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                                                                    EXHIBIT 10.2

                            LIBERTY MEDIA CORPORATION
                               2000 INCENTIVE PLAN

              (AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 22, 2007)

                                    ARTICLE I

                         PURPOSE AND ASSUMPTION OF PLAN

     1.1    PURPOSE. The purpose of the Plan is to promote the success of the
Company by providing a method whereby (i) eligible employees of the Company and
its Subsidiaries and (ii) independent contractors providing services to the
Company and its Subsidiaries may be awarded additional remuneration for services
rendered and encouraged to invest in capital stock of the Company, thereby
increasing their proprietary interest in the Company's businesses, encouraging
them to remain in the employ of the Company or its Subsidiaries, and increasing
their personal interest in the continued success and progress of the Company and
its Subsidiaries. The Plan is also intended to aid in (i) attracting Persons of
exceptional ability to become officers and employees of the Company and its
Subsidiaries and (ii) inducing independent contractors to agree to provide
services to the Company and its Subsidiaries.

     1.2    ASSUMPTION OF PLAN; AMENDMENT AND RESTATEMENT OF PLAN. The Plan was
originally adopted as the Amended and Restated AT&T Corp. Liberty Media Group
2000 Incentive Plan, by the board of directors of AT&T Corp., the former parent
corporation of Liberty Media LLC ("Old Liberty"), which prior to the Merger (as
defined below) was a Delaware corporation named Liberty Media Corporation and
was the parent corporation of the Company. Effective August 10, 2001, the board
of directors of Old Liberty approved an amendment and restatement of the Plan,
and Old Liberty assumed and adopted the Plan in connection with its split off
from AT&T Corp. The Plan was later amended and restated effective September 11,
2002 and April 19, 2004 by the board of directors of Old Liberty. The Plan was
further amended and restated as of May 9, 2006 by the Board of the Company in
connection with the merger of a wholly owned subsidiary of the Company with and
into Old Liberty ("Merger"). Effective May 9, 2006, the Company became the
parent corporation of Old Liberty and assumed and adopted the Plan. The Plan is
hereby further amended and restated as of February 22, 2007 by the Board of the
Company to make certain clarifying changes to Section 4.2 hereof.

                                   ARTICLE II

                                   DEFINITIONS

     2.1    CERTAIN DEFINED TERMS. Capitalized terms not defined elsewhere in
the Plan shall have the following meanings (whether used in the singular or
plural):

            "Affiliate" of the Company means any corporation, partnership or
     other business association that, directly or indirectly, through one or
     more intermediaries, controls, is controlled by, or is under common control
     with the Company.

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            "Agreement" means a stock option agreement, stock appreciation
     rights agreement, restricted shares agreement, stock units agreement, cash
     award agreement or an agreement evidencing more than one type of Award,
     specified in Section 11.5, as any such Agreement may be supplemented or
     amended from time to time.

            "Approved Transaction" means any transaction in which the Board (or,
     if approval of the Board is not required as a matter of law, the
     stockholders of the Company) shall approve (i) any consolidation or merger
     of the Company, or binding share exchange, pursuant to which shares of
     Common Stock of the Company would be changed or converted into or exchanged
     for cash, securities, or other property, other than any such transaction in
     which the common stockholders of the Company immediately prior to such
     transaction have the same proportionate ownership of the Common Stock of,
     and voting power with respect to, the surviving corporation immediately
     after such transaction, (ii) any merger, consolidation or binding share
     exchange to which the Company is a party as a result of which the Persons
     who are common stockholders of the Company immediately prior thereto have
     less than a majority of the combined voting power of the outstanding
     capital stock of the Company ordinarily (and apart from the rights accruing
     under special circumstances) having the right to vote in the election of
     directors immediately following such merger, consolidation or binding share
     exchange, (iii) the adoption of any plan or proposal for the liquidation or
     dissolution of the Company, or (iv) any sale, lease, exchange or other
     transfer (in one transaction or a series of related transactions) of all,
     or substantially all, of the assets of the Company.

            "Award" means a grant of Options, SARs, Restricted Shares, Stock
     Units, Performance Awards, Cash Awards and/or cash amounts under the Plan.

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

            "Board Change" means, during any period of two consecutive years,
     individuals who at the beginning of such period constituted the entire
     Board cease for any reason to constitute a majority thereof unless the
     election, or the nomination for election, of each new director was approved
     by a vote of at least two-thirds of the directors then still in office who
     were directors at the beginning of the period.

            "Cash Award" means an Award made pursuant to Section 10.1 of the
     Plan to a Holder that is paid solely on account of the attainment of one or
     more Performance Objectives that have been preestablished by the Committee.

            "Code" means the Internal Revenue Code of 1986, as amended from time
     to time, or any successor statute or statutes thereto. Reference to any
     specific Code section shall include any successor section.

            "Committee" means the committee of the Board appointed pursuant to
     Section 3.1 to administer the Plan.

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            "Common Stock" means each or any (as the context may require) series
     of the Company's common stock.

            "Company" means Liberty Media Corporation, a Delaware corporation
     (which was originally incorporated under the name Liberty Media Holding
     Corporation).

            "Control Purchase" means any transaction (or series of related
     transactions) in which (i) any person (as such term is defined in Sections
     13(d)(3) and 14(d)(2) of the Exchange Act), corporation or other entity
     (other than the Company, any Subsidiary of the Company or any employee
     benefit plan sponsored by the Company or any Subsidiary of the Company)
     shall purchase any Common Stock of the Company (or securities convertible
     into Common Stock of the Company) for cash, securities or any other
     consideration pursuant to a tender offer or exchange offer, without the
     prior consent of the Board, or (ii) any person (as such term is so
     defined), corporation or other entity (other than the Company, any
     Subsidiary of the Company, any employee benefit plan sponsored by the
     Company or any Subsidiary of the Company or any Exempt Person (as defined
     below)) shall become the "beneficial owner" (as such term is defined in
     Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
     of the Company representing 20% or more of the combined voting power of the
     then outstanding securities of the Company ordinarily (and apart from the
     rights accruing under special circumstances) having the right to vote in
     the election of directors (calculated as provided in Rule 13d-3(d) under
     the Exchange Act in the case of rights to acquire the Company's
     securities), other than in a transaction (or series of related
     transactions) approved by the Board. For purposes of this definition,
     "Exempt Person" means each of (a) the Chairman of the Board, the President
     and each of the directors of the Company as of April 19, 2004, and (b) the
     respective family members, estates and heirs of each of the Persons
     referred to in clause (a) above and any trust or other investment vehicle
     for the primary benefit of any of such Persons or their respective family
     members or heirs. As used with respect to any Person, the term "family
     member" means the spouse, siblings and lineal descendants of such Person.

            "Disability" means the inability to engage in any substantial
     gainful activity by reason of any medically determinable physical or mental
     impairment which can be expected to result in death or which has lasted or
     can be expected to last for a continuous period of not less than 12 months.

