Exhibit 10.1  


THE ALLSTATE CORPORATION

EQUITY INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS

As Amended and Restated on September 8, 2003 effective as of June 1, 20041  


I.     Purpose.  


        The purpose of The Allstate Corporation Equity Incentive Plan for Non-Employee Directors (the "Plan")
is to promote the interests of The Allstate Corporation (the "Company") by providing an inducement to obtain and retain the services of qualified
persons as members of the Company's Board of Directors (the "Board") and to align more closely the interests of such persons with the interests of the
Company's stockholders by providing a significant portion of the compensation provided to such persons in the form of equity securities of the Company. 


II.    Administration.  


        The Plan shall be administered by the Committee. The Committee shall have full power to construe and interpret the Plan and Shares and Options granted hereunder,
to establish and amend rules for its administration and to correct any defect or omission and to reconcile any inconsistency in the Plan or in any Share or Option granted hereunder to the extent the
Committee deems desirable to carry the Plan or any Share or Option granted hereunder into effect. Any decisions of the Committee in the administration of the Plan shall be final and conclusive. The
Committee may authorize any one or more of its members, the secretary of the Committee or any officer of the Company to execute and deliver documents on behalf of the Committee. Each member of the
Committee, and, to the extent provided by the Committee, any other person to whom duties or powers shall be delegated in connection with the Plan, shall incur no liability with respect to any action
taken or omitted to be taken
in connection with the Plan and shall be fully protected in relying in good faith upon the advice of counsel, to the fullest extent permitted under applicable law. 



III.  Eligibility.  


        Each Non-Employee Director shall be eligible to participate in the Plan. 


IV.    Limitation on Aggregate Shares.  


        A.    Maximum Number of Shares.    The aggregate maximum number of Shares that may be granted pursuant to the Plan or
delivered upon exercise of Options granted pursuant to the Plan shall be 580,000 shares. Such maximum number of Shares is subject to adjustment under the provisions of Section IV.B. The Shares
to be granted pursuant to the Plan or delivered 




	1
	Until
June 1, 2004, the Plan as amended and restated on September 18, 2000, effective as of June 1, 2001, shall remain in effect. 


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upon
exercise of Options may be either (i) authorized but unissued Shares or (ii) Shares previously issued which have been reacquired by the Company ("Treasury Shares"); provided,
however, that on or after June 1, 2001, only Treasury Shares shall be granted pursuant to the Plan or delivered upon exercise of Options (other than upon exercise of Options granted prior to
such date). In the event any Option or Reload Option shall, for any reason, terminate or expire or be surrendered without having been exercised in full, the Shares subject to such Option or Reload
Option but not purchased thereunder shall be available for future Options or Reload Options to be granted under the Plan. 



        B.    Adjustment.    The maximum number of Shares referred to in Section IV.A of the Plan, the number of
Shares granted pursuant to Section VI of the Plan, the number of Options granted pursuant to Section VII of the Plan, and the option price and the number of Shares which may be purchased
under any outstanding Option granted under Section VII of the Plan shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding Shares as the result of
(i) the declaration and payment of a dividend payable in Common Stock, or the division of the Common Stock
outstanding at the date hereof (or the date of the grant of any such outstanding Option, as applicable) into a greater number of Shares without the receipt of consideration therefor by the Company, or
any other increase in the number of such Shares of the Company outstanding at the date hereof (or the date of the grant of any such outstanding Option, as applicable) which is effective without the
receipt of consideration therefor by the Company (exclusive of any Shares granted by the Company to employees of the Company or any of its Subsidiaries without receipt of separate consideration by the
Company), or (ii) the consolidation of the Shares outstanding at the date hereof (or the date of the grant of any such outstanding Option, as applicable) into a smaller number of Shares without
the payment of consideration thereof by the Company, or any other decrease in the number of such Shares outstanding at the date hereof (or the date of the grant of any such outstanding Option, as
applicable) effected without the payment of consideration by the Company; provided, however, that the total option price for all Shares which may be
purchased upon the exercise of any Option granted pursuant to the Plan (computed by multiplying the number of Shares originally purchasable thereunder, reduced by the number of such Shares which have
theretofore been purchased thereunder, by the original option price per share before any of the adjustments herein provided for) shall not be changed. 


