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                                                                    Exhibit 10.4


                          MELLON FINANCIAL CORPORATION
                     LONG-TERM PROFIT INCENTIVE PLAN (1996)


I.       Purposes

The purposes of this Long-Term Profit Incentive Plan (1996), as amended and
restated, are to promote the growth and profitability of Mellon Financial
Corporation ("Corporation") and its Affiliates, to provide officers and other
key executives of the Corporation and its Affiliates with the incentive to
achieve long-term corporate objectives, to attract and retain officers and other
key executives of outstanding competence, and to provide such officers and key
executives with an equity interest in the Corporation.

II.      Definitions

The following terms shall have the meanings shown:

2.1 "Affiliate" shall mean any corporation, limited partnership or other
organization in which the Corporation owns, directly or indirectly, 50% or more
of the voting power.

2.2 "Award" shall mean Options, SARs, Performance Units, Restricted Stock,
Deferred Share Awards and Deferred Cash Incentive Awards, as defined in and
granted under the Plan.

2.3 "Board of Directors" shall mean the Board of Directors of the Corporation.

2.4 "Change in Control Event" shall mean any of the following events:

         (a) The occurrence with respect to the Corporation of a "control
transaction", as such term is defined in Section 2542 of the Pennsylvania
Business Corporation Law of 1988, as of August 15, 1989; or

         (b) Approval by the stockholders of the Corporation of (i) any
consolidation or merger of the Corporation where either (x) the holders of
voting stock of the Corporation immediately before the merger or consolidation
will not own more than 50% of the voting shares of the continuing or surviving
corporation immediately after such merger or consolidation or (y) the Incumbent
Directors immediately before the merger or consolidation will not hold more than
50% (rounded to the next whole person) of the seats on the board of directors of
the continuing or surviving corporation, or (ii) any sale, lease or exchange or
other transfer (in one transaction or a series of related transactions) of all
or substantially all the assets of the Corporation; or

         (c) A change of 25% (rounded to the next whole person) in the
membership of the Board of Directors within a 12-month period, unless the
election or nomination for election by stockholders of each new director within
such period (i) was approved by the vote of 85%


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(rounded to the next whole person) of the directors then still in office who
were in office at the beginning of the 12-month period and (ii) was not as a
result of an actual or threatened election with respect to directors or any
other actual or threatened solicitation of proxies by or on behalf of any person
other than the Board of Directors. As used in this Section 2.4, the term
"Incumbent Director" means as of any time a director of the Corporation (x) who
has been a member of the Board of Directors continuously for at least 12 months
or (y) whose election or nomination as a director within such period met the
requirements of clauses (i) and (ii) of the preceding sentence.

2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended, and any
successor statute of similar import, and regulations thereunder, in each case as
in effect from time to time. References to sections of the Code shall be
construed also to refer to any successor sections.

2.6 "Committee" shall mean the Human Resources Committee of the Board of
Directors, or any successor committee.

2.7 "Common Stock" shall mean Common Stock of the Corporation.

2.8 "Deferred Cash Incentive Award" shall mean an Award granted pursuant to
Article VII of the Plan.

2.9 "Deferred Share Award" shall mean an Award granted pursuant to Article VIII,
Section 8.7, of the Plan.

2.10 "Fair Market Value" shall mean the closing price of a share of Common Stock
in the New York Stock Exchange Composite Transactions on the relevant date, or,
if no sale shall have been made on such exchange on that date, the closing price
in the New York Stock Exchange Composite Transactions on the last preceding day
on which there was a sale.

2.11 "Incentive Stock Option" shall mean an option qualifying under Section 422
of the Code granted by the Corporation.

2.12 "Options" shall mean rights to purchase shares of Common Stock granted
pursuant to Article IV of the Plan.

2.13 "Participant" shall mean an eligible employee who is granted an Award under
the Plan.

2.14 "Performance Goals" shall mean goals established by the Committee in
compliance with Section 162(m) of the Code covering a performance period set by
the Committee and based on maintenance of or changes in one or more of the
following objective business criteria: earnings or earnings per share; return on
equity, assets or investment; revenues; expenses; stock price; market share;
charge-offs; or non-performing assets. Performance Goals shall be established by
the Committee in connection with the grant of Performance Units and Deferred
Cash Incentive Awards and may be established in connection with the grant of
Restricted Stock. Performance


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Goals may be applicable to a business unit or to the Corporation as a whole and
need not be the same for each of the foregoing types of Awards or for each
individual receiving the same type of Award. The Committee may retain the
discretion to reduce (but not to increase) the portion of any Award which will
be earned based on achieving Performance Goals.

