S-8












Exhibit 4.1(b)  



Amended and Restated
1991 Incentive Program of BP Amoco Corporation and 

its Participating Subsidiaries 



Preamble 



The
1991 Incentive Program of Amoco Corporation and its Participating Subsidiaries amended and
restated effective November 1, 1996 shall be effective from November 1, 1996 to the
effective date of the merger of Amoco Corporation with a wholly owned subsidiary of The
British Petroleum Company (the “Merger”). From and after the effective date of
the Merger this Amended and Restated 1991 Incentive Program of BP Amoco Corporation and
its Participating Subsidiaries shall be effective until later amended, superceded or
terminated. 



	1.  	Purpose
and Effective Date  






	 	
The
purpose of this 1991 Incentive Program of BP Amoco Corporation and its Participating
Subsidiaries is to further the interests of BP Amoco Corporation, an Indiana corporation,
its affiliates and its shareholder by providing incentives in the form of awards to
employees who contribute materially to the success and profitability of the Corporation
and its affiliates. Such awards recognize and reward outstanding performances and
individual contributions of key, managerial and other salaried employees who possess
valuable experience and skills. This Program also enables the Corporation and its
affiliates to attract and retain such employees. This Program initially became effective
on April 23, 1991 and shall remain effective until December 31, 2001, subject to the
ability of the Board of Directors and the Compensation and Organization Committee to
terminate this Program as provided in Section 14.1.  






	2.  	Definitions  






	 	
As
used in this Program: 






	 	(1) 	“Adjusted
Net Income” means the net income of the Corporation as           reported in the
Corporation’s annual financial statements adjusted to           exclude publicly
disclosed unusual or special items affecting reported net           income. 






	 	(2) 	“Award” means
the grant of any form of Option, Stock Appreciation           Right, Performance Award,
Restricted Share, Bonus, or any other form of Share           based or non-Share based
Award granted pursuant to this Program. 






	 	(3) 	“Award
Agreement” means a written agreement between the Corporation           and a
Participant that sets forth the terms, conditions and limitations           applicable to
an Award. 






	 	(4) 	“Beneficiary” means
a person or persons designated by a Participant to           receive, in the event of
death, any unpaid portion of an Award held by the           Participant. Any Participant
may, subject to such limitations as may be           prescribed by the Committee,
designate one or more persons primarily or           contingently as beneficiaries in
writing upon forms supplied by and delivered to           the Corporation, and may revoke
such designations in writing. If a Participant           fails effectively to designate a
beneficiary, then the Participant’s estate           shall be deemed to be the
Participant’s beneficiary. 













 





	 	(5) 	“Board” means
the Board of Directors of the Corporation. 






	 	(6) 	“Bonus” means
any payment under Section 7. 






	 	(7) 	“BP
Amoco” means BP Amoco p.l.c., an English public limited company or           any
successor corporation. 






	 	(8) 	“Change
in Control” has the meaning set forth in Section 9. 






	 	(9) 	“Chief
Executive Officer” means the Employee of the Corporation           serving in such
capacity. 






	 	(10) 	“Code” means
the Internal Revenue Code of 1986, as amended and in           effect from time to time,
or any successor statute. 






	 	(11) 	“Committee” means
the Compensation and Organization Committee of the           Corporation or any successor
committee. 






	 	(12) 	“Corporation” means
BP Amoco Corporation, an Indiana corporation, or           any successor corporation. 






	 	(13) 	“Employee” means
any individual who is a salaried employee on the           payroll of the Corporation or
any Participating Subsidiary. 






	 	(14) 	“Fair
Market Value Per Share” in reference to Shares means (i) the           average of
the reported highest and lowest sale prices per Share as reported on           the New
York Stock Exchange on the date as of which determination is to be made,           or
(ii) in the absence of reported sales on that date, the average of such
          reported highest and lowest sale prices per Share on the next preceding date on
          which reported sales occurred. 






	 	(15) 	“Named
Executive Officer” means an Employee as described in Section           162(m)(3) of
the Code for the year an Award is granted. 






	 	(16) 	“Option” means
an Award to purchase Shares granted pursuant to Section           6.1, and includes
Incentive Stock Options and Non-Qualified Options, as such           terms are defined in
Section 6.1. 






	 	(17) 	“Participant” means
any Employee who is granted an Award under this           Program. 






	 	(18) 	“Participating
Subsidiary” means (i) any subsidiary of the           Corporation, more than 50% of
the aggregate outstanding voting shares of all           outstanding classes and series
of which are beneficially owned, directly or           indirectly, by the Corporation,
and one or more Employees of which are           Participants, or are eligible for
Awards, pursuant to this Program or (ii) any           “affiliate” of the
Corporation and one or more Employees of which are           Participants, or are
eligible for Awards pursuant to this Program. An           “affiliate” for
purposes of the definition of Participating Subsidiary           means any entity that
directly or indirectly through one or more intermediaries,           controls, or is
controlled by, or is under common control with, the Corporation.           “Control” means
direct or indirect ownership of more than 50% or more           of the equity of a
corporation or the ability through share ownership or           otherwise to elect a
majority of the board of directors of a corporation. 






