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                                                                    EXHIBIT 10.1

                    BLYTH, INC. 2003 LONG-TERM INCENTIVE PLAN

SECTION 1. PURPOSE. The purposes of the Blyth, Inc. 2003 Long-Term Incentive
Plan (the "Plan") are to encourage Directors and selected employees of Blyth,
Inc., a Delaware corporation (the "Company"), and its Affiliates to acquire a
proprietary and vested interest in the growth and performance of the Company, to
generate an increased incentive to contribute to the Company's future success
and prosperity, thus enhancing the value of the Company for the benefit of
stockholders, and to enhance the ability of the Company and its Affiliates to
attract and retain individuals of exceptional talent upon whom, in large
measure, the sustained progress, growth and profitability of the Company
depends.

SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall have the
meanings set forth below:

             (a) "Affiliate" shall mean (i) any Person that directly, or through
one or more intermediaries, controls, or is controlled by, or is under common
control with, the Company or (ii) any entity in which the Company has a
significant equity interest, as determined by the Committee.

             (b) "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock Award, Performance Share, Performance Unit, dividend
equivalent, Other Stock Unit Award or any other right, interest or option
relating to Shares or other property granted pursuant to the provisions of the
Plan.

             (c) "Award Agreement" shall mean any written agreement, contract or
other instrument or document evidencing any Award granted by the Committee
hereunder, which may, but need not, be executed or acknowledged by both the
Company and the Participant.

             (d)   "Board" shall mean the Board of Directors of the Company.

             (e) "Cause" shall mean, unless otherwise provided by the Committee,
(1) "Cause" as defined in any Individual Agreement to which the Participant is a
party, or (2) if there is no such Individual Agreement or, if it does not define
Cause, any of the following on the part of the Participant: an intentional
failure to perform assigned duties; willful misconduct in the course of the
Participant's employment; breach of a fiduciary duty involving personal profit;
or acts or omissions of personal dishonesty, any of which results in material
loss to the Company or any of its Subsidiaries or Affiliates. The Committee
shall, unless otherwise provided in an Individual Agreement with the
Participant, have the sole discretion to determine whether "Cause" exists, and
its determination shall be final.

             (f) "Change in Control" shall mean (i) in the case of an Employee,
(A) a reorganization, merger or consolidation (a "Corporate Transaction") in
which the Company is not the surviving corporation; (B) a sale, lease, exchange
or other transfer (in one transaction or in a series of related transactions) of
all or substantially all of the assets of the Company to another person or
entity (an "Asset Sale"); or (C) approval by the stockholders of the Company of
a complete liquidation or dissolution of the Company, or (ii) in the case of a
Director, (A) any


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Corporate Transaction in which the Company is not the continuing or surviving
corporation or pursuant to which Shares are converted into cash, securities or
other property, other than a merger of the Company in which the holders of the
Shares immediately prior to the merger have the same proportionate ownership of
common stock of the surviving corporation immediately after the merger, (B) any
Asset Sale; (C) approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company, (D) any person (as such term is used
in Sections 13(d) and 14(d)(2) of the Exchange Act, but excluding Robert B.
Goergen and/or any person controlled by Robert B Goergen and/or his affiliates,
heirs, estate, legal representative and/or beneficiaries), shall become the
beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of
30% or more of the outstanding Shares; or (E) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the entire Board shall cease for any reason to constitute a majority thereof
unless the election, or the nomination for election by the Company's
stockholders, of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of the
period; provided, however, that in the case of any Director, a Change in Control
shall not be deemed to have occurred unless, within one year after the
occurrence of an event described in Section 2(f)(ii), such Director shall have
ceased for any reason to be a member of the Board.

             (g) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, and any successor thereto.

             (h) "Committee" shall mean the Compensation Committee of the Board,
or any successor to such committee, composed of no fewer than two directors,
each of whom is a Non-Employee Director and an "outside director" within the
meaning of Section 162(m) of the Code, or any successor provision thereto.

             (i)   "Company" shall mean Blyth, Inc., a Delaware corporation.

             (j)   "Corporate Transaction" shall have the meaning ascribed
thereto in Section 2(f)(i)(A).

             (k)   "Covered Employee" shall mean a "covered employee" within
the meaning of Section 162(m)(3) of the Code, or any successor provision
thereto.

             (l) "Director" shall mean a director of the Company who has not
been, during the immediately preceding 12-month period, an officer or employee
of the Company or any Subsidiary.

             (m) "Employee" shall mean any employee of the Company or any
Affiliate. Unless otherwise determined by the Committee in its sole discretion,
for purposes of the Plan, (1) an Employee shall be considered to have terminated
employment or services and to have ceased to be an Employee if his or her
employer ceases to be an Affiliate, even if he or she continues to be employed
by such employer and (2) temporary absences from employment because of illness,
vacation or an approved leaves of absence and transfers among the Company and
its Subsidiaries and Affiliates shall not be considered terminations of
employment or services.

             (n)   "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.


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             (o) "Fair Market Value" shall mean, with respect to any property,
the market value of such property determined by such methods or procedures as
shall be established from time to time by the Committee. Unless otherwise
determined by the Committee, the Fair Market Value of Shares as of any date
shall be the average of the high and low trading prices for the Shares as
reported on the New York Stock Exchange (or on any national securities exchange
on the Shares are then listed) for that date or, if no such prices are reported
for that date, the average of the high and low trading prices on the next
preceding date for which such prices were reported.

