**As Amended March 1, 2001**

**INCENTIVE PLAN OF****EDGEPETROLEUM CORPORATION**

**(As Amended and RestatedEffective as of July 27, 1999)**

             1.          *Plan*. This Incentive Plan of Edge Petroleum Corporation (the “Plan”) wasadopted by Edge Petroleum Corporation to reward certain corporate officers andkey employees of Edge Petroleum Corporation and certain independent consultantsby enabling them to acquire shares of common stock of Edge PetroleumCorporation.

             2.          *Objectives*.  This Plan is designed to attract and retain key employees of theCompany and its Subsidiaries (as hereinafter defined), to attract and retainqualified directors of the Company, to attract and retain consultants and otherindependent contractors, to encourage the sense of proprietorship of suchemployees, directors and independent contractors and to stimulate the activeinterest of such persons in the development and financial success of theCompany and its Subsidiaries.  Theseobjectives are to be accomplished by making Awards (as hereinafter defined) underthis Plan and thereby providing Participants (as hereinafter defined) with aproprietary interest in the growth and performance of the Company and itsSubsidiaries.

             3.          *Definitions*.  As used herein, the terms set forth below shall have thefollowing respective meanings:

             “Annual Director Award Date” means,for each year beginning on or after the IPO Closing Date, the first businessday of the month next succeeding the date upon which the annual meeting ofstockholders of the Company is held in such year.

             “Authorized Officer” means theChairman of the Board or the Chief Executive Officer of the Company (or anyother senior officer of the Company to whom either of them shall delegate theauthority to execute any Award Agreement).

             “Award” means an Employee Award, aDirector Award or an Independent Contractor Award.

             “Award Agreement” means anyEmployee Award Agreement, Director Award Agreement or Independent ContractorAward Agreement.

             “Board” means the Board ofDirectors of the Company.

             “Cash Award” means an awarddenominated in cash.

             “Code” means the Internal RevenueCode of 1986, as amended from time to time.

             “Committee” means the CompensationCommittee of the Board or such other committee of the Board as is designated bythe Board to administer the Plan.

             “Common Stock” means the CommonStock, par value $.01 per share, of the Company.

             “Company” means Edge PetroleumCorporation, a Delaware corporation.

             “Director” means an individualserving as a member of the Board.

             “Director Award” means the grant ofa Director Option or a Director Stock Award.

             “Director Award Agreement” means awritten agreement between the Company and a Participant who is a NonemployeeDirector setting forth the terms, conditions and limitations applicable to aDirector Award.

             “Director Stock Award” means aStock Award granted to a Nonemployee Director pursuant to the applicable terms,conditions and limitations specified in paragraph 9(b) hereof.

             “Disability” means, with respect toa Nonemployee Director, the inability to perform the duties of a Director for acontinuous period of more than three months by reason of any medicallydeterminable physical or mental impairment.

             “Dividend Equivalents” means, withrespect to shares of Restricted Stock that are to be issued at the end of the Restriction Period, an amountequal to all dividends and other distributions (or the economic equivalentthereof) that are payable to stockholders of record during the RestrictionPeriod on a like number of shares of Common Stock.

             “Employee” means an employee of theCompany or any of its Subsidiaries and an individual who has agreed to becomean Employee of the Company or any of its Subsidiaries and actually becomes suchan Employee within the following six months.

             “Employee Award” means the grant ofany Option, SAR, Stock Award, Cash Award or Performance Award, whether grantedsingly, in combination or in tandem, to a Participant who is an Employeepursuant to such applicable terms, conditions and limitations as the Committeemay establish in order to fulfill the objectives of the Plan.

             “Employee Award Agreement” means awritten agreement between the Company and a Participant who is an Employeesetting forth the terms, conditions and limitations applicable to an EmployeeAward.