	 	(19) 	“Performance
Award” has the meaning described in Section 6.4. 













 





	 	(20) 	“Program” means
this 1991 Incentive Program of BP Amoco Corporation           and its Participating
Subsidiaries as it may be amended from time to time. 






	 	(21) 	“Restricted
Shares” means Shares, which have certain restrictions           attached to the
ownership thereof, which may be issued under Section 6.3. 






	 	(22) 	“Retirement” means
termination of a Participant’s employment with           the Corporation or a
Participating Subsidiary by retirement under the normal,           mandatory, and
applicable age plus service or other provision of the applicable           retirement
plan of the Corporation or a Participating Subsidiary. 






	 	(23) 	“Shares” means
American Depositary Shares of BP Amoco. 






	 	(24) 	“Share
Unit” means the right to receive a payment equivalent in value           to one
Share on the date of payment. 






	 	(25) 	“Stock
Appreciation Right” means a right, the value of which is           determined
relative to the appreciation in value of Shares, which may be issued           under
Section 6.2. 






	 	(26) 	“Totally
Disabled” means solely because of disease or injury, a           Participant is
deemed by a qualified physician selected by the Corporation or           Participating
Subsidiary to be unable to work at any reasonable occupation.           “Reasonable
occupation” means any gainful activity for which the           Participant is, or
may reasonably become, fitted by education, training or           experience, but shall
not mean any activity if it is in connection with an           approved rehabilitation
program. Notwithstanding the foregoing, a Participant           shall not be deemed
Totally Disabled if the cause of disability was contributed           to or resulted
from: (i) intentionally self-inflicted injuries; (ii) drug           addiction; (iii)
insurrection, rebellion, participation in a riot or civil           commotion; or (iv)
commission by the Participant of an assault, battery or           felony. 






	3.  	Administration  






	3.1  	Compensation
and Organization Committee  






	 	(a) 	This
Program shall be administered by the Committee, which shall be appointed by           the
Board. The Board may remove members from or add members to the Committee.
          Vacancies on the Committee shall be filled by the Board. 






	 	(b) 	To
the extent permitted by Section 14.3, the Committee is authorized to (i)
          determine which Employees shall be Participants in the Program and which Awards
          shall be granted to Participants, (ii) establish, amend and rescind rules,
          regulations and guidelines relating to this Program as it deems appropriate,
          (iii) interpret and administer this Program, Awards and Award Agreements, (iv)
          establish, modify and terminate terms and conditions of Award Agreements, (v)
          grant waivers and accelerations of Program, Award and Award Agreement
          restrictions and (vi) take any other action necessary for the proper
          administration and operation of the Program, all of which shall be executed in
          accordance with the objectives of this Program. 






	 	(c) 	The
Committee may designate persons and entities other than its members to carry
          out any of its responsibilities under and described in this Program, under such
          conditions or limitations as the Committee may establish. 













 





	3.2  	Effect
of Determinations  






	 	
Determinations
of the Committee and its designees shall be final, binding and conclusive on the
Corporation, its Participating Subsidiaries, shareholders, Employees and Participants. No
member of the Committee or any of its designees shall be personally liable for any action
or determination made in good faith with respect to this Program, any Award, or any Award
Agreement.  






	4.  	Eligibility  






	 	
Persons
eligible for Awards under this Program shall consist of key, managerial and other
Employees who possess valuable experience and skills and have contributed, or can be
expected to contribute, materially to the success of the Corporation and/or its
Participating Subsidiaries. The Committee shall determine which Employees shall be
Participants, the types of Awards to be made to Participants and the terms, conditions
and limitations applicable to the Awards.  






	5.  	Shares
Subject to this Program  






	5.1  	Maximum
Number of Shares  






	 	
The
maximum number of Shares available for Awards under this Program in each calendar year
during any part of which this Program shall be in effect shall be nine tenths of one
percent (0.9%) of the total outstanding Shares as of December 31 of the immediately
preceding year, subject to Section 8 of this Program. Any and all such Shares may be
issued in respect of any of the types of Awards; provided, however that no more than
thirteen million two hundred thirty thousand (13,230,000) Shares shall be issued with
respect to Incentive Stock Options, and provided, further, that no more than twenty
percent (20%) of the Shares available for Awards under this Program shall be issued in
respect of Restricted Shares. Notwithstanding the immediately preceding paragraph, any
Participant, including any Named Executive Officer, shall be limited to a maximum annual
aggregate award (a) under Section 6.1 of no more than 248,000 Shares underlying an Option
Award and (b) under Section 6.2 of no more than 248,000 Shares or Share Units related to
a Stock Appreciation Right Award.  






