Exhibit 10.5

                           SECOND AMENDED AND RESTATED
                        1997 EQUITY PLAN FOR NON-EMPLOYEE
                     DIRECTORS OF PLAYBOY ENTERPRISES, INC.

               As Amended and Restated as of September 17, 2008

      1.    Purpose. The purposes of the Plan are:

            (a)   to  promote  the  growth  and  long-term  success  of  Playboy
      Enterprises,  Inc., a Delaware  corporation (the  "Company"),  by offering
      Non-Employee Directors the ability to acquire Common Stock of the Company;

            (b)   to enable the Company to attract and retain qualified  persons
      to  serve  as  Non-Employee  Directors,   which  services  are  considered
      essential to the  long-term  success of the Company,  by offering  them an
      opportunity to own Common Stock of the Company; and

            (c)   to more closely align the interests of Non-Employee  Directors
      with the interests of the Company's stockholders by paying certain amounts
      of compensation for services as a Director in the form of shares of Common
      Stock.

Notwithstanding anything to the contrary,  Awards, Mandatory Meeting Fee Shares,
Mandatory  Committee Fee Shares,  Mandatory Retainer Shares and Voluntary Shares
issued or granted under this Plan shall be issued only to a Participant.

      2.    Definitions.  In  addition  to the  other  terms  defined  elsewhere
herein,  wherever the following terms are used in this Plan with initial capital
letters,  they have the meanings  specified  below,  unless the context  clearly
indicates otherwise.

            (a)   "Accounting   Period"  means  each  calendar  quarter  of  the
      Company, such quarters beginning on January 1, April 1, July 1 and October
      1 of each year.

            (b)   "Award" means an award of an Option Right, Restricted Stock or
      Common Stock Grant under this Plan.

            (c)   "Award Agreement" means either:

                  (i)   a written  agreement  entered  into by the Company and a
            Participant setting forth the terms and provisions  applicable to an
            Award granted under this Plan: or

                  (ii)  a written or electronic  statement issued by the Company
            to a Participant  describing the terms and provisions of such Award,
            including in each case any amendment or modification thereof.

      The  Company may provide  for the use of  electronic,  Internet,  or other
      non-paper Award Agreements, and the use of electronic,  Internet, or other
      non-paper  means for the  acceptance  thereof and actions  thereunder by a
      Participant.

            (d)   "Board" means the Board of Directors of the Company.

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            (e)   "Calendar  Year"  means the period  beginning  on January 1 of
      each year and ending on December 31 of each year.

            (f)   "Code"  means the Internal  Revenue  Code of 1986,  as amended
      from time to time.

            (g)   "Committee   Fees"  means  the  portion  of  the  Non-Employee
      Director's  annual  compensation  that  is  payable  based  on  his or her
      assignment  to, and service on, one or more  committees  of the Board,  as
      determined by the Board from time to time,  but, for purposes of Section 7
      of this  Plan,  shall  not  include  any  such  compensation  issued  to a
      Non-Employee  Director  as  Mandatory  Committee  Fee Shares  pursuant  to
      Section 6(b) hereof.

            (h)   "Common Stock" means the Class B Common Stock, par value $0.01
      per share,  of the Company,  and any security into which such Common Stock
      may be converted or for which such Common Stock may be exchanged by reason
      of any  transaction  or event of the type  described  in Section 9 of this
      Plan.

            (i)   "Common Stock Grant" means Common Stock, other than Restricted
      Stock, awarded pursuant to Section 5 of this Plan.

            (j)   "Company" has the meaning set forth in Section 1, and includes
     its successors.

            (k)   "Date of Award" means the date specified by the Board on which
      an Award  becomes  effective,  which shall not be earlier than the date on
      which the Board takes action with respect thereto.

            (l)   "Deferred  Compensation  Plan" means the Playboy  Enterprises,
      Inc. Board of Directors' Deferred  Compensation Plan, Amended and Restated
      as of January 1, 2005, as it may be further amended from time to time.

            (m)   "Employee"  means any officer or other employee of the Company
      or of any corporation which is then a Subsidiary.

            (n)   "Issuance Date" has the meaning set forth in Section 6.

            (o)   "Mandatory  Committee  Fee Shares"  means Common Stock awarded
      pursuant  to  Section  6(b)  with an  aggregate  Market  Value  per  Share
      generally  equal to fifty  percent  (50%) of the  Non-Employee  Director's
      total Committee Fees for the given year.