             “Exchange Act” means the SecuritiesExchange Act of 1934, as amended from time to time.
             “Fair Market Value” of a share ofCommon Stock means, as of a particular date, (i) if shares of Common Stock arelisted on a national securities exchange, the mean between the highest andlowest sales price per share of Common Stock on the consolidated transactionreporting system for the principal national securities exchange on which sharesof Common Stock are listed on that date, or, if there shall have been no suchsale so reported on that date, on the last preceding date on which such a salewas so reported, (ii) if shares of Common Stock are not so listed but arequoted on the Nasdaq National Market, the mean between the highest and lowestsales price per share of Common Stock reported by the Nasdaq National Market onthat date, or, if there shall have been no such sale so reported on that date,on the last preceding date on which such a sale was so reported,  (iii) if the Common Stock is not so listedor quoted, the mean between the closing bid and asked price on that date, or,if there are no quotations available for such date, on the last preceding dateon which such quotations shall be available, as reported by the Nasdaq StockMarket, or, if not reported by the Nasdaq Stock Market, by the NationalQuotation Bureau Incorporated or (iv) if shares of Common Stock are notpublicly traded, the most recent value determined by an independent appraiserappointed by the Company for such purpose; provided that, notwithstanding theforegoing, “Fair Market Value” in the case of any Award made in connection withthe IPO, means the price per share to the public of the Common Stock in theIPO, as set forth in the final prospectus relating to the IPO.

             “Incentive Option” means an Optionthat is intended to comply with the requirements set forth in Section 422 ofthe Code.

             “Independent Contractor” means aperson providing services to the Company or any of its Subsidiaries except anEmployee or Nonemployee Director.

             “Independent Contractor Award” meansthe grant of any Nonqualified Stock Option, SAR, Stock Award, Cash Award orPerformance Award, whether granted singly, in combination or in tandem, to aParticipant who is an Independent Contractor pursuant to such applicable terms,conditions and limitations as the Committee may establish in order to fulfillthe objectives of the Plan.

             “Independent Contractor AwardAgreement” means a written agreement between the Company and a Participant whois an Independent Contractor setting forth the terms, conditions andlimitations applicable to an Independent Contractor Award.

             “IPO” means the first time aregistration statement filed under the Securities Act of 1933 and respecting anunderwritten primary offering by the Company of shares of Common Stock is declaredeffective under that Act and the shares registered by that registrationstatement are issued and sold by the Company (otherwise than pursuant to theexercise of any overallotment option).

             “IPO Closing Date” means the dateon which the Company first receives payment for the shares of Common Stock itsells in the IPO.

             “Nonemployee Director” has themeaning set forth in paragraph 4(b) hereof.

             “Nonqualified Stock Option” meansan Option that is not an Incentive Option.

             “Option” means a right to purchasea specified number of shares of Common Stock at a specified price.

             “Participant” means an Employee,Director or Independent Contractor to whom an Award has been made under thisPlan.

             “Performance Award” means an awardmade pursuant to this Plan to a Participant who is an Employee or IndependentContractor who is subject to the attainment of one or more Performance Goals.

             “Performance Goal” means a standardestablished by the Committee, to determine in whole or in part whether aPerformance Award shall be earned.

             “Restricted Stock” means any CommonStock that is restricted or subject to forfeiture provisions.

             “Restriction Period” means a periodof time beginning as of the date upon which an Award of Restricted Stock ismade pursuant to this Plan and ending as of the date upon which the CommonStock subject to such Award is no longer restricted or subject to forfeitureprovisions.

             “Rule 16b-3” means Rule 16b-3promulgated under the Exchange Act, or any successor rule.

             “SAR” means a right to receive apayment, in cash or Common Stock, equal to the excess of the Fair Market Valueor other specified valuation of a specified number of shares of Common Stock onthe date the right is exercised over a specified strike price, in each case, asdetermined by the Committee.

             “Stock Award” means an award in theform of shares of Common Stock or units denominated in shares of Common Stock.

             “Subsidiary” means (i) in the caseof  a corporation, any corporation ofwhich the Company directly or indirectly owns shares representing more than 50%of the combined voting power of the shares of all classes or series of capitalstock of such corporation which have the right to vote generally on matterssubmitted to a vote of the stockholders of such corporation and (ii) in thecase of a partnership or other business entity not organized as a corporation,any such business entity of which the Company directly or indirectly owns morethan 50% of the voting, capital or profits interests (whether in the form ofpartnership interests, membership interests or otherwise).
             4.          *Eligibility.*

(a)         *Employees*.   Key Employees eligible for Employee Awardsunder this Plan are those who hold positions of responsibility and whoseperformance, in the judgment of the Committee, can have a significant effect onthe success of the Company and its Subsidiaries, including those individualswho are expected to become Employees within six months.