        In
the event of a change in the Common Stock as presently constituted which is limited to a change of the Company's authorized shares with a par value into the same number of shares with
a different par value or without par value, the shares resulting from any such change will be deemed to be the Common Stock within the meaning of this Plan and no adjustment will be required pursuant
to this Section IV.B. 


        The
foregoing adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this
Section IV.B, a Non-Employee Director shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any
other increase or decrease in the number of shares of stock of any class. 


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V.     Definitions.  


        The following terms shall have the meanings set forth below when used herein: 


        "Code" means the Internal Revenue Code of 1986, as amended. 


        "Committee" means the Nominating and Governance Committee of the Board, any successor committee of the Board performing similar functions
or, in the absence of such a committee, the Board. 


        "Common Stock" means the Common Stock, par value $.01 per share, of the Company. 


        "Disability" means a mental or physical condition which, in the opinion of the Committee, renders a Non-Employee Director
unable or incompetent to carry out his or her duties as a member of the Board and which is expected to be permanent or for an indefinite duration. 


        "Election Shares" means any Shares issued to a Non-Employee Director pursuant to the election of such person to receive such
Shares in lieu of cash compensation made in accordance with Section VIII.B. 


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


        "Exchange Act" means the Securities Exchange Act of 1934, as amended. 


        "Fair Market Value" of any Share means, as of any applicable date, the mean between the high and low prices of the Shares as reported on
the New York Stock Exchange-Composite Tape, or if no such reported sale of the Shares shall have occurred on such date, on the next preceding date on which there was such a reported sale. 



        "Initial Election Date" means, for each Non-Employee Director, the later to occur of (i) the date the Plan is approved
and adopted by the Company's stockholders pursuant to Section XIII of the Plan, and (ii) the date of such member's initial election or appointment to the Board. 


        "Non-Employee Director" means each member of the Board who is not an officer or employee of the Company or any of its
Subsidiaries. 


        "Option" means an option to purchase shares of Common Stock. 


        "Shares" means shares of Common Stock. 


        "Subsidiary" means any partnership, corporation, association, limited liability company, joint stock company, trust, joint venture,
unincorporated organization or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or 


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trustees
thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other Subsidiaries of the Company or a combination thereof, or (ii) if a
partnership, association, limited liability company, joint stock company, trust, joint venture, unincorporated organization or other business entity, a majority of the partnership or other similar
equity ownership interest thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more Subsidiaries of the Company or a combination thereof. For purposes hereof,
the Company or a Subsidiary shall be deemed to have a majority ownership interest in a partnership, association, limited liability company, joint stock company, trust, joint venture, unincorporated
organization or other business entity if the Company or such Subsidiary shall be allocated a majority of partnership, association, limited liability company, joint stock company, trust, joint venture,
unincorporated organization or other business entity gains or losses or shall be or control the managing director, the trustee, the manager or the general partner of such partnership, association,
limited liability company, joint stock company, trust, joint venture, unincorporated organization or other business entity. 


VI.   Formula Restricted Stock Grants for Non-Employee Directors.  


        A.    Annual Grant of Shares.    Beginning December 1, 2004, on December 1 of each year 2,000 Shares
shall automatically be granted to each Non-Employee Director serving on the Board on such date who has served in such capacity since June 1 of such year. If any person serving as a
Non-Employee Director on June 1 of 2004 or any subsequent year ceases to serve as a director of the Company prior to December 1 of such year, such director shall be
automatically granted on his or her last day of service a number of Shares equal to (i) 2,000 multiplied by (ii) a fraction, the numerator
of which is the number of full calendar months such Non-Employee Director has served on the Board during the period beginning on such June 1 and ending on such director's last date
of service and the denominator of which is 6. 


        B.    Grant for Newly Appointed Directors.    If after June 1, 2004 a Non-Employee Director is
initially elected or appointed to the Board effective on any date other than June 1, such Non-Employee Director shall automatically be granted, on the June 1 following the
date he or she joins the Board (or such earlier date as he or she ceases to serve as a director), a number of Shares equal to (i) 2,000 multiplied
by (ii) a fraction, the numerator of which is the number of full calendar months such Non-Employee Director has served on the Board during the period
beginning on the date such director joined the Board and ending on the following May 31 (or such earlier date as he or she ceases to serve as a director) and the denominator of which is 6;
provided that such fraction shall in no event be greater than one. 


