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                                                                   Exhibit 10.15







                              AUTOTOTE CORPORATION
              -----------------------------------------------------

                  1997 INCENTIVE COMPENSATION PLAN, AS AMENDED


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                                                                            PAGE

  1. Purpose...........................................................     1

  2. Definitions.......................................................     1

  3. Administration....................................................     3
     (a) Authority of the Committee....................................     3
     (b) Manner of Exercise of Committee Authority.....................     3
     (c) Limitation of Liability.......................................     4

  4. Limitations on Plan Awards........................................     4
     (a) Overall Number of Shares Available for Delivery...............     4
     (b) Application of Limitation to Grants of Awards.................     4
     (c) Availability of Shares Not Delivered under Awards ............     4

  5. Eligibility; Per-Person Award Limitations.........................     5

  6. Specific Terms of Awards..........................................     5
     (a) General.......................................................     5
     (b) Options.......................................................     5
     (c) Stock Appreciation Rights.....................................     6
     (d) Restricted Stock..............................................     6
     (e) Deferred Stock................................................     7
     (f) Bonus Stock and Awards in Lieu of Obligations.................     8
     (g) Dividend Equivalents..........................................     8
     (h) Other Stock-Based Awards......................................     8
     (i) Performance Goals Applicable to Designated Covered Employees..     8

  7. Certain Provisions Applicable to Awards...........................    10
     (a) Stand-Alone, Additional, Tandem, and Substitute Awards .......    10
     (b) Term of Awards................................................    10
     (c) Form and Timing of Payment under Awards; Deferrals ...........    10
     (d) Exemptions from Section 16(b) Liability.......................    11

  8. Change in Control.................................................    11
     (a) Effect of "Change in Control".................................    11
     (b) Definition of "Change in Control".............................    11
     (c) Definition of "Change in Control Price" ......................    12

  9. General Provisions................................................    12
     (a) Compliance with Legal and Other Requirements..................    12
     (b) Limits on Transferability; Beneficiaries......................    12
     (c) Adjustments...................................................    13
     (d) Taxes.........................................................    13
     (e) Changes to the Plan and Awards................................    13
     (f) Limitation on Rights Conferred under Plan.....................    14
     (g) Unfunded Status of Awards; Creation of Trusts.................    14
     (h) Nonexclusivity of the Plan....................................    14
     (i) Payments in the Event of Forfeitures; Fractional Shares ......    15
     (j) Governing Law.................................................    15
     (k) Plan Effective Date...........................................    15


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                              AUTOTOTE CORPORATION

                  1997 INCENTIVE COMPENSATION PLAN, AS AMENDED

     1. PURPOSE. The purpose of this 1997 Incentive Compensation Plan (the
"Plan") is to assist Autotote Corporation, a Delaware corporation (the
"Company"), and its subsidiaries in attracting, retaining, and rewarding
executives, directors, employees, and other persons who provide services to the
Company and/or its subsidiaries, enabling such persons to acquire or increase a
proprietary interest in the Company in order to strengthen the mutuality of
interests between such persons and the Company's stockholders, and providing
such persons with performance incentives to expend their maximum efforts in the
creation of stockholder value. The Plan is also intended to qualify certain
compensation awarded under the Plan for tax deductibility under Code Section
162(m) (as hereafter defined) to the extent deemed appropriate by the Committee
which administers the Plan.

     2. DEFINITIONS. For purposes of the Plan, the following terms shall be
defined as set forth below, in addition to such terms defined in Section 1
hereof:

          (a) "Award" means any award of an Option, SAR (including Limited SAR),
     Restricted Stock, Deferred Stock, Stock granted as a bonus or in lieu of
     another award, Dividend Equivalent, or Other Stock-Based Award, together
     with any other right or interest granted to a Participant under the Plan.

          (b) "Beneficiary" means the person, persons, trust, or trusts which
     have been designated by a Participant in his or her most recent written
     beneficiary designation filed with the Committee to receive the benefits
     specified under the Plan upon such Participant's death or to which Awards
     or other rights are transferred if and to the extent permitted under
     Section 9(b) hereof. If, upon a Participant's death, there is no designated
     Beneficiary or surviving designated Beneficiary, then the term Beneficiary
     means person, persons, trust, or trusts entitled by will or the laws of
     descent and distribution to receive such benefits.

          (c) "Beneficial Owner" shall have the meaning ascribed to such term in
     Rule 13d-3 under the Exchange Act and any successor to such Rule.

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

          (e) "Change in Control" means Change in Control as defined with
     related terms in Section 8 of the Plan.

          (f) "Change in Control Price" means the amount calculated in
     accordance with Section 8(c) of the Plan.

          (g) "Code" means the Internal Revenue Code of 1986, as amended from
     time to time, including regulations thereunder and successor provisions and
     regulations thereto.

          (h) "Committee" means a committee of two or more directors designated
     by


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     the Board to administer the Plan; provided, however, that directors
     appointed as members of the Committee shall not be employees of the
     Company or any subsidiary. In appointing members of the Committee, the
     Board will consider whether a member is or will be a Qualified Member, but
     such members are not required to be Qualified Members at the time of
     appointment or during their term of service on the Committee.

