EXHIBIT 10.2

                                 MEDTRONIC, INC.
                            MANAGEMENT INCENTIVE PLAN

                      (AS AMENDED THROUGH AUGUST 25, 1999)

                                   I. PURPOSES

         This Medtronic, Inc. Management Incentive Plan, as amended through
August 25, 1999 (the "Plan"), was amended and restated in its entirety effective
April 29, 1994 from the existing Restated Medtronic, Inc. Management Incentive
Plan originally adopted May 1, 1977. The Plan is designed to motivate officers
and other key employees to achieve the Company's operating goals by providing
the opportunity for incentive compensation in addition to annual salaries. The
Plan is also designed to promote the accomplishment of management's primary
annual objectives as reflected in the Company's annual operating plan, in the
various business unit annual operating plans, and in the objectives established
by management for employees, and to recognize the achievement of management's
objectives through the payment of incentive compensation.

         It is not the purpose of this Plan to reward employees for consistent
performance of primary job responsibilities, nor to assure the payment of fixed
salaries comparable in amount to those paid by similar companies, nor to
recognize achievements related to successful daily performance on the job, all
of which are intended to be identified, recognized, and rewarded through the
Company's ongoing administration of base salaries.

         The Company intends that all amounts paid to Covered Employees under
this Plan should qualify as deductible "performance-based compensation" under
Section 162(m) of the Code, and the Plan shall be interpreted in accordance with
this intent.

                                 II. DEFINITIONS

         2.01 DEFINITIONS. As used in the Plan:

             (a) "Affiliate" shall mean any corporation that is a "parent
corporation" or "subsidiary corporation" of the Company, as those terms are
defined in Sections 424(e) and (f) of the Code, or any successor provision, and
any joint venture in which the Company or any such "parent corporation" or
subsidiary corporation" owns an equity interest.

             (b) "Board of Directors" or "Board" shall mean the Board of
Directors of the Company.

             (c) "Chief Executive Officer" shall mean the person duly elected by
the Board to the office of Chief Executive Officer of the Company.

             (d) "Code" shall mean the Internal Revenue Code of 1986, as amended
and in effect from time to time, or any successor statute.


                                       1
<PAGE>


             (e) "Committee" shall mean the Compensation Committee of the Board
of Directors, which shall consist of members of the Board who are not employees
and who are not eligible for participation in this Plan.

             (f) "Company" shall mean Medtronic, Inc., its Affiliates and their
successors and assigns.

             (g) "Covered Employee" shall mean any Employee who is a "covered
employee" as defined in section 162(m) of the Code.

             (h) "Employee" shall mean any employee of the Company, whether or
not an officer or member of the Board, but excluding any temporary employee and
any person serving the Company only in the capacity of a member of the Board.

             (i) "Participant" shall mean an Employee who has been selected in
accordance with the Plan's terms by the Committee or the Chief Executive Officer
for participation in this Plan.

             (j) "Participation Categories" shall mean those categories which
specify the range of plan awards, one of which categories will be assigned to
each Plan Participant. The Participation Categories may be redesignated or
revised (such as by establishing more or fewer categories or by changing the
percentages of salary ranges applicable to a category) from time to time at or
prior to the commencement of an applicable Plan Year by the Committee or, except
as otherwise provided in Sections 3.02 and 3.03, by the Chief Executive Officer
if such administrative responsibility has been delegated to such officer by the
Committee.

             (k) "Performance Categories" shall mean those financial and
management objective-based categories for performance measurement specified in
Section 4.05 hereof.

             (l) "Plan Year" shall mean the applicable fiscal year of the
Company.

             (m) "Salary" shall mean the direct gross (as opposed to taxable)
compensation earned by a Participant as base salary during the Plan Year,
excluding any and all commissions, bonuses, incentive payments for the current
Plan Year or prior Plan Years and other similar payments.

             (n) "Subsidiary" means a "subsidiary corporation," as that term is
defined in Section 424(f) of the Code, or any successor provision.

         Certain other terms used in the Plan shall have the meanings ascribed
to such terms in the text of the Plan.