(b)        *Directors*.   Directors eligible for Director Awardsunder this Plan are those who are not employees of the Company or any of itsSubsidiaries (“Nonemployee Directors”).

(c)         *IndependentContractors*.  IndependentContractors eligible for Independent Contractor Awards under this Plan arethose Independent Contractors providing services to, or who will provide servicesto, the Company or any of its Subsidiaries.

             5.          *Common Stock Available for Awards*.  Subject to the provisions ofparagraph 15 hereof, there shall be available for Awards under this Plangranted wholly or partly in Common Stock (including rights or options that maybe exercised for or settled in Common Stock) an aggregate of 1,200,000 sharesof Common Stock, all of which shall be available for Incentive Options.  The number of shares of Common Stock thatare the subject of Awards under this Plan, that are forfeited or terminated,expire unexercised, are settled in cash in lieu of Common Stock or in a mannersuch that all or some of the shares covered by an Award are not issued to aParticipant or are exchanged for Awards that do not involve Common Stock, shallagain immediately become available for Awards hereunder.  The Committee may from time to time adoptand observe such procedures concerning the counting of shares against the Planmaximum as it may deem appropriate.  TheBoard and the appropriate officers of the Company shall from time to time takewhatever actions are necessary to file any required documents with governmentalauthorities, stock exchanges and transaction reporting systems to ensure thatshares of Common Stock are available for issuance pursuant to Awards.

             6.          *Administration*.

(a)         This Plan, as it applies toParticipants who are Employees or Independent Contractors but not with respectto Participants who are Nonemployee Directors, shall be administered by theCommittee.  To the extent required inorder for Employee Awards to be exempt from Section 16 of the Exchange Act byvirtue of the provisions of Rule 16b-3, the Committee shall consist of at least two members of the Board who meetthe requirements of the definition of “non-employee director” set forth in Rule16b-3(b)(3)(i) promulgated under the Exchange Act.

(b)        Subject to the provisions hereof,insofar as this Plan relates to the Employee Awards or Independent ContractorAwards, the Committee shall have full and exclusive power and authority toadminister this Plan and to take all actions that are specifically contemplatedhereby or are necessary or appropriate in connection with the administrationhereof.  Insofar as this Plan relates toEmployee Awards or Independent Contractor Awards, the Committee shall also havefull and exclusive power to interpret this Plan and to adopt such rules,regulations and guidelines for carrying out this Plan as it may deem necessaryor proper, all of which powers shall be exercised in the best interests of theCompany and in keeping with the objectives of this Plan.  The Committee may, in its discretion,provide for the extension of the exercisability of an Employee Award orIndependent Contractor Award, accelerate the vesting or exercisability of anEmployee Award or Independent Contractor Award, eliminate or make lessrestrictive any restrictions contained in an Employee Award or IndependentContractor Award, waive any restriction or other provision of this Plan(insofar as such provision relates to Employee Awards or to IndependentContractor Awards) or an Employee Award or Independent Contractor Award orotherwise amend or modify an Employee Award or Independent Contractor Award inany manner that is either (i) not adverse to the Participant to whom suchEmployee Award or Independent Contractor Award was granted or (ii) consented toby such Participant.  The Committee maymake an award to an individual who it expects to become an Employee of theCompany or any of its Subsidiaries within the next six months, with such awardbeing subject to the individuals actually becoming an Employee within such timeperiod, and subject to such other terms and conditions as may be established bythe Committee.  The Committee maycorrect any defect or supply any omission or reconcile any inconsistency inthis Plan or in any Employee Award or Independent Contractor Award in themanner and to the extent the Committee deems necessary or desirable to furtherthe Plan purposes.  Any decision of theCommittee in the interpretation and administration of this Plan shall liewithin its sole and absolute discretion and shall be final, conclusive andbinding on all parties concerned.

