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                                                                    Exhibit 10.5

                               PENTON MEDIA, INC.
                   1998 EQUITY AND PERFORMANCE INCENTIVE PLAN
            (As Amended and Restated Effective as of March 15, 2001)

     1. PURPOSE. The purpose of the Penton Media, Inc. 1998 Equity and
Performance Incentive Plan (As Amended and Restated Effective as of March 15,
2001) is to attract and retain officers and other employees for Penton Media,
Inc., a Delaware corporation, and its Subsidiaries and to provide to such
persons incentives and rewards for superior performance.

     2. DEFINITIONS. As used in this Plan,

     "Appreciation Right" means a right granted pursuant to Section 5 of this
Plan, and shall include both Tandem Appreciation Rights and Free-Standing
Appreciation Rights.

     "Base Price" means the price to be used as the basis for determining the
Spread upon the exercise of a Free-Standing Appreciation Right and a Tandem
Appreciation Right.

     "Board" means the Board of Directors of the Company and, to the extent of
any delegation by the Board to a committee (or subcommittee thereof) pursuant to
Section 15 of this Plan, such committee (or subcommittee).

     "Change of Control" shall have the meaning provided in Section 11 of this
Plan.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

     "Common Stock" means the Common Stock, par value $.01 per share, of the
Company or any security into which such Common Stock may be changed by reason of
any transaction or event of the type referred to in Section 10 of this Plan.

     "Company" means Penton Media, Inc., a Delaware corporation.

     "Covered Employee" means a Participant who is, or is determined by the
Board to be likely to become, a "covered employee" within the meaning of Section
162(m) of the Code (or any successor provision).

     "Date of Grant" means the date specified by the Board on which a grant of
Option Rights, Appreciation Rights, Performance Shares or Performance Units or a
grant or sale of Restricted Shares or Deferred Shares shall become effective
(which date shall not be earlier than the date on which the Board takes action
with respect thereto).

     "Deferral Period" means the period of time during which Deferred Shares are
subject to deferral limitations under Section 7 of this Plan.

     "Deferred Shares" means an award made pursuant to Section 7 of this Plan of
the right to receive shares of Common Stock at the end of a specified Deferral
Period.

     "Director" means a member of the Board of Directors of the Company.


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     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder, as such law, rules and regulations may be
amended from time to time.

     "Free-Standing Appreciation Right" means an Appreciation Right granted
pursuant to Section 5 of this Plan that is not granted in tandem with an Option
Right.

     "Incentive Stock Options" means Option Rights that are intended to qualify
as "incentive stock options" under Section 422 of the Code or any successor
provision.

     "Management Objectives" means the measurable performance objective or
objectives established pursuant to this Plan for Participants who have received
grants of Performance Shares or Performance Units or, when so determined by the
Board, Option Rights, Appreciation Rights, Restricted Shares and dividend
credits pursuant to this Plan. Management Objectives may be described in terms
of Company-wide objectives or objectives that are related to the performance of
the individual Participant or of the Subsidiary, division, department, region or
function within the Company or Subsidiary in which the Participant is employed.
The Management Objectives may be made relative to the performance of other
corporations. The Management Objectives applicable to any award to a Covered
Employee shall be based on specified levels of or growth in one or more of the
following criteria:

     1. cash flow/net assets ratio;
     2. debt/capital ratio;
     3. return on total capital;
     4. return on equity;
     5. earnings per share growth;
     6. revenue growth; and
     7. total return to shareholders.

     If the Board determines that a change in the business, operations,
corporate structure or capital structure of the Company, or the manner in which
it conducts its business, or other events or circumstances render the Management
Objectives unsuitable, the Board may in its discretion modify such Management
Objectives or the related minimum acceptable level of achievement, in whole or
in part, as the Board deems appropriate and equitable, except in the case of a
Covered Employee where such action would result in the loss of the otherwise
available exemption of the award under Section 162(m) of the Code. In such case,
the Board shall not make any modification of the Management Objectives or
minimum acceptable level of achievement.

     "Market Value per Share" means, as of any particular date, the fair market
value of the shares of Common Stock as determined by the Board.

     "Optionee" means the optionee named in an agreement evidencing an
outstanding Option Right.

     "Option Price" means the purchase price payable on exercise of an Option
Right.

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     "Option Right" means the right to purchase shares of Common Stock upon
exercise of an option granted pursuant to Section 4 of this Plan.

