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                                                                   EXHIBIT 10.47


                               [GETTY IMAGES LOGO]


                              AMENDED AND RESTATED

                               GETTY IMAGES, INC.

                            1998 STOCK INCENTIVE PLAN

                           (Revised as of May 9, 2000)
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                               GETTY IMAGES, INC.
                            1998 STOCK INCENTIVE PLAN

                  1. Purpose. The purposes of the Getty Images, Inc. 1998 Stock
Incentive Plan (the "Plan") are to attract, retain and motivate officers and
other key employees and consultants of GETTY IMAGES, INC., a Delaware
corporation (the "Company"), and its Subsidiaries (as hereinafter defined), to
compensate them for their contributions to the growth and profits of the Company
and to encourage ownership by them of stock of the Company.

                  2. Definitions. For purposes of the Plan, the following terms
shall be defined as follows:

                  "Administrator" means the individual or individuals to whom
         the Committee delegates authority under the Plan in accordance with
         Section 3(d).

                  "Affiliate" and "Associate" have the respective meanings
         ascribed to such terms in Rule 12b-2 promulgated under the Exchange
         Act.

                  "Award" means an award made pursuant to the terms of the Plan
         to an Eligible Individual in the form of Stock Options, Stock
         Appreciation Rights, Stock Awards, Performance Share Awards, Section
         162(m) Awards or other awards determined by the Committee.

                  "Award Agreement" means a written agreement or certificate
         granting an Award. An Award Agreement shall be executed by an officer
         on behalf of the Company and shall contain such terms and conditions as
         the Committee deems appropriate and that are not inconsistent with the
         terms of the Plan. The Committee may in its discretion require that an
         Award Agreement be executed by the Participant to whom the relevant
         Award is made.

                  "Beneficial Owner" has the meaning ascribed to such term in
         Rule 13d-3 promulgated under the Exchange Act.

                  "Board" means the Board of Directors of the Company.

                  A "Change in Control" of the Company shall be deemed to have
         occurred when:

                           (a) any Person (other than the Company, any
                  Subsidiary or Affiliate of the Company, any employee benefit
                  plan of the Company or of any Subsidiary of the Company, or
                  any person or entity organized, appointed or established by
                  the Company or any Subsidiary of the Company for or pursuant
                  to the terms of any such plan), alone or together with its
                  Affiliates and Associates (collectively, an "Acquiring
                  Person"), shall become the Beneficial Owner of 33a percent or
                  more of the then outstanding shares of Common Stock or the
                  Combined Voting Power of the Company,

                           (b) during any period of two consecutive years,
                  individuals who at the beginning of such period constitute the
                  Board, and any new director (other than a director who is a
                  representative or nominee of an Acquiring Person) whose
                  election by the Board or nomination for election by the
                  Company's shareholders was approved by a vote of at least a
                  majority of the directors then still in office who either were
                  directors at the beginning of the period or whose election or
                  nomination for election was previously so approved
                  (collectively, the "Continuing Directors"), cease for any
                  reason to constitute a majority of the Board,
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                           (c) the shareholders of the Company approve a merger
                  or consolidation of the Company with any other corporation,
                  other than a merger or consolidation which would result in the
                  voting securities of the Company outstanding immediately prior
                  thereto continuing to represent (either by remaining
                  outstanding or by being converted into voting securities of
                  the Surviving Entity (as defined in Section 16 hereof) or any
                  Parent of such Surviving Entity) at least a majority of the
                  Combined Voting Power of the Company, such Surviving Entity or
                  the Parent of such Surviving Entity outstanding immediately
                  after such merger or consolidation, or

                           (d) the shareholders of the Company approve a plan of
                  reorganization (other than a reorganization under the United
                  States Bankruptcy Code) or complete liquidation of the Company
                  or an agreement for the sale or disposition by the Company of
                  all or substantially all of the Company's assets;

         provided, however, that a Change in Control shall not be deemed to have
         occurred in the event of

                           (i) a sale or conveyance in which the Company
                  continues as a holding company of an entity or entities that
                  conduct all or substantially all of the business or businesses
                  formerly conducted by the Company, or

                           (ii) any transaction undertaken for the purpose of
                  incorporating the Company under the laws of another
                  jurisdiction, if such transaction does not materially affect
                  the beneficial ownership of the Company's capital stock.