2.15 "Performance Units" shall mean units granted pursuant to Article VI of the
Plan.

2.16 "Plan" shall mean the Mellon Financial Corporation Long-Term Profit
Incentive Plan (1996), as amended and restated.

2.17 "Reload Option Rights" and "Reload Options" shall have the meanings set
forth in Article IV of the Plan.

2.18 "Restricted Stock" shall mean any share of Common Stock granted pursuant to
Article VIII of the Plan.

2.19 "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended from
time to time, or any successor rule.

2.20 "SAR" shall mean any stock appreciation right granted pursuant to Article V
of the Plan.

III      General

3.1 Administration.

         (a) The Plan shall be administered by the Committee, each member of
which shall at the time of any action under the Plan be (i) a "non-employee
director" as then defined under Rule 16b-3 and (ii) an "outside director" as
then defined under Section 162(m) of the Code.

         (b) The Committee shall have the authority in its sole discretion from
time to time: (i) to designate the employees eligible to participate in the
Plan; (ii) to grant Awards under the Plan; (iii) to prescribe such limitations,
restrictions and conditions upon any such Award as the Committee shall deem
appropriate; and (iv) to interpret the Plan, to adopt, amend and rescind rules
and regulations relating to the Plan, and to make all other determinations and
take all other action necessary or advisable for the implementation and
administration of the Plan. A majority of the Committee shall constitute a
quorum, and the action of a majority of members of the Committee present at any
meeting at which a quorum is present, or acts unanimously adopted in writing
without the holding of a meeting, shall be the acts of the Committee.

         (c) All actions of the Committee shall be final, conclusive and binding
upon the Participant. No member of the Committee shall be liable for any action
taken or decision made in good faith relating to the Plan or any Award
thereunder.


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3.2 Eligibility. The Committee may grant Awards under the Plan to any full-time
corporate officer, key executive, administrative or professional employee of the
Corporation or any of its Affiliates. In granting such Awards and determining
their form and amount, the Committee shall give consideration to the functions
and responsibilities of the employee, his or her potential contributions to
profitability and to the sound growth of the Corporation and such other factors
as the Committee may deem relevant.

3.3 Effective and Expiration Dates of Plan. The amended and restated Plan shall
become effective on the date (herein referred to as the "effective date")
approved by the holders of a majority of the shares present or represented and
entitled to vote at the 1996 Annual Meeting of Shareholders of the Corporation.
No Award shall be granted after December 31, 2005, except that Reload Options
may be granted pursuant to Reload Option Rights then outstanding.

3.4 Aggregate and Individual Limitations on Awards.

         (a) The aggregate number of shares of Common Stock reserved for issue
under the Plan on and after its effective date shall not exceed 58,400,000
shares, subject to adjustments pursuant to Section 9.7. No more than 4,000,000
shares of Common Stock may be issued as Restricted Stock. Shares of Common Stock
which may satisfy Awards granted under the Plan may be either authorized and
unissued shares of Common Stock or authorized and issued shares of Common Stock
held in the Corporation's treasury or issued and outstanding shares of Common
Stock held by any employee stock benefit trust established by the Corporation.

         (b) For purposes of paragraph (a) of this Section 3.4, shares of Common
Stock that are actually issued upon exercise of an Option shall be counted
against the total number of shares reserved for issuance, except that when
Options are exercised by the delivery of shares of Common Stock the charge
against the shares reserved for issuance shall be limited to the net new shares
of Common Stock issued. In addition to shares of Common Stock actually issued
pursuant to the exercise of Options, there shall be deemed to have been issued
under the Plan a number of shares of Common Stock equal to (i) the number of
shares issued pursuant to SARs which shall have been exercised pursuant to the
Plan, (ii) the number of Performance Units which shall have been paid in shares
of Common Stock pursuant to the Plan and (iii) the number of shares of
Restricted Stock which shall have been granted pursuant to the Plan. For
purposes of paragraph (a) of this Section 3.4, the payment of a Deferred Cash
Incentive Award shall not be deemed to result in the issuance of any shares of
Common Stock in addition to those issued pursuant to the exercise of the related
Option.

