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                                                                    Exhibit 10.5

                         FORM OF PIPER JAFFRAY COMPANIES
                          2003 LONG-TERM INCENTIVE PLAN

SECTION 1. PURPOSE

     The purpose of the Plan is to promote the interests of the Company and its
stockholders by giving the Company a competitive advantage in attracting,
retaining and motivating employees, officers, consultants and Directors capable
of assuring the future success of the Company, to offer such persons incentives
that are directly linked to the profitability of the Company's businesses and
increases in stockholder value, and to afford such persons an opportunity to
acquire a proprietary interest in the Company.

SECTION 2. DEFINITIONS

     As used in the Plan, the following terms shall have the meanings set forth
below.

     (a)    "AFFILIATE" means any entity that, directly or indirectly through
one or more intermediaries, is controlled by, controlling or under common
control with the Company.

     (b)    "AWARD" means any Stock Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent, Other
Stock Grant, Other Stock-Based Award or Tax Offset Bonus granted under the Plan.

     (c)    "AWARD AGREEMENT" means any written agreement, contract or other
instrument or document evidencing any Award granted under the Plan. Each Award
Agreement shall be subject to the applicable terms and conditions of the Plan
and any other terms and conditions (not inconsistent with the Plan) determined
by the Committee.

     (d)    "BOARD" means the Board of Directors of the Company.

     (e)    "CODE" means the Internal Revenue Code of 1986, as amended from time
to time, and any regulations promulgated thereunder.

     (f)    "CHANGE IN CONTROL" has the meaning set forth in Section 7.

     (g)    "COMMITTEE" means a committee of Directors designated by the Board
to administer the Plan, which initially shall be the Compensation Committee of
the Board. The Committee shall be comprised of not less than such number of
Directors as shall be required to permit Awards granted under the Plan to
qualify under Rule 16b-3 and Section 162(m) of the Code, and each member of the
Committee shall be an Outside Director.

     (h)    "COMPANY" means Piper Jaffray Companies, a Delaware corporation.

     (i)    "COVERED EMPLOYEE" means a Participant designated prior to the grant
of Restricted Stock, Restricted Stock Units or Performance Awards by the
Committee who is or

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may be a "covered employee" within the meaning of Section 162(m)(3) of the Code
in the year in which any such Award is expected to be taxable to such
Participant.

     (j)    "DIRECTOR" means a member of the Board, including any Outside
Director.

     (k)    "DIVIDEND EQUIVALENT" means any right granted under Section 6(e) of
the Plan.

     (l)    "EFFECTIVE DATE" has the meaning set forth in Section 11 of the
Plan.

     (m)    "ELIGIBLE INDIVIDUAL" means any employee, officer, Director or
consultant providing services to the Company or any Affiliate, and prospective
employees and consultants who have accepted offers of employment or consultancy
from the Company or any Affiliate, whom the Committee determines to be an
Eligible Individual.

     (n)    "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time.

     (o)    "EXERCISE PRICE" has the meaning set forth in Section 6(a) of the
Plan.

     (p)    "FAIR MARKET VALUE" means, with respect to any property (including,
without limitation, any Shares or other securities), the fair market value of
such property determined by such methods or procedures as shall be established
from time to time by the Committee. Notwithstanding the foregoing and except as
otherwise provided by the Committee, the Fair Market Value of a Share as of a
given date shall be the closing sales price for one Share on the New York Stock
Exchange or such other national securities market or exchange as may at the time
be the principal market for the Shares, or if the Shares were not traded on such
national securities market or exchange on such date, then on the next preceding
date on which the Shares are traded, all as reported by such source as the
Committee may select.

     (q)    "INCENTIVE STOCK OPTION" means any Stock Option granted under
Section 6(a) of the Plan that is designated as, and intended to qualify as, an
"incentive stock option" within the meaning of Section 422 of the Code.

     (r)    "NON-QUALIFIED STOCK OPTION" means any Stock Option granted under
Section 6(a) of the Plan that is not an Incentive Stock Option.

     (s)    "OUTSIDE DIRECTOR" means any Director who qualifies as an "outside
director" within the meaning of Section 162(m) of the Code and as a
"non-employee director" within the meaning of Rule 16b-3.

     (t)    "PARTICIPANT" means an Eligible Individual designated to be granted
an Award under the Plan.

     (u)    "PERFORMANCE AWARD" means any right granted under Section 6(d) of
the Plan.

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     (v)    "PERFORMANCE GOALS" means the performance goals established by the
Committee in connection with the grant of an Award. In the case of Qualified
Performance-Based Awards, (i) such goals shall be based on the attainment of
specified levels of one or more of the following measures with respect to the
Company or such subsidiary, division or department of the Company for or within
which the Participant performances services: revenue growth; earnings before
interest, taxes, depreciation, and amortization; earnings before interest and
taxes; operating income; pre- or after- tax income; earnings per share; cash
flow; cash flow per share; return on equity; return on invested capital; return
on assets; economic value added (or an equivalent metric); share price
performance; total shareholder return; improvement in or attainment of expense
levels; improvement in or attainment of working capital levels and (ii) such
Performance Goals shall be set by the Committee within the time period
prescribed by Section 162(m) of the Code and related regulations. Such
Performance Goals also may be based upon the attaining of specified levels of
Company performance under one or more of the measures described above relative
to the performance of other companies.

