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                                                                   EXHIBIT 10(e)

                 SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

                            1999 STOCK INCENTIVE PLAN

1. PURPOSE

        Science Applications International Corporation (the "Company") hereby
establishes the Science Applications International Corporation 1999 Stock
Incentive Plan (the "Plan") effective July 9, 1999. The purposes of the Plan are
to advance the interests of the Company and its stockholders by providing a
means by which the Company and its Affiliates can attract, retain and motivate
employees, directors and consultants and provide such personnel with an
opportunity to participate in the increased value of the Company which their
effort, initiative and skill have helped produce.

2. DEFINITIONS

        2.1 "AFFILIATE" means (i) any Subsidiary and (ii) any other entity in
which the Company has an equity interest or significant business relationship
and which has been designated as an "Affiliate" by the Committee for purposes of
the Plan.

        2.2 "AWARD" means any award, grant or benefit provided under the Plan,
including, without limitation, any Option, SAR, Vested Stock Award, Restricted
Stock Award, Restricted Stock Unit Award and Performance Award.

        2.3 "AWARD AGREEMENT" means any written agreement, contract or other
instrument or document evidencing any Award, which may, but need not (as
determined by the Committee) be required to be executed or acknowledged by a
Participant as a condition precedent to receiving an Award or the benefits under
an Award.

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

        2.5 "CHANGE OF CONTROL" of the Company means, and shall be deemed to
have occurred upon, any of the following events:

               (a) The acquisition by any person (as defined in Section 3(a)(9)
        of the Exchange Act and used in Sections 13(d) and 14(d) thereof
        including a group as defined in Section 13(d) thereof) of beneficial
        ownership (as defined in Rule 13d-3 of the General Rules and Regulations
        under the Exchange Act) of twenty-five percent (25%) or more of the
        Outstanding Voting Securities; provided, however, that the following
        acquisitions shall not constitute a Change in Control for purposes of
        this subparagraph (a): (A) any acquisition directly from the Company;
        (B) any acquisition by the Company or any of its Subsidiaries; (C) any
        acquisition by any employee benefit plan (or related trust) sponsored or
        maintained by the Company or any of its Subsidiaries; or (D) any
        acquisition by any corporation pursuant to a transaction which complies
        with clauses (i), (ii) and (iii) of subparagraph (c) below; or


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               (b) Individuals who, as of July 9, 1999, constitute the Board
        (the "Incumbent Board") cease for any reason to constitute at least a
        majority of the Board; provided, however, that any individual who
        becomes a Director subsequent to July 9, 1999 and whose election, or
        whose nomination for election by the Company's stockholders, to the
        Board was either (i) approved by a vote of at least a majority of the
        Directors then comprising the Incumbent Board or (ii) recommended by a
        Nominating Committee comprised entirely of Directors who are then
        Incumbent Board members shall be considered as though such individual
        were a member of the Incumbent Board, but excluding, for this purpose,
        any such individual whose initial assumption of office occurs as a
        result of either an actual or threatened election contest (as such terms
        are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
        Act), other actual or threatened solicitation of proxies or consents or
        an actual or threatened tender offer; or

               (c) Consummation of a reorganization, merger, or consolidation or
        sale or other disposition of all or substantially all of the assets of
        the Company (a "Business Combination"), in each case unless following
        such Business Combination, (i) all or substantially all of the persons
        who were the Beneficial Owners, respectively, of the Outstanding Shares
        and Outstanding Voting Securities immediately prior to such Business
        Combination own, directly or indirectly, more than fifty percent (50%)
        of the combined voting power of the then outstanding voting securities
        entitled to vote generally in the election of Directors, as the case may
        be, of the entity resulting from the Business Combination (including,
        without limitation, an entity which as a result of such transaction owns
        the Company or all or substantially all of the Company's assets either
        directly or through one or more subsidiaries) in substantially the same
        proportions as their ownership, immediately prior to such Business
        Combination, of the Outstanding Voting Securities (provided, however,
        that for purposes of this clause (i) any shares of common stock or
        voting securities of such resulting entity received by such Beneficial
        Owners in such Business Combination other than as the result of such
        Beneficial Owners' ownership of Outstanding Shares or Outstanding Voting
        Securities immediately prior to such Business Combination shall not be
        considered to be owned by such Beneficial Owners for the purposes of
        calculating their percentage of ownership of the outstanding common
        stock and voting power of the resulting entity); (ii) no person
        (excluding any entity resulting from such Business Combination or any
        employee benefit plan (or related trust) of the Company or such entity
        resulting from the Business Combination) beneficially owns, directly or
        indirectly, twenty-five percent (25%) or more of the combined voting
        power of the then outstanding voting securities of such entity resulting
        from the Business Combination unless such person owned twenty-five
        percent (25%) or more of the Outstanding Shares or Outstanding Voting
        Securities immediately prior to the Business Combination; and (iii) at
        least a majority of the members of the Board of the entity resulting
        from such Business Combination were members of the Incumbent Board at
        the time of the execution of the initial agreement, or the action of the
        Board, providing for such Business Combination; or