         (c) For purposes of paragraph (a) of this Section 3.4, any shares of
Common Stock subject to an Option which for any reason either terminates
unexercised, or expires except by reason of the exercise of a related SAR, and
any shares of Restricted Stock granted under this Plan or any shares of Common
Stock covered by a Deferred Share Award which are surrendered or forfeited to
the Corporation, shall again be available for issuance under the Plan.

         (d) The maximum number of shares of Common Stock available for grants
of Options or SARs to any one Participant under the Plan during a calendar year
shall not exceed



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4,000,000 shares. The limitation in the preceding sentence shall be interpreted
and applied in a manner consistent with Section 162(m) of the Code. To the
extent consistent with Section 162(m) of the Code, a Reload Option (A) shall be
deemed to have been granted at the same time as the original underlying Option
grant and (B) shall not be deemed to increase the number of shares covered by
the original underlying Option.

IV.      Options

4.1 Grant. The Committee may from time to time, subject to the provisions of the
Plan, in its discretion grant Options to Participants to purchase for cash or
shares of Common Stock the number of shares of Common Stock allotted by the
Committee. In the discretion of the Committee, any Options or portions thereof
granted pursuant to this Plan may be designated as Incentive Stock Options. The
aggregate Fair Market Value (determined as of the time the Incentive Stock
Option is granted) of Common Stock and any other stock of the Corporation or any
parent, subsidiary or affiliate corporation with respect to which such Incentive
Stock Options are exercisable for the first time by a Participant in any
calendar year under all plans of the Corporation, its subsidiaries and
affiliates shall not exceed $100,000 or such sum as may from time to time be
permitted under Section 422 of the Code. The Committee shall also have the
authority, in its discretion, to award reload option rights ("Reload Option
Rights") in conjunction with the grant of Options with the effect described in
Section 4.7. Reload Option Rights may be awarded either at the time an Option is
granted or, except in the case of Incentive Stock Options, at any time
thereafter during the term of the Option.

4.2 Option Agreements. The grant of any Option shall be evidenced by a written
"Stock Option Agreement" executed by the Corporation and the Participant,
stating the number of shares of Common Stock subject to the Option evidenced
thereby and such other terms and conditions of the Option as the Committee may
from time to time determine.

4.3 Option Price. The option price for the Common Stock covered by any Option
granted under the Plan shall in no case be less than 100% of the Fair Market
Value of said Common Stock on the date of grant. Except as otherwise provided in
the Stock Option Agreement, the option price of an Option may be paid in whole
or in part by delivery to the Corporation of a number of shares of Common Stock
having a Fair Market Value on the date of exercise equal to the option price or
portion thereof to be paid; provided, however, that no shares may be delivered
in payment of the option price of an Option unless such shares, or an equivalent
number of shares, shall have been held by the Participant (or other person
entitled to exercise the Option) for at least six months prior to such delivery.

4.4 Term of Options. The terms of each Option granted under the Plan shall be
for such period as the Committee shall determine, but for not more than 10 years
from the date of grant thereof. Each Option shall be subject to earlier
termination as provided in Sections 4.6 and 5.4 hereof.

4.5 Exercise of Options. Each Option granted under the Plan shall be exercisable
on such date or dates during the term thereof and for such number of shares of
Common Stock as may be



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provided in the Stock Option Agreement evidencing its grant. Pursuant to the
terms of the Stock Option Agreement or otherwise, the Committee may change the
date on which an outstanding Option becomes exercisable; provided, however, that
an exercise date designated in a Stock Option Agreement may not be changed to a
later date without the consent of the holder of the Option. Notwithstanding any
other provision of this Plan, unless expressly provided to the contrary in the
applicable Stock Option Agreement, all Options granted under the Plan shall
become fully exercisable immediately and automatically upon the occurrence of a
Change in Control Event.

4.6 Termination of Employment. Except as otherwise provided in the Stock Option
Agreement:

         (a) If termination of employment of a Participant is due to retirement
after age 55 with the written consent of the Corporation or an Affiliate, the
Participant shall have the right to exercise his or her Options within the
period of two years after such retirement, to the extent such Options were
exercisable at the time of retirement; provided, however, that such
post-retirement exercise period may be extended by action of the Committee for
up to the full term of such Options.

