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                                                                   Exhibit 10.46

                           CHROMCRAFT REVINGTON, INC.

                   AMENDED AND RESTATED DIRECTORS' STOCK PLAN
                       (EFFECTIVE AS OF DECEMBER 1, 2005)

                                   ARTICLE I
                              PURPOSE AND DURATION

     SECTION 1.1. HISTORY AND PURPOSE OF THE PLAN. The Directors' Stock Option
Plan of Chromcraft Revington, Inc. was originally adopted effective as of
January 1, 2002. Effective as of December 1, 2005, the Plan was amended to
increase the number of Shares reserved for issuance under the Plan from
Seventy-Five Thousand (75,000) to One Hundred Fifty Thousand (150,000) shares.
The Plan was subsequently amended and restated, again effective as of December
1, 2005, principally to (i) provide for the granting of Shares of Restricted
Stock in addition to Options, and (ii) rename the Plan as the Directors' Stock
Plan. The Plan was further amended, effective as of July 1, 2006, to clarify the
vesting date of Awards of Restricted Stock.

     The Plan is designed to promote the interests of Chromcraft Revington, Inc.
and its stockholders through the granting of Options and Restricted Stock to the
non-employee members of the Company's Board of Directors, thereby encouraging
their focus on enhancing long-term stockholder value of the Company.

     SECTION 1.2. EFFECTIVE DATE AND DURATION. Options and Restricted Stock may
be granted hereunder for a period of ten (10) years commencing December 1, 2005.
However, no Options can be exercised and no Shares of Restricted Stock can vest
until the Plan has been approved by the stockholders of the Company. No Options
or Shares of Restricted Stock will be awarded after December 1, 2015. On that
date, the Plan will expire, except as to outstanding grants of Restricted Stock
which have not vested and outstanding Options, with such Shares of Restricted
Stock to become vested or forfeited and such Options to remain in effect until
they have been exercised, terminated or have lapsed, as applicable.

                                   ARTICLE II
                                   DEFINITIONS

     For purposes of the Plan, the following words and phrases will have the
following meanings unless a different meaning is plainly required by the
context:

     SECTION 2.1. "1934 ACT" means the Securities Exchange Act of 1934, as
amended. Reference to a specific section of the 1934 Act or regulation
thereunder will include such section or regulation, any valid regulation
promulgated under such section, and any comparable provision of any future
legislation or regulation amending, supplementing, or superseding such section
or regulation.

     SECTION 2.2. "AFFILIATE" means any Subsidiary and any corporation or any
other entity (including, but not limited to, partnerships, limited liability
companies and joint ventures) controlling, controlled by or under common control
with the Company.

     SECTION 2.3. "AWARD" means an award of Options or Restricted Stock under
the Plan.

     SECTION 2.4. "AWARD AGREEMENT" means the written agreement executed by the
Company and a Director which sets forth the terms and provisions applicable to
each Award.


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     SECTION 2.5. "AWARD DATE" means, with respect to any Award, the date on
which the Award is made.

     SECTION 2.6. "BENEFICIARY" means the person or persons designated by a
Director to receive the benefits under the Plan, if any, which become payable as
a result of the Director's death.

     SECTION 2.7. "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors
of the Company serving on the Effective Date or thereafter.

     SECTION 2.8. "CASHLESS EXERCISE" means, if there is a public market for the
Shares, the payment of the Exercise Price of Options, (a) through a "same day
sale" commitment from the Director and an NASD Dealer whereby the Director
irrevocably elects to exercise the Option and to sell a portion of the Shares so
purchased in order to pay the Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such stock to forward the Exercise Price
directly to the Company; or (b) through a "margin" commitment from the Director
and an NASD Dealer whereby the Director irrevocably elects to exercise the
Option and to pledge the Shares so purchased to the NASD Dealer in a margin
account as security for a loan from the NASD Dealer in the amount of the
Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of
such Shares to forward the Exercise Price directly to the Company.

