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EXHIBIT 10.30

                         FAIRPOINT COMMUNICATIONS, INC.
                         2000 EMPLOYEE STOCK OPTION PLAN

1.       PURPOSES.

         The purpose of the Plan (as such term and any other capitalized term
used herein without definition are defined in Section 2) is to foster and
promote the long-term financial success of the Company and Subsidiaries and
materially increase shareholder value by (A) motivating superior performance by
means of performance-related incentives, (B) encouraging and providing for the
acquisition of an ownership interest in the Company by Employees and (C)
enabling the Company and Subsidiaries to attract and retain the services of an
outstanding management team upon whose judgment, interest and special effort the
successful conduct of its and their operations is largely dependent.

2.       DEFINITIONAL MATTERS.

         (a)      CERTAIN DEFINITIONS. Capitalized terms used herein without
definition shall have the respective meanings set forth below:

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

                  BOARD means the Board of Directors of the Company.

                  CAUSE: (I) the refusal or neglect of the Participant to
         perform substantially his or her lawful employment-related duties,
         following written notice from the Company describing in reasonable
         detail such refusal or neglect and an opportunity for 30 days to cure
         the condition which is the subject of such notice, (II) the
         Participant's personal dishonesty, willful misconduct or breach of
         fiduciary duty, (III) the Participant's conviction of or entering a
         plea of guilty or NOLO CONTENDERE to a crime constituting a felony or
         his or her willful violation of any law, rule, or regulation (other
         than a traffic violation or similar offense or violation which in no
         way adversely affects the Company or its reputation or the ability of
         the Participant to perform his or her employment-related duties or to
         represent the Company) or (IV) the breach by the Participant of any
         written covenant or agreement with the Company or any of its
         subsidiaries not to disclose any material information pertaining to the
         Company or such subsidiary or not to compete or interfere with the
         Company or such subsidiary; PROVIDED THAT, with respect to any
         Participant who is party to an employment agreement with the Company,
         "Cause" shall have the meaning specified in such Participant's
         employment agreement (but not any severance agreement) or, in the case
         of any such Participant who is not party to an employment agreement but
         is a party to the


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         Stockholders Agreement, "Cause" shall have the meaning specified in the
         Stockholders Agreement.

                  CHANGE IN CONTROL means the occurrence of any of the following
events:

                  (1) the members of the Board at the beginning of any
         consecutive twenty-four calendar month period (the "INCUMBENT
         DIRECTORS") cease for any reason to constitute at least a majority of
         the members of the Board; PROVIDED THAT any director whose election, or
         nomination for election, by the Company's stockholders was approved by
         a vote of at least a majority of the members of the Board then still in
         office who were members of the Board at the beginning of such
         twenty-four calendar month period other than as a result of a proxy
         contest, or any agreement arising out of an actual or threatened proxy
         contest, shall be treated as an Incumbent Director; or

                  (2) any "person," including a "group" (as such terms are used
         in Sections 13(d) and 14(d)(2) of the Act), but excluding Kelso, THL,
         the Company, any Subsidiary or any employee benefit plan of the Company
         or any Subsidiary, is or becomes the "beneficial owner" (as defined in
         Rule 13(d)(3) under the Act), directly or indirectly, of securities of
         the Company representing 20% or more of the combined voting power of
         the Company's then outstanding securities; or

                  (3) the stockholders of the Company approve a definitive
         agreement (A) for the merger or other business combination of the
         Company with, or into, another corporation, a majority of the directors
         of which were not directors of the Company immediately prior to the
         merger and in which the stockholders of the Company immediately prior
         to the effective date of such merger own a percentage of the voting
         power that is less than one-half of the percentage of the voting power
         they owned in the Company immediately prior to such transaction, or (B)
         for the sale or other disposition of all or substantially all of the
         assets of the Company; PROVIDED, in each case, that such transaction
         shall have been consummated; or

                  (4) the purchase of 20% or more of Common Stock pursuant to
         any tender or exchange offer made by any "person," including a "group"
         (as such terms are used in Sections 13(d) and 14(d)(2) of the Act)
         other than Kelso, THL, the Company, any Subsidiary or an employee
         benefit plan of the Company or any Subsidiary.