            (p)   "Mandatory  Meeting Fee Shares"  means  Common  Stock  awarded
      pursuant  to  Section  6(a)  with an  aggregate  Market  Value  per  Share
      generally  equal to a Non-Employee  Director's  Meeting Fees for the given
      year.

            (q)   "Mandatory   Retainer   Shares"  means  Common  Stock  awarded
      pursuant  to  Section  6(c)  with an  aggregate  Market  Value  per  Share
      generally  equal to fifty  percent  (50%) of the  Non-Employee  Director's
      total Retainer for the given year.

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            (r)   "Meeting   Fees"   means  the   compensation   payable   to  a
      Non-Employee Director with regard to meetings of the Board, convening as a
      whole,  that he or she attends  during a Plan Year,  as  determined by the
      Board from time to time.

            (s)   "Market Value per Share" means either

                  (i)   the closing price of a share of Common Stock as reported
            on the New York Stock  Exchange (the "NYSE") on the date as of which
            such  value is  being  determined,  or,  if  there  are no  reported
            transactions  for such date,  on the next  preceding  date for which
            transactions  were reported,  as published in the Midwest Edition of
            The Wall Street Journal, or

                  (ii)  if there is no  reporting of  transactions  on the NYSE,
            the fair market  value of a share of Common Stock as  determined  by
            the  Board  from  time to time  acting  in good  faith  and,  in all
            instances,    established    pursuant   to    Treasury    Regulation
            Section 1.409A-1(b)(5)(iv)(B).

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

            (u)   "Optionee"  means a  Non-Employee  Director  to whom an Option
      Right is awarded under this Plan.

            (v)   "Option  Price"  means the  purchase  price  payable  upon the
      exercise of an Option Right.

            (w)   "Option  Right"  means the right to purchase  shares of Common
      Stock from the Company upon the exercise of an option awarded hereunder.

            (x)   "Participant"  means a Non-Employee  Director (or a person who
      has agreed to commence serving in such capacity) who:

                  (i)   is  selected by the Board to receive  Awards  under this
                        Plan;

                  (ii)  is  entitled  to receive  Mandatory  Meeting Fee Shares,
                        Mandatory Committee Fee Shares and/or Mandatory Retainer
                        Shares; or

                  (iii) has elected to receive Voluntary Shares.

            (y)   "Participation  Agreement" means the agreement  submitted by a
      Non-Employee  Director to the Secretary of the Company pursuant to which a
      Non-Employee  Director  may elect to receive  all or any portion of his or
      her Committee Fees and/or  Retainer in the form of Voluntary  Shares for a
      specified period in the future.

            (z)   "Performance Objectives" means the performance objectives that
      may be established by the Board pursuant to this Plan for Participants who
      have received Awards.

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            (aa)  "Plan" means this Second Amended and Restated 1997 Equity Plan
      for  Non-Employee  Directors  of Playboy  Enterprises,  Inc.  as set forth
      herein, as the same may be amended or restated from time to time.

            (bb)  "Restricted  Stock"  means Common  Stock  awarded  pursuant to
      Section  5 of this  Plan  as to  which  neither  the  substantial  risk of
      forfeiture  nor the  restrictions  on  transfer  referred  to in Section 5
      hereof have expired.

            (cc)  "Restricted Stockholder" means a Non-Employee Director to whom
      Restricted Stock has been awarded under this Plan.

            (dd)  "Retainer"  means the  portion  of a  Non-Employee  Director's
      annual  compensation that is payable without regard to the number of board
      or committee meetings attended or committee  positions held, as determined
      by the Board from time to time,  but,  for  purposes  of Section 7 of this
      Plan,  shall not include any such  compensation  issued to a  Non-Employee
      Directors as Mandatory Retainer Shares pursuant to Section 6(c) hereof.

            (ee)  "Rule  16b-3" means Rule 16b-3 under the  Securities  Exchange
      Act of 1934, as amended or any successor rule.

            (ff)  "Subsidiary"   means  any  corporation,   partnership,   joint
      venture,  limited liability company,  unincorporated  association or other
      entity (each, an "Entity") in an unbroken chain of Entities beginning with
      the  Company if each of the  Entities  other  than the last  Entity in the
      unbroken chain then owns stock or other interests possessing 50 percent or
      more of the total  combined  voting power of all classes of stock or other
      interests in one of the other Entities in such chain.

            (gg)  "Termination   of   Directorship"   means   the  time  when  a
      Participant  ceases to be a Director  for any reason,  including,  without
      limitation,  a termination by resignation,  removal, failure to be elected
      or reelected, death or retirement.