            "Dividend Equivalents" means, with respect to Restricted Shares to
     be issued at the end of the Restriction Period, to the extent specified by
     the Committee only, an amount equal to all dividends and other
     distributions (or the economic equivalent thereof) which are payable to
     stockholders of record during the Restriction Period on a like number and
     kind of shares of Common Stock.

            "Domestic Relations Order" means a domestic relations order as
     defined by the Code or Title I of the Employee Retirement Income Security
     Act, or the rules thereunder.

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            "Effective Date" means December 6, 2000, the date on which the Plan
     originally became effective.

            "Equity Security" shall have the meaning ascribed to such term in
     Section 3(a)(11) of the Exchange Act, and an equity security of an issuer
     shall have the meaning ascribed thereto in Rule 16a-1 promulgated under the
     Exchange Act, or any successor Rule.

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
     from time to time, or any successor statute or statutes thereto. Reference
     to any specific Exchange Act section shall include any successor section.

            "Fair Market Value" of a share of any series of Common Stock on any
     day means the last sale price (or, if no last sale price is reported, the
     average of the high bid and low asked prices) for a share of such series of
     Common Stock on such day (or, if such day is not a trading day, on the next
     preceding trading day) as reported on the consolidated transaction
     reporting system for the principal national securities exchange on which
     shares of such series of Common Stock are listed on such day or if such
     shares are not then listed on a national securities exchange, then as
     reported on Nasdaq or, if such shares are not then listed or quoted on
     Nasdaq, then as quoted by the National Quotation Bureau Incorporated. If
     for any day the Fair Market Value of a share of the applicable series of
     Common Stock is not determinable by any of the foregoing means, then the
     Fair Market Value for such day shall be determined in good faith by the
     Committee on the basis of such quotations and other considerations as the
     Committee deems appropriate.

            "Free Standing SAR" has the meaning ascribed thereto in Section 7.1.

            "Holder" means a Person who has received an Award under the Plan.

            "Nasdaq" means The Nasdaq Stock Market.

            "Nonqualified Stock Option" means a stock option granted under
     Article VI.

            "Option" means a Nonqualified Stock Option.

            "Performance Award" means an Award made pursuant to Article X of the
     Plan to a Holder that is subject to the attainment of one or more
     Performance Objectives.

            "Performance Objective" means a standard established by the
     Committee to determine in whole or in part whether a Performance Award
     shall be earned.

            "Person" means an individual, corporation, limited liability
     company, partnership, trust, incorporated or unincorporated association,
     joint venture or other entity of any kind.

            "Plan" means this Liberty Media Corporation 2000 Incentive Plan (As
     Amended and Restated Effective February 22, 2007).

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            "Restricted Shares" means shares of any series of Common Stock or
     the right to receive shares of any specified series of Common Stock, as the
     case may be, awarded pursuant to Article VIII.

            "Restriction Period" means a period of time beginning on the date of
     each Award of Restricted Shares and ending on the Vesting Date with respect
     to such Award.

            "Retained Distribution" has the meaning ascribed thereto in Section
     8.3.

            "SARs" means stock appreciation rights, awarded pursuant to Article
     VII, with respect to shares of any specified series of Common Stock.

            "Stock Unit Awards" has the meaning ascribed thereto in Section 9.1.

            "Subsidiary" of a Person means any present or future subsidiary (as
     defined in Section 424(f) of the Code) of such Person or any business
     entity in which such Person owns, directly or indirectly, 50% or more of
     the voting, capital or profits interests. An entity shall be deemed a
     subsidiary of a Person for purposes of this definition only for such
     periods as the requisite ownership or control relationship is maintained.

            "Tandem SARs" has the meaning ascribed thereto in Section 7.1.

            "Vesting Date," with respect to any Restricted Shares awarded
     hereunder, means the date on which such Restricted Shares cease to be
     subject to a risk of forfeiture, as designated in or determined in
     accordance with the Agreement with respect to such Award of Restricted
     Shares pursuant to Article VIII. If more than one Vesting Date is
     designated for an Award of Restricted Shares, reference in the Plan to a
     Vesting Date in respect of such Award shall be deemed to refer to each part
     of such Award and the Vesting Date for such part.

                                   ARTICLE III

                                 ADMINISTRATION

     3.1    COMMITTEE. The Plan shall be administered by the Compensation
Committee of the Board unless a different committee is appointed by the Board.
The Committee shall be comprised of not less than two Persons. The Board may
from time to time appoint members of the Committee in substitution for or in
addition to members previously appointed, may fill vacancies in the Committee
and may remove members of the Committee. The Committee shall select one of its
members as its chairman and shall hold its meetings at such times and places as
it shall deem advisable. A majority of its members shall constitute a quorum and
all determinations shall be made by a majority of such quorum. Any determination
reduced to writing and signed by all of the members shall be as fully effective
as if it had been made by a majority vote at a meeting duly called and held.

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     3.2    POWERS. The Committee shall have full power and authority to grant
to eligible Persons Options under Article VI of the Plan, SARs under Article VII
of the Plan, Restricted Shares under Article VIII of the Plan, Stock Units under
Article IX of the Plan, Cash Awards under Article X of the Plan and/or
Performance Awards under Article X of the Plan, to determine the terms and
conditions (which need not be identical) of all Awards so granted, to interpret
the provisions of the Plan and any Agreements relating to Awards granted under
the Plan and to supervise the administration of the Plan. The Committee in
making an Award may provide for the granting or issuance of additional,
replacement or alternative Awards upon the occurrence of specified events,
including the exercise of the original Award. The Committee shall have sole
authority in the selection of Persons to whom Awards may be granted under the
Plan and in the determination of the timing, pricing and amount of any such
Award, subject only to the express provisions of the Plan. In making
determinations hereunder, the Committee may take into account the nature of the
services rendered by the respective employees and independent contractors, their
present and potential contributions to the success of the Company and its
Subsidiaries, and such other factors as the Committee in its discretion deems
relevant.

     3.3    INTERPRETATION. The Committee is authorized, subject to the
provisions of the Plan, to establish, amend and rescind such rules and
regulations as it deems necessary or advisable for the proper administration of
the Plan and to take such other action in connection with or in relation to the
Plan as it deems necessary or advisable. Each action and determination made or
taken pursuant to the Plan by the Committee, including any interpretation or
construction of the Plan, shall be final and conclusive for all purposes and
upon all Persons. No member of the Committee shall be liable for any action or
determination made or taken by him or the Committee in good faith with respect
to the Plan.

