MARINE PRODUCTS CORPORATION

                       2001 EMPLOYEE STOCK INCENTIVE PLAN

SECTION 1.      PURPOSES; DEFINITIONS.

     The  purpose  of  the  Marine  Products  Corporation  2001  Employee  Stock
Incentive  Plan (the  "Plan")  is to enable  Marine  Products  Corporation  (the
"Company")  to attract,  retain and reward  directors  and key  employees of the
Company and its  Subsidiaries  and  Affiliates,  and strengthen the mutuality of
interests between such persons and the Company's shareholders,  by offering such
persons  performance-based  stock  incentives  and/or other equity  interests or
equity-based incentives in the Company, as well as performance-based  incentives
payable in cash.

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

     1. "Affiliate" means any entity other than the Company and its Subsidiaries
that is designated  by the Board as a  participating  employer  under this Plan,
provided  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 50% of
the ownership interests in such entity.

     2. "Board" means the Board of Directors of the Company.

     3.  "Book  Value"  means,   at  any  given  date,   (i)  the   consolidated
stockholders'  equity  in the  Company  and its  Subsidiaries,  as  shown on the
Company's  consolidated balance sheet as of the end of the immediately preceding
fiscal year,  subject to such  adjustments as the Committee  shall in good faith
specify at or after grant,  divided by (ii) the number of shares of  Outstanding
Stock as of such  year-end  date (as adjusted by the  Committee  for  subsequent
events).

     4. "Code" means the Internal  Revenue Code of 1986, as amended from time to
time, and any successor thereto.

     5. "Committee"  means the Committee  referred to in Section 2 of this Plan.
If at any time no  Committee  shall be in  office,  then  the  functions  of the
Committee  specified  in  this  Plan  may  be  exercised  by  the  Board  or the
Compensation Committee of the Board, as set forth in Section 2 hereof.

     6. "Company" means Marine  Products  Corporation,  a corporation  organized
under the laws of the State of Delaware, or any successor corporation.

     7. "Disability" means disability as determined under procedures established
by the Committee for purposes of this Plan and shall in all events be consistent
with the definition of "disabled" provided in Sections 422(c)(6) and 22(e)(3) of
the Code.


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     8. "Early  Retirement" means retirement with the express written consent of
the  Committee  (given for  purposes  of this Plan only at or before the time of
such retirement)  from active  employment with the Company and/or any Subsidiary
or Affiliate or pursuant to the early  retirement  provisions of the  applicable
pension plan of such entity.

     9. "Fair  Market  Value"  means,  as of any given  date,  unless  otherwise
determined by the Committee in good faith:

          (i) if the  Stock  is  listed  on an  established  stock  exchange  or
     exchanges,  or traded on the NASDAQ National Market System  ("NASDAQ/NMS"),
     the closing price of the Stock as listed thereon on the applicable  day, or
     if no sale of Stock has been made on any exchange or on  NASDAQ/NMS on that
     date, on the next preceding day on which there was a sale of Stock;

          (ii) if the Stock is not listed on an  established  stock  exchange or
     NASDAQ/NMS but is instead traded  over-the-counter,  the mean of the dealer
     "bid" and "ask" prices of the Stock in the  over-the-counter  market on the
     applicable  day, as  reported by the  National  Association  of  Securities
     Dealers, Inc.; or

          (iii)  if  the  Stock  is  not  listed  on  any   exchange  or  traded
     over-the-counter, the value determined in good faith by the Committee.

     10.  "Incentive  Stock  Option"  means any Stock  Option  designated  as an
"Incentive Stock Option" within the meaning of Section 422 of the Code.

     11. "Non-Employee  Director" shall have the meaning set forth in Rule 16b-3
as promulgated by the Securities and Exchange  Commission  ("Commission")  under
the  Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  or any
successor definition adopted by the Commission.

     12.  "Non-Qualified  Stock  Option"  means any Stock  Option that is not an
Incentive Stock Option.

     13. "Normal  Retirement"  means retirement from active  employment with the
Company and/or any Subsidiary or Affiliate on or after age 65.

     14. "Other  Stock-Based Award" means an award under Section 7 below that is
valued in whole or in part by reference to or is otherwise based on, Stock.

     15.  "Outstanding  Stock" shall  include all  outstanding  shares of Common
Stock,  $.10 par value, of the Company as well as the number of shares of Common
Stock into which then  outstanding  shares of capital  stock of the Company,  of
whatever  class,  are convertible as of the year-end  immediately  preceding the
date of calculation thereof (as adjusted by the Committee in accordance with the
terms hereof).

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     16. "Performance-Accelerated Restricted Stock" means Restricted Stock which
is  subject  to  restrictions  for a stated  period of time  based on  continued
employment,  with the  opportunity  for the  restriction  period to be shortened
based on the achievement of predetermined performance goals.

     17.  "Performance  Stock" means Stock  awarded under Section 7 below at the
end of a specified  performance  period,  the amount of which is  determined  by
multiplying a  performance  factor times either (i) the Fair Market Value of the
Stock on the last day of the performance  period, or (ii) the difference between
the Fair Market Value of the Stock on the first and last days of the performance
period, provided, however, that at the discretion of the Committee, participants
may receive the value of  Performance  Stock in cash, as determined by reference
to the Fair Market Value on the date the amount of the award is determined.

