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EXHIBIT 10.21

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                             SCHOLASTIC CORPORATION
                         MANAGEMENT STOCK PURCHASE PLAN

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                            Effective January 1, 1999

                Amended and Restated Effective December 18, 2002

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                             SCHOLASTIC CORPORATION
                         MANAGEMENT STOCK PURCHASE PLAN
               (Amended and Restated Effective December 18, 2002)

                                Table Of Contents

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Article 1 - Introduction........................................................1

Article 2 - Definitions.........................................................1

Article 3 - Shares Reserved.....................................................4

Article 4 - Administration......................................................4

Article 5 - Eligibility.........................................................5

Article 6 - Purchases and Award of RSUs.........................................5

Article 7 - Vesting and Payment of RSUs.........................................6

Article 8 - Dividend Equivalent Amounts.........................................8

Article 9 - Designation of Beneficiary..........................................8

Article 10 - Adjustments........................................................8

Article 11 - Amendment or Termination of Plan...................................9

Article 12 - Miscellaneous Provisions...........................................9
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                             SCHOLASTIC CORPORATION
                         MANAGEMENT STOCK PURCHASE PLAN
               (AMENDED AND RESTATED EFFECTIVE DECEMBER 18, 2002)

ARTICLE 1 - INTRODUCTION

       The purpose of the Scholastic Corporation Management Stock Purchase Plan
(the "Plan") is to provide equity incentive compensation to selected management
employees of Scholastic Corporation and its Affiliates. Participants in the Plan
receive restricted stock units ("RSUs") at a discount in lieu of a portion or
all of their bonus awards under the Company's annual incentive plan. Under
certain circumstances, the RSUs convert into shares of Common Stock. The Company
believes that the Plan creates a means to provide deferred compensation to such
selected management employees and to raise the level of stock ownership in the
Company by such employees thereby strengthening the mutuality of interests
between such employees and the Company's stockholders.

ARTICLE 2 - DEFINITIONS

2.1    AFFILIATE - (i) any corporation, partnership, limited liability company
       or other entity as to which the Company possesses a direct or indirect
       ownership interest of at least fifty (50) percent or which possesses a
       direct or indirect ownership interest of at least 50% in the Company
       including, without limitation, any subsidiary corporation (as defined in
       Section 424(f) of the Code) and parent corporation (as defined in Section
       424(e) of the Code) and (ii) any other entity in which the Company or any
       of its Affiliates has a material equity interest, as determined by the
       Committee.

2.2    AWARD DATE - the first business day after the end of the fiscal quarter
       in which a Bonus for a year is paid or otherwise would have been paid.

2.3    AWARD VALUE - the Fair Market Value of a share of Common Stock on the
       Award Date.

2.4    BENEFICIARY - a Beneficiary or Beneficiaries designated by the
       Participant under Article 9.

2.5    BONUS - a Participant's annual award for a Fiscal Year under any annual
       incentive plan of the Company or its Affiliates that has been designated
       by the Committee as eligible for deferral under the Plan pursuant to a
       Subscription Agreement.

2.6    BOARD OF DIRECTORS - the Board of Directors of the Company or the
       Executive Committee of such Board of Directors.

2.7    CAUSE - any of the following: (i) any act or acts by the Participant
       constituting a felony under the laws of the United States, any state
       thereof, or any political subdivision thereof, (ii) the Participant's
       willful and continued failure to perform the duties assigned to him or
       her as an employee of the Company or Affiliate; (iii) any material breach
       by the

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       Participant of any employment agreement with the Company or Affiliate;
       (iv) dishonesty, gross negligence or malfeasance by the Participant in
       the performance of his or her duties as an employee of the Company or any
       Affiliate or any conduct by the Participant which involves a material
       conflict of interest with any business of the Company or its Affiliates;
       or (v) taking or knowingly omitting to take any other action or actions
       in the performance of the Participant's duties as an employee of the
       Company or its Affiliates without informing appropriate members of
       management to whom such Participant reports, which in the determination
       of the Committee have caused or substantially contributed to the material
       deterioration in the business of the Company and its Affiliates, taken as
       a whole.