               (d) Approval by the Company's stockholders of a complete
        liquidation or dissolution of the Company.

        For purposes of clause (c), any person who acquires Outstanding Voting
Securities of the entity resulting from the Business Combination by virtue of
ownership, prior to such Business


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        Combination, of Outstanding Voting Securities of both the Company and
the entity or entities with which the Company is combined shall be treated as
two persons after the Business Combination, who shall be treated as owning
Outstanding Voting Securities of the entity resulting from the Business
Combination by virtue of ownership, prior to such Business Combination of,
respectively, Outstanding Voting Securities of the Company, and of the entity or
entities with which the Company is combined.

        2.6 "CODE" means the Internal Revenue Code of 1986, as amended, or any
successor thereto.

        2.7 "COMMITTEE" means any of (i) the Board, (ii) the Stock Option
Committee of the Board or any other committee of the Board that is appointed by
the Board to administer the Plan with respect to grants of Awards, (iii) with
respect to grants of Awards to Eligible Individuals who are not Insiders or
Named Executive Officers, any individual or committee or individuals (who need
not be Directors) that the Committee described in clause (ii) or the Board may
appoint from time to time to administer the Plan, (iv) with respect to Awards to
Insiders, the Committee (or any subcommittee thereof) comprised of two or more
Directors who are "non-employee directors" within the meaning of rule 16b-3
adopted under the Exchange Act, and (v) with respect to Awards to Named
Executive Officers intended to comply with the Performance-Based Exception, a
committee comprised of two or more Directors who are "outside directors" within
the meaning of Code section 162(m).

        2.8 "DIRECTOR" means any individual who is a member of the Board.

        2.9 "ELIGIBLE INDIVIDUAL" means an employee, Director, or consultant of
the Company or an Affiliate.

        2.10 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, or any successor thereto.

        2.11 "EXERCISE PRICE" means the price at which a share of Stock may be
purchased by a Participant pursuant to an Option, or the measuring price for
calculating the appreciation in an SAR, as applicable.

        2.12 "FAIR MARKET VALUE" means, so long as the Stock is not listed on
any national securities exchange or traded on a regular basis (as determined by
the Board or a committee to which the Board has delegated the authority to make
such determination) on the over-the-counter market, the Formula Price in effect
on the relevant date; otherwise, the closing price on the national exchange or
the mean between the highest bid and lowest asked prices as reported on the
NASDAQ OTC Bulletin Board Service or by the National Quotation Bureau,
Incorporated or comparable service selected by the Board or such committee.

        2.13 "FORMULA PRICE" means the price per share of Stock as established
by the Board, or pursuant to procedures established by the Board from time to
time.


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        2.14 "INCENTIVE STOCK OPTION" means an option to purchase Stock granted
to an Eligible Individual who is an employee of the Company or a Subsidiary and
which is intended to meet the requirements of Code Section 422 and to be
governed thereunder.

        2.15 "INSIDER" means an individual who is, on the relevant date, an
executive officer, Director or ten percent (10%) beneficial owner of any class
of Company's equity securities that is registered pursuant to Section 12 of the
Exchange Act, and as defined under Section 16 of the Exchange Act and the rules
thereunder.

        2.16 "NAMED EXECUTIVE OFFICER" means, for a given fiscal year, a
Participant who is one of the group of "covered employees" for such fiscal year
within the meaning of Code section 162(m).

        2.17 "NONQUALIFIED STOCK OPTION" means an option to purchase Stock
granted to Eligible Individuals under the Plan which is not intended to meet the
requirements of Code section 422 or to be governed thereunder.

        2.18 "OPTION" means an Incentive Stock Option or a Nonqualified Stock
Option.

        2.19 "OUTSTANDING SHARES" means the then outstanding shares of Stock.

