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2004 Annual Meeting Approved Stock Plan                             Exhibit 10.2



                              CSK AUTO CORPORATION

                          2004 STOCK AND INCENTIVE PLAN

                                    ARTICLE I

                                     PURPOSE

      SECTION 1.1 Purpose. The purpose of the CSK Auto Corporation 2004 Stock
and Incentive Plan is to promote and closely align the interests of Employees
and Directors of the Company, its Subsidiaries or Parent companies, and their
respective stockholders, by providing stock-based compensation and other
performance-based compensation. The Plan is intended to strengthen the Company's
ability to reward performance that enhances long-term stockholder value; to
increase employee stock ownership through performance-based compensation plans;
and to strengthen the Company's ability to attract and retain an outstanding
employee and executive team.

                                   ARTICLE II

                                   DEFINITIONS

      FOR PURPOSES OF THE PLAN, THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING
MEANINGS, UNLESS ANOTHER DEFINITION IS CLEARLY INDICATED BY PARTICULAR USAGE OR
CONTEXT:

      "Act" means the Securities Exchange Act of 1934, as amended.

      "Affiliate" shall have the meaning set forth in Rule 12b-2 under Section
12 of the Act.

      "Approved Leave of Absence" means a leave of absence of definite length
approved by the Chief Executive Officer or Chief Operating Officer of the
Company, or by any other officer of the Company to whom the Committee delegates
such authority.

      "Award" means an award of Options, Stock Appreciation Rights, Restricted
Stock, Stock Units, Incentive Bonuses or Other Stock Unit Awards pursuant to the
Plan.

      "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under
the Act.

      "Beneficiary" means any person or persons designated in writing by a
Participant to the Committee in a form prescribed by it for that purpose, which
designation shall be revocable at any time by the Participant prior to his or
her death; provided that, in the absence of such a designation or the failure of
the person or persons so designated to survive the Participant, "Beneficiary"
shall mean such Participant's estate; and further provided that no designation
of Beneficiary shall be effective unless it is received by the Company before
the Participant's death.

      "Board" means the Board of Directors of the Company.

      "Cause" means, with respect to any Participant, (a) any definition of "for
cause" or similar concept contained in any employment agreement, personal
services agreement, retention agreement or similar agreement applicable to such
Participant, or, in the absence of any such definition or any such agreement,
(b) fraud or embezzlement, gross negligence in the performance or nonperformance
of duties for the Company or any Subsidiary or Parent of the Company, or
material failure or refusal to perform duties at any time as an Employee or
Director of the Company or any Subsidiary or Parent of the Company.

      "Change in Control" means the occurrence of any one of the following:

            (a) any Person is or becomes the Beneficial Owner, directly or
      indirectly, of securities of the Company representing 30% or more of the
      combined voting power of the Company's then outstanding


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      securities, excluding any Person who becomes such a Beneficial Owner in
      connection with a Qualifying Business Combination described in paragraph
      (c) below or who becomes such a Beneficial Owner as a result of a change
      in ownership percentage resulting solely from an acquisition of securities
      by the Company; or

            (b) the following individuals cease for any reason to constitute a
      majority of the number of directors then serving on the Board: individuals
      who, on the Effective Date, constitute the Board and any new director
      (other than a director whose initial assumption of office is in connection
      with an actual or threatened election contest, including, but not limited
      to, a consent solicitation relating to the election of directors of the
      Company) whose appointment or election by the Board or nomination for
      election by the Company's stockholders was approved or recommended by a
      vote of at least two-thirds ( 2/3) of the directors then still in office
      who either were directors on the Effective Date or whose appointment,
      election or nomination for election was previously so approved or
      recommended; or

            (c) there is consummated a reorganization, merger or consolidation
      of the Company with, or sale or other disposition of all or substantially
      all of the assets of the Company in one or a series of related
      transactions to, any other Person (a "Business Combination"), other than a
      Business Combination that would result in the voting securities of the
      Company outstanding immediately prior to such Business Combination
      continuing to represent (either by remaining outstanding or by being
      converted into voting securities of the surviving entity or any parent
      thereof) more than 50% of the combined voting power of the securities of
      the Company or such surviving entity or any parent thereof outstanding
      immediately after such Business Combination (a "Qualifying Business
      Combination"); or

            (d) the stockholders of the Company approve a plan of complete
      liquidation or dissolution of the Company or there is consummated an
      agreement for the sale or disposition by the Company of all or
      substantially all of the Company's assets, other than a sale or
      disposition by the Company of all or substantially all of the Company's
      assets to any other Person more than 50% of the combined voting power of
      the outstanding securities of which is owned by stockholders of the
      Company in substantially the same proportions as their ownership of the
      Company immediately prior to such sale.

      "Code" means the Internal Revenue Code of 1986, as amended, or the
corresponding provisions of any successor statute.

      "Committee" means the committee of the Board designated by the Board to
administer the Plan pursuant to Section 3.1 hereof.

      "Common Stock" means the Common Stock, par value $0.01 per share, of the
Company.

      "Company" means CSK Auto Corporation, a Delaware corporation, and except
as utilized in the definition of Change in Control, any successor corporation.

      "Director" means a member of the Board who is a "non-employee director"
within the meaning of Rule 16(b)-3 promulgated under the Act, as such may be
amended from time to time.

      "Effective Date" means the date on which approval of the Plan by the
stockholders of the Company is obtained.

      "Employee" means any person, including officers and directors, employed by
the Company or any Subsidiary or Parent of the Company.

      "Immediate Family" means any child, stepchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law,
including adoptive relationships, any person sharing the Participant's household
(other than a tenant or employee), a trust in which these persons (or the
Participant) have more than 50% of the beneficial interest, a foundation in
which these persons (or the Participant) control the management of assets, and
any other entity in which these persons (or the Participant) own more than 50%
of the voting interests.


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      "Incentive Bonus" means a bonus opportunity awarded under Section 10.1
hereof pursuant to which a Participant may become entitled to receive an amount,
payable in cash or Shares, based on satisfaction of such performance criteria as
are specified in the Incentive Bonus Document.

      "Incentive Bonus Document" means the agreement or other document
evidencing the Award of an Incentive Bonus.

      "Incentive Stock Option" means an Option granted under Section 6.1 hereof
that is designated as an Incentive Stock Option and is intended to meet the
requirements of Section 422 of the Code and any related regulations.

      "Market Value" means (a) the mean of the highest and lowest reported sale
prices for the Shares on the New York Stock Exchange on the date on which the
determination of Market Value is being made or, if no sale is reported for such
day, on the next preceding day on which a sale of Shares was reported, all as
reported by such source as the Committee may select or (b) if the Shares are no
longer listed on the New York Stock Exchange, such market value of the Shares or
other securities to be determined in accordance with the procedures to be
established by the Committee from time to time.

      "Nonqualified Stock Option" means any Option granted under Section 6.1
hereof that is not an Incentive Stock Option.

      "Option" means a right granted under Section 6.1 hereof to purchase a
stated number of Shares at a specified price. Options awarded under the Plan may
be in the form of Incentive Stock Options or Nonqualified Stock Options.

      "Option Document" means the agreement or other document evidencing the
Award of an Option.