          (i) "Covered Employee" means an Eligible Person who is a "covered
     employee" within the meaning of Code Section 162(m).

          (j) "Deferred Stock" means a right, granted to a Participant under
     Section 6(e) hereof, to receive Stock, at the end of a specified deferral
     period.

          (k) "Dividend Equivalent" means a right, granted to a Participant
     under Section 6(g), to receive cash, Stock, other Awards, or other property
     equal in value to dividends paid with respect to a specified number of
     shares of Stock, or other periodic payments.

          (l) "Effective Date" means the date of approval of the Plan by
     stockholders of the Company.

          (m) "Eligible Person" means each executive officer and other officer
     or employee of the Company or of any subsidiary, including each such person
     who may also be a director of the Company, each non-employee director of
     the Company, and each other person who provides substantial services to the
     Company and/or its subsidiaries and who is designated as eligible by the
     Committee. An employee on leave of absence may be considered as still in
     the employ of the Company or a subsidiary for purposes of eligibility for
     participation in the Plan.

          (n) "Exchange Act" means the Securities Exchange Act of 1934, as
     amended from time to time, including rules thereunder and successor
     provisions and rules thereto.

          (o) "Fair Market Value" means the fair market value of Stock, Awards,
     or other property as determined by the Committee or under procedures
     established by the Committee. Unless otherwise determined by the Committee,
     the Fair Market Value of Stock shall be the average of the high and low
     sales prices of Stock on a given date or, if there are no sales on that
     date, on the latest previous date on which there were sales, reported for
     composite transactions in securities listed on the principal trading market
     on which Stock is then listed.

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

          (q) "Limited SAR" means a right granted to a Participant under Section
     6(c) hereof.

          (r) "Option" means a right, granted to a Participant under Section
     6(b) hereof, to purchase Stock or other Awards at a specified price during
     specified time periods.


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          (s) "Other Stock-Based Awards" means Awards granted to a Participant
     under Section 6(h) hereof.

          (t) "Participant" means a person who has been granted an Award under
     the Plan which remains outstanding, including a person who is no longer an
     Eligible Person.

          (u) "Qualified Member" means a member of the Committee who is a
     "Non-Employee Director" within the meaning of Rule 16b-3(b)(3) and an
     "outside director" within the meaning of Regulation 1.162-27 under Code
     Section 162(m).

          (v) "Restricted Stock" means Stock granted to a Participant under
     Section 6(d) hereof, that is subject to certain restrictions and to a risk
     of forfeiture.

          (w) "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.

          (x) "Stock" means the Company's Class A Common Stock, $.01 par value,
     and such other securities as may be substituted (or resubstituted) for
     Stock pursuant to Section 9(c) hereof.

          (y) "Stock Appreciation Rights" or "SAR" means a right granted to a
     Participant under Section 6(c) hereof.


     3.   ADMINISTRATION.

          (a) AUTHORITY OF THE COMMITTEE. Except as otherwise provided below,
     the Plan shall be administered by the Committee. The Committee shall have
     full and final authority, in each case subject to and consistent with the
     provisions of the Plan, to select Eligible Persons to become Participants,
     grant Awards, determine the type, number, and other terms and conditions
     of, and all other matters relating to, Awards, prescribe Award agreements
     (which need not be identical for each Participant) and rules and
     regulations for the administration of the Plan, construe and interpret the
     Plan and Award agreements and correct defects, supply omissions, or
     reconcile inconsistencies therein, and to make all other decisions and
     determinations as the Committee may deem necessary or advisable for the
     administration of the Plan. The foregoing notwithstanding, the Board shall
     perform the functions of the Committee for purposes of granting Awards
     under the Plan to non-employee directors, and may perform any function of
     the Committee under the Plan for any other purpose, including for the
     purpose of ensuring that transactions under the Plan by Participants who
     are then subject to Section 16 of the Exchange Act in respect of the
     Company are exempt under Rule 16b-3. In any case in which the Board is
     performing a function of the Committee under the Plan, each reference to
     the Committee herein shall be deemed to refer to the Board, except where
     the context otherwise requires.

          (b) MANNER OF EXERCISE OF COMMITTEE AUTHORITY. At any time that a
     member of the Committee is not a Qualified Member, any action of the
     Committee relating to an Award granted or to be granted to a Participant
     who is then subject to Section 16


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     of the Exchange Act in respect of the Company, or relating to an Award
     intended by the Committee to qualify as "performance-based compensation"
     within the meaning of Code Section 162(m) and regulations thereunder, may
     be taken either (i) by a subcommittee, designated by the Committee,
     composed solely of two or more Qualified Members, or (ii) by the Committee
     but with each such member who is not a Qualified Member abstaining or
     recusing himself or herself from such action; provided, however, that, upon
     such abstention or recusal, the Committee remains composed of two or more
     Qualified Members. Such action, authorized by such a subcommittee or by the
     Committee upon the abstention or recusal of such non-Qualified Member(s),
     shall be the action of the Committee for purposes of the Plan. Any action
     of the Committee shall be final, conclusive and binding on all persons,
     including the Company, its subsidiaries, Participants, Beneficiaries,
     transferees under Section 9(b) hereof, or other persons claiming rights
     from or through a Participant, and stockholders. 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 officers or managers of the
     Company or any subsidiary, or committees thereof, the authority, subject to
     such terms as the Committee shall determine, to perform such functions,
     including administrative functions, as the Committee may determine, to the
     extent that such delegation will not result in the loss of an exemption
     under Rule 16b-3(d)(1) for Awards granted to Participants subject to
     Section 16 of the Exchange Act in respect of the Company and will not cause
     Awards intended to qualify as "performance-based compensation" under Code
     Section 162(m) to fail to so qualify. The Committee may appoint agents to
     assist it in administering the Plan.