(c)         No member of the Committee or officerof the Company to whom the Committee has delegated authority in accordance withthe provisions of paragraph 7 of this Plan shall be liable for anything done oromitted to be done by him or her, by any member of the Committee or by anyofficer of the Company in connection with the performance of any duties underthis Plan, except for his or her own willful misconduct or as expresslyprovided by statute.

             7.          *Delegation of Authority*.  The Committee may delegate to the ChiefExecutive Officer and to other senior officers of the Company its duties underthis Plan pursuant to such conditions or limitations as the Committee mayestablish, except that the Committee may not delegate to any person theauthority to grant Awards to, or take other action with respect to,Participants who are subject to Section 16 of the Exchange Act.

             8.          *Employee and Independent Contractor Awards*.

(a)         The Committee shall determine the typeor types of Employee Awards to be made under this Plan and shall designate fromtime to time the Employees who are to be the recipients of such Awards.  Each Employee Award may be embodied in anEmployee Award Agreement, which shall contain such terms, conditions andlimitations as shall be determined by the Committee in its sole discretion andshall be signed by the Participant to whom the Employee Award is made and by anAuthorized Officer for and on behalf of the Company.  Employee Awards may consist of those listed in this paragraph8(a) hereof and may be granted singly, in combination or in tandem.  Employee Awards may also be made incombination or in tandem with, in replacement of, or as alternatives to, grantsor rights under this Plan or any other employee plan of the Company or any ofits Subsidiaries, including the plan of any acquired entity. An Employee Awardmay provide for the grant or issuance of additional, replacement or alternativeEmployee Awards upon the occurrence of specified events, including the exerciseof the original Employee Award granted to a Participant.  All or part of an Employee Award may besubject to conditions established by the Committee, which may include, but arenot limited to, continuous service with the Company and its Subsidiaries,achievement of specific business objectives, increases in specified indices,attainment of specified growth rates and other comparable measurements ofperformance.  Upon the termination ofemployment by a Participant who is an Employee, any unexercised, deferred,unvested or unpaid Employee Awards shall be treated as set forth in theapplicable Employee Award Agreement.
             (i)          *Stock Option*.  An Employee Award may be in the form of an Option.  An Option awarded pursuant to this Plan mayconsist of an Incentive Option or a Nonqualified Option.  The price at which shares of Common Stockmay be purchased upon the exercise of an Incentive Option shall be not lessthan the Fair Market Value of the Common Stock on the date of grant.  The price at which shares of Common Stockmay be purchased upon the exercise of a Nonqualified Option shall be not lessthan the Fair Market Value of the Common Stock on the date of grant.  Subject to the foregoing provisions, theterms, conditions and limitations applicable to any Options awarded pursuant tothis Plan, including the term of any Options and the date or dates upon whichthey become exercisable, shall be determined by the Committee. \

             (ii)         *Stock Appreciation Right*.  An Employee Award may be in the form of anSAR.   The terms, conditions andlimitations applicable to any SARs awarded pursuant to this Plan, including theterm of any SARs and the date or dates upon which they become exercisable,shall be determined by the Committee.

             (iii)        *Stock Award*.  An Employee Award may be in the form of aStock Award.  The terms, conditions andlimitations applicable to any Stock Awards granted pursuant to this Plan shallbe determined by the Committee.

             (iv)       *Cash Award*.  An Employee Award may be in the form of aCash Award. The terms, conditions and limitations applicable to any Cash Awardsgranted pursuant to this Plan shall be determined by the Committee.

