RPC, INC.
                           2004 STOCK INCENTIVE PLAN
 
SECTION 1. PURPOSES; DEFINITIONS.
 
     The purpose of the RPC, Inc. 2004 Stock Incentive Plan (the "Plan") is to
enable RPC, Inc. (the "Company") to attract, retain and reward directors and key
employees of the Company and its Subsidiaries and Affiliates, and strengthen the
mutuality of interests between such persons and the Company's shareholders, by
offering such persons performance-based stock incentives and/or other equity
interests or equity-based incentives in the Company, as well as
performance-based incentives payable in cash.
 
     For purposes of this Plan, the following terms shall be defined as set
forth below:
 
     1.   "Affiliate" means any entity other than the Company and its
          Subsidiaries that is designated by the Board as a participating
          employer under this Plan, provided that the Company directly or
          indirectly owns at least 20% of the combined voting power of all
          classes of stock of such entity or at least 50% of the ownership
          interests in such entity.
 
     2.   "Award" shall mean any Award or benefit granted under the Plan,
          including, without limitation, the grant of Options, SARs, Stock Unit
          Awards, Restricted Stock Awards, Performance Stock Awards and
          Performance Unit Awards.
 
     3.   "Board" means the Board of Directors of the Company.
 
     4.   "Book Value" means, at any given date, (i) the consolidated
          stockholders' equity in the Company and its Subsidiaries, as shown on
          the Company's consolidated balance sheet as of the end of the
          immediately preceding fiscal year, subject to such adjustments as the
          Committee shall in good faith specify at or after grant, divided by
          (ii) the number of shares of Outstanding Stock as of such year-end
          date (as adjusted by the Committee for subsequent events).
 
     5.   "Code" means the Internal Revenue Code of 1986, as amended from time
          to time, and any successor thereto.
 
     6.   "Committee" means the Committee referred to in Section 2 of this Plan.
          If at any time no Committee shall be in office, then the functions of
          the Committee specified in this Plan may be exercised by the Board or
          the Compensation Committee of the Board, as set forth in Section 2
          hereof.
 
     7.   "Company" means RPC, Inc., a corporation organized under the laws of
          the State of Delaware, or any successor corporation.
 
     8.   "Disability" means disability as determined under procedures
          established by the Committee for purposes of this Plan and shall in
          all events be consistent with the definition of "disabled" provided in
          Sections 422(c)(6) and 22(e)(8) of the Code.
 
     9.   "Early Retirement" means retirement with the express written consent
          of the Committee (given for purposes of this Plan only at or before
          the time of such retirement) from active employment with the Company
          and/or any Subsidiary or Affiliate or pursuant to the early retirement
          provisions of the applicable pension plan of such entity.
 
     10.  "Fair Market Value" means, as of any given date, unless otherwise
          determined by the Committee in good faith:
 
          (i)   if the Stock is listed on an established stock exchange or
                exchanges, or traded on the NASDAQ National Market System
                ("NASDAQ/NMS") the highest closing price of the Stock as listed
                thereon on the applicable day, or if no sale of Stock has been
                made on any exchange or on NASDAQ/NMS on that date, on the next
                preceding day on which there was a sale of Stock;
 
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          (ii)  if the Stock is not listed on an established stock exchange or
                NASDAQ/NMS but is instead traded over-the-counter, the mean of
                the dealer "bid" and "ask" prices of the Stock in the
                over-the-counter market on the applicable day, as reported by
                the National Association of Securities Dealers, Inc.; and
 
          (iii) if the Stock is not listed on any exchange or traded
                over-the-counter, the value determined in good faith by the
                Committee.
 
     11.  "Incentive Stock Option" means any Stock Option designated as an
          "Incentive Stock Option" within the meaning of Section 422 of the
          Code.
 
     12.  "Non-Employee Director" shall have the meaning set forth in Rule 16b-3
          promulgated pursuant to the Securities Exchange Act of 1934, as
          amended.
 
     13.  "Non-Qualified Stock Option" means any Stock Option that is not an
          Incentive Stock Option.
 
     14.  "Normal Retirement" means retirement from active employment with the
          Company and/or any Subsidiary or Affiliate on or after age 65.
 
     15.  "Other Stock-Based Award" means an Award under Section 7 below that is
          valued in whole or in part by reference to or is otherwise based on,
          Stock, including, without limitation, Restricted Stock,
          Performance-Accelerated Restricted Stock, Performance Stock,
          Performance Units and Stock Awards or Options valued by reference to
          book value or Subsidiary performance.
 
     16.  "Outstanding Stock" shall include all outstanding shares of Common
          Stock, $.10 par value, of the Company as well as the number of shares
          of Common Stock into which then outstanding shares of capital stock of
          the Company, of whatever class, are convertible as of the year-end
          immediately preceding the date of calculation thereof (as adjusted by
          the Committee for certain events).
 
     17.  "Participants" shall include those persons who are granted one or more
          Awards under the Plan, subject to the terms and conditions of the Plan
          as the Committee shall determine and designate, from time to time,
          from among those eligible for Award grants hereunder.
 
