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                                                                    Exhibit 10.1









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                            FINLAY ENTERPRISES, INC.
             EXECUTIVE DEFERRED COMPENSATION AND STOCK PURCHASE PLAN

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                              Effective May 1, 2003





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                            FINLAY ENTERPRISES, INC.

             EXECUTIVE DEFERRED COMPENSATION AND STOCK PURCHASE PLAN

                             (Effective May 1, 2003)

                                Table Of Contents


Article 1 - Introduction.....................................................1

Article 2 - Definitions......................................................1

Article 3 - Shares Reserved..................................................6

Article 4 - Administration...................................................6

Article 5 - Eligibility......................................................7

Article 6 - Purchases........................................................8

Article 7 - Vesting and Payment of RSUs......................................9

Article 8 - Forfeiture Due to Detrimental Activity..........................11

Article 9 - Dividend Equivalent Amounts.....................................11

Article 10 - Designation of Beneficiary.....................................12

Article 11 - Adjustments....................................................12

Article 12 - Amendment or Termination of Plan...............................12

Article 13 - Miscellaneous Provisions.......................................13




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                            FINLAY ENTERPRISES, INC.
             EXECUTIVE DEFERRED COMPENSATION AND STOCK PURCHASE PLAN
                             (EFFECTIVE MAY 1, 2003)


ARTICLE 1 - INTRODUCTION

The purpose of the Finlay Enterprises, Inc. Executive Deferred Compensation and
Stock Purchase Plan is to provide equity incentive compensation to selected key
executives of Finlay Enterprises, Inc. and its and their Subsidiaries (as
defined in Section 2.32 hereof). Participants in the Plan are permitted to
purchase RSUs (as defined in Section 2.31 hereof) with a portion of their actual
or target bonus awards under the Corporation's MBO (as defined in Section 2.24
hereof), and receive a corresponding Matching RSU (as defined in Section 2.23
hereof) from the Corporation, subject to the provisions of this Plan. RSUs that
are purchased or awarded to a Participant under the Plan are distributed in the
form of shares of Common Stock (and cash in lieu of fractional shares). The
Corporation believes that the Plan creates a means to provide deferred
compensation to such selected key executives and to raise the level of stock
ownership in the Corporation by such executives thereby strengthening the
mutuality of interests between such executives and the Corporation's
stockholders.

The shares of Common Stock available for issuance under this Plan are funded
from shares of Common Stock that are available under the Long Term Incentive
Plans, and such awards under this Plan constitute a "Stock Award" under the Long
Term Incentive Plans.

This Plan is established in order to provide deferred compensation to a select
group of management and highly compensated employees within the meanings of
Sections 201(2), 401(a)(1) and 301(a)(3) of ERISA.

ARTICLE 2 - DEFINITIONS

2.1      Account - means, with respect to each Participant, the account to which
         Participant RSUs and Matching RSUs purchased or awarded under the Plan
         are credited.

2.2      Award Date - April 25th of each Plan Year or the preceding business day
         if April 25th is a holiday recognized by the Corporation or on a
         weekend, provided that if the Corporation changes its bonus payment
         practices, Award Date is the date a Bonus would otherwise be paid to a
         Participant if a Participant did not elect to purchase Participant RSUs
         under the Plan.

2.3      Beneficiary - a beneficiary or beneficiaries designated by the
         Participant under Article 10.

2.4      Bonus - a Participant's annual actual or target bonus award for a Plan
         Year, or the greater of a Participant's actual or target bonus as
         elected by a Participant, under the Corporation's MBO or any successor
         annual bonus plan.

2.5      Board of Directors - the Board of Directors of the Corporation.





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2.6      Cause - means a termination of a Participant's employment by the
         Corporation or a Subsidiary as a result of any of the following: (i)
         the Participant's conviction of, or plea of nolo contendere to, a
         felony or misdemeanor under the laws of the United States, any state
         thereof, or any political subdivision thereof, in each case with regard
         to the Corporation or a Subsidiary, (ii) the Participant's willful
         misconduct, fraud or material dishonesty with regard to the Corporation
         or a Subsidiary or (iii) the Participant's material violation of their
         Codes of Ethics, as amended from time to time.

2.7      Change in Control - shall be deemed to have occurred if:

         (i)   the stockholders of the Corporation shall have approved: (A) any
               consolidation or merger of the Corporation in which the
               Corporation is not the continuing or surviving corporation or
               pursuant to which shares of Common Stock would be converted into
               cash, securities or other property, other than a merger of the
               Corporation in which the holders of Common Stock immediately
               prior to the merger have the same proportionate ownership of
               common stock of the surviving corporation immediately after the
               merger; (B) any sale, lease, exchange or other transfer (in one
               transaction or a series of related transactions) of all, or
               substantially all, of the assets of the Corporation; or (C) the
               adoption of any plan or proposal for the liquidation or
               dissolution of the Corporation;

         (ii)  any person (as defined in Sections 13(d)(3) and 14(d)(2) of the
               Exchange Act), corporation or other entity (other than the
               Corporation or any employee benefit plan sponsored by the
               Corporation or any Subsidiary) shall have become the "beneficial
               owner" (as defined in Rule 13d-3 of the Exchange Act), directly
               or indirectly, of securities of the Corporation representing 30%
               or more of the issued and outstanding Common Stock; or

         (iii) individuals who on the date of the adoption of the Plan
               constituted the entire Board of Directors shall have ceased for
               any reason to constitute a majority unless the election, or the
               nomination for election by the Corporation's stockholders, of
               each new director was approved by a vote of at least a majority
               of the directors then still in office.