        2.20 "PARTICIPANT" means an Eligible Individual or any permitted
transferee under the Plan of an Eligible Individual who has outstanding an
Award.

        2.21 "PERFORMANCE AWARD" means an Award under Section 8 of the Plan
which relates to shares of Stock or the value of shares of Stock and is subject
to one or more performance goals or restrictions.

        2.22 "PERFORMANCE-BASED EXCEPTION" means the performance-based exception
set forth in Code section 162(m)(4)(C) from the deductibility limitations of
Code section 162(m).

        2.23 "RESTRICTED STOCK" means a share of Stock subject to restrictions
set forth in an Award Agreement granted under Section 7 of the Plan.

        2.24 "RESTRICTED STOCK UNIT" shall mean a unit measured by the Fair
Market Value of a share of Stock and subject to restriction of other terms and
conditions of an Award Agreement which is granted under Section 7 of the Plan.

        2.25 "STOCK" means Class A Common Stock of the Company.

        2.26 "SAR" means a stock appreciation right as described in Section 6.

        2.27 "SUBSIDIARY" means any company during any period in which it is a
"subsidiary corporation" as that term is defined in Code section 424(f) with
respect to the Company.


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        2.28 "SUBSTITUTE AWARD" means an Award granted pursuant to Section 5.1
in assumption of, or as an alternative to or replacement of, an outstanding
award previously granted by a business or entity all or a portion of which is
acquired by the Company or its Affiliate, or with which the Company or its
Affiliate combines.

        2.29 "VESTED STOCK" means a share of stock (other than Restricted Stock)
granted under Section 7 of the Plan.

        3. ADMINISTRATION

        3.1 COMMITTEE. The Plan shall be administered by the Committee.

        3.2 AUTHORITY OF THE COMMITTEE. Subject to the provisions of the Plan,
the Committee shall have the authority, in its discretion and on behalf of the
Company:

               (a) to select from among the Eligible Individuals those persons
        who shall receive Awards, to determine the time or times of receipt, to
        determine the types of Awards and the number of shares of Stock covered
        by the Awards, to establish the terms, conditions, performance criteria,
        restrictions and other aspects of the Awards and the provisions of the
        applicable Award Agreement and (subject to the restrictions of Section
        4.2) to modify, amend, cancel or suspend Awards;

        (b) to interpret the Plan;

        (c) to prescribe, amend and rescind any rules and regulations relating
to the Plan;

        (d) to determine whether, to what extent and under what circumstances
Awards may be settled in cash, Stock, other Awards or other property, or
canceled, forfeited or suspended and the method or methods by which Awards may
be settled, exercised, canceled, forfeited or suspended;

        (e) to determine whether, to what extent and under what circumstances
cash, Stock, other Awards, other property and any other amounts payable with
respect to an Award shall or may be deferred either automatically or at the
election of the Participant or of the Committee;

        (f) to reprice, cancel and regrant, accelerate vesting or otherwise
adjust the Exercise Price of an Award previously granted under the Plan;

        (g) to establish sub-plans under this Plan pursuant to which specified
Awards shall be made and governed; and

        (h) to make all other determinations and findings, including factual
findings, deemed necessary or advisable for the administration of the Plan.


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        3.3 COMMITTEE DISCRETION. In exercising its authority, the Committee
shall have the broadest possible discretion. Unless otherwise expressly provided
in the Plan, all designations, determinations, interpretations and other
decisions made in good faith by the Committee under or with respect to the Plan
shall be binding and conclusive on Eligible Individuals, Participants and other
persons claiming entitlements under the Plan. In no event shall a Committee
determination with respect to a particular Participant or Eligible Individual or
with respect to a particular Plan provision be binding with respect to any other
person (even if similarly situated) nor with respect to any future determination
regarding the same or other provision of the Plan.

        3.4 COMMITTEE DELEGATION. Except with respect to making grants of Awards
to Insiders or Named Executive Officers, the Committee may delegate its
authority, or specified items thereof, to one or more designated individuals or
other Committees.