     18. "Performance Unit" means an award pursuant to Section 7 with a starting
value  and an  associated  performance  period,  such  that  at  the  end of the
performance  period  participants  receive an amount,  payable in either cash or
Stock,  at the  discretion  of the  Committee,  equal to (i) the number of units
earned based on a  predetermined  performance  schedule  times the starting unit
value,  or (ii) the number of units granted times the ending unit value based on
a predetermined performance schedule.

     19.  "Plan" means this Marine  Products  Corporation  2001  Employee  Stock
Incentive Plan, as hereafter amended from time to time.

     20. "Premium Stock Option" means any Stock Option with an exercise price in
excess of the Fair Market  Value,  as computed on the date of grant of the Stock
Option.

     21.  "Restricted  Stock" means Stock awarded under Section 7 below which is
(i)  subject to  restrictions  for a stated  period of time  based on  continued
employment,  (ii)  subject  to  restrictions  which  will  lapse  only  upon the
achievement  of  predetermined   performance   goals,  or  (iii)  subject  to  a
combination of the restrictions described in (i) and (ii) above.

     22. "Retirement" means Normal or Early Retirement.

     23.  "Stock"  means the  Common  Stock,  $.10 par value per  share,  of the
Company.

     24. "Stock Appreciation Right" means the right pursuant to an award granted
under Section 6 below to receive an amount in either cash or Stock, equal to the
difference  between the Fair  Market  Value of the Stock on the date of exercise
and the Fair Market Value of the Stock on the date of grant of the right.

     25. "Stock Option" or "Option" means any option to purchase shares of Stock
granted pursuant to Section 5 below.

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<PAGE>

     26.  "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 stock
possessing  100% of the total  combined  voting power of all classes of stock in
one of the other corporations in the chain.

SECTION 2.      ADMINISTRATION.

     This  Plan  shall be  administered  by a  Committee  of not  less  than two
Non-Employee  Directors,  who shall  serve at the  pleasure  of the Board,  such
Committee  to be  designated  by the  Board.  The  functions  of  the  Committee
specified in this Plan may be exercised by the Board if no Committee meeting the
requirements  of this Section 2 has been  designated  by the Board as having the
authority  to so  administer  this Plan and if a  resolution  to such  effect is
adopted by the Board after due  consideration  of the impact of such  resolution
upon the  status of this Plan  under  Rule  16b-3  promulgated  pursuant  to the
Exchange Act ("Rule 16b-3").

     The Committee shall have full authority to grant,  pursuant to the terms of
this Plan, to directors, officers and other key employees eligible under Section
4: (i) Stock Options,  including,  without limitation,  Incentive Stock Options,
Non-Qualified  Stock Options and Premium Stock Options,  (ii) Stock Appreciation
Rights,  and/or (iii) Other Stock-Based Awards,  including,  without limitation,
Restricted Stock,  Performance-Accelerated  Restricted Stock,  Performance Stock
and Performance Units.

     In particular, the Committee shall have the authority:

          (i) subject to Section 4 hereof, to select the directors, officers and
     other key employees of the Company or its  Subsidiaries  and  Affiliates to
     whom Stock  Options,  Stock  Appreciation  Rights and/or Other  Stock-Based
     Awards may from time to time be granted hereunder;

          (ii) to  determine  whether and to what extent  Stock  Options,  Stock
     Appreciation  Rights and/or Other  Stock-Based  Awards,  or any combination
     thereof, are to be granted hereunder to one or more eligible employees;

          (iii) to determine the number of shares of Stock to be covered by each
     such award granted hereunder;

          (iv) to determine the terms and conditions,  not inconsistent with the
     terms of this Plan,  of any award  granted  hereunder  (including,  but not
     limited  to, the share  price and any  restriction  or  limitation,  or any
     vesting,  acceleration or waiver of forfeiture  restrictions  regarding any
     Stock  Option or other award and/or the shares of Stock  relating  thereto,
     based in each case on such factors as the Committee shall determine, in its
     sole  discretion);

          (v) to determine whether and under what  circumstances  Stock Options,
     Stock Appreciation  Rights,  Performance Stock and Performance Units may be
     settled in cash;

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          (vi) to determine whether, to what extent and under what circumstances
     Stock Option  grants  and/or other awards under this Plan and/or other cash
     awards made by the Company are to be made,  and operate,  on a tandem basis
     vis-a-vis  other  awards under this Plan and/or cash awards made outside of
     this Plan, or on an additive basis; and

          (vii)  to   determine   whether,   to  what   extent  and  under  what
     circumstances  Stock and other  amounts  payable  with  respect to an award
     under this Plan shall be deferred either  automatically  or at the election
     of the participant  (including providing for and determining the amount (if
     any) of any deemed  earnings on any  deferred  amount  during any  deferral
     period).

     The  Committee  shall have the  authority  to adopt,  alter and repeal such
rules,  guidelines and practices  governing this Plan as it shall,  from time to
time, deem advisable; to interpret the terms and provisions of this Plan and any
award  issued  under this Plan (and any  agreements  relating  thereto);  and to
otherwise supervise the administration of this Plan.

     Except as otherwise specifically provided herein, all decisions made by the
Committee  pursuant  to the  provisions  of  this  Plan  shall  be  made  in the
Committee's  sole  discretion  and shall be final and  binding  on all  persons,
including the Company and all Plan participants.

