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                                                                     Exhibit 4.1
                           RANGE RESOURCES CORPORATION

                            1999 STOCK INCENTIVE PLAN

                                   I. PURPOSE

         The purpose of the RANGE RESOURCES CORPORATION 1999 STOCK INCENTIVE
PLAN (the "PLAN") is to provide a means through which RANGE RESOURCES
CORPORATION, a Delaware corporation (the "COMPANY"), and its affiliates may
attract able persons to serve as directors or to enter the employ of the Company
and its affiliates and to provide a means whereby those individuals upon whom
the responsibilities of the successful administration and management of the
Company rest, and whose present and potential contributions to the welfare of
the Company and its affiliates are of importance, can acquire and maintain stock
ownership, thereby strengthening their concern for the welfare of the Company
and its affiliates. A further purpose of the Plan is to provide such individuals
with additional incentive and reward opportunities designed to enhance the
profitable growth of the Company and its affiliates. Accordingly, the Plan
provides for granting Incentive Stock Options (subject to the provisions of
Paragraph VII(c)), options which do not constitute Incentive Stock Options,
Stock Appreciation Rights or any combination of the foregoing, as is best suited
to the circumstances of the particular employee, consultant or director as
provided herein.

                                 II. DEFINITIONS

         The following definitions shall be applicable throughout the Plan
unless specifically modified by any paragraph:

(a)      "AFFILIATE" means any corporation, partnership, limited liability
         company or partnership, association, trust or other organization in
         which the Company owns, directly or indirectly, a 50% or more
         beneficial ownership interest.

(b)      "AWARD" means, individually or collectively, any Option or Stock
         Appreciation Right.

(c)      "AWARD AGREEMENT" means any Option Agreement or Stock Appreciation
         Rights Agreement.

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

(e)      "CHANGE OF CONTROL" means the occurrence of any of the following
         events: (i) the Company shall not be the surviving entity in any
         merger, consolidation or other reorganization (or survives only as a
         subsidiary of an entity other than a previously wholly-owned subsidiary
         of the Company), (ii) the Company sells, leases or exchanges all or
         substantially all of its assets to any other person or entity (other
         than a wholly-owned subsidiary of the Company), (iii) the Company is to
         be dissolved and liquidated, (iv) any person or entity, including a
         "GROUP" as contemplated by Section 13(d)(3) of the 1934 Act, acquires
         or gains ownership or control (including, without limitation, power to
         vote) of more than 50% of the outstanding shares of the Company's
         voting stock (based upon voting power), or (v) as a result of or in
         connection with a contested election of directors, the persons who were
         directors of the Company before such election shall cease to constitute
         a majority of the Board.

(f)      "CHANGE OF CONTROL VALUE" shall mean (i) the per share price offered to
         stockholders of the Company in any merger, consolidation,
         reorganization, sale of assets or dissolution transaction, (ii) the
         price per share offered to stockholders of the Company in any tender
         offer or exchange offer whereby a Change of Control takes place, or
         (iii) if the Change of Control occurs other than pursuant to a tender
         or exchange offer, the Fair Market Value per share of the shares into
         which Awards are exercisable, as determined by the Committee. In the
         event that the consideration offered to stockholders of the Company in
         a Change of Control consists of anything other than cash, the Committee
         shall determine the fair cash equivalent of the portion of the
         consideration offered which is other than cash.

(g)      "CODE" means the Internal Revenue Code of 1986, as amended. Reference
         in the Plan to any section of the

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(h)      Code shall be deemed to include any amendments or successor provisions
         to such section and any regulations under such section.

(i)      "COMMITTEE" means the Compensation Committee of the Board which shall
         be (i) constituted so as to permit the Plan to comply with Rule 16b-3
         and (ii) comprised solely of two or more "outside directors," within
         the meaning of section 162(m) of the Code and applicable interpretive
         authority thereunder.

(j)      "COMPANY" means Range Resources Corporation, a Delaware corporation.

(i)      "CONSULTANT" means any person who is not an employee and who is
         providing advisory or consulting services to the Company or any
         Affiliate.

(j)      "DIRECTOR" means an individual elected to the Board by the stockholders
         of the Company or by the Board under applicable corporate law who is
         serving on the Board on the date the Plan is adopted by the Board or is
         elected to the Board after such date.

(k)      An "EMPLOYEE" means any person (including an officer or a Director) in
         an employment relationship with the Company or any Affiliate.