4. SHARES OF STOCK SUBJECT TO THE PLAN

        4.1 GENERAL LIMITATION. Subject to the provisions of Section 4.2, the
maximum number of shares of Stock that may be delivered to Participants and
their beneficiaries under the Plan shall be equal to the sum of: (i) 6,000,000
shares of Stock; (ii) any shares of Stock available for future awards under the
Science Applications International Corporation 1998 Stock Option Plan ("1998
Plan") as of September 30, 1999, and any shares of Stock that are represented by
Options granted under the 1998 Plan which are forfeited, expire or are canceled
without delivery of shares of Stock, which are used to satisfy tax withholding
on option exercises or which result in the forfeiture of shares of Stock back to
the Company on or after September 30, 1999; and (iii) for each calendar year
after 1999, there shall be added five percent (5%) of the Outstanding Shares of
Stock as of the first business day of such calendar year; provided, however, in
no event shall the number of shares of Stock available for future awards under
the 1998 Plan ever exceed fifteen percent (15%) of the Outstanding Shares.

        To the extent any shares of Stock covered by an Award are not delivered
to a Participant or beneficiary because the Award is forfeited, canceled,
expires without being exercised, or the shares of Stock are not delivered
because the Award is settled in cash or used to satisfy applicable tax
withholding obligations, such shares shall not be deemed to have been delivered
for purposes of determining the maximum number of shares of Stock available for
delivery under the Plan.

        If the Exercise Price of any Option granted under the Plan or the 1998
Plan is satisfied by tendering shares of Stock to the Company (by either actual
delivery or by attestation), only the number of shares of Stock issued net of
the shares of Stock tendered shall be deemed delivered for purposes of
determining the maximum number of shares of Stock available for delivery under
the Plan.

        Any shares of Stock covered by a Substitute Award shall not be deemed to
have been delivered for purposes of determining the maximum number of shares of
Stock available for delivery under the Plan.


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        4.2 ADDITIONAL LIMITATIONS. The following additional maximum limitations
on shares of Stock that may be delivered are imposed under the Plan:

               (a) The maximum number of shares of Stock that may be issued
        under Options intended to be Incentive Stock Options shall be 8,000,000
        shares;

               (b) The maximum number of shares of Stock that may be covered by
        Awards granted to any one Eligible Individual shall be 500,000 shares
        during any calendar year;

               (c) To the extent that the aggregate Fair Market Value
        (determined on the date of grant) of Shares subject to an Option
        designated as an Incentive Stock Option becomes exercisable for the
        first time by an Eligible Individual in any calendar year exceeds
        $100,000 (or such greater amount as may be established in the Code, from
        time to time), then to that extent the Option shall not be treated as an
        Incentive Stock Option, but the remaining portion shall retain
        eligibility as an Incentive Stock Option.

        In determining the maximum number of shares of Stock in Section 4.2(a),
shares used to satisfy applicable tax withholding requirements, if any, shall be
deemed delivered and the gross number of shares which would have been issued in
a cash exercise shall be deemed delivered even if the Exercise Price is
satisfied by tendering shares of Stock to the Company.

        4.3 ADJUSTMENTS. In the event that the Committee determines that any
corporate transaction or distribution (including, without limitation, any stock
split, stock dividend, extraordinary cash dividend, issuance of warrants or
other rights to purchase Stock or other securities of the Company,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
repurchase, combination or exchange of shares) affects the Stock such that an
adjustment is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in such manner as it
may deem equitable, adjust any or all of (i) the number of shares of Stock or
other securities of the Company (or number and kind of other securities or
property) with respect to which Awards may be granted under Sections 4.1 and
4.2; (ii) the number of shares of Stock or other securities of the Company (or
number and kind of other securities and property) subject to outstanding Awards;
and (iii) the Exercise Price or other terms and conditions of any Award or, if
deemed appropriate, the Committee may make provision for a cash payment to the
holder of an outstanding Award in full satisfaction of such Award.

5. ELIGIBILITY AND PARTICIPATION

        5.1 GENERAL. Subject to the terms and conditions of the Plan, the
Committee shall determine and designate, from time to time, from among the
Eligible Individuals (including transferees of Eligible Individuals to be extent
the transfer is permitted by the Plan and the applicable Award Agreement) those
persons who will be granted one or more Awards under the Plan and thereby become
Participants in the Plan, provided that no Incentive Stock Option shall be
granted to any person who, at the time of the grant, is not an employee of the
Company or a Subsidiary. Awards may be granted


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on conditions specified by the Committee, including, without limitation, the
condition that the Eligible Individual acquire, agree to acquire or maintain
ownership of a specified number of shares of Stock. Awards may be granted as
alternatives to or replacement of Awards outstanding under the Plan or any other
plan or arrangement of the Company or an Affiliate (including a plan or
arrangement of a business or entity, all or a portion of which is acquired by
the Company or an Affiliate).