	5.2  	Share
Accounting  






	 	
Any
unused Shares of the nine tenths of one percent (0.9%) limit described in Section 5.1 in
any calendar year, shall be available for Awards in succeeding calendar years. Shares
granted under this Program shall be derived from sources determined by the Committee in
accordance with applicable law. No fractional Shares shall be granted under this Program.  













 





	6.  	Awards  






	 	
Awards
may include, but are not limited to, those described in this Section 6. Awards may be
granted singly, in combination, or in tandem with other Awards. Subject to the other
provisions of this Program, Awards may also be made in combination or in tandem with, in
replacement of, or as alternatives to, grants or rights under this Program and any other
employee plan of the Corporation or its Participating Subsidiaries, including any plan of
any acquired entity. Subject to the terms of the Awards described in this Section 6 and
the related Award Agreement, the form of payment for Awards may be in cash, in Shares, in
Share Units, or such other form as determined by the Committee, and may be made partly in
one form and partly in one or more other forms, all as determined by the Committee.
Except as otherwise provided in this Program, Awards shall be evidenced by Award
Agreements, the terms of which may be amended or accelerated by the Committee following
the grant of any Award and need not be uniform among Participants. Except as otherwise
provided in this Program, Awards shall be granted for such minimum consideration as is
required by applicable law, rules and regulations, and such additional consideration, if
any, as may be determined by the Committee.  






	6.1  	Options  






	 	
Options
may be granted under this Program from time to time. If Options are granted they shall be
upon the following terms and conditions and such additional terms and conditions, not
inconsistent with the express provisions of this Program, as the Committee in its
discretion shall deem desirable:  






	 	(a) 	Options
granted to Employees may be either of a type that meets the requirements           of
incentive stock options, as defined in Section 422 of the Code           (“Incentive
Stock Options”), or of a type or types that do not meet           such requirements (“Non-Qualified
Options”), if otherwise consistent           with the provisions of this Program. 






	 	(b) 	The
option price per Share for all Options shall be that recommended by the
          Committee, but it shall not be less than one hundred percent (100%) of the Fair
          Market Value Per Share on the date the Option is granted. 






	 	(c) 	Award
Agreements for Options shall conform to the requirements of this Program,           and
may contain such other provisions as the Committee shall deem advisable;
          provided, however, that if an Option is designated as an Incentive Stock Option
          the terms of the Award Agreement shall be in conformance with the statutory
          requirements for an Incentive Stock Option as specified in the Code. 






	 	(d) 	Award
Agreements for Options shall specify when an Option may be exercisable. An
          Option may be exercised, in whole or in part, by giving written notice of
          exercise to the Corporation specifying the number of Shares to be purchased.
          Shares purchased upon exercise of an Option shall be paid for in full at the
          time the Option is exercised in cash or in Shares. Payment may also be made in
          any other manner or form approved by the Committee, consistent with applicable
          law, regulations and rules. 






	 	(e) 	A
holder of an Option shall have no rights as a holder with respect to any           Shares
covered by such Option unless and until the date of the issuance of such
          Shares. 













 





	 	(f) 	(i) 	If a Participant dies while employed by the Corporation or a Participating
          Subsidiary and after completion of the required period of continuous employment
          as provided in the Award Agreement following the date an Option is granted,
then           the Option shall be exercisable by the Beneficiary of the Participant, but
only           within the period specified in the Award Agreement which shall not be
later than           three (3) years after the date of the Participant’s death and,
in any           event, not later than the expiration date of the Option. 






	 	(ii) 	Following
the death of a Participant, the Committee may at its discretion, upon           the
request of such Participant’s Beneficiary who holds an exercisable           Option
and in consideration of the surrender of such Option, pay the amount by           which
the Fair Market Value Per Share on the date of such request shall exceed           the
Option price per Share multiplied by the number of Shares as to which the
          request was made.  






	 	(g) 	If
a Participant is deemed by the Corporation or the applicable Participating
          Subsidiary to be Totally Disabled, or if a Participant Retires, after
completion           of any required period of continuous employment as provided in the
Award           Agreement, following the date an Option was granted, the Option shall be
          exercisable by the Participant or the Participant’s legal guardian or
          representative, but only within the period specified in the Award Agreement,
          which shall not be later than the expiration date of the Option. If a
          Participant, to whom this Section 6.1(g) is applicable, dies before the
          expiration of the period specified in the Award Agreement during which the
          Option may be exercised, and without having exercised the Option, then the
          Option shall be exercisable by the Beneficiary of the Participant during the
          remainder of such specified period but only within three (3) years after the
          date of the Participant’s death, and in any event, not later than the
          expiration date of the Option. 






