EXHIBIT 10.14


               ARCH CHEMICALS, INC. 1999 LONG TERM INCENTIVE PLAN
                     (As amended effective October 28, 1999)


Section 1.  PURPOSE

      The purposes of the Arch Chemicals, Inc. 1999 Long Term Incentive Plan
(the "Plan") are to encourage selected salaried employees of Arch Chemicals,
Inc. (together with any successor thereto, the "Company") and its Affiliates (as
defined below) to acquire a proprietary interest in the Company's growth and
performance, to generate an increased incentive to contribute to the Company's
future success and to enhance the ability of the Company and its Affiliates to
attract and retain qualified individuals.

Section 2.  DEFINITIONS

      As used in the Plan:

      (a)   "Affiliate" means (i) any entity that, directly or through one or
            more intermediaries, is controlled by the Company, and (ii) any
            entity in which the Company has a significant equity interest as
            determined by the Committee.

      (b)   "Award" means any Option, Restricted Stock, Restricted Stock Unit,
            Performance Award or Dividend Equivalent granted under the Plan.

      (c)   "Award Agreement" means any written agreement or other instrument or
            document evidencing an Award granted under the Plan. The terms of
            any plan or guideline adopted by the Board or the Committee and
            applicable to an Award shall be deemed incorporated in and a part of
            the related Award Agreement.

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

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

      (f)   "Committee" means a committee of the Board designated by the Board
            to administer the Plan and composed of not less than two directors,
            each of
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            whom is qualified as a "Non-Employee Director" as contemplated by
            the Section 16 Rules and as an "Outside Director" as defined in Code
            Section 162(m) and any regulations promulgated thereunder.

      (g)   "Dividend Equivalent" means any right granted under Section 6(d)(iv)
            of the Plan.

      (h)   "Fair Market Value" means, with respect to any property (including,
            without limitation, Shares or other securities), the fair market
            value of such property determined by such methods or procedures as
            shall be established from time to time by the Committee.

      (i)   "Incentive Stock Option" means an option to purchase Shares granted
            under Section 6(a) of the Plan that is intended to meet the
            requirements of Section 422 of the Code or a successor provision
            thereto.

      (j)   "Non-Qualified Stock Option" means an option to purchase Shares
            granted under Section 6(a) of the Plan that is not intended to be an
            Incentive Stock Option.

      (k)   "Option" means an Incentive Stock Option or a Non-Qualified Stock
            Option.

      (l)   "Participant" means a Salaried Employee granted an Award under the
            Plan.

      (m)   "Performance Award" means any award granted under Section 6(c) of
            the Plan.

      (n)   "Person" means any individual, corporation, partnership,
            association, joint-stock company, trust, unincorporated
            organization, or government or political subdivision thereof.

      (o)   "Released Securities" means securities that were Restricted
            Securities with respect to which all applicable restrictions imposed
            under the terms of the relevant Award have expired, lapsed or been
            waived or satisfied.


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      (p)   "Restricted Securities" means Awards of Restricted Stock or other
            Awards under which outstanding Shares are held subject to certain
            restrictions.

      (q)   "Restricted Stock" means any Share granted under Section 6(b) of the
            Plan.

      (r)   "Restricted Stock Unit" means any right granted under Section 6(b)
            of the Plan that is denominated in Shares.

      (s)   "Salaried Employee" means any salaried employee of the Company or of
            an Affiliate.

      (t)   "Section 16 Rules" means the rules promulgated by the Securities and
            Exchange Commission with respect to Section 16 of the Securities
            Exchange Act of 1934, as amended, or any successor rules.

      (u)   "Shares" means the common stock of the Company and such other
            securities or property as may become the subject of Awards pursuant
            to an adjustment made under Section 4(b) of the Plan.

