<PAGE>

                             Amended and Restated
                                US Unwired Inc.
                                     1999
                             Equity Incentive Plan
<PAGE>

                             Amended and Restated
                                US Unwired Inc.
                          1999 Equity Incentive Plan



     1.   Definitions.  The terms defined in this Section 1 or elsewhere in the
Plan shall, for all purposes of this Plan, have the meanings herein specified:

          1.1  "Affiliate" shall mean, with respect to an entity, a person or
     entity that directly, or indirectly through one or more intermediaries,
     controls, or is controlled by, or is under common control with, such
     entity.

          1.2  "Applicable Percentage" shall have the meaning provided in
     Section 12.11(a)(iii)b.

          1.3  "Approval Date" shall have the meaning provided in Section
     12.11(a)(ii).

          1.4  "Base Price" shall mean the price established at the time of
     grant of an SAR or an LSAR from which the appreciation of a share of Stock
     between the date of grant and exercise will be calculated.

          1.5  "Board" shall mean the Board of Directors of USU, acting as such.

          1.6  "Business Combination" shall have the meaning provided in Section
     12.11(a)(iii).

          1.7  "Change of Control" shall have the meaning provided in Section
     12.11(a).

          1.8  "Change of Control Value" shall have the meaning provided in
     Section 12.11(d).

          1.9  "Code" shall mean the Internal Revenue Code of 1986, as amended.

          1.10 "Committee" shall mean the Compensation Committee of the Board.

          1.11 "Consultant" shall mean any person who is engaged by USU or a
     Subsidiary to render consulting services and is compensated for such
     consulting services.

          1.12 "Employee" or "Employees" shall mean persons (including officers)
     employed by USU, or a Subsidiary thereof, on a full-time basis and who are
     compensated for such employment by a regular salary.

                                                                               2
<PAGE>

          1.13 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     amended.

          1.14 "Exercise Date" shall mean the date USU receives written notice
     of exercise of an exercisable option, SAR or LSAR.

          1.15 "Exercise Price" shall mean the price to be paid for the shares
     of Stock being purchased pursuant to a Stock option agreement.

          1.16 "Fair Market Value" shall mean the price determined as follows:
     (a) if the Stock is listed on an established stock exchange or any
     automated quotation system that provides sale quotations, the closing sale
     price for a share of Stock on such exchange or quotation system on the
     applicable date, or if no sale of the Stock shall have been made on that
     day, on the next preceding day on which there was a sale of the Stock; (b)
     if the Stock is not listed on any exchange or quotation system, but bid and
     asked prices are quoted and published, the mean between the quoted bid and
     asked prices on the applicable date, and if bid and asked prices are not
     available on such day, on the next preceding day on which such prices were
     available; and (c) if the Stock is not regularly quoted, the fair market
     value of the Stock on the applicable date as established by the Committee
     in good faith.

          1.17 "Incentive Agreement" shall mean the written agreement between
     USU and the participant confirming the award and setting forth the terms
     and conditions of the Incentive.

          1.18 "Incentives" shall mean non-qualified Stock options, incentive
     Stock options, SARs, LSARs, restricted Stock, Stock awards and performance
     share awards.

          1.19 "Incumbent Board" shall have the meaning provided in Section
     12.11 (a)(ii).

          1.20 "LSAR" shall mean a limited stock appreciation right, which is a
     right to receive cash with respect to Stock subject to an option in lieu of
     exercising such option upon a Change of Control of USU as described in
     Section 8 hereof.

          1.21 "Plan" shall mean the Amended and Restated US Unwired Inc. 1999
     Equity Incentive Plan.

          1.22 "Pyramid" shall mean the method of paying the Exercise Price in a
     number of successive steps using Stock received upon the exercise of other
     Stock options. The optionee begins by paying the exercise price of an
     option to purchase a small number of shares of Stock in cash or Stock. Upon
     receipt of the option Stock, the optionee delivers those same shares of
     Stock back to USU to pay the exercise price of additional options. This
     process continues with Stock received upon exercise being delivered back to
     USU in successive steps until all options desired to be exercised have been
     exercised.

                                                                               3
<PAGE>

          1.23 "Restricted Period" shall have the meaning provided in Section
     9.2.

          1.24 "SAR" shall mean a Stock appreciation right as described in
     Section 8 hereof.