      "Other Stock Unit Award" means an Award granted pursuant to Section 11.1
hereof, of Shares or other securities that are valued in whole or in part by
reference to, or are otherwise based on, Shares or other securities of the
Company.

      "Other Stock Unit Award Rules" means the terms and conditions of Other
Stock Unit Awards as established by the Committee pursuant to Sections 11.1 and
11.2 hereof.

      "Parent" shall have the same definition as a "parent corporation" in
Section 424 of the Code.

      "Participant" means any Employee or Director who is granted an Award under
the Plan.

      "Person" shall have the meaning given in Section 3(a)(9) of the Act, as
modified and used in Sections 13(d) and 14(d) thereof, except that such term
shall not include (a) the Company or any of its Affiliates, (b) a trustee or
other fiduciary holding securities under an employee benefit plan of the Company
or any of its Subsidiaries, (c) an underwriter temporarily holding securities
pursuant to an offering of such securities or (d) a corporation or other entity
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company.

      "Plan" means this CSK Auto Corporation 2004 Stock and Incentive Plan, as
amended from time to time.

      "Prior Plans" means the CSK Auto Corporation 1996 Associate Stock Option
Plan, the CSK Auto Corporation 1996 Executive Stock Option Plan, the CSK Auto
Corporation 1999 Employee Stock Option Plan and the CSK Auto Corporation
Directors Stock Plan.

      "Qualifying Performance Criteria" means the criteria set forth in Section
15.1 hereof.

      "Restricted Stock" means Shares issued pursuant to an Award granted under
Section 8.1 hereof that are subject to any restrictions on the grant, issuance,
retention, vesting, and/or transferability (including continued employment,
passage of time and/or performance conditions) that the Committee, in its
discretion, may impose.

      "Restriction Period" means the period defined in Section 8.2 hereof.


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      "Shares" mean shares of the Company's Common Stock.

      "Stock Administrator" means the Company's third party stock administrator
or any other person or entity designated by the Committee to assist in the
administration of the Plan.

      "Stock Appreciation Right" means a right that entitles the Participant to
receive, in cash or Shares (as determined by the Committee), value equal to or
otherwise based on the excess of (a) the Market Value of a specified number of
Shares at the time of exercise over (b) the exercise price of the Stock
Appreciation Right, as established by the Committee on the date of grant.

      "Stock Unit" means a right to receive in the future a Share of Common
Stock or, at the discretion of the Committee, the value of such Common Stock in
cash pursuant to an Award granted under Section 9.1 hereof.

      "Subcommittee" means one or more separate committees appointed by the
Committee pursuant to Section 3.4 hereof.

      "Subsidiary" shall have the same definition as a "subsidiary corporation"
in Section 424 of the Code.

      "Vesting Condition" means any condition to the vesting of Restricted Stock
established by the Committee pursuant to Section 8.2 hereof.

                                   ARTICLE III

                                 ADMINISTRATION

      SECTION 3.1 Composition of Committee. This Plan shall be administered by
the Compensation Committee of the Board (the "Committee"), as appointed from
time to time by the Board. The Board, in its sole discretion, may exercise any
authority of the Committee under this Plan in lieu of the Committee's exercise
thereof, and in such instances references herein to the Committee shall refer to
the Board. The Committee shall be governed, and shall have such composition as
called for, by the Compensation Committee Charter as such may be amended from
time to time. The Committee may designate the Chief Executive Officer or Chief
Operating Officer of the Company or other Employees to assist the Committee in
the administration of the Plan, and the Committee may grant authority to such
persons to execute agreements or other documents evidencing Awards made under
this Plan or other documents entered into under this Plan on behalf of the
Committee or the Company.

      SECTION 3.2 Powers of the Committee. Subject to the express provisions and
limitations set forth in this Plan, the Committee shall be authorized and
empowered to do all things necessary or desirable, in its sole discretion, in
connection with the administration of this Plan, including, without limitation,
the following:

            (a) to prescribe, amend and rescind rules and regulations relating
      to this Plan and to define terms not otherwise defined herein;

            (b) to determine which individuals are eligible to be Participants
      under Section 4.1 hereof, to which of such Participants, if any, Awards
      shall be granted hereunder and the timing of any such Awards;

            (c) to grant Awards to Participants and determine the terms and
      conditions thereof, including, but not limited to, the number of Shares
      subject to Awards, the designation of Options as Incentive Stock Options
      or Nonqualified Stock Options, the exercise or purchase price of Shares
      subject to Awards, the circumstances under which Awards become exercisable
      or vested or are forfeited or expire, the circumstances under which Awards
      may be settled in cash or Shares, which terms may, but need not be,
      conditioned upon the passage of time, continued employment, the
      satisfaction of performance criteria, the occurrence of certain events
      (including events that the Board or the Committee determine constitute a
      Change in Control), or other factors;

            (d) to establish and verify the extent of satisfaction of any
      performance goals or other conditions applicable to the grant, issuance,
      exercisability, vesting and/or ability to retain any Award;


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            (e) to prescribe and amend the terms of the agreements or other
      documents evidencing Awards made under this Plan (which need not be
      identical) and the terms of or form of any document or notice required to
      be delivered to the Company by Participants under this Plan;

            (f) to determine whether, and the extent to which, adjustments are
      required pursuant to Section 14.2 hereof;

            (g) to interpret and construe this Plan, any rules and regulations
      under this Plan and the terms and conditions of any Award granted
      hereunder, and to waive, amend or make exceptions to any such provisions
      in good faith and for the benefit of the Company; and

            (h) to make all other determinations deemed necessary or advisable
      for the proper operation or administration of this Plan.

      SECTION 3.3 Determinations of the Committee. All decisions, determinations
and interpretations by the Committee regarding this Plan shall be final and
binding on all Participants and Beneficiaries. The Committee shall consider such
factors as it deems relevant to making such decisions, determinations and
interpretations, including, without limitation, the recommendations or advice of
any director, officer or employee of the Company and such attorneys, consultants
and accountants as the Committee may select.

      SECTION 3.4 Delegations to Subcommittees. The Committee may delegate to
one or more separate committees (any such committee a "Subcommittee") composed
of one or more directors of the Company (who may, but need not be, members of
the Committee) the ability to grant Awards and take the other actions described
in Section 3.2 hereof with respect to non-executive employees, and such actions
shall be treated for purposes of Section 3.3 hereof as if taken by the
Committee.

                                   ARTICLE IV

                                   ELIGIBILITY

      SECTION 4.1 Eligibility. To be eligible for selection by the Committee to
participate in the Plan as a Participant, an individual must be an Employee or
Director of the Company or any Subsidiary or Parent of the Company. The
Committee may grant Awards of Options, Stock Appreciation Rights, Restricted
Stock, Stock Units, Incentive Bonuses or Other Stock Unit Awards to eligible
Employees or Directors.