Section 3.  ADMINISTRATION

The Plan shall be administered by the Committee which shall have full power and
authority to: (i) designate Participants; (ii) determine the Awards to be
granted to Participants; (iii) determine the number of Shares (or securities
convertible into Shares) to be covered by Awards; (iv) determine the terms and
conditions of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares, other
securities, other Awards, or other property, or canceled, substituted, forfeited
or suspended, and the method or methods by which Awards may be settled,
exercised, canceled, substituted, forfeited or suspended; (vi) determine
whether, to what extent, and under what circumstances cash, Shares, other
securities, other Awards, other property and other amounts payable with respect
to an Award under the Plan shall be deferred either automatically or at the
election of the Participant or of the Committee; (vii) interpret and administer
the Plan and any instrument or agreement relating to, or Award made under, the
Plan; (viii) establish, amend,


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suspend or waive such rules and guidelines and appoint such agents as it shall
deem appropriate for the administration of the Plan; and (ix) make any other
determination and take any other action that it deems necessary or desirable for
such administration. All designations, determinations, interpretations and other
decisions with respect to the Plan or any Award shall be within the sole
discretion of the Committee and shall be final, conclusive and binding upon all
Persons, including the Company, any Affiliate, any Participants, any holder or
beneficiary of any Award, any shareholder and any employee of the Company or of
any Affiliate. The Committee's powers include the adoption of modifications,
amendments, procedures, subplans and the like as are necessary to comply with
provisions of the laws of other countries in which the Company or an Affiliate
may operate in order to assure the viability of Awards granted under the Plan
and to enable Participants employed in such other countries to receive benefits
under the Plan and such laws.

Section 4.  SHARES AVAILABLE FOR AWARDS

      (a)   SHARES AVAILABLE. The aggregate number of Shares available for
            issuance under the Plan shall be 2,123,000 subject to adjustment
            pursuant to subsection (b) below.

      (b)   ADJUSTMENTS. In the event that the Committee determines that any
            dividend or other distribution, recapitalization, stock split,
            reverse stock split, reorganization, merger, consolidation,
            split-up, spin-off, combination, repurchase or exchange of Shares or
            other securities of the Company, issuance of warrants or other
            rights to purchase Shares or other securities of the Company, or
            other similar corporate transaction or event affects the Shares such
            that an adjustment is determined by the Committee to be appropriate
            in order to prevent dilution or enlargement of the benefits intended
            to be made available under the Plan, then the Committee shall, in
            such manner as it may deem equitable, adjust any or all of (i) the
            number and type of Shares (or other


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            securities or property) which thereafter may be made the subject of
            Awards, (ii) the number and type of Shares (or other securities or
            property) subject to outstanding Awards, (iii) the grant, purchase
            or exercise price with respect to any Award, or, if the Committee
            deems it appropriate, make provision for a cash payment to the
            holder of an outstanding Award and (iv) the limitation contained in
            Section 4(c). Notwithstanding the foregoing, a Participant to whom
            Dividend Equivalents or dividend units have been awarded shall not
            be entitled to receive a special or extraordinary dividend or
            distribution unless the Committee shall have expressly authorized
            such receipt.

      (c)   LIMITATION ON AWARDS. Notwithstanding anything contained in this
            Plan to the contrary, grants to any one Participant of Awards which
            represent or are designated in Shares shall not exceed 300,000
            Shares in any calendar year.

Section 5.  ELIGIBILITY

      Any Salaried Employee, including any officer or employee-director of the
Company or an Affiliate shall be eligible to be designated a Participant.

Section 6.  AWARDS

      (a)   OPTIONS. The Committee is authorized to grant Options to
            Participants with the following terms and conditions and with such
            additional terms and conditions, not inconsistent with the
            provisions of the Plan, as the Committee shall determine:

            (i)   EXERCISE PRICE. The purchase price per Share purchasable under
                  an Option shall be determined by the Committee; PROVIDED,
                  HOWEVER, that such purchase price shall not be less than the
                  Fair Market Value of a Share on the date of grant of such
                  Option.

            (ii)  OPTION TERM. The term of each Option shall be fixed by the
                  Committee, provided that in no event shall the term of an
                  Option exceed a period of ten years from the date of its
                  grant.


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            (iii) EXERCISE. The Committee shall determine the time or times at
                  which an Option may be exercised in whole or in part (but in
                  no event shall an Option be exercisable after the expiration
                  of ten years from the date of its grant), and the method or
                  methods by which, and the form or forms (including, without
                  limitation, cash, Shares, other Awards or other property, or
                  any combination thereof, having a Fair Market Value on the
                  exercise date equal to the relevant exercise price) in which,
                  payment of the exercise price with respect thereto may be
                  made; provided that no Shares may be used by a Participant in
                  payment of the exercise price of an Option unless such Shares
                  were acquired in the open market or have been held by the
                  Participant for at least six months.

