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                                                                     EXHIBIT 4.5

                           KIMBERLY-CLARK CORPORATION
                         2001 EQUITY PARTICIPATION PLAN
                      (AS ADOPTED EFFECTIVE APRIL 26, 2001)



1.       PURPOSE

         This 2001 Equity Participation Plan (the "Plan") of Kimberly-Clark
Corporation (the "Corporation") is intended to aid in attracting and retaining
highly qualified personnel and to encourage those employees who materially
contribute, by managerial, scientific or other innovative means to the success
of the Corporation or of an Affiliate, to acquire an ownership interest in the
Corporation, thereby increasing their motivation for and interest in the
Corporation's or Affiliate's long-term success.

2.       EFFECTIVE DATE

         The Plan is effective as of April 26, 2001 upon (a) approval of the
Board and (b) approval by the stockholders of the Corporation at the 2001 Annual
Meeting of Stockholders.

3.       DEFINITIONS

         "Affiliate" means any company in which the Corporation owns 20% or more
of the equity interest (collectively, the "Affiliates").

         "Award" has the meaning set forth in Section 6 of this Plan.

         "Award Agreement" means an agreement entered into between the
Corporation and a Participant setting forth the terms and conditions applicable
to the Award granted to the Participant.

         "Board" means the Board of Directors of the Corporation.

         "Cause" means any of the following: (i) the commission by the
Participant of a felony; (ii) the Participant's dishonesty, habitual neglect or
incompetence in the management of the affairs of the Corporation; or (iii) the
refusal or failure by the Participant to act in accordance with any lawful
directive or order of the Corporation, or an act or failure to act by the
Participant which is in bad faith and which is detrimental to the Corporation.

         "Change of Control" means an event deemed to have taken place if: (i) a
third person, including a "group" as defined in section 13(d)(3) of the
Securities Exchange Act of 1934, acquires shares of the Corporation having 20%
or more of the total number of votes that may be cast for the election of
directors of the Corporation; or (ii) as the result of any cash tender or
exchange offer, merger or other business combination, sale of assets or
contested election, or any combination of the foregoing transactions (a
"Transaction"), the persons who were directors of the Corporation before the
Transaction shall cease to constitute a majority of the Board of the Corporation
or any successor to the Corporation.

         "Code" means the Internal Revenue Code of 1986 and the regulations
thereunder, as amended from time to time.

         "Committee" means the Compensation Committee of the Board, provided
that if the requisite number of members of the Compensation Committee are not
Disinterested Persons, the Plan shall be administered by a committee, all of
whom are Disinterested Persons, appointed by the Board and consisting of two or
more directors with full authority to act in the matter. The term "Committee"
shall


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mean the Compensation Committee or the committee appointed by the Board, as the
case may be. Furthermore, the term "Committee" shall include any delegate to the
extent authority is delegated pursuant to Section 4 hereunder.

         "Committee Rules" means the interpretative guidelines approved by the
Committee providing the foundation for administration of this Plan.

         "Common Stock" means the common stock, par value $1.25 per share, of
the Corporation and shall include both treasury shares and authorized but
unissued shares and shall also include any security of the Corporation issued in
substitution, in exchange for, or in lieu of the Common Stock.

         "Disinterested Person" means a person who is a "Non-Employee Director"
for purposes of rule 16b-3 under the Exchange Act, or any successor provision,
and who is also an "outside director" for purposes of section 162(m) of the Code
or any successor section.

         "Exchange Act" means the Securities Exchange Act of 1934 and the rules
and regulations thereunder, as amended from time to time.

         "Fair Market Value" means the reported closing price of the Common
Stock, on the relevant date as reported on the composite list used by The Wall
Street Journal for reporting stock prices, or if no such sale shall have been
made on that day, on the last preceding day on which there was such a sale.

         "Incentive Stock Option" means an Option which is so defined for
purposes of section 422 of the Code or any successor section.

         "Nonqualified Stock Option" means any Option which is not an Incentive
Stock Option.

         "Option" means a right to purchase a specified number of shares of
Common Stock at a fixed option price equal to no less than 100% of the Fair
Market Value of the Common Stock on the date the Award is granted.

         "Option Price" has the meaning set forth in subsection 7(b) of this
Plan.

         "Participant" means an employee who the Committee selects to
participate in and receive Awards under the Plan (collectively, the
"Participants").

         "Qualified Termination of Employment" means the termination of a
Participant's employment with the Corporation and/or its Affiliates within the
two (2) year period following a Change of Control of the Corporation for any
reason (whether voluntary or involuntary) unless such termination is by reason
of death or disability or unless such termination is (i) by the Corporation for
Cause or (ii) by the Participant without Good Reason. Subject to the definition
of "Termination by the Participant for Good Reason," transfers of employment for
administrative purposes among the Corporation and its Affiliates shall not be
deemed a Qualified Termination of Employment.

