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                                                                     EXHIBIT 4.1

                               LABRANCHE & CO INC.
                              EQUITY INCENTIVE PLAN

                          (As amended December 6, 2002)

         1 PURPOSE. The purpose of the LaBranche & Co Inc. Equity Incentive Plan
(the "Plan") is to establish a flexible vehicle through which LaBranche & Co
Inc., a Delaware corporation (the "Company"), can offer equity-based
compensation incentives to eligible personnel of the Company and its
subsidiaries and affiliates (collectively, the "Firm") in order to attract,
retain and motivate such personnel and to further align the interests of such
personnel with those of the stockholders of the Company.

         2 TYPES OF AWARDS. Awards under the Plan may be in the form of (a)
options to purchase shares of the Company's common stock, $0.01 par value
("Common Stock"), including options intended to qualify as "incentive stock
options" ("ISOs") within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code") and options which do not qualify as ISOs
("NQSOs"), (b) restricted shares of Common Stock, (c) restricted stock units
tied to shares of Common Stock, (d) automatic awards of unrestricted shares of
Common Stock to members of the Board of Directors of the Company (the "Board")
who are not employees of, or consultants to, the Firm ("Non-Employee Directors")
pursuant to Section 9 hereof, and (e) other equity-based awards related to
shares of Common Stock, including stock appreciation rights and dividend
equivalents, which the Committee determines to be consistent with the purposes
of the Plan.

         3 ADMINISTRATION.

           (a) COMMITTEE. The Plan shall be administered by the Compensation
Committee of the Board or such other committee or subcommittee appointed by the
Board for such purpose (the "Committee"). Unless the Board determines otherwise,
the members of the Committee shall consist solely of individuals who qualify as
"non-employee directors" under Rule 16b-3 promulgated under Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as
"outside directors" under Section 162(m) of the Code. If for any reason the
Committee does not satisfy the "non-employee director" requirements of Rule
16b-3 or the "outside director" requirements of Section 162(m) of the Code, such
non-compliance shall not affect the validity of the awards, interpretations or
other actions of the Committee.

           (b) AUTHORITY OF COMMITTEE. Subject to the limitations of the Plan,
the Committee, acting in its sole and absolute discretion, shall have full power
and authority to (i) select the persons to whom awards shall be made under the
Plan, (ii) make awards to such persons and prescribe the terms and conditions of
such awards, (iii) construe, interpret and apply the provisions of the Plan and
of any agreement or other document evidencing an award made under the Plan, (iv)
prescribe, amend and rescind rules and regulations relating to the Plan,
including rules governing its own operations, (v) correct any defect, supply any
omission and reconcile any inconsistency in the Plan, (vi) subject to the
provisions of Sections 6(c), 6(g) and 7(b) hereof, amend any outstanding awards
in any respect, (vii) carry out any responsibility or duty specifically reserved
to the Committee under the Plan, and (viii) make any and all


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determinations and interpretations and take such other actions as may be
necessary or desirable in order to carry out the provisions, intent and purposes
of the Plan. A majority of the members of the Committee shall constitute a
quorum. The Committee may act by the vote of a majority of its members present
at a meeting at which there is a quorum or by unanimous written consent.

           (c) INDEMNIFICATION. The Company shall indemnify and hold harmless
each member of the Committee and any employee or director of the Firm to whom
any duty or power relating to the administration or interpretation of the Plan
is delegated from and against any loss, cost, liability (including any sum paid
in settlement of a claim with the approval of the Board), damage and expense
(including legal and other expenses incident thereto) arising out of or incurred
in connection with the Plan, unless and except to the extent attributable to
such person's fraud or willful misconduct.

         4 SHARE LIMITATIONS. Subject to adjustment pursuant to Section 14
hereof, the maximum number of shares of Common Stock that may be issued under
the Plan is 7,687,500. For this purpose, the following shares shall be deemed
not to have been issued and shall be deemed to remain available for issuance:
(a) shares covered by the unexercised portion of an option or stock appreciation
right that terminates, expires or is canceled, (b) shares of restricted stock
that are forfeited or repurchased in accordance with the terms of the award, (c)
shares represented by restricted stock units or other-equity based awards that
are forfeited, canceled or otherwise terminated, and (d) shares that are
withheld in order to pay the purchase price for shares covered by any award or
to satisfy the tax withholding obligations associated with any award under the
Plan. Shares of Common Stock available for issuance under the Plan may be
authorized and unissued, held by the Company in its treasury or otherwise
acquired for purposes of the Plan. No fractional shares of Common Stock shall be
issued under the Plan. The maximum number of shares of Common Stock with respect
to which awards (including options and stock appreciation rights) may be granted
under the Plan to any employee in any calendar year shall be 500,000 shares.