          (c) LIMITATION OF LIABILITY. The Committee and each member thereof
     shall be entitled to, in good faith, rely or act upon any report or other
     information furnished to him or her by any executive officer, other officer
     or employee of the Company or a subsidiary, the Company's independent
     auditors, consultants, or any other agents assisting in the administration
     of the Plan. Members of the Committee and any officer or employee of the
     Company or a subsidiary acting at the direction or on behalf of the
     Committee shall not be personally liable for any action or determination
     taken or made in good faith with respect to the Plan, and shall, to the
     extent permitted by law, be fully indemnified and protected by the Company
     with respect to any such action or determination.

     4.   LIMITATIONS ON PLAN AWARDS.

          (a) OVERALL NUMBER OF SHARES AVAILABLE FOR DELIVERY. Subject to
     adjustment as provided in Section 9(c) hereof, the total number of shares
     of Stock reserved and available for delivery in connection with Awards
     under the Plan shall be 3.4 million1. Any shares of Stock delivered under
     the Plan shall consist of authorized and unissued shares or treasury
     shares.

          (b) APPLICATION OF LIMITATION TO GRANTS OF AWARDS. No Award may be
     granted if the number of shares of Stock to which such Award relates, when
     added to the number of shares of Stock to which other then-outstanding
     Awards relate and the number of shares of Stock issued or delivered upon
     settlement of previously granted Awards, exceeds the number of shares of
     Stock reserved for issuance under this

-----------------
1 Increased from 1.6 to 3.4 million effective March 23, 2000.

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     Section 4. The Committee may adopt reasonable counting procedures to
     ensure appropriate counting, avoid double counting (as, for example, in the
     case of tandem or substitute awards) and make adjustments if the number of
     shares of Stock actually delivered differs from the number of shares
     previously counted in connection with an Award.

          (c) AVAILABILITY OF SHARES NOT DELIVERED UNDER AWARDS. Shares of Stock
     subject to an Award under the Plan that is canceled, expired, forfeited,
     settled in cash, or otherwise terminated without a delivery of shares to
     the Participant, including (i) the number of shares withheld in payment of
     any exercise or purchase price of an Award or taxes relating to Awards, and
     (ii) the number of shares surrendered in payment of any exercise or
     purchase price of an Award or taxes relating to any Award, will again be
     available for Awards under the Plan, except that if any such shares could
     not again be available for Awards to a particular Participant under any
     applicable law or regulation, such shares shall be available exclusively
     for Awards to Participants who are not subject to such limitation.

     5.   ELIGIBILITY; PER-PERSON AWARD LIMITATIONS. Awards may be granted under
the Plan only to Eligible Persons. In each fiscal year during any part of which
the Plan is in effect, an Eligible Person who is an employee of the Company or
any of its subsidiaries may not be granted Awards relating to more than one
million shares of Stock, subject to adjustment as provided in Section 9(c),
under each of Sections 6(b), 6(c), 6(d), 6(e), 6(f), 6(g), and 6(h).

     6.   SPECIFIC TERMS OF AWARDS.

          (a) GENERAL. Awards may be granted on the terms and conditions set
     forth in this Section 6. In addition, the Committee may impose on any Award
     or the exercise thereof, at the date of grant or thereafter (subject to
     Section 9(e)), such additional terms and conditions, not inconsistent with
     the provisions of the Plan, as the Committee shall determine, including
     terms requiring forfeiture of Awards in the event of termination of
     employment by the Participant and terms permitting a Participant to make
     elections relating to his or her Award. The Committee shall retain full
     power and discretion to accelerate, waive or modify, at any time, any term
     or condition of an Award that is not mandatory under the Plan. Except as
     expressly provided by the Committee (including for purposes of complying
     with requirements of the Delaware General Corporation Law relating to
     lawful consideration for issuance of shares), no consideration other than
     services will be required for the grant (but not the exercise) of any
     Award.

          (b) OPTIONS. The Committee is authorized to grant Options to
     Participants on the following terms and conditions:

               (i) EXERCISE PRICE. The exercise price per share of Stock
          purchasable under an Option shall be determined by the Committee,
          provided that such exercise price shall be not less than the Fair
          Market Value of a share of Stock on the date of grant of such Option
          except as provided under Section 7(a) hereof.

               (ii)TIME AND METHOD OF EXERCISE. The Committee shall determine
          the time or times at which or the circumstances under which an Option
          may be


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          exercised in whole or in part (including based on achievement of
          performance goals and/or future service requirements), the methods by
          which such exercise price may be paid or deemed to be paid, the form
          of such payment, including, without limitation, cash, Stock, other
          Awards or awards granted under other plans of the Company or any
          subsidiary, or other property (including notes or other contractual
          obligations of Participants to make payment on a deferred basis), and
          the methods by or forms in which Stock will be delivered or deemed to
          be delivered to Participants.