             (p) "Family Member" shall mean any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or
sister-in-law, including adoptive relationships, any person sharing the
Participant's household (other than a tenant or employee), a trust in which
these persons have more than fifty percent of the beneficial interest, a
foundation in which these persons (or the Participant) control the management of
assets, and any other entity in which these persons (or the Participant) own
more than fifty percent of the voting interests.

             (q) "Incentive Stock Option" shall mean an Option granted under
Section 6 that is intended to meet the requirements of Section 422 of the Code
or any successor provision thereto.

             (r) "Individual Agreement" shall mean a written employment or
consulting agreement between the Participant and the Company or an Affiliate.

             (s) "Non-Employee Director" shall have the meaning set forth in
Rule 16b-3(b)(3) promulgated under the Exchange Act, or any successor definition
adopted by the Securities and Exchange Commission.

             (t) "Nonstatutory Stock Option" shall mean an Option granted
under Section 6 that is not intended to be an Incentive Stock Option.

             (u) "Option" shall mean any right granted to a Participant under
the Plan allowing such Participant to purchase Shares at such price or prices
and during such period or periods as the Committee shall determine.

             (v) "Other Stock Unit Award" shall mean any right granted to a
Participant by the Committee pursuant to Section 10.

             (w) "Participant" shall mean a Director or an Employee who is
selected by the Committee to receive an Award under the Plan.

             (x) "Performance Award" shall mean any Award of Performance Shares
or Performance Units pursuant to Section 9.

             (y) "Performance Period" shall mean that period established by the
Committee at the time any Performance Award is granted or at any time thereafter
during which any performance goals specified by the Committee with respect to
such Award are to be measured.

             (z) "Performance Share" shall mean any grant pursuant to Section 9
of a unit valued by reference to a designated number of Shares, which value may
be paid to the Participant by


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delivery of such property as the Committee shall determine, including, without
limitation, cash, Shares, other property, or any combination thereof, upon
achievement of such performance goals during the Performance Period as the
Committee shall establish at the time of such grant or thereafter.

             (aa) "Performance Unit" shall mean any grant pursuant to Section 9
of a unit valued by reference to a designated amount of property other than
Shares, which value may be paid to the Participant by delivery of such property
as the Committee shall determine, including, without limitation, cash, Shares,
other property, or any combination thereof, upon achievement of such performance
goals during the Performance Period as the Committee shall establish at the time
of such grant or thereafter.

             (bb) "Person" shall mean any individual, corporation, partnership,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government or political subdivision thereof.

             (cc) "Qualified Performance-Based Award" shall have the meaning
set forth in Section 13.

             (dd) "Restricted Stock" shall mean any Share issued with the
restriction that the holder may not sell, transfer, pledge or assign such Share
and with such other restrictions as the Committee, in its sole discretion, may
impose (including, without limitation, any restriction on the right to vote such
Share, and the right to receive any cash dividends), which restrictions may
lapse separately or in combination at such time or times, in installments or
otherwise, as the Committee may deem appropriate.

             (ee)   "Restricted Stock Award" shall mean an award of Restricted
Stock under Section 8.

             (ff) "Section 162(m) Exemption" shall have the meaning set forth in
Section 13.

             (gg) "Shares" shall mean the shares of common stock of the
Company, par value $0.02 per share.

             (hh) "Stock Appreciation Right" shall mean any right granted to a
Participant pursuant to Section 7 to receive, upon exercise by the Participant,
the excess of (i) the Fair Market Value of one Share on the date of exercise or,
if the Committee shall so determine in the case of any such right other than one
related to any Incentive Stock Option, at any time during a specified period
before the date of exercise over (ii) the grant price of the right on the date
of grant, or if granted in connection with an outstanding Option on the date of
grant of the related Option, as specified by the Committee in its sole
discretion, which, except in the case of Substitute Awards or in connection with
an adjustment provided in Section 4(c), shall not be less than the Fair Market
Value of one Share on such date of grant of the right or the related Option, as
the case may be. Any payment by the Company in respect of such right may be made
in cash, Shares, other property, or any combination thereof, as the Committee,
in its sole discretion, shall determine.

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             (ii) "Subsidiary" shall mean any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if, at
the time of the granting of the Award, each of the corporations other than the
last corporation in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in the chain.

             (jj) "Substitute Awards" shall mean Awards granted or Shares issued
by the Company in assumption of, or in substitution or exchange for, awards
previously granted, or the right or obligation to make future awards, by a
company acquired by the Company or with which the Company combines.

SECTION 3.    ADMINISTRATION.

             (a) The Plan shall be administered by the Committee. The Committee
shall have full power and authority, subject to such orders or resolutions not
inconsistent with the provisions of the Plan as may from time to time be adopted
by the Board, to:

                     (1)  select  the  Employees  of the  Company  and its
           Affiliates of the Company to whom Awards may from time to time be
           granted hereunder;

                     (2)  determine the type or types of Award to be
           granted to each Employee hereunder;

                     (3)  determine the number of Shares to be covered by
           each Award granted to an Employee hereunder;

                     (4)  determine the terms and conditions of any Award
           granted to an Employee hereunder (including, but not limited to,
           the option price, any vesting condition, restriction or limitation
           (which may be related to the performance of the Participant, the
           Company or any Subsidiary or Affiliate) and any vesting acceleration
           or forfeiture waiver regarding any Award and the Shares relating
           thereto, based on such factors as the Committee shall determine;

                     (5)  determine  whether,  to what extent and under
           what  circumstances  Awards may be settled in cash,  Shares or other
           property or canceled or suspended;

                     (6)  to modify,  amend or adjust the terms and conditions
           of any Award, at any time or from time to time,  including but not
           limited to performance goals;

                     (7) determine whether, to what extent, and under what
           circumstances cash, Shares, other property and other amounts payable
           with respect to an Award made under the Plan shall be deferred either
           automatically or at the election of the Participant;

                     (8)  interpret and administer the Plan and any instrument
            or agreement entered into under the Plan;

                     (9)  establish such rules and regulations  and appoint
            such agents as it shall deem  appropriate  for the proper
            administration  of the Plan; and


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                     (10) make any other determination  and take any other
            action that the Committee deems necessary or desirable for
            administration of the Plan.

