Exhibit 10.4  KBW, INC.
2006 INCENTIVE PLAN  SECTION
1.Purpose; Definitions  The
purpose of this KBW, Inc. 2006 Equity Incentive Plan (the Plan) is to give
the Company a competitive advantage in attracting, retaining and motivating
officers, employees, directors, advisors and/or consultants and to provide the
Company and its Subsidiaries and Affiliates with a stock plan providing
incentives directly linked to stockholder value. Certain terms used herein have
definitions given to them in the first instance in which they are used. In
addition, for purposes of the Plan, the following terms are defined as set
forth below:  (a)Affiliatemeans a corporation or other entity
controlled by, controlling or under common control with, the Company.  (b)Applicable Exchangemeans theNew York Stock Exchangeor
such other securities exchange as may at the applicable time be the principal
market for the Common Stock.  (c)Awardmeans an Option, Stock Appreciation
Right, Restricted Stock, Stock Unit, or other stock-based award granted
pursuant to the terms of the Plan.  (d)Award Agreementmeans a written document or agreement
setting forth the terms and conditions of a specific Award.  (e)Boardmeans the Board of Directors of the
Company.  (f)Causemeans, unless otherwise provided in an
Award Agreement, (i) Cause as defined in any Individual Agreement to which
the applicable Participant is a party, or (ii) if there is no such Individual
Agreement or if it does not define Cause: 
(A) commission of (1) a felony (or its equivalent in a non-United States
jurisdiction) or (2) other conduct of a criminal nature that has or is likely
to have a material adverse effect on the reputation or standing in the
community of the Company or an Affiliate or that legally prohibits the
Participant from working for the Company and its Affiliates; (B) breach by the
Participant of a regulatory rule that adversely affects the Participants
ability to perform the Participants duties to the Company and its Affiliates;
(C) dishonesty in the course of fulfilling the Participants employment duties;
(D) deliberate failure on the part of the Participant (1) to perform the
Participants principal employment duties, (2) to comply with the policies of
the Company and its Affiliates in any material respect, or (3) to follow
specific reasonable directions received from the Company and its Affiliates; or
(E) before a Change in Control, such other events as shall be determined by the
Committee and set forth in a Participants Award Agreement. Notwithstanding the
general rule of Section 2(c), following a Change in Control, any determination
by the Committee as to whether Cause exists shall be subject to de novo review.  (g)Change in Controlhas the meaning set forth in Section
9(b).


(h)Codemeans the Internal Revenue Code of 1986,
as amended from time to time, and any successor thereto, the Treasury
Regulations thereunder and other relevant interpretive guidance issued by the
Internal Revenue Service or the Treasury Department. Reference to any specific
section of the Code shall be deemed to include such regulations and guidance,
as well as any successor provision of the Code.  (i)Commissionmeans the Securities and Exchange
Commission or any successor agency.  (j)Committeehas the meaning set forth in
Section 2(a).  (k)Common Stockmeans common stock, par value $0.01 per
share, of the Company.  (l)Companymeans KBW, Inc., a Delaware corporation.  (m)Disabilitymeans (i) Disability as defined in any
Individual Agreement to which the Participant is a party, or (ii) if there is
no such Individual Agreement or it does not define Disability, (A) permanent
and total disability as determined under the Companys long-term disability
plan applicable to the Participant, or (B) if there is no such plan applicable
to the Participant, Disability as determined by the Committee.  (n)Disaffiliationmeans a Subsidiarys or Affiliates
ceasing to be a Subsidiary or Affiliate for any reason (including, without
limitation, as a result of a public offering, or a spinoff or sale by the
Company, of the stock of the Subsidiary or Affiliate) or a sale of a division
of the Company and its Affiliates.  (o)Effective Timemeans immediately following consummation
of the IPO.  (p)Eligible Individualsmeans directors, officers, employees,
advisors, and consultants of the Company or any of its Subsidiaries or
Affiliates, and prospective employees and consultants who have accepted offers
of employment or consultancy from the Company or its Subsidiaries or
Affiliates.  (q)Exchange Actmeans the Securities Exchange Act of
1934, as amended from time to time, and any successor thereto.  (r)Fair Market Valuemeans, if the Common Stock is listed on a national
securities exchange, as of any given date, the closing price for the Common
Stock on such date on the Applicable Exchange, or if Shares were not traded on
the Applicable Exchange on such measurement date, then on the next preceding
date on which Shares were traded, all as reported by such source as the
Committee may select. If the Common Stock is not listed on a national
securities exchange, Fair Market Value shall be determined by the Committee in
its good faith discretion.  2