2.8    CODE - the Internal Revenue Code of 1986, as amended from time to time.

2.9    COMMITTEE - the committee of the Board of Directors authorized to
       administer the Plan. To the extent that no Committee exists which has the
       authority to administer the Plan, the functions of the Committee shall be
       exercised by the Board of Directors. The Committee shall consist of two
       or more non-employee directors, each of whom is intended to be, to the
       extent required by Rule 16b-3, a "non-employee director" as defined in
       Rule 16b-3. If for any reason the appointed Committee does not meet the
       requirements of Rule 16b-3, such noncompliance shall not affect the
       validity of any grants of RSUs hereunder, interpretations or other
       actions of the Committee.

2.10   COMMON STOCK OR STOCK - common stock of the Company, par value $.01 per
       share.

2.11   COMPANY - Scholastic Corporation, a corporation organized under the laws
       of the State of Delaware (or any successor).

2.12   COST - the cost of purchasing an RSU under the Plan as of an Award Date,
       as determined by the Committee in its sole discretion, but in no event
       less than seventy-five (75%) percent of the lowest Fair Market Value of a
       share of Common Stock during the fiscal quarter immediately preceding the
       Award Date. The cost shall be established as of the applicable Award Date
       and shall remain in effect unless modified by the Committee at least
       thirty (30) days prior to the applicable Award Date.

2.13   DEFERRAL PERIOD - a period of time (expressed in whole years) not less
       than three years beginning on an Award Date as specified by the
       Participant in his or her Subscription Agreement (as may be modified by
       the Participant from time to time in accordance with procedures
       established by or on behalf of the Committee) with respect to RSUs
       awarded on that Award Date; provided, however, that the Committee may
       establish, in its sole discretion, a fixed date as the end of the
       Deferral Period or fixed period specified with respect to RSUs awarded on
       that Award Date.

2.14   DISABILITY - complete and permanent inability by reason of illness or
       accident to perform the duties of the occupation at which the Participant
       was employed when such disability commenced, as determined by the
       Committee based on medical evidence available to it.

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2.15   EXCHANGE ACT - the Securities Exchange Act of 1934, as amended.

2.16   FAIR MARKET VALUE - unless otherwise required by any applicable provision
       of the Code or any regulations issued thereunder, as of any date, the
       last sales price reported for the Common Stock on the applicable date:
       (i) as reported on the principal national securities exchange on which it
       is then traded or the NASDAQ Stock Market, Inc. or (ii) if not traded on
       any such national securities exchange or the NASDAQ Stock Market, Inc. as
       quoted on an automated quotation system sponsored by the National
       Association of Securities Dealers, Inc. If the Common Stock is not
       readily tradable on a national securities exchange, the NASDAQ Stock
       Market, Inc. or any automated quotation system sponsored by the National
       Association of Securities Dealers, Inc., its Fair Market Value shall be
       set in good faith by the Committee.

2.17   FISCAL YEAR - the fiscal year of the Company.

2.18   FOREIGN JURISDICTION - any jurisdiction outside of the United States
       including, without limitation, countries, states, provinces and
       localities.

2.19   PARTICIPANT - a management employee of the Company or any Affiliate who
       satisfies the eligibility requirements under Article 5 of the Plan and
       elects to participate in the Plan in accordance with its terms.

2.20   PLAN - the Scholastic Corporation Management Stock Purchase Plan, as
       amended from time to time.

2.21   PLAN YEAR - the Fiscal Year, except that the first Plan Year shall be the
       short year beginning on the effective date of the Plan and ending on May
       31, 1999.

2.22   RETIREMENT - termination of employment with the Company and all
       Affiliates on or after age fifty-five (55); provided that, with respect
       to any Deferral Period commencing on or after January 1, 2003,
       "Retirement" shall mean a termination of employment with the Company and
       all Affiliates on or after age fifty-five (55) in accordance with the
       Company's standard retirement policies.

2.23   RULE 16b-3 - means Rule 16b-3 promulgated under Section 16(b) of the
       Exchange Act or any successor provision.

2.24   RSU - a unit of measurement equivalent to one share of Common Stock but
       with none of the attendant rights of a stockholder of a share of Common
       Stock, including the right to vote (if any); except that an RSU shall
       have the dividend right described in Article 8. The fair market value of
       an RSU on any date shall be deemed to be the Fair Market Value of a share
       of Common Stock on that date.