     SECTION 2.9. "CHANGE IN CONTROL" means the effective date of a transaction
or series of related transactions whereby (a) at least fifty-one percent (51%)
of the Shares will subsequent to the effective date be owned by any person,
entity or group (within the meaning of Section 13(d)(3) of the 1934 Act)
unrelated to or unaffiliated with the Company, (b) the Company merges into or
with, consolidates with or effects any plan of share exchange or other
combination with any person or entity unrelated to or unaffiliated with the
Company and in which transaction the Company is not the survivor, or (c) the
Company disposes of all or substantially all of its assets other than in the
ordinary course of business to any person or entity unrelated to or unaffiliated
with the Company.

     For purposes of the definition of a Change in Control, a person or entity
will not include any Subsidiary or Affiliate or the employee stock ownership
plan or any other employee benefit plan sponsored by the Company.

     SECTION 2.10. "CODE" means the Internal Revenue Code of 1986, as amended.
Reference to a specific section of the Code or a regulation thereunder will
include such section, any regulation promulgated under each section and any
comparable provision of any future law, legislation or regulation amending,
supplementing or superseding such section or regulation.

     SECTION 2.11. "COMMITTEE" means the Compensation Committee of the Board of
Directors, or such other committee appointed by the Board to administer the
Plan, serving on the Effective Date or thereafter.

     SECTION 2.12. "COMPANY" means Chromcraft Revington, Inc., a Delaware
corporation, and any successor thereto.

     SECTION 2.13. "DIRECTOR" means any individual who is a member of the Board
of Directors on the Effective Date or thereafter and who is not an employee of
the Company or any of its Affiliates.

     SECTION 2.14. "DISABILITY" means an illness or a physical or mental
disability or incapacity of a Director such that the Director has not been able
to perform his duties and responsibilities for the Company (as determined by the
Board of Directors) for a period of at least ninety (90) consecutive days.


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     SECTION 2.15. "EFFECTIVE DATE" of the Plan, as amended and restated, means
December 1, 2005.

     SECTION 2.16. "ELIGIBLE TRANSFEREE" has the meaning set forth in Section
10.6.

     SECTION 2.17. "EXERCISE PRICE" means the price at which a Share may be
purchased by a Director pursuant to the exercise of an Option.

     SECTION 2.18. "FAIR MARKET VALUE" means, on any given date, the average of
the high and low prices of a Share, as reported by the principal securities
exchange or market on which the Shares are then listed or traded, or, if there
are no trades of Shares on such date, on the next preceding day on which Shares
were traded.

     SECTION 2.19. "IMMEDIATE FAMILY MEMBERS" has the meaning set forth in
Section 10.6.

     SECTION 2.20. "NASD DEALER" means a broker-dealer who is a member of the
National Association of Securities Dealers, Inc.

     SECTION 2.21. "OPTION" means an Award made to a Director pursuant to
Article VI of an option to purchase Shares that does not meet the requirements
of Code Section 422 applicable to incentive stock options.

     SECTION 2.22. "OPTION PERIOD" means the period during which an Option will
be exercisable in accordance with the applicable Award Agreement and Article VI.

     SECTION 2.23. "PERIOD OF RESTRICTION" means the period during which the
transfer of Shares of Restricted Stock are subject to restrictions and,
therefore, the Shares are subject to a substantial risk of forfeiture.

     SECTION 2.24. "PLAN" means the Amended and Restated Directors' Stock Plan
of Chromcraft Revington, Inc. as set forth in this document and as may hereafter
be amended from time to time.

     SECTION 2.25. "RESTRICTED STOCK" means an Award made to a Director pursuant
to Article VII.

     SECTION 2.26. "RULE 16B-3" means Rule 16b-3 promulgated under the 1934 Act,
and any future rule or regulation amending, supplementing, or superseding such
rule.

     SECTION 2.27. "SECTION 16 PERSON" means a person who is required to file
appropriate forms or reports with the Securities Exchange Commission pursuant to
Section 16 of the 1934 Act and the regulations promulgated thereunder.

     SECTION 2.28. "SHARES" means the whole shares of voting common stock ($.01
par value) of the Company, whether presently or hereafter issued and
outstanding, and any other stock or securities resulting from adjustment thereof
as provided in Section 4.5, or the stock of any successor to the Company which
is so designated for the purposes of the Plan.

