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                                                                    EXHIBIT 10.1


                                  AVIALL, INC.
                 AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN


        1. PURPOSE. The purpose of the Aviall, Inc. Amended and Restated 1998
Stock Incentive Plan is to attract and retain officers and other key employees
for Aviall, Inc., a Delaware corporation and its Subsidiaries and to provide to
such persons incentives and rewards for superior performance.

        2. DEFINITIONS. As used in this Plan:

        "Appreciation Right" means a right granted pursuant to Section 5 of this
Plan, and shall include both Tandem Appreciation Rights and Free-Standing
Appreciation Rights.

        "Base Price" means the price to be used as the basis for determining the
Spread upon the exercise of a Free-Standing Appreciation Right and a Tandem
Appreciation Right.

        "Board" means the Board of Directors of the Company and, to the extent
of any delegation by the Board to a committee (or subcommittee thereof) pursuant
to Section 15 of this Plan, such committee (or subcommittee).

        "Change in Control" shall have the meaning provided in Section 11 of
this Plan.

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

        "Common Shares" means the shares of Common Stock, par value $.01 per
share, of the Company or any security into which such Common Shares may be
changed by reason of any transaction or event of the type referred to in Section
10 of this Plan.

        "Company" means Aviall, Inc., a Delaware corporation.

        "Covered Employee" means a Participant who is, or is determined by the
Board to be likely to become, a "covered employee" within the meaning of Section
162(m) of the Code (or any successor provision).

        "Date of Grant" means the date specified by the Board on which a grant
of Option Rights, Appreciation Rights, Performance Shares or Performance Units
or a grant or sale of Restricted Shares or Deferred Shares shall become
effective (which date shall not be earlier than the date on which the Board
takes action with respect thereto).

        "Deferral Period" means the period of time during which Deferred Shares
are subject to deferral limitations under Section 7 of this Plan.

        "Deferred Shares" means an award made pursuant to Section 7 of this Plan
of the right to receive Common Shares at the end of a specified Deferral Period.

        "Director" means a member of the Board of Directors of the Company.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, as such statute, rules and regulations
may be amended from time to time.

        "Free-Standing Appreciation Right" means an Appreciation Right granted
pursuant to Section 5 of this Plan that is not granted in tandem with an Option
Right.

        "Immediate Family" has the meaning ascribed thereto in Rule 16a-1(e)
under the Exchange Act (or any successor rule to the same effect) as in effect
from time to time.



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        "Incentive Stock Options" means Option Rights that are intended to
qualify as "incentive stock options" under Section 422 of the Code or any
successor provision.

        "Management Objectives" means the measurable performance objective or
objectives established pursuant to this Plan for Participants who have received
grants of Performance Shares or Performance Units or, when so determined by the
Board, Option Rights, Appreciation Rights, Restricted Shares and dividend
credits pursuant to this Plan. Management Objectives may be described in terms
of Company-wide objectives or objectives that are related to the performance of
the individual Participant or of the Subsidiary, division, department, region or
function within the Company or Subsidiary in which the Participant is employed.
The Management Objectives may be made relative to the performance of other
corporations. The Management Objectives applicable to any award to a Covered
Employee shall be based on specified levels of or growth in one or more of the
following criteria:

               1.     cash flow/net assets ratio;
               2.     debt/capital ratio;
               3.     return on total capital;
               4.     return on equity;
               5.     return on net assets
               6.     earnings per share;
               7.     revenue;
               8.     total return to stockholders;
               9.     earnings before interest and taxes; and
               10.    earnings before interest, taxes, depreciation
                      and amortization.

        If the Committee determines that a change in the business, operations,
corporate structure or capital structure of the Company, or the manner in which
it conducts its business, or other events or circumstances render the Management
Objectives unsuitable, the Committee may in its discretion modify such
Management Objectives or the related minimum acceptable level of achievement, in
whole or in part, as the Committee deems appropriate and equitable, except in
the case of a Covered Employee where such action would result in the loss of the
otherwise available exemption of the award under Section 162(m) of the Code. In
such case, the Committee shall not make any modification of the Management
Objectives or minimum acceptable level of achievement.