         (b) If a Participant shall die while employed by the Corporation or an
Affiliate or within a period following termination of employment during which
the Option remains exercisable under paragraphs (a), (c) or (d) of this Section
4.6, his or her Options may be exercised to the extent exercisable by the
Participant at the time of his or her death within a period of two years from
the date of death by the executor or administrator of the Participant's estate
or by the person or persons to whom the Participant shall have transferred such
right by will or by the laws of descent and distribution.

         (c) If termination of employment of a Participant is by reason of the
total and permanent disability of the Participant covered by a disability plan
of the Corporation or an Affiliate then in effect, the Participant shall have
the right to exercise his or her Options within the period of two years after
the date of termination of employment, to the extent such Options were
exercisable at the time of termination of employment.

         (d) In the event the employment of a Participant is terminated by the
Corporation or an Affiliate without cause within two years after the occurrence
of a Change in Control Event, the Participant shall have the right to exercise
his or her Options within one year after the date such termination occurred, to
the extent such Options were exercisable at the time of such termination of
employment. For purposes of this paragraph, "without cause" shall mean any
termination of employment where it cannot be shown that the employee has (i)
willfully failed to perform his or her employment duties for the Corporation or
an Affiliate, (ii) willfully engaged in conduct that is materially injurious to
the Corporation or an Affiliate, monetarily or otherwise, or (iii) committed
acts that constitute a felony under applicable federal or state law or
constitute common law fraud. For purposes of this paragraph, no act or failure
to act on the Participant's part shall be considered "willful" unless done, or
omitted to be done, by him or her not in good



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faith and without reasonable belief that his or her action or omission was in
the best interest of the Corporation or Affiliate.

         (e) In the event all employment of a Participant with the Corporation
or an Affiliate is terminated for any reason other than as stated in the
preceding paragraphs (a) - (d), his or her Options shall terminate upon such
termination of employment.

         (f) Notwithstanding the foregoing, in no event shall an Option granted
hereunder be exercisable after the expiration of its term.

4.7 Reload Option Rights. Reload Option Rights if awarded with respect to an
Option shall entitle the original grantee of the Option (and unless otherwise
determined by the Committee, in its discretion, only such original grantee),
upon exercise of the Option or any portion thereof through delivery of shares of
Common Stock, automatically to be granted on the date of such exercise an
additional Option (a "Reload Option") (i) for that number of shares of Common
Stock not greater than the number of shares delivered by the Participant in
payment of the option price of the original Option and any withholding taxes
related thereto, (ii) having an option price not less than 100% of the Fair
Market Value of the Common Stock covered by the Reload Option on the date of
grant of such Reload Option, (iii) having an expiration date not later than the
expiration date of the original Option so exercised and (iv) otherwise having
terms permissible for the grant of an Option under the Plan. Subject to the
preceding sentence and the other provisions of the Plan, Reload Option Rights
and Reload Options shall have such terms and be subject to such restrictions and
conditions, if any, as shall be determined, in its discretion, by the Committee.
In granting Reload Option Rights, the Committee, may, in its discretion, provide
for successive Reload Option grants upon the exercise of Reload Options granted
hereunder. Unless otherwise determined by the Committee, in its discretion,
Reload Option Rights shall entitle the Participant to be granted Reload Options
only if the underlying Option to which they relate is exercised by the
Participant during employment with the Corporation or any of its Affiliates.
Except as otherwise specifically provided herein or required by the context, the
term Option as used in this Plan shall include Reload Options granted hereunder.


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V.       SARs

5.1 Grant. SARs may be granted by the Committee as stand-alone SARs or in tandem
with all or any part of any Option granted under the Plan. SARs which are
granted in tandem with an Option may be granted either at the time of the grant
of such Option or, except in the case of an Incentive Stock Option, at any time
thereafter during the term of such Option.