(s)Free-Standing SARhas the meaning set forth in Section
5(b).  (t)Grant Datemeans (i) the date on which the
Committee by resolution selects an Eligible Individual to receive a grant of an
Award and determines the number of Shares to be subject to such Award, or (ii)
such later date as the Committee shall provide in such resolution.  (u)Incentive Stock
Optionmeans any
Option that is designated in the applicable Award Agreement as an incentive
stock option within the meaning of Section 422 of the Code, and that in fact
so qualifies.  (v)Individual Agreementmeans an employment, consulting or
similar agreement between a Participant and the Company or one of its
Subsidiaries or Affiliates that is in effect as of the Grant Date of an Award
hereunder.  (w)IPOmeans the initial public offering of
Shares.  (x)IPO Datemeans the date of the closing of the
IPO.  (y)Nonqualified Optionmeans any Option that is not an
Incentive Stock Option.  (z)Option
means an Award granted under Section 5(a).  (aa)Participantmeans an Eligible Individual to whom an
Award is or has been granted.  (bb)Performance Goalsmeans the performance goals established
by the Committee in connection with the grant of Restricted Stock, Stock Units,
or other stock-based awards.  (cc)Planhas the meaning set forth in the first
paragraph of this Section 1.  (dd)Restricted Stockmeans an Award granted under
Section 6.  (ee)Retirementmeans, unless otherwise determined by
the Committee, retirement from active employment with the Company, a Subsidiary
or an Affiliate at or after age 65or
after attainment of both age 55 and ten years of continuous service with the
Company and its Affiliates.  (ff)Sharemeans a share of Common Stock.  (gg)Stock Appreciation
Rightmeans an
Award granted under Section 5(b).  (hh)Stock Unitsmeans an Award granted under Section 7.  3


(ii)Subsidiarymeans any corporation, partnership, joint venture or
other entity during any period in which at least a 50% voting or profits
interest is owned, directly or indirectly, by the Company or any successor to
the Company.  (jj)Tandem SARhas the meaning set forth in Section
5(b).  (kk)Termmeans the maximum period during which an
Option or Stock Appreciation Right may remain outstanding, subject to earlier
termination upon Termination of Employment or otherwise, as specified in the
applicable Award Agreement.  (ll)Termination of
Employmentmeans
the termination of the applicable Participants employment with, or performance
of services for, the Company and any of its Subsidiaries or Affiliates. Unless
otherwise determined by the Committee, if a Participants employment with the
Company and its Affiliates terminates but such Participant continues to provide
services to the Company and its Affiliates in a non-employee capacity, such
change in status shall not be deemed a Termination of Employment. A Participant
employed by, or performing services for, a Subsidiary or an Affiliate or a
division of the Company and its Affiliates shall be deemed to incur a
Termination of Employment if, as a result of a Disaffiliation, such Subsidiary,
Affiliate, or division ceases to be a Subsidiary, Affiliate or division, as the
case may be, and the Participant does not immediately thereafter become an
employee of, or service provider for, the Company or another Subsidiary or
Affiliate. Neither a temporary absence from employment because of illness,
vacation or leave of absence nor a transfer among the Company and its
Subsidiaries and Affiliates shall be considered a Termination of Employment.  SECTION
2.Administration  (a)Committee. The Plan shall be administered by the
Compensation Committee of the Board or such other committee of the Board as the
Board may from time to time designate (the Committee), which shall be
composed of not less than two directors, and shall be appointed by and serve at
the pleasure of the Board. The Committee shall, subject to Section 10, have
plenary authority to grant Awards pursuant to the terms of the Plan to Eligible
Individuals. Among other things, the Committee shall have the authority,
subject to the terms of the Plan:  (i)to select the Eligible Individuals to
whom Awards may from time to time be granted;  (ii)to determine whether and to what extent,
Incentive Stock Options, Nonqualified Options, Stock Appreciation Rights,
Restricted Stock, Stock Units, other stock-based awards, or any combination
thereof, are to be granted hereunder;  (iii)to determine the number of Shares to be
covered by each Award granted hereunder;  4


(iv)to determine the terms and conditions of
each Award granted hereunder, based on such factors as the Committee shall
determine;  (v)subject to Section 12, to modify, amend
or adjust the terms and conditions of any Award, at any time or from time to
time;  (vi)to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable;  (vii)to interpret the terms and provisions of
the Plan and any Award issued under the Plan (and any agreement relating
thereto);  (viii)to establish any blackout period that
the Committee in its sole discretion deems necessary or advisable; and  (ix)to otherwise administer the Plan.  (b)Procedures.  (i)The Committee may act only by a majority
of its members then in office, except that the Committee may, except to the
extent prohibited by applicable law or the listing standards of the Applicable
Exchange and subject to Section 10, 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 to any person or persons
selected by it.  (ii)Any authority granted to the Committee
may also be exercised by the full Board. To the extent that any permitted
action taken by the Board conflicts with action taken by the Committee, the
Board action shall control.  (c)Discretion of Committee. Subject to Section 1(f), any
determination made by the Committee or by an appropriately delegated officer
pursuant to delegated authority under the provisions of the Plan with respect
to any Award shall be made in the sole discretion of the Committee or such
delegate at the time of the grant of the Award or, unless in contravention of
any express term of the Plan, at any time thereafter. All decisions made by the
Committee or any appropriately delegated officer pursuant to the provisions of
the Plan shall be final and binding on all persons, including the Company,
Participants, and Eligible Individuals.  (d)Award Agreements.The terms and conditions of each Award,
as determined by the Committee, shall be set forth in a written Award
Agreement, which shall be delivered to the Participant receiving such Award
upon, or as promptly as is reasonably practicable following, the grant of such
Award. The effectiveness of an Award shall not be subject to the Award
Agreements being signed by the Company and/or the Participant receiving the
Award unless specifically so provided in the Award Agreement. Award Agreements
may be amended only in accordance with Section 12.  5