         "Restricted Period" shall mean the period of time during which the
Transferability Restrictions applicable to Awards will be in force.

         "Restricted Share" shall mean a share of Common Stock which may not be
traded or sold, until the date the Transferability Restrictions expire.


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         "Restricted Share Unit" means the right, as described in Section 9, to
receive an amount, payable in either cash or shares of Common Stock, equal to
the value of a specified number of shares of Common Stock. No certificates shall
be issued with respect to such Restricted Share Unit, except as provided in
subsection 9(d), and the Corporation shall maintain a bookkeeping account in the
name of the Participant to which the Restricted Share Unit shall relate.

         "Retirement" and "Retires" means the termination of employment on or
after the date the Participant is entitled to receive immediate payments under a
qualified retirement plan of the Corporation or an Affiliate; provided, however,
if the Participant is not eligible to participate under a qualified retirement
plan of the Corporation or its Affiliates then such Participant shall be deemed
to have retired if his termination of employment is on or after the date such
Participant has attained age 55.

         "Stock Appreciation Right (SAR)" has the meaning set forth in
subsection 7(i)(i) of this Plan.

         "Termination by the Participant for Good Reason" shall mean the
occurrence (without the Participant's express written consent) of any one of the
following acts by the Corporation, or failures by the Corporation to act,
unless, in the case of any act or failure to act described below, such act or
failure to act is corrected prior to the Participant's termination date:

                  (a) the assignment to the Participant of any duties
         inconsistent with the Participant's status with the Corporation or a
         substantial adverse alteration in the nature or status of the
         Participant's responsibilities from those in effect immediately prior
         to the Change of Control other than such alteration primarily
         attributable to the fact that the Corporation may no longer be a public
         company;

                  (b) a reduction by the Corporation of the Participant's annual
         base salary by five percent or more as in effect immediately prior to
         the Change of Control, except for across-the-board salary reductions
         similarly affecting all similarly situated employees of the
         Corporation;

                  (c) the Corporation requiring the Participant to be based at a
         location more than 50 miles from the location of the Participant's
         office as of the date of the Change of Control except for required
         travel on the Corporation's business to an extent substantially
         consistent with the Participant's business travel obligations as of the
         date of the Change of Control;

                  (d) the failure of the Corporation to pay as soon as
         administratively feasible, after notice from the Participant, any
         portion of the Participant's current compensation;

                  (e) the failure of the Corporation to continue in effect any
         compensation plan in which the Participant participates immediately
         prior to the Change of Control which is material to the Participant's
         total compensation, including but not limited to the Corporation's
         stock option, incentive compensation, and bonus plans, or any
         substitute plans adopted prior to the Change of Control, unless an
         equitable arrangement (which is embodied in an ongoing substitute or
         alternative plan but which need not provide the Participant with
         equity-based incentives) has been made with respect to such plan, or
         the failure by the Corporation to continue the Participant's
         participation therein (or in such substitute or alternative plan) on a
         basis not materially less favorable than the benefits provided to other
         participants; or

                  (f) the failure by the Corporation to continue to provide the
         Participant with benefits substantially similar to those enjoyed by the
         Participant under any of the Corporation's pension, life insurance,
         medical, health and accident, or disability plans in which the
         Participant




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         was participating at the time of the Change of Control, the taking of
         any action by the Corporation which would directly or indirectly
         materially reduce any of such benefits or deprive the Participant of
         any material fringe benefit enjoyed by the Participant at the time of
         the Change of Control, or the failure by the Corporation to provide the
         Participant with the number of paid vacation days to which the
         Participant is entitled on the basis of years of service with the
         Corporation in accordance with the Corporation's normal vacation policy
         in effect at the time of the Change of Control.

         The Participant's right to terminate the Participant's employment for
Good Reason shall not be affected by the Participant's incapacity due to
physical or mental illness. The Participant's continued employment shall not
constitute consent to, or a waiver of rights with respect to, any act or failure
to act constituting Good Reason hereunder.

        "Total and Permanent Disability" means Totally and Permanently Disabled
as defined in the Kimberly-Clark Corporation Pension Plan.

         "Transferability Restrictions" means the restrictions on
transferability imposed on Awards of Restricted Shares or Restricted Share
Units.

4.      ADMINISTRATION

         The Plan and all Awards granted pursuant thereto shall be administered
by the Committee. The Committee, in its absolute discretion, shall have the
power to interpret and construe the Plan and any Award Agreements; provided,
however, that no such action or determination may increase the amount of
compensation payable that would otherwise be due in a manner that would result
in the disallowance of a deduction to the Corporation under section 162(m) of
the Code or any successor section. Any interpretation or construction of any
provisions of this Plan or the Award Agreements by the Committee shall be final
and conclusive upon all persons. No member of the Board or the Committee shall
be liable for any action or determination made in good faith.

