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                                                                    EXHIBIT 4.11
                          DEL GLOBAL TECHNOLOGIES CORP.
                              AMENDED AND RESTATED
                                STOCK OPTION PLAN
                   (As adopted effective as of January 1, 1994
                        and as amended December 14, 2000)

         1. Purpose of the Plan

         This is the controlling and definitive statement of the Del Global
Technologies Corp. Stock Option Plan (hereinafter called the PLAN). The purpose
of the PLAN is to advance the interests of the COMPANY by providing ELIGIBLE
PARTICIPANTS with financial incentives to promote the success of its long-term
business objectives, and to increase their proprietary interest in the success
of the COMPANY. It is the intent of the COMPANY to reward those ELIGIBLE
PARTICIPANTS who have a significant impact on improved long-term corporate
achievements. Inasmuch as the PLAN is designed to encourage financial
performance and to improve the value of shareholders' investments in DEL, the
costs of the PLAN will be funded from corporate earnings.

         2. Plan Administration

         The PLAN shall be administered by the COMMITTEE, which shall be
constituted in such a manner as to comply with the rules governing a plan
intended to qualify as a discretionary plan under RULE 16b-3.

         Subject to the provisions of the PLAN, the COMMITTEE shall have full
and final authority, in its sole discretion:

         (a) to determine the ELIGIBLE PARTICIPANTS to whom OPTIONS shall be
granted and the number of shares of COMMON STOCK to be awarded under each
OPTION, based on the recommendation of the CHIEF EXECUTIVE OFFICER (except that
awards to the CHIEF EXECUTIVE OFFICER shall be based on the recommendation of
the BOARD OF DIRECTORS);

         (b) to determine the time or times at which OPTIONS shall be granted;

         (c) to designate the OPTIONS being granted as ISOs or NON-QUALIFIED
STOCK OPTIONS;

----------------------------

         Capitalized words are defined in Section 18 hereof.


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         (d) to vary the OPTION vesting schedule described in Section 9 hereof;

         (e) to determine the terms and conditions, not inconsistent with the
terms of the PLAN, of any OPTION granted hereunder (including, but not limited
to, the consideration and method of payment for shares purchased upon the
exercise of an OPTION, and any vesting acceleration or exercisability provisions
in the event of a CHANGE IN CONTROL or TERMINATION), based in each case on such
factors as the COMMITTEE shall deem appropriate;

         (f) to approve forms of agreement for use under the PLAN;

         (g) to construe and interpret the PLAN and any related OPTION agreement
and to define the terms employed herein and therein;

         (h) except as provided in Section 16 hereof, to modify or amend any
OPTION or to waive any restrictions or conditions applicable to any OPTION or
the exercise thereof;

         (i) except as provided in Section 16 hereof, to prescribe, amend and
rescind rules, regulations and policies relating to the administration of the
PLAN;

         (j) except as provided in Section 16 hereof, to suspend, terminate,
modify or amend the PLAN;

         (k) to delegate to one or more agents such administrative duties as the
COMMITTEE may deem advisable, to the extent permitted by applicable law; and

         (l) to make all other determinations and take such other action with
respect to the PLAN and any OPTION granted hereunder as the COMMITTEE may deem
advisable, to the extent permitted by law.

         3. Shares of Stock Subject to the Plan

         There shall be reserved for use under the PLAN and for the grant of any
other incentive awards pursuant to the PLAN (subject to the provisions of
Section 12 hereof) a total of 2,624,293 shares of COMMON STOCK , which shares
may be authorized but unissued shares of COMMON STOCK or issued shares of COMMON
STOCK which shall have been reacquired by DEL.

         If any OPTION expires or terminates for any reason without having been
exercised in full, then any unexercised shares which were subject to such OPTION
(except shares as to which a related TANDEM SAR has been exercised) shall again
be available for the future grant of OPTIONS under the PLAN (unless the PLAN has
terminated). In addition, shares may be reused or added back to the PLAN to the
extent permitted by applicable law.