            (iv)  INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock
                  Option granted under the Plan shall comply in all respects
                  with the provisions of Section 422 of the Code, or any
                  successor provision thereto, and any regulations promulgated
                  thereunder. Without limiting the preceding sentence, the
                  aggregate Fair Market Value (determined at the time an option
                  is granted) of Shares with respect to which Incentive Stock
                  Options are exercisable for the first time by a Participant
                  during any calendar year (under the Plan and any other plan of
                  the Participant's employer corporation and its parent and
                  subsidiary corporations providing for Options) shall not
                  exceed such dollar limitation as shall be applicable to
                  Incentive Stock Options under Section 422 of the Code or a
                  successor provision.

      (b)   RESTRICTED STOCK AND RESTRICTED STOCK UNITS.

            (i)   ISSUANCE. The Committee is authorized to grant Awards of
                  Restricted Stock and Restricted Stock Units to Participants.

            (ii)  RESTRICTIONS. Shares of Restricted Stock and Restricted Stock
                  Units shall be subject to such


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<PAGE>


                  restrictions as the Committee may impose (including, without
                  limitation, any limitation on the right to vote a Share of
                  Restricted Stock or the right to receive any dividend or other
                  right or property), which restrictions may lapse separately or
                  in combination at such time or times, in such installments or
                  otherwise, as the Committee may deem appropriate, provided
                  that in order for a Participant to vest in Awards of
                  Restricted Stock or Restricted Stock Units where vesting is
                  based solely on continued service, the Participant must remain
                  in the employ of the Company or an Affiliate for a period of
                  not less than three years commencing on the date of grant of
                  the Award, subject to Section 9 hereof and subject to relief
                  for specified reasons as may be approved by the Committee.

            (iii) REGISTRATION. Any Restricted Stock granted under the Plan may
                  be evidenced in such manner as the Committee may deem
                  appropriate, including, without limitation, book-entry
                  registration or issuance of a stock certificate or
                  certificates. In the event any stock certificate is issued in
                  respect of Shares of Restricted Stock granted under the Plan,
                  such certificate shall be registered in the name of the
                  Participant and when delivered to the Participant shall bear
                  an appropriate legend referring to the terms, conditions and
                  restrictions applicable to such Restricted Stock.

            (iv)  FORFEITURE. Except as otherwise determined by the Committee,
                  upon termination of employment for any reason during the
                  applicable restriction period, all Shares of Restricted Stock
                  and all Restricted Stock Units still subject to restriction
                  shall be forfeited and reacquired by the Company; PROVIDED,
                  HOWEVER, that the Committee may, in its sole discretion, waive
                  in whole or in part any or all remaining restrictions with
                  respect to Shares of Restricted Stock or Restricted Stock
                  Units.


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<PAGE>


                  Unrestricted Shares, evidenced in such manner as the Committee
                  shall deem appropriate, shall be delivered to the holder of
                  Restricted Stock promptly after such Restricted Stock shall
                  become Released Securities.

      (c)   PERFORMANCE AWARDS. The Committee is authorized to grant Performance
            Awards to Participants. Subject to the terms of the Plan and any
            applicable Award Agreement, a Performance Award granted under the
            Plan (i) may be denominated or payable in cash, Shares (including,
            without limitation, Restricted Stock or Restricted Stock Units),
            other securities, other Awards or other property and (ii) shall
            confer on the holder thereof rights valued as determined by the
            Committee and payable to, or exercisable by, the holder of the
            Performance Award, in whole or in part, upon the achievement of such
            performance goals during such performance periods as the Committee
            shall establish. Subject to the terms of the Plan and any applicable
            Award Agreement, the performance goals to be achieved during any
            performance period, the length of any performance period, the amount
            of any Performance Award granted, and the amount of any payment or
            transfer to be made pursuant to any Performance Award shall be
            determined by the Committee, provided that a performance period
            shall be at least one year, subject to Section 9 hereof.

      (d)   GENERAL.

            (i)   NO CASH CONSIDERATION FOR AWARDS. Participants shall not be
                  required to make any cash payment for the granting of an Award
                  except for such minimum consideration as may be required by
                  applicable law.