     "Participant" means a person who is selected by the Board to receive
benefits under this Plan and who is at the time an officer, or other employee of
the Company or any one or more of its Subsidiaries, or who has agreed to
commence serving in any of such capacities within 90 days of the Date of Grant.

     "Performance Period" means, in respect of a Performance Share or
Performance Unit, a period of time established pursuant to Section 8 of this
Plan within which the Management Objectives relating to such Performance Share
or Performance Unit are to be achieved.

     "Performance Share" means a bookkeeping entry that records the equivalent
of one share of Common Stock awarded pursuant to Section 8 of this Plan.

     "Performance Unit" means a bookkeeping entry that records a unit equivalent
to $1.00 awarded pursuant to Section 8 of this Plan.

     "Plan" means this Penton Media, Inc. 1998 Equity and Performance Incentive
Plan (As Amended and Restated Effective as of March 15, 2001).

     "Reload Option Rights" means additional Option Rights granted automatically
to an Optionee upon the exercise of Option Rights pursuant to Section 4(g) of
this Plan.

     "Restricted Shares" means shares of Common Stock granted or sold pursuant
to Section 6 of this Plan as to which neither the substantial risk of forfeiture
nor the prohibition on transfers referred to in such Section 6 has expired.

     "Rule 16b-3" means Rule 16b-3 under the Exchange Act (or any successor rule
to the same effect) as in effect from time to time.

     "Spread" means the excess of the Market Value per Share on the date when an
Appreciation Right is exercised, or on the date when Option Rights are
surrendered in payment of the Option Price of other Option Rights, over the
Option Price or Base Price provided for in the related Option Right or
Free-Standing Appreciation Right, respectively.

     "Subsidiary" means a corporation, company or other entity (i) more than 50
percent of whose outstanding shares or securities (representing the right to
vote for the election of directors or other managing authority) are, or (ii)
which does not have outstanding shares or securities (as may be the case in a
partnership, joint venture or unincorporated association), but more than 50
percent of whose ownership interest representing the right generally to make
decisions for such other entity is, now or hereafter, owned or controlled,
directly or indirectly, by the Company except that for purposes of determining
whether any person may be a Participant for purposes of any grant of Incentive
Stock Options, "Subsidiary" means any corporation in which at the time the
Company owns or controls, directly or indirectly, more than 50 percent of the
total combined voting power represented by all classes of stock issued by such
corporation.

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     "Tandem Appreciation Right" means an Appreciation Right granted pursuant to
Section 5 of this Plan that is granted in tandem with an Option Right.

     "Voting Power" means at any time, the total votes relating to the
then-outstanding securities entitled to vote generally in the election of
Directors.

     3. SHARES AVAILABLE UNDER THIS PLAN.

     (a) Subject to adjustment as provided in Section 3(b) and Section 10 of
this Plan, the number of shares of Common Stock that may be issued or
transferred (i) upon the exercise of Option Rights or Appreciation Rights, (ii)
as Restricted Shares and released from substantial risks of forfeiture thereof,
(iii) as Deferred Shares, (iv) in payment of Performance Shares or Performance
Units that have been earned or (v) in payment of dividend equivalents paid with
respect to awards made under this Plan shall not exceed in the aggregate
5,500,000 shares of Common Stock (2,500,000 of which were approved in 1999 and
3,000,000 of which are being added as of this Amendment and Restatement), plus
any shares described in Section 3(b). Such shares may be shares of original
issuance or treasury shares or a combination of the foregoing.

     (b) The number of shares available in Section 3(a) above shall be adjusted
to account for shares relating to awards that expire, are forfeited or are
transferred, surrendered or relinquished upon the payment of any Option Price by
the transfer to the Company of shares of Common Stock or upon satisfaction of
any withholding amount. Upon payment in cash of the benefit provided by any
award granted under this Plan, any shares that were covered by that award shall
again be available for issue or transfer hereunder.

     (c) Notwithstanding anything in this Section 3, or elsewhere in this Plan,
to the contrary and subject to adjustment as provided in Section 10 of this
Plan, (i) the aggregate number of shares of Common Stock actually issued or
transferred by the Company upon the exercise of Incentive Stock Options shall
not exceed 2,500,000 shares of Common Stock; (ii) no Participant shall be
granted Option Rights and Appreciation Rights, in the aggregate, for more than
200,000 shares of Common Stock during any period of 1 year; and (iii) the number
of shares issued as Restricted Shares shall not in the aggregate exceed 200,000
shares of Common Stock.

