EXHIBIT 10.6

                                 OMI CORPORATION
                           2001 RESTRICTED STOCK PLAN


SECTION 1.  PURPOSES. The purposes of the OMI Corporation 2001 Restricted Stock
Plan are:

(a)  To further the growth, development and success of the Company by enabling
     the executive officers of the Company and its subsidiaries and directors of
     the Company to acquire a continuing equity interest in the Company, thereby
     increasing their personal interests in such growth, development and success
     and motivating such executive officers and directors to exert their best
     efforts on behalf of the Company and its subsidiaries; and

(b)  To maintain the ability of the Company and its subsidiaries to attract and
     retain executive officers and directors of outstanding ability by offering
     them an opportunity to acquire a continuing equity interest in the Company
     which will reflect the growth, development and success of the Company.

Towards these objectives, the Committee may award Restricted Stock to such
executive officers and directors pursuant to the terms and conditions of the
Plan.


SECTION 2.  DEFINITIONS. As used in the Plan, the following capitalized terms
shall have the meanings set forth below:

Agreement: a written certificate or award agreement evidencing an Award, as
described in Section 6.

Award: shares of Restricted Stock awarded pursuant to the terms and conditions
of the Plan.

Board: the Board of Directors of the Company.

Change in Control: a "change in control" with respect to the Company that would
be required to be reported in response to Item 1(a) of the Company's current
report on Form 8-K, pursuant to Section 13 or 15(d) of the Exchange Act, or
equivalent for foreign filers; provided that, without limitation, a "Change in
Control" shall be deemed to have occurred at such time as any person or group of
persons, within the meaning of Section 13(d) or 14(d) of the Exchange Act, is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of twenty percent (20%) or more of the combined
voting power of the then outstanding securities of the Company (other than, in
any such event, a sale or other disposition to or for the benefit of any
employee benefit plan (or related trust) of the Company or a subsidiary of the
Company, or acquisition or offer to acquire, by or on behalf of, the Company or
a subsidiary of the Company or any group comprised solely of such entities, of
shares of Stock); provided, however, that a "Change in Control" shall not be
deemed to have occurred if such a person or group files and maintains a Schedule
13G pursuant to Rule 13d-1 under the Exchange Act in connection with its
purchase of such securities; provided further, however, that upon the



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filing of a Schedule 13D pursuant to such rule by such person or group in
connection with such securities, there shall be deemed to be an immediate
"Change in Control." The foregoing to the contrary notwithstanding, a "Change in
Control" shall be deemed to have occurred if individuals who constitute the
"Incumbent Board" cease for any reason to constitute at least a majority of the
Board. "Incumbent Board" shall mean those individuals who constitute the Board
immediately following the effective date of the Plan, or any additional
individual who becomes a member of the Board and whose election, or nomination
for election, by the shareholders of the Company was approved by a vote of at
least three-fourths of the members of the Board comprising the Incumbent Board
(either by a specific vote or by approval of the proxy statement of the Company
in which such individual was named as a nominee for member of the Board without
objection to such nomination).

Committee: the Compensation Committee of the Board, or such other Board
committee as may be designated by the Board to administer the Plan.

Company: OMI Corporation, a Marshall Islands corporation, or any successor
entity.

Exchange Act: the Securities Exchange Act of 1934, as it may be amended from
time to time, including the rules and regulations promulgated thereunder and
successor provisions and regulations and rules thereto.

Fair Market Value of a share of Stock as of a given date: (a) the mean of the
highest and lowest reported sale prices for a share of Stock, on the principal
exchange on which the Stock is then listed or admitted to trading, for such
date, or, if no such prices are reported for such date, the most recent day for
which such prices are available shall be used; (b) if actual sales prices of the
Stock are not subject to reporting, the mean of the closing representative bid
and asked prices for a share of Stock on such date as reported by any nationally
recognized quotation system selected by the Committee; or (c) if the Stock is
not then listed or admitted to trading on a stock exchange and the method
provided for in clause (b) above shall not be practicable, the fair market value
determined by such other reasonable valuation method as the Committee shall, in
its discretion, select and apply in good faith as of the given date.