          1.25 "Stock" shall mean Class A common stock of USU representing an
     equity ownership interest in USU with one vote per share, except as this
     definition may be modified as provided in Section 12.5 hereof.

          1.26 "Subsidiary" shall mean any company in which USU owns, directly
     or indirectly through Subsidiaries, at least 50% of the total combined
     voting power.

          1.27 "Tax Date" shall have the meaning provided in Section 12.7.

          1.28 "USU" shall mean US Unwired Inc., a Louisiana corporation.

     2.   Purpose.  The purpose of this Plan is to increase stockholder value
and to advance the interests of USU and its Subsidiaries by furnishing a variety
of economic incentives designed to attract, retain and motivate Employees,
directors and Consultants and to strengthen the mutuality of interests between
such Employees, directors and Consultants and USU's stockholders.  Incentives
may consist of opportunities to purchase or receive Stock, monetary payments
related thereto or both, through options, Stock appreciation rights, Stock
awards, restricted Stock and performance share awards on terms determined under
the Plan.

     3.   Administration.

          3.1  Composition.  The Plan shall be administered by the Compensation
     Committee of the Board, the members of which shall qualify to administer
     the Plan under applicable laws and regulations.

          3.2  Authority.  The Committee shall have plenary authority to award
     Incentives under the Plan, to interpret the Plan, to establish any rules or
     regulations relating to the Plan that it determines to be appropriate, to
     enter into Incentive Agreements with participants and to make any other
     determination that it believes necessary or advisable for the proper
     administration of the Plan.  Its decisions in matters relating to the Plan
     shall be final and conclusive on USU and its Subsidiaries and the
     participants.  The Committee may delegate its authority hereunder to the
     extent provided in Section 4 hereof.

     4.   Eligible Participants.  Employees, directors and Consultants shall be
eligible to receive Incentives under the Plan when designated by the Committee.
Employees, directors and Consultants may be designated individually or by groups
or categories, as the Committee deems appropriate.  With respect to participants
not subject to Section 16 of the Exchange Act, the Committee may delegate to an
officer of USU or any of its Subsidiaries its authority to designate

                                                                               4
<PAGE>

participants, to determine the size and type of Incentive to be received by
those participants and to determine or modify performance objectives for those
participants.

     5.   Types of Incentives.  Incentives may be granted under the Plan in any
of the following forms, either individually or in combination: (a) incentive
Stock options and nonqualified Stock options; (b) Stock appreciation rights; (c)
limited Stock appreciation rights; (d) Stock awards; (e) restricted Stock and
(f) performance share awards.

     6.   Stock Subject to the Plan.

          6.1  Number of Shares.  Subject to adjustment as provided in Section
     12.5, a total of 12,259,920 shares of Stock are authorized to be issued
     under the Plan. In the event that a Stock option, LSAR or performance share
     award granted hereunder expires or is terminated or canceled prior to
     exercise or payment, any shares of Stock that were issuable under such
     Incentives may again be issued under the Plan. If Stock is issued as
     restricted Stock or pursuant to a Stock award and thereafter is forfeited
     or reacquired by USU pursuant to rights reserved upon issuance thereof,
     such forfeited and reacquired Stock may again be issued under the Plan.
     Incentives that are paid in cash are not counted against the limitations
     provided in this Section 6.1.

          6.2  Cancellation.  The Committee may also determine to cancel, and
     agree to the cancellation of, options in order to make a participant
     eligible for the grant of an option at a lower price or the grant of
     another Incentive.

          6.3  Type of Stock.  Stock issued under the Plan may be authorized and
     unissued Stock or issued Stock held as treasury Stock.

     7.   Stock Options.  A Stock option is a right to purchase shares of Stock
from USU.  Each Stock option granted by the Committee under this Plan shall be
subject to the following terms and conditions:

          7.1  Price.  The exercise price per share shall be determined by the
     Committee, subject to adjustment under Section 12.5.

          7.2  Number.  The number of shares of Stock subject to the option
     shall be determined by the Committee, subject to adjustment as provided in
     Section 12.5.

          7.3  Duration and Time for Exercise.  The term of each Stock option
     shall be determined by the Committee.  Each Stock option shall become
     exercisable at such time or times during its term as shall be determined by
     the Committee at the time of grant.  Notwithstanding the foregoing, the
     Committee may accelerate the exercisability of any Stock option.

