Exhibit
10.1  Amended and Restated MYR
Group Inc. 2006 Stock Option Plan  As Amended May 12, 2009  1.            Purpose  The purpose of the MYR Group Inc. 2006 Stock Option
Plan (the Plan) is to assist MYR Group Inc. (the Company) and its
Affiliated Companies in attracting and retaining individuals of outstanding
ability to serve as employees in positions of responsibility, and to provide
them with incentives that will motivate and reward their efforts and
contributions towards the success of the Company and its Affiliated Companies.  2.            Definitions  As used herein, the following terms shall have the
following meanings:  Affiliated Companiesshall mean each direct or indirect
subsidiary of the Company.  Board of Directorsshall mean the Board of Directors of the
Company.  Causeshall mean, in the event of an existing
employment agreement between and Eligible Employee and the Company or any of
its Affiliated Companies Cause as defined in such employment agreement, and
in the absence of any employment agreement between an Eligible Employee and the
Company or any of its Affiliated Companies otherwise defining such term, (i) the
Eligible Employees failure or refusal, in any material respect, to perform his
or her duties or responsibilities to the Company or any of its Affiliated
Companies, or is materially negligent in the performance of those duties, as
determined in good faith by three-fifths of the members of Board of Directors
(after notice to the Eligible Employee and providing the Eligible Employee an
opportunity to meet with the Board of Directors), (ii) the Eligible Employees
conviction of or indicted (or its procedural equivalent) for, or entering a
guilty plea or a plea of no contest with respect to, a felony, the equivalent
thereof, or any other crime with respect to which imprisonment is a possible
punishment, or (iii) the Eligible Employees material breach of any provision
of any employment agreement between the Eligible Employee and the Company or
any of its Affiliated Companies.  Change in Controlshall mean the occurrence of any one of
the following events:  (i)            there
is consummated a merger or consolidation of the Company with any other
corporation or other entity, other than (A) a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving or parent entity) more
than 50% of the combined voting power of the voting securities of the Company
or such surviving or parent entity outstanding immediately after such merger or
consolidation, or (B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) as a result of which
no Person, directly or indirectly, will acquire 50% or more of the combined
voting power of the Companys then outstanding securities; or


(ii)           the
stockholders of the Company approve a plan of complete liquidation of the
Company or there is consummated an agreement for the sale or disposition by the
Company of all or substantially all of the Companys assets (or any transaction
having a similar effect), other than a sale or disposition by the Company of
all or substantially all of the Companys assets to an entity, at least 50% of
the combined voting power of the voting securities of which are owned by
stockholders of the Company in substantially the same proportions as their
ownership of the Company immediately prior to such sale.  For purposes of (i) above, the term Person shall
mean a Person as defined in Section 3(a)(9) of the Securities Exchange Act of
1934, as amended, as modified and used in Sections 13(d) and 14(d)(2) thereof,
except that such term shall not include (i) any shareholder of the Company or
parent of such shareholder, (ii) the Company or any of its Affiliated
Companies, (iii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Affiliated Companies, (iv) an
underwriter temporarily holding securities pursuant to an offering of such
securities or (v) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of Shares of the Company.  Closing Dateshall mean March 10, 2006.  Codeshall mean the Internal Revenue Code of
1986, as amended.  Date of Grant
shall mean, with respect to any Option, the date on which the Board of
Directors approves the grant of such Option, or such later date as may be
specified as the date of grant in the instrument evidencing the grant of such
Option.  Eligible Employeeshall mean any employee of the Company or
any of its Affiliated Companies who, in the sole judgment of the Board of
Directors, has made or is expected to make significant contributions to the
success of the Company and its Affiliated Companies. An individual employed
with any entity other than the Company shall be treated as an Eligible Employee
only if such entity is a member of a group of corporations or other entities
that includes the Company which is treated as a single service recipient for
purposes of Treasury regulation §1.409A-1(b)(5)(iii)(A) and (D)  For such purposes, the language at least 50%
shall be used instead of at least 80% each place it appears in section 1563(a)(1),
(2) and (3) of the Code and in Treas. Reg.§1.414(c)-2.  Fair Market Valueshall mean the value of a Share as
determined by the Board of Directors (i) using a valuation method that
satisfies the valuation requirements set forth in IRS Notice 2005-1, Q &
A-4(d)(ii), for purposes of determining the exercise price of any Option
granted prior to January 1, 2007, and (ii) using a valuation method that
satisfies the valuation requirements set forth in Treasury regulation
§1.409A-1(b)(5)(iv), for purposes of all other valuations of a Share required