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         4. Eligibility

         OPTIONS will be granted only to ELIGIBLE PARTICIPANTS. ISOs will be
granted only to EMPLOYEES. The COMMITTEE, in its sole discretion, may grant
OPTIONS to an ELIGIBLE PARTICIPANT who is a resident or citizen of a foreign
country, with such modifications as the COMMITTEE may deem advisable to reflect
the laws, tax policy or customs of such foreign country.

         The PLAN shall not confer upon any OPTIONEE any right to continuation
of employment, service as a DIRECTOR or consulting relationship with the
COMPANY; nor shall it interfere in any way with the right of the OPTIONEE or the
COMPANY to terminate such employment, service as a DIRECTOR or consulting
relationship at any time, with or without cause.

         5. Designation of Options

         At the time of the grant of each OPTION under this PLAN, the COMMITTEE
shall determine whether such OPTION is to be designated as an ISO or a
NON-QUALIFIED STOCK OPTION; provided, however, that ISOs may be granted only to
EMPLOYEES.

         Notwithstanding such designation, to the extent that the aggregate FAIR
MARKET VALUE (determined for each share as of the date of grant of the OPTION
covering each share) of the shares with respect to which OPTIONS ISOs become
exercisable for the first time by any OPTIONEE during any calendar year exceeds
$100,000, such OPTIONS shall be treated as NON-QUALIFIED STOCK OPTIONS.

         OPTIONS shall be awarded at no cost to the OPTIONEE.

         6. Option Price

         The OPTION PRICE of the COMMON STOCK under each OPTION issued shall be
the FAIR MARKET VALUE of the COMMON STOCK on the date of grant with respect to
ISOs. The OPTION PRICE of the COMMON STOCK under each OPTION issued shall be
equal to, more than, or less than the FAIR MARKET VALUE of the COMMON STOCK on
the date of grant with respect to NON-QUALIFIED STOCK OPTIONS.

         No ISO shall be granted to an EMPLOYEE who, at the time the ISO is
granted, owns (actually or constructively under the provisions of Section 424(d)
of the CODE) stock possessing more then ten (10%) percent of the total combined
voting power of all classes of stock of the COMPANY, unless the OPTION PRICE is
at least 110% of the FAIR MARKET VALUE (determined as of the time the ISO is
granted) of the shares of COMMON STOCK subject to the ISO and the ISO by its
terms is not exercisable more than five (5) years from the date it is granted.


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         7. Stock Appreciation Rights

         At the discretion of the COMMITTEE, an OPTION may be granted with or
without a TANDEM SAR which permits the OPTIONEE to surrender unexercised an
OPTION or portion thereof and to receive in exchange a payment having a value
equal to the difference between (x) the FAIR MARKET VALUE of the COMMON STOCK
covered by the surrendered portion of the OPTION on the date the SAR is
exercised and (y) the OPTION PRICE for such COMMON STOCK. The SAR is subject to
the same terms and conditions as the related OPTION, except that (i) the SAR may
be exercised only when there is a positive spread (i.e., when the FAIR MARKET
VALUE of the COMMON STOCK subject to the OPTION exceeds the OPTION PRICE), and
(ii) if the OPTIONEE is a SECTION 16 OFFICER, DIRECTOR or other person whose
transactions in the COMMON STOCK are subject to Section 16(b) of the EXCHANGE
ACT, the SAR may be exercised only during the period beginning on the third
(3rd) business day following the date of release of the COMPANY's quarterly or
annual statement of earnings and ending on the twelfth (12th) business day
following such date. Upon the exercise of a SAR, the number of shares subject to
exercise under the related OPTION shall be automatically reduced by the number
of shares represented by the OPTION or portion thereof surrendered. No payment
will be required from the OPTIONEE upon the exercise of a SAR, except that any
amount necessary to satisfy applicable federal, state or local tax requirements
shall be withheld.