            (hh)  "Valuation Date" has the meaning set forth in Section 6.

            (ii)  "Voluntary Shares" has the meaning set forth in Section 7(a).

      3.    Shares  Available under the Plan.  Subject to adjustment as provided
in  Section 9 of this  Plan,  the  number of  shares of Common  Stock  issued or
transferred,  plus the number of shares of Common Stock  covered by  outstanding
Awards and not  forfeited  under this Plan,  shall not in the  aggregate  exceed
600,000  shares,  which may be shares of  original  issuance  or shares  held in
treasury or a  combination  thereof.  If an Option  Right  lapses or  terminates
before such Option Right is exercised  or shares of  Restricted  Stock or Common
Stock Grants are forfeited, for any reason, the shares covered thereby may again
be made subject to Awards or issued as Mandatory Committee Fee Shares, Mandatory
Meeting Fee Shares,  Mandatory  Retainer Shares,  or Voluntary Shares under this
Plan.

      4.    Option Rights.  The Board may from time to time authorize  Awards to
Participants  of options to purchase  shares of Common Stock upon such terms and
conditions  as  the  Board  may  determine  in  accordance  with  the  following
provisions:

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            (a)   Each Award shall  specify the number of shares of Common Stock
      to which the Option Rights pertain.

            (b)   Each Award of Option  Rights shall specify an Option Price per
      share of Common Stock,  which shall be equal to or greater than the Market
      Value per Share on the Date of Award.

            (c)   Each  Award  of  Option  Rights  shall  specify  the  form  of
      consideration  to be paid in  satisfaction  of the  Option  Price  and the
      manner of payment of such consideration, which may include:

                  (i)   cash in the form of  currency  or  check  or other  cash
            equivalent acceptable to the Company;

                  (ii)  nonforfeitable,  nonrestricted  shares of Common  Stock,
            which are already owned by the Optionee and have a value at the time
            of exercise that is equal to the Option Price;

                  (iii) any other  legal  consideration  that the Board may deem
            appropriate,    including,   without   limitation,   any   form   of
            consideration  authorized under Section 4(d) below, on such basis as
            the Board may determine in accordance with this Plan; and

                  (iv)  any combination of the foregoing.

      In addition, the Board may, in its discretion and whether or not specified
      in an Award of Option Rights, permit payment of the Option Price by a "net
      exercise"  via the  forfeiture  to the  Company of a portion of the Option
      Rights  pertaining  to shares of Common  Stock with a value  (based on the
      Market  Value  per  Share  on the  date of such  forfeiture)  equal to the
      exercise  price of the portion of the Option Rights being  exercised  plus
      the applicable tax withholding amount.

            (d)   On or after the Date of Award of any Option  Right,  the Board
      may  determine  that payment of the Option Price may also be made in whole
      or in part in the form of shares of  Restricted  Stock or other  shares of
      Common Stock that are subject to risk of  forfeiture  or  restrictions  on
      transfer. Unless otherwise determined by the Board on or after the Date of
      Award,  whenever  any Option Price is paid in whole or in part by means of
      any of the forms of  consideration  specified  in this Section  4(d),  the
      shares of Common Stock  received by the Optionee  upon the exercise of the
      Option  Right  shall  be  subject  to the  same  risks  of  forfeiture  or
      restrictions  on  transfer  as those  that  applied  to the  consideration
      surrendered  by the  Optionee;  provided,  however,  that  such  risks  of
      forfeiture  and  restrictions  on  transfer  shall  apply only to the same
      number of shares of Common  Stock  received by the  Optionee as applied to
      the  forfeitable or restricted  shares of Common Stock  surrendered by the
      Optionee.

            (e)   Any  Award of  Option  Rights  may  provide  for the  deferred
      payment of the Option  Price from the proceeds of sale through a broker of
      some or all of the shares of Common Stock to which the exercise relates.

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            (f)   Successive   Awards  may  be  made  to  the  same  Participant
      regardless  of  whether  any  Option  Rights  previously  awarded  to  the
      Participant remain unexercised.

            (g)   Each Award shall  specify the period or periods of  continuous
      service as a  Non-Employee  Director by the Optionee that are necessary or
      Performance  Objectives  that must be achieved before the Option Rights or
      installments  thereof shall become exercisable,  and any Award may provide
      for the earlier  exercise of the Option Rights in the event of a change in
      control of the Company or other transaction or event.