             (b) Decisions of the Committee shall be final, conclusive and
binding on all Persons, including the Company, any Participant, any stockholder
and any Employee of the Company or any Affiliate. A majority of the members of
the Committee may determine its actions and fix the time and place of its
meetings.

             (c) Any authority granted to the Committee may also be exercised by
the full Board, except to the extent that the grant or exercise of such
authority would cause any Award or transaction to become subject to (or lose an
exemption under) Section 16(b) of the Exchange Act or cause an Award designated
as a Qualified Performance-Based Award to not qualify for, or cease to qualify
for, the Section 162(m) Exemption. To the extent that any permitted action taken
by the Board conflicts with any action taken by the Committee, the Board action
shall control.

             (d) The Committee may delegate to a committee of one or more
directors of the Company or, to the extent permitted by Delaware law, to one or
more officers or a committee of officers the right to grant Awards to Employees
who are not officers or directors of the Company.

             (e)  Notwithstanding  the  foregoing or anything else to the
contrary in the Plan, any action or determination by the Committee specifically
affecting or relating to an Award to a Director shall be approved and ratified
by the full Board.

SECTION 4.    SHARES SUBJECT TO THE PLAN.

             (a) Subject to adjustment as provided in Section 4(d), a total of
3,373,526 Shares shall be authorized for issuance under the Plan; provided that
if any Shares subject to an Award or to an award under the Company's Amended and
Restated 1994 Employee Stock Option Plan or the Amended and Restated 1994 Stock
Option Plan for Non-Employee Directors (the "Prior Plan") are forfeited or if
any Award or award under the Prior Plan based on Shares is settled for cash, or
expires or otherwise is terminated without issuance of such Shares, the Shares
subject to such Award shall, to the extent of such cash settlement, forfeiture
or termination, again be available for Awards under the Plan. In the event that
any Option or other Award granted hereunder is exercised through the tendering
of Shares (either actually or by attestation) or in the event that withholding
tax liabilities arising from such Option or other Award are satisfied by the
tendering of Shares or by the withholding of Shares by the Company, only the
number of Shares issued net of the Shares tendered or withheld shall be counted
for purposes of determining the maximum number of Shares available for issuance
under the Plan. In the event that any option or award granted under the Prior
Plan is exercised through the tendering of Shares or in the event that
withholding tax liabilities arising from such options or awards are satisfied by
the tendering of Shares or the withholding of Shares by the Company, the Shares
so tendered or withheld shall again be available for Awards under the Plan.
Shares reacquired by the Company on the open market using the cash proceeds
received by the Company from the exercise of Options granted under the Plan or
options granted under the Prior Plan that are exercised after the effective date
of the Plan shall be available for Awards under the Plan. In addition,
Substitute Awards shall not

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reduce the Shares authorized for issuance under the Plan or authorized for grant
to a Participant in any calendar year.

             (b) Any Shares issued hereunder may consist, in whole or in part,
of authorized and unissued Shares, treasury Shares or Shares purchased in the
open market or otherwise.

             (c) Subject to adjustment as provided in Section 4(d), (1) the
number of Shares that may be issued pursuant to Options intended to qualify as
Incentive Stock Options shall be 3,373,526 and (2) the maximum number of Shares
that may be issued under the Plan pursuant to Awards other than Options and
Stock Appreciation Rights shall be 575,000.

             (d) In the event of any change in corporate capitalization, such as
a stock dividend, stock split or reverse stock split, or an extraordinary
corporate transaction, such as any merger, reorganization, consolidation,
recapitalization, spin-off, separation or other distribution of stock or
property of the Company, any reorganization (whether or not such reorganization
comes within the definition of such term in Section 368 of the Code), or any
partial or complete liquidation of the Company, the Committee may make
substitutions or adjustments to reflect such change or transaction in (i) the
aggregate number and kind of shares reserved for issuance of Awards under the
Plan (including specific limits applicable to Incentive Stock Options,
Restricted Stock Awards, Performance Awards, Other Stock Unit Awards and other
types of Awards), (ii) the limitation upon Options, Stock Appreciation Rights,
Restricted Stock Awards, Performance Awards and Performance Units to be granted
to any Participant in any specific period, to the extent such adjustment does
not cause any Qualified Performance-Based Award to fail to qualify for the
Section 162(m) Exemption, (iii) the number, kind and grant price of shares
subject to outstanding Options and Stock Appreciation Rights, (iv) the number
and kind of shares subject to other outstanding Awards granted under the Plan
and/or (v) such other equitable substitutions or adjustments, in each case, as
it may determine to be appropriate in its sole discretion; PROVIDED, HOWEVER,
that the number of Shares subject to any Award shall always be a whole number.

