<PAGE>

                                                              EXHIBIT 10.16


                               MSN HOLDINGS, INC.

                              AMENDED AND RESTATED
                    EXECUTIVE INCENTIVE STOCK OWNERSHIP PLAN


SECTION 1. PURPOSES. The purposes of the Amended and Restated Executive
Incentive Stock Ownership Plan (the "Plan") of MSN Holdings, Inc. (the
"Company") are to foster and promote the interests of the Company by (i)
attracting and retaining executive personnel of outstanding ability; (ii)
strengthening the Company's ability to develop and maintain a competent
management team; (iii) motivating executive personnel by means of stock-based
incentives to achieve Company goals; and (iv) providing incentive compensation
opportunities which are competitive with those of competing corporations.

SECTION 2. DEFINITIONS. The following definitions are applicable to the Plan:

        (a) "Affiliate" means any corporation, partnership, association, joint
venture or other business entity in which the Company, directly or indirectly,
participates (whether through stock ownership, by contract, through the power to
appoint key personnel or otherwise) in decisions regarding the management
thereof or the production or marketing of products or services produced or sold
thereby.

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

        (c) "Employee" means a full-time salaried employee of the Company or any
Operating Unit.

        (d) "Fair Market Value" means

                (i) If the Common Stock is traded on the over-the-counter
market, the mean between the bid and the asked price for the Common Stock at the
close of trading for such date;

                (ii) If the Common Stock is listed on a national securities
exchange, or is traded on the NASDAQ National Market System or the NASDAQ Small
Cap Market, the closing price of the Common Stock on the Composite Tape or as
otherwise officially reported for such date; and

                (iii) If the Common Stock is not traded on the over-the-counter
market, the NASDAQ National Market System, the NASDAQ Small Cap Market or listed
on a national securities exchange, the Fair Market Value shall be determined
according to the following procedure:

                        (A) The Board of Directors of the Company (excluding the
                Grantee, if a member of the Board of Directors) and Grantee
                shall negotiate in good faith in an effort to reach an agreement
                upon the Fair Market Value of the Common Stock for a period of
                ten days beginning at

<PAGE>


                any time following the event that requires a determination of
                the Fair Market Value.

                        (B) If the Board of Directors and the Grantee are unable
                to reach agreement under the foregoing subsection (A), the Fair
                Market Value of the Common Stock shall be determined by
                appraisal. Within 15 days after the expiration of the ten-day
                period in subsection (A) above, the Board of Directors and the
                Grantee shall each elect as an appraiser (together, the
                "Selected Appraisers") who shall be a senior member of the
                American Society of Appraisers experienced in the appraisal of
                companies or an investment banker who is an NASD member and is
                experienced in the appraisal of companies. The Selected
                Appraisers shall establish the Fair Market Value of the Common
                Stock. Such Fair Market Value of the Common Stock shall be
                calculated with no discount for minority interests, lack of
                marketability or lack of control thereof. Each Selected
                Appraiser shall render its appraisal within 20 days after its
                appointment hereunder. In the event that either Selected
                Appraiser fails to render an appraisal within such 20-day
                period, the first appraisal rendered shall be conclusive. In the
                event that the values determined by the Selected Appraisers
                differ by less than 10% of the higher value, the Fair Market
                Value of the Common Stock shall be the average of the appraisals
                made by each of the Selected Appraisers. In the event that the
                values differ by 10% or more of the higher value, the Selected
                Appraisers shall within ten days select a third appraiser (the
                "Neutral Appraiser") to conduct an appraisal under the standards
                set forth herein. The Neutral Appraiser shall render an
                appraisal within 20 days of its appointment hereunder. The Fair
                Market Value of the Common Stock shall be equal to the appraisal
                made by the Neutral Appraiser if such appraisal is between the
                two appraisals made by the Selected Appraisers or, if such
                appraisal by the Neutral Appraiser is not between the two
                appraisals made by the Selected Appraisers, then the Fair Market
                Value of the Common Stock shall be that one of the two
                appraisals made by the Selected Appraisers that is closer to the
                appraisal made by the Neutral Appraiser. All appraisals
                delivered pursuant to this subsection shall be in writing and
                signed by the appraiser. The fees, costs and expenses of the
                Selected Appraisers and Neutral Appraiser will be borne by the
                Company. The determination of Fair Market Value shall be
                conclusive, final and binding on all parties and shall be
                enforceable in any court having any jurisdiction over a
                proceeding brought to seek enforcement.