                                    ARTICLE V

                           STOCK SUBJECT TO THIS PLAN

      SECTION 5.1 Aggregate Limits. The aggregate number of Shares that shall be
available for grant under this Plan shall be 4,000,000 Shares, plus any Shares
subject to awards made under Prior Plans that are outstanding on the Effective
Date and become available pursuant to Section 5.3 hereof; provided, however,
that no more than 1,000,000 Shares of the total Shares issuable under the Plan
may be available for grant in the form of Incentive Stock Options. Any Shares
granted as Options or Stock Appreciation Rights shall be counted against this
limit as one (1) Share for every one (1) Share granted. Any Shares granted as
Awards other than Options or Stock Appreciation Rights shall be counted against
this limit as 2.25 Shares for every one (1) Share granted. The aggregate number
of Shares available for grant under this Plan and the number of Shares subject
to outstanding Awards shall be subject to adjustment as provided in Section 14.2
hereof. In addition, the aggregate number of Shares available for grant under
this Plan shall not be reduced by Shares subject to Awards granted upon the
assumption of, or in substitution for, awards granted by a business or entity
that is acquired by, or whose assets are acquired by, the Company. The Shares
issued pursuant to Awards granted under this Plan may be Shares that either were
reacquired by the Company, including Shares purchased in the open market, or
authorized but unissued Shares.

      SECTION 5.2 Individual Limits. The aggregate number of Shares that may be
granted as Options or Stock Appreciation Rights under this Plan during any
calendar year to any one Participant shall not exceed 500,000 Shares. The
aggregate number of Shares that may be granted as Restricted Stock, Stock Units
or Other Stock Unit Awards under this Plan during any calendar year to any one
Participant shall not exceed 250,000 Shares. Notwithstanding anything to the
contrary in this Plan, the foregoing limitations shall be


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subject to adjustment under Section 14.2 hereof, but only to the extent that
such adjustment will not affect the status of any Award intended to qualify as
"performance-based compensation" under Section 162(m) of the Code. The foregoing
limitations shall not apply to the extent that (a) compensation in connection
with specific Awards made under the Plan is not intended to be treated as
"performance-based compensation" under Section 162(m) of the Code or (b) such
limitations are no longer required in order for compensation in connection with
Awards under this Plan to be treated as "performance-based compensation" under
Section 162(m) of the Code.

      SECTION 5.3 Share Add-Backs. For purposes of Section 5.1 hereof, the
aggregate number of Shares available for Awards under this Plan at any time
shall not be reduced by (a) Shares subject to Awards that have been canceled,
expired, forfeited or settled in cash, (b) Shares subject to Awards that have
been retained by the Company in payment or satisfaction of the purchase price or
tax withholding obligation of an Award, or (c) Shares subject to Awards that
otherwise do not result in the issuance of Shares in connection with payment or
settlement of an Award. Any Shares that again become available for grant
pursuant to clauses (a) through (c) of this Section 5.3 shall be added back as
one (1) Share if such Shares were subject to Options or Stock Appreciation
Rights and as 2.25 Shares if such Shares were subject to Awards other than
Options and Stock Appreciation Rights. In addition, Shares that have been
delivered (either actually or constructively by attestation) to the Company in
payment or satisfaction of the purchase price or tax withholding obligation of
an Award or an award under any of the Prior Plans shall be available for Awards
under this Plan. Shares subject to awards made under Prior Plans that do not
result in the issuance of Shares for the reasons listed in clauses (a) through
(c) of this Section 5.3 shall be available for grant under this Plan. Each Share
that again becomes available for grant in connection with awards under Prior
Plans shall be added back as one (1) Share.

                                   ARTICLE VI

                         TERMS AND CONDITIONS OF OPTIONS

      SECTION 6.1 Option Grants. The Committee may grant an Option or provide
for the grant of an Option, either from time to time in the discretion of the
Committee or automatically upon the occurrence of specified events, including,
without limitation, the achievement of performance goals, the satisfaction of an
event or condition within the control of the recipient of the Award or within
the control of others. All Options under the Plan shall be granted subject to
the terms and conditions set forth in this Article VI.

      SECTION 6.2 Option Price. The option price per share with respect to each
Option shall be determined by the Committee but shall not be less than 100% of
the Market Value of the Common Stock on the date the Option is granted;
provided, however, that the option price per share of any Incentive Stock Option
will be equal to or greater than 110% of the Market Value of a Share as of the
date of grant if the Participant receiving the Incentive Stock Option owns,
immediately before the Incentive Stock Option is granted, stock representing
more than 10% of the total combined voting power of all classes of stock of the
Company or any Subsidiary or Parent of the Company; provided further, that the
option price per share with respect to an Option that is granted in connection
with a merger, stock exchange, or other acquisition as a substitute or
replacement award for options held by optionees of the acquired entity may be
less than 100% of Market Value on the date the Option is granted.

      SECTION 6.3 Duration. The Committee shall establish the term of an Option,
provided that in no event shall any Option be exercisable subsequent to the
tenth anniversary of the date on which it is granted; provided, however, that in
the case of an Incentive Stock Option granted to a Participant who owns stock as
of the date of the grant representing more than 10% of the total combined voting
power of all classes of stock of the Company or any Subsidiary or Parent of the
Company, the term of the Incentive Stock Option shall be five (5) years from the
date on which it is granted or such shorter term as the Committee may determine.


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      SECTION 6.4 Exercise. Except as provided in Section 6.9 hereof, the Shares
covered by an Option may not be purchased prior to the first anniversary of the
date on which the Option is awarded, or such longer period or periods, and
subject to such conditions, as the Committee may determine, but thereafter may
be purchased upon such terms and at such times as the Committee may determine as
shall be provided in the Option Document. To the extent that the right to
purchase Shares has accrued thereunder, Options may be exercised from time to
time by notice to the Company stating the number of Shares with respect to which
the Option is being exercised.

      SECTION 6.5 Payment. Except as set forth herein, Shares purchased under
Options shall, at the time of purchase, be paid for in full in cash. All, or any
portion, of the option price may, at the discretion of the Committee, be paid
(i) under an arrangement with the Stock Administrator where payment is made
pursuant to an irrevocable direction to the Stock Administrator to deliver all
or part of the proceeds from the sale of Shares issuable under the Option to the
Company or (ii) by the surrender (either actually or constructively by
attestation) to the Company, at the time of exercise, of Shares of previously
acquired Common Stock owned by the Participant, to the extent that such payment
does not require the surrender of a fractional share of such previously acquired
Common Stock or (iii) by authorizing the Company to withhold Common Stock
otherwise issuable on exercise of the Option. Such Shares previously acquired
and used to pay the option price shall be valued at Market Value on the date the
Option is exercised or as otherwise determined in accordance with the procedures
to be established by the Committee. A Participant shall have none of the rights
of a stockholder until the Shares are issued to him or her.

      SECTION 6.6 Restrictions. The Committee shall determine, with respect to
each Option, the nature and extent of the restrictions, if any, to be imposed on
the Shares that may be purchased thereunder. Without limiting the generality of
the foregoing, the Committee may impose conditions restricting absolutely or
conditionally the transferability of Shares acquired through the exercise of
Options for such periods, and subject to such conditions, including continued
employment of the Participant by the Company or any Subsidiary or Parent of the
Company, as the Committee may determine.

      SECTION 6.7 Incentive Stock Options. Incentive Stock Options granted under
this Plan will be subject to the following additional conditions, limitations
and restrictions:

            (a) Eligibility. Incentive Stock Options may be granted only to
      Employees of the Company or a Subsidiary or Parent of the Company.

            (b) Timing of Grant. No Incentive Stock Option will be granted under
      this Plan after the tenth anniversary of the date on which the Plan is
      adopted by the Board or, if earlier, the date on which the Plan is
      approved by the Company's stockholders.