     (d) Notwithstanding any other provision of this Plan to the contrary, in no
event shall any Participant in any calendar year receive an award of Performance
Shares or Performance Units having an aggregate maximum value as of their
respective Dates of Grant in excess of $1,000,000.

     4. OPTION RIGHTS. The Board may, from time to time and upon such terms and
conditions as it may determine, authorize the granting to Participants of
options to purchase shares of Common Stock. Each such grant may utilize any or
all of the authorizations, and shall be subject to all of the requirements
contained in the following provisions:

     (a) Each grant shall specify the number of shares of Common Stock to which
it pertains subject to the limitations set forth in Section 3 of this plan.

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     (b) Each grant shall specify an Option Price per share. The Option Price of
an Incentive Stock Option may not be less than 100% of the Market Value per
Share on the Date of Grant as set by the Board on such date. The Option Price of
all other Option Rights may not be less than 85% of the Market Value per Share
on the Date of Grant as set by the Board on such date and may not be less than
the par value of a share of Common Stock.

     (c) Each grant shall specify whether the Option Price shall be payable (i)
in cash or by check acceptable to the Company, (ii) by the actual or
constructive transfer to the Company of shares of Common Stock owned by the
Optionee for at least 6 months (or other consideration authorized pursuant to
Section 4(d)) having a value at the time of exercise equal to the total Option
Price, or (iii) by a combination of such methods of payment.

     (d) The Board may determine, at or after the Date of Grant, that payment of
the Option Price of any Option Right (other than an Incentive Stock Option) may
also be made in whole or in part in the form of Restricted Shares or other
shares of Common Stock that are forfeitable or subject to restrictions on
transfer, Deferred Shares, Performance Shares (based, in each case, on the
Market Value per Share on the date of exercise), other Option Rights (based on
the Spread on the date of exercise) or Performance Units. Unless otherwise
determined by the Board at or after the Date of Grant, whenever any Option Price
is paid in whole or in part by means of any of the forms of consideration
specified in this Section 4(d), the shares of Common Stock received upon the
exercise of the Option Rights shall be subject to such risks of forfeiture or
restrictions on transfer as may correspond to any that apply to the
consideration surrendered, but only to the extent, determined with respect to
the consideration surrendered, of (i) the number of shares or Performance
Shares, (ii) the Spread of any unexercisable portion of Option Rights, or (iii)
the stated value of Performance Units.

     (e) Any grant may provide for deferred payment of the Option Price from the
proceeds of sale through a broker on a date satisfactory to the Company of some
or all of the shares to which such exercise relates.

     (f) Any grant may provide for payment of the Option Price, at the election
of the Optionee, in installments, with or without interest, upon terms
determined by the Board.

     (g) Any grant may, at or after the Date of Grant, provide for the automatic
grant of Reload Option Rights to an Optionee upon the exercise of Option Rights
(including Reload Option Rights) using shares of Common Stock or other
consideration specified in Section 4(d). Reload Option Rights shall cover up to
the number of shares of Common Stock, Deferred Shares, Option Rights or
Performance Shares (or the number of shares of Common Stock having a value equal
to the value of any Performance Units) surrendered to the Company upon any such
exercise in payment of the Option Price or to meet any withholding obligations.
Reload Options may have an Option Price that is no less than that which
represents the same percentage of the Market Value per Share at the time of
exercise of the Option Rights that the share Option Price represented of the
Market Value per Share at the time the Option Rights being exercised were
granted and shall be on such other terms as may be specified by the Directors,
which may be the same as or different from those of the original Option Rights.

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     (h) Successive grants may be made to the same Participant whether or not
any Option Rights previously granted to such Participant remain unexercised.

     (i) Each grant shall specify the period or periods of continuous service by
the Optionee with the Company or any Subsidiary that is necessary before the
Option Rights or installments thereof will become exercisable and may provide
for the earlier exercise of such Option Rights in the event of a Change of
Control.

     (j) Any grant of Option Rights may specify Management Objectives that must
be achieved as a condition to the exercise of such rights.

     (k) Option Rights granted under this Plan may be (i) options, including,
without limitation, Incentive Stock Options, that are intended to qualify under
particular provisions of the Code, (ii) options that are not intended so to
qualify, or (iii) combinations of the foregoing.