Participant: an individual who is eligible, pursuant to Section 5, and who has
been selected, pursuant to Section 3(b), to participate in the Plan, and who
holds an outstanding Award pursuant to the Plan.

Plan:  this OMI Corporation 2001 Restricted Stock Plan.

Restricted Stock: Stock awarded under the Plan in accordance with the terms and
conditions set forth in Section 6.

Restriction Period: a time period, which may or may not be based upon the
achievement of particular performance goals and/or the satisfaction of vesting
provisions (which may be dependent on the continued service of the applicable
Participant) applicable to, and established or specified by the Committee at the
time of, each award of Restricted Stock.



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Securities Act: the Securities Act of 1933, as it may be amended from time to
time, including the regulations and rules promulgated thereunder and successor
provisions and regulations and rules thereto.

Stock: the common stock, par value $0.50 per share, of the Company.


SECTION 3.  ADMINISTRATION AND INTERPRETATION.

(a)  The Committee shall have exclusive authority to operate, manage and
     administer the Plan in accordance with its terms and conditions.
     Notwithstanding the foregoing, in its absolute discretion, the Board may at
     any time and from time to time exercise any and all rights, duties and
     responsibilities of the Committee under the Plan, including, but not
     limited to, establishing procedures to be followed by the Committee, except
     with respect to matters which under any applicable law, regulation or rule,
     are required to be determined in the sole discretion of the Committee. If
     and to the extent that no Committee exists which has the authority to
     administer the Plan, the functions of the Committee shall be exercised by
     the Board.

(b)  The Committee shall be appointed from time to time by the Board, and the
     Committee shall consist of not less than two members of the Board.
     Appointment of Committee members shall be effective upon their acceptance
     of such appointment. Committee members may be removed by the Board at any
     time either with or without cause, and such members may resign at any time
     by delivering notice thereof to the Board. Any vacancy on the Committee,
     whether due to action of the Board or any other reason, shall be filled by
     the Board.

(c)  The Committee shall have full authority to grant, pursuant to the terms of
     the Plan, Awards to those individuals who are eligible to receive Awards
     under the Plan. In particular, the Committee shall have discretionary
     authority, in accordance with the terms of the Plan, to: determine
     eligibility for participation in the Plan; select, from time to time, from
     among those eligible, the executive officers of the Company and its
     subsidiaries and directors of the Company to whom Awards shall be granted
     under the Plan, which selection may be based upon information furnished to
     the Committee by the Company's or its subsidiaries' management; determine
     the number of shares of Stock to be included in any Award and the periods
     for which Awards will be outstanding; establish and administer any terms,
     conditions, performance criteria, restrictions, limitations, forfeiture,
     vesting schedule, and other provisions, including, without limitation, the
     Restriction Period, of or relating to any Award; grant waivers of terms,
     conditions, restrictions and limitations under the Plan or applicable to
     any Award, or accelerate the vesting of any Award; amend or adjust the
     terms and conditions of any outstanding Award and/or adjust the number
     and/or class of shares of Stock subject to any outstanding Award; at any
     time and from time to time after the granting of an Award, specify such
     additional terms, conditions and restrictions with respect to any such
     Award as may be deemed necessary or appropriate to ensure compliance with
     any and all applicable laws or rules, including, but not limited to, terms,
     restrictions and conditions for compliance with applicable securities laws
     and methods of withholding or providing



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     for the payment of required taxes; offer to buy out an Award previously
     granted, based on such terms and conditions as the Committee shall
     establish with and communicate to the Participant at the time such offer is
     made; and, to the extent permitted under the applicable Agreement, permit
     the transfer of an Award by one other than the Participant who received the
     grant of such Award.