SECTION
3.Common Stock Subject to
Plan  (a)Maximum Number of
Shares.The maximum
number of Shares that may be delivered pursuant to Awards under the Plan shall
be 6,150,000.  (b)Rules for Calculating
Shares Delivered.  (i)To the extent that any Award is
forfeited, or any Option and the related Tandem SAR (if any) or Free-Standing
SAR terminates, expires or lapses without being exercised, or any Award is
settled for cash, the Shares subject to such Awards not delivered as a result
thereof shall again be available for Awards under the Plan.  (ii)If the exercise price of any Option and/or
the tax withholding obligations relating to any Award are satisfied by
delivering Shares to the Company (by either actual delivery or by attestation),
only the number of Shares issued net of the Shares delivered or attested to
shall be deemed delivered for purposes of the limits set forth in Section 3(a).
To the extent any Shares subject to an Award are withheld to satisfy the
exercise price (in the case of an Option) and/or the tax withholding
obligations relating to such Award, such Shares shall not be deemed to have
been delivered for purposes of the limits set forth in Section 3(a).  (c)Adjustment Provision. In the event of a stock dividend, stock
split, reverse stock split, share combination, or recapitalization or similar
event affecting the capital structure of the Company (each a Share Change),
or a merger, amalgamation, consolidation, acquisition of property or shares,
separation, spinoff, other distribution of stock or property (including any
extraordinary cash or stock dividend), reorganization, stock rights offering,
liquidation, Disaffiliation, or similar event affecting the Company or any of
its Subsidiaries (each, a Corporate Transaction), the Committee or the Board
shall make such substitutions or adjustments as it deems appropriate and
equitable to (A) the aggregate number and kind of Shares or other securities
reserved for issuance and delivery under the Plan, (B) the number and kind of
Shares or other securities subject to outstanding Awards; and (C) the exercise
price of outstanding Options and Stock Appreciation Rights. In the case of
Corporate Transactions, such adjustments may include, without limitation, (1)
the cancellation of outstanding Awards in exchange for payments of cash,
property or a combination thereof having an aggregate value equal to the value
of such Awards, as determined by the Committee or the Board in its sole
discretion (it being understood that in the case of a Corporate Transaction
with respect to which stockholders of Common Stock receive consideration other
than publicly traded equity securities of the ultimate surviving entity, any
such determination by the Committee that the value of an Option or Stock
Appreciation Right shall for this purpose be deemed to equal the excess, if
any, of the value of the consideration being paid for each Share pursuant to
such Corporate Transaction over the exercise price of such Option or Stock
Appreciation Right shall conclusively be deemed valid); (2) the substitution of
other property (including, without limitation, cash or other securities of the
Company and securities of entities other than the Company) for the Shares
subject to outstanding Awards; and (3) in connection with any Disaffiliation,
arranging for the assumption of Awards, or replacement of Awards with new  6


awards based on other property or other securities
(including, without limitation, other securities of the Company and securities
of entities other than the Company), by the affected Subsidiary, Affiliate, or
division or by the entity that controls such Subsidiary, Affiliate, or division
following such Disaffiliation (as well as any corresponding adjustments to
Awards that remain based upon Company securities).  (d)Section 409A. Notwithstanding the foregoing:  (i) any adjustments made pursuant to Section
3(c) to Awards that are considered deferred compensation within the meaning
of Section 409A of the Code shall be made in compliance with the requirements
of Section 409A of the Code; (ii) any adjustments made pursuant to Section 3(c)
to Awards that are not considered deferred compensation subject to Section
409A of the Code shall be made in such a manner as to ensure that after such
adjustment, the Awards either (A) continue not to be subject to Section 409A of
the Code or (B) comply with the requirements of Section 409A of the Code; and
(iii) in any event, neither the Committee nor the Board shall have the
authority to make any adjustments pursuant to Section 3(c) to the extent the
existence of such authority would cause an Award that is not intended to be
subject to Section 409A of the Code at the Grant Date to be subject thereto.  SECTION
4.Eligibility  Awards
may be granted under the Plan to Eligible Individuals; provided, however, that Incentive Stock
Options may be granted only to employees of the Company and its subsidiaries or
parent corporation (within the meaning of Section 424(f) of the Code).  SECTION
5.Options and Stock
Appreciation Rights  (a)Options. Options to purchase Shares under the Plan may be
granted on such terms and in such form as the Committee may from time to time
determine in its sole discretion, which shall not be inconsistent with the
provisions of the Plan, but which need not be identical from Option to Option.
Options may be of two types:  Incentive
Stock Options and Nonqualified Options. The Award Agreement for an Option shall
indicate whether the Option is intended to be an Incentive Stock Option or a
Nonqualified Option.  (b)Stock Appreciation
Rights.Stock
Appreciation Rights under the Plan may be granted on such terms and in such
form as the Committee may from time to time determine in its sole discretion,
which shall not be inconsistent with the provisions of the Plan, but which need
not be identical from Stock Appreciation Right to Stock Appreciation Right.
Stock Appreciation Rights may be granted as Tandem SARs, which are granted in
conjunction with an Option, or Free-Standing SARs, which are not granted in
conjunction with an Option. Upon the exercise of a Stock Appreciation Right,
the Participant shall be entitled to receive an amount in cash, Shares, or
both, in value equal to the product of (i) the excess of the Fair Market Value
of one Share over the exercise price of the applicable Stock Appreciation
Right, multiplied by (ii) the number of Shares in respect of which the Stock
Appreciation Right has been exercised. The applicable Award Agreement shall
specify whether such payment is to be  7