            (h)   The  term  of an  Option  Right  shall  be set  by the  Board;
      provided, however, that no Option Right awarded pursuant to this Section 4
      may have a term of more than 10 years from the Date of Award.

            (i)   Each Award of an Option  Right shall be evidenced by a written
      Award  Agreement,  which shall be executed on behalf of the Company by any
      officer  thereof and  delivered  to and accepted by the Optionee and shall
      contain such terms and  provisions as the Board may  determine  consistent
      with this Plan.

      5.    Common  Stock  Grants  and  Restricted  Stock.  The  Board  may also
authorize  Awards to  Participants  of Common Stock Grants and Restricted  Stock
upon such terms and conditions as the Board may determine in accordance with the
following provisions:

            (a)   A Common  Stock Grant  consists of the transfer by the Company
      to a  Participant  of  shares  of  Common  Stock in  consideration  and as
      additional compensation for services performed for the Company. Each Award
      of Common Stock Grants and Restricted  Stock shall constitute an immediate
      transfer of the ownership of shares of Common Stock to the  Participant in
      consideration  of the performance of services,  entitling such Participant
      to dividend, voting and other ownership rights, subject to, in the case of
      Awards  of  Restricted  Stock,  the  substantial  risk of  forfeiture  and
      restrictions on transfer hereinafter referred to.

            (b)   Each Award of  Restricted  Stock shall provide that the shares
      of  Restricted  Stock covered  thereby shall be subject to a  "substantial
      risk of  forfeiture"  within  the  meaning of Section 83 of the Code for a
      period to be determined by the Board on the Date of Award, and may provide
      for the  termination  of such risk of forfeiture  upon the  achievement of
      certain Performance Objectives, in the event of a change in control of the
      Company, or upon any other transaction or event.

            (c)   Each Award of Restricted Stock shall provide during the period
      for which such  substantial  risk of  forfeiture  is to continue,  and any
      Award of Common Stock Grants may provide,  that the transferability of the
      shares of Common  Stock  subject to such  Awards  shall be  prohibited  or
      restricted in the manner and to the extent  prescribed by the Board on the
      Date of Award. Such restrictions may include,  without limitation,  rights
      of repurchase or first refusal in the Company or provisions subjecting the
      shares of Restricted Stock to a continuing  substantial risk of forfeiture
      in the hands of any transferee.

            (d)   In all instances,  all shares of Common Stock  attributable to
      any such Award of a Common Stock Grant or  Restricted  Stock shall be paid
      to a Participant  in a lump sum (whether in cash or Common Stock) no later
      than March 15 of the calendar  year  following  the calendar year in which
      such Award vests.

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            (e)   Any  Award of  Restricted  Stock may  require  that any or all
      dividends or other  distributions  paid on the shares of Restricted  Stock
      during the period of such  restrictions be  automatically  sequestered and
      reinvested  on an  immediate  or deferred  basis in  additional  shares of
      Common  Stock,  which  may be  subject  to the  same  restrictions  as the
      underlying award or such other restrictions as the Board may determine.

            (f)   Each Award of a Common Stock Grant and Restricted  Stock shall
      be evidenced by an Award  Agreement,  which shall be executed on behalf of
      the Company by any officer  thereof and  delivered  to and accepted by the
      Participant  and shall contain such terms and  provisions as the Board may
      determine  consistent  with this Plan.  Unless  otherwise  directed by the
      Board,  Restricted Stock will be held in book-entry form by the Company as
      custodian for the  Participant.  Any certificates  representing  shares of
      Restricted  Stock,  together  with a stock power  endorsed in blank by the
      Participant with respect to the shares of Restricted Stock,  shall be held
      in custody by the Company until all restrictions thereon lapse.

            (g)   The  Board may  provide,  at or after the Date of Award of any
      Common Stock Grant or  Restricted  Stock,  for the payment of a cash award
      intended  to offset  the amount of tax that the  Participant  may incur in
      connection  with such Common Stock Grant or Restricted  Stock,  including,
      without limitation, tax on the receipt of such cash award.

            (h)   The Board may provide in any individual  Award  Agreement that
      the Company shall have the right to repurchase the  Restricted  Stock then
      subject to  restrictions  under the Award  Agreement,  or the Common Stock
      subject to the Common  Stock  Grant,  immediately  upon a  Termination  of
      Directorship  for any reason at a cash  price per share  equal to the cash
      price paid by the  Participants for such Restricted Stock or Common Stock.
      In the  discretion of the Board,  provision may be made that no such right
      of repurchase  shall exist in the event of a Termination  of  Directorship
      without  cause  or  because  of the  Participant's  retirement,  death  or
      permanent and total disability.