     (w)    "PLAN" means this Piper Jaffray Companies 2003 Long-Term Incentive
Plan, as set forth herein and as hereinafter amended from time to time.

     (x)    "QUALIFIED PERFORMANCE-BASED AWARD" means an Award of Restricted
Stock, Restricted Stock Units or Performance Awards designated as such by the
Committee at the time of grant, based upon a determination that (i) the
recipient is or may be a Covered Employee in the year in which the Company would
expect to be able to claim a tax deduction with respect to such Restricted Stock
or Performance Awards and (ii) the Committee wishes such Award to qualify for
the Section 162(m) Exemption.

     (y)    "RESTRICTED STOCK" means any Share granted under Section 6(c) of the
Plan.

     (z)    "RESTRICTED STOCK UNIT" means any unit granted under Section 6(c) of
the Plan evidencing the right to receive a Share (or a cash payment equal to the
Fair Market Value of a Share) at some future date.

     (aa)   "RULE 16b-3" means Rule 16b-3, as promulgated by the Securities and
Exchange Commission under Section 16(b) of the Exchange Act, as amended from
time to time.

     (bb)   "SECTION 162(m) EXEMPTION" means the exemption from the limitation
on deductibility imposed by Section 162(m) of the Code that is set forth in
Section 162(m)(4)(C) of the Code.

     (cc)   "SHARE" or "SHARES" means a share or shares of common stock, par
value $.01 per share, of the Company.

     (dd)   "STOCK APPRECIATION RIGHT" means any right granted under
Section 6(b) of the Plan.

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     (ee)   "STOCK OPTION" means an Incentive Stock Option or a Non-Qualified
Stock Option.

SECTION 3. ADMINISTRATION

     (a)    POWER AND AUTHORITY OF THE COMMITTEE. The Plan shall be administered
by the Committee, except with respect to Awards to non-employee Directors, which
shall be administered by the Nominating and Governance Committee. All references
to the "Committee" with respect to grants to non-employee Directors shall refer
to the Nominating and Governance Committee. Subject to the terms of the Plan and
to applicable law, the Committee shall have full power and authority to:

            (i)     designate Participants;

            (ii)    determine whether and to what extent any type (or types) of
     Award is to be granted hereunder;

            (iii)   determine the number of Shares to be covered by (or the
     method by which payments or other rights are to be determined in connection
     with) each Award;

            (iv)    determine the terms and conditions of any Award or Award
Agreement;

            (v)     subject to Section 9 hereof, amend the terms and conditions
     of any Award or Award Agreement and accelerate the vesting and/or
     exercisability of any Stock Option or waive any restrictions relating to
     any Award; PROVIDED, HOWEVER, that (A) except for adjustments pursuant to
     Section 4(c) of the Plan, in no event may any Stock Option granted under
     this Plan be (x) amended to decrease the Exercise Price thereof, (y)
     cancelled in conjunction with the grant of any new Stock Option with a
     lower Exercise Price, or (z) otherwise subject to any action that would be
     treated, for accounting purposes, as a "repricing" of such Stock Option,
     unless such amendment, cancellation, or action is approved by the
     stockholders of the Company to the extent required by applicable law and
     stock exchange rules and (B) the Committee may not adjust upwards the
     amount payable to a Covered Employee with respect to a Qualified
     Performance-Based Award or waive or alter the Performance Goals associated
     therewith in a manner that would violate Section 162(m) of the Code.

            (vi)    determine whether, to what extent and under what
     circumstances the exercise price of Awards may be paid in cash, Shares,
     other securities, other Awards or other property, or canceled, forfeited or
     suspended;

            (vii)   determine whether, to what extent and under what
     circumstances cash, Shares, other securities, other Awards, other property
     and other amounts payable with respect to an Award under the Plan shall be
     deferred either automatically or at the election of the holder thereof or
     the Committee;

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            (viii)  interpret and administer the Plan and any instrument or
     agreement, including an Award Agreement, relating to the Plan;

            (ix)    adopt, alter, suspend, waive or repeal such rules,
     guidelines and practices and appoint such agents as it shall deem advisable
     or appropriate for the proper administration of the Plan; and

            (x)     make any other determination and take any other action that
     the Committee deems necessary or desirable for the administration of the
     Plan.

Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to the
Plan or any Award or Award Agreement shall be within the sole discretion of the
Committee, may be made at any time and shall be final, conclusive and binding
upon all persons, including without limitation, the Company, its Affiliates,
subsidiaries, shareholders, Eligible Individuals and any holder or beneficiary
of any Award.