SECTION 5. ELIGIBILITY. Any Employee or Director shall be eligible to be
selected as a Participant; PROVIDED, HOWEVER, that pursuant to Section 422 of
the Code, Incentive Stock Options shall only be awarded to employees of the
Company and its Subsidiaries or "parent corporation" (within the meaning of
Section 424(f) of the Code).

SECTION 6. STOCK OPTIONS. Options may be granted hereunder to Participants
either alone or in addition to other Awards granted under the Plan. Any Option
granted under the Plan shall be evidenced by an Award Agreement in such form as
the Committee may from time to time approve. Any such Option shall be subject to
the following terms and conditions and to such additional terms and conditions,
not inconsistent with the provisions of the Plan, as the Committee shall deem
desirable:

             (a)   OPTION PRICE.

                     (1) The purchase price per Share purchasable under an
           Option shall be determined by the Committee in its sole discretion on
           or before the date of grant; PROVIDED, HOWEVER, that except in the
           case of Substitute Awards or in connection with an


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           adjustment provided for in Section 4(d), such purchase price of an
           Option shall not be less than the Fair Market Value of a Share on
           the date of grant.

                     (2) Except for adjustments pursuant to Section 4(d)
           (relating to the adjustment of Shares), the purchase price for any
           outstanding Option granted under the Plan may not be decreased after
           the date of grant nor may an outstanding Option granted under the
           Plan be surrendered to the Company as consideration for the grant of
           a new Option with a lower price.

             (b) OPTION PERIOD. The term of each Option shall be fixed by the
Committee in its sole discretion and set forth in the Award Agreement; PROVIDED
that no Option shall be exercisable after the expiration of ten years from the
date the Option is granted.

             (c) EXERCISABILITY. Options shall be exercisable at such time or
times as determined by the Committee at the time of grant (except as otherwise
permitted under Section 3(a)) or as set forth in Section 12.

             (d) METHOD OF EXERCISE. Subject to the other provisions of the
Plan, any vested and exercisable Option may be exercised by the Participant in
whole or in part, at any time during the Option term, by giving written notice
of exercise to the Company specifying the number of Shares subject to the Option
to be purchased. Such notice shall be accompanied by payment in full of the
purchase price by certified to bank check or such other instrument as the
Company may accept.

                     (1) If approved by the Committee, payment, in full or in
           part, may be made in the form of unrestricted Shares (by delivery of
           such Shares or by attestation) already owned by the Participant of
           the same class as the Shares subject to the Option based on the Fair
           Market Value of the Shares on the date the Option is exercised;
           PROVIDED, HOWEVER, that in the case of an Incentive Stock Option, the
           right to make a payment in the form of already owned Shares of the
           same class as the Shares subject to the Option may be authorized only
           at the time the Option is granted; and provided, further, that such
           already owned Shares have been held by the Participant unencumbered
           for at least six months (or any shorter period sufficient to avoid a
           charge to the Company's earnings for financial reporting purposes).

                     (2) Payment in full or in part may also be made by
           delivering a properly executed exercise notice to the Company,
           together with a copy of irrevocable instructions to a broker to
           deliver promptly to the Company the amount of sale proceeds necessary
           to pay the purchase price and, if requested, reduced by the amount of
           any federal, state, local or foreign withholding and employment
           taxes, unless otherwise determined by the Committee. To facilitate
           the foregoing, the Company may enter into agreements for coordinated
           procedures with one or more brokerage firms.

                     (3) In addition, if approved by the Committee, payment in
           full or in part may also be made by instructing the Committee to
           withhold a number of such Shares having a Fair Market Value on the
           date of exercise equal to the aggregate exercise price of such Option
           (or applicable portion thereof).


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                     (4) No Shares shall be issued until full payment therefor
           has been made. Except as otherwise provided in Sections 3(a)(7),
           15(g) and 15(i), an optionee shall have all of the rights of a
           shareholder of the Company holding the Shares subject to such Option
           (including, if applicable, the right to vote the Shares and the right
           to receive dividends), when the optionee has given written notice of
           exercise, has paid in full for such Shares and, if requested by the
           Company, has given the representation described in Section 14(i).

             (e) FORM OF SETTLEMENT. In its sole discretion, the Committee may
provide, at the time of grant, that the Shares to be issued upon an Option's
exercise shall be in the form of Restricted Stock or other similar securities,
or may reserve the right so to provide after the time of grant.

SECTION 7. STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may be granted
hereunder to Participants either alone or in addition to other Awards granted
under the Plan and may, but need not, relate to a specific Option granted under
Section 6. The provisions of Stock Appreciation Rights need not be the same with
respect to each recipient. Any Stock Appreciation Right related to a
Nonstatutory Stock Option may be granted at the same time such Option is granted
or at any time thereafter before exercise or expiration of such Option. Any
Stock Appreciation Right related to an Incentive Stock Option must be granted at
the same time such Option is granted. In the case of any Stock Appreciation
Right related to any Option, the Stock Appreciation Right or applicable portion
thereof shall terminate and no longer be exercisable upon the termination or
exercise of the related Option, except that a Stock Appreciation Right granted
with respect to less than the full number of Shares covered by a related Option
shall not be reduced until the exercise or termination of the related Option
exceeds the number of Shares not covered by the Stock Appreciation Right. Any
Option related to any Stock Appreciation Right shall no longer be exercisable to
the extent the related Stock Appreciation Right has been exercised. The
Committee may impose such conditions or restrictions on the exercise of any
Stock Appreciation Right as it shall deem appropriate; provided that a Stock
Appreciation Right shall not have a term of greater than ten years.

SECTION 8.    RESTRICTED STOCK.