to be made under the Plan.  Internal Rate of Returnshall mean, as of any date of
calculation, the internal rate of return realized by the Purchaser on its
equity investment in the Company, expressed as the per annum discount rate at
which the sum of the following cash flows is equal to zero (assuming
discounting on the basis of a year of 365 days and actual days elapsed): (i) the
aggregate amount  2


of (A) the purchase price paid by the Purchaser for
the Shares acquired by it from FirstEnergy Corp. on the Closing Date, and (B) all
amounts paid by the Purchaser to the Company after the Closing Date for the
issuance of additional Shares to the Purchaser or as capital contributions to
the Company (with each of the amounts referred to in (A) and (B) treated as a
negative amount for purposes of any calculation hereunder), and (ii) the
aggregate amount of (C) the proceeds realized by the Purchaser upon each sale
of Shares held by it to one or more third parties unaffiliated with the
Purchaser, and (D) all dividends and other distributions (including any
distributions in liquidation or partial liquidation of the Company or
distributions by the Company of proceeds realized by it on the sale of any of
its assets) paid by the Company to the Purchaser with respect to the Shares
held by it. The Internal Rate of Return shall be calculated using the XIRR
function in Microsoft Excel 2005 or an equivalent function in any other
software package approved by the Purchaser.  Optionshall mean an option to purchase Shares
granted under the Plan to an Eligible Employee.  Option Holdershall mean any person who, under the
provisions of this Plan, holds one or more Options granted to an Eligible
Employee under the Plan.  Performance Requirementshall mean (a) in the case of any Tranche
of any Option granted during 2006, the Performance Requirement applicable to
such Tranche under Section 5(e)(ii); and (b) in the case of any Option, or
Tranche of any Option, granted after December 31, 2006, any requirement based
on the Purchasers realization of a specified Internal Rate of Return that must
be satisfied in order for such Option, or Tranche, to become vested and
exercisable.  Purchasershall mean MYR Group Holdings, LLC.  Sharesshall mean shares of the common stock of
the Company.  Termination of Employment shall mean, with respect to any
Eligible Employee, his or her ceasing to be employed by the Company or any of
its Affiliated Companies.  Trancheshall mean a portion of an Option,
covering a specified percentage of the total number of Shares that may be
purchased under the Option, that is subject to requirements for vesting and
exercisability that differ in any respect from the requirements for vesting and
exercisability of the Option with respect to Shares covered under any other
portion of the Option.  3.            Shares Available for the Grant of Options  Shares delivered upon the exercise of Options granted under
the Plan may be authorized but unissued Shares, or previously issued Shares
reacquired by the Company by private purchase or redemption or by purchase on
the open market. The number of Shares available for issuance in respect of
Options granted under the Plan shall be subject to the following limitations:  (a)           The
aggregate number of Shares that may be issued in respect of Options granted
under the Plan, as determined as of any date, shall notexceed
1,827,409 Shares.  3


(b)          Upon
the grant of any Option hereunder, the aggregate number of Shares available for
further grants of Options under the Plan shall be reduced by the number of
Shares subject to the Option so granted.  (c)           There
shall be added back to the aggregate number of Shares available for further
grants of Options under the Plan, as determined under (a) and (b) above, any
Shares as to which an Option granted hereunder has not been exercised at the
time of its expiration, cancellation or forfeiture.  (d)          The
limitations provided in this Section 4 shall be subject to adjustment as
provided in Section 8.  4.            Grant of Options  Subject to the limitations set forth in Section 3,
Options may be granted under the Plan at such times, to such Eligible Employees,
for the purchase of such number of Shares, upon such terms and conditions not
inconsistent with the provisions of the Plan, as the Board of Directors in its
sole discretion may determine.  Each grant of an Option hereunder shall be evidenced
by a written instrument in such form as the Board of Directors shall prescribe,
setting forth the terms and conditions applicable to such Option. Except as
otherwise provided under the Plan, an Option may be granted to any individual
Eligible Employee or group of Eligible Employees on terms and conditions that
differ from the terms and conditions upon which Options are granted to any
other individual Eligible Employee or group of Eligible Employees. The
instrument evidencing the grant of any Option shall specify that the Option
shall be subject to all of the terms and provisions of the Plan as in effect
from time to time subject, however, to the limitation on amendments set forth
in Section 12.  5.            Terms and Conditions for Options  Options under the Plan shall be granted subject to the
terms and conditions set forth below.  (a)           Type
of Options. The terms of each Option shall provide that it will not be
treated as an incentive stock option within the meaning of section 422(b) of
the Code.  (b)          Tranches.