        C.    Rounding of Share Amounts.    To the extent that application of the foregoing formulas would result in
fractional Shares being issuable, such Non-Employee Director shall be granted a number of Shares equal to the nearest whole number of Shares. 


        D.    Payment for Estimated Taxes.    In addition, the Company shall pay to each Non-Employee Director, in
cash, as soon as practicable after each issuance of Shares
pursuant to this Section VI prior to June 1, 2004, an amount equal to the estimated increase in such Non- 


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Employee
Director's federal, state and local tax liabilities as a result of such grant of Shares, assuming the maximum statutory tax rates applicable to such Non-Employee Director. 


        E.    Restrictions.    The Non-Employee Directors shall have no rights as a shareholder with respect to
any Shares to be granted pursuant to this Section VI prior to the time such Shares are granted. Upon such grant, the Shares shall be represented by a stock certificate registered in the name of
the holder. The Shares granted pursuant to this Section VI shall be fully vested, but shall be subject to certain restrictions during the Non-Employee Director's service as a
director of the Company and the one-year period following termination of such service (the "Restriction Period"). The holder shall have the
right to enjoy all shareholder rights during the Restriction Period (including the right to vote the Shares and the right to receive any cash or other dividends paid in respect thereof) with the
exception that (i) the holder may not sell, transfer, pledge or assign the Shares during the Restriction Period, and (ii) the Company shall retain custody of the certificates
representing the Shares during the Restriction Period. 


        All
restrictions shall lapse and the holder of the Shares shall be entitled to the delivery of a stock certificate or certificates representing the Shares (and to the removal of any
restrictive legend set forth on such certificates) upon the earlier of (i) the date of the holder's death or Disability, and (ii) one year after the date on which the holder is no longer
serving as a director of the Company. 


VII. Formula Stock Option Grants for Non-Employee Directors.  



        A.    Annual Grant of Options.    On June 1 of each year, beginning June 1, 2001, Options to purchase
4,000 Shares shall automatically be granted to each Non-Employee Director serving on the Board on such date. If any such Non-Employee Director will be required to retire
(pursuant to the policies of the Board) during the 12 month period beginning on the date of any grant (or if any such Non-Employee Director has notified the Board that he or she
intends to resign from the Board for any reason during the 12 month period beginning on the date of any grant), such director shall instead be granted on June 1 of the relevant year
Options to purchase a number of Shares equal to (i) 4,000, multiplied by (ii) a fraction, the numerator of which is the number of full
calendar months such Non-Employee Director will serve on the Board during the period beginning on such June 1 and ending on such director's last date of service and the denominator
of which is 12. 


        B.    Grant for Newly Appointed Directors.    If after June 1, 2001 a Non-Employee Director is
initially elected or appointed to the Board effective on any date other than June 1, such Non-Employee Director shall automatically be granted, on the date he or she joins the
Board, Options to purchase a number of Shares equal to (i) 4,000, multiplied by (ii) a fraction, the
numerator of which is the number of full calendar months such Non-Employee Director will serve on the Board during the period beginning on the date such director joins the Board and ending
on the following May 31 and the denominator of which is 12. 


        C.    Option Exercise Price.    The exercise price per Share for each Option shall be 100% of the Fair Market Value of
a Share on the date of grant, subject to Section IV.B. 


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        D.    Term of Options.    Each Option shall be exercisable for ten years after the date of grant, subject to
Section VII.F. 


        E.    Conditions and Limitations on Exercise.    



        (i)    Vesting.    Each Option shall vest in three installments as follows: (i) on each of the first and second
anniversaries of the date of grant, as to one-third of the Shares subject to such Option (with any resulting fractional Share rounded to the nearest whole Share) and (ii) on the
third anniversary of the date of grant, as to the remaining unvested portion of such Option. Upon a Non-Employee Director's mandatory retirement pursuant to the policies of the Board, the
unvested portions of any outstanding Options held by such Non-Employee Director shall fully vest. Upon the termination of a Non-Employee Director's tenure for any other reason,
the unvested portions of any outstanding Options shall expire and no Options granted to such Non-Employee Director shall vest after the termination of such director's tenure on the Board. 



