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                                                                  Exhibit 10.33

                             HARVEYS CASINO RESORTS

                        1999 OMNIBUS STOCK INCENTIVE PLAN

SECTION 1.  GENERAL PURPOSE OF PLAN; DEFINITIONS.


          The name of this plan is the Harveys Casino Resorts 1999 Omnibus Stock
Incentive Plan (the "Plan"). The Plan was adopted by the Board on February 2,
1999, subject to the approval of the stockholders of the Company, which approval
was obtained on the same date, and subject to and effective upon the closing of
the Merger. The purpose of the Plan is to enable the Company to attract and
retain highly qualified personnel who will contribute to the Company's success
by their ability, ingenuity and industry and to provide incentives to the
participating officers, directors, employees, consultants and advisors that are
linked directly to increases in stockholder value and will therefore inure to
the benefit of all stockholders of the Company.

          For purposes of the Plan, the following terms shall be defined as set
forth below:

          (1) "ADMINISTRATOR" means the Board, or if and to the extent the Board
does not administer the Plan, the Committee in accordance with Section 2.

          (2) "BOARD" means the Board of Directors of the Company.

          (3) "CLASS A COMMON STOCK" means the Class A common stock, par value
$.01 per share, of the Company.

          (4) "CLASS B COMMON STOCK" means the Class B common stock, par value
$.01 per share, of the Company.

          (5) "CODE" means the Internal Revenue Code of 1986, as amended from
time to time, or any successor thereto.

          (6) "COMMITTEE" means the Compensation and Stock Option Committee of
the Board or any committee the Board may subsequently appoint to administer the
Plan. To the extent applicable, the Committee shall be composed

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entirely of individuals who meet the qualifications referred to in Section
162(m) of the Code and Rule 16b-3 under the Securities Exchange Act of 1934, as
amended. If at any time or to any extent the Board shall not administer the
Plan, then the functions of the Board specified in the Plan shall be exercised
by the Committee.

          (7) "COMPANY" means Harveys Casino Resorts, a Nevada corporation (or
any successor corporation).

          (8) "DEFERRED STOCK" means an award made pursuant to Section 7 below
of the right to receive Stock at the end of a specified deferral period.

          (9) "DISABILITY" means any physical or mental disability that prevents
a Participant from performing one or more of the essential functions of his
position for a period of ninety days or more in any 12-month period and/or which
is expected to be of permanent duration; provided that if such term is otherwise
defined in any employment agreement to which the Participant and the Company are
party, such other definition shall prevail.

          (10) "EFFECTIVE DATE" means the date set forth in Section 11.

          (11) "ELIGIBLE RECIPIENT" means an officer, director, employee,
consultant or advisor of the Company or any Subsidiary.

          (12) "FAIR MARKET VALUE" means, as of any given date, with respect to
any awards granted hereunder, (A) if the Stock is publicly traded, the closing
sale price of the Stock on such date as reported in the Western Edition of the
WALL STREET JOURNAL, or (B) if the Stock is not publicly traded, then except to
the extent alternate provision is made in the individual award agreement
evidencing any award hereun der, the fair market value of the Stock as
determined in good faith by the Board of Directors based on the advice of one of
the nationally recognized investment bank, valuation or accounting firms listed
on Appendix A, which is attached hereto, and such firm shall determine the fair
market value of the Stock based upon the per share value of the Company as a
whole, without any discount for sale of a minority interest and without
considering lack of liquidity of the Stock, including without limitation by
reason of transfer and other restrictions on the Stock.

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          (13) "INCENTIVE STOCK OPTION" means any Stock Option intended to be
designated as an "incentive stock option" within the meaning of Section 422 of
the Code.

          (14) "LIMITED STOCK APPRECIATION RIGHT" means a Stock Appreciation
Right that can be exercised only in the event of a "Change in Control" (as
defined in the award evidencing such Limited Stock Appreciation Right).

          (15) "MERGER" means the merger of Harveys Acquisition Corporation, a
Nevada corporation ("Acq Corp."), with and into the Company, which was 
consummated on February 2, 1999, pursuant to that certain Agreement and Plan of
Merger, dated as of February 1, 1998 between Acq Corp and the Company.

          (16) "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not
an Incentive Stock Option, including any Stock Option that provides (as of the
time such option is granted) that it will not be treated as an Incentive Stock
Option.