     (l) The Board may, at or after the Date of Grant of any Option Rights
(other than Incentive Stock Options), provide for the payment of dividend
equivalents to the Optionee on either a current or deferred or contingent basis
or may provide that such equivalents shall be credited against the Option Price.

     (m) The exercise of an Option Right shall result in the cancellation on a
share- for-share basis of any Tandem Appreciation Right authorized under Section
5 of this Plan.

     (n) No Option Right shall be exercisable more than 10 years from the Date
of Grant.

     (o) Each grant of Option Rights shall be evidenced by an agreement executed
on behalf of the Company by an officer and delivered to the Optionee and
containing such terms and provisions, consistent with this Plan, as the Board
may approve.

     5. APPRECIATION RIGHTS.

     (a) The Board may authorize the granting (i) to any Optionee, of Tandem
Appreciation Rights in respect of Option Rights granted hereunder, and (ii) to
any Participant, of Free-Standing Appreciation Rights. A Tandem Appreciation
Right shall be a right of the Optionee, exercisable by surrender of the related
Option Right, to receive from the Company an amount determined by the Board,
which shall be expressed as a percentage of the Spread (not exceeding 100
percent) at the time of exercise. Tandem Appreciation Rights may be granted at
any time prior to the exercise or termination of the related Option Rights;
provided, however, that a Tandem Appreciation Right awarded in relation to an
Incentive Stock Option must be granted concurrently with such Incentive Stock
Option. A Free-Standing Appreciation Right shall be a right of the Participant
to receive from the Company an amount determined by the Board, which shall be
expressed as a percentage of the Spread (not exceeding 100 percent) at the time
of exercise.

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     (b) Each grant of Appreciation Rights may utilize any or all of the
authorizations, and shall be subject to all of the requirements, contained in
the following provisions:

          (i) Any grant may specify that the amount payable on exercise of an
     Appreciation Right may be paid by the Company in cash, in shares of Common
     Stock or in any combination thereof and may either grant to the Participant
     or retain in the Board the right to elect among those alternatives.

          (ii) Any grant may specify that the amount payable on exercise of an
     Appreciation Right may not exceed a maximum specified by the Board at the
     Date of Grant.

          (iii) Any grant may specify waiting periods before exercise and
     permissible exercise dates or periods.

          (iv) Any grant may specify that such Appreciation Right may be
     exercised only in the event of, or earlier in the event of, a Change of
     Control.

          (v) Any grant may provide for the payment to the Participant of
     dividend equivalents thereon in cash or shares of Common Stock on a
     current, deferred or contingent basis.

          (vi) Any grant of Appreciation Rights may specify Management
     Objectives that must be achieved as a condition of the exercise of such
     Rights.

          (vii) Each grant of Appreciation Rights shall be evidenced by an
     agreement executed on behalf of the Company by an officer and delivered to
     and accepted by the Participant, which agreement shall describe such
     Appreciation Rights, identify the related Option Rights (if applicable),
     state that such Appreciation Rights are subject to all the terms and
     conditions of this Plan, and contain such other terms and provisions,
     consistent with this Plan, as the Board may approve.

     (c) Any grant of Tandem Appreciation Rights shall provide that such Rights
may be exercised only at a time when the related Option Right is also
exercisable and at a time when the Spread is positive, and by surrender of the
related Option Right for cancellation.

     (d) Regarding Free-standing Appreciation Rights only:

          (i) Each grant shall specify in respect of each Free-standing
     Appreciation Right a Base Price, which shall be equal to or greater or less
     than the Market Value per Share on the Date of Grant;

          (ii) Successive grants may be made to the same Participant regardless
     of whether any Free-standing Appreciation Rights previously granted to the
     Participant remain unexercised; and

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          (iii) No Free-standing Appreciation Right granted under this Plan may
     be exercised more than 10 years from the Date of Grant.

     6. RESTRICTED SHARES. The Board may also authorize the grant or sale of
Restricted Shares to Participants. Each such grant or sale may utilize any or
all of the authorizations, and shall be subject to all of the requirements,
contained in the following provisions:

     (a) Each such grant or sale shall constitute an immediate transfer of the
ownership of shares of Common Stock to the Participant in consideration of the
performance of services, entitling such Participant to voting, dividend and
other ownership rights, but subject to the substantial risk of forfeiture and
restrictions on transfer hereinafter referred to.