          7.4  Repurchase.  Upon approval of the Committee, USU may repurchase a
     previously granted Stock option from a participant by mutual agreement
     before such

                                                                               5
<PAGE>

     option has been exercised by payment to the participant of the amount per
     share of Stock by which the Fair Market Value of the Stock subject to the
     option on the date of purchase exceeds the Exercise Price, or on such other
     terms as may be provided in the Incentive Agreement.

          7.5  Manner of Exercise.  An option may be exercised, in whole or in
     part, by giving written notice to USU, specifying the number of shares of
     Stock to be purchased.  The exercise notice shall be accompanied by payment
     of the full Exercise Price.  The Exercise Price shall be payable in United
     States dollars and may be paid (a) by cash or check; (b) by delivery of
     Stock held by the optionee for at least six months, which shares of Stock
     shall be valued for this purpose at their Fair Market Value on the date
     such option is exercised; (c) if permitted by the Committee in the
     Incentive Agreement or otherwise, by delivery of Stock that has not been
     held for six months including the use of the Pyramid method of exercise;
     (d) if the Stock is listed on an established stock exchange or any
     automated quotation system that provides sale quotations, by delivery of a
     properly executed exercise notice together with irrevocable instructions to
     a broker approved by USU (with a copy to USU) to promptly deliver to USU
     the amount of sale or loan proceeds to pay the Exercise Price; or (e) in
     such other manner as may be authorized from time to time by the Committee.
     In the case of delivery of an uncertified check upon exercise of an option,
     no Stock shall be issued until the check has been paid in full.  Prior to
     the issuance of Stock upon the exercise of an option, a participant shall
     have no rights as a stockholder of USU.

          7.6  Incentive Options.  Notwithstanding anything in the Plan to the
     contrary, the following additional provisions shall apply to the grant of
     options that are intended to qualify as incentive options (as such term is
     defined in Section 422 of the Code):

               (a)  Any Incentive Agreement authorized under the Plan shall
          contain such other provisions as the Committee shall deem advisable,
          but shall in all events be consistent with and contain or be deemed to
          contain all provisions required in order to qualify the options as
          incentive options.

               (b)  All incentive options must be granted within ten years from
          the date on which this Plan is adopted by the Board.

               (c)  Unless sooner exercised, all incentive options shall expire
          no later than ten years after the date of grant.

               (d)  The Exercise Price for an incentive option shall be not less
          than the Fair Market Value of the shares of Stock subject to the
          option on the date of grant.

               (e)  No incentive option shall be granted to any participant who,
          at the time such option is granted, would own (within the meaning of
          Section 422 of the Code) stock possessing more than 10% of the total
          combined voting power of all classes of stock of the employer company
          or of its parent or subsidiary company.

                                                                               6
<PAGE>

     8.   Stock Appreciation Rights and Limited Stock Appreciation Rights.  A
SAR is a right to receive, without payment to USU, a number of shares of Stock,
cash or any combination thereof, the amount of which is determined pursuant to
the formula set forth in Section 8.4(a).  A LSAR is a right to receive, without
payment to USU, cash in an amount determined pursuant to the formula set forth
in Section 8.4(b) upon a Change of Control of USU.  A SAR or LSAR may be granted
(a) in tandem with any option granted under the Plan, either concurrently with
the grant of such option or at such later time as determined by the Committee
(as to all or any portion of the Stock subject to the option), or (b)
separately, without reference to any related option.  Each SAR and LSAR granted
by the Committee under the Plan shall be subject to the following terms and
conditions:

          8.1  Number and Base Price.  Each SAR and LSAR granted to any
     participant shall relate to such number of shares of Stock as shall be
     determined by the Committee, subject to adjustment as provided in Section
     12.5. In the case of a SAR or LSAR granted in tandem with an option, the
     number of shares of Stock to which the SAR or LSAR pertains shall be
     reduced in the same proportion that the holder of the option exercises the
     related option.  The Committee shall determine the Base Price for each SAR
     or LSAR.  If a SAR or LSAR is granted in tandem with an option, the Base
     Price shall be equal to the Exercise Price.