                  "Code" means the Internal Revenue Code of 1986, as amended,
         and the applicable rulings and regulations thereunder.

                  "Combined Voting Power" means the combined voting power of the
         Company's or other relevant entity's then outstanding voting
         securities.

                  "Committee" means the Compensation Committee of the Board, any
         successor committee thereto or any other committee appointed by the
         Board to administer the Plan.

                  "Common Stock" means the Common Stock, par value $.01 per
         share, of the Company.

                  "Eligible Individuals" means the individuals described in
         Section 6 who are eligible to receive Awards under the Plan.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended, and the applicable rulings and regulations thereunder.

                  "Fair Market Value" means, in the event the Common Stock is
         traded on a recognized securities exchange or quoted by the National
         Association of Securities Dealers Automated Quotations on National
         Market Issues, an amount equal to the average of the high and low
         prices of the Common Stock on such exchange or such quotation on the
         date set for valuation or, if no sales of Common Stock were made on
         said exchange or so quoted on that date, the average of the high and
         low prices of the Common Stock on the next preceding day on which sales
         were made on such exchange or quotations; or, if the Common Stock is
         not so traded or quoted, that value determined, in its sole discretion,
         by the Committee. It is acknowledged that for purposes of the grants of
         Awards made effective as of the consummation of the proposed Merger and
         Scheme of Arrangement pursuant to which the Company, as successor to
         Getty Communications, plc, will become the parent of PhotoDisc, Inc.,
         Fair Market Value shall be determined using the market price of Getty
         Communications, plc, American Depository Shares as
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                                       4


         quoted by the National Association of Securities Dealers Automated
         Quotations on National Market Issues.

                  "Incentive Stock Option" means a Stock Option which is an
         "incentive stock option" within the meaning of Section 422 of the Code
         and designated by the Committee as an Incentive Stock Option in an
         Award Agreement.

                  "Nonqualified Stock Option" means a Stock Option which is not
         an Incentive Stock Option.

                  "Parent" means any corporation which is a "parent corporation"
         within the meaning of Section 424(e) of the Code with respect to the
         relevant entity.

                  "Participant" means an Eligible Individual to whom an Award
         has been granted under the Plan.

                  "Performance Period" means a fiscal year of the Company or
         such other period that may be specified by the Committee in connection
         with the grant of a Section 162(m) Award.

                  "Performance Share Award" means a conditional Award of shares
         of Common Stock granted to an Eligible Individual pursuant to Section
         11 hereof.

                  "Person" means any person, entity or "group" within the
         meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act.

                  "Section 162(m) Participant" means, for a given fiscal year of
         the Company, any Participant designated by the Committee by not later
         than 90 days following the start of such year as a Participant (or such
         other time as may be required or permitted by Section 162(m) of the
         Code) whose compensation for such fiscal year may be subject to the
         limit on deductible compensation imposed by Section 162(m) of the Code.

                  "Stock Appreciation Right" means an Award to receive all or
         some portion of the appreciation on shares of Common Stock granted to
         an Eligible Individual pursuant to Section 9 hereof.

                  "Stock Award" means an Award of shares of Common Stock granted
         to an Eligible Individual pursuant to Section 10 hereof.

                  "Stock Option" means an option to purchase shares of Common
         Stock granted to an Eligible Individual pursuant to Section 8 hereof.

                  "Subsidiary" means (i) any corporation which is a "subsidiary
         corporation" within the meaning of Section 424(f) of the Code with
         respect to the Company or (ii) any other corporation or other entity in
         which the Company, directly or indirectly, has an equity or similar
         interest and which the Committee designates as a Subsidiary for the
         purposes of the Plan.

                  "Substitute Award" means an Award granted upon assumption of,
         or in substitution for, outstanding equity awards previously granted by
         a company or other entity in connection with a corporate transaction,
         such as a merger, combination, consolidation or acquisition of property
         or stock.