      6.    Mandatory Meeting Fee, Committee Fee and Retainer Shares.

            (a)   Mandatory  Meeting  Fee  Shares.  All  Meeting  Fees  shall be
      payable in the form of  Mandatory  Meeting Fee  Shares.  No later than ten
      (10) days following the end of an Accounting Period (the "Issuance Date"),
      the  Company  shall  issue  to each  Non-Employee  Director  a  number  of
      Mandatory Meeting Fee Shares equal to:

                  (i)   the  amount  of such  Director's  Meeting  Fees for such
            Accounting Period, divided by

                  (ii)  the  Market  Value  per  Share  on the  last day of each
            Accounting  Period (the "Valuation Date") with respect to which such
            Meeting Fees are payable.

      To the extent that the  application of the foregoing  formula would result
      in the issuance of fractional  shares of Common Stock, any such fractional
      shares  shall be  disregarded,  and the  remaining  amount of Meeting Fees
      shall  be paid in  cash.  The  Company  shall  pay  any and all  fees  and
      commissions  incurred in connection with the payment of Mandatory  Meeting
      Fee  Shares to a  Director.  Anything  in this  Section 6 to the  contrary
      notwithstanding,  any Mandatory  Meeting Fee Shares that become subject to
      deferral under the Deferred

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      Compensation  Plan  shall be  issued in such  form  (including  book-entry
      form),  at such times and with such  rights and  restrictions  as shall be
      specified in the Deferred Compensation Plan.

            (b)   Mandatory  Committee Fee Shares.  Notwithstanding  anything to
      the  contrary,   fifty  percent  (50%)  of  each  Non-Employee  Director's
      Committee  Fees shall be payable in the form of  Mandatory  Committee  Fee
      Shares.   Upon  the  Issuance  Date,  the  Company  shall  issue  to  each
      Non-Employee Director a number of Mandatory Committee Fee Shares equal to:

                  (i)   50% of the amount of such Director's  Committee Fees for
            such accounting period, divided by

                  (ii)  the Market Value per Share on the  applicable  Valuation
            Date.

      To the extent that the  application of the foregoing  formula would result
      in the issuance of fractional  shares of Common Stock, any such fractional
      shares shall be  disregarded,  and the remaining  amount of Committee Fees
      shall  be paid in  cash.  The  Company  shall  pay  any and all  fees  and
      commissions incurred in connection with the payment of Mandatory Committee
      Fee  Shares to a  Director.  Anything  in this  Section 6 to the  contrary
      notwithstanding, any Mandatory Committee Fee Shares that become subject to
      deferral under the Deferred Compensation Plan shall be issued in such form
      (including  book-entry  form),  at such  times  and with such  rights  and
      restrictions as shall be specified in the Deferred Compensation Plan.

            (c)   Mandatory  Retainer  Shares. Notwithstanding  anything  to the
      contrary,  fifty percent (50%) of each  Non-Employee  Director's  Retainer
      shall  be  payable  in the form of  Mandatory  Retainer  Shares.  Upon the
      Issuance  Date,  the Company shall issue to each  Non-Employee  Director a
      number of Mandatory Retainer Shares equal to:

                  (i)   50% of the amount of such  Director's  Retainer for such
            accounting period, divided by

                  (ii)  the Market Value per Share on the  applicable  Valuation
            Date.

      To the extent that the  application of the foregoing  formula would result
      in the issuance of fractional  shares of Common Stock,  any such fractions
      shares shall be disregarded,  and the remaining  amount of such portion of
      the  Non-Employee  Director's  Retainer shall be paid in cash. The Company
      shall pay any and all fees and commissions incurred in connection with the
      payment of  Mandatory  Retainer  Shares to a  Director.  Anything  in this
      Section 6 to the contrary  notwithstanding,  any Mandatory Retainer Shares
      that become subject to deferral under the Deferred Compensation Plan shall
      be issued in such form (including book-entry form), at such times and with
      such  rights  and  restrictions  as shall  be  specified  in the  Deferred
      Compensation Plan.