     (b) Each such grant or sale may be made without additional consideration or
in consideration of a payment by such Participant that is less than Market Value
per Share at the Date of Grant.

     (c) Each such grant or sale shall provide that the Restricted Shares
covered by such grant or sale shall be subject to a "substantial risk of
forfeiture" within the meaning of Section 83 of the Code for a period to be
determined by the Board at the Date of Grant and may provide for the lapse of
such substantial risk of forfeiture in the event of a Change in Control.

     (d) Each such grant or sale shall provide that during the period for which
such substantial risk of forfeiture is to continue, the transferability of the
Restricted Shares shall be prohibited or restricted in the manner and to the
extent prescribed by the Board at the Date of Grant (which restrictions may
include, without limitation, rights of repurchase or first refusal in the
Company or provisions subjecting the Restricted Shares to a continuing
substantial risk of forfeiture in the hands of any transferee).

     (e) Any grant of Restricted Shares may specify Management Objectives that,
if achieved, will result in termination or early termination of the restrictions
applicable to such shares. Each grant may specify in respect of such Management
Objectives a minimum acceptable level of achievement and may set forth a formula
for determining the number of Restricted Shares on which restrictions will
terminate if performance is at or above the minimum level, but falls short of
full achievement of the specified Management Objectives.

     (f) Any such grant or sale of Restricted Shares may require that any or all
dividends or other distributions paid thereon during the period of such
restrictions be automatically deferred and reinvested in additional Restricted
Shares, which may be subject to the same restrictions as the underlying award.

     (g) Each grant or sale of Restricted Shares shall be evidenced by an
agreement executed on behalf of the Company by any officer and delivered to and
accepted by the Participant and shall contain such terms and provisions,
consistent with this Plan, as the Board may approve. Unless otherwise directed
by the Board, all certificates representing Restricted Shares shall be held in
custody by the Company until all restrictions thereon shall have lapsed,
together with a stock power or powers executed by the Participant in whose name
such certificates are registered, endorsed in blank and covering such Shares.

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     7. DEFERRED SHARES. The Board may also authorize the granting or sale of
Deferred Shares to Participants. Each such grant or sale may utilize any or all
of the authorizations, and shall be subject to all of the requirements,
contained in the following provisions:

     (a) Each such grant or sale shall constitute the agreement by the Company
to deliver shares of Common Stock to the Participant in the future in
consideration of the performance of services, but subject to the fulfillment of
such conditions during the Deferral Period as the Board may specify.

     (b) Each such grant or sale may be made without additional consideration or
in consideration of a payment by such Participant that is less than the Market
Value per Share at the Date of Grant.

     (c) Each such grant or sale shall be subject to a Deferral Period, as
determined by the Board at the Date of Grant, and may provide for the lapse or
other modification of such Deferral Period in the event of a Change in Control.

     (d) During the Deferral Period, the Participant shall have no right to
transfer any rights under his or her award and shall have no rights of ownership
in the Deferred Shares and shall have no right to vote them, but the Board may,
at or after the Date of Grant, authorize the payment of dividend equivalents on
such Shares on either a current or deferred or contingent basis, either in cash
or in additional shares of Common Stock.

     (e) Each grant or sale of Deferred Shares shall be evidenced by an
agreement executed on behalf of the Company by any officer and delivered to and
accepted by the Participant and shall contain such terms and provisions,
consistent with this Plan, as the Board may approve.

     8. PERFORMANCE SHARES AND PERFORMANCE UNITS. The Board may also authorize
the granting of Performance Shares and Performance Units that will become
payable to a Participant upon achievement of specified Management Objectives.
Each such grant may utilize any or all of the authorizations, and shall be
subject to all of the requirements, contained in the following provisions:

     (a) Each grant shall specify the number of Performance Shares or
Performance Units to which it pertains, which number may be subject to
adjustment to reflect changes in compensation or other factors; provided,
however, that no such adjustment shall be made in the case of a Covered Employee
where such action would result in the loss of the otherwise available exemption
of the award under Section 162(m) of the Code.

     (b) The Performance Period with respect to each Performance Share or
Performance Unit shall be such period of time (not less than 3 years, except in
the event of a Change of Control, if the Board shall so determine; provided,
however, that no such acceleration determination shall be made in the case of a
Covered Employee where such action would result in the loss of the otherwise
available exemption of the award under Section 162(m) of the Code) commencing
with the Date of Grant (as shall be determined by the Board at the time of
grant).