     SECTION 2.29. "SUBSIDIARY" means Chromcraft Corporation ("Chromcraft"),
Peters-Revington Corporation ("Peters-Revington"), Cochrane Furniture Company,
Inc. ("Cochrane"), Silver Furniture Co., Inc. ("Silver"), Korn Industries,
Incorporated ("Korn") and such other present or future direct or indirect
subsidiary corporations or entities of the Company which are designated by the
Board of Directors or the Committee.


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                                  ARTICLE III
                                 ADMINISTRATION

     SECTION 3.1. THE COMMITTEE. The Plan will be administered by the Committee.
The decision or action of a majority of the actual number of members of the
Committee will constitute the decision or action of the Committee. The Committee
will consist of not less than three Directors. The members of the Committee will
be appointed from time to time by, and will serve at the pleasure of, the Board
of Directors. It is intended that the Committee be comprised solely of
Directors, each of whom is (a) independent under the director independence
requirements of the principal securities exchange or market on which the Shares
are then listed or traded, or (b) a "non-employee director" under Rule 16b-3.
Failure of the Committee to be so comprised will not result in the cancellation,
termination, expiration, or lapse of any Award.

     SECTION 3.2. AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Certificate of Incorporation or By-Laws of the Company, and subject to the
provisions of the Plan, the Committee will have full power and discretion to
construe and interpret the Plan, all Award Agreements and any other agreements
or instruments entered into under the Plan; establish, amend or waive rules and
regulations for the Plan's administration; and amend the terms and conditions of
any Award and applicable Award Agreement to the extent such terms and conditions
are within the discretion of the Committee as provided in the Plan. The
Committee will make all other determinations which may be necessary or advisable
for the administration of the Plan. Each Award will be evidenced by a written
Award Agreement between the Company and the Director and will contain such terms
and conditions established by the Committee consistent with the provisions of
the Plan.

     The Committee's interpretations, decisions, determinations and actions
under the Plan will be made by the Committee in its sole discretion and as it
deems advisable or appropriate. Any notice or document required to be given to
or filed with the Committee will be properly given or filed if hand delivered
(and a delivery receipt is received) or mailed by certified mail, return receipt
requested, postage paid, to the Committee c/o Chromcraft Revington, Inc., 1100
North Washington Street, Delphi, Indiana 46923.

     The Committee will determine whether each Award under the Plan will be made
in either Options or Restricted Stock, or in a combination of Options and
Restricted Stock in which latter case the Committee will make an appropriate
adjustment to the number of Options and Shares of Restricted Stock subject to an
Award so that the value or effect of the Award will be substantially similar to
an Award made under either Section 6.1 or Section 7.1 but not an aggregate of
both such Sections.

     SECTION 3.3. DELEGATION BY THE COMMITTEE. The Committee, in its sole
discretion and on such terms and conditions as it may provide, may delegate all
or any part of its authority and powers under the Plan to one or more Directors
or officers of the Company; provided, however, that the Committee may not
delegate its authority and powers (a) with respect to Awards to Section 16
Persons, or (b) in any way which would jeopardize the Plan's qualification under
or compliance with Rule 16b-3 or other applicable laws, rules or regulations.

     SECTION 3.4. DECISIONS BINDING. All determinations and decisions made by
the Committee, the Board and any delegate of the Committee pursuant to Section
3.3 will be final, conclusive and binding on all persons, including the Company,
Directors, stockholders of the Company, Beneficiaries and persons having an
interest in an Award. No such determinations will be subject to de novo review
if challenged in court.


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     SECTION 3.5. ADMINISTRATIVE DISCRETION. Notwithstanding any other provision
of the Plan, the Committee will have no authority to (a) grant Awards; (b)
change the number of Options or Shares of Restricted Stock subject to Awards
(except as provided in Section 3.2); (c) determine the Option Period or Period
of Restriction; (d) determine the time or times at which Options and Restricted
Stock will be granted; (e) determine the time or times when an Option becomes
exercisable or Restricted Stock vests; or (f) determine other conditions and
limitations applicable to the exercise of an Option or the grant or vesting of
Restricted Stock.