made in cash or Common Stock or both, or shall reserve
to the Committee or the Participant the right to make that determination prior
to or upon the exercise of the Stock Appreciation Right.  (c)Tandem SARs. A Tandem SAR may be granted at the
Grant Date of the related Option or, in the case of a related Nonqualified
Option, at any time after the Grant Date thereof while the related Option
remains outstanding. A Tandem SAR shall be exercisable only at such time or
times and to the extent that the related Option is exercisable in accordance
with the provisions of this Section 5, and shall have the same exercise price
as the related Option. A Tandem SAR shall terminate or be forfeited upon the
exercise or forfeiture of the related Option, and the related Option shall
terminate or be forfeited upon the exercise or forfeiture of the Tandem SAR.  (d)Exercise Price. The exercise price per Share subject to
an Option or Free-Standing SAR shall be determined by the Committee and set
forth in the applicable Award Agreement, and shall not be less than the Fair
Market Value of a share of the Common Stock on the applicable Grant Date. In no
event may any Option or Free-Standing SAR granted under the Plan be amended,
other than pursuant to Section 3(c), to decrease the exercise price thereof, be
cancelled in conjunction with the grant of any new Option or Free-Standing SAR
with a lower exercise price, or otherwise be subject to any action that would
be treated, for accounting purposes, as a repricing of such Option or
Free-Standing SAR, unless such amendment, cancellation, or action is approved
by the Companys stockholders.  (e)Term. The Term of each Option and each
Free-Standing SAR shall be fixed by the Committee, but shall not exceed ten
years from the Grant Date in the case of an Incentive Stock Option.  (f)Vesting and
Exercisability.
Except as otherwise provided herein, Options and Free-Standing SARs shall be
exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee. If the Committee provides that any Option
or Free-Standing SAR will become exercisable only in installments, the
Committee may at any time waive such installment exercise provisions, in whole
or in part, based on such factors as the Committee may determine. In addition,
the Committee may at any time accelerate the exercisability of any Option or
Free-Standing SAR.  (g)Method of Exercise. Subject to the provisions of this
Section 5, Options and Free-Standing SARs may be exercised, in whole or in
part, at any time during the applicable Term by giving written notice of
exercise to the Company specifying the number of Shares as to which the Option
or Free-Standing SAR is being exercised; provided,
however, that, unless otherwise permitted by the Committee, any such
exercise must be with respect to a portion of the applicable Option or
Free-Standing SAR relating to no less than the lesser of the number of Shares
then subject to such Option or Free-Standing SAR or 50 Shares. In the case of
the exercise of an Option, such notice shall be accompanied by payment in full
of the purchase price (which shall equal the product of such number of Shares
multiplied by the applicable exercise price) by certified or bank check or such
other instrument as the Company may accept. If approved by the Committee,
payment, in full or in part, may also be made as follows:  8


(i)Payments may be made in the form of
unrestricted Shares (by delivery of such Shares or by attestation) of the same
class as the Common Stock subject to the Option already owned by the
Participant (based on the Fair Market Value of the Common Stock on the date the
Option is exercised); provided, however,
that, in the case of an Incentive Stock Option, the right to make a payment in
the form of already owned Shares of the same class as the Common Stock subject
to the Option may be authorized only at the time the Option is granted and, provided, further, that already owned
Shares must have been either held by the Participant for at least six months at
the time of exercise or purchased on the open market.  (ii)To the extent permitted by applicable
law, payment may be made by delivering a properly executed exercise notice to
the Company, together with a copy of irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale or loan proceeds necessary
to pay the purchase price, and, if requested, the amount of any federal, state,
local or foreign withholding taxes. To facilitate the foregoing, the Company may,
to the extent permitted by applicable law, enter into agreements for
coordinated procedures with one or more brokerage firms. To the extent
permitted by applicable law, the Committee may also provide for Company loans
to be made for purposes of the exercise of Options.  (iii)Payment may be made by instructing the
Committee to withhold a number of Shares having a Fair Market Value (based on
the Fair Market Value of the Common Stock on the date the applicable Option is
exercised) equal to the product of (A) the exercise price multiplied by (B) the
number of Shares in respect of which the Option shall have been exercised.  (h)Delivery; Rights of
Stockholders. No
Shares shall be delivered pursuant to the exercise of an Option until the
exercise price therefor has been fully paid and applicable taxes have been
withheld. Subject to Section 14(e), the applicable Participant shall have all
of the rights of a stockholder of the Company holding the class or series of
Common Stock that is subject to the Option or Stock Appreciation Right
(including, if applicable, the right to vote the applicable Shares and the
right to receive dividends), when the Participant (i) has given written notice
of exercise, (ii) if requested, has given the representation described in Section
14(a), (iii) in the case of an Option, has paid in full for such Shares, and
(iv) has been entered into the Companys Register of Members with respect to
such Shares.  (i)Terminations of
Employment.
Subject to Section 9(c) and the last paragraph hereof, a Participants Options
and Stock Appreciation Rights shall be forfeited upon such Participants
Termination of Employment, except as set forth below:  (i)Upon a Participants Termination of
Employment by reason of death, any Option or Stock Appreciation Right held by
the Participant that was exercisable immediately before the Termination of
Employment may be exercised at any time until the earlier of (A) the first
anniversary of the date of such death and (B) the expiration of the Term
thereof;  9