      7.    Voluntary Shares.  Each  Non-Employee  Director shall be eligible to
elect to  receive  shares  of  Common  Stock in  accordance  with the  following
provisions:

            (a)   Prior to the  commencement of the Company's  Calendar Year (or
      by such other date as may be specified by the Board),  a  Participant  may
      elect, by the filing of a Participation  Agreement,  to receive payment of
      the remaining fifty percent (50%) of his or

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      her Committee  Fees and/or  Retainer not payable  pursuant to Section 6 in
      the  form of  shares  of  Common  Stock  in lieu  of a cash  payment  (the
      "Voluntary  Shares").  Such  Participation  Agreement must,  except as the
      Board may  otherwise  provide,  be filed as a  one-time  election  for the
      applicable  Calendar Year.  Unless the  Non-Employee  Director  revokes or
      changes such election by filing a new  Participation  Agreement by the due
      date therefor specified in this Section 7(a), such election shall apply to
      a Participant's  Committee Fees and Retainer for each subsequent  Calendar
      Year. Once an election has been  terminated,  another  election may not be
      made effective until the commencement of the next subsequent full Calendar
      Year.

            (b)   No later than the Issuance  Date,  the Company  shall issue to
      each  Participant who has made an election under Section 7(a), a number of
      Voluntary Shares for the prior Accounting Period equal to:

                  (i)   the  amount of such  Non-Employee  Director's  Committee
            Fees and Retainer for such Accounting  Period that such Non-Employee
            Director has elected to receive as Voluntary Shares, divided by

                  (ii)  the Market Value per Share on the Valuation Date.

      To the extent that the  application of the foregoing  formula would result
      in the issuance of fractional  shares of Common Stock, any such fractional
      shares shall be  disregarded,  and the  remaining  amount of the Committee
      Fees and/or  Retainer shall be paid in cash. The Company shall pay any and
      all fees and  commissions  incurred in connection  with the payment of the
      Voluntary Shares to a Non-Employee Director. Anything in this Section 7 to
      the contrary notwithstanding,  any Voluntary Shares that become subject to
      deferral under the Deferred Compensation Plan shall be issued in such form
      (including  book-entry  form),  at such  times  and with such  rights  and
      restrictions as shall be specified in the Deferred Compensation Plan.

      8. Transferability.

            (a)   Except as may be otherwise determined by the Board:

                  (i)   Option Rights and Restricted Stock may be transferred by
            a Participant only by will or the laws of descent and  distribution;
            and

                  (ii)  Option   Rights   may   not  be   exercised   during   a
            Participant's lifetime except by the Participant or, in the event of
            the  Participant's  legal  incapacity,  by  his  guardian  or  legal
            representative  acting  in a  fiduciary  capacity  on  behalf of the
            Participant under state law and court supervision.

            (b)   Any Award  made under  this Plan may  provide  that all or any
      part of the shares of Common Stock that are to be issued or transferred by
      the Company upon the exercise of Option  Rights,  or are no longer subject
      to the  substantial  risk  of  forfeiture  and  restrictions  on  transfer
      referred  to in  Section  5 of this  Plan,  shall be  subject  to  further
      restrictions upon transfer.

            (c)   To the extent  required to satisfy any  condition to exemption
      available pursuant to Rule 16b-3, Mandatory Meeting Fee Shares,  Mandatory
      Committee Fee Shares,

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      Mandatory  Retainer Shares and Voluntary  Shares acquired by a Participant
      shall be held by the  Participant  for a period  of at  least  six  months
      following the date of such acquisition.

      9.    Adjustments. The Board shall make or provide for such adjustments in
            the:

            (a)   number of shares of Common Stock covered by outstanding Awards
      payable as Mandatory Meeting Fee Shares, Mandatory Committee Fee Shares or
      Mandatory  Retainer  Shares or subject to elections  to receive  Voluntary
      Shares;

            (b)   prices per share applicable to Option Rights; and

            (c)   kind of  shares  (including,  without  limitation,  shares  of
      another issuer) covered  thereby,  as the Board in its sole discretion may
      in good  faith  determine  to be  equitably  required  in order to prevent
      dilution or enlargement of the rights of Participants that otherwise would
      result from:

                  (i)   any stock dividend,  stock split, combination of shares,
            recapitalization  or other  change in the capital  structure  of the
            Company;

                  (ii)  any   merger,   consolidation,    spin-off,   split-off,
            split-up,  reorganization,  partial or complete liquidation or other
            distribution  of  assets,  or  issuance  of  rights or  warrants  to
            purchase securities; or

                  (iii) any  other  corporate  transaction  or event  having  an
            effect similar to any of the foregoing.