          (17) "PARENT CORPORATION" means, with respect to any Person, any other
Person which owns, directly or indirectly, a majority of the voting capital
stock or is a general partner or otherwise has the power to control, by
agreement or otherwise, the management and general business affairs of the
referenced Person.

          (18) "PARTICIPANT" means any Eligible Recipient selected by the
Administrator, pursuant to the Administrator's authority in Section 2 below, to
receive grants of Stock Options, Stock Appreciation Rights, Limited Stock
Apprecia tion Rights, Restricted Stock awards, Deferred Stock awards,
Performance Share awards or any combination of the foregoing.

          (19) "PERFORMANCE SHARES" means an award of shares of Stock pursuant
to Section 7 that is subject to restrictions based upon the attainment of
specified performance objectives.

          (20) "PERSON" means an individual, partnership, limited liability
company, joint venture, corporation, trust or unincorporated organization or any
other similar entity.

          (21) "RESTRICTED STOCK" means an award granted pursuant to Section 7
of shares of Stock subject to certain restrictions.

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          (22) "STOCK" means the Class A Common Stock and/or the Class B Common
Stock.

          (23) "STOCK APPRECIATION RIGHT" means the right pursuant to an award
granted under Section 6 to receive an amount equal to the excess, if any, of (A)
the Fair Market Value, as of the date such Stock Appreciation Right or portion
thereof is surrendered, of the shares of Stock covered by such right or such
portion thereof, over (B) the aggregate exercise price of such right or such
portion thereof.

          (24) "STOCK OPTION" means any option to purchase shares of Stock
granted pursuant to Section 5.

          (25) "SUBSIDIARY" means, with respect to any Person, all other Persons
of which such Person owns, directly or indirectly, a majority of the voting
capital stock or is a general partner or otherwise has the power to control, by
agreement or otherwise, the management and general business affairs of such
other Person.

SECTION 2.  ADMINISTRATION.

          The Plan shall be administered in accordance with the requirements of
Section 162(m) of the Code (but only to the extent necessary to maintain
qualification of awards under the Plan under Section 162(m) of the Code) and,
to the extent applicable, Rule 16b-3 under the Securities Exchange Act of 1934,
as amended ("Rule 16b-3"), by the Board or, at the Board's sole discretion, by
the Committee, which shall be appointed by the Board and which shall serve at
the pleasure of the Board.

          Pursuant to the terms of the Plan, the Administrator shall have the
power and authority to grant to Eligible Recipients pursuant to the terms of the
Plan: (a) Stock Options, (b) Stock Appreciation Rights or Limited Stock
Appreciation Rights, (c) Restricted Stock, (d) Performance Shares, (e) Deferred
Stock or (f) any combination of the foregoing.

          In particular, the Administrator shall have the authority:

               (a) to select those Eligible Recipients who shall be 
Participants;

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               (b) to determine whether and to what extent Stock Options, Stock
Appreciation Rights, Limited Stock Appreciation Rights, Restricted Stock,
Deferred Stock, Performance Shares or a combination of the foregoing, are to be
granted hereunder to Participants, and whether such awards shall relate to
shares of Class A Common Stock or shares of Class B Common Stock, or both;

               (c) to determine the number of shares of Stock to be covered by
each such award granted hereunder;

               (d) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any award granted hereunder (including, but not
limited to, (x) the restrictions applicable to Restricted Stock or Deferred
Stock awards and the conditions under which restrictions applicable to such
Restricted Stock or Deferred Stock shall lapse, and (y) the performance goals
and periods applicable to the award of Performance Shares); and

               (e) to determine the terms and conditions, not inconsistent with
the terms of the Plan, which shall govern all written instruments evidencing the
Stock Options, Stock Appreciation Rights, Limited Stock Appreciation Rights,
Restricted Stock, Deferred Stock, Performance Shares or any combination of the
foregoing granted hereunder to Participants.

          The Administrator shall have the authority, in its discretion, to
adopt, alter and repeal such administrative rules, guidelines and practices
governing the Plan as it shall from time to time deem advisable; to interpret
the terms and provisions of the Plan and any award issued under the Plan (and
any agreements relating thereto); and to otherwise supervise the administration
of the Plan. Notwithstanding the foregoing, the Administrator may not amend the
terms of any grant once made to an Eligible Participant without the written
consent of such Eligible Participant.