                  3. Administration of the Plan.

                  (a) Power and Authority of the Committee. The Plan shall be
         administered by the Committee, which shall have full power and
         authority, subject to the express provisions hereof, (i)
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                                       5


         to select Participants from the Eligible Individuals, (ii) to grant
         Awards in accordance with the Plan, (iii) to determine the number of
         Shares subject to each Award or the cash amount payable in connection
         with an Award, (iv) to determine the terms and conditions of each
         Award, including, without limitation, those related to vesting,
         forfeiture, payment and exercisability, and the effect, if any, of a
         Participant's termination of employment with the Company or, subject to
         Section 16 hereof, of a Change in Control on the outstanding Awards
         granted to such Participant, and including the authority to amend the
         terms and conditions of an Award after the granting thereof to a
         Participant in a manner that is not prejudicial to the rights of such
         Participant, (v) to specify and approve the provisions of the Award
         Agreements delivered to Participants in connection with their Awards,
         (vi) to construe and interpret any Award Agreement delivered under the
         Plan, (vii) to prescribe, amend and rescind rules and procedures
         relating to the Plan, (viii) to vary the terms of Awards to take
         account of tax, securities law and other regulatory requirements of
         foreign jurisdictions, (ix) subject to the provisions of the Plan and
         subject to such additional limitations and restrictions as the
         Committee may impose, to delegate to one or more officers of the
         Company some or all of its authority under the Plan, and (x) to make
         all other determinations and to formulate such procedures as may be
         necessary or advisable for the administration of the Plan.

                  (b) Plan Construction and Interpretation. The Committee shall
         have full power and authority, subject to the express provisions
         hereof, to construe and interpret the Plan.

                  (c) Determinations of Committee Final and Binding. All
         determinations by the Committee in carrying out and administering the
         Plan and in construing and interpreting the Plan shall be final,
         binding and conclusive for all purposes and upon all persons interested
         herein.

                  (d) Delegation of Authority. The Committee may, but need not,
         from time to time delegate some or all of its authority under the Plan
         to an Administrator consisting of one or more members of the Committee
         or of one or more officers of the Company; provided, however, that the
         Committee may not delegate its authority (i) to grant Awards to
         Eligible Individuals (A) who are subject on the date of the grant to
         the reporting rules under Section 16(a) of the Exchange Act, (B) who
         are Section 162(m) Participants or (C) who are officers of the Company
         who are delegated authority by the Committee hereunder, or (ii) under
         Sections 3(b) and 17 of the Plan. Any delegation hereunder shall be
         subject to the restrictions and limits that the Committee specifies at
         the time of such delegation or thereafter. Nothing in the Plan shall be
         construed as obligating the Committee to delegate authority to an
         Administrator, and the Committee may at any time rescind the authority
         delegated to an Administrator appointed hereunder or appoint a new
         Administrator. At all times, the Administrator appointed under this
         Section 3(d) shall serve in such capacity at the pleasure of the
         Committee. Any action undertaken by the Administrator in accordance
         with the Committee's delegation of authority shall have the same force
         and effect as if undertaken directly by the Committee, and any
         reference in the Plan to the Committee shall, to the extent consistent
         with the terms and limitations of such delegation, be deemed to include
         a reference to the Administrator.

                  (e) Liability of Committee. No member of the Committee shall
         be liable for anything whatsoever in connection with the administration
         of the Plan except such person's own willful misconduct. Under no
         circumstances shall any member of the Committee be liable for any act
         or omission of any other member of the Committee. In the performance of
         its functions with respect to the Plan, the Committee shall be entitled
         to rely upon information and advice furnished by the Company's
         officers, the Company's accountants, the Company's counsel and any
         other party the Committee deems necessary, and no member of the
         Committee shall be liable for any action taken or not taken in reliance
         upon any such advice.

                  4. Duration of Plan. The Plan shall remain in effect until
terminated by the Board of Directors and thereafter until all Awards granted
under the Plan are satisfied by the issuance of shares of Common Stock or the
payment of cash or are terminated under the terms of the Plan or under the Award
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                                       6


Agreement entered into in connection with the grant thereof. Notwithstanding the
foregoing, no Awards may be granted under the Plan after the tenth anniversary
of the Effective Date (as defined in Section 18(j)).