	6.2  	Stock
Appreciation Rights  






	 	
Stock
Appreciation Rights may be granted under this Program from time to time. If Stock
Appreciation Rights are granted they shall be upon the following terms and conditions,
and such additional terms and conditions, not inconsistent with the express provisions of
this Program, as the Committee in its discretion shall deem desirable:  






	 	(a) 	A
Stock Appreciation Right may be granted in tandem with part or all of, in
          addition to, or completely independent of, an Option or any other Award under
          this Program. A Stock Appreciation Right issued in tandem with an Option may be
          granted at the time of grant of the related Option or at any time thereafter
          during the term of the Option. 






	 	(b) 	Award
Agreements for Stock Appreciation Rights shall conform to the requirements           of
this Program and may contain such other provisions (including but not limited
          to, the permitted form of payment for the exercise of the Stock Appreciation
          Right, the requirement of employment for designated periods of time prior to
          exercise and the ability of the Committee to revoke Stock Appreciation Rights
          which are issued in tandem with Options without compensation to the
Participant)           as the Committee shall deem advisable. 













 





	 	(c) 	Stock
Appreciation Rights issued in tandem with Options shall be subject to the
          following: 






	 	(i) 	Stock
Appreciation Rights shall be exercisable at such time or times and to the
          extent, but only to the extent, that the Option to which they relate shall be
          exercisable.  






	 	(ii) 	Upon
exercise of Stock Appreciation Rights the holder thereof shall be entitled           to
receive a number of Shares equal in aggregate value to the amount by which           the
Fair Market Value Per Share on the date of such exercise shall exceed the
          option price per Share of the related Option, multiplied by the number of
Shares           in respect of which the Stock Appreciation Rights shall have been
exercised.  






	 	(iii) 	All
or any part of the obligation arising out of an exercise of Stock           Appreciation
Rights may, at the discretion of the Committee, be settled by the           payment of
cash equal to the aggregate value of the Shares (or a fraction of a           Share) that
would otherwise be delivered under the Section 6.2 (c) (ii).  






	 	(iv) 	Upon
exercise of Stock Appreciation Rights the Participant shall surrender to           the
Corporation the unexercised tandem Options.  






	 	(v) 	Stock
Appreciation Rights issued in tandem with Options shall automatically           terminate
upon the exercise of such Options.  






	6.3  	Restricted
Shares  






	 	
Awards
of Restricted Shares may be granted under this Program from time to time. If Awards of
Restricted Shares are granted they shall be upon the following terms and conditions and
such additional terms and conditions, not inconsistent with the express provisions of
this Program, as the Committee in its discretion shall deem desirable:  






	 	(a) 	Restricted
Shares are Shares which are subject to such terms, conditions and           restrictions
as the Committee deems appropriate, which may include restrictions           upon the
sale, assignment, transfer or other disposition of the Restricted           Shares and
the requirement of forfeiture of the Restricted Shares upon           termination of
employment under certain specified conditions. The Committee may           condition the
lapsing of restrictions on part or all of an Award of Restricted           Shares upon
the attainment of specific performance goals or such other factors           as the
Committee may determine. Awards of Restricted Shares may be granted for           no cash
consideration or for such minimum consideration as may be required by
          applicable law. 






	 	(b) 	Award
Agreements for Restricted Shares shall conform to the requirements of this
          Program, and may contain such other terms and conditions (including but not
          limited to, a description of a period during which the Participant may not
          transfer the Restricted Shares and limits on encumbering the Restricted Shares
          during such period) as the Committee shall deem desirable. To the extent
          permitted by Section 14.3 hereof, the Committee may provide for the lapse of
any           such term or condition in installments and may accelerate or waive any such
term           or condition in whole or in part, based on service, performance and/or
such           other factors or criteria as the Committee may determine. 













 





	 	(c) 	Award
Agreements for Restricted Shares shall provide that the certificates
          representing Restricted Shares shall be legended, that the shares shall be held
          by a custodian, or that there be other mechanisms for maintaining control by
the           Corporation of the Restricted Shares until the restrictions thereon are no
          longer in effect. After the lapse, waiver or release of the restrictions
imposed           pursuant to the Award Agreement on any Restricted Shares, an equal
amount of           Shares without restrictions shall be released to the Participant. 






	 	(d) 	Except
as otherwise provided in this Program or in the Award Agreement, the
          Participant shall have, with respect to Awards of Restricted Shares, all of the
          rights of a holder of Shares, including the right to vote the Restricted Shares
          and the right to receive any dividends on such Restricted Shares. The Committee
          may provide that the payment of cash dividends shall or may be deferred. Any
          reinvestment of deferred cash dividends shall be as determined by the
Committee.           Non-cash dividends issued with respect to Restricted Shares shall be
subject to           the same terms, conditions and restrictions that apply to the
Restricted Shares           with respect to which such dividends are issued. Any
additional Shares issued           with respect to dividends shall not be counted against
the maximum number of           Shares for which Awards may be granted under this Program
as set forth in           Section 5. 