        (ii)    Exercise.    Each Option shall be exercisable in one or more installments and shall not be exercisable for
less than 100 Shares, unless the exercise represents the entire remaining exercisable balance of a grant or grants. Each Option shall be exercised by delivery to the Company of written notice of
intent to purchase a specific number of Shares subject to the Option. The option price of any Shares as to which an Option shall be exercised shall be paid in full at the time of the exercise. Payment
may, at the election of the Non-Employee Director, be made in any one or any combination of the following forms: 



        (a)   check
or wire transfer of funds in such form as may be satisfactory to the Committee; 


        (b)   delivery
of Shares valued at their Fair Market Value on the date of exercise or, if the date of exercise is not a business day, the next preceding business day; 


        (c)   through
simultaneous sale through a broker of unrestricted Shares acquired on exercise, as permitted under Regulation T of the Federal Reserve Board; or 



        (d)   by
authorizing the Company in his or her written notice of exercise to withhold from issuance a number of Shares issuable upon exercise of such Option which, when
multiplied by the Fair Market Value of Common Stock on the date of exercise (or, if the date of exercise is not a business day, the next preceding business day), is equal to the aggregate exercise
price payable with respect to the Option so exercised. 





        In
the event a Non-Employee Director elects to pay the exercise price payable with 


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respect
to an Option pursuant to clause (b) above, (i) only a whole number of Share(s) (and not fractional Shares) may be tendered in payment, (ii) such Non-Employee
Director must present evidence acceptable to the Company that he or she has owned any such Shares tendered in payment of the exercise price (and that such Shares tendered have not been subject to any
substantial risk of forfeiture) for at least six months prior to the date of exercise, and (iii) the certificate(s) for all such Shares tendered in payment of the exercise price must be
accompanied by duly executed instruments of transfer in a form acceptable to the Company. When payment of the Option exercise price is made by the tender of Shares, the difference, if any, between the
aggregate exercise price payable with respect to the Option being exercised and the Fair Market Value of the Share(s) tendered in payment (plus any applicable taxes) shall be paid by check or wire
transfer of funds. No Non-Employee Director may tender Shares having a Fair Market Value exceeding the aggregate exercise price payable with respect to the Option being exercised. 


        In
the event a Non-Employee Director elects to pay the exercise price payable with respect to an Option pursuant to clause (d) above, (i) only a whole number of
Share(s) (and not fractional Shares) may be withheld in payment and (ii) such Non-Employee Director must present evidence acceptable to the Company that he or she has owned a number
of Shares at least equal to the number of Shares to be withheld in payment of the exercise price (and that such owned Shares have not been subject to any substantial risk of forfeiture) for at least
six months prior to the date of exercise. When payment of the Option exercise price is made by the withholding of Shares, the difference, if any, between the aggregate exercise price payable with
respect to the Option being exercised and the Fair Market Value of the Share(s) withheld in payment (plus any applicable taxes) shall be paid by check or wire transfer of funds. No
Non-Employee Director may authorize the withholding of Shares having a Fair Market Value exceeding the aggregate exercise price payable with respect to the Option being exercised. Any
withheld Shares shall no longer be issuable under such Option. 


        F.    Additional Provisions.    



        (i)    Accelerated Expiration of Options Upon Termination of Directorship.    Upon the termination of a
Non-Employee Director's tenure for any reason, each outstanding vested and previously unexercised Option shall expire three months after the date of such termination;  provided that (a) upon the
termination of a Non-Employee Director's tenure as a result of death or Disability, each outstanding
vested and previously unexercised Option shall expire two years after the date of his or her termination as a director, and (b) upon the mandatory retirement of a Non-Employee
Director pursuant to the policies of the Board, each outstanding vested and previously unexercised Option shall expire five years after the date of his or her termination as a
director. In no event shall the provisions of this Section VII.F operate to extend the original expiration date of any Option. 