5.2 SAR Agreements. The grant of any SAR shall be evidenced by the related Stock
Option Agreement or by a written "Stock Appreciation Rights Agreement" executed
by the Corporation and the Participant, stating the number of shares of Common
Stock covered by the SAR, the base price of a stand-alone SAR and such other
terms and conditions of the SAR as the Committee may from time to time
determine. The base price for stand-alone SARs (the "base price") shall be such
price as the Committee, in its sole discretion, shall determine but shall not be
less than 100% of the Fair Market Value per share of the Common Stock covered by
the stand-alone SAR on the date of grant.

5.3 Payment. SARs shall entitle the Participant upon exercise to receive the
amount by which the Fair Market Value of a share of Common Stock on the date of
exercise exceeds the option price of any tandem Option or the base price of a
stand-alone SAR, multiplied by the number of shares in respect of which the SAR
shall have been exercised. In the sole discretion of the Committee, the
Corporation may pay all or any part of its obligation arising out of a SAR
exercise in (i) cash, (ii) shares of Common Stock or (iii) cash and shares of
Common Stock. Payment shall be made by the Corporation as soon as practicable
after the date of exercise.

5.4 Exercise of Tandem Award. If SARs are granted in tandem with an Option (i)
the SARs shall be exercisable at such time or times and to such extent, but only
to such extent, that the related Option shall be exercisable, (ii) the exercise
of the related Option shall cause a share for share reduction in the number of
SARs which were granted in tandem with the Option; and (iii) the payment of SARs
shall cause a share for share reduction in the number of shares covered by such
Option.

5.5 Termination of Employment. Except as otherwise provided in the Stock
Appreciation Rights Agreement:

         (a) If termination of employment of a Participant is due to retirement
after age 55 with the written consent of the Corporation or an Affiliate, the
Participant shall have the right to exercise his or her stand-alone SARs within
the period of two years after such retirement, to the extent such SARs were
exercisable at the time of retirement; provided, however, that such
post-retirement exercise period may be extended by action of the Committee for
up to the full term of such SARs.

         (b) If a Participant shall die while employed by the Corporation or an
Affiliate thereof or within a period following termination of employment during
which the SARs remain exercisable under paragraphs (a), (c) or (d) of this
Section 5.5, his or her stand-alone SARs may be exercised to the extent
exercisable by the Participant at the time of his or her death within a



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period of two years from the date of death by the executor or administrator of
the Participant's estate or by the person or persons to whom the Participant
shall have transferred such right by will or by the laws of descent and
distribution.

         (c) If termination of employment of a Participant is by reason of the
total and permanent disability of the Participant covered by a disability plan
of the Corporation or an Affiliate then in effect, the Participant shall have
the right to exercise his or her stand-alone SARs within the period of two years
after the date of termination of employment, to the extent such SARs were
exercisable at the time of termination of employment.

         (d) In the event all employment of a Participant with the Corporation
or an Affiliate is terminated without cause within two years after the
occurrence of a Change in Control Event, the Participant shall have the right to
exercise his or her stand-alone SARs within one year after the date such
termination occurred, to the extent such stand-alone SARs were exercisable at
the time of such termination of employment. For purposes of this paragraph,
"without cause" shall have the meaning provided in Section 4.6(d).

         (e) In the event all employment of a Participant with the Corporation
or an Affiliate is terminated for any reason other than as stated in the
preceding paragraphs (a) - (d), his or her stand-alone SARs shall terminate upon
such termination of employment.

         (f) Notwithstanding the foregoing, in no event shall a stand-alone SAR
granted hereunder be exercisable after the expiration of its term.

VI.      Performance Units

6.1 Grant. The Committee may from time to time grant one or more Performance
Units to eligible employees. Performance Units shall represent the right of a
Participant to receive shares of Common Stock or cash at a future date upon the
achievement of Performance Goals which are established by the Committee.

6.2 Performance Unit Agreements. The grant of any Performance Unit shall be
evidenced by a written "Performance Unit Agreement", executed by the Corporation
and the Participant stating the amount of cash and/or number of shares of Common
Stock covered by the Performance Unit and such other terms and conditions of the
Performance Unit as the Committee may determine, including the performance
period to be covered by the award and the Performance Goals to be achieved.

6.3 Payment. After the completion of a performance period, performance during
such period shall be measured against the Performance Goals set by the
Committee. If the Performance Goals are met or exceeded, the Committee shall
certify that fact in writing in the Committee minutes or elsewhere and certify
the amount to be paid to the Participant under the Performance Unit. In the sole
discretion of the Committee, the Corporation may pay all or any part of its
obligation under the Performance Unit in (i) cash, (ii) shares of Common Stock
or (iii) cash and



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shares of Common Stock. Payment shall be made by the Corporation as soon as
practicable after the certification of achievement of the Performance Goals.