                                   ARTICLE IV

                           SHARES SUBJECT TO THE PLAN

     4.1    NUMBER OF SHARES. Subject to the provisions of this Article IV, the
maximum number of shares of Common Stock with respect to which Awards may be
granted during the term of the Plan shall be 48 million shares. Shares of Common
Stock will be made available from the authorized but unissued shares of the
Company or from shares reacquired by the Company, including shares purchased in
the open market. The shares of Common Stock subject to (i) any Award granted
under the Plan that shall expire, terminate or be annulled for any reason
without having been exercised (or considered to have been exercised as provided
in Section 7.2), (ii) any Award of any SARs granted under the Plan that shall be
exercised for cash, and (iii) any Award of Restricted Shares or Stock Units that
shall be forfeited prior to becoming vested (provided that the Holder received
no benefits of ownership of such Restricted Shares or Stock Units other than
voting rights and the accumulation of Retained Distributions and unpaid Dividend
Equivalents that are likewise forfeited) shall again be available for purposes
of the Plan. Except for Awards described in Section 11.1, no Person may be
granted in any calendar year Awards covering more than 7.5 million shares of
Common Stock (as such amount may be adjusted from time to time as provided in
Section 4.2). No Person shall receive payment for Cash Awards during any
calendar year aggregating in excess of $10,000,000.

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     4.2    ADJUSTMENTS. If the Company subdivides its outstanding shares of any
series of Common Stock into a greater number of shares of such series of Common
Stock (by stock dividend, stock split, reclassification, or otherwise) or
combines its outstanding shares of any series of Common Stock into a smaller
number of shares of such series of Common Stock (by reverse stock split,
reclassification, or otherwise) or if the Committee determines that any stock
dividend, extraordinary cash dividend, reclassification, recapitalization,
reorganization, split-up, spin-off, combination, exchange of shares, warrants or
rights offering to purchase such series of Common Stock or other similar
corporate event (including mergers or consolidations other than those which
constitute Approved Transactions, adjustments with respect to which shall be
governed by Section 11.1(b)) affects any series of Common Stock so that an
adjustment is required to preserve the benefits or potential benefits intended
to be made available under the Plan, then the Committee, in such manner as the
Committee, in its sole discretion, deems equitable and appropriate, shall make
such adjustments to any or all of (i) the number and kind of shares of stock
which thereafter may be awarded, optioned or otherwise made subject to the
benefits contemplated by the Plan, (ii) the number and kind of shares of stock
subject to outstanding Awards, and (iii) the purchase or exercise price and the
relevant appreciation base with respect to any of the foregoing, PROVIDED,
HOWEVER, that the number of shares subject to any Award shall always be a whole
number. Notwithstanding the foregoing, if all shares of any series of Common
Stock are redeemed, then each outstanding Award shall be adjusted to substitute
for the shares of such series of Common Stock subject thereto the kind and
amount of cash, securities or other assets issued or paid in the redemption of
the equivalent number of shares of such series of Common Stock and otherwise the
terms of such Award, including, in the case of Options or similar rights, the
aggregate exercise price, and, in the case of Free Standing SARs, the aggregate
base price, shall remain constant before and after the substitution (unless
otherwise determined by the Committee and provided in the applicable Agreement).
The Committee may, if deemed appropriate, provide for a cash payment to any
Holder of an Award in connection with any adjustment made pursuant to this
Section 4.2.

                                    ARTICLE V

                                   ELIGIBILITY

     5.1    GENERAL. The Persons who shall be eligible to participate in the
Plan and to receive Awards under the Plan shall, subject to Section 5.2, be such
Persons who are employees (including officers and directors) of or independent
contractors providing services to the Company or its Subsidiaries as the
Committee shall select. Awards may be made to employees or independent
contractors who hold or have held Awards under the Plan or any similar or other
awards under any other plan of the Company or any of its Affiliates.

     5.2    INELIGIBILITY. No member of the Committee, while serving as such,
shall be eligible to receive an Award.

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                                   ARTICLE VI

                                  STOCK OPTIONS

     6.1    GRANT OF OPTIONS. Subject to the limitations of the Plan, the
Committee shall designate from time to time those eligible Persons to be granted
Options, the time when each Option shall be granted to such eligible Persons,
the series and number of shares of Common Stock subject to such Option, and,
subject to Section 6.2, the purchase price of the shares of Common Stock subject
to such Option.

     6.2    OPTION PRICE. The price at which shares may be purchased upon
exercise of an Option shall be fixed by the Committee and may be no less than
the Fair Market Value of the shares of the applicable series of Common Stock
subject to the Option as of the date the Option is granted.

     6.3    TERM OF OPTIONS. Subject to the provisions of the Plan with respect
to death, retirement and termination of employment, the term of each Option
shall be for such period as the Committee shall determine as set forth in the
applicable Agreement.

     6.4    EXERCISE OF OPTIONS. An Option granted under the Plan shall become
(and remain) exercisable during the term of the Option to the extent provided in
the applicable Agreement and the Plan and, unless the Agreement otherwise
provides, may be exercised to the extent exercisable, in whole or in part, at
any time and from time to time during such term; PROVIDED, HOWEVER, that
subsequent to the grant of an Option, the Committee, at any time before complete
termination of such Option, may accelerate the time or times at which such
Option may be exercised in whole or in part (without reducing the term of such
Option).

     6.5    MANNER OF EXERCISE.

            (a)   FORM OF PAYMENT. An Option shall be exercised by written
     notice to the Company upon such terms and conditions as the Agreement may
     provide and in accordance with such other procedures for the exercise of
     Options as the Committee may establish from time to time. The method or
     methods of payment of the purchase price for the shares to be purchased
     upon exercise of an Option and of any amounts required by Section 11.9
     shall be determined by the Committee and may consist of (i) cash, (ii)
     check, (iii) promissory note (subject to applicable law), (iv) whole shares
     of any series of Common Stock, (v) the withholding of shares of the
     applicable series of Common Stock issuable upon such exercise of the
     Option, (vi) the delivery, together with a properly executed exercise
     notice, of irrevocable instructions to a broker to deliver promptly to the
     Company the amount of sale or loan proceeds required to pay the purchase
     price, or (vii) any combination of the foregoing methods of payment, or
     such other consideration and method of payment as may be permitted for the
     issuance of shares under the Delaware General Corporation Law. The
     permitted method or methods of payment of the amounts payable upon exercise
     of an Option, if other than in cash, shall be set forth in the applicable
     Agreement and may be subject to such conditions as the Committee deems
     appropriate.

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            (b)   VALUE OF SHARES. Unless otherwise determined by the Committee
     and provided in the applicable Agreement, shares of any series of Common
     Stock delivered in payment of all or any part of the amounts payable in
     connection with the exercise of an Option, and shares of any series of
     Common Stock withheld for such payment, shall be valued for such purpose at
     their Fair Market Value as of the exercise date.

            (c)   ISSUANCE OF SHARES. The Company shall effect the transfer of
     the shares of Common Stock purchased under the Option as soon as
     practicable after the exercise thereof and payment in full of the purchase
     price therefor and of any amounts required by Section 11.9, and within a
     reasonable time thereafter, such transfer shall be evidenced on the books
     of the Company. Unless otherwise determined by the Committee and provided
     in the applicable Agreement, (i) no Holder or other Person exercising an
     Option shall have any of the rights of a stockholder of the Company with
     respect to shares of Common Stock subject to an Option granted under the
     Plan until due exercise and full payment has been made, and (ii) no
     adjustment shall be made for cash dividends or other rights for which the
     record date is prior to the date of such due exercise and full payment.