               (iii) ISOS. The terms of any ISO granted under the Plan shall
          comply in all respects with the provisions of Code Section 422.
          Anything in the Plan to the contrary notwithstanding, no term of the
          Plan relating to ISOs (including any SAR in tandem therewith) shall be
          interpreted, amended or altered, nor shall any discretion or authority
          granted under the Plan be exercised, so as to disqualify either the
          Plan or any ISO under Code Section 422, unless the Participant has
          first requested the change that will result in such disqualification.
          ISOs may be granted only to employees of the Company or any of its
          subsidiaries. To the extent that the aggregate Fair Market Value
          (determined as of the time the Option is granted) of the Stock with
          respect to which ISOs granted under this Plan and all other plans of
          the Company and any subsidiary are first exercisable by any employee
          during any calendar year shall exceed the maximum limit (currently,
          $100,000), if any, imposed from time to time under Code Section 422,
          such Options shall be treated as Options that are not ISOs.

          (c) STOCK APPRECIATION RIGHTS. The Committee is authorized to grant
     SARs to Participants on the following terms and conditions:

               (i) RIGHT TO PAYMENT. A SAR shall confer on the Participant to
          whom it is granted a right to receive, upon exercise thereof, the
          excess of (A) the Fair Market Value of one share of Stock on the date
          of exercise (or, in the case of a "Limited SAR," the Fair Market Value
          determined by reference to the Change in Control Price, as defined
          under Section 8(c) hereof) over (B) the grant price of the SAR as
          determined by the Committee.

               (ii)OTHER TERMS. The Committee shall determine at the date of
          grant or thereafter, the time or times at which and the circumstances
          under which a SAR may be exercised in whole or in part (including
          based on achievement of performance goals and/or future service
          requirements), the method of exercise, method of settlement, form of
          consideration payable in settlement, method by or forms in which Stock
          will be delivered or deemed to be delivered to Participants, whether
          or not a SAR shall be in tandem or in combination with any other
          Award, and any other terms and conditions of any SAR. Limited SARs
          that may only be exercised in connection with a Change in Control or
          other event as specified by the Committee may be granted on such
          terms, not inconsistent with this Section 6(c), as the Committee may
          determine. SARs and Limited SARs may be either freestanding or in
          tandem with other Awards.

          (d) RESTRICTED STOCK. The Committee is authorized to grant Restricted
     Stock to Participants on the following terms and conditions:


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               (i) GRANT AND RESTRICTIONS. Restricted Stock shall be subject to
          such restrictions on transferability, risk of forfeiture and other
          restrictions, if any, as the Committee may impose, which restrictions
          may lapse separately or in combination at such times, under such
          circumstances (including based on achievement of performance goals
          and/or future service requirements), in such installments or
          otherwise, as the Committee may determine at the date of grant or
          thereafter. Except to the extent restricted under the terms of the
          Plan and any Award agreement relating to the Restricted Stock, a
          Participant granted Restricted Stock shall have all of the rights of a
          stockholder, including the right to vote the Restricted Stock and the
          right to receive dividends thereon (subject to any mandatory
          reinvestment or other requirement imposed by the Committee). During
          the restricted period applicable to the Restricted Stock, subject to
          Section 9(b) below, the Restricted Stock may not be sold, transferred,
          pledged, hypothecated, margined, or otherwise encumbered by the
          Participant.

               (ii) FORFEITURE. Except as otherwise determined by the Committee,
          upon termination of employment during the applicable restriction
          period, Restricted Stock that is at that time subject to restrictions
          shall be forfeited and reacquired by the Company; provided 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 Stock shall be waived
          in whole or in part in the event of terminations resulting from
          specified causes, and the Committee may in other cases waive in whole
          or in part the forfeiture of Restricted Stock.

               (iii) CERTIFICATES FOR STOCK. Restricted Stock granted under the
          Plan may be evidenced in such manner as the Committee shall determine.
          If certificates representing Restricted Stock are registered in the
          name of the Participant, the Committee may require that such
          certificates bear an appropriate legend referring to the terms,
          conditions and restrictions applicable to such Restricted Stock, that
          the Company retain physical possession of the certificates, and that
          the Participant deliver a stock power to the Company, endorsed in
          blank, relating to the Restricted Stock.

               (iv) DIVIDENDS AND SPLITS. As a condition to the grant of an
          Award of Restricted Stock, the Committee may require that any cash
          dividends paid on a share of Restricted Stock be automatically
          reinvested in additional shares of Restricted Stock or applied to the
          purchase of additional Awards under the Plan. Unless otherwise
          determined by the Committee, Stock distributed in connection with a
          Stock split or Stock dividend, and other property distributed as a
          dividend, shall be subject to restrictions and a risk of forfeiture to
          the same extent as the Restricted Stock with respect to which such
          Stock or other property has been distributed.

