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                                                                     EXHIBIT 4.5


                         HUTTIG BUILDING PRODUCTS, INC.

                            2001 STOCK INCENTIVE PLAN


1.       PURPOSE AND ADOPTION OF THE PLAN

         The purpose of the Huttig Buildings Products, Inc. 2001 Stock Incentive
Plan (as the same may be amended from time to time, the "Plan") is (i) to
attract and retain key employees of Huttig Building Products, Inc., a Delaware
corporation (the "Company"), and its Subsidiaries (as defined below) who are and
will be contributing to the success of the business; (ii) to motivate and reward
key employees who have made significant contributions to the success of the
Company and encourage them to continue to give their best efforts to its future
success; (iii) to provide competitive incentive compensation opportunities; and
(iv) to further opportunities for stock ownership by such key employees in order
to increase their proprietary interest in the Company and their personal
interest in its continued success.

         The Plan has been approved by the Board of Directors of the Company
(the "Board") to be effective as of December 3, 2001 (the "Effective Date"). The
Plan shall remain in effect until terminated by action of the Board.


2.       DEFINITIONS

         For the purposes of this Plan, capitalized terms shall have the
following meanings:

         (a) "Award" means any grant to a Participant of one or a combination of
Non-Qualified Stock Options described in Section 6 and Restricted Shares
described in Section 8.

         (b) "Award Agreement" means a written agreement between the Company and
a Participant or a written notice or certificate from the Company to a
Participant specifically setting forth the terms and conditions of an Award
granted under the Plan.

         (c) "Beneficiary" means an individual, trust or estate who or which, by
a written designation of the Participant filed with the Company or by operation
of law, succeeds to the rights and obligations of the Participant under the Plan
and an Award Agreement upon the Participant's death.

         (d) "Board" shall have the meaning given to such term in Section 1(b).

         (e) "Change in Control" means the first to occur of the following
events after the Effective Date: (i) the first purchase of shares pursuant to a
tender offer or exchange offer (other

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than a tender offer or exchange offer by the Company) for all or part of the
Company's Common Stock or any securities convertible into such Common Stock,
(ii) the receipt by the Company of a Schedule 13D or other advice indicating
that a person is the "beneficial owner" (as that term is defined in Rule 13d-3
under the Exchange Act) of 20% or more of the Company's Common Stock calculated
as provided in paragraph (d) of said Rule 13d-3, (iii) the date of consummation
of any Merger of the Company in which the Company will not be the continuing or
surviving corporation or pursuant to which shares of Common Stock of the Company
would be converted into cash, securities or other property, other than a Merger
of the Company in which the holders of Common Stock of the Company immediately
prior to the Merger would own more than 50% of the common stock of the surviving
corporation immediately after the Merger, (iv) the date of consummation of any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all the assets of the Company, (v)
the adoption of any plan or proposal for the liquidation (but not a partial
liquidation) or dissolution of the Company, or (vi) the date upon which the
individuals who constitute the Board as of the Effective Date (the "Incumbent
Board") cease for any reason to constitute at least a majority of the Board,
provided that any person becoming a director subsequent to such date whose
election, or nomination for election by the Company's stockholders, was approved
by a vote of at least three-quarters of the directors comprising the Incumbent
Board (other than an election or nomination of an individual whose initial
assumption of office is in connection with an actual or threatened election
contest relating to the election of the Directors of the Company) shall, for
purposes of this Plan, be considered as though such person were a member of the
Incumbent Board.

         (f) "Code" means the Internal Revenue Code of 1986, as amended.
References to a section of the Code include that section and any comparable
section or sections of any future legislation that amends, supplements or
supersedes said section.

         (g) "Committee" means the Organization and Compensation Committee of
the Board or such other committee composed of at least three members of the
Board as may be designated by the Board from time to time or, if there shall be
no such Committee, the Board.

         (h) "Company" shall have the meaning given to such term in Section 1.

         (i) "Common Stock" means Common Stock, par value $.01 per share, of the
Company.

         (j) "Date of Grant" means the date as of which the Committee grants an
Award. If the Committee contemplates an immediate grant to a Participant, the
Date of Grant shall be the date of the Committee's action. If the Committee
contemplates a date on which the grant is to be made other than the date of the
Committee's action, the Date of Grant shall be the date so contemplated and set
forth in or determinable from the records of action of the Committee; provided,
however, that the Date of Grant shall not precede the date of the Committee's
action.