     SECTION 3.6. NO RIGHT TO BE RETAINED ON BOARD. Neither the Plan nor any
Award Agreement executed hereunder will give any Director the right to be
retained, nominated or re-elected as a Director.

     SECTION 3.7. EFFECT OF CHANGE IN CONTROL. Unless expressly provided
otherwise in an Award Agreement, all outstanding and unvested shares of
Restricted Stock will vest immediately prior to the effectiveness of a Change in
Control.

                                   ARTICLE IV
                           SHARES SUBJECT TO THE PLAN

     SECTION 4.1. NUMBER OF SHARES. Subject to adjustment as provided in Section
4.5, a maximum aggregate of One Hundred Fifty Thousand (150,000) Options and
Shares of Restricted Stock may be granted under the Plan. Shares issued under
the Plan may be authorized but unissued Shares, treasury Shares or Shares
purchased in the open market, or any combination thereof, as the Committee or
the Board of Directors may from time to time determine in its sole discretion.

     Any Award (or any portion thereof) that is forfeited or that remains
unexercised or unvested upon termination or expiration of any such Award, or
Shares that otherwise cease to be subject to an Award, may be made the subject
of other Awards to the same or other Directors and will be added back to the
maximum number of Shares specified above.

     SECTION 4.2. SUCCESSOR PLAN. Any Awards or Shares that are available
immediately prior to the termination of the Plan, or any Awards or Shares
returned to the Company for any reason upon termination of the Plan, may be
transferred to a successor plan.

     SECTION 4.3. RESTRICTIONS ON SHARES. Shares issued upon exercise of an
Award will be subject to the terms and conditions specified in the Plan and to
such other terms, conditions and restrictions as the Committee, in its sole
discretion, may determine or provide in an Award Agreement. The Committee, in
its sole discretion, may issue certificates for Shares or keep a record of
Shares in book entry form. The Committee, in its sole discretion, will not be
required to cause the issuance or delivery of any certificates for Shares prior
to (a) the listing of such Shares on the principal securities exchange or market
on which the Shares may then be listed or traded, (b) the completion of any
registration or qualification of such Shares under applicable law or an
exemption therefrom, and (c) the notation on the Company's official stockholder
records (or the records of its transfer agent or registrar) that such Shares are
issued to the Director. The Company may cause any certificate for any Shares to
be delivered hereunder to be properly marked with a legend or other notation
reflecting the limitations on transfer of such Shares as provided in the Plan,
as required by applicable law or as the Committee may otherwise require. No
fractional Shares will be issued under the Plan; rather, fractional Shares will
be aggregated and then rounded to the next lower whole Share.

     SECTION 4.4. STOCKHOLDER RIGHTS. No person will have any rights or
privileges of a stockholder (including, but not limited to, voting and dividend
rights) as to Shares subject to an Option until, after proper exercise of the
Award or other action as may be required by the Committee in its sole


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discretion, such Shares are recorded on the Company's official stockholder
records (or the records of its transfer agent or registrar) as issued to the
Director. Upon exercise of an Option or any portion thereof, the Company will
have a reasonable period in which to issue the Shares to the Director, and the
Director will not be treated as a stockholder for any purpose whatsoever prior
to such issuance. A person holding Shares of Restricted Stock will have such
rights as a stockholder as provided in Article VII. No payment or adjustment
will be made for cash dividends, distributions or other rights for which the
record date is prior to the date such Shares are recorded as issued to the
Director in the Company' official stockholder records (or the records of its
transfer agent or registrar), except as provided in the Plan or in an Award
Agreement.

     SECTION 4.5. CHANGES IN STOCK. In the event of any change in the Shares by
virtue of any stock dividends, stock splits, recapitalizations or
reclassifications, or in the event that other securities of the Company will be
substituted for the Shares other than by a Change in Control, the Committee will
appropriately adjust (a) the maximum number of Awards or Shares that may be
issued under the Plan; (b) the number of Options or Shares of Restricted Stock
subject to automatic Awards under the Plan to Directors; (c) the number, kind
and class of securities subject to outstanding Awards; (d) the Exercise Price or
other price relating to an Award; and (e) any other term of any Award, all in
such manner as the Committee, in its sole discretion, determines advisable or
appropriate. Any determination by the Committee under this Section will be final
and conclusive.