          8.2  Duration and Exercisability. The term of each SAR and LSAR shall
     be determined by the Committee. Each SAR shall become exercisable at such
     time or times, to such extent and upon such conditions as shall be
     determined by the Committee. Each LSAR shall become exercisable upon the
     earlier of a Change of Control of USU or immediately prior to the closing
     of a transaction that will result in a Change of Control of USU if
     consummated. Notwithstanding the foregoing, the Committee may in its
     discretion accelerate the exercisability of any SAR or LSAR. The Committee
     shall also determine whether the SAR is payable in cash, Stock or a
     combination thereof.

          8.3  Exercise Procedure.  A SAR or LSAR may be exercised, in whole or
     in part, by giving written notice to USU specifying the number of SARs or
     LSARs that the holder wishes to exercise.  USU shall, within 30 days of an
     Exercise Date, deliver to the exercising holder certificates for the Stock
     or cash or both to which the holder is entitled pursuant to Section 8.4.

          8.4  Payment.

               (a)  SARs.

                    (i)  The number of shares of Stock that shall be issuable
               upon the exercise of a SAR payable partly or wholly in Stock
               shall be determined by dividing:

                                                                               7
<PAGE>

                         a.   the product of (1) the number of shares of Stock
                    as to which the SAR is exercised, multiplied by (2) the
                    amount by which the Fair Market Value of a share of Stock on
                    the Exercise Date exceeds the Base Price of the SAR; by

                         b.   the Fair Market Value of a share of Stock on the
                    Exercise Date.

                    No fractional share of Stock shall be issued upon the
          exercise of a SAR; instead, the holder of a SAR shall be entitled to
          receive a cash adjustment equal to the same fraction of the Fair
          Market Value of a share of Stock on the Exercise Date or to purchase
          the portion necessary to make a whole share of Stock at its Fair
          Market Value on the Exercise Date.

                    (ii) The cash payment that shall be made upon the exercise
               of a SAR payable partly or wholly in cash shall be equal to the
               amount by which the Fair Market Value on the Exercise Date of a
               share of Stock exceeds the Base Price of the SAR, which amount is
               then multiplied by the number of shares of Stock with respect to
               which the SAR is exercised.

                    (b)  LSARs.  Upon exercise of a LSAR, the participant shall
          receive a cash payment equal to the amount by which the per share
          Change of Control Value on the Exercise Date exceeds the Base Price,
          which amount is then multiplied by the number of shares of Stock with
          respect to which the LSAR is exercised.

     9.   Restricted Stock.

          9.1  Grant of Restricted Stock.  An award of restricted Stock is an
     issuance of shares of Stock that may be subject to the attainment of
     specified performance goals or targets, restrictions on transfer,
     forfeitability provisions and such other terms and conditions as the
     Committee may determine, subject to the provisions of the Plan.

          9.2  Award and Delivery of Restricted Stock.  At the time an award of
     restricted Stock is made, the Committee shall establish a period of time
     (the "Restricted Period") applicable to such an award.  Each award of
     restricted Stock may have a different Restricted Period.  The Committee
     may, in its sole discretion, prescribe conditions for the termination of
     the Restricted Period upon death, disability, retirement or other
     termination of employment or service or upon the satisfaction of other
     conditions with respect to all or any portion of the shares of restricted
     Stock.  Unless otherwise provided in the Incentive Agreement, the Committee
     shall have the power to accelerate the Restricted Period provided the
     expiration of the Restricted Period with respect to all or any part of the
     Stock awarded to a participant shall automatically occur under the
     conditions described in Section 12.11 hereof.

                                                                               8
<PAGE>

          9.3  Escrow.  In order to enforce the restrictions imposed by the
     Committee pursuant to this Section 9, the participant receiving restricted
     Stock shall enter into an Incentive Agreement with USU setting forth the
     conditions of the grant.  Certificates representing restricted Stock shall
     be registered in the name of the participant and deposited with USU,
     together with a stock power endorsed in blank by the participant.  Each
     such certificate shall bear a legend in substantially the following form:

          The transferability of this certificate and the Stock
          represented by it are subject to the terms and conditions
          (including conditions of forfeiture) contained in the
          Amended and Restated US Unwired Inc. 1999 Equity Incentive
          Plan (the "Plan"), and an Agreement entered into between the
          registered owner and US Unwired Inc. Copies of the Plan and
          the Agreement are on file at the principal office of US
          Unwired Inc.

