Exhibit 10.33.6
                                                                 ---------------


                           SECOND AMENDED AND RESTATED
                              PANAMSAT CORPORATION
                         Long-Term Stock Incentive Plan
                               Established in 1997

                         (Effective as of June 1, 2001)


                                    ARTICLE I

                                     GENERAL

1.01.    Purpose.

         The purposes of this Long-Term Stock Incentive Plan Established in 1997
(the "Plan") are to: (1) closely associate the interests of the employees,
directors and independent contractors of PanAmSat Corporation and its
subsidiaries (collectively referred to as the "Company") with the shareholders
by reinforcing the relationship between participants' rewards and shareholder
gains; (2) provide employees, directors, leased employees and independent
contractors with an equity ownership in the Company commensurate with Company
performance, as reflected in increased shareholder value; (3) maintain
competitive compensation levels; and (4) provide an incentive to management for
continuous employment with the Company.

1.02.    Definitions.

         For purpose of this Plan the following definitions shall apply:

         (a) "Cause" means: (1) the intentional and continuing refusal of a
         Recipient to perform the duties or services for which the Recipient is
         compensated by the Company, (2) the Recipient is convicted of, pleads
         guilty to, or pleads no contest to, any criminal offense which, in the
         good faith determination of the Committee, will result, or has
         resulted, in material pecuniary harm to the Company or material harm to
         the reputation of the Company or (3) the Recipient engages in an
         illegal or fraudulent act or acts which, in the good faith
         determination of the Committee, will result or has resulted, in
         material pecuniary harm to the Company or material harm to the
         reputation of the Company.

         (b) "Disability" means any time during which the Recipient is unable
         substantially to discharge the responsibilities for which he is
         employed or, if not an employee, to render the services for which the
         individual receives compensation from the Company by reason of physical
         illness or incapacity, whether arising out of sickness, accident or
         otherwise, and must be evidenced by written determination of a
         qualified medical doctor acceptable to the Company and the award
         Recipient (or in the event of the Recipient's incapacity to designate a
         doctor, the Recipient's legal representative), which determination
         shall specify


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         the date on which the Disability commenced and that it has continued
         uninterrupted for at least 180 days.

         (c) "Fair Market Value" as of any date and in respect of any share of
         Common Stock means the last trading price on such date or on the next
         business day, if such date is not a business day, of a share of Common
         Stock as reported by NASDAQ or the principal national securities
         exchange on which such shares are listed or admitted to trading
         provided that, if shares of Common Stock shall not have been traded on
         the NASDAQ or another principal national exchange for more than 10 days
         immediately preceding such date or if deemed appropriate by the
         Committee for any other reason, the fair market value of shares of
         Common Stock shall be as determined by the Committee in such other
         manner as it may deem appropriate. In no event shall the fair market
         value of any share of Common Stock be less than its par value.

         (d) "Option" means a Nonqualified Stock Option or Incentive Stock
         Option.

         (e) "Option Price" means the purchase price per share of Common Stock
         deliverable upon the exercise of a Nonqualified Stock Option or
         Incentive Stock Option.

         (f) "Recipient" means any individual described in Section 1.04 hereof
         who has been granted an award of any type described in Section 1.05
         hereof.

         (g) "Retirement" means (i) a termination of employment or service by a
         Recipient on or following his attainment of age 62 or (ii) in the case
         of a Recipient who is a non-employee, a termination of services that is
         designated a retirement by the Committee.

         (h) "Award" means an award under the Plan of an Option, Alternate
         Right, restricted stock, performance share or performance unit.

         (i) "Change in Control" means the effective date of any of the
         following events: (1) consummation of a change in ownership of the
         Company, whether by sale, merger, consolidation or reorganization, and
         whether in one or more such transactions, pursuant to which Hughes
         Electronics Corporation and/or General Motors Corporation does not
         directly or indirectly own more than fifty percent (50%) of the
         outstanding Common Stock, in value, of the Company or any successor
         surviving entity; or (2) the sale or distribution of all or
         substantially all of the assets of the Company to an unrelated entity
         or entities or to an entity in which Hughes Electronics Corporation
         and/or General Motors Corporation does not directly or indirectly own
         more than fifty percent (50%) in value of the equity of such entity.