        (ii)    Sale of the Company.    In the event of a merger of the Company with or into another corporation constituting
a change of control of the Company, a sale of all or substantially all of the Company's assets or a sale of a majority of the Company's outstanding voting securities (a "Sale of the Company"), the
Options may be assumed by 



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the
successor corporation or a parent of such successor corporation or substantially equivalent options may be substituted by the successor corporation or a parent of such successor corporation, and
if the successor corporation does not assume the Options or substitute options, then all outstanding and unvested Options shall become immediately exercisable and all outstanding Options shall
terminate if not exercised as of the date of the Sale of the Company (or other prescribed period of time). The Company shall provide at least 30 days prior written notice of the Sale of the
Company to the holders of all outstanding Options, which notice shall state whether (a) the Options will be assumed by the successor corporation or substantially equivalent options will be
substituted by the successor corporation, or (b) the Options are thereafter vested and exercisable and will terminate if not exercised as of the date of the Sale of the Company (or other
prescribed period of time). 


        (iii)    Liquidation or Dissolution.    In the event of the liquidation or dissolution of the Company, Options shall
terminate immediately prior to the liquidation or dissolution. 




        G.    Grant of Reload Options.    A Non-Employee Director who exercises all or any portion of an Option
granted under the Plan before June 1, 2004 by the tender or withholding of Shares which have a Fair Market Value equal to not less than 100% of the exercise price for such Options (the
"Exercised Options") shall be granted, subject to Section IV, an additional option (a "Reload
Option") for a number of Shares equal to the sum of the number of Shares tendered or withheld in payment of the exercise price for the Exercised Options. Options granted on and
after June 1, 2004 shall not provide for the grant of a Reload Option upon exercise. 


        Reload
Options shall be subject to the following terms and conditions: 



        (i)    the
grant date for each Reload Option shall be the date of exercise of the Exercised Option to which it relates; 



        (ii)   subject
to clause (iii) below, the Reload Option may be exercised at any time during the unexpired term of the Exercised Option (subject to earlier termination
thereof as provided in the Plan); and 


        (iii)  the
other terms of the Reload Option shall be the same as the terms of the Exercised Option to which it relates and shall be subject to the provisions of the Plan,
except that (a) the option price shall be the Fair Market Value of the Shares on the grant date of the Reload Option, (b) no Reload Option
may be exercised within six months from the grant date thereof, and (c) no other Reload Option shall be granted upon exercise of such Reload Option. 




        H.    Non-Qualified Stock Options.    All Options granted under the Plan shall be
non-qualified options not entitled to special tax treatment under Code Section 422, as may be amended from time to time. 


VIII. Election to Receive Stock in Lieu of Cash Compensation  


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        A.    General.    A Non-Employee Director may elect to reduce the cash compensation otherwise payable for
services to be rendered by him or her as a director for any period beginning on June 1 and continuing to the following May 31 (or such other period for which cash compensation is payable
to Non-Employee Directors pursuant to the policies of the Board), beginning June 1, 1996 and to receive in lieu thereof Election Shares as provided in this Section VIII. 


        B.    Election.    By the later of (i) the date of the Company's annual meeting of stockholders next preceding
the June 1 to which such election relates (but in no event less than five business days prior to such June 1) and (ii) such Non-Employee Director's Initial Election
Date, each Non-Employee Director may make an irrevocable election to receive, in lieu of all or a specified percentage (which percentage shall be in 10% increments) of the cash
compensation to which such director would otherwise be entitled as a member of the Board and any committee thereof (including the annual retainer fee and any meeting or other fees payable for services
on the Board or any committee thereof, but excluding any reimbursement for out-of-pocket expenses) for the year beginning the following June 1 (or such other period for
which cash compensation is payable to such Non-Employee Director pursuant to the policies of the Board), an equivalent value in Election Shares granted in accordance with this
Section VIII. An election shall be effective (i) if made in accordance with clause (i) of the preceding sentence, beginning on the June 1 following such election; and
(ii) if made on such Non-Employee Director's Initial Election Date, immediately. 


        Each
such election shall (i) be in writing in a form prescribed by the Company, (ii) specify the amount of cash compensation to be received in the form of Election Shares
(expressed as a percentage of the compensation otherwise payable in cash), and (iii) be delivered to the Secretary of the Company. Such election may not be revoked or changed thereafter except
as to compensation for services to be rendered in any 12 month period beginning on any June 1 at least six months following such revocation or new election. 



