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                                                                 EXHIBIT 10.27.1

                              AMENDED AND RESTATED
                       ATLAS AIR WORLDWIDE HOLDINGS, INC.
                  2004 LONG TERM INCENTIVE AND SHARE AWARD PLAN

            1. Purposes.

            The purposes of the 2004 Long Term Incentive and Share Award Plan
are to advance the interests of Atlas Air Worldwide Holdings, Inc. and its
shareholders by providing a means to attract, retain, and motivate employees,
consultants and directors of the Company, its subsidiaries and affiliates, to
provide for competitive compensation opportunities, to encourage long term
service, to recognize individual contributions and reward achievement of
performance goals, and to promote the creation of long term value for
stockholders by aligning the interests of such persons with those of
stockholders.

            2. Definitions.

            For purposes of the Plan, the following terms shall be defined as
set forth below:

            (a) "Affiliate" means any entity other than the Company and its
Subsidiaries that is designated by the Board or the Committee as a participating
employer under the Plan; provided, however, that the Company directly or
indirectly owns at least 20% of the combined voting power of all classes of
stock of such entity or at least 20% of the ownership interests in such entity.

            (b) "Award" means any Option, SAR, Restricted Share, Restricted
Share Unit, Performance Share, Performance Unit, Dividend Equivalent, or Other
Share-Based Award granted to an Eligible Person under the Plan.

            (c) "Award Agreement" means any written agreement, contract, or
other instrument or document evidencing an Award.

            (d) "Beneficiary" means the person, persons, trust or trusts which
have been designated by an Eligible Person in his or her most recent written
beneficiary designation filed with the Company to receive the benefits specified
under this Plan upon the death of the Eligible Person, or, if there is no
designated Beneficiary or surviving designated Beneficiary, then the person,
persons, trust or trusts entitled by will or the laws of descent and
distribution to receive such benefits.

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

            (f) "Change in Control" means, in addition to any definition or
definitions that may be set forth in any Award Agreement, a merger or
consolidation to which the Company is a party, in which the outstanding Shares
are converted into shares of another company (other than a conversion into
shares of voting common stock of the successor corporation or a holding company
thereof representing 80% or greater of the voting power of all capital stock
thereof outstanding immediately after the merger or consolidation) or other
securities (of either the Company or another company) or cash or other property;
or the sale of all, or substantially all, of the Company's assets; or the
stockholders of the Company approve a plan of complete liquidation of the
Company.

            (g) "Code" means the Internal Revenue Code of 1986, as amended from
time to time. References to any provision of the Code shall be deemed to include
successor provisions thereto and regulations thereunder.

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            (h) "Committee" means the Compensation Committee of the Board, or
such other Board committee (which may include the entire Board) as may be
designated by the Board to administer the Plan; provided, however, that, unless
otherwise determined by the Board, the Committee shall consist of two or more
directors of the Company, each of whom is a "non-employee director" within the
meaning of Rule 16b-3 under the Exchange Act, to the extent applicable, and each
of whom is an "outside director" within the meaning of Section 162(m) of the
Code, to the extent applicable; provided, further, that the mere fact that the
Committee shall fail to qualify under either of the foregoing requirements shall
not invalidate any Award made by the Committee which Award is otherwise validly
made under the Plan.

            (i) "Company" means Atlas Air Worldwide Holdings, Inc., a
corporation organized under the laws of Delaware, or any successor corporation.

            (j) "Director" means a member of the Board who is not an employee of
the Company, a Subsidiary or an Affiliate.

            (k) "Dividend Equivalent" means a right, granted under Section 5(g),
to receive cash, Shares, or other property equal in value to dividends paid with
respect to a specified number of Shares. Dividend Equivalents may be awarded on
a free-standing basis or in connection with another Award, and may be paid
currently or on a deferred basis.

            (l) "Eligible Person" means (i) an employee or consultant of the
Company, a Subsidiary or an Affiliate, including any director who is an
employee, or (ii) a Director. Notwithstanding any provisions of this Plan to the
contrary, an Award may be granted to an employee, consultant or Director, in
connection with his or her hiring or retention prior to the date the employee,
consultant or Director first performs services for the Company, a Subsidiary or
an Affiliate; provided, however, that any such Award shall not become vested or
exercisable prior to the date the employee, consultant or Director first
performs such services.

            (m) "Effective Date" means the date on which the Company's joint
Chapter 11 plan was consummated and the Company emerged from its Chapter 11
case.

            (n) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time. References to any provision of the Exchange Act shall
be deemed to include successor provisions thereto and regulations thereunder.

            (o) "Fair Market Value" means, with respect to Shares or other
property, the fair market value of such Shares or other property determined by
such methods or procedures as shall be established from time to time by the
Committee. If the Shares are listed on any established stock exchange or a
national market system, unless otherwise determined by the Committee in good
faith, the Fair Market Value of Shares shall mean the closing price per Share on
the date (or, if the Shares were not traded on that day, the next preceding day
that the Shares were traded) on the principal exchange or market system on which
the Shares are traded, as such prices are officially quoted on such exchange.

            (p) "ISO" means any Option intended to be and designated as an
incentive stock option within the meaning of Section 422 of the Code.

            (q) "NQSO" means any Option that is not an ISO.