     (b)    ACTION BY THE COMMITTEE; DELEGATION. Except to the extent prohibited
by applicable law or the applicable rules of a stock exchange, the Committee may
delegate all or any part of its duties and powers under the Plan to one or more
persons, including Directors or a committee of Directors, subject to such terms,
conditions and limitations as the Committee may establish in its sole
discretion; PROVIDED, HOWEVER, that the Committee shall not delegate its powers
and duties under the Plan (i) with regard to officers or directors of the
Company or any Affiliate who are subject to Section 16 of the Exchange Act or
(ii) in a manner that would cause an Award designated as a Qualified
Performance-Based Award not to qualify for, or to cease to qualify for, the
Section 162(m) Exemption; and PROVIDED, FURTHER, that any such delegation may be
revoked by the Committee at any time.

     (c)    POWER AND AUTHORITY OF THE BOARD. Notwithstanding anything to the
contrary contained herein, except to the extent that the grant or exercise of
such authority would cause any Award or transaction to become subject to (or
lose an exemption under) the short-swing profit recovery provisions of Section
16 of the Exchange Act or cause an Award designated as a Qualified
Performance-Based Award not to qualify for, or to cease to qualify for, the
Section 162(m) Exemption, the Board may, at any time and from time to time,
without any further action of the Committee, exercise the powers and duties of
the Committee under the Plan. To the extent that any permitted action taken by
the Board conflicts with action taken by the Committee, the Board action shall
control.

SECTION 4. SHARES AVAILABLE FOR AWARDS

     (a)    SHARES AVAILABLE. Subject to adjustment as provided in Section 4(c)
of the Plan, the aggregate number of Shares that may be issued under the Plan
shall be equal to the sum of (i) 2,000,000 and (ii) the number of Shares granted
pursuant to Sections 5.3(b) and 5.3(d)(i) of the Employee Benefits Agreement by
and between U.S. Bancorp and the Company dated as of [   ]

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(such Shares granted pursuant to this clause (ii), the "Option Replacement
Shares"), PROVIDED, that in no event shall the number of Option Replacement
Shares exceed 8,000,000 Shares. Shares that may be issued under the Plan may be
authorized but unissued Shares or Shares re-acquired and held in treasury.
Notwithstanding the foregoing, (i) the number of Shares available for granting
Incentive Stock Options under the Plan shall not exceed 500,000, subject to
adjustment as provided in Section 4(c) of the Plan and subject to the provisions
of Section 422 or 424 of the Code or any successor provision, and (ii) the
number of Shares available for granting Restricted Stock and Restricted Stock
Units shall not exceed 2,300,000 subject to adjustment as provided in Section
4(c) of the Plan.

     (b)    ACCOUNTING FOR AWARDS. For purposes of this Section 4, if an Award
entitles the holder thereof to receive or purchase Shares, the number of Shares
covered by such Award or to which such Award relates shall be counted on the
date of grant of such Award against the aggregate number of Shares available for
granting Awards under the Plan. Any Shares that are used by a Participant as
full or partial payment to the Company of the purchase price relating to an
Award, including in connection with the satisfaction of tax obligations relating
to an Award, shall again be available for granting Awards (other than Incentive
Stock Options) under the Plan. In addition, if any Shares covered by an Award or
to which an Award relates are not purchased or are forfeited, or if an Award
otherwise terminates without delivery of any Shares, then the number of Shares
counted against the aggregate number of Shares available under the Plan with
respect to such Award, to the extent of any such forfeiture or termination,
shall again be available for granting Awards under the Plan.

     (c)    ADJUSTMENTS. In the event of any change in corporate capitalization
(including, but not limited to, a change in the number of Shares outstanding),
such as a stock split or a corporate transaction, such as any merger,
consolidation, separation, including a spin-off, or other distribution of stock
or property of the Company (including any extraordinary cash or stock dividend),
any reorganization (whether or not such reorganization comes within the
definition of such term in Section 368 of the Code) or any partial or complete
liquidation of the Company, the Committee or Board may make such substitution or
adjustments in the aggregate number and kind of shares reserved for issuance
under the Plan, and the maximum limitation upon Stock Options and Stock
Appreciation Rights and other Awards to be granted to any Participant, in the
number, kind and Exercise Price of shares subject to outstanding Stock Options
and Stock Appreciation Rights, in the number and kind of shares subject to other
outstanding Awards granted under the Plan and/or such other equitable
substitution or adjustments as it may determine to be appropriate in its sole
discretion (including, without limitation, the provision of an amount in cash in
consideration for any such Awards); PROVIDED, HOWEVER, that the number of shares
subject to any Award shall always be a whole number.

     (d)    AWARD LIMITATIONS. No more than 1,000,000 shares of Common Stock may
be subject to Qualified Performance-Based Awards granted to any Eligible
Individual in any fiscal year of the Company.

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SECTION 5. ELIGIBILITY

     Any Eligible Individual shall be eligible to be designated a Participant.
In determining which Eligible Individuals shall receive an Award and the terms
of any Award, the Committee may take into account the nature of the services
rendered by the respective Eligible Individuals, their present and potential
contributions to the success of the Company or such other factors as the
Committee, in its discretion, shall deem relevant. Notwithstanding the
foregoing, Incentive Stock Options may be granted only to full-time or part-time
employees (which term as used herein includes, without limitation, officers and
Directors who also are employees), and an Incentive Stock Option shall not be
granted to an employee of an Affiliate unless such Affiliate also is a
"subsidiary corporation" of the Company within the meaning of Section 424(f) of
the Code or any successor provision.