         (k) "Effective Date" shall have the meaning given to such term in
Section 1.

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


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         (m) "Fair Market Value" means, as of any applicable date, for all
purposes in this Plan, the average of the high and low sales prices of the
Common Stock on the New York Stock Exchange-Composite Transactions Tape on such
date, or if no sale of stock has been recorded on such date, then on the next
preceding date on which a sale was so made. In the event the Common Stock is not
admitted to trade on a securities exchange, the Fair Market Value as of any
given date shall be as determined in good faith by the Committee.

         (n) "Incentive Stock Option" means a stock option within the meaning of
Section 422 of the Code.

         (o) "Merger" means any merger, reorganization, consolidation, share
exchange, transfer of assets or other transaction having similar effect
involving the Company.

         (p) "Non-Qualified Stock Option" means a stock option which is not an
Incentive Stock Option.

         (q) "Options" means all Non-Qualified Stock Options granted at any time
under the Plan.

         (r) "Participant" means a person designated to receive an Award under
the Plan in accordance with Section 5.

         (s) "Permanent Disability" means a physical or mental disability or
infirmity that prevents the performance of a Participant's services for the
Company and its Subsidiaries lasting (or likely to last, based on competent
medical evidence presented to the Committee) for a period of six months or
longer. The Committee's reasoned and good faith judgment of Permanent Disability
shall be final and shall be based on such competent medical evidence as shall be
presented to it by such Participant or by any physician or group of physicians
or other competent medical expert employed by the Participant or the Company to
advise the Committee.

         (t) "Plan" shall have the meaning given to such term in Section 1(a).

         (u) "Purchase Price," with respect to Options, shall have the meaning
set forth in Section 6(b).

         (v) "Restricted Shares" means Common Stock subject to restrictions
imposed in connection with Awards granted under Section 8.

         (w) "Retirement" means a Participant's retirement at or after age 65.

         (x) "Subsidiary" means a subsidiary of the Company within the meaning
of Section 424(f) of the Code.

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3.       ADMINISTRATION

         (a) This Plan shall be administered by the Committee; provided,
however, if any member of the Committee does not meet the qualifications for a
"non-employee director" established from time to time by rules or regulations of
the Securities and Exchange Commission under Section 16 of the Exchange Act, the
remaining members of the Committee (but not less than two) shall administer the
Plan. The Committee shall have the sole discretionary authority to interpret the
Plan, to establish and modify administrative rules for the Plan, to impose such
conditions and restrictions on Awards as it determines appropriate, and to take
such steps in connection with the Plan and Awards granted hereunder as it may
deem necessary or advisable. No member of the Committee shall be eligible to
participate in, and no person shall become a member of the Committee if within
one year prior thereto he or she shall have been eligible to participate in this
Plan or any other plan of the Company or its Subsidiaries (other than the Huttig
Building Products, Inc. 1999 Non-Employee Director Restricted Stock Plan)
entitling the participants therein to acquire stock, stock options, stock
appreciation rights or restricted stock of the Company or its Subsidiaries.
Decisions of the Committee in connection with the administration of the Plan
shall be final, conclusive and binding upon all parties, including the Company,
its stockholders and the Participants.

         (b) The Committee may employ attorneys, consultants, accountants or
other persons and the Committee and the Company and its officers and directors
shall be entitled to rely upon the advice, opinions or valuations of any such
persons. All usual and reasonable expenses of the Committee shall be paid by the
Company. No Committee member shall receive compensation with respect to his or
her services for the Committee except as may be authorized by the Board. All
actions taken and all interpretations and determinations made by the Committee
in good faith shall be final and binding upon all employees who have received
awards, the Company and all other interested persons. No member of the Committee
shall be personally liable for any action, determination or interpretations
taken or made in good faith with respect to this Plan or Awards made hereunder,
and all members of the Committee shall be fully indemnified and protected by the
Company in respect of any such action, determination or interpretation.

4.       SHARES

         (a) The total number of shares of Common Stock authorized to be issued
under the Plan shall not exceed in the aggregate 500,000 shares. The number of
shares available for issuance under the Plan shall be subject to adjustment in
accordance with Section 9. The shares to be offered under the Plan shall be
limited solely to issued shares of Common Stock which will have been reacquired
by the Company, including shares purchased in the open market.