            (c) Amount of Award. The aggregate Market Value (as of the date of
      grant) of the Shares with respect to which the Incentive Stock Options
      awarded to any Participant first become exercisable during any calendar
      year may not exceed $100,000. For purposes of this $100,000 limit, the
      Participant's Incentive Stock Options under this Plan and all other plans
      maintained by the Company and its Subsidiaries will be aggregated. To the
      extent any Incentive Stock Option would exceed the $100,000 limit, the
      Incentive Stock Option will afterwards be treated as a Nonqualified Stock
      Option for all purposes.

      SECTION 6.8 Transferability of Options. In no event will the Committee
permit an Incentive Stock Option to be transferred by a Participant other than
by will or the laws of descent and distribution, and any Incentive Stock Option
awarded under this Plan will be exercisable only by the Participant during the
Participant's lifetime. During a Participant's lifetime, Nonqualified Stock
Options shall be transferable during the lifetime of the Participant by gift or
pursuant to a domestic relations order to members of the Participant's Immediate
Family to the extent and in the manner determined by the Committee and subject
to the prior written consent of the Committee.

      SECTION 6.9 Termination of Relationship. Unless the Committee shall
determine otherwise, at such time as a Participant ceases to be an Employee or
Director of the Company or any Subsidiary or Parent of the Company for any
reason and except as provided in subsections (a), (b) or (d) below, Options
shall expire


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immediately as to those Shares for which they were not then exercisable, and as
to the remaining Shares for which the Options were exercisable at the time of
such termination, such Options shall expire on the earlier of the expiration of
the term of the Options or according to the following schedule:

            (a) Retirement. If (i) a Participant ceases to be an Employee or
      Director of the Company or any Subsidiary or Parent of the Company by
      reason of retirement provided that the Participant has attained age 65 and
      the sum of the Participant's age and years of service with the Company is
      75 or higher, and (ii) upon such termination all conditions to
      exercisability of the Options required pursuant to Section 6.4 hereof
      other than such holding period have been satisfied, the holding period
      required pursuant to Section 6.4 hereof shall automatically be deemed to
      have been satisfied, and the Options shall expire, unless exercised, one
      (1) year after such termination.

            (b) Death or Disability. If (i) a Participant ceases to be an
      Employee or Director of the Company or any Subsidiary or Parent of the
      Company prior to the end of the holding period required by Section 6.4
      hereof by reason of death or disability under the provisions of an
      applicable long-term disability plan, and (ii) upon such termination all
      conditions to exercisability of the Options required pursuant to Section
      6.4 hereof other than such holding period have been satisfied, the holding
      period required pursuant to Section 6.4 hereof shall automatically be
      deemed to have been satisfied, and the Options shall expire, unless
      exercised by the Participant, or if such termination was as a result of
      Participant's death, by Participant's legal representatives or heirs, one
      (1) year after such termination.

            (c) Cause. Options shall expire upon receipt by the Participant of
      the notice of termination if he or she is terminated for Cause.

            (d) Change in Control. Notwithstanding anything to the contrary in
      this subsection (d), unless the Committee shall expressly provide
      otherwise in the Option Document at the time of grant, in the event a
      Participant ceases to be an Employee or Director of the Company or any
      Subsidiary or Parent of the Company because such Participant's
      relationship is involuntarily terminated by the Company or any of its
      Subsidiaries (other than termination as a result of death or disability or
      for Cause as described in subsections (b) and (c) above) within one (1)
      year following a Change in Control, any holding period or other condition
      required pursuant to Section 6.4 hereof shall automatically be deemed to
      have been satisfied, the Options shall become fully vested and
      exercisable, and the Options shall remain exercisable for a period of one
      (1) year following such termination.

            (e) All Other Terminations. Options shall expire, unless exercised,
      three (3) months after the date of such termination; provided, however, if
      an Incentive Stock Option is exercised by an Employee more than three (3)
      months after the termination of such Employee's employment for any reason
      (or more than twelve (12) months following such Employee's death or if
      such Employee is permanently and totally disabled, within the meaning of
      Section 22(e) of the Code), the Incentive Stock Option will afterwards be
      treated as a Nonqualified Stock Option for all purposes. For purposes of
      this Section 6.9, unless the Committee determines otherwise in its
      discretion, a Participant's relationship as an Employee or Director of the
      Company or any Subsidiary or Parent of the Company will be treated as
      continuing intact while the Participant is on military leave, sick leave
      or another Approved Leave of Absence if the period of leave does not
      exceed ninety (90) days, or a longer period to the extent that such
      Participant's right to reemployment with the Company or a Subsidiary or
      Parent of the Company is guaranteed by statute or by contract. If the
      period of leave exceeds ninety (90) days and the Participant's right to
      continue as an Employee or Director is not guaranteed by statute or
      contract, the relationship will be deemed to have ceased on the 91st day
      of such leave.

      SECTION 6.10 Deferral. The Committee may permit a Participant to elect to
defer receipt of all or part of the Shares issuable upon the exercise of
Options, pursuant to rules and regulations adopted by the Committee.

      SECTION 6.11 Option Document. Each Option Document shall contain
provisions regarding (a) the number of Shares that may be issued upon exercise
of the Option, (b) the purchase price of the Shares and the means of payment for
the Shares, (c) the term of the Option, (d) terms and conditions on the vesting


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and/or exercisability of an Option, (e) restrictions on the transfer of the
Option and forfeiture provisions and (f) such further terms and conditions, in
each case not inconsistent with this Plan as may be determined from time to time
by the Committee.

      SECTION 6.12 No Option Repricing. Without the approval of stockholders,
the Company shall not reprice any Options, except for adjustments under Section
14.2 hereof as determined by the Committee. For purposes of this Plan, the terms
"reprice" and "repricing" shall have the meanings given them under the relevant
rules of the New York Stock Exchange.

                                   SECTION VII

                TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

      SECTION 7.1 Stock Appreciation Rights. Stock Appreciation Rights may be
granted to any Employee or Director of the Company or any Subsidiary or Parent
of the Company. Stock Appreciation Rights may be granted to Participants either
alone ("freestanding") or in addition to or in tandem with other Awards granted
under the Plan and may, but need not, relate to a specific Option granted under
Section 6.1 hereof. The provisions of Stock Appreciation Rights need not be the
same with respect to each grant or each recipient. Any Stock Appreciation Right
granted in tandem with an Option may be granted at the same time such Option is
granted or at any time thereafter before exercise or expiration of such Option.
All Stock Appreciation Rights under the Plan shall be granted subject to the
same terms and conditions applicable to Options as set forth in Article VI
hereof, including, without limitation, the terms and conditions set forth in
Sections 6.2, 6.3 and 6.4 hereof relating to option price, duration and exercise
conditions; provided, however, that Stock Appreciation Rights granted in tandem
with a previously granted Option shall have the terms and conditions of such
Option. Subject to the provisions of Article VI hereof, the Committee may impose
such other conditions or restrictions on any Stock Appreciation Right as it
shall deem appropriate. Stock Appreciation Rights may be settled in Shares or
cash as determined by the Committee.