        (e) "Grantee" means a Director of the Company or an Employee who is
selected by the Committee to receive an award under the Plan based on its
exclusive judgment. In exercising its judgment, the Committee may consider
recommendations made by the chief executive officer of the Company.

        (f) "Operating Unit" means any division, group, subsidiary or Affiliate
of the Company which is designated by the Board of Directors to constitute an
Operating Unit.


                                       2
<PAGE>


        (g) "Restricted Share Award" means the issuance of forfeitable Common
Stock pursuant to Section 9 of the Plan.

        (h) "Normal Retirement" means retirement on the first day of the month
coinciding with or next following a Grantee's 65th birthday.

        (i) "Total Disability" means accidental bodily injury or sickness which
wholly and continuously disables a Grantee. All determinations of Total
Disability made by the Company pursuant to the Company's Pension Plan shall be
determinative of Total Disability under the Plan.

        (j) "Change in Control" means any replacement of 50% or more of the
directors of the Company which follows and is directly or indirectly a result of
any one or more of the following:

                (i) a cash tender offer or exchange offer for the Company's
Common Stock;

                (ii) a solicitation of proxies other than by the Company's
management or Board of Directors;

                (iii) acquisition of beneficial ownership of shares having 25%
or more of the total number of votes that may be cast for the election of
directors of the Company by a third party or a "group" as defined in Section
13(d) of the Securities Exchange Act of 1934, for the purpose of changing
control of the Company; or

                (iv) any merger, business combination, sale of assets, or other
extraordinary corporate transaction undertaken for the purpose of changing
control of the Company.

        (k) "For Cause" means (i) the termination of the Employee because of the
willful and continued failure of the Employee to perform duties as assigned
(except any such failure resulting from illness or for Good Reason), (ii) the
permanent mental or physical disability of the Employee such that the Employee
is unable to perform the Employee's duties for a period of at least six
consecutive months, as determined by a licensed physician, (iii) the conviction
or indictment of the Employee of (a) a felony or (b) any misdemeanor involving
moral turpitude, deceit, dishonesty or fraud, or (iv) dishonest statements or
acts of the Employee with respect to the Company. For purposes of this section,
the phrase "willful and continued failure of the Employee to perform duties"
shall not be construed to mean failure of the Employee to achieve any
performance objectives of the Company, so long as the Employee is otherwise
performing in good faith.

SECTION 3. ADMINISTRATION. The Plan shall be administered under the direction of
a committee of the Board of Directors (the "Committee"). The Committee shall
have sole and complete authority to (i) select the Grantees; (ii) determine the
size of the awards to be made under the Plan, subject to Section 5 of the Plan;
and (iii) establish from time to time regulations for the administration of the
Plan, interpret the Plan, and make all determinations deemed necessary or


                                       3
<PAGE>

advisable for the administration of the Plan, all subject to its express
provisions. A Director who is selected as a Grantee shall not participate in the
administration of the Plan.

        A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by all members of the Committee without a meeting,
shall be the acts of the Committee.

SECTION 4. PARTICIPATION. The Committee shall select from time to time the
Grantees for each Year from those Employees who, in the opinion of the
Committee, have the capacity for contributing in a substantial measure to the
successful performance of the Company or an Operating Unit. No Employee shall
have any right to be selected as a Grantee in the Plan for any Year, nor, having
been selected as a Grantee for one Year, any right to be a Grantee in any other
Year.

SECTION 5. MAXIMUM AMOUNT AVAILABLE FOR AWARDS. The maximum number of shares of
the Common Stock which may be awarded under the Plan is 2,000,000 shares of the
Common Stock. The Plan shall accrue one share of Common Stock for each share of
Common Stock subject to a Restricted Share Award. If, pursuant to the Plan, the
shares of Common Stock subject to a Restricted Share Award are forfeited, such
shares shall again be available for awards pursuant to the Plan.

SECTION 6. DETERMINATION OF AWARDS. Subject to the provisions of Section 5
hereof, the Committee shall determine the awards for each Year, taking into
consideration, as it deems appropriate, the performance of the respective
Grantees.