2.25   SUBSCRIPTION AGREEMENT - an agreement executed by a Participant setting
       forth his or her election to defer receipt of a portion or all of his or
       her Bonus for the Deferral Period and

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       to authorize the Company to credit such amount to the Plan in order to
       purchase an award of RSU. A Subscription Agreement shall contain such
       provisions, consistent with the provisions of the Plan, as may be
       established from time to time by the Company or Committee.
       Notwithstanding the foregoing, a Participant may amend a Subscription
       Agreement to extend a Deferral Period, in such manner prescribed by or on
       behalf of the Committee; provided that no such amendment shall be
       effective unless made at least (i) one (1) year prior to his or her
       termination of employment or (ii) one (1) year prior to the end of the
       Deferral Period specified in a current Subscription Agreement.

ARTICLE 3 - SHARES RESERVED

       The aggregate number of shares of Common Stock reserved for issuance
pursuant to the Plan or with respect to which RSUs may be granted shall be
150,000, subject to adjustment as provided in Article 10 hereof.

       Such number of shares may be set aside out of the authorized but unissued
shares of Common Stock not reserved for any other purpose, or out of issued
shares of Common Stock acquired for and held in the treasury of the Company. If
any RSU awarded under the Plan is forfeited, terminated or canceled for any
reason, the share of Common Stock relating to such RSU shall again be available
under the Plan. If Common Stock has been exchanged by a Participant as full or
partial payment to the Company for withholding taxes or otherwise or if the
number of shares of Common Stock otherwise deliverable has been reduced for
withholding, the number of shares exchanged or reduced shall again be available
under the Plan.

ARTICLE 4 - ADMINISTRATION

4.1    The Plan shall be administered by the Committee. The Committee may select
       an administrator or any other person to whom its duties and
       responsibilities hereunder may be delegated. The Committee shall have
       full power and authority, subject to the provisions of the Plan, to
       promulgate such rules and regulations as it deems necessary for the
       proper administration of the Plan, to interpret the provisions and
       supervise the administration of the Plan, and to take all actions in
       connection therewith or in relation thereto as it deems necessary or
       advisable. The Committee may adopt special guidelines and provisions for
       persons who are residing in, or subject to the laws of, Foreign
       Jurisdictions to comply with applicable tax and securities laws. All
       interpretations and determinations of the Committee shall be made in its
       sole and absolute discretion based on the Plan document and shall be
       final, conclusive and binding on all parties with respect to all matters
       relating to the Plan.

4.2    The Committee may employ such legal counsel, consultants, brokers and
       agents as it may deem desirable for the administration of the Plan and
       may rely upon any opinion received from any such counsel or consultant
       and any computation received from any such consultant, broker or agent.
       The Committee may, in its sole discretion, designate an agent to
       administer the Plan, keep records, send statements of account to
       Participants and to perform other duties relating to the Plan, as the
       Committee may request from time to

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       time. The Committee may adopt, amend or repeal any guidelines or
       requirements necessary for the delivery of the Common Stock.

4.3    The Company shall, to the fullest extent permitted by law and the
       Certificate of Incorporation and By-laws of the Company, to the extent
       not covered by insurance, indemnify each director, officer or employee of
       the Company and its Affiliates (including the respective heirs,
       executors, administrators and other personal representatives of such
       persons) and each member of the Committee against all expenses, costs,
       liabilities and losses (including attorneys' fees, judgments, fines,
       excise taxes or penalties, and amounts paid or to be paid in settlement)
       actually and reasonably incurred by such person in connection with any
       threatened, pending or actual suit, action or proceeding (whether civil,
       criminal, administrative or investigative in nature or otherwise) in
       which such person may be involved by reason of the fact that he or she is
       or was serving this Plan in any capacity at the request of the Company,
       except in instances where any such person engages in willful neglect or
       fraud. Such right of indemnification shall include the right to be paid
       by the Company for expenses incurred or reasonably anticipated to be
       incurred in defending any such suit, action or proceeding in advance of
       its disposition; provided, however, that the payment of expenses in
       advance of the settlement or final disposition of a suit, action or
       proceeding shall be made only upon delivery to the Company of an
       undertaking by or on behalf of such person to repay all amounts so
       advanced if it is ultimately determined that such person is not entitled
       to be indemnified hereunder. Such indemnification shall be in addition to
       any rights of indemnification the person may have as a director, officer
       or employee or under the Certificate of Incorporation of the Company or
       the By-Laws of the Company. Expenses incurred by the Committee or the
       Board in the engagement of any such counsel, consultant or agent shall be
       paid by the Company.