        C.    Issuance of Common Stock.    If a Non-Employee Director elects pursuant to Section VIII.B
above to receive Election Shares, there shall be issued to such director promptly following each subsequent June 1 for which such election is effective (or promptly following the first day of
such other period for which such election is effective) a number of Election Shares equal to the amount of compensation otherwise payable for the 12 month period beginning on such June 1
(or the other period for which such election is effective) divided by the Fair Market Value of the Election Shares on such June 1 (or on the first day of such other period). To the extent that
the application of the foregoing formula would result in fractional shares of Common Stock being issuable, cash will be paid to the Non-Employee Director in lieu of such fractional
Election Shares based upon the Fair Market Value of such fractional Election Share. 


        D.    Compliance with Exchange Act.    The election to receive Election Shares is intended to comply in all respects
with Rule 16b-3(d)(1) promulgated under Section 16(b) of the Exchange Act such that the issuance of Election Shares under the Plan on a grant date occurring at least six
months after the election shall be exempt from Section 16(b) of the Exchange Act. 


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        E.    Grant Date.    The grant date for each Election Share for the Non-Employee Director electing such
option shall be the first day of the period to which such election relates and is effective. 



IX.   Miscellaneous Provisions.  


        A.    Rights of Non-Employee Directors.    No Non-Employee Director shall be entitled under
the Plan to voting rights, dividends or other rights of a stockholder prior to the issuance of Common Stock. Neither the Plan nor any action taken hereunder shall be construed as giving any
Non-Employee Director any right to be retained in the service of the Company. 


        B.    Limitations on Transfer and Exercise.    All Options granted under the Plan shall not be transferable by the
Non-Employee Director, other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, as defined by Section 1 et seq, of the Code,
Title I of ERISA or the rules and regulations thereunder, and shall be exercisable during the Non-Employee Director's lifetime only by such Non-Employee Director or by such
Non-Employee Director's guardian or other legal representative; provided, however, that the vested portions of Options may be transferred by
the Non-Employee Director during his lifetime to (a) any member of his immediate family, (b) to a trust established for the exclusive benefit of himself or one or more
members of his immediate family, or (c) to a partnership, the partners of which are limited to the Non-Employee Director and members of his immediate family. A transfer of an Option
pursuant to this paragraph may only be effected by the Company at the written request of a Non-Employee Director and shall become effective only when recorded in the Company's record of
outstanding Options. In the event an Option is transferred as contemplated in this paragraph, any Reload Options associated with such transferred
Option shall terminate, and such transferred Option may not be subsequently transferred by the transferee except by will or the laws of descent and distribution. Otherwise, a transferred Option shall
continue to be governed by and subject to the terms and limitations of the Plan and the relevant grant, and the transferee shall be entitled to the same rights as the Non-Employee
Director, as if no transfer had taken place. As used in this paragraph, "immediate family" shall mean, with respect to any person, his/her spouse, any child, stepchild or grandchild, and shall include
relationships arising from legal adoption. 


        C.    Compliance with Laws.    No shares of Common Stock shall be issued hereunder unless counsel for the Company
shall be satisfied that such issuance will be in compliance with applicable federal, state, local and foreign securities, securities exchange and other applicable laws and requirements. Each Share
granted pursuant to Section VI or Section VIII and each Option granted pursuant to Section VII shall be subject to the requirement that if at any time the Committee shall
determine, in its discretion, that the listing, registration or qualification of the Shares granted or subject to the Option upon any securities exchange or under any state or federal securities or
other law or regulation, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to or in connection with the granting of such Share, such Option or
the issuance or purchase of Shares thereunder, no such Share may be issued and no Option may be exercised or paid in Common Stock, in whole or in part, unless such listing, 


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registration,
qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. The holder of such Share or Option will supply the
Company with such certificates, representations and information as the Company shall request and shall otherwise cooperate with the Company in obtaining such listing, registration, qualification,
consent or approval. The Committee may at any time impose any limitations upon the sale of a Share or the exercise of an Option or the sale of the Common Stock issued upon exercise of an Option that,
in the Committee's discretion, are necessary or desirable in order to comply with Section 16(b) of the Exchange Act and the rules and regulations thereunder. The Committee may at any time
impose additional limitations, or may amend or delete the existing limitations, upon the exercise of Options by the tender or withholding of Shares in accordance with Section VII.E (including
an amendment or deletion of the related ownership period for Shares specified in such Section), if such additional, amended or deleted limitations are necessary, desirable or no longer required (as
the case may be) to remain in compliance with applicable accounting pronouncements relating to the treatment of the plan as a fixed plan for accounting purposes. 