     18.  "Performance-Accelerated Restricted Stock" means Restricted Stock
          which is subject to restrictions for a stated period of time based on
          continued employment, with the opportunity for the restriction period
          to be shortened based on the achievement of predetermined performance
          goals.
 
     19.  "Performance Stock" means Stock awarded under Section 7 below at the
          end of a specified performance period, the amount of which is
          determined by multiplying a performance factor times either (i) the
          Fair Market Value of the Stock on the last day of the performance
          period, or (ii) the difference between the Fair Market Value of the
          Stock on the first and last days of the performance period, provided,
          however, that at the discretion of the Committee, Participants may
          receive the value of Performance Stock in cash, as determined by
          reference to the Fair Market Value on the date the amount of the award
          is determined.
 
     20.  "Performance Unit" means an Award pursuant to Section 7 with a
          starting value and an associated performance period, such. that at the
          end of the performance period Participants receive an amount, payable
          in either cash or Stock, at the discretion of the Committee, equal to
          (i) the number of units earned based on a predetermined performance
          schedule times the starting unit value, or (ii) the number of units
          granted times the ending unit value based on a predetermined
          performance schedule.
 
     21.  "Plan" means this RPC, Inc. 2004 Stock Incentive Plan, as hereafter
          amended from time to time.
 
     22.  "Premium Stock Option" means any Stock Option with an exercise price
          in excess of the Fair Market Value, as computed on the date of grant
          of the Stock Option.
 
     23.  "Retirement" means Normal or Early Retirement.
 
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     24.  "Restricted Stock" means Stock awarded under Section 7 below which is
          (i) subject to restrictions for a stated period of time based on
          continued employment, (ii) subject to restrictions which will only
          lapse upon the achievement of predetermined performance goals, or
          (iii) subject to a combination of the restrictions described in (i)
          and (ii) above.
 
     25.  "Stock" means the Common Stock, $.10 par value per share, of the
          Company.
 
     26.  "Stock Appreciation Right" or "SAR" means the right pursuant to an
          award granted under Section 6 below to receive an amount in either
          cash or stock, equal to the difference between the Fair Market Value
          of the Stock on the date of exercise and the Fair Market Value of the
          Stock on the date of grant of the right.
 
     27.  "Stock Option" or "Option" means any option to purchase shares of
          Stock granted pursuant to Section 5 below.
 
     28.  "Subsidiary" means any present or future subsidiary corporation of the
          Company within the meaning of Section 424(f) of the Code, and any
          present or future business venture designated by the Committee in
          which the Company has a significant interest, as determined in the
          discretion of the Committee.
 
SECTION 2. ADMINISTRATION.
 
     This Plan shall be administered by the Board of Directors or by a Committee
of not less than two Non-Employee Directors, who shall be members of the Board
and who shall serve at the pleasure of the Board, such Committee to be
designated by the Board. Each member of the Committee shall also be an "outside
director" as defined in the regulations promulgated pursuant to Section 162(m)
of the Internal Revenue Code of 1986, as amended. Except as otherwise directed
by the Board, the functions of the Committee specified in this Plan shall be
exercised by the Compensation Committee of the Board.
 
     The Committee shall have full authority to grant, pursuant to the terms of
this Plan, to Participants under Section 4: (i) Stock Options, including,
without limitation, Incentive Stock Options, Non-Qualified Stock Options and
Premium Stock Options, (ii) Stock Appreciation Rights and/or (iii) Other
Stock-Based Awards, including, without limitation, Restricted Stock, Stock
Units, Performance-Accelerated Restricted Stock, Performance Stock and
Performance Units.
 
     In particular, the Committee shall have the authority:
 
          (i) subject to Section 4 hereof, to select the Participants to whom
     Stock Options, Stock Appreciation Rights and/or Other Stock-Based Awards
     may from time to time be granted hereunder;
 
          (ii) to determine whether and to what extent Stock Options, Stock
     Appreciation Rights and/or Other Stock-Based Awards, or any combination
     thereof, are to be granted hereunder to one or more Participants;
 
          (iii )to determine the number of shares of Stock to be covered by each
     such award granted hereunder;
 
          (iv) to determine the terms and conditions, not inconsistent with the
     terms of this Plan, of any Award granted hereunder (including, but not
     limited to, the share price and any restriction or limitation, or any
     vesting, acceleration or waiver of forfeiture restrictions regarding any
     Stock Option or other Award and/or the shares of Stock relating thereto,
     based in each case on such factors as the Committee shall determine, in its
     sole discretion);
 
          (v) to determine whether and under what circumstances Stock Options,
     Stock Appreciation Rights, Performance Stock and Performance Units may be
     settled in cash;
 
          (vi) to determine whether, to what extent and under what circumstances
     Stock Option grants and/or other Awards under this Plan and/or other cash
     Awards made by the Company are to be made, and operate, on a tandem basis
     vis-a-vis other Awards under this Plan and/or cash Awards made outside of
     this Plan, or on an additive basis; and
 
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          (vii) to determine whether, to what extent and under what
     circumstances Stock and other amounts payable with respect to an Award
     under this Plan shall be deferred either automatically or at the election
     of the Participant (including providing for and determining the amount (if
     any) of any deemed earnings on any deferred amount during any deferral
     period).
 