                         III. ADMINISTRATION OF THE PLAN

         3.01 COMMITTEE OVERSIGHT. The Committee will administer the Plan by
majority vote. The Committee may establish such rules and regulations as it
deems necessary for the Plan and its interpretation. In addition, the Committee
may make such determinations and take such actions in connection with the Plan
as it deems necessary. Each determination made by the Committee in


                                       2
<PAGE>


accordance with the provisions of the Plan will be final, binding and
conclusive. The Committee may rely on the financial statements certified by the
Company's independent public accountants.

         3.02 CHIEF EXECUTIVE OFFICER'S OVERSIGHT. Except as provided in Section
3.03, the Committee may delegate some or all of its administrative powers and
responsibilities under the Plan to the Chief Executive Officer for Employees
other than any Covered Employee. The Chief Executive Officer may make such
determinations and take such actions within the scope of such delegation and as
otherwise provided in the Plan as he deems necessary. Each such determination
made by the Chief Executive Officer will be final, binding and conclusive. The
Chief Executive Officer may rely on the financial statements certified by the
Company's independent public accountants. Unless the Committee determines
otherwise, the Committee shall be treated as delegating its authority to the
Chief Executive Officer to the full extent permitted hereunder.

         3.03 FURTHER APPROVAL NECESSARY. The Committee in its sole discretion
may modify, suspend, terminate or reinstate the Plan; provided, however, that
the Committee must receive prior approval of the Board of Directors (a) to
render nonemployees, whether or not members of the Board of Directors, eligible
to participate in the Plan, or (b) to increase the maximum awards (expressed as
a percentage of salary) for a Participation Category beyond the maximum award
which has been previously approved by the Board for such Participation Category.

                        IV. ELIGIBILITY AND PARTICIPATION

         4.01 CERTAIN PARTICIPANTS SELECTED BY COMMITTEE. At the beginning of
each Plan Year (or at such other time as is consistent with the requirements
under Section 162(m) of the Code), the Committee will assign each Covered
Employee to a Participation Category.

         4.02 OTHER PARTICIPANTS. Employees eligible to participate in the Plan
shall include executives, heads of key staff functions, heads of operating
business units and other major contributors to business unit or corporate
results. At the beginning of each Plan Year, the Chief Executive Officer will
select Participants in the Plan (other than those Participants who are to be
assigned to Participation Categories by the Committee pursuant to Section 4.01
hereof) from among such eligible employees. In addition, the Chief Executive
Officer may select other employees (other than Covered Employees) to participate
in the Plan when the Chief Executive Officer, in his sole discretion, deems such
participation appropriate.

         4.03 FUTURE PARTICIPATION. Participation in the Plan during one Plan
Year does not guarantee participation during any other Plan Year.

         4.04 PARTICIPATION CATEGORY. The Chief Executive Officer shall
designate for each Participant in the Plan (other than Covered Employees) a
Participation Category for purposes of determining the Participant's award. The
Participation Categories and relative awards for such category for each Plan
Year shall be set forth in writing. The range of potential awards to
Participants under the Plan is stated for each Participation Category as
percentages of each Participant's Salary and, if minimum performance objectives
are met or exceeded, actual awards will fall within a scale ranging from
designated minimum awards to designated target awards to designated maximum
awards. The designated target award for each respective Participation Category
is sometimes referred to herein as the "Target Award Percentage."
Notwithstanding any contrary provisions of this Plan, the final award granted to
any Participant under this Plan shall not


                                       3
<PAGE>


be permitted to exceed the maximum award as a percentage of Salary for such
Participant's Participation Category.