                                  ARTICLE VIII

               TERMS AND CONDITIONS OF AWARDS OF RESTRICTED STOCK

      SECTION 8.1 General. Restricted Stock may be granted to any Employee or
Director of the Company or any Subsidiary or Parent of the Company. The
Committee may specify that the grant, vesting or retention of any or all
Restricted Stock is intended to satisfy the requirements for "performance-based
compensation" under Section 162(m) of the Code, provided that the performance
criteria for the grant, vesting or retention of any such Restricted Stock shall
be a measure based on one or more Qualifying Performance Criteria selected by
the Committee and specified at the time the Restricted Stock is granted. The
Committee shall certify the extent to which any Qualifying Performance Criteria
has been satisfied, and the amount payable as a result thereof, prior to payment
of any Restricted Stock that are intended to satisfy the requirements for
"performance-based compensation" under Section 162(m) of the Code.

SECTION 8.2     Restrictions.

      (a) Restriction Period and/or Vesting Conditions. With respect to each
grant of Restricted Stock under the Plan, the Committee shall determine:

            (i) the time period or periods, if any, including any conditions for
      determining such period or periods, during which the restrictions on such
      Restricted Stock shall apply (the "Restriction Period"); provided that in
      no event, other than as provided in Section 8.3 hereof, shall such
      restrictions terminate prior to three (3) years after the date of grant if
      the vesting of the Restricted Stock is based solely on continuous
      employment or service as a Director or the passage of time; provided
      further, that the restrictions on such Restricted Stock may lapse in
      monthly pro rata installments (i.e., 1/36 per month for 3 years), and/or


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            (ii) other terms or conditions, if any, including the attainment of
      performance goals (including the attainment of Qualifying Performance
      Criteria), to the right of the Participant to receive such Restricted
      Stock ("Vesting Conditions"); provided, however, that in no event, other
      than as provided in Section 8.3 hereof, shall the restrictions on such
      Restricted Stock terminate prior to one (1) year after the date of grant
      if the vesting of such Restricted Stock is subject to the attainment of
      Qualifying Performance Criteria (such one (1) year period to be deemed a
      Restriction Period).

      (b) Rights in Restricted Stock. At the time of grant of Restricted Stock
to a Participant, an electronic account representing the number of Shares
granted shall be registered in the Participant's name but shall be held by the
Company for his or her account. The Participant shall have the entire beneficial
ownership interest in, and all rights and privileges of a stockholder as to,
such Restricted Stock, including the right to vote such Restricted Stock and,
unless the Committee shall determine otherwise, the right to receive dividends
thereon payable in shares of Restricted Stock subject to the same restrictions
as the Restricted Stock with respect to which it is paid, subject to the
following restrictions, except as provided by this Section 8.2 and Section 8.3
hereof: (i) the Participant shall not be entitled to delivery of the Shares
until the expiration of the Restriction Period, if any, and/or the satisfaction
of any Vesting Conditions; (ii) none of the Restricted Stock may be sold,
transferred, assigned, pledged, or otherwise encumbered or disposed of during
the Restriction Period, if any, and/or prior to the satisfaction of any Vesting
Conditions; and (iii) all of the Restricted Stock shall be forfeited and all
rights of the Participant to such Restricted Stock shall terminate without
further obligation on the part of the Company unless the Participant continues
to be an Employee or Director of the Company or any Subsidiary or Parent of the
Company for the entire Restriction Period, if any, and any applicable Vesting
Conditions have been satisfied. Any Shares or other securities or property
received as a result of a transaction listed in Section 14.2 hereof shall be
subject to the same restrictions as such Restricted Stock unless the Committee
shall determine otherwise.

      SECTION 8.3 Termination of Relationship. Unless the Committee shall
determine otherwise, at such time as a Participant ceases to be an Employee or
Director of the Company or any Subsidiary or Parent of the Company, Restricted
Stock held by such Participant shall be treated as provided below:

            (a) Retirement. If (i) a Participant ceases to be an Employee or
      Director of the Company or any Subsidiary or Parent of the Company prior
      to the end of any Restriction Period by reason of retirement provided that
      the Participant has attained age 65 and the sum of the Participant's age
      and years of service with the Company is 75 or higher, and (ii) all
      Vesting Conditions, if any, have been satisfied, the remaining
      restrictions with respect to such Participant's Restricted Stock,
      including with respect to any remaining Restriction Period, shall lapse.
      The Shares shall be delivered to the Participant in accordance with the
      provisions of Section 8.4 hereof.

            (b) Death or Disability. If (i) a Participant ceases to be an
      Employee or Director of the Company or any Subsidiary or Parent of the
      Company prior to the end of any Restriction Period by reason of death or
      disability under the provisions of an applicable long-term disability
      plan, and (ii) all Vesting Conditions, if any, have been satisfied, the
      remaining restrictions with respect to such Participant's Restricted
      Stock, including with respect to any remaining Restriction Period, shall
      lapse. The Shares shall be delivered to the Participant's Beneficiary in
      accordance with the provisions of Section 8.4 hereof.

            (c) Change in Control. Notwithstanding anything to the contrary in
      this Section 8.3, unless the Committee shall expressly provide otherwise
      in the document(s) evidencing Restricted Stock at the time of grant, in
      the event a Participant ceases to be an Employee or Director of the
      Company or any Subsidiary or Parent of the Company because such
      Participant's relationship is involuntarily terminated by the Company or
      any Subsidiary or Parent of the Company or any purchaser, successor or
      assign (other than a termination as a result of death or disability or for
      Cause as described in subsections (a) and (b) above) within one (1) year
      following a Change in Control, the remaining restrictions with respect to
      Restricted Stock, including with respect to any remaining Restriction
      Period or Vesting Conditions, shall lapse, and the Committee may, in its
      sole discretion, elect to satisfy its obligations either in cash, in
      Shares, in shares of equity securities of the entity (or its parent)
      resulting from such Change in Control or in any combination of the
      foregoing.


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2004 Annual Meeting Approved Stock Plan


            (d) All Other Terminations. If a Participant ceases to be an
      Employee or Director of the Company or any Subsidiary or Parent of the
      Company prior to the end of a Restriction Period for any reason other than
      death, disability, retirement or involuntary termination within one year
      after a Change in Control as provided in subsections (a), (b) or (c)
      above, the Participant shall immediately forfeit all Restricted Stock then
      subject to any restrictions, including with respect to any Restriction
      Period or Vesting Conditions, except that the Committee may, if it finds
      that the circumstances in the particular case so warrant, allow a
      Participant to retain any or all of the Restricted Stock then subject to
      the restrictions of Section 8.2 hereof and all restrictions applicable to
      such Restricted Stock shall lapse. The Shares shall be delivered to the
      Participant in accordance with the provisions of Section 8.4 hereof.

      SECTION 8.4 Payment of Restricted Stock. At the end of the Restriction
Period, if any, and after all Vesting Conditions, if any, have been satisfied,
or at such earlier time as provided for in Section 8.3 hereof, all restrictions
applicable to the Restricted Stock shall lapse, and the Shares equal to the
number of Restricted Stock, free of all restrictions, shall be delivered to the
Participant or his or her Beneficiary, as the case may be.