     6.6    NONTRANSFERABILITY. Unless otherwise determined by the Committee and
provided in the applicable Agreement, Options shall not be transferable other
than by will or the laws of descent and distribution or pursuant to a Domestic
Relations Order, and, except as otherwise required pursuant to a Domestic
Relations Order, Options may be exercised during the lifetime of the Holder
thereof only by such Holder (or his or her court-appointed legal
representative).

                                   ARTICLE VII

                                      SARs

     7.1    GRANT OF SARs. Subject to the limitations of the Plan, SARs may be
granted by the Committee to such eligible Persons in such numbers, with respect
to any specified series of Common Stock, and at such times during the term of
the Plan as the Committee shall determine. A SAR may be granted to a Holder of
an Option (hereinafter called a "related Option") with respect to all or a
portion of the shares of Common Stock subject to the related Option (a "Tandem
SAR") or may be granted separately to an eligible employee (a "Free Standing
SAR"). Subject to the limitations of the Plan, SARs shall be exercisable in
whole or in part upon notice to the Company upon such terms and conditions as
are provided in the Agreement.

     7.2    TANDEM SARs. A Tandem SAR may be granted either concurrently with
the grant of the related Option or at any time thereafter prior to the complete
exercise, termination, expiration or cancellation of such related Option. Tandem
SARs shall be exercisable only at the time and to the extent that the related
Option is exercisable (and may be subject to such additional limitations on
exercisability as the Agreement may provide) and in no event after the complete
termination or full exercise of the related Option. Upon the exercise or
termination of the related Option, the Tandem SARs with respect thereto shall be
canceled automatically to the extent of the number of shares of Common Stock
with respect to which the related Option was so exercised or terminated. Subject
to the limitations of the Plan, upon the exercise of a Tandem

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SAR and unless otherwise determined by the Committee and provided in the
applicable Agreement, (i) the Holder thereof shall be entitled to receive from
the Company, for each share of the applicable series of Common Stock with
respect to which the Tandem SAR is being exercised, consideration (in the form
determined as provided in Section 7.4) equal in value to the excess of the Fair
Market Value of a share of the applicable series of Common Stock with respect to
which the Tandem SAR was granted on the date of exercise over the related Option
purchase price per share, and (ii) the related Option with respect thereto shall
be canceled automatically to the extent of the number of shares of Common Stock
with respect to which the Tandem SAR was so exercised.

     7.3    FREE STANDING SARs. Free Standing SARs shall be exercisable at the
time, to the extent and upon the terms and conditions set forth in the
applicable Agreement. The base price of a Free Standing SAR may be no less than
the Fair Market Value of the applicable series of Common Stock with respect to
which the Free Standing SAR was granted as of the date the Free Standing SAR is
granted. Subject to the limitations of the Plan, upon the exercise of a Free
Standing SAR and unless otherwise determined by the Committee and provided in
the applicable Agreement, the Holder thereof shall be entitled to receive from
the Company, for each share of the applicable series of Common Stock with
respect to which the Free Standing SAR is being exercised, consideration (in the
form determined as provided in Section 7.4) equal in value to the excess of the
Fair Market Value of a share of the applicable series of Common Stock with
respect to which the Free Standing SAR was granted on the date of exercise over
the base price per share of such Free Standing SAR.

     7.4    CONSIDERATION. The consideration to be received upon the exercise of
a SAR by the Holder shall be paid in cash, shares of the applicable series of
Common Stock with respect to which the SAR was granted (valued at Fair Market
Value on the date of exercise of such SAR), a combination of cash and such
shares of the applicable series of Common Stock or such other consideration, in
each case, as provided in the Agreement. No fractional shares of Common Stock
shall be issuable upon exercise of a SAR, and unless otherwise provided in the
applicable Agreement, the Holder will receive cash in lieu of fractional shares.
Unless the Committee shall otherwise determine, to the extent a Free Standing
SAR is exercisable, it will be exercised automatically for cash on its
expiration date.

     7.5    LIMITATIONS. The applicable Agreement may provide for a limit on the
amount payable to a Holder upon exercise of SARs at any time or in the
aggregate, for a limit on the number of SARs that may be exercised by the Holder
in whole or in part for cash during any specified period, for a limit on the
time periods during which a Holder may exercise SARs, and for such other limits
on the rights of the Holder and such other terms and conditions of the SAR,
including a condition that the SAR may be exercised only in accordance with
rules and regulations adopted from time to time, as the Committee may determine.
Unless otherwise so provided in the applicable Agreement, any such limit
relating to a Tandem SAR shall not restrict the exercisability of the related
Option. Such rules and regulations may govern the right to exercise SARs granted
prior to the adoption or amendment of such rules and regulations as well as SARs
granted thereafter.

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     7.6    EXERCISE. For purposes of this Article VII, the date of exercise of
a SAR shall mean the date on which the Company shall have received notice from
the Holder of the SAR of the exercise of such SAR (unless otherwise determined
by the Committee and provided in the applicable Agreement).

     7.7    NONTRANSFERABILITY. Unless otherwise determined by the Committee and
provided in the applicable Agreement, (i) SARs shall not be transferable other
than by will or the laws of descent and distribution or pursuant to a Domestic
Relations Order, and (ii) except as otherwise required pursuant to a Domestic
Relations Order, SARs may be exercised during the lifetime of the Holder thereof
only by such Holder (or his or her court-appointed legal representative).

                                  ARTICLE VIII

                                RESTRICTED SHARES

     8.1    GRANT. Subject to the limitations of the Plan, the Committee shall
designate those eligible Persons to be granted Awards of Restricted Shares,
shall determine the time when each such Award shall be granted, shall determine
whether shares of Common Stock covered by Awards of Restricted Shares will be
issued at the beginning or the end of the Restriction Period and whether
Dividend Equivalents will be paid during the Restriction Period in the event
shares of the applicable series of Common Stock are to be issued at the end of
the Restriction Period, and shall designate (or set forth the basis for
determining) the Vesting Date or Vesting Dates for each Award of Restricted
Shares, and may prescribe other restrictions, terms and conditions applicable to
the vesting of such Restricted Shares in addition to those provided in the Plan.
The Committee shall determine the price, if any, to be paid by the Holder for
the Restricted Shares; PROVIDED, HOWEVER, that the issuance of Restricted Shares
shall be made for at least the minimum consideration necessary to permit such
Restricted Shares to be deemed fully paid and nonassessable. All determinations
made by the Committee pursuant to this Section 8.1 shall be specified in the
Agreement.