2.8      Code - the Internal Revenue Code of 1986, as amended from time to time.

2.9      Committee - the Compensation Committee of the Board of Directors,
         and/or any other committee or subcommittee the Board of Directors may
         appoint to administer the Plan as provided herein. A Committee composed
         solely of two or more members of the Board of Directors who meet (i)
         the definition of "outside director" under Section 162(m) of the Code,
         (ii) the definition of "non-employee director" under Section 16 of the
         Exchange Act and (iii) any similar or successor laws hereinafter
         enacted, shall administer the Plan with respect to Participants who are
         subject to Section 16 of the Exchange Act at the time of the relevant
         Committee actions; provided, however, that if, at any time, no
         Committee



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         shall be in office, then the functions of the Committee specified in
         this Plan shall be exercised by the Board of Directors or by any other
         committee appointed by the Board of Directors. If for any reason the
         appointed Committee does not meet the requirements of Rule 16b-3 or
         Section 162(m) of the Code, such noncompliance shall not affect the
         validity of any RSUs hereunder, interpretations or other actions of the
         Committee.

2.10     Common Stock - Common Stock of the Corporation, par value $.01 per
         share or such other class of shares or other securities as may be
         applicable pursuant to the provisions of Article 11.

2.11     Confidential Information - means confidential or proprietary
         information relating to the business of the Corporation or a
         Subsidiary, which includes: (1) information of a commercial nature (for
         example, customers, clients or vendors of the Corporation or a
         Subsidiary, selling strategies, costs, prices and markets), (2)
         information of a technical nature (for example, methods, know-how,
         processes, drawings and design data), (3) information of a strategic
         nature (for example, future developments or strategies pertaining to
         research and development, marketing and sales or other matters
         concerning the Corporation's or a Subsidiary's planning), (4)
         information as to employees and consultants (for example, capabilities,
         competence, status with the Corporation or a Subsidiary and
         compensation levels), and (5) information conceived, originated,
         discovered or developed by a Participant while employed by the
         Corporation or a Subsidiary. Confidential Information shall not include
         information that is otherwise public knowledge or known within the
         applicable industry or information that a Participant is compelled to
         disclose pursuant to the order of a court or other governmental or
         legal body having jurisdiction over such matter.

2.12     Corporation  - Finlay  Enterprises,  Inc., a corporation  organized
         under the laws of the State of Delaware (or any successor).

2.13     Deferral Agreement - an agreement executed by a Participant setting
         forth his or her election to defer receipt of a portion of his or her
         Bonus for the Deferral Period (as elected by the Participant) and to
         authorize the Corporation to credit such amount to a book-entry Account
         maintained by the Corporation on behalf of the Participant in order to
         purchase a Participant RSU under the Plan. A Deferral Agreement shall
         contain such provisions, consistent with the provisions of the Plan, as
         may be established from time to time by the Corporation or Committee.

2.14     Deferral Period - a period of time (expressed in whole years) beginning
         on the Award Date and ending on the third, fifth or seventh year
         following the Award Date, as specified by the Participant in his or her
         Deferral Agreement with respect to RSUs purchased on that Award Date.
         The Deferral Period may be extended as provided in Section 6.4 and will
         expire upon certain circumstances as provided in Section 7.2 and
         Article 12.

2.15     Detrimental Activity - any of the following activities:



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         (a)   the disclosure to anyone outside the Corporation or its
               Subsidiaries, or the use in any manner other than in the
               furtherance of the Corporation's or its Subsidiaries' business,
               without written authorization from the Corporation, of any
               Confidential Information;

         (b)   activity that results or could reasonably be expected to result
               in a Participant's termination that is classified by the
               Corporation or a Subsidiary as a termination for Cause;

         (c)   a Participant directly or indirectly, solicits, induces or hires
               any managerial employee of the Corporation or its Subsidiaries to
               be employed by the Participant or any person or entity by which
               the Participant is employed;

         (d)   a Participant's attempt, directly or indirectly, to solicit in a
               competitive manner any current or prospective customer or
               supplier of the Corporation or its Subsidiaries;

         (e)   a Participant's Disparagement of, or inducement of others to
               Disparage, the Corporation or its Subsidiaries or their past and
               present directors, employees or products; or

         (f)   the rendering of services for any organization, or engaging,
               directly or indirectly, in any business, which is competitive
               with the Corporation or its Subsidiaries, or the rendering of
               services to such organization or business if such organization or
               business is otherwise prejudicial to, or in conflict with, the
               interests of the Corporation or its Subsidiaries, including,
               without limitation, the leased fine jewelry business, fine
               jewelry manufacturing or wholesaling, and providing services in
               the fine jewelry area for any retail operation.

         For purposes of all sub-sections in this Section (other than subsection
         (b)), the Chief Executive Officer of the Corporation and/or the
         Committee shall have authority to provide a Participant with written
         authorization to engage in the activities contemplated thereby and no
         other person or entity shall have authority to provide a Participant
         with such authorization.

2.16     Disability - a "disability" as defined under the Social Security Act,
         the Corporation's or a Subsidiary's long-term disability plan or an
         employment agreement (or similar agreement) entered into between the
         Participant and the Corporation or any Subsidiary.

2.17     Disparagement or Disparage - making comments or statements to the
         press, the Corporation's or its Subsidiaries' employees, consultants,
         customers, suppliers or any other individual or entity with whom the
         Corporation or its Subsidiaries has a business relationship which could
         reasonably be expected to adversely affect in any manner: (a) the
         conduct of the business of the Corporation or its Subsidiaries
         (including, without limitation, any products or business plans or
         prospects); or (b) the business reputation of



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         the Corporation or its Subsidiaries, or any of their products, or their
         past or present directors or employees.