            (r) "Option" means a right, granted under Section 5(b), to purchase
Shares.

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            (s) "Other Share-Based Award" means a right, granted under Section
5(h), that relates to or is valued by reference to Shares.

            (t) "Participant" means an Eligible Person who has been granted an
Award under the Plan.

            (u) "Performance Share" means a performance share granted under
Section 5(f).

            (v) "Performance Unit" means a performance unit granted under
Section 5(f).

            (w) "Plan" means this Amended and Restated 2004 Long Term Incentive
and Share Award Plan.

            (x) "Restricted Shares" means an Award of Shares under Section 5(d)
that may be subject to certain restrictions and to a risk of forfeiture.

            (y) "Restricted Share Unit" means a right, granted under Section
5(e), to receive Shares or cash at the end of a specified deferral period.

            (z) "Rule 16b-3" means Rule 16b-3, as from time to time in effect
and applicable to the Plan and Participants, promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act.

            (aa) "SAR" or "Share Appreciation Right" means the right, granted
under Section 5(c), to be paid an amount measured by the difference between the
exercise price of the right and the Fair Market Value of Shares on the date of
exercise of the right, with payment to be made in cash, Shares, or property as
specified in the Award or determined by the Committee.

            (bb) "Shares" means common stock, $.01 par value per share, of the
Company, and such other securities as may be substituted for Shares pursuant to
Section 4(c) hereof.

            (cc) "Subsidiary" means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns shares
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.

            (dd) "Termination of Service" means the termination of the
Participant's employment, consulting services or directorship with the Company,
its Subsidiaries and its Affiliates, as the case may be. A Participant employed
by a Subsidiary of the Company or one of its Affiliates shall also be deemed to
incur a Termination of Service if the Subsidiary of the Company or Affiliate
ceases to be such a Subsidiary or an Affiliate, as the case may be, and the
Participant does not immediately thereafter become an employee or director of,
or a consultant to, the Company, another Subsidiary of the Company or an
Affiliate. Temporary absences from employment because of illness, vacation or
leave of absence and transfers among the Company and its Subsidiaries and
Affiliates shall not be considered a Termination of Service.

            3. Administration.

            (a) Authority of the Committee. The Plan shall be administered by
the Committee, and the Committee shall have full and final authority to take the
following actions, in each case subject to and consistent with the provisions of
the Plan:

                  (i) to select Eligible Persons to whom Awards may be granted;

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                  (ii) to designate Affiliates;

                  (iii) to determine the type or types of Awards to be granted
to each Eligible Person;

                  (iv) to determine the type and number of Awards to be granted,
the number of Shares to which an Award may relate, the terms and conditions of
any Award granted under the Plan (including, but not limited to, any exercise
price, grant price, or purchase price, any restriction or condition, any
schedule for lapse of restrictions or conditions relating to transferability or
forfeiture, exercisability, or settlement of an Award, and waiver or
accelerations thereof, and waivers of performance conditions relating to an
Award, based in each case on such considerations as the Committee shall
determine), and all other matters to be determined in connection with an Award;

                  (v) to determine whether, to what extent, and under what
circumstances an Award may be settled, or the exercise price of an Award may be
paid, in cash, Shares, other Awards, or other property, or an Award may be
canceled, forfeited, exchanged, or surrendered;

                  (vi) to determine whether, to what extent, and under what
circumstances cash, Shares, other Awards, or other property payable with respect
to an Award will be deferred either automatically, at the election of the
Committee, or at the election of the Eligible Person;

                  (vii) to prescribe the form of each Award Agreement, which
need not be identical for each Eligible Person;

                  (viii) to adopt, amend, suspend, waive, and rescind such rules
and regulations and appoint such agents as the Committee may deem necessary or
advisable to administer the Plan;

                  (ix) to correct any defect or supply any omission or reconcile
any inconsistency in the Plan and to construe and interpret the Plan and any
Award, rules and regulations, Award Agreement, or other instrument hereunder;

                  (x) to accelerate the exercisability or vesting of all or any
portion of any Award or to extend the period during which an Award is
exercisable;

                  (xi) to determine whether uncertificated Shares may be used in
satisfying Awards and otherwise in connection with the Plan; and

                  (xii) to make all other decisions and determinations as may be
required under the terms of the Plan or as the Committee may deem necessary or
advisable for the administration of the Plan.

           (b) Manner of Exercise of Committee Authority. The Committee
shall have sole discretion in exercising its authority under the Plan. Any
action of the Committee with respect to the Plan shall be final, conclusive, and
binding on all persons, including the Company, Subsidiaries, Affiliates,
Eligible Persons, any person claiming any rights under the Plan from or through
any Eligible Person, and shareholders. The express grant of any specific power
to the Committee, and the taking of any action by the Committee, shall not be
construed as limiting any power or authority of the Committee. The Committee may
delegate to other members of the Board or officers or managers of the Company or
any Subsidiary or Affiliate the authority, subject to such terms as the
Committee shall determine, to perform administrative functions and, with respect
to

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Awards granted to persons not subject to Section 16 of the Exchange Act, to
perform such other functions as the Committee may determine, to the extent
permitted under Rule 16b-3 (if applicable) and applicable law.

