Exhibit 10.3


                           SECOND AMENDED AND RESTATED
                        1997 EQUITY PLAN FOR NON-EMPLOYEE
                     DIRECTORS OF PLAYBOY ENTERPRISES, INC.
                        (as amended through May 23, 2007)

      1.  Purpose.  The  purposes  of the Plan are (1) to promote the growth and
long-term  success of Playboy  Enterprises,  Inc., a Delaware  corporation  (the
"Company"),  by offering  Non-Employee  Directors the ability to acquire  Common
Stock of the Company,  (2) to enable the Company to attract and retain qualified
persons  to serve as  Non-Employee  Directors,  which  services  are  considered
essential  to the  long-term  success  of  the  Company,  by  offering  them  an
opportunity  to own Common Stock of the Company,  and (3) to more closely  align
the  interests of  Non-Employee  Directors  with the  interests of the Company's
stockholders  by paying  certain  amounts  of  compensation  for  services  as a
Director in the form of shares of Common Stock.

      2.  Definitions.  In addition to the other terms defined elsewhere herein,
wherever the following terms are used in this Plan with initial capital letters,
they have the meanings  specified  below,  unless the context clearly  indicates
otherwise.

            "Accounting Period" means each calendar quarter of the Company, such
quarters beginning on January 1, April 1, July 1 and October 1 of each year.

            "Award"  means an  award of an  Option  Right,  Restricted  Stock or
Common Stock Grant under this Plan.

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

            "Calendar Year" means the period beginning on January 1 of each year
and ending on December 31 of each year.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

            "Committee  Fees" means the  compensation  payable to a Non-Employee
Director  with regard to Committee  positions  held,  as determined by the Board
from time to time,  but for purposes of Section 6 of this Plan shall not include
any such compensation  subject to deferral under the Deferred  Compensation Plan
pursuant to an agreement executed by a Non-Employee  Director and the Company in
accordance with the terms of the Deferred Compensation Plan.

            "Common  Stock" means the Class B Common Stock,  par value $0.01 per
share,  of the  Company,  and any  security  into which such Common Stock may be
converted  or for which  such  Common  Stock may be  exchanged  by reason of any
transaction or event of the type described in Section 9 of this Plan.

            "Common  Stock  Grant"  means Common  Stock,  other than  Restricted
Stock, awarded pursuant to Section 5 of this Plan.

            "Company"  has the meaning set forth in Section 1, and  includes its
successors.

            "Date of Award"  means the date  specified  by the Board on which an
Award becomes  effective,  which shall not be earlier than the date on which the
Board takes action with respect thereto.

            "Deferred  Compensation  Plan" means the Playboy  Enterprises,  Inc.
Board of Directors' Deferred Compensation Plan, effective as of October 1, 1992,
as it may be amended from time to time.


                                       1
<PAGE>

            "Employee"  means any officer or other employee of the Company or of
any corporation which is then a Subsidiary.

            "Issuance Date" has the meaning set forth in Section 6.

            "Mandatory Committee Fee Shares" means Common Stock awarded pursuant
to Section 6(c) with an aggregate  Market Value per Share generally equal to 50%
of a Non-Employee Director's Committee Fees.

            "Mandatory  Meeting Fee Shares" means Common Stock awarded  pursuant
to Section 6(a) with an aggregate Market Value per Share generally equal to 100%
of a Non-Employee Director's Meeting Fees.

            "Mandatory  Retainer  Shares" means Common Stock awarded pursuant to
Section 6(b) with an aggregate  Market Value per Share generally equal to 50% of
a Non-Employee Director's Retainer.

            "Meeting  Fees"  means the  compensation  payable to a  Non-Employee
Director with regard to the number of Board meetings attended,  as determined by
the Board from time to time,  but for  purposes  of Section 6 of this Plan shall
not  include  any such  compensation  subject  to  deferral  under the  Deferred
Compensation Plan pursuant to an agreement  executed by a Non-Employee  Director
and the Company in accordance with the terms of the Deferred Compensation Plan.