         Notwithstanding the foregoing, a Change in Control shall not be deemed
         to occur in the event the Company files for bankruptcy, liquidation or
         reorganization under the United States Bankruptcy Code.


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                  CHANGE IN CONTROL PRICE means the highest price per share of
         Common Stock offered in conjunction with any transaction resulting in a
         Change in Control (as determined in good faith by the Committee if any
         part of the offered price is payable other than in cash), or, in the
         case of a Change in Control occurring solely by reason of a change in
         the composition of the Board, the highest Fair Market Value of the
         Common Stock on any of the 30 trading days immediately preceding the
         date on which a Change in Control occurs.

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

                  COMMITTEE means the Compensation Committee of the Board or
         such other committee as the Board may from time to time designate to
         administer the Plan (or, in the absence of any such designation, the
         Board); PROVIDED THAT, following the Public Offering, any such
         committee shall consist of two or more members, each of whom shall be a
         "Non-Employee Director" within the meaning of Rule 16b-3, as
         promulgated under the Act, and an "outside director" within the meaning
         of Section 162(m) of the Code.

                  COMMON STOCK means the Class A common stock of the Company,
         par value $0.01 per share.

                  COMPANY means Fair Point Communications, Inc. a Delaware
         corporation, and any successor thereto.

                  DISABILITY: the termination of the employment of any
         Participant by the Company or any of its subsidiaries shall be deemed
         to be by reason of a "Disability" if, as a result of such Participant's
         incapacity due to reasonably documented physical or mental illness,
         such Participant shall have been unable for more than six months within
         any 12-month period to perform his or her duties with the Company or
         such subsidiary on a full-time basis and within 90 days after written
         notice of termination has been given to such Participant such
         Participant shall not have returned to the full time performance of his
         or her duties. The date of termination in the case of a termination for
         "Disability" shall be deemed to be the last day of the aforementioned
         90-day period. Notwithstanding the foregoing, with respect to any
         Participant who is a party to an employment agreement (but not any
         severance agreement) with the Company, "Disability" shall have the
         meaning, if any, specified in such Participant's employment agreement.

                  EMPLOYEE means any full-time employee of the Company or any
         Subsidiary.

                  EXECUTIVE OFFICER means any Employee that is subject to
         Section 16(b) of the Exchange Act with respect to equity securities of
         the Company.


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                  FAIR MARKET VALUE means (i) if no Public Offering has
         occurred, the fair market value of a share of Common Stock as
         determined in accordance with Sections 3.4 and 3.5 of the Stockholders
         Agreement; PROVIDED THAT for the purpose of such determination all
         outstanding Options hereunder shall be deemed to be outstanding shares
         of Common Stock; or, following a Public Offering, the average of the
         closing sales prices for a share of Common Stock as reported on a
         national securities exchange for each of the ten business days
         preceding the date of determination or the average of the last
         transaction prices for a share of Common Stock as reported on a
         nationally recognized system of price quotation for each of the ten
         business days preceding the date of determination. In the event that
         there are no Common Stock transactions reported on such exchange or
         system on such date, Fair Market Value shall mean the closing price on
         the immediately preceding date on which Common Stock transactions were
         so reported.

                  KELSO means, collectively, Kelso Investment Associates V, L.P.
         and Kelso Equity Partners V, L.P.

                  OPTION means the right to purchase Common Stock at a stated
         price for a specified period of time. For purposes of the Plan, an
         Option may be either (I) an "Incentive Stock Option" (ISO) within the
         meaning of Section 422 of the Code or (II) a "Nonstatutory Stock
         Option" (NSO). Unless the Committee shall otherwise specify at the time
         of grant, any Option granted hereunder shall be a Nonstatutory Stock
         Option.