	 	(e) 	If
the employment of a Participant is terminated prior to the lapse of
          restrictions on Restricted Shares because the Participant dies, becomes Totally
          Disabled or Retires involuntarily, the restrictions on all Restricted Shares
          awarded to a Participant shall lapse on the date of such termination. 






	6.4  	Performance
Awards  






	 	
Performance
Awards may be granted under this Program from time to time. If Performance Awards are
granted they shall be upon the following terms and conditions and such additional terms
and conditions, not inconsistent with the express provisions of this Program, as the
Committee in its discretion shall deem advisable:  






	 	(a) 	Performance
Awards are Awards which are based upon the performance of all or a           portion of
the Corporation and/or its Participating Subsidiaries or which are           based upon
the individual performance of a Participant. Performance Awards may           be in the
form of performance units, performance shares and such other forms of
          Performance Awards which the Committee shall determine to be desirable.
          Performance Awards are Awards which are granted to Participants contingent upon
          (i) the future performance of all or a portion of the Corporation and/or one or
          more Participating Subsidiaries, which may include, without limitation,
          performance relative to a group of companies in the same or related industries,
          achievement of specific business objectives, attainment of certain growth
rates,           profitability goals and such other measurements as the Committee
determines to           be appropriate, (ii) the future performance of a Participant,
which may include,           without limitation, attainment of specified goals and
objectives and such other           measurements as the Committee determines to be
appropriate, (iii) the future           performance of a combination of all or a portion
of the Corporation and/or one           or more Participating Subsidiaries and a
Participant, or (iv) such other           measurements and criteria as may be considered
appropriate by the Committee.           Performance Awards may contain multiple
performance measurements. 













 





	 	(b) 	Award
Agreements for Performance Awards shall conform to the requirements of           this
Program and may contain such other terms and conditions (including but not
          limited to, applicable performance measurements, a description of whether
          performance measurements are to be used singly or in combination, a description
          of whether different performance measurements may be used for different
          performance periods, the length of performance periods, the ability of the
          Committee to amend and adjust measurements, payouts and performance periods of
          Performance Awards and any requirements of employment during performance
          periods) as the Committee shall deem desirable. 






	 	(c) 	Award
Agreements for Performance Awards shall provide for a required minimum           period
of continuous employment during a performance period of a Performance           Award. If
such minimum period of continuous employment shall have elapsed, the           Award
Agreement may provide, or the Committee may determine, the portion of the
          payment of the Performance Award which the Participant or the Participant’s
          Beneficiary, as applicable, is to receive at the end of the performance period. 






	6.5  	Other
Awards  






	 	
The
Committee may grant other Share based Awards under this Program, including without
limitation, those Awards pursuant to which Shares are or may in the future be acquired,
Awards denominated in Share Units, securities convertible into Shares and dividend
equivalents. The Committee shall determine the terms and conditions of such other Share
based Awards. Shares issued in connection with such other Share based Awards shall be
issued for such minimum consideration as shall be required by applicable law, rules and
regulations, and such additional consideration, if any, as may be determined by the
Committee.  






	 	
The
Committee may also grant other non-Share based Awards under this Program and shall
determine the terms and conditions of such other non-Share based Awards. The Committee
may grant such other Share based Awards and non-Share based Awards in tandem or
combination with other Awards or each other, in exchange of other Awards, or in tandem or
combination with, or as alternatives to grants or rights under any other employee plan of
the Corporation, including any plan of any acquired entity. The Committee shall have the
authority to determine the Participants for such Awards and all other terms and
conditions of such other Awards. No amendment of this Program is required for the
creation of another type of Award.  













 





	7.  	Bonuses  






	7.1  	Determination
of Bonuses  






	 	
Bonuses
may be granted under this Program from time to time. The amount of Bonuses which may be
awarded shall be as determined by the Committee. The Committee may establish a basis upon
which aggregate Bonus expenditures for any year shall be determined, which may include
measurements of financial performance of the Corporation and/or one or more of its
Participating Subsidiaries, relative performance of the Corporation and/or any one or
more of its Participating Subsidiaries within the same or related industries, competitive
compensation considerations and other measurements and criteria.  






	 	
In
the case of Named Executive Officers, the maximum annual individual Bonus Award to the
Chief Executive Officer shall be limited to an amount no greater than 0.15% of Adjusted
Net Income and for the other Named Executive Officers, an amount no greater than 0.10% of
Adjusted Net ncome.  