        "Market Value per Share" means, as of any particular date, (i) the
closing sale price per Common Share as reported on the principal exchange on
which Common Shares are then trading, if any, or, if applicable, the NASDAQ
National Market System, on the Date of Grant, or if there are no sales on such
day, on the next preceding trading day during which a sale occurred, or (ii) if
clause (i) does not apply, the fair market value of the Common Shares as
determined by the Board.

        "Non-Employee Director" means a Director who is not an employee of the
Company or any Subsidiary.

        "Optionee" means the optionee named in an agreement evidencing an
outstanding Option Right.

        "Option Price" means the purchase price payable on exercise of an Option
Right.

        "Option Right" means the right to purchase Common Shares upon exercise
of an option granted pursuant to Section 4 of this Plan.

        "Participant" means a person who is selected by the Board to receive
benefits under this Plan and who is at the time an officer, or other key
employee of the Company or any one or more of its Subsidiaries, or who has
agreed to commence serving in any of such capacities within 90 days of the Date
of Grant.

        "Performance Period" means, in respect of a Performance Share or
Performance Unit, a period of time established pursuant to Section 8 of this
Plan within which the Management Objectives relating to such Performance Share
or Performance Unit are to be achieved.




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        "Performance Share" means a bookkeeping entry that records the
equivalent of one Common Share awarded pursuant to Section 8 of this Plan.

        "Performance Unit" means a bookkeeping entry that records a unit
equivalent to $1.00 awarded pursuant to Section 8 of this Plan.

        "Plan" means this Aviall, Inc. Amended and Restated 1998 Stock Incentive
Plan.

        "Restricted Shares" means Common Shares granted or sold pursuant to
Section 6 of this Plan as to which neither the substantial risk of forfeiture
nor the prohibition on transfers referred to in such Section 6 has expired.

        "Rule 16b-3" means Rule 16b-3 under the Exchange Act (or any successor
rule to the same effect) as in effect from time to time.

        "Spread" means the excess of the Market Value per Share on the date when
an Appreciation Right is exercised, or on the date when Option Rights are
surrendered in payment of the Option Price of other Option Rights, over the
Option Price or Base Price provided for in the related Option Right or
Free-Standing Appreciation Right, respectively.

        "Subsidiary" means a corporation, company or other entity (i) more than
50 percent of whose outstanding shares or securities (representing the right to
vote generally in the election of directors or other managing authority) are, or
(ii) which does not have outstanding shares or securities (as may be the case in
a partnership, joint venture or unincorporated association), but more than 50
percent of whose ownership interest representing the right generally to make
decisions for such other entity is, now or hereafter, owned or controlled,
directly or indirectly, by the Company except that for purposes of determining
whether any person may be a Participant for purposes of any grant of Incentive
Stock Options, "Subsidiary" means any corporation in which at the time the
Company owns or controls, directly or indirectly, more than 50 percent of the
total combined voting power represented by all classes of stock issued by such
corporation.

        "Tandem Appreciation Right" means an Appreciation Right granted pursuant
to Section 5 of this Plan that is granted in tandem with an Option Right.

        "Voting Power" means at any time, the total votes relating to the
then-outstanding securities entitled to vote generally in the election of
Directors.

        3.     SHARES AVAILABLE UNDER THIS PLAN.

               (a) Subject to adjustment as provided in Section 3(b) and Section
        10 of this Plan, the number of Common Shares that may be issued or
        transferred (i) upon the exercise of Option Rights or Appreciation
        Rights, (ii) as Restricted Shares and released from substantial risks of
        forfeiture thereof, (iii) as Deferred Shares, (iv) in payment of
        Performance Shares or Performance Units that have been earned, or (v) in
        payment of dividend equivalents paid with respect to awards made under
        this Plan shall not exceed in the aggregate 2,240,000 Common Shares,
        plus any shares described in Section 3(b). Such shares may be shares of
        original issuance or treasury shares or a combination of the foregoing.

               (b) The number of Common Shares available in Section 3(a) above
        shall be adjusted to account for Common Shares relating to awards that
        expire, are forfeited or are transferred, surrendered or relinquished
        upon the payment of any Option Price by the transfer to the Company of
        Common Shares or upon satisfaction of any withholding amount. Upon
        payment in cash of the benefit provided by any award granted under this
        Plan, any shares that were covered by that award shall again be
        available for issue or transfer hereunder.