             (v)        *Performance Award*.  Without limiting the type or number of  Employee Awards that may be made under theother provisions of this Plan, an Employee Award may be in the form of aPerformance Award.  A Performance Awardshall be paid, vested or otherwise deliverable solely on account of theattainment of one or more pre–established, objective Performance Goalsestablished by the Committee prior to the earlier to occur of (x) 90 days afterthe commencement of the period of service to which the Performance Goal relatesand (y) the lapse of 25% of the period of service (as scheduled in good faithat the time the goal is established), and in any event while the outcome issubstantially uncertain.  A PerformanceGoal is objective if a third party having knowledge of the relevant facts coulddetermine whether the goal is met.  Such a Performance Goal may be based on one or more business criteriathat apply to the individual, one or more business units of the Company, or theCompany as a whole, and may include one or more of the following: increasedrevenue, net income, stock price, market share, earnings per share, return onequity, return on assets or  decrease incosts.  Unless otherwise stated, such aPerformance Goal need not be based upon an increase or positive result under aparticular business criterion and could include, for example, maintaining thestatus quo or limiting economic losses (measured, in each case, by reference tospecific business criteria). In interpreting Plan provisions applicable toPerformance Goals and Performance Awards, it is the intent of the Plan toconform with the standards of Section 162(m) of the Code and TreasuryRegulation §1.16227(e)(2)(i), and the Committee in establishing such goals andinterpreting the Plan shall be guided by such provisions.  Prior to the payment of any compensationbased on the achievement of Performance Goals, the Committee must certify inwriting that applicable Performance Goals and any of the material terms thereofwere, in fact, satisfied.  Subject tothe foregoing provisions, the terms, conditions and limitations applicable toany Performance Awards made pursuant to this Plan shall be determined by theCommittee.

(b)        Notwithstanding anything to the contrarycontained in this Plan, the following limitations shall apply to any EmployeeAwards made hereunder:

             (i)          noParticipant may be granted, during any one–year period, Employee Awardsconsisting of Options or SARs that are exercisable for more than 135,000 sharesof Common Stock;

             (ii)         no Participant may be granted, during any one–yearperiod, Stock Awards covering or relating to more than 135,000 shares of CommonStock (the limitation set forth in this clause (ii), together with thelimitation set forth in clause (i) above, being hereinafter collectivelyreferred to as the “Stock Based Awards Limitations”); and

             (iii)        no Participant may be granted Employee Awards consisting ofcash or in any other form permitted under this Plan (other than Employee Awardsconsisting of Options or SARs or otherwise consisting of shares of Common Stockor units denominated in such shares) in respect of any one–year periodhaving a value determined on the date of grant in excess of $500,000.

(c)         The Committee shall have the soleresponsibility and authority to determine the type or types of IndependentContractor Awards to be made under this Plan and may make any such Awards ascould be made to an Employee, other than Incentive Options; provided that thelimitations described in paragraph 8(b) shall be inapplicable to IndependentContractor Awards.

             9.          *Director Awards*.  Each Nonemployee Director of the Company shall be grantedDirector Awards in accordance with this paragraph 9 and subject to theapplicable terms, conditions and limitations set forth in this Plan and theapplicable Director Award Agreement. Notwithstanding anything to the contrary contained herein, DirectorAwards shall not be made in any year in which a sufficient number of shares ofCommon Stock are not available to make such Awards under this Plan.

(a)         *DirectorOptions*.  On the IPO ClosingDate, each Nonemployee Director shall be automatically awarded a DirectorOption number of shares of Common Stock determined in the following table:Years  of Service With the   Company or its Predecessors Number  of Shares   Subject to Option  4  years or greater 8,000  3  to 4 years 6,000  2  to 3 years 4,000  2  years or less 2,000 
Inaddition, on each Annual Director Award Date, each Nonemployee Director shallautomatically be granted a Director Option that provides for the purchase of3,000 shares of Common Stock.  EachDirector Option shall have a term of ten years from the date of grant,notwithstanding any earlier termination of the status of the holder as aNonemployee Director.  The purchaseprice of each share of Common Stock subject to a Director Option shall be equalto the Fair Market Value of the Common Stock on the date of grant.  All Director Options granted afterJuly 27, 1999 shall vest and become exercisable on the secondanniversary of the date of grant.  Allunvested Director Options shall be forfeited if the Nonemployee Directorresigns as a Director without the consent of a majority of the other Directors.

                           Any Award of DirectorOptions shall be embodied in a Director Award Agreement, which shall containthe terms, conditions and limitations set forth above and shall be signed bythe Participant to whom the Director Options are granted and by an AuthorizedOfficer for and on behalf of the Company.