SECTION 3.      STOCK SUBJECT TO PLAN.

     The total number of shares of Stock reserved and available for distribution
under this Plan shall be 1,500,000 shares.  Such shares may consist, in whole or
in part, of authorized and unissued shares or treasury shares.

     Subject to section  6(b)(iv)  below,  if any shares of Stock that have been
optioned  hereunder cease to be subject to a Stock Option, or if any such shares
of Stock that are subject to any Other  Stock-Based  Award granted hereunder are
forfeited or any such award otherwise terminates without a payment being made to
the  participant in the form of Stock,  such shares shall again be available for
distribution in connection with future awards under this Plan.

     In   the   event   of   any    merger,    reorganization,    consolidation,
recapitalization,  stock  dividends,  stock split or other  changes in corporate
structure  affecting  the Stock,  and  subject to Sections  5(k) and 5(m),  such
substitution  or  adjustment  shall be made in the  aggregate  number  of shares
reserved for issuance  under this Plan, in the number and option price of shares
subject  to  outstanding  Options  granted  under this Plan and in the number of
shares  subject to other  outstanding  awards  granted under this Plan as may be
determined to be appropriate by the Committee, in its sole discretion,  provided
that the number of shares  subject to any award shall always be a whole  number.
Such adjusted  option price shall be used to determine the amount payable by the
Company upon the exercise of any Stock  Appreciation  Right  associated with any
Stock Option.

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SECTION 4.      ELIGIBILITY.

     Directors,  officers  and  other  key  employees  of  the  Company  or  its
Subsidiaries  and Affiliates who are responsible for or contribute to the growth
and/or  profitability of the business of the Company and/or its Subsidiaries and
Affiliates  are eligible to be granted  awards under this Plan.  Notwithstanding
the foregoing,  Incentive  Stock Options may only be granted to employees of the
Company  and  any of its  Subsidiaries  or  Affiliates  that  are a  "subsidiary
corporation" (within the meaning of Section 424(f) of the Code). Furthermore, no
director who is not also an employee of the Company shall be eligible to receive
Incentive Stock Options.

SECTION 5.      STOCK OPTIONS.

     Stock Options may be granted alone,  in addition to or in tandem with other
awards granted under this Plan and/or cash awards made outside of this Plan. Any
Stock Option  granted under this Plan shall be in such form as the Committee may
from time to time approve.

     Stock Options  granted  under this Plan may be of two types:  (i) Incentive
Stock Options, and (ii) Non-Qualified Stock Options. Incentive Stock Options and
Non-Qualified  Stock  Options  may be issued as  Premium  Stock  Options  at the
discretion of the Board.

     Subject to the  restrictions  contained in Section 4 hereof  concerning the
grant of Incentive  Stock  Options,  the  Committee  shall have the authority to
grant to any optionee Incentive Stock Options,  Non-Qualified  Stock Options, or
both types of Stock  Options  (in each case with or without  Stock  Appreciation
Rights).  To the extent that the Fair Market Value of the shares with respect to
which Incentive Stock Options first become exercisable by an optionee during any
calendar  year  (under the Plan and any other  plans  granting  Incentive  Stock
Options  which are  established  by the  Company  or its  Subsidiaries)  exceeds
$100,000, such Options shall be treated as Non-Qualified Stock Options.

     Options granted under this Plan shall be subject to the following terms and
conditions  and  shall  contain  such  additional  terms  and  conditions,   not
inconsistent with the terms of this Plan, as the Committee shall deem desirable:

     (a) Option Price. The option price per share of Stock  purchasable  under a
Stock Option shall be determined by the Committee at the time of grant but shall
be (i) not less  than  100%  (or,  in the  case of an  employee  who owns  stock
possessing  more than 10% of the total  combined  voting power of all classes of
capital  stock  of  the  Company  or  of  any  of  its  Subsidiaries  or  parent
corporations,  not less  than  110%) of the Fair  Market  Value of the  Stock at
grant, in the case of Incentive Stock Options, and (ii) not less than 90% of the
Fair  Market  Value of the Stock at grant,  in the case of  Non-Qualified  Stock
Options.  Notwithstanding the foregoing, the Committee may grant Incentive Stock
Options or other options or awards  ("Spinoff  Grants") at less than Fair Market
Value to any employee who was  previously  employed by RPC, Inc.  ("RPC") or who
will be employed  by both RPC and the  Company to the extent the Spinoff  Grants
are  granted in  connection  with the  spinoff  of the  Company by RPC solely to
provide such employee with options or awards  equivalent in value to RPC options
or awards that terminated or were surrendered as a result of the spinoff.

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<PAGE>

     (b)  Option  Term.  The  term of each  Stock  Option  shall be fixed by the
Committee,  but no Stock Option  shall be exercised  more than ten years (or, in
the case of an  employee  who owns stock  possessing  more than 10% of the total
combined  voting  power of all  classes  of stock of the  Company  or any of its
subsidiary  or parent  corporations,  more than five  years)  after the date the
Option is granted.