                  5. Subject to the Plan. Shares of Stock Subject to the Plan.
Subject to adjustment as provided in Section 15(b) hereof, the number of shares
of Common Stock that may be issued under the Plan pursuant to Awards shall not
exceed, in the aggregate, 13,000,000 shares (the "Section 5 Limit"), of which
the number of shares of Common Stock that may be issued under the Plan pursuant
to Incentive Stock Options may not exceed, in the aggregate, 9,000,000 shares.
Such shares may be either authorized but unissued shares, treasury shares or any
combination thereof. For purposes of determining the number of shares that
remain available for issuance under the Plan, the following rules shall apply:

                  (a) the number of Shares subject to outstanding Awards shall
         be charged against the Section 5 Limit; and

                  (b) the Section 5 Limit shall be increased by:

                           (i) the number of shares subject to an Award (or
                  portion thereof) which lapses, expires or is otherwise
                  terminated without the issuance of such shares or is settled
                  by the delivery of consideration other than shares,

                           (ii) the number of shares tendered to pay the
                  exercise price of a Stock Option or other Award, and

                           (iii) the number of shares withheld from any Award to
                  satisfy a Participant's tax withholding obligations or, if
                  applicable, to pay the exercise price of a Stock Option or
                  other Award.

In addition, any shares underlying Substitute Awards shall not be counted
against the Section 5 Limit set forth in the first sentence of this Section 5.

                  6. Eligible Individuals.

                  (a) Eligibility Criteria. Awards may be granted by the
         Committee to individuals ("Eligible Individuals") who are officers or
         other key employees or consultants of the Company or a Subsidiary with
         the potential to contribute to the future success of the Company or its
         Subsidiaries. Members of the Committee shall not be eligible to receive
         Awards under the Plan. An individual's status as an Administrator will
         not affect his or her eligibility to participate in the Plan.

                  (b) Maximum Number of Shares per Eligible Individual. In
         accordance with the requirements under Section 162(m) of the Code, no
         Eligible Individual shall receive grants of Awards with respect to an
         aggregate of more than 4,500,000 shares of Common Stock in respect of
         any fiscal year of the Company. For purposes of the preceding sentence,
         any Award that is made as bonus compensation, or is made in lieu of
         compensation that otherwise would be payable to an Eligible Individual,
         shall be considered made in respect of the fiscal year to which such
         bonus or other compensation relates or otherwise was earned.

                  7. Awards Generally. Awards under the Plan may consist of
Stock Options, Stock Appreciation Rights, Stock Awards, Performance Share
Awards, Section 162(m) Awards or other awards determined by the Committee. The
terms and provisions of an Award shall be set forth in a written Award Agreement
approved by the Committee and delivered or made available to the Participant as
soon as practicable following the date of the Award. The vesting,
exercisability, payment and other restrictions applicable to an Award (which may
include, without limitation, restrictions on transferability or provision for
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                                       7


mandatory resale to the Company) shall be determined by the Committee and set
forth in the applicable Award Agreement. Notwithstanding the foregoing, the
Committee may accelerate (i) the vesting or payment of any Award, (ii) the lapse
of restrictions on any Award or (iii) the date on which any Option or Stock
Appreciation Right first becomes exercisable. The date of a Participant's
termination of employment for any reason shall be determined in the sole
discretion of the Committee. The Committee shall also have full authority to
determine and specify in the applicable Award Agreement the effect, if any, that
a Participant's termination of employment for any reason will have on the
vesting, exercisability, payment or lapse of restrictions applicable to an
outstanding Award.

                  8. Stock Options.

                  (a) Terms of Stock Options Generally. Subject to the terms of
         the Plan and the applicable Award Agreement, each Stock Option shall
         entitle the Participant to whom such Stock Option was granted to
         purchase the number of shares of Common Stock specified in the
         applicable Award Agreement and shall be subject to the terms and
         conditions established by the Committee in connection with the Stock
         Option and specified in the applicable Award Agreement. Upon
         satisfaction of the conditions to exercisability specified in the
         applicable Award Agreement, a Participant shall be entitled to exercise
         the Stock Option in whole or in part and to receive, upon satisfaction
         or payment of the exercise price or an irrevocable notice of exercise
         in the manner contemplated by Section 8(d) below, the number of shares
         of Common Stock in respect of which the Stock Option shall have been
         exercised. Stock Options may be either Nonqualified Stock Options or
         Incentive Stock Options.