        5.2 NON-U.S. ELIGIBLE INDIVIDUALS AND AFFILIATES. Notwithstanding any
provision of the Plan to the contrary, in order to foster and promote
achievement of the purposes of the Plan or to comply with provisions of laws in
other countries in which the Company or its Affiliates operate or have employees
or consultants, the Committee, in its discretion, shall have the power and
authority to (i) determine which (if any) Eligible Individuals rendering
services or employed outside the United States are eligible to participate in
the Plan or any type of Award hereunder; (ii) determine which non-United
States-based Affiliates or operations (e.g., branches, representative offices)
participate in the Plan or any type of Award hereunder; (iii) modify the terms
and conditions of any Awards made to such Eligible Individuals or with respect
to such non-United States-based Affiliates or operations; and (iv) establish
sub-plans, modified exercise, payment and other terms and procedures to the
extent deemed necessary or desirable by the Committee.

6. OPTIONS AND SARS

        6.1 OPTIONS. The Options granted pursuant to the Plan may be Incentive
Stock Options or Nonqualified Stock Options, as determined by the Committee and
reflected in the Award Agreement.

        6.2 SARS. A SAR entitles the Participant to receive in cash or shares of
Stock (as determined in accordance with subsection 6.4) value equal to (or
otherwise based on) the excess of (i) the Fair Market Value of the number of
shares of Stock specified in the Award Agreement over (ii) the Exercise Price
for the SAR Award established by the Committee. Prior to the grant of any SARs
under the Plan, the Board of Directors must specifically authorize the Committee
to award SARs.

        6.3 EXERCISE PRICE. The Exercise Price of each Option and SAR shall be
established by the Committee or shall be determined by a method or formula
established by the Committee at the time the Option or SAR is granted; except
that the Exercise Price shall not be less than (i) eighty-five percent (85%) of
the Fair Market Value of a share of Stock on the date of grant with respect to
Nonqualified Stock Options or SARs and (ii) one-hundred percent (100%) of the
Fair Market Value of a share of Stock on the date of grant with respect to
Incentive Stock Options. Unless otherwise specified in the Award Agreement, the
Exercise Price shall be the Fair Market Value of a share of Stock on the date of
grant.

        6.4 TERMS OF EXERCISE.

               (a) An Option or a SAR shall be exercisable only in accordance
        with such terms and conditions and during such periods as may be
        established by the Committee in the Award Agreement or otherwise in
        accordance with the Plan and the Award Agreement. The Committee


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        may, in its discretion, provide that such an Option or SAR may be
        exercised in whole or in part, in installments, cumulative or otherwise,
        for any period of time specified by the Committee or based on
        performance on other criteria established by the Committee. The
        Committee may authorize loans in connection with Option exercises on
        terms established by the Committee.

               (b) Options and SARs shall be exercised pursuant to procedures
        established by the Committee, which may include written, electronic or
        voice procedures as may be specified by the Committee. The Committee may
        require full payment of the Exercise Price (in the case of an Option)
        plus payment of any required withholding amounts as a condition to
        exercise or may, in the alternative, satisfy such withholding obligation
        by withholding shares of Stock or cash, or any combination thereof,
        otherwise payable in settlement of the exercise of an Award, or by any
        exercise and withholding procedures it determines to be applicable to a
        particular Option or SAR. The Committee may also permit payment of all
        or part of the Exercise Price to be satisfied by tendering (either by
        actual delivery or by attestation) shares of Stock acceptable to the
        Committee (which may be required to have been held by the Participant
        for at least six months) valued at their Fair Market Value as of the
        date of exercise.

        6.5 EXPIRATION AND TERMINATION. An Option and all rights and obligations
thereunder shall expire on the date to be determined by the Committee and set
forth in the Award Agreement; provided, however, that in no event shall such
date be later than ten (10) years from the date an Incentive Stock Option is
granted. A SAR and all rights and obligations thereunder shall terminate upon
the occurrence of such events as determined by the Committee and set forth in
the Award Agreement.

        6.6. SETTLEMENT OF AWARD. Shares of Stock delivered pursuant to the
exercise of an Option or, if applicable, a SAR shall be subject to such
conditions, restrictions and contingencies as the Committee may establish
pursuant to the Plan and Award Agreement. Settlement of SARs may be made in
shares of Stock (valued at their Fair Market Value at the time of exercise), in
cash or in a combination thereof, as determined in the discretion of the
Committee.