     8.2    ISSUANCE OF RESTRICTED SHARES AT BEGINNING OF THE RESTRICTION
PERIOD. If shares of the applicable series of Common Stock are issued at the
beginning of the Restriction Period, the stock certificate or certificates
representing such Restricted Shares shall be registered in the name of the
Holder to whom such Restricted Shares shall have been awarded. During the
Restriction Period, certificates representing the Restricted Shares and any
securities constituting Retained Distributions shall bear a restrictive legend
to the effect that ownership of the Restricted Shares (and such Retained
Distributions), and the enjoyment of all rights appurtenant thereto, are subject
to the restrictions, terms and conditions provided in the Plan and the
applicable Agreement. Such certificates shall remain in the custody of the
Company or its designee, and the Holder shall deposit with the custodian stock
powers or other instruments of assignment, each endorsed in blank, so as to
permit retransfer to the Company of all or any portion of the Restricted Shares
and any securities constituting Retained Distributions that shall be forfeited
or otherwise not become vested in accordance with the Plan and the applicable
Agreement.

                                      -11-
<Page>

     8.3    RESTRICTIONS. Restricted Shares issued at the beginning of the
Restriction Period shall constitute issued and outstanding shares of the
applicable series of Common Stock for all corporate purposes. The Holder will
have the right to vote such Restricted Shares, to receive and retain such
dividends and distributions, as the Committee may designate, paid or distributed
on such Restricted Shares, and to exercise all other rights, powers and
privileges of a Holder of shares of the applicable series of Common Stock with
respect to such Restricted Shares; EXCEPT, THAT, unless otherwise determined by
the Committee and provided in the applicable Agreement, (i) the Holder will not
be entitled to delivery of the stock certificate or certificates representing
such Restricted Shares until the Restriction Period shall have expired and
unless all other vesting requirements with respect thereto shall have been
fulfilled or waived; (ii) the Company or its designee will retain custody of the
stock certificate or certificates representing the Restricted Shares during the
Restriction Period as provided in Section 8.2; (iii) other than such dividends
and distributions as the Committee may designate, the Company or its designee
will retain custody of all distributions ("Retained Distributions") made or
declared with respect to the Restricted Shares (and such Retained Distributions
will be subject to the same restrictions, terms and vesting, and other
conditions as are applicable to the Restricted Shares) until such time, if ever,
as the Restricted Shares with respect to which such Retained Distributions shall
have been made, paid or declared shall have become vested, and such Retained
Distributions shall not bear interest or be segregated in a separate account;
(iv) the Holder may not sell, assign, transfer, pledge, exchange, encumber or
dispose of the Restricted Shares or any Retained Distributions or his interest
in any of them during the Restriction Period; and (v) a breach of any
restrictions, terms or conditions provided in the Plan or established by the
Committee with respect to any Restricted Shares or Retained Distributions will
cause a forfeiture of such Restricted Shares and any Retained Distributions with
respect thereto.

     8.4    ISSUANCE OF STOCK AT END OF THE RESTRICTION PERIOD. Restricted
Shares issued at the end of the Restriction Period shall not constitute issued
and outstanding shares of the applicable series of Common Stock, and the Holder
shall not have any of the rights of a stockholder with respect to the shares of
Common Stock covered by such an Award of Restricted Shares, in each case until
such shares shall have been transferred to the Holder at the end of the
Restriction Period. If and to the extent that shares of Common Stock are to be
issued at the end of the Restriction Period, the Holder shall be entitled to
receive Dividend Equivalents with respect to the shares of Common Stock covered
thereby either (i) during the Restriction Period or (ii) in accordance with the
rules applicable to Retained Distributions, as the Committee may specify in the
Agreement.

     8.5    CASH PAYMENTS. In connection with any Award of Restricted Shares, an
Agreement may provide for the payment of a cash amount to the Holder of such
Restricted Shares at any time after such Restricted Shares shall have become
vested. Such cash amounts shall be payable in accordance with such additional
restrictions, terms and conditions as shall be prescribed by the Committee in
the Agreement and shall be in addition to any other salary, incentive, bonus or
other compensation payments which such Holder shall be otherwise entitled or
eligible to receive from the Company.

     8.6    COMPLETION OF RESTRICTION PERIOD. On the Vesting Date with respect
to each Award of Restricted Shares and the satisfaction of any other applicable
restrictions, terms and

                                      -12-
<Page>

conditions, (i) all or the applicable portion of such Restricted Shares shall
become vested, (ii) any Retained Distributions and any unpaid Dividend
Equivalents with respect to such Restricted Shares shall become vested to the
extent that the Restricted Shares related thereto shall have become vested, and
(iii) any cash amount to be received by the Holder with respect to such
Restricted Shares shall become payable, all in accordance with the terms of the
applicable Agreement. Any such Restricted Shares, Retained Distributions and any
unpaid Dividend Equivalents that shall not become vested shall be forfeited to
the Company, and the Holder shall not thereafter have any rights (including
dividend and voting rights) with respect to such Restricted Shares, Retained
Distributions and any unpaid Dividend Equivalents that shall have been so
forfeited. The Committee may, in its discretion, provide that the delivery of
any Restricted Shares, Retained Distributions and unpaid Dividend Equivalents
that shall have become vested, and payment of any related cash amounts that
shall have become payable under this Article VIII, shall be deferred until such
date or dates as the recipient may elect. Any election of a recipient pursuant
to the preceding sentence shall be filed in writing with the Committee in
accordance with such rules and regulations, including any deadline for the
making of such an election, as the Committee may provide, and shall be made in
compliance with Section 409A of the Code.

                                   ARTICLE IX

                                   STOCK UNITS

     9.1    GRANT. In addition to granting Awards of Options, SARs and
Restricted Shares, the Committee shall, subject to the limitations of the Plan,
have authority to grant to eligible Persons Awards of Stock Units which may be
in the form of shares of any specified series of Common Stock or units, the
value of which is based, in whole or in part, on the Fair Market Value of the
shares of any specified series of Common Stock. Subject to the provisions of the
Plan, including any rules established pursuant to Section 9.2, Awards of Stock
Units shall be subject to such terms, restrictions, conditions, vesting
requirements and payment rules as the Committee may determine in its discretion,
which need not be identical for each Award. The determinations made by the
Committee pursuant to this Section 9.1 shall be specified in the applicable
Agreement.

     9.2    RULES. The Committee may, in its discretion, establish any or all of
the following rules for application to an Award of Stock Units:

            (a)   Any shares of Common Stock which are part of an Award of Stock
     Units may not be assigned, sold, transferred, pledged or otherwise
     encumbered prior to the date on which the shares are issued or, if later,
     the date provided by the Committee at the time of the Award.

            (b)   Such Awards may provide for the payment of cash consideration
     by the Person to whom such Award is granted or provide that the Award, and
     any shares of Common Stock to be issued in connection therewith, if
     applicable, shall be delivered without the payment of cash consideration;
     PROVIDED, HOWEVER, that the issuance of any shares of Common Stock in
     connection with an Award of Stock Units shall be for at least

                                      -13-
<Page>

     the minimum consideration necessary to permit such shares to be deemed
     fully paid and nonassessable.