     (c) Exercisability.  Stock Options shall be exercised at such time or times
and subject to such terms and conditions as shall be determined by the Committee
at or after grant; provided,  however, that, except as provided in Section 5(f),
5(g),  or 5(k),  and  except in the case of  Spinoff  Grants,  unless  otherwise
determined  by the  Committee  at or  after  grant,  no  Stock  Option  shall be
exercisable  until at least one year after the  granting of the  Option.  If the
Committee provides, in its sole discretion, that any Stock Option is exercisable
only  in  installments,  the  Committee  may  waive  such  installment  exercise
provisions  at any  time at or after  grant  in whole or in part,  based on such
factors as the Committee shall determine, in its sole discretion.

     (d) Method of Exercise. Subject to whatever installment exercise provisions
or other  restrictions  apply under Section 5(c), Stock Options may be exercised
in whole or in part at any time  during the  option  period,  by giving  written
notice  of  exercise  to the  Company  specifying  the  number  of  shares to be
purchased;  provided, however, that if exercised in part, a Stock Option may not
be  exercised  for fewer than 100 shares,  unless the  remaining  balance of the
Stock  Option is less than 100  shares,  in which  case the Stock  Option may be
exercised for the remaining balance.

     Such notice shall be accompanied by payment in full of the purchase  price,
either by cash or such  instrument as the Committee may accept.  Payment in full
or in part may also be made in the form of  unrestricted  Stock already owned by
the optionee for a period of at least six months,  based,  in each case,  on the
Fair Market  Value of the Stock on the date the option is  exercised,  unless it
shall be determined by the Committee, at or after grant, in its sole discretion,
that unrestricted Stock is not a permissible form of payment with respect to any
Stock Option or Options.

     No shares of Stock shall be issued  until full  payment  therefor  has been
made. An optionee  shall  generally have the rights to dividends or other rights
of a  shareholder  with  respect to shares  subject to the Stock Option when the
optionee has given written notice of exercise, has paid in full for such shares,
and, if requested, has given the representation described in Section 10(a).

     (e)  Non-Transferability  of Options. No Stock Option shall be transferable
by  the  optionee  otherwise  than  by  will  or by  the  laws  of  descent  and
distribution, and all Stock Options shall be exercisable,  during the optionee's
lifetime, only by the optionee.

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     (f)  Termination  by Death.  Subject  to  Section  5(k),  if an  optionee's
employment  by the Company  and/or any  Subsidiary  or Affiliate  terminates  by
reason of death,  any Stock  Option  held by such  optionee  may  thereafter  be
exercised to the extent such option was  exercisable  at the time of death or on
such  accelerated  basis as the Committee may determine at or after grant (or as
may be determined in accordance with  procedures  established by the Committee),
by the legal  representative  of the estate or by the  legatee  of the  optionee
under the will of the optionee, for a period of six months (or such other period
as the  Committee may specify at grant) from the date of such death or until the
expiration  of the stated  term of such Stock  Option,  whichever  period is the
shorter.

     (g)  Termination  by Reason of  Disability.  Subject to Section 5(k), if an
optionee's  employment  by  the  Company  and/or  any  Subsidiary  or  Affiliate
terminates by reason of  Disability,  any Stock Option held by such optionee may
thereafter  be exercised by the optionee or his/her  guardian,  to the extent it
was exercisable at the time of termination or on such  accelerated  basis as the
Committee may determine at or after grant (or as may be determined in accordance
with procedures established by the Committee), for a period of one year (or such
other  period as the  Committee  may  specify  at  grant)  from the date of such
termination  of  employment  or until the  expiration of the stated term of such
Stock Option, whichever period is the shorter;  provided,  however, that, if the
optionee dies within such one-year period (or such other period as the Committee
may specify at grant),  any unexercised Stock Option held by such optionee shall
thereafter  be  exercisable  only  pursuant  to  Section  5(f).  In the event of
termination  of  employment  by  Disability,   if  a  Stock  Option  theretofore
designated  as an Incentive  Stock Option is exercised  more than one year after
such  termination  of  employment,  such  Stock  Option  shall be  treated  as a
Non-Qualified Stock Option.

     (h)  Termination  by Reason of  Retirement.  Subject to Section 5(k), if an
optionee's  employment  by  the  Company  and/or  any  Subsidiary  or  Affiliate
terminates  by reason of Normal or Early  Retirement,  any Stock  Option held by
such optionee may be exercised by the optionee, to the extent it was exercisable
at the time of such Retirement,  for a period of three months, less one day, (or
such other period as the  Committee  may specify at grant) from the date of such
termination,  or the  expiration  of the  stated  term  of  such  Stock  Option,
whichever period is the shorter;  provided,  however,  that if the optionee dies
within  such  three-month,  less one day,  period (or such  other  period as the
Committee  may  specify at grant),  any  unexercised  Stock  Option held by such
optionee shall  thereafter be exercisable  only pursuant to Section 5(f). In the
event of termination of employment by Retirement,  if a Stock Option theretofore
designated as an Incentive  Stock Option is exercised more than three (3) months
after such  termination of  employment,  such Stock Option shall be treated as a
Non-Qualified Stock Option.

     (i) Other  Termination.  Unless  otherwise  determined by the Committee (or
pursuant to procedures  established by the  Committee) at or after grant,  if an
optionee's  employment  by  the  Company  and/or  any  Subsidiary  or  Affiliate
terminates  for any  reason  other  than  death,  Disability  or Normal or Early
Retirement,  as in the  case  of  voluntary  resignation  of  employment  by the
optionee,  the Stock Option shall  thereupon  terminate and shall be immediately
forfeited, regardless of its vesting status.