2.18     Effective Date - the effective date of the Plan as provided in
         Section 13.16.

2.19     Exchange Act - the Securities Exchange Act of 1934, as amended.

2.20     ERISA - the Employee Retirement Income Security Act of 1974, as
         amended.

2.21     Fair Market Value - as applied to any date, shall mean the volume
         weighted average trading price of a share of Common Stock on the
         principal national securities exchange or the Nasdaq Stock Market,
         Inc., as the case may be, on which such stock is listed and traded for
         such date or, if there is no sale on that date, then on the last
         preceding date on which a sale was reported. If the Common Stock is not
         quoted or listed on an exchange or on the Nasdaq Stock Market, Inc., or
         representative quotes are not otherwise available, the Fair Market
         Value shall mean the amount determined by the Committee to be the fair
         market value based upon a good faith attempt to value the Common Stock
         accurately and computed in accordance with the applicable regulations
         under the Code.

2.22     Long Term  Incentive  Plans - the Finlay  Enterprises,  Inc. 1997 Long
         Term Incentive Plan and the Finlay Enterprises, Inc. Long Term
         Incentive Plan, as each may be amended from time to time.

2.23     Matching RSU - an RSU awarded to the Participant by the Corporation in
         accordance with Section 6.3.

2.24     MBO - the Corporation's Management Bonus Opportunity Plan, as amended
         from time to time.

2.25     Participant - a key executive of the Corporation or a Subsidiary who
         satisfies the eligibility requirements under Article 5 of the Plan and
         elects to participate in the Plan in accordance with its terms.

2.26     Participant RSU - an RSU purchased by the Participant in accordance
         with Section 6.2.

2.27     Plan - the Finlay Enterprises, Inc. Executive Deferred Compensation and
         Stock Purchase Plan, as amended from time to time.

2.28     Plan Year - the calendar year, except that the first Plan Year shall be
         the short Plan Year commencing on the Effective Date and ending on
         December 31, 2003.

2.29     Retirement - a Participant's voluntary termination of employment with
         the Corporation and all Subsidiaries on or after age 55.

2.30     Rule 16b-3 - means the "short-swing" profit recovery rule pursuant to
         Rule 16b-3 promulgated under Section 16(b) of the Exchange Act or any
         successor provision.



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2.31     RSU - a restricted stock unit, which is a unit of measurement
         equivalent to one share of Common Stock but with none of the attendant
         rights of a stockholder of a share of Common Stock, including the right
         to vote (if any); except that an RSU shall have the dividend right (if
         any) described in Article 9. The Fair Market Value of an RSU on any
         date shall be deemed to be the Fair Market Value of a share of Common
         Stock on that date. RSUs may be in the form of either Participant RSUs
         (as described in Section 6.2) or Matching RSUs (as described in Section
         6.3). All references to RSUs in the Plan shall be deemed to refer to
         Participant RSUs and Matching RSUs, unless the context clearly requires
         otherwise.

2.32     Subsidiary - a corporation or other form of business association of
         which shares (or other ownership interests) having 50% or more of the
         voting power are owned or controlled, directly or indirectly, by the
         Corporation. As of the Effective Date, Finlay Fine Jewelry Corporation,
         Finlay Merchandising and Buying, Inc. and eFinlay, Inc. are
         Subsidiaries for purposes of this Plan.

2.33     Unforeseeable Emergency - as defined in Section 7.3 hereof.


ARTICLE 3 - SHARES RESERVED

Shares of Common Stock that may be issued or used for reference purposes under
the Plan are funded from shares of Common Stock that are available for issuance
under the Long Term Incentive Plans. The aggregate number of shares of Common
Stock that may be issued or used for reference purposes under the Plan may not
exceed the maximum number of shares of Common Stock available for issuance under
the Long Term Incentive Plans, subject to adjustment as provided in Article 11
hereof.


ARTICLE 4 - ADMINISTRATION

4.1      The Plan shall be administered by the Committee. The Committee may
         select an administrator or any other person to whom its duties and
         responsibilities hereunder may be delegated. The Committee shall have
         full power and authority, subject to the provisions of the Plan, to
         promulgate such rules and regulations as it deems necessary for the
         proper administration of the Plan, to interpret the provisions and
         supervise the administration of the Plan, and to take all actions in
         connection therewith or in relation thereto as it deems necessary or
         advisable. All interpretations, determinations and decisions of the
         Committee, including, without limitation, any claim or appeal under
         Section 13.7 hereof, shall be made in its sole and absolute discretion
         based on the Plan document and shall be final, conclusive and binding
         on all parties with respect to all matters relating to the Plan.



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4.2      The Committee may employ such legal counsel, consultants, brokers and
         agents as it may deem desirable for the administration of the Plan and
         may rely upon any opinion received from any such counsel or consultant
         and any computation received from any such consultant, broker or agent.
         The Committee may, in its sole discretion, designate an agent to
         administer the Plan, keep records, send statements of Account to
         Participants and to perform other duties relating to the Plan, as the
         Committee may request from time to time. The Committee may adopt, amend
         or repeal any guidelines or requirements necessary for the delivery of
         the Common Stock.