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     (c) Any grant of Performance Shares or Performance Units shall specify
Management Objectives which, if achieved, will result in payment or early
payment of the award, and each grant may specify in respect of such specified
Management Objectives a minimum acceptable level of achievement and shall set
forth a formula for determining the number of Performance Shares or Performance
Units that will be earned if performance is at or above the minimum level, but
falls short of full achievement of the specified Management Objectives. The
grant of Performance Shares or Performance Units shall specify that, before the
Performance Shares or Performance Units shall be earned and paid, the Board must
certify that the Management Objectives have been satisfied.

     (d) Each grant shall specify the time and manner of payment of Performance
Shares or Performance Units that have been earned. Any grant may specify that
the amount payable with respect thereto may be paid by the Company in cash, in
shares of Common Stock or in any combination thereof and may either grant to the
Participant or retain in the Board the right to elect among those alternatives.

     (e) Any grant of Performance Shares may specify that the amount payable
with respect thereto may not exceed a maximum specified by the Board at the Date
of Grant. Any grant of Performance Units may specify that the amount payable or
the number of shares of Common Stock issued with respect thereto may not exceed
maximums specified by the Board at the Date of Grant.

     (f) The Board may, at or after the Date of Grant of Performance Shares,
provide for the payment of dividend equivalents to the holder thereof on either
a current or deferred or contingent basis, either in cash or in additional
shares of Common Stock.

     (g) Each grant of Performance Shares or Performance Units shall be
evidenced by an agreement executed on behalf of the Company by any officer and
delivered to and accepted by the Participant, which agreement shall state that
such Performance Shares or Performance Units are subject to all the terms and
conditions of this Plan, and contain such other terms and provisions, consistent
with this Plan, as the Board may approve.

     9. TRANSFERABILITY.

     (a) Except as otherwise determined by the Board, no Option Right,
Appreciation Right or other derivative security granted under this Plan shall be
transferable by a Participant other than by will or the laws of descent and
distribution. Except as otherwise determined by the Board, Option Rights and
Appreciation Rights shall be exercisable during the Optionee's lifetime only by
him or her or by his or her guardian or legal representative.

     (b) The Board may specify at the Date of Grant that part or all of the
shares of Common Stock that are (i) to be issued or transferred by the Company
upon the exercise of Option Rights or Appreciation Rights, upon the termination
of the Deferral Period applicable to Deferred Shares or upon payment under any
grant of Performance Shares or Performance Units or (ii) no longer subject to
the substantial risk of forfeiture and restrictions on transfer referred to in
Section 6 of this Plan, shall be subject to further restrictions on transfer.

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     10. ADJUSTMENTS. The Board may make or provide for such adjustments in the
numbers of shares of Common Stock covered by outstanding Option Rights,
Appreciation Rights, Deferred Shares, and Performance Shares granted hereunder,
in the Option Price and Base Price provided in outstanding Appreciation Rights,
and in the kind of shares covered thereby, as the Board, in its sole discretion,
exercised in good faith, may determine is equitably required to prevent dilution
or enlargement of the rights of Participants or Optionees that otherwise would
result from (a) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Company, or (b)
any merger, consolidation, spin-off, split-off, spin-out, split-up,
reorganization, partial or complete liquidation or other distribution of assets,
issuance of rights or warrants to purchase securities, or (c) any other
corporate transaction or event having an effect similar to any of the foregoing.
Moreover, in the event of any such transaction or event, the Board, in its
discretion, may provide in substitution for any or all outstanding awards under
this Plan such alternative consideration as it, in good faith, may determine to
be equitable in the circumstances and may require in connection therewith the
surrender of all awards so replaced. The Board may also make or provide for such
adjustments in the numbers of shares specified in Section 3 of this Plan as the
Board in its sole discretion, exercised in good faith, may determine is
appropriate to reflect any transaction or event described in this Section 10;
provided, however, that any such adjustment to the number specified in Section
3(c)(i) shall be made only if and to the extent that such adjustment would not
cause any Option intended to qualify as an Incentive Stock Option to fail so to
qualify.