         Within 60 days following the close of each calendar year that the Plan
is in operation, the Committee shall make a report to the Board. The report
shall specify the employees who received Awards under the Plan during the prior
year, the form and size of the Awards to the individual employees, and the
status of prior Awards.

         The Committee shall have the power to promulgate Committee Rules and
other guidelines in connection with the performance of its obligations, powers
and duties under the Plan, including its duty to administer and construe the
Plan and the Award Agreements.

         The Committee may authorize persons other than its members to carry out
its policies and directives subject to the limitations and guidelines set by the
Committee, and may delegate its authority under the Plan, provided, however, the
delegation of authority to grant Awards shall be limited to grants by the Chief
Executive Officer to newly hired employees, or to respond to special recognition
or retention needs, and any such grants shall be limited to eligible
Participants who are not subject to section 16 of the Exchange Act. The
delegation of authority shall be limited as follows: (a) with respect to persons
who are subject to section 16 of the Exchange Act, the authority to grant
Awards, the selection for participation, decisions concerning the timing,
pricing and amount of a grant or Award and authority to administer Awards shall
not be delegated by the Committee; (b) the maximum number of shares of Common
Stock covered by Awards which may be granted by the Chief Executive Officer
within any calendar year period shall not exceed 200,000; (c) any delegation
shall satisfy all applicable requirements of rule 16b-3 of the Exchange Act, or
any successor provision; and (d) no such delegation




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shall result in the disallowance of a deduction to the Corporation under section
162(m) of the Code or any successor section. Any person to whom such authority
is granted shall continue to be eligible to receive Awards under the Plan.

5.       ELIGIBILITY

         The Committee shall from time to time select the Participants from
those employees whom the Committee determines either to be in a position to
contribute materially to the success of the Corporation or Affiliate or to have
in the past so contributed. Only employees (including officers and directors who
are employees) of the Corporation and its Affiliates are eligible to participate
in the Plan.

6.       FORM OF GRANTS

         All Awards under the Plan shall be made in the form of Options,
Restricted Shares or Restricted Share Units, or any combination thereof.
Notwithstanding anything in this Plan to the contrary, any Awards shall contain
the restriction on assignability in subsection 16(g) of this Plan to the extent
required under rule 16b-3 of the Exchange Act.

7.       STOCK OPTIONS

         The Committee or its delegate shall determine and designate from time
to time those Participants to whom Options are to be granted and the number of
shares of Common Stock to be optioned to each and the periods the Option shall
be exercisable. Such Options may be in the form of Incentive Stock Options or in
the form of Nonqualified Stock Options. The Committee in its discretion at the
time of grant may establish performance goals that may affect the grant,
exercise and/or settlement of an Option. After granting an Option to a
Participant, the Committee shall cause to be delivered to the Participant an
Award Agreement evidencing the granting of the Option. The Award Agreement shall
be in such form as the Committee shall from time to time approve. The terms and
conditions of all Options granted under the Plan need not be the same, but all
Options must meet the applicable terms and conditions specified in subsections
7(a) through 7(h).

                  (a) Period of Option. The Period of each Option shall be no
         more than 10 years from the date it is granted.

                  (b) Option Price. The Option price shall be determined by the
         Committee, but shall not in any instance be less than the Fair Market
         Value of the Common Stock at the time that the Option is granted (the
         "Option Price").

                  (c) Limitations on Exercise. The Option shall not be
         exercisable until at least one year has expired after the granting of
         the Option, during which time the Participant shall have been in the
         continuous employ of the Corporation or an Affiliate; provided,
         however, that the Option shall become exercisable immediately in the
         event of a Qualified Termination of Employment of a Participant,
         without regard to the limitations set forth below in this subsection
         7(c). Unless otherwise determined by the Committee or its delegate at
         the time of grant, at any time during the period of the Option after
         the end of the first year, the Participant may purchase up to 30
         percent of the shares covered by the Option; after the end of the
         second year, an additional 30 percent; and after the end of the third
         year, the remaining 40 percent of the total number of shares covered by
         the Option; provided, however, that if the Participant's employment is
         terminated for any reason other than death, Retirement or Total and
         Permanent Disability, the Option shall be exercisable only for three
         months following such termination and only for the number of shares of
         Common Stock which were exercisable on the date of such




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         termination. In no event, however, may an Option be exercised more than
         10 years after the date of its grant.