          (viii) to the extent that Options or SARs have exercise or base prices
     that exceed the current Fair Market Value of the Stock, the Committee has
     the discretion, without obtaining shareholder approval, to reprice such
     Options or SARs and lower their exercise or base prices to prices not lower
     than the then current Fair Market Value of the Stock. The Committee may
     also, without obtaining shareholder approval, amend any outstanding Award
     to provide the holder thereof with additional rights or benefits of the
     type otherwise permitted by the Plan, including without limitation,
     extending the term thereof; provided, however, that in no event may the
     term of any Option or SAR exceed ten (10) years; and
 
     The Committee shall have the authority to adopt, alter and repeal such
rules, guidelines and practices governing this Plan as it shall, from time to
time, deem advisable; to interpret the terms and provisions of this Plan and any
Award issued under this Plan (and any agreements relating thereto); and to
otherwise supervise the administration of this Plan.
 
     Except to the extent prohibited by applicable law or the applicable rules
of a stock exchange, the Committee may allocate all or any portion of its
responsibilities and powers to any one or more of its members and may delegate
all or any part of its responsibilities and powers hereunder, including without
limitation, the power to designate Participants hereunder and determine the
amount, timing and terms of Awards hereunder, to any person or persons selected
by it, including without limitation, any executive officer of the Company. Any
such allocation or delegation may be revoked by the Committee at any time.
 
     Except as otherwise provided by the Committee, Awards under the Plan are
not transferable except as designated by the Participant by will or by the laws
of descent and distribution.
 
     Except as otherwise specifically provided herein, all decisions made by the
Committee pursuant to the provisions of this Plan shall be made in the
Committee's sole discretion and shall be final and binding on all persons,
including the Company and all Plan Participants.
 
SECTION 3. STOCK SUBJECT TO PLAN.
 
     (a) Subject to the following provisions of this Section 3, the maximum
number of shares of Stock that may be delivered to Participants and their
beneficiaries under the Plan shall be 1.5 million shares of Stock.
 
     (b) To the extent any shares of Stock covered by an Award are not
delivered to a Participant or beneficiary because the Award is forfeited or
canceled, or the shares of Stock are not delivered because the Award is settled
in cash or used to satisfy the applicable tax withholding obligation, such
shares shall not be deemed to have been delivered for purposes of determining
the maximum number of shares of Stock available for delivery under the Plan. The
maximum number of shares of Stock available for delivery under the Plan shall
not be reduced for shares subject to plans assumed by the Company in an
acquisition of an interest in another company.
 
     (c) Subject to the aggregate maximum set forth in (a) above and to
adjustment in accordance with paragraphs (d) and (f) of this Section 3, the
following additional maximums are imposed under the Plan:
 
          (i) The maximum number of shares of Stock that may be issued pursuant
     to Options intended to be ISOs shall be 1.5 million shares;
 
          (ii) The maximum number of shares of Stock that may be covered by
     Awards granted to any one individual pursuant to Sections 5 and 6 (relating
     to Options and SARs) shall be 200,000 during any fiscal year; and
 
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          (iii) The maximum number of shares of Stock that may be covered by
     Awards granted to any one individual pursuant to Section 7 (relating to
     Other Stock-Based Awards) shall be 200,000 during any fiscal year.
 
     (d) In general, if the Company is merged into or consolidated with another
corporation under circumstances in which the Company is not the surviving
corporation, or if the Company is liquidated, or sells or otherwise disposes of
substantially all of its assets to another corporation (any such merger,
consolidation, etc. being hereinafter referred to as a "Non-Acquiring
Transaction") while unexercised Options are outstanding under this Plan, after
the effective date of a Non-Acquiring Transaction each holder of an outstanding
Option shall be entitled, upon exercise of such Option, to receive such stock or
other securities as the holders of the same class of stock as those shares
subject to the Option shall be entitled to receive in such Non-Acquiring
Transaction based upon the agreed upon conversion ratio or per share
distribution. However, in the discretion of the Board of Directors, after giving
due consideration to the impact on the optionee, if any, pursuant to Rule 16b-3,
any limitations on exercisability of Options may be waived so that all Options,
from and after a date prior to the effective date of such Non-Acquiring
Transaction shall be exercisable in full. Furthermore, in the discretion of the
Board of Directors, the right to exercise may be given to each holder of an
Option during a 30-day period preceding the effective date of such Non-Acquiring
Transaction. Any outstanding Options not exercised within such 30-day period may
be cancelled by the Board of Directors as of the effective date of any such
Non-Acquiring Transaction. To the extent that the foregoing adjustments relate
to stock or securities of the Company, such adjustments shall be made by the
Board of Directors, whose determination in that respect shall be final, binding
and conclusive. The Committee need not treat all optionees and/or Options in the
same manner.
 