          All decisions made by the Administrator pursuant to the provisions of
the Plan shall be final, conclusive and binding on all persons, including the
Company and the Participants.

SECTION 3.  STOCK SUBJECT TO PLAN.

          The total number of shares of Class A Common Stock reserved and
available for issuance under the Plan shall be 2,000, and the total number of
shares

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of Class B Common Stock reserved and available for issuance under the
Plan shall be 200,000. Such shares may consist, in whole or in part, of
authorized and unissued shares or treasury shares. The aggregate number of
shares of Stock as to which Stock Options, Stock Appreciation Rights, Restricted
Stock and Performance Shares may be granted to any individual during any
calendar year may not, subject to adjustment as provided in this Section 3,
exceed 80% of the shares of Stock reserved for the purposes of the Plan in
accordance with the provisions of this Section 3.

          Consistent with the provisions of Section 162(m) of the Code, as from
time to time applicable, to the extent that (i) a Stock Option expires or is
otherwise terminated without being exercised, or (ii) any shares of Stock
subject to any Restricted Stock, Deferred Stock or Performance Share award
granted hereunder are forfeited, such shares shall again be available for
issuance in connection with future awards under the Plan. If any shares of Stock
have been pledged as collateral for indebtedness incurred by a Participant in
connection with the exercise of a Stock Option and such shares are returned to
the Company in satisfaction of such indebtedness, such shares shall again be
available for issuance in connection with future awards under the Plan.

          In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend or other change in corporate structure
affecting the Stock, an equitable substitution or proportionate adjustment shall
be made in (i) the aggregate number of shares reserved for issuance under the
Plan, (ii) the kind, number and option price of shares subject to outstanding
Stock Options granted under the Plan, and (iii) the kind, number and purchase
price of shares issuable pursuant to awards of Restricted Stock, Deferred Stock
and Performance Shares, in each case as may be determined by the Administrator,
in good faith. Such other substitutions or adjustments shall be made as may be
determined by the Administrator, in its sole discretion. An adjusted option
price shall also be used to determine the amount payable by the Company upon the
exercise of any Stock Appreciation Right or Limited Stock Appreciation Right
related to any Stock Option. In connection with any event described in this
paragraph, the Administrator may provide, in its good faith discretion, for the
cancellation of any outstanding awards and payment of an equitable amount in
cash or securities therefor.

SECTION 4.  ELIGIBILITY.

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          Officers, directors and employees of the Company or any Subsidiary,
and consultants and advisors to the Company or any Subsidiary, who are
responsible for or are in a position to contribute to the management, growth
and/or profitability of the business of the Company shall be eligible to be
granted Stock Options, Stock Appreciation Rights, Limited Stock Appreciation
Rights, Restricted Stock awards, Deferred Stock awards or Performance Shares
hereunder. The Participants under the Plan shall be selected from time to time
by the Administrator, in its sole discretion, from among the Eligible Recipients
recommended by the senior management of the Company, and the Administrator shall
determine, in its sole discretion, the number of shares of Stock covered by each
award, and whether such award shall relate to shares of Class A Common Stock or
shares of Class B Common Stock, or both.

SECTION 5.  STOCK OPTIONS.

          Stock Options may be granted alone or in addition to other awards
granted under the Plan. Any Stock Option granted under the Plan shall be in such
form as the Administrator may from time to time approve, and the provisions of
Stock Option awards need not be the same with respect to each optionee. Recipi
ents of Stock Options shall enter into a subscription and/or award agreement
with the Company, in such form as the Administrator shall determine, which
agreement shall set forth, among other things, the exercise price of the option,
the term of the option and provisions regarding exercisability of the option
granted thereunder.

          The Stock Options granted under the Plan may be of two types: (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options.

          The Administrator shall have the authority to grant any officer or
employee of the Company (including directors who are also officers of the 
Company) Incentive Stock Options, Non-Qualified Stock Options, or both types of
Stock Options (in each case with or without Stock Appreciation Rights or Limited
Stock Appreciation Rights). Directors who are not officers of the Company,
consultants and advisors may only be granted Non-Qualified Stock Options (with
or without Stock Appreciation Rights or Limited Stock Appreciation Rights). To
the extent that any Stock Option does not qualify as an Incentive Stock Option,
it shall constitute a separate Non-Qualified Stock Option. More than one option
may be granted to the same optionee and be outstanding concurrently hereunder.