          9.4  Dividends on Restricted Stock.  Any and all cash and Stock
     dividends paid with respect to the restricted Stock shall be subject to any
     restrictions on transfer, forfeitability provisions or reinvestment
     requirements as the Committee may, in its discretion, determine.

          9.5  Forfeiture.  Upon the forfeiture of any restricted Stock
     (including any additional restricted Stock that may result from the
     reinvestment of cash and Stock dividends in accordance with such rules as
     the Committee may establish pursuant to Section 9.4), such forfeited Stock
     shall be surrendered.  The participants shall have the same rights and
     privileges, and be subject to the same forfeiture provisions with respect
     to any additional Stock received pursuant to Section 12.5 due to a
     recapitalization, merger or other change in capitalization.

          9.6  Expiration of Restricted Period.  Upon the expiration or
     termination of the Restricted Period and the satisfaction of any other
     conditions prescribed by the Committee or at such earlier time as provided
     for in Section 9.2 and in the restricted Stock Agreement, the restrictions
     applicable to the restricted Stock shall lapse and a certificate for the
     number of shares of Stock with respect to which the restrictions have
     lapsed shall be delivered, free of all such restrictions, except any that
     may be imposed by law, to the participant or the participant's estate, as
     the case may be.

          9.7  Rights as a Stockholder.  Subject to the terms and conditions of
     the Plan and subject to any restrictions on the receipt of dividends that
     may be imposed by the Committee, each participant receiving restricted
     Stock shall have all the rights of a stockholder with respect to Stock
     during any period in which such shares of Stock are subject to forfeiture
     and restrictions on transfer, including without limitation, the right to
     vote such Stock.  Unless otherwise restricted by the Committee, dividends
     paid on Stock, in cash or property, other than Stock, shall be paid to the
     participant currently.

     10.  Stock Awards.  A Stock award consists of the transfer by USU to a
participant of Stock, without other payment therefor, as additional compensation
for services to USU or any of

                                                                               9
<PAGE>

its Subsidiaries. The number of shares of Stock to be transferred by USU to a
participant pursuant to a Stock award shall be determined by the Committee.

     11.  Performance Shares.  A performance share award consists of an award
that may be paid in Stock or in cash, as described below.  The award of
performance shares shall be subject to such terms and conditions as the
Committee deems appropriate, including the following:

          11.1 Performance Objectives.  Each performance share will be subject
     to performance objectives for USU or one of its Subsidiaries or divisions
     to be achieved by the end of a specified period.  The number of performance
     shares awarded shall be determined by the Committee and may be subject to
     such terms and conditions as the Committee shall determine.  If the
     performance objectives are achieved, each participant will be paid (a) a
     number of shares of Stock equal to the number of performance shares
     initially granted to that participant; (b) a cash payment equal to the Fair
     Market Value of such number of shares on the date the performance
     objectives are met or such other date as may be provided by the Committee
     or (c) a combination of Stock and cash, as may be provided by the
     Committee.  If such objectives are not met, each award of performance
     shares may provide for lesser payments in accordance with the established
     formula.

          11.2 Not a Stockholder.  The award of performance shares to a
     participant shall not create any rights in such participant as a
     stockholder of USU until the payment of Stock with respect to an award.

          11.3 Dividend Equivalent Payments.  A performance share award may be
     granted by the Committee in conjunction with dividend equivalent payment
     rights or other such rights.  If so granted, such amounts shall be paid
     currently in cash or an adjustment shall be made in performance shares
     awarded on account of cash dividends that may be paid or other rights that
     may be issued to the holders of Stock prior to the end of any period for
     which performance objectives were established.

     12.  General.

          12.1 Duration.  Subject to earlier termination under Section 12.10,
     the Plan shall remain in effect until all Incentives granted under the Plan
     have either been satisfied by the issuance of Stock or the payment of cash
     or been terminated under the terms of the Plan and all restrictions imposed
     on Stock in connection with their issuance under the Plan have lapsed.  No
     termination of the Plan by the Board may materially impair the rights of a
     participant without the consent of the participant.