Each Option granted under the Plan during 2006 shall be divided into three
Tranches. The first Tranche of such Option shall be designated as Tranche I,
and shall cover 25% of the total number of Shares subject to the Option. The
second and third Tranches of such Option shall be designated, respectively, as
Tranche II and Tranche III, and shall each cover 37.5% of the total number of
Shares subject to such Option. Options granted under the Plan after December 31,
2006 may be divided into such number of Tranches (if any), covering such
percentages of the total number of Shares subject to such Options, as the Board
of Directors may determine in its sole discretion.  (c)           Term
of Options. The term during which an Option may be exercised shall be such
period of time as determined by the Board of Directors at the time of grant of
the Option,  4


but in no event may the term of any Option exceed ten
years from the Options Date of Grant. Notwithstanding any other provision in
the Plan to the contrary, no Option may be exercised after its expiration.  (d)Vesting and Exercise of Options. Each Option granted under the Plan
shall vest and become exercisable, in whole or in part, at such time or times
during its term, and subject to the satisfaction of such requirements, (i) as
provided in (e) below, in the case of any Option granted during 2006, and (ii) as
determined by the Board of Directors in its sole discretion and as specified in
the instrument evidencing the grant of the Option, in the case of any Option
granted after December 31, 2006. To the extent that an Option has become
exercisable pursuant to the preceding sentence, itmay be exercised thereafter at any time or from time to time
during its term, as to any or all Shares as to which the Option has become and
remains exercisable, subject to the provisions of (f) below.  (e)Vesting Requirements for Options Granted
in 2006. Each
Option granted under the Plan during 2006 shall become vested and exercisable
in accordance with the provisions set forth below.  (i)Each Tranche of such Option shall become
vested and exercisable (A) with respect to 1/3rd of the total number of Shares
covered by such Tranche , on the first anniversary of the Options Date of
Grant or, if later, on the first date as of which the Performance Requirement
applicable to such Tranche has been satisfied; (B) with respect to an
additional 1/3rd of the total number of Shares covered by such Tranche, on the
second anniversary of the Options Date of Grant or, if later, on the first
date as of which the Performance Requirement applicable to such Tranche has
been satisfied; and (C) with respect to the remaining 1/3rd of the total number
of Shares covered by such Tranche, on the third anniversary of the Options Date
of Grant or, if later, on the first date as of which the Performance
Requirement applicable to such Tranche has been satisfied.  (ii)The Performance Requirement applicable to
each Tranche of such Option shall be treated as having been satisfied (A) in the
case of Tranche I of such Option, once the Internal Rate of Return realized by
the Purchaser is equal to or exceeds 0%; (B), in the case of Tranche II of such
Option, once the Internal Rate of Return realized by the Purchaser is equal to
or exceeds 8%; and (C) in the case of Tranche III of such Option, once the
Internal Rate of Return realized by the Purchaser is equal to or exceeds 15%.  (iii)For
purposes of (ii) above, the Internal Rate of Return realized by the Purchaser
on its initial equity investment in the Company shall be calculated from the
Closing Date, and the Internal Rate of Return realized by the Purchaser on any
additional investments in the Company made by the Purchaser after the Closing
Date shall be calculated from the date or dates on which the Purchaser made
such additional equity investments.  (f)Termination of Employment. If an Eligible Employees Termination
of Employment occurs by reason of his or her death, permanent and total
disability (as defined in section 22(e)(3) of the Code), Retirement (as defined
below), or termination by the Company for any reason other than for Cause, the
portion of any outstanding Option held by such Eligible Employee (or by any
person to whom such Option was transferred by the Eligible Employee  5


pursuant to Section 6) on the date of such Eligible
Employees Termination of Employment that had become vested and exercisable but
which had not been exercised prior to such date, shall remain exercisable for a
period of 90 days after such date, or for such longer period after such date as
the Board of Directors may determine in its sole discretion pursuant to Section
10(b), but in no event shall such post-termination period of exercise extend
beyond the date of expiration of the term of the Option . For purposes of the