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     (j) Buyout Provisions. The Committee may at any time offer to buy out for a
payment in cash or Stock a Stock Option previously granted,  based on such terms
and conditions as the Committee  shall establish and communicate to the optionee
at the time that such offer is made.

     (k) Certain Recapitalizations. In general, if the Company is merged into or
consolidated with another  corporation under  circumstances in which the Company
is not the surviving corporation,  or if the Company is liquidated,  or sells or
otherwise  disposes of  substantially  all of its assets to another  corporation
(any  such  merger,  consolidation,  etc.  being  hereinafter  referred  to as a
"Non-Acquiring  Transaction")  while  unexercised  Options are outstanding under
this Plan,  after the effective date of a Non-Acquiring  Transaction each holder
of an  outstanding  Option shall be entitled,  upon exercise of such Option,  to
receive such stock or other securities as the holders of the same class of stock
as those  shares  subject to the  Option  shall be  entitled  to receive in such
Non-Acquiring  Transaction  based upon the agreed upon  conversion  ratio or per
share distribution.  However, in the discretion of the Board of Directors, after
giving due consideration to the impact on the optionee, if any, pursuant to Rule
16b-3,  any limitations on  exercisability  of Options may be waived so that all
Options, from and after a date prior to the effective date of such Non-Acquiring
Transaction shall be exercisable in full. Furthermore,  in the discretion of the
Board of  Directors,  the right to  exercise  may be given to each  holder of an
Option during a 30-day period preceding the effective date of such Non-Acquiring
Transaction. Any outstanding Options not exercised within such 30-day period may
be  cancelled by the Board of  Directors  as of the  effective  date of any such
Non-Acquiring  Transaction.  To the extent that the foregoing adjustments relate
to stock or securities  of the Company,  such  adjustments  shall be made by the
Board of Directors,  whose determination in that respect shall be final, binding
and conclusive. The Committee need not treat all optionees and/or Options in the
same manner.

     (l)  Subdivision  or  Consolidation.  Except  as set  forth  in this  Plan,
optionees shall have no rights by reason of any subdivision or  consolidation of
shares of stock of any class or the  payment of any stock  dividend or any other
increase  or decrease in the number of shares of stock of any class or by reason
of any dissolution, liquidation, merger, or consolidation or spinoff of stock of
another corporation, and no issue by the Company of shares of stock of any class
shall affect, and no adjustment by reason thereof shall be made with respect to,
the  number or price of shares  subject  to the Stock  Option.  The grant of any
Stock  Option  pursuant  to this Plan  shall not  affect in any way the right or
power of the Company to make adjustments, reclassifications,  reorganizations or
changes of its capital or business structure or to merge or to consolidate or to
dissolve,  liquidate or sell,  or to transfer all or any part of its business or
assets.

     (m) Fractional Share. If any adjustment  referred to herein shall result in
a fractional  share for any  optionee  under any Stock  Option  hereunder,  such
fraction shall be completely disregarded and the optionee shall only be entitled
to the whole number of shares resulting from such adjustment.



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     (n)  Compliance  with  Section  422.  Unless  otherwise  determined  by the
Committee  with the consent of the optionee,  any Option  granted  hereunder and
designated  as  an  Incentive  Stock  Option  shall  comply  with  all  relevant
provisions  of Section 422 of the Code;  provided,  however,  that to the extent
that any such Option which is designated as an Incentive Stock Option  hereunder
fails for any reason to comply  with the  provisions  of Section 422 it shall be
treated as a Non-Qualified Stock Option.

SECTION 6.      STOCK APPRECIATION RIGHTS.

     (a) Grant and Exercise.  Stock Appreciation Rights may be granted alone, in
addition to or in tandem with all or part of any other award  granted under this
Plan. In the case of a  Non-Qualified  Stock  Option,  such tandem rights may be
granted  either at or after the time of the grant of such Stock  Option.  In the
case of an Incentive Stock Option, such tandem rights may be granted only at the
time of the grant of such Stock Option.

     A Stock  Appreciation Right or applicable portion thereof granted in tandem
with a given Stock Option shall terminate and no longer be exercisable  upon the
termination or exercise of the related Stock Option,  subject to such provisions
as the  Committee  may  specify  at grant  where a Stock  Appreciation  Right is
granted with respect to less than the full number of shares covered by a related
Stock Option.

     A Stock  Appreciation  Right may be exercised  by an  optionee,  subject to
Section 6(b), in accordance with the procedures established by the Committee for
such purpose.  Upon such exercise,  the optionee shall be entitled to receive an
amount  determined in the manner prescribed in Section 6(b). Stock Options which
were issued in tandem with exercised Stock  Appreciation  Rights shall no longer
be  exercisable  to the extent that the related Stock  Appreciation  Rights have
been exercised.