                                   ARTICLE IX

                                   STOCK UNITS

      SECTION 9.1 Stock Units. The Committee may also grant Awards of Stock
Units under the Plan to any Employee or Director of the Company or any
Subsidiary or Parent of the Company. The Committee may specify that the grant,
vesting or retention of any or all Stock Units is intended to satisfy the
requirements for "performance-based compensation" under Section 162(m) of the
Code, provided that the performance criteria for the grant, vesting or retention
of any such Stock Units shall be a measure based on one or more Qualifying
Performance Criteria selected by the Committee and specified at the time the
Stock Units are granted. The Committee shall certify the extent to which any
Qualifying Performance Criteria has been satisfied, and the amount payable as a
result thereof, prior to payment of any Stock Units that are intended to satisfy
the requirements for "performance-based compensation" under Section 162(m) of
the Code. Awards of Stock Units shall be payable in Shares or cash as determined
by the Committee. The Committee may permit a Participant to elect to defer
receipt of payment of all or part of any Award of Stock Units pursuant to rules
and regulations adopted by the Committee. Unless the Committee provides
otherwise at the time an Award of Stock Units to a Participant is made, all
Stock Units granted under the Plan shall be subject to vesting periods and/or
periods of restriction which are not less stringent than those specified in
Section 8.2 hereof with respect to awards of Restricted Stock.

                                    ARTICLE X

                    TERMS AND CONDITIONS OF INCENTIVE BONUSES

      SECTION 10.1 Incentive Bonuses. Each Incentive Bonus Award will confer
upon the Participant the opportunity to earn a future payment tied to the level
of achievement with respect to one or more performance criteria established for
a performance period established by the Committee.

      SECTION 10.2 Incentive Bonus Document. Each Incentive Bonus Document shall
contain provisions regarding (a) the target and maximum amount payable to the
Participant as an Incentive Bonus, (b) the performance criteria and level of
achievement versus these criteria that shall determine the amount of such
payment, (c) the term of the performance period as to which performance shall be
measured for determining the amount of any payment, (d) the timing of any
payment earned by virtue of performance, (e) restrictions on the alienation or
transfer of the Incentive Bonus prior to actual payment, (f) forfeiture
provisions and (g) such further terms and conditions, in each case not
inconsistent with this Plan, as may be determined from time to time by the
Committee.

      SECTION 10.3 Performance Criteria. The Committee shall establish the
performance criteria and level of achievement with respect to such criteria that
shall determine the target and maximum amount payable under an Incentive Bonus
Award, which criteria may be based on Company performance with respect


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2004 Annual Meeting Approved Stock Plan

to financial-related or other goals and/or personal achievement of individual
performance goals. The maximum amount payable as an Incentive Bonus may be a
multiple of the target amount payable. The maximum amount payable as an
Incentive Bonus under this Plan during any calendar year to any one Participant
shall not exceed $4,000,000 unless such Incentive Bonus is not intended to be
treated as "performance-based compensation" under Section 162(m) of the Code or
such limitation is no longer required under Section 162(m) of the Code. The
Committee may specify the percentage of the target Incentive Bonus that is
intended to satisfy the requirements for "performance-based compensation" under
Section 162(m) of the Code, provided that the performance criteria for any
portion of an Incentive Bonus that is intended by the Committee to satisfy the
requirements for "performance-based compensation" under Section 162(m) of the
Code shall be a measure based on one or more Qualifying Performance Criteria
selected by the Committee and specified at the time the Incentive Bonus Award is
granted. The Committee shall certify the extent to which any Qualifying
Performance Criteria has been satisfied, and the amount payable as a result
thereof, prior to payment of any Incentive Bonus that is intended to satisfy the
requirements for "performance-based compensation" under Section 162(m) of the
Code.

      SECTION 10.4 Timing and Form of Payment. The Committee shall determine the
timing of payment of any Incentive Bonus. The Committee may provide for or,
subject to such terms and conditions as the Committee may specify, may permit a
Participant to elect for the payment of any Incentive Bonus to be deferred to a
specified date or event. An Incentive Bonus may be payable in Shares or in cash.
Any Incentive Bonus that is paid in cash shall not affect the number of Shares
otherwise available for issuance under this Plan.

      SECTION 10.5 Discretionary Adjustments. Notwithstanding satisfaction of
any performance goals, the amount paid under an Incentive Bonus Award on account
of either financial performance or personal performance evaluations may be
reduced by the Committee on the basis of such further considerations as the
Committee shall determine.

                                   ARTICLE XI

                             OTHER STOCK UNIT AWARD

      SECTION 11.1 Other Stock Unit Award. Subject to the terms and provisions
of this Plan and applicable law, the Committee, at any time and from time to
time, may issue to Participants, either alone or in addition to other Awards
made under this Plan, Other Stock Unit Awards that may be in the form of Shares
or other securities. The value of each such Award shall be based, in whole or in
part, on the value of the underlying Shares or other securities. The Committee,
in its sole and complete discretion, may determine that an Award, either in the
form of an Other Stock Unit Award under this Section 11.1 or as an Award
otherwise granted pursuant to this Plan, may provide to the Participant (a)
dividends or dividend equivalents (payable on a current or deferred basis) and
(b) cash payments in lieu of or in addition to an Award. Subject to the
provisions of this Plan, the Committee in its sole and complete discretion shall
determine the terms, restrictions, conditions, vesting requirements, and payment
rules (all of which are sometimes hereinafter collectively referred to as "Other
Stock Unit Award Rules") of the Award. The Award for any such Other Stock Unit
Award shall specify the Other Stock Unit Award Rules of each Award as determined
by the Committee. However, each Other Stock Unit Award need not be subject to
identical Other Stock Unit Award Rules.

      SECTION 11.2 Other Stock Unit Award Rules. The Committee, in its sole and
complete discretion, may grant an Other Stock Unit Award subject to the
following Other Stock Unit Award Rules:

            (a) All rights with respect to such Other Stock Unit Awards granted
      to a Participant shall be exercisable during his or her lifetime only by
      such Participant or his or her guardian or legal representative.

            (b) Other Stock Unit Awards may require the payment of cash
      consideration by the Participant upon receipt of the Award or provide that
      the Award, and any Shares or other securities issued in conjunction with
      the Award, be delivered without the payment of cash consideration.


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2004 Annual Meeting Approved Stock Plan


            (c) The Committee, in its sole and complete discretion, may
      establish certain Qualifying Performance Criteria that may relate in whole
      or in part to receipt of the Other Stock Unit Awards.

            (d) Other Stock Unit Awards may be subject to a deferred payment
      schedule. Furthermore, all Other Stock Unit Awards granted under the Plan
      shall be subject to vesting periods and/or periods of restriction which
      are not less stringent than those specified in Section 8.2 hereof with
      respect to awards of Restricted Stock.

            (e) The Committee, in its sole and complete discretion, as a result
      of certain circumstances, including, without limitation, the assumption
      of, or substitution of stock unit awards of a company with which the
      Company participates in an acquisition, separation, or similar corporate
      transaction, may waive or otherwise remove, in whole or in part, any
      restriction or condition imposed on an Other Stock Unit Award at the time
      of grant.

                                   ARTICLE XII

                       DIVIDENDS AND DIVIDEND EQUIVALENTS

      SECTION 12.1 Dividends and Dividend Equivalents. Any Award may provide the
Participant with the right to receive dividend payments or dividend equivalent
payments on the Shares subject to the Award, whether or not such Award has been
exercised or is vested. Such payments may be made in cash or may be credited as
cash or Stock Units to a Participant's account and later settled in cash or
Shares or a combination thereof, as determined by the Committee. Such payments
and credits may be subject to such conditions and contingencies as the Committee
may establish.