         8. Terms of Options

         The term of each ISO shall be for ten (10) years from the date of
grant, subject to earlier termination as provided in Section 10 hereof and
subject to the provisions of Section 6 hereof. The term of each NON-QUALIFIED
STOCK OPTION shall be fifteen (15) years from the date of grant, subject to
earlier termination as provided in Section 10 hereof. All OPTIONS granted
heretofore under the NON-QUALIFIED STOCK OPTION PLAN shall have a term of
fifteen (15) years from the date of grant. Any stock options expiring within the
period during which the Company's shares are suspended from trading on the
NASDAQ Stock Market shall be subject to an extension of 6 months from the
earlier of (i) the date trading resumes on a recognized National exchange or
(ii) the filing of the Company's Form 10K for the fiscal year ended July 29,
2000, Forms 10K for the first two quarters of fiscal 2001, and any other
required filings. Any provision of the PLAN to the contrary notwithstanding, no
OPTION shall be exercised after the time limitations stated in this Section 8.

         9. Limitations on Exercise; Withholding for Taxes

         Subject to amendment by the COMMITTEE, each OPTION granted under the
PLAN shall become exercisable and vested only to the following extent: (i) up to
twenty-five (25%) percent of the OPTIONS granted may be exercised on or after
the first (1st) anniversary of the date of grant; (ii) up to fifty (50%) percent
of the OPTIONS granted may be exercised on or after the second (2nd) anniversary
of the date of grant; (iii) up to seventy-five (75%) percent of the OPTIONS
granted may be exercised on or after the third (3rd) anniversary of the date of
grant; and (iv) up to one hundred (100%) percent of the OPTIONS granted may be
exercised on or after the fourth (4th) anniversary of the date of grant.



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<PAGE>

         In the event the COMPANY is required to withhold any federal, state or
local taxes in respect of (i) any compensation income realized by any OPTIONEE
as a result of any disqualifying disposition of any shares of COMMON STOCK
acquired upon exercise of an ISO granted hereunder, (ii) any shares of COMMON
STOCK acquired upon exercise of a NON-QUALIFIED STOCK OPTION, or (iii) any
payment made upon exercise of a SAR, the COMPANY shall deduct from any payments
of any kind otherwise due to such OPTIONEE the aggregate amount of federal,
state or local taxes required to be so withheld or, if such payments are
insufficient to satisfy such federal, state or local taxes, or if no such
payments are due or to become due to such OPTIONEE, then such OPTIONEE will be
required to pay the COMPANY, or make other arrangements satisfactory to the
COMPANY regarding payment to the COMPANY of, the aggregate amount of such taxes.
All matters with respect to the total amount of taxes to be withheld in respect
of any such compensation income shall be determined by the COMMITTEE in its sole
discretion.

         10. Termination of Employment or Relationship with the Company

         (a) In the event of a TERMINATION by reason of a discharge or
TERMINATION FOR CAUSE, any unexercised OPTIONS theretofore granted to an
OPTIONEE under the PLAN shall forthwith terminate.

         (b) In the event of a TERMINATION by reason of RETIREMENT, all OPTIONS
held by the OPTIONEE, to the extent that such OPTIONS have not previously
expired or been exercised, shall become fully exercisable and vested,
notwithstanding the provisions of Section 9 hereof, and the OPTIONEE shall have
the right to exercise such OPTIONS in full at any time within their respective
terms or within five (5) years after such RETIREMENT, whichever is shorter. This
five-year period shall be extended if an OPTIONEE remains on the BOARD OF
DIRECTORS after RETIREMENT. In such case, the OPTIONS may be exercised as long
as the OPTIONEE remains a DIRECTOR and for a period of six (6) months
thereafter, or within five (5) years after RETIREMENT, whichever is longer;
provided, however, that no OPTION may be exercised after the expiration of its
term. Notwithstanding the foregoing, any ISOs held by the OPTIONEE may be
exercised only within their respective terms or within three (3) months after
RETIREMENT, whichever is shorter.