      (c) Limitation of Liability. Each member of the Committee shall be
entitled to, in good faith, rely or act upon any report or other information
furnished to him or her by any officer or other employee of the Company or any
Subsidiary or Affiliate, the Company's independent certified public accountants,
or other professional retained by the Company to assist in the administration of
the Plan. No member of the Committee, and no officer or employee of the Company
acting on behalf of the Committee, shall be personally liable for any action,
determination, or interpretation taken or made in good faith with respect to the
Plan, and all members of the Committee and any officer or employee of the
Company acting on their behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Company with respect to any such action,
determination, or interpretation.

      (d) Limitation on Committee's Discretion. Anything in this Plan to the
contrary notwithstanding, in the case of any Award which is intended to qualify
as "performance-based compensation" within the meaning of Section 162(m)(4)(C)
of the Code, if the Award Agreement so provides, the Committee shall have no
discretion to increase the amount of compensation payable under the Award to the
extent such an increase would cause the Award to lose its qualification as such
performance-based compensation.

      4. Shares Subject to the Plan.

      (a) Subject to adjustment as provided in Section 4(c) hereof, the total
number of Shares reserved for issuance in connection with Awards under the Plan
shall be 2,772,559, of which 2,277,256 shall be reserved for issuance to
management employees and Board members and 495,303 shall be reserved for
issuance to non-management employees or other Eligible Persons. No Award may be
granted if the number of Shares to which such Award relates, when added to the
number of Shares previously issued under the Plan, exceeds the number of Shares
reserved under the preceding sentence. If any Awards are forfeited, canceled,
terminated, exchanged or surrendered or such Award is settled in cash or
otherwise terminates without a distribution of Shares to the Participant, any
Shares counted against the number of Shares reserved and available under the
Plan with respect to such Award shall, to the extent of any such forfeiture,
settlement, termination, cancellation, exchange or surrender, again be available
for Awards under the Plan. Upon the exercise of any Award granted in tandem with
any other Awards, such related Awards shall be canceled to the extent of the
number of Shares as to which the Award is exercised.

      (b) Subject to adjustment as provided in Section 4(c) hereof, the maximum
number of Shares (i) with respect to which Options or SARs may be granted during
a calendar year to any Eligible Person under this Plan shall be 500,000 Shares,
and (ii) with respect to Performance Shares, Performance Units, Restricted
Shares or Restricted Share Units intended to qualify as performance-based
compensation within the meaning of Section 162(m)(4)(C) of the Code shall be the
equivalent of 500,000 Shares during a calendar year to any Eligible Person under
this Plan.

      (c) In the event that the Committee shall determine that any dividend in
Shares, recapitalization, Share split, reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Shares such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of Eligible Persons under the Plan, then the Committee shall make such
equitable changes

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or adjustments as it deems appropriate and, in such manner as it may deem
equitable, adjust any or all of (i) the number and kind of shares which may
thereafter be issued under the Plan, (ii) the number and kind of shares, other
securities or other consideration issued or issuable in respect of outstanding
Awards, (iii) the limitations specified in Section 4(b) above, and (iv) the
exercise price, grant price, or purchase price relating to any Award; provided,
however, in each case that, with respect to ISOs, such adjustment shall be made
in accordance with Section 424(a) of the Code, and shall not result in any
Participant being required to include any amount in income under Section 409A of
the Code, unless the Committee determines otherwise. In addition, the Committee
is authorized to make adjustments in the terms and conditions of, and the
criteria and performance objectives, if any, included in, Awards in recognition
of unusual or non-recurring events (including, without limitation, events
described in the preceding sentence) affecting the Company or any Subsidiary or
Affiliate or the financial statements of the Company or any Subsidiary or
Affiliate, or in response to changes in applicable laws, regulations, or
accounting principles; provided, however, that, if an Award Agreement
specifically so provides, the Committee shall not have discretion to increase
the amount of compensation payable under the Award to the extent such an
increase would cause the Award to lose its qualification as performance-based
compensation for purposes of Section 162(m)(4)(C) of the Code and the
regulations thereunder.

      (d) Any Shares distributed pursuant to an Award may consist, in whole or
in part, of authorized and unissued Shares or treasury Shares including Shares
acquired by purchase in the open market or in private transactions.

      5. Specific Terms of Awards.

      (a) General. Awards may be granted on the terms and conditions set forth
in this Section 5. In addition, the Committee may impose on any Award or the
exercise thereof, at the date of grant or thereafter (subject to Section 8(d)),
such additional terms and conditions, not inconsistent with the provisions of
the Plan, as the Committee shall determine, including terms regarding forfeiture
of Awards or continued exercisability of Awards in the event of Termination of
Service by the Eligible Person.

      (b) Options. The Committee is authorized to grant Options, which may be
NQSOs or ISOs, to Eligible Persons on the following terms and conditions:

            (i) Exercise Price. The exercise price per Share purchasable under
an Option shall be determined by the Committee but in no event shall be less
then Fair Market Value on the date of the grant. The Committee may, without
limitation, set an exercise price that is based upon achievement of performance
criteria if deemed appropriate by the Committee.

            (ii) Option Term. The term of each Option shall be determined by the
Committee; provided, however, that such term shall not be longer than ten years
from the date of grant of the Option.