(d)  The Committee shall have all authority that may be necessary or helpful to
     enable it to discharge its responsibilities with respect to the Plan.
     Without limiting the generality of the foregoing sentence or Section 3(a),
     and in addition to the powers otherwise expressly designated to the
     Committee in the Plan, the Committee shall have the exclusive right and
     discretionary authority to interpret the Plan and the Agreements; construe
     any ambiguous provision of the Plan and/or the Agreements and decide all
     questions concerning eligibility for and the amount of Awards granted under
     the Plan. The Committee may establish, amend, waive and/or rescind rules
     and regulations and administrative guidelines for carrying out the Plan and
     may correct any errors, supply any omissions or reconcile any
     inconsistencies in the Plan and/or any Agreement or any other instrument
     relating to any Awards. The Committee shall have the authority to adopt
     such procedures and subplans and grant Awards on such terms and conditions
     as the Committee determines necessary or appropriate to permit
     participation in the Plan by individuals otherwise eligible to so
     participate who are foreign nationals or employed outside of the United
     States, or otherwise to conform to applicable requirements or practices of
     jurisdictions outside of the United States; and take any and all such other
     actions it deems necessary or advisable for the proper operation and/or
     administration of the Plan. The Committee shall have full discretionary
     authority in all matters related to the discharge of its responsibilities
     and the exercise of its authority under the Plan. Decisions and actions by
     the Committee with respect to the Plan and any Agreement shall be final,
     conclusive and binding on all persons having or claiming to have any right
     or interest in or under the Plan and/or any Agreement.

(e)  Each Award shall be evidenced by an Agreement, which shall be executed by
     the Company and the Participant to whom such Award has been granted, unless
     the Agreement provides otherwise; two or more Awards granted to a single
     Participant may, however, be combined in a single Agreement. An Agreement
     shall not be a precondition to the granting of an Award; no person shall
     have any rights under any Award, however, unless and until the Participant
     to whom the Award shall have been granted (i) shall have executed and
     delivered to the Company an Agreement or other instrument evidencing the
     Award, unless such Agreement provides otherwise, and (ii) has otherwise
     complied with the applicable terms and conditions of the Award. The
     Committee shall prescribe the form of all Agreements, and, subject to the
     terms and conditions of the Plan, shall determine the content of all
     Agreements. Any Agreement may be supplemented or amended in writing from
     time to time as approved by the Committee; provided that the terms and
     conditions of any such Agreement as supplemented or amended are not
     inconsistent with the provisions of the Plan.

(f)  Except to the extent prohibited by applicable law, including, without
     limitation, the requirements for any Award to an officer to be covered by
     any exemptive rule under



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     Section 16 of the Exchange Act (including Rule 16b-3, or any successor
     rule, as the same may be amended from time to time), or the applicable
     rules of a stock exchange, the Committee may, in its discretion, allocate
     all or any portion of its responsibilities and powers under this Section 3
     to any one or more of its members and/or delegate all or any part of its
     responsibilities and powers under this Section 3 to any person or persons
     selected by it; provided, however, that the Committee may not delegate its
     authority to correct errors, omissions or inconsistencies in the Plan. Any
     such authority delegated or allocated by the Committee under this Section
     3(f) shall be exercised in accordance with the terms and conditions of the
     Plan and any rules, regulations or administrative guidelines that may from
     time to time be established by the Committee, and any such allocation or
     delegation may be revoked by the Committee at any time.


SECTION 4.  SHARES OF STOCK SUBJECT TO THE PLAN.

(a)  The securities subject to Awards granted under the Plan shall be shares of
     Stock. Such shares of Stock subject to the Plan may be either authorized
     and unissued shares (which will not be subject to preemptive rights) or
     previously issued shares acquired by the Company or any subsidiary of the
     Company. The total number of shares of Stock that may be delivered pursuant
     to Awards granted under the Plan is 1,000,000; provided, however, that the
     number of shares of Stock that may be delivered hereunder shall be reduced
     by the number of shares of Stock subject to stock options granted under the
     OMI Corporation 1998 Stock Option Plan after the effective date of the
     Plan, to the extent required to cause the aggregate number of shares of
     Stock authorized for issuance under the Plan and the OMI Corporation 1998
     Stock Option Plan to not exceed more than 3,467,154 shares of Stock;
     provided further, however, that the foregoing limitations, as well as the
     limitation specified in Section 5(b), shall not apply to the extent that
     the shares of Stock delivered under the Plan have been acquired by the
     Company or its subsidiaries in the open market.(1)

(b)  Notwithstanding any of the foregoing limitations set forth in this Section
     4, the number of shares of Stock specified in this Section 4 shall be
     adjusted as provided in Section 10.