         4.05 PERFORMANCE CATEGORY. Each Participant's entitlement to an award
under the Plan will be based on one or more of the weighted combinations of the
performance of the Participant individually, as part of a team or as a member of
management ("Management" performance), the Participant's division or other
business unit ("Unit Financial" performance) and the Company as a whole
("Corporate Financial" performance). The Chief Executive Officer shall designate
for each Participant in the Plan (except for Covered Employees) a Performance
Category for purposes of establishing such weighted combination from the
Participant's Performance Categories. The Committee shall designate Performance
Categories for all Covered Employees; provided however, that for Covered
Employees such Performance Categories shall be based only on one or any
combination of two or more of the following criteria: revenue, revenue per
employee, earnings before income tax (profit before taxes), earnings before
interest and income tax, net earnings (profit after taxes), earnings per
employee, tangible, controllable or total asset turnover, earnings per share,
operating income, total shareholder return, market share, return on equity,
before- or after-tax return on net assets, distribution expense, inventory
turnover, economic value added (economic profit). For Covered Employees, such
targets may relate to one or any combination of two or more of corporate, group,
unit, division, Affiliate, or individual performance, and such designated
targets will be treated as Corporate Financial objectives, Unit Financial
objectives, or Management objectives as appropriate.

                            V. PERFORMANCE OBJECTIVES

         5.01 CORPORATE FINANCIAL OBJECTIVES. Subject to Section 4.05 hereof, at
the beginning of each Plan Year, or, with respect to Covered Employees, at such
other time as is consistent with the requirements under Section 162(m) of the
Code, the Committee will establish the Corporate Financial objectives by which
the Company's financial performance during the Plan Year will be measured. Each
Corporate Financial objective shall have a stated performance target. In the
event that more than one Corporate Financial objective is used, the multiple
Corporate Financial objectives shall be appropriately weighted by percentage in
accordance with their importance (with the aggregate weighted objectives
totaling 100%) at the time the objectives are established. At the end of each
Plan Year the degree of achievement of each stated Corporate Financial objective
shall be expressed as a percentage of the Corporate Financial performance target
for each such objective. When one objective is used, such percentage shall
constitute the "Corporate Financial Score" as such term is used herein. (When
more than one objective is used, the determined percentage achievement of each
objective's target must be multiplied by the percentage weight (out of 100%)
assigned to each such specific objective, and the resulting percentages for the
various objectives must then be added and such sum shall constitute the
Corporate Financial Score.) The relationship between Corporate Financial
performance and awards hereunder will be distributed to all Participants at the
beginning of each Plan Year.

         5.02 OVERRIDING MINIMUM THRESHOLD. At the beginning of each Plan Year
(or at such other time as is consistent with the requirements under Section
162(m) of the Code), the Committee will designate a minimum threshold level of
Corporate Financial performance objective(s) which the Company must achieve for
there to be any award made under the Plan. If such minimum threshold is not met
or exceeded, no awards will be paid to Participants regardless


                                       4
<PAGE>


of whether other Corporate Financial objectives, Unit Financial objectives or
Management objectives have been met.

         5.03 UNIT FINANCIAL OBJECTIVES. Subject to Section 4.05 hereof, at the
beginning of each Plan Year (or at such other time as is consistent with the
requirements under Section 162(m) of the Code), the Vice President or other unit
head responsible for each business unit of the Company will recommend and the
Chief Executive Officer will adopt the Unit Financial objectives by which the
business Unit's Financial performance will be measured. The Unit Financial
objective(s) will be based on financial goals reflected in the respective
business unit's fiscal year operating plan. Each Unit Financial objective shall
have a stated performance target. In the event that more than one Unit Financial
objective is used, the multiple Unit Financial objectives shall be appropriately
weighted in accordance with their importance (with the aggregate weighted
objectives totaling 100%). At the end of each Plan Year the degree of
achievement of each stated Unit Financial objective shall be expressed as a
percentage of the Unit Financial performance target for each objective. When one
objective is used, such percentage shall constitute the "Unit Financial Score"
as such term is used herein. When more than one objective is used, the
determined percentage achievement of each objective's target must be multiplied
by the percentage weight (out of 100%) assigned to each such specific objective,
and the resulting percentages for the various objectives must then be added and
such sum shall constitute the Unit Financial Score. The relationship between
Unit Financial performance and awards hereunder shall be distributed at the
beginning of each Plan Year to all Participants to which it applies. For all
Participants other than Covered Employees, at the beginning of each Plan Year
each business unit Vice President or other unit head may recommend and the Chief
Executive Officer may adopt, in the Chief Executive Officer's sole discretion, a
minimum threshold level of the business unit's most significant financial
objective which the business unit must achieve for there to be any award based
on such business unit's financial and management performance. If such minimum is
established for any Participant (other than a Covered Employee) and is not met
or exceeded, no award will be paid for one or both of the Unit Financial and
Management portions, as determined by the Chief Executive Officer, under the
Performance Category of each Participant in the business unit. The Committee
shall determine whether a minimum threshold level shall apply in the case of a
Covered Employee and the consequences of the failure to attain such minimum
threshold level.