6.4 Termination of Employment. To be entitled to receive payment under a
Performance Unit, a Participant must remain in the employment of the Corporation
or an Affiliate through the end of the applicable performance period; except
that this limitation shall not apply where a Participant's employment is
terminated by the Corporation or an Affiliate without cause (as defined in
Section 4.6(d)) following the occurrence of a Change in Control Event.

6.5 Maximum Cash Payment. The maximum amount that may be paid in cash or in Fair
Market Value of Common Stock (to be valued no later than three days after the
date the Committee certifies the achievement of the Performance Goals) under all
Performance Units paid to any one Participant during a calendar year shall in no
event exceed $1,000,000.

VII.     Deferred Cash Incentive Awards

7.1 Granting of Deferred Cash Incentive Awards. Deferred Cash Incentive Awards,
as hereafter described, may be granted in conjunction with all or any part of
any Option (other than an Incentive Stock Option) granted under the Plan, either
at the time of the grant of such Option or at any time thereafter during the
term of such Option.

7.2 Deferred Cash Incentive Agreements. Deferred Cash Incentive Awards shall
entitle the holder of an Option to receive from the Corporation an amount of
cash equal to the aggregate exercise price of all Options exercised by such
Participant in accordance with the terms of a written "Deferred Cash Incentive
Agreement" executed by the Corporation and the Participant. Deferred Cash
Incentive Agreements shall specify the conditions under which Deferred Cash
Incentive Awards become payable, the conditions under which Deferred Cash
Incentive Awards are forfeited and any other terms and conditions as the
Committee may from time to time determine. Under no circumstances may a Deferred
Cash Incentive Award be applied to any purpose other than the payment of the
exercise price of a properly exercised related Option.

7.3 Pre-established Performance Goals.

         (a) Except in the event of death, total and permanent disability
covered by a disability plan of the Corporation or an Affiliate then in effect
or the occurrence of a Change in Control Event, any Deferred Cash Incentive
Award shall only be earned and become payable if the Corporation achieves
Performance Goals which are established for a calendar year or longer period by
the Committee. After the completion of a performance period, performance during
such period shall be measured against the Performance Goals set by the
Committee. If the Performance Goals are met or exceeded, the Committee shall
certify that fact in writing in the Committee minutes or elsewhere.

         (b) The amount payable to a Participant upon achieving the Performance
Goals set by the Committee for the Deferred Cash Incentive Award shall be equal
to the option price of the related Option, which shall be the Fair Market Value
of the shares of Common Stock subject to



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the Option on the date the Option is granted. No individual may in any calendar
year receive payment of Deferred Cash Incentive Awards with respect to Options
for more than 3,000,000 shares of Common Stock.

VIII.    Restricted Stock

8.1 Award of Restricted Stock. The Committee may from time to time, subject to
the provisions of the Plan and such other terms and conditions as it may
prescribe, grant one or more shares of Restricted Stock to eligible employees.
In the discretion of the Committee, shares of Restricted Stock may be granted
alone, in addition to or in tandem with other Awards granted under the Plan
and/or cash awards made outside of the Plan.

8.2 Restricted Stock Agreements. Each award of Restricted Stock under the Plan
shall be evidenced by a written Restricted Stock Agreement executed by the
Corporation and the Participant in such form as the Committee shall prescribe
from time to time in accordance with the Plan.

8.3 Restrictions. Shares of Restricted Stock issued to a Participant may not be
sold, assigned, transferred, pledged, hypothecated or otherwise disposed of,
except by will or the laws of descent and distribution, for such period as the
Committee shall determine, beginning on the date on which the Award is granted
(the "Restricted Period"). The Committee may also impose such other restrictions
and conditions on the shares or the release of the restrictions thereon as it
deems appropriate, including the achievement of Performance Goals established by
the Committee. In determining the Restricted Period of an Award, the Committee
may provide that the foregoing restrictions shall lapse with respect to
specified percentages of the awarded shares on specified dates following the
date of such Award or all at once.