            (c)   Awards of Stock Units may provide for deferred payment
     schedules, vesting over a specified period of employment, the payment (on a
     current or deferred basis) of dividend equivalent amounts with respect to
     the number of shares of Common Stock covered by the Award, and elections by
     the employee to defer payment of the Award or the lifting of restrictions
     on the Award, if any, provided that any such deferrals shall comply with
     the requirements of Section 409A of the Code.

            (d)   In such circumstances as the Committee may deem advisable, the
     Committee may waive or otherwise remove, in whole or in part, any
     restrictions or limitations to which a Stock Unit Award was made subject at
     the time of grant.

                                    ARTICLE X

                       CASH AWARDS AND PERFORMANCE AWARDS

     10.1   CASH AWARDS. In addition to granting Options, SARs, Restricted
Shares and Stock Units, the Committee shall, subject to the limitations of the
Plan, have authority to grant to eligible Persons Cash Awards. Each Cash Award
shall be subject to such terms and conditions, restrictions and contingencies,
if any, as the Committee shall determine. Restrictions and contingencies
limiting the right to receive a cash payment pursuant to a Cash Award shall be
based upon the achievement of single or multiple Performance Objectives over a
performance period established by the Committee. The determinations made by the
Committee pursuant to this Section 10.1 shall be specified in the applicable
Agreement.

     10.2   DESIGNATION AS A PERFORMANCE AWARD. The Committee shall have the
right to designate any Award of Options, SARs, Restricted Shares or Stock Units
as a Performance Award. All Cash Awards shall be designated as Performance
Awards.

     10.3   PERFORMANCE OBJECTIVES. The grant or vesting of a Performance Award
shall be subject to the achievement of Performance Objectives over a performance
period established by the Committee based upon one or more of the following
business criteria that apply to the Holder, one or more business units,
divisions or Subsidiaries of the Company or the applicable sector of the
Company, or the Company as a whole, and if so desired by the Committee, by
comparison with a peer group of companies: increased revenue; net income
measures (including income after capital costs and income before or after
taxes); stock price measures (including growth measures and total stockholder
return); price per share of Common Stock; market share; earnings per share
(actual or targeted growth); earnings before interest, taxes, depreciation and
amortization (EBITDA); economic value added (or an equivalent metric); market
value added; debt to equity ratio; cash flow measures (including cash flow
return on capital, cash flow return on tangible capital, net cash flow and net
cash flow before financing activities); return measures (including return on
equity, return on average assets, return on capital, risk-adjusted return on
capital, return on investors' capital and return on average equity); operating
measures (including operating income, funds from operations, cash from
operations, after-tax operating income, sales

                                      -14-
<Page>

volumes, production volumes and production efficiency); expense measures
(including overhead cost and general and administrative expense); margins;
stockholder value; total stockholder return; proceeds from dispositions; total
market value and corporate values measures (including ethics compliance,
environmental and safety). Unless otherwise stated, such a Performance Objective
need not be based upon an increase or positive result under a particular
business criterion and could include, for example, maintaining the status quo or
limiting economic losses (measured, in each case, by reference to specific
business criteria). The Committee shall have the authority to determine whether
the Performance Objectives and other terms and conditions of the Award are
satisfied, and the Committee's determination as to the achievement of
Performance Objectives relating to a Performance Award shall be made in writing.

     10.4   SECTION 162(m) OF THE CODE. Notwithstanding the foregoing
provisions, if the Committee intends for a Performance Award to be granted and
administered in a manner designed to preserve the deductibility of the
compensation resulting from such Award in accordance with Section 162(m) of the
Code, then the Performance Objectives for such particular Performance Award
relative to the particular period of service to which the Performance Objectives
relate shall be established by the Committee in writing (i) no later than 90
days after the beginning of such period and (ii) prior to the completion of 25%
of such period.

     10.5   WAIVER OF PERFORMANCE OBJECTIVES. The Committee shall have no
discretion to modify or waive the Performance Objectives or conditions to the
grant or vesting of a Performance Award unless such Award is not intended to
qualify as qualified performance-based compensation under Section 162(m) of the
Code and the relevant Agreement provides for such discretion.

                                   ARTICLE XI

                               GENERAL PROVISIONS

     11.1   ACCELERATION OF AWARDS.

            (a)   DEATH OR DISABILITY. If a Holder's employment shall terminate
     by reason of death or Disability, notwithstanding any contrary waiting
     period, installment period, vesting schedule or Restriction Period in any
     Agreement or in the Plan, unless the applicable Agreement provides
     otherwise: (i) in the case of an Option or SAR, each outstanding Option or
     SAR granted under the Plan shall immediately become exercisable in full in
     respect of the aggregate number of shares covered thereby; (ii) in the case
     of Restricted Shares, the Restriction Period applicable to each such Award
     of Restricted Shares shall be deemed to have expired and all such
     Restricted Shares, any related Retained Distributions and any unpaid
     Dividend Equivalents shall become vested and any related cash amounts
     payable pursuant to the applicable Agreement shall be adjusted in such
     manner as may be provided in the Agreement; and (iii) in the case of Stock
     Units, each such Award of Stock Units shall become vested in full.

            (b)   APPROVED TRANSACTIONS; BOARD CHANGE; CONTROL PURCHASE. In the
     event of any Approved Transaction, Board Change or Control Purchase,
     notwithstanding any

                                      -15-
<Page>

     contrary waiting period, installment period, vesting schedule or
     Restriction Period in any Agreement or in the Plan, unless the applicable
     Agreement provides otherwise: (i) in the case of an Option or SAR, each
     such outstanding Option or SAR granted under the Plan shall become
     exercisable in full in respect of the aggregate number of shares covered
     thereby; (ii) in the case of Restricted Shares, the Restriction Period
     applicable to each such Award of Restricted Shares shall be deemed to have
     expired and all such Restricted Shares, any related Retained Distributions
     and any unpaid Dividend Equivalents shall become vested and any related
     cash amounts payable pursuant to the applicable Agreement shall be adjusted
     in such manner as may be provided in the Agreement; and (iii) in the case
     of Stock Units, each such Award of Stock Units shall become vested in full,
     in each case effective upon the Board Change or Control Purchase or
     immediately prior to consummation of the Approved Transaction. The effect,
     if any, on a Cash Award of an Approved Transaction, Board Change or Control
     Purchase shall be prescribed in the applicable Agreement. Notwithstanding
     the foregoing, unless otherwise provided in the applicable Agreement, the
     Committee may, in its discretion, determine that any or all outstanding
     Awards of any or all types granted pursuant to the Plan will not vest or
     become exercisable on an accelerated basis in connection with an Approved
     Transaction if effective provision has been made for the taking of such
     action which, in the opinion of the Committee, is equitable and appropriate
     to substitute a new Award for such Award or to assume such Award and to
     make such new or assumed Award, as nearly as may be practicable, equivalent
     to the old Award (before giving effect to any acceleration of the vesting
     or exercisability thereof), taking into account, to the extent applicable,
     the kind and amount of securities, cash or other assets into or for which
     the applicable series of Common Stock may be changed, converted or
     exchanged in connection with the Approved Transaction.