	 	
The
Committee in its sole discretion may, but shall not be required to, reduce the amount of,
or not grant a Bonus Award that could otherwise be granted based upon such considerations
as it deems appropriate.  






	7.2  	Form
and Time of Payment of Bonuses  






	 	(a) 	Each
Bonus may be made at the discretion of the Committee either in cash, in           Shares,
in Share Units, or in another form as determined by the Committee and           may be
made partly in one form and partly in one or more other forms. In the           case of
an Award of a Bonus in Shares or Share Units, the number shall be           determined by
using the Fair Market Value Per Share on the date of the Award of           the Bonus. 






	 	(b) 	The
payment of any Bonus shall be subject to such obligations or conditions as           the
Committee may specify in making or recommending the Award of the Bonus, but
          Bonuses need not be evidenced by Award Agreements. 






	 	(c) 	When
payment of all or part of a Bonus is deferred in the form of Shares or           Share
Units, the account of the Participant to whom the Bonus was made will be
          credited with an amount per Share equal to the dividends payable on each issued
          and outstanding Share (“dividend equivalents”). Amounts thus credited
          shall, in the discretion of the Committee, either: 






	 	(i) 	be
paid in cash as and when each such credit shall be made, or  






	 	(ii) 	be
credited in Shares or Share Units, with the number determined by using the           Fair
Market Value Per Share on the date of the dividend payment and delivered in
          such form and at such time or times as may be determined by the Committee.  






	 	(d) 	When
payment of all or part of a Bonus is deferred in cash, the Committee may
          provide that the account of the Participant to whom the Bonus was made shall be
          credited with amounts equivalent to interest (“interest equivalents”).
          Amounts thus credited shall be at the rate determined by the Committee. 






	 	(e) 	Any
Bonus payable in Shares may, in the discretion of the Committee, be paid in
          cash, on each date on which payment in Shares would otherwise have been made,
in           an amount equal to the Fair Market Value Per Share on each such date,
multiplied           by the number of Shares which would otherwise have been paid on such
date. 













 





	 	(f) 	Bonuses
may be awarded in Share Units in accordance with the following terms and
          conditions and such other terms and conditions as the Committee may impose: 






	 	(i) 	The
number of Share Units awarded with respect to any Bonus shall be the number
          determined by using the Fair Market Value Per Share on the date of the Award of
          the Bonus.  






	 	(ii) 	Any
Bonus made in Share Units may, in the discretion or on the recommendation of
          the Committee, be paid in Shares on each date on which payment in cash would
          otherwise be made.  






	 	(g) 	In
lieu of the foregoing forms of payment of Bonuses, the Committee may specify           or
recommend any other form of payment which it determines to be of           substantially
equivalent economic value to the cash value of the Bonus           including, without
limitation, forms involving payments to a trust or trusts for           the benefit of
one or more Participants. 






	 	(h) 	Each
payment of a Bonus that is to be made in cash shall be from the general           funds
of the Corporation or the Participating Subsidiary making the payment. 






	 	(I) 	In
the event of the death of a Participant to whom a Bonus is to be or shall           have
been made, the Bonus or any portion thereof remaining unpaid shall be paid           to
such Participant’s Beneficiary either in the manner in which payment           would
have been made had the Participant not died or in such other manner as may           be
determined by the Committee. 






	8.  	Adjustments
upon Changes in Capitalization  






	 	
Subject
to any required action by the Corporation’s or any Participating Subsidiary’s
shareholders, in the event of a reorganization, recapitalization, stock split, stock
dividend, exchange of Shares (or the underlying securities), combination of Shares (or
the underlying securities), merger, consolidation or any other change in corporate
structure of the Corporation or a Participating Subsidiary affecting the Shares, or in
the event of a sale by the Corporation or any Participating Subsidiary of all or a
significant part of assets, or any distribution to shareholders other than a normal cash
dividend, the Committee may make appropriate adjustment in the number, kind, price and
value of Shares authorized by this Program and any adjustments to outstanding Awards as
it determines appropriate so as to prevent dilution or enlargement of rights.  






	9.  	Change
in Control  






	9.1  	Definition
of Change in Control  






	 	
A
“Change in Control” shall be deemed to have occurred if any one or more of the
events described in paragraphs (a), (b) or (c) below occurs:  






	 	(a) 	Any
“person,” as such term is used in Sections 13(d) and 14(d) of the
          Exchange Act (including any group of persons with which any person [or its
          affiliates or associates, as such terms are defined in Rule 12b-2 under the
          Exchange Act, of such person] has any agreement, arrangement or understanding,
          oral or written, regarding the acquiring, holding, voting or disposing of any
of           the Corporation’s securities, but excluding a trustee or other
fiduciary           holding securities under an employee benefit plan of the Corporation)
(i) is or           becomes the “beneficial owner” (as defined in Rule 13d-3
under the           Exchange Act), directly or indirectly, of securities of the
Corporation           representing twenty percent (20%) or more of the combined voting
power of the           Corporation’s then outstanding securities (hereinafter
referred to as an           “Acquiring Person”), and (ii) any such person
becoming an Acquiring           Person was not approved by the Board of Directors of the
Corporation which was           composed of “Continuing Directors,” as that
term is defined below in           (b), before the person became an Acquiring Person; or 