8.4 Stock Certificate. As soon as practicable following the making of an award,
the Restricted Stock shall be registered in the Participant's name in
certificate or book-entry form. If a certificate is issued, it shall bear an
appropriate legend referring to the restrictions and it shall be held by the
Corporation on behalf of the Participant until the restrictions are satisfied.
If the shares are registered in book-entry form, the restrictions shall be
placed on the book-entry registration. Except for the transfer restrictions, and
subject to such other restrictions, if any, as determined by the Committee, the
Participant shall have all other rights of a holder of shares of Common Stock,
including the right to receive dividends paid with respect to the Restricted
Stock and the right to vote such shares. As soon as is practicable following the
date on which transfer restrictions on any shares lapse, the Corporation shall
deliver to the Participant the certificates for such shares, provided that the
Participant shall have complied with all conditions for delivery of such shares
contained in the Restricted Stock Agreement or otherwise reasonably required by
the Corporation.

8.5 Termination of Employment.

         (a) Unless expressly provided to the contrary in the applicable
Restricted Stock Agreement, all restrictions placed upon Restricted Stock shall
lapse immediately upon (i)



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termination of the Participant's employment with the Corporation or an Affiliate
if, and only if, such termination is by reason of the Participant's death, total
and permanent disability covered by a disability plan of the Corporation or an
Affiliate then in effect or (except where Performance Goals have been set for
the Award) retirement after age 55 with the written consent of the Corporation
or an Affiliate or (ii) the occurrence of a Change in Control Event. In
addition, the Committee may in its discretion (except where Performance Goals
have been set for the Award) allow restrictions on Restricted Stock to lapse
prior to the date specified in a Restricted Stock Agreement.

         (b) Except as otherwise provided in the Restricted Stock Agreement,
upon the effective date of a termination for any reason not specified in
paragraph (a) of this Section 8.5, all shares then subject to restrictions
immediately shall be forfeited to the Corporation without consideration or
further action being required of the Corporation. For purposes of this paragraph
(b), the effective date of a Participant's termination shall be the date upon
which such Participant ceases to perform services as an employee of the
Corporation or any of its Affiliates, without regard to accrued vacation,
severance or other benefits or the characterization thereof on the payroll
records of the Corporation or Affiliate.

8.6 Maximum Award. The compensation payable to a Participant upon achieving any
Performance Goals set by the Committee for Restricted Stock shall be equal to
the Fair Market Value of a share of Common Stock for each share of Restricted
Stock that is granted. No individual Participant may in any one calendar year
receive payment of a Restricted Stock Award (where Performance Goals have been
set for the Award) covering more than 400,000 shares of Common Stock.

8.7 Deferred Share Award.

         (a) A Deferred Share Award shall entitle the Participant to receive
from the Corporation a number of shares of Common Stock on a deferred payment
date specified by the Participant. Participants shall be entitled to elect a
Deferred Share Award as permitted by the Committee (a "Deferred Share Award
Election").

         (b) Except as otherwise provided by the Committee, a Deferred Share
Award Election (i) may be offered only with respect to a potential Restricted
Stock Award or an outstanding Restricted Stock Award with at least one year to
derestriction, (ii) shall have derestriction conditions identical as nearly as
practicable to those of the Restricted Stock Award, (iii) shall specify a
payment commencement date and form, which may occur no earlier than January 1 of
the year following termination of employment on or after age 55 with five
credited years of employment with the Corporation or an Affiliate and no later
than January 1 of the year following age 70, in one lump sum payment or in equal
annual payments over 5 or 10 years; provided, however, that payment following
derestriction of the Award upon a termination of employment prior to age 55 or
on or after age 55 with less than five years of credited employment with the
Corporation or an Affiliate shall be made in a lump sum payment no later than
March 1 of the year following such termination of employment.



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<PAGE>   13

         (c) Except as otherwise provided by the Committee, a Deferred Share
Award shall entitle the Participant to receive dividend equivalents payable no
earlier than the date payment is elected for the Deferred Share Award. Dividend
equivalents shall be calculated on the number of shares covered by the Deferred
Share Award as soon as practicable after the date dividends are payable on the
Common Stock.

         (d) A Deferred Share Award shall be evidenced by a written Deferred
Share Award Agreement executed by the Corporation and the Participant in such
form as the Committee shall prescribe from time to time in accordance with the
Plan.