(ii)Upon a Participants Termination of
Employment by reason of Disability, any Option or Stock Appreciation Right held
by the Participant that was exercisable immediately before the Termination of
Employment may be exercised at any time until the earlier of (A) the third
anniversary of such Termination of Employment and (B) the expiration of the
Term thereof;  (iii)Upon a Participants Termination of
Employment by reason of Retirement, any Option or Stock Appreciation Right held
by the Participant that was exercisable immediately before the Termination of
Employment may be exercised at any time until the earlier of (A) the fifth
anniversary of such Termination of Employment and (B) the expiration of the
Term thereof;  (iv)Upon a Participants Termination of
Employment for Cause, any Option or Stock Appreciation Right held by the
Participant shall be forfeited, effective as of such Termination of Employment;  (v)Upon a Participants Termination of
Employment for any reason other than death, Disability, Retirement or for
Cause, any Option or Stock Appreciation Right held by the Participant that was
exercisable immediately before the Termination of Employment may be exercised
at any time until the earlier of (A) the 90th day following such Termination of
Employment and (B) expiration of the Term thereof; and  (vi)Notwithstanding the above provisions of
this Section 5(i), if a Participant dies after such Participants Termination
of Employment but while any Option or Stock Appreciation Right remains
exercisable as set forth above, such Option or Stock Appreciation Right may be
exercised at any time until the later of (A) the earlier of (1) the first
anniversary of the date of such death and (2) expiration of the Term thereof
and (B) the last date on which such Option or Stock Appreciation Right would
have been exercisable, absent this Section 5(i)(vi).  Notwithstanding
the foregoing, the Committee shall have the power, in its discretion, to apply
different rules concerning the consequences of a Termination of Employment; provided, however, that if such rules are
less favorable to the Participant than those set forth above, such rules shall
be set forth in the applicable Award Agreement.  SECTION
6.Restricted Stock  (a)Nature of Awards and
Certificates.
Shares of Restricted Stock are actual Shares issued to a Participant, and shall
be evidenced in such manner as the Committee may deem appropriate, including
book-entry registration or issuance of one or more stock certificates. Any
certificate issued in respect of Shares of Restricted Stock shall be registered
in the name of the applicable Participant and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such Award,
substantially in the following form:  10


The
transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) of the KBW, Inc.
2006 Stock Incentive Plan and an Award Agreement, as well as the terms and
conditions of applicable law. Copies of such Plan and Agreement are on file at
the offices of KBW, Inc.  The
Committee may require that the certificates evidencing title of such shares be held
in custody by the Company until the restrictions thereon shall have lapsed and
that, as a condition of any Award of Restricted Stock, the applicable
Participant shall have delivered a stock power, endorsed in blank, relating to
the Common Stock covered by such Award.  (b)Terms and Conditions. Shares of Restricted Stock shall be
subject to the following terms and conditions:  (i)The Committee may condition the grant or
vesting of an Award of Restricted Stock upon the attainment of Performance
Goals or upon the continued service of the applicable Participant. The
conditions for grant or vesting and the other provisions of Restricted Stock
Awards (including without limitation any applicable Performance Goals) need not
be the same with respect to each recipient. The Committee may at any time, in
its sole discretion, accelerate or waive, in whole or in part, any of the
foregoing restrictions.  (ii)Subject to the provisions of the Plan and
the applicable Award Agreement, during the period, if any, set by the
Committee, commencing with the date of such Restricted Stock Award for which
such Participants continued service is required (the Restriction Period),
and until the later of (A) the expiration of the Restriction Period and (B) the
date the applicable Performance Goals (if any) are satisfied, the Participant
shall not be permitted to sell, assign, transfer, pledge or otherwise encumber
Shares of Restricted Stock.  (iii)Except as provided in this Section 6 and
in the applicable Award Agreement, the applicable Participant shall have, with
respect to the Shares of Restricted Stock, all of the rights of a stockholder
of the Company holding the class or series of Common Stock that is the subject
of the Restricted Stock, including, if applicable, the right to vote the Shares
and the right to receive any cash dividends. If so determined by the Committee
in the applicable Award Agreement and subject to Section 14(f), (A) cash
dividends on the class or series of Common Stock that is the subject of the
Restricted Stock Award shall be automatically deferred and reinvested in
additional Restricted Stock, held subject to the vesting of the underlying
Restricted Stock, and (B) subject to any adjustment pursuant to Section 3(c),
dividends payable in Common Stock shall be paid in the form of Restricted Stock
of the same class as the Common Stock with which such dividend was paid, held
subject to the vesting of the underlying Restricted Stock.  (iv)Except as otherwise set forth in the
applicable Award Agreement, upon a Participants Termination of Employment for
any reason during the Restriction Period or  11