         (b) Subject to the provisions of Section 6(d), any shares subject to an
Option granted under this Plan that expires or is terminated for any reason
without having been exercised in full, shares of Common Stock forfeited as
provided in Section 8(h) and shares of Common Stock subject to any Award that
are otherwise surrendered by a Participant or terminated shall continue


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to be available for future grants under this Plan. If any shares of Common Stock
are withheld from those otherwise issuable or are tendered to the Company, by
attestation or otherwise, in connection with the exercise of an Option, only the
net number of shares of Common Stock issued as a result of such exercise shall
be deemed delivered for purposes of determining the maximum number of shares
available for delivery under the Plan.

5.       PARTICIPATION

         Participants in the Plan shall be such key employees of the Company and
its Subsidiaries as the Committee, in its sole discretion, may designate from
time to time. For purposes of the Plan, "key employees" shall mean officers as
well as other employees (including officers and other employees who are also
directors of the Company or any Subsidiary) designated by the Committee in its
discretion upon the recommendation of management, but shall not include any
employee who, assuming the full exercise of such Option, would own more than 10%
of the combined voting power of all classes of stock of the Company or any
Subsidiary. Options under the Plan shall only be Non-Qualified Stock Options and
not Incentive Stock Options. Awards granted hereunder shall be evidenced by
Award Agreements in such form as the Committee shall approve, which Agreements
shall comply with and be subject to the terms and conditions of this Plan.

6.       GRANT AND EXERCISE OF STOCK OPTIONS

         (a) The purchase price of each share of Common Stock upon exercise of
any Options granted under the Plan shall not be less than 100% of the Fair
Market Value of the stock on the date the Options are granted (the "Purchase
Price").

         (b) Except as otherwise permitted by the Committee or otherwise
provided in an Award Agreement, each Option granted under this Plan shall be
exercisable in whole or in part (in lots of ten shares or any multiple thereof)
from time to time beginning from the date the Option is granted, subject to the
provision that an Option may not be exercised by the Participant, except as
provided in Section 6(g) or Section 7, (i) more than 90 days after the
termination of the Participant's employment by the Company or a Subsidiary or
more than 10 years from the Date of Grant, whichever period is shorter, or (ii)
prior to the expiration of one year from the Date of Grant; provided further,
that, unless otherwise determined by the Committee, the Option may not be
exercised in excess of 50% of the total shares subject to such Option during the
second year after the Date of Grant, 75% during the third year, and 100%
thereafter.

         (c) The Purchase Price of the shares purchased upon the exercise of an
Option shall be paid in full at the time of exercise in cash or, in whole or in
part, by tendering (either actually or by attestation) shares of Common Stock.
The value of each share of Common Stock delivered in payment of all or part of
the Purchase Price upon the exercise of an Option shall be the Fair Market Value
of the Common Stock on the date the Option is exercised. Exercise of Options

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shall also be permitted, if approved by the Committee, in accordance with a
cashless exercise program under which, if so instructed by a Participant, shares
of Common Stock may be issued directly to the Participant's broker or dealer
upon receipt of an irrevocable written notice of exercise from the Participant.

         (d) The Committee, upon such terms and conditions as it shall deem
appropriate, may (but shall not be obligated to) authorize on behalf of the
Company the acceptance of the surrender of the right to exercise an Option or a
portion thereof (but only to the extent and in the amounts that such Option
shall then be exercisable) and the payment by the Company therefor of an amount
equal to the excess of the Fair Market Value on the date of surrender of the
shares of Common Stock covered by such Option or portion thereof over the
aggregate option price of such shares. Such payment shall be made in shares of
Common Stock (valued at such Fair Market Value) or in cash, or partly in cash
and partly in shares of Common Stock, as the Committee shall determine. The
shares of Common Stock covered by any Option or portion thereof, as to which the
right to exercise shall have been so surrendered, shall not again be available
for the purposes of this Plan.

         (e) Each Option granted under this Plan shall not be transferable by
the Participant otherwise than by will or the laws of descent and distribution,
and shall be exercisable, during the Participant's lifetime, only by the
Participant. Notwithstanding the foregoing, Non-Qualified Stock Options may be
transferable, without payment of consideration, to immediate family members of
the Participant or to trusts or partnerships for the benefit of such family
members.