         (e) Deferred Share Awards shall be subject to the same aggregate and
individual limitations set under the Plan for Restricted Stock Awards and shall
be subject to adjustment as provided in Section 9.7.

IX.      Miscellaneous

9.1 General Restriction. Each Award under the Plan shall be subject to the
requirement that, if at any time the Committee shall determine that any listing
or registration of the shares of Common Stock or any consent or approval of any
governmental body, or any other agreement or consent is necessary or desirable
as a condition of the granting of an Award or issuance of Common Stock or cash
in satisfaction thereof, such Award may not be consummated unless such
requirement is satisfied in a manner acceptable to the Committee.

9.2 Non-Assignability. No Award under the Plan shall be assignable or
transferable by a Participant, except by will or by the laws of descent and
distribution or by such other means as the Committee may approve from time to
time. During the life of the Participant, such Award shall be exercisable only
by such Participant or by such other persons as the Committee may approve from
time to time.

9.3 Withholding Taxes. Whenever the Corporation proposes or is required to issue
or transfer shares of Common Stock under the Plan, the Corporation shall have
the right to require the Participant to remit to the Corporation an amount
sufficient to satisfy any federal, state, local or other withholding tax
requirements prior to the delivery of any certificate for such shares. Whenever
under the Plan payments are to be made in cash, such payments shall be net of an
amount sufficient to satisfy any federal, state, local or other withholding tax
requirements.

9.4 No Right to Employment. Nothing in the Plan or in any agreement entered into
pursuant to it shall confer upon any Participant the right to continue in the
employment of the Corporation or an Affiliate or affect any right which the
Corporation or an Affiliate may have to terminate the employment of such
Participant.

9.5 Non-Uniform Determinations. The Committee's determinations under the Plan
(including without limitation its determinations of the employees to receive
Awards, the form, amount and timing of such Awards, the terms and provisions of
such Awards and the establishment of performance goals and performance periods)
need not be uniform and may be



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<PAGE>   14

made by it selectively among employees who receive, or are eligible to receive,
Awards under the Plan, whether or not such persons are similarly situated.

9.6 No Rights as Shareholders. Participants as such shall have no rights as
shareholders of the Corporation, except as provided in Section 8.4, unless and
until shares of Common Stock are registered in their name.

9.7 Adjustments of Stock. If there is any change in the Common Stock by reason
of any stock split, stock dividend, spin-off, split-up, spin-out,
recapitalization, merger, consolidation, reorganization, combination or exchange
of shares, or any other similar transaction, the number and kind of shares
available for grant under the Plan or subject to or granted pursuant to an Award
and the price thereof, or other numeric limitations under the Plan, as
applicable, shall be appropriately adjusted by the Committee or the Board.

9.8 Amendment or Termination of the Plan. The Committee or the Board may at any
time terminate the Plan or any part thereof and may from time to time amend the
Plan as it may deem advisable. Any such action of the Committee or the Board may
be taken without the approval of the Corporation's shareholders, but only to the
extent that such shareholder approval is not required by applicable law or
regulation, including specifically Rule 16b-3, or the rules of any stock
exchange on which the Common Stock is listed. The termination or amendment of
the Plan shall not, without the consent of the Participant, adversely affect
such Participant's rights under an Award previously granted.

9.9 Awards to Foreign Nationals and Employees Outside the United States. To the
extent the Committee deems it necessary, appropriate or desirable to comply with
foreign law or practice and to further the purpose of the Plan, the Committee
may, without amending the Plan, (i) establish special rules applicable to Awards
granted to Participants who are foreign nationals, are employed outside the
United States, or both, including rules that differ from those set forth in this
Plan, and (ii) grant Awards to such Participants in accordance with those rules.

9.10 Previously Granted Awards. Awards outstanding on the date of shareholder
approval of this amended and restated Plan shall continue to be governed by and
construed in accordance with the Plan as in effect prior to amendment and
restatement; except that outstanding Deferred Cash Incentive Awards shall be
subject to the limitations of new Section 7.3(a) and (b) of the Plan and, to the
extent required by Section 162(m) of the Code, a grant of a Reload Option shall
be subject to the limitation of new Section 3.4(d) of the Plan.


December 1999


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