(l)      "FAIR MARKET VALUE" means, as of any specified date, the mean of the
         high and low sales prices of the Stock reported on the New York Stock
         Exchange Composite Tape on that date, or if no prices are reported on
         that date, on the last preceding date on which such prices of the Stock
         are so reported. In the event Stock is not publicly traded at the time
         a determination of its value is required to be made hereunder, the
         determination of its fair market value shall be made by the Committee
         in such manner as it deems appropriate.

(m)      "HOLDER" means an employee, Consultant or Director who has been granted
         an Award.

(n)      "INCENTIVE STOCK OPTION" means an incentive stock option within the
         meaning of section 422 of the Code.

(o)      "1934 ACT" means the Securities Exchange Act of 1934, as amended.

(p)      "OPTION" means an Award granted under Paragraph VII of the Plan and
         includes both Incentive Stock Options to purchase Stock and Options
         that do not constitute Incentive Stock Options to purchase Stock.

(q)      "OPTION AGREEMENT" means a written agreement between the Company and a
         Holder with respect to an Option.

(r)      "PLAN" means the Range Resources Corporation 1999 Stock Incentive Plan,
         as amended from time to time.

(s)      "RULE 16b-3" means SEC Rule 16b-3 promulgated under the 1934 Act, as
         such may be amended from time to time, and any successor rule,
         regulation or statute fulfilling the same or a similar function.

(t)      "SPREAD" means, in the case of a Stock Appreciation Right, an amount
         equal to the excess, if any, of the Fair Market Value of a share of
         Stock on the date such right is exercised over the exercise price of
         such Stock Appreciation Right.

(u)      "STOCK" means the common stock, par value $0.01 per share, of the
         Company.

(v)      "STOCK APPRECIATION RIGHT" means an Award granted under Paragraph VIII
         of the Plan.

(w)      "STOCK APPRECIATION RIGHTS AGREEMENT" means a written agreement between
         the Company and a Holder with respect to a Stock Appreciation Right.

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                  III. EFFECTIVE DATE AND DURATION OF THE PLAN

         The Plan shall be effective upon the date of its adoption by the Board,
provided the Plan is approved by the stockholders of the Company within twelve
months thereafter. Notwithstanding any provision in the Plan or in any Award
Agreement, no Option or Stock Appreciation Right granted on or after the
effective date of the Plan shall be exercisable prior to such shareholder
approval. No further Awards may be granted under the Plan after the expiration
of ten years from the date of its adoption by the Board. The Plan shall remain
in effect until all Awards granted under the Plan have been satisfied or
expired.

                               IV. ADMINISTRATION

(a)      COMMITTEE. The Plan shall be administered by the Committee.

(b)      POWERS. Subject to the express provisions of the Plan, the Committee
         shall have sole authority, in its discretion, to determine which
         employees, Consultants or Directors shall receive an Award, the time or
         times when such Award shall be made, the type of Award, and the number
         of shares of Stock which may be issued under each Option or Stock
         Appreciation Right. In making such determinations the Committee may
         take into account the nature of the services rendered by the respective
         employees, Consultants or Directors, their present and potential
         contribution to the success of the Company and its Affiliates and such
         other factors as the Committee in its discretion shall deem relevant.

(c)      ADDITIONAL POWERS. The Committee shall have such additional powers as
         are delegated to it by the other provisions of the Plan. Subject to the
         express provisions of the Plan, the Committee is authorized to construe
         the Plan and the respective Award Agreements executed thereunder, to
         prescribe such rules and regulations relating to the Plan as it may
         deem advisable to carry out the Plan, and to determine the terms,
         restrictions and provisions of each Award, including such terms,
         restrictions and provisions as shall be requisite in the judgment of
         the Committee to cause designated Options to qualify as Incentive Stock
         Options, and to make all other determinations necessary or advisable
         for administering the Plan. The Committee may correct any defect or
         supply any omission or reconcile any inconsistency in the Plan or in
         any Award Agreement in the manner and to the extent it shall deem
         expedient to carry it into effect. The determinations of the Committee
         on the matters referred to in this Paragraph IV shall be conclusive.