4.3      The Corporation shall, to the fullest extent permitted by law, the
         Certificate of Incorporation and By-laws of the Corporation and, to the
         extent not covered by insurance, indemnify each director or employee of
         the Corporation and its Subsidiaries (including the heirs, executors,
         administrators and other personal representatives of such person) and
         each member of the Committee against all expenses, costs, liabilities
         and losses (including attorneys' fees, judgments, fines, excise taxes
         or penalties, and amounts paid or to be paid in settlement) actually
         and reasonably incurred by such person in connection with any
         threatened, pending or actual suit, action or proceeding (whether
         civil, administrative or investigative in nature or otherwise) in which
         such person may be involved by reason of the fact that he or she is or
         was serving this Plan in any capacity at the request of the Corporation
         or a Subsidiary, except in instances where any such person engages in
         willful misconduct, a crime or fraud. Such right of indemnification
         shall include the right to be paid by the Corporation for expenses
         incurred or reasonably anticipated to be incurred in defending any such
         suit, action or proceeding in advance of its disposition; provided,
         however, that the payment of expenses in advance of the settlement or
         final disposition of a suit, action or proceeding shall be made only
         upon delivery to the Corporation of an undertaking by or on behalf of
         such person to repay all amounts so advanced if it is ultimately
         determined that such person is not entitled to be indemnified
         hereunder. Such indemnification shall be in addition to any rights of
         indemnification the person may have as a director or employee or under
         the Certificate of Incorporation of the Corporation or the By-Laws of
         the Corporation. Expenses incurred by the Committee or the Board of
         Directors in the engagement of any such counsel, consultant or agent
         shall be paid by the Corporation.


ARTICLE 5 - ELIGIBILITY

Key executives of the Corporation or a Subsidiary as designated by the Committee
shall be eligible to participate in the Plan. Eligibility for participation in
the Plan shall be determined by the Committee in its sole discretion. The
Committee may, in its sole discretion, designate, on a prospective basis, any
Participant in the Plan as ineligible to purchase RSUs pursuant to Article 6 of
the Plan. To the extent a Participant is no longer considered a member of a
select group of management and highly compensated employees within the meaning
of Sections 201(2), 401(a)(1) and 301(a)(3) of ERISA, the Committee may deem
such Participant ineligible to participate in the Plan, provided that unless
otherwise required by applicable law such Participant's Account shall not be
distributed, and shall be distributed in accordance with the terms of the
Deferral Agreement and the Plan.




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ARTICLE 6 - PURCHASES

6.1      General

         As of the applicable Award Date, RSUs shall be awarded to Participants
         and credited to Accounts held under the Plan on behalf of Participants
         on a book entry basis calculated in the manner provided under Sections
         6.2, 6.3 and 6.5 hereof.

6.2      Voluntary Purchases

         No later than April 1 of the Plan Year in which the Bonus is earned,
         each Participant may voluntarily elect to receive 25% of his or her
         Bonus for that Plan Year in the form of RSUs by executing a Deferral
         Agreement (a "Participant RSU"). Notwithstanding the foregoing, for the
         first Plan Year, a Participant may elect to participate in the Plan for
         that Plan Year no later than July 1, 2003. If an employee of the
         Corporation or a Subsidiary first becomes eligible to participate
         hereunder during a Plan Year, such employee may elect to participate in
         the Plan for that Plan Year no later than 30 days following the date
         such employee first becomes a Participant.

         The Deferral Agreement shall provide that the Participant elects to
         defer 25% of the Participant's Bonus that would otherwise be payable to
         the Participant and, in lieu thereof, the Participant shall receive
         Participant RSUs. The Deferral Agreement shall also specify the
         Deferral Period, as elected by the Participant.

         Any Bonus that a Participant elects to receive in the form of
         Participant RSUs, is entirely contingent on, and is limited to, the
         amount of the Bonus actually awarded to the Participant.

6.3      Corporation Matching RSUs

         With respect to each Participant RSU that a Participant elects to
         purchase under the Plan, the Corporation shall credit the book entry
         Account of the Participant with one Matching RSU on the applicable
         Award Date relating to such Participant's election.

6.4      Deferral Period

         Each Deferral Agreement shall specify a Deferral Period with respect to
         the RSU to which it pertains. Notwithstanding the foregoing, the
         Deferral Period may be extended as provided below, or may expire
         earlier, as provided in Section 7.2 and Article 12. The Committee may,
         in its sole discretion, permit a Participant to extend the Deferral
         Period with respect to the RSUs to which it pertains for additional two
         year periods, provided that such extension is made at least one year
         prior to the expiration of the applicable Deferral Period. Unless
         otherwise determined by the Committee, there is no limit on the number
         of two year extensions that may be elected by a Participant.

         Other than with respect to the first Plan Year or with respect to an
         employee of the Corporation or a Subsidiary who first becomes eligible
         to participate in the Plan during a




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         Plan Year, Deferral Agreements must be received by the Corporation no
         later than March 1 of the Plan Year for which such Bonus amount will be
         earned. With respect to any Plan Year, a Deferral Agreement is
         irrevocable on and after the date the Deferral Agreement must be
         submitted to the Corporation in accordance with procedures established
         by the Committee, and is valid solely for the Plan Year to which the
         election relates. If no new Deferral Agreement is timely made or filed
         in accordance with procedures established by the Committee with respect
         to any subsequent Plan Year, no portion of the Bonus may be used to
         purchase Participant RSUs under the Plan.

         Notwithstanding the forgoing, upon the request of a Participant, the
         Committee, in its sole discretion, may permit the Participant to revoke
         his or her Deferral Agreement with respect to the Participant's
         purchase of Participant RSUs due to the Participant's Unforeseeable
         Emergency (as described in Section 7.3). A Participant who revokes a
         Deferral Agreement pursuant to this Section shall not be entitled to
         enter into a new Deferral Agreement for a period of 12 months after
         such revocation.