ARTICLE 5 - ELIGIBILITY

       Management employees of the Company and its Affiliates as designated by
the Committee shall be eligible to participate in the Plan. Eligibility for
participation in the Plan shall be determined by the Committee in its sole
discretion. The Committee may, in its sole discretion, designate, on a
prospective basis, any Participant in the Plan as ineligible to receive awards
of RSUs pursuant to Article 6 of the Plan.

ARTICLE 6 - PURCHASES

6.1    GENERAL.
       Each Participant shall be entitled to elect to receive up to one hundred
       (100%) percent of his or her Bonus as an award of RSU. As of the
       applicable Award Date, RSUs shall be awarded to Participants and credited
       to accounts held under the Plan on behalf of Participants on a book-entry
       basis calculated in the manner provided under Section 6.3.

6.2    VOLUNTARY PURCHASES.
       No later than the last day of the first quarter of each Fiscal Year, each
       Participant may elect to receive up to one hundred (100%) percent of his
       or her Bonus for that Fiscal Year

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       as an award of RSUs by completing a Subscription Agreement.
       Notwithstanding the foregoing, for the first Plan Year of any
       Participant, a Participant may elect to participate in the Plan for that
       Plan Year no later than the date set by the Committee in its sole
       discretion pursuant to procedures set by the Committee. If an employee of
       the Company or an Affiliate first becomes eligible to participate
       hereunder during a Plan Year, such employee may elect to participate in
       the Plan for that Plan Year pursuant to procedures established by the
       Committee (solely with respect to the PRO RATA portion of the Bonus
       earned after the Subscription Agreement is executed and delivered to the
       Company). The Subscription Agreement shall provide that the Participant
       elects to receive RSUs in lieu of a specified portion of his or her
       Bonus. Such portion may be expressed as:

       (a)   a specified percentage of up to one hundred (100%) percent (in
             whole percentages) of the Participant's actual Bonus amount;

       (b)   a specified dollar amount, up to one hundred (100%) percent of the
             Participant's actual Bonus amount; or

       (c)   the lesser of the amount specified in Section 6.2(a) or (b).

             Amounts specified pursuant to any of the methods set forth herein
       are entirely contingent on, and are limited to, the cash amount of Bonus
       actually awarded. Each Subscription Agreement, in addition, shall specify
       a Deferral Period with respect to the RSUs to which it pertains. The
       Committee may, in its sole discretion, permit the Deferral Period with
       respect to the RSUs to which it pertains to be changed upon one year's
       notice to the Committee. Other than with respect to the first Plan Year
       or with respect to an employee of the Company or an Affiliate who first
       becomes eligible to participate hereunder during a Plan Year,
       Subscription Agreements must be received by the Company no later than the
       last day of the first quarter of the Fiscal Year for which such Bonus
       amount will be determined. With respect to any Plan Year, an election to
       receive RSUs in lieu of a portion or all of a Bonus hereunder pursuant to
       a Subscription Agreement is irrevocable on and after the date the
       Subscription Agreement must be submitted to the Company and is valid
       solely for the Plan Year to which the election relates. If no new
       Subscription Agreement is timely made with respect to any subsequent Plan
       Year, the Bonus earned in such Plan Year shall not be deferred under the
       Plan.

6.3    AWARDS OF RSUs.
       The Company shall award RSUs to each Participant's account under the Plan
       on the Award Date. Each Participant's account shall be credited with a
       number of RSUs (in whole and fractional RSUs) determined by dividing (a)
       the amount of the Participant's Bonus to be received as an award of RSUs
       in accordance with the Participant's Subscription Agreement and the
       methodology under Section 6.2 by (b) the Cost of an RSU on the Award
       Date.

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ARTICLE 7 - VESTING AND PAYMENT OF RSUs

7.1    VESTING.
       A Participant shall be fully vested in each RSU three years after the
       Award Date pertaining to that RSU (provided that the Participant is
       continuously employed (including any period during which the Participant
       is on a leave of absence, either paid or unpaid, which is approved by the
       Committee, or any other break in employment which is approved by the
       Committee) by the Company or any Affiliate for such years) or, if
       earlier, upon death while employed, Disability while employed or
       Retirement. The Committee may, in its sole discretion, accelerate (in
       whole or part) the time at which any such RSUs may be vested, based on
       such factors, if any, as the Committee shall determine in its sole
       discretion.