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          Stock Options granted under the Plan shall be subject to the follow
ing terms and conditions and shall contain such additional terms and conditions,
not inconsistent with the terms of the Plan, as the Administrator shall deem
desirable:

          (1) OPTION PRICE. The option price per share of Stock purchasable 
under a Stock Option shall be determined by the Administrator in its sole 
discretion at the time of grant but shall not, in the case of Incentive Stock 
Options, be less than 100% of the Fair Market Value of the Stock on such date 
and shall not, in any event, be less than the par value (if any) of the 
Stock. If an employee owns or is deemed to own (by reason of the attribution 
rules applicable under Section 424(d) of the Code) more than 10% of the 
combined voting power of all classes of stock of the Company or any Parent 
Corporation and an Incentive Stock Option is granted to such employee, the 
option price of such Incentive Stock Option (to the extent required by the 
Code at the time of grant) shall be no less than 110% of the Fair Market 
Value of the Stock on the date such Incentive Stock Option is granted.

          (2) OPTION TERM. The term of each Stock Option shall be fixed by the
Administrator, but no Stock Option shall be exercisable more than ten years
after the date such Stock Option is granted; PROVIDED, HOWEVER, that if an
employee owns or is deemed to own (by reason of the attribution rules of Section
424(d) of the Code) more than 10% of the combined voting power of all classes of
stock of the Company or any Parent Corporation and an Incentive Stock Option is
granted to such employee, the term of such Incentive Stock Option (to the extent
required by the Code at the time of grant) shall be no more than five years from
the date of grant.

          (3) EXERCISABILITY. Stock Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Administrator at grant. The Administrator may provide at the time of grant, in
its discretion, that any Stock Option shall be exercisable only in installments,
and the Administrator may waive such installment exercise provisions at any time
in whole or in part based on such factors as the Administrator may determine, in
its sole discretion, including but not limited to in connection with any "change
in control" of the Company, as defined in any stock option agreement.

          (4) METHOD OF EXERCISE. Subject to Section 5(3) above, Stock Options
may be exercised in whole or in part at any time during the option period, by
giving written notice of exercise to the Company specifying the number of

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shares to be purchased, accompanied by payment in full of the purchase price in
cash or its equivalent, as determined by the Administrator. As determined by the
Administrator, in its sole discretion, payment in whole or in part may also be
made (i) by means of any cashless exercise procedure approved by the
Administrator, (ii) in the form of unrestricted Stock already owned by the
optionee or (iii) in the case of the exercise of a Non-Qualified Stock Option,
in the form of Restricted Stock or Performance Shares subject to an award
hereunder (based, in each case, on the Fair Market Value of the Stock on the
date the option is exercised); PROVIDED, HOWEVER, that in the case of an
Incentive Stock Option, the right to make payment in the form of already owned
shares may be authorized only at the time of grant. If payment of the option
exercise price of a Non-Qualified Stock Option is made in whole or in part in
the form of Restricted Stock or Performance Shares, the shares received upon the
exercise of such Stock Option shall be restricted in accordance with the
original terms of the Restricted Stock or Performance Share award in question,
except that the Administrator may direct that such restrictions shall apply only
to that number of shares equal to the number of shares surrendered upon the
exercise of such option. An optionee shall generally have the rights to
dividends and any other rights of a stockholder with respect to the Stock
subject to the Stock Option only after the optionee has given written notice of
exercise, has paid in full for such shares, and, if requested, has given the
representation described in paragraph (1) of Section 10.

          The Administrator may require the surrender of all or a portion of any
Stock Option granted under the Plan as a condition precedent to the grant of a
new Stock Option. Subject to the provisions of the Plan, such new Stock Option
shall be exercisable at the price, during such period and on such other terms
and conditions as are specified by the Administrator at the time the new Stock
Option is granted. Consistent with the provisions of Section 162(m), to the
extent applicable, upon their surrender, Stock Options shall be canceled and the
shares previously subject to such canceled Stock Options shall again be
available for grants of Stock Options and other awards hereunder.