                               V. GRANT OF AWARDS;
                           SHARES SUBJECT TO THE PLAN

(a)            STOCK GRANT AND AWARD LIMITS. The Committee may from time to time
         grant Awards to one or more employees, Consultants or Directors
         determined by it to be eligible for participation in the Plan in
         accordance with the provisions of Paragraph VI. Subject to adjustment
         in the same manner as provided in Paragraph IX with respect to shares
         of Stock subject to Awards then outstanding, the aggregate number of
         shares of Stock that may be issued under the Plan shall not exceed
         1,400,000 shares. Shares shall be deemed to have been issued under the
         Plan only (i) to the extent actually issued and delivered pursuant to
         an Award, or (ii) to the extent an Award is settled in cash. To the
         extent that an Award lapses or the rights of its Holder terminate, any
         shares of Stock subject to such Award shall again be available for the
         grant of an Award. Notwithstanding any provision in the Plan to the
         contrary, the maximum number of shares of Stock that may be subject to
         Awards granted to any one individual during any calendar year may not
         exceed 250,000 shares of Stock (subject to adjustment in the same
         manner as provided in Paragraph IX with respect to shares of Stock
         subject to Awards then outstanding). The limitation set forth in the
         preceding sentence shall be applied in a manner which will permit
         compensation generated under the Plan to constitute "performance-based"
         compensation for purposes of section 162(m) of the Code, including,
         without limitation, counting against such maximum number of shares, to
         the extent required under section 162(m) of the Code and applicable
         interpretive authority thereunder, any shares subject to Awards that
         are canceled or repriced.

(b)            STOCK OFFERED. The Stock to be offered pursuant to the grant of
         an Award may, at the discretion of the Committee, be authorized but
         unissued Stock or Stock previously issued and outstanding and
         reacquired by the Company.

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                                 VI. ELIGIBILITY

         Awards may be granted only to persons who, at the time of grant, are
employees (including officers and Directors who are also employees) Consultants
or Directors. An Award may be granted on more than one occasion to the same
person, and, subject to the limitations set forth in the Plan, such Award may
include an Incentive Stock Option or an Option that is not an Incentive Stock
Option, a Stock Appreciation Right or any combination thereof.


                               VII. STOCK OPTIONS

(a)            OPTION PERIOD. The term of each Option shall be as specified by
         the Committee at the date of grant.

(b)            LIMITATIONS ON EXERCISE OF OPTION. An Option shall be exercisable
         in whole or in such installments and at such times as determined by the
         Committee.

(c)            SPECIAL LIMITATIONS ON INCENTIVE STOCK OPTIONS. An Incentive
         Stock Option may be granted only to an individual who is an employee of
         the Company or any parent or subsidiary corporation (as defined in
         section 424 of the Code) at the time the Option is granted. To the
         extent that the aggregate Fair Market Value (determined at the time the
         respective Incentive Stock Option is granted) of Stock with respect to
         which Incentive Stock Options granted after 1986 are exercisable for
         the first time by an individual during any calendar year under all
         incentive stock option plans of the Company and its parent and
         subsidiary corporations exceeds $100,000, such Incentive Stock Options
         shall be treated as Options which do not constitute Incentive Stock
         Options. The Committee shall determine, in accordance with applicable
         provisions of the Code, Treasury Regulations and other administrative
         pronouncements, which of a Holder's Incentive Stock Options will not
         constitute Incentive Stock Options because of such limitation and shall
         notify the Holder of such determination as soon as practicable after
         such determination. No Incentive Stock Option shall be granted to an
         individual if, at the time the Option is granted, such individual owns
         stock possessing more than 10% of the total combined voting power of
         all classes of stock of the Company or of its parent or subsidiary
         corporation, within the meaning of section 422(b)(6) of the Code,
         unless (i) at the time such Option is granted the option price is at
         least 110% of the Fair Market Value of the Stock subject to the Option
         and (ii) such Option by its terms is not exercisable after the
         expiration of five years from the date of grant. An Incentive Stock
         Option shall not be transferable otherwise than by will or the laws of
         descent and distribution, and shall be exercisable during the Holder's
         lifetime only by such Holder or the Holder's guardian or legal
         representative. Notwithstanding any provision in the Plan or in any
         Option Agreement, (1) no Incentive Stock Option shall be granted after
         the expiration of 12 months from the date of the adoption of the Plan
         by the Board unless the Plan has been approved by the stockholders of
         the Company within such 12-month period in a manner that satisfies the
         requirements of section 422 of the Code and (2) any Option granted
         prior to the expiration of such 12-month period that was intended to
         constitute an Incentive Stock Option shall constitute an Option that is
         not an Incentive Stock Option if the Plan has not been approved by the
         stockholders of the Company within such 12-month period in a manner
         that satisfies the requirements of section 422 of the Code.