                  (b) Exercise Price. The exercise price per share of Common
         Stock purchasable under a Stock Option shall be determined by the
         Committee at the time of grant and set forth in the Award Agreement,
         provided, that the exercise price per share of any Incentive Stock
         Option shall be no less than 100% of the Fair Market Value per share on
         the date of grant. Notwithstanding the foregoing, the exercise price
         per share of a Stock Option that is a Substitute Award may be less than
         the Fair Market Value per share on the date of grant, provided that the
         excess of:

                           (i) the aggregate Fair Market Value (as of the date
                           such Substitute Award is granted) of the shares
                           subject to the Substitute Award, over

                           (ii) the aggregate exercise price thereof,

         does not exceed the excess of:

                           (iii) the aggregate fair market value (as of the time
                           immediately preceding the transaction giving rise to
                           the Substitute Award, such fair market value to be
                           determined by the Committee) of the shares of the
                           predecessor entity that were subject to the grant
                           assumed or substituted for by the Company, over

                           (iv) the aggregate exercise price of such shares.

                  (c) Option Term. The term of each Stock Option shall be fixed
         by the Committee and set forth in the Award Agreement; provided,
         however, that a Stock Option shall not be exercisable after the
         expiration of ten (10) years after the date the Stock Option is
         granted.

                  (d) Method of Exercise. Subject to the provisions of the
         applicable Award Agreement, the exercise price of a Stock Option may be
         paid in cash or previously owned shares or a combination thereof and,
         if the applicable Award Agreement so provides, in whole or in part
         through the withholding of shares subject to the Stock Option with a
         value equal to the exercise price. In accordance with the rules and
         procedures established by the Committee for this
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                                       8


         purpose, the Stock Option may also be exercised through a "cashless
         exercise" procedure approved by the Committee involving a broker or
         dealer approved by the Committee, that affords Participants the
         opportunity to sell immediately some or all of the shares underlying
         the exercised portion of the Stock Option in order to generate
         sufficient cash to pay the Stock Option exercise price and/or to
         satisfy withholding tax obligations related to the Stock Option.

                  9. Stock Appreciation Rights. Stock Appreciation Rights shall
be subject to the terms and conditions established by the Committee in
connection with the Award thereof and specified in the applicable Award
Agreement. Upon satisfaction of the conditions to the payment specified in the
applicable Award Agreement, each Stock Appreciation Right shall entitle a
Participant to an amount, if any, equal to the Fair Market Value of a share of
Common Stock on the date of exercise over the Stock Appreciation Right exercise
price specified in the applicable Award Agreement. At the discretion of the
Committee, payments to a Participant upon exercise of a Stock Appreciation Right
may be made in Shares, cash or a combination thereof. A Stock Appreciation Right
may be granted alone or in addition to other Awards, or in tandem with a Stock
Option. If granted in tandem with a Stock Option, a Stock Appreciation Right
shall cover the same number of shares of Common Stock as covered by the Stock
Option (or such lesser number of shares as the Committee may determine) and
shall be exercisable only at such time or times and to the extent the related
Stock Option shall be exercisable, and shall have the same term and exercise
price as the related Stock Option. Upon exercise of a Stock Appreciation Right
granted in tandem with a Stock Option, the related Stock Option shall be
canceled automatically to the extent of the number of shares covered by such
exercise; conversely, if the related Stock Option is exercised as to some or all
of the shares covered by the tandem grant, the tandem Stock Appreciation Right
shall be canceled automatically to the extent of the number of shares covered by
the Stock Option exercised.

                  10. Stock Awards. Stock Awards shall consist of one or more
shares of Common Stock granted or offered for sale to an Eligible Individual,
and shall be subject to the terms and conditions established by the Committee in
connection with the Award and specified in the applicable Award Agreement. The
shares of Common Stock subject to a Stock Award may, among other things, be
subject to vesting requirements or restrictions on transferability.