        (c) Notwithstanding any other provision of this Plan, to the contrary
        and subject to adjustment as provided in Section 10 of this Plan, (i)
        the aggregate number of Common Shares actually issued or transferred by
        the Company upon the exercise of Incentive Stock Options shall not
        exceed




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        2,240,000 Common Shares, and (ii) no Participant shall be granted
        Option Rights and Appreciation Rights, in the aggregate, for more than
        300,000 Common Shares during any year.

               (d) Notwithstanding any other provision of this Plan to the
        contrary, in no event shall any Participant in any calendar year receive
        an award of Performance Shares or Performance Units having an aggregate
        maximum value as of their respective Dates of Grant in excess of
        $400,000.

               (e) Notwithstanding any other provision of this Plan to the
        contrary and subject to adjustment as provided in Section 10 of this
        Plan, from and after June 7, 2001, the aggregate number of Common Shares
        actually issued or transferred under this Plan as Restricted Shares,
        Deferred Shares or Performance Shares shall not exceed 143,008 Common
        Shares.

        4. OPTION RIGHTS. The Board may, from time to time and upon such terms
and conditions as it may determine, authorize the granting to Participants of
options to purchase Common Shares. Each such grant may utilize any or all of the
authorizations, and shall be subject to all of the requirements contained in the
following provisions:

               (a) Each grant shall specify the number of Common Shares to which
        it pertains subject to the limitations set forth in Section 3 of this
        Plan.

               (b) Each grant shall specify an Option Price per share, which may
        not be less than the Market Value per Share on the Date of Grant.

               (c) Each grant shall specify whether the Option Price shall be
        payable (i) in cash or by check acceptable to the Company, (ii) by the
        actual or constructive transfer to the Company of Common Shares owned by
        the Optionee for at least 6 months (or other consideration authorized
        pursuant to Section 4(d)) having a value at the time of exercise equal
        to the total Option Price, or (iii) by a combination of such methods of
        payment.

               (d) The Board may determine, at or after the Date of Grant, that
        payment of the Option Price of any Option Right (other than an Incentive
        Stock Option) may also be made in whole or in part in the form of
        Restricted Shares or other Common Shares that are forfeitable or subject
        to restrictions on transfer, Deferred Shares, Performance Shares (based,
        in each case, on the Market Value per Share on the date of exercise),
        other Option Rights (based on the Spread on the date of exercise) or
        Performance Units. Unless otherwise determined by the Board at or after
        the Date of Grant, whenever any Option Price is paid in whole or in part
        by means of any of the forms of consideration specified in this Section
        4(d), the Common Shares received upon the exercise of the Option Rights
        shall be subject to such risks of forfeiture or restrictions on transfer
        as may correspond to any that apply to the consideration surrendered,
        but only to the extent, determined with respect to the consideration
        surrendered, of (i) the number of shares or Performance Shares, (ii) the
        Spread of any unexercisable portion of Option Rights, or (iii) the
        stated value of Performance Units.

               (e) Any grant may provide for deferred payment of the Option
        Price from the proceeds of sale through a bank or broker on a date
        satisfactory to the Company of some or all of the shares to which such
        exercise relates.

               (f) Successive grants may be made to the same Participant whether
        or not any Option Rights previously granted to such Participant remain
        unexercised.

               (g) Each grant shall specify the period or periods of continuous
        service by the Optionee with the Company or any Subsidiary that is
        necessary before the Option Rights or installments thereof will become
        exercisable and may provide for the earlier exercise of such Option
        Rights in the event of a Change in Control.






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               (h) Any grant of Option Rights may specify Management Objectives
        that must be achieved as a condition to the exercise of such rights.

               (i) Option Rights granted under this Plan may be (i) options,
        including, without limitation, Incentive Stock Options, that are
        intended to qualify under particular provisions of the Code, (ii)
        options that are not intended so to qualify, or (iii) combinations of
        the foregoing.

               (j) The Board may, at or after the Date of Grant of any Option
        Rights (other than Incentive Stock Options), provide for the payment of
        dividend equivalents to the Optionee on either a current or deferred or
        contingent basis or may provide that such equivalents shall be credited
        against the Option Price.

               (k) The exercise of an Option Right shall result in the
        cancellation on a share-for-share basis of any Tandem Appreciation Right
        authorized under Section 5 of this Plan.

               (l) No Option Right shall be exercisable more than 10 years from
        the Date of Grant.