1.03.    Administration.

         (a) The Plan shall be administered by a committee of the Board of
         Directors of the Company (the "Committee") consisting of at least two
         persons. From and after the date (the "Registration Date") that the
         Company has a class of equity securities registered pursuant to Section
         12 of the Securities Exchange Act of 1934, as amended (the


<PAGE>


         "Act"), each such person shall be an "outside director" within the
         meaning of Section 162(m) of the Internal Revenue Code of 1986, as
         amended (the "Code").

         (b) Subject to the terms of the Plan, including, without limitation,
         Section 1.07 hereof, the Committee shall have the authority in its sole
         discretion and from time to time to:

              (i) designate the employees or classes of employees and other
              service providers, including directors and independent contractors
              to participate in the Plan from among the class(es) specified in
              1.04;

              (ii) grant awards provided in the Plan in such form and amount as
              the Committee shall determine;

              (iii) impose, modify or amend any such limitations, restrictions
              and conditions upon any such award as the Committee shall deem
              appropriate;

              (iv) interpret the Plan, adopt, amend and rescind rules and
              regulations relating to the Plan, and make all other
              determinations and take all other action necessary or advisable
              for the implementation and administration of the Plan; and

              (v) delegate to individuals or entities such duties in the
              administration of the Plan as the Committee deems appropriate,
              except (x) with respect to the matters which under Section 162(m)
              of the Code and Treasury Regulation Section 1.162-27(e) are
              required to be determined or established by the Committee to
              qualify awards under the Plan as qualified performance-based
              compensation and (y) with regard to awards to Insiders, as defined
              in Section 1.07(a) hereof, and any other aspect relating to such
              awards.

         (c)   No member of the Committee or the Board of Directors of the
         Company shall be liable for any action, failure to act, determination
         or interpretation made in good faith with respect to the Plan or any
         transaction hereunder, except for liability arising from his or her own
         willful misfeasance, gross negligence or reckless disregard of his or
         her duties. The Company hereby agrees to indemnify each member of the
         Committee and the Board of Directors of the Company for all costs and
         expenses and, to the extent permitted by applicable law, any liability
         incurred in connection with defending against, responding to,
         negotiation for the settlement of or otherwise dealing with any claim,
         cause of action or dispute of any kind arising in connection with any
         actions in administering this Plan or in authorizing or denying
         authorization to any transaction hereunder.

1.04.    Eligibility for Participation.

         Participants in the Plan shall be selected by the Committee from among
the executive officers, other employees, directors, leased employees and
independent contractors of the Company who have the capability of making a
substantial contribution of the success of the Company. In making this selection
and in determining the form and amount of awards, the


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Committee may consider any factors it deems relevant, including without
limitation the individual's functions, responsibilities, value of services to
the Company and past and potential contributions to the Company's profitability
and sound growth.

1.05.    Types of Awards Under Plan.

         Awards under the Plan may be in the form of any one or more of the
following:

              (i) Nonqualified Stock Options, as described in Article II;
              (ii) Incentive Stock Options, as described in Article III;
              (iii) Alternate Appreciation Rights, as described in Article IV;
              (iv) restricted stock, on such terms as the Committee may decide;
              (v) performance units, on such terms as the Committee may decide;
              and
              (vi) performance shares, on such terms as the Committee may
              decide.

1.06.    Aggregate Limitation on Awards.

         (a) Shares of stock which may be issued under the Plan shall be
         authorized and unissued or treasury shares of common stock of the
         Company, par value of $.01 per share ("Common Stock"). The maximum
         number of shares of Common Stock which may be issued under the Plan
         shall be 17,456,140 shares. The maximum number of shares of Common
         Stock which may be issued to any Recipient under the Plan shall be
         2,000,000.

         (b) Any shares of Common Stock subject to a Nonqualified Stock Option
         or Incentive Stock Option which for any reason is terminated,
         unexercised or expires shall again be available for issuance under the
         Plan.

         (c) During the period that any awards remain outstanding under the
         Plan, the Committee may make good faith adjustments with respect to the
         number of shares of Common Stock attributable to such awards for
         purposes of calculating the maximum number of shares of Common Stock
         available for the granting of future awards under the Plan.