(c)  Any shares of Stock subject to an Award which are forfeited to the Company
     may again be granted pursuant to an Award under the Plan, subject to the
     limitations of this Section 4.


SECTION 5.  ELIGIBILITY.


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(1)  Five percent of the shares of Stock outstanding at the time the Plan is
     adopted.



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(a)  Executive officers of the Company and its subsidiaries and directors of the
     Company (whether or not also employees) shall be eligible to become
     Participants and receive Awards in accordance with the terms and conditions
     of the Plan.


(b)  Notwithstanding any other provision of the Plan to the contrary, but
     subject to the second proviso of the second sentence of Section 4(a), no
     single Participant may acquire under the Plan more than 693,430 shares of
     Stock.(2)


SECTION 6.  AWARDS OF RESTRICTED STOCK.

(a)  All Awards under the Plan shall be subject to all the applicable provisions
     of the Plan, including the following terms and conditions, and to such
     other terms and conditions not inconsistent therewith, as the Committee
     shall determine and which are set forth in the applicable Agreement.
     Subject to the terms and restrictions of this Section 6 or the applicable
     Agreement or determined by the Committee, upon delivery of Restricted Stock
     to a Participant, or creation of a book entry evidencing a Participant's
     ownership of shares of Restricted Stock, pursuant to Section 6(e), the
     Participant shall have all of the rights of a stockholder with respect to
     such shares.

(b)  The Committee may, in its discretion, authorize the award of Restricted
     Stock to a Participant. The Committee may make any such Award without the
     requirement of any cash payment from the Participant to whom such Award is
     made, or may require a cash payment from such a Participant in an amount no
     greater than the aggregate Fair Market Value of the Restricted Stock as of
     the date of grant in exchange for, or as a condition precedent to, the
     completion of such Award and the issuance of such shares of Restricted
     Stock.

(c)  During the Restriction Period stated in the Agreement, the Participant who
     receives shares of Restricted Stock shall not be permitted to sell,
     transfer, pledge, assign, encumber or otherwise dispose of such shares. Any
     attempt by such recipient to do so shall constitute the immediate and
     automatic forfeiture of such Award.

(d)  Except as otherwise provided in Section 10(c), shares of Restricted Stock
     shall be forfeited and revert to the Company upon (i) termination for any
     reason of the recipient's service with the Company or a subsidiary of the
     Company and/or (ii) failure to satisfy any performance goals to the extent
     set forth in the Agreement. Notwithstanding the foregoing, upon any such
     termination of service during the Restriction Period, shares of Restricted
     Stock shall become free of all or part of the restrictions applicable
     thereto to the extent that the Agreement, as determined by the Committee in
     its discretion on the award date, provides for lapse of such restrictions
     upon such termination of service, or the



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(2)  One percent of the shares of Stock outstanding at the time the Plan is
     adopted.



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     Committee, in its discretion, otherwise determines to waive forfeiture of
     such shares of Restricted Stock for whatever reason the Committee considers
     to be in the interests of the Company.

(e)  Each Participant who receives shares of Restricted Stock hereunder shall be
     issued one or more stock certificates in respect of such shares of
     Restricted Stock. Any such stock certificates for shares of Restricted
     Stock shall be registered in the name of the Participant but shall be
     appropriately legended and returned to the Company or its agent by the
     recipient, together with a stock power or other appropriate instrument of
     transfer, endorsed in blank by the recipient. The foregoing to the contrary
     notwithstanding, as the Committee, in its discretion, may deem appropriate,
     in lieu of the issuance of certificates for any shares of Restricted Stock
     during the applicable Restriction Period, a "book entry" (i.e., a
     computerized or manual entry) may be made in the records of the Company, or
     its designated agent, to evidence the ownership of such shares of
     Restricted Stock in the name of the applicable Participant. Such records of
     the Company or such agent shall, absent manifest error, be binding on all
     Participants hereunder. The holding of shares of Restricted Stock by the
     Company or its agent, or the use of book entries to evidence the ownership
     of shares of Restricted Stock, in accordance with this Section 6(e), shall
     not affect the rights of Participants as owners of their shares of
     Restricted Stock, nor affect the Restriction Period applicable to such
     shares under the Plan or the Agreement.