         (c) In the event of a TERMINATION by reason of disability or death, all
OPTIONS held by the OPTIONEE, to the extent that such OPTIONS have not
previously expired or been exercised, shall become fully exercisable and vested,
notwithstanding the provisions of Section 9 hereof, and the OPTIONEE (or the
OPTIONEE'S estate or a person who acquired the right to exercise such OPTIONS by
bequest or inheritance) shall have the right to exercise such OPTIONS at any
time within their respective terms or within three (3) years after the date of
such TERMINATION, whichever is shorter. The term "disability" shall, for the
purposes of these Rules, be defined in Section 22(e)(3) of the CODE.


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<PAGE>


         (d) In the event of a TERMINATION by reason of a divestiture or change
in control of a subsidiary of DEL, which divestiture or change in control
results in such subsidiary no longer qualifying as a subsidiary corporation
under Section 424(f) of the CODE, all OPTIONS held by the OPTIONEE, to the
extent that such OPTIONS have not previously expired or been exercised, shall
become fully exercisable and vested, notwithstanding the provisions of Section 9
hereof, and the OPTIONEE shall have the right to exercise such OPTIONS in full
at any time within their respective terms or within three (3) years after such
TERMINATION, whichever is shorter. This three-year period shall be extended if
an OPTIONEE remains on the BOARD OF DIRECTORS after such TERMINATION. In such
case, the OPTIONS may be exercise as long as the OPTIONEE remains a DIRECTOR and
for a period of six (6) months thereafter, or within three (3) years after such
TERMINATION, whichever is longer; provided, however, that no OPTION may be
exercised after the expiration of its term. Notwithstanding the foregoing, any
ISOs held by the OPTIONEE may be exercised only within their respective terms or
within three (3) months after such TERMINATION, whichever is shorter.

         (e) In the event of a TERMINATION for any reason other than those
specified in subparagraphs (a) through (d) above, any unexercised OPTION or
OPTIONS granted under the PLAN shall be deemed cancelled and terminated
forthwith, except that the OPTIONEE may exercise any unexercised OPTIONS
theretofore granted which are otherwise exercisable and vested within the
provisions of Section 9 hereof, during the balance of their respective terms or
within nine (9) months of such TERMINATION, whichever is shorter.

         (f) Notwithstanding the provisions of subparagraphs (a) through (e)
above, the COMMITTEE may, in its sole discretion, establish different terms and
conditions pertaining to the effect of TERMINATION, to the extent permitted by
applicable federal and state law.

         11. Payment for Shares Upon Exercise of Options

         The exercise of any OPTION shall be contingent upon receipt by the
COMPANY of (i) cash, (ii) check, (iii) shares of COMMON STOCK, (iv) an executed
exercise notice together with irrevocable instructions to a broker to either
sell the shares subject to the OPTION or hold such shares as collateral for a
margin loan and to promptly deliver to the COMPANY the amount of sale or loan
proceeds required to pay the OPTION PRICE, (v) any combination of the foregoing
in an amount equal to the full OPTION PRICE of the shares being purchased, or
(vi) such other consideration and method of payment, other than a note from the
OPTIONEE, as the COMMITTEE, in its sole discretion, may allow (which, in the
case of an ISO shall be determined at the time of grant), to the extent
permitted by applicable law. For purposes of this paragraph, shares of COMMON
STOCK that are delivered in payment of the OPTION PRICE must have been
previously owned by the OPTIONEE for a minimum of one year, and shall be valued
at their FAIR MARKET VALUE as of the date of the exercise of the OPTION.

         12. Adjustments Upon Changes in Number or Value of Shares of Common
         Stock

         If there are any changes in the number or value of shares of COMMON
STOCK by reason of stock dividends, stock splits, reverse stock splits,
recapitalizations, mergers, consolidations or other events that materially
increase or decrease the number or value of issued and outstanding shares of
COMMON STOCK, the COMMITTEE may make such adjustments as it shall deem
appropriate, to prevent dilution or enlargement of rights, in (i) the number of
shares of COMMON STOCK available for future grants of OPTIONS under the PLAN,
(ii) the number of shares of COMMON STOCK covered by OPTIONS then outstanding,
and (iii) the price per share of COMMON STOCK covered by each such outstanding
OPTION.