             (a) ISSUANCE. A Restricted Stock Award shall be subject to
restrictions imposed by the Committee during a period of time specified by the
Committee (the "Restriction Period"). Restricted Stock Awards may be issued
hereunder to Participants, for no cash consideration or for such minimum
consideration as may be required by applicable law, either alone or in addition
to other Awards granted under the Plan. The provisions of Restricted Stock
Awards need not be the same with respect to each recipient. Except with respect
to Restricted Stock awarded in lieu of bonuses or other similar awards,
Restricted Stock Awards shall vest over a minimum period of three years from the
date of grant.

             (b) REGISTRATION. Any Restricted Stock issued hereunder may be
evidenced in such manner, as the Committee, in its sole discretion, shall deem
appropriate, including, without limitation, book entry registration or issuance
of a stock certificate or certificates. In the event any stock certificates are
issued in respect of shares of Restricted Stock awarded under the Plan, such
certificates shall be registered in the name of the Participant and shall bear
an appropriate

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legend referring to the terms, conditions and restrictions applicable to such
Award. The Committee may require that the certificates evidencing such Shares be
held in custody by the Company until the restrictions thereon shall have lapsed
and that, as a condition of any Award of Restricted Stock, the Participant shall
have delivered a stock power, endorsed in blank, relating to the Shares covered
by the Award.

             (c) FORFEITURE. Except as otherwise determined by the Committee at
the time of grant or thereafter, upon termination of employment or services for
any reason during the Restriction Period, all Shares of Restricted Stock still
subject to restriction shall be forfeited by the Participant and reacquired by
the Company. Unrestricted Shares, evidenced in such manner as the Committee
shall deem appropriate, shall be issued to the grantee promptly after expiration
of the period of forfeiture, as determined or modified by the Committee.

SECTION 9. PERFORMANCE AWARDS. Performance Awards may be issued hereunder to
Participants, for no cash consideration or for such minimum consideration as may
be required by applicable law, either alone or in addition to other Awards
granted under the Plan. The performance criteria to be achieved during any
Performance Period and the length of the Performance Period shall be determined
by the Committee upon the grant of each Performance Award. Except as provided in
Section 12, Performance Awards will be distributed only after the end of the
relevant Performance Period. Performance Awards may be paid in cash, Shares,
other property, or any combination thereof, in the sole discretion of the
Committee at the time of payment. The performance levels to be achieved for each
Performance Period and the amount of the Award to be distributed shall be
conclusively determined by the Committee. Performance Awards may be paid in a
lump sum or in installments following the close of the Performance Period or, in
accordance with procedures established by the Committee, on a deferred basis.

SECTION 10.    OTHER STOCK UNIT AWARDS.

             (a) STOCK AND ADMINISTRATION. Other Awards of Shares and other
Awards that are valued in whole or in part by reference to, or are otherwise
based on, Shares or other property ("Other Stock Unit Awards") may be granted
hereunder to Participants, either alone or in addition to other Awards granted
under the Plan, and such other Stock Unit Awards shall also be available as a
form of payment in the settlement of other Awards granted under the Plan. Other
Stock Unit Awards may be paid in Shares, cash or any other form of property, as
the Committee shall determine. Subject to the provisions of the Plan, the
Committee shall have sole and complete authority to determine the Employees of
the Company and its Affiliates to whom and the time or times at which such
Awards shall be made, the number of Shares to be granted pursuant to such
Awards, and all other conditions of the Awards. The provisions of Other Stock
Unit Awards need not be the same with respect to each recipient.

             (b) TERMS AND CONDITIONS. Shares (including securities convertible
into Shares) subject to Awards granted under this Section 10 may be issued for
no cash consideration or for such minimum consideration as may be required by
applicable law. Shares (including securities convertible into Shares) purchased
pursuant to a purchase right awarded under this Section 10 shall be purchased
for such consideration as the Committee shall determine in its sole discretion,
which, except in the case of Substitute Awards, shall not be less than the Fair
Market Value of such Shares or other securities as of the date such purchase
right is awarded.

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SECTION 11.    DIRECTOR AWARDS

             (a) ELIGIBILITY; GRANTS. Each Director who is elected to office for
the first time after March 1, 1994 shall automatically be a Participant. Options
will be granted in the following manner: (1) each Director who is elected to
office for the first time after January 31, 2002 shall automatically be granted
an Option to acquire 10,000 Shares under the Plan, effective as of the date of
such election; and (2) commencing with the annual meeting of the Company's
stockholders to be held in June, 2003, each Director shall, on the date of each
such annual meeting, automatically be granted an Option to acquire 5,000 Shares
under the Plan provided that such Director (a) has been in office for at least
six months at the time of such annual meeting and (b) will remain in office
following such annual meeting.

             (b) OPTION AGREEMENT. Each Option granted under the Plan shall be
evidenced by an Award Agreement, which Award Agreements may but need not be
identical and which shall (1) comply with and be subject to the terms and
conditions of the Plan and (2) provide that the Director agrees to continue to
serve as a director of the Company during the term for which he or she was
elected. Any Agreement may contain such other terms, provisions and conditions
not inconsistent with the Plan as may be determined by the Board.

             (c) OPTION EXERCISE PRICE. The purchase price per Share for an
Option granted under the Plan shall be the Fair Market Value (as hereinafter
defined) of a Share on the date on which such Option is granted or, if such date
is not a business day on which the Shares are traded, the next immediately
preceding trading day (the "Pricing Date").