            "Market  Value per Share"  means  either (a) the closing  price of a
share of Common Stock as reported on the New York Stock Exchange (the "NYSE") on
the  date as of  which  such  value is being  determined,  or,  if there  are no
reported  transactions  for such  date,  on the next  preceding  date for  which
transactions  were  reported,  as published  in the Midwest  Edition of The Wall
Street Journal, or (b) if there is no reporting of transactions on the NYSE, the
fair market  value of a share of Common  Stock as  determined  by the Board from
time to time.

            "Non-Employee  Director"  means a member  of the Board who is not an
Employee.

            "Optionee" means a Non-Employee  Director to whom an Option Right is
awarded under this Plan.

            "Option Price" means the purchase price payable upon the exercise of
an Option Right.

            "Option  Right"  means the right to purchase  shares of Common Stock
from the Company upon the exercise of an option awarded hereunder.

            "Participant"  means a  Non-Employee  Director  (or a person who has
agreed to  commence  serving in such  capacity)  who is selected by the Board to
receive Awards under this Plan, who is entitled to receive Mandatory Meeting Fee
Shares,  Mandatory Retainer Shares, or Mandatory Committee Fee Shares or who has
elected to receive Voluntary Shares.

            "Participation   Agreement"  means  the  agreement  submitted  by  a
Non-Employee  Director  to the  Secretary  of the  Company  pursuant  to which a
Non-Employee  Director  may elect to  receive  all or any  portion of his or her
Retainer in the form of Voluntary Shares for a specified period in the future.

            "Performance  Objectives" means the performance  objectives that may
be  established  by the Board  pursuant to this Plan for  Participants  who have
received Awards.

            "Plan"  means  the  Amended  and  Restated   1997  Equity  Plan  for
Non-Employee Directors of Playboy Enterprises,  Inc. as set forth herein, as the
same may be amended or restated from time to time.

            "Restricted  Stock" means Common Stock awarded pursuant to Section 5
of this Plan as to which  neither the  substantial  risk of  forfeiture  nor the
restrictions on transfer referred to in Section 5 hereof have expired.

            "Restricted  Stockholder"  means  a  Non-Employee  Director  to whom
Restricted Stock has been awarded under this Plan.


                                       2
<PAGE>

            "Retainer"  means the portion of a  Non-Employee  Director's  annual
compensation  that is payable  without  regard to the  number of board  meetings
attended or committee  positions  held,  as determined by the Board from time to
time,  but for purposes of Section 7 of this Plan shall not include (a) any such
compensation  subject to deferral under the Deferred  Compensation Plan pursuant
to  an  agreement  executed  by a  Non-Employee  Director  and  the  Company  in
accordance  with the terms of the  Deferred  Compensation  Plan and (b) any such
compensation  which is issued to a Non-Employee  Director as Mandatory  Retainer
Shares pursuant to Section 6(b) hereof.

            "Rule 16b-3" means Rule 16b-3 under the  Securities  Exchange Act of
1934, as amended or any successor rule.

            "Subsidiary"  means any  corporation,  partnership,  joint  venture,
limited liability company,  unincorporated association or other entity (each, an
"Entity") in an unbroken chain of Entities beginning with the Company if each of
the Entities other than the last Entity in the unbroken chain then owns stock or
other interests possessing 50 percent or more of the total combined voting power
of all classes of stock or other  interests in one of the other Entities in such
chain.

            "Termination  of  Directorship"  means the time  when a  Participant
ceases  to be a  Director  for any  reason,  including,  without  limitation,  a
termination by resignation,  removal, failure to be elected or reelected,  death
or retirement.

            "Valuation Date" has the meaning set forth in Section 6(a).

            "Voluntary Shares" has the meaning set forth in Section 7(a).