          (e) DEFERRED STOCK. The Committee is authorized to grant Deferred
     Stock to Participants, which are rights to receive Stock at the end of a
     specified deferral period, subject to the following terms and conditions:

               (i) AWARD AND RESTRICTIONS. Settlement of an Award of Deferred
          Stock shall occur upon expiration of the deferral period specified for
          such Deferred

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          Stock by the Committee (or, if permitted by the Committee, as elected
          by the Participant). In addition, Deferred Stock shall be subject to
          such restrictions (which may include a risk of forfeiture) as the
          Committee may impose, if any, which restrictions may lapse at the
          expiration of the deferral period or at earlier specified times
          (including based on achievement of performance goals and/or future
          service requirements), separately or in combination, in installments
          or otherwise, as the Committee may determine.

               (ii) FORFEITURE. Except as otherwise determined by the Committee,
          upon termination of employment during the applicable deferral period
          or portion thereof to which forfeiture conditions apply (as provided
          in the Award agreement evidencing the Deferred Stock), all Deferred
          Stock that is at that time subject to deferral (other than a deferral
          at the election of the Participant) shall be forfeited; provided 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 Deferred Stock shall be waived in
          whole or in part in the event of terminations resulting from specified
          causes, and the Committee may in other cases waive in whole or in part
          the forfeiture of Deferred Stock.

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

          (f) BONUS STOCK AND AWARDS IN LIEU OF OBLIGATIONS. The Committee is
     authorized to grant Stock as a bonus, or to grant Stock or other Awards in
     lieu of obligations to pay cash or deliver other property under the Plan or
     under other plans or compensatory arrangements. Stock or Awards granted
     hereunder shall be subject to such other terms as shall be determined by
     the Committee.

          (g) DIVIDEND EQUIVALENTS. The Committee is authorized to grant
     Dividend Equivalents to a Participant, entitling the Participant to receive
     cash, Stock, other Awards, or other property equal in value to dividends
     paid with respect to a specified number of shares of Stock, or other
     periodic payments. Dividend Equivalents may be awarded on a free-standing
     basis or in connection with another Award. The Committee may provide that
     Dividend Equivalents shall be paid or distributed when accrued or shall be
     deemed to have been reinvested in additional Stock, Awards, or other
     investment vehicles, and subject to such restrictions on transferability
     and risks of forfeiture, as the Committee may specify.

          (h) OTHER STOCK-BASED AWARDS. The Committee is authorized, subject to
     limitations under applicable law, to grant to Participants such other
     Awards that may be denominated or payable in, valued in whole or in part by
     reference to, or otherwise based on, or related to, Stock, as deemed by the
     Committee to be consistent with the purposes of the Plan, including,
     without limitation, convertible or


                                       10
<PAGE>

     exchangeable debt securities, other rights convertible or exchangeable into
     Stock, purchase rights for Stock, 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 book value of Stock or the
     value of securities of or the performance of specified subsidiaries. The
     Committee shall determine the terms and conditions of such Awards. Stock
     delivered pursuant to an Award in the nature of a purchase right granted
     under this Section 6(h) shall be purchased for such consideration, paid for
     at such times, by such methods, and in such forms, including, without
     limitation, cash, Stock, other Awards, or other property, as the Committee
     shall determine.

          (i) PERFORMANCE GOALS APPLICABLE TO DESIGNATED COVERED EMPLOYEES. If
     the Committee determines that an Award described in Sections 6(d), 6(e) or
     6(h) to be granted to an Eligible Person who is designated by the Committee
     as likely to be a Covered Employee should qualify as "performance-based
     compensation" for purposes of Code Section 162(m), the grant, exercise,
     and/or settlement of such Award shall be contingent upon achievement of
     preestablished performance goals and other terms set forth in this Section
     6(i).

               (i) PERFORMANCE GOALS GENERALLY. The performance goals for such
          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 6(i).
          Performance goals shall be objective and shall otherwise meet the
          requirements of Code Section 162(m) and regulations thereunder
          (including 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 Awards shall be granted, 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, exercise,
          and/or settlement of such Awards. Performance goals may differ for
          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 business units of the Company (except with
          respect to the total stockholder return and earnings per share
          criteria), shall be used by the Committee in establishing performance
          goals for such Awards: (1) earnings per share; (2) revenues; (3) cash
          flow; (4) cash flow return on investment; (5) return on net assets,
          return on assets, return on investment, return on capital, return on
          equity; (6) economic value added; (7) operating margin; (8) net
          income; pretax earnings; pretax earnings before interest, depreciation
          and amortization; pretax operating earnings after interest expense and
          before incentives, service fees, and extraordinary or special items;
          operating earnings; (9) total stockholder return; and (10) any of the
          above goals as compared to the performance of a published or special
          index deemed applicable by the Committee including, but not limited
          to, the Standard & Poor's 500 Stock Index or a group of comparator
          companies.

               (iii) PERFORMANCE PERIOD; TIMING FOR ESTABLISHING PERFORMANCE
          GOALS.


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          Achievement of performance goals in respect of such Awards shall be
          measured over a performance period of up to ten years, as specified by
          the Committee. Performance goals shall be established not later than
          90 days after the beginning of any performance period applicable to
          such Awards, or at such other date as may be required or permitted for
          "performance-based compensation" under Code Section 162(m).

