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                                                                   EXHIBIT 10.62



                           RADNOR HOLDINGS CORPORATION


                      2003 OMNIBUS EQUITY COMPENSATION PLAN



                                        Adopted by Radnor Holdings Corporation
                                        Board of Directors on November 19, 2003

                                        Approved by Radnor Holdings Corporation
                                        Stockholders on November 19, 2003


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                           RADNOR HOLDINGS CORPORATION
                           ---------------------------

                      2003 OMNIBUS EQUITY COMPENSATION PLAN
                      -------------------------------------

     1.   Purpose
          -------

     The Radnor Holdings Corporation 2003 Omnibus Equity Compensation Plan (the
"Plan") is hereby established as a successor to the Radnor Holdings Corporation
Equity Incentive Plan (the "Prior Plan"). The Prior Plan is hereby merged into
this Plan as of the Effective Date of this Plan (as set forth in Section 20),
and no additional grants shall be made under the Prior Plan. Outstanding grants
under the Prior Plan shall continue in effect according to their terms as of the
Effective Date (subject to such amendments as the Committee (as defined below)
determines consistent with the Prior Plan), but shares with respect to
outstanding grants under the Prior Plan shall be issued or transferred under
this Plan.

     The purpose of the Plan is to provide (i) designated employees of Radnor
Holdings Corporation ("Radnor Holdings") and its subsidiaries, (ii) non-employee
members of Radnor Holdings' Board of Directors and (iii) certain consultants and
advisors who perform services for the Company and its subsidiaries, with the
opportunity to receive grants of incentive stock options, nonqualified stock
options, stock units, performance units, stock awards, dividend equivalents and
other stock-based awards. Radnor Holdings believes that the Plan will encourage
the participants to contribute materially to Radnor Holdings' growth, thereby
benefiting its stockholders, and will align the economic interests of the
participants with those of the stockholders.

     2.   Definitions
          -----------

     Whenever used in this Plan, the following terms will have the respective
meanings set forth below:

     (a)  "Board" means Radnor Holdings' Board of Directors as constituted from
time to time.

     (b)  "Change of Control" means the first to occur of any of the following
events:

          (i)   the purchase or other acquisition by any person, entity, or
group of persons, within the meaning of section 13(d) or 14(d) of the Exchange
Act or any comparable successor provisions (excluding, for this purpose, (A)
Radnor Holdings, (B) any employee benefit plan sponsored or maintained by Radnor
Holdings or any corporation controlled by Radnor Holdings, and (C) Michael
Kennedy or his family, including any trust established for the benefit of
Michael Kennedy or his family), of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either the
outstanding Stock or the combined voting power of the Company's then outstanding
voting securities entitled to vote generally. For purposes of the foregoing, the
term "family" shall include the following persons: spouse, child and any other
lineal descendant;

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          (ii)  the consummation of a reorganization, merger, or consolidation
the effect of which in each case, is that the persons who were stockholders of
Radnor Holdings immediately prior to such reorganization, merger or
consolidation will not, immediately thereafter, own more than 50% of the
combined voting power entitled to vote generally in the election of directors of
the reorganized, merged or consolidated company's then outstanding securities;

          (iii) a liquidation or dissolution of Radnor Holdings;

          (iv)  the sale of all or substantially all of Radnor Holdings' assets
to an unrelated third party; or

          (v)   during any period of two consecutive years (not including any
period prior to the effective date of Radnor Holdings initial public offering),
individuals who at the beginning of such period constitute the Board and any new
director designated by a person, group or entity who has entered into an
agreement with Radnor Holdings to effect a transaction described in clause (i),
(ii) or (iv) of this Section 5(e)) whose election by the Board or nomination for
election by the stockholders of Radnor Holdings was approved by a vote of at
least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a
majority thereof.

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

     (d)  "Committee" means (i) with respect to Grants to Employees and
Consultants, the Compensation Committee of the Board or its delegate or
successor, or such other committee as the Board may appoint to administer the
Plan or its delegate or its successor, (ii) with respect to Grants made to
Non-Employee Directors, the Board or its delegate, and (iii) with respect to
Grants designated as "qualified performance based compensation" under Code
section 162(m), a committee that consists of two or more persons appointed by
the Board, all of whom shall be "outside directors" as defined under Code
section 162(m) and related Treasury regulations. Notwithstanding the foregoing,
in the absence of an appointment of a committee by the Board, the "Committee"
shall be the Board.

     (e)  "Company" means Radnor Holdings, any successor corporation and each
corporation which is a member of a controlled group of corporations (within the
meaning of Code section 414(b)) of which Radnor Holdings is a component member.

     (f)  "Consultant" means consultants and advisors who perform services for
the Company.

     (g)  "Date of Grant" means the effective date of a Grant; provided,
however, that no retroactive Grants will be made.