         5 ELIGIBILITY.

           (a) DISCRETIONARY AWARDS. Awards under the Plan may be made to such
officers, directors, employees (including prospective employees), consultants
and other individuals who may perform services for the Firm, as the Committee
may select. In making awards under the Plan, the Committee shall give
consideration to the functions and responsibilities of a potential recipient,
the potential recipient's previous and/or expected future contributions to the
business of the Firm and such other factors as the Committee deems relevant
under the circumstances.

           (b) AUTOMATIC AWARDS. Non-Employee Directors shall automatically
receive awards of unrestricted shares of Common Stock pursuant to Section 9
hereof.

         6 STOCK OPTIONS. Subject to the provisions of the Plan, the Committee
may grant options to eligible personnel upon such terms and conditions as the
Committee deems appropriate. The terms and conditions of any option shall be
evidenced by a written option agreement or other instrument approved for this
purpose by the Committee.


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           (a) EXERCISE PRICE. The exercise price per share of Common Stock
covered by an option granted under the Plan may not be less than the fair market
value per share on the date of grant (or, in the case of an ISO granted to an
optionee who, at the time the option is granted, owns stock possessing more than
10% of the total combined voting power of all classes of stock of the Company or
a "subsidiary" of the Company within the meaning of Section 424 of the Code,
110% of fair market value).

           (b) OPTION TERM. No option granted under the Plan may be exercisable
(if at all) more than ten years after the date the option is granted (or, in the
case of an ISO granted to a ten percent stockholder described in Section 422 of
the Code, five years).

           (c) VESTING. The Committee may establish such vesting conditions and
restrictions on the exercise of an option and/or upon the issuance of Common
Stock in connection with the exercise of an option as it deems appropriate,
including, without limitation, conditions and restrictions based upon continued
employment or service, the attainment of specified performance goals and/or
other factors and criteria deemed relevant for this purpose. Once granted, the
Committee may waive or otherwise accelerate the conditions or restrictions on
vesting applicable to any outstanding options only if such waiver or
acceleration does not constitute a "Prohibited Modification." For purposes of
the Plan, a "Prohibited Modification" shall be deemed to refer to:

             (i) a waiver or acceleration of the conditions or restrictions on
vesting applicable to any outstanding options, shares of restricted stock or
restricted stock units pursuant to this Section 6(c) or Section 7(b) hereof;

             (ii) a "Repricing" (as hereinafter defined) pursuant to Section
6(g) hereof without the approval of the Company's stockholders;

             (iii) a grant of shares of restricted stock or restricted stock
units which vests at a rate more rapid than the rates set forth in the second
sentence of Section 7(b) hereof; or

             (iv) a grant or offer for sale to an officer or director of the
Company of unrestricted shares of Common Stock which is not in lieu of salary or
cash bonuses pursuant to Section 8 hereof

         (each of (i) through (iv) above being hereinafter referred to as a
"Modification") which, when combined cumulatively with all previous
Modifications, results in the aggregate number of shares of Common Stock with
respect to which Modifications have occurred exceeding 10% of the maximum number
of shares of Common Stock that may be issued under the Plan (subject to
adjustment pursuant to Section 14 hereof).

           (d) EXERCISE OF OPTIONS. Subject to satisfaction of applicable
withholding requirements, once vested and exercisable, an option may be
exercised by transmitting to the Company (i) a notice specifying the number of
shares to be purchased and (ii) payment of the exercise price. The exercise
price of an option may be paid in cash and/or such other form of payment as the
Company may approve and as is permitted by applicable law.


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           (e) RIGHTS AS A STOCKHOLDER. No shares of Common Stock shall be
issued in respect of the exercise of an option until full payment of the
exercise price and the applicable tax withholding obligation with respect to
such exercise has been made or provided for. The holder of an option shall have
no rights as a stockholder with respect to any shares covered by an option until
the date such shares are issued. Except as otherwise provided herein, no
adjustments shall be made for dividend distributions or other rights for which
the record date is prior to the date such shares are issued.