 





	 	(b) 	The
Board of Directors is no longer comprised of “Continuing           Directors” (which
for purposes of this Program shall mean (i) any person           who is a director prior
to the effective date of this Program and who is not,           while serving as a
director, an Acquiring Person (or a representative, affiliate           or associate
thereof), or (ii) any person whose nomination for election, or           election, to the
Board of Directors subsequent to the date of this Program is           recommended or
approved by at least two-thirds of Continuing Directors and who           is not, while
serving as a director, an Acquiring Person (or a representative,           affiliate or
associate thereof) ); or 






	 	(c) 	There
occurs a “Business Combination,” as that term is defined as of           the
effective date of this Program in INDIANA CODE Section 23-1-43-5 (with the
          terms “resident domestic corporation” and “interested
          shareholder” as used in that Section being deemed to refer to the
          Corporation and to an Acquiring Person, respectively), that was not approved by
          the Board of Directors of the Corporation, which was comprised of Continuing
          Directors, before the Acquiring Person became an Acquiring Person. 






	 	
However,
in no event shall a Change in Control be deemed to have occurred, with respect to a
Participant, if that Participant is part of an Acquiring Person which consummates the
Change in Control transaction. A Participant shall be deemed “part of an Acquiring
Person” for purposes of the preceding sentence if the Participant is an equity
participant or has agreed to become an equity participant in the Acquiring Person (except
for (i) passive ownership of less than 3% of the securities of the Acquiring Person; or
(ii) ownership of equity participation in the Acquiring Person which is otherwise not
deemed to be significant, as determined prior to the Change in Control by a majority of
the disinterested Continuing Directors).  






	9.2  	Effect
of Change in Control  






	 	
Upon
the occurrence of an event of Change in Control, unless otherwise specifically prohibited
by the terms of the second paragraph of Section 6:  






	 	(a) 	Any
and all Options and Stock Appreciation Rights shall become immediately
          exercisable; 






	 	(b) 	Any
restriction periods and restrictions imposed on Restricted Shares shall           lapse,
and within ten (10) business days after the occurrence of a Change in           Control,
an equal amount of Shares without restrictions shall be released to the
          applicable Participants; 













 





	 	(c) 	The
target value attainable under all Performance Awards shall be deemed to have
          been fully earned for the entire performance period as of the effective date of
          the Change in Control, except that all Performance Awards which shall have been
          outstanding less than six (6) months on the effective date of the Change in
          Control shall not be deemed to have earned the target value; and 






	 	(d) 	Subject
to Section 14.3 hereof, all such other actions and modifications to the           Awards
as determined by the Committee to be appropriate before the Acquiring           Person
became an Acquiring Person upon the Change in Control of the Corporation           shall
become effective. 






	10.  	Relationship
of the Program to Benefit Plans  






	 	
Except
to the extent excluded under an applicable plan document, the determination of whether a
Bonus or any portion thereof is to be treated as includable in a Participant’s
earnings base, for the purpose of determining such Participant’s benefits under
retirement, savings, group life insurance, long-term disability plans and other benefit
plans of the Corporation or a Participating Subsidiary, will be made by the Committee. No
other income of a Participant attributable to this Program shall be included in the
Participant’s earnings for purposes of any benefit plan in which the Participant may
be eligible to participate.  






	11.  	Effect
of the Program On Right to Continued Employment and Interest In Particular
Property  






	 	
None
of the existence of this Program, any Awards granted pursuant hereto or any Award
Agreement shall create any right to continued employment of any Employee by the
Corporation, any of its subsidiaries or Participating Subsidiaries. No Participant shall
have, under any circumstances, any interest whatsoever, vested or contingent, in any
particular property or asset of the Corporation, any subsidiary or any Participating
Subsidiary or in any particular Share or Shares (other than Restricted Shares held by a
custodian) by virtue of any Award. A Participant may be granted additional Awards under
this Program under such circumstances and at such times as the Committee may determine;
provided, however, that no Participant shall be entitled to any Award in the absence of a
specific grant by the Committee of an Award, notwithstanding the prior grant of an Award
to such Participant.  