     (h)  "Dividend Equivalent" means an amount determined by multiplying the
number of shares of Stock or Stock Units subject to a Grant by the per-share
cash dividend, or the per-share fair market value (as determined by the
Committee) of any dividend in consideration other than cash, paid by Radnor
Holdings on its Stock on a dividend payment date.

     (i)  "Employee" means an employee of the Company (including an officer or
director who is also an employee) other than an individual (a) employed in a
casual or temporary capacity (i.e., those hired for a specific job of limited
duration), (b) whose terms of employment are governed by a collective bargaining
agreement that does not provide for participation in this Plan, (c)
characterized as a "leased employee" within the meaning of Code section 414, (d)
who is a non-resident alien, or (e) classified by the Company as a "contractor"
or "consultant," no matter how characterized by the Internal Revenue Service,
other governmental agency or a court. Any change of characterization of an
individual by any court or government agency or otherwise shall have no effect
upon the classification of an individual as an "Employee" for purposes of this
Plan, unless the Committee determines otherwise.

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

     (k)  "Fair Market Value" means (i) if the Stock is publicly traded, then
the Fair Market Value per share shall be determined as follows: (A) if the
principal trading market for the Stock is a national securities exchange or the
Nasdaq National Market, the last reported sale price thereof on the relevant
date or (if there were no trades on that date) the latest preceding date upon
which a sale was reported, or (B) if the Stock is not principally traded on such
exchange or market, the mean between the last reported "bid" and "asked" prices
of the Stock on the relevant date, as reported on Nasdaq or, if not so reported,
as reported by the National Daily Quotation Bureau, Inc. or as reported in a
customary financial reporting service, as applicable and as the Committee
determines; (ii) if the Stock is not publicly traded or, if publicly traded, is
not subject to reported transactions or "bid" or "asked" quotations as set forth
above, the Fair Market Value per share shall be as determined by the Committee.

     (l)  "Grant" means an Option, Stock Unit, Performance Unit, Stock Award,
Dividend Equivalent or Other Stock-Based Award granted under the Plan.

     (m)  "Grant Instrument" means the written agreement that sets forth the
terms and conditions of a Grant, including all amendments thereto.

     (n)  "Incentive Stock Option" means a stock option that is intended to meet
the requirements of Code section 422, as described in Section 7.

     (o)  "Non-Employee Director" means a member of the Board who is not an
employee of the Company.

     (p)  "Nonqualified Stock Option" means a stock option that is not intended
to meet the requirements of Code section 422, as described in Section 7.

     (q)  "Option" means an Incentive Stock Option or Nonqualified Stock Option
to purchase Stock at the Option Price for a specified period of time.

     (r)  "Option Price" means an amount per share of Stock purchasable under an
Option, as designated by the Committee.

     (s)  "Other Stock-Based Award" means any Grant based on, measured by or
payable in Stock (other than Grants described in Sections 7, 8, 9, 10 and 11 of
the Plan) as described in Section 12.

     (t)  "Participant" means an Employee, Consultant or Non-Employee Director
designated by the Committee to participate in the Plan.

     (u)  "Performance Units" means phantom units, as described in Section 9.

     (v)  "Plan" means this 2004 Omnibus Equity Compensation Plan, as in effect
from time to time.

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     (w)  "Radnor Holdings" means Radnor Holdings Corporation.

     (x)  "Stock" means the common stock of Radnor Holdings or such other
securities of Radnor Holdings as may be substituted for Stock pursuant to
Section 5(c) or Section 18.

     (y)  "Stock Award" means an award of Stock, as described in Section 10.

     (z)  "Stock Unit" means an award of a phantom unit, representing one or
more shares of Stock, as described in Section 8.

     3.   Administration
          --------------

     (a)  Committee. The Plan shall be administered and interpreted by the
Committee or its successor with respect to grants to Employees and Consultants.
The Plan shall be administered and interpreted by the Board, or by a committee
of directors to whom the Board has delegated responsibility, with respect to
grants to Non-Employee Directors. Ministerial functions may be performed by an
administrative committee comprising Company Employees appointed by the
Committee.

     (b)  Committee Authority. The Committee shall have the sole authority to
(i) determine the individuals to whom Grants shall be made under the Plan, (ii)
determine the type, size and terms of the Grants to be made to each such
individual, (iii) determine the time when the grants will be made and the
duration of any applicable exercise or restriction period, including the
criteria for exercisability and the acceleration of exercisability, (iv) amend
the terms of any previously issued Grant, subject to the provisions of Section
19 below, and (v) deal with any other matters arising under the Plan.

     (c)  Committee Determinations. The Committee shall have full power and
express discretionary authority to administer and interpret the Plan, to make
factual determinations and to adopt or amend such rules, regulations, agreements
and instruments for implementing the Plan and for the conduct of its business as
it deems necessary or advisable, in its sole discretion. The Committee's
interpretations of the Plan and all determinations made by the Committee
pursuant to the powers vested in it hereunder shall be conclusive and binding on
all persons having any interest in the Plan or in any awards granted hereunder.
All powers of the Committee shall be executed in its sole discretion, in the
best interest of the Company, not as a fiduciary, and in keeping with the
objectives of the Plan and need not be uniform as to similarly situated
individuals.