     (e) Except as set forth in this Plan, Award holders 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 spinoff of stock of another
corporation, and no issue by the Company of shares of stock of any class shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares subject to the Award. The grant of any Award pursuant
to this 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 structure or to merge or to consolidate or to dissolve, liquidate or
sell, or to transfer all or any part of its business or assets.
 
     (f) In the event of any merger, reorganization, consolidation,
recapitalization, stock dividends, stock split or other changes in corporate
structure affecting the Stock, and subject to Section 5(j), such substitution or
adjustment shall be made in the aggregate number of shares reserved for issuance
under this Plan, in the number and option price of shares subject to outstanding
Options granted under this Plan and in the number of shares subject to other
outstanding Awards granted under this Plan as may be determined to be
appropriate by the Committee, in its sole discretion, provided that the number
of shares subject to any Award shall always be a whole number. Such adjusted
option price shall be used to determine the amount payable by the Company upon
the exercise of any Stock Appreciation Right associated with any Stock Option.
 
SECTION 4. ELIGIBILITY.
 
     Directors, officers and other key employees of the Company or its
Subsidiaries and Affiliates who are responsible for or contribute to the growth
and/or profitability of the business of the Company and/or its Subsidiaries and
Affiliates are eligible to be granted Awards under this Plan. Notwithstanding
the foregoing, Incentive Stock Options may only be granted to employees of the
Company and any of its Subsidiaries or Affiliates that are a "subsidiary
corporation" (within the meaning of Section 424(f) of the Code). Furthermore, no
director who is not also an employee of the Company shall be eligible to receive
Incentive Stock Options.
 
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SECTION 5. STOCK OPTIONS.
 
     Stock Options may be granted alone, in addition to or in tandem with other
Awards granted under this Plan and/or cash Awards made outside of this Plan. Any
Stock Option granted under this Plan shall be in such form as the Committee may
from time to time approve.
 
     Stock Options granted under this Plan may be of two types: (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options. Incentive Stock Options and
Non-Qualified Stock Options may be issued as Premium Stock Options at the
discretion of the Board.
 
     Subject to the restrictions contained in Section 4 hereof concerning the
grant of Incentive Stock Options, the Committee shall have the authority to
grant to any optionee Incentive Stock Options, Non-Qualified Stock Options, or
both types of Stock Options (in each case with or without Stock Appreciation
Rights). To the extent that the Fair Market Value of the shares with respect to
which Incentive Stock Options first become exercisable by an optionee during any
calendar year (under the Plan and any other plans granting Incentive Stock
Options which are established by the Company or its Subsidiaries) exceeds
$100,000, such Options shall be treated as Non-Qualified Stock Options.
 
     Options granted under this Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of this Plan, as the Committee shall deem desirable:
 
     (a) OPTION PRICE. The option price per share of Stock purchasable under a
Stock Option shall be determined by the Committee at the time of grant but shall
be (i) not less than 100% (or, in the case of an employee who owns stock
possessing more than 10% of the total combined voting power of all classes of
capital stock of the Company or of any of its subsidiary or parent corporations,
not less than 110%) of the Fair Market Value of the Stock at grant, in the case
of Incentive Stock Options, and (ii) not less than 90% of the Fair Market Value
of the Stock at grant, in the case of Non-Qualified Stock Options.
 
     (b) OPTION TERM. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercised more than ten years (or, in
the case of an Incentive Stock Option granted to an employee who owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or any of its subsidiary or parent corporations, more than
five years) after the date the Option is granted.
 
     (c) EXERCISABILITY. Stock Options shall be exercised at such time or times
and subject to such terms and conditions as shall be determined by the Committee
at or after grant. If the Committee provides, in its sole discretion, that any
Stock Option is exercisable only in installments, the Committee may waive such
installment exercise provisions at any time at or after grant in whole or in
part, based on such factors as the Committee shall determine, in its sole
discretion.
 
     (d) METHOD OF EXERCISE. Subject to whatever installment exercise provisions
or other restrictions apply under Section 5(c), Stock Options may be exercised
in whole or in part at any time during the option period, by giving written
notice of exercise to the Company specifying the number of shares to be
purchased; provided, however, that if exercised in part, a Stock Option may not
be exercised for fewer than 100 shares, unless the remaining balance of the
Stock Option is less than 100 shares, in which case the Stock Option may be
exercised for the remaining balance.
 
     Such notice shall be accompanied by payment in full of the purchase price,
either by cash or such instrument as the Committee may accept. Payment in full
or in part may also be made in the form of unrestricted Stock already owned by
the optionee for a period of at least six months, based, in each case, on the
Fair Market Value of the Stock on the date the option is exercised, unless it
shall be determined by the Committee, at or after grant, in its sole discretion,
that unrestricted Stock is not a permissible form of payment with respect to any
Stock Option or Options.
 
     If permitted by the Committee, a Plan Participant may elect to pay the
Exercise Price upon the exercise of an Option by irrevocably authorizing a third
party to sell shares of Stock (or a sufficient portion of the shares)
 
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acquired upon exercise of the Option and remit to the Company a sufficient
portion of the sale proceeds to pay the entire Exercise Price and any tax
withholding resulting from such exercise.
 