            (iii) Time and Method of Exercise. The Committee shall determine at
the date of grant or thereafter the time or times at which an Option may be
exercised in whole or in part (including, without limitation, upon achievement
of performance criteria if deemed appropriate by the Committee), the methods by
which such exercise price may be paid or deemed to be paid (including, without
limitation, broker-assisted exercise arrangements), the form of such payment
(including, without limitation, cash, Shares or other property), and the methods
by which Shares will be delivered or deemed to be delivered to Eligible Persons.

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            (iv) ISOs. The terms of any ISO granted under the Plan shall comply
in all respects with the provisions of Section 422 of the Code, including but
not limited to the requirement that the ISO shall be granted within ten years
from the earlier of the date of adoption or shareholder approval of the Plan.
ISOs may only be granted to employees of the Company or a Subsidiary.

      (c) SARs. The Committee is authorized to grant SARs (Share Appreciation
Rights) to Eligible Persons on the following terms and conditions:

            (i) Right to Payment. A SAR shall confer on the Eligible Person to
whom it is granted a right to receive with respect to each Share subject
thereto, upon exercise thereof, the excess of (1) 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, the Fair Market Value of one Share at any time during a
specified period before or after the date of exercise) over (2) the exercise
price per Share of the SAR as determined by the Committee as of the date of
grant of the SAR (which, in the case of a SAR granted in tandem with an Option,
shall be equal to the exercise price of the underlying Option).

            (ii) Other Terms. The Committee shall determine, at the time of
grant or thereafter, the time or times at which a SAR may be exercised in whole
or in part (which shall not be more than ten years after the date of grant of
the SAR), the method of exercise, method of settlement, form of consideration
payable in settlement, method by which Shares will be delivered or deemed to be
delivered to Eligible Persons, whether or not a SAR shall be in tandem with any
other Award, and any other terms and conditions of any SAR. Unless the Committee
determines otherwise, a SAR (1) granted in tandem with an NQSO may be granted at
the time of grant of the related NQSO or at any time thereafter and (2) granted
in tandem with an ISO may only be granted at the time of grant of the related
ISO.

      (d) Restricted Shares. The Committee is authorized to grant Restricted
Shares to Eligible Persons on the following terms and conditions:

            (i) Issuance and Restrictions. Restricted Shares shall be subject to
such restrictions on transferability and other restrictions, if any, as the
Committee may impose at the date of grant or thereafter, which restrictions may
lapse separately or in combination at such times, under such circumstances
(including, without limitation, upon achievement of performance criteria if
deemed appropriate by the Committee), in such installments, or otherwise, as the
Committee may determine. Except to the extent restricted under the Award
Agreement relating to the Restricted Shares, an Eligible Person granted
Restricted Shares shall have all of the rights of a shareholder including,
without limitation, the right to vote Restricted Shares and the right to receive
dividends thereon.

            (ii) Forfeiture. Except as otherwise determined by the Committee, at
the date of grant or thereafter, upon Termination of Service during the
applicable restriction period, Restricted Shares and any accrued but unpaid
dividends or Dividend Equivalents that are at that time subject to restrictions
shall be forfeited; provided, however, that the Committee may provide, by rule
or regulation or in any Award Agreement, or may determine in any individual
case, that restrictions or forfeiture conditions relating to Restricted Shares
will be waived in whole or in part in the event of Termination of Service
resulting from specified causes, and the Committee may in other cases waive in
whole or in part the forfeiture of Restricted Shares.

            (iii) Certificates for Shares. Restricted Shares granted under the
Plan may be evidenced in such manner as the Committee shall determine. If
certificates representing

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Restricted Shares are registered in the name of the Eligible Person, such
certificates shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted Shares, the Company
shall retain physical possession of the certificate and the Participant shall
deliver a stock power to the Company, endorsed in blank, relating to the
Restricted Shares.

            (iv) Dividends. Dividends paid on Restricted Shares shall be either
paid at the dividend payment date, or deferred for payment to such date as
determined by the Committee, in cash or in unrestricted Shares having a Fair
Market Value equal to the amount of such dividends. Shares distributed in
connection with a Share split or dividend in Shares, and other property
distributed as a dividend, shall be subject to restrictions and a risk of
forfeiture to the same extent as the Restricted Shares with respect to which
such Shares or other property has been distributed.

      (e) Restricted Share Units. The Committee is authorized to grant
Restricted Share Units to Eligible Persons, subject to the following terms and
conditions:

            (i) Award and Restrictions. Delivery of Shares or cash, as the case
may be, will occur upon expiration of the deferral period specified for
Restricted Share Units by the Committee (or, if permitted by the Committee, as
elected by the Eligible Person). In addition, Restricted Share Units shall be
subject to such restrictions as the Committee may impose, if any (including,
without limitation, the achievement of performance criteria if deemed
appropriate by the Committee), at the date of grant or thereafter, which
restrictions may lapse at the expiration of the deferral period or at earlier or
later specified times, separately or in combination, in installments or
otherwise, as the Committee may determine.