               (m) Each grant of Option Rights shall be evidenced by an
        agreement executed on behalf of the Company by an officer and delivered
        to the Optionee and containing such terms and provisions, consistent
        with this Plan, as the Board may approve.

        5.     APPRECIATION RIGHTS.

               (a) The Board may authorize the granting (i) to any Optionee, of
        Tandem Appreciation Rights in respect of Option Rights granted
        hereunder, and (ii) to any Participant, of Free-Standing Appreciation
        Rights. A Tandem Appreciation Right shall be a right of the Optionee,
        exercisable by surrender of the related Option Right, to receive from
        the Company an amount determined by the Board, which shall be expressed
        as a percentage of the Spread (not exceeding 100 percent) at the time of
        exercise. Tandem Appreciation Rights may be granted at any time prior to
        the exercise or termination of the related Option Rights; provided,
        however, that a Tandem Appreciation Right awarded in relation to an
        Incentive Stock Option must be granted concurrently with such Incentive
        Stock Option. A Free-Standing Appreciation Right shall be a right of the
        Participant to receive from the Company an amount determined by the
        Board, which shall be expressed as a percentage of the Spread (not
        exceeding 100 percent) at the time of exercise.

               (b) Each grant of Appreciation Rights may utilize any or all of
        the authorizations, and shall be subject to all of the requirements,
        contained in the following provisions:

                      (i) Any grant may specify that the amount payable on
               exercise of an Appreciation Right may be paid by the Company in
               cash, in Common Shares or in any combination thereof and may
               either grant to the Participant or retain in the Board the right
               to elect among those alternatives.

                      (ii) Any grant may specify that the amount payable on
               exercise of an Appreciation Right may not exceed a maximum
               specified by the Board at the Date of Grant.

                      (iii) Any grant may specify waiting periods before
               exercise and permissible exercise dates or periods.

                      (iv) Any grant may specify that such Appreciation Right
               may be exercised only in the event of, or earlier in the event
               of, a Change in Control.

                      (v) Any grant may provide for the payment to the
               Participant of dividend equivalents thereon in cash or Common
               Shares on a current, deferred or contingent basis.



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                      (vi) Any grant of Appreciation Rights may specify
               Management Objectives that must be achieved as a condition of the
               exercise of such Rights.

                      (vii) Each grant of Appreciation Rights shall be evidenced
               by an agreement executed on behalf of the Company by an officer
               and delivered to and accepted by the Participant, which agreement
               shall describe such Appreciation Rights, identify the related
               Option Rights (if applicable), state that such Appreciation
               Rights are subject to all the terms and conditions of this Plan,
               and contain such other terms and provisions, consistent with this
               Plan, as the Board may approve.

               (c) Any grant of Tandem Appreciation Rights shall provide that
        such Rights may be exercised only at a time when the related Option
        Right is also exercisable and at a time when the Spread is positive, and
        by surrender of the related Option Right for cancellation.

               (d) Regarding Free-Standing Appreciation Rights only:

                      (i) Each grant shall specify in respect of each
               Free-Standing Appreciation Right a Base Price, which shall be
               equal to or greater or less than the Market Value per Share on
               the Date of Grant;

                      (ii) Successive grants may be made to the same Participant
               regardless of whether any Free-Standing Appreciation Rights
               previously granted to the Participant remain unexercised; and

                      (iii) No Free-Standing Appreciation Right granted under
               this Plan may be exercised more than 10 years from the Date of
               Grant.

        6. RESTRICTED SHARES. The Board may also authorize the grant or sale of
Restricted Shares to Participants. Each such grant or sale may utilize any or
all of the authorizations, and shall be subject to all of the requirements,
contained in the following provisions:

               (a) Each such grant or sale shall constitute an immediate
        transfer of the ownership of Common Shares to the Participant in
        consideration of the performance of services, entitling such Participant
        to voting, dividend and other ownership rights, but subject to the
        substantial risk of forfeiture and restrictions on transfer hereinafter
        referred.

               (b) Each such grant or sale may be made without additional
        consideration or in consideration of a payment by such Participant that
        is less than Market Value per Share at the Date of Grant.

               (c) Each such grant or sale shall provide that the Restricted
        Shares covered by such grant or sale shall be subject to a "substantial
        risk of forfeiture" within the meaning of Section 83 of the Code for a
        period of not less than one year to be determined by the Board at the
        Date of Grant, and may provide for the earlier lapse of such substantial
        risk of forfeiture in the event of a Change in Control.