             (d)   TIME AND MANNER OF EXERCISE OF OPTION

                     (1) Each Option granted under Section 11(a)(1) shall become
           exercisable as follows: 50% of such Option shall become exercisable
           on the first anniversary of the date of grant and 50% of such Option
           shall become exercisable on the second anniversary of the date of
           grant.

                     (2) Each Option granted under Sections 11(a)(2) shall
           become exercisable in full on the earlier of the first anniversary of
           the date of grant or the date of the next annual meeting of the
           Company to occur after the date of grant.

                     (3) Options granted to Directors may be exercised pursuant
           to the procedures set forth in Section 6(d).

                     (4) Upon exercise of the Option, delivery of a certificate
           for fully paid and non-assessable Shares shall be made at the
           principal office of the Company to the person or persons exercising
           the Option as soon as practicable (but in no event more than 30 days)
           after the date of receipt of the notice of exercise by the Company,
           or at such time, place and manner as may be agreed upon by the
           Company and the person or persons exercising the Option.

             (e)   TERM OF OPTIONS.  Each Option shall expire 10 years from
           the date of grant, but shall be subject to earlier termination
           as follows:

                                      -11-

<Page>


                     (1) In the event of the death of a Director, any Option
           granted to such Director may be exercised, to the extent exercisable
           on the date of death pursuant to Section 11(a), by the estate of such
           Director, or by any person or persons who acquired the right to
           exercise such Option by will or by the laws of descent and
           distribution. Such Option may be exercised at any time within 12
           months after the date of death of such Director or prior to the date
           on which the Option expires by its terms, whichever is earlier.

                     (2) In the event that a Director ceases to be a director of
           the Company, other than by reason of his or her death, the Option
           granted to such Director may be exercised, to the extent exercisable
           on the date the Director ceases to be a director, for a period of 365
           days after such date, or prior to the date on which the Option
           expires by its terms, whichever is earlier.

SECTION 12. CHANGE IN CONTROL PROVISIONS. Subject to Section 12(f) and
notwithstanding any other provision of the Plan to the contrary, unless the
Committee shall determine otherwise at the time of grant with respect to a
particular Award, in the event of a Change in Control:

             (a) any Options and Stock Appreciation Rights outstanding as of the
date such Change in Control is determined to have occurred, and which are not
then exercisable and vested, shall become fully exercisable and vested to the
full extent of the original grant;

             (b) the restrictions and deferral limitations applicable to any
Restricted Stock shall lapse, and such Restricted Stock shall become free of all
restrictions and limitations and become fully vested and transferable to the
full extent of the original grant;

             (c) all Performance Awards shall be considered to be earned and
payable in full, and any deferral or other restriction shall lapse and such
Performance Awards shall be immediately settled or distributed; and

             (d) the restrictions and deferral limitations and other conditions
applicable to any Other Stock Unit Awards or any other Awards shall lapse, and
such Other Stock Unit Awards or such other Awards shall become free of all
restrictions, limitations or conditions and become fully vested and transferable
to the full extent of the original grant.

             (e) The Committee may also make additional adjustments and/or
settlements of outstanding Awards as it deems appropriate and consistent with
the Plan's purposes, including, without limitation, terminating fully-vested
Options and Stock Appreciation Rights immediately following a Change in Control
(after providing an opportunity for Participants to exercise such Awards) and/or
canceling an Option or Stock Appreciation Right if the price paid in connection
with such Change in Control is less than the grant price of such Award.

             (f) Notwithstanding the foregoing, if in the event of a Corporate
Transaction or an Asset Sale (in each case, that constitutes a Change in
Control) in which the successor company assumes or replaces an Option, Stock
Appreciation Right, Restricted Stock Award, Performance Award, or Other Stock
Unit Award that is held by an Employee, then each outstanding Option, Stock
Appreciation Right, Restricted Stock Award, Performance Award, or Other Stock
Unit Award so assumed or replaced shall not be accelerated as described above
(unless otherwise

                                      -12-

<Page>

provided in the underlying Award Agreement). For the purposes of this Section
12(f), an Award shall be considered assumed or replaced if following such Change
in Control the award confers the right to purchase or receive, for each Share
subject to the Award immediately prior to such Change in Control, the
consideration (whether stock, cash or other securities or property) received in
such Change in Control by holders of Shares for each Share held on the effective
date of the transaction (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding
Shares); PROVIDED, HOWEVER, that if such consideration received in such Change
in Control is not solely common stock of the successor company, the Committee
may, with the consent of the successor company, provide that the consideration
to be received with respect to the Award, for each Share subject thereto, will
be solely common stock of the successor company substantially equal in fair
market value to the per share consideration received by holders of Shares in
such Change in Control. The determination of such substantial equality of value
of consideration shall be made by the Committee in its sole discretion and its
determination shall be conclusive and binding.

SECTION 13.    CODE SECTION 162(M) PROVISIONS.

             (a) Notwithstanding any other provision of the Plan, if the
Committee determines at the time Restricted Stock, a Performance Award or an
Other Stock Unit Award is granted to a Participant who is then an officer that
such Participant is, or is likely to be as of the end of the tax year in which
the Company would claim a tax deduction in connection with such Award, a Covered
Employee, then the Committee may provide that this Section 13 is applicable to
such Award.