1.07.    Special Limitations Applicable to Certain Awards.

         (a) Awards to Section 16 Recipients: Notwithstanding any other
         provision of this Plan to the contrary, no award granted under this
         Plan to a person who is subject to Section 16 of the Act (i.e., an
         "Insider") shall vest or be exercisable earlier than the day after the
         expiration of six (6) months from (i) its date of grant or (ii) in the
         case of an award of performance units or performance shares, the date
         that a final determination has been made that the award is payable,
         unless prior to the time of grant such award was approved by both the
         Committee and the Board of Directors of the Company.

         (b) Awards to Non-Employee Directors: Notwithstanding any other
         provision of this Plan to the contrary, no award may be granted to a
         director who is not an employee of the Company unless such award is
         granted by the Company's full Board of Directors.


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1.08.    Effect of Death, Disability, Retirement or Other Terminations of
         Employment on Recipients.

         (a) Death or Disability of a Recipient: Unless the Committee in its
         sole discretion determines otherwise, either at the time an award is
         granted or thereafter, upon the death or Disability of the Recipient
         during his employment with the Company (or, in the case of a
         non-employee, his performance of services for the Company), the
         Recipient may exercise any award which was exercisable on the date of
         death, or Disability within one year of the termination due to death or
         Disability. After such one-year period, the award shall terminate. In
         the case of death, the award may be exercised by the Recipient's estate
         or by a person who acquires the right to exercise such award by bequest
         or inheritance or by reason of the death of the Recipient. In the case
         of Disability, the award may be exercised by the Recipient (or, if the
         participant is not capable, by his guardian or legal representative).

         (b) Retirement of a Recipient or Termination of a Recipient Without
         Cause:

              (i) Unless the Committee determines otherwise, either at the time
              an award is granted or thereafter, effective for any awards
              granted under the Plan after March 1, 2000, upon the termination
              of the employment of the Recipient by reason of Retirement (or, in
              the case of a non-employee, upon the termination of services by
              reason of Retirement) the Recipient may exercise any award which
              was exercisable on the date of his Retirement during a period
              equal to the lesser of: (y) five years from the date of the
              Recipient's Retirement or (z) the term of the award; provided,
              however, that such Recipient may not, without the written consent
              of the Company, exercise any vested award pursuant to this Section
              1.08 (b)(i) if any of the following events occur:

                   (A) at any time, the Recipient discloses any information
                   deemed confidential by the Committee (the "Proprietary
                   Information") to any unauthorized person outside the Company;

                   (B) within 12-months of the termination of such employment or
                   services, the Recipient directly or indirectly hires or
                   attempts to hire any person who is, or was during the then
                   most recent 6-month period, employed by the Company;

                   (C) within 12-months of the termination of such employment or
                   services, the Recipient solicits any business of any person
                   or entity who is, or was during the then most recent 6-month
                   period, a customer or client of the Company; or

                   (D) within 12-months of the termination of such employment or
                   services, the Recipient directly or indirectly, engages in
                   any activity which, in the opinion of the Committee, is
                   competitive with any activity of the


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                   Company in any geographic area in which the Company has
                   engaged, or will engage during such period (including,
                   without limitation, any area in which any customer of the
                   Company may be located).

                   After the expiration of the exercise period or the occurrence
                   of any of the events described in subparagraphs A, B and C
                   above, the Recipient will forfeit all interests in any
                   outstanding award that remains unexercised and such award
                   will terminate.

              (ii) Unless the Committee determines otherwise, either at the time
              an award is granted or thereafter, upon the termination of the
              employment (or, in the case of a non-employee, the termination of
              services) of the Recipient by the Company without cause, the
              Recipient may exercise any award which was exercisable on the date
              of termination of employment (or, in the case of a non-employee,
              the termination of services) within three months from the date of
              such termination of employment (or, in the case of a non-employee,
              the termination of services). After such three-month period, the
              award shall terminate.

         (c) Termination for Other Reasons: Subject to paragraphs (a) and (b)
         above, and unless the Committee in its sole discretion determines
         otherwise, either at the time an award is granted or thereafter, upon
         the termination of the employment (or, in the case of a non-employee,
         termination of services) of the Recipient, the Recipient will forfeit
         all interests in the award and such award will terminate.

         (d) Definition of Company: For purposes of this Section 1.08, effective
         for any awards granted under this Plan on or after July 9, 1999,
         "Company" shall include PanAmSat Corporation, its subsidiaries and any
         affiliated companies.