                                  ARTICLE XIII

                        REGULATORY APPROVALS AND LISTING

      SECTION 13.1 Regulatory Approvals and Listing. The Company shall not be
required to issue to a Participant or a Beneficiary, as the case may be, any
certificate for any Shares upon exercise of an Option or Stock Appreciation
Right or for any Restricted Stock granted under this Plan or to make any payment
with respect to any Incentive Bonus, Stock Unit or Other Stock Unit Award
granted under this Plan prior to (a) the obtaining of any approval from any
governmental agency which the Company, in its sole discretion, shall determine
to be necessary or advisable, (b) the admission of such Shares to listing on any
stock exchange on which the Common Stock may then be listed, and (c) the
completion of any registration or other qualification of such Shares under any
state or federal law or rulings or regulations of any governmental body which
the Company, in its sole discretion, shall determine to be necessary or
advisable.

                                   ARTICLE XIV

                          CHANGES IN CAPITAL STRUCTURE

      SECTION 14.1 Corporate Actions Unimpaired. The existence of outstanding
Awards (including any Options) shall not affect in any way the right or power of
the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations, exchanges, or other changes in the Company's
capital structure or its business, or any merger or consolidation of the
Company, or any issuance of Shares or other securities or subscription rights
thereto, or any issuance of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Shares or other securities of the Company or the
rights thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise. Further, except
as expressly provided herein or by the Committee, (a) the issuance by the
Company of shares of stock or any class of securities convertible into shares of
stock of any class, for cash, property, labor or services, upon direct sale,
upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, (b) the payment of a dividend in property other


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2004 Annual Meeting Approved Stock Plan

than Shares, or (c) the occurrence of any similar transaction, and in any case
whether or not for fair value, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number of Shares subject to Options
or other Awards theretofore granted or the purchase price per Share, unless the
Committee shall determine, in its sole discretion, that an adjustment is
necessary to provide equitable treatment to a Participant.

      SECTION 14.2 Adjustments Upon Certain Events. If the outstanding Shares or
other securities of the Company, or both, for which the Award is then
exercisable or as to which the Award is to be settled shall at any time be
changed or exchanged by declaration of a stock dividend, stock split,
combination of shares, extraordinary dividend of cash and/or assets,
recapitalization, or reorganization, the Committee shall appropriately and
equitably adjust the number and kind of Shares or other securities which are
subject to this Plan or subject to any Awards theretofore granted, and the
exercise or settlement prices of such Awards, so as to maintain the
proportionate number of Shares or other securities without changing the
aggregate exercise or settlement price.

                                   ARTICLE XV

                         QUALIFYING PERFORMANCE CRITERIA

      SECTION 15.1 Qualifying Performance Criteria. For purposes of this Plan,
the term "Qualifying Performance Criteria" shall mean any one or more of the
following performance criteria, either individually, alternatively or in any
combination, applied to either the Company as a whole or to a business unit or
Subsidiary or Parent, either individually, alternatively or in any combination,
and measured either annually or cumulatively over a period of years, on an
absolute basis or relative to a pre-established target, to previous years'
results or to a designated comparison group, in each case as specified by the
Committee in the Award: (a) cash flow (before or after dividends), (b) earnings
per share, (c) earnings calculated before interest, taxes, depreciation and
amortization (including on a per share basis), (d) stock price, (e) return on
equity, (f) total stockholder return, (g) return on capital (including return on
total capital or return on invested capital), (h) return on assets or net
assets, (i) market capitalization, (j) total enterprise value (market
capitalization plus debt), (k) economic value added, (l) debt leverage (debt to
capital), (m) revenue, (n) income or net income, (o) operating income, (p)
operating profit or net operating profit, (q) operating margin or profit margin,
(r) return on operating revenue, (s) cash from operations, (t) operating ratio,
(u) operating revenue, (v) market share, (w) same or comparable store sales, (x)
adjusted free cash flow, (y) inventory turnover, (z) achievement of reasonably
specific transactional accomplishments (e.g., mergers, acquisitions, business
combinations and the like), and (aa) achievement of individual performance goals
that are based upon the Company's achievement of (i) pre-established targets or
(ii) a level of performance relative to one or more of the Company's
competitors, in each case with respect to one or more of the performance
criteria set forth in (a) through (z) above. To the extent consistent with
Section 162(m) of the Code, the Committee may appropriately adjust any
evaluation of performance under a Qualifying Performance Criteria to exclude any
of the following events that occurs during a performance period: (A) asset
write-downs, (B) litigation, claims, judgments or settlements, (C) the effect of
changes in tax law, accounting principles or other such laws or provisions
affecting reported results, (D) accruals for reorganization and restructuring
programs, (E) vesting of retirement agreements or supplemental retirement
agreements, (F) closed store charges, (G) financing costs and expenses related
to corporate refinancings, and (H) any extraordinary, unusual, non-recurring or
non-comparable items (1) as described in Accounting Principles Board Opinion No.
30, (2) as described in management's discussion and analysis of financial
condition and results of operations appearing in the Company's Annual Report to
stockholders for the applicable year,or (3) publicly announced by the Company in
a press release or conference call relating to the Company's results of
operations or financial condition for a completed quarterly or annual fiscal
period.


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2004 Annual Meeting Approved Stock Plan


                                   ARTICLE XVI

                                      TAXES

      SECTION 16.1 Withholding Requirements. The Committee may make such
provisions or impose such conditions as it may deem appropriate for the
withholding or payment by a Participant or Beneficiary of any taxes that the
Committee determines are required in connection with the grant, vesting,
exercise, payment or settlement of any Award under this Plan, and a
Participant's or Beneficiary's rights in any Award and in any Shares or other
benefits thereunder shall be subject to satisfaction of such conditions.

      SECTION 16.2 Payment of Withholding Taxes. Notwithstanding the terms of
Section 16.1 hereof, the Committee may provide in the agreement or other
document evidencing an Award or otherwise that all or any portion of the taxes
required to be withheld or, if and to the extent permitted by the Committee,
desired to be paid by the Participant, in connection with the exercise, vesting,
settlement or transfer of any Award may be paid by withholding Shares otherwise
issuable or subject to such Award, or by the Participant's delivering previously
acquired Shares (either actually or constructively by attestation), in each case
having a Market Value equal to the amount required or elected to be withheld or
paid, or by the Stock Administrator paying such amount pursuant to an
irrevocable commitment by the Stock Administrator to deliver to the Company
proceeds from the sale of the Shares issuable under the Award. Any such election
is subject to such conditions or procedures as may be established by the
Committee and may be subject to approval by the Committee.