          12.2 Non-transferability of Incentives.  No option, SAR, LSAR or
     performance share award may be transferred, pledged or assigned by the
     holder thereof (except in the event of the holder's death, by will or the
     laws of descent and distribution) and USU shall not be required to
     recognize any attempted assignment of such Incentive by any participant.
     During a participant's lifetime, an Incentive may be exercised only by

                                                                              10
<PAGE>

     him or by his guardian or legal representative. Restricted Stock may only
     be transferred, pledged or assigned following termination of the Restricted
     Period, and the transfer of all Stock may be subject to the additional
     conditions provided in Section 12.4 or the applicable Incentive Agreement.

          12.3 Effect of Termination of Employment.  If a participant ceases to
     be an Employee, director or Consultant for any reason, including death, any
     Incentives may be exercised or shall expire at such times as may be
     determined by the Committee in the Incentive Agreement.

          12.4 Additional Condition.  Anything in this Plan to the contrary
     notwithstanding: (a) USU may, if it shall determine it necessary or
     desirable for any reason, at the time of award of any Incentive or the
     issuance of any share of Stock pursuant to any Incentive, require the
     recipient of the Incentive, as a condition to the receipt thereof or to the
     receipt of any share of Stock issued pursuant thereto, to deliver to USU a
     written representation of present intention to acquire the Incentive or the
     Stock issued pursuant thereto for his own account for investment and not
     for distribution; and (b) if at any time USU further determines, in its
     sole discretion, that the listing, registration or qualification (or any
     updating of any such document) of any Incentive or the Stock issuable
     pursuant thereto is necessary on any securities exchange or automated
     quotation system or under any federal or state securities or blue sky law,
     or that the consent or approval of any governmental regulatory body is
     necessary or desirable as a condition of, or in connection with the award
     of any Incentive, the issuance of Stock pursuant thereto, or the removal of
     any restrictions imposed on such Stock, such Incentive shall not be awarded
     or such Stock shall not be issued or such restrictions shall not be
     removed, as the case may be, in whole or in part, unless such listing,
     registration, qualification, consent or approval shall have been effected
     or obtained free of any conditions not acceptable to USU.

          12.5 Adjustment.  In the event of any recapitalization,
     reclassification, Stock dividend, Stock split, combination of Stock or
     other similar change in the Stock, the number of shares of Stock issuable
     or issued under the Plan, including Stock subject to restrictions, options
     or achievement of performance objectives, shall be adjusted in proportion
     to the change in the number of outstanding shares of Stock. In the event of
     any such adjustments, the purchase price of any option, the performance
     objectives of any Incentive, and the Stock issuable pursuant to any
     Incentive shall be adjusted as and to the extent appropriate, in the
     reasonable discretion of the Committee, to provide participants with the
     same relative rights before and after such adjustment.

          12.6 Incentive Agreements.  Except in the case of Stock awards, the
     terms of each Incentive shall be stated in an Incentive Agreement approved
     by the Committee.  Notwithstanding anything to the contrary contained in
     the Plan, the Company is under no obligation to grant an Incentive to a
     participant or continue an Incentive in force unless the participant
     executes all appropriate agreements with respect to such Incentives in such
     form as the Committee may determine from time to time.

                                                                              11
<PAGE>

          12.7  Withholding.

                (1)  USU shall have the right to withhold from any payments made
          under the Plan or to collect as a condition of payment, any taxes
          required by law to be withheld.  At any time that a participant is
          required to pay to USU an amount required to be withheld under
          applicable income tax laws in connection with the issuance of Stock,
          the lapse of restrictions on Stock or the exercise of an option or SAR
          under the Plan, the participant may satisfy this obligation in whole
          or in part by electing (the "Election") to have USU withhold Stock
          having a value equal to the amount required to be withheld.  The value
          of the Stock to be withheld shall be based on the Fair Market Value of
          the Stock on the date that the amount of tax to be withheld shall be
          determined ("Tax Date").  Each Election must be made prior to the Tax
          Date.  If a participant makes an election under Section 83(b) of the
          Code with respect to restricted Stock, an Election is not permitted to
          be made.

                (2)  A participant may also satisfy his or her total tax
          liability related to an Incentive by delivering Stock owned by the
          participant. The value of the Stock delivered shall be based on the
          Fair Market Value of the Stock on the Tax Date.

          12.8  No Continued Employment.  No participant under the Plan shall
     have any right, because of his or her participation, to continue in the
     employ of USU or any of its Subsidiaries or to continue to serve as a
     director for any period of time or to any right to continue his or her
     present or any other rate of compensation.