         (e) Nonconsolidated Entities: Notwithstanding paragraph (d) of Section
         1.08, with respect to any awards granted on or after December 7, 2000,
         in the case of a Recipient who is an employee of the Company or any
         subsidiary or affiliated company that is, as of the date an award is
         granted, considered to be a "consolidated group member" of the Company
         within the meaning of FASB Interpretation No. 44, if (i) such
         Recipient's employment is transferred to a subsidiary or affiliated
         company that is not considered to be a consolidated group member of the
         Company or (ii) the Recipient's employer ceases to be a consolidated
         group member but otherwise continues to qualify as a "subsidiary" or
         "affiliated company" for purposes of the Plan, the vesting of such
         award shall cease, and all unvested portions of such award shall
         terminate, as of the date of such event (provided that the Committee,
         in its sole discretion, may accelerate or continue the vesting of such
         award and establish any terms and conditions applicable thereto), but,
         solely for purposes of this Section 1.08, such Recipient's employment
         shall be deemed to continue.

1.09.    Effective Date and Term of Plan.


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         (a) The Plan shall become effective on the date it is adopted by the
         Committee, subject only to approval by the Board of Directors of the
         Company and the affirmative vote of the holders of a majority of the
         Common Stock.

         (b) No award shall be made under the Plan after the tenth anniversary
         of the effective date of the Plan described in (a) above; provided,
         however, that the Plan and all awards made under the Plan prior to such
         date shall remain in effect until such awards have been satisfied or
         terminated in accordance with the Plan and the terms of such awards.


                                   ARTICLE II

                           NONQUALIFIED STOCK OPTIONS

2.01.    Award of Nonqualified Stock Options.

         The Committee may from time to time, and subject to the provisions of
the Plan and such other terms and conditions as the Committee may prescribe,
grant to any participant in the Plan one or more options to purchase for cash or
shares of Common Stock the number of shares of Common Stock ("Nonqualified Stock
Options") allotted by the Committee. The date a Nonqualified Stock Option is
granted shall mean the date selected by the Committee as of which the Committee
allots a specific number of shares to a participant pursuant to the Plan.

2.02.    Nonqualified Stock Option Agreements.

         The grant of a Nonqualified Stock Option shall be pursuant to a written
Nonqualified Stock Option Agreement, executed by the Company and identifying the
holder of a Nonqualified Stock Option (the "optionee"), in such form as the
Committee may from time to time determine.

2.03.    Nonqualified Stock Option Price.

         The Option Price per share of Common Stock deliverable upon the
exercise of a Nonqualified Stock Option shall be 100% of the Fair Market Value
of a share of Common Stock on the date the Nonqualified Stock Option is granted.

2.04.    Manner of Payment.

         Each Nonqualified Stock Option Agreement shall set forth the procedure
governing the exercise of the Nonqualified Stock Option granted thereunder, and
shall provide that, upon such exercise in respect of any shares of Common Stock
subject thereto, the optionee shall pay to the Company, in full, the Option
price for such shares and the applicable withholding taxes with (a) cash, (b)
previously owned Common Stock or (c) a combination of cash and previously owned
Common Stock. In addition, each Nonqualified Stock Option Agreement shall permit
the optionee to pay the Option Price and any related withholding taxes through a
cashless exercise program established by the Company or the Committee with a
broker.


<PAGE>


2.05.    Manner of Delivery and Optionee Rights.

         As soon as practicable after receipt of payment and applicable
withholding taxes in connection with the exercise of a Nonqualified Stock
Option, the Company shall deliver to the optionee a certificate or certificates
for shares of Common Stock. The optionee shall become a shareholder of the
Company with respect to Common Stock represented by share certificates so issued
and as such shall be fully entitled to receive dividends, to vote and to
exercise all other rights of a shareholder.

2.06.    Effect of Exercise.

         The exercise of any Nonqualified Stock Option shall cancel that number
of related Alternate Rights, if any, which is equal to the number of shares of
Common Stock purchased pursuant to said Option.