           (f) BUY OUT AND SETTLEMENT. The Committee, on behalf of the Company,
may at any time offer to buy out any outstanding option on such terms and
conditions as the Committee shall establish.

           (g) LIMITATION ON REPRICING OF OPTIONS. Unless and to the extent
otherwise approved by the Company's stockholders, under no circumstances may the
Board or the Committee authorize a Repricing (as hereinafter defined) of any
outstanding options. Notwithstanding the preceding sentence, the Committee may,
in its sole discretion, authorize a Repricing of outstanding options which have
declined in value as a result of extreme financial circumstances that are beyond
the control of the Company's management, but solely to the extent that such
Repricing does not constitute a Prohibited Modification. For these purposes, a
"Repricing" means any of the following (or any other action that has the same
effect as any of the following): (i) amending the terms of an option to lower
its exercise price, (ii) any other action that is treated as a repricing under
generally accepted accounting principles, or (iii) cancelling an option at a
time when its exercise price is equal to or greater than the fair market value
of the underlying Common Stock, in exchange for another option, restricted
stock, or other equity award, unless the cancellation and exchange occurs in
connection with a merger, acquisition, spin-off or other similar corporate
transaction. A cancellation and exchange described in clause (iii) of the
preceding sentence will be considered a Repricing regardless of whether the
option, restricted stock or other equity is delivered simultaneously with the
cancellation, regardless of whether it is treated as a repricing under generally
accepted accounting principles, and regardless of whether it is voluntary on the
part of the participant.

         7 RESTRICTED STOCK AND RESTRICTED STOCK UNITS. Subject to the
provisions of the Plan, the Committee may award restricted shares of Common
Stock and/or restricted stock units tied to shares of Common Stock to eligible
personnel upon such terms and subject to such conditions and restrictions as the
Committee deems appropriate. The terms and conditions of any restricted stock or
restricted stock unit award shall be evidenced by a written agreement or other
instrument approved for this purpose by the Committee.

           (a) PURCHASE PRICE. The purchase price payable for shares of
restricted stock and for shares issued pursuant to the settlement of a
restricted stock unit may be as low as zero, provided, however, that to the
extent required by applicable law, the purchase price per share shall be no less
than the par value of a share of Common Stock.

           (b) VESTING. The Committee may establish such conditions and
restrictions on the vesting of restricted stock and restricted stock units and
on the issuance of shares of restricted stock as it deems appropriate,
including, without limitation, conditions and restrictions based upon continued
employment or service, the attainment of specified performance goals and/or

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other factors and criteria deemed relevant for this purpose. During a
participant's employment or service with the Firm, shares of restricted stock
and restricted stock units shall become vested (on a monthly, quarterly, annual
or other periodic basis) over a period of not less than three years, unless and
to the extent the vesting of such an award is conditioned upon the attainment of
specified performance goals, in which case such award shall become vested over a
period of not less than one year, provided that in no event shall the foregoing
limitations be construed as limiting the Committee's power and authority to
award shares of restricted stock and restricted stock units which automatically
become vested, in whole or in part, upon the termination of a participant's
employment or service with the Firm or upon the occurrence of a "change in
control." The Committee may not waive or otherwise accelerate the conditions or
restrictions on vesting applicable to previously granted shares of restricted
stock or restricted stock units. Notwithstanding the foregoing provisions of
this Section 7(b), the Committee may, in its sole and absolute discretion, (i)
grant shares of restricted stock or restricted stock units that vest at a rate
that is more rapid than the applicable vesting rates set forth in the second
sentence of this Section 7(b), and (ii) waive or otherwise accelerate, in whole
or in part, the conditions or restrictions on vesting applicable to previously
granted shares of restricted stock or restricted stock units, in either case to
the extent, but only to the extent, that such grant, waiver or acceleration does
not constitute a Prohibited Modification.

           (c) RIGHTS AS A STOCKHOLDER. The holder of restricted stock units
awarded under the Plan shall have only the rights of a general unsecured
creditor of the Company and shall have no rights as a stockholder with respect
to the shares of Common Stock referenced by such units until such shares are
issued in the name of the holder following the satisfaction or expiration of the
vesting and other conditions and restrictions applicable to such units. The
recipient of restricted stock shall have the rights of a stockholder with
respect to the restricted stock, subject to any restrictions and conditions as
the Committee may impose.