                  11. Performance Share Awards. Performance Share Awards shall
be evidenced by an Award Agreement in such form and containing such terms and
conditions as the Committee deems appropriate and which are not inconsistent
with the terms of the Plan. Each Award Agreement shall set forth the number of
shares of Common Stock to be earned by a Participant upon satisfaction of
certain specified performance criteria and subject to such other terms and
conditions as the Committee deems appropriate. Payment in settlement of a
Performance Share Award shall be made as soon as practicable following the
conclusion of the applicable performance period, or at such other time as the
Committee shall determine, in shares of Common Stock, in an equivalent amount of
cash or in a combination of Common Stock and cash, as the Committee shall
determine.

                  12. Other Awards. The Committee shall have the authority to
specify the terms and provisions of other forms of equity-based or
equity-related Awards not described above which the Committee determines to be
consistent with the purpose of the Plan and the interests of the Company, which
Awards may provide for cash payments based in whole or in part on the value or
future value of Common Stock, for the acquisition or future acquisition of
Common Stock, or any combination thereof. Other Awards shall also include cash
payments (including the cash payment of dividend equivalents) under the Plan
which may be based on one or more criteria determined by the Committee which are
unrelated to the value of Common Stock and which may be granted in tandem with,
or independent of, other Awards under the Plan.

                  13. Section 162(m) Awards.

                  (a) Terms of Section 162(m) Awards Generally. In addition to
         any other Awards under the Plan, the Company may make Awards that are
         intended to qualify as "qualified performance-
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                                       9


         based compensation" for purposes of Section 162(m) of the Code
         ("Section 162(m) Awards"). Section 162(m) Awards may consist of Stock
         Options, Stock Appreciation Rights, Stock Awards, Performance Share
         Awards or Other Awards the vesting, exercisability and/or payment of
         which is conditioned upon the attainment for the applicable Performance
         Period of specified performance targets related to designated
         performance goals for such period selected by the Committee from among
         the performance goals specified in Section 13(b) below. Section 162(m)
         Awards will be made in accordance with the procedures specified in
         applicable Treasury regulations for compensation intended to be
         "qualified performance-based compensation."

                  (b) Performance Goals. For purposes of this Section 13,
         performance goals shall be limited to one or more of the following: (i)
         net revenue, (ii) net earnings, (iii) operating earnings or income,
         (iv) absolute and/or relative return on equity or assets, (v) earnings
         per share, (vi) cash flow, (vii) pretax profits, (viii) earnings
         growth, (ix) revenue growth, (x) book value per share, (xi) stock price
         and (xii) performance relative to peer companies, each of which may be
         established on a corporate-wide basis or established with respect to
         one or more operating units, divisions, acquired businesses, minority
         investments, partnerships or joint ventures.

                  (c) Other Performance-Based Compensation. The Committee's
         decision to make, or not to make, Section 162(m) Awards within the
         meaning of this Section 13 shall not in any way prejudice the
         qualification of any other Awards as performance-based compensation
         under Section 162(m). In particular, Awards of Stock Options may,
         pursuant to applicable regulations promulgated under Section 162(m), be
         qualified as performance-based compensation for Section 162(m) purposes
         without regard to this Section 13.

                  14. Non-transferability. No Award granted under the Plan or
any rights or interests therein shall be sold, transferred, assigned, pledged or
otherwise encumbered or disposed of except by will or by the laws of descent and
distribution or pursuant to a "qualified domestic relations order" ("QDRO") as
defined in the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended, and the rules and regulations thereunder; provided, however,
that the Committee may, subject to such terms and conditions as the Committee
shall specify, permit the transfer of an Award to a Participant's family members
or to one or more trusts or partnerships established in whole or in part for the
benefit of one or more of such family members; provided further, that the
restrictions in this sentence shall not apply to the shares received in
connection with an Award after the date that the restrictions on transferability
of such shares set forth in the applicable Award Agreement have lapsed. During
the lifetime of a Participant, a Stock Option or Stock Appreciation Right shall
be exercisable only by, and payments in settlement of Awards shall be payable
only to, the Participant or, if applicable, the "alternate payee" under a QDRO
or the family member or trust to whom such Stock Option, Stock Appreciation
Right or other Award has been transferred in accordance with the previous
sentence.