                                    ARTICLE V
                                   ELIGIBILITY

     Only individuals who are Directors on an Award Date are eligible to receive
grants of Options and Shares of Restricted Stock.

                                   ARTICLE VI
                                  STOCK OPTIONS

     SECTION 6.1. OPTION GRANTS. Subject to Section 3.2, each individual who is
appointed or elected to serve as a Director for the first time will receive an
Option to purchase Ten Thousand (10,000) Shares, and thereafter, for each year
during the term of the Plan, each Director will receive an Option to purchase
Two Thousand Five Hundred (2,500) Shares effective on the day after his
re-election as a Director at each annual meeting of stockholders of the Company
and commencing with the 2006 annual meeting.

     SECTION 6.2. OPTION AWARD AGREEMENT. Each Option will be evidenced by an
Award Agreement that specifies the Exercise Price, the number of Shares to which
the Option pertains, the Option Period, any conditions to exercise of the Option
and such other terms and conditions as the Committee, in its sole discretion,
determines within the limitations prescribed by the Plan.

     SECTION 6.3. EXERCISE PRICE. The Exercise Price for each Option will be not
be less than one hundred percent (100%) of the Fair Market Value of the Shares
to which the Option relates determined as of the Award Date.

     SECTION 6.4. OPTION PERIOD. The Option Period for each Option will be ten
(10) years from the Award Date.

     SECTION 6.5. METHOD OF EXERCISE. Subject to the provisions of the
applicable Award Agreement, a Director may exercise an Option, in whole or in
part, at any time during the Option Period by giving written notice to the
Company of exercise on a form provided by the Committee. Such notice


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will specify the number of Shares subject to the Option to be purchased and will
be accompanied by payment in full of the total Exercise Price by cash, check or
wire transfer of immediately available funds or such other form of payment as
the Company may accept. If permitted by the Committee or the applicable Award
Agreement, payment in full or in part may also be made by:

     (a)  The delivery of Shares already owned by the Director for more than six
          months and having a total Fair Market Value on the date of such
          delivery equal to the total Exercise Price; or

     (b)  The delivery of cash by a NASD Dealer as a Cashless Exercise.

     No Shares will be issued until full payment therefor has been made to the
Company. A Director will have all of the rights of a stockholder of the Company
holding the class of Shares subject to the Option (including, if applicable, the
right to vote the shares and the right to receive dividends and distributions)
only after the Director has given written notice of exercise, has paid the total
Exercise Price and such Shares have been recorded on the Company's official
stockholder records (or the records of its transfer agent or registrar) as
having been issued to the Director.

     SECTION 6.6. RELOAD PROVISION. In the event a Director exercises an Option
and pays all or a portion of the Exercise Price in Shares, in the manner
permitted by Section 6.5, such Director may (either pursuant to terms of the
Award Agreement or pursuant to the sole discretion of the Committee at the time
the Option is exercised) be issued a new Option to purchase additional Shares
equal to the number of Shares surrendered to the Company in such payment. Such
new Option will (a) have an Exercise Price equal to the Fair Market Value per
Share on the Award Date of the new Option, (b) have an Option Period as
determined by the Committee in its sole discretion, and (c) expire on the same
date as the original Option so exercised by payment of the Exercise Price in
Shares.

     SECTION 6.7. RESTRICTIONS ON TRANSFERABILITY. In addition to the
restrictions imposed by Section 10.6, the Committee may impose such restrictions
on the transfer of any Shares acquired pursuant to the exercise of an Option as
it deems advisable or appropriate in its sole discretion, the restrictions
related to applicable securities laws and the requirements of the principal
securities exchange or market on which Shares are then listed or traded.

     SECTION 6.8. TERMINATION OF OPTIONS. All rights to exercise an Option will
terminate 90 days following the date on which the Director ceases to be a
Director, unless the termination of his status is on account of (a) Disability,
or (b) death, but not later than the date the Option expires pursuant to its
terms. In the case of Disability or death, the Option may be exercised within
one (1) year from the date the Director's status as a Director ceases, but not
later than the date the Option expires pursuant to its terms. Notwithstanding
the preceding provisions of this Section, if a Director is removed from the
Board, all outstanding Options granted to such Director will be cancelled as of
the date of removal.