before the applicable
Performance Goals are satisfied, all Shares of Restricted Stock still subject
to restriction shall be forfeited by such Participant; provided,  however,
that the Committee shall have the discretion to waive, in whole or in part, any
or all remaining restrictions with respect to any or all of such Participants
Shares of Restricted Stock.  (v)If and when any applicable Performance
Goals are satisfied and the Restriction Period expires without a prior
forfeiture of the Shares of Restricted Stock for which legended certificates
have been issued, unlegended certificates for such Shares shall be delivered to
the Participant upon surrender of the legended certificates.  SECTION
7.Stock Units  (a)Nature of Award.Stock Units are Awards denominated in
Shares that will be settled, subject to the terms and conditions of the Stock
Units, either by delivery of Shares to the Participant or by the payment of
cash based upon the Fair Market Value of a specified number of Shares.  (b)Terms and Conditions. Stock Units shall be subject to the
following terms and conditions:  (i)The Committee may condition the vesting
of Stock Units upon the attainment of Performance Goal or upon the continued
service of the Participant. The conditions for grant or vesting and the other
provisions of Stock Unit Awards (including without limitation any applicable
Performance Goals) need not be the same with respect to each recipient. The
Committee may at any time, in its sole discretion, accelerate or waive, in
whole or in part, any of the foregoing restrictions. An Award of Stock Units
shall be settled as and when the Stock Units vest or at a later time specified
by the Committee or in accordance with an election of the Participant, if the
Committee so permits.  (ii)Subject to the provisions of the Plan and
the applicable Award Agreement, during the period, if any, set by the Committee,
commencing with the date of such Stock Unit Award for which such Participants
continued service is required (the Stock Unit Restriction Period), and until
the later of (A) the expiration of the Stock Unit Restriction Period and (B)
the date the applicable Performance Goals (if any) are satisfied, the
Participant shall not be permitted to sell, assign, transfer, pledge or
otherwise encumber Stock Units.  (iii)The Award Agreement for Stock Units shall
specify whether, to what extent and on what terms and conditions the applicable
Participant shall be entitled to receive current or deferred payments of cash,
Common Stock or other property corresponding to the dividends payable on the
Common Stock (subject to Section 14(f) below).  12


(iv)Except as otherwise set forth in the
applicable Award Agreement, upon a Participants Termination of Employment for
any reason during the Stock Unit Restriction Period or before the applicable
Performance Goals are satisfied, all Stock Units still subject to restriction
shall be forfeited by such Participant; provided,
however, that the Committee shall
have the discretion to waive, in whole or in part, any or all remaining
restrictions with respect to any or all of such Participants Stock Units.  SECTION
8.Other Equity-Based
Awards  Other
Awards of Common Stock and other Awards that are valued in whole or in part by
reference to, or are otherwise based upon, Common Stock, including (without
limitation), unrestricted stock, dividend equivalents, and convertible
debentures, may be granted under the Plan.  SECTION
9.Change in Control
Provisions  (a)Impact of Event. In the event of a Change in Control (as
defined below), except to the extent the Committee specifically establishes
otherwise for a particular Award, and except as provided in Section 3(d) and in
Section 9(d), immediately upon the occurrence of a Change in Control:  (i)any Options and Stock Appreciation Rights
outstanding which are not then exercisable and vested shall become fully
exercisable and vested;  (ii)the restrictions applicable to any
Restricted Stock shall lapse, and such Restricted Stock shall become free of
all restrictions and become fully vested and transferable;  (iii)all Stock Units shall vest in full and be
immediately settled;and  (iv)the Committee may also make additional
adjustments and/or settlements of outstanding Awards as it deems appropriate
and consistent with the Plans purposes.  (b)Definition of Change in
Control. For
purposes of the Plan, a Change in Control shall mean any of the following
events:  (i)Any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a Person)
becomes the beneficial owner (within the meaning of Rule 13d 3 promulgated
under the Exchange Act) of 20% or more of either (A) the then-outstanding
shares of common stock of the Company (the Outstanding Company Common Stock)
or (B) the combined voting power of the then-outstanding voting securities of
the Company entitled to vote generally in the election of directors (the
Outstanding Company Voting Securities); provided,
however, that, for purposes of
this Section 9(b), the following acquisitions shall not constitute a Change in
Control:  (A)  13


any acquisition directly
from the Company, (B) any acquisition by the Company, (C) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the
Company or any of its Affiliates or Subsidiaries or (D) any acquisition
pursuant to a transaction that complies with Sections 9(b)(iii)(A),
9(b)(iii)(B) and 9(b)(iii)(C);  (ii)Any time at which individuals who, as of
the Effective Date, constitute the Board (the Incumbent Board) cease for any
reason to constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to Effective Date whose
election, or nomination for election by the Companys stockholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board;  (iii)Consummation of a reorganization, merger,
statutory share exchange or consolidation or similar transaction involving the
Company or any of its subsidiaries, a sale or other disposition of all or
substantially all of the assets of the Company, or the acquisition of assets or
stock of another entity by the Company or any of its Subsidiaries (each, a
Business Combination), in each case unless, following such Business
Combination, (A) all or substantially all of the individuals and entities that
were the beneficial owners of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of the
then-outstanding shares of common stock (or, for a non-corporate entity,
equivalent securities) and the combined voting power of the then-outstanding
voting securities entitled to vote generally in the election of directors (or,
for a non-corporate entity, equivalent governing body), as the case may be, of
the entity resulting from such Business Combination (including, without
limitation, an entity that, as a result of such transaction, owns the Company
or all or substantially all of the Companys assets either directly or through
one or more subsidiaries) in substantially the same proportions as their
ownership immediately prior to such Business Combination of the Outstanding
Company Common Stock and the Outstanding Company Voting Securities, as the case
may be, (B) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company or
such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then-outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then-outstanding voting
securities of such corporation, except to the extent that such ownership
existed prior to the Business Combination, and (C) individuals who were members
of the Incumbent Board at the time of the execution of the initial agreement or
of the action of the Board providing for such Business Combination constitute
at least a majority of the members of the board of directors (or,  14


