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                                                                     Exhibit 4.6






                            NAVIGANT CONSULTING, INC.

                     2001 SUPPLEMENTAL EQUITY INCENTIVE PLAN

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                            NAVIGANT CONSULTING, INC.

                     2001 SUPPLEMENTAL EQUITY INCENTIVE PLAN
                                TABLE OF CONTENTS
                                -----------------


<TABLE>
<S>                                                             <C>
I.  PURPOSE .................................................    1

II. DEFINITIONS .............................................    1

      A.  Affiliate .........................................    1

      B.  Award .............................................    1

      C.  Award Agreement....................................    1

      D.  Board .............................................    1

      E.  Code ..............................................    1

      F.  Committee .........................................    1

      G.  Common Stock ......................................    1

      H.  Company ...........................................    2

      I.  Disability or Disabled ............................    2

      J.  Employee ..........................................    2

      K.  Exchange Act ......................................    2

      L.  Fair Market Value .................................    2

      M.  Key Non-Employee ..................................    2

      N.  Non-Employee Board Member .........................    2

      O.  Nonstatutory Option ...............................    2

      P.  Officer ...........................................    2

      Q.  Option ............................................    2
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                     <C>
        R.  Participant ..............................................   2

        S.  Plan .....................................................   3

        T.  Shares ...................................................   3

III.  SHARES SUBJECT TO THE PLAN .....................................   3

IV.   ADMINISTRATION OF THE PLAN .....................................   3

V.    ELIGIBILITY FOR PARTICIPATION ..................................   4

VI.   AWARDS UNDER THIS PLAN .........................................   4

VII.  TERMS AND CONDITIONS OF
      NONSTATUTORY OPTIONS ...........................................   4

        A.  Option Price .............................................   4

        B.  Number of Shares .........................................   5

        C.  Term of Option ...........................................   5

        D.  Date of Exercise .........................................   5

        E.  Medium of Payment ........................................   5

        F.  Termination of Employment ................................   5

        G.  Total and Permanent Disability ...........................   6

        H.  Death ....................................................   6

        I.  Exercise of Option and Issuance of Stock .................   7

        J.  Rights as a Stockholder ..................................   7

        K.  Assignability and Transferability of Option ..............   7

        L.  Purchase for Investment ..................................   7

VIII. TERMINATION OF EMPLOYMENT ......................................

        A.  Retirement under a Company or Affiliate Retirement Plan ..

        B.  Resignation in the Best Interests of the Company or
</TABLE>

                                       ii

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<TABLE>
<S>                                                             <C>
              an Affiliate .................................     7

          C.  Death or Disability of a Participant .........     8

IX.     CANCELLATION AND RESCISSION OF AWARDS ..............     9

X.      WITHHOLDING ........................................    10

XI.     SAVINGS CLAUSE .....................................    10

XII.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION;
        CORPORATE TRANSACTIONS .............................    11

XIII.   DISSOLUTION OR LIQUIDATION OF THE COMPANY ..........    11

XIV.    TERMINATION OF THE PLAN ............................    12

XV.     AMENDMENT OF THE PLAN ..............................    12

XVI.    EMPLOYMENT RELATIONSHIP ............................    12

XVII.   INDEMNIFICATION OF COMMITTEE .......................    12

XVIII.  UNFUNDED PLAN ......................................    12

XIX.    EFFECTIVE DATE .....................................    13

XX.     GOVERNING LAW ......................................    13
</TABLE>

                                      iii

<PAGE>

                            NAVIGANT CONSULTING, INC.
                     2001 SUPPLEMENTAL EQUITY INCENTIVE PLAN

                                November 19, 2001

I.   Purpose

     The Navigant Consulting, Inc. 2001 Supplemental Equity Incentive Plan
     ("Plan") was adopted on November 19, 2001. The Plan is designed to attract
     and retain selected Employees and Key Non-Employees of the Company and its
     Affiliates, and reward them for making major contributions to the success
     of the Company and its Affiliates. These objectives are accomplished by
     making long-term incentive awards under the Plan that will offer
     Participants an opportunity to have a greater proprietary interest in, and
     closer identity with, the Company and its Affiliates and their financial
     success.

II.  Definitions

     A.   Affiliate means any individual, corporation, partnership, association,
          joint-stock company, trust, unincorporated association or other entity
          (other than the Company) that, for purposes of Section 422 of the
          Code, is a parent or subsidiary of the Company, direct or indirect.