          (5) LOANS. The Company may make loans available to Stock Option
holders in connection with the exercise of outstanding options granted under the
Plan, as the Administrator, in its discretion, may determine. Such loans shall
(i) be evidenced by promissory notes entered into by the Stock Option holders in
favor of the Company, (ii) be subject to the terms and conditions set forth in
this Section 5(5) and such other terms and conditions, not inconsistent with the
Plan, as the Administrator shall determine, (iii) bear interest, if any, at such
rate as the

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Administrator shall determine, and (iv) be subject to Board approval (or to
approval by the Administrator to the extent the Board may delegate such author
ity). In no event may the principal amount of any such loan exceed the sum of
(x) the exercise price less the par value (if any) of the shares of Stock
covered by the option, or portion thereof, exercised by the holder, and (y) any
federal, state, and local income tax attributable to such exercise. The initial
term of the loan, the schedule of payments of principal and interest under the
loan, the extent to which the loan is to be with or without recourse against the
holder with respect to principal or interest and the conditions upon which the
loan will become payable in the event of the holder's termination of employment
shall be determined by the Administrator. Unless the Administrator determines
otherwise, when a loan is made, shares of Stock having a Fair Market Value at
least equal to the principal amount of the loan shall be pledged by the holder
to the Company as security for payment of the unpaid balance of the loan, and
such pledge shall be evidenced by a pledge agreement, the terms of which shall
be determined by the Administrator, in its discretion; PROVIDED, HOWEVER, that
each loan shall comply with all applicable laws, regulations and rules of the
Board of Governors of the Federal Reserve System and any other governmental
agency having jurisdiction.

          (6) NON-TRANSFERABILITY OF OPTIONS. Except under the laws of descent
and distribution, unless otherwise determined by the Administrator, the optionee
shall not be permitted to sell, transfer, pledge or assign any Stock Option, and
all Stock Options shall be exercisable, during the optionee's lifetime, only by
the optionee; PROVIDED, HOWEVER, that the optionee shall be permitted to
transfer one or more Stock Options to a trust controlled by the optionee during
the optionee's lifetime for estate planning purposes.

          (7) TERMINATION OF EMPLOYMENT OR SERVICE. If an optionee's employment
with or service as a director, consultant or advisor to the Company terminates
by reason of death, Disability or for any other reason, the Stock Option may
thereafter be exercised to the extent provided in the applicable subscription or
award agreement, or as otherwise determined by the Administrator.

           (8) ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS. To the extent
that the aggregate Fair Market Value (determined as of the date the Incentive
Stock Option is granted) of shares of Stock with respect to which Incentive
Stock Options granted to an Optionee under this Plan and all other option plans
of the Company or its Parent Corporation become exercisable for the first time
by the Optionee

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during any calendar year exceeds $100,000, such Stock Options shall be treated
as Non-Qualified Stock Options.

SECTION 6.  STOCK APPRECIATION RIGHTS AND LIMITED STOCK APPRECIATION RIGHTS.

          (1) GRANT AND EXERCISE. Stock Appreciation Rights and Limited Stock
Appreciation Rights may be granted either alone ("Free Standing Rights") or in
conjunction with all or part of any Stock Option granted under the Plan 
("Related Rights"). In the case of a Non-Qualified Stock Option, Related Rights
may be granted either at or after the time of the grant of such Stock Option. 
In the case of an Incentive Stock Option, Related Rights may be granted only at 
the time of the grant of the Incentive Stock Option.

          A Related Right or applicable portion thereof granted in conjunction
with a given Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option, except that, unless
otherwise provided by the Administrator at the time of grant, a Related Right
granted with respect to less than the full number of shares covered by a related
Stock Option shall only be reduced if and to the extent that the number of
shares covered by the exercise or termination of the related Stock Option
exceeds the number of shares not covered by the Related Right.

          A Related Right may be exercised by an optionee, in accordance with
paragraph (2) of this Section 6, by surrendering the applicable portion of the
related Stock Option. Upon such exercise and surrender, the optionee shall be
entitled to receive an amount determined in the manner prescribed in paragraph
(2) of this Section 6. Stock Options which have been so surrendered, in whole or
in part, shall no longer be exercisable to the extent the Related Rights have
been so exercised.

          (2) TERMS AND CONDITIONS. Stock Appreciation Rights shall be subject
to such terms and conditions, not inconsistent with the provisions of the Plan,
as shall be determined from time to time by the Administrator, including the
following:

               (a) Stock Appreciation Rights that are Related Rights ("Related
Stock Appreciation Rights") shall be exercisable only at such time or times and
to the extent that the Stock Options to which they relate shall be exercisable
in accordance with the provisions of Section 5 and this Section 6 of the Plan;

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PROVIDED, HOWEVER, that no Related Stock Appreciation Right shall be exercisable
during the first six months of its term, except that this additional limitation
shall not apply in the event of death or Disability of the optionee prior to the
expiration of such six-month period.