               (iv) OTHER TERMS. The Committee may, in its discretion, reduce
          the amount of a settlement otherwise to be made in connection with
          such Awards, but may not exercise discretion to increase any such
          amount payable to a Covered Employee in respect of an Award subject to
          this Section 6(i). All determinations by the Committee as to the
          establishment of performance goals, and the achievement of performance
          goals relating to Awards subject to this Section 6(i), shall be made
          in writing in the case of any Award intended to qualify under Code
          Section 162(m). The Committee may not delegate any responsibility
          relating to such Awards, and the Board shall not perform such
          functions at any time that the Committee is composed solely of
          Qualified Members. Because the Committee cannot determine with
          certainty whether a given Participant will be a Covered Employee with
          respect to a fiscal year that has not yet been completed, the term
          Covered Employee as used herein shall mean only a person designated by
          the Committee, at the time of grant of an Award, as likely to be a
          Covered Employee with respect to that fiscal year. If any provision of
          the Plan as in effect on the date of adoption or any agreements
          relating to Awards that are designated as intended to comply with Code
          Section 162(m) does not comply or is inconsistent with the
          requirements of Code Section 162(m) or regulations thereunder, such
          provision shall be construed or deemed amended to the extent necessary
          to conform to such requirements.

     7.   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
     either alone or in addition to, in tandem with, or in substitution or
     exchange for, any other Award or any award granted under another plan of
     the Company, any subsidiary, or any business entity to be acquired by the
     Company or a subsidiary, or any other right of a Participant to receive
     payment from the Company or any subsidiary. Such additional, tandem, and
     substitute or exchange Awards may be granted at any time. If an Award is
     granted in substitution or exchange for another Award or award, the
     Committee shall require the surrender of such other Award or award in
     consideration for the grant of the new Award. In addition, Awards may be
     granted in lieu of cash compensation, including in lieu of cash amounts
     payable under other plans of the Company or any subsidiary, in which the
     value of Stock subject to the Award is equivalent in value to the cash
     compensation (for example, Deferred Stock or Restricted Stock), or in which
     the exercise price, grant price, or purchase price of the Award in the
     nature of a right that may be exercised is equal to the Fair Market Value
     of the underlying Stock minus the value of the cash compensation
     surrendered (for example, Options granted with an exercise price
     "discounted" by the amount of the cash compensation surrendered).

          (b) TERM OF AWARDS. The term of each Award shall be for such period as
     may


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<PAGE>

     be determined by the Committee; provided that in no event shall the term of
     any Option or SAR exceed a period of ten years (or, in the case of an ISO,
     such shorter term as may be required under Code Section 422).

          (c) FORM AND TIMING OF PAYMENT UNDER AWARDS; DEFERRALS. Subject to the
     terms of the Plan and any applicable Award agreement, payments to be made
     by the Company or a subsidiary upon the exercise of an Option or other
     Award or settlement of an Award may be made in Stock, other Awards, or
     other property, and may be made in a single payment or transfer, in
     installments, or on a deferred basis. The settlement of any Award may be
     accelerated in the discretion of the Committee or upon occurrence of one or
     more specified events (in addition to a Change in Control). Installment or
     deferred payments may be required by the Committee (subject to Section 9(e)
     of the Plan, including the consent provisions thereof in the case of any
     deferral of an outstanding Award not provided for in the original Award
     agreement) or permitted at the election of the Participant on terms and
     conditions established by the Committee. Payments may include, without
     limitation, provisions for the payment or crediting of reasonable interest
     on installment or deferred payments or the grant or crediting of Dividend
     Equivalents or other amounts in respect of installment or deferred payments
     denominated in Stock.

          (d) EXEMPTIONS FROM SECTION 16(B) LIABILITY. It is the intent of the
     Company that the grant of any Awards to or other transaction by a
     Participant who is subject to Section 16 of the Exchange Act shall be
     exempt under Rule 16b-3 (except for transactions which a Participant has
     been advised in advance are non-exempt). Accordingly, if any provision of
     this Plan or any Award agreement does not comply with the requirements of
     Rule 16b-3 as then applicable to any such transaction, such provision shall
     be construed or deemed amended to the extent necessary to conform to the
     applicable requirements of Rule 16b-3 so that such Participant shall avoid
     liability under Section 16(b).


     8.   CHANGE IN CONTROL.

          (a)  EFFECT OF "CHANGE IN CONTROL." In the event of a "Change in
     Control," the following provisions shall apply unless otherwise provided in
     the Award agreement:

               (i) Any Award carrying a right to exercise that was not
          previously exercisable and vested shall become fully exercisable and
          vested as of the time of the Change in Control;

               (ii) If any optionee holds an Option immediately prior to a
          Change in Control that was not previously exercisable and vested in
          full throughout the 60-day period preceding the Change in Control, he
          shall be entitled to elect, during the 60-day period preceding the
          Change in Control, in lieu of acquiring the shares of Stock covered by
          the portion of the Option that was not vested and exercisable within
          such 60-day period, to receive, and the Company shall be obligated to
          pay, in cash the excess of the Change in Control Price over the
          exercise price of such Option, multiplied by the number of shares of
          Stock covered by such portion of the Option;

               (iii) The restrictions, deferral of settlement, and forfeiture
          conditions

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<PAGE>

          applicable to any other Award granted under the Plan shall lapse and
          such Awards shall be deemed fully vested as of the time of the Change
          in Control, except to the extent of any waiver by the Participant and
          subject to applicable restrictions set forth in Section 9(a) hereof;
          and

               (iv) With respect to any outstanding Award subject to achievement
          of performance goals and conditions under the Plan, such performance
          goals and other conditions will be deemed to be met if and to the
          extent so provided by the Committee in the Award agreement relating to
          such Award.