foregoing, the term Retirement shall mean an Eligible Employees voluntary
Termination of Employment at any date (i) after he or she has (A) attained age
60 and (B) the sum of his or her age and the number of his or her years of
employment with the Company and any of its Affiliated Companies equals or
exceeds 75, or (ii) after he or she has attained such earlier age and/or
completed such fewer number of years of employment with the Company and any of
its Affiliated Companies (A) as may be specified in the instrument or
instruments evidencing the grant of the Option or Options in question, or (B) as
the Board of Directors in its sole discretion may determine pursuant to Section
10(b).  Except as provided in the preceding paragraph, the
portion of any outstanding Option held by an Eligible Employee (or by any
person to whom such Option was transferred by the Eligible Employee pursuant to
Section 6) on the date of the Eligible Employees Termination of Employment
that had not become vested and exercisable prior to such date, and the portion
of such Option that had become vested and exercisable but which had not been
exercised prior to such date, shall be forfeited on such date.  (g)Exercise Price. The price at which Shares may be
purchased upon any exercise of an Option shall be the price per share
determined by the Board of Directors and specified in the instrument evidencing
the grant of such Option, but in no event shall the exercise price per share be
less than the Fair Market Value of a Share determined as of the Date of Grant
of the Option.  (h)Other Option Provisions. The instrument evidencing the grant of
any Option hereunder may contain such other terms and conditions, not
inconsistent with the provisions of the Plan or any applicable law, as the
Board of Directors may determine.  (i)Method of Exercise and Payment. An Option shall be exercised by
delivering a written notice of exercise, in such form as the Board of Directors
shall have approved, to the Company at its principal business office and
addressed to the attention of the Companys Secretary or such other person as
the Secretary may have designated to receive such notice. The notice shall
specify the number of Shares with respect to which the Option is to be
exercised, and shall be accompanied by the full exercise price for the Shares
to be purchased.  An Option may not be exercised at any one time as to
less than 100 Shares, or less than the number of Shares to which the Option is
then exercisable if that number is less than 100 Shares. No fractional Share
may be purchase upon the exercise of any Option.  Payment of the exercise price for Shares shall be made
by one, or by a combination of any, of the following methods: (i) in immediately
available funds, by certified or bank cashiers check; (ii) if permitted by the
Board of Directors and subject to any terms and conditions it may impose on the
use of such methods, by (A) the delivery of other Shares owned by the Option
Holder, or (B) the withholding by the Company of Shares that otherwise would
have  6


been delivered to the Option Holder upon exercise of
the Option; or (iii) by any other method of payment as the Board of Directors
may from time to time approve.  Shares delivered to the Company or withheld by it in
payment of part or all of the exercise price upon exercise of an Option shall
be valued at their Fair Market Value as of the close of business on the date
preceding the date on which the Option is exercised.  (j)Additional Conditions for Option Exercise. An Option Holders exercise of any
Option granted hereunder shall be subject to the following additional
condition:  (i)[REMOVED]  (ii)If the Company in its sole discretion determines
that it is necessary or appropriate for it to do so, it may require an Option
Holder, as a condition of his or her right to purchase any Shares pursuant to
an exercise of any Option, to deliver to the Company a written representation
that the Shares to be acquired upon such exercise are intended to be acquired
by the Option Holder for investment and not for resale or with a view to the
distribution thereof. If certificates are delivered to an Option Holder for any
Shares with respect to which such an investment representation has been
delivered to the Company, the Company may cause a legend to be placed upon each
such certificate delivered to the Option Holder upon his or her exercise of the
Option to make appropriate reference to such representation, and to restrict
the transfer of the Shares evidenced by such certificate in the absence of
compliance with applicable federal or state securities laws.  (iii)          [REMOVED]  6.Transferability of Options  (a)Except as provided below, Options shall