        6.7 AMENDMENT TO AWARDS. The Committee may waive any conditions or
rights under, amend any terms of, or alter, suspend, discontinue, cancel or
terminate, any Award theretofore granted, prospectively or retroactively.

        6.8 CANCELLATION OF AWARDS. Any provision of this Plan or any Award
Agreement to the contrary notwithstanding, the Committee may cause any Award
granted hereunder to be canceled in consideration of a cash payment or
alternative Award made to the holder of such canceled Award equal in value to
the Fair Market Value of such canceled Award.

7. VESTED STOCK, RESTRICTED STOCK AND RESTRICTED STOCK UNITS.

        7.1 GRANT. Subject to the terms and provisions of the Plan, the
Committee, at any time and from time to time, may grant Awards of Vested Stock,
Restricted Stock or Restricted Stock Units in such amounts and to such Eligible
Individuals as the Committee shall determine; provided, however, that


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prior to the grant of any Awards of Restricted Stock Units under the Plan, the
Board of Directors must specifically authorize the Committee to award Restricted
Stock Units. With respect to Awards of Restricted Stock or Restricted Stock
Units, the applicable Award Agreement shall contain the terms and conditions of
each such grant, which may include, without limitation, the duration of the
Award, vesting and forfeiture provisions, a requirement that Participants pay a
specified price for each share of Restricted Stock, restrictions based on
achievement of specified performance goals and restrictions under federal, state
or foreign securities laws.

        7.2 PAYMENT. Unless otherwise specified on the Award Agreement,
Restricted Stock Units shall have a value equal to the Fair Market Value of a
share of Stock and shall be paid in cash, share(s) of Stock or other securities
or property or any combination thereof, as determined by the Committee, upon the
lapse of restrictions applicable to the grant or otherwise in accordance with
the applicable Award Agreement.

        7.3 DIVIDENDS, DISTRIBUTIONS AND VOTING RIGHTS. If a dividend or other
distribution is made with respect to the Stock during a period in which
restrictions apply to a Restricted Stock Award or prior to payment of a
Restricted Stock Unit Award, the Committee, either in the Award Agreement or at
the time of distribution if not otherwise specified in the Award Agreement,
shall determine how such dividend or distribution shall affect the applicable
Award, whether by payment of the dividend or distribution to the Award holder,
by adjustment of the Award or otherwise. Unless otherwise specified in the Award
Agreement, a holder of Restricted Stock shall have full voting rights with
respect to shares of Restricted Stock and holders of Restricted Stock Units
shall have no voting rights with respect to shares of Stock to which the Award
relates.

8. PERFORMANCE AWARDS.

        8.1 GRANT. Subject to the terms and provisions of the Plan, the
Committee shall have the authority to grant Performance Awards, which consist of
rights which are:

               (a) denominated in cash or shares of Stock;

               (b) valued in relation to the achievement of performance goals
        during such reference periods as the Committee shall establish; and

               (c) payable at such time or times and in such form as the
        Committee shall determine.

        8.2 TERMS AND CONDITIONS. Subject to the terms of the Plan and any
applicable Award Agreement, the Committee shall establish the performance
measure(s) to be achieved during any performance period, the length of the
performance period, the amount of any Performance Award and the amount and kind
of any payment or transfer to be made pursuant to any Performance Award.


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        8.3 PERFORMANCE MEASURES. The performance measure(s) to be used for
purposes of Awards to Named Executive Officers which are designed to qualify for
the Performance-Based Exception shall be chosen from among the following
alternatives:

               (a) earnings per share;

               (b) net income;

               (c) income from operations;

               (d) earnings before interest and taxes;

               (e) earnings before interest, taxes, depreciation and
        amortization;

               (f) return on assets;

               (g) return on equity;

               (h) return on capital;

               (i) total stockholder return;

               (j) revenue growth;

               (k) new business generation;

               (l) cash flow;

               (m) employee turnover;

               (n) human resources;

               (o) mergers, acquisitions, investments, joint ventures or sales
        or divestitures of assets, businesses or subsidiaries;

               (p) litigation;

               (q) information services; or

               (r) cost reductions or savings.

        The Committee shall have the discretion to adjust the determinations of
the degree of attainment of the pre-established performance goals; provided,
however, that Awards which are designed to


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qualify for the Performance-Based Exception and which are held by Named
Executive Officers, may not be adjusted upward (the Committee shall retain the
discretion to adjust each Award downward).