	 	
This
Program shall not be deemed a substitute for, and shall not preclude the establishment or
continuation of any other plan, practice or arrangement that may now or hereafter be
provided for the payment of compensation, special awards or employee benefits to
employees of the Corporation, its Participating Subsidiaries, and its subsidiaries
generally, or to any class or group of employees, including without limitation, any
savings, thrift, profit-sharing, pension, retirement, excess benefit, insurance, health
care plans or other employee benefit plans. Any such arrangements may be authorized by
the Corporation, its Participating Subsidiaries, and its subsidiaries generally and
payment thereunder made independently of this Program.  













 





	12.  	Withholding
Taxes and Deferrals  






	12.1  	Cash
Withholding  






	 	
The
Corporation or its Participating Subsidiaries shall have the right to deduct from any
cash payment made under Awards under this Program any federal, state or local income, or
other taxes required by law to be withheld with respect to such payment or to take such
other action as may be necessary in the opinion of the Corporation or its Participating
Subsidiaries to satisfy all obligations for the payment of such taxes.  






	12.2  	Share
Withholding  






	 	
Any
Share based Award may provide by the grant thereof that the recipient of such Award may
elect, in accordance with any applicable laws, rules and regulations, to pay a portion or
all of the amount of such minimum required withholding taxes in Shares. In such event,
the Participant shall authorize the Corporation to withhold, or shall agree to deliver to
the Corporation, Shares owned by such Participant or a portion of the Shares that
otherwise would be distributed to such Participant, having a Fair Market Value equal to
the amount of withholding tax liability.  






	12.3  	Deferrals  






	 	
The
Committee may require or permit a Participant to defer such Participant’s receipt of
the payment of cash or the delivery of Shares that would otherwise be due to such
Participant by virtue of the exercise, the satisfaction of any requirements or goals or
lapse or waiver of restrictions of an Award made under this Program. If any such
deferment election is required or permitted, the Committee shall establish rules and
procedures for such payment deferrals.  






	13.  	Compliance
With Applicable Legal Requirements  






	 	
No
Shares or other securities distributable pursuant to this Program shall be issued and
delivered unless the issuance thereof complies with all applicable legal requirements
including, without limitation, compliance with the provisions of applicable state
securities laws, the Securities Act of 1933, as amended from time to time or any
successor statute, the Securities Exchange Act of 1934, as amended from time to time or
any successor statute, the requirements of the exchanges on which Shares or other
securities may, at the time, be listed, and applicable United Kingdom law.  






	14.  	Amendments  






	14.1  	Program
Amendments  






	 	
The
Committee or the Board, as appropriate, may, insofar as permitted by law, from time to
time, with respect to any Shares at the time not subject to Awards, suspend or
discontinue this Program or revise or amend it in any respect whatsoever.  






	14.2  	Amendments
of Awards  






	 	
Subject
to the terms and conditions and within the limitations of this Program, the Committee may
amend, cancel, modify, or extend outstanding Awards granted under this Program.  













 





	14.3  	Rights
of Participants  






	 	
No
amendment, suspension or termination of this Program nor any amendment, cancellation or
modification of any outstanding Award or Award Agreement that would adversely affect the
right of any Participant with respect to an Award previously granted under this Program
will be effective without the written consent of the affected Participant. Such written
consent may be obtained simultaneously with the grant of any Award.  






	15.  	Miscellaneous
Provisions  






	15.1  	Beneficiaries  






	 	
Any
Award Agreement may provide that in the case of an Award that is not forfeitable by its
terms upon the death of the Participant, the Participant may designate a Beneficiary with
respect to such Award in the event of death of a Participant. If such Beneficiary is the
executor or administrator of the estate of the Participant, any rights with respect to
such Award may be transferred to the person or persons or entity (including a trust)
entitled thereto by bequest of or inheritance from the holder of such Award.  






	15.2  	Awards
in Foreign Countries  






	 	
The
Committee shall have the authority to adopt such modifications, procedures and subplans
as may be necessary or desirable to comply with provisions of the laws of foreign
countries in which the Corporation or its Participating Subsidiaries may operate to
assure the viability of the benefits of Awards made to Participants employed in such
countries and to meet the objectives of this Program.  






	15.3  	Non-Transferability  






	 	
Except
as otherwise provided in Award Agreements or in this Program, Awards under this Program
may not be transferred by Participants during their lifetimes and may not be assigned,
pledged or otherwise transferred, except for those Awards which are not forfeitable upon
the death of a Participant may be transferred by will or the laws of descent and
distribution. The designation of a Beneficiary shall not constitute a transfer.  






	15.4  	Cancellation
of Awards  






	 	
Except
as otherwise provided in this Program or in applicable Award Agreements, the terms of
which need not be uniform among Participants, if a Participant to whom an Award is
granted ceases to be employed by the Corporation or by a Participating Subsidiary, all of
such Participant’s unexercised Awards and Awards on which there are restrictions
shall be immediately canceled.  






	 	
As
amended and restated effective January 4, 1999.