                  PARTICIPANT means any Employee designated by the Committee to
         receive an Option under the Plan.

                  PLAN means this Fair Point Communications, Inc. 2000 Employee
         Stock Option Plan, as set forth herein and as the same may be amended
         from time to time in accordance with its terms.

                  PRIOR PLAN means the Amended and Restated Stock Option Plan of
         the Company, adopted by the Company pursuant to the Board's resolutions
         dated August 20, 1998, as in effect on the date of adoption of this
         Plan.

                  PUBLIC OFFERING means the Company's offering of common stock
         to the general public through a registration statement filed with the
         Securities and Exchange Commission that covers (together with prior
         effective registrations) (I) not less than 50% of the then outstanding
         shares of common stock of the Company on a fully diluted basis and
         treating all outstanding Options hereunder as outstanding shares of
         Common Stock or (II) shares of Common Stock of the Company that will be
         traded on any of the New York Stock Exchange, the


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         American Stock Exchange or the National Association of Securities
         Dealers Automated Quotation System after the close of any such general
         public offering.

                  RETIREMENT means termination of a Participant's employment on
         or after the date the Participant attains age 65.

                  STOCKHOLDERS AGREEMENT means the Stockholders Agreement, dated
         as of January 20, 2000, among the Company and holders of the Common
         Stock, as amended and in effect from time to time.

                  SUBSIDIARY means any corporation in which the Company owns,
         directly or indirectly, stock representing 50% or more of the voting
         power of all classes of stock entitled to vote and any other business
         organization, regardless of form, in which the Company possesses
         directly or indirectly 50% or more of the total combined equity
         interests.

                  THL means Thomas H. Lee Equity Fund IV, L.P. and the parties
         listed on Schedule A to Stockholders Agreement.

         (b)      GENDER AND NUMBER. Except when otherwise indicated by the
context, words in the masculine gender used in the Plan shall include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.

3.       POWERS OF THE COMMITTEE

         The Committee shall be responsible for the administration of the Plan,
including, without limitation, determining which Employees receive Options, what
kind of Options are granted under the Plan and for what number of shares, and
the other terms and conditions of each such Option. The Committee may establish
different terms and conditions for different types of Options, for different
Participants receiving the same type of Option and for the same Participant for
each Option such Participant may receive, whether or not granted at different
times. The Committee shall have the responsibility of construing and
interpreting the Plan and of establishing and amending such rules and
regulations as it may deem necessary or desirable for the proper administration
of the Plan. Any decision or action made or taken or to be taken by the
Committee in connection with the construction, administration, interpretation
and effect of the Plan and of the Committee's rules and regulations, shall, to
the maximum extent permitted by applicable law, be within the Committee's
absolute discretion (except as otherwise specifically provided herein) and shall
for all purposes be final, conclusive and binding upon the Company, all
Participants and any person claiming under or through any Participant, and shall
be given deference in any proceeding with respect to, or arising out of, the
Plan. The Committee may consult with legal counsel, who may be counsel to the


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Company, and shall not incur any liability for any action taken in good faith in
reliance upon the advice of counsel.

4.       COMMON STOCK SUBJECT TO PLAN

         (a)      NUMBER. Subject to the provisions of Section 4(b) and (c), the
number of shares of Common Stock subject to Options under the Plan may not
exceed a sum of 10,019,200 shares of Common Stock plus the number of shares of
Common Stock available for grant under the Prior Plan on the date this Plan is
adopted and the shares (if any) which, after the effective date of the Plan,
become available for Options under this Plan in accordance with Section 4(b)
below. The maximum number of shares of Common Stock subject to Options granted
to any single Participant in any calendar year is 1,500,000 shares of Common
Stock. Without limiting the generality of the foregoing, whenever shares are
received by the Company in connection with the exercise of any Option granted
under the Plan, only the net number of shares actually issued shall be counted
against the foregoing limit. The shares to be delivered under the Plan may
consist, in whole or in part, of treasury Common Stock or authorized but
unissued Common Stock not reserved for any other purpose.