7.2    PAYMENT ON OR AFTER VESTING.
       With respect to each vested RSU, the Company shall issue to the
       Participant one share of Common Stock and cash in lieu of any fractional
       RSU as soon as practicable after the end of the Deferral Period specified
       in the Participant's Subscription Agreement pertaining to such RSU, or,
       if earlier, the Participant's termination of employment with the Company
       and its Affiliates or the termination of the Plan.

7.3    PAYMENT PRIOR TO VESTING.

       (a)   VOLUNTARY TERMINATION; TERMINATION FOR CAUSE. If a Participant
             voluntarily terminates his or her employment with the Company and
             its Affiliates for reasons other than death or Disability or is
             involuntarily terminated by the Company or an Affiliate for Cause,
             the Participant's nonvested RSUs shall be canceled, and he or she
             shall receive as soon as practicable after his or her termination
             of employment with the Company and its Affiliates a cash payment
             equal to the lesser of:

                    i)   an amount equal to the number of those nonvested RSUs
                         awarded on each Award Date multiplied by the respective
                         Cost of those RSUs; or

                    ii)  an amount equal to the number of those nonvested RSUs
                         awarded on each Award Date multiplied by the Fair
                         Market Value of a share of Common Stock on the date of
                         the Participant's termination of employment with the
                         Company and its Affiliates.

       (b)   INVOLUNTARY TERMINATION. If a Participant's employment is
             terminated by the Company and its Affiliates for any reason other
             than Cause, the Participant's nonvested RSUs shall be canceled and
             he or she shall receive payment as soon as practicable following
             his or her termination of employment with the Company and its
             Affiliates as described below:

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                    i)   The number of nonvested RSUs awarded on each Award Date
                         shall be multiplied by a fraction, the numerator of
                         which is the number of full years that the Participant
                         was employed by the Company and its Affiliates after
                         that Award Date and the denominator of which is three;
                         and the Participant shall receive the resulting number
                         of such whole RSUs in shares of Common Stock, with any
                         fractional RSU paid in cash.

                    ii)  With respect to the Participant's remaining nonvested
                         RSUs, the Participant shall receive cash in an amount
                         equal to the lesser of: (A) the number of such
                         nonvested RSUs awarded on each Award Date multiplied by
                         the respective Cost of those RSUs; or (B) the number of
                         those nonvested RSUs awarded on each Award Date
                         multiplied by the Fair Market Value of a share of
                         Common Stock on the date of the Participant's
                         termination of employment with the Company and its
                         Affiliates.

       (c)   COMMITTEE'S DISCRETION. The Committee shall have complete
             discretion to determine the circumstances of a Participant's
             termination of employment with the Company and its Affiliates,
             including whether the same results from voluntary termination,
             Disability, Retirement, death or termination by the Company for or
             not for Cause, and the Committee's determination shall be final and
             binding on all parties and not subject to review or challenge by
             any Participant or other person.

ARTICLE 8 - DIVIDEND EQUIVALENT AMOUNTS

       Whenever dividends (other than dividends payable only in shares of Common
Stock) are paid with respect to shares of Common Stock, each Participant shall
be paid an amount in cash equal to the number of his or her vested RSUs
multiplied by the dividend value per share. Dividends (other than dividends
payable only in shares of Common Stock) shall not be credited or paid with
respect to each Participant's nonvested RSUs.

ARTICLE 9 - DESIGNATION OF BENEFICIARY

       A Participant may designate one or more Beneficiaries to receive payments
or shares of Common Stock in the event of his or her death. A designation of
Beneficiary shall apply to a specified percentage of a Participant's entire
interest in the Plan. Such designation, or any change therein, must be in
writing in a form acceptable to the Company and shall be effective upon receipt
by the Company. If there is no effective designation of Beneficiary, or if no
Beneficiary survives the Participant, the Participant's estate shall be deemed
to be the Beneficiary.