      3. Shares  Available under the Plan.  Subject to adjustment as provided in
Section  9 of this  Plan,  the  number  of  shares  of  Common  Stock  issued or
transferred,  plus the number of shares of Common Stock  covered by  outstanding
Awards and not  forfeited  under this Plan,  shall not in the  aggregate  exceed
600,000  shares,  which may be shares of  original  issuance  or shares  held in
treasury or a  combination  thereof.  If an Option  Right  lapses or  terminates
before such Option is  exercised or shares of  Restricted  Stock or Common Stock
Grants are forfeited,  for any reason,  the shares covered  thereby may again be
made  subject to Awards or issued as  Mandatory  Meeting Fee  Shares,  Mandatory
Retainer Shares,  Mandatory  Committee Fee Shares or Voluntary Shares under this
Plan.

      4.  Option  Rights.  The Board may from time to time  authorize  Awards to
Participants  of Options to purchase  shares of Common Stock upon such terms and
conditions  as  the  Board  may  determine  in  accordance  with  the  following
provisions:

                  (a) Each Award  shall  specify  the number of shares of Common
Stock to which the Option Rights pertain.

                  (b) Each Award of Option  Rights shall specify an Option Price
per share of Common  Stock,  which shall be equal to or greater  than the Market
Value per Share on the Date of Award.

                  (c) Each  Award of Option  Rights  shall  specify  the form of
consideration  to be paid in  satisfaction of the Option Price and the manner of
payment  of such  consideration,  which  may  include  (i)  cash in the  form of
currency  or check or other cash  equivalent  acceptable  to the  Company,  (ii)
nonforfeitable, nonrestricted shares of Common Stock, which are already owned by
the  Optionee  and  have a value at the  time of  exercise  that is equal to the
Option  Price,  (iii)  any  other  legal  consideration  that the Board may deem
appropriate, including, without limitation, any form of consideration authorized
under Section 4(d) below, on such basis as the Board may determine in accordance
with this Plan,  and (iv) any  combination of the  foregoing.  In addition,  the
Board may, in its  discretion and whether or not specified in an Award of Option
Rights,  permit  payment  of the  Option  Price  by a  "net  exercise"  via  the
forfeiture to the Company of a portion of the Option Rights pertaining to shares
of Common Stock with a value (based on the Market Value per Share on the date of
such forfeiture) equal to the exercise price of the portion of the Option Rights
being exercised plus the applicable tax withholding amount.


                                       3
<PAGE>

                  (d) On or after  the Date of Award of any  Option  Right,  the
Board may  determine  that payment of the Option Price may also be made in whole
or in part in the form of shares of  Restricted  Stock or other shares of Common
Stock that are subject to risk of forfeiture or restrictions on transfer. Unless
otherwise  determined  by the Board on or after the Date of Award,  whenever any
Option  Price  is paid in  whole  or in part by  means  of any of the  forms  of
consideration  specified  in this  Section  4(d),  the  shares of  Common  Stock
received by the Optionee  upon the exercise of the Option Right shall be subject
to the same  risks of  forfeiture  or  restrictions  on  transfer  as those that
applied to the  consideration  surrendered by the Optionee;  provided,  however,
that such risks of forfeiture and  restrictions  on transfer shall apply only to
the same number of shares of Common Stock received by the Optionee as applied to
the  forfeitable  or  restricted  shares  of  Common  Stock  surrendered  by the
Optionee.

                  (e) Any Award of Option  Rights may provide  for the  deferred
payment of the Option  Price from the  proceeds of sale through a broker of some
or all of the shares of Common Stock to which the exercise relates.

                  (f)  Successive  Awards  may be made to the  same  Participant
regardless of whether any Option Rights  previously  awarded to the  Participant
remain unexercised.

                  (g)  Each  Award  shall  specify  the  period  or  periods  of
continuous service as a Non-Employee Director by the Optionee that are necessary
or  Performance  Objectives  that must be achieved  before the Option  Rights or
installments thereof shall become exercisable, and any Award may provide for the
earlier exercise of the Option Rights in the event of a change in control of the
Company or other transaction or event.