     4.   Grants
          ------

     Grants under the Plan may consist of Incentive Stock Options and
Nonqualified Stock Options as described in Section 7, Stock Units as described
in Section 8, Performance Units as described in Section 9, Stock Awards as
described in Section 10, Dividend Equivalents as described in Section 11 and
Other Stock-Based Awards as described in Section 12. All Grants shall be subject
to the terms and conditions set forth herein and to such other terms and
conditions consistent with the Plan as the Committee deems appropriate and as
are specified in writing by the Committee to the individual in the Grant
Instrument. All Grants shall be made

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conditional upon the Participant's acknowledgement, in writing or by acceptance
of the Grant, that all decisions and determinations of the Committee shall be
final and binding on the Participant, his or her beneficiaries and any other
person having or claiming an interest under such Grant. Grants under a
particular Section of the Plan need not be uniform as among the Participants.
Notwithstanding any provision of the Plan to the contrary, Grants to
Participants, if made, will be made contingent upon, and subject to, stockholder
approval of the Plan.

     5.   Shares Subject to the Plan
          --------------------------

     (a)  Shares Authorized. The total aggregate number of shares of Stock that
may be issued or transferred under the Plan is 3,100,000 shares, subject to
adjustment as described below. The maximum number of authorized shares includes
all shares authorized under the Prior Plan. The shares may be authorized but
unissued shares of Stock or reacquired shares of Stock, including shares
purchased by the Company on the open market for purposes of the Plan. If and to
the extent Options granted under the Plan terminate, expire, or are canceled,
forfeited, exchanged or surrendered without having been exercised or if any
Stock Awards, Stock Units, Performance Units, Dividend Equivalents or Other
Stock-Based Awards are forfeited or terminated, the shares subject to such
Grants shall again be available for purposes of the Plan. Shares of Stock
surrendered in payment of the Option Price of an Option or any withholding
taxes, shall again be available for issuance or transfer under the Plan. To the
extent that any Grants are paid in cash, and not in shares of Stock, any shares
previously reserved for issuance or transfer pursuant to such Grants shall again
be available for issuance or transfer under the Plan.

     (b)  Individual Limits. Grants under the Plan may be expressed in cash, in
shares of Stock or in a combination of the two, as the Committee determines. The
maximum aggregate number of shares of Stock that shall be subject to Grants made
under the Plan to any individual during any calendar year shall be 300,000
shares, subject to adjustment as described below. A Participant may not accrue
Dividend Equivalents during any calendar year in excess of $250,000. To the
extent that Grants made under the Plan are expressed in dollar amounts, the
maximum amount payable to any individual during any calendar year shall be
$4,000,000.

     (c)  Adjustments. If there is any change in the number or kind of shares of
Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization,
stock split, or combination or exchange of shares, (ii) by reason of a merger,
reorganization or consolidation, (iii) by reason of a reclassification or change
in par value, or (iv) by reason of any other extraordinary or unusual event
affecting the outstanding Stock as a class without Radnor Holdings' receipt of
consideration, or if the value of outstanding shares of Stock is substantially
reduced as a result of a spinoff or Radnor Holdings' payment of an extraordinary
dividend or distribution, the maximum number of shares of Stock available for
issuance under the Plan, the maximum number of shares of Stock for which any
individual may receive Grants in any year, the number of shares covered by
outstanding Grants, the kind of shares to be issued or transferred under the
Plan, and the price per share or the applicable market value of such Grants may
be appropriately adjusted by the Committee to reflect any increase or decrease
in the number of, or change in the kind or value of, issued shares of Stock to
preclude, to the extent practicable, the enlargement or dilution of rights and
benefits under such Grants; provided,

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however, that any fractional shares resulting from such adjustment shall be
eliminated. Any adjustments determined by the Committee shall be final, binding
and conclusive.

     6.   Eligibility for Participation
          -----------------------------

     (a)  Eligible Persons. All Employees, including Employees who are officers
or members of the Board, all Consultants and all Non-Employee Directors shall be
eligible to participate in the Plan.

     (b)  Selection of Participants. The Committee shall select the Employees,
Consultants and Non-Employee Directors to receive Grants and shall determine the
number of shares of Stock subject to each Grant.

     7.   Options
          -------

     (a)  General Requirements. The Committee may grant Options to an Employee,
Consultant or Non-Employee Director upon such terms and conditions as the
Committee deems appropriate under this Section 7. The Committee may grant
Dividend Equivalents with respect to Options.

     (b)  Number of Shares. The Committee shall determine the number of shares
of Stock that will be subject to each Grant of Options to Employees, Consultants
and Non-Employee Directors.

     (c)  Type of Option and Price.