               (d) Each such grant or sale shall provide that during the period
        for which such substantial risk of forfeiture is to continue, the
        transferability of the Restricted Shares shall be prohibited or
        restricted in the manner and to the extent prescribed by the Board at
        the Date of Grant (which restrictions may include, without limitation,
        rights of repurchase or first refusal in the Company or provisions
        subjecting the Restricted Shares to a continuing substantial risk of
        forfeiture in the hands of any transferee).

               (e) Any grant of Restricted Shares may specify Management
        Objectives that, if achieved, will result in termination or early
        termination of the restrictions applicable to such shares. Each grant
        may specify in respect of such Management Objectives a minimum
        acceptable level of achievement and may set forth a formula for
        determining the number of Restricted Shares on which restrictions will
        terminate if





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        performance is at or above the minimum level, but falls short of
        full achievement of the specified Management Objectives.

               (f) Any such grant or sale of Restricted Shares may require that
        any or all dividends or other distributions paid thereon during the
        period of such restrictions be automatically deferred and reinvested in
        additional Restricted Shares, which may be subject to the same
        restrictions as the underlying award.

               (g) Each grant or sale of Restricted Shares shall be evidenced by
        an agreement executed on behalf of the Company by any officer and
        delivered to and accepted by the Participant and shall contain such
        terms and provisions, consistent with this Plan, as the Board may
        approve. Unless otherwise directed by the Board, all certificates
        representing Restricted Shares shall be held in custody by the Company
        until all restrictions thereon shall have lapsed, together with a stock
        power or powers executed by the Participant in whose name such
        certificates are registered, endorsed in blank and covering such Shares.

        7. DEFERRED SHARES. The Board may also authorize the granting or sale of
Deferred Shares to Participants. Each such grant or sale may utilize any or all
of the authorizations, and shall be subject to all of the requirements contained
in the following provisions:

               (a) Each such grant or sale shall constitute the agreement by the
        Company to deliver Common Shares to the Participant in the future in
        consideration of the performance of services, but subject to the
        fulfillment of such conditions during the Deferral Period as the Board
        may specify.

               (b) Each such grant or sale may be made without additional
        consideration or in consideration of a payment by such Participant that
        is less than the Market Value per Share at the Date of Grant.

               (c) Each such grant or sale shall be subject to a Deferral Period
        of not less than one year, as determined by the Board at the Date of
        Grant, and may provide for the earlier lapse or other modification of
        such Deferral Period in the event of a Change in Control.

               (d) During the Deferral Period, the Participant shall have no
        right to transfer any rights under his or her award and shall have no
        rights of ownership in the Deferred Shares and shall have no right to
        vote them, but the Board may, at or after the Date of Grant, authorize
        the payment of dividend equivalents on such Shares on either a current
        or deferred or contingent basis, either in cash or in additional Common
        Shares.

               (e) Each grant or sale of Deferred Shares shall be evidenced by
        an agreement executed on behalf of the Company by any officer and
        delivered to and accepted by the Participant and shall contain such
        terms and provisions, consistent with this Plan, as the Board may
        approve.

        8. PERFORMANCE SHARES AND PERFORMANCE UNITS. The Board may also
authorize the granting of Performance Shares and Performance Units that will
become payable to a Participant upon achievement of specified Management
Objectives. Each such grant may utilize any or all of the authorizations, and
shall be subject to all of the requirements, contained in the following
provisions:

               (a) Each grant shall specify the number of Performance Shares or
        Performance Units to which it pertains, which number may be subject to
        adjustment to reflect changes in compensation or other factors;
        provided, however, that no such adjustment shall be made in the case of
        a Covered Employee where such action would result in the loss of the
        otherwise available exemption of the award under Section 162(m) of the
        Code.

               (b) The Performance Period with respect to each Performance Share
        or Performance Unit shall be such period of time (not less than one
        year), commencing with the Date of Grant, as shall be determined by the
        Board at the time of grant, which may be subject to earlier lapse or
        other modification in the event of a Change in Control as set forth in
        the agreement specified in Section 8(g).