            (ii)  AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Awards may be
                  granted either alone or in addition to, in tandem with, or in
                  substitution for any other Award or any award or benefit
                  granted under any other plan or arrangement of the Company or
                  any Affiliate, or as payment for or to assure payment of an
                  award or benefit granted under any such other such plan or


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<PAGE>


                  arrangement, provided that the purchase or exercise price
                  under an Award encompassing the right to purchase Shares shall
                  not be reduced by the cancellation of such Award and the
                  substitution of another Award. Awards so granted may be
                  granted either at the same time as or at a different time from
                  the grant of such other Awards or awards or benefits.

            (iii) FORMS OF PAYMENT UNDER AWARDS. Subject to the terms of the
                  Plan and of any applicable Award Agreement, payments to be
                  made by the Company or an Affiliate upon the grant, exercise,
                  or payment of an Award may be made in such form or forms as
                  the Committee shall determine, including, without limitation,
                  cash, Shares, other securities, other Awards, or other
                  property or any combination thereof, and may be made in a
                  single payment or transfer, in installments, or on a deferred
                  basis, in each case in accordance with rules and procedures
                  established by the Committee.

            (iv)  DIVIDEND EQUIVALENTS OR INTEREST. Subject to the terms of the
                  Plan and any applicable Award Agreement, a Participant,
                  including the recipient of a deferred Award, shall, if so
                  determined by the Committee, be entitled to receive, currently
                  or on a deferred basis, interest or dividends or interest or
                  dividend equivalents, with respect to the Shares covered by
                  the Award. The Committee may provide that any such amounts
                  shall be deemed to have been reinvested in additional Shares
                  or otherwise reinvested. Notwithstanding the award of Dividend
                  Equivalents or dividend units, a Participant shall not be
                  entitled to receive a special or extraordinary dividend or
                  distribution unless the Committee shall have expressly
                  authorized such receipt.

            (v)   LIMITS ON TRANSFER OF AWARDS. No Award (other than Released
                  Securities) or right thereunder shall be assignable or
                  transferable by a Participant, other than (unless limited in
                  the


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<PAGE>


                  Award Agreement) by will or the laws of descent and
                  distribution (or, in the case of an Award of Restricted
                  Securities, to the Company), except that an Option may be
                  transferred by gift to any member of the holder's immediate
                  family or to a trust for the benefit of one or more of such
                  immediate family members, if permitted in the applicable Award
                  Agreement; PROVIDED, HOWEVER, that, if so determined by the
                  Committee, a Participant may, in the manner established by the
                  Committee, designate a beneficiary or beneficiaries with
                  respect to any Award to exercise the rights of the
                  Participant, and to receive any property distributable, upon
                  the death of the Participant. Each Award, and each right under
                  any Award, shall be exercisable, during the Participant's
                  lifetime, only by the Participant or, if permissible under
                  applicable law by the Participant's guardian or legal
                  representative unless it has been transferred to a member of
                  the holder's immediate family or to a trust for the benefit of
                  one or more of such immediate family members, in which case it
                  shall be exercisable only by such transferee. For the purposes
                  of this provision, a holder's "immediate family" shall mean
                  the holder's spouse, children and grandchildren. No Award
                  (other than Released Securities), and no right under any such
                  Award, may be pledged, attached or otherwise encumbered other
                  than in favor of the Company, and any purported pledge,
                  attachment, or encumbrance thereof other than in favor of the
                  Company shall be void and unenforceable against the Company or
                  any Affiliate.

            (vi)  TERM OF AWARDS. Except as otherwise expressly provided in the
                  Plan, the term of each Award shall be for such period as may
                  be determined by the Committee.

            (vii) SECTION 16 RULE SIX-MONTH LIMITATIONS. To the extent required
                  in order to otherwise satisfy the requirements for exemption
                  under the


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<PAGE>


                  Section 16 Rules only, any derivative or equity security
                  offered pursuant to the Plan may not be sold for at least six
                  months after acquisition or grant (or such other period as may
                  be required by the Section 16 Rules), except in the case of
                  death. Terms used in the preceding sentence shall, for the
                  purposes of such sentence only, have the meanings, if any,
                  assigned or attributed to them under Section 16 Rules.