          (i)   The Committee may grant Incentive Stock Options or Nonqualified
Stock Options or any combination of Incentive Stock Options and Nonqualified
Stock Options. Incentive Stock Options may be granted only to employees of the
Company or its parents or subsidiaries, as defined in Code section 424.
Nonqualified Stock Options may be granted to Employees and Non-Employee
Directors.

          (ii)  The Option Price shall be determined by the Committee and may be
equal to or greater than the Fair Market Value on the Date of Grant; provided,
however, that an Incentive Stock Option may not be granted to an Employee who,
at the Date of Grant, owns stock possessing more than 10 percent of the total
combined voting power of all classes of stock of Radnor Holdings or any parent
or subsidiary of Radnor Holdings, as defined in Code section 424, unless the
Option Price is not less than 110% of the Fair Market Value on the Date of
Grant.

     (d)  Option Term. The Committee shall determine the term of each Option.
The term of an Option shall not exceed ten years from the Date of Grant.
However, an Incentive Stock Option that is granted to an Employee who, at the
Date of Grant, owns stock possessing more than 10 percent of the total combined
voting power of all classes of stock of Radnor Holdings, or any parent or
subsidiary of Radnor Holdings, as defined in Code section 424, may not have a
term that exceeds five years from the Date of Grant.

     (e)  Exercisability of Options. Options shall become exercisable in
accordance with such terms and conditions as may be determined by the Committee
and specified in the Grant

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Instrument. The Committee may accelerate the exercisability of any or all
outstanding Options at any time for any reason.

     (f)  Termination of Employment or Service. Except as provided in the Grant
Instrument, an Option may only be exercised while the Participant is employed
by, or providing service to, the Company. The Committee shall specify in the
Grant Instrument under what circumstances and during what time periods a
Participant may exercise an Option after termination of employment or service.

     (g)  Exercise of Options. A Participant may exercise an Option that has
become exercisable, in whole or in part, by delivering a notice of exercise to
the Company. The Participant shall pay the Option Price and any withholding
taxes for the Option (i) in cash, (ii) with the approval of the Committee, by
delivering shares of Stock owned by the Participant (including Stock acquired in
connection with the exercise of an Option, subject to such restrictions as the
Committee deems appropriate) and having a Fair Market Value on the date of
exercise equal to the Option Price or by attestation (on a form prescribed by
the Committee) to ownership of shares of Stock having a Fair Market Value on the
date of exercise equal to the Option Price, (iii) in cash, on the T+3 settlement
date that occurs after the exercise date specified in the notice of exercise,
provided that the Participant exercises the Option through an irrevocable
agreement with a registered broker and the payment is made in accordance with
procedures permitted by Regulation T of the Federal Reserve Board and such
procedures do not violate applicable law, or (iv) by such other method as the
Committee may approve. Shares of Stock used to exercise an Option shall have
been held by the Participant for the requisite period of time to avoid adverse
accounting consequences to the Company with respect to the Option. Payment for
the shares pursuant to the Option, and any required withholding taxes, must be
received by the time specified by the Committee depending on the type of payment
being made.

     (h)  Limits on Incentive Stock Options. Each Incentive Stock Option shall
provide that if the aggregate Fair Market Value on the Date of Grant with
respect to which Incentive Stock Options are exercisable for the first time by a
Participant during any calendar year, under the Plan or any other stock option
plan of Radnor Holdings or a parent or subsidiary, exceeds $100,000, then the
Option, as to the excess, shall be treated as a Nonqualified Stock Option.

     8.   Stock Units
          -----------

     (a)  General Requirements. The Committee may grant Stock Units to an
Employee, Consultant or Non-Employee Director upon such terms and conditions as
the Committee deems appropriate under this Section 8. Each Stock Unit shall
represent the right of the Participant to receive a share of Stock or an amount
based on the value of a share of Stock. All Stock Units shall be credited to
accounts on the Company's records for purposes of the Plan.

     (b)  Terms of Stock Units. The Committee may grant Stock Units that are
payable if specified performance goals or other conditions are met, or under
other circumstances. Stock Units may be paid at the end of a specified period,
or payment may be deferred to a date authorized by the Committee. The Committee
shall determine the number of Stock Units to be

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granted and the requirements applicable to such Stock Units. The Committee may
grant Dividend Equivalents with respect to Stock Units.

     (c)  Payment With Respect to Stock Units. Payment with respect to Stock
Units shall be made in cash, in Stock, or in a combination of the two, as
determined by the Committee.

     (d)  Requirement of Employment or Service. If a Participant ceases to be
employed by, or provide service to the Company, or if other conditions
established by the Committee are not met, the Participant's unvested or
contingent Stock Units shall be forfeited. The Committee may provide for
complete or partial exceptions to this requirement as it deems appropriate.