      In the event of any such  transaction  or event,  the Board may provide in
      substitution  for any or all  outstanding  Awards,  Mandatory  Meeting Fee
      Shares,  Mandatory  Committee  Fee Shares,  Mandatory  Retainer  Shares or
      Voluntary   Shares  to  be  issued   under  this  Plan  such   alternative
      consideration  as it may in good faith determine to be equitable under the
      circumstances and may require in connection therewith the surrender of all
      Awards,  Mandatory  Meeting Fee Shares,  Mandatory  Committee  Fee Shares,
      Mandatory Retainer Shares or Voluntary Shares so replaced. The Board shall
      also make or  provide  for such  adjustments  in the  numbers  and kind of
      shares  specified in Section 3 of this Plan as the Board may in good faith
      determine to be appropriate  in order to reflect any  transaction or event
      described in this Section 9.

      10.   Fractional  Shares.  The Company  shall not be required to issue any
fractional  shares of Common Stock  pursuant to this Plan. The Board may provide
for the elimination of fractions, for the settlement thereof in cash or for such
other adjustments as the Board may deem appropriate under this Plan.

      11.   Withholding  Taxes.  To the  extent,  if any,  that the  Company  is
required to withhold federal,  state,  local or foreign taxes in connection with
any payment made or benefit realized by a Participant or other person under this
Plan,  and  the  amounts  available  to the  Company  for  the  withholding  are
insufficient,  it shall be a condition to the receipt of any such payment or the
realization  of any such benefit that the  Participant or such other person make
arrangements satisfactory to the Company for payment of the balance of any taxes
required to be withheld.  At the discretion of the Board, any such  arrangements
may include  relinquishment  of a portion of any such  payment or  benefit.  The
Company  and  any  Participant  or such  other  person  may  also  make  similar

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arrangements  with  respect to the  payment  of any taxes with  respect to which
withholding is not required.

      12.   Certain Terminations of Directorships.

            (a)   Notwithstanding  any  other  provision  of  this  Plan  to the
      contrary, in the event of a Termination of Directorship by reason of death
      or disability, or in the event of hardship or other special circumstances,
      of a  Participant  who holds an Option Right that is not  immediately  and
      fully  exercisable  or any  Award  as to  which  the  substantial  risk of
      forfeiture or the  prohibition  or restriction on transfer has not lapsed,
      the Board may in its sole  discretion  take any action that it deems to be
      equitable under the circumstances or in the best interests of the Company,
      including,  without  limitation,  waiving or modifying  any  limitation or
      requirement  with respect to any Award under this Plan. In all  instances,
      an  Award  as to  which  the  Board  has  either  immediately  lapsed  the
      substantial  risk of forfeiture or immediately  lapsed the  prohibition on
      restriction  on transfer  shall be paid to the  Participant  in a lump sum
      (whether in cash or Common  Stock) no later than March 15 of the  calendar
      year following the calendar year in which such Award vests.

            (b)   If  a   Non-Employee   Director   becomes  an  Employee  while
      continuing  to serve as a Director,  that fact alone shall not result in a
      Termination of Directorship  or otherwise  impair the rights such Director
      may have under this Plan, including,  without limitation,  the rights such
      Director may have under any Award  outstanding  under this Plan,  but such
      Director  shall no longer be  eligible  to  receive  any  further  Awards,
      Mandatory Meeting Fee Shares,  Mandatory  Committee Fee Shares,  Mandatory
      Retainer Shares or Voluntary Shares under this Plan.

      13.   Administration.

            (a)   Administration  by the Board;  Delegation.  This Plan shall be
      administered by the Board, which may from time to time delegate all or any
      part of its authority  under this Plan to a committee or  subcommittee  of
      not less than two Directors  appointed by the Board who are  "non-employee
      directors"  within the meaning of that term as defined in Rule  16b-3.  To
      the extent of any  delegation by the Board under this Plan,  references in
      this Plan to the Board  shall also refer to the  applicable  committee  or
      subcommittee.  The majority of any such  committee or  subcommittee  shall
      constitute a quorum,  and the action of a majority of its members  present
      at any meeting at which a quorum is present, or acts unanimously  approved
      in writing, shall be the acts of such committee or subcommittee.