        D.    Payment of Withholding Tax.    Whenever Shares are to be issued pursuant to Section VI or
Section VIII of the Plan or upon exercise of Options issued pursuant to Section VII of the Plan, the Company shall be entitled to require as a condition of delivery (i) that the
participant remit an amount sufficient to satisfy all federal, state and local withholding tax requirements related thereto, (ii) the withholding of Shares due to the participant under the Plan
with a Fair Market Value equal to such amount, or (iii) any combination of the foregoing. 



        E.    Expenses.    The expenses of the Plan shall be borne by the Company and its Subsidiaries. 


        F.    Deemed Acceptance, Ratification and Consent.    By accepting any Common Stock hereunder or other benefit under
the Plan, each Non-Employee Director and each person claiming under or through him or her shall be conclusively deemed to have indicated his or her acceptance and
ratification of, and consent to, any action taken under the Plan by the Company, the Board or the Committee. 



        G.    Securities Act Registration.    The Company shall use its best efforts to cause to be filed under the Securities
Act of 1933, as amended, a registration statement covering the Shares issued, and issuable upon exercise of options granted, under the Plan. 


        H.    Governing Law.    The provisions of the Plan shall be governed by and construed in accordance with the laws of
the State of Delaware. 


        I.    Election Shares.    Pending the grant of Election Shares hereunder, all compensation earned by a
Non-Employee Director with respect to which an election to receive the grant of Election Shares pursuant to Section VIII.B has been made shall be the property of such director and
shall be paid to him or her in cash in the event that Election Shares are not granted by the Company hereunder. 


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        J.    Headings; Construction.    Headings are given to the sections of the Plan solely as a convenience to facilitate
reference. Such headings, numbering and paragraphing shall not in any case be deemed in any way material or relevant to the construction of the Plan or any provisions hereof. The use of the singular
shall also include within its meaning the plural, where appropriate, and vice versa. 


X.    This section intentionally left blank.  


XI.   Amendment.  


        The Plan may be amended at any time and from time to time by resolution of the Board as the Board shall deem advisable; provided,
however, that no amendment shall become effective without stockholder approval if such stockholder approval is required by law, rule or regulation. No amendment of the Plan
shall materially and adversely affect any right of any participant with respect to any Options or Shares theretofore granted under the Plan without such participant's written consent, except for any
modifications required to maintain compliance with any federal or state statute or regulation. 


XII. Termination.  


        The Plan shall terminate upon the earlier of the following dates or events to occur: 



        (i)    upon
the adoption of a resolution of the Board terminating the Plan; and 


        (ii)   ten
years from the date the Plan is initially approved and adopted by the stockholders of the Company in accordance with Article XIII. 




        Except
as specifically provided herein, no termination of the Plan shall materially and adversely affect any of the rights or obligations of any person without his or her consent with
respect to any Options or Shares theretofore granted under the Plan. 



XIII. Stockholder Approval and Adoption.  


        The Plan was originally adopted by the Board on March 12, 1996 and was approved and adopted at a meeting of the stockholders of the Company held on
May 21, 1996. The Plan was amended and restated by the Board at meetings held on November 12, 1996, August 14, 1997 and, in connection with a 2-for-1 stock
split in the form of a dividend, effective as of July 2, 1998. The Plan was further amended and restated by the Board at meetings held on November 10, 1998, on September 18, 2000,
effective as of June 1, 2001 and on September 8, 2003 effective as of June 1, 2004. Until June 1, 2004, the Plan as amended and restated on September 18, 2000,
effective as of June 1, 2001 shall remain in effect. 


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