SECTION 6. AWARDS

     (a)    STOCK OPTIONS. The Committee is hereby authorized to grant Stock
Options (which may be Non-Qualified Stock Options or Incentive Stock Options) to
Eligible Individuals with the following terms and conditions and with such
additional terms and conditions not inconsistent with the provisions of the Plan
as the Committee shall determine:

            (i)     EXERCISE PRICE. The purchase price per Share purchasable
     under a Stock Option (the "EXERCISE PRICE") shall be determined by the
     Committee; PROVIDED, HOWEVER, that, unless otherwise determined by the
     Committee, such Exercise Price shall not be less than 100% of the Fair
     Market Value of a Share on the date of grant of such Stock Option.

            (ii)    OPTION TERM. The term of each Stock Option shall be fixed by
     the Committee at the time of grant, but in no event shall be more than 10
     years from the date of grant.

            (iii)   TIME AND METHOD OF EXERCISE. The Committee shall determine
     the time or times at which a Stock Option may be exercised in whole or in
     part and the method or methods by which, and the form or forms (including,
     without limitation, cash Shares, other securities, other Awards or other
     property, or any combination thereof, having a Fair Market Value on the
     exercise date equal to the applicable Exercise Price) in which, payment of
     the Exercise Price with respect thereto may be made or deemed to have been
     made.

            (iv)    INCENTIVE STOCK OPTIONS. The Committee may designate Stock
     Options as Non-Qualified Stock Options or as Incentive Stock Options. Any
     Incentive Stock Option authorized under the Plan shall contain such
     provisions as the Committee shall deem advisable, but shall in all events
     be consistent with and contain all provisions required in order to qualify
     the Stock Option as an Incentive Stock Option. To the extent that any Stock
     Option is not designated as an Incentive Stock Option or even if so
     designated does

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     not qualify as an Incentive Stock Option on or subsequent to its grant
     date, it shall constitute a Non-Qualified Stock Option.

     (b)    STOCK APPRECIATION RIGHTS. The Committee is hereby authorized to
grant Stock Appreciation Rights to Eligible Individuals subject to the terms of
the Plan. Each Stock Appreciation Right granted under the Plan shall confer on
the holder upon exercise the right to receive, as determined by the Committee,
cash or a number of Shares equal to the excess of (A) the Fair Market Value of
one Share on the date of exercise (or, if the Committee shall so determine, at
any time during a specified period before or after the date of exercise) over
(B) the grant price of the Stock Appreciation Right as determined by the
Committee, which grant price shall not be less than 100% of the Fair Market
Value of one Share on the date of grant of the Stock Appreciation Right, unless
otherwise determined by the Committee. Subject to the terms of the Plan, the
grant price, term, methods of exercise, dates of exercise, methods of settlement
and any other terms and conditions (including conditions or restrictions on the
exercise thereof) of any Stock Appreciation Right shall be as determined by the
Committee, PROVIDED, that in no event shall the term of a Stock Appreciation
Right be longer than ten years.

     (c)    RESTRICTED STOCK AND RESTRICTED STOCK UNITS. The Committee is hereby
authorized to grant Restricted Stock and Restricted Stock Units to Eligible
Individuals with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan as the
Committee shall determine:

            (i)     RESTRICTIONS. Shares of Restricted Stock and Restricted
     Stock Units shall be subject to such restrictions as the Committee may
     impose (including, without limitation, limitation on transfer, forfeiture
     conditions, limitation on the right to vote a Share of Restricted Stock or
     the right to receive any dividend or other right or property with respect
     thereto), which restrictions may lapse separately or in combination at such
     time or times, in such installments or otherwise as the Committee may deem
     appropriate. The grant or vesting of Restricted Stock and Restricted Stock
     Units may be performance-based or time-based or both. Restricted Stock and
     Restricted Stock Units may be Qualified Performance-Based Awards, in which
     event the grant or vesting, as applicable, of such Restricted Stock or
     Restricted Stock Units shall be conditioned upon the attainment of
     Performance Goals.

            (ii)    STOCK CERTIFICATES; DELIVERY OF SHARES.

                    (A)    Any Restricted Stock granted under the Plan shall be
            evidenced in such manner as the Committee may deem appropriate,
            including book-entry registration or issuance of one or more stock
            certificates. Any certificate issued in respect of shares of
            Restricted Stock shall be registered in the name of such Participant
            and shall bear an appropriate legend referring to the applicable
            Award Agreement and possible forfeiture of such shares of Restricted
            Stock. The Committee may require that the certificates evidencing
            such shares be held in custody by the Company until the restrictions
            thereon shall have lapsed and that, as a condition of any Award of
            Restricted Stock, the Participant shall have

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            delivered a stock power, endorsed in blank, relating to the Shares
            covered by such Award.