                  (d) Exercise after Death, Retirement, or Disability. Unless
         otherwise determined by the Committee or its delegate at the time of
         grant, if a Participant dies, becomes Totally and Permanently Disabled,
         or Retires without having exercised the Option in full, the remaining
         portion of such Option may be exercised, without regard to the
         limitations in subsection 7(c), as follows. If a Participant dies or
         becomes Totally and Permanently Disabled the remaining portion of such
         Option may be exercised within (i) three years from the date of any
         such event or (ii) the remaining period of the Option, whichever is
         earlier. Upon a Participant's death, the Option may be exercised by the
         person or persons to whom such Participant's rights under the Option
         shall pass by will or by applicable law or, if no such person has such
         rights, by his executor or administrator. If a Participant Retires the
         remaining portion of such Option may be exercised within (i) five years
         from the date of any such event or (ii) the remaining period of the
         Option, whichever is earlier.

                  (e) Non-transferability. During the Participant's lifetime,
         Options shall be exercisable only by such Participant. Options shall
         not be transferable other than by will or the laws of descent and
         distribution upon the Participant's death. Notwithstanding anything in
         this subsection 7(e) to the contrary, the Committee may grant to
         designated Participants the right to transfer Nonqualified Stock
         Options, to the extent allowed under rule 16b-3 of the Exchange Act,
         subject to the terms and conditions of the Committee Rules.

                  (f) Exercise; Notice Thereof. Options shall be exercised by
         delivering to the Corporation, at the office of the Treasurer at the
         World Headquarters, written notice of the number of shares with respect
         to which Option rights are being exercised and by paying in full the
         Option Price of the shares at the time being acquired. Payment may be
         made in cash, a check payable to the Corporation or in shares of Common
         Stock transferable to the Corporation and having a Fair Market Value on
         the transfer date equal to the amount payable to the Corporation. The
         date of exercise shall be deemed to be the date the Corporation
         receives the written notice and payment for the shares being purchased.
         A Participant shall have none of the rights of a stockholder with
         respect to shares covered by such Option until the Participant becomes
         the record holder of such shares.

                  (g) Purchase for Investment. It is contemplated that the
         Corporation will register shares sold to Participants pursuant to the
         Plan under the Securities Act of 1933. In the absence of an effective
         registration, however, a Participant exercising an Option hereunder may
         be required to give a representation that he/she is acquiring such
         shares as an investment and not with a view to distribution thereof.

                  (h) Limitations on Incentive Stock Option Grants.

                           (i) An Incentive Stock Option shall be granted only
                  to an individual who, at the time the Option is granted, does
                  not own stock possessing more than 10 percent of the total
                  combined voting power of all classes of stock of the
                  Corporation or Affiliates.

                           (ii) The aggregate Fair Market Value of all shares
                  with respect to which Incentive Stock Options are exercisable
                  by a Participant for the first time during any year shall not
                  exceed $100,000. The aggregate Fair Market Value of such
                  shares shall be determined at the time the Option is granted.



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                  (i) Election to Receive Cash Rather than Stock.

                           (i) At the same time as Nonqualified Stock Options
                  are granted the Committee may also grant to designated
                  Participants the right to convert a specified number of shares
                  of Common Stock covered by such Nonqualified Stock Options to
                  cash, subject to the terms and conditions of this subsection
                  7(i). For each such Option so converted, the Participant shall
                  be entitled to receive cash equal to the difference between
                  the Participant's Option Price and the Fair Market Value of
                  the Common Stock on the date of conversion. Such a right shall
                  be referred to herein as a Stock Appreciation Right ("SAR").
                  Participants to whom an SAR has been granted shall be notified
                  of such grant and of the Options to which such SAR pertains.
                  An SAR may be revoked by the Committee, in its sole
                  discretion, at any time, provided, however, that no such
                  revocation may be taken hereunder if such action would result
                  in the disallowance of a deduction to the Corporation under
                  section 162(m) of the Code or any successor section.

                           (ii) A person who has been granted an SAR may
                  exercise such SAR during such periods as provided for in the
                  rules promulgated under section 16 of the Exchange Act. The
                  SAR shall expire when the period of the subject Option
                  expires.

                           (iii) At the time a Participant converts one or more
                  shares of Common Stock covered by an Option to cash pursuant
                  to an SAR, such Participant must exercise one or more
                  Nonqualified Stock Options, which were granted at the same
                  time as the Option subject to such SAR, for an equal number of
                  shares of Common Stock. In the event that the number of shares
                  and the Option Price per share of all shares of Common Stock
                  subject to outstanding Options is adjusted as provided in the
                  Plan, the above SARs shall automatically be adjusted in the
                  same ratio which reflects the adjustment to the number of
                  shares and the Option Price per share of all shares of Common
                  Stock subject to outstanding Options.

                  (j) Deferral of Award Payment. The Committee may establish one
         or more programs under the Plan to permit selected Participants the
         opportunity to elect to defer receipt of consideration upon exercise of
         an Award or other event that absent the election would entitle the
         Participant to payment or receipt of Common Stock or other
         consideration under an Option. The Committee may establish the election
         procedures, the timing of such elections, the mechanisms for payments
         of, and accrual of interest or other earnings, if any, on amounts of
         Common Stock so deferred, and such other terms, conditions, rules and
         procedures that the Committee deems advisable for the administration of
         any such deferral program.