     11. CHANGE OF CONTROL. For purposes of this Plan, a "Change of Control"
shall mean if at any time any of the following events shall have occurred:

     (a) The Company is merged or consolidated or reorganized into or with
another corporation or other legal person, and as a result of such merger,
consolidation or reorganization less than a majority of the combined voting
power of the then-outstanding securities of such corporation or person
immediately after such transaction are held in the aggregate by the holders of
securities entitled to vote generally in the election of Directors immediately
prior to such transaction;

     (b) The Company sells or otherwise transfers all or substantially all of
its assets to any other corporation or other legal person, and less than a
majority of the combined voting power of the then-outstanding securities of such
corporation or person immediately after such sale or transfer is held in the
aggregate by the holders of shares of Common Stock immediately prior to such
sale or transfer;

     (c) There is a report filed on Schedule 13D or Schedule 14D-1 (or any
successor schedule, form or report), each as promulgated pursuant to the
Exchange Act, disclosing that any person (as the term "person" is used in
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the
beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or
any successor rule or regulation promulgated under the Exchange Act) of
securities representing 20% or more of the Voting Power;

     (d) The Company files a report or proxy statement with the Securities and
Exchange Commission pursuant to the Exchange Act disclosing in response to Form
8-K or

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Schedule 14A (or any successor schedule, form or report or item therein) that a
change of control of the Company has or may have occurred or will or may occur
in the future pursuant to any then-existing contract or transaction; or

     (e) If during any period of two consecutive years, individuals who at the
beginning of any such period constitute the Directors cease for any reason to
constitute at least a majority thereof, unless the election, or the nomination
for election by the Company's shareholders, of each Director first elected
during such period was approved by a vote of at least two-thirds of the
Directors then still in office who were Directors at the beginning of any such
period.

     Notwithstanding the foregoing provisions of Section 11(c) and (d) above,
unless otherwise determined in a specific case by majority vote of the Board, a
"Change of Control" shall not be deemed to have occurred for purposes of this
Plan (i) solely because (A) the Company; (B) a Subsidiary; or (C) any
Company-sponsored employee stock ownership plan or any other employee benefit
plan of the Company or any Subsidiary either files or becomes obligated to file
a report or proxy statement under or in response to Schedule 13D, Schedule
14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or
item therein) under the Exchange Act, disclosing beneficial ownership by it of
shares, whether in excess of 20% of the Voting Power or otherwise, or because
the Company reports that a change of control of the Company has or may have
occurred or will or may occur in the future by reason of such beneficial
ownership or (ii) solely because of a change of control of any Subsidiary.

     12. FRACTIONAL SHARES. The Company shall not be required to issue any
fractional shares of Common Stock pursuant to this Plan. The Board may provide
for the elimination of fractions or for the settlement of fractions in cash.

     13. WITHHOLDING TAXES. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by a Participant or other person under this Plan, and
the amounts available to the Company for such withholding are insufficient, it
shall be a condition to the receipt of such payment or the realization of such
benefit that the Participant or such other person make arrangements satisfactory
to the Company for payment of the balance of such taxes required to be withheld,
which arrangements (in the discretion of the Board) may include relinquishment
of a portion of such benefit. The Company and a Participant or such other person
may also make similar arrangements with respect to the payment of any taxes with
respect to which withholding is not required.

     14. FOREIGN EMPLOYEES. In order to facilitate the making of any grant or
combination of grants under this Plan, the Board may provide for such special
terms for awards to Participants who are foreign nationals or who are employed
by the Company or any Subsidiary outside of the United States of America as the
Board may consider necessary or appropriate to accommodate differences in local
law, tax policy or custom. Moreover, the Board may approve such supplements to
or amendments, restatements or alternative versions of this Plan as it may
consider necessary or appropriate for such purposes, without thereby affecting
the terms of this Plan as in effect for any other purpose, and the Secretary or
other appropriate officer of the Company may certify any such document as having
been approved and adopted in

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<PAGE>   13

the same manner as this Plan. No such special terms, supplements, amendments or
restatements, however, shall include any provisions that are inconsistent with
the terms of this Plan as then in effect unless this Plan could have been
amended to eliminate such inconsistency without further approval by the
shareholders of the Company.