     9.   Performance Units
          -----------------

     (a)  General Requirements. The Committee may grant Performance Units to an
Employee, Consultant or Non-Employee Director upon such terms and conditions as
the Committee deems appropriate under this Section 9. Each Performance Unit
shall represent the right of the Participant to receive a share of Stock or an
amount based on the value of a share of Stock, if specified performance goals
are met. All Performance Units shall be credited to accounts on the Company's
records for purposes of the Plan.

     (b)  Terms of Performance Units. The Committee shall establish the
performance goals and other conditions for payment of Performance Units.
Performance Units may be paid at the end of a specified performance or other
period, or payment may be deferred to a date authorized by the Committee. The
Committee shall determine the number of Performance Units to be granted and the
requirements applicable to such Performance Units. The Committee may grant
Dividend Equivalents with respect to Performance Units and specify when the
Dividend Equivalents will begin to be credited.

     (c)  Payment With Respect to Performance Units. Payment with respect to
Performance Units shall be made in cash, in Stock, or in a combination of the
two, as determined by the Committee.

     (d)  Requirement of Employment or Service. If a Participant ceases to be
employed by, or provide service to the Company, or if other conditions
established by the Committee are not met, the Participant's Performance Units
shall be forfeited. The Committee may provide for complete or partial exceptions
to this requirement as it deems appropriate.

     10.  Stock Awards
          ------------

     (a)  General Requirements. The Committee may issue or transfer shares of
Stock to an Employee, Consultant or Non-Employee Director under a Stock Award,
upon such terms and conditions as the Committee deems appropriate under this
Section 10. Shares of Stock issued or transferred pursuant to Stock Awards may
be issued or transferred for consideration or for no consideration (except as
required by applicable law), and subject to restrictions or no restrictions, as
determined by the Committee. The Committee may establish conditions under which
restrictions on Stock Awards shall lapse over a period of time or according to
such other criteria as the

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Committee deems appropriate, including restrictions based upon the achievement
of specific performance goals.

     (b)  Number of Shares. The Committee shall determine the number of shares
of Stock to be issued or transferred pursuant to a Stock Award and any
restrictions applicable to such shares.

     (c)  Requirement of Employment or Service. If the Participant ceases to be
employed by, or provide service to, the Company, or if other specified
conditions are not met, the Stock Award shall terminate as to all shares covered
by the Grant as to which the restrictions have not lapsed, and those shares of
Stock must be immediately returned to the Company. The Committee may provide for
complete or partial exceptions to this requirement as it deems appropriate.

     (d)  Restrictions on Transfer. During the restriction period, a Participant
may not sell, assign, transfer, pledge or otherwise dispose of the shares of a
Stock Award except upon death as described in Section 16. Each certificate for a
share of a Stock Award shall contain a legend giving appropriate notice of the
restrictions in the Grant. The Participant shall be entitled to have the legend
removed from the stock certificate covering any shares as to which restrictions
have lapsed. The Committee may determine that the Company will not issue
certificates for Stock Awards until all restrictions on such shares have lapsed,
or that the Company will retain possession of certificates for shares of Stock
Awards until all restrictions on such shares have lapsed.

     (e)  Right to Vote and to Receive Dividends. The Committee shall determine
to what extent, and under what conditions, the Participant shall have the right
to vote shares of Stock Awards and to receive any dividends or other
distributions paid on such shares during the restriction period. The Committee
may determine that a Participant's entitlement to dividends or other
distributions with respect to a Stock Award shall be subject to achievement of
performance goals or other conditions.

     11.  Dividend Equivalents.
          --------------------

     The Committee may grant Dividend Equivalents in connection with Grants
under the Plan, upon such terms and conditions as the Committee deems
appropriate under this Section 11. Dividend Equivalents may be paid to
Participants currently or may be deferred. All Dividend Equivalents that are not
paid currently shall be credited to accounts on the Company's records for
purposes of the Plan. Dividend Equivalents may be accrued as a cash obligation,
or may be converted to Stock Units for the Participant. The Committee shall
determine whether any deferred Dividend Equivalents will accrue interest. The
Committee may provide that a Participant may use Dividend Equivalents to pay the
Option Price. The Committee may also provide that Dividend Equivalents shall be
payable based on the achievement of specific performance goals. Dividend
Equivalents may be payable in cash or shares of Stock or in a combination of the
two, as determined by the Committee.

     12.  Other Stock-Based Awards
          ------------------------

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     The Committee may grant other awards, including stock appreciation rights,
that are based on or measured by the value of Stock to Employees, Consultants or
Non-Employee Directors, on such terms and conditions as the Committee deems
appropriate under this Section 12. Other Stock-Based Awards may be granted
subject to achievement of performance goals or other conditions and may be
payable in Stock or cash, or in a combination of the two, as determined by the
Committee. The Committee may grant Dividend Equivalents with respect to Other
Stock-Based Awards.