         (b)      CANCELED, TERMINATED, OR FORFEITED OPTIONS. Any shares of
Common Stock subject to any Option granted hereunder or under the Prior Plan
which for any reason is canceled, terminated or otherwise settled without the
issuance of any Common Stock shall be available for further Options under the
Plan.

         (c)      ADJUSTMENT IN CAPITALIZATION. In the event of any Common Stock
dividend or Common Stock split, recapitalization (including, without limitation,
the payment of an extraordinary cash dividend), merger, consolidation,
combination, spin-off, distribution of assets to stockholders, exchange of
shares, or other similar corporate change or other similar event that affects
the Common Stock such that an adjustment is required to preserve, or to prevent
enlargement of, the benefits or potential benefits made available under this
Plan, the Committee shall, in such manner as the Committee shall deem equitable,
adjust any or all of (I) the number and kind of shares of capital stock which
thereafter may be offered and sold under the Plan (including, without
termination, adjusting the limits on the number and types of Options that may be
made under the Plan), (II) the number and kinds of shares of capital stock
subject to outstanding Options and (III) the exercise price with respect to any
of the foregoing. Additionally, the Committee may make provisions for a cash
payment to a Participant or a person who has an outstanding Option in lieu of,
or as a part of, such adjustment. However, the number of shares of capital stock
subject to any Option shall always be a whole number.


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5.       STOCK OPTIONS

         (a)      GRANT OF OPTIONS. Options may be granted to Participants at
such time or times as shall be determined by the Committee. Options granted
under the Plan may be of two types: (I) Incentive Stock Options and (ii)
Nonstatutory Stock Options, PROVIDED that no Incentive Stock Option shall be
granted to any Employee who is not eligible to receive such an Option under
Section 422 of the Code and the regulations thereunder. The Committee shall have
complete discretion in determining the number of Options, if any, to be granted
to a Participant. Without limiting the foregoing, the Committee may grant
Options containing provisions for the issuance to the Participant, upon exercise
of such Option and payment of the exercise price therefore with previously owned
shares of Common Stock, of an additional Option for the number of shares so
delivered. Each Option shall be evidenced by an option agreement that shall
specify the type of Option granted, the exercise price, the duration of the
Option, the number of shares of Common Stock to which the option pertains, and
such other terms and conditions not inconsistent with the Plan as the Committee
shall determine.

         (b)      OPTION PRICE. Unless otherwise determined by the Committee at
the time of grant, Options granted pursuant to the Plan shall have an exercise
price which is not less than the Fair Market Value of a share of Common Stock on
the date the Option is granted.

         (c)      EXERCISE OF OPTIONS. Subject to Section 8(e), Options awarded
under the Plan shall be exercisable at such times, and shall be subject to such
restrictions and conditions, including the performance of a minimum period of
service or the satisfaction of performance goals, as the Committee may impose,
either at or after the time of grant of such Options; PROVIDED THAT no Option
shall be exercisable on or after the tenth anniversary of the date on which it
is granted.

         (d)      PAYMENT. The Committee shall establish procedures governing
the exercise of Options which shall require that (X) as a condition to the
issuance of any shares of Common Stock upon the exercise of the Options prior to
a Public Offering, the Participant become a party to the Stockholders Agreement
with respect to such shares and (Y) written notice of exercise be given to the
Company. No shares shall be delivered pursuant to any exercise of an Option
unless arrangements satisfactory to the Committee have been made to ensure full
payment of the option price. Without limiting the generality of the foregoing,
the Committee may provide, on such terms and conditions as the Committee deems
appropriate, that payment of the option price may be made (I) in cash or its
equivalent, (II) at any time following a Public Offering by exchanging shares of
Common Stock (which are not subject to any pledge or other security interest or
encumbrance) owned by the optionholder for at least six months (or such longer
period as is required by applicable accounting standards to avoid a charge to
earnings) having an aggregate Fair Market Value on the date of exercise equal to
such aggregate Option