6.5      Awards of RSUs

         The Corporation shall credit the applicable number of RSUs to each
         Participant's Account on the Award Date. Each Participant's Account
         shall be credited with a number of RSUs (in whole and fractional RSUs)
         determined by dividing (a) 25% of the Participant's Bonus that the
         Participant elects to receive in the form of Participant RSUs in
         accordance with the Participant's Deferral Agreement by (b) the Fair
         Market Value of a share of Common Stock on the Award Date. Each
         Participant's Account shall also be simultaneously credited with an
         equivalent number of corresponding Matching RSUs. Fractional RSUs shall
         be carried to one-thousandth of one percent (i.e., three decimal
         places), and shall be rounded-down for fractions less than one-half and
         rounded-up for fractions equal to or greater than one-half.


ARTICLE 7 - VESTING AND PAYMENT OF RSUS

7.1      Vesting

         Participant RSUs shall be fully vested at all times. Subject to Article
         8, Matching RSUs shall become vested upon the three year anniversary of
         the Award Date, provided the Participant is continuously employed by
         the Corporation or a Subsidiary from the Award Date through the
         applicable vesting date (including any period during which the
         Participant is on a Corporation (or Subsidiary)-approved leave of
         absence, either paid or unpaid. In the event a Participant's employment
         is terminated for any reason (other than by the Corporation without
         Cause or as a result of death, Disability, Retirement or a Change in
         Control) prior to the applicable vesting date, all unvested Matching
         RSUs shall be forfeited. Notwithstanding the foregoing, upon a
         Participant's death, Disability or Change in Control, in each case
         while employed by the Corporation or a Subsidiary, all unvested
         Matching RSUs shall become 100% vested.



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         Upon a Participant's termination of employment by the Corporation or a
         Subsidiary without Cause or upon a Participant's Retirement, a
         Participant's Matching RSUs shall vest in an amount equal to the number
         of Matching RSUs credited to a Participant's Account multiplied by a
         fraction, the numerator of which is the number of full years a
         Participant has been continuously employed by the Corporation or a
         Subsidiary after the applicable Award Date, and the denominator of
         which is three, and any remaining unvested Matching RSUs shall be
         forfeited.

7.2      Payment

         With respect to each Participant RSU, the Corporation shall issue to
         the Participant one share of Common Stock and cash in lieu of any
         fractional RSU (fractional RSUs shall be calculated in accordance with
         Section 6.5 hereof) as soon as practicable after the end of the
         Deferral Period pertaining to such Participant RSU, or, if earlier, as
         soon as practicable after the Participant's termination of employment
         with the Corporation and its Subsidiaries.

         With respect to each vested Matching RSU, the Corporation shall issue
         to the Participant one share of Common Stock and cash in lieu of any
         fractional RSU (fractional RSUs shall be calculated in accordance with
         Section 6.5 hereof) as soon as practicable after the end of the
         Deferral Period pertaining to such vested Matching RSU, or, if earlier,
         as soon as practicable after the Participant's termination of
         employment with the Corporation and its Subsidiaries, provided,
         however, a Participant who terminates employment for any reason other
         than due to death, Disability, or a Change in Control or a termination
         of the Plan, shall be issued Common Stock with respect to each vested
         Matching RSU (and cash in lieu of fractional shares calculated in
         accordance with Section 6.5 hereof) 12 months after such termination.

         Except as provided in Section 7.1, upon any termination of employment
         or the termination of the Plan, all unvested Matching RSUs shall be
         canceled and terminated, and if a Participant's employment is
         terminated by the Corporation or a Subsidiary for Cause all Matching
         RSUs (whether vested or unvested to the extent unpaid) shall be
         canceled and terminated.

7.3      Hardship Distributions

         (a)   Upon the written request of a Participant, the Committee, in its
               sole discretion, may approve, due to the Participant's
               Unforeseeable Emergency (as defined below), an immediate lump sum
               distribution of the vested portion of a Participant's Account
               under the Plan. For purposes of this Section, "Unforeseeable
               Emergency" means:

               (i)    severe financial hardship resulting from an illness or
                      accident of a Participant, the Participant's spouse or of
                      a Participant's dependent (as defined in Code Section
                      152(a);




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               (ii)   loss of the Participant's principal residence due to
                      casualty; or

               (iii)  eviction of the Participant from the Participant's
                      principal residence or foreclosure on the mortgage of such
                      residence.

An Unforeseeable Emergency shall be determined based on the relevant facts and
circumstances. Notwithstanding the foregoing, an Unforeseeable Emergency shall
not include an emergency that is or may be relieved by: (1) reimbursement or
compensation by insurance or otherwise; (2) liquidation of the Participant's
assets, to the extent the liquidation of such assets would not itself create
severe financial hardship; or (3) cessation of the Participant's deferrals under
the Plan.

         (b)   Distributions must be limited to the amount reasonably necessary
               to satisfy the emergency need (which may include any amounts
               necessary to pay any federal, state, or local income taxes or
               penalties reasonably anticipated to result from the
               distribution).

         (c)   A Participant who takes a withdrawal pursuant to this Section
               shall not be deemed to be a Participant under the Plan during a
               suspension period commencing with the date of such withdrawal and
               continuing for a total of 12 months. Following the suspension
               period, unless otherwise determined by the Committee or unless
               otherwise not a Participant for a reason other than the
               withdrawal pursuant to this Section, the Participant shall
               thereafter be again deemed to be a Participant and may elect on a
               Deferral Agreement to receive RSUs in lieu of a specified portion
               of his or her Bonus in accordance with Article 6 of the Plan.

         (d)   The Corporation shall make a book entry to a Participant's
               Account to reduce such Participant's Account in the amount of any
               payment as a result of a withdrawal pursuant to this Section.