     13.  Qualified Performance-Based Compensation
          ----------------------------------------

     (a)  Designation as Qualified Performance-Based Compensation. The Committee
may determine that Stock Units, Performance Units, Stock Awards, Dividend
Equivalents or Other Stock-Based Awards granted to an Employee shall be
considered "qualified performance-based compensation" under Code section 162(m).
The provisions of this Section 13 shall apply to any such Grants that are to be
considered "qualified performance-based compensation" under Code section 162(m).
To the extent that Grants of Stock Units, Performance Units, Stock Awards,
Dividend Equivalents or Other Stock-Based Awards designated as "qualified
performance-based compensation" under Code section 162(m) are made, no such
Grant may be made as an alternative to another Grant that is not designated as
"qualified performance based compensation" but instead must be separate and
apart from all other Grants made.

     (b)  Performance Goals. When Stock Units, Performance Units, Stock Awards,
Dividend Equivalents or Other Stock-Based Awards that are to be considered
"qualified performance-based compensation" are granted, the Committee shall
establish in writing (i) the objective performance goals that must be met, (ii)
the period during which performance will be measured, (iii) the maximum amounts
that may be paid if the performance goals are met, and (iv) any other conditions
that the Committee deems appropriate and consistent with the Plan and the
requirements of Code section 162(m) for "qualified performance-based
compensation." The performance goals shall satisfy the requirements for
"qualified performance-based compensation," including the requirement that the
achievement of the goals be substantially uncertain at the time they are
established and that the performance goals be established in such a way that a
third party with knowledge of the relevant facts could determine whether and to
what extent the performance goals have been met. The Committee shall not have
discretion to increase the amount of compensation that is payable upon
achievement of the designated performance goals, but the Committee may reduce
the amount of compensation that is payable upon achievement of the designated
performance goals.

     (c)  Criteria Used for Objective Performance Goals. In setting the
performance goals for Grants designated as "qualified performance-based
compensation" pursuant to this Section 13, the Committee shall use objectively
determinable performance goals based on one or more of the following criteria:
pre- or after-tax net earnings, sales or revenue, operating earnings, operating
cash flow, return on net assets, return on stockholders' equity, return on
assets, return on capital, stock price growth, stockholder returns, gross or net
profit margin, earnings per share, price per share, market share, or strategic
business criteria consisting of one or more Company or Business Unit objectives
based on meeting specified revenue goals, market penetration goals,

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geographic business expansion goals, cost targets, product development goals,
goals relating to acquisitions or divestitures, or any other objective measure
derived from any of the foregoing criteria. The performance goals may relate to
the Participant's business unit or the performance of the Company as a whole, or
any combination of the foregoing. Performance goals need not be uniform as among
Participants.

     (d)  Timing of Establishment of Goals. The Committee shall establish the
performance goals in writing either before the beginning of the performance
period or during a period ending no later than the earlier of (i) 90 days after
the beginning of the performance period or (ii) the date on which 25% of the
performance period has been completed, or such other date as may be required or
permitted under applicable regulations under Code section 162(m).

     (e)  Announcement of Results. The Committee shall certify and announce the
results for the performance period to all Participants after the Company
announces the Company's financial results for the performance period. If and to
the extent that the Committee does not certify that the performance goals have
been met, the applicable Grants for the performance period shall be forfeited or
shall not be paid, as applicable.

     (f)  Death, Disability or Other Circumstances. The Committee may provide
that Grants shall be payable or restrictions shall lapse, in whole or in part,
in the event of the Participant's death or disability during the Performance
Period, a Change of Control or under other circumstances consistent with the
Treasury regulations and rulings under Code section 162(m).

     14.  Deferrals
          ---------

     The Committee may permit or require a Participant to defer receipt of the
payment of cash or the delivery of shares that would otherwise be due to the
Participant in connection with any Grant. If any such deferral election is
permitted or required, the Committee shall establish rules and procedures for
such deferrals.

     15.  Withholding of Taxes
          --------------------

     (a)  Required Withholding. All Grants under the Plan shall be subject to
applicable federal (including FICA), state and local tax withholding
requirements. The Company may require that the Participant or other person
receiving or exercising Grants pay to the Company the amount of any federal,
state or local taxes that the Company is required to withhold with respect to
such Grants, or the Company may deduct from other wages paid by the Company the
amount of any withholding taxes due with respect to such Grants.

     (b)  Election to Withhold Shares. If the Committee so permits, a
Participant may elect to satisfy the Company's tax withholding obligation with
respect to Grants paid in Stock by having shares withheld, at the time such
Grants become taxable, up to an amount that does not exceed the minimum
applicable withholding tax rate for federal (including FICA), state and local

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<PAGE>

tax liabilities. The election must be in a form and manner prescribed by the
Committee and may be subject to the prior approval of the Committee.

     16.  Transferability of Grants
          -------------------------

     Except as provided below, only the Participant may exercise rights under a
Grant during the Participant's lifetime, and a Participant may not transfer
those rights except by will or by the laws of descent and distribution. When a
Participant dies, the personal representative or other person entitled to
succeed to the rights of the Participant may exercise such rights. Any such
successor must furnish proof satisfactory to the Company of the successor's
right to receive the Grant under the Participant's will or under the applicable
laws of descent and distribution.