          12.9  Deferral Permitted.  Payment of cash or distribution of any
     Stock to which a participant is entitled under any Incentive shall be made
     as provided in the Incentive Agreement.  Payment may be deferred at the
     option of the participant if provided the Incentive Agreement.

          12.10 Amendment or Termination of the Plan.  The Board may amend or
     terminate the Plan at any time, provided, however, that certain amendments
     may require stockholder approval if deemed necessary by the Board to
     satisfy applicable tax or regulatory requirements.

          12.11 Change of Control.

                (a)  A Change of Control shall mean:

                     (i)  the acquisition by any individual, entity or group
          (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
          Act) of beneficial ownership (within the meaning of Rule 13d-3 under
          the Exchange Act) of more than 50% of the voting power of USU except:

                                                                              12
<PAGE>

                           a.   any acquisition of Stock directly from USU or
                    its Affiliates,

                           b.   any acquisition of Stock by USU or its
                    Affiliates,

                           c.   any acquisition of Stock by any employee benefit
                    plan (or related trust) sponsored or maintained by USU or
                    any of its Affiliates,

                           d.   any acquisition of Stock by any entity pursuant
                    to a transaction that complies with clauses a, b and c of
                    subsection (iii) of this Section 12.11(a); or

                    (ii)   individuals who, as of the date this Plan was adopted
               by the Board (the "Approval Date"), constitute the Board (the
               "Incumbent Board") cease for any reason to constitute at least a
               majority of the Board, provided, however, that any individual
               becoming a director subsequent to the Approval Date whose
               election, or nomination for election by USU's stockholders, was
               approved by a vote of the majority of the voting power of USU or
               any of its Affiliates, or at least a majority of the directors
               then comprising the Incumbent Board, shall be considered a member
               of the Incumbent Board, unless such individual's initial
               assumption of office occurs as a result of an actual or
               threatened election contest with respect to the election or
               removal of directors or other actual or threatened solicitation
               of proxies or consents by or on behalf of a person other than the
               Incumbent Board; or

                    (iii)  consummation of any merger, consolidation, share
               exchange or similar reorganization involving USU, or any sale or
               other disposition of all or substantially all of the assets of
               USU (a "Business Combination"), in each case unless, following
               such Business Combination,

                           a.   all or substantially all of the individuals and
                    entities who were the beneficial owners of USU's voting
                    securities entitled to vote generally in the election of
                    directors immediately before such Business Combination have
                    direct or indirect beneficial ownership of more than 50% of
                    the combined voting power of the then outstanding voting
                    securities entitled to vote generally in the election of
                    directors of the entity surviving or resulting from such
                    Business Combination (which, for purposes of this paragraph
                    a and paragraphs b and c, shall include an entity which as a
                    result of such transaction owns USU or all or substantially
                    all of USU's assets either directly or through one or more
                    subsidiaries), and

                                                                              13
<PAGE>

                         b.   no person (excluding any entity surviving or
                    resulting from such Business Combination or any employee
                    benefit plan or related trust of USU or such entity
                    resulting from such Business Combination) beneficially owns,
                    directly or indirectly, the Applicable Percentage or more of
                    the then outstanding entity resulting from such Business
                    Combination or the Applicable Percentage or more of the
                    combined voting power of the then outstanding voting
                    securities of such entity (where "Applicable Percentage"
                    means the greater of 20% or the percentage of voting power
                    held by the largest stockholder of USU immediately prior to
                    the Business Combination), and

                         c.   at least a majority of the members of the board of
                    directors of the entity surviving or resulting from such
                    Business Combination were members of the Incumbent Board at
                    the time of the execution of the initial agreement, or of
                    the action of the Board, providing for such Business
                    Combination; or

                    (iv) approval by the stockholders of USU of a plan of
               complete liquidation or dissolution of USU.

               (b)  Upon the earlier of a Change of Control, or immediately
          prior to the closing of a transaction that will result in a Change of
          Control if consummated, all outstanding options, SARs and LSARs
          granted pursuant to the Plan shall automatically become fully
          exercisable, all restrictions or limitations on any Incentives shall
          lapse and all performance criteria and other conditions relating to
          the payment of Incentives shall be deemed to be achieved or waived by
          USU without the necessity of action by any person.