(f)  During the Restriction Period, a Participant who holds outstanding shares
     of Restricted Stock shall be entitled to any dividends paid thereon, unless
     determined otherwise by the Committee and set forth in the Agreement. The
     Committee may apply any restrictions to such dividends that the Committee
     deems appropriate. Except as set forth in the Agreement, in the event of
     any adjustment as provided in Section 10, or any stock or securities are
     received as a dividend on shares of Restricted Stock, any new or additional
     shares or securities received by a recipient of Restricted Stock shall be
     subject to the same terms and conditions, including the Restriction Period,
     as relate to the original shares of Restricted Stock.

(g)  A Participant's shares of Restricted Stock shall become free of the
     foregoing restrictions upon the expiration of the applicable Restriction
     Period and the Company shall, subject to Sections 6(h), 11(c) and 11(d),
     then deliver stock certificates evidencing such Stock to such Participant.

(h)  Restricted Stock and any Stock received upon the expiration of the
     Restriction Period shall be subject to such other transfer restrictions
     and/or legending requirements that are imposed by the Committee, in its
     discretion, and may be specified in the Agreement.

(i)  Subject to the terms of the Plan, the Committee may modify outstanding
     Awards or accept the surrender of outstanding shares of Restricted Stock
     (to the extent that the Restriction Period or other restrictions applicable
     to such shares have not yet lapsed) and grant new Awards in substitution
     for such Restricted Stock.


SECTION 7.  TRANSFER, LEAVE OF ABSENCE.



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A transfer of an employee from the Company to a subsidiary or an affiliate of
the Company, or vice versa, or from one subsidiary or affiliate to another, and
a leave of absence, duly authorized in writing by the Company or a subsidiary or
affiliate of the Company, shall not be deemed a termination of employment of
such employee.


SECTION 8.  RIGHTS OF EMPLOYEES AND OTHER PERSONS.

(a)  No person shall have any rights or claims under the Plan except in
     accordance with the provisions of the Plan and the applicable Agreement.

(b)  Nothing contained in the Plan or in any Agreement shall be deemed to give
     any director, executive officer or any other employee the right to be
     retained in the service of the Company or a subsidiary thereof nor restrict
     in any way the right of the Company or any such subsidiary to terminate any
     executive officer's or other employee's employment or any director's
     service on the Board at any time with or without cause.

(c)  The adoption of the Plan shall not be deemed to give any director,
     executive officer or employee of the Company or a subsidiary thereof or any
     other person any right to be selected to participate in the Plan or to be
     granted an Award.

(d)  Nothing contained in the Plan or in any Agreement shall be deemed to give
     any director, executive officer or any other employee the right to receive
     any bonus, whether payable in cash or in Stock, or in any combination
     thereof, from the Company or its subsidiaries, nor be construed as limiting
     in any way the right of the Company or its subsidiaries to determine, in
     its sole discretion, whether or not it shall pay any employee or director
     bonuses, and, if so paid, the amount thereof and the manner of such
     payment.


SECTION 9.  TAX WITHHOLDING OBLIGATIONS.

(a)  The Company is authorized to take whatever actions are necessary and proper
     to satisfy all obligations of Participants (including, for purposes of this
     Section 9, any other person entitled to exercise an Award pursuant to the
     Plan or an Agreement) for the payment of all Federal, state, local and
     foreign taxes in connection with any Awards (including, but not limited to,
     actions pursuant to the following Section 9(b)).