           (viii) NO RIGHTS TO AWARDS. No Salaried Employee, Participant or
                  other Person shall have any claim to be granted an Award, and
                  there is no obligation for uniformity of treatment of Salaried
                  Employees, Participants or holders or beneficiaries of Awards
                  under the Plan. The terms and conditions of Awards need not be
                  the same with respect to each recipient. The prospective
                  recipient of any Award under the Plan shall not, with respect
                  to such Award, be deemed to have become a Participant, or to
                  have any rights with respect to such Award, until and unless
                  such recipient shall have executed an agreement or other
                  instrument accepting the Award and delivered a fully executed
                  copy thereof to the Company, and otherwise complied with the
                  then applicable terms and conditions.

           (ix)   DELEGATION. Notwithstanding any provision of the Plan to the
                  contrary, the Committee may delegate to one or more officers
                  or managers of the Company or any Affiliate, or a committee of
                  such officers or managers, the authority, subject to such
                  terms and limitations as the Committee shall determine, to
                  grant Awards to, or to cancel, modify, waive rights or
                  conditions with respect to, alter, discontinue, suspend, or
                  terminate Awards held by, Salaried Employees who are not
                  officers or directors of the Company for purposes of the
                  Section 16 Rules.

           (x)    WITHHOLDING. The Company or any Affiliate may withhold from
                  any Award granted or any payment


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                  due or transfer made under any Award or under the Plan the
                  amount (in cash, Shares, other securities, other Awards, or
                  other property) of withholding taxes due in respect of an
                  Award, its exercise or any payment under such Award or under
                  the Plan, and take such other action as may be necessary in
                  the opinion of the Company or Affiliate to satisfy all
                  obligations for the payment of such taxes.

           (xi)   OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the Plan
                  shall prevent the Company or any Affiliate from adopting or
                  continuing in effect other or additional compensation
                  arrangements, and such arrangements may be either generally
                  applicable or applicable only in specific cases.

           (xii)  NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be
                  construed as giving a Participant the right to be retained in
                  the employ of the Company or any Affiliate. Nothing in the
                  Plan or any Award Agreement shall limit the right of the
                  Company or an Affiliate at any time to dismiss a Participant
                  from employment, free from any liability or any claim under
                  the Plan or the Award Agreement.

           (xiii) GOVERNING LAW. The validity, construction and effect of the
                  Plan and any rules and regulations relating to the Plan shall
                  be determined in accordance with the laws of the State of
                  Connecticut and applicable Federal law.

           (xiv)  SEVERABILITY. If any provision of the Plan or any Award is
                  determined to be invalid, illegal or unenforceable in any
                  jurisdiction, or as to any Person or Award, or would
                  disqualify the Plan or any Award under any law deemed
                  applicable by the Committee, such provision shall be construed
                  or deemed amended to conform to applicable laws, or, if it
                  cannot be so construed or deemed amended without, in the
                  determination of the Committee, materially


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                  altering the intent of the Plan or the Award, such provision
                  shall be stricken as to such jurisdiction, Person or Award,
                  and the remainder of the Plan and any such Award shall remain
                  in full force and effect.

           (xv)   NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall
                  create or be construed to create a trust or separate fund of
                  any kind or a fiduciary relationship between the Company or
                  any Affiliate and a Participant or any other Person. To the
                  extent that any Person acquires a right to receive payments
                  from the Company or any Affiliate pursuant to an Award, such
                  right shall be no greater than the right of any unsecured
                  general creditor of the Company or any Affiliate.

           (xvi)  NO FRACTIONAL SHARES. No fractional Shares shall be issued or
                  delivered pursuant to the Plan or any Award, and the Committee
                  shall determine whether cash, other securities or other
                  property shall be paid or transferred in lieu of any
                  fractional Shares, or whether such fractional Shares or any
                  rights thereto shall be canceled, terminated or otherwise
                  eliminated.

           (xvii) SHARE CERTIFICATES. All certificates for Shares or other
                  securities delivered under the Plan pursuant to any Award or
                  the exercise thereof shall be subject to such stop transfer
                  orders and other restrictions as the Committee may deem
                  advisable under the Plan or the rules, regulations and other
                  requirements of the Securities and Exchange Commission, any
                  stock exchange upon which such Shares or other securities are
                  then listed, and any applicable Federal or state securities
                  laws, and the Committee may cause a legend or legends to be
                  put on any such certificates to make appropriate reference to
                  such restrictions.