                  (h) The term of an  Option  Right  shall be set by the  Board;
provided,  however,  that no Option Right awarded pursuant to this Section 4 may
have a term of more than 10 years from the Date of Award.

                  (i) Each  Award of an Option  Right  shall be  evidenced  by a
written Stock Option Agreement, which shall be executed on behalf of the Company
by any officer  thereof and  delivered to and accepted by the Optionee and shall
contain such terms and  provisions  as the Board may determine  consistent  with
this Plan.

      5. Common Stock Grants and Restricted  Stock. The Board may also authorize
Awards to  Participants  of Common Stock Grants and  Restricted  Stock upon such
terms and conditions as the Board may determine in accordance with the following
provisions:

                  (a) A Common  Stock  Grant  consists  of the  transfer  by the
Company  to a  Participant  of shares of Common  Stock in  consideration  and as
additional  compensation for services  performed for the Company.  Each Award of
Common Stock Grants and Restricted Stock shall constitute an immediate  transfer
of the ownership of shares of Common Stock to the  Participant in  consideration
of the performance of services,  entitling such Participant to dividend,  voting
and other  ownership  rights,  subject  to, in the case of Awards of  Restricted
Stock,   the  substantial  risk  of  forfeiture  and  restrictions  on  transfer
hereinafter referred to.

                  (b) Each Award of  Restricted  Stock  shall  provide  that the
shares of Restricted  Stock covered  thereby shall be subject to a  "substantial
risk of forfeiture" within the meaning of Section 83 of the Code for a period to
be  determined  by the  Board  on the Date of  Award,  and may  provide  for the
termination  of  such  risk  of  forfeiture  upon  the  achievement  of  certain
Performance  Objectives,  in the event of a change in control of the Company, or
upon any other transaction or event.

                  (c) Each Award of Restricted  Stock shall  provide  during the
period for which such  substantial  risk of forfeiture  is to continue,  and any
Award of Common Stock Grants may provide, that the transferability of the shares
of Common Stock  subject to such Awards shall be prohibited or restricted in the
manner  and to the  extent  prescribed  by the Board on the Date of Award.  Such
restrictions  may include,  without  limitation,  rights of  repurchase or first
refusal in the Company or provisions  subjecting the shares of Restricted  Stock
to a continuing substantial risk of forfeiture in the hands of any transferee.

                  (d) Any Award of a Common Stock Grant or Restricted  Stock may
be made in consideration of payment by the Participant of an amount that is less
than the Market Value per Share on the Date of


                                       4
<PAGE>

Award,  but in no event  shall  the  value of the  consideration  provided  with
respect to any such Award be less than the par value per share of Common Stock.

                  (e) Any Award of Restricted  Stock may require that any or all
dividends or other  distributions  paid on the shares of Restricted Stock during
the period of such  restrictions be automatically  sequestered and reinvested on
an immediate or deferred basis in additional  shares of Common Stock,  which may
be  subject  to the same  restrictions  as the  underlying  award or such  other
restrictions as the Board may determine.

                  (f) Each Award of a Common  Stock Grant and  Restricted  Stock
shall be evidenced by a Stock Grant Agreement or Restricted  Stock Agreement (as
the case may be),  which  shall be  executed  on  behalf of the  Company  by any
officer  thereof and  delivered  to and  accepted by the  Participant  and shall
contain such terms and  provisions  as the Board may determine  consistent  with
this Plan. Unless otherwise directed by the Board, Restricted Stock will be held
in  book-entry  form  by the  Company  as  custodian  for the  Participant.  Any
certificates  representing  shares of  Restricted  Stock,  together with a stock
power  endorsed  in blank by the  Participant  with  respect  to the  shares  of
Restricted Stock, shall be held in custody by the Company until all restrictions
thereon lapse.

                  (g) The  Board may  provide,  at or after the Date of Award of
any Common  Stock  Grant or  Restricted  Stock,  for the payment of a cash award
intended  to  offset  the  amount  of tax  that  the  Participant  may  incur in
connection with such Common Stock Grant or Restricted Stock, including,  without
limitation, tax on the receipt of such cash award.