     11.2   TERMINATION OF EMPLOYMENT.

            (a)   GENERAL. If a Holder's employment shall terminate prior to an
     Option or SAR becoming exercisable or being exercised (or deemed exercised,
     as provided in Section 7.2) in full, or during the Restriction Period with
     respect to any Restricted Shares or prior to the vesting or complete
     exercise of any Stock Units, then such Option or SAR shall thereafter
     become or be exercisable, such Stock Units to the extent vested shall
     thereafter be exercisable, and the Holder's rights to any unvested
     Restricted Shares, Retained Distributions, unpaid Dividend Equivalents and
     related cash amounts and any such unvested Stock Units shall thereafter
     vest, in each case solely to the extent provided in the applicable
     Agreement; PROVIDED, HOWEVER, that, unless otherwise determined by the
     Committee and provided in the applicable Agreement, (i) no Option or SAR
     may be exercised after the scheduled expiration date thereof; (ii) if the
     Holder's employment terminates by reason of death or Disability, the Option
     or SAR shall remain exercisable for a period of at least one year following
     such termination (but not later than the scheduled expiration of such
     Option or SAR); and (iii) any termination of the Holder's employment for
     cause will be treated in accordance with the provisions of Section 11.2(b).
     The effect on a Cash Award of the termination of a Holder's employment for
     any reason, other than for cause, shall be prescribed in the applicable
     Agreement.

                                      -16-
<Page>

            (b)   TERMINATION FOR CAUSE. If a Holder's employment with the
     Company or a Subsidiary of the Company shall be terminated by the Company
     or such Subsidiary for "cause" during the Restriction Period with respect
     to any Restricted Shares or prior to any Option or SAR becoming exercisable
     or being exercised in full or prior to the vesting or complete exercise of
     any Stock Unit or the payment in full of any Cash Award (for these
     purposes, "cause" shall have the meaning ascribed thereto in any employment
     agreement to which such Holder is a party or, in the absence thereof, shall
     include insubordination, dishonesty, incompetence, moral turpitude, other
     misconduct of any kind and the refusal to perform his duties and
     responsibilities for any reason other than illness or incapacity; PROVIDED,
     HOWEVER, that if such termination occurs within 12 months after an Approved
     Transaction or Control Purchase or Board Change, termination for "cause"
     shall mean only a felony conviction for fraud, misappropriation, or
     embezzlement), then, unless otherwise determined by the Committee and
     provided in the applicable Agreement, (i) all Options and SARs and all
     unvested or unexercised Stock Units and all unpaid Cash Awards held by such
     Holder shall immediately terminate, and (ii) such Holder's rights to all
     Restricted Shares, Retained Distributions, any unpaid Dividend Equivalents
     and any related cash amounts shall be forfeited immediately.

            (c)   MISCELLANEOUS. The Committee may determine whether any given
     leave of absence constitutes a termination of employment; PROVIDED,
     HOWEVER, that for purposes of the Plan, (i) a leave of absence, duly
     authorized in writing by the Company for military service or sickness, or
     for any other purpose approved by the Company if the period of such leave
     does not exceed 90 days, and (ii) a leave of absence in excess of 90 days,
     duly authorized in writing by the Company provided the employee's right to
     reemployment is guaranteed either by statute or contract, shall not be
     deemed a termination of employment. Unless otherwise determined by the
     Committee and provided in the applicable Agreement, Awards made under the
     Plan shall not be affected by any change of employment so long as the
     Holder continues to be an employee of the Company.

     11.3   RIGHT OF COMPANY TO TERMINATE EMPLOYMENT. Nothing contained in the
Plan or in any Award, and no action of the Company or the Committee with respect
thereto, shall confer or be construed to confer on any Holder any right to
continue in the employ of the Company or any of its Subsidiaries or interfere in
any way with the right of the Company or any Subsidiary of the Company to
terminate the employment of the Holder at any time, with or without cause,
subject, however, to the provisions of any employment agreement between the
Holder and the Company or any Subsidiary of the Company.

     11.4   NONALIENATION OF BENEFITS. Except as set forth herein, no right or
benefit under the Plan shall be subject to anticipation, alienation, sale,
assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge,
and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge,
exchange, transfer, encumber or charge the same shall be void. No right or
benefit hereunder shall in any manner be liable for or subject to the debts,
contracts, liabilities or torts of the Person entitled to such benefits.

     11.5   WRITTEN AGREEMENT. Each Award of Options shall be evidenced by a
stock option agreement; each Award of SARs shall be evidenced by a stock
appreciation rights agreement;

                                      -17-
<Page>

each Award of Restricted Shares shall be evidenced by a restricted shares
agreement; each Award of Stock Units shall be evidenced by a stock units
agreement; and each Performance Award shall be evidenced by a performance award
agreement (including a cash award agreement evidencing a Cash Award), each in
such form and containing such terms and provisions not inconsistent with the
provisions of the Plan as the Committee from time to time shall approve;
PROVIDED, HOWEVER, that if more than one type of Award is made to the same
Holder, such Awards may be evidenced by a single Agreement with such Holder.
Each grantee of an Option, SAR, Restricted Shares, Stock Units or Performance
Award (including a Cash Award) shall be notified promptly of such grant, and a
written Agreement shall be promptly executed and delivered by the Company. Any
such written Agreement may contain (but shall not be required to contain) such
provisions as the Committee deems appropriate (i) to insure that the penalty
provisions of Section 4999 of the Code will not apply to any stock or cash
received by the Holder from the Company or (ii) to provide cash payments to the
Holder to mitigate the impact of such penalty provisions upon the Holder. Any
such Agreement may be supplemented or amended from time to time as approved by
the Committee as contemplated by Section 11.7(b).

     11.6   DESIGNATION OF BENEFICIARIES. Each Person who shall be granted an
Award under the Plan may designate a beneficiary or beneficiaries and may change
such designation from time to time by filing a written designation of
beneficiary or beneficiaries with the Committee on a form to be prescribed by
it, provided that no such designation shall be effective unless so filed prior
to the death of such Person.

     11.7   TERMINATION AND AMENDMENT.

            (a)   GENERAL. Unless the Plan shall theretofore have been
     terminated as hereinafter provided, no Awards may be made under the Plan on
     or after the tenth anniversary of the Effective Date. The Plan may be
     terminated at any time prior to the tenth anniversary of the Effective Date
     and may, from time to time, be suspended or discontinued or modified or
     amended if such action is deemed advisable by the Committee.