            (ii) Forfeiture. Except as otherwise determined by the Committee at
date of grant or thereafter, upon Termination of Service during the applicable
deferral period or portion thereof to which forfeiture conditions apply (as
provided in the Award Agreement evidencing the Restricted Share Units), or upon
failure to satisfy any other conditions precedent to the delivery of Shares or
cash to which such Restricted Share Units relate, all Restricted Share Units
that are at that time subject to deferral or restriction shall be forfeited;
provided, however, that the Committee may provide, by rule or regulation or in
any Award Agreement, or may determine in any individual case, that restrictions
or forfeiture conditions relating to Restricted Share Units will be waived in
whole or in part in the event of Termination of Service resulting from specified
causes, and the Committee may in other cases waive in whole or in part the
forfeiture of Restricted Share Units.

            (iii) Dividend Equivalents. Unless otherwise determined by the
Committee at date of grant, Dividend Equivalents on the specified number of
Shares covered by a Restricted Share Unit shall be either (A) paid with respect
to such Restricted Share Unit at the dividend payment date in cash or in
unrestricted Shares having a Fair Market Value equal to the amount of such
dividends, or (B) deferred with respect to such Restricted Share Unit and the
amount or value thereof automatically deemed reinvested in additional Restricted
Share Units or other Awards, as the Committee shall determine or permit the
Participant to elect.

      (f) Performance Shares and Performance Units. The Committee is authorized
to grant Performance Shares or Performance Units or both to Eligible Persons on
the following terms and conditions:

            (i) Performance Period. The Committee shall determine a performance
period (the "Performance Period") of one or more years and shall determine the
performance objec-

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tives for grants of Performance Shares and Performance Units. Performance
objectives may vary from Eligible Person to Eligible Person and shall be based
upon the performance criteria as the Committee may deem appropriate. The
performance objectives may be determined by reference to the performance of the
Company, or of a Subsidiary or Affiliate, or of a division or unit of any of the
foregoing. Performance Periods may overlap and Eligible Persons may participate
simultaneously with respect to Performance Shares and Performance Units for
which different Performance Periods are prescribed.

            (ii) Award Value. At the beginning of a Performance Period, the
Committee shall determine for each Eligible Person or group of Eligible Persons
with respect to that Performance Period the range of number of Shares, if any,
in the case of Performance Shares, and the range of dollar values, if any, in
the case of Performance Units, which may be fixed or may vary in accordance with
such performance or other criteria specified by the Committee, which shall be
paid to an Eligible Person as an Award if the relevant measure of Company
performance for the Performance Period is met.

            (iii) Significant Events. If during the course of a Performance
Period there shall occur significant events as determined by the Committee which
the Committee expects to have a substantial effect on a performance objective
during such period, the Committee may revise such objective; provided, however,
that, if an Award Agreement so provides, the Committee shall not have any
discretion to increase the amount of compensation payable under the Award to the
extent such an increase would cause the Award to lose its qualification as
performance-based compensation for purposes of Section 162(m)(4)(C) of the Code
and the regulations thereunder or result in any Participant being required to
include any amount in income under Section 409A of the Code.

            (iv) Forfeiture. Except as otherwise determined by the Committee, at
the date of grant or thereafter, upon Termination of Service during the
applicable Performance Period, Performance Shares and Performance Units for
which the Performance Period was prescribed shall be forfeited; provided,
however, that the Committee may provide, by rule or regulation or in any Award
Agreement, or may determine in an individual case, that restrictions or
forfeiture conditions relating to Performance Shares and Performance Units will
be waived in whole or in part in the event of Termination of Service resulting
from specified causes, and the Committee may in other cases waive in whole or in
part the forfeiture of Performance Shares and Performance Units.

            (v) Payment. Each Performance Share or Performance Unit may be paid
in whole Shares, or cash, or a combination of Shares and cash either as a lump
sum payment or in installments, all as the Committee shall determine, at the
time of grant of the Performance Share or Performance Unit or otherwise,
commencing as soon as practicable after the end of the relevant Performance
Period.

      (g) Dividend Equivalents. The Committee is authorized to grant Dividend
Equivalents to Eligible Persons. The Committee may provide, at the date of grant
or thereafter, that Dividend Equivalents shall be paid or distributed when
accrued or shall be deemed to have been reinvested in additional Shares, or
other investment vehicles as the Committee may specify; provided, however, that
Dividend Equivalents (other than freestanding Dividend Equivalents) shall be
subject to all conditions and restrictions of the underlying Awards to which
they relate.

      (h) Other Share-Based Awards. The Committee is authorized, subject to
limitations under applicable law, including Section 409A of the Code, to grant
to Eligible Persons such other Awards that may be denominated or payable in,
valued in whole or in part by reference to,

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or otherwise based on, or related to, Shares, as deemed by the Committee to be
consistent with the purposes of the Plan, including, without limitation,
unrestricted shares awarded purely as a "bonus" and not subject to any
restrictions or conditions, other rights convertible or exchangeable into
Shares, purchase rights for Shares, Awards with value and payment contingent
upon performance of the Company or any other factors designated by the
Committee, and Awards valued by reference to the performance of specified
Subsidiaries or Affiliates. The Committee shall determine the terms and
conditions of such Awards at date of grant or thereafter. Shares delivered
pursuant to an Award in the nature of a purchase right granted under this
Section 5(h) shall be purchased for such consideration, paid for at such times,
by such methods, and in such forms, including, without limitation, cash, Shares,
notes or other property, as the Committee shall determine. Cash awards, as an
element of or supplement to any other Award under the Plan, shall also be
authorized pursuant to this Section 5(h).