8.       RESTRICTED SHARES

         The Committee or its delegate may from time to time designate those
Participants who shall receive Restricted Share Awards. Each grant of Restricted
Shares under the Plan shall be evidenced by an agreement which shall be executed
by the Corporation and the Participant. The agreement shall contain such terms
and conditions, not inconsistent with the Plan, as shall be determined by the
Committee and shall indicate the number of Restricted Shares awarded and the
following terms and conditions of the award.

                  (a) Grant of Restricted Shares. The Committee shall determine
         the number of Restricted Shares to be included in the grant and the
         period or periods during which the Transferability Restrictions
         applicable to the Restricted Shares will be in force (the "Restricted



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         Period"). Unless otherwise determined by the Committee at the time of
         grant, the Restricted Period shall be for a minimum of three years and
         shall not exceed ten years from the date of grant, as determined by the
         Committee at the time of grant. The Restricted Period may be the same
         for all Restricted Shares granted at a particular time to any one
         Participant or may be different with respect to different Participants
         or with respect to various of the Restricted Shares granted to the same
         Participant, all as determined by the Committee at the time of grant.

                  (b) Transferability Restrictions. During the Restricted
         Period, Restricted Shares may not be sold, assigned, transferred or
         otherwise disposed of, or mortgaged, pledged or otherwise encumbered.
         Furthermore, a Participant's right, if any, to receive Common Stock
         upon termination of the Restricted Period may not be assigned or
         transferred except by will or by the laws of descent and distribution.
         In order to enforce the limitations imposed upon the Restricted Shares
         the Committee may (i) cause a legend or legends to be placed on any
         such certificates, and/or (ii) issue "stop transfer" instructions as it
         deems necessary or appropriate. Holders of Restricted Shares limited as
         to sale under this subsection 8(b) shall have rights as a shareholder
         with respect to such shares to receive dividends in cash or other
         property or other distribution or rights in respect of such shares, and
         to vote such shares as the record owner thereof. With respect to each
         grant of Restricted Shares, the Committee shall determine the
         Transferability Restrictions which will apply to the Restricted Shares
         for all or part of the Restricted Period. By way of illustration but
         not by way of limitation, the Committee may provide (i) that the
         Participant will not be entitled to receive any shares of Common Stock
         unless he or she is still employed by the Corporation or its Affiliates
         at the end of the Restricted Period, (ii) that the Participant will
         become vested in Restricted Shares according to a schedule determined
         by the Committee, or under other terms and conditions determined by the
         Committee, and (iii) how any Transferability Restrictions will be
         applied, modified or accelerated in the case of the Participant's death
         or Total and Permanent Disability.

                  (c) Manner of Holding and Delivering Restricted Shares. Each
         certificate issued for Restricted Shares shall be registered in the
         name of the Participant and deposited with the Corporation or its
         designee. These certificates shall remain in the possession of the
         Corporation or its designee until the end of the applicable Restricted
         Period or, if the Committee has provided for earlier termination of the
         Transferability Restrictions following a Participant's death, Total and
         Permanent Disability or earlier vesting of the shares of Common Stock,
         such earlier termination of the Transferability Restrictions. At
         whichever time is applicable, certificates representing the number of
         shares to which the Participant is then entitled shall be delivered to
         the Participant free and clear of the Transferability Restrictions;
         provided that in the case of a Participant who is not entitled to
         receive the full number of Shares evidenced by the certificates then
         being released from escrow because of the application of the
         Transferability Restrictions, those certificates shall be returned to
         the Corporation and canceled and a new certificate representing the
         shares of Common Stock, if any, to which the Participant is entitled
         pursuant to the Transferability Restrictions shall be issued and
         delivered to the Participant, free and clear of the Transferability
         Restrictions.

9.       RESTRICTED SHARE UNITS

         The Committee or its delegate shall from time to time designate those
Participants who shall receive Restricted Share Unit Awards. The Committee shall
advise such Participants of their Awards by a letter indicating the number of
Restricted Share Units awarded and the following terms and conditions of the
award.



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                  (a) Restricted Share Units may be granted to Participants as
         of the first day of a Restricted Period. The number of Restricted Share
         Units to be granted to each Participant and the Restricted Period shall
         be determined by the Committee in its sole discretion.