     (b) Terms and  Conditions.  Stock  Appreciation  Rights shall be subject to
such terms and conditions, not inconsistent with the provisions of this Plan, as
shall be determined from time to time by the Committee, including the following:

          (i) Except as set forth  below,  the term of each  Stock  Appreciation
     Right shall be fixed by the Committee, but no such Stock Appreciation Right
     shall be exercised more than ten years after the date it is granted.  Stock
     Appreciation   Rights  granted  in  tandem  with  Stock  Options  shall  be
     exercisable  only at such  time or times and to the  extent  that the Stock
     Options to which they relate shall be  exercisable  in accordance  with the
     provisions  of Section 5 and this  Section 6 whenever the Fair Market Value
     of the Stock  exceeds the option  price per share  specified in the related
     Stock Option.

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<PAGE>

          (ii) Stock  Appreciation  Rights  shall be  exercised  at such time or
     times and subject to such terms and  conditions  as shall be  determined by
     the Committee at or after grant;  provided however, that except as provided
     in Section 5(f), 5(g), or 5(k), as incorporated  herein by Section 6(b)(vi)
     below,  unless otherwise  determined by the Committee at or after grant, no
     Stock Appreciation Right shall be exercisable until at least one year after
     its date of grant. If the Committee provides, in its sole discretion,  that
     any Stock  Appreciation  Right is  exercisable  only in  installments,  the
     Committee may waive such installment  exercise provisions at any time at or
     after  grant in whole or in part,  based on such  factors as the  Committee
     shall  determine  in its  sole  discretion.  Upon the  exercise  of a Stock
     Appreciation Right, a participant shall be entitled to receive an amount in
     cash  and/or  shares of Stock  equal in value to the excess of Fair  Market
     Value of the Stock on the date of exercise  over the Fair  Market  Value of
     the  Stock  on the  date  of  grant  multiplied  by  the  number  of  Stock
     Appreciation  Rights  exercised,  with the  Committee  having  the right to
     determine  the form of payment.  Subject to whatever  installment  exercise
     provisions or other restrictions apply hereunder, Stock Appreciation Rights
     may be exercised in whole or in part at any time during the term thereof by
     giving written  notice of exercise to the Company  specifying the number of
     rights to be exercised.

          (iii)  No  Stock   Appreciation  Right  shall  be  transferable  by  a
     participant  otherwise  than  by  will  or  by  the  laws  of  descent  and
     distribution,  and all  Stock  Appreciation  Rights  shall be  exercisable,
     during the participant's lifetime, only by the participant.

          (iv) Upon the exercise of a tandem Stock Appreciation Right, the Stock
     Option or part  thereof to which such Stock  Appreciation  Right is related
     shall be deemed to have been  exercised  for the purpose of the  limitation
     set forth in  Section 3 of this Plan on the number of shares of Stock to be
     issued  under  this  Plan,  but only to the  extent of the number of shares
     issued under the Stock  Appreciation Right at the time of exercise based on
     the value of the Stock Appreciation Right at such time.

          (v) Stock  Appreciation  Rights issued in tandem with Incentive  Stock
     Options  shall  contain  such terms and  conditions  as the  Committee  may
     determine to be necessary  for the  qualification  of the  Incentive  Stock
     Options.

          (vi)  Sections  5(f)-(m)  hereof  shall  apply  equally  to all  Stock
     Appreciation  Rights  granted  pursuant to this Plan, as if each  reference
     therein  to  a  "Stock   Option"  was  instead  a  reference  to  a  "Stock
     Appreciation Right."

SECTION 7.      OTHER STOCK-BASED AWARDS.

     (a) Administration.  Other awards of Stock and other awards that are valued
in whole or in part by reference  to, or are  otherwise  based on, Stock ("Other
Stock-Based   Awards"),   including,   without  limitation,   Restricted  Stock,
Performance-Accelerated  Restricted Stock,  Performance Stock, Performance Units
and Stock  awards or options  valued by  reference  to Book Value or  Subsidiary
performance,  may be granted  either  alone or in  addition to or in tandem with
Stock Options or Stock  Appreciation  Rights granted under this Plan and/or cash
awards made outside of this Plan.

     Subject to the provisions of this Plan, the Committee  shall have authority
to  determine  the  persons to whom and the time or times at which  such  awards
shall be made,  the  number of shares of Stock to be  awarded  pursuant  to such
awards,  and all other conditions of the awards.  The Committee may also provide
for the grant of Stock upon the completion of a specified  performance period or
event.

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<PAGE>

     The  provisions  of Other  Stock-Based  Awards  need  not be the same  with
respect to each recipient.

     (b) Terms and Conditions.  Other  Stock-Based  Awards made pursuant to this
Section 7 shall be subject to the following terms and conditions:

          (i)  Subject to the  provisions  of this Plan and the award  agreement
     referred to in Section 7(b)(v) below,  Other Stock-Based  Awards and shares
     subject to such awards made under this Section 7 may not be sold, assigned,
     transferred,  pledged  or  otherwise  encumbered,  in the case of shares of
     Stock,  prior to the date on which the shares are issued, or, if later, the
     date on which any applicable  restriction,  performance or deferral  period
     lapses, and in all other cases, not at all.

          (ii) Subject to the  provisions  of this Plan and the award  agreement
     and unless otherwise determined by the Committee at grant, the recipient of
     an award under this Section 7 shall be entitled to receive, currently or on
     a deferred basis, as determined by the Committee,  interest or dividends or
     interest  or  dividend  equivalents  with  respect  to the number of shares
     covered  by the  award,  as  determined  at the  time of the  award  by the
     Committee, in its sole discretion,  and the Committee may provide that such
     amounts  (if any)  shall be deemed to have been  reinvested  in  additional
     Stock or otherwise reinvested.