            (b)   MODIFICATION. No termination, modification or amendment of the
     Plan may, without the consent of the Person to whom any Award shall
     theretofore have been granted, adversely affect the rights of such Person
     with respect to such Award. No modification, extension, renewal or other
     change in any Award granted under the Plan shall be made after the grant of
     such Award, unless the same is consistent with the provisions of the Plan.
     With the consent of the Holder and subject to the terms and conditions of
     the Plan (including Section 11.7(a)), the Committee may amend outstanding
     Agreements with any Holder, including any amendment which would (i)
     accelerate the time or times at which the Award may be exercised and/or
     (ii) extend the scheduled expiration date of the Award. Without limiting
     the generality of the foregoing, the Committee may, but solely with the
     Holder's consent unless otherwise provided in the Agreement, agree to
     cancel any Award under the Plan and grant a new Award in substitution
     therefor, provided that the Award so substituted shall satisfy all of the
     requirements of the Plan as of the date such new Award is made. Nothing
     contained in the foregoing provisions of this Section 11.7(b) shall be
     construed to prevent the

                                      -18-
<Page>

     Committee from providing in any Agreement that the rights of the Holder
     with respect to the Award evidenced thereby shall be subject to such rules
     and regulations as the Committee may, subject to the express provisions of
     the Plan, adopt from time to time or impair the enforceability of any such
     provision.

     11.8   GOVERNMENT AND OTHER REGULATIONS. The obligation of the Company with
respect to Awards shall be subject to all applicable laws, rules and regulations
and such approvals by any governmental agencies as may be required, including
the effectiveness of any registration statement required under the Securities
Act of 1933, and the rules and regulations of any securities exchange or
association on which the Common Stock may be listed or quoted. For so long as
any series of Common Stock are registered under the Exchange Act, the Company
shall use its reasonable efforts to comply with any legal requirements (i) to
maintain a registration statement in effect under the Securities Act of 1933
with respect to all shares of the applicable series of Common Stock that may be
issued to Holders under the Plan and (ii) to file in a timely manner all reports
required to be filed by it under the Exchange Act.

     11.9   WITHHOLDING. The Company's obligation to deliver shares of Common
Stock or pay cash in respect of any Award under the Plan shall be subject to
applicable federal, state and local tax withholding requirements. Federal, state
and local withholding tax due at the time of an Award, upon the exercise of any
Option or SAR or upon the vesting of, or expiration of restrictions with respect
to, Restricted Shares or Stock Units or the satisfaction of the Performance
Objectives applicable to a Performance Award, as appropriate, may, in the
discretion of the Committee, be paid in shares of the applicable series of
Common Stock already owned by the Holder or through the withholding of shares
otherwise issuable to such Holder, upon such terms and conditions (including the
conditions referenced in Section 6.5) as the Committee shall determine. If the
Holder shall fail to pay, or make arrangements satisfactory to the Committee for
the payment to the Company of, all such federal, state and local taxes required
to be withheld by the Company, then the Company shall, to the extent permitted
by law, have the right to deduct from any payment of any kind otherwise due to
such Holder an amount equal to any federal, state or local taxes of any kind
required to be withheld by the Company with respect to such Award.

     11.10  NONEXCLUSIVITY OF THE PLAN. The adoption of the Plan by the Board
shall not be construed as creating any limitations on the power of the Board to
adopt such other incentive arrangements as it may deem desirable, including the
granting of stock options and the awarding of stock and cash otherwise than
under the Plan, and such arrangements may be either generally applicable or
applicable only in specific cases.

     11.11  EXCLUSION FROM PENSION AND PROFIT-SHARING COMPUTATION. By acceptance
of an Award, unless otherwise provided in the applicable Agreement, each Holder
shall be deemed to have agreed that such Award is special incentive compensation
that will not be taken into account, in any manner, as salary, compensation or
bonus in determining the amount of any payment under any pension, retirement or
other employee benefit plan, program or policy of the Company or any Subsidiary
of the Company. In addition, each beneficiary of a deceased Holder shall be
deemed to have agreed that such Award will not affect the amount of any life
insurance coverage, if any, provided by the Company on the life of the Holder
which is payable to such

                                      -19-
<Page>

beneficiary under any life insurance plan covering employees of the Company or
any Subsidiary of the Company.

     11.12  UNFUNDED PLAN. Neither the Company nor any Subsidiary of the Company
shall be required to segregate any cash or any shares of Common Stock which may
at any time be represented by Awards, and the Plan shall constitute an
"unfunded" plan of the Company. Except as provided in Article VIII with respect
to Awards of Restricted Shares and except as expressly set forth in an
Agreement, no employee shall have voting or other rights with respect to the
shares of Common Stock covered by an Award prior to the delivery of such shares.
Neither the Company nor any Subsidiary of the Company shall, by any provisions
of the Plan, be deemed to be a trustee of any shares of Common Stock or any
other property, and the liabilities of the Company and any Subsidiary of the
Company to any employee pursuant to the Plan shall be those of a debtor pursuant
to such contract obligations as are created by or pursuant to the Plan, and the
rights of any employee, former employee or beneficiary under the Plan shall be
limited to those of a general creditor of the Company or the applicable
Subsidiary of the Company, as the case may be. In its sole discretion, the Board
may authorize the creation of trusts or other arrangements to meet the
obligations of the Company under the Plan, PROVIDED, HOWEVER, that the existence
of such trusts or other arrangements is consistent with the unfunded status of
the Plan.

     11.13  GOVERNING LAW. The Plan shall be governed by, and construed in
accordance with, the laws of the State of Delaware.

     11.14  ACCOUNTS. The delivery of any shares of Common Stock and the payment
of any amount in respect of an Award shall be for the account of the Company or
the applicable Subsidiary of the Company, as the case may be, and any such
delivery or payment shall not be made until the recipient shall have paid or
made satisfactory arrangements for the payment of any applicable withholding
taxes as provided in Section 11.9.

     11.15  LEGENDS. Each certificate evidencing shares of Common Stock subject
to an Award shall bear such legends as the Committee deems necessary or
appropriate to reflect or refer to any terms, conditions or restrictions of the
Award applicable to such shares, including any to the effect that the shares
represented thereby may not be disposed of unless the Company has received an
opinion of counsel, acceptable to the Company, that such disposition will not
violate any federal or state securities laws.

     11.16  COMPANY'S RIGHTS. The grant of Awards pursuant to the Plan shall not
affect in any way the right or power of the Company to make reclassifications,
reorganizations or other changes of or to its capital or business structure or
to merge, consolidate, liquidate, sell or otherwise dispose of all or any part
of its business or assets.

     11.17  SECTION 409A. Notwithstanding anything in this Plan to the contrary,
if any Plan provision or Award under the Plan would result in the imposition of
an additional tax under Code Section 409A and related regulations and United
States Department of the Treasury pronouncements ("Section 409A"), that Plan
provision or Award will be reformed to avoid

                                      -20-
<Page>

imposition of the applicable tax and no action taken to comply with Section 409A
shall be deemed to adversely affect the Holder's rights to an Award.

                                      -21-