     Notwithstanding the foregoing, the Committee may provide, in a Grant
Instrument, that a Grantee may transfer Nonqualified Stock Options to family
members, or one or more trusts or other entities for the benefit of or owned by
family members, consistent with the applicable securities laws, according to
such terms as the Committee may determine; provided that the Grantee receives no
consideration for the transfer of an Option and the transferred Option shall
continue to be subject to the same terms and conditions as were applicable to
the Option immediately before the transfer.

     17.  Consequences of a Change of Control
          -----------------------------------

     (a)  Notice and Acceleration. Upon a Change of Control, unless the
Committee determines otherwise, (i) the Company shall provide each Participant
who holds outstanding Grants with written notice of the Change of Control, (ii)
all outstanding Options shall automatically accelerate and become fully
exercisable, (iii) the restrictions and conditions on all outstanding Stock
Awards shall immediately lapse, (iv) all Stock Units and Performance Units shall
become payable in cash or in stock in an amount not less than their target
value, as determined by the Committee, and (v) Dividend Equivalents and Other
Stock-Based Awards shall become payable in full in cash, in amounts determined
by the Committee.

     (b)  Assumption of Grants. Upon a Change of Control where the Company is
not the surviving corporation (or survives only as a subsidiary of another
corporation), unless the Committee determines otherwise, all outstanding Options
that are not exercised shall be assumed by, or replaced with comparable options
by, the surviving corporation (or a parent or subsidiary of the surviving
corporation), and other Grants that remain outstanding shall be converted to
similar grants of the surviving corporation (or a parent or subsidiary of the
surviving corporation).

     (c)  Other Alternatives. Notwithstanding the foregoing, subject to
subsection (d) below, in the event of a Change of Control, the Committee may
take any of the following actions with respect to any or all outstanding Grants,
without the consent of any Participant: (i) the Committee may require that
Participants surrender their outstanding Options in exchange for a payment by
the Company, in cash or Stock as determined by the Committee, in an amount equal
to the amount by which the then Fair Market Value subject to the Participant's
unexercised Options exceeds the Option Price, if any, (ii) after giving
Participants an opportunity to exercise

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<PAGE>

their outstanding Options, the Committee may terminate any or all unexercised
Options at such time as the Committee deems appropriate, and (iii) with respect
to Participants holding Stock Units, Performance Units, Dividend Equivalents or
Other Stock-Based Awards, the Committee may determine that such Participants
shall receive a payment in settlement of such Stock Units, Performance Units,
Dividend Equivalents or Other Stock-Based Awards, in such amount and form as may
be determined by the Committee. Such surrender, termination or settlement shall
take place as of the date of the Change of Control or such other date as the
Committee may specify.

     (d)  Committee. The Committee making the determinations under this Section
17 following a Change of Control must be comprised of the same members as those
of the Committee immediately before the Change of Control. If the Committee
members do not meet this requirement, the automatic provisions of subsections
(a) and (b) shall apply, and the Committee shall not have discretion to vary
them.

     (e)  Other Transactions. The Committee may provide in a Grant Instrument
that a sale or other transaction involving a Subsidiary or other business unit
of the Company shall be considered a Change of Control for purposes of a Grant,
or the Committee may establish other provisions that shall be applicable in the
event of a specified transaction.

     18.  Requirements for Issuance of Shares
          -----------------------------------

     No Stock shall be issued or transferred in connection with any Grant
hereunder unless and until all legal requirements applicable to the issuance of
such Stock have been complied with to the satisfaction of the Committee. The
Committee shall have the right to condition any Grant made to any Participant
hereunder on such Participant's undertaking in writing to comply with such
restrictions on the Participant's subsequent disposition of such shares of Stock
as the Committee shall deem necessary or advisable, and certificates
representing such shares may be legended to reflect any such restrictions.
Certificates representing shares of Stock issued or transferred under the Plan
will be subject to such stop-transfer orders and other restrictions as may be
required by applicable laws, regulations and interpretations, including any
requirement that a legend be placed thereon.

     19.  Amendment and Termination of the Plan
          -------------------------------------

     (a)  Amendment. The Board may amend or terminate the Plan at any time;
provided, however, that the Board shall not amend the Plan without approval of
the stockholders of the Company if such approval is required in order to comply
with the Code or applicable laws, or to comply with applicable stock exchange
requirements. No amendment or termination of this Plan shall, without the
consent of the Participant, impair any rights or obligations under any Grant
previously made to the Participant, unless such right has been reserved in the
Plan or the Grant Instrument, or except as provided in Section 21(b) below.