                    (B)    In the case of Restricted Stock Units, no Shares or
            other property shall be issued at the time such Awards are granted.
            Upon the lapse or waiver of restrictions and the restricted period
            relating to Restricted Stock Units (or at such later time as may be
            determined by the Committee), Shares or other cash or property shall
            be issued to the holder of the Restricted Stock Units and evidenced
            in such manner as the Committee may deem appropriate, including
            book-entry registration or issuance of one or more stock
            certificates.

            (iii)   FORFEITURE. Except as otherwise determined by the Committee,
     upon a Participant's termination of employment (as determined under
     criteria established by the Committee) during the applicable restriction
     period, all applicable Shares of Restricted Stock and Restricted Stock
     Units at such time subject to restriction shall be forfeited and reacquired
     by the Company; PROVIDED, HOWEVER, that the Committee may, when it finds
     that a waiver would be in the best interest of the Company, waive in whole
     or in part any or all remaining restrictions with respect to Shares of
     Restricted Stock or Restricted Stock Units.

     (d)    PERFORMANCE AWARDS. The Committee is hereby authorized to grant
Performance Awards to Eligible Individuals subject to the terms of the Plan. A
Performance Award granted under the Plan (i) may be denominated or payable in
cash, Shares (including, without limitation, Restricted Stock and Restricted
Stock Units), other securities, other Awards or other property and (ii) shall
confer on the holder thereof the right to receive payments, in whole or in part,
upon the achievement of such performance goals during such performance periods
as the Committee shall establish. Subject to the terms of the Plan, the
performance goals to be achieved during any performance period, the length of
any performance period, the amount of any Performance Award granted, the amount
of any payment or transfer to be made pursuant to any Performance Award and any
other terms and conditions of any Performance Award shall be determined by the
Committee. The Committee may, prior to or at the time of the grant, designate
Performance Awards as Qualified Performance-Based Awards, in which event it
shall condition the settlement thereof upon the attainment of Performance Goals.
Performance Awards denominated in cash that are payable to any individual
Participant with respect to any calendar year will be limited to a maximum of
$5,000,000.

     (e)    DIVIDEND EQUIVALENTS. The Committee is hereby authorized to grant
Dividend Equivalents to Eligible Individuals under which the Participant shall
be entitled to receive payments (in cash, Shares, other securities, other Awards
or other property as determined in the discretion of the Committee) equivalent
to the amount of cash dividends paid by the Company to holders of Shares with
respect to a number of Shares determined by the Committee. Subject to the terms
of the Plan, such Dividend Equivalents may have such terms and conditions as the
Committee shall determine.

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     (f)    OTHER STOCK GRANTS. The Committee is hereby authorized, subject to
the terms of the Plan, to grant to Eligible Individuals Shares without
restrictions thereon as are deemed by the Committee to be consistent with the
purpose of the Plan.

     (g)    OTHER STOCK-BASED AWARDS. The Committee is hereby authorized to
grant to Eligible Individuals, subject to the terms of the Plan, such other
Awards that are denominated or payable in, valued in whole or in part by
reference to, or otherwise based on or related to, Shares (including, without
limitation, securities convertible into Shares), as are deemed by the Committee
to be consistent with the purpose of the Plan. Shares or other securities
delivered pursuant to a purchase right granted under this Section 6(g) shall be
purchased for such consideration, which may be paid by such method or methods
and in such form or forms (including, without limitation, cash, Shares, other
securities, other Awards or other property or any combination thereof), as the
Committee shall determine, the value of which consideration, as established by
the Committee, shall not be less than 100% of the Fair Market Value of such
Shares or other securities as of the date such purchase right is granted, unless
otherwise determined by the Committee.

     (h)    TAX OFFSET BONUS. The Committee may grant to a Participant, at the
time of granting an Award or at any time thereafter, the right to receive a cash
payment in an amount specified by the Committee, to be paid at such time or
times (if ever) as the Award results in compensation income to the Participant,
for the purpose of assisting the Participant to pay the resulting taxes, all as
determined by the Committee and on such other terms and conditions as the
Committee shall determine (a "TAX OFFSET BONUS").

     (i)    GENERAL.

            (i)     CONSIDERATION FOR AWARDS. Awards may be granted for no cash
     consideration or for any cash or other consideration as determined by the
     Committee and required by applicable law.

            (ii)    AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Awards may, in
     the discretion of the Committee, be granted either alone or in addition to,
     in tandem with or in substitution for any other Award or any award granted
     under any plan of the Company or any Affiliate. Awards granted in addition
     to or in tandem with other Awards or in addition to or in tandem with
     awards granted under any such other plan of the Company or any Affiliate
     may be granted either at the same time as or at a different time from the
     grant of such other Awards or awards.