          (iii) Any award under this Section 7 and any Stock covered by any such
     award  shall vest or be  forfeited  to the extent so  provided in the award
     agreement, as determined by the Committee, in its sole discretion.

          (iv) In the  event  of the  participant's  Retirement,  Disability  or
     death, and in other  instances,  the Committee may, in its sole discretion,
     waive  in  whole  or in  part  any or all  of  the  remaining  limitations,
     performance  requirements or restrictions  imposed (if any) with respect to
     any or all of an award under this Section 7 and/or  accelerate  the payment
     of cash or Stock pursuant to any such award.

          (v) Each award under this Section 7 shall be confirmed by, and subject
     to the terms of, an agreement or other  instrument  executed by the Company
     and by the participant.

          (vi) Stock (including  securities  convertible into Stock) issued on a
     bonus basis under this Section 7 may be issued for no cash consideration.

          (vii)  Other  Stock-Based   Awards,  to  the  extent  they  constitute
     derivative  securities  for purposes of Section 16 of the Exchange Act, and
     are owned by persons who are subject to Section  16(b) of the Exchange Act,
     shall be  transferable  only when and to the extent a Stock Option would be
     transferable  under Section 5(e) of this Plan.  The Committee may also take
     into account  other  provisions  contained in the Exchange Act or which are
     promulgated pursuant thereto.

                                       12
<PAGE>

          (viii) Unless otherwise determined by the Committee at or after grant,
     if a  participant's  employment  by the Company  and/or any  Subsidiary  or
     Affiliate  terminates by reason of death or Disability,  a pro rata portion
     of the  restrictions  pertaining to continued  employment on any Restricted
     Stock will lapse,  based on the number of full months the  participant  was
     employed  during the  restriction  period  divided  by the total  number of
     months  in the  restriction  period.  All  such  pro  rata  awards  will be
     determined  and  distributed  at such time as awards are paid to other Plan
     participants. (ix) Unless otherwise determined by the Committee at or after
     grant, if a  participant's  employment by the Company and/or any Subsidiary
     or  Affiliate  terminates  by  reason  of  Normal  Retirement,  all  of the
     restrictions  pertaining to continued  employment on any  Restricted  Stock
     will lapse.  Any such award will be determined and distributed at such time
     as awards are paid to other Plan participants.

          (x) Unless otherwise determined by the Committee at or after grant, if
     a  participant's  employment  by  the  Company  and/or  any  Subsidiary  or
     Affiliate  terminates by reason of death or  Disability,  the estate of the
     participant  or the  participant,  as  applicable,  will receive a pro rata
     portion of the payment or Stock the  participant  would have  received  for
     Performance Stock or Performance  Units, based on the number of full months
     in the performance  period prior to the participant's  death or Disability,
     divided by the total number of months in the performance  period.  All such
     pro rata payments will be determined and distributed at such time as awards
     are paid to other Plan participants.

          (xi) Unless  otherwise  determined by the Committee at or after grant,
     if a  participant's  employment  by the Company  and/or any  Subsidiary  or
     Affiliate  terminates  by  reason  of Early  Retirement  and if such  Early
     Retirement  occurs  before  age 65 and  before  completion  of 10  years of
     service with the Company and/or a Subsidiary or Affiliate subsequent to the
     date of grant of  Restricted  Stock or  Performance-Accelerated  Restricted
     Stock,  all such Restricted  Stock and  Performance-Accelerated  Restricted
     Stock will be forfeited by the  participant.  In addition,  in the event of
     Normal or Early  Retirement  before the end of the  performance  period for
     Performance  Stock or  Performance  Units,  no awards  will be paid  unless
     specifically approved by the Committee on a case-by-case basis.

          (xii) Unless  otherwise  determined  by the  Committee (or pursuant to
     procedures   established  by  the  Committee)  at  or  after  grant,  if  a
     participant's  employment by the Company and/or any Subsidiary or Affiliate
     terminates  for any reason other than death,  Disability or Normal or Early
     Retirement,  as in the case of voluntary  resignation  of employment by the
     participant, all Other Stock-Based Awards shall be immediately forfeited.

          (xiii) The Committee may at any time offer to buy out for a payment in
     cash or Stock an Other Stock-Based Award previously granted,  based on such
     terms and conditions as the Committee  shall  establish and  communicate to
     the participant at the time that such offer is made.

                                       13
<PAGE>

          (xiv)  Except as set forth in this  Plan,  participants  shall have no
     rights by reason of any subdivision or  consolidation of shares of stock of
     any class or the  payment of any stock  dividend  or any other  increase or
     decrease  in the number of shares of stock of any class or by reason of any
     dissolution,  liquidation, merger, or consolidation or spin-off of stock of
     another corporation,  and no issue by the Company of shares of stock of any
     class shall affect,  and no adjustment by reason thereof shall be made with
     respect to, the number or price of shares subject to any Other  Stock-Based
     Award. The grant of any Other Stock-Based Award pursuant to this Plan shall
     not  affect  in any  way  the  right  or  power  of  the  Company  to  make
     adjustments,  reclassifications,  reorganizations or changes of its capital
     or  business  structure  or to  merge  or to  consolidate  or to  dissolve,
     liquidate  or  sell,  or to  transfer  all or any part of its  business  or
     assets.