                                  ARTICLE VII
                                RESTRICTED STOCK

     SECTION 7.1. AWARD OF RESTRICTED STOCK. Subject to Section 3.2, each
individual who is appointed or elected to serve as a Director for the first time
will receive an Award of Three Thousand (3,000) Shares of Restricted Stock, and
thereafter, for each year during the term of the Plan, each Director will
receive an Award of Eight Hundred (800) Shares of Restricted Stock effective on
the day after his re-election as a Director at each annual meeting of
stockholders of the Company and commencing with the 2006 annual meeting.


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     SECTION 7.2. RESTRICTED STOCK AWARD AGREEMENT. Each Award of Restricted
Stock will be evidenced by an Award Agreement that specifies the Period of
Restriction, and the number of Shares awarded and such other terms and
conditions as the Committee, in its sole discretion, determines within the
limitations prescribed by the Plan.

     SECTION 7.3. PERIOD OF RESTRICTION. All Awards of Restricted Stock will
have a Period of Restriction commencing on the Award Date. Except as provided in
Section 7.9, the Period of Restriction will lapse, and the Shares of Restricted
Stock subject to the Award will become vested, on the day immediately preceding
the next annual meeting of stockholders of the Company following the Award Date,
provided that the Director is serving as a Director on that date.

     SECTION 7.4. RESTRICTIONS ON TRANSFERABILITY. Until the end of the
applicable Period of Restriction, Shares of Restricted Stock (a) cannot be sold,
transferred, assigned, margined, encumbered, gifted, bequeathed, alienated,
hypothecated, pledged or otherwise disposed of, whether by operation of law,
whether voluntarily or involuntarily or otherwise, nor can a lien, security
interest or Option be placed thereon, and (b) are not subject to execution,
attachment or similar process or otherwise available to the creditors of a
Director.

     SECTION 7.5. BOOK-ENTRY SECURITIES; REMOVAL OF RESTRICTIONS. The Company
will issue and maintain Shares of Restricted Stock in book-entry form in the
name of the Director, and such Shares will be outstanding for all corporate
purposes. Until such time as the Shares of Restricted Stock become free of the
restrictions placed thereon, no certificate representing such Shares will be
issued to, in the name of or for the benefit of any Director. Promptly following
the date on which Shares of Restricted Stock become free of the restrictions
placed thereon, the Company will release such Shares to the Director.

     SECTION 7.6. VOTING RIGHTS. During the Period of Restriction, Directors
holding Shares of Restricted Stock will possess full voting rights with respect
to such Shares, unless the applicable Award Agreement provides otherwise.

     SECTION 7.7. DIVIDEND RIGHTS. During the Period of Restriction, Directors
holding Shares of Restricted Stock will receive all dividends and other
distributions, if any, with respect to such Shares, unless the applicable Award
Agreement expressly provides otherwise.

     SECTION 7.8. FORFEITURE AND RETURN OF RESTRICTED STOCK TO COMPANY. All
Shares of Restricted Stock that have not become free of the restrictions placed
thereon by the end of the Period of Restriction will be forfeited and will
revert to the Company and thereafter will be available for new Awards. If a
Director resigns or is removed from the Board or is not re-elected to the Board,
all Shares of Restricted Stock with respect to which the Period of Restriction
has not lapsed as of the date of resignation, removal or failure to be
re-elected will be forfeited.

     SECTION 7.9. LAPSE OF RESTRICTIONS ON DEATH OR DISABILITY. In the event of
a Director's death or Disability during the Period of Restriction, the
restrictions on his Shares of Restricted Stock will lapse and the Director (or
his or her Beneficiary) will, on the date of such death or Disability, be fully
vested in the Restricted Stock.