                  (h) The  Board  may  provide  in any  individual  Stock  Grant
Agreement or Restricted Stock Agreement that the Company shall have the right to
repurchase  the  Restricted  Stock  then  subject  to  restrictions   under  the
Restricted  Stock  Agreement,  or the Common  Stock  subject to the Common Stock
Grant,  immediately  upon a Termination of Directorship for any reason at a cash
price  per  share  equal to the cash  price  paid by the  Participants  for such
Restricted Stock or Common Stock. In the discretion of the Board,  provision may
be made  that no  such  right  of  repurchase  shall  exist  in the  event  of a
Termination  of  Directorship  without  cause or  because  of the  Participant's
retirement, death or permanent and total disability.

      6. Mandatory Meeting Fee, Retainer, and Committee Fee Shares.

                  (a) Commencing  with the first meeting of the Board  following
the effective  date of this Plan,  all Meeting Fees shall be payable in the form
of Mandatory  Meeting Fee Shares.  No later than ten (10) days following the end
of an Accounting Period (the "Issuance  Date"),  the Company shall issue to each
Non-Employee  Director a number of Mandatory Meeting Fee Shares equal to (i) the
amount of such Director's  Meeting Fees for such Accounting  Period,  divided by
(ii) the Market Value per Share on the last day of each  Accounting  Period (the
"Valuation  Date") with respect to which such  Meeting Fees are payable.  To the
extent  that the  application  of the  foregoing  formula  would  result  in the
issuance of fractional  shares of Common Stock, any such fractional shares shall
be disregarded,  and the remaining amount of Meeting Fees shall be paid in cash.
The Company  shall pay any and all fees and  commissions  incurred in connection
with the payment of Mandatory Meeting Fee Shares to a Director.

                  (b)  Commencing on January 1, 2001,  50% of each  Non-Employee
Director's  Retainer shall be payable in the form of Mandatory  Retainer Shares.
Upon the Issuance Date, the Company shall issue to each Non-Employee  Director a
number  of  Mandatory  Retainer  Shares  equal to (i) 50% of the  amount of such
Director's Retainer for such accounting period, divided by (ii) the Market Value
per Share on the applicable  Valuation  Date. To the extent that the application
of the foregoing  formula  would result in the issuance of fractional  shares of
Common Stock, any such fractions shares shall be disregarded,  and the remaining
amount of such portion of the Non-Employee  Director's Retainer shall be paid in
cash.  The  Company  shall  pay any and all fees  and  commissions  incurred  in
connection with the payment of Mandatory Retainer Shares to a Director.

                  (c)  Commencing on January 1, 2003,  50% of each  Non-Employee
Director's  Committee  Fees shall be payable in the form of Mandatory  Committee
Fee Shares. Upon the Issuance Date, the Company shall issue to each Non-Employee
Director a number of  Mandatory  Committee  Fee  Shares  equal to (i) 50% of the
amount of such Director's Committee Fees for such accounting period,  divided by
(ii) the Market Value per Share on the applicable  Valuation Date. To the extent
that the  application  of the foregoing  formula would result


                                       5
<PAGE>

in the issuance of fractional  shares of Common Stock, any such fractions shares
shall  be  disregarded,  and  the  remaining  amount  of  such  portion  of  the
Non-Employee  Director's Committee Fees shall be paid in cash. The Company shall
pay any and all fees and commissions  incurred in connection with the payment of
Mandatory Committee Fee Shares to a Director

      7. Voluntary Shares. Each Non-Employee Director shall be eligible to elect
to receive shares of Common Stock in accordance with the following provisions:

                  (a) Prior to the  commencement of the Company's  Calendar Year
(or by such other date as may be  specified  by the Board),  a  Participant  may
elect, by the filing of a Participation  Agreement, to have up to 100 percent of
his or her  Retainer  and/or  Committee  Fees paid by the Company in the form of
shares of Common Stock in lieu of a cash payment (the "Voluntary Shares").  Such
Participation  Agreement  must,  except as the Board may otherwise  provide,  be
filed as a  one-time  election  for the  applicable  Calendar  Year.  Unless the
Director  revokes  or  changes  such  election  by  filing  a new  Participation
Agreement by the due date therefor specified in this Section 7(a), such election
shall apply to a Participant's  Retainer for each subsequent Calendar Year. Once
an election has been  terminated,  another  election  may not be made  effective
until the  commencement  of the next  subsequent  full  Calendar Year unless the
Board shall have otherwise provided.

                  (b) No later than the Issuance  Date,  the Company shall issue
to each  Participant  who has made an election  under  Section 7(a), a number of
Voluntary Shares for the prior Accounting Period equal to (i) the amount of such
Director's  Retainer and  Committee  Fees for such  Accounting  Period that such
Director has elected to receive as Voluntary Shares,  divided by (ii) the Market
Value per Share on the Valuation Date. To the extent that the application of the
foregoing  formula would result in the issuance of  fractional  shares of Common
Stock, any such fractional shares shall be disregarded, and the remaining amount
of the Retainer and Committee  Fees shall be paid in cash. The Company shall pay
any and all fees and commissions  incurred in connection with the payment of the
Voluntary Shares to a Director.

      8. Transferability.

                  (a) Except as may be otherwise  determined  by the Board,  (i)
Awards,  Mandatory  Meeting Fee Shares,  Mandatory  Retainer  Shares,  Mandatory
Committee  Fee Shares and  Voluntary  Shares  issued or granted  under this Plan
shall be issued only to a Participant,  (ii) Option Rights and Restricted  Stock
may be  transferred  by a  Participant  only by will or the laws of descent  and
distribution,   and  (iii)  Option   Rights  may  not  be  exercised   during  a
Participant's  lifetime  except  by the  Participant  or,  in the  event  of the
Participant's legal incapacity,  by his guardian or legal representative  acting
in a fiduciary  capacity on behalf of the Participant  under state law and court
supervision.

                  (b) Any Award made under this Plan may provide that all or any
part of the shares of Common Stock that are to be issued or  transferred  by the
Company  upon the  exercise of Option  Rights,  or are no longer  subject to the
substantial  risk of  forfeiture  and  restrictions  on transfer  referred to in
Section 5 of this Plan, shall be subject to further restrictions upon transfer.

                  (c) To  the  extent  required  to  satisfy  any  condition  to
exemption  available  pursuant  to Rule  16b-3,  Mandatory  Meeting  Fee Shares,
Mandatory Retainer Shares,  Mandatory  Committee Fee Shares and Voluntary Shares
acquired by a Participant  shall be held by the  Participant  for a period of at
least six months following the date of such acquisition.

      9. Adjustments.  The Board may make or provide for such adjustments in the
(a) number of shares of Common Stock covered by outstanding  Awards,  payable as
Mandatory Meeting Fee Shares,  Mandatory Retainer Shares or Mandatory  Committee
Fee Shares or subject to elections to receive Voluntary  Shares,  (b) prices per
share applicable to Option Rights,  and (c) kind of shares  (including,  without
limitation,  shares of another issuer) covered thereby, as the Board in its sole
discretion  may in good faith  determine  to be  equitably  required in order to
prevent  dilution or  enlargement of the rights of  Participants  that otherwise
would result from (x) any stock  dividend,  stock split,  combination of shares,
recapitalization  or other change in the capital  structure of the Company,  (y)
any  merger,  consolidation,   spin-off,  split-off,  split-up,  reorganization,
partial or complete  liquidation or other distribution of assets, or issuance of
rights or warrants to purchase securities or (z) any other corporate transaction
or event having