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exercise price or in a combination of cash and such unencumbered shares of
Common Stock, (III) at any time following a Public Offering, through an
arrangement with a broker approved by the Company whereby payment of the
exercise price is accomplished with the proceeds of the sale of Stock or (IV) by
any combination of the foregoing, PROVIDED THAT the combined value of all cash
and cash equivalents paid and the Fair Market Value of any Common Stock so
tendered to the Company, valued as of the date of such tender, is at least equal
to such option price.

         (e)      TERMINATION OF EMPLOYMENT. Unless otherwise determined by the
Committee at the time of grant, upon termination of a Participant's employment
for any reason, any Options which have not become exercisable in accordance with
the terms thereof shall be cancelled upon such termination of employment.

         (f)      TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY OR
RETIREMENT. Unless otherwise determined by the Committee at the time of grant,
in the event a Participant's employment terminates by reason of death,
Disability or Retirement, any Options granted to such Participant which are
exercisable at the date of his or her death, Disability or Retirement may be
exercised at any time prior to the earlier of the expiration of the term of the
Options and the first anniversary of the Participant's termination of employment
(or such other period as the Committee shall determine at the time of grant).

         (g)      TERMINATION OF EMPLOYMENT FOR ANY OTHER REASON. Unless
otherwise determined by the Committee at or after the time of grant, in the
event the employment of the Participant shall terminate for any reason other
than those specified in Section 5(f), any Options granted to such Participant
which are exercisable at the date of the Participant's termination of employment
may be exercised at any time prior to the earlier of the expiration of the term
of the Options and the sixtieth day following the Participant's termination of
employment; PROVIDED that, if a Participant's employment is terminated for
Cause, all Options granted to such Participant which are then outstanding shall
be immediately forfeited (whether or not then exercisable).

         (h)      INCENTIVE STOCK OPTIONS. Notwithstanding anything in the Plan
to the contrary, no term of the Plan relating to Incentive Stock Options shall
be interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be so exercised, so as to disqualify the Plan under
Section 422 of the Code.

         (i)      BUYOUT. The Committee may at any time offer to buy out an
Option previously granted for a payment in cash, based on such terms and
conditions as the Committee shall establish and communicate to the optionholder
at the time that such offer is made. In addition, prior to a Public Offering,
unless otherwise provided in the applicable Option Agreement evidencing the
Option, upon any termination of a Participant's employment with the Company, the
Company may repurchase all or any portion of the vested Options then held by
such Participant as of the date of such


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termination for a cash payment equal to the excess, if any, of (I) the Fair
Market Value of the shares of Common Stock subject to such Option (or to the
portion thereof so purchased), over (II) the aggregate Option exercise price for
such shares and on such other terms and conditions as the Committee shall
establish at the date of grant.

6.       CHANGE IN CONTROL

         (a)      ACCELERATED VESTING AND PAYMENT. Subject to the provisions of
Section 6(b) below, in the event of a Change in Control, each Option shall be
canceled in exchange for a payment in cash of an amount equal to the excess, if
any, of the Change in Control Price over the exercise price for such Option.

         (b)      ALTERNATIVE OPTIONS. Notwithstanding Section 6(a), no
cancellation, acceleration of exercisability, vesting, cash settlement or other
payment shall occur with respect to any Option if the Committee reasonably
determines in good faith prior to the occurrence of a Change in Control that
such Option shall be honored or assumed, or new rights substituted therefor
(such honored, assumed or substituted option hereinafter called an "Alternative
Option"), by a Participant's employer (or the parent or a Subsidiary of such
employer) immediately following the Change in Control, provided that any such
Alternative Option must:

                  (i)      provide such Participant (or each Participant in a
         class of Participants) with rights and entitlements substantially
         equivalent to or better than the rights, terms and conditions
         applicable under such Option, including, but not limited to, an
         identical or better exercise or vesting schedule and identical or
         better timing and methods of payment;

                  (ii)     have substantially equivalent economic value to such
         Option (determined at the time of the Change in Control);

                  (iii)    have terms and conditions which provide that in the
         event that the Participant's employment is involuntarily terminated or
         constructively terminated, any conditions on a Participant's rights
         under, or any restrictions on transfer or exercisability applicable to,
         each such Alternative Option shall be waived or shall lapse, as the
         case may be.

For this purpose, a constructive termination shall mean a termination by a
Participant following a material reduction in the Participant's base salary or a
Participant's incentive compensation opportunity or a material reduction in the
Participant's responsibilities, in any such case without the Participant's
written consent.


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7.       AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN

         (a)      The Board at any time may terminate or suspend the Plan, and
from time to time may amend or modify the Plan, EXCEPT THAT no amendment,
modification, or termination of the Plan shall in any manner adversely affect
Rights of a holder of any Option theretofore granted under the Plan, without the
consent of the Participant to whom such Option was granted. Notwithstanding the
foregoing, the Board may not increase the total number of shares of Common Stock
subject to the Plan without shareholder approval (except pursuant to Section
4(c)).

8.       MISCELLANEOUS PROVISIONS

         (a)      NONTRANSFERABILITY OF OPTIONS. Unless the Committee shall
permit (on such terms and conditions as it shall establish) a Nonstatutory Stock
Option to be transferred to a member of the Participant's immediate family or to
a trust or similar vehicle for the benefit of such immediate family members
(collectively, the "PERMITTED TRANSFEREES"), no Option shall be assignable or
transferable except by will or the laws of descent and distribution, and, except
to the extent required by law, no right or interest of any Participant in, and
to, any Option granted under the Plan shall be subject to any lien, obligation
or liability of the Participant. All rights with respect to Options granted to a
Participant under the Plan shall be exercisable during his lifetime only by such
Participant or, if applicable, the Permitted Transferees. The rights of a
Permitted Transferee shall be limited to the rights conveyed to such Transferee,
who shall be subject to, and bound by, the terms of the agreement or agreements
between the Participant and the Company.

         (b)      BENEFICIARY DESIGNATION. Each Participant under the Plan may
from time to time name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
or by whom any right under the Plan is to be exercised in case of such
Participant's death. Each designation will revoke all prior designations by the
same Participant, shall be in a form prescribed by the Committee, and will be
effective only when filed by the Participant in writing with the Committee
during his lifetime. In the absence of any such designation, benefits remaining
unpaid at the Participant's death shall be paid to, or exercised by, the
Participant's surviving spouse, if any, or otherwise to, or by, his estate.

         (c)      NO GUARANTEE OF EMPLOYMENT OR PARTICIPATION. Nothing in the
Plan shall be deemed to interfere with or limit in any way the right of the
Company or any Subsidiary to terminate any Participant's employment at any time,
or to confer upon any Participant any right to continue in the employ of the
Company or any Subsidiary. No Employee shall have a right to be selected as a
Participant, or, having been so selected, to receive any future Option grants.


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         (d)      TAX WITHHOLDING. The Company shall have the right to deduct
from all amounts paid to a Participant in cash (whether under this Plan or
otherwise) any taxes required by law to be withheld in respect of Options under
this Plan. No shares of Common Stock shall be issued pursuant to any Option
unless and until arrangements satisfactory to the Committee shall have been made
to satisfy any withholding tax obligations with respect to such Option. Without
limiting the generality of the foregoing, the Company shall have the right to
retain, and the Committee may, subject to such terms and conditions as it may
establish from time to time, permit Participants to elect to tender, Common
Stock (including Common Stock issuable in respect of an Option) to satisfy, in
whole or in part, the amount required to be withheld.