                                  ARTICLE VIII
                       AMENDMENT, TERMINATION AND DURATION

     SECTION 8.1. AMENDMENT, SUSPENSION OR TERMINATION. The Board of Directors
may supplement, amend, alter, freeze or discontinue the Plan in its sole
discretion at any time and from time to time, but no supplement, amendment,
alteration or discontinuation will be made which would impair the


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rights of a Director under an Award theretofore awarded without the Director's
consent, except that any supplement, amendment, alteration or discontinuation
may be made to (a) avoid a material charge or expense to the Company or an
Affiliate, (b) cause the Plan to comply with applicable law, or (c) permit the
Company or an Affiliate to claim a tax deduction under applicable law. In
addition, subject to the provisions of this Article, the Board of Directors, in
its sole discretion at any time and from time to time, may supplement, amend,
alter, freeze or discontinue the Plan without the approval of the Company's
stockholders (including, but not limited to, amending the Plan to change the
number of Options or Shares of Restricted Stock that may be awarded to a
Director upon his initial election or his re-election as a Director) (i) to the
extent such approval is not required by applicable law or the terms of a written
agreement, and (ii) so long as any such amendment or alteration does not
increase the maximum number of Shares subject to the Plan (other than pursuant
to Section 4.5).

     SECTION 8.2. DURATION OF PLAN AND STOCKHOLDER APPROVAL. The Plan, as
amended and restated, will become effective on the Effective Date, and subject
to Section 8.1, remain in effect thereafter; provided, however, that no Options
will be exercised and no Shares of Restricted Stock will become free of the
restrictions placed thereon until the amended and restated Plan has been
approved by the holders of at least a majority of the outstanding Shares at a
meeting at which approval of the Plan is considered; and, provided, further,
however, that no Awards will be made after the tenth anniversary of the
Effective Date.

                                   ARTICLE IX
                               LEGAL CONSTRUCTION

     SECTION 9.1. GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also will include the feminine and
neuter, the plural will include the singular, and the singular will include the
plural.

     SECTION 9.2. SEVERABILITY. In the event any provision of the Plan is held
to be illegal, invalid or unenforceable for any reason, such illegality,
invalidity or unenforceability will not affect the remaining parts of the Plan,
and the Plan will be construed and enforced as if the illegal, invalid or
unenforceable provision (or portion thereof) had never been included herein.

     SECTION 9.3. REQUIREMENTS OF LAW. The issuance of Awards and of Shares
hereunder will be subject to all applicable statutes, laws, rules and
regulations and to such approvals and requirements as may be required from time
to time by any governmental authorities or any securities exchange or market on
which the Shares are then listed or traded.

     SECTION 9.4. GOVERNING LAW. Except to the extent preempted by the federal
laws of the United States of America, the Plan and all Award Agreements will be
construed in accordance with and governed by the laws of the State of Indiana
without giving effect to any choice or conflict of law provisions, principles or
rules (whether of the State of Indiana or any other jurisdiction) that would
cause the application of any laws of any jurisdiction other than the State of
Indiana. The Plan and all Award Agreements are intended to comply, and will be
construed in a manner which complies with Code Section 409A. To the extent there
is any conflict between a provision of the Plan or an Award Agreement and a
provision of Code Section 409A, the provision of Code Section 409A will control.

     SECTION 9.5. HEADINGS. The descriptive headings and sections of the Plan
are provided herein for convenience of reference only and will not serve as a
basis for interpretation or construction of the Plan.


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     SECTION 9.6. MISTAKE OF FACT. Any mistake of fact or misstatement of facts
will be corrected when it becomes known by a proper adjustment to an Award or
Award Agreement.

     SECTION 9.7. EVIDENCE. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person relying
thereon considers pertinent and reliable, and signed, made or presented by the
proper party or parties.

                                   ARTICLE X
                                  MISCELLANEOUS

     SECTION 10.1. NO ADVICE. The Company, any Affiliate, the Board of
Directors, the Committee and any attorneys, accountants, advisors or agents for
any of the foregoing will not provide any advice, counsel or recommendation to
any Director with respect to, without limitation, any Award, any exercise of an
Option or any tax consequences relating to an Award.

     SECTION 10.2. NO LIABILITY. No member of the Board of Directors, the
Committee or any officer or employee of the Company or any Affiliate will be
personally liable for any action, failure to act, decision or determination made
in good faith in connection with the Plan.