(d)            OPTION AGREEMENT. Each Option shall be evidenced by an Option
         Agreement in such form and containing such provisions not inconsistent
         with the provisions of the Plan as the Committee from time to time
         shall approve, including, without limitation, provisions to qualify an
         Incentive Stock Option under section 422 of the Code. Each Option
         Agreement shall specify the effect of termination of employment or
         membership on the Board, as applicable, on the exercisability of the
         Option. An Option Agreement may provide for the payment of the option
         price, in whole or in part, (i) in cash or (ii) by the delivery of a
         number of shares of Stock (plus cash if necessary) having a Fair Market
         Value equal to such option price. Moreover, an Option Agreement may
         provide for a "cashless exercise" of the Option pursuant to procedures
         established by the Committee (as the same may be amended from time to
         time). Such Option Agreement may also include, without limitation,
         provisions relating to (1) subject to the provisions hereof
         accelerating such vesting on a Change of Control, vesting of Options,
         (2) tax matters (including provisions (A) permitting the delivery of
         additional shares of Stock or the withholding of shares of Stock from
         those acquired upon exercise to satisfy

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         federal, state or local income tax withholding requirements and (B)
         dealing with any other applicable employee wage withholding
         requirements), and (3) any other matters not inconsistent with the
         terms and provisions of this Plan that the Committee shall in its sole
         discretion determine. The terms and conditions of the respective Option
         Agreements need not be identical.

(e)            OPTION PRICE AND PAYMENT. The price at which a share of Stock may
         be purchased upon exercise of an Option shall be determined by the
         Committee, but, subject to adjustment as provided in Paragraph IX, such
         purchase price shall not be less than the Fair Market Value of a share
         of Stock on the date such Option is granted. The Option or portion
         thereof may be exercised by delivery of an irrevocable notice of
         exercise to the Company in a manner specified by the Committee. The
         purchase price of the Option or portion thereof shall be paid in full
         in the manner prescribed by the Committee. Separate stock certificates
         shall be issued by the Company for those shares acquired pursuant to
         the exercise of an Incentive Stock Option and for those shares acquired
         pursuant to the exercise of any Option that does not constitute an
         Incentive Stock Option.

(f)            SHAREHOLDER RIGHTS AND PRIVILEGES. The Holder shall be entitled
         to all the privileges and rights of a shareholder only with respect to
         such shares of Stock as have been purchased under the Option and for
         which certificates of stock have been registered in the Holder's name.

(g)            OPTIONS AND RIGHTS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY
         OTHER CORPORATIONS. Options and Stock Appreciation Rights may be
         granted under the Plan from time to time in substitution for stock
         options held by individuals employed by corporations who become
         employees as a result of a merger or consolidation of the employing
         corporation with the Company or any Affiliate, or the acquisition by
         the Company or an Affiliate of the assets of the employing corporation,
         or the acquisition by the Company or an Affiliate of stock of the
         employing corporation with the result that such employing corporation
         becomes an Affiliate.

                         VIII. STOCK APPRECIATION RIGHTS

(a)      STOCK APPRECIATION RIGHTS. A Stock Appreciation Right is the right to
receive an amount equal to the Spread with respect to a share of Stock upon the
exercise of such Stock Appreciation Right. Stock Appreciation Rights may be
granted in connection with the grant of an Option, in which case the Option
Agreement will provide that exercise of Stock Appreciation Rights will result in
the surrender of the right to purchase the shares of Stock under the Option as
to which the Stock Appreciation Rights were exercised. Alternatively, Stock
Appreciation Rights may be granted independently of Options in which case each
Award of Stock Appreciation Rights shall be evidenced by a Stock Appreciation
Rights Agreement which shall contain such terms and conditions as may be
approved by the Committee. The terms and conditions of the respective Stock
Appreciation Rights Agreements need not be identical. The Spread with respect to
a Stock Appreciation Right may be payable either in cash, shares of Stock with a
Fair Market Value equal to the Spread or in a combination of cash and shares of
Stock. Each Stock Appreciation Rights Agreement shall specify the effect of
termination of employment or membership on the Board, as applicable, on the
exercisability of the Stock Appreciation Rights.

         (b)           EXERCISE PRICE. The exercise price of each Stock
                  Appreciation Right shall be determined by the Committee, but
                  such exercise price (i) shall not be less than the Fair Market
                  Value of a share of Stock on the date the Stock Appreciation
                  Right is granted (or such greater exercise price as may be
                  required if such Stock Appreciation Right is granted in
                  connection with an Incentive Stock Option that must have an
                  exercise price equal to 110% of the Fair Market Value of the
                  Stock on the date of grant pursuant to Paragraph VII(c)), and
                  (ii) shall be subject to adjustment as provided in Paragraph
                  IX.