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         13. Non-Transferability of Options

         An OPTION shall not be transferable by the OPTIONEE otherwise than by
will or the laws of descent and distribution, or pursuant to a qualified
domestic relations order as defined by the CODE, Title I of ERISA or the rules
thereunder. During the lifetime of the OPTIONEE, an OPTION may be exercised only
by the OPTIONEE or by an alternate payee under qualified domestic relations
order. Notwithstanding the foregoing, the COMMITTEE may, in its discretion,
establish different terms of transferability, to the extent permitted by
applicable law.

         14. Change in Control

         Upon the occurrence of a CHANGE IN CONTROL (as defined below):

         (a) Any time periods relating to the exercise of any OPTION granted
hereunder shall be accelerated so that such OPTION may be immediately exercised
in full; and

         (b) The COMMITTEE may offer any OPTIONEE the option of having the
COMPANY purchase his or her OPTION for an amount of cash which could have been
attained upon the exercise of such OPTION had it been fully exercisable; unless
the COMMITTEE in its sole discretion determines that such CHANGE IN CONTROL will
not adversely impact the OPTIONEES of OPTIONS hereunder and is in the best
interests of the shareholders of DEL. The COMMITTEE may make such further
provisions with respect to a CHANGE IN CONTROL as it shall deem equitable and in
the best interests of the shareholders of DEL. Such provision may be made in any
agreement relating to any OPTION granted hereunder, by amendment to any such
agreement or by resolution of the COMMITTEE.

         The phrase "CHANGE IN CONTROL" shall have such meaning as ascribed
thereto from time to time by the COMMITTEE and set forth in any agreement
relating to any OPTION granted hereunder or by resolution of the COMMITTEE;
provided, however, that, notwithstanding the foregoing, a "CHANGE IN CONTROL"
shall be deemed to have occurred if:

         (a) any "person" (as such term is used in Section 13(d) and 14(d)(2) of
the EXCHANGE ACT, but excluding any benefit plan for EMPLOYEES or any trustee,
agent or other fiduciary for any such plan acting in such person's capacity as
such fiduciary), directly or indirectly, becomes the beneficial owner of
securities of DEL representing twenty percent (20%) or more of the combined
voting power of DEL's then outstanding securities;

            (b) during any two consecutive years, individuals who at the
beginning of such a period constitute the BOARD OF DIRECTORS cease for any
reason to constitute at least a majority of the BOARD OF DIRECTORS, unless the
election, or the nomination for election by the shareholders of DEL, of each new
DIRECTOR was approved by a vote of at least two-thirds (b) of the DIRECTORS then
still in office who were DIRECTORS at the beginning of the period; or

            (c) the shareholders of DEL shall have approved (i) any
consolidation or merger of DEL in which DEL is not the continuing or surviving
corporation or pursuant to which shares of COMMON STOCK are converted into cash,
securities or other property, other than a merger of DEL in which the holders of
the COMMON STOCK immediately prior to the merger have the same proportionate
ownership of common stock of the surviving corporation immediately after the
merger, (ii) any sale, lease, exchange, or other transfer (in one transaction or
a series of related transactions) of all or substantially all of the assets of
the COMPANY, or (iii) any plan or proposal for the liquidation or dissolution of
DEL.


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         15. Listing and Registration of Shares

         Each OPTION shall be subject to the requirement that if at any time the
COMMITTEE shall determine in its discretion, that the listing, registration or
qualification of the shares covered thereby under any securities exchange or
under any state or federal law or the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in connection
with, the granting of such OPTION or the issue or purchase of shares thereunder,
such OPTION may not be exercised in whole or in part unless and until such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the COMMITTEE.