         5.04 MANAGEMENT OBJECTIVES. Subject to Section 4.05 hereof, at the
beginning of each Plan Year (or, with respect to Covered Employees, at such
other time as is consistent with the requirements under Section 162(m) of the
Code), the manager of each Participant will recommend and the Chief Executive
Officer will adopt the Management objectives by which the individual
Participant's performance will be measured. Management objectives shall relate
to objectives in the business unit's annual operating plan and/or long-range
plan. Each Management objective shall have a stated performance target. In the
event that more than one Management objective is used, the multiple Management
objectives shall be appropriately weighted by percentage, at the time they are
established, in accordance with their importance (with the aggregate weighted
objectives totaling 100%). At the end of each Plan Year the degree of
achievement of each stated Management objective shall be expressed as a
percentage of the Management performance target for each such objective. When
one objective is used, such percentage shall constitute the "Management Score"
as such term is used herein. When more than one objective is used, the
determined percentage achievement of each objective's target must be multiplied
by the percentage weight (out of 100%) assigned to each such specific


                                       5
<PAGE>


objective, and the resulting percentages for the various objectives must then be
added and such sum shall constitute the Management Score. The relationship
between individual performance and awards hereunder will be distributed at the
beginning of each Plan Year to all Participants to which it applies.

         5.05 FINAL AWARD FUNDING. At the end of each Plan Year, the Chief
Executive Officer will submit to the Committee a statement of the proposed final
award to be granted to each Participant (including Covered Employees) under the
terms of the Plan. The Committee shall determine and certify that the
performance goals were satisfied and shall make the final award for each such
Participant; provided that no Covered Employee may receive an award under this
Plan in excess of $3 million during any Plan Year. The Chief Executive Officer
shall make the final award for each Participant, other than Covered Employees,
subject, however, to having first received the Committee's approval of the
aggregate amount of the awards to be paid to all of such Participants.

                      VI. CALCULATION AND PAYMENT OF AWARDS

         6.01 CALCULATION OF AWARDS. Each Participant's final award shall be
equal to the sum of the following:

              (a) CORPORATE FINANCIAL PORTION. The Corporate Financial portion
of each Participant's award will be the product of (i) the Participant's Salary,
(ii) the Target Award Percentage for the Participant's applicable Participation
Category, (iii) the Corporate Financial percentage under the Participant's
Performance Category and (iv) the Corporate Performance Score;

              (b) UNIT FINANCIAL PORTION. The Unit Financial portion of each
Participant's award will be the product of (i) the Participant's Salary, (ii)
the Target Award Percentage for the Participant's applicable Participation
Category, (iii) the Unit Financial percentage under the Participant's
Performance Category and (iv) the Unit Financial Score; and

              (c) MANAGEMENT PORTION. The Management portion of each
Participant's award will be the product of (i) the Participant's Salary, (ii)
the Target Award Percentage for the Participant's applicable Participation
Category, (iii) the Management percentage under the Participant's Performance
Category and (iv) the individual's Management Score; provided, however, that for
Covered Employees subsection (i) of (a), (b) and (c) above shall be equal to
such Participant's annual Salary in effect on the first day of the Plan Year, if
required to comply with Section 162(m) of the Code.