not be transferable by the Option Holder otherwise than by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order as
defined in the Code, and shall be exercisable during an Option Holders
lifetime only by such Option Holder.  (b)Notwithstanding the above, if the
instrument evidencing the grant of an Option so provides and subject to such
limitations, terms and conditions as may be specified therein, an Eligible
Employee who holds any Option may, at any time prior to his or her death,
transfer or assign all or any portion of such Option to: (i) his or her spouse
or lineal descendants or the spouse or spouses of his or her lineal
descendants; (ii) the trustee of a trust established for the benefit of his or
her spouse or lineal descendants or the spouse or spouses of his or her lineal
descendants; or (iii) a partnership whose only partners are the spouse and/or
lineal descendants and/or the spouse or spouses of the lineal descendants of
the Option Holder.  7.            Taxes  Notwithstanding any other provision of the Plan, the
Company or any of its Affiliated Companies may make such provisions and take
such steps as it may deem necessary or appropriate for the withholding of all
federal, state and local taxes required by law to be withheld with respect to
the exercise of any Option, including but not limited to (i) deducting the
amount  7


of taxes so required to be withheld from any other
compensation or other amounts then or thereafter payable to the Eligible
Employee to whom such Option was granted, and/or (ii) if the Board of Directors
so permits and subject to such terms and conditions as it may require, (A) by
the delivery of Shares previously owned by the Option Holder, or (B) by the
withholding of a portion of the Shares that otherwise would be delivered or
paid to the Option Holder with respect to his or her exercise of the Option, or
(iii) by a combination of payments in cash and Shares. Any Shares that are
delivered or withheld to satisfy tax withholding requirements shall be valued
at their Fair Market Value as of the date of settlement of payment of the
exercise price under the Option. Notwithstanding the foregoing, the aggregate
Fair Market Value of the Shares that may be used to satisfy tax withholding
requirements with respect to the exercise of an Option may not exceed the
minimum statutory amounts of tax required to be withheld with respect to such
exercise of the Option.  8.Certain Adjustments to Shares  In the event of any change in the Companys Shares by
reason of any stock dividend, stock split, recapitalization, reorganization,
merger, consolidation, split-up, combination or exchange of shares, or any
rights offering to purchase Shares at a price substantially below fair market
value, or any similar change affecting the Companys Shares , (i) the aggregate
number and kind of shares specified herein as available for the grant of
Options under the Plan, (ii) the number and kind of shares that may be issued
and delivered to Participants upon the exercise of any Options outstanding at
the time of such change, and (iii) the exercise price per share of any Options
outstanding at the time of such change, shall be appropriately adjusted
consistent with such change in such manner as the Board of Directors, in its
sole discretion, may deem equitable to prevent substantial dilution or
enlargement of the rights granted to, or available for, Option Holders
hereunder.  Any such adjustment shall be made in a manner that
will not result in the adjustment being treated as a modification of any
outstanding Option under the applicable provisions of Treasury regulation
§1.409A-1(b)(5)(v).  Each Option Holder shall be given written notice of
any adjustment made pursuant to this Section and, upon such notice, such
adjustment shall be effective and binding for all purposes.  9.            Change in Control  Notwithstanding
any other provision of the Plan to the contrary, upon the occurrence of a
Change in Control the following provisions shall apply:  (a)Each outstanding Option or Tranche
thereof that is subject to a Performance Requirement that has not been
satisfied or waived by the Board of Directors pursuant to Section 10(b) by the
time when such Change in Control becomes effective (the Effective Time) shall
be cancelled and forfeited at the Effective Time, and the holder thereof shall
not be entitled to any payment hereunder with respect thereto.  (b)Each outstanding Option or Tranche
thereof that is subject to a Performance Requirement that has been or will be
satisfied or waived by the Board of Directors pursuant to Section 10(b) by the
Effective Time, and any outstanding Option or Tranche thereof that is not  8


subject to a Performance Requirement, to the extent
such Option or Tranche has not previously become vested and exercisable, shall