         16. Amendment and Termination of the Plan and Options

         The BOARD OF DIRECTORS or the COMMITTEE may at any time suspend,
terminate, modify or amend the PLAN in any respect; provided, however, that, to
the extent necessary and desirable to comply with RULE 16b-3 or with Section 422
of the CODE (or any other applicable law or regulation, including the
requirements of any stock exchange on which the COMMON STOCK is listed or
quoted), shareholder approval of any PLAN amendment shall be obtained in such a
manner and to such a degree as is required by the applicable law or regulation.

         No suspension, termination, modification or amendment of the PLAN may,
without the consent of the OPTIONEE, adversely affect his or her rights under
OPTIONS theretofore granted to such OPTIONEE. In the event of amendments to the
CODE or applicable rules or regulations relating to ISOs subsequent to the date
hereof, the COMPANY may amend the PLAN, and the COMPANY and OPTIONEES holding
OPTION agreements may agree to amend outstanding OPTION agreements, to conform
to such amendments.

         The COMMITTEE may make such amendments or modifications in the terms
and conditions of any OPTION as it may deem advisable, or cancel or annul any
grant of an OPTION; provided, however, that no such amendment, modification,
cancellation or annulment may, without the consent of the OPTIONEE, adversely
affect his or her rights under such OPTION; and provided, further, the COMMITTEE
may not reduce the OPTION PRICE or purchase price of any OPTION below the
original OPTION PRICE or purchase price.

         Notwithstanding the foregoing, the COMMITTEE reserves the right, in its
sole discretion, to (i) convert any outstanding ISOs to NON-QUALIFIED STOCK
OPTIONS, (ii) to require a OPTIONEE to forfeit any unexercised or unpurchased
OPTIONS, any shares received or purchased pursuant to an OPTION, or any gains
realized by virtue of the receipt of an OPTION in the event that such OPTIONEE
competes against the COMPANY, and (iii) to cancel or annul any grant of an
OPTION in the event of a OPTIONEE's TERMINATION FOR CAUSE. For purposes of the
PLAN, "TERMINATION FOR CAUSE' shall mean termination for cause which results
from the commission of a felony, fraud, willful misconduct or gross negligence
which has resulted or may result in material damage to the COMPANY, in the sole
discretion of the COMMITTEE.


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         17. Effective Date of Program and Duration

         This PLAN shall become effective as of January 1, 1994. Upon this PLAN
becoming effective, the COMPANY's existing NON-QUALIFIED STOCK OPTION PLAN will
be amended and restated, so that the stock option provisions contained in this
PLAN will apply to all stock options granted under the existing NON-QUALIFIED
STOCK OPTION PLAN. Unless terminated sooner pursuant to Section 16 hereof, the
PLAN shall terminate on December 31, 2009.

         18. Definitions

                  a.       BOARD OF DIRECTORS means the Board of Directors of
                           DEL.

                  b.       CHANGE IN CONTROL has the meaning set forth in
                           Section 14 hereof.

                  c.       CHIEF EXECUTIVE OFFICER means the Chief Executive
                           Officer of DEL.

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

                  e.       COMMITTEE means the committee appointed by the BOARD
                           OF DIRECTORS from time to time to administer the PLAN
                           and to serve at the pleasure of the BOARD OF
                           DIRECTORS, or any successor to such committee.

                  f.       COMMON STOCK means common shares of DEL with a par
                           value of $.10 per share.

                  g.       COMPANY means DEL, and any parent corporation (as
                           defined in Section 424(e) of the CODE) or subsidiary
                           corporation (as defined in Section 424(f) of the
                           CODE).

                  h.       CONSULTANT means any person, including an advisor,
                           who is engaged by the COMPANY to render services.

                  i.       DEL means Del Global Technologies Corp., a New York
                           corporation.

                  j.       DIRECTOR means any person who is a member of the
                           BOARD OF DIRECTORS, including an advisory, emeritus
                           or honorary director.