(b)  Each Participant shall (and in no event shall Stock be delivered to a
     Participant with respect to an Award until), no later than the date as of
     which the value of the Award first becomes includible in the gross income
     of the Participant for income tax purposes, pay to the Company in cash, or
     make arrangements satisfactory to the Company, as determined in the
     Committee's discretion, regarding payment to the Company of, any taxes of
     any kind required by law to be withheld with respect to the Stock or other
     property subject to such Award, and the Company shall, to the extent
     permitted by law, have the right to deduct any such taxes from any payment
     of any kind otherwise due to such Participant. Notwithstanding the above,
     the Committee may, in its discretion and pursuant to procedures approved by
     the Committee, permit the Participant to elect withholding by the Company
     of Stock or other property otherwise deliverable to such Participant
     pursuant to



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     his or her Award, provided, however, that the amount of any Stock so
     withheld shall not exceed the amount necessary to satisfy the Company's
     required tax withholding obligations using the minimum statutory
     withholding rates for Federal, state and/or local tax purposes, including
     payroll taxes, that are applicable to supplemental taxable income in full
     or partial satisfaction of such tax obligations, based on the Fair Market
     Value of the Stock on the payment date as determined by the Committee.

(c)  If a Participant makes an election under Section 83(b) of the Internal
     Revenue Code of 1986, as amended (the "Code"), or any successor section
     thereto, to be taxed with respect to an Award as of the date of transfer of
     the Restricted Stock rather than as of the date or dates upon which the
     Participant would otherwise be taxable under Section 83(a) of the Code,
     such Participant shall deliver a copy of such election to the Company
     immediately after filing such election with the Internal Revenue Service.
     Neither the Company nor any of its affiliates shall have any liability or
     responsibility relating to or arising out of the filing or not filing of
     any such election or any defects in its construction.


SECTION 10.  CHANGES IN CAPITAL.

(a)  The existence of the Plan and any Awards granted hereunder shall not affect
     in any way the right or power of the Board or the stockholders of the
     Company to make or authorize any adjustment, recapitalization,
     reorganization or other change in the Company's or its subsidiaries'
     capital structure or its business, any merger or consolidation of the
     Company or a subsidiary of the Company, any issue of debt, preferred or
     prior preference stock ahead of or affecting Stock, the authorization or
     issuance of additional shares of Stock, the dissolution or liquidation of
     the Company or its subsidiaries, any sale or transfer of all or part of its
     assets or business or any other corporate act or proceeding.

(b)  Upon changes in the outstanding Stock by reason of a stock dividend, stock
     split, reverse stock split, subdivision, recapitalization,
     reclassification, merger, consolidation (whether or not the Company is a
     surviving corporation), combination or exchange of shares of Stock,
     separation, or reorganization, or in the event of an extraordinary
     dividend, "spin-off," liquidation, other substantial distribution of assets
     of the Company or acquisition of property or stock or other change in
     capital of the Company, or the issuance by the Company of shares of its
     capital stock without receipt of full consideration therefor, or rights or
     securities exercisable, convertible or exchangeable for shares of such
     capital stock, or any similar change affecting the Company's capital
     structure, the aggregate number, class and kind of shares of stock
     available under the Plan as to which Awards may be granted, the limitation
     set forth in Section 5 on the number of shares of Stock that may be
     acquired by a single Participant under the Plan and the number, class and
     kind of shares under each outstanding Award shall be appropriately adjusted
     by the Committee in its discretion to preserve the benefits or potential
     benefits intended to be made available under the Plan or with respect to
     any outstanding Awards or otherwise necessary to reflect any such change.

(c)  Immediately prior to a Change in Control, all restrictions imposed by the
     Committee on any outstanding Award shall be immediately automatically
     canceled, the Restriction



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     Period applicable to all outstanding Awards shall immediately terminate and
     such Awards shall be fully vested, and any applicable performance goals
     shall be deemed achieved at not less than the target level.