ARTICLE 8 - FORFEITURE DUE TO DETRIMENTAL ACTIVITY

In the event a Participant engages in Detrimental Activity while employed or
during a period commencing on the Participant's termination date and ending one
year following the date a Participant terminates employment: (i) a Participant
shall forfeit any unvested and vested Matching RSUs to the extent unpaid and
(ii) the Corporation shall be entitled to recover from the Participant, and the
Participant shall promptly pay to the Corporation, the value of any shares of
Common Stock that were distributed to the Participant under the Plan as a result
of any Matching RSUs, valued at the greater of the Fair Market Value on the date
a Participant received payment under the Plan or the date that a Participant
engaged in Detrimental Activity.


ARTICLE 9 - DIVIDEND EQUIVALENT AMOUNTS

Whenever dividends (if any) are paid with respect to shares of Common Stock,
each Participant's Account shall be credited as follows: (i) with respect to a
dividend that is paid in Common Stock, each Participant's Account shall be
credited with a corresponding number of RSUs and (ii) with





                                       11
<PAGE>


respect to a dividend that is paid in cash, each Participant's Account shall be
credited with a corresponding number of RSUs, based on the Fair Market Value of
a share of Common Stock on the date the dividend is paid. The Committee, in its
sole discretion, shall determine when, and if, dividends will be credited to
Participant Accounts.


ARTICLE 10 - DESIGNATION OF BENEFICIARY

A Participant may designate one or more Beneficiaries to receive the
Participant's benefits under the Plan in the event of his or her death. Such
designation, or any change therein, must be in writing in a form acceptable to
the Committee and shall be effective upon receipt by the Committee. If there is
no effective Beneficiary designation, the Participant's Beneficiary shall be the
Participant's estate. Upon the acceptance by the Committee of a new Beneficiary
designation form, all Beneficiary designations previously filed shall be
canceled. The Committee shall be entitled to rely on the last Beneficiary
designation form filed by the Participant and accepted by the Committee prior to
his or her death.


ARTICLE 11 - ADJUSTMENTS

In the event of a stock dividend, stock split, reverse stock split, combination
or reclassification of shares, recapitalization, merger, consolidation,
exchange, spin-off or otherwise which affects the Common Stock, the Committee
shall make appropriate equitable adjustments in:

         (a)   the number or kind of shares of Common Stock or securities with
               respect to which RSUs shall thereafter be purchased or awarded;

         (b)   the number and kind of shares of Common Stock remaining subject
               to outstanding RSUs;

         (c)   the number of RSUs credited to the Account of each Participant;
               and

         (d)   the method of determining the value of RSUs.


ARTICLE 12 -      AMENDMENT OR TERMINATION OF PLAN

The Corporation reserves the right to amend, terminate or freeze the Plan at any
time, by action of its Board of Directors (or a duly authorized committee
thereof) or the Committee, provided that no such action shall adversely affect a
Participant's rights under the Plan with respect to RSUs purchased or awarded
and vested before the date of such action. No amendment shall be effective
unless approved by the stockholders of the Corporation if stockholder approval
of such amendment is required to comply with any applicable law, regulation or
stock exchange rule. Upon termination of the Plan, any vested RSU shall be paid
in accordance with Section 7.2 of the Plan (except that any such payments shall
be paid as soon as administratively practicable following the Plan termination)
and any nonvested RSU shall be canceled and terminated. Upon freezing of the
Plan, all vested RSUs purchased or awarded prior to freezing shall continue to
be held under the Plan until the Deferral Period expires and all nonvested RSUs
awarded prior to freezing shall vest or become canceled in accordance with the
terms of the Plan.



                                       12
<PAGE>


ARTICLE 13 -      MISCELLANEOUS PROVISIONS

13.1     No Distribution; Compliance with Legal Requirements

         The Committee may require each person acquiring shares of Common Stock
         under the Plan to represent to, and agree with, the Corporation in
         writing that such person is acquiring the shares without a view to
         distribution thereof. No shares of Common Stock shall be issued until
         all applicable securities law and other legal and stock exchange
         requirements have been satisfied. The Committee may require the placing
         of such stop-orders and restrictive legends on certificates for Common
         Stock as it deems appropriate.

13.2     Withholding

         Participation in the Plan is subject to any required tax withholding on
         RSUs purchased by, or awarded to, the Participant under the Plan. Each
         Participant agrees, by entering the Plan and executing a Deferral
         Agreement, that the Corporation or Subsidiary employing the Participant
         shall have the right to deduct any federal, state or local income taxes
         or other taxes, in its sole discretion, from any amount payable to the
         Participant under the Plan or from any payment of any kind otherwise
         due to the Participant outside of the Plan. Upon the vesting of an RSU,
         prior to the issuance or delivery of shares of Common Stock or the
         payment of any cash (in lieu of fractional shares) hereunder, a
         Participant shall pay all required withholding to the Corporation and,
         if applicable, a Subsidiary. Without limiting the generality of the
         foregoing, any required withholding obligation with regard to any
         Participant may be satisfied by: (i) reducing the number of shares of
         Common Stock otherwise deliverable to the Participant; (ii) subject to
         the Committee's prior consent, any method approved by the Committee
         which may include the Participant delivering shares of Common Stock to
         the Corporation that have been held by the Participant for at least six
         months (or such other period to avoid an accounting charge against the
         Corporation's earnings) and that are held free and clear of all
         encumbrances; or (iii) by the Participant paying cash directly to the
         Corporation.