          (xviii) CONFLICT WITH PLAN. In the event of any inconsistency or
                  conflict between the terms of


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                  the Plan and an Award Agreement, the terms of the Plan shall
                  govern.

           (xix)  PERFORMANCE BASED AWARDS. Notwithstanding any provision in
                  this Plan to the contrary, Awards granted under Sections 6(b)
                  or 6(c) and designated by the Committee as being
                  performance-based shall have as performance measures Return on
                  Equity, Total Return to Shareholders and/or Cumulative
                  Earnings per Share Growth. For purposes of the Plan, "Return
                  on Equity" shall mean consolidated income of the Company after
                  taxes and before the after-tax effect of any special charge or
                  gain and any cumulative effect of any change in accounting,
                  divided by average shareholders equity; "Total Return to
                  Shareholders" shall mean for the performance period total
                  return to shareholders of $100 worth of Shares for such period
                  assuming reinvestment of dividends on a quarterly basis and
                  "Cumulative Earnings per Share Growth" shall mean the compound
                  annual growth rate for Arch diluted Earnings per Share for the
                  performance or measurement period. The base Earnings per Share
                  upon which the annual growth rate will be computed will be
                  determined by the Committee prior to the start of the
                  performance period. "Earnings per Share" shall mean the actual
                  Arch diluted earnings per share at the end of the performance
                  or measurement period (calculated as the Arch net income
                  available to common stockholders divided by the weighted
                  average number of shares of common stock plus any potential
                  dilutive shares of common stock (such as stock options)
                  outstanding for each year within the performance or
                  measurement period). The Committee shall determine the
                  performance goals for each such performance measure with
                  respect to each such Award.

           (xx)   TRANSFER FROM OLIN PLANS. As of the dividend payment date
                  fixed by the board of directors of Olin Corporation for the
                  distribution of all outstanding shares of common stock of the


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                  Company to the shareholders of Olin Corporation
                  ("Distribution"), Options for Shares, options for common stock
                  of Olin Corporation, Restricted Stock Units and restricted
                  stock units of Olin Corporation held by employees of the
                  Company (after giving effect to the adjustment for the
                  Distribution) shall be transferred to this Plan from stock
                  option and incentive plans maintained by Olin Corporation. Any
                  Options and Restricted Stock Units transferred to this Plan
                  shall not reduce the number of Awards that may be designated
                  in Shares for any Participant in any calendar year pursuant to
                  Section 4(c). As used in and for all purposes of the Plan
                  (other than for purposes of Sections 4(a) with respect to
                  options to purchase stock of Olin Corporation, 4(c) and
                  6(a)(i) of the Plan), the term "Option" includes an option
                  transferred to the Plan in connection with the Distribution
                  ("Transferred Option"), the term "Restricted Stock Unit"
                  includes a restricted stock unit transferred to the Plan in
                  connection with the Distribution ("Transferred Stock Unit")
                  and the term "Award" includes a Transferred Option and a
                  Transferred Stock Unit.

Section 7.  AMENDMENT AND TERMINATION

      (a)   AMENDMENTS TO THE PLAN. The Board (or any authorized committee
            thereof) may amend, suspend, discontinue or terminate the Plan,
            including, without limitation, any amendment, suspension,
            discontinuation or termination that would impair the rights of any
            Participant, or any other holder or beneficiary of any Award
            theretofore granted, without the consent of any shareholder,
            Participant, other holder or beneficiary of an Award, or other
            Person; PROVIDED, HOWEVER, that, notwithstanding any other provision
            of the Plan or any Award Agreement, without the approval of the
            shareholders of the Company, no such amendment, suspension,
            discontinuation or termination shall be made that would permit any
            Award encompassing rights to purchase Shares to be granted with per
            Share


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<PAGE>

            purchase or exercise prices of less than the Fair Market Value of a
            Share on the date of grant thereof; and provided FURTHER that no
            amendment, suspension, discontinuation or termination that would
            impair the rights of such Participant, holder or beneficiary shall
            be made with respect to Section 9 of the Plan after a Change in
            Control, as defined therein.