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ARTICLE 10 - ADJUSTMENTS

       In the event of a stock dividend, stock split, reverse stock split,
combination or reclassification of shares, recapitalization, merger,
consolidation, exchange, spin-off or other event which affects Common Stock, the
Committee shall make appropriate equitable adjustments in:

       (a)   the number or kind of shares of Common Stock or securities with
             respect to which RSUs shall thereafter be granted;

       (b)   the number and kind of shares of Common Stock remaining subject to
             outstanding RSUs;

       (c)   the number of RSUs credited to each Participant; and

       (d)   the method of determining the value of RSUs.

ARTICLE 11 - AMENDMENT OR TERMINATION OF PLAN

       The Company reserves the right to amend, terminate or freeze the Plan at
any time, by action of its Board of Directors (or a duly authorized committee
thereof ) or the Committee, provided that no such action shall adversely affect
a Participant's rights under the Plan with respect to RSUs awarded and vested
before the date of such action. No amendment shall be effective unless approved
by the stockholders of the Company if stockholder approval of such amendment is
required to comply with any applicable law, regulation or stock exchange rule.
Upon termination of the Plan, any vested RSU shall be paid in accordance with
Section 7.2 of the Plan and any nonvested RSU shall be canceled and paid in
accordance with Section 7.3(b) of the Plan except that such amount shall be paid
as soon as administratively practicable following the Plan termination. Upon
freezing of the Plan, all vested RSUs shall continue to be held under the Plan
until the Deferral Period expires and all nonvested RSUs shall vest or become
canceled in accordance with the terms of the Plan.

ARTICLE 12 - MISCELLANEOUS PROVISIONS

12.1   NO DISTRIBUTION; COMPLIANCE WITH LEGAL REQUIREMENTS.
       The Committee may require each person acquiring shares of Common Stock
       under the Plan to represent to and agree with the Company in writing that
       such person is acquiring the shares without a view to distribution
       thereof. No shares of Common Stock shall be issued until all applicable
       securities law and other legal and stock exchange requirements have been
       satisfied. The Committee may require the placing of such stop-orders and
       restrictive legends on certificates for Common Stock as it deems
       appropriate.

12.2   WITHHOLDING.
       Participation in the Plan is subject to any required tax withholding on
       wages or other income of the Participant in connection with the Plan.
       Each Participant agrees, by

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       entering the Plan, that the Company or the Affiliate employing the
       Participant shall have the right to deduct any federal, state or local
       income taxes or other taxes, in its sole discretion, from any amount
       payable to the Participant under the Plan or from any payment of any kind
       otherwise due to the Participant. Upon the vesting of the RSU, prior to
       the issuance or delivery of shares of Common Stock or the payment of any
       cash hereunder, a Participant shall pay all required withholding to the
       Company and, if applicable, an Affiliate. Without limiting the generality
       of the foregoing, any withholding obligation with regard to any
       Participant may be satisfied by: (i) reducing the number of shares of
       Common Stock otherwise deliverable to the Participant; (ii) subject to
       the Committee's prior consent, any method approved by the Committee which
       may include the Participant delivering shares of Common Stock already
       owned for at least six months (or such other period to avoid an
       accounting charge against the Company's earnings) and held free and clear
       of all encumbrances to the Company; or (iii) by the Participant paying
       cash directly to the Company.

12.3   NOTICES; DELIVERY OF STOCK CERTIFICATES.
       Any notice required or permitted to be given by the Company or the
       Committee pursuant to the Plan shall be deemed given when personally
       delivered or deposited in the United States mail, registered or
       certified, postage prepaid, addressed to the Participant at the last
       address shown for the Participant on the records of the Company. Delivery
       of stock certificates to persons entitled to receive them under the Plan
       shall be deemed effected for all purposes when the Company or a share
       transfer agent of the Company shall have deposited such certificates in
       the United States mail, addressed to such person at his/her last known
       address on file with the Company.

12.4   NONTRANSFERABILITY OF RIGHTS
       During a Participant's lifetime, no payment or issuance of shares under
       the Plan shall be made to anyone except the Participant otherwise than by
       will or the laws of descent and distribution. No RSU or other interest
       under the Plan shall be subject in any manner to anticipation,
       alienation, sale, transfer, assignment, pledge, encumbrance, garnishment,
       execution, levy or charge, and any attempt by a Participant or any
       Beneficiary under the Plan to do so shall be void. No interest under the
       Plan shall in any manner be liable for or subject to the debts,
       contracts, liabilities, engagements or torts or a Participant or
       Beneficiary entitled thereto.