                                  ARTICLE XVII

                                 TRANSFERABILITY

      SECTION 17.1 Transferability. Unless the agreement or other document
evidencing an Award (or an amendment thereto authorized by the Committee)
expressly states that the Award is transferable as provided hereunder, no Award
granted under this Plan, nor any interest in such Award, may be sold, assigned,
conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner
prior to the vesting or lapse of any and all restrictions applicable thereto,
other than (a) by will or the laws of descent and distribution or (b) during the
lifetime of the Participant, by gift or pursuant to a domestic relations order
to members of the Participant's Immediate Family to the extent and in the manner
determined by the Committee and subject to the prior written consent of the
Committee; provided, however, in no event may a Participant transfer an
Incentive Stock Option other than by will or the laws of descent and
distribution. Further, any Shares deferred under Section 6.10 hereof, Stock
Units deferred under Section 9.1 hereof, or Incentive Bonuses deferred under
Section 10.4 hereof shall not be sold, assigned, conveyed, gifted, pledged,
hypothecated or otherwise transferred in any manner. Any Award transferred in
accordance with this Plan, will be subject to all of the same terms and
conditions as provided in the Plan or other document evidencing such Award. No
transfer of any Award will be effective until the Committee consents to the
transfer in writing.

                                  ARTICLE XVIII

                                TERM OF THIS PLAN

      SECTION 18.1 Term of This Plan. No Awards shall be granted pursuant to the
Plan after the tenth anniversary of the Effective Date, but any Award
theretofore granted may extend beyond that date and the terms and conditions of
this Plan shall continue to apply thereto.

                                   ARTICLE XIX

                      TERMINATION OR AMENDMENT OF THIS PLAN

      SECTION 19.1 Termination or Amendment. The Board may amend, alter or
discontinue the Plan and the Board or the Committee may to the extent permitted
by the Plan amend any agreement or other document evidencing an Award made under
this Plan but, except as provided pursuant to the anti-dilution adjustment


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2004 Annual Meeting Approved Stock Plan

provisions of Section 14.2 hereof, no such amendment shall, without the approval
of the stockholders of the Company:

            (a) increase the maximum number of Shares for which Awards may be
      granted under this Plan;

            (b) reduce the price at which Options may be granted below the price
      provided for in Section 6.2 hereof;

            (c) reduce the option price of outstanding Options;

            (d) extend the term of this Plan;

            (e) change the class of persons eligible to be Participants; or

            (f) increase the individual maximum limits in Sections 5.2 and 10.3
      hereof.

      The Board may amend, alter or discontinue the Plan and the Board or the
Committee may to the extent permitted by the Plan amend any agreement evidencing
an Award made under this Plan, but no amendment or alteration shall be made
which would impair the rights of any Participant, without such Participant's
consent, under any Award theretofore granted, provided that no such consent
shall be required if the Committee determines in its sole discretion and prior
to the date of any Change in Control that such amendment or alteration either
(i) is required or advisable in order for the Company, the Plan or the Award to
satisfy any law or regulation or to meet the requirements of any accounting
standard, or (ii) is not reasonably likely to significantly diminish the
benefits provided under such Award, or that any such diminishment has been
adequately compensated.

                                   ARTICLE XX

                                LEAVE OF ABSENCE

      SECTION 20.1 Leave of Absence. Unless the Committee shall determine
otherwise, a leave of absence other than an Approved Leave of Absence shall be
deemed a termination of employment for purposes of this Plan. An Approved Leave
of Absence shall not be deemed a termination of employment for purposes of this
Plan, but the period of such Approved Leave of Absence shall not be counted
toward satisfaction of any Restriction Period or any holding period described in
Section 6.4 hereof.

                                   ARTICLE XXI

                               GENERAL PROVISIONS

      SECTION 21.1 Employment At Will. Neither the Plan nor the grant of any
Award nor any action by the Company or any Subsidiary or Parent of the Company
or the Committee shall be held or construed to confer upon any person any right
to be continued in the employ of the Company or any Subsidiary or Parent of the
Company. The Company and each Subsidiary and Parent expressly reserve the right
to discharge, without liability but subject to his or her rights under this
Plan, any Participant whenever in the sole discretion of the Company or any
Subsidiary or Parent of the Company, as the case may be, its interest may so
require.

      SECTION 21.2 Governing Law. This Plan and any agreements or other
documents hereunder shall be interpreted and construed in accordance with the
laws of the State of Delaware and applicable federal law. The Committee may
provide that any dispute as to any Award shall be presented and determined in
such forum as the Committee may specify, including through binding arbitration.
Any reference in this Plan or in the agreement or other document evidencing any
Award to a provision of law or to a rule or regulation shall be deemed to
include any successor law, rule or regulation of similar effect or
applicability.

      SECTION 21.3 Resale or Transfer of Shares. The Committee may impose such
restrictions, conditions or limitations as it determines appropriate as to the
timing and manner of any resales by the Participant or other subsequent
transfers by the Participant of any Shares received in connection with an Award,
including without limitation (a) restrictions under an insider trading policy,
(b) restrictions designed to delay and/or


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2004 Annual Meeting Approved Stock Plan

coordinate the timing and manner of sales by the Participant and other
participants and (c) restrictions as to the use of a specified brokerage firm
for such resales or other transfers.

                                  ARTICLE XXII

                             NON-EXCLUSIVITY OF PLAN

      SECTION 22.1 Non-Exclusivity of Plan. Neither the adoption of this Plan by
the Board nor the submission of this Plan to the stockholders of the Company for
approval shall be construed as creating any limitations on the power of the
Board or the Committee to adopt such other incentive arrangements as either may
deem desirable, including without limitation, the granting of stock options,
stock appreciation rights, restricted stock, stock units or incentive bonuses
otherwise than under this Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.

                                  ARTICLE XXIII

                   COMPLIANCE WITH OTHER LAWS AND REGULATIONS

      SECTION 23.1 Compliance with Other Laws and Regulations. This Plan, the
grant and exercise of Awards thereunder, and the obligation of the Company to
sell, issue or deliver Shares under such Awards, shall be subject to all
applicable federal, state and local laws, rules and regulations and to such
approvals by any governmental or regulatory agency as may be required. The
Company shall not be required to register in a Participant's name or deliver any
Shares prior to the completion of any registration or qualification of such
Shares under any federal, state or local law or any ruling or regulation of any
government body which the Committee shall determine to be necessary or
advisable. This Plan is intended to constitute an unfunded arrangement for a
select group of management and other key employees. No Option shall be
exercisable unless a registration statement with respect to the Option is
effective or the Company has determined that such registration is unnecessary.
Unless the Awards and Shares covered by this Plan have been registered under the
Securities Act of 1933, as amended, or the Company has determined that such
registration is unnecessary, each person receiving an Award and/or Shares
pursuant to any Award may be required by the Company to give a representation in
writing that such person is acquiring such Shares for his or her own account for
investment and not with a view to, or for sale in connection with, the
distribution of any part thereof.

                                  ARTICLE XXIV

                            LIABILITY OF THE COMPANY

      SECTION 24.1 Liability of the Company. The Company and any Affiliate which
is in existence or hereafter comes into existence shall not be liable to a
Participant or other persons as to: (a) the non-issuance or sale of Shares as to
which the Company has been unable to obtain from any regulatory body having
jurisdiction the authority deemed by the Company's counsel to be necessary to
the lawful issuance and sale of any Shares hereunder; and (b) any tax
consequence expected, but not realized, by any Participant or other person due
to the receipt, exercise or settlement of any Option or other Award granted
hereunder.

                                   ARTICLE XXV

                                 EFFECTIVE DATE

      SECTION 25.1 Effective Date. The Plan shall become effective upon approval
of the stockholders of the Company.


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