          (b)  DEFINITION OF "CHANGE IN CONTROL." A "Change in Control" shall
     mean the occurrence of any of the following:

               (i) when any "person" as defined in Section 3(a)(9) of the
          Exchange Act and as used in Sections 13(d) and 14(d) thereof,
          including a "group" as defined in Section 13(d) of the Exchange Act
          but excluding the Company and any subsidiary and any employee benefit
          plan sponsored or maintained by the Company or any subsidiary
          (including any trustee of such plan acting as trustee), directly or
          indirectly, becomes the "beneficial owner" (as defined in Rule 13d-3
          under the Exchange Act) of securities of the Company representing at
          least 40% percent (or such greater percentage as the Committee may
          specify in connection with the grant of any Award) of the combined
          voting power of the Company's then-outstanding securities; or

               (ii) the occurrence of a transaction requiring stockholder
          approval for the acquisition of the Company by an entity other than
          the Company or a subsidiary through purchase of assets, or by merger,
          or otherwise.

         (c) DEFINITION OF "CHANGE IN CONTROL PRICE." The "Change in Control
     Price" means an amount in cash equal to the higher of (i) the amount of
     cash and fair market value of property that is the highest price per share
     paid (including extraordinary dividends) in any transaction triggering the
     Change in Control, or (ii) the highest Fair Market Value per share at any
     time during the 60-day period preceding the Change in Control.

     9.  GENERAL PROVISIONS.

         (a) COMPLIANCE WITH LEGAL AND OTHER REQUIREMENTS. The Company may, to
     the extent deemed necessary or advisable by the Committee, postpone the
     issuance or delivery of Stock or payment of other benefits under any Award
     until completion of such registration or qualification of such Stock or
     other required action under any federal or state law, rule, or regulation,
     listing or other required action with respect to any stock exchange or
     automated quotation system upon which the Stock or other securities of the
     Company are listed or quoted, or compliance with any other obligation of
     the Company, as the Committee may consider appropriate, and may require any
     Participant to make such representations, furnish such information and
     comply with or be subject to such other conditions as it may consider
     appropriate in connection with the issuance or delivery of Stock or payment
     of other benefits in compliance with applicable laws, rules, and
     regulations, listing requirements, or other obligations. The foregoing
     notwithstanding, in connection with a Change in Control, the Company shall
     take or cause to be taken no action, and shall undertake or permit


                                       14
<PAGE>

     to arise no legal or contractual obligation, that results or would result
     in any postponement of the issuance or delivery of Stock or payment of
     benefits under any Award or the imposition of any other conditions on such
     issuance, delivery or payment, to the extent that such postponement or
     other condition would represent a greater burden on a Participant than
     existed on the 90th day preceding the Change in Control.

         (b) LIMITS ON TRANSFERABILITY; BENEFICIARIES. No Award or other right
     or interest of a Participant under the Plan shall be pledged, hypothecated
     or otherwise encumbered or subject to any lien, obligation or liability of
     such Participant to any party, or assigned or transferred by such
     Participant otherwise than by will or the laws of descent and distribution
     or to a Beneficiary upon the death of a Participant, and such Awards or
     rights that may be exercisable shall be exercised during the lifetime of
     the Participant only by the Participant or his or her guardian or legal
     representative, except that Awards and other rights (other than ISOs and
     SARs in tandem therewith) may be transferred to one or more Beneficiaries
     or other transferees during the lifetime of the Participant, and may be
     exercised by such transferees in accordance with the terms of such Award,
     but only if and to the extent such transfers are permitted by the Committee
     pursuant to the express terms of an Award agreement (subject to any terms
     and conditions which the Committee may impose thereon). A Beneficiary,
     transferee, or other person claiming any rights under the Plan from or
     through any Participant shall be subject to all terms and conditions of the
     Plan and any Award agreement applicable to such Participant, except as
     otherwise determined by the Committee, and to any additional terms and
     conditions deemed necessary or appropriate by the Committee.

         (c) ADJUSTMENTS. In the event that any dividend or other distribution
     (whether in the form of cash, Stock, or other property), recapitalization,
     forward or reverse split, reorganization, merger, consolidation, spin-off,
     combination, repurchase, share exchange, liquidation, dissolution or other
     similar corporate transaction or event affects the Stock such that an
     adjustment is determined by the Committee to be appropriate under the Plan,
     then the Committee shall, in such manner as it may deem equitable, adjust
     any or all of (i) the number and kind of shares of Stock which may be
     delivered in connection with Awards granted thereafter, (ii) the number and
     kind of shares of Stock by which annual per-person Award limitations are
     measured under Section 5 hereof, (iii) the number and kind of shares of
     Stock subject to or deliverable in respect of outstanding Awards and (iv)
     the exercise price, grant price or purchase price relating to any Award
     and/or make provision for payment of cash or other property in respect of
     any outstanding Award. In addition, the Committee is authorized to make
     adjustments in the terms and conditions of, and the criteria included in,
     Awards (including performance goals) in recognition of unusual or
     nonrecurring events (including, without limitation, events described in the
     preceding sentence, as well as acquisitions and dispositions of businesses
     and assets) affecting the Company, any subsidiary or any business unit, or
     the financial statements of the Company or any subsidiary, or in response
     to changes in applicable laws, regulations, accounting principles, tax
     rates and regulations or business conditions or in view of the Committee's
     assessment of the business strategy of the Company, any subsidiary or
     business unit thereof, performance of comparable organizations, economic
     and business conditions, personal performance of a Participant, and any
     other circumstances deemed relevant; provided that no such adjustment shall
     be authorized or made if and to the extent that such authority