      6. Certain Provisions Applicable to Awards.

      (a) Stand-Alone, Additional, Tandem and Substitute Awards. Awards granted
under the Plan may, in the discretion of the Committee, be granted to Eligible
Persons either alone or in addition to, in tandem with, or in exchange or
substitution for, any other Award granted under the Plan or any award granted
under any other plan or agreement of the Company, any Subsidiary or Affiliate,
or any business entity to be acquired by the Company or a Subsidiary or
Affiliate, or any other right of an Eligible Person to receive payment from the
Company or any Subsidiary or Affiliate. Awards may be granted in addition to or
in tandem with such other Awards or awards, and may be granted either as of the
same time as or a different time from the grant of such other Awards or awards.
The per Share exercise price of any Option or grant price of any SAR which is
granted in connection with the substitution of awards granted under any other
plan or agreement of the Company or any Subsidiary or Affiliate or any business
entity to be acquired by the Company or any Subsidiary or Affiliate shall be
determined by the Committee, in its discretion.

      (b) Term of Awards. The term of each Award granted to an Eligible Person
shall be for such period as may be determined by the Committee; provided,
however, that in no event shall the term of any Option or a SAR granted in
tandem therewith exceed a period of ten years from the date of its grant (or
such shorter period as may be applicable under Section 422 of the Code).

      (c) Form of Payment Under Awards. Subject to the terms of the Plan and any
applicable Award Agreement, payments to be made by the Company or a Subsidiary
or Affiliate upon the grant, maturation, or exercise of an Award may be made in
such forms as the Committee shall determine at the date of grant or thereafter,
including, without limitation, cash, Shares, notes or other property, and may be
made in a single payment or transfer, in installments, or on a deferred basis.
The Committee may make rules relating to installment or deferred payments with
respect to Awards, including the rate of interest to be credited with respect to
such payments, and the Committee may require deferral of payment under an Award
if, in the sole judgment of the Committee, it may be necessary in order to avoid
nondeductibility of the payment under Section 162(m) of the Code.

      (d) Nontransferability. Unless otherwise set forth by the Committee in an
Award Agreement, Awards shall not be transferable by an Eligible Person except
by will or the laws of descent and distribution (except pursuant to a
Beneficiary designation) and shall be exercisable during the lifetime of an
Eligible Person only by such Eligible Person or his guardian or legal
representative. An Eligible Person's rights under the Plan may not be pledged,
mortgaged, hy-

                                       10
<PAGE>

pothecated, or otherwise encumbered, and shall not be subject to claims of the
Eligible Person's creditors.

      (e) Noncompetition. The Committee may, by way of the Award Agreements or
otherwise, establish such other terms, conditions, restrictions and/or
limitations, if any, of any Award, provided they are not inconsistent with the
Plan, including, without limitation, the requirement that the Participant not
engage in competition with the Company.

      7. Performance Awards.

      (a) Performance Awards Granted to Covered Employees. If the Committee
determines that an Award (other than an Option or SAR) to be granted to an
Eligible Person should qualify as "performance-based compensation" for purposes
of Section 162(m) of the Code, the grant, vesting, exercise and/or settlement of
such Award (each, a "Performance Award") shall be contingent upon achievement of
preestablished performance goals and other terms set forth in this Section 7(a).

            (i) Performance Goals Generally. The performance goals for such
Performance Awards shall consist of one or more business criteria and a targeted
level or levels of performance with respect to each of such criteria, as
specified by the Committee consistent with this Section 7(a). The performance
goals shall be objective and shall otherwise meet the requirements of Section
162(m) of the Code and regulations thereunder (including Treasury Regulation
1.162-27 and successor regulations thereto), including the requirement that the
level or levels of performance targeted by the Committee result in the
achievement of performance goals being "substantially uncertain." The Committee
may determine that such Performance Awards shall be granted, vested, exercised
and/or settled upon achievement of any one performance goal or that two or more
of the performance goals must be achieved as a condition to grant, vesting,
exercise and/or settlement of such Performance Awards. Performance goals may
differ for Performance Awards granted to any one Participant or to different
Participants.

            (ii) Business Criteria. One or more of the following business
criteria for the Company, on a consolidated basis, and/or for specified
Subsidiaries or Affiliates or other business units or lines of business of the
Company shall be used by the Committee in establishing performance goals for
such Performance Awards: (1) earnings per share (basic or fully diluted); (2)
revenues; (3) earnings, before or after taxes, from operations (generally or
specified operations), or before or after interest expense, depreciation,
amortization, incentives, or extraordinary or special items; (4) cash flow, free
cash flow, cash flow return on investment (discounted or otherwise), net cash
provided by operations, or cash flow in excess of cost of capital; (5) return on
net assets, return on assets, return on investment, return on capital, return on
equity; (6) economic value added; (7) operating margin or operating expense; (8)
net income; (9) Share price or total stockholder return; and (10) strategic
business criteria, consisting of one or more objectives based on meeting
specified market penetration, geographic business expansion goals, facility
construction or completion goals, geographic facility relocation or completion
goals, cost targets, customer satisfaction, supervision of litigation or
information technology, and goals relating to acquisitions or divestitures of
Subsidiaries, Affiliates or joint ventures. The targeted level or levels of
performance with respect to such business criteria may be established at such
levels and in such terms as the Committee may determine, in its discretion,
including in absolute terms, as a goal relative to performance in prior periods,
or as a goal compared to the performance of one or more comparable companies or
an index covering multiple companies.