become immediately and fully exercisable upon the occurrence of the Change in
Control, and the holder thereof shall be provided with an opportunity to exercise
such Option or Tranche at such time prior to the Effective Time, and in
accordance with such procedures, as the Board of Directors shall determine.  (c)Except as provided in (d) below, the
portion of any Option, or Tranche of any Option, described in (b) above that
remains unexercised at the Effective Time shall be cancelled at such time, and
the holder thereof shall be entitled to receive with respect to such cancelled
Option or Tranche, as soon as practicable after the Effective Time, a single
lump sum cash payment in an amount determined by multiplying (1) the number of
Shares as to which such Option or Tranche remained unexercised at the Effective
Time, by (2) the excess of (A) the average per share amount of consideration
paid for Shares in connection with the Change in Control, over (B) the per
share exercise price of such Option or Tranche  (d)If the Board of Directors so determines
in its sole discretion, the portion of any Option, or Tranche of any Option,
described in (b) above that remains unexercised at the Effective Time shall be
cancelled at such time, and the holder thereof shall be entitled to receive, in
lieu of the cash payment provided for in (c) above, an Equivalent Option, as
defined in (e) below, in substitution for the cancelled portion of such Option
or Tranche.  (e)           For
purposes of (d) above, an Equivalent Option shall mean an option (New Option)
issued by a corporation whose acquisition of Shares, or acquisition of assets
of the Company and/or its Affiliated Companies, resulted in the Change in
Control (the Acquiror), to the holder of an unexercised Option or Tranche of
an Option cancelled pursuant to (c) above ( the holders Cancelled Option) in
substitution for such Cancelled Option, that (i) permits the holder to purchase
shares of the Acquirors stock having an aggregate Fair Market Value in excess
of the aggregate option price for such shares immediately after the issuance of
the New Option to the holder, that is equal to the excess of the aggregate Fair
Market Value of the Shares that were subject to the unexercised portion of the
Cancelled Option over the aggregate option exercise price for such Shares
immediately before cancellation; (ii) permits such shares to be purchased
during a term expiring on the same date as the expiration date of the term of
the holders Cancelled Option and (iii) contains such other terms and
conditions as are necessary in order for the New Option not to be treated as a modification
of such Cancelled Option under the applicable provisions of Treasury regulation
§1.409A-1(b)(5)(v).  10.          Administration  The Plan shall be administered in accordance with the
provisions set forth below.  (a)In General. The Plan shall be administered by the Board of
Directors. In addition to the responsibilities and powers assigned to the Board
of Directors elsewhere in the Plan, the Board of Directors shall have the
authority, in its sole discretion, to establish from time to time guidelines or
regulations for the administration of the Plan, to interpret the Plan, and to
make all determinations it considers necessary or advisable for the
administration of the Plan. All decisions, actions or interpretations of the
Board of Directors under the Plan shall, to the extent  9


permitted by law be final, conclusive and binding upon
all Eligible Employees and other Option Holders and all other parties.  (b)Modification of Awards. To the extent not inconsistent with the
terms of the Plan or any provision of applicable law, the Board in its sole
discretion may waive or modify any of the terms and conditions set forth in the
instrument evidencing the grant of any Option hereunder, including without
limitation, (i) to permit such Option to become exercisable as to any portion
of the Shares subject to the Option at any time earlier than the time specified
in such instrument, (ii) to extend the term of such Option beyond the date
specified in such instrument as the expiration date for the term of the Option
(but not beyond the day immediately preceding the tenth anniversary of the Date
of Grant of the Option), or (iii) to permit such Option, to the extent it has
become or becomes exercisable, to remain exercisable for any period of time
(including any period after the Eligible Employees Termination of Employment)
beyond the period of time specified in such instrument but not beyond the date
of expiration of the Option, including any extension thereof permitted under
clause (ii);  Notwithstanding the foregoing, no waiver or
modification may be authorized or directed by the Board of Directors with
respect to any outstanding Option pursuant to this Section 10(b) without the