SECTION 7.        RESTRICTED SHARE AWARDS.

      7.1 RESTRICTED SHARE AWARDS. If the Committee deems it appropriate in
order to further the purposes of the Plan, it may, in its sole discretion, make
Restricted Share Awards which would entitle a Grantee to receive a stated number
of shares of Common Stock subject to forfeiture if such Grantee fails to remain
continuously as an employee of the Company or any Affiliate for the period
stipulated by the Committee.

      7.2 AWARD AGREEMENTS. Each Restricted Share Award shall be evidenced by a
written agreement, executed by the Grantee and the Company, which shall contain
such terms and conditions as the Committee may require, including, but not
limited to, escrow and (if applicable) the pledge provisions meeting the
requirements of Section 8 of the Plan.

      7.3 RESTRICTIONS. Restricted Share Awards and the shares of Common Stock
issued pursuant thereto shall be subject to the following restrictions:

        (a) Except as otherwise permitted by Section 9 of the Plan, neither the
Restricted Share Awards nor the shares of Common Stock issued pursuant thereto
may be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed
of prior to the redelivery of the shares of Common Stock to the Grantee pursuant
to Section 8(b) of the Plan.

        (b) Shares of Common Stock subject to a Restricted Share Award shall be
forfeited and all rights of a Grantee to such Stock shall terminate to the
extent that the Grantee


                                       4
<PAGE>

fails to remain continuously as an employee of the Company or any Affiliate for
such period as the Committee shall designate. A Grantee shall not be deemed to
have terminated his period of continuous employ with the Company or any
Affiliate if he leaves the employ of the Company or an Affiliate for immediate
reemployment with the Company or any Affiliate. Shares of Common Stock subject
to Restricted Share Awards shall be forfeited in accordance with the forfeiture
schedule set forth in the applicable Restricted Share Award Agreement with the
Grantee.

        (c) In the event of the forfeiture of any shares of the Common Stock,
the Company shall retain such shares as treasury stock.

      7.4 RIGHTS AS A SHAREHOLDER. Upon the issuance of shares of Common Stock
subject to a Restricted Share Award to the Grantee, such Grantee shall, subject
to the Plan, have the right to vote such shares of Common Stock and receive all
cash dividends.

      7.5 FORFEITURE ON NORMAL RETIREMENT. If the employment of a Grantee
terminates by reason of Normal Retirement, such Grantee shall be entitled to
retain the number of shares of the Common Stock subject to his Restricted Share
Award multiplied by a fraction (x) the numerator of which shall be the number of
full calendar months between the date of grant of such Restricted Share Award
and the date of such termination of employment, and (y) the denominator of which
shall be 33.

7.6 CHANGE IN CONTROL. Notwithstanding the foregoing provisions of this Plan,
upon the occurrence of (i) a Change in Control of the Company and (ii) the
Company's or any Affiliate's terminating a Grantee other than For Cause, then
any period of continuous employment stipulated by the Committee with respect to
the Grantee shall be deemed completed on the date of such termination and the
shares of Common Stock subject to such Grantee's Restricted Share Awards shall
become non-forfeitable. Redelivery of shares of Common Stock subject to
Restricted Share Awards shall occur pursuant to Section 8(b) of the Plan.

SECTION 8.        DEPOSIT OF STOCK CERTIFICATES WITH COMPANY.

        (a) Each certificate of Common Stock issued in respect of Restricted
Share Awards shall be registered in the name of the Grantee and deposited by
him, together with a stock power endorsed in blank, with the Company to be held
in escrow and as a pledge to secure the payment by the Grantee of all promissory
notes given by the Grantee in payment for the Restricted Share Award. Unless and
until forfeited as provided in the Plan, the Grantee shall be entitled to vote
all shares of such Common Stock and receive all cash dividends with respect to
them. All other distributions with respect to the shares of such Stock,
including, but not limited to, shares received as a result of a stock dividend,
stock split, combination of shares or otherwise and any distribution of the
property or assets of the Company shall be retained by the Company in escrow or,
if delivered to the Grantee, the Grantee will deposit such distribution with the
Company in escrow pursuant to this Section of the Plan. Each certificate of
Common issued pursuant to a Restricted Share Award shall bear the following (or
similar) legend:

        "The transferability of this certificate and the shares of stock
        represented hereby are subject to the terms and conditions (including
        forfeiture) contained in the Executive Incentive Stock


                                       5
<PAGE>


        Ownership Plan of MSN Holdings, Inc. (the "Company") and an Agreement
        entered into between the registered owner and the Company. A copy of
        such Plan and Agreement is on file in the office of the Secretary of the
        Company."