        In the event that applicable tax and/or securities laws change to permit
Committee discretion to alter the applicable performance measures without
obtaining stockholder approval of such changes, the Committee shall have sole
discretion to make such changes without obtaining stockholder approval.

9. OTHER STOCK-BASED AWARDS.

        The Committee, subject to the terms of the Plan, shall have the
authority to grant to Eligible Individuals other Stock-based Awards, which
encompass any type of Award which is related to shares of Stock, whether or not
payable in shares of Stock, deemed by the Committee to be consistent with the
purposes of the Plan. Subject to the terms of the Plan and any applicable Award
Agreement, the Committee shall determine the terms and conditions of any such
other Stock-based Award and make grants of such Awards to Eligible Individuals
as determined by the Committee.

10. CHANGE IN CONTROL.

        Subject to the provisions of Section 4.3 (relating to the adjustment of
shares of Stock) and except as provided in the Award Agreement reflecting the
applicable Award, upon the occurrence of a Change in Control, all outstanding
Awards shall become fully vested and all outstanding Options and SARs shall
become immediately exercisable.

11. BENEFICIARY DESIGNATION.

        In the event of the death of a Participant holding an Award which
provides for some payment or benefit following the death of the Participant, the
benefit or payment payable under the Award upon the death of the Participant
shall be payable to the estate of the Participant, provided that, in its
discretion, the Committee may, in the Award Agreement or pursuant to the Award
Agreement, permit the Participant to name a beneficiary or beneficiaries to whom
any benefit under the Award is to be paid in case of the Participant's death.
Any such designation, if permitted by the Committee, shall be effective only in
accordance with such procedures as may be established by the Committee and on
forms prescribed by the Committee.

12. DEFERRALS.

        The Committee, in an Award Agreement or otherwise, may permit a
Participant to defer such Participant's receipt of the payment of cash or
delivery of shares of Stock that would otherwise be due to such Participant by
virtue of the exercise of an Option or a SAR, the lapse or waiver of
restrictions with respect to Restricted Stock or Restricted Stock Units or the
satisfaction of any requirements or goals with respect to Performance Awards.


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13. TAX WITHHOLDING.

        All distributions under the Plan are subject to withholding of all
applicable taxes, and the Committee may condition the delivery of shares of
Stock or other benefits on satisfaction of all applicable withholding
requirements. The Committee, in its discretion and subject to such requirements
as the Committee may prescribe, may permit such withholding obligations to be
satisfied through any combination of the following: cash payment by the
Participant, payroll withholding of the Participant's salary, wages or other
compensation, surrender of shares of Stock which the Participant already owns
(either by actual surrender or attestation) or surrender of shares of Stock or
other benefits to which the Participant is otherwise entitled (e.g., upon
exercise of an Option or a SAR) under the terms of the Plan.

14. TRANSFERABILITY.

        Except as otherwise provided by the Committee in an Award Agreement or
otherwise, Awards under the Plan may not be anticipated, assigned, attached,
garnished, optioned, transferred or made subject to any creditor's process,
whether voluntarily, involuntarily or by operation of law. Except as otherwise
provided in an Award Agreement, an Option or a SAR may be exercised during the
lifetime of the Optionee or Award holder only by him or her or by his or her
legal representative. This Section 14 shall not preclude a Participant from
designating a beneficiary if permitted by the Committee pursuant to Section 11
of the Plan.

15. LIMITATION ON IMPLIED RIGHTS.

        (a) Neither a Participant nor any other person shall, by reason of
participation in the Plan, acquire any right in or title to any assets, funds or
property of the Company or any Affiliate whatsoever including without
limitation, any specific funds, assets or other property which the Company or
any Affiliate, in its or their sole discretion, may set aside in anticipation of
a liability under the Plan. A Participant shall have only a contractual right to
the Stock or amounts, if any, payable under the Plan, unsecured by any assets of
the Company or any Affiliate, and nothing contained in the Plan shall constitute
a representation or guarantee that the assets of the Company or any Affiliate
shall be sufficient to pay any benefits to any person.

        (b) An Eligible Individual's or Participant's employment with the
Company or an Affiliate, if applicable, is not for any specified term and may be
terminated by such Eligible Individual/Participant or the Company or the
Affiliate at any time, for any reason, with or without cause, notwithstanding
the vesting or other terms and conditions of any outstanding Awards. Nothing in
this Plan nor in any Award Agreement shall confer upon any Eligible Individual
or Participant any promise or commitment by the Company or an Affiliate
regarding future positions, future work assignments, future compensation or any
other term or condition of employment or affiliation.