      (b)   AMENDMENTS TO AWARDS. The Committee may waive any conditions or
            rights with respect to, or amend, alter, suspend, discontinue, or
            terminate, any unexercised Award theretofore granted, prospectively
            or retroactively, without the consent of any relevant Participant or
            holder or beneficiary of an Award, PROVIDED that no amendment,
            alteration, suspension, discontinuation or termination of an Award
            that would impair the rights of such Participant, holder or
            beneficiary shall be made after a Change in Control, as defined in
            Section 9; provided further that the Committee may not increase the
            payment of any Award granted any Participant.

      (c)   ADJUSTMENTS OF AWARDS UPON CERTAIN ACQUISITIONS. In the event the
            Company or any Affiliate shall assume outstanding employee awards or
            the right or obligation to make future such awards in connection
            with the acquisition of another business or another company, the
            Committee may make such adjustments, not inconsistent with the terms
            of the Plan, in the terms of Awards as it shall deem appropriate.

      (d)   ADJUSTMENTS OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
            NONRECURRING EVENTS. The Committee may make adjustments in the terms
            and conditions of Awards in recognition of unusual or nonrecurring
            events (including, without limitation, the events described in
            Section 4(b) hereof) affecting the Company, any Affiliate, or the
            financial statements of the Company or any Affiliate, or of changes
            in applicable laws, regulations, or accounting principles, whenever
            the Committee


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            determines that statements of the Company or any Affiliate, or of
            changes in applicable laws, regulations, or accounting principles,
            whenever the Committee determines that such adjustments are
            appropriate in order to prevent dilution or enlargement of the
            benefits to be made available under the Plan.

Section 8.  ADDITIONAL CONDITIONS TO ENJOYMENT OF AWARDS.

      (a)   The Committee may cancel any unexpired, unpaid or deferred Awards if
            at any time the Participant is not in compliance with all applicable
            provisions of the Award Agreement, the Plan and the following
            conditions:

            (i)   A Participant shall not render services for any organization
                  or engage, directly or indirectly, in any business which, in
                  the judgment of the Committee or, if delegated by the
                  Committee to the Chief Executive Officer, in the judgment of
                  such Officer, is or becomes competitive with the Company or
                  any Affiliate, or which is or becomes otherwise prejudicial to
                  or in conflict with the interests of the Company or any
                  Affiliate. Such judgment shall be based on the Participant's
                  positions and responsibilities while employed by the Company
                  or an Affiliate, the Participant's post-employment
                  responsibilities and position with the other organization or
                  business, the extent of past, current and potential
                  competition or conflict between the Company or an Affiliate
                  and the other organization or business, the effect on
                  customers, suppliers and competitors of the Participant's
                  assuming the post-employment position, the guidelines
                  established in the then current edition of the Company's
                  Standards of Ethical Business Practices, and such other
                  considerations as are deemed relevant given the applicable
                  facts and circumstances. The Participant shall be free,
                  however, to purchase as an investment or otherwise, stock or
                  other securities of such organization or business so long as
                  they are listed upon a recognized securities exchange or
                  traded over the counter, and such investment does not
                  represent a substantial investment to the Participant or a


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<PAGE>


                  greater than 1% equity interest in the organization or
                  business.

            (ii)  Participant shall not, without prior written authorization
                  from the Company, disclose to anyone outside the Company, or
                  use in other than the Company's business, any secret or
                  confidential information, knowledge or data, relating to the
                  business of the Company or an Affiliate in violation of his or
                  her agreement with the Company or the Affiliate.

            (iii) A Participant, pursuant to his or her agreement with the
                  Company or an Affiliate, shall disclose promptly and assign to
                  the Company or the Affiliate all right, title and interest in
                  any invention or idea, patentable or not, made or conceived by
                  the Participant during employment by the Company or the
                  Affiliate, relating in any manner to the actual or anticipated
                  business, research or development work of the Company or the
                  Affiliate and shall do anything reasonably necessary to enable
                  the Company or the Affiliate to secure a patent where
                  appropriate in the United States and in foreign countries.

      (b)   Notwithstanding any other provision of the Plan, the Committee in
            its sole discretion may cancel any Award at any time prior to the
            exercise thereof, if the employment of the Participant shall be
            terminated, other than by reason of death, unless the conditions in
            this Section 8 are met.