                  15. Recapitalization or Reorganization.

                  (a) Authority of the Company and Shareholders. The existence
         of the Plan, the Award Agreements and the Awards granted hereunder
         shall not affect or restrict in any way the right or power of the
         Company or the shareholders of the Company to make or authorize any
         adjustment, recapitalization, reorganization or other change in the
         Company's capital structure or its business, any merger or
         consolidation of the Company, any issue of stock or of options,
         warrants or rights to purchase stock or of bonds, debentures, preferred
         or prior preference stocks whose rights are superior to or affect the
         Common Stock or the rights thereof or which are convertible into or
         exchangeable for Common Stock, or the dissolution or liquidation of the
         Company, or any sale or transfer of all or any part of its assets or
         business, or any other corporate act or proceeding, whether of a
         similar character or otherwise.

                  (b) Change in Capitalization. Notwithstanding any provision of
         the Plan or any Award Agreement, in the event of any change in the
         outstanding Common Stock by reason of a stock
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                                       10


         dividend, recapitalization, reorganization, merger, consolidation,
         stock split, combination or exchange of shares affecting the Common
         Stock, the Committee shall make (i) such proportionate adjustments it
         considers appropriate (in the form determined by the Committee in its
         sole discretion) to prevent diminution or enlargement of the rights of
         Participants under the Plan with respect to the aggregate number of
         shares of Common Stock for which Awards in respect thereof may be
         granted under the Plan, the number of shares of Common Stock covered by
         each outstanding Award, and the exercise prices in respect thereof
         and/or (ii) such other equitable adjustments as it deems appropriate in
         the interests of the holders of Awards. The Committee's determination
         as to what, if any, adjustments shall be made shall be final and
         binding on the Company and all Participants.

                  16. Change in Control. In the event of a Change in Control and
except as the Committee (as constituted immediately prior to such Change in
Control) may otherwise determine in its sole discretion, (i) all Stock Options
or Stock Appreciation Rights then outstanding shall become fully exercisable as
of the date of the Change in Control, whether or not then exercisable, (ii) all
restrictions and conditions of all Stock Awards then outstanding shall lapse as
of the date of the Change in Control, (iii) all Performance Share Awards shall
be deemed to have been fully earned as of the date of the Change in Control. In
the case of a Change in Control involving a merger of, or consolidation
involving, the Company in which the Company is (A) not the surviving corporation
(the "Surviving Entity") or (B) becomes a wholly owned subsidiary of the
Surviving Entity or any Parent thereof, each outstanding Stock Option granted
under the Plan and not exercised (a "Predecessor Option") will be converted into
an option (a "Substitute Option") to acquire common stock of the Surviving
Entity or its Parent, which Substitute Option will have substantially the same
terms and conditions as the Predecessor Option, with appropriate adjustments as
to the number and kind of shares and exercise prices.

                  17. Amendment of the Plan. The Board or Committee may at any
time and from time to time terminate, modify, suspend or amend the Plan in whole
or in part; provided, however, that no such termination, modification,
suspension or amendment shall be effective without shareholder approval if such
approval is required to comply with any applicable law or stock exchange rule;
and provided further, that the Board or Committee may not, without shareholder
approval, increase the maximum number of shares issuable under the Plan. No
termination, modification, suspension or amendment of the Plan shall, without
the consent of a Participant to whom any Award shall previously have been
granted, adversely affect his or her rights under such Awards. Notwithstanding
any provision herein to the contrary, the Board or Committee shall have broad
authority to amend the Plan or any Award to take into account changes in
applicable tax laws, securities laws, accounting rules and other applicable
state and federal laws.

                  18. Miscellaneous.

                  (a) Tax Withholding. No later than the date as of which an
         amount first becomes includable in the gross income of the Participant
         for applicable income tax purposes with respect to any grant under the
         Plan, the Participant shall pay to the Company or make arrangements
         satisfactory to the Committee regarding the payment of any federal,
         state or local taxes of any kind required by law to be withheld with
         respect to such amount. Unless otherwise determined by the Committee,
         in accordance with rules and procedures established by the Committee,
         the minimum required withholding obligations may be settled with Common
         Stock, including Common Stock that is part of the grant that gives rise
         to the withholding requirement. The obligation of the Company under the
         Plan shall be conditioned upon such payment 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.