            (iii)   FORMS OF PAYMENT UNDER AWARDS. Subject to the terms of the
     Plan, payments or transfers to be made by the Company or an Affiliate upon
     the grant, exercise or settlement of an Award may be made in such form or
     forms as the Committee shall determine (including, without limitation,
     cash, Shares, promissory notes (PROVIDED, HOWEVER, that the acceptance of
     such notes does not conflict with Section 402 of the Sarbanes-Oxley Act of
     2002), other securities, other Awards or other property or any combination
     thereof), and may be made in a single payment or transfer, in installments
     or

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     on a deferred basis, in each case in accordance with rules and procedures
     established by the Committee. Such rules and procedures may include,
     without limitation, provisions for the payment or crediting of reasonable
     interest on installment or deferred payments or the grant or crediting of
     Dividend Equivalents with respect to installment or deferred payments.

            (iv)    LIMITS ON TRANSFER OF AWARDS. No Award (other than Other
     Stock Grants) and no right under any such Award shall be transferable by a
     Participant otherwise than by will or by the laws of descent and
     distribution and the Company shall not be required to recognize any
     attempted assignment of such rights by any Participant; PROVIDED, HOWEVER,
     that, if so determined by the Committee, a Participant may, in the manner
     established by the Committee, designate a beneficiary or beneficiaries to
     exercise the rights of the Participant and receive any property
     distributable with respect to any Award upon the death of the Participant;
     and PROVIDED, FURTHER, that, if so determined by the Committee, a
     Participant may transfer a Non-Qualified Stock Option to any Family Member
     (as such term is defined in the General Instructions to Form S-8 (or
     successor to such Instructions or such Form)) at any time that such
     Participant holds such Stock Option, whether directly or indirectly or by
     means of a trust or partnership or otherwise, PROVIDED that the Participant
     may not receive any consideration for such transfer, the Family Member may
     not make any subsequent transfers other than by will or by the laws of
     descent and distribution and the Company receives written notice of such
     transfer. Except as otherwise determined by the Committee, each Award
     (other than an Incentive Stock Option) or right under any such Award shall
     be exercisable during the Participant's lifetime only by the Participant
     or, if permissible under applicable law, by the Participant's guardian or
     legal representative. Except as otherwise determined by the Committee, no
     Award (other than an Incentive Stock Option) or right under any such Award
     may be pledged, alienated, attached or otherwise encumbered, and any
     purported pledge, alienation, attachment or other encumbrance thereof shall
     be void and unenforceable against the Company or any Affiliate.

            (v)     TERM OF AWARDS. Subject to Section 6(a)(ii) of the Plan, the
     term of each Award shall be for such period as may be determined by the
     Committee.

            (vi)    RESTRICTIONS. All Shares or other securities delivered under
     the Plan pursuant to any Award or the exercise thereof shall be subject to
     such stop transfer orders and other restrictions as the Committee may deem
     advisable under the Plan, applicable federal or state securities laws and
     regulatory requirements, and the Committee may direct appropriate stop
     transfer orders and cause other legends to be placed on the certificates
     for such Shares or other securities to reflect such restrictions.

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SECTION 7. CHANGE IN CONTROL

     (a)    IMPACT OF EVENT. Notwithstanding any other provision of the Plan to
the contrary, unless otherwise provided by the Committee in any Award Agreement,
in the event of a Change in Control:

     (i)    Any Stock Options and Stock Appreciation Rights outstanding as of
the date of such Change in Control, and which are not then exercisable and
vested, shall become fully exercisable and vested.

     (ii)   The restrictions and deferral limitations applicable to any
Restricted Stock and Restricted Stock Units shall lapse, and such Restricted
Stock and Restricted Stock Units shall become free of all restrictions and
become fully vested.

     (iii)  All Performance Awards shall be considered to be earned and payable
in full, and any deferral or other restriction shall lapse and such Performance
Awards shall be settled in cash or Shares, as determined by the Committee, as
promptly as is practicable.

     (iv)   All restrictions on other Awards shall lapse and such Awards shall
become free of all restrictions and become fully vested.

     (b)    DEFINITION OF CHANGE IN CONTROL. For purposes of the Plan, a "Change
in Control" shall mean the happening of any of the following events:

     (i)    An acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "PERSON") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (1) the then outstanding shares of common
stock of the Company (the "OUTSTANDING COMPANY COMMON STOCK") or (2) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "OUTSTANDING
COMPANY VOTING SECURITIES"); excluding, however, the following: (1) Any
acquisition directly from the Company, other than an acquisition by virtue of
the exercise of a conversion privilege unless the security being so converted
was itself acquired directly from the Company, (2) Any acquisition by the
Company, (3) Any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any entity controlled by the Company,
or (4) Any acquisition pursuant to a transaction which complies with clauses
(1), (2) and (3) of subsection (iii) of this Section 7(b); or

     (ii)   A change in the composition of the Board such that the individuals
who, as of the Effective Date, constitute the Board (such Board shall be
hereinafter referred to as the "INCUMBENT BOARD") cease for any reason to
constitute at least a majority of the Board; PROVIDED, HOWEVER, for purposes of
this Section 7(b), that any individual who becomes a member of the Board
subsequent to the Effective Date, whose election, or nomination for election by
the Company's shareholders, was approved by a vote of at least a majority of
those individuals who are members of the Board and who were also members of the
Incumbent Board (or deemed to be