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               (c) Any grant of Performance Shares or Performance Units shall
        specify Management Objectives which, if achieved, will result in payment
        or early payment of the award, and each grant may specify in respect of
        such specified Management Objectives a minimum acceptable level of
        achievement and shall set forth a formula for determining the number of
        Performance Shares or Performance Units that will be earned if
        performance is at or above the minimum level, but falls short of full
        achievement of the specified Management Objectives. The grant of
        Performance Shares or Performance Units shall specify that, before the
        Performance Shares or Performance Units shall be earned and paid, the
        Board must certify that the Management Objectives have been satisfied.

               (d) Each grant shall specify the time and manner of payment of
        Performance Shares or Performance Units that have been earned. Any grant
        may specify that the amount payable with respect thereto may be paid by
        the Company in cash, in Common Shares or in any combination thereof and
        may either grant to the Participant or retain in the Board the right to
        elect among those alternatives.

               (e) Any grant of Performance Shares may specify that the amount
        payable with respect thereto may not exceed a maximum specified by the
        Board at the Date of Grant. Any grant of Performance Units may specify
        that the amount payable or the number of Common Shares issued with
        respect thereto may not exceed maximums specified by the Board at the
        Date of Grant.

               (f) The Board may, at or after the Date of Grant of Performance
        Shares, provide for the payment of dividend equivalents to the holder
        thereof on either a current or deferred or contingent basis, either in
        cash or in additional Common Shares.

               (g) Each grant of Performance Shares or Performance Units shall
        be evidenced by an agreement executed on behalf of the Company by any
        officer and delivered to and accepted by the Participant, which
        agreement shall state that such Performance Shares or Performance Units
        are subject to all the terms and conditions of this Plan, and contain
        such other terms and provisions, consistent with this Plan, as the Board
        may approve.

        9.     TRANSFERABILITY.

               (a) No Option Right, Appreciation Right or other derivative
        security granted under this Plan shall be transferable by a Participant
        other than by will or the laws of descent and distribution. Except as
        otherwise determined by the Board, Option Rights and Appreciation Rights
        shall be exercisable during the Optionee's lifetime only by him or her
        or by his or her guardian or legal representative.

               (b) The Board may specify at the Date of Grant that part or all
        of the Common Shares that are (i) to be issued or transferred by the
        Company upon the exercise of Option Rights or Appreciation Rights, upon
        the termination of the Deferral Period applicable to Deferred Shares or
        upon payment under any grant of Performance Shares or Performance Units
        or (ii) no longer subject to the substantial risk of forfeiture and
        restrictions on transfer referred to in Section 6 of this Plan, shall be
        subject to further restrictions on transfer.

               (c) Notwithstanding the provisions of Section 9(a), Option Rights
        (other than Incentive Stock Options), Appreciation Rights, Restricted
        Shares, Deferred Shares, Performance Shares and Performance Units shall
        be transferable by a Participant, without payment of consideration
        therefor by the transferee, to any one or more members of the
        Participant's Immediate Family (or to one or more trusts established
        solely for the benefit of one or more members of the Participant's
        Immediate Family or to one or more partnerships in which the only
        partners are members of the Participant's Immediate Family); provided,
        however, that (i) no such transfer shall be effective unless reasonable
        prior notice thereof is delivered to the Company and such transfer is
        thereafter effected in accordance with any terms and conditions that
        shall have been made applicable thereto by the Company or the Board and
        (ii) any such transferee shall be subject to the same terms and
        conditions hereunder as the Participant.




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        10. ADJUSTMENTS. The Board may make or provide for such adjustments in
the numbers of Common Shares covered by outstanding Option Rights, Appreciation
Rights, Deferred Shares, and Performance Shares granted hereunder, in the Option
Price and Base Price provided in outstanding Appreciation Rights, and in the
kind of shares covered thereby, as the Board, in its sole discretion, exercised
in good faith, may determine is equitably required to prevent dilution or
enlargement of the rights of Participants or Optionees that otherwise would
result from (a) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Company, or (b)
any merger, consolidation, spin-off, split-off, spin-out, split-up,
reorganization, partial or complete liquidation or other distribution of assets,
issuance of rights or warrants to purchase securities, or (c) any other
corporate transaction or event having an effect similar to any of the foregoing.
Moreover, in the event of any such transaction or event, the Board, in its
discretion, may provide in substitution for any or all outstanding awards under
this Plan such alternative consideration as it, in good faith, may determine to
be equitable in the circumstances and may require in connection therewith the
surrender of all awards so replaced. The Board may also make or provide for such
adjustments in the numbers of shares specified in Section 3 of this Plan as the
Board in its sole discretion, exercised in good faith, may determine is
appropriate to reflect any transaction or event described in this Section 10;
provided, however, that any such adjustment to the number specified in Section
3(c)(i) shall be made only if and to the extent that such adjustment would not
cause any Option intended to qualify as an Incentive Stock Option to fail so to
qualify.