        (b) To the extent that (i) the Restricted Share Awards have become
non-forfeitable and (ii) the Grantee has paid the promissory notes (if any)
delivered by the Grantee to the Company in payment for the shares of Common
Stock covered by the Restricted Share Award, such portion of the shares of
Common Stock subject to Restricted Share Awards for which payment of the
promissory notes has been made and which are no longer forfeitable pursuant to
Section 7.3 or 7.6 of the Plan (and which have been deposited with the Company
pursuant to Section 8 of the Plan) shall be redelivered by the Company to the
Grantee (or his legal representative, beneficiary or heir).

SECTION 9. ASSIGNMENTS AND TRANSFERS. The rights and interests of a Grantee
under the Plan may not be assigned, encumbered or transferred except in the
event of the death of a Grantee by will or the laws of descent and distribution.

SECTION 10. GRANTEE RIGHTS UNDER THE PLAN. No Employee or other person shall
have any claim or right to be granted an award under the Plan. Neither the Plan
nor any action taken thereunder shall be construed as giving any Employee or
other person any right to be retained in the employ of the Company or any
Operating Unit.

SECTION 11. GRANTEE RIGHT TO SURRENDER RESTRICTED SHARE AWARDS. A Grantee may
surrender the shares of Common Stock covered by a Restricted Share Award to the
Company at any time. Upon such surrender to the Company, the Grantee shall pay
(in cash) the unpaid portion (if any) of the full recourse portion of all
promissory notes (if any) delivered by the Grantee in payment for all of the
Restricted Shares that are non-forfeitable as of the date of the surrender. Upon
receipt of such payment, the Company shall return to the Grantee the balance of
the purchase price for the Restricted Shares that was paid by the Grantee,
including all unpaid promissory notes (if any) made by the Grantee in favor of
the Company in payment of the Restricted Shares, and such note shall be marked
"Cancelled and Paid In Full." For example, assume (a) the Grantee was awarded
300 Restricted Shares at a price of $10.00 per share; (b) the Grantee delivered
a promissory note for $3,000 in full payment for the Restricted Shares; (c) 30%
of the note is full recourse; and (d) 100 of the shares have become
non-forfeitable at the time the Grantee elects to surrender the Restricted
Shares. In such a case, if the Grantee returns all the Restricted Shares, the
Grantee is required to pay to the Company $300 (100 x $10 x .3) in cash. Upon
such payment, the Company shall return the promissory note to the Grantee marked
"Cancelled and Paid In Full."

SECTION 12.       ADJUSTMENTS.

        (a) In the event of any change in the number of outstanding shares of
Common Stock by reason of stock dividend, stock split, combination or exchange
of shares or other similar corporate action, which results in a proportionate
increase or decrease in the number of shares of Common Stock theretofore issued
and outstanding and held by each


                                       6
<PAGE>

stockholder of the Company, the number of shares of Common Stock issuable
pursuant to Restricted Share Awards shall be increased or decreased in the same
proportion.

        (b) In the event of a merger or consolidation in which the Company is a
constituent party or upon the sale of all or substantially all of the assets of
the Company, a Grantee shall, upon becoming entitled to receive shares of Common
Stock pursuant to the Plan, be entitled to receive in lieu of such shares the
number and class of shares of stock, other securities or cash or other
consideration to which the Grantee would have been entitled pursuant to the
terms of the agreement of merger, consolidation or sale of assets, if
immediately prior to such merger, consolidation or sale of assets the Grantee
had been the holder of record of such shares.

SECTION 13. ADMINISTRATION EXPENSES. The entire expense of administering the
Plan shall be borne by the Company.

SECTION 14. AMENDMENT OR TERMINATION. The Board of Directors may amend, suspend
or terminate the Plan or any portion thereof at any time.

SECTION 15. EFFECTIVE DATE AND DURATION. The Plan shall be effective for a
period of six years following its adoption by the Board of Directors of the
Company effective as of March 1, 2000.



                                       7