13.3     Notices; Delivery of Stock Certificates

         Any notice required or permitted to be given by the Corporation or the
         Committee pursuant to the Plan shall be deemed given when personally
         delivered by hand, a nationally recognized overnight courier or
         deposited in the United States mail, registered or certified, postage
         prepaid, addressed to the Participant at the last address shown for the
         Participant on the records of the Corporation or such other address
         that the Participant shall designate in writing to the Corporation.
         Delivery of stock certificates to persons entitled to receive them
         under the Plan shall be deemed effected for all purposes when the
         Corporation or a share transfer agent of the Corporation shall have
         deposited such certificates in the United States mail or personally
         delivered such certificates by hand or by a nationally recognized
         overnight courier, addressed to such person at his/her last known
         address on file with the Corporation or such other address that may be
         designated in writing to the Corporation.




                                       13
<PAGE>


13.4     Nontransferability of Rights

         RSUs are not transferable other than by will or by the laws of descent
         and distribution. No RSU or other interest under the Plan shall be
         subject in any manner to anticipation, alienation, sale, transfer,
         assignment, pledge, encumbrance, garnishment, execution, levy or
         charge, and any attempt by a Participant or any Beneficiary under the
         Plan to do so shall be void. No interest under the Plan shall in any
         manner be liable for or subject to the debts, contracts, liabilities,
         engagements or torts of a Participant or Beneficiary entitled thereto.

13.5     Obligations Unfunded and Unsecured

         The Plan shall at all times be entirely unfunded, and no provision
         shall at any time be made with respect to segregating assets of the
         Corporation or any Subsidiary (including Common Stock) for payment of
         any amounts or issuance of any shares of Common Stock hereunder. No
         Participant or other person shall own any interest in any particular
         assets of the Corporation or any Subsidiary (including Common Stock) by
         reason of the right to receive payment under the Plan, and any
         Participant or other person shall have only the rights of a general
         unsecured creditor of the Corporation with respect to any rights under
         the Plan. Nothing contained in this Plan and no action taken pursuant
         to the provisions of this Plan shall create or be construed to create a
         trust of any kind, or a fiduciary relationship amongst the Corporation,
         any Subsidiary, the Committee, and the Participants, their designated
         Beneficiaries or any other person. Any funds which may be invested
         under the provisions of this Plan shall continue for all purposes to be
         part of the general funds of the Corporation and no person other than
         the Corporation shall by virtue of the provisions of this Plan have any
         interest in such funds. If the Corporation decides to establish any
         accrued reserve on its books against the future expense of benefits
         payable hereunder, or if the Corporation establishes a rabbi trust
         under this Plan, such reserve or trust shall not under any
         circumstances be deemed to be an asset of the Plan.

13.6     Governing Law

         Except to the extent preempted by ERISA and the Code, this Plan shall
         be governed, construed, administered and regulated in accordance with
         the laws of New York. In the event any provision of this Plan shall be
         determined to be illegal or invalid for any reason, the other
         provisions shall continue in full force and effect as if such illegal
         or invalid provision had never been included herein. As a condition of
         participation in the Plan, all Participants consent to the jurisdiction
         of the Federal courts whose districts encompass any part of Manhattan
         in connection with any dispute arising under the Plan and waives, to
         the maximum extent permitted by law, any objection based on forum non
         conveniens, to the conducting of any such proceeding in such
         jurisdiction.

13.7     Claims Procedure

         Any claim by a Participant or Beneficiary ("Claimant") with respect to
         eligibility, participation, contributions, benefits or other aspects of
         the operation of the Plan shall be



                                       14
<PAGE>


         made in writing to the Committee. The Committee shall provide the
         Claimant with the necessary forms and make all determinations as to the
         right of any person to a disputed benefit. If a Claimant is denied
         benefits under the Plan, the Committee or its designee shall notify the
         Claimant in writing of the denial of the claim within 90 days (such
         period may be extended to 180 days) after the Plan receives the claim,
         provided that in the event of special circumstances such period may be
         extended.

         If the initial 90 day period is extended, the Committee or its designee
         shall, within 90 days of receipt of the claim, notify the Claimant in
         writing of such extension. The written notice of extension will
         indicate the special circumstances requiring the extension of time and
         provide the date by which the Committee expects to make a determination
         with respect to the claim. If the extension is required due to the
         Claimant's failure to submit information necessary to decide the claim,
         the period for making the determination will be tolled from the date on
         which the extension notice is sent to the Claimant until the earlier of
         (i) the date on which the Claimant responds to the Plan's request for
         information or (ii) expiration of the 45 day period commencing on the
         date that the Claimant is notified that the requested additional
         information must be provided. If notice of the denial of a claim is not
         furnished within the required time period described herein, the claim
         shall be deemed denied as of the last day of such period.

         If the claim is wholly or partially denied, the notice to the Claimant
         shall set forth:

         (i)   the specific reason or reasons for the denial;

         (ii)  specific reference to pertinent Plan provisions upon which the
               denial is based;

         (iii) a description of any additional material or information necessary
               for the Claimant to perfect the claim and an explanation of why
               such material or information is necessary;

         (iv)  appropriate information as to the steps to be taken and the
               applicable time limits if the Claimant wishes to submit the
               adverse determination for review; and

         (v)   a statement of the Claimant's right to bring a civil action under
               Section 502(a) of ERISA following an adverse determination on
               review (collectively, the "Notice Requirements").

         If the claim has been denied, the Claimant may submit the claim for
         review. Any request for review of a claim must be made in writing to
         the Committee no later than 60 days after the Claimant receives
         notification of denial or, if no notification was provided, the date
         the claim is deemed denied. The claim will then be reviewed by the
         Committee. The Claimant or his duly authorized representative may:




                                       15
<PAGE>


         (i)   upon request and free of charge, be provided with access to, and
               copies of, relevant documents, records, and other information
               relevant to the Claimant's claim; and

         (ii)  submit written comments, documents, records, and other
               information relating to the claim. The review of the claim
               determination shall take into account all comments, documents,
               records, and other information submitted by the Claimant relating
               to the claim, without regard to whether such information was
               submitted or considered in the initial claim determination.