     Subject to the immediately preceding paragraph, no shares of Stock shall be
issued until full payment therefor has been made. An optionee shall generally
have the rights to dividends or other rights of a shareholder with respect to
shares subject to the Stock Option when the optionee has given written notice of
exercise, has paid in full for such shares, and, if requested, has given the
representation described in Section 10(a).
 
     (e) TERMINATION BY DEATH. Subject to Section 5(k), if an optionee's
employment by the Company and/or any Subsidiary or Affiliate terminates by
reason of death, any Stock Option held by such optionee may thereafter be
exercised to the extent such option was exercisable at the time of death or on
such accelerated basis as the Committee may determine at or after grant (or as
may be determined in accordance with procedures established by the Committee),
by the legal representative of the estate or by the legatee of the optionee
under the will of the optionee, for a period of six months (or such other period
as the Committee may specify at or after grant) from the date of such death or
until the expiration of the stated term of such Stock Option, whichever period
is the shorter.
 
     (f) TERMINATION BY REASON OF DISABILITY. Subject to Section 3(d), if an
optionee's employment by the Company and/or any Subsidiary or Affiliate
terminates by reason of Disability, any Stock Option held by such optionee may
thereafter be exercised by the optionee or his/her guardian, to the extent it
was exercisable at the time of termination or on such accelerated basis as the
Committee may determine at or after grant (or as may be determined in accordance
with procedures established by the Committee), for a period of one year (or such
other period as the Committee may specify at grant) from the date of such
termination of employment or until the expiration of the stated term of such
Stock Option, whichever period is the shorter; provided, however, that, if the
optionee dies within such one-year period (or such other period as the Committee
may specify at or after grant), any unexercised Stock Option held by such
optionee shall thereafter be exercisable only pursuant to Section 5(e).
 
     (g) TERMINATION BY REASON OF RETIREMENT. Subject to Section 3(d), an
optionee's employment by the Company and/or any Subsidiary or Affiliate
terminates by reason of Normal or Early Retirement, any Stock Option held by
such optionee may be exercised by the optionee, to the extent it was exercisable
at the time of such Retirement, for a period of three months, less one day, (or
such other period as the Committee may specify at or after grant) from the date
of such termination, or the expiration of the stated term of such Stock Option,
whichever period is the shorter; provided, however, that if the optionee dies
within such three-month, less one day; period (or such other period as the
Committee may specify at grant), any unexercised Stock Option held by such
optionee shall thereafter be exercisable only pursuant to Section 5(e).
 
     (h) OTHER TERMINATION. Unless otherwise determined by the Committee (or
pursuant to procedures established by the Committee) at or after grant, if an
optionee's employment by the Company and/or any Subsidiary or Affiliate
terminates for any reason other than death, Disability or Normal or Early
Retirement, as in the case of voluntary resignation of employment by the
optionee, the Stock Option shall thereupon terminate and shall be immediately
forfeited, regardless of its vesting status.
 
     (i) BUYOUT PROVISIONS. The Committee may at any time offer to buy out for a
payment in cash or Stock a Stock Option previously granted, based on such terms
and conditions as the Committee shall establish and communicate to the optionee
at the time that such offer is made.
 
     (j) FRACTIONAL SHARE. If any adjustment referred to herein shall result in
a fractional share for any optionee under any Stock Option hereunder, such
fraction shall be completely disregarded and the optionee shall only be entitled
to the whole number of shares resulting from such adjustment.
 
     (k) COMPLIANCE WITH SECTION 422. To the extent that any Option which is
designated as an Incentive Stock Option hereunder fails for any reason to comply
with the provisions of Section 422 it shall be treated as a Non-Qualified Stock
Option.
 
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SECTION 6. STOCK APPRECIATION RIGHTS.
 
     (a) GRANT AND EXERCISE. Stock Appreciation Rights may be granted alone, in
addition to or in tandem with all or part of any other Award granted under this
Plan. In the case of a Non-Qualified Stock Option, such tandem rights may be
granted either at or after the time of the grant of such Stock Option. In the
case of an Incentive Stock Option, such tandem rights may be granted only at the
time of the grant of such Stock Option.
 
     A Stock Appreciation Right or applicable portion thereof granted in tandem
with a given Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option, subject to such provisions
as the Committee may specify at grant where a Stock Appreciation Right is
granted with respect to less than the full number of shares covered by a related
Stock Option.
 
     A Stock Appreciation Right may be exercised by an optionee, subject to
Section 6(b), in accordance with the procedures established by the Committee for
such purpose. Upon such exercise, the optionee shall be entitled to receive an
amount determined in the manner prescribed in Section 6(b). Stock Options which
were issued in tandem with exercised Stock Appreciation Rights shall no longer
be exercisable to the extent that the related Stock Appreciation Rights have
been exercised.
 