        11. CHANGE IN CONTROL. For purposes of this Plan, except as may be
otherwise prescribed by the Board in an agreement evidencing a grant or award
made under this Plan, a "Change in Control" shall mean if at any time any of the
following events shall have occurred:

               (a) The Company is merged or consolidated or reorganized into or
        with another corporation or other legal person, and as a result of such
        merger, consolidation or reorganization less than a majority of the
        combined voting power of the then-outstanding securities of such
        corporation or person immediately after such transaction are held in the
        aggregate by the holders of securities entitled to vote generally in the
        election of Directors immediately prior to such transaction;

               (b) The Company sells or otherwise transfers all or substantially
        all of its assets to any other corporation or other legal person, and
        less than a majority of the combined voting power of the
        then-outstanding securities of such corporation or person immediately
        after such sale or transfer is held in the aggregate by the holders of
        Common Shares immediately prior to such sale or transfer;

               (c) There is a report filed on Schedule 13D or Schedule 14D-1 (or
        any successor schedule, form or report), each as promulgated pursuant to
        the Exchange Act, disclosing that any person (as the term "person" is
        used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has
        become the beneficial owner (as the term "beneficial owner" is defined
        under Rule 13d-3 or any successor rule or regulation promulgated under
        the Exchange Act) of securities representing 20% or more of the Voting
        Power; or

               (d) If during any period of two consecutive years, individuals
        who at the beginning of any such period constitute the Directors cease
        for any reason to constitute at least a majority thereof, unless the
        election, or the nomination for election by the Company's stockholders,
        of each Director first elected during such period was approved by a vote
        of at least two-thirds of the Directors then still in office who were
        Directors at the beginning of any such period.

        Notwithstanding the foregoing provisions of Section 11(b) and (c) above,
a "Change in Control" shall not be deemed to have occurred for purposes of this
Plan (i) solely because (A) the Company; (B) a Subsidiary; or (C) any
Company-sponsored employee stock ownership plan or other employee benefit plan
of the Company either files or becomes obligated to file a report under or in
response to Schedule 13D, Schedule 14D-1 or Form 8-K (or any successor schedule,
form or report or item therein) under the Exchange Act, disclosing beneficial
ownership by it of shares, whether in excess of 20% of the Voting Power or
otherwise, or because the Company reports that a change of control of the
Company has or may have occurred or will or may occur in the future by reason of
such beneficial ownership or (ii) solely because of a change in control of any
Subsidiary.






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<PAGE>   10

        12. FRACTIONAL SHARES. The Company shall not be required to issue any
fractional Common Shares pursuant to this Plan. The Board may provide for the
elimination of fractions or for the settlement of fractions in cash.

        13. WITHHOLDING TAXES. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by a Participant or other person under this Plan, and
the amounts available to the Company for such withholding are insufficient, it
shall be a condition to the receipt of such payment or the realization of such
benefit that the Participant or such other person make arrangements satisfactory
to the Company for payment of the balance of such taxes required to be withheld,
which arrangements (in the discretion of the Board) may include relinquishment
of a portion of such benefit. The Company and a Participant or such other person
may also make similar arrangements with respect to the payment of any taxes with
respect to which withholding is not required.

        14. FOREIGN EMPLOYEES. In order to facilitate the making of any grant or
combination of grants under this Plan, the Board may provide for such special
terms for awards to Participants who are foreign nationals or who are employed
by the Company or any Subsidiary outside of the United States of America as the
Board may consider necessary or appropriate to accommodate differences in local
law, tax policy or custom. Moreover, the Board may approve such supplements to
or amendments, restatements or alternative versions of this Plan as it may
consider necessary or appropriate for such purposes, without thereby affecting
the terms of this Plan as in effect for any other purpose, and the Secretary or
other appropriate officer of the Company may certify any such document as having
been approved and adopted in the same manner as this Plan. No such special
terms, supplements, amendments or restatements, however, shall include any
provisions that are inconsistent with the terms of this Plan as then in effect
unless this Plan could have been amended to eliminate such inconsistency without
further approval by the stockholders of the Company.