(b)        *DirectorStock Award*.  On each AnnualDirector Award Date after July 27, 1999, each Nonemployee Directorwho was serving as such on the date immediately preceding the most recentannual meeting of stockholders, shall automatically be awarded a number ofshares of Common Stock, in lieu of one-half of the annual retainer to be paidto the Nonemployee Director for the preceding twelve months in cash; provided,however, that, in advance of the payment of any such annual retainer, theBoard, in its sole discretion may reduce the percentage of such annual retainerthat is to be paid in Common Stock or may provide that no portion of suchannual retainer shall be paid in Common Stock. A number of shares of Common Stock (rounded up to the nearest wholenumber) having a Fair Market Value equal to 50% (or such lesser percentage asis specified by the Board) of the annual retainer otherwise to be paid to theNonemployee Director for the preceding twelve months shall be awarded.

             10.        *Payment of Awards.*

(a)         *General*.  Payment of Employee Awards or IndependentContractor Awards may be made in the form of cash or Common Stock, or acombination thereof, and may include such restrictions as the Committee shalldetermine, including, in the case of Common Stock, restrictions on transfer andforfeiture provisions.  If payment of anEmployee Award or Independent Contractor Award is made in the form ofRestricted Stock, the applicable Award Agreement relating to such shares shallspecify whether they are to be issued at the beginning or end of theRestriction Period.  In the event thatshares of Restricted Stock are to be issued at the beginning of the RestrictionPeriod, the certificates evidencing such shares (to the extent that such sharesare so evidenced) shall contain appropriate legends and restrictions thatdescribe the terms and conditions of the restrictions applicable thereto.  In the event that shares of Restricted Stockare to be issued at the end of the Restricted Period, the right to receive suchshares shall be evidenced by book entry registration or in such other manner asthe Committee may determine.

(b)        *Deferral*.  With the approval of the Committee, amountspayable in respect of Employee Awards or Independent Contractor Awards may bedeferred and paid either in the form of installments or as a lump sum payment.  The Committee may permit selectedParticipants to elect to defer payments of some or all types of Employee Awardsor Independent Contractor Awards in accordance with procedures established bythe Committee.  Any deferred payment ofan Employee Award or Independent Contractor Award, whether elected by theParticipant or specified by the Award Agreement or by the Committee, may beforfeited if and to the extent that the Award Agreement so provides.

(c)         *Dividendsand Interest*.  Rights todividends or Dividend Equivalents may be extended to and made part of anyEmployee Award or Independent Contractor Award consisting of shares of CommonStock or units denominated in shares of Common Stock, subject to such terms,conditions and restrictions as the Committee may establish.  The Committee may also establish rules andprocedures for the crediting of interest on deferred cash payments and DividendEquivalents for Employee Awards or Independent Contractor Awards consisting ofshares of Common Stock or units denominated in shares of Common Stock.

(d)        *Substitutionof Awards*.  At the discretionof the Committee, a Participant who is an Employee or Independent Contractormay be offered an election to substitute an Employee Award or IndependentContractor Award for another Employee Award or Independent Contractor Award orEmployee Awards or Independent Contractor Awards of the same or different type.

                           11.        *StockOption Exercise*.   The priceat which shares of Common Stock may be purchased under an Option shall be paidin full at the time of exercise in cash or, if elected by the optionee, theoptionee may purchase such shares by means of tendering Common Stock orsurrendering another Award, including Restricted Stock or Director RestrictedStock, valued at Fair Market Value on the date of exercise, or any combinationthereof.  The Committee shall determineacceptable methods for Participants who are Employees or IndependentContractors to tender- Common Stock or other Employee Awards or IndependentContractor Awards; provided that any Common Stock that is or was the subject ofan Employee Award or Independent Contractor Award may be so tendered only if ithas been held by the Participant for six months.  The Committee may provide for procedures to permit the exerciseor purchase of such Awards by use of the proceeds to be received from the saleof Common Stock issuable pursuant to an Employee Award or IndependentContractor Award.  Unless otherwiseprovided in the applicable Award Agreement, in the event shares of RestrictedStock are tendered as consideration for the exercise of an Option, a number ofthe shares issued upon the exercise of the Option, equal to the number ofshares of Restricted Stock or Director Restricted Stock used as considerationtherefor, shall be subject to the same restrictions as the Restricted Stock orDirector Restricted Stock so submitted as well as any additional restrictionsthat may be imposed by the Committee.
                           12.        *Taxes*.  The Company shall have the right to deductapplicable taxes from any Employee Award payment and withhold, at the time ofdelivery or vesting of cash or shares of Common Stock under this Plan, anappropriate amount of cash or number of shares of Common Stock or a combinationthereof for payment of taxes required by law or to take such other action asmay be necessary in the opinion of the Company to satisfy all obligations forwithholding of such taxes.  TheCommittee may also permit withholding to be satisfied by the transfer to the Companyof shares of Common Stock theretofore owned by the holder of the Employee Awardwith respect to which withholding is required. If shares of Common Stock are used to satisfy tax withholding, suchshares shall be valued based on the Fair Market Value when the tax withholdingis required to be made.  The Committeemay provide for loans, on either a short term or demand basis, from the Companyto a Participant who is an Employee or Independent Contractor to permit thepayment of taxes required by law.