             (b) If Restricted Stock, a Performance Award or an Other Stock Unit
Award is subject to this Section 13, then the lapsing of restrictions thereon
and the distribution of cash, Shares or other property pursuant thereto, as
applicable, shall be subject to the achievement of one or more objective
performance goals established by the Committee, which shall be based on the
attainment of specified levels of one or any combination of the following:
revenue, profit or cash generation targets on an absolute and per share basis
(including, but not limited to, (1) earnings before interest and taxes, (2)
earnings before interest, taxes depreciation and amortization, (3) operating
income, (4) earnings per share, (5) cash flow, (6) gross margin percent and (7)
operating income as a percent of sales), market share targets, profitability
targets as measured through return ratios, such as return on average equity,
return on net assets employed, return on capital employed and total shareholder
returns. Such performance goals also may be based on the achievement of
specified levels of Company performance (or performance of an applicable
Affiliate or division of the Company) under one or more of the measures
described above relative to the performance of other corporations or an index
covering multiple companies. The measurement of performance goals may exclude
impact of charges for restructurings, discontinued operations, extraordinary
items and other unusual or non-recurring items, and the cumulative effects of
accounting changes, each as defined by generally accepted accounting principles.
Such performance goals shall be set by the Committee within the time period
prescribed by, and shall otherwise comply with the requirements of, Section
162(m) of the Code, or any successor provision thereto, and the regulations
thereunder.

             (c) Notwithstanding any provision of the Plan other than Section
12, with respect to any Restricted Stock, Performance Award or Other Stock Unit
Award that is subject to this


                                      -13-

<Page>


Section 13, the Committee may adjust downwards, but not upwards, the amount
payable pursuant to such Award, and the Committee may not waive the achievement
of the applicable performance goals except in the case of the death or
disability of the Participant.

             (d) The Committee shall have the power to impose such other
restrictions on Awards subject to this Section 13 ("Qualified Performance-Based
Awards") as it may deem necessary or appropriate to ensure that such Awards
satisfy all requirements for "performance-based compensation" within the meaning
of Section 162(m)(4)(C) of the Code, or any successor provision thereto (the
"Section 162(m) Exemption").

             (e) Notwithstanding any provision of the Plan other than Section
4(c), no Participant may be granted Options or Stock Appreciation Rights during
any three-year period with respect to more than 500,000 Shares, or Restricted
Stock or Performance Awards subject to this Section 13 that are denominated in
Shares, in any three-year period with respect to more than 250,000 Shares, and
the maximum dollar value payable with respect to Performance Units and/or Other
Stock Unit Awards that are valued with reference to property other than Shares
and granted to any Participant in any performance period is $1,000,000 times the
number of years in such performance period.

             (f) Except as provided in Section 13, the Committee shall be
authorized to make adjustments in performance award criteria or in the terms and
conditions of other Awards in recognition of changes in applicable laws,
regulations or accounting principles. The Committee may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or any Award in
the manner and to the extent it shall deem desirable to carry it into effect. In
the event that the Company shall assume outstanding employee benefit awards or
the right or obligation to make future such awards in connection with the
acquisition of or combination with another corporation or business entity, the
Committee may, in its discretion, make such adjustments in the terms of Awards
under the Plan as it shall deem appropriate.

SECTION 14.    AMENDMENTS AND TERMINATION.

           The Board may amend, alter, or discontinue the Plan, but no amendment
alteration or discontinuation shall be made which would impair the rights of an
optionee under a Stock Option or a recipient of a Stock Appreciation Right,
Restricted Stock Award, Performance Unit Award or other stock-based Award
theretofore granted without the optionee's or recipient's consent, except such
an amendment made to comply with applicable law, stock exchange rules or
accounting rules. In addition, no such amendment shall be made without the
approval of the Company's stockholders to the extent such approval is required
by applicable law or stock exchange rules; PROVIDED, HOWEVER, that stockholder
approval shall be required for any amendment (i) which increases the maximum
number of Shares for which Awards may be granted under the Plan (subject,
however, to the provisions of Section 4(d) hereof), (ii) amends the provisions
of Section 6(a)(2) (relating to Option repricing), (iii) extends the period
during which Stock Options may be granted beyond the times originally
prescribed, (iv) changes the persons eligible to participate in the Plan, or (v)
materially increases the benefits accruing to Participants under the Plan.

                                      -14-

<Page>


SECTION 15.    GENERAL PROVISIONS.

             (a) No Award, and no Shares subject to Awards that have not been
issued or as to which any applicable restriction, performance or deferral period
has not lapsed, may be sold, assigned, transferred, pledged or otherwise
encumbered, except by will or by the laws of descent and distribution; PROVIDED,
HOWEVER, that, if so determined by the Committee, a Participant may, in the
manner established by the Committee, designate a beneficiary to exercise the
rights of the Participant with respect to any Award upon the death of the
Participant. Each Award shall be exercisable, during the Participant's lifetime,
only by the Participant or, if permissible under applicable law, by the
Participant's guardian or legal representative. Notwithstanding the foregoing,
and subject to Section 422 of the Code, the Committee, in its sole discretion,
may permit a Participant to assign or transfer an Award to a Family Member;
PROVIDED, HOWEVER, that an Award so assigned or transferred shall be subject to
all the terms and conditions of the Plan and the instrument evidencing the
Award.

             (b) No Employee or Participant shall have any claim to be granted
any Award under the Plan, and there is no obligation for uniformity of treatment
of Employees or Participants under the Plan.

             (c) The prospective recipient of any Award under the Plan shall
not, with respect to such Award, be deemed to have become a Participant, or to
have any rights with respect to such Award, until and unless such recipient
shall have executed an agreement or other instrument evidencing the Award and
delivered a copy thereof to the Company, and otherwise complied with the then
applicable terms and conditions.