(d)  No Participant shall have or be deemed to have any right to prevent the
     consummation of the acts described in this Section 10 affecting the number
     of shares of Stock subject to any Award held by the Participant. Any
     actions or determinations by the Committee under this Section 10 need not
     be uniform as to all outstanding Awards, and need not treat all
     Participants identically.


SECTION 11.  MISCELLANEOUS PROVISIONS.

(a)  The Plan shall be unfunded. The Company shall not be required to establish
     any special or separate fund or to make any other segregation of assets to
     assure the issuance of shares of Stock under any Award. Any proceeds from
     Awards under the Plan shall constitute general funds of the Company.

(b)  Except as otherwise provided in this Section 11(b) or by the Committee, an
     Award by its terms shall be personal and may not be sold, transferred,
     pledged, assigned, encumbered or otherwise alienated or hypothecated
     otherwise than by will or by the laws of descent and distribution and shall
     be exercisable during the lifetime of a Participant only by him or her. An
     Agreement may permit the payment or distribution of a Participant's Award
     (or any portion thereof) after his or her death to the beneficiary most
     recently named by such Participant in a written designation thereof filed
     with the Company, or, in lieu of any such surviving beneficiary, as
     designated by the Participant by will or by the laws of descent and
     distribution. In the event any Award is to be paid or distributed to the
     executors, administrators, heirs or distributees of the estate of a
     deceased Participant, or such a Participant's beneficiary, in any such case
     pursuant to the terms and conditions of the Plan and the applicable
     Agreement and in accordance with such terms and conditions as may be
     specified from time to time by the Committee, the Company shall be under no
     obligation to issue Stock thereunder unless and until the Committee is
     satisfied that the person or persons to receive such Stock is the duly
     appointed legal representative of the deceased Participant's estate or the
     proper legatee or distributee thereof or the named beneficiary of such
     Participant.

(c)  (i)   Notwithstanding any other provision of the Plan, any Award granted to
           an officer of the Company who is then subject to Section 16 of the
           Exchange Act, shall be subject to any additional limitations set
           forth in any applicable exemptive rule under Section 16 of the
           Exchange Act (including Rule 16b-3, or any successor rule, as the
           same may be amended from time to time) that are requirements for the
           application of such exemptive rule, and the Plan and applicable
           Agreement shall be deemed amended to the extent necessary to conform
           to such limitations.

     (ii)  If at any time the Committee shall determine, in its discretion, that
           the listing, registration and/or qualification of shares of Stock
           upon any securities exchange or under any state or Federal law, or
           the consent or approval of any governmental



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<PAGE>


           regulatory body, is necessary or desirable as a condition of, or in
           connection with, the sale or purchase of shares of Stock hereunder,
           no Award may be awarded or paid in whole or in part unless and until
           such listing, registration, qualification, consent and/or approval
           shall have been effected or obtained, or otherwise provided for, free
           of any conditions not acceptable to the Committee.

     (iii) If at any time counsel to the Company shall be of the opinion that
           any sale or delivery of shares of Stock pursuant to an Award is or
           may be in the circumstances unlawful or result in the imposition of
           excise taxes on the Company or its affiliates under the statutes,
           rules or regulations of any applicable jurisdiction, the Company
           shall have no obligation to make such sale or delivery, or to make
           any application or to effect or to maintain any qualification or
           registration under the Securities Act, or otherwise with respect to
           shares of Stock or Awards, until, in the opinion of such counsel,
           such sale or delivery shall be lawful or will not result in the
           imposition of excise taxes on the Company or its affiliates.

     (iv)  Upon termination of any period of suspension under this Section
           11(c), any Award affected by such suspension which shall not then
           have expired or terminated shall be reinstated as to all shares
           available before such suspension and as to the shares which would
           otherwise have become available during the period of such suspension,
           but no suspension shall extend the term of any Award.

(d)  The Committee may require each person receiving Stock in connection with
     any Award under the Plan to represent and agree with the Company in writing
     that such person is acquiring the shares of Stock for investment without a
     view to the distribution thereof. The Committee, in its absolute
     discretion, may impose such restrictions on the ownership and
     transferability of the shares of Stock purchasable or otherwise receivable
     by any person under any Award as it deems appropriate. Any such
     restrictions shall be set forth in the applicable Agreement, and the
     certificates evidencing such shares may include any legend that the
     Committee deems appropriate to reflect any such restrictions.