                  (b) Transferability Restrictions. During the Restricted
         Period, Restricted Share Units may not be sold, assigned, transferred
         or otherwise disposed of, or mortgaged, pledged or otherwise
         encumbered. Furthermore, a Participant's right, if any, to receive cash
         or Common Stock upon termination of the Restricted Period may not be
         assigned or transferred except by will or by the laws of descent and
         distribution. With respect to each grant of Restricted Share Units, the
         Committee shall determine the Transferability Restrictions which will
         apply to the Restricted Share Units for all or part of the Restricted
         Period. By way of illustration but not by way of limitation, the
         Committee may provide (i) that the Participant will forfeit any
         Restricted Share Units unless he or she is still employed by the
         Corporation or its Subsidiaries at the end of the Restricted Period,
         (ii) that the Participant will become vested in Restricted Share Units
         according to a schedule determined by the Committee, or under other
         terms and conditions determined by the Committee, and (iii) how any
         Transferability Restrictions will be applied, modified or accelerated
         in the case of the Participant's death or Total and Permanent
         Disability.

                  (c) During the Restricted Period, Participants will be
         credited with dividends, equivalent in value to those declared and paid
         on shares of Common Stock, on all Restricted Share Units granted to
         them. These dividends will be regarded as having been reinvested in
         Restricted Share Units on the date of the Common Stock dividend
         payments based on the then Fair Market Value of the Common Stock
         thereby increasing the number of Restricted Share Units held by a
         Participant. Holders of Restricted Share Units under this subsection
         9(c) shall have none of the rights of a shareholder with respect to
         such shares. Holders of Restricted Share Units are not entitled to
         receive dividends in cash or other property, nor other distribution of
         rights in respect of such shares, nor to vote such shares as the record
         owner thereof.

                  (d) Payment of Restricted Share Units. The payment of
         Restricted Share Units shall be made in cash or shares of Common Stock,
         or a combination of both, as determined by the Committee at the time of
         grant. The payment of Restricted Share Units shall be made within 90
         days following the end of the Restricted Period.

10.      GOVERNMENT SERVICE, LEAVES OF ABSENCE AND OTHER TERMINATIONS

                  (a) In the event the Participant's employment with the
         Corporation or an Affiliate is terminated by reason of a shutdown or
         divestiture of all or a portion of the Corporation's or its Affiliate's
         business, a proportion of the Restricted Shares or Restricted Share
         Unit Award shall be considered to vest as of the Participant's
         termination of employment. The number of shares that shall vest shall
         be prorated for the number of full years of employment during the
         Restricted Period prior to the Participant's termination of employment.

                  (b) In the event of a Qualified Termination of Employment of a
         Participant, all of the Options, Restricted Shares or Restricted Share
         Unit Awards shall be considered to vest immediately.

                  (c) An authorized leave of absence, or qualified military
         leave in accordance with section 414(u) of the Code, shall not be
         deemed to be a termination of employment for purposes of the Plan. A
         termination of employment with the Corporation or an Affiliate to
         accept immediate reemployment with the Corporation or an Affiliate
         likewise shall not be deemed to be a termination of employment for
         purposes of the Plan. A Participant who is



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         classified as an intermittent employee shall be deemed to have a
         termination of employment for purposes of the Plan.

11.      SHARES SUBJECT TO THE PLAN

         The number of shares of Common Stock available with respect to all
Awards granted under this Plan shall not exceed 30,000,000 in the aggregate, of
which not more than 30,000,000 shall be available for option and sale, and of
which not more than 3,000,000 shall be available for grant as Restricted Shares
and Restricted Share Units, subject to the adjustment provision set forth in
Section 13 hereof. The shares of Common Stock subject to the Plan may consist in
whole or in part of authorized but unissued shares or of treasury shares, as the
Board may from time to time determine. Shares subject to Options which become
ineligible for purchase, Restricted Share Units which are retired through
forfeiture or maturity, other than those Restricted Share Units which are
retired through the payment of Common Stock, and Restricted Shares which are
forfeited during the Restricted Period due to any applicable Transferability
Restrictions will be available for Awards under the Plan to the extent permitted
by section 16 of the Exchange Act (or the rules and regulations promulgated
thereunder) and to the extent determined to be appropriate by the Committee.

12.      INDIVIDUAL LIMITS

         The maximum number of shares of Common Stock covered by Awards which
may be granted to any Participant within any two consecutive calendar year
period shall not exceed 1,500,000 in the aggregate. If an Option which had been
granted to a Participant is canceled, the shares of Common Stock which had been
subject to such canceled Option shall continue to be counted against the maximum
number of shares for which Options may be granted to the Participant. In the
event that the number of Options which may be granted is adjusted as provided in
the Plan, the above limits shall automatically be adjusted in the same ratio
which reflects the adjustment to the number of Options available under the Plan.