           (d) STOCK CERTIFICATES FOR RESTRICTED STOCK. Unless the Committee
elects otherwise, shares of restricted stock shall be evidenced by book entries
on the Company's stock transfer records pending the expiration of restrictions
thereon. If a stock certificate for shares of restricted stock is issued, it
shall bear an appropriate legend to reflect the nature of the restrictions
applicable to the shares represented by the certificate, and the Committee may
require that any or all such stock certificates be held in custody by the
Company until the applicable restrictions have lapsed. The Committee may
establish such other conditions as it deems appropriate in connection with the
issuance of certificates for shares of restricted stock, including, without
limitation, a requirement that the grantee deliver a duly signed stock power,
endorsed in blank, for the shares covered by the award.

           (e) LAPSE OF RESTRICTIONS. If and when the vesting conditions and
other restrictions applicable to a restricted stock or restricted stock unit
award are satisfied or expire, a certificate for the shares covered or
referenced by the award, to the extent vested and free of restrictions, shall be
delivered to the holder. All legends shall be removed from said certificates at
the time of delivery except as otherwise required by applicable law.

         8 OTHER EQUITY-BASED AWARDS. The Committee may grant other types of
equity-based awards, including, without limitation, the grant or offer for sale
of unrestricted shares of Common Stock and/or the grant of stock appreciation
rights or dividend equivalents, in such


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amounts and subject to such terms and conditions as the Committee shall
determine, provided that any grant or offer for sale of unrestricted shares of
Common Stock pursuant to the Plan to officers or directors of the Company shall,
in all instances, be reasonable in amount, as determined by the Committee in its
sole discretion, and be granted in lieu of salary or cash bonuses that would
otherwise become payable to such persons. Notwithstanding the foregoing
sentence, the Committee may grant or offer for sale to officers or directors of
the Company unrestricted shares of Common Stock that are not in lieu of salary
or cash bonuses to the extent that such grant or offer for sale does not
constitute a Prohibited Modification, in which case, any such grant or offer
shall be deemed to be reasonable for purposes of the Plan. Awards pursuant to
this Section 8 may entail the transfer of actual shares of Common Stock to Plan
participants, or payment in cash or otherwise of amounts based on the value of
shares of Common Stock and may include, without limitation, awards designed to
comply with or take advantage of the applicable local laws or jurisdictions
other than the United States.

         9 AUTOMATIC AWARDS OF UNRESTRICTED SHARES TO NON-EMPLOYEE DIRECTORS.
Each Non-Employee Director shall, in lieu of receiving cash payment of any
attendance fees payable for Board or committee meetings attended by such
director during each calendar year, be entitled to receive, promptly following
the completion of such calendar year, the number of unrestricted shares of
Common Stock (rounded up to the nearest whole number) determined by dividing the
aggregate amount of attendance fees otherwise payable to him or her for such
calendar year by the fair market value of a share of Common Stock on the first
trading day of the following calendar year.

         10 TERMINATION OF EMPLOYMENT OR SERVICE.

           (a) STOCK OPTIONS AND STOCK APPRECIATION RIGHTS. Unless otherwise
determined by the Committee at grant or, if no rights of the participant are
thereby reduced, thereafter, and subject to earlier termination in accordance
with the provisions hereof, the following rules shall apply with regard to
options and stock appreciation rights held by a participant at the time of his
or her termination of employment or other service with the Firm:

             (i) TERMINATION BY REASON OF DEATH. If a participant's employment
or service terminates by reason of his or her death, then any option or stock
appreciation right held by the deceased participant shall thereupon become fully
vested and may be exercised by the deceased participant's beneficiary at any
time within one year from the date of death but in no event after expiration of
the stated term and, to the extent not exercised within such time period, will
be canceled.

             (ii) TERMINATION BY REASON OF DISABILITY. If a participant's
employment or service is terminated by the Firm due to his or her Disability (as
hereinafter defined), then any option or stock appreciation right held by the
participant, to the extent exercisable on the date his or her employment or
service terminates, may be exercised by the participant at any time within one
year from the date his or her employment or service terminates but in no event
after expiration of the stated term, and, to the extent not exercised within
such time period, will be canceled. If the participant dies during such one-year
period, then the deceased participant's beneficiary may exercise the option or
stock appreciation right, to the extent exercisable by the deceased participant
immediately prior to his or her death, for a period



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of one year following the date of death but in no event after expiration of the
stated term. "Disability" means, unless otherwise determined by the Committee at
the time of grant, a participant's absence from employment for at least 180 days
in any twelve month period as a result of his or her incapacity due to physical
or mental illness, as determined by the Committee.