     B.   Award means the grant of a Nonstatutory Option to any Employee or Key
          Non-Employee pursuant to such terms, conditions, and limitations as
          the Committee may establish in order to fulfill the objectives of the
          Plan.

     C.   Award Agreement means an agreement entered into between the Company
          and a Participant under which an Award is granted and which sets forth
          the terms, conditions, and limitations applicable to the Award.

     D.   Board means the Board of Directors of the Company.

     E.   Code means the Internal Revenue Code of 1986, as amended from time to
          time, or any successor statute thereto.

     F.   Committee means the committee to which the Board delegates the power
          to act under or pursuant to the provisions of the Plan, or the Board
          if no committee is selected. If the Board delegates powers to a
          committee, and if the Company is or becomes subject to Section 16 of
          the Exchange Act, then, if necessary for compliance therewith, such
          committee shall consist initially of not less than two (2) members of
          the Board, each member of which must be a "non-employee director,"
          within the meaning of the applicable rules promulgated pursuant to the
          Exchange Act. If the Company is or becomes subject to Section 16 of
          the Exchange Act, no member of the Committee shall receive any Award
          pursuant to the Plan or any similar plan of the Company or any
          Affiliate while serving on the Committee, unless the Board determines
          that the grant of such an Award satisfies the then current Rule 16b-3
          requirements under the Exchange Act.

     G.   Common Stock means the common stock of the Company.

<PAGE>

     H.   Company means Navigant Consulting, Inc. For all purposes hereunder,
          Company includes any successor or assignee corporation or corporations
          into which the Company may be merged, changed, or consolidated; any
          corporation for whose securities the securities of the Company shall
          be exchanged; and any assignee of or successor to substantially all of
          the assets of the Company.

     I.   Disability or Disabled means a permanent and total disability as
          defined in Section 22(e)(3) of the Code.

     J.   Employee means an employee of the Company or of an Affiliate who is
          not an Officer or Member of the Board of Directors and who is
          designated by the Committee as being eligible to be granted one or
          more Awards under the Plan.

     K.   Exchange Act means the Securities Exchange Act of 1934, as amended
          from time to time, or any successor statute thereto.

     L.   Fair Market Value means, if the Shares are listed on any national
          securities exchange, the closing sales price, if any, on the largest
          such exchange on the valuation date, or, if none, on the most recent
          trade date immediately prior to the valuation date provided such trade
          date is no more than thirty (30) days prior to the valuation date. If
          the Shares are not then listed on any such exchange, the fair market
          value of such Shares shall be the closing sales price if such is
          reported, or otherwise the mean between the closing " Bid" and the
          closing " Ask" prices, if any, as reported in the National Association
          of Securities Dealers Automated Quotation System (" NASDAQ ") for the
          valuation date, or if none, on the most recent trade date immediately
          prior to the valuation date provided such trade date is no more than
          thirty (30) days prior to the valuation date. If the Shares are not
          then either listed on any such exchange or quoted in NASDAQ, or there
          has been no trade date within such thirty (30) day period, the fair
          market value shall be the mean between the average of the " Bid" and
          the average of the " Ask" prices, if any, as reported in the National
          Daily Quotation System for the valuation date, or, if none, for the
          most recent trade immediately prior to the valuation date provided
          such trade date is no more than thirty (30) days prior to the
          valuation date. If the fair market value cannot be determined under
          the preceding three sentences, it shall be determined in good faith by
          the Committee.

     M.   Key Non-Employee means a Non-Employee Board Member, consultant,
          advisor or independent contractor of the Company or of an Affiliate
          who is designated by the Committee as being eligible to be granted one
          or more Awards under the Plan.

     N.   Non-Employee Board Member means a director of the Company who is not
          an employee of the Company or any of its Affiliates.

     O.   Nonstatutory Option means an Option that, when granted, is not
          intended to be an "incentive stock option," as defined in Section 422
          of the Code.

     P.   Officer means an Officer of the Company as defined by Rule 16a-1(f) of
          the Securities and Exchange Act of 1934.

     Q.   Option means a right or option to purchase Shares.

     R.   Participant means an Employee or Key Non-Employee to whom one or more
          Awards are granted under the Plan.

                                       2

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     S.   Plan means the Navigant Consulting, Inc. 2001 Supplemental Equity
          Incentive Plan, as amended from time to time.