for a non-corporate
entity, equivalent governing body) of the entity resulting from such Business
Combination; or  (iv)Approval by the stockholders of the
Company of a complete liquidation or dissolution of the Company.  (c)Special Change in
Control Post-Termination Exercise Rights.Unless otherwise provided in the applicable Award
Agreement, notwithstanding any other provision of the Plan to the contrary,
upon the Termination of Employment of a Participant, other than for Cause,
during the 24-month period following a Change in Control, any Option or Stock
Appreciation Right held by the Participant as of the date of the Change in
Control that remains outstanding as of the date of such Termination of
Employment may thereafter be exercised, until the later of (i) the last date on
which such Option or Stock Appreciation Right would be exercisable in the
absence of this Section 9(c) and (ii) the earlier of (A) the third anniversary
of such Change in Control and (B) expiration of the Term of such Option.  (d)Notwithstanding the foregoing, if any
Award is subject to Section 409A of the Code, this Section 9 shall be
applicable only to the extent specifically provided in the Award Agreement and
permitted pursuant to Section 11.  SECTION
10.Section 16(b)  The
provisions of the Plan are intended to ensure that no transaction under the
Plan is subject to (and not exempt from) the short-swing recovery rules of
Section 16(b) of the Exchange Act (Section 16(b)). Accordingly, the
composition of the Committee shall be subject to such limitations as the Board
deems appropriate to permit transactions pursuant to the Plan to be exempt
(pursuant to Rule 16b-3 promulgated under the Exchange Act) from Section 16(b),
and no delegation of authority by the Committee shall be permitted if such
delegation would cause any such transaction to be subject to (and not exempt
from) Section 16(b).  SECTION
11.Section 409A of the Code  (a)It is the intention of the Company that
no Award shall be deferred compensation subject to Section 409A of the Code,
unless and to the extent that the Committee specifically determines otherwise
as provided below, and the Plan and the terms and conditions of all Awards
shall be interpreted accordingly.  (b)The terms and conditions governing any
Awards that the Committee determines will be subject to Section 409A of the
Code, including any rules for elective or mandatory deferral of the delivery of
cash or shares of Common Stock pursuant thereto and any rules regarding
treatment of such Awards in the event of a Change in Control, shall be set
forth in the applicable Award Agreement, and shall comply in all respects with
Section 409A of the Code.  15


SECTION
12.Term, Amendment and
Termination  (a)Effectiveness. The Plan shall be effective as of the
date (the Effective Date) it is adopted by the Board.  (b)Termination. The Plan will terminate on the tenth
anniversary of the Effective Date. Awards outstanding as of such date shall not
be affected or impaired by the termination of the Plan.  (c)Amendment of Plan. The Board may amend, alter, or
discontinue the Plan, but no amendment, alteration or discontinuation shall be
made which would materially impair the rights of the Participant with respect
to a previously granted Award without such Participants consent, except such
an amendment made to comply with applicable law, tax rules, stock exchange
rules or accounting rules. In addition, no such amendment shall be made without
the approval of the Companys stockholders to the extent such approval is
required by applicable law or the listing standards of the Applicable Exchange.  (d)Amendment of Awards. Subject to Section 5(d), the Committee
may unilaterally amend the terms of any Award theretofore granted,
prospectively or retroactively, but no such amendment shall without the
Participants consent materially impair the rights of any Participant with
respect to an Award, except such an amendment made to cause the Plan or Award
to comply with applicable law, tax rules, stock exchange rules or accounting
rules.  SECTION
13.Unfunded Status of Plan  It is presently intended
that the Plan constitute an unfunded plan for incentive and deferred
compensation. The Committee may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan to deliver Common
Stock or make payments; provided, however,
that unless the Committee otherwise determines, the existence of such trusts or
other arrangements is consistent with the unfunded status of the Plan.  SECTION
14.General Provisions  (a)Conditions for Issuance. The Committee may require each person
purchasing or receiving Shares pursuant to an Award to represent to and agree
with the Company in writing that such person is acquiring the Shares without a
view to the distribution thereof. The certificates for such Shares may include
any legend which the Committee deems appropriate to reflect any restrictions on
transfer. Notwithstanding any other provision of the Plan or agreements made
pursuant thereto, the Company shall not be required to issue or deliver any
certificate or certificates for Shares under the Plan prior to fulfillment of
all of the following conditions:  (i) listing
or approval for listing upon notice of issuance, of such Shares on the
Applicable Exchange; (ii) any registration or other qualification of such
Shares of the Company under any state or federal law or regulation, or the
maintaining in effect of any such registration or other qualification which the
Committee shall, in its absolute discretion upon the advice of  16