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<PAGE>   14

16. GOVERNMENT AND STOCK EXCHANGE REGULATIONS.

        The Committee may refuse to issue or transfer any Shares or other
consideration under an Award if, acting in its sole discretion, it determines
that the issuance or transfer of such Shares or such other consideration might
violate any applicable law or regulation or entitle the Company to recover the
same under Section 16(b) of the Exchange Act, and any payment tendered to the
Company by a Participant, other holder or beneficiary in connection with the
exercise of such Award shall be promptly refunded to the relevant Participant,
holder or beneficiary. Without limiting the generality of the foregoing, no
Award granted hereunder shall be construed as an offer to sell securities of the
Company, and no such offer shall be outstanding, unless and until the Committee
in its sole discretion has determined that any such offer, if made, would be in
compliance with all applicable requirements of the U.S. federal and state
securities laws and any other laws to which such offer, if made, would be
subject.

        Upon the exercise of an Option (or upon a payment event under another
Award) at a time when there is not in effect a registration statement under the
Securities Act of 1933 or a similar statute (the "Act") relating to the Stock
issuable upon exercise or payment thereof and available for delivery a
prospectus meeting the requirements of Section 10(a)(3) of said Act or if the
rules or interpretations of the Securities and Exchange Commission so require,
the Stock may be issued only if the holder represents and warrants in writing to
the Company that the shares purchased are being acquired for investment and not
with a view to distribution thereof.

        The Company is under no duty to ensure that shares of Stock may legally
be delivered under the Plan, and shall have no liability to Award recipients in
the event such delivery of shares of Stock may not be made.

17. AMENDMENTS, SUSPENSIONS OR TERMINATION OF PLAN.

        The Board or the Operating Committee of the Board may at any time
suspend or terminate the Plan and may amend it from time to time in such
respects as the Board or the Operating Committee may deem advisable in order
that Awards granted thereunder shall conform to any change in the law, or in any
other respect which the Board or the Operating Committee may deem to be in the
best interests of the Company; provided, however, that no such amendment shall,
without the approval of a majority of the votes cast at a duly held stockholders
meeting (at which a quorum representing a majority of all outstanding voting
stock is, either in person or by proxy, present and voting on the Plan
amendment), increase the maximum number of shares for which Awards may be
granted under the Plan (in the aggregate or to any single individual), except as
specified in Section 4.3, or change the class of employees eligible to
participate in the Plan.

18. NO IMPLIED RIGHTS OR OBLIGATIONS.

        The Company, in establishing and maintaining this Plan as a voluntary
and unilateral undertaking, expressly disavows the creation of any rights in
Eligible Individuals, Participants or others claiming entitlement under the Plan
or any obligations on the part of the Company, any Affiliate or the


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<PAGE>   15

Committee, except as expressly provided herein. In particular, no third-party
beneficiary rights shall be created under the Plan.

        Without limiting the generality of the foregoing, the Company disavows
any undertaking to maintain the tax-qualified status of Options designated as
Incentive Stock Options or to assure the tax treatment of any particular Award,
including the deferral or transfer of any Award benefits, as may be permitted by
the Committee.

19. AWARDS UNDER OTHER PLANS OR SUB-PLANS.

        The Company or an Affiliate may grant awards relating to Stock under
other plans or programs. The Committee in its discretion may determine that such
awards shall be settled in the form of shares of Stock issued under this Plan.
Such shares of Stock shall be treated for all purposes under the Plan similar to
shares of Stock issued in settlement of Awards and shall, when issued, reduce
the number of shares of Stock available under Section 4, in accordance with the
same principles applicable under Section 4 in the case of Awards originally
granted under the Plan.

20. NO TRUST OR FUND CREATED.

        Neither the Plan or any Award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship between the
Company or any Affiliate and a Participant or any other person. To the extent
that any person acquires a right to receive payments from the Company or any
Affiliate pursuant to an Award, such right shall be no greater than the right of
any unsecured general creditor of the Company or any Affiliate.

21. TERMINATION.

        The Plan shall continue in effect until April 9, 2019, unless earlier
terminated by the Board or Operating Committee pursuant to Section 17, provided
that no Incentive Stock Options may be granted after April 9, 2009.

22. GOVERNING LAW.

        The validity, construction and effect of the Plan, the Award Agreements
and any rules, regulations or procedures relating thereto shall be determined in
accordance with the laws of the State of Delaware.


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