                                   ARTICLE III

                             INCENTIVE STOCK OPTIONS

3.01.    Award of Incentive Stock Options.

         The Committee may from time to time and subject to the provisions of
the Plan and such other terms and conditions as the Committee may prescribe,
grant to any Plan participant who is an employee meeting the requirements of
Section 422 of the Internal Revenue Code one or more Incentive Stock Options
(intended to qualify as such under the provisions of Section 422 of the Code
("Incentive Stock Options")) to purchase for cash or shares of Common Stock the
number of shares of Common Stock allotted by the Committee. The date an
Incentive Stock Option is granted shall mean the date selected by the Committee
as of which the Committee allots a specific number of shares to a participant
pursuant to the Plan.

3.02.    Incentive Stock Option Agreements.

         The grant of an Incentive Stock Option shall be pursuant to a written
Incentive Stock Option Agreement, executed by the Company and identifying the
holder of an Incentive Stock Option (the "optionee"), in such form as the
Committee may from time to time determine.

3.03.    Incentive Stock Option Price.

         The Option Price per share of Common Stock deliverable upon the
exercise of an Incentive Stock Option shall be 100% (110% in the case of 10%
shareholder, as provided by Section 422(b)(6) of the Code (a "Ten Percent
Stockholder")) of the Fair Market Value of a share of Common Stock on the date
the Incentive Stock Option is granted.

3.04.    Maximum Amount of Incentive Stock Option Grant.


<PAGE>


         To the extent that the aggregate Fair Market Value (determined on the
date the Option is granted) of Common Stock subject to an Incentive Stock Option
granted to an optionee by the Committee (or by the Company or any of its parent
or subsidiary corporations under any other plans) which are exercisable for the
first time during any calendar year exceeds $100,000, the portion of the
Incentive Stock Option exceeding this $100,000 limitation shall be treated as a
Nonqualified Stock Option.

3.05.    Applicability of Stock Options Sections.

         Sections 2.04, Manner of Payment; 2.05, Manner of Delivery and Optionee
Rights; and 2.06, Effect of Exercise, applicable to Nonqualified Stock Options,
shall apply mutatis mutandis to Incentive Stock Options. Said Sections are
incorporated by reference in this Article III as if fully set forth herein and
as if the word "Incentive" were substituted for the word "Nonqualified."


                                   ARTICLE IV

                          ALTERNATE APPRECIATION RIGHTS

4.01.    Award of Alternate Rights.

         Concurrently with the award of any Nonqualified Stock Option or
Incentive Stock Option to purchase one or more shares of Common Stock, the
Committee may, subject to the provisions of the Plan and such other terms and
conditions as the Committee may prescribe, award to the optionee with respect to
each share of Common Stock, a related alternate appreciation right ("Alternate
Right"), permitting the optionee to be paid the appreciation on the shares
underlying the Option in lieu of exercising the Option.

4.02.    Alternate Rights Agreement.

         Alternate Rights shall be pursuant to written agreements in such form
as the Committee may from time to time determine.

4.03.    Exercise.

         An optionee who has been granted Alternate Rights may, from time to
time, in lieu of the exercise of an equal number of Options, elect to exercise
one or more Alternate Rights and thereby become entitled to receive from the
Company payment, in Common Stock (and cash, in the case of fractional shares),
for the number of shares of Common Stock determined pursuant to Sections 4.04
and 4.05. Unless otherwise set forth herein, Alternate Rights shall be
exercisable only to the same extent and subject to the same conditions as the
Options related thereto are exercisable, as provided in this Plan. The Committee
may, in its discretion, prescribe additional conditions to the exercise of any
Alternate Rights.

4.04.    Amount of Payment.


<PAGE>


         The amount of payment to which an optionee shall be entitled upon the
exercise of each Alternate Right shall be equal to 100% of the amount, if any,
by which the Fair Market Value of a share or shares of Common Stock related to
said Alternate Right on the exercise date exceeds the Option Price related to
said Alternate Right.

4.05.    Form of Payment.

         The number of shares (and fractional shares) to be paid shall be
determined by dividing the amount of payment determined pursuant to Section 4.04
by the Fair Market Value of a share of Common Stock on the exercise date of such
Alternate Rights. As soon as practicable after exercise and payment to the
Company of applicable withholding taxes, the Company shall deliver to the
optionee a certificate or certificates for such shares of Common Stock.