               (b) Upon the exercise of a Related Stock Appreciation Right, an
optionee shall be entitled to receive up to, but not more than, an amount in
cash or that number of shares of Stock (or in some combination of cash and
shares of Stock) equal in value to the excess of the Fair Market Value of one
share of Stock as of the date of exercise over the option price per share
specified in the related Stock Option multiplied by the number of shares of
Stock in respect of which the Related Stock Appreciation Right is being
exercised, with the Administrator having the right to determine the form of
payment.

               (c) Related Stock Appreciation Rights shall be transferable only
when and to the extent that the underlying Stock Option would be transferable
under paragraph (6) of Section 5 of the Plan.

               (d) Upon the exercise of a Related Stock Appreciation Right, the
Stock Option or part thereof to which such Related Stock Appreciation Right is
related shall be deemed to have been exercised for the purpose of the limitation
set forth in Section 3 of the Plan on the number of shares of Stock to be issued
under the Plan, but only to the extent of the number of shares issued under the
Related Stock Appreciation Right.

               (e) A Related Stock Appreciation Right granted in connection
with an Incentive Stock Option may be exercised only if and when the Fair Market
Value of the Stock subject to the Incentive Stock Option exceeds the exercise
price of such Stock Option.

               (f) Stock Appreciation Rights that are Free Standing Rights
("Free Standing Stock Appreciation Rights") shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Administrator at or after grant; PROVIDED, HOWEVER, that no Free Standing Stock
Appreciation Right shall be exercisable during the first six months of its term,
except that this limitation shall not apply in the event of death or Disability
of the recipient of the Free Standing Stock Appreciation Right prior to the
expiration of such six-month period.

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               (g) The term of each Free Standing Stock Appreciation Right shall
be fixed by the Administrator, but no Free Standing Stock Appreciation Right
shall be exercisable more than ten years after the date such right is granted.

               (h) Upon the exercise of a Free Standing Stock Appreciation
Right, a recipient shall be entitled to receive up to, but not more than, an
amount in cash or that number of shares of Stock (or any combination of cash or
shares of Stock) equal in value to the excess of the Fair Market Value of one
share of Stock as of the date of exercise over the price per share specified in
the Free Standing Stock Appreciation Right (which price shall be no less than
100% of the Fair Market Value of the Stock on the date of grant) multiplied by
the number of shares of Stock in respect of which the right is being exercised,
with the Administrator having the right to determine the form of payment.

               (i) Free Standing Stock Appreciation Rights shall be transferable
only when and to the extent that a Stock Option would be transferable under
paragraph (6) of Section 5 of the Plan.

               (j) In the event of the termination of employment or service of a
Participant who has been granted one or more Free Standing Stock Appreciation
Rights, such rights shall be exercisable at such time or times and subject to
such terms and conditions as shall be determined by the Administrator at or
after grant.

               (k) Limited Stock Appreciation Rights may only be exercised
within the 30-day period following a "Change in Control" (as defined by the
Administrator in the agreement evidencing such Limited Stock Appreciation Right)
and, with respect to Limited Stock Appreciation Rights that are Related Rights
("Related Limited Stock Appreciation Rights"), only to the extent that the Stock
Options to which they relate shall be exercisable in accordance with the
provisions of Section 5 and this Section 6 of the Plan.

               (l) Upon the exercise of a Limited Stock Appreciation Right, the
recipient shall be entitled to receive an amount in cash equal in value to the
excess of the "Change in Control Price" (as defined in the agreement evidencing
such Limited Stock Appreciation Right) of one share of Stock as of the date of
exercise over (A) the option price per share specified in the related Stock
Option, or (B) in the case of a Limited Stock Appreciation Right which is a Free
Standing Stock Appreciation Right, the price per share specified in the Free
Standing Stock

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Appreciation Right, such excess to be multiplied by the number of shares in
respect of which the Limited Stock Appreciation Right shall have been exercised.

SECTION 7.  RESTRICTED STOCK, DEFERRED STOCK AND PERFORMANCE SHARES.