     15. ADMINISTRATION OF THIS PLAN.

     (a) This Plan shall be administered by the Board, which may from time to
time delegate all or any part of its authority under this Plan to a committee of
the Board (or subcommittee thereof) consisting of not less than two Directors
appointed by the Board. The members of the committee shall be "Non-Employee
Directors" within the meaning of Rule 16b-3 and "outside directors" within the
meaning of Section 162(m) of the Code. A majority of the committee (or
subcommittee) shall constitute a quorum, and the action of the members of the
committee (or subcommittee) present at any meeting at which a quorum is present,
or acts unanimously approved in writing, shall be the acts of the committee (or
subcommittee). To the extent of any such delegation, references in this Plan to
the Board shall be deemed to be references to any such committee or
subcommittee.

     (b) The interpretation and construction by the Board of any provision of
this Plan or of any agreement, notification or document evidencing the grant of
Option Rights, Appreciation Rights, Restricted Shares, Deferred Shares,
Performance Shares or Performance Units and any determination by the Board
pursuant to any provision of this Plan or of any such agreement, notification or
document shall be final and conclusive. No member of the Board shall be liable
for any such action or determination made in good faith.

     16. AMENDMENTS, ETC.

     (a) The Board may at any time and from time to time amend this Plan in
whole or in part; provided, however, that any amendment which must be approved
by the shareholders of the Company in order to comply with applicable law or the
rules of the New York Stock Exchange or, if the shares of Common Stock are not
traded on the New York Stock Exchange, the principal national securities
exchange upon which the shares of Common Stock are traded or quoted, shall not
be effective unless and until such approval has been obtained. Presentation of
this Plan or any amendment hereof for shareholder approval shall not be
construed to limit the Company's authority to offer similar or dissimilar
benefits under other plans without shareholder approval.

     (b) The Board may, with the concurrence of the affected Participant, cancel
any agreement evidencing Option Rights or any other award granted under this
Plan. In the event of such cancellation, the Board may authorize the granting of
new Option Rights or other such awards under this Plan (which may or may not
cover the same number of shares of Common Stock that had been the subject of the
prior award) in such manner, at such Option Price and subject to such other
terms, conditions and discretions as would have been applicable under this Plan
had the canceled Option Rights or other awards not been granted.

     (c) The Board also may permit Participants to elect to defer the issuance
of shares of Common Stock or the settlement of awards in cash under this Plan
pursuant to such

                                      -13-
<PAGE>   14

rules, procedures or programs as it may establish for purposes of this Plan. The
Board also may provide that deferred issuances and settlements include the
payment or crediting of dividend equivalents or interest on the deferral
amounts.

     (d) The Board may condition the grant of any award or combination of awards
authorized under this Plan on the surrender or deferral by the Participant of
his or her right to receive a cash bonus or other compensation otherwise payable
by the Company or a Subsidiary to the Participant.

     (e) In case of termination of employment by reason of death, disability or
normal or early retirement, or in the case of hardship or other special
circumstances, of a Participant who holds an Option Right or Appreciation Right
not immediately exercisable in full, or any Restricted Shares as to which the
substantial risk of forfeiture or the prohibition or restriction on transfer has
not lapsed, or any Deferred Shares as to which the Deferral Period has not been
completed, or any Performance Shares or Performance Units which have not been
fully earned, or who holds shares of Common Stock subject to any transfer
restriction imposed pursuant to Section 9(b) of this Plan, the Board may, in its
sole discretion, accelerate the time at which such Option Right or Appreciation
Right may be exercised or the time at which such substantial risk of forfeiture
or prohibition or restriction on transfer will lapse or the time when such
Deferral Period will end or the time at which such Performance Shares or
Performance Units will be deemed to have been fully earned or the time when such
transfer restriction will terminate or may waive any other limitation or
requirement under any such award.

     (f) This Plan shall not confer upon any Participant any right with respect
to continuance of employment or other service with the Company or any
Subsidiary, nor shall it interfere in any way with any right the Company or any
Subsidiary would otherwise have to terminate such Participant's employment or
other service at any time.

     (g) To the extent that any provision of this Plan would prevent any Option
Right that was intended to qualify as an Incentive Stock Option from qualifying
as such, that provision shall be null and void with respect to such Option
Right. Such provision, however, shall remain in effect for other Option Rights
and there shall be no further effect on any provision of this Plan.

     17. TERMINATION. No grant shall be made under this Plan more than 10 years
after the date on which this Plan is first approved by the shareholders of the
Company, but all grants made on or prior to such date shall continue in effect
thereafter subject to the terms thereof and of this Plan.



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