                                    ARTICLE V

                                  MISCELLANEOUS

5.01.    General Restriction.

         Each award under the Plan shall be subject to the requirement that, if
at any time the Committee shall determine that (i) the listing, registration or
qualification of the shares of Common Stock subject or related thereto upon any
securities exchange or under any state or Federal law, (ii) the consent or
approval of any government regulatory body, or (iii) an agreement by the grantee
of an award with respect to the disposition of shares of Common Stock, is
necessary or desirable as a condition of, or in connection with, the granting of
such award or the issue or purchase of shares of Common Stock thereunder, the
Committee may elect, in its sole discretion, not to consummate the award in
whole or in part unless such listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained free of any
conditions not acceptable to the Committee.

5.02.    Non-Assignability.

         No award under the Plan shall be assignable or transferable by the
Recipient thereof, except by will or by the laws of descent and distribution,
unless the Committee shall elect to permit such an assignment or transfer in its
sole discretion. During the life of the Recipient, such award shall be
exercisable only by such person or by such person's guardian or legal
representative.

5.03.    Withholding Taxes.

         Whenever the Company proposes or is required to issue or transfer
shares of Common Stock or other property under the Plan, the Company shall
require the grantee to remit to the Company an amount sufficient to satisfy any
Federal, state and/or local withholding tax requirements relating to such issue
or transfer prior to the delivery of any certificate or certificates for such
shares or such other property. Alternatively, in the discretion of the


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Committee, the Company may issue or transfer such shares of Common Stock net of
the number of shares sufficient to satisfy the withholding tax requirements. For
withholding tax purposes, the shares of Common Stock shall be valued on the date
the withholding obligation is incurred.

5.04.    Right to Terminate Employment.

         Nothing in the Plan or in any agreement entered into pursuant to the
Plan shall: (i) confer upon any participant the right to continue in the
employment of the Company, (ii) affect any right which the Company may have to
terminate the employment of such participant, or (iii) in the case of a service
provider, confer on them the right to continue to provide services to the
Company.

5.05.    Non-Uniform Determinations.

         The determination by the Committee and the Board of Directors of the
Company under the Plan (including without limitation determinations of the
persons to receive awards, the form, amount and timing of such awards, the terms
and provisions of such awards and the agreements evidencing same) need not be
uniform and may be made by it selectively among persons who receive, or are
eligible to receive, awards under the Plan, whether or not such persons are
similarly situated.

5.06.    Rights as a Shareholder.

         The Recipient shall have no rights as a shareholder with respect
thereto unless and until certificates for shares of Common Stock are issued to
him.

5.07.    Leaves of Absence.

         Subject to the terms of the Plan, the Committee shall be entitled to
make such rules, regulations and determinations as it deems appropriate under
the Plan in respect of any leave of absence taken by the Recipient of any award.
Without limiting the generality of the foregoing, the Committee shall be
entitled to determine (i) whether or not any such leave of absence shall
constitute a termination of employment, or the termination of an arrangement to
provide services, within the meaning of the Plan and (ii) the impact, if any, of
any such leave of absence on awards under the Plan theretofore made to any
Recipient who takes such leave of absence.

5.08.    Newly Eligible Participants.

         Subject to the terms of the Plan, the Committee shall be entitled to
make such rules, regulations, determinations and awards as it deems appropriate
in respect of any employee, director or service provider who becomes eligible to
participate in the Plan or any portion thereof after the commencement of an
award or incentive period.

5.09.    Adjustments.


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         In any event of any change in the outstanding Common Stock by reason of
a stock dividend or distribution, recapitalization, merger, consolidation,
split-up, combination, exchange of shares or the like, the Committee may
appropriately adjust the number of shares of Common Stock which may be issued
under the Plan, the maximum number of shares in respect of which options or
other awards may be granted to any individual during the term of the Plan, the
number of shares of Common Stock subject to Options theretofore granted under
the Plan, the Option Price of Options theretofore granted under the Plan, and
any and all other matters deemed appropriate by the Committee.

5.10.    Amendment of the Plan.

         (a) The Board of Directors of the Company may, without further action
         by the shareholders and without receiving further consideration from
         the participants, amend this Plan or condition or modify awards under
         this Plan in response to changes in securities or other laws or rules,
         regulations or regulatory interpretations thereof applicable to this
         Plan or to comply with stock exchange rules or requirements.