        15.    ADMINISTRATION OF THIS PLAN.

               (a) This Plan shall be administered by the Board, which may from
        time to time delegate all or any part of its authority under this Plan
        to a committee of the Board (or subcommittee thereof) consisting of not
        less than two Non-Employee Directors appointed by the Board. A majority
        of the committee (or subcommittee) shall constitute a quorum, and the
        action of the members of the committee (or subcommittee) present at any
        meeting at which a quorum is present, or acts unanimously approved in
        writing, shall be the acts of the committee (or subcommittee). To the
        extent of any such delegation, references in this Plan to the Board
        shall be deemed to be references to any such committee or subcommittee.

               (b) The interpretation and construction by the Board of any
        provision of this Plan or of any agreement, notification or document
        evidencing the grant of Option Rights, Appreciation Rights, Restricted
        Shares, Deferred Shares, Performance Shares or Performance Units and any
        determination by the Board pursuant to any provision of this Plan or of
        any such agreement, notification or document shall be final and
        conclusive. No member of the Board shall be liable for any such action
        or determination made in good faith.

        16. AMENDMENTS, ETC.

               (a) The Board may at any time and from time to time amend this
        Plan in whole or in part; provided, however, that any amendment which
        must be approved by the stockholders of the Company in order to comply
        with applicable law or the rules of the New York Stock Exchange or, if
        the Common Shares are not traded on New York Stock Exchange, the
        principal national securities exchange upon which the Common Shares are
        traded or quoted, shall not be effective unless and until such approval
        has been obtained. Presentation of this Plan or any amendment hereof for
        stockholder approval shall not be construed to limit the Company's
        authority to offer similar or dissimilar benefits under other plans
        without stockholder approval.

                (b) The Board also may permit Participants to elect to defer the
        issuance of Common Shares or the settlement of awards in cash under this
        Plan pursuant to such rules, procedures or programs as it may





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<PAGE>   11

        establish for purposes of this Plan. The Board also may provide
        that deferred issuances and settlements include the payment or crediting
        of dividend equivalents or interest on the deferral amounts.

               (c) The Board may condition the grant of any award or combination
        of awards authorized under this Plan on the surrender or deferral by the
        Participant of his or her right to receive a cash bonus or other
        compensation otherwise payable by the Company or a Subsidiary to the
        Participant.

               (d) In case of termination of employment by reason of death,
        disability or normal or early retirement, or in the case of hardship or
        other special circumstances, of a Participant who holds an Option Right
        or Appreciation Right not immediately exercisable in full, or any
        Restricted Shares as to which the substantial risk of forfeiture or the
        prohibition or restriction on transfer has not lapsed, or any Deferred
        Shares as to which the Deferral Period has not been completed, or any
        Performance Shares or Performance Units which have not been fully
        earned, or who holds Common Shares subject to any transfer restriction
        imposed pursuant to Section 9(b) of this Plan, the Board may, in its
        sole discretion, accelerate the time at which such Option Right or
        Appreciation Right may be exercised or the time at which such
        substantial risk of forfeiture or prohibition or restriction on transfer
        will lapse or the time when such Deferral Period will end or the time at
        which such Performance Shares or Performance Units will be deemed to
        have been fully earned or the time when such transfer restriction will
        terminate or may waive any other limitation or requirement under any
        such award.

               (e) This Plan shall not confer upon any Participant any right
        with respect to continuance of employment or other service with the
        Company or any Subsidiary, nor shall it interfere in any way with any
        right the Company or any Subsidiary would otherwise have to terminate
        such Participant's employment or other service at any time.

               (f) To the extent that any provision of this Plan would prevent
        any Option Right that was intended to qualify as an Incentive Stock
        Option from qualifying as such, that provision shall be null and void
        with respect to such Option Right. Such provision, however, shall remain
        in effect for other Option Rights and there shall be no further effect
        on any provision of this Plan.

        17. TERMINATION. No grant shall be made under this Plan more than 10
years after the date on which this Plan is first approved by the stockholders of
the Company, but all grants made on or prior to such date shall continue in
effect thereafter subject to the terms thereof and of this Plan.






















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