12.5   OBLIGATIONS UNFUNDED AND UNSECURED.
       The Plan shall at all times be entirely unfunded, and no provision shall
       at any time be made with respect to segregating assets of the Company
       (including Common Stock) for payment of any amounts or issuance of any
       shares of Common Stock hereunder. No Participant or other person shall
       own any interest in any particular assets of the Company or any Affiliate
       (including Common Stock) by reason of the right to receive payment under
       the Plan, and any Participant or other person shall have only the rights
       of a general unsecured creditor of the Company with respect to any rights
       under the Plan. Nothing contained in this Plan and no action taken
       pursuant to the provisions of this Plan shall create or be construed to
       create a trust of any kind, or a fiduciary relationship amongst the

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       Company, any Affiliate, the Committee, and the Participants, their
       designated Beneficiaries or any other person. Any funds which may be
       invested under the provisions of this Plan shall continue for all
       purposes to be part of the general funds of the Company and no person
       other than the Company shall by virtue of the provisions of this Plan
       have any interest in such funds. If the Company decides to establish any
       accrued reserve on its books against the future expense of benefits
       payable hereunder, or if the Company establishes a rabbi trust under this
       Plan, such reserve or trust shall not under any circumstances be deemed
       to be an asset of the Plan.

12.6   GOVERNING LAW.
       The Plan is established in order to provide deferred compensation to a
       select group of management and highly compensated employees within the
       meanings of Sections 201(2) and 301(a)(3) of the Employee Retirement
       Income Security Act of 1974, as amended ("ERISA"). To the extent legally
       required, the Code and ERISA shall govern the Plan and, if any provision
       hereof is in violation of any applicable requirement thereof, the Company
       reserves the right to retroactively amend the Plan to comply therewith.
       To the extent not governed by the Code and ERISA, the terms of the Plan
       shall be governed, construed, administered and regulated in accordance
       with the laws of Delaware. In the event any provision of this Plan shall
       be determined to be illegal or invalid for any reason, the other
       provisions shall continue in full force and effect as if such illegal or
       invalid provision had never been included herein.

12.7   CLAIMS PROCEDURE
       A Participant or Beneficiary shall make any claim (and, in the case of
       the denial of such claim, any appeal) in writing to the Committee or such
       other person designated by the Committee in accordance with the claims
       procedure established by the Committee, which is intended to comply with
       the claims procedure provided under ERISA and U.S. Department of Labor
       Regulation Section 2560.503- 1.

12.8   RULE 16B-3
       To the extent required, the Plan is intended to comply with Rule 16b-3
       and the Committee shall interpret and administer the provisions of the
       Plan in a manner consistent therewith. If a management employee is
       designated by the Committee to participate hereunder, any election to
       receive an award of RSUs shall be deemed approved by such Committee and
       shall be deemed an exempt purchase under Rule 16b-3. Any provisions
       inconsistent with Rule 16b-3 shall be inoperative and shall not affect
       the validity of the Plan.

12.9   NO EMPLOYMENT RIGHTS.
       The establishment and operation of this Plan shall not confer any legal
       rights upon any Participant or other person for a continuation of
       employment, nor shall it interfere with the rights of the Company or
       Affiliate to discharge any employee and to treat him or her without
       regard to the effect which that treatment might have upon him or her as a
       Participant or potential Participant under the Plan.

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12.10  SEVERABILITY OF PROVISIONS.
       If any provision of the Plan shall be held invalid or unenforceable, such
       invalidity or unenforceability shall not affect any other provisions
       hereof, and the Plan shall be construed and enforced as if such
       provisions had not been included.

12.11  CONSTRUCTION.
       The use of a masculine pronoun shall include the feminine, and the
       singular form shall include the plural form, unless the context clearly
       indicates otherwise. The headings and captions herein are provided for
       reference and convenience only, shall not be considered part of the Plan,
       and shall not be employed in the construction of the Plan.

12.12  EFFECTIVE DATE OF PLAN.
       The Plan is adopted, effective upon January 1, 1999, subject to approval
       of the stockholders of the Company as provided under applicable law,
       regulation or stock exchange rule.

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