         (b) The Board of Directors of the Company may at any time and from time
         to time terminate or modify or amend the Plan in any respect, except
         that, from and after the Registration Date, the Committee may not (i)
         increase the maximum number of shares of Common Stock which may be
         issued under the Plan (other than increases pursuant to Section 5.09),
         (ii) extend the period during which any award may be granted or
         exercised, or (iii) extend the term of the Plan, without shareholder
         approval. The termination or any modification or amendment of the Plan
         shall not, without the consent of a participant, adversely affect his
         or her rights under an award previously granted to him or her.

5.11.    Deferral of Restricted Stock.

         Subject to the terms of the Plan and the 1999 Non-Employee Directors
Compensation Deferral Plan ("Directors Deferral Plan"), an award of Restricted
Stock made under this Plan to a non-employee director in connection with his or
her service as a member of the Board of Directors of the Company may be deferred
under the terms of the Directors Deferral Plan; provided, however, that any
election to defer such Restricted Stock is made at least 30 days prior to the
date of the annual meeting of shareholders in which the Restricted Stock is
awarded (or, if applicable, within thirty days of such director first becoming
eligible to participate in the Deferral Plan). The payment of such award shall
be subject to the terms of the Directors Deferral Plan.


                                   ARTICLE VI

                           NON-EXCLUSIVITY OF THE PLAN

         The adoption of the Plan by the Board of Directors of the Company shall
not be construed as amending, modifying or rescinding any previously approved
incentive arrangement or as creating any limitations on the power of the Board
of Directors of the Company to adopt such other incentive arrangements as it may
deem desirable, including, without limitation, the granting


<PAGE>


of stock options otherwise than under the Plan, and such arrangements may be
either applicable generally or only in specific cases.


                                   ARTICLE VII

                                Change in Control

7.01.    Effect of a Change in Control Upon an Award.

         (a) Upon (or, in the sole discretion of the Committee, as may be
         necessary to effectuate the purposes of the acceleration, immediately
         prior to) the consummation of a Change in Control, all outstanding
         Options (and related Alternate Rights) will immediately vest and become
         exercisable. The Committee shall provide a Recipient a right to refuse
         any acceleration, whether pursuant to an award agreement or otherwise.
         Any acceleration of an Option (and related Alternate Right) shall
         comply with applicable legal requirements.

         (b) Upon (or, in the sole discretion of the Committee, as may be
         necessary to effectuate the purposes of the acceleration, immediately
         prior to) the consummation of a Change in Control, all restrictions
         upon each share of outstanding restricted stock or an outstanding
         performance share will immediately lapse and all shares will
         immediately vest and will promptly be delivered to the Recipient.

         (c) Upon (or, in the sole discretion of the Committee, as may be
         necessary to effectuate the purposes of the acceleration, immediately
         prior to) the consummation of a Change in Control, all restrictions
         upon all outstanding performance units will lapse immediately and all
         such units will immediately vest. Unless the Committee provides for the
         assumption, substitution or continuation of such performance units,
         each Recipient will promptly receive a cash payment equal to the
         product of (x) the proceeds per share of Common Stock realized by the
         shareholders of the Company in connection with the Change in Control
         and (y) the number of performance units held by such Recipient.

7.02.    Exercise of Options in connection with a Change in Control.

         In the event that a Recipient's Options (and related Alternate Rights)
are not exercised prior to the effective date of a Change in Control, then,
unless the Committee provides for the assumption, substitution or continuation
of such Option (and related Alternate Right), the Company shall, as of the date
of such event, have the right to cancel such Options (and related Alternate
Rights) upon payment to the Recipient, for each Option (and related Alternate
Right) (including, without limitation, each Option and related Alternate Right
that vests upon such Change in Control under Section 7.01(a)) that has not been
exercised, of an amount equal to (i) the proceeds per share of Common Stock
realized by the selling shareholders of the Company in connection with the
Change in Control, over (ii) the exercise price for such Option, payable in the
same form and on the same terms as the consideration received by such
shareholders of the Company; provided that the Company shall not make any
payment or take any reduction with


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respect to any Option for which the exercise price is greater than or equal to
the proceeds per share of Common Stock realized by the selling shareholders of
the Company in connection with the Change in Control.