counsel, deem necessary or advisable; and (iii)
obtaining any other consent, approval, or permit from any state or federal
governmental agency which the Committee shall, in its absolute discretion after
receiving the advice of counsel, determine to be necessary or advisable.  (b)Additional Compensation
Arrangements.
Nothing contained in the Plan shall prevent the Company or any Subsidiary or
Affiliate from adopting other or additional compensation arrangements for its
employees.  (c)No Contract of
Employment. The
Plan shall not constitute a contract of employment, and adoption of the Plan
shall not confer upon any employee any right to continued employment, nor shall
it interfere in any way with the right of the Company or any Subsidiary or
Affiliate to terminate the employment of any employee at any time. A
Participant shall, by participating in the Plan, waive all and any rights to compensation
or damages in consequence of the termination of such Participants employment
with the Company or any Subsidiary or Affiliate for any reason whatsoever,
whether lawfully or otherwise, insofar as those rights arise or may arise from
such Participant ceasing to have rights under the Plan as a result of such
termination, or from the loss or diminution in value of such rights or
entitlements, including by reason of the operation of the terms of the Plan or
the provisions of any statute or law relating to taxation. An Eligible
Individual shall have no right to be designated a Participant.  (d)Required Taxes. No later than the date as of which an
amount first becomes includible in the gross income of a Participant for U.S.
federal or other income tax purposes (or similar taxes in the applicable
non-U.S. jurisdiction) with respect to any Award under the Plan, such
Participant shall pay to the Company, or make arrangements satisfactory to the
Company regarding the payment of, any federal, state, local or foreign taxes or
social security (or similar) contributions of any kind required by law to be
withheld with respect to such amount. Unless otherwise determined by the
Company and subject to any applicable laws (including any laws that require
that such withholding be effected as a repurchase and be permitted only to the
extent such a repurchase would be permitted), withholding obligations may be
settled with Common Stock, including Common Stock that is part of the Award
that gives rise to the withholding requirement. The obligations of the Company
under the Plan shall be conditional on such payment or arrangements, and the
Company and its Affiliates shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment otherwise due to such
Participant. The Committee may establish such procedures as it deems
appropriate, including making irrevocable elections, for the settlement of
withholding obligations with Common Stock.  (e)Deferral Arrangements. Subject to applicable law, the Committee
may from time to time establish procedures pursuant to which a Participant may
elect to defer receipt of all or a portion of the cash or Shares subject to an
Award, all on such terms and conditions as the Committee shall determine.  (f)Limitation on Dividend
Reinvestment and Dividend Equivalents. Reinvestment of dividends in additional Restricted
Stock at the time of any dividend payment, and the payment  17


of Shares with respect to dividends to Participants
holding Awards of Stock Units, shall only be permissible if sufficient Shares
are available under Section 3 for such reinvestment or payment (taking into
account then outstanding Awards). In the event that sufficient Shares are not
available for such reinvestment or payment, such reinvestment or payment shall
be made in the form of a grant of Stock Units equal in number to the Shares
that would have been obtained by such payment or reinvestment, the terms of
which Stock Units shall provide for settlement in cash and for dividend
equivalent reinvestment in further Stock Units on the terms contemplated by
this Section 14(f).  (g)Designation ofDeath
Beneficiary. The Committee shall establish such procedures as it
deems appropriate for a Participant to designate a beneficiary to whom any
amounts payable in the event of such Participants death are to be paid or by
whom any rights of such eligible Individual, after such Participants death,
may be exercised.  (h)Subsidiary Employees. In the case of a grant of an Award to
any employee of a Subsidiary of the Company, the Company may, if the Committee
so directs, issue or transfer the Shares, if any, covered by the Award to the
Subsidiary, for such lawful consideration as the Committee may specify, upon
the condition or understanding that the Subsidiary will transfer the Shares to
the employee in accordance with the terms of the Award specified by the
Committee pursuant to the provisions of the Plan. The Committee may also adopt
procedures regarding treatment of any Shares so transferred to a Subsidiary
that are subsequently forfeited or canceled.  (i)Governing Law and
Interpretation.
The Plan and all Awards made and actions taken thereunder shall be governed by
and construed in accordance with the laws of the State of Delaware, without
reference to principles of conflict of laws. The captions of the Plan are not
part of the provisions hereof and shall have no force or effect.  (j)Non-Transferability. Except as otherwise provided by the
Committee, Awards under the Plan are not transferable except by will or by laws
of descent and distribution.  (k)Non-Pensionable.Benefits under the Plan shall not be
treated as pensionable earnings for purposes of any pension plan maintained by
the Company and its Affiliates, unless explicitly provided otherwise in such
plan.  (l)Data Protection.By participating in the Plan, the Participant consents
to the collection, processing, transmission and storage by the Company, in any
form whatsoever, of any data of a professional or personal nature which is
necessary for the purposes of administering the Plan. The Company may share
such information with any Subsidiary or Affiliate, any trustee, its registrars,
brokers, other third party administrator or any person who obtains control of
the Company or one of its Subsidiaries or divisions.  (m)Right of Offset.The Company or its Subsidiaries and
Affiliates shall have the right to offset, against the obligation to pay
amounts or issue Shares to any Participant under the Plan, any outstanding
amounts (including, without limitation, travel and entertainment expense,  18


advance account balances, loans, tax withholding
amounts paid by the employer or amounts repayable to the Company or its
Subsidiaries and Affiliates pursuant to tax equalization, housing, automobile
or other employee programs) such Participant then owes to the Company or its
Subsidiaries and Affiliates and any amounts the Plan Administrator otherwise
deems appropriate pursuant to any tax equalization policy or agreement.  (n)Foreign Employees and
Foreign Law Considerations. The Committee may grant Awards to Eligible
Individuals who are foreign nationals, who reside outside the United Statesor who are not compensated from a payroll
maintained in the United States, or who are otherwise subject to (or could
cause the Company to be subject to) legal or regulatory provisions of countries
or jurisdictions outside the United States, on such terms and conditions
different from those specified in the Plan as may, in the judgment of the
Committee, be necessary or desirable to foster and promote achievement of the
purposes of the Plan and comply with such legal or regulatory provisions, and,
in furtherance of such purposes, the Committee may make such modifications,
amendments, procedures, or subplans as may be necessary or advisable to comply
with such legal or regulatory provisions (including to avoid triggering a
public offering or to maximize tax efficiency).  19