                                       6
<PAGE>

an effect similar to any of the foregoing.  In the event of any such transaction
or event,  the Board may  provide  in  substitution  for any or all  outstanding
Awards,  Mandatory  Meeting Fee Shares,  Mandatory  Retainer  Shares,  Mandatory
Committee  Fee  Shares or  Voluntary  Shares to be issued  under  this Plan such
alternative  consideration  as it may in good faith  determine  to be  equitable
under the circumstances and may require in connection therewith the surrender of
all Awards,  Mandatory Meeting Fee Shares,  Mandatory Retainer Shares, Mandatory
Committee Fee Shares or Voluntary Shares so replaced. The Board may also make or
provide for such  adjustments  in the numbers  and kind of shares  specified  in
Section  3 of  this  Plan  as  the  Board  may in  good  faith  determine  to be
appropriate  in order to reflect  any  transaction  or event  described  in this
Section 9.

      10.  Fractional  Shares.  The  Company  shall not be required to issue any
fractional  shares of Common Stock  pursuant to this Plan. The Board may provide
for the elimination of fractions, for the settlement thereof in cash or for such
other adjustments as the Board may deem appropriate under this Plan.

      11. Withholding Taxes. To the extent, if any, that the Company is required
to  withhold  federal,  state,  local or foreign  taxes in  connection  with any
payment  made or benefit  realized by a  Participant  or other person under this
Plan,  and  the  amounts  available  to the  Company  for  the  withholding  are
insufficient,  it shall be a condition to the receipt of any such payment or the
realization  of any such benefit that the  Participant or such other person make
arrangements satisfactory to the Company for payment of the balance of any taxes
required to be withheld.  At the discretion of the Board, any such  arrangements
may include  relinquishment  of a portion of any such  payment or  benefit.  The
Company  and  any  Participant  or such  other  person  may  also  make  similar
arrangements  with  respect to the  payment  of any taxes with  respect to which
withholding is not required.

      12. Certain Terminations of Directorships.

                  (a)  Notwithstanding  any other  provision of this Plan to the
contrary,  in the event of a Termination of  Directorship  by reason of death or
disability,  or in the event of hardship or other  special  circumstances,  of a
Participant  who  holds  an  Option  Right  that is not  immediately  and  fully
exercisable or any Award as to which the  substantial  risk of forfeiture or the
prohibition or restriction on transfer has not lapsed, the Board may in its sole
discretion take any action that it deems to be equitable under the circumstances
or in the best interests of the Company, including, without limitation,  waiving
or modifying any limitation or requirement  with respect to any Award under this
Plan.

                  (b) If a  Non-Employee  Director  becomes  an  Employee  while
continuing  to serve as a  Director,  that  fact  alone  shall  not  result in a
Termination  of  Directorship  or otherwise  impair the rights such Director may
have under this Plan,  including,  without limitation,  the rights such Director
may have under any Award outstanding under this Plan, but such Director shall no
longer be eligible to receive any further Awards,  Mandatory Meeting Fee Shares,
Mandatory  Retainer Shares,  Mandatory  Committee Fee Shares or Voluntary Shares
under this Plan.

      13. Administration.

                  (a) Administration by the Board;  Delegation.  This Plan shall
be  administered  by the Board,  which may from time to time delegate all or any
part of its authority under this Plan to a committee or subcommittee of not less
than two  Directors  appointed  by the  Board who are  "non-employee  directors"
within the meaning of that term as defined in Rule  16b-3.  To the extent of any
delegation  by the Board under this Plan,  references  in this Plan to the Board
shall also refer to the applicable  committee or  subcommittee.  The majority of
any such committee or subcommittee  shall constitute a quorum, and the action of
a majority of its  members  present at any meeting at which a quorum is present,
or acts unanimously approved in writing,  shall be the acts of such committee or
subcommittee.