                           13.        *Amendment,Modification, Suspension or Termination*.  The Board may amend, modify, suspend or terminate this Plan forthe purpose of meeting or addressing any changes in legal requirements or forany other purpose permitted by law, except that (i) no amendment or alterationthat would adversely affect the rights of any Participant under any Awardpreviously granted to such Participant shall be made without the consent ofsuch Participant and (ii) no amendment or alteration shall be effective priorto its approval by the  stockholders ofthe Company to the extent such approval is then required pursuant to Rule 16b-3in order to preserve the applicability of any exemption provided by such ruleto any Award then outstanding (unless the holder of such Award consents) or tothe extent stockholder approval is otherwise required by applicable legalrequirements.

                           14.        *Assignability*.  Unless otherwise determined by the Committeeand provided in the Award Agreement, no Award or any other benefit under thisPlan constituting a derivative security within the meaning ofRule 16a-1(c) under the Exchange Act shall be assignable or otherwisetransferable except by will or the laws of descent and distribution or pursuantto a qualified domestic relations order as defined by the Code or Title I ofthe Employee Retirement Income Security Act, or the rules thereunder.  The Committee may prescribe and include inapplicable Award Agreements other restrictions on transfer.  Any attempted assignment of an Award or anyother benefit under this Plan in violation of this paragraph 14 shall be nulland void.

                           15.        *Adjustments*.

             (a)         Theexistence of outstanding Awards shall not affect in any manner the right orpower of the Company or its stockholders to make or authorize any or alladjustments, recapitalizations, reorganizations or other changes in the capitalstock of the Company or its business or any merger or consolidation of theCompany, or any issue of bonds, debentures, preferred or prior preference stock(whether or not such issue is prior to, on a parity with or junior to theCommon Stock) or the dissolution or liquidation of the Company, or any sale ortransfer of all or any part of its assets or business, or any other corporateact or proceeding of any kind, whether or not of a character similar to that ofthe acts or proceedings enumerated above.

             (b)        Inthe event of any subdivision or consolidation of outstanding shares of CommonStock, declaration of a dividend payable in shares of Common Stock or otherstock split, then, except with respect to the Existing Options, (i) the numberof shares of Common Stock reserved under this Plan, (ii) the number of sharesof Common Stock covered by outstanding Awards in the form of Common Stock orunits denominated in Common Stock, (iii) the exercise or other price in respectof such Awards, (iv) the appropriate Fair Market Value and other pricedeterminations for such Awards, (v) the number of  shares of Common Stock covered by Director Options automaticallygranted  pursuant to paragraph 9(a)hereof and (vi) the Stock Based Awards Limitations shall each beproportionately adjusted by the Board to reflect such transaction.  In the event of any other recapitalizationor capital reorganization of the Company, any consolidation or merger of theCompany with another corporation or entity, the adoption by the Company of anyplan of exchange affecting the Common Stock or any distribution to holders ofCommon Stock of securities or property (other than normal cash dividends ordividends payable in Common Stock), the Board shall make appropriateadjustments to (i) the number of shares of Common Stock covered by Awards inthe form of Common Stock or units denominated in Common Stock, (ii) theexercise or other price in respect of such Awards, (iii) the appropriate FairMarket Value and other price determinations for such Awards, (iv) the numberof  shares of Common Stock covered byDirector Options automatically granted pursuant to paragraph 9(a) hereof and (v) the Stock Based AwardsLimitations to give effect to such transaction shall each be proportionatelyadjusted by the Board to reflect such transaction; provided that suchadjustments shall only be such as are necessary to maintain the proportionateinterest of the holders of the Awards and preserve, without exceeding, thevalue of such Awards.  In the event of acorporate merger, consolidation, acquisition of property or stock, separation,reorganization or liquidation, the Board shall be authorized to issue or assumeAwards by means of substitution of new Awards, as appropriate, for previouslyissued Awards or to assume previously issued Awards as part of such adjustment.