         The decision of the Committee shall be made within 60 days (such period
         may be extended to 120 days) after receipt of the Claimant's request
         for review, unless special circumstances require an extension.

         If the initial 60 day period is extended, the Committee or its designee
         shall, within 60 days of receipt of the claim, notify the Claimant in
         writing of such extension. The written notice of extension will
         indicate the special circumstances requiring the extension of time and
         provide the date by which the Committee expects to make a determination
         with respect to the claim. If the extension is required due to the
         Claimant's failure to submit information necessary to decide the claim,
         the period for making the determination will be tolled from the date on
         which the extension notice is sent to the Claimant until the earlier of
         (i) the date on which the Claimant responds to the Plan's request for
         information or (ii) expiration of the 45 day period commencing on the
         date that the Claimant is notified that the requested additional
         information must be provided. If notice of the denial of a claim is not
         furnished within the required time period described herein, the claim
         shall be deemed denied as of the last day of such period.

         If an extension of time is required, the Claimant shall be notified in
         writing of such extension. The written notice of extension will
         indicate the special circumstances requiring the extension of time and
         the date by which the Committee expects to make a determination with
         respect to the claim. If the extension is required due to the
         Claimant's failure to submit information necessary to decide the claim
         on review, the period for making the determination will be tolled from
         the date on which the extension notice is sent to the Claimant until
         the earlier of (i) the date on which the Claimant responds to the
         Plan's request for information or (ii) expiration of the 45-day period
         commencing on the date that the Claimant is notified that the requested
         additional information must be provided. In any event, a decision shall
         be rendered not later than 120 days after receipt of the request for
         review. If notice of the decision upon review is not furnished within
         the required time period described herein, the claim on review shall be
         deemed denied as of the last day of such period.

         The Committee's decision on the Claimant's claim for review will be
         communicated to the Claimant in writing. If the claim on review is
         denied, the notice to the Claimant shall provide a statement that the
         Claimant is entitled to receive, upon request and free of charge,
         reasonable access to, and copies of, all documents, records and other
         information



                                       16
<PAGE>


         relevant to the claim, and shall also set forth the Notice Requirements
         (other than subsection (iv)).

         The claims procedures set forth in this section are intended to comply
         with U.S. Department of Labor Regulation ss. 2560.503-1 and should be
         construed in accordance with such regulation. In no event shall it be
         interpreted as expanding the rights of Claimants beyond what is
         required by U.S. Dept. of Labor ss. 2560.503-1.

         A Claimant must exhaust all administrative remedies under this Section
         13.7 prior to commencing any action in Federal court.

13.8     Short-Swing Profit Recovery Rule under Rule 16b-3

         The Plan is intended to comply with the "short-swing" profit recovery
         rule pursuant to Rule 16b-3 and the Committee shall interpret and
         administer the provisions of the Plan in a manner consistent therewith.
         If a key executive is designated by the Committee to participate
         hereunder, any election to purchase Participant RSUs in lieu of a
         specified portion of a Bonus shall be deemed approved by such Committee
         and shall be deemed an exempt purchase under Rule 16b-3. Any provisions
         inconsistent with Rule 16b-3 shall be inoperative and shall not affect
         the validity of the Plan.

13.9     No Employment Rights

         The establishment and operation of this Plan shall not confer any legal
         rights upon any Participant or other person for a continuation of
         employment, nor shall it interfere with the rights of the Corporation
         or Subsidiary to discharge any employee and to treat him or her without
         regard to the effect which that treatment might have upon him or her as
         a Participant or potential Participant under the Plan.

13.10    Severability of Provisions

         If any provision of the Plan shall be held invalid or unenforceable,
         such invalidity or unenforceability shall not affect any other
         provisions hereof, and the Plan shall be construed and enforced as if
         such provisions had not been included.

13.11    Construction

         The use of a masculine pronoun shall include the feminine, and the
         singular form shall include the plural form, unless the context clearly
         indicates otherwise. The headings and captions herein are provided for
         reference and convenience only, shall not be considered part of the
         Plan, and shall not be used in the construction of the Plan.

13.12    Benefits Not Salary

         Any benefits payable under this Plan shall not be deemed salary or
         other compensation to the Participant for the purposes of computing
         benefits to which he or she may be entitled



                                       17
<PAGE>


         under any pension plan or other arrangement of the Corporation or a
         Subsidiary, unless otherwise expressly specified in such pension plan
         or other arrangement.

13.13    Assignment

         The Plan shall be binding upon and inure to the benefit of the
         Corporation, its successors and assigns and the Participants and their
         heirs, executors, administrators and legal representatives. In the
         event that the Corporation sells all or substantially all of the assets
         of its business and the acquiror of such assets assumes the obligations
         hereunder, the Corporation shall be released from any liability imposed
         herein and shall have no obligation to provide any benefits payable
         hereunder.

13.14    Use of Funds

         All Bonus amounts that are received or held under the Plan may be used
         by the Corporation for any corporate purpose.

13.15    Set-Off

         The Corporation's obligation to pay a Participant any amounts under the
         Plan shall be subject to setoff, counterclaim or recoupment of amounts
         owed by a Participant to the Corporation.

13.16    Effective Date of Plan

         The Plan is adopted, effective as of May 1, 2003, subject to approval
         of the stockholders of the Corporation as provided under applicable
         law, regulation or stock exchange rule. In the event that Participants
         make elections pursuant to a Deferral Agreement and stockholder
         approval is not obtained, any such Deferral Agreements and any
         elections thereunder shall be null and void ab initio.



                                       18