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<PAGE>

                  k.       ELIGIBLE PARTICIPANT means any KEY EMPLOYEE. It also
                           means, if so identified by the COMMITTEE, other
                           EMPLOYEES, DIRECTORS, CONSULTANTS, employees or
                           consultants of any affiliates of DEL, and other
                           persons whose participation in the PLAN is deemed by
                           the COMMITTEE to be in the best interests of the
                           COMPANY.

                  l.       EMPLOYEE means any person who is employed by the
                           COMPANY. The payment of a director's fee or
                           consulting fee by the COMPANY shall not be sufficient
                           to constitute "employment" by the COMPANY.

                  m.       ERISA means the Employee Retirement Income Security
                           Act of 1974, as amended.

                  n.       EXCHANGE ACT means the Securities Exchange Act of
                           1934, as amended.

                  o.       FAIR MARKET VALUE means the closing price of the
                           COMMON STOCK reported on the American Stock Exchange
                           for the date specified for determining such value.

                  p.       ISO means an OPTION intended to qualify as an
                           incentive stock option under Section 422 of the CODE.


                  q.       KEY EMPLOYEE means the Corporate Secretary,
                           Treasurer, Vice Presidents and other executive
                           officers of DEL above the rank of Vice President. It
                           also means, if so identified by the COMMITTEE,
                           executive officers of wholly-owned subsidiaries of
                           DEL (including subsidiaries which become such after
                           adoption of the PLAN) and any other key management
                           employee of DEL or any wholly-owned subsidiary of
                           DEL.

                  r.       NON-EMPLOYEE DIRECTOR means a DIRECTOR who is not an
                           EMPLOYEE.

                  s.       NON-QUALIFIED STOCK OPTION means any OPTION which is
                           not an ISO.

                  t.       NON-QUALIFIED STOCK OPTION PLAN means the COMPANY's
                           Non-Qualified Stock Option Plan which was adopted by
                           the COMPANY's BOARD OF DIRECTORS on September 26,
                           1985 and approved by the COMPANY's stockholders on
                           December 10, 1985.

                  u.       OPTION means an option to purchase shares of COMMON
                           STOCK granted under the PLAN.

                  v.       OPTIONEE means the ELIGIBLE PARTICIPANT receiving the
                           OPTION, or his or her legal representative, legatees,
                           distributees or alternate payees, as the case may be.


                                       10
<PAGE>

                  w.       OPTION PRICE means the purchase price for the COMMON
                           STOCK upon exercise of an OPTION.

                  x.       PLAN means this Stock Option Plan or any successor
                           plan which the COMMITTEE may adopt from time to time
                           with respect to the grant of OPTIONS under the PLAN.

                  y.       RETIREMENT means the actual retirement date of an
                           Employee, which shall be determined by the COMMITTEE.

                  z.       RULE 16b-3 means Rule 16b-3 under the EXCHANGE ACT or
                           any successor to Rule 16b-3, as in effect when
                           discretion is being exercised with respect to the
                           Plan.

                  aa.      SAR means a stock appreciation right whose value is
                           based on the increase in the FAIR MARKET VALUE of the
                           COMMON STOCK covered by such right.

                  bb.      SECTION 16 OFFICER means any person who is designated
                           by the BOARD OF DIRECTORS as an executive officer of
                           DEL and any other person who is designated as an
                           officer of DEL for purposes of Section 16 of the
                           EXCHANGE ACT.

                  cc.      TANDEM refers to a SAR granted in conjunction with an
                           OPTION.

                  dd.      TERMINATION occurs when an EMPLOYEE ceases to be
                           employed by the COMPANY as a common law employee,
                           when a DIRECTOR ceases to be a member of the BOARD OF
                           DIRECTORS or when the relationship between the
                           COMPANY and a CONSULTANT or other ELIGIBLE
                           PARTICIPANT terminates, as the case may be.

                  ee.      TERMINATION FOR CAUSE has the meaning set forth in
                           Section 16 hereof.


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