                  (b)  Administrative  Powers. The Board shall have the power to
interpret this Plan, the Option Rights,  the Common Stock Grants, the Restricted
Stock,  the procedures for issuance of Mandatory  Meeting Fee Shares,  Mandatory
Retainer  Shares or  Mandatory  Committee  Fee Shares and  elections  to receive
Voluntary Shares,  and the agreements  pursuant to which the Option Rights,  the
Common Stock Grants,  the Restricted  Stock,  the Mandatory  Meeting Fee Shares,
Mandatory  Retainer  Shares,  Mandatory  Committee  Fee Shares and the Voluntary
Shares are awarded and issued (including Participation Agreements), and to adopt
such rules for the


                                       7
<PAGE>

administration,  interpretation  and  application  of this Plan  (including  the
administration of this Plan in conjunction with the Deferred Compensation Plan),
and such  agreements as are  consistent  therewith  and to  interpret,  amend or
revoke  any such  rules.  Any  Award  under  this Plan need not be the same with
respect to each Optionee or Restricted Stockholder.

                  (c) Professional Assistance;  Good Faith Actions. All expenses
and  liabilities  which  members  of the  Board  incur  in  connection  with the
administration of this Plan shall be borne by the Company.  The Board may employ
attorneys, consultants,  accountants,  appraisers, brokers or other persons. The
Board, the Company and the Company's officers and Directors shall be entitled to
rely upon the advice,  opinions or valuations  of any such persons.  All actions
taken and all interpretations and determinations made by the Board in good faith
shall be final and  binding  upon all  Participants,  the  Company and all other
interested  persons.  No members of the Board shall be personally liable for any
action,  determination or interpretation made in good faith with respect to this
Plan, or any Option, Common Stock Grant, Restricted Stock, Mandatory Meeting Fee
Shares,  Mandatory Retainer Shares,  Mandatory Committee Fee Shares or Voluntary
Shares,  and all members of the Board shall be fully protected by the Company in
respect of any such action, determination or interpretation.

      14. Amendment, Suspension, Termination and Other Matters.

                  (a) This Plan may be wholly or partially  amended or otherwise
modified, suspended or terminated at any time or from time to time by the Board.
However,  without further approval of the stockholders of the Company, no action
of the Board may,  except as  provided in Section 9 of this Plan,  increase  the
limits  imposed in  Section 3 on the  maximum  number of shares of Common  Stock
which may be issued  under  this  Plan,  and no action of the Board may be taken
that would otherwise require stockholder  approval as a matter of applicable law
or the rules of any U.S. stock exchange, including the NYSE, on which the Common
Stock may be listed for  trading or  authorized  for  quotation.  No  amendment,
suspension or termination of this Plan shall,  without the consent of the holder
of an  Award,  alter or  impair  any  rights  or  obligations  under  any  Award
theretofore granted, unless the Award itself otherwise expressly so provides.

                  (b)  The  Board  may  make   under  this  Plan  any  Award  or
combination  of  Awards   authorized   under  this  Plan  in  exchange  for  the
cancellation of an Award that was not made under this Plan.

                  (c)  Except as  provided  in Section  14(b) of this Plan,  the
making of one or more Awards to a  Non-Employee  Director  under this Plan shall
not preclude the making of Awards to such Non-Employee  Director under any other
stock option or incentive plan previously or subsequently  adopted by the Board,
nor shall the fact that a Non-Employee  Director has received one or more awards
under any other stock  option or  incentive  plan of the Company  preclude  such
Non-Employee Director from receiving awards under this Plan.

      15.  Termination  of the Plan. No further  awards shall be made under this
Plan after the  passage of 10 years  from May 23,  2007,  the date on which this
Plan, as amended, is approved by the stockholders of the Company.

      16.  Effective  Date. The effective date of this Plan shall be the date of
its  adoption  by the  Board of  Directors.  This Plan and all  Awards  granted,
Mandatory  Meeting Fee Shares  issued,  and any  elections to receive  Voluntary
Shares effected prior to the stockholder approval hereinafter  mentioned,  shall
be void and of no  further  force and  effect  unless  this Plan shall have been
approved at a meeting of  stockholders of the Company called for such purpose by
the affirmative  vote of a majority of the shares of Class A Common Stock of the
Company represented in person or by proxy.


                                       8