            (b)   Administrative  Powers.  The  Board  shall  have the  power to
      interpret  this Plan,  the Option  Rights,  the Common Stock  Grants,  the
      Restricted  Stock,  the procedures  for issuance of Mandatory  Meeting Fee
      Shares,  Mandatory  Committee Fee Shares or Mandatory  Retainer Shares and
      elections to receive  Voluntary  Shares,  and the  agreements  pursuant to
      which the Option Rights,  the Common Stock Grants,  the Restricted  Stock,
      the  Mandatory  Meeting  Fee  Shares,   Mandatory  Committee  Fee  Shares,
      Mandatory  Retainer Shares and the Voluntary Shares are awarded and issued
      (including Award Agreements and  Participation  Agreements),  and to adopt
      such rules for the administration,  interpretation and application of this
      Plan (including the  administration  of this Plan in conjunction  with the
      Deferred  Compensation  Plan),  and  such  agreements  as  are  consistent
      therewith  and to  interpret,  amend

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<PAGE>

      or revoke any such  rules.  Any Award under this Plan need not be the same
      with respect to each Optionee or Restricted Stockholder.

            (c)   Professional  Assistance;  Good Faith Actions. An expenses and
      liabilities  which  members  of the  Board  incur in  connection  with the
      administration  of this Plan shall be borne by the Company.  The Board may
      employ attorneys, consultants,  accountants,  appraisers, brokers or other
      persons.  The Board, the Company and the Company's  officers and Directors
      shall be entitled to rely upon the advice,  opinions or  valuations of any
      such persons. All actions taken and all interpretations and determinations
      made by the  Board  in good  faith  shall be final  and  binding  upon all
      Participants,  the Company and all other interested persons. No members of
      the Board  shall be  personally  liable for any action,  determination  or
      interpretation made in good faith with respect to this Plan, or any Option
      Right, Common Stock Grant, Restricted Stock, Mandatory Meeting Fee Shares,
      Mandatory  Committee Fee Shares,  Mandatory  Retainer  Shares or Voluntary
      Shares,  and all  members  of the Board  shall be fully  protected  by the
      Company in respect of any such action, determination or interpretation.

      14.   Amendment, Suspension, Termination and Other Matters.

            (a)   This Plan may be  wholly or  partially  amended  or  otherwise
      modified,  suspended or terminated at any time or from time to time by the
      Board.  However,  without  further  approval  of the  stockholders  of the
      Company,  no action of the Board may,  except as  provided in Section 9 of
      this Plan,  increase the limits imposed in Section 3 on the maximum number
      of shares of Common  Stock  which may be issued  under this  Plan,  and no
      action of the Board may be taken that would otherwise require  stockholder
      approval  as a matter of  applicable  law or the  rules of any U.S.  stock
      exchange,  including the NYSE, on which the Common Stock may be listed for
      trading  or  authorized  for  quotation.   No  amendment,   suspension  or
      termination  of this Plan  shall,  without the consent of the holder of an
      Award,  alter  or  impair  any  rights  or  obligations  under  any  Award
      theretofore  granted,  unless  the Award  itself  otherwise  expressly  so
      provides.

            (b)   The Board may make under this Plan any Award or combination of
      Awards  authorized  under this Plan in exchange for the cancellation of an
      Award that was not made under this Plan.

            (c)   Except as provided in Section  14(b) of this Plan,  the making
      of one or more Awards to a Non-Employee Director under this Plan shall not
      preclude  the  making of Awards to such  Non-Employee  Director  under any
      other stock option or incentive plan previously or subsequently adopted by
      the Board,  nor shall the fact that a  Non-Employee  Director has received
      one or more awards under any other stock  option or incentive  plan of the
      Company  preclude such  Non-Employee  Director from receiving awards under
      this Plan.

      15.   Termination  of the Plan.  The Plan was most  recently  approved and
extended by  shareholder  action on May 23, 2007.  Pursuant to that  stockholder
action,  no further awards shall be made under this Plan after the passage of 10
years from May 23, 2007.

      16.   Effective Date. The effective date of this Plan shall be the date of
its  adoption  by the  Board of  Directors.  This Plan and all  Awards  granted,
Mandatory  Meeting  Fee Shares,  Mandatory  Committee  Fee Shares and  Mandatory
Retainer Shares issued,  and any elections to receive  Voluntary

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<PAGE>

Shares effected prior to the stockholder approval hereinafter  mentioned,  shall
be void and of no  further  force and  effect  unless  this Plan shall have been
approved at a meeting of  stockholders of the Company called for such purpose by
the affirmative  vote of a majority of the shares of Class A Common Stock of the
Company represented in person or by proxy.

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