     SECTION 10.3. SUCCESSORS. All rights and obligations of the Company under
the Plan with respect to Awards awarded hereunder will be binding on any
successor or assign of the Company, whether or not the existence of such
successor or assign is the result of a Change in Control.

     SECTION 10.4. BENEFICIARY DESIGNATIONS. A Director may designate, on such
forms as may be provided by the Committee for such purpose, a Beneficiary to
whom vested but unpaid or unexercised Awards will be paid or exercisable in the
event of the Director's death. Each such designation will revoke all prior
designations by the Director and will be effective only if given in a form and
manner acceptable to the Committee. In the absence of any such designation, any
vested benefits remaining unpaid at the Director's death will be paid to the
Director's estate and, subject to the terms of the Plan and of the applicable
Award Agreement, any unexercised Option may be exercised by the administrator or
executor of the Director's estate.

     SECTION 10.5. NONTRANSFERABILITY OF AWARDS. Except as provided in
subsections (A) and (B) below, no Award can be sold, transferred, assigned,
margined, encumbered, bequeathed, gifted, alienated, hypothecated, pledged or
otherwise disposed of, whether by operation of law, whether voluntarily or
involuntarily or otherwise, other than by will or by the laws of descent and
distribution. In addition, no Award will be subject to execution, attachment or
similar process or otherwise be available to the creditors of a Director. Any
attempted or purported transfer of an Award in contravention of or in breach of
the Plan or an Award Agreement will be null and void and of no force or effect
whatsoever. All rights with respect to an Option will be exercisable during the
Director's lifetime only by the Director, except as otherwise provided in this
Section.

     (A)  TRANSFERS OF OPTIONS. Notwithstanding the foregoing, the Committee
          may, in its sole discretion, permit the transfer of Options by a
          Director to (a) the Director's spouse, any children or lineal
          descendants of the Director or the Director's spouse, or the spouse(s)
          of any such children or lineal descendants ("Immediate Family
          Members"), (b) a trust or trusts for the exclusive benefit of
          Immediate Family Members, or (c) a partnership or limited liability
          company in which the Director and/or the Immediate Family Members are
          the only equity owners, (collectively, "Eligible Transferees");
          provided, however, that in the event the Committee permits the
          transfer of Options granted to the Director, the Committee may
          subsequently, in its sole discretion, amend, modify, revoke or


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<PAGE>

          restrict, without the prior consent, authorization, or agreement of
          the Eligible Transferee, the ability of the Director to transfer
          Options that have not been already transferred to an Eligible
          Transferee. An Option that is transferred to an Immediate Family
          Member will not be transferable by such Immediate Family Member,
          except for any transfer by such Immediate Family Member's will or by
          the laws of descent and distribution upon the death of such Immediate
          Family Member.

     (B)  EXERCISE BY ELIGIBLE TRANSFEREES. In the event the Committee, in its
          sole discretion, permits the transfer of Options by a Director to an
          Eligible Transferee under subsection (A), the Options transferred to
          the Eligible Transferee must be exercised by such Eligible Transferee
          and, in the event of the death of such Eligible Transferee, by such
          Eligible Transferee's executor or administrator, only in the same
          manner, to the same extent, and under the same circumstances
          (including, but not limited to, the time period within which the
          Options must be exercised) as the Director could have exercised such
          Options. The Director, or in the event of his death, the Director's
          estate, will remain liable for all federal, state, local and other
          taxes applicable upon the exercise of an Option by an Eligible
          Transferee.

     SECTION 10.6. UNFUNDED PLAN. Benefits payable under the Plan to any person
will be paid by the Company from its general assets, and any person entitled to
a payment under the Plan will have no rights greater than the rights of any
other unsecured general creditor of the Company. Shares to be distributed
hereunder will be issued directly by the Company from its authorized but
unissued Shares or treasury Shares or acquired by the Company in the open
market, or a combination thereof. The Company will not be required to segregate
on its books or otherwise establish any funding procedure for the amount to be
used for the payment of benefits under the Plan. If, however, the Company
determines to reserve Shares to discharge its obligations hereunder, such
reservation will not be deemed to create a trust or other funded arrangement.

                                      * * *


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