13.      CHANGES IN CAPITALIZATION

         In the event there are any changes in the Common Stock or the
capitalization of the Corporation through a corporate transaction, such as any
merger, any acquisition through the issuance of capital stock of the
Corporation, any consolidation, any separation of the Corporation (including a
spin-off or other distribution of stock of the Corporation), any reorganization
of the Corporation (whether or not such reorganization comes within the
definition of such term in section 368 of the Code), or any partial or complete
liquidation by the Corporation, recapitalization, stock dividend, stock split or
other change in the corporate structure, appropriate adjustments and changes
shall be made by the Committee, to the extent necessary to preserve the benefit
to the Participant contemplated hereby, to reflect such changes in (a) the
aggregate number of shares subject to the Plan, (b) the maximum number of shares
subject to the Plan, (c) the maximum number of shares for which Awards may be
granted to any Participant, (d) the number of shares and the Option Price per
share of all shares of Common Stock subject to outstanding Options, (e) the
maximum number of shares of Common Stock covered by Awards which may be granted
by the Chief Executive Officer within any calendar year period, (f) the maximum
number of shares of Common Stock available for option and sale and available for
grant as Restricted Shares and Restricted Share Units, (g) the number of
Restricted Shares and Restricted Share Units awarded to Participants, and (h)
such other provisions of the Plan as may be necessary and equitable to carry out
the foregoing purposes, provided, however that no such adjustment or change may
be made to the extent that such adjustment or change will result in the
disallowance of a deduction to the Corporation under section 162(m) of the Code
or any successor section.




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<PAGE>   11

14.      EFFECT ON OTHER PLANS

         All payments and benefits under the Plan shall constitute special
compensation and shall not affect the level of benefits provided to or received
by any Participant (or the Participant's estate or beneficiaries) as part of any
employee benefit plan of the Corporation or an Affiliate. The Plan shall not be
construed to affect in any way a Participant's rights and obligations under any
other plan maintained by the Corporation or an Affiliate on behalf of employees.

15.      TERM OF THE PLAN

         The term of the Plan shall be ten years, beginning April 26, 2001, and
ending April 25, 2011, unless the Plan is terminated prior thereto by the
Committee. No Award may be granted or awarded after the termination date of the
Plan, but Awards theretofore granted or awarded shall continue in force beyond
that date pursuant to their terms.

16.      GENERAL PROVISIONS

                  (a) Designated Beneficiary. Each Participant who shall be
         granted Restricted Shares and/or Restricted Share Units under the Plan
         may designate a beneficiary or beneficiaries with the Committee;
         provided that no such designation shall be effective unless so filed
         prior to the death of such Participant.

                  (b) No Right of Continued Employment. Neither the
         establishment of the Plan nor the payment of any benefits hereunder nor
         any action of the Corporation, its Affiliates, the Board of Directors
         of the Corporation or its Affiliates, or the Committee shall be held or
         construed to confer upon any person any legal right to be continued in
         the employ of the Corporation or its Affiliates, and the Corporation
         and its Affiliates expressly reserve the right to discharge any
         Participant without liability to the Corporation, its Affiliates, the
         Board of Directors of the Corporation or its Affiliates or the
         Committee, except as to any rights which may be expressly conferred
         upon a Participant under the Plan.

                  (c) Binding Effect. Any decision made or action taken by the
         Corporation, the Board or by the Committee arising out of or in
         connection with the construction, administration, interpretation and
         effect of the Plan shall be conclusive and binding upon all persons.

                  (d) Modification of Awards. The Committee may in its sole and
         absolute discretion, by written notice to a Participant, (i) limit the
         period in which an Option may be exercised to a period ending at least
         three months following the date of such notice, (ii) limit or eliminate
         the number of shares subject to Option after a period ending at least
         three months following the date of such notice, and/or (iii) accelerate
         the Restricted Period with respect to the Restricted Share and
         Restricted Share Unit Awards granted under this Plan. Notwithstanding
         anything in this subsection 16(d) to the contrary, the Committee may
         not take any action to the extent that such action would result in the
         disallowance of a deduction to the Corporation under section 162(m) of
         the Code or any successor section.

                  (e) Nonresident Aliens. In the case of any Award granted to a
         Participant who is not a resident of the United States or who is
         employed by an Affiliate other than an Affiliate that is incorporated,
         or whose place of business is, in a State of the United States, the
         Committee may (i) waive or alter the terms and conditions of any Awards
         to the extent that such action is necessary to conform such Award to
         applicable foreign law, (ii) determine which Participants,




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         countries and Affiliates are eligible to participate in the Plan, (iii)
         modify the terms and conditions of any Awards granted to Participants
         who are employed outside the United States, (iv) establish subplans,
         each of which shall be attached as an appendix hereto, modify Option
         exercise procedures and other terms and procedures to the extent such
         actions may be necessary or advisable, and (v) take any action, either
         before or after the Award is made, which is deems advisable to obtain
         approval of such Award by an appropriate governmental entity; provided,
         however, that no action may be taken hereunder if such action would (i)
         materially increase any benefits accruing to any Participants under the
         Plan, (ii) increase the number of securities which may be issued under
         the Plan, (iii) modify the requirements for eligibility to participate
         in the Plan, (iv) result in a failure to comply with applicable
         provisions of the Securities Act of 1933, the Exchange Act or the Code
         or (v) result in the disallowance of a deduction to the Corporation
         under section 162(m) of the Code or any successor section.