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such pursuant to this proviso) shall be considered as though such individual
were a member of the Incumbent Board; but, PROVIDED, FURTHER, that any such
individual whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board shall not be so considered as a member
of the Incumbent Board; or

     (iii)  Consummation of a reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the assets of the Company
("CORPORATE TRANSACTION"); excluding, however, such a Corporate Transaction
pursuant to which (1) all or substantially all of the individuals and entities
who are the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Corporate Transaction will beneficially own, directly or indirectly, more than
50% of, respectively, the outstanding shares of common stock, and 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 corporation
resulting from such Corporate Transaction (including, without limitation, a
corporation 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 Corporate Transaction, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be, (2)
no Person (other than the Company, any employee benefit plan (or related trust)
of the Company or such corporation resulting from such Corporate Transaction)
will beneficially own, directly or indirectly, 20% or more of, respectively, the
outstanding shares of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of the outstanding voting
securities of such corporation entitled to vote generally in the election of
directors except to the extent that such ownership existed prior to the
Corporate Transaction, and (3) individuals who were members of the Incumbent
Board will constitute at least a majority of the members of the board of
directors of the corporation resulting from such Corporate Transaction; or

     (iv)   The approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.

SECTION 8. INCOME TAX WITHHOLDING

     No later than the date as of which an amount first becomes includible in
the gross income of a Participant for federal income tax purposes with respect
to any Award under the Plan, the Participant shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of, any federal,
state, local or foreign taxes of any kind required by law to be withheld with
respect to such amount. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements, and the Company and its Affiliates
shall, to the extent permitted by law, be entitled to take such action and
establish such procedures as it deems appropriate to withhold or collect all
applicable payroll, withholding, income or other taxes from such Participant. In
order to assist a Participant in paying all or a portion of the federal, state,

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local and foreign taxes to be withheld or collected upon exercise or receipt of
(or the lapse of restrictions relating to) an Award, the Committee, in its
discretion and subject to such additional terms and conditions as it may adopt,
may permit the Participant to satisfy such tax obligation by (i) electing to
have the Company withhold a portion of the Shares or other property otherwise to
be delivered upon exercise or receipt of (or the lapse of restrictions relating
to) such Award with a Fair Market Value equal to the amount of such taxes or
(ii) delivering to the Company Shares or other property other than Shares
issuable upon exercise or receipt of (or the lapse of restrictions relating to)
such Award with a Fair Market Value equal to the amount of such taxes, PROVIDED
that, in either case, not more than the legally required minimum withholding may
be settled with Shares. Any such election must be made on or before the date
that the amount of tax to be withheld is determined.

SECTION 9. AMENDMENT AND TERMINATION

     (a)    AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend,
discontinue or terminate the Plan at any time; PROVIDED, HOWEVER, that,
notwithstanding any other provision of the Plan or any Award Agreement, without
the approval of the stockholders of the Company, no amendment, alteration,
suspension, discontinuation or termination shall be made that, absent such
approval:

            (i)     requires stockholder approval under the rules or regulations
     of the New York Stock Exchange, any other securities exchange or the
     National Association of Securities Dealers, Inc. that are applicable to the
     Company;

            (ii)    increases the number of Shares authorized under the Plan as
     specified in Section 4(a) of the Plan; or

            (iii)   without such stockholder approval, would cause the Company
     to be unable, under the Code, to grant Incentive Stock Options under the
     Plan.

     (b)    AMENDMENTS TO AWARDS. The Committee may waive any conditions of or
rights of the Company under any outstanding Award, prospectively or
retroactively. Except as otherwise provided herein or in an Award Agreement, the
Committee may not amend, alter, suspend, discontinue or terminate any
outstanding Award, prospectively or retroactively, if such action would
adversely affect the rights of the holder of such Award, without the consent of
the Participant or holder or beneficiary thereof or such amendment would cause a
Qualified Performance-Based Award to cease to qualify for the Section 162(m)
Exemption.

     (c)    CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES. The Committee
may correct any defect, supply any omission or reconcile any inconsistency in
the Plan or any Award in the manner and to the extent it shall deem desirable to
carry the Plan into effect.

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SECTION 10. GENERAL PROVISIONS

     (a)    NO RIGHTS TO AWARDS. No Eligible Individual or other person shall
have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Eligible Individuals or holders or
beneficiaries of Awards under the Plan. The terms and conditions of Awards need
not be the same with respect to any Participant or with respect to different
Participants.

     (b)    AWARD AGREEMENTS. No Participant will have rights under an Award
granted to such Participant unless and until an Award Agreement shall have been
duly executed on behalf of the Company and, if requested by the Company, signed
by the Participant. In the event that any provision of an Award Agreement
conflicts with or is inconsistent in any respect with the terms of the Plan as
set forth herein or subsequently amended, the terms of the Plan shall control.