            (iii) Performance Period; Timing for Establishing Performance Goals;
Per-Person Limit. Achievement of performance goals in respect of such
Performance Awards shall

                                       11
<PAGE>

      be measured over a performance period, as specified by the Committee. A
      performance goal shall be established not later than the earlier of (A) 90
      days after the beginning of any performance period applicable to such
      Performance Award or (B) the time 25% of such performance period has
      elapsed. In all cases, the maximum Performance Award of any Participant
      shall be subject to the limitation set forth in Section 4(b).

                  (iv) Settlement of Performance Awards; Other Terms. Settlement
      of such Performance Awards shall be in cash, Shares, other Awards or other
      property, in the discretion of the Committee. The Committee may, in its
      discretion, reduce the amount of a settlement otherwise to be made in
      connection with such Performance Awards, but may not exercise discretion
      to increase any such amount payable to the Participant in respect of a
      Performance Award subject to this Section 7(a). Any settlement which
      changes the form of payment from that originally specified shall be
      implemented in a manner such that the Performance Award and other related
      Awards do not, solely for that reason, fail to qualify as
      "performance-based compensation" for purposes of Section 162(m) of the
      Code. The Committee shall specify the circumstances in which such
      Performance Awards shall be paid or forfeited in the event of Termination
      of Service of the Participant or other event (including a Change of
      Control) prior to the end of a performance period or settlement of such
      Performance Awards.

            (b) Written Determinations. Determinations by the Committee as to
      the establishment of performance goals, the amount potentially payable in
      respect of Performance Awards, the level of actual achievement of the
      specified performance goals relating to Performance Awards and the amount
      of any final Performance Award shall be recorded in writing in the case of
      Performance Awards intended to qualify under Section 162(m) of the Code.
      Specifically, the Committee shall certify in writing, in a manner
      conforming to applicable regulations under Section 162(m), prior to
      settlement of each such Award, that the performance objective relating to
      the Performance Award and other material terms of the Award upon which
      settlement of the Award was conditioned have been satisfied.

            8. Change in Control Provisions.

            (a) Impact of Event. Notwithstanding any other provision of the Plan
      to the contrary, in the event of a Change in Control:

                  (i) All Stock Options and Stock Appreciation Rights
outstanding as of the date such Change in Control occurs shall become fully
vested and exercisable.

                  (ii) The restrictions and other conditions applicable to any
Restricted Shares, Restricted Share Units, Performance Shares, Performance Units
or Other Share-Based Awards, including vesting requirements, shall lapse, and
such Awards shall become free of all restrictions and fully vested.

                  (iii) The value of all outstanding Stock Options, Stock
Appreciation Rights, Restricted Shares, Restricted Share Units, Performance
Shares, Performance Units and Other Share-Based Awards shall, unless otherwise
determined by the Committee at or after grant, be cashed out on the basis of the
"Change in Control Price," as defined in Section 8(b), as of the date such
Change in Control occurs.

                  (iv) Any Awards of Performance Shares or Performance Units
relating to a Performance Period in which the Change in Control occurs that have
been earned but not paid shall become immediately payable in cash. In addition,
each Participant who has been awarded an Award for a Performance Period in which
the Change in Control occurs shall be deemed to have earned a pro rata Award
equal to the product of (A) such Participant's maximum award opportunity for
such Performance Period

                                       12
<PAGE>

and (B) a fraction, the numerator of which is the number of full or partial
months that have elapsed since the beginning of such Performance Period to the
date on which the Change in Control occurs, and the denominator of which is the
total number of months in such Performance Period.

            (b) Definition of Change in Control Price. Unless the Committee
determines otherwise, "Change in Control Price" means the value of the
consideration paid to holders of shares of Common Stock for such Common Stock in
connection with a Change in Control transaction (or, if no consideration is paid
in connection with a Change in Control transaction, the Fair Market Value of a
share of Common Stock immediately prior to a Change in Control), except that, in
the case of Incentive Stock Options, such price shall be based only on
transactions reported for the date on which such Incentive Stock Options are
cashed out.

            (c) In the event of any conflict between this Section 8, the
definition of Change in Control set forth in Section 2(f) hereof, and other
provisions pertaining to a Change in Control that may be set forth in any Award
Agreement, the provisions contained in the Award Agreement shall control.