     (b) TERMS AND CONDITIONS. Stock Appreciation Rights shall be subject to
such terms and conditions, not inconsistent with the provisions of this Plan, as
shall be determined from time to time by the Committee, including the following:
 
          (i)  Except as set forth below, the term of each Stock Appreciation
     Right shall be fixed by the Committee, but no such Stock Appreciation Right
     shall be exercised more than ten years after the date it is granted. Stock
     Appreciation Rights granted in tandem with Stock Options shall be
     exercisable only at such time or times and to the extent that the Stock
     Options to which they relate shall be exercisable in accordance with the
     provisions of Section 5 and this Section 6 whenever the Fair Market Value
     of the Stock exceeds the option price per share specified in the related
     Stock Option.
 
          (ii) Stock Appreciation Rights shall be exercised at such time or
     times and subject to such terms and conditions as shall be determined by
     the Committee at or after grant. If the Committee provides, in its sole
     discretion, that any Stock Appreciation Right is exercisable only in
     installments, the Committee may waive such installment exercise provisions
     at any time at or after grant in whole or in part, based on such factors as
     the Committee shall determine in its sole discretion. Upon the exercise of
     a Stock Appreciation Right, a Participant shall be entitled to receive an
     amount in cash and/or shares of Stock equal in value to the excess of Fair
     Market Value Of the Stock on the date of exercise over the Fair Market
     Value of the Stock on the date of grant multiplied by the number of Stock
     Appreciation Rights exercised, with the Committee having the right to
     determine the form of payment. Subject to whatever installment exercise
     provisions or other restrictions apply hereunder, Stock Appreciation Rights
     may be exercised in whole or in part at any time during the term thereof by
     giving written notice of exercise to the Company specifying the number of
     rights to be exercised.
 
          (iii) Upon the exercise of a tandem Stock Appreciation Right, the
     Stock Option or part thereof to which such Stock Appreciation Right is
     related shall be deemed to have been exercised for the purpose of the
     limitation set forth in Section 3 of this Plan on the number of shares of
     Stock to be issued under this Plan, but only to the extent of the number of
     shares issued under the Stock Appreciation Right at the time of exercise
     based on the value of the Stock Appreciation Right at such time.
 
          (iv) Stock Appreciation Rights issued in tandem with Incentive Stock
     Options shall contain such terms and conditions as the Committee may
     determine to be necessary for the qualification of the Incentive Stock
     Options.
 
          (v)  Sections 5(e)-(j) hereof shall apply equally to all Stock
     Appreciation Rights granted pursuant to this Plan, as if each reference
     therein to a "Stock Option" was instead a reference to a "Stock
     Appreciation Right."
 
                                       B-8
<PAGE>
 
SECTION 7. OTHER STOCK-BASED AWARDS.
 
     (a)  ADMINISTRATION. Other Awards of Stock and other Awards that are valued
in whole or in part by reference to, or are otherwise based on, Stock ("Other
Stock-Based Awards"), including, without limitation, Restricted Stock,
Performance-Accelerated Restricted Stock, Performance Stock, Performance Units
and Stock Awards or options valued by reference to Book Value or Subsidiary
performance, may be granted either alone or in addition to or in tandem with
Stock Options or Stock Appreciation Rights granted under this Plan and/or cash
Awards made outside of this Plan.
 
     Subject to the provisions of this Plan, the Committee shall have authority
to determine the persons to whom and the time or times at which such Awards
shall be made, the number of shares of Stock to be awarded pursuant to such
Awards, and all other conditions of the Awards. The Committee may also provide
for the grant of Stock upon the completion of a specified performance period or
event.
 
     The Committee may designate whether any such Awards being granted to any
Participant are intended to be "performance-based compensation" as that term is
used in Section 162(m) of the Code. Any such Awards designated as intended to be
"performance-based compensation" shall be conditioned on the achievement of one
or more performance measures. The performance measures that may be used by the
Committee for such Awards shall be based on any one or more of the following, as
selected by the Committee: increase in stock price, return on capital or
increase in pretax earnings of the Company and/or one or more divisions and/or
subsidiaries, return on stockholders' equity of the Company, increase in
earnings per share of the Company, sales of the Company and/or one or more
divisions and/or subsidiaries, pretax earnings of the Company and/or one or more
divisions and/or subsidiaries, net earnings of the Company and/or one or more
divisions and/or subsidiaries, control of operating and/or non-operating
expenses of the Company and/or one or more divisions and/or subsidiaries,
margins of the Company and/or one or more divisions and/or subsidiaries, market
price of the Company's securities, and solely for an Award not intended to
constitute "performance-based compensation" under Section 162(m) of the Code,
other factors directly tied to the performance of the Company and/or one or more
divisions and/or subsidiaries or other performance criteria. For Awards intended
to be "performance-based compensation," the grant of the Awards and the
establishment of the performance measures shall be made during the period
required under Code Section 162(m).
 
     The provisions of Other Stock-Based Awards need not be the same with
respect to each recipient.
 
     (b) TERMS AND CONDITIONS. Other Stock-Based Awards made pursuant to this
Section 7 shall be subject to the following terms and conditions:
 
          (i)  Subject to the provisions of this Plan and the Award agreement
     referred to in Section 7(b)(v) below, Other Stock-Based Awards and shares
     subject to such Awards made under this Section 7 may not be sold, assigned,
     transferred, pledged or otherwise encumbered, in the case of shares of
     Stock, prior to the date on which the shares are issued, or, if later, the
     date on which any applicable restriction, performance or deferral period
     lapses, and in all other cases, not at all.
 