         6.02 PAYMENT OF AWARDS. Final awards shall be paid to each Participant
in cash within 90 days after the end of the Plan Year. Notwithstanding the
preceding sentence: (1) a Participant who is eligible to participate in the
Medtronic, Inc. Capital Accumulation Plan Deferral Program ("CAP") shall be
entitled to defer any part or all of the award granted to him or her hereunder
in accordance with the terms of the CAP, and (2) if the Committee in its
discretion permits, a Participant may elect to receive stock options granted
under the Company's 1994 Stock Award Plan in lieu of any part or all of the cash
award to which the Participant would otherwise be entitled hereunder, in
accordance with rules established by the Committee for such purpose.


                                       6
<PAGE>


                           VII. EMPLOYMENT PROVISIONS

         7.01 PROMOTIONS AND NEW EMPLOYEES. Except as to Covered Employees (as
to whom such determinations must be made by the Committee), Employees who are
newly hired or promoted into positions eligible for participation in the Plan
will participate in the degree deemed appropriate, if at all, by the Chief
Executive Officer and at the sole discretion of the Chief Executive Officer.

         7.02 TERMINATION OF EMPLOYMENT.

              (a) DEATH, DISABILITY OR RETIREMENT. Following termination of
employment (which shall be deemed to occur on the date on which the Participant
ceases working for the Company) during a Plan Year by reason of death,
disability or normal or early retirement, a Participant will be eligible to
receive a pro rata award equal to the portion of the final award, otherwise
determined in accordance with Section 6.01, represented by the percentage equal
to the number of full months of employment during the Plan Year divided by 12.
Such pro rata award will be paid in accordance with Section 6.02.

              (b) OTHER TERMINATION. Following a termination of employment
(which shall be deemed to occur on the date on which the Participant ceases
working for the Company) during a Plan Year for any reason other than death,
disability or normal or early retirement, a Participant's eligibility to receive
an award for that Plan Year will be determined solely at the discretion of the
Chief Executive Officer, or, in the case of a Covered Employee, solely at the
discretion of the Committee. No such award may exceed a pro rata portion of the
amount that normally would be available under the Plan, with such pro rata
portion to be determined as in Section 7.02(a).

         If a Participant's employment is terminated for "Cause," the time at
which such employee ceases to be an employee for purposes of this subparagraph
shall mean the time at which such employee is instructed or notified to cease
performing his or her job responsibilities for the Company or any Affiliate,
whether or not for other reasons such as payroll, benefits or compliance with
legal procedures or requirements that he or she may still have other attributes
of an employee. For purposes of this subparagraph, "Cause" shall mean (i)
failure to comply with any material policies and procedures of the Company, (ii)
conduct reflecting dishonesty or disloyalty to the Company, or which may have a
negative impact on the reputation of the Company, (iii) commission of a felony,
theft or fraud, or violations of law involving moral turpitude or (iv) failure
to perform the material duties of his or her employment.

         7.03 NO EMPLOYMENT CONTRACT. Nothing contained in the Plan shall create
any right in any employee to continued employment or otherwise affect his or her
status as an employee-at-will.

                         VIII. MISCELLANEOUS PROVISIONS

         8.01 NONASSIGNABILITY OF BENEFITS. No Participant, nor his or her legal
representative, shall have any right to assign, transfer, appropriate, encumber
or anticipate any interest in the Plan or any payments hereunder. Participants
have only the right to receive payments under this


                                       7
<PAGE>


Plan if, as and when such payments are due and payable under the terms and
conditions of the Plan.

         8.02 WITHHOLDING TAXES. The Company will deduct from all payments under
the Plan any taxes required to be withheld by the federal or any state or local
government and will pay over such taxes to such government for the account of
such Participant.

         8.03 EXPENSES OF THE PLAN. The Company will bear all of the expenses of
administering the Plan and will not charge such expenses against amounts payable
hereunder.

         8.04 APPLICABLE LAW. This Plan, all determinations made hereunder, and
all actions taken pursuant hereto will be governed by the laws of the state of
Minnesota.