             (d) Nothing in the Plan or any Award granted under the Plan shall
be deemed to constitute an employment or service contract or confer or be deemed
to confer on any Participant any right to continue in the employ or service of,
or to continue any other relationship with, the Company or any Affiliate or
limit in any way the right of the Company or any Affiliate to terminate a
Participant's employment or service or other relationship at any time, with or
without cause. For purposes of clarification, Awards granted under the Plan
shall not guarantee employment or service for the length of any portion of the
vesting schedule of any Award.

             (e) The Committee shall have full power and authority to determine
whether an outstanding Awards to any Participant shall be canceled if the
Participant, without the consent of the Company, while employed by the Company
or after termination of such employment or service, establishes a relationship
with a competitor of the Company or engages in activity that is materially in
conflict with or adverse to the interest of the Company, as determined by the
Company.

             (f) The Company shall be authorized to withhold from any Award
granted or payment due under the Plan the amount of withholding taxes due in
respect of an Award or payment hereunder and to take such other action as may be
necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes. The Committee shall be authorized to establish procedures
for election by Participants to satisfy such obligation for the payment of such
taxes by delivery of or transfer of Shares to the Company (up to the employer's
minimum required tax withholding rate to the extent the Participant has owned
the surrendered Shares for

                                      -15-

<Page>


less than six months if such a limitation is necessary to avoid a charge to the
Company for financial reporting purposes), or by directing the Company to retain
Shares (up to the employer's minimum required tax withholding rate) otherwise
deliverable in connection with the Award.

             (g) The Committee shall be authorized to establish procedures
pursuant to which the payment of any Award may be deferred. Subject to the
provisions of the Plan and any Award Agreement, the recipient of an Award
(including, without limitation, any deferred Award) may, if so determined by the
Committee, be entitled to receive, currently or on a deferred basis, cash
dividends, or cash payments in amounts equivalent to cash dividends on Shares
("dividend equivalents") with respect to the number of Shares covered by the
Award, as determined by the Committee, in its sole discretion, and the Committee
may provide that such amounts (if any) shall be deemed to have been reinvested
in additional Shares or otherwise reinvested.

             (h) Except as otherwise required in any applicable Award Agreement
or by the terms of the Plan, recipients of Awards under the Plan shall not be
required to make any payment or provide consideration other than the rendering
of services.

             (i) The Committee may require each person purchasing or receiving
Shares pursuant to an Award to represent to and agree with the Company in
writing that such person is acquiring the Shares without a view to the
distribution thereof. The certificates for such Shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer.
Notwithstanding any other provision of the Plan or agreements made pursuant
thereto, the Company shall not be required to issue or deliver any certificate
or certificates for Shares under the Plan prior to fulfillment of all of the
following conditions:

                     (1) listing or approval for listing upon notice of issuance
           of such Shares on the New York Stock Exchange, or such other
           securities exchange as may at the time be the principal market for
           the Shares;

                     (2) any registration or other qualification of such Shares
           under any state of federal law or regulation, or the maintaining in
           effect of any such registration or other qualification which the
           Committee shall, in its absolute discretion upon the advice of
           counsel, deem necessary or advisable;

                     (3) obtaining any other consent, approval, or permit from
           any state or federal governmental agency which the Committee shall,
           in its absolute discretion after receiving the advice of counsel,
           determine to be necessary or advisable.

             (j) Nothing contained in the Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.

             (k) The validity, construction and effect of the Plan and any rules
and regulations relating to the Plan shall be determined in accordance with the
laws of the State of Delaware and applicable federal law.

                                      -16-

<Page>

             (l) If any provision of the Plan is or becomes or is deemed
invalid, illegal or unenforceable in any jurisdiction, or would disqualify the
Plan or any Award under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to applicable laws or
if it cannot be construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan, it shall be stricken and
the remainder of the Plan shall remain in full force and effect.

             (m) Awards may be granted to Participants who are foreign nationals
or employed outside the United States, or both, on such terms and conditions
different from those applicable to Awards to Employees employed in the United
States as may, in the judgment of the Committee, be necessary or desirable in
order to recognize differences in local law or tax policy. The Committee also
may impose conditions on the exercise or vesting of Awards in order to minimize
the Company's obligation with respect to tax equalization for Employees on
assignments outside their home country.

             (n) It is presently intended that the Plan constitute an "unfunded"
plan for incentive and deferred compensation. The Committee may authorize the
creation or trusts or other arrangements to meet the obligations created under
the Plan to deliver Shares or make payments; PROVIDED, HOWEVER, that unless the
Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the "unfounded" status of the Plan.

             (o) In the case of a grant of an Award to any Employee of a
Subsidiary of the Company, the Company may, if the Committee so directs, issue
or transfer the Shares, if any, covered by the Award to the Subsidiary, for such
lawful consideration as the Committee may specify, upon the condition or
understanding the Subsidiary will transfer the Shares to the employee in
accordance with the terms of the Award specified by the Committee pursuant to
the provisions of the Plan. All Shares underlying Awards that are forfeited or
canceled should revert to the Company.

SECTION 16. EFFECTIVE DATE OF PLAN. The Plan shall be effective as of June 4,
2003, subject to the approval of at least a majority of the outstanding Shares.


SECTION 17. TERM OF PLAN. The Plan will terminate on the tenth anniversary of
the effective date of the Plan. Awards outstanding under the Plan as of such
date shall not be affected or impaired by the termination of the Plan.


                                      -17-