         (c)           EXERCISE PERIOD. The term of each Stock Appreciation
                  Right shall be as specified by the Committee at the date of
                  grant.

         (d)           LIMITATIONS ON EXERCISE OF STOCK APPRECIATION RIGHT. A
                  Stock Appreciation Right shall be exercisable in whole or in
                  such installments and at such times as determined by the
                  Committee. In the case of any Stock Appreciation Right that is
                  granted in connection with an Incentive Stock Option, such
                  right shall be exercisable only when the Fair Market Value of
                  the Common Stock exceeds the

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                  price specified therefor in the Option or the portion thereof
                  to be surrendered.

                     IX. RECAPITALIZATION OR REORGANIZATION

(a)      The shares with respect to which Awards may be granted are shares of
Stock as presently constituted, but if, and whenever, prior to the expiration of
an Award theretofore granted, the Company shall effect a subdivision or
consolidation of shares of Stock or the payment of a stock dividend on Stock
without receipt of consideration by the Company, the number of shares of Stock
with respect to which such Award may thereafter be exercised or satisfied, as
applicable, (i) in the event of an increase in the number of outstanding shares
shall be proportionately increased, and the purchase price per share shall be
proportionately reduced, and (ii) in the event of a reduction in the number of
outstanding shares shall be proportionately reduced, and the purchase price per
share shall be proportionately increased. Any fractional share resulting from
such adjustment shall be rounded up to the next whole share.

(b)       If the Company recapitalizes, reclassifies its capital stock, or
     otherwise changes its capital structure (a "recapitalization"), the number
     and class of shares of Stock covered by an Award theretofore granted shall
     be adjusted so that such Award shall thereafter cover the number and class
     of shares of Stock and other securities to which the Holder would have been
     entitled pursuant to the terms of the recapitalization if, immediately
     prior to such recapitalization, the Holder had been the holder of record of
     the number of shares of Stock then covered by such Award.

(c)       In the event of a Change of Control, and except as provided in any
     Award Agreement, outstanding Awards shall immediately vest and become
     exercisable or satisfiable, as applicable, and any Awards that are Options
     shall continue to be exercisable for the remainder of the applicable Option
     term. Notwithstanding the foregoing, the Committee, in its discretion, may
     determine that upon the occurrence of a Change of Control, each Award
     outstanding hereunder shall terminate within a specified number of days
     after notice to the Holder, and such Holder shall receive, with respect to
     each share of Stock subject to such Award, cash in an amount equal to the
     excess, if any, of the Change of Control Value over the exercise price, if
     applicable, under such Award for such share. The provisions contained in
     this paragraph shall not terminate any rights of the Holder to further
     payments pursuant to any other agreement with the Company following a
     Change of Control.

(d)       In the event of changes in the outstanding Stock by reason of
     recapitalization, reorganizations, mergers, consolidations, combinations,
     split-ups, split-offs, spin-offs, exchanges, a Change of Control or other
     relevant changes in capitalization or distributions to the holders of Stock
     occurring after the date of the grant of any Award and not otherwise
     provided for by this Paragraph IX, any outstanding Awards and any Award
     Agreements shall be subject to adjustment by the Committee at its
     discretion as to the number and price of shares of Stock or other
     consideration subject to such Awards. In the event of any such change in
     the outstanding Stock or distribution to the holders of Stock, the
     aggregate number of shares available under the Plan (and the aggregate
     number of shares that may be granted to any one individual) may be
     appropriately adjusted by the Committee, whose determination shall be
     conclusive.

(e)       The existence of the Plan and the Awards granted hereunder shall not
     affect in any way the right or power of the Board or the stockholders of
     the Company to make or authorize any adjustment, recapitalization,
     reorganization or other change in the Company's or any Affiliate's capital
     structure or its business, any merger or consolidation of the Company or
     any Affiliate, any issue of debt or equity securities ahead of or affecting
     Stock or the rights thereof, the dissolution or liquidation of the Company
     or any Affiliate or any sale, lease, exchange or other disposition of all
     or any part of its assets or business or any other corporate act or
     proceeding.

(f)       Any adjustment provided for in the above Subparagraphs shall be
     subject to any required shareholder action.