          (1) GENERAL. Restricted Stock, Deferred Stock or Performance Share
awards may be issued either alone or in addition to other awards granted under
the Plan. The Administrator shall determine the Eligible Recipients to whom, and
the time or times at which, grants of Restricted Stock, Deferred Stock or
Performance Share awards shall be made; the number of shares to be awarded; the
price, if any, to be paid by the recipient of Restricted Stock, Deferred Stock
or Performance Share awards; the Restricted Period (as defined in paragraph (3)
of this Section 7) applicable to Restricted Stock or Deferred Stock awards
(which may include income, earnings per share, cash flow, shareholder return or
such other relevant financial measures as the Administrator, in its discretion,
shall deem appropriate); the performance objectives applicable to Performance
Share or Deferred Stock awards; the date or dates on which restrictions
applicable to such Restricted Stock or Deferred Stock awards shall lapse during
such Restricted Period; and all other conditions of the Restricted Stock,
Deferred Stock and Performance Share awards. Subject to the requirements of
Section 162(m) of the Code, as applicable, the Administrator may also condition
the grant of Restricted Stock, Deferred Stock awards or Performance Shares upon
the exercise of Stock Options, or upon such other criteria as the Administrator
may determine, in its sole discretion. The provisions of Restricted Stock,
Deferred Stock or Performance Share awards need not be the same with respect to
each recipient. In the discretion of the Administrator, loans may be made to
Participants in connection with the purchase of Restricted Stock under
substantially the same terms and conditions as provided in Section 5(5) with
respect to the exercise of stock options.

          (2) AWARDS AND CERTIFICATES. The prospective recipient of a Restricted
Stock, Deferred Stock or Performance Share award shall not have any rights with
respect to such award, unless and until such recipient has executed an agreement
evidencing the award (a "Restricted Stock Award Agreement," "De ferred Stock
Award Agreement" or "Performance Share Award Agreement," as appropriate) and
delivered a fully executed copy thereof to the Company, within a period of sixty
days (or such other period as the Administrator may specify) after the award
date. Except as otherwise provided below in this Section 7(2), (i) each
Participant who is awarded Restricted Stock or Performance Shares shall be
issued a stock certificate in respect of such shares of Restricted Stock or
Performance

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Shares; and (ii) such certificate shall be registered in the name of the
Participant, and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such award.

          The Company may require that the stock certificates evidencing
Restricted Stock or Performance Share awards hereunder be held in the custody of
the Company until the restrictions thereon shall have lapsed, and that, as a
condition of any Restricted Stock award or Performance Share award, the 
Participant shall have delivered a stock power, endorsed in blank, relating to 
the Stock covered by such award.

          With respect to Deferred Stock awards, at the expiration of the
Restricted Period, stock certificates in respect of such shares of Deferred
Stock shall be delivered to the participant, or his legal representative, in a
number equal to the number of shares of Stock covered by the Deferred Stock
award.

          (3) RESTRICTIONS AND CONDITIONS. The Restricted Stock, Deferred Stock
and Performance Share awards granted pursuant to this Section 7 shall be subject
to the following restrictions and conditions:

               (a) Subject to the provisions of the Plan, any stockholders
agreement, and the Restricted Stock Award Agreement, Deferred Stock Award
Agreement or Performance Share Award Agreement, as appropriate, governing such
award, during such period as may be set by the Administrator commencing on the
grant date (the "Restricted Period"), the Participant shall not be permitted to
sell, transfer, pledge or assign shares of Restricted Stock, Performance Shares
or Deferred Stock awarded under the Plan; PROVIDED, HOWEVER, that the
Administrator may, in its sole discretion, provide for the lapse of such
restrictions (other than those pursuant to any stockholders agreement) in
installments and may accelerate or waive such restrictions in whole or in part
based on such factors and such circumstances as the Administrator may determine,
in its sole discretion, including, but not limited to, the attainment of
certain performance related goals, the Participant's termination of employment
or service, death or Disability or the occurrence of a "Change in Control" as
defined in the agreement evidencing such award.