             (iii) TERMINATION FOR CAUSE. If a participant's employment or
service is terminated by the Firm for Cause (as hereinafter defined) or if, at
the time of a participant's termination, a ground for termination for Cause
exists, then, notwithstanding anything to the contrary contained herein, any
option or stock appreciation right held by the participant (whether or not
otherwise vested) shall immediately terminate and cease to be exercisable. A
termination for "Cause" means (A) in the case where there is no employment or
consulting agreement between the participant and the Firm or where such an
agreement exists but does not define "Cause" (or words of like import), a
termination classified by the Firm as a termination due to the participant's
dishonesty, fraud, insubordination, willful misconduct, refusal to perform
services or materially unsatisfactory performance of his or her duties, or (B)
in the case where there is an employment or consulting agreement between the
participant and the Firm, a termination that is or would be deemed for "cause"
(or words of like import) under such agreement.

             (iv) OTHER TERMINATION. If a participant's employment or service
terminates for any reason (other than death, Disability or Cause or at a time
when Cause exists) or no reason, then (A) any option or stock appreciation right
held by the participant, to the extent not then exercisable, shall thereupon
terminate, and (B) any option or stock appreciation right held by the
participant which is exercisable at the time of such termination of employment
or service shall remain exercisable during the thirty-day period following such
termination of employment or service or, if sooner, until the expiration of the
stated term of the option or stock appreciation right and, to the extent not
exercised within such period, shall thereupon terminate.

           (b) RESTRICTED STOCK, RESTRICTED STOCK UNITS AND OTHER-EQUITY BASED
AWARDS. Unless otherwise determined by the Committee in accordance with the
provisions hereof, upon the termination of a recipient's employment or service
for any reason (including, without limitation, death or Disability) or no
reason, any shares of restricted stock, restricted stock units or other
equity-based awards (other than stock options and stock appreciation rights
covered by Section 10(a) hereof) which have not yet become fully vested shall be
forfeited, and any certificate therefor or book entry with respect thereto or
other evidence thereof shall be canceled.

         11 FAIR MARKET VALUE. For purposes of the Plan, the fair market value
of a share of Common Stock, as of any date, shall be determined in good faith by
the Board in a uniform and consistent manner.

         12 NON-TRANSFERABILITY. No stock option or stock appreciation right
granted under the Plan shall be transferable by the recipient other than upon
the recipient's death to a beneficiary designated by the recipient in a manner
acceptable to the Committee, or, if no designated beneficiary shall survive the
recipient, pursuant to the recipient's will or by the laws of descent and
distribution. All stock options and stock appreciation rights shall be
exercisable during the recipient's lifetime only by the recipient. Shares of
restricted stock and restricted stock units may not be transferred prior to the
date on which shares are issued or, if later, the date


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on which such shares have vested and are free of any applicable restriction
imposed hereunder. Except as otherwise specifically provided by law or the
provisions hereof or the applicable award agreement or instrument, no award
received under the Plan may be transferred in any manner, and any attempt to
transfer any such award shall be void, and no such award shall in any manner be
liable for or subject to the debts, contracts, liabilities, engagements or torts
of any person who shall be entitled to such award, nor shall it be subject to
attachment or legal process for or against such person. Notwithstanding the
foregoing, the Committee may determine at the time of grant or thereafter that
an NQSO is transferable in whole or part to such persons, under such
circumstances, and subject to such conditions as the Committee may prescribe.

         13 OTHER CONDITIONS. The Committee may impose such other conditions
with respect to the grant of awards or the issuance of shares of Common Stock
pursuant to the Plan, including, without limitation, conditions relating to the
application of federal or state securities laws or exchange requirements as it
deems necessary or advisable.

         14 CAPITAL CHANGES; CHANGE IN CONTROL; MERGER.

           (a) ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The aggregate number
and class of shares for which awards may be granted under the Plan, the maximum
number of shares that may be covered by individual awards in any year, the
number and class of shares covered by each outstanding award and, if applicable,
the exercise price per share shall all be adjusted proportionately or as
otherwise appropriate to reflect any increase or decrease in the number of
issued shares of Common Stock resulting from a split-up or consolidation of
shares or any like capital adjustment, or the payment of any stock dividend,
and/or to reflect a change in the character or class of shares covered by the
Plan arising from a readjustment or recapitalization of the Company's capital
stock.