consent of the Option Holder if it would adversely affect, to any material
extent, any of the rights of the Option Holder with respect to such Option, or
without the consent of the Eligible Employee to whom such Option was granted,
if it would constitute a modification of such Option under the applicable
provisions of Treasury regulation §1.409A-1(b)(5)(v).  (c)Delegation. The Board of Directors in its sole discretion may,
by resolution duly adopted by it, delegate to any committee of the Board of
Directors authority with respect to such matters pertaining to the
administration of the Plan as the Board of Directors may specify in such
resolution. The Board of Directors also may delegate any ministerial or
nondiscretionary function pertaining to the administration of the Plan to any
one or more officers or other employees of the Company or any of its Affiliated
Companies. Any authority so delegated may be revoked or modified by the Board
of Directors, in whole or in part, at any time.  (d)Indemnification. No member of the Board of Directors,
and no member of any committee of the Board of Directors to which the Board of Directors
has delegated authority with respect to the administration of the Plan, shall
be personally liable by reason of any contract or other instrument executed by
such member or on his or her behalf in his or her capacity as a member of the
Board of Directors or such committee nor for any mistake of judgment made in
good faith, and the Company shall indemnify and hold harmless each member of
the Board of Directors or such committee, and each employee or officer of the
Company or any of its Affiliated Companies to whom any duty or power relating
to the administration or interpretation of the Plan may be delegated, against
any cost or expense (including counsel fees) or liability (including any sum
paid in settlement of a claim with the approval of the Board of Directors)
arising out of any act or omission to act in connection with the Plan unless
arising out of such persons own fraud or bad faith.  10


11.Designation and Change of
Beneficiary  Each Option Holder shall file with the Companys
Secretary, or with such employee of the Company as the Companys Secretary may have
designated to receive same, a written designation of one or more persons as the
beneficiary who shall be entitled to exercise any rights with respect to any
Option, and to receive any Shares or cash amount otherwise issuable or payable
to the Option Holder with respect to such Option, upon or after the Option
Holders death. An Option Holder may, from time to time, revoke or change his
or her beneficiary designation without the consent of any previously designated
beneficiary by filing a new designation with the or its designee. The last such
designation received by the Companys Secretary or his or her designeeshall be controlling; provided, however,
that no designation, or change or revocation thereof, shall be effective unless
received by the Companys Secretary or his or her designee prior to the Option
Holders death, and in no event shall it be effective as of a date prior to
such receipt. If at the date of an Option Holders death, there is no
designation of a beneficiary in effect for the Option Holder pursuant to the
provisions of this Section 11, or if no beneficiary designated by the Option
Holder in accordance with the provisions hereof survives to exercise any rights
with respect to any Option or to receive any Shares or cash amount payable
under the Plan with respect to such Option after the Option Holders death, the
Option Holders estate shall be treated as the Option Holders beneficiary for
purposes of the Plan.  12.Amendment and Termination of
Plan  The Board of Directors may amend, suspend or terminate
the Plan at any time. However, no such amendment, suspension or termination
shall adversely affect the rights of any Option Holder with respect to any
Option previously granted hereunder without the Option Holders consent; and no
such amendment (other than an amendment reflecting any adjustment authorized by
the Board of Directors under Section 8) shall increase the maximum number of
Shares which may be purchased pursuant to the exercise of Options granted under
the Plan without the consent of the Companys shareholders.  11.Continued Employment  Nothing contained in the Plan or in any Option granted
pursuant thereto shall confer upon any Eligible Employee any right to continue
to be employed by the Company or any of its Affiliated Companies, or to
interfere in any way with the right of the Company or any of its Affiliated
Companies to terminate such Option Holders employment at any time.  12.          Governing Law  This Plan shall be governed by and construed in
accordance with the laws of the State of New York.  11