         (f) The Company, in its sole discretion, shall have the right (but
shall not in any case be obligated) to withhold shares issuable upon the
exercise of an Option granted hereunder sufficient to pay, or to require a
Participant to pay to the Company, the cash amount of any taxes which the
Company is required to withhold upon the exercise of an Option granted
hereunder, provided that anything contained herein to the contrary
notwithstanding, the Committee may, in accordance with such rules as it may
adopt, accept shares of Common Stock received in connection with the exercise of
the Option being taxed or otherwise previously acquired in satisfaction of any
withholding requirements or up to the entire tax liability arising from the
exercise of such Option.

         (g) The Committee, in its sole discretion, shall have the right (but
shall not in any case be obligated), exercisable at any time after the Date of
Grant, to permit the exercise of any Option prior to the time such Option would
otherwise become exercisable under the terms of the Award Agreement.

         (h) The Committee shall have the authority to specify, either at the
time of grant of an Option or at a later date, that upon exercise of all or a
portion of that Option (the "Original Option") a reload stock option ("Reload
Option") shall be granted under specified conditions. A Reload Option shall
entitle the Participant to purchase a number of shares equal to the shares
delivered in payment of all or part of the exercise price of the Original Option
pursuant to Section 6(c) plus the shares delivered or withheld to satisfy the
tax liability associated with such exercise pursuant to Section 6(g). The
specific terms and conditions applicable for Reload

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Options shall be determined by the Committee and shall be set forth in rules
adopted by the Committee or in agreements or other documentation evidencing such
Reload Options; provided, however, that (i) the exercise price of the Reload
Option shall be the Fair Market Value of the Common Stock at the Date of Grant,
(ii) the Reload Option shall not be exercisable, except as provided in Section
6(g) or Section 7, earlier than six months after its Date of Grant, and (iii)
the expiration date of the Reload Option shall not be later than the expiration
date of the Original Option.

7.       EXERCISE OF OPTIONS UPON TERMINATION OF EMPLOYMENT

         (a) If a Participant shall retire or shall cease to be employed by the
Company or by a Subsidiary by reason of Permanent Disability or after a Change
in Control, all Options theretofore granted to such Participant, whether or not
previously exercisable, may be exercised in whole or in part, and/or the
Committee may authorize the acceptance of the surrender of the right to exercise
such Options or any portion thereof as provided in Section 6(d), at any time
within 90 days after such Retirement, termination by reason of Permanent
Disability, or termination after a Change in Control (or such longer period as
may be permitted by the Committee), but not after the expiration of the term of
the Option.

         (b) If a Participant shall die while employed by the Company or by a
Subsidiary or within 90 days of the cessation or termination of such employment
under circumstances described in Section 7(a) (or such longer period as may be
permitted by the Committee), all Options theretofore granted to such
Participant, whether or not previously exercisable, may be exercised in whole or
in part, and/or the Committee may authorize the acceptance of the surrender of
the right to exercise such Options or any portion thereof as provided in Section
6(d), by the estate of such Participant (or by a person who shall have acquired
the right to exercise such Option by bequest or inheritance), at any time within
one year after the death of such Participant but not after the expiration of the
term of the Option.

         (c) If a Participant's employment is terminated for any reason other
than death, disability or retirement or after a Change in Control, such
Participant may exercise any Option in whole or in part, at any time within 90
days after such termination of employment, but only to the extent such Option is
exercisable at the date of termination in accordance with Section 6(b). In no
event may any Option be exercised after the expiration of the term of the
Option.

8.       GRANT OF RESTRICTED SHARES

         (a) The Committee may grant to any Participant an Award of such number
of shares of Common Stock on such terms, conditions and restrictions, whether
based on performance standards, periods of service, retention by the Participant
of ownership of specified shares of Common Stock or other criteria, as the
Committee shall establish. The terms of any Restricted Share Award granted under
this Plan shall be set forth in an Award Agreement which shall

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contain provisions determined by the Committee and not inconsistent with this
Plan and may include awards granted under the Huttig Building Products, Inc. EVA
Incentive Compensation Plan, in accordance with Section 7(b) thereunder.