      (c)   Failure to comply with the conditions of this Section 8 prior to, or
            during the six months after, any exercise, payment or delivery
            pursuant to an Award shall cause the exercise, payment or delivery
            to be rescinded. The Company shall notify the Participant in writing
            of any such rescission within two years after such exercise payment
            or delivery and within 10 days after receiving such notice, the
            Participant shall pay to the Company the amount of any gain realized
            or payment received as a result of the exercise, payment or delivery
            rescinded. Such

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<PAGE>


            payment shall be made either in cash or by returning to the Company
            the number of Shares that the Participant received in connection
            with the rescinded exercise, payment or delivery.

      (d)   Upon exercise, payment or delivery pursuant to an Award, the
            Committee may require the Participant to certify on a form
            acceptable to the Committee, that he or she is in compliance with
            the terms and conditions of the Plan.

      (e)   Nothing herein shall be interpreted to limit the obligations of a
            Participant under his or her employee agreement or any other
            agreement with the Company.

Section 9.  CHANGE IN CONTROL

      (a)   Except as the Board or the Committee may expressly provide otherwise
            prior to a Change in Control of the Company (as defined below), in
            the event of a Change in Control of the Company:

            (i)   all Options then outstanding shall become immediately and
                  fully exercisable, notwithstanding any provision therein for
                  the exercise in installments;

            (ii)  all restrictions and conditions of all Restricted Stock and
                  Restricted Stock Units then outstanding shall be deemed
                  satisfied as of the date of the Change in Control; and

            (iii) all Performance Awards shall become vested, deemed earned in
                  full and promptly paid to the Participants, cash units in cash
                  and phantom stock units in the Shares represented thereby or
                  such other securities, property or cash as may be deliverable
                  in respect of Shares as a result of a Change in Control,
                  without regard to payment schedules and notwithstanding that
                  the applicable performance cycle or retention cycle shall not
                  have been completed.


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<PAGE>


      (b)   A Change in Control of the Company shall have occurred in the event
            that:

            (i)   the Company ceases to be, directly or indirectly, owned of
                  record by at least 1,000 shareholders;

            (ii)  a person, partnership, joint venture, corporation or other
                  entity, or two or more of any of the foregoing acting as a
                  "person" within the meaning of Sections 13(d)(3) of the
                  Securities Exchange Act of 1934, as amended (the "Act"), other
                  than the Company, a majority-owned subsidiary of the Company
                  or an employee benefit plan of the Company or such subsidiary
                  (or such plan's related trust), become(s) the "beneficial
                  owner" (as defined in Rule 13d-3 under the Act) of 20% or more
                  of the then outstanding voting stock of the Company;

            (iii) during any period of two consecutive years, individuals who at
                  the beginning of such period constitute the Company's Board of
                  Directors (together with any new Director whose election by
                  the Company's Board or whose nomination for election by the
                  Company's shareholders, was approved by a vote of at least
                  two-thirds of the Directors then still in office who either
                  were Directors at the beginning of such period or whose
                  election or nomination for election was previously so
                  approved) cease for any reason to constitute a majority of the
                  Directors then in office;

            (iv)  all or substantially all of the business of the Company is
                  disposed of pursuant to a merger, consolidation or other
                  transaction in which the Company is not the surviving
                  corporation or the Company combines with another company and
                  is the surviving corporation (unless the shareholders of the
                  Company immediately following such merger, consolidation,
                  combination, or other transaction beneficially own, directly
                  or indirectly, more than 50% of the aggregate voting stock or
                  other ownership


                                       20
<PAGE>


                  interests of (x) the entity or entities, if any, that succeed
                  to the business of the Company or (y) the combined company);
                  or

            (v)   the shareholders of the Company approve a sale of all or
                  substantially all of the assets of the Company or a
                  liquidation or dissolution of the Company.

Section 10.  EFFECTIVE DATE OF THE PLAN

      The Plan shall be effective as of the Distribution Date.

Section 11.  TERM OF THE PLAN

      No Award shall be granted under the Plan after January 31, 2009, but
unless otherwise expressly provided in the Plan or in an applicable Award
Agreement, any Award theretofore granted may extend beyond such date.