               (c)  No later than 30 days after the approval by the Board of a
          Change of Control of the types described in Sections 12.11(a)(iii) and
          (iv) above, and no later than 30 days after a Change of Control of the
          type described in Sections 12.11(a)(i) and (ii) above, the Committee
          (as the Committee was composed immediately prior to such Change of
          Control and notwithstanding any removal or attempted removal of some
          or all of the members thereof as directors or Committee members),
          acting in its sole discretion without the consent or approval of any
          participant may act to effect one or more of the alternatives listed
          below and such act by the Committee may not be revoked or rescinded by
          persons not members of the Committee immediately prior to the Change
          of Control:

                    (i)  require that all outstanding options and/or SARs be
               exercised on or before a specified date (before or after such
               Change of Control) fixed by the Committee, after which specified
               date all unexercised options and SARs shall terminate,

                                                                              14
<PAGE>

                    (ii)   provide for mandatory conversion of some or all of
               the outstanding options and SARs held by some or all participants
               as of a date, before or after such Change of Control, specified
               by the Committee, in which event such options and SARs shall be
               deemed automatically canceled and USU shall pay, or cause to be
               paid, to each such participant an amount of cash equal to, or
               publicly traded securities of the surviving entity in the Change
               of Control transaction with a value equal to, the excess, if any,
               of the Change of Control Value of the Stock subject to such
               option or SAR, as defined and calculated below, over the Exercise
               Price(s) of such options or SARs,

                    (iii)  make such equitable adjustments to Incentives then
               outstanding as the Committee deems appropriate to reflect such
               Change of Control (provided, however, that the Committee may
               determine in its sole discretion that no adjustment is
               necessary), or

                    (iv)   provide that thereafter upon any exercise of an
               option or SAR (each of which shall be fully exercisable pursuant
               to Section 12.11(b)) the participant shall be entitled to
               purchase under such option or SAR, in lieu of the number of
               shares of Stock then covered by such option or SAR, the number
               and class of shares of stock or other securities or property
               (including, without limitation, cash) to which the participant
               would have been entitled pursuant to the terms of the agreement
               providing for the merger, consolidation, asset sale, dissolution
               or other Change of Control of the type described in Sections
               12.11(a)(iii) and (iv) of the Plan, if, immediately prior to such
               Change of Control, the participant had been the holder of record
               of the number of shares of Stock then covered by such options or
               SARs,

          provided, however, that the holder of LSARs may choose instead in his
          sole discretion to exercise his LSARs.

               (d)  For the purposes of paragraph (ii) of Section 12.11(c) and
          the exercise of LSARs, "Change of Control Value" shall equal the
          amount determined by whichever of the following items is applicable:

                    (i)    the per share price to be paid to stockholders of USU
               in any such merger, consolidation or other reorganization,

                    (ii)   the per share price offered to stockholders of USU in
               any tender offer or exchange offer whereby a Change of Control
               takes place,

                    (iii)  in all other events, the Fair Market Value per share
               of Stock as of the date determined by the Committee to be the
               date of conversion of such options or SARs or the date of
               exercise of such LSARs, or

                                                                              15
<PAGE>

                      (iv) if the consideration offered to stockholders of USU
                 in any transaction described in this Section 12.11(d) consists
                 of anything other than cash, the Committee shall determine the
                 fair cash equivalent of the portion of the consideration
                 offered that is other than cash.

          12.12  Loans.  In order to assist a participant to acquire Stock
     pursuant to an Incentive granted under the Plan and to assist a participant
     to satisfy his tax liabilities arising in connection with such Incentive,
     the Committee may authorize, at either the time of the grant of the
     Incentive, at the time of the acquisition of Stock pursuant to the
     Incentive, or at the time of the lapse of restrictions on restricted Stock
     granted under the Plan, the extension of a loan, in compliance with
     Regulation G of the Federal Reserve Board, to the participant by USU.  The
     terms of any loans, including the interest rate, collateral and terms of
     repayment will be subject to the discretion of the Committee.  The maximum
     credit available hereunder shall be the purchase price, if any, of the
     Stock acquired pursuant to the Incentive, plus the maximum tax liability
     that may be incurred in connection with the acquisition.



Adopted by the Board of Directors and the stockholders on September 27, 1999,
and amended and restated by the Board of Directors on October 23, 2000.

                                                                              16