                  (f) No Segregation of Cash or Stock. The Restricted Share Unit
         accounts established for Participants are merely a bookkeeping
         convenience and neither the Corporation nor its Affiliates shall be
         required to segregate any cash or stock which may at any time be
         represented by Awards. Nor shall anything provided herein be construed
         as providing for such segregation. Neither the Corporation, its
         Affiliates, the Board nor the Committee shall, by any provisions of the
         Plan, be deemed to be a trustee of any property, and the liability of
         the Corporation or its Affiliates to any Participant pursuant to the
         Plan shall be those of a debtor pursuant to such contract obligations
         as are created by the Plan, and no such obligation of the Corporation
         or its Affiliates shall be deemed to be secured by any pledge or other
         encumbrance on any property of the Corporation or its Affiliates.

                  (g) Inalienability of Benefits and Interest. Except as
         otherwise provided in this Plan, no benefit payable under or interest
         in the Plan shall be subject in any manner to anticipation, alienation,
         sale, transfer, assignment, pledge, encumbrance or charge, and any such
         attempted action shall be void and no such benefit or interest shall be
         in any manner liable for or subject to debts, contracts, liabilities,
         engagements, or torts of any Participant or beneficiary.

                  (h) Delaware Law to Govern. All questions pertaining to the
         construction, interpretation, regulation, validity and effect of the
         provisions of the Plan shall be determined in accordance with the laws
         of the State of Delaware.

                  (i) Purchase of Common Stock. The Corporation and its
         Affiliates may purchase from time to time shares of Common Stock in
         such amounts as they may determine for purposes of the Plan. The
         Corporation and its Affiliates shall have no obligation to retain, and
         shall have the unlimited right to sell or otherwise deal with for their
         own account, any shares of Common Stock purchased pursuant to this
         paragraph.

                  (j) Use of Proceeds. The proceeds received by the Corporation
         from the sale of Common Stock pursuant to the exercise of Options shall
         be used for general corporate purposes.

                  (k) Withholding. The Committee shall require the withholding
         of all taxes as required by law. In the case of payments of Awards in
         shares of Common Stock or other securities, withholding shall be as
         required by law and in the Committee Rules. A Participant may elect to
         have any portion of the federal, state or local income tax withholding
         required with respect to an exercise of a Nonqualified Stock Option
         satisfied by tendering to the Corporation shares of Common Stock,
         which, in the absence of such an election, would have been issued to



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<PAGE>   13

         such Participant in connection with such exercise. In the event that
         the value of the shares of Common Stock tendered to satisfy the
         withholding tax required with respect to an exercise exceeds the amount
         of such tax, the excess of such market value over the amount of such
         tax shall be returned to the Participant, to the extent possible, in
         whole shares of Common Stock, and the remainder in cash. The value of a
         share of Common Stock tendered pursuant to this subsection shall be the
         Fair Market Value of the Common Stock on the date on which such shares
         are tendered to the Corporation. An election pursuant to this
         subsection shall be made in writing and signed by the Participant. An
         election pursuant to this subsection is irrevocable. A Participant who
         exercises an Option may satisfy the income tax withholding due in
         respect of such exercise pursuant to this subsection only to meet
         required tax withholding and shares of Common Stock cannot be withheld
         in excess of the minimum number required for tax withholding.
         Notwithstanding any other provision of the Plan, the number of shares
         of Common Stock or the amount of cash to be delivered may, in the
         discretion of the Corporation, be net of the number of shares of Common
         Stock or the amount of cash required to be withheld to meet all
         applicable tax withholding requirements.

                  (l) Amendments. The Committee may at any time amend, suspend,
         or discontinue the Plan or alter or amend any or all Awards and Award
         Agreements under the Plan to the extent (1) permitted by law, (2)
         permitted by the rules of any stock exchange on which the Common Stock
         or any other security of the Corporation is listed, (3) permitted under
         applicable provisions of the Securities Act of 1933, as amended, the
         Exchange Act (including rule 16b-3 thereof) and (4) that such action
         would not result in the disallowance of a deduction to the Corporation
         under section 162(m) of the Code or any successor section (including
         the rules and regulations promulgated thereunder); provided, however,
         that if any of the foregoing requires the approval by stockholders of
         any such amendment, suspension or discontinuance, then the Committee
         may take such action subject to the approval of the stockholders.
         Except as provided in subsections 16(d) and 16(e) no such amendment,
         suspension, or termination of the Plan shall, without the consent of
         the Participant, adversely alter or change any of the rights or
         obligations under any Awards or other rights previously granted the
         Participant.






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