     (c)    NO RIGHTS OF STOCKHOLDERS. Except with respect to Shares of
Restricted Stock as to which the Participant has been granted the right to vote,
neither a Participant nor the Participant's legal representative shall be, or
have any of the rights and privileges of, a stockholder of the Company with
respect to any Shares issuable to such Participant upon the exercise or payment
of any Award, in whole or in part, unless and until such Shares have been issued
in the name of such Participant or such Participant's legal representative
without restrictions thereto.

     (d)    NO LIMIT ON OTHER COMPENSATION PLANS OR ARRANGEMENTS. Nothing
contained in the Plan shall prevent the Company or any Affiliate from adopting
or continuing in effect other or additional compensation arrangements, and such
arrangements may be either generally applicable or applicable only in specific
cases.

     (e)    NO RIGHT TO EMPLOYMENT. The Plan shall not constitute a contract of
employment, and adoption of the Plan or the grant of an Award shall not be
construed as giving a Participant the right to be retained as an employee of the
Company or an Affiliate, or a non-employee Director to be retained as a
Director, nor shall it affect in any way the right of the Company or an
Affiliate to terminate such employment at any time, with or without cause. In
addition, the Company or an Affiliate may at any time dismiss a Participant from
employment free from any liability or any claim under the Plan or any Award,
unless otherwise expressly provided in the Plan or in any Award Agreement.

     (f)    GOVERNING LAW. The Plan and all Awards granted and actions taken
thereunder shall be governed by and construed in accordance with the laws of the
State of Delaware, without reference to principles of conflict of laws thereof.

     (g)    SEVERABILITY. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction
or would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the purpose

                                       15
<Page>

or intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction or Award, and the remainder of the Plan or any such Award shall
remain in full force and effect.

     (h)    APPLICATION TO PARTICIPANTS OUTSIDE THE UNITED STATES. In the event
an Award is granted to a Participant who is employed or providing services
outside the United States and who is not compensated from a payroll maintained
in the United States, the Committee may, in its sole discretion, modify the
provisions of the Plan as they pertain to such individual to comply with
applicable foreign law.

     (i)    NO TRUST OR FUND CREATED. Neither the Plan nor 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 an Eligible
Individual 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.

     (j)    OTHER BENEFITS. No compensation or benefit awarded to or realized by
any Participant under the Plan shall be included for the purpose of computing
such Participant's compensation under any compensation-based retirement,
disability, or similar plan of the Company unless required by law or otherwise
provided by such other plan.

     (k)    NO FRACTIONAL SHARES. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash shall be paid in lieu of any fractional Shares or whether such
fractional Shares or any rights thereto shall be canceled, terminated or
otherwise eliminated.

     (l)    HEADINGS. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

     (m)    SECTION 16 COMPLIANCE; SECTION 162(m) ADMINISTRATION. The Plan is
intended to comply in all respects with Rule 16b-3 or any successor provision,
as in effect from time to time, and in all events the Plan shall be construed in
accordance with the requirements of Rule 16b-3. If any Plan provision does not
comply with Rule 16b-3 as hereafter amended or interpreted, the provision shall
be deemed inoperative. The Board, in its absolute discretion, may bifurcate the
Plan so as to restrict, limit or condition the use of any provision of the Plan
with respect to persons who are officers or directors subject to Section 16 of
the Exchange Act without so restricting, limiting or conditioning the Plan with
respect to other Eligible Individuals. The Company intends that all Stock
Options and Stock Appreciation Rights granted under the Plan to individuals who
are or who the Committee believes will be Covered Employees will constitute
"qualified performance-based compensation" within the meaning of Section 162(m)
of the Code.

     (n)    CONDITIONS PRECEDENT TO ISSUANCE OF SHARES. Shares shall not be
issued pursuant to the exercise or payment of the Exercise Price or purchase
price relating to an Award unless such exercise or payment and the issuance and
delivery of such Shares pursuant thereto shall

                                       16
<Page>

comply with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended from time to time, the Exchange Act, the
rules and regulations promulgated thereunder, the requirements of any
applicable stock exchange and the Delaware General Corporation Law. As a
condition to the exercise or payment of the Exercise Price or purchase price
relating to such Award, the Company may require that the person exercising or
paying the Exercise Price or purchase price represent and warrant that the
Shares are being purchased only for investment and without any present intention
to sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation and warranty is required by law.

SECTION 11. EFFECTIVE DATE OF PLAN

     Upon its adoption by the Board, the Plan shall be submitted for approval by
the stockholders of the Company and shall be effective as of the date of such
approval (the "EFFECTIVE DATE").

SECTION 12. TERM OF THE PLAN

     The Plan will terminate on the tenth anniversary of the Effective Date or
any earlier date of discontinuation or termination established pursuant to
Section 9 of the Plan. However, unless otherwise expressly provided in the Plan
or in an applicable Award Agreement, any Award theretofore granted may extend
beyond such date, and the authority of the Committee provided for hereunder with
respect to the Plan and any Awards, and the authority of the Board to amend the
Plan, shall extend beyond the termination of the Plan.

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