          (ii) Subject to the provisions of this Plan and the Award agreement
     and unless otherwise determined by the Committee at grant, the recipient of
     an Award under this Section 7 shall be entitled to receive, currently or on
     a deferred basis, as determined by the Committee, interest or dividends or
     interest or dividend equivalents with respect to the number of shares
     covered by the Award, as determined at the time of the Award by the
     Committee, in its sole discretion, and the Committee may provide that such
     amounts (if any) shall be deemed to have been reinvested in additional
     Stock or otherwise reinvested.
 
          (iii) Any Award under this Section 7 and any Stock covered by any such
     Award shall vest or be forfeited to the extent so provided in the Award
     agreement, as determined by the Committee, in its sole discretion, at or
     after grant.
 
          (iv) In the event of the Participant's Retirement, Disability or
     death, and in other instances, the Committee may, in its sole discretion,
     waive in whole or in part any or all of the remaining limitations,
     performance requirements or restrictions imposed (if any) with respect to
     any or all of an Award under this Section 7 and/or accelerate the payment
     of cash or Stock pursuant to any such Award.
 
                                       B-9
<PAGE>
 
          (v)  Each Award under this Section 7 shall be confirmed by, and
     subject to the terms of, an agreement or other instrument executed by the
     Company and by the Participant.
 
          (vi) Stock (including securities convertible into Stock) issued on a
     bonus basis under this Section 7 may be issued for no cash consideration.
 
          (vii) Unless otherwise determined by the Committee at or after grant,
     if a Participant's employment by the Company and/or any Subsidiary or
     Affiliate terminates by reason of death or Disability, a pro rata portion
     of the restrictions pertaining to continued employment on any Restricted
     Stock will lapse, based on the number of full months the Participant was
     employed during the restriction period divided by the total number of
     months in the restriction period. All such pro rata Awards will be
     determined and distributed at such time as Awards are paid to other Plan
     Participants.
 
          (viii) Unless otherwise determined by the Committee at or after grant,
     if a Participant's employment by the Company and/or any Subsidiary or
     Affiliate terminates by reason of Normal Retirement, all of the
     restrictions pertaining to continued employment on any Restricted Stock
     will lapse. Any such award will be determined and distributed at such time
     as awards are paid to other Plan Participants.
 
          (ix) Unless otherwise determined by the Committee at or after grant,
     if a Participant's employment by the Company and/or any Subsidiary or
     Affiliate terminates by reason of death or Disability, the estate of the
     Participant or the Participant, as applicable, will receive a pro rata
     portion of the payment or Stock the Participant would have received for
     Performance Stock or Performance Units, based on the number of full months
     in the performance period prior to the Participant's death or Disability,
     divided by the total number of months in the performance period. All such
     pro rata payments will be determined and distributed at such time as Awards
     are paid to other Plan Participants.
 
          (x)  Unless otherwise determined by the Committee at or after grant,
     if a Participant's employment by the Company and/or any Subsidiary or
     Affiliate terminates by reason of Early Retirement and if such Early
     Retirement occurs before age 65 and before completion of 10 years of
     service with the Company and/or a Subsidiary or Affiliate subsequent to the
     date of grant of Restricted Stock or Performance-Accelerated Restricted
     Stock, all such Restricted Stock and Performance-Accelerated Restricted
     Stock will be forfeited by the Participant. In addition, in the event of
     Normal or Early Retirement before the end of the performance period for
     Performance Stock or Performance Units, no Awards will be paid unless
     specifically approved by the Committee on a case-by-case basis.
 
          (xi) Unless otherwise determined by the Committee (or pursuant to
     procedures established by the Committee) at or after grant, if a
     Participant's employment by the Company and/or any Subsidiary or Affiliate
     terminates for any reason other than death, Disability or Normal or Early
     Retirement, as in the case of voluntary resignation of employment by the
     Participant, all Other Stock-Based Awards shall be immediately forfeited.
 
          (xii) The Committee may at any time offer to buy out for a payment in
     cash or Stock an Other Stock-Based Award previously granted, based on such
     terms and conditions as the Committee shall establish and communicate to
     the Participant at the time that such offer is made.
 
          (xiii) Except as set forth in this Plan, Participants 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 stock of
     another corporation, and no issue by the Company of shares of stock of any
     class shall affect, and no adjustment by reason thereof shall be made with
     respect to, the number or price of shares subject to any Other Stock-Based
     Award. The grant of any Other Stock-Based Award pursuant to this 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 structure or to merge or to consolidate or to dissolve,
     liquidate or sell, or to transfer all or any part of its business or
     assets.
 
                                      B-10
<PAGE>
 
SECTION 8. AMENDMENTS AND TERMINATION.
 