               (b) Except as provided in paragraph (3)(a) of this Section 7, the
Participant shall generally have, with respect to the shares of Restricted Stock
or Performance Shares, all of the rights of a stockholder with respect to such


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<PAGE>

stock during the Restricted Period. The Participant shall generally not have the
rights of a stockholder with respect to stock subject to Deferred Stock awards
during the Restricted Period; PROVIDED, HOWEVER, that dividends declared during
the Restricted Period with respect to the number of shares covered by a
Deferred Stock award shall be paid to the Participant. Certificates for shares
of unrestricted Stock shall be delivered to the Participant promptly after, and
only after, the Restricted Period shall expire without forfeiture in respect of
such shares of Restricted Stock, Performance Shares or Deferred Stock, except as
the Administrator, in its sole discretion, shall otherwise determine.

               (c) The rights of holders of Restricted Stock, Deferred Stock and
Performance Share awards upon termination of employment or service for any
reason during the Restricted Period shall be set forth in the Restricted Stock
Award Agreement, Deferred Stock Award Agreement or Performance Share Award
Agreement, as appropriate, governing such awards.

SECTION 8.  AMENDMENT AND TERMINATION.

          The Board may amend, alter or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made that would impair the rights and
benefits of a Participant under any award theretofore granted without such
Participant's consent, or that, without the approval of the stockholders (as
described below), would:

          (1) except as provided in Section 3, increase the total number of
shares of Stock reserved for the purpose of the Plan;

          (2) change the class of directors, officers, employees, consultants
and advisors eligible to participate in the Plan; or

          (3) extend the maximum option period under paragraph (2) of Section 5
of the Plan.

          Notwithstanding the foregoing, stockholder approval under this Section
8 shall only be required at such time and under such circumstances as
stockholder approval would be required under Section 162(m) of the Code or other
applicable law, rule or regulation with respect to any material amendment to any
employee benefit plan of the Company.


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<PAGE>

          The Administrator may amend the terms of any award theretofore
granted, prospectively or retroactively, but, subject to Section 3 above, no
such amendment shall impair the rights and benefits of any holder without his or
her consent.

SECTION 9.  UNFUNDED STATUS OF PLAN.

          The Plan is intended to constitute an "unfunded" plan for incentive
compensation. With respect to any payments not yet made to a Participant by the
Company, nothing contained herein shall give any such Participant any rights
that are greater than those of a general creditor of the Company.

SECTION 10.  GENERAL PROVISIONS.

          (1) The Administrator may require each person purchasing shares
pursuant to a Stock Option to represent to and agree with the Company in writing
that such person is acquiring the shares without a view to distribution thereof.
The Administrator may require each person acquiring shares pursuant to the Plan
to become a party to any stockholders agreement with respect to the Company or
any Parent Corporation. The certificates for such shares may include any legend
which the Administrator deems appropriate to reflect any restrictions on
transfer.

          All certificates for shares of Stock delivered under the Plan shall be
subject to such stock-transfer orders and other restrictions as the
Administrator may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed, and any applicable federal or state securities
law, and the Administrator may cause a legend or legends to be placed on any
such certificates to make appropriate reference to such restrictions.

          (2) Nothing contained in the Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder
approval, if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of the
Plan shall not confer upon any officer, director, employee, consultant or
advisor of the Company any right to continued employment or service with the
Company, as the case may be, nor shall it interfere in any way with the right of
the Company to terminate the employment or service of any of its officers,
directors, employees, consultants or advisors at any time.

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<PAGE>

          (3) Each Participant shall, no later than the date as of which the
value of an award first becomes includible in the gross income of the
Participant for federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Administrator regarding payment of, any
federal, state, or local taxes of any kind required by law to be withheld with
respect to the award. The obligations of the Company under the Plan shall be
conditional on the making of such payments or arrangements, and the Company
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the Participant.

          (4) No member of the Board or the Administrator, nor any officer or
employee of the Company acting on behalf of the Board or the Administrator,
shall be personally liable for any action, determination, or interpretation
taken or made in good faith with respect to the Plan, and all members of the
Board or the Administrator and each and any officer or employee of the Company
acting on their behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Company in respect of any such action,
determination or interpretation.

SECTION 11.  EFFECTIVE DATE OF PLAN.

          The Plan became effective (the "Effective Date") on February 2, 1999,
the date the Merger was consummated.

SECTION 12.  TERM OF PLAN.

          No Stock Option, Stock Appreciation Right, Limited Stock Appreciation
Right, Restricted Stock, Deferred Stock or Performance Share award shall be
granted pursuant to the Plan on or after the tenth anniversary of the Effective
Date, but awards theretofore granted may extend beyond that date.

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