     (b)  No Repricing Without Stockholder Approval. Notwithstanding anything in
the Plan to the contrary, the Committee may not reprice Options, nor may the
Board amend the Plan to permit repricing of Options, unless the stockholders of
the Company provide prior approval

1-PH/1913026.2                         13

<PAGE>

for such repricing. The term "repricing" shall have the meaning given that term
in Section 303A(8) of the New York Stock Exchange Listed Company Manual, as in
effect from time to time, or any other substantially equivalent successor rule.

     (c)  Stockholder Approval for "Qualified Performance-Based Compensation."
If Stock Units, Performance Units, Stock Awards, Dividend Equivalents or Other
Stock-Based Awards are to be granted as "qualified performance-based
compensation" under Section 13 above, the Plan must be reapproved by the
Company's stockholders no later than the first stockholders meeting that occurs
in the fifth year following the year in which the stockholders previously
approved the provisions of Section 13, if additional Grants are to be made under
Section 13 and if required by section 162(m) of the Code or the regulations
thereunder. Any such reapproval shall not affect outstanding grants made within
the five-year period following the year in which the previous approval was
obtained.

     (d)  Termination of Plan. The Plan shall terminate on the day immediately
preceding the tenth anniversary of its effective date, unless the Plan is
terminated earlier by the Board or is extended by the Board with the approval of
the stockholders. The termination of the Plan shall not impair the power and
authority of the Committee with respect to an outstanding Grant.

     20.  Effective Date of the Plan
          --------------------------

     The Plan shall be effective as of November 28, 2003 and has been approved
by the stockholders of the Company.

     21.  Miscellaneous
          -------------

     (a)  Grants in Connection with Corporate Transactions and Otherwise.
Nothing contained in this Plan shall be construed to (i) limit the right of the
Committee to make Grants under this Plan in connection with the acquisition, by
purchase, lease, merger, consolidation or otherwise, of the business or assets
of any corporation, firm or association, including Grants to employees thereof
who become Employees, or for other proper corporate purposes, or (ii) limit the
right of the Company to grant stock options or make other awards outside of this
Plan. Without limiting the foregoing, the Committee may make a Grant to an
employee of another corporation (the "prior corporation") who becomes an
Employee by reason of a corporate merger, consolidation, acquisition of stock or
property, reorganization or liquidation involving the Company in substitution
for a grant made by such prior corporation. The Committee shall prescribe the
provisions of the substitute Grants, including such provisions as are necessary
to cause the substitute Grant to be economically equivalent in value to the
grant made by the prior corporation.

     (b)  Compliance with Law. The Plan, the exercise of Options and the
obligations of the Company to issue or transfer shares of Stock under Grants
shall be subject to all applicable laws and to approvals by any governmental or
regulatory agency as may be required. With respect to persons subject to section
16 of the Exchange Act, it is the intent of the Company that the Plan and all
transactions under the Plan comply with all applicable provisions of Rule 16b-3
or its successors under the Exchange Act. In addition, it is the intent of the
Company that the

1-PH/1913026.2                         14

<PAGE>

Plan and applicable Grants comply with the applicable provisions of Code section
162(m) and Code section 422. To the extent that any legal requirement of section
16 of the Exchange Act or Code section 162(m) or 422 as set forth in the Plan
ceases to be required under section 16 of the Exchange Act or Code section
162(m) or 422, that Plan provision shall cease to apply. The Committee may
revoke any Grant if it is contrary to law or modify a Grant to bring it into
compliance with any valid and mandatory government regulation. The Committee may
also adopt rules regarding the withholding of taxes on payments to Participants.
The Committee may, in its sole discretion, agree to limit its authority under
this Section.

     (c)  Enforceability. The Plan shall be binding upon and enforceable against
the Company and its successors and assigns.

     (d)  Funding of the Plan. This Plan shall be unfunded. The Company shall
not be required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any Grants under this Plan.

     (e)  Rights of Participants. Nothing in this Plan shall entitle any
Employee, Consultant, Non-Employee Director or other person to any claim or
right to receive a Grant under this Plan. Neither this Plan nor any action taken
hereunder shall be construed as giving any individual any rights to be retained
by or in the employment or service of the Company.

     (f)  No Fractional Shares. No fractional shares of Stock shall be issued or
delivered pursuant to the Plan or any Grant. The Committee shall determine
whether cash, other awards or other property shall be issued or paid in lieu of
such fractional shares or whether such fractional shares or any rights thereto
shall be forfeited or otherwise eliminated.

     (g)  Participants Subject to Taxation Outside the United States. With
respect to Participants who are subject to taxation in countries other than the
United States, the Committee may make Grants on such terms and conditions as the
Committee deems appropriate to comply with the laws of the applicable countries,
and the Committee may create such procedures, addenda and subplans and make such
modifications as may be necessary or advisable to comply with such laws.

     (h)  Governing Law. The validity, construction, interpretation and effect
of the Plan and Grant Instruments issued under the Plan shall be governed and
construed by and determined in accordance with the laws of the Commonwealth of
Pennsylvania, without giving effect to the conflict of laws provisions thereof.

1-PH/1913026.2                         15