     The Board may amend, alter, or discontinue this Plan, but, except as
otherwise provided herein, no amendment, alteration, or discontinuation shall be
made which would impair the rights of a Participant under a Stock Option, Stock
Appreciation Right or Other Stock-Based Award theretofore granted, without the
Participant's consent, or which, without the approval of the Company's
stockholders, would:
 
          (i) increase the number of shares that may be issued under the Plan
     (except by certain adjustments provided for under the Plan);
 
          (ii) change the class of persons eligible to receive ISOs under the
     Plan;
 
          (iii) change the requirements of Section 5 hereof regarding the
     Exercise Price;
 
          (iv) amend the Plan in a manner that would require approval of the
     Company's shareholders under applicable law, regulation or rule.
 
     Notwithstanding any of the foregoing, adjustments pursuant to Section 3,
paragraphs (d) or (f) shall not be subject to the foregoing limitations of this
Section 8.
 
     Options may not be granted under the Plan after the date of termination of
the Plan, but Options granted prior to that date shall continue to be
exercisable according to their terms.
 
     Subject to the above provisions, the Board shall have broad authority to
amend this Plan to take into account changes in applicable securities and tax
laws and accounting rules, as well as other developments.
 
SECTION 9. UNFUNDED STATUS OF PLAN.
 
     This Plan is intended to constitute an "unfunded" plan. With respect to any
payments not yet made to a Participant by the Company, nothing contained herein
shall give any such Participant any rights that are greater than those of a
general creditor of the Company. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under this Plan to deliver Stock or payments in lieu of or with respect
to Awards hereunder; provided, however, that, unless the Committee otherwise
determines with the consent of the affected Participant, the existence of such
trusts or other arrangements is consistent with the "unfunded" status of this
Plan.
 
SECTION 10. GENERAL PROVISIONS.
 
     (a) The Company shall not be obligated to sell or issue any shares pursuant
to any Option unless the shares with respect to which the Option is being
exercised are at the time effectively registered or exempt from registration
under the Securities Act of 1933, as amended (the "1933 Act"). The Company shall
have no obligation to register pursuant to the 1933 Act any shares of Stock
issued pursuant to this Plan. The Committee may require each person purchasing
shares pursuant to a Stock Option or other award under this Plan to represent to
and agree with the Company in writing that the optionee or Participant is
acquiring the shares for investment and without a view to distribution thereof.
The certificates for such shares may include any legend which the Committee
deems appropriate to reflect any restrictions on transfer.
 
     All certificates for shares of Stock or other securities delivered under
this Plan shall be subject to such conditions, stop-transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations,
and other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Stock is then listed, and any applicable federal or
state securities law, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions.
 
     (b) Nothing contained in this Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval
if much approval is required, and such arrangements may be either generally
applicable or applicable only in specific cases.
 
                                      B-11
<PAGE>
 
     (c) The adoption of this Plan shall not confer upon any employee of the
Company or of any Subsidiary or Affiliate any right to continued employment with
the Company or a Subsidiary or Affiliate, as the case may be, nor shall it
interfere in any way with the right of the Company or a Subsidiary or Affiliate
to terminate the employment of any of its employees at any time.
 
     (d) No later than the date as of which an amount first becomes includable
in the gross income of the Participant for federal income tax purposes with
respect to the exercise of any Option or Stock Appreciation Right or any award
under this Plan, the Participant shall pay to the Company, or make arrangements
satisfactory to the Committee regarding the payment of, any federal, state, or
local taxes of any kind required by law to be withheld with respect to such
amount. The obligations of the Company under this Plan shall be conditional on
such payment or arrangements, and the Company and its Subsidiaries or Affiliates
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.
 
     (e) The actual or deemed reinvestment of dividends or dividend equivalents
in additional types of Plan Awards at the time of any dividend payment shall
only be permissible if sufficient shares of Stock are available under Section 3
for such reinvestment, taking into account other Plan Awards then outstanding.
 
     (f) This Plan and all Awards made and actions taken hereunder shall be
governed by and construed in accordance with the Delaware General Corporation
Law, to the extent applicable, and in accordance with the laws of the State of
Georgia in all other respects.
 
     (g) The value of Awards made pursuant to this Plan shall not be included as
part of the definition of "cash compensation" in connection with any other
benefit offered by the Company.
 
     (h) An Award under the Plan shall be subject to such terms and conditions,
not inconsistent with the Plan, as the Committee shall, in its sole discretion,
prescribe. The terms and conditions of any Award to any Participant shall be
reflected in such form of written document as is determined by the Committee. A
copy of such document shall be provided to the Participant, and the Committee
may, but need not, require that the Participant shall sign a copy of such
document. Such document is referred to in the Plan as an "Award Agreement"
regardless of whether any Participant signature is required.
 
SECTION 11. EFFECTIVE DATE OF PLAN.
 
     This Plan shall be effective as the date of its approval by the
stockholders of the Company (the "Effective Date").
 
SECTION 12. TERM OF PLAN.
 
     No Stock Option, Stock Appreciation Right or Other Stock-Based Award shall
be granted pursuant to this Plan on or after the tenth anniversary of the
Effective Date of this Plan, but Awards granted prior to such tenth anniversary
may extend beyond that date.