            9. General Provisions.

            (a) Compliance with Legal and Trading Requirements. The Plan, the
granting and exercising of Awards thereunder, and the other obligations of the
Company under the Plan and any Award Agreement, shall be subject to all
applicable federal, state and foreign laws, rules and regulations, and to such
approvals by any stock exchange, regulatory or governmental agency as may be
required. The Company, in its discretion, may postpone the issuance or delivery
of Shares under any Award until completion of such stock exchange or market
system listing or registration or qualification of such Shares or other required
action under any state, federal or foreign law, rule or regulation as the
Company may consider appropriate, and may require any Participant to make such
representations and furnish such information as it may consider appropriate in
connection with the issuance or delivery of Shares in compliance with applicable
laws, rules and regulations. No provisions of the Plan shall be interpreted or
construed to obligate the Company to register any Shares under federal, state or
foreign law. The Shares issued under the Plan may be subject to such other
restrictions on transfer as determined by the Committee.

            (b) No Right to Continued Employment or Service. Neither the Plan
nor any action taken thereunder shall be construed as giving any employee,
consultant or director the right to be retained in the employ or service of the
Company or any of its Subsidiaries or Affiliates, nor shall it interfere in any
way with the right of the Company or any of its Subsidiaries or Affiliates to
terminate any employee's, consultant's or director's employment or service at
any time.

            (c) Taxes. The Company or any Subsidiary or Affiliate is authorized
to withhold from any Award granted, or any payment relating to an Award under
the Plan, including from a distribution of Shares, or any payroll or other
payment to an Eligible Person, amounts of withholding and other taxes due in
connection with any transaction involving an Award, and to take such other
action as the Committee may deem advisable to enable the Company and Eligible
Persons to satisfy obligations for the payment of withholding taxes and other
tax obligations relating to any Award. This authority shall include authority to
withhold or receive Shares or other property and to make cash payments in
respect thereof in satisfaction of an Eligible Person's tax obligations. Any
withholding of shares or other purchase of shares to allow an Eligible Person to
satisfy tax obligations shall be limited to the amount which the Company
determines may be so withheld or repurchased without subjecting the Plan or any
portion thereof to variable accounting.

                                       13
<PAGE>

            (d) Changes to the Plan and Awards. The Board may amend, alter,
suspend, discontinue, or terminate the Plan or the Committee's authority to
grant Awards under the Plan without the consent of shareholders of the Company
or Participants, except that any such amendment or alteration as it applies to
ISOs shall be subject to the approval of the Company's shareholders to the
extent such shareholder approval is required under Section 422 of the Code and
any such amendment or alteration shall be subject to the approval of the
Company's shareholders to the extent such approval is required under the rules
of any stock exchange or automated quotation system on which the Shares may then
be listed or quoted; provided, however, that, without the consent of an affected
Participant, no amendment, alteration, suspension, discontinuation, or
termination of the Plan may materially and adversely affect the rights of such
Participant under any Award theretofore granted to him or her. The Committee may
waive any conditions or rights under, amend any terms of, or amend, alter,
suspend, discontinue or terminate, any Award theretofore granted, prospectively
or retrospectively; provided, however, that, without the consent of a
Participant, no amendment, alteration, suspension, discontinuation or
termination of any Award may materially and adversely affect the rights of such
Participant under any Award theretofore granted to him or her.

            (e) No Rights to Awards; No Shareholder Rights. No Eligible Person
or employee shall have any claim to be granted any Award under the Plan, and
there is no obligation for uniformity of treatment of Eligible Persons and
employees. No Award shall confer on any Eligible Person any of the rights of a
shareholder of the Company unless and until Shares are duly issued or
transferred to the Eligible Person in accordance with the terms of the Award.

            (f) Unfunded Status of Awards. The Plan is intended to constitute an
"unfunded" plan for incentive compensation. With respect to any payments not yet
made to a Participant pursuant to an Award, nothing contained in the Plan or any
Award shall give any such Participant any rights that are greater than those of
a general creditor of the Company; provided, however, that the Committee may
authorize the creation of trusts or make other arrangements to meet the
Company's obligations under the Plan to deliver cash, Shares, other Awards, or
other property pursuant to any Award, which trusts or other arrangements shall
be consistent with the "unfunded" status of the Plan unless the Committee
otherwise determines with the consent of each affected Participant.

            (g) Nonexclusivity of the Plan. Neither the adoption of the Plan by
the Board nor its submission to the shareholders of the Company for approval
shall be construed as creating any limitations on the power of the Board to
adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of options and other awards otherwise than
under the Plan, and such arrangements may be either applicable generally or only
in specific cases.

            (h) Not Compensation for Benefit Plans. No Award payable under this
Plan shall be deemed salary or compensation for the purpose of computing
benefits under any benefit plan or other arrangement of the Company for the
benefit of its employees, consultants or directors unless the Company shall
determine otherwise.

            (i) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award. The Committee shall determine
whether cash, other Awards, or other property shall be issued or paid in lieu of
such fractional Shares or whether such fractional Shares or any rights thereto
shall be forfeited or otherwise eliminated.

            (j) Governing Law. The validity, construction, and effect of the
Plan, any rules and regulations relating to the Plan, and any Award Agreement
shall be determined in accordance with the laws of New York without giving
effect to principles of conflict of laws thereof.

                                       14
<PAGE>

            (k) Effective Date; Plan Termination. The Plan shall become
effective as of the Effective Date. The Plan shall terminate as to future awards
on the date which is ten (10) years after the Effective Date.

            (l) Titles and Headings. The titles and headings of the sections in
the Plan are for convenience of reference only. In the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.

                                       15