                  (b) No Right to Grants or Employment. No Eligible Individual
         or Participant shall have any claim or right to receive grants of
         Awards under the Plan. Nothing in the Plan or in any Award Agreement
         shall confer upon any employee of the Company or any Subsidiary any
         right to
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         continued employment with the Company or any Subsidiary, as the case
         may be, or interfere in any way with the right of the Company or a
         Subsidiary to terminate the employment of any of its employees at any
         time, with or without cause.

                  (c) Unfunded 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. In its sole discretion, the
         Committee may authorize the creation of trusts or other arrangements to
         meet the obligations created under the Plan to deliver Common Stock or
         payments in lieu thereof with respect to grants hereunder.

                  (d) Other Employee Benefit Plans. Amounts received by a
         Participant with respect to any Award made pursuant to the provisions
         of the Plan shall not be included in, nor have any effect on, the
         determination of benefits under any other employee benefit plan or
         similar arrangement provided by the Company.

                  (e) Securities Law Restrictions. The Committee may require
         each Eligible Individual purchasing or acquiring shares of Common Stock
         pursuant to a Stock Option or other Award under the Plan to represent
         to and agree with the Company in writing that such Eligible Individual
         is acquiring the shares for investment and not with a view to the
         distribution thereof. All certificates for shares of Common Stock
         delivered under the Plan shall be subject to such stock-transfer orders
         and other restrictions as the Committee may deem advisable under the
         rules, regulations, and other requirements of the Securities and
         Exchange Commission, the National Association of Securities Dealers
         Automated Quotation System or any other exchange upon which the Common
         Stock is then listed, and any applicable federal or state securities
         law, and the Committee may cause a legend or legends to be put on any
         such certificates to make appropriate reference to such restrictions.
         No shares of Common Stock shall be issued hereunder unless the Company
         shall have determined that such issuance is in compliance with, or
         pursuant to an exemption from, all applicable federal and state
         securities laws.

                  (f) Compliance with Rule 16b-3.

                           (i) The Plan is intended to comply with Rule 16b-3
                  under the Exchange Act or its successors under the Exchange
                  Act and the Committee shall interpret and administer the
                  provisions of the Plan or any Award Agreement in a manner
                  consistent therewith. To the extent any provision of the Plan
                  or Award Agreement or any action by the Committee fails to so
                  comply, it shall be deemed null and void, to the extent
                  permitted by law and deemed advisable by the Committee.
                  Moreover, in the event the Plan or an Award Agreement does not
                  include a provision required by Rule 16b-3 to be stated
                  therein, such provision (other than one relating to
                  eligibility requirements, or the price and amount of Awards)
                  shall be deemed automatically to be incorporated by reference
                  into the Plan or such Award Agreement insofar as Participants
                  subject to Section 16 of the Exchange Act are concerned.

                           (ii) Notwithstanding anything contained in the Plan
                  or any Award Agreement to the contrary, if the consummation of
                  any transaction under the Plan would result in the possible
                  imposition of liability on a Participant pursuant to Section
                  16(b) of the Exchange Act, the Committee shall have the right,
                  in its sole discretion, but shall not be obligated, to defer
                  such transaction to the extent necessary to avoid such
                  liability.

                  (g) Award Agreement. In the event of any conflict or
         inconsistency between the Plan and any Award Agreement, the Plan shall
         govern, and the Award Agreement shall be interpreted to minimize or
         eliminate any such conflict or inconsistency.
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                                       12


                  (h) Expenses. The costs and expenses of administering the Plan
         shall be borne by the Company.

                  (i) Applicable Law. Except as to matters of federal law, the
         Plan and all actions taken thereunder shall be governed by and
         construed in accordance with the laws of the State of Delaware without
         giving effect to conflicts of law principles.

                  (j) Effective Date. The Plan shall be effective as of the date
         (the "Effective Date") of the consummation of the proposed Merger and
         Scheme of Arrangement pursuant to which the Company, as successor to
         Getty Communications, plc, will become the parent of PhotoDisc, Inc.,
         contingent upon its prior approval by the shareholders of each of Getty
         Communications, plc and PhotoDisc, Inc. If shareholder approval is not
         obtained at or prior to the first annual meeting of the shareholders of
         the Company to occur after the adoption of the Plan by the Board, the
         Plan and any Awards granted thereunder shall terminate ab initio and be
         of no further force and effect.