         (b) As soon as practicable after the Date of Grant of a Restricted
Share Award by the Committee, the Company shall cause to be transferred on the
books of the Company or its agent, shares of Common Stock, registered on behalf
of the Participant, evidencing the Restricted Shares covered by the Award,
subject to forfeiture to the Company as of the Date of Grant if an Award
Agreement with respect to the Restricted Shares covered by the Award is not duly
executed by the Participant and timely returned to the Company. All shares of
Common Stock covered by Awards under this Section 8 shall be subject to the
restrictions, terms and conditions contained in the Plan and the applicable
Award Agreements entered into by the appropriate Participants. Until the lapse
or release of all restrictions applicable to an Award of Restricted Shares the
share certificates representing such Restricted Shares may be held in custody by
the Company, its designee, or, if the certificates bear a restrictive legend, by
the Participant. Upon the lapse or release of all restrictions with respect to
an Award as described in Section 8(e), one or more share certificates,
registered in the name of the Participant, for an appropriate number of shares
as provided in Section 8(e), free of any restrictions set forth in the Plan and
the related Award Agreement shall be delivered to the Participant.

         (c) Beginning on the Date of Grant of a Restricted Share Award and
subject to execution of the related Award Agreement as provided in Section 8(b),
and except as otherwise provided in such Award Agreement, the Participant shall
become a stockholder of the Company with respect to all shares subject to the
Award Agreement and shall have all of the rights of a stockholder, including,
but not limited to, the right to vote such shares and the right to receive
dividends; provided, however, that any shares of Common Stock or other
securities distributed as a dividend or otherwise with respect to any Restricted
Shares as to which the restrictions have not yet lapsed, shall be subject to the
same restrictions as such Restricted Shares and held or restricted as provided
in Section 8(b).

         (d) None of the Restricted Shares may be assigned or transferred (other
than by will or the laws of descent and distribution or to an inter vivos trust
with respect to which the Participant is treated as the owner under Sections 671
through 677 of the Code), pledged or sold prior to the lapse of the restrictions
applicable thereto.

         (e) Upon expiration or earlier termination of the forfeiture period
without a forfeiture and the satisfaction of or release from any other
conditions prescribed by the Committee, or at such earlier time as provided
under the provisions of Section 8(i), the restrictions applicable to the
Restricted Shares shall lapse. As promptly as administratively feasible
thereafter, subject to the requirements of Section 8(k), the Company shall
deliver to the Participant or, in case of the Participant's death, to the
Participant's Beneficiary, one or more share certificates for the appropriate
number of shares of Common Stock, free of all such restrictions, except for any
restrictions that may be imposed by law.

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         (f) A Participant's Restricted Share Award shall not be contingent on
any payment by or consideration from the Participant other than the rendering of
services.

         (g) The Committee will have the discretion, as to any Restricted Share
Award, to award a separate cash amount, payable to the Participant at the time
when the forfeiture restrictions on the Restricted Shares lapse or at such
earlier time as the Participant may elect to be taxed with respect to such
Restricted Shares equal to (i) the federal income tax and the Section 4999
golden parachute excise tax, if any, payable with respect to the lapse of such
restrictions or with respect to such election, divided by (ii) one (1) minus the
total effective federal income and excise tax rate applicable as a result of the
lapse of such restrictions or a result of such election.

         (h) Subject to Sections 8(i) and 8(j), Restricted Shares shall be
forfeited and returned to the Company and all rights of the Participant with
respect to such Restricted Shares shall terminate unless the Participant
continues in the service of the Company or a Subsidiary until the expiration of
the forfeiture period for such Restricted Shares and satisfies any and all other
conditions set forth in the Award Agreement. The Committee shall determine the
forfeiture period (which may, but need not, lapse in installments) and any other
terms and conditions applicable with respect to any Restricted Share Award.

         (i) Notwithstanding anything contained in this Section 8 to the
contrary, the Committee may, in its sole discretion, waive the forfeiture period
and any other conditions set forth in any Award Agreement under appropriate
circumstances (including the death, disability or Retirement of the Participant
or a material change in circumstances arising after the date of an Award) and
subject to such terms and conditions (including forfeiture of a proportionate
number of the Restricted Shares) as the Committee shall deem appropriate.

         (j) Unless otherwise provided by the Committee in the applicable Award
Agreement, in the event of a Change in Control, all restrictions applicable to
the Restricted Share Award shall terminate fully and the Participant shall
immediately have the right to the delivery of share certificates for such shares
in accordance with Section 8(e).

         (k) The Company shall have the right (but shall not in any case be
obligated), in its sole discretion, to withhold shares required to be delivered
upon expiration of restrictions sufficient to pay, or to require a Participant
to pay to the Company, the cash amount of any taxes which the Company is
required to withhold with respect to any amount payable and/or shares issuable
under such Participant's Award. The Company may defer payment of cash or
issuance of shares upon exercise or vesting of an Award unless indemnified to
its satisfaction against any liability for any such tax. The amount of such
withholding or tax payment shall be determined by the Committee and shall be
payable by the Participant at such time as the Committee determines.