                              IX. CHANGE IN CONTROL

         9.01 CALCULATION OF AWARDS. Notwithstanding any other provisions of
this Plan, including without limitation the minimum threshold requirements of
Sections 5.02 and 5.03 and the provisions of Section 7.02(b) which shall not
apply, Participants shall be entitled to a final award calculated in accordance
with Section 6.01 of the Plan during any Plan Year in which there is a Change in
Control, as defined in Section 9.03 hereof; provided, however, that for purposes
hereof the amount of the final award shall be the product of (i) the amount of
the Participant's Salary that the Participant would have earned if paid through
the end of the Plan Year at the Participant's base salary in effect at the time
of the Change in Control and (ii) the greater of (A) the target award as a
percentage of salary for the Participant's Participation Category or (B) if the
Change in Control occurs after the first quarter of a Plan Year, the award as a
percentage of salary that the Participant would have received if (1) no Change
in Control had occurred during such Plan Year, (2) Participant's employment did
not terminate during such Plan Year and (3) the applicable Management
performance, Unit Financial performance and Corporate Financial performance (or
if less than all such performance categories are to be taken into consideration
in determining the achievement of performance objectives of the Participant,
such categories as are to be taken into consideration in determining the
achievement of such performance objectives) had equaled the performance most
recently projected by the Company prior to the Change in Control with respect to
such performance categories for such Plan Year (adjusted to exclude (a) all
legal, accounting, investment banking and other costs and expenses incurred or
projected by the Company in connection with, or in opposition to, the events
resulting in the Change in Control and (b) the projected effect of the Change in
Control upon Management performance, Unit Financial performance and Corporate
Financial performance). The Company shall compute such projections for the Plan
Year at or about the end of each quarter, except the last quarter, of each Plan
Year.

         9.02 PAYMENT OF AWARDS. Final awards shall be paid under this Article
IX within 90 days following the occurrence of the earliest Change in Control
described in Section 9.03. Notwithstanding the preceding sentence, a Participant
who is eligible to participate in the CAP shall be entitled to defer any part or
all of the award granted to him or her hereunder in accordance with the terms of
the CAP.

         9.03 CHANGE IN CONTROL. For purposes of this Article IX, a "Change in
Control" shall mean:


                                       8
<PAGE>


              (i) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the
then outstanding shares of common stock of the Company (the "Outstanding Company
Common Stock") or (B) 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"); provided, however, that
the following acquisitions shall not constitute a Change of Control: (A) any
acquisition directly from the Company, (B) any acquisition by the Company or any
Subsidiary, (C) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any Subsidiary or (D) any acquisition
by any corporation with respect to which, following such acquisition, more than
55% of, respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such acquisition in substantially
the same proportions as their ownership, immediately prior to such acquisition,
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be; or

              (ii) individuals who, as of the effective date of this Plan,
constitute the Board (the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or nomination
for election by the Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or consents;
or

              (iii) approval by the shareholders of the Company of a
reorganization, merger, consolidation or statutory exchange of Outstanding
Company Voting Securities in each case, with respect to which all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such reorganization, merger,
consolidation or exchange do not, following such reorganization, merger,
consolidation or exchange, beneficially own, directly or indirectly, more than
55% of, respectively, the then 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 reorganization, merger, consolidation or exchange in
substantially the same proportions as their ownership, immediately prior to such
reorganization, merger, consolidation or exchange of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be; or

              (iv) approval by the shareholders of the Company of (A) a complete
liquidation or dissolution of the Company or (B) the sale or other disposition
of all or substantially all of the assets of the Company, other than to a
corporation with respect to which, following such sale or other disposition,
more than 55% of, respectively, the then outstanding shares of common stock


                                       9
<PAGE>


of such corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be.

         Notwithstanding the foregoing provisions of this definition, a Change
of Control shall not be deemed to occur with respect to a Participant if the
acquisition of the 30% or greater interest referred to in subparagraph (i) of
this definition is by a group, acting in concert, that includes the Participant
or if at least 40% of the then outstanding common stock or combined voting power
of the then outstanding voting securities (or voting equity interests) of the
surviving corporation or of any corporation (or other entity) acquiring all or
substantially all of the assets of the Company shall be beneficially owned,
directly or indirectly, immediately after a reorganization, merger,
consolidation, statutory share exchange or disposition of assets referred to in
subparagraph (iii) or (iv) of this definition by a group, acting in concert,
that includes that Participant.


                                       10