(e)  By accepting any benefit under the Plan, each Participant and each person
     claiming under or through such Participant shall be conclusively deemed to
     have indicated their acceptance and ratification of, and consent to, all of
     the terms and conditions of the Plan and any action taken under the Plan by
     the Company, the Committee or the Board, in any case in accordance with the
     terms and conditions of the Plan.

(f)  In the discretion of the Committee, a Participant may elect irrevocably (at
     a time and in a manner determined by the Committee) prior to the expiration
     of the Restriction Period applicable to his or her Restricted Stock that
     delivery of shares of Stock upon such expiration shall be deferred until a
     future date and/or the occurrence of a future event or events, specified in
     such election. Upon the vesting of such Restricted Stock and until the
     delivery of any deferred shares, the number of shares otherwise issuable to
     the Participant shall be credited to a memorandum account in the records of
     the Company and any dividends or other distributions payable on such shares
     shall be deemed reinvested in



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<PAGE>


     additional shares of Stock, in a manner determined by the Committee, until
     all shares of Stock credited to such Participant's memorandum account shall
     become issuable pursuant to the Participant's election.

(g)  Neither the adoption of the Plan nor anything contained herein shall affect
     any other compensation or incentive plans or arrangements of the Company or
     its subsidiaries, or prevent or limit the right of the Company or any
     subsidiary to establish any other forms of incentives or compensation for
     their directors, employees or consultants or grant or assume options or
     other rights otherwise than under the Plan.

(h)  The Plan shall be governed by and construed in accordance with the laws of
     the State of New York, without regard to such state's conflict of law
     provisions, and, in any event, except as superseded by applicable Federal
     law.

(i)  The words "Section," "subsection" and "paragraph" herein shall refer to
     provisions of the Plan, unless expressly indicated otherwise. Wherever any
     words are used in the Plan or any Agreement in the masculine gender they
     shall be construed as though they were also used in the feminine gender in
     all cases where they would so apply, and wherever any words are used herein
     in the singular form they shall be construed as though they were also used
     in the plural form in all cases where they would so apply.

(j)  The Company shall bear all costs and expenses incurred in administering the
     Plan, including expenses of issuing Stock pursuant to any Awards granted
     hereunder.


SECTION 12.  LIMITS OF LIABILITY

(a)  Any liability of the Company or its subsidiaries to any Participant with
     respect to any Award shall be based solely upon contractual obligations
     created by the Plan and the Agreement.

(b)  None of the Company, its subsidiaries, any member of the Board or the
     Committee, or any other person participating in any determination of any
     question under the Plan, or in the interpretation, administration or
     application of the Plan, shall have any liability, in the absence of bad
     faith, to any party for any action taken or not taken in connection with
     the Plan, except as may expressly be provided by statute.


SECTION 13.  EFFECTIVE DATE; AMENDMENTS AND TERMINATION

(a)  The Plan shall be adopted and approved by the Board and, following such
     adoption and approval, shall become effective on July 1, 2001.

(b)  The Board may, at any time and with or without prior notice, amend, alter,
     suspend, or terminate the Plan, retroactively or otherwise; provided,
     however, that, unless otherwise required by law or specifically provided
     herein, no such amendment, alteration, suspension, or termination shall be
     made which would materially impair the previously accrued rights of any
     Participant with respect to his or her Award without his or her



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<PAGE>


     written consent. The Committee may amend the terms of any Award previously
     granted, including any Agreement, retroactively or prospectively, but no
     such amendment shall materially impair the previously accrued rights of any
     Participant with respect to any such Award without his or her written
     consent.

(c)  The Plan shall terminate upon the date all shares of Stock subject to the
     Plan have been delivered pursuant to the Plan's provisions, and no such
     shares are any longer subject to any Restriction Period.






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