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9.       ADJUSTMENTS TO REFLECT CAPITAL CHANGES

         In the event that there is an increase in the number of issued shares
of the Common Stock by reason of any stock dividend, stock split,
recapitalization or other similar event, the total number of shares available
for Awards under the Plan and the number of shares remaining subject to purchase
under each outstanding Option shall be increased and the price per share of such
outstanding Options shall be decreased, in proportion to such increase in issued
shares. Conversely, in case the issued shares of Common Stock shall be combined
into a smaller number of shares, the total number of shares available for Awards
under the Plan and the number of shares remaining subject to purchase under each
outstanding Option shall be decreased and the price per share of such
outstanding Options shall be increased, in proportion to such decrease in issued
shares. In the event of any Merger, the Committee may make such adjustment in
the shares available for Awards under the Plan and the shares subject to
outstanding Awards and the price thereof, if applicable, as the Committee, in
its sole discretion, deems appropriate. In the event of an exchange of Common
Stock, or other securities of the Company convertible into Common Stock, for the
stock or securities of another corporation, the Committee may, in its sole
discretion, equitably substitute such new stock or securities for a portion or
all of the shares of Common Stock subject to outstanding Awards.

10.      AMENDMENT AND TERMINATION

         This Plan may be amended or terminated at any time by the Board except
with respect to any Awards then outstanding, and any Award granted under this
Plan may be terminated at any time with the consent of the Participant. The
Board may make such changes in and additions to this Plan as it may deem proper
and in the best interest of the Company; provided, however, that no such action
shall, without the consent of the Participant, materially impair any Award
theretofore granted under this Plan.

11.      GENERAL PROVISIONS

         (a) Each Option granted under this Plan shall be evidenced by a written
Award Agreement containing such terms and conditions as the Committee may
require, and no person shall have any rights under any Award granted under this
Plan unless and until such agreement has been executed and delivered by the
Company and, if required by the Committee, by the Participant.

         (b) In the event of any conflict between the terms of this Plan and any
provision of any Option agreement, the terms of this Plan shall be controlling.

         (c) No Participant or other person shall have any claim of right to be
granted an Award under the Plan. Neither the Plan nor any action taken hereunder
shall be construed as giving any Participant any right to be retained in the
employ of the Company or any of its Subsidiaries.

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Unless otherwise agreed by contract, the Company reserves the right to terminate
its employment relationship with any person at any time and for any reason.

         (d) Income realized as a result of a grant or an exercise of any Award
under this Plan shall not be included in the Participant's earnings for the
purpose of any benefit plan in which the Participant may be enrolled or for
which the Participant may become eligible unless otherwise specifically provided
for in such plan.

         (e) The obligation of the Company to sell and deliver shares of Common
Stock with respect to any Award granted hereunder shall be subject to, as deemed
necessary or appropriate by counsel for the Company, (i) all applicable laws,
rules and regulations and such approvals by any governmental agencies as may be
required, including, without limitation, the effectiveness of a registration
statement under the Securities Act of 1933, and (ii) the condition that such
shares shall have been duly listed on such stock exchanges as the Common Stock
is then listed.

         (f) Anything in this Plan to the contrary notwithstanding, it is
expressly agreed and understood that if any one or more provisions of this Plan
shall be illegal or invalid such illegality or invalidity shall not invalidate
this Plan or any other provisions thereof, but this Plan shall be effective in
all respects as though the illegal or invalid provisions had not been included.

         (g) All determinations made and actions taken pursuant to the Plan
shall be governed by the laws of the State of Delaware, other than the conflict
of laws provisions thereof, and construed in accordance therewith.

         (h) This Plan shall be unfunded and the Company shall not be required
to segregate any assets that may at any time be represented by Awards under this
Plan. Neither the Company, any of its Subsidiaries, the Committee, nor the Board
shall be deemed to be a trustee of any amounts to be paid under this Plan nor
shall anything contained in this Plan or any action taken pursuant to its
provisions create or be construed to create a fiduciary relationship between the
Company and/or its Subsidiaries, and a Participant. To the extent any person
acquires a right to receive an Award under this Plan, such right shall be no
greater than the right of an unsecured general creditor of the Company.


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