SECTION 8.      AMENDMENTS AND TERMINATION.

     The Board may  amend,  alter,  or  discontinue  this Plan,  but,  except as
otherwise provided herein, no amendment, alteration, or discontinuation shall be
made which would impair the rights of an optionee or  participant  under a Stock
Option, Stock Appreciation Right or Other Stock-Based Award theretofore granted,
without the optionee's or participant's  consent, or which, without the approval
of the Company's stockholders, would:

     (a) materially  increase the benefits  accruing to participants  under this
Plan;

     (b) materially  increase the number of securities which may be issued under
this Plan; or

     (c) materially  modify the requirements as to eligibility for participation
in this Plan.

     The  Committee  may  amend the  terms of any  Stock  Option or other  award
theretofore granted,  prospectively or retroactively,  but, subject to Section 3
above,  no such  amendment  shall  impair the rights of any holder  without  the
holder's  consent.  The  Committee  may also  substitute  new Stock  Options for
previously  granted Stock  Options (on a one for one or other basis),  including
previously granted Stock Options having higher option exercise prices.

     Subject to the above  provisions,  the Board shall have broad  authority to
amend this Plan to take into account  changes in applicable  securities  and tax
laws and accounting rules, as well as other developments.

SECTION 9.      UNFUNDED STATUS OF PLAN.

     This Plan is intended to constitute  an  "unfunded"  plan for incentive and
deferred  compensation.  With  respect  to  any  payments  not  yet  made  to  a
participant or optionee by the Company,  nothing contained herein shall give any
such participant or optionee any rights that are greater than those of a general
creditor of the Company. In its sole discretion, the Committee may authorize the
creation of trusts or other  arrangements to meet the obligations  created under
this Plan to  deliver  Stock or  payments  in lieu of or with  respect to awards
hereunder;  provided,  however,  that, unless the Committee otherwise determines
with the consent of the affected  participant,  the  existence of such trusts or
other arrangements is consistent with the "unfunded" status of this Plan.

                                       14
<PAGE>

SECTION 10.     GENERAL PROVISIONS.

     (a) The Company shall not be obligated to sell or issue any shares pursuant
to any  Option  unless  the  shares  with  respect  to which the Option is being
exercised are at the time  effectively  registered  or exempt from  registration
under the Securities Act of 1933, as amended (the "1933 Act"). The Company shall
have no  obligation  to  register  pursuant  to the 1933 Act any shares of Stock
issued  pursuant to this Plan. The Committee may require each person  purchasing
shares pursuant to a Stock Option or other award under this Plan to represent to
and agree with the  Company in  writing  that the  optionee  or  participant  is
acquiring the shares for investment and without a view to distribution  thereof.
The  certificates  for such shares may include  any legend  which the  Committee
deems appropriate to reflect any restrictions on transfer.

     All certificates  for shares of Stock or other  securities  delivered under
this Plan shall be subject to such  conditions,  stop-transfer  orders and other
restrictions as the Committee may deem advisable  under the rules,  regulations,
and other  requirements  of the  Securities and Exchange  Commission,  any stock
exchange  upon which the Stock is then  listed,  and any  applicable  federal or
state  securities law, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions.

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

     (c) The  adoption  of this Plan shall not confer  upon any  employee of the
Company or of any Subsidiary or Affiliate any right to continued employment with
the  Company  or a  Subsidiary  or  Affiliate,  as the case may be, nor shall it
interfere in any way with the right of the Company or a Subsidiary  or Affiliate
to terminate the employment of any of its employees at any time.

     (d) No later than the date as of which an amount first  becomes  includable
in the gross income of the  participant  for federal  income tax  purposes  with
respect to the exercise of any Option or Stock  Appreciation  Right or any award
under this Plan, the participant shall pay to the Company,  or make arrangements
satisfactory to the Committee  regarding the payment of, any federal,  state, or
local  taxes of any kind  required by law to be  withheld  with  respect to such
amount.  The  obligations of the Company under this Plan shall be conditional on
such payment or arrangements, and the Company and its Subsidiaries or Affiliates
shall,  to the extent  permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the participant.

     (e) The actual or deemed reinvestment of dividends or dividend  equivalents
in additional  types of Plan awards at the time of any dividend payment shall be
permissible only if sufficient shares of Stock are available under Section 3 for
such reinvestment, taking into account other Plan awards then outstanding.

                                       15
<PAGE>

     (f) This Plan and all awards  made and  actions  taken  hereunder  shall be
governed by and construed in accordance  with the Delaware  General  Corporation
Law, to the extent  applicable,  and in accordance with the laws of the State of
Georgia in all other respects.

     (g) The value of awards made pursuant to this Plan shall not be included as
part of the  definition  of "cash  compensation"  in  connection  with any other
benefit offered by the Company.

SECTION 11.     EFFECTIVE DATE OF PLAN.

     This Plan shall be effective as of January __, 2001.

SECTION 12.     TERM OF PLAN.

     No Stock Option,  Stock Appreciation Right or Other Stock-Based Award shall
be  granted  pursuant  to this  Plan on or after the  tenth  anniversary  of the
effective date of this Plan, but awards granted prior to such tenth  anniversary
may extend beyond that date.



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