         (e)      COMPLIANCE WITH LEGAL AND EXCHANGE REQUIREMENTS. The Plan, the
granting and exercising of Options thereunder, and the other obligations of the
Company under the Plan shall be subject to all applicable Federal and State
laws, rules, and regulations and to such approvals by any regulatory or
governmental agency as may be required. The Company, in its discretion, may
postpone the granting and exercising of Options, the issuance or delivery of
Common Stock under any Option or any other action under the Plan for as long as
necessary to permit the Company, with reasonable diligence, to complete stock
exchange listing or registration or qualification of such Common Stock or other
action required under any Federal or State law, rule or regulation and may
require any Participant to make such representations and furnish such
information as it may consider appropriate in connection with the issuance or
delivery of Common Stock in compliance with applicable laws, rules, and
regulations. The Company shall not be obligated by virtue of any provision of
the Plan to recognize the exercise of any Option or to otherwise sell or issue
Common Stock in violation of any such laws, rules, or regulations; and any
postponement of the exercise of any Option under this provision shall not extend
the term of such Options, and neither the Company nor its directors or officers
shall have any obligation or liability to the Participant with respect to any
Option (or Common Stock issuable thereunder) that shall lapse because of such
postponement.

         (f)      INDEMNIFICATION. Each person who shall be or shall have been a
member of the Committee or of the Board shall be indemnified for, and held
harmless by the Company against, any loss, cost, liability, or expense that may
be imposed upon, or reasonably incurred by, him in connection with, or resulting
from, any claim, action, suit, or proceeding to which he may be made a party or
in which he may be involved by reason of any action taken or failure to act
under the Plan and against and from any and all amounts paid by him in
settlement thereof, with the Company's approval, or paid by him in satisfaction
of any judgment in any such action, suit, or proceeding against him; PROVIDED
such person shall give the Company an opportunity, at its own expense, to handle
and defend the same before he undertakes to handle and defend it on his own
behalf. The foregoing right of indemnification shall not be exclusive and shall
be independent of any other rights of indemnification to which such persons may
be entitled


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under the Company's Articles of Incorporation or By-laws, by contract, as a
matter of law, or otherwise.

         (g)      EFFECTIVE DATE. Subject to the approval of the shareholders of
the Company, the Plan shall be effective on April 1, 2000. No Options may be
granted under the Plan after April 1, 2010.

         (h)      NO LIMITATION ON COMPENSATION. Nothing in the Plan shall be
construed to limit the right of the Company or Subsidiaries to establish other
plans or to pay compensation to the Employees, in cash or property, in a manner
which is not expressly authorized under the Plan.

         (i)      DEFERRALS. The Committee may postpone the exercising of
Options, the issuance or delivery of Common Stock under any Option or any action
permitted under the Plan in order to prevent the Company's or any Subsidiary's
being denied a Federal income tax deduction with respect to any Option other
than an Incentive Stock Option.

         (j)      GOVERNING LAW. The Plan shall be construed in accordance with,
and governed by, the laws of the State of New York, without reference to
principles of conflict of laws which would require application of the law of
another jurisdiction, except to the extent that the corporate law of the State
of Delaware specifically and mandatorily applies.

         (k)      NO IMPACT ON BENEFITS. Except as may otherwise be specifically
stated under any employee benefit plan, policy or program, no amount payable in
respect of any Option shall be treated as compensation for purposes of
calculating an Employee's right under any such plan, policy or program.

         (l)      NO CONSTRAINT ON CORPORATE ACTION. Nothing in this Plan shall
be construed (I) to limit, impair or otherwise affect the Company's right or
power to make adjustments, reclassifications, reorganizations or changes of its
capital or business structure, or to merge or consolidate, or dissolve,
liquidate, sell, or transfer all or any part of its business or assets or (II)
except as provided in Section 7, to limit the right or power of the Company, or
any Subsidiary to take any action which such entity deems to be necessary or
appropriate.


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