           (b) CHANGE IN CONTROL. The Committee may provide in any award
agreement for the effect on the award of a "change in control" of the Company or
any of its subsidiaries or affiliates (as such term is defined by the Committee
in any such award agreement), including, without limitation, the acceleration of
the exercisability of, or the lapse of restrictions or deemed satisfaction of
goals with respect to, any outstanding awards.

           (c) MERGER; CONSOLIDATION. Unless otherwise provided in the
applicable award agreement, in the event of a merger, consolidation, mandatory
share exchange or other similar business combination of the Company with or into
any other entity ("Successor Entity") or any transaction in which another person
or entity acquires all the issued and outstanding Common Stock, or all or
substantially all the assets of the Company, outstanding awards may be assumed
or an equivalent award may be substituted by the Successor Entity or a parent or
subsidiary of the Successor Entity.

           (d) FRACTIONAL SHARES. In the event of any adjustment in the number
of shares covered by any option pursuant to the provisions hereof, any
fractional shares resulting from such adjustment shall be disregarded, and each
such option shall cover only the number of full shares resulting from the
adjustment.


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           (e) DETERMINATIONS FINAL. All adjustments under this Section 14 shall
be made by the Committee, and its determination as to what adjustments shall be
made, and the extent thereof, shall be final, binding and conclusive.

         15 TAX WITHHOLDING. As a condition to the exercise of any award or
the delivery of any shares of Common Stock pursuant to any award or the lapse of
restrictions on any award, or in connection with any other event that gives rise
to a federal or other governmental tax withholding obligation on the part of the
Firm relating to an award, (a) the Firm may deduct or withhold (or cause to be
deducted or withheld) from any payment or distribution to a grantee whether or
not pursuant to the Plan or (b) the Firm shall be entitled to require that the
grantee remit cash to the Firm (through payroll deduction or otherwise), in each
case in an amount sufficient in the opinion of the Company to satisfy such
withholding obligation. If the event giving rise to the withholding obligation
involves a transfer of shares of Common Stock, then, unless the applicable award
agreement provides otherwise, at the discretion of the Committee, the grantee
may satisfy the withholding obligation described under this Section 15 by
electing to have the Company withhold shares of Common Stock (which withholding
will be at a rate not in excess of the statutory minimum rate) or by tendering
previously owned shares of Common Stock, in each case having a fair market value
equal to the amount of tax to be withheld (or by any other mechanism as may be
required or appropriate to conform with local tax and other rules).

         16 AMENDMENT AND TERMINATION. The Board may amend or terminate the
Plan, provided, however, that no such action may affect adversely the accrued
rights of the holder of any outstanding award without the consent of the holder.
Except as otherwise provided in Section 14, any amendment which would increase
the number of shares of Common Stock for which awards may be granted under the
Plan (in the aggregate or on an individual basis), modify the class of
individuals eligible to receive awards under the Plan or materially increases
the benefits accruing to participants under the Plan shall be subject to the
approval of the Company's stockholders. The Committee may amend the terms of any
agreement or certificate made or issued hereunder at any time and from time to
time, provided, however, that any amendment which would adversely affect the
accrued rights of the holder may not be made without his or her consent.

         17 NO RIGHTS CONFERRED. Nothing contained herein shall be deemed to
give any individual any right to receive an award under the Plan or to be
retained in the employ or service of the Firm.

         18 DECISIONS AND DETERMINATIONS TO BE FINAL. All decisions and
determinations made by the Board pursuant to the provisions hereof and, except
to the extent rights or powers under the Plan are reserved specifically to the
discretion of the Board, all decisions and determinations of the Committee shall
be final, binding and conclusive.

         19 GOVERNING LAW. All rights and obligations under the Plan and each
award agreement or instrument shall be governed by and construed in accordance
with the laws of the State of New York, without regard to its principles of
conflict of laws.


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         20 TERM OF THE PLAN. The Plan shall become effective on the date of
its adoption by the Board. Unless sooner terminated by the Board, the Plan shall
terminate on the tenth anniversary of the date of its adoption by the Board. The
rights of any person with respect to an award made under the Plan that is
outstanding at the time of the termination of the Plan shall not be affected
solely by reason of the termination of the Plan and shall continue in accordance
with the terms of the award (as then in effect or thereafter amended) and the
Plan.