                                       15
<PAGE>

     or the making of such adjustment would cause Options, SARs, or Awards
     granted under Section 6(i) hereof to Participants designated by the
     Committee as Covered Employees and intended to qualify as
     "performance-based compensation" under Code Section 162(m) and regulations
     thereunder to otherwise fail to qualify as "performance-based compensation"
     under Code Section 162(m) and regulations thereunder.

         (d) TAXES. The Company and any subsidiary is authorized to withhold
     from any Award granted, any payment relating to an Award under the Plan,
     including from a distribution of Stock, or any payroll or other payment to
     a Participant, amounts of withholding and other taxes due or potentially
     payable in connection with any Award, and to take such other action as the
     Committee may deem advisable to enable the Company and Participants 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 Stock or other property and to make cash payments in
     respect thereof in satisfaction of a Participant's tax obligations, either
     on a mandatory or elective basis in the discretion of the Committee.

         (e) 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 stockholders or
     Participants, except that any amendment or alteration to the Plan shall be
     subject to the approval of the Company's stockholders not later than the
     annual meeting next following such Board action if such stockholder
     approval is required by any federal or state law or regulation or the rules
     of any stock exchange or automated quotation system on which the Stock may
     then be listed or quoted, and the Board may otherwise, in its discretion,
     determine to submit other such changes to the Plan to stockholders for
     approval; provided that, without the consent of an affected Participant, no
     such Board action may materially and adversely affect the rights of such
     Participant under any previously granted and outstanding Award. The
     Committee may waive any conditions or rights under, or amend, alter,
     suspend, discontinue, or terminate any Award theretofore granted and any
     Award agreement relating thereto, except as otherwise provided in the Plan;
     provided that, without the consent of an affected Participant, no such
     Committee action may materially and adversely affect the rights of such
     Participant under such Award. Notwithstanding anything in the Plan to the
     contrary, if any right under this Plan would cause a transaction to be
     ineligible for pooling of interest accounting that would, but for the right
     hereunder, be eligible for such accounting treatment, the Committee may
     modify or adjust the right so that pooling of interest accounting shall be
     available, including the substitution of Stock having a Fair Market Value
     equal to the cash otherwise payable hereunder for the right which caused
     the transaction to be ineligible for pooling of interest accounting.

         (f) LIMITATION ON RIGHTS CONFERRED UNDER PLAN. Neither the Plan nor any
     action taken hereunder shall be construed as (i) giving any Eligible Person
     or Participant the right to continue as an Eligible Person or Participant
     or in the employ or service of the Company or a subsidiary, (ii)
     interfering in any way with the right of the Company or a subsidiary to
     terminate any Eligible Person's or Participant's employment or service at
     any time, (iii) giving an Eligible Person or Participant any claim to be
     granted any Award under the Plan or to be treated uniformly with other
     Participants and employees, or (iv) conferring on a Participant any of the
     rights of a stockholder of the Company unless and until the Participant is
     duly issued or


                                       16
<PAGE>

     transferred shares of Stock in accordance with the terms of an Award.

         (g) UNFUNDED STATUS OF AWARDS; CREATION OF TRUSTS. The 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 obligation to
     deliver Stock 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 that the Committee may
     authorize the creation of trusts and deposit therein cash, Stock, other
     Awards or other property, or make other arrangements to meet the Company's
     obligations under the Plan. Such 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. The
     trustee of such trusts may be authorized to dispose of trust assets and
     reinvest the proceeds in alternative investments, subject to such terms and
     conditions as the Committee may specify and in accordance with applicable
     law.

         (h) NONEXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan by the
     Board nor its submission to the stockholders of the Company for approval
     shall be construed as creating any limitations on the power of the Board or
     a committee thereof to adopt such other incentive arrangements as it may
     deem desirable including incentive arrangements and awards which do not
     qualify under Code Section 162(m).

         (i) PAYMENTS IN THE EVENT OF FORFEITURES; FRACTIONAL SHARES. Unless
     otherwise determined by the Committee, in the event of a forfeiture of an
     Award with respect to which a Participant paid cash or other consideration,
     the Participant shall be repaid the amount of such cash or other
     consideration. No fractional shares of Stock 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 under the Plan, and any Award agreement shall be
     determined in accordance with the Delaware General Corporation Law, without
     giving effect to principles of conflicts of laws, and applicable federal
     law.

         (k)  PLAN EFFECTIVE DATE.  The Plan became Effective on August 13,
     1997 and was amended Effective March 23, 2000.


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