             (c)         Inthe event of a corporate merger, consolidation, acquisition of property orstock, separation, reorganization or liquidation, the Board may make suchadjustments to outstanding Awards or other provisions for the disposition ofoutstanding Awards as it deems equitable, and shall be authorized, in itsdiscretion, (i) to provide for the substitution of a new Award or otherarrangement (which, if applicable, may be exercisable for such property orstock as the Board determines) for an outstanding Award or the assumption of anoutstanding Award, regardless of whether in a transaction to which Section424(a) of the Code applies, (ii) to provide, prior to the transaction, for theacceleration of the vesting and exercisability of, or lapse of restrictionswith respect to, the outstanding Award and, if the  transaction is a cash merger, to provide for the termination ofany portion of the Award that remains unexercised at the time of suchtransaction or (iii) to provide for the acceleration of the vesting andexercisability of an outstanding Award and the cancellation thereof in exchangefor such payment as shall be mutually agreeable to the Participant and theBoard.
                           16.        *Restrictions*.  No Common Stock or other form of paymentshall be issued with respect to any Award unless the Company shall be satisfiedbased on the advice of its counsel that such issuance will be in compliancewith applicable federal and state securities laws.  It is the intent of the Company that grants of Awards under thisPlan comply with Rule 16b-3 with respect to persons subject to Section 16 ofthe Exchange Act unless otherwise provided herein or in an Award Agreement,that any ambiguities or inconsistencies in the construction of such an Award orthis Plan be interpreted to give effect to such intention.  Certificates evidencing shares of CommonStock delivered under this Plan (to the extent that such shares are soevidenced) may be subject to such stop transfer orders and other restrictionsas the Committee may deem advisable under the rules, regulations and otherrequirements of the Securities and Exchange Commission, any securities exchangeor transaction reporting system upon which the Common Stock is then listed orto which it is admitted for quotation and any applicable federal or statesecurities law.  The Committee may causea legend or legends to be placed upon such certificates (if any) to makeappropriate reference to such restrictions.

                           17.        *UnfundedPlan*.  Insofar as it providesfor Awards of cash, Common Stock or rights thereto, this Plan shall beunfunded.  Although bookkeeping accountsmay be established with respect to Participants who are entitled to cash,Common Stock or rights thereto under this Plan, any such accounts shall be usedmerely as a bookkeeping convenience. The Company shall not be required to segregate any assets that may atany time be represented by cash, Common Stock or rights thereto, nor shall thisPlan be construed as providing for such segregation, nor shall the Company, theBoard or the Committee be deemed to be a trustee of any cash, Common Stock orrights thereto to be granted under this Plan. Any liability or obligation of the Company to any Participant with respectto an Award of cash, Common Stock or rights thereto under this Plan shall bebased solely upon any contractual obligations that may be created by this Planand any Award Agreement, and no such liability or obligation of the Companyshall be deemed to be secured by any pledge or other encumbrance on anyproperty of the Company.  Neither theCompany nor the Board nor the Committee shall be required to give any securityor bond for the performance of any obligation that may be created by this Plan.

                           18.        *GoverningLaw*.  This Plan and alldeterminations made and actions taken pursuant hereto, to the extent nototherwise governed by mandatory provisions of the Code or the securities lawsof the United States, shall be governed by and construed in accordance with thelaws of the State of Delaware.

                           19.        *Effectiveness*.  The Plan as hereby amended and restatedshall be effective as of July 27, 1999.