(g)       Except as hereinbefore expressly provided, the issuance by the Company
     of shares of stock of any class or 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, 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 of Stock subject to Awards

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     theretofore granted or the purchase price per share, if applicable.

                    X. AMENDMENT AND TERMINATION OF THE PLAN

         The Board in its discretion may terminate the Plan at any time with
respect to any shares of Stock for which Awards have not theretofore been
granted. The Board shall have the right to alter or amend the Plan or any part
thereof from time to time; provided that no change in any Award theretofore
granted may be made that would materially impair the rights of the Holder
without the consent of the Holder and provided, further, that the Board may not,
without approval of the stockholders, amend the Plan (a) to increase the maximum
aggregate number of shares of Stock that may be issued under the Plan or (b) to
change the class of individuals eligible to receive Awards under the Plan.

                               XII. MISCELLANEOUS

(a)      NO RIGHT TO AN AWARD. Neither the adoption of the Plan by the Company
         nor any action of the Board or the Committee shall be deemed to give an
         employee or Director any right to be granted an Award or any other
         rights hereunder except as may be evidenced by an Option Agreement or
         Stock Appreciation Rights Agreement duly executed on behalf of the
         Company, and then only to the extent and on the terms and conditions
         expressly set forth therein. The Plan shall be unfunded. The Company
         shall not be required to establish any special or separate fund or to
         make any other segregation of funds or assets to assure the payment of
         any Award.

(b)      NO EMPLOYMENT RIGHTS CONFERRED. Nothing contained in the Plan shall (i)
         confer upon any employee any right with respect to continuation of
         employment with the Company or any Affiliate or (ii) interfere in any
         way with the right of the Company or any Affiliate to terminate his or
         her employment at any time. Nothing contained in the Plan shall confer
         on any Director any right with respect to continuation of membership on
         the Board.

(c)      OTHER LAWS; WITHHOLDING. The Company shall not be obligated to issue
         any Stock pursuant to any Award granted under the Plan at any time when
         the shares covered by such Award have not been registered under the
         Securities Act of 1933 and such other state and federal laws, rules or
         regulations as the Company or the Committee deems applicable and, in
         the opinion of legal counsel for the Company, there is no exemption
         from the registration requirements of such laws, rules or regulations
         available for the issuance and sale of such shares. No fractional
         shares of Stock shall be delivered. The Company shall have the right to
         deduct in connection with all Awards any taxes required by law to be
         withheld and to require any payments required to enable it to satisfy
         its withholding obligations.

(d)      NO RESTRICTION ON CORPORATE ACTION. Nothing contained in the Plan shall
         be construed to prevent the Company or any Affiliate from taking any
         corporate action which is deemed by the Company or such Affiliate to be
         appropriate or in its best interest, whether or not such action would
         have an adverse effect on the Plan or any Award made under the Plan. No
         employee, Director, beneficiary or other person shall have any claim
         against the Company or any Affiliate as a result of any such action.

(e)      RESTRICTIONS ON TRANSFER. An Award (other than an Incentive Stock
         Option, which shall be subject to the transfer restrictions set forth
         in Paragraph VII(c)) shall not be transferable otherwise than (i) by
         will or the laws of descent and distribution, (ii) pursuant to a
         "qualified domestic relations order" as defined by the Code or Title I
         of the Employee Retirement Income Security Act of 1974, as amended, or
         the rules thereunder, or (iii) with the consent of the Committee.

(f)      RULE 16b-3. It is intended that the Plan and any grant of an Award made
         to a person subject to Section 16 of the 1934 Act meet the requirements
         of Rule 16b-3 so that any transaction under the Plan involving a grant,
         award, or other acquisition from the Company or disposition to the
         Company is exempt from Section 16(b) of the 1934 Act. If any provision
         of the Plan or any such Award would result in any such transaction not
         being exempt from Section 16(b) of the 1934 Act, such provision or
         Award shall be construed or deemed amended so that such transaction
         will be exempt from Section 16(b) of the 1934 Act.

(g)      FACSIMILE SIGNATURE. Any Award Agreement or related document may be
         executed by facsimile signature. If

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         any officer who shall have signed or whose facsimile signature shall
         have been placed upon any such Award Agreement or related document
         shall have ceased to be such officer before the related Award is
         granted by the Company, such Award may nevertheless be issued by the
         Company with the same effect as if such person were such officer at the
         date of grant.

(h)      GOVERNING LAW. This Plan shall be construed in accordance with the laws
         of the State of Delaware.

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