     T.   Shares mean treasury shares of Common Stock, $0.001 par value, of the
          Company, or any shares of capital stock into which the Shares are
          changed or for which they are exchanged within the provisions of
          Article XII of the Plan.

III. Shares Subject to the Plan

     The aggregate number of Shares as to which Awards may be granted from time
     to time shall be no more than 800,000 shares as adjusted for stock splits,
     stock dividends and other similar events.

     From time to time, the Committee and appropriate officers of the Company
     shall take whatever actions are necessary to file required documents with
     governmental authorities and stock exchanges so as to make Shares available
     for issuance pursuant to the Plan. Shares subject to Awards that are
     forfeited, terminated, expire unexercised, canceled by agreement of the
     Company and the Participant, settled in cash in lieu of Common Stock or in
     such manner that all or some of the Shares covered by such Awards are not
     issued to a Participant, or are exchanged for Awards that do not involve
     Common Stock, shall immediately become available for Awards.

IV.  Administration of the Plan

     The Plan shall be administered by the Committee. A majority of the
     Committee shall constitute a quorum at any meeting thereof (including by
     telephone conference) and the acts of a majority of the members present, or
     acts approved in writing by a majority of the entire Committee without a
     meeting, shall be the acts of the Committee for purposes of this Plan. The
     Committee may authorize one or more of its members or an officer of the
     Company to execute and deliver documents on behalf of the Committee. A
     member of the Committee shall not exercise any discretion respecting
     himself or herself under the Plan. The Board shall have the authority to
     remove, replace or fill any vacancy of any member of the Committee upon
     notice to the Committee and the affected member. Any member of the
     Committee may resign upon notice to the Board. The Committee may allocate
     among one or more of its members, or may delegate to one or more of its
     agents, such duties and responsibilities as it determines. Subject to the
     provisions of the Plan, the Committee is authorized to:

     A.   Interpret the provisions of the Plan and any Award or Award Agreement,
          and make all rules and determinations that it deems necessary or
          advisable to the administration of the Plan;

     B.   Determine which Employees of the Company or an Affiliate shall be
          granted Awards;

     C.   Determine the Key Non-Employees to whom Awards shall be granted;

     D.   Determine the number of Shares for which an Option shall be granted;

     E.   Provide for the acceleration of the right to exercise any Award; and

     F.   Specify the terms, conditions, and limitations upon which Awards may
          be granted.

                                       3

<PAGE>

     The Committee may delegate to the chief executive officer and to other
     senior officers of the Company or its Affiliates its duties under the Plan
     pursuant to such conditions or limitations as the Committee may establish,
     except that only the Committee may select, and grant Awards to,
     Participants who are subject to Section 16 of the Exchange Act. All
     determinations of the Committee shall be made by a majority of its members.
     No member of the Committee shall be liable for any action or determination
     made in good faith with respect to the Plan or any Award.

     The Committee shall have the authority at any time to cancel Awards for
     reasonable cause and to provide for the conditions and circumstances under
     which Awards shall be forfeited.

     Any determination made by the Committee pursuant to the provisions of the
     Plan shall be made in its sole discretion, and in the case of any
     determination relating to an Award, may be made at the time of the grant of
     the Award or, unless in contravention of any express term of the Plan or an
     Agreement, at any time thereafter. All decisions made by the Committee
     pursuant to the provisions of the Plan shall be final and binding on all
     persons, including the Company and the Participants. No determination shall
     be subject to de novo review if challenged in court.

V.   Eligibility for Participation

     Awards may be granted under this Plan only to Employees and Key
     Non-Employees of the Company or its Affiliates. Notwithstanding any of the
     foregoing provisions, the Committee may authorize the grant of an Award to
     a person not then in the employ of, or engaged by, the Company or of an
     Affiliate, conditioned upon such person becoming eligible to be granted an
     Award at or prior to the execution of the Award Agreement evidencing the
     actual grant of such Award. Without limiting the generality of the
     foregoing, at least a majority of the full-time employees in the United
     States of the Company and its Affiliates who are "exempt employees" as
     defined in the Fair Labor Standards Act of 1938, are eligible to be granted
     an Award under this Plan.

VI.  Awards Under this Plan

     An Award in the form of an Option that shall not be intended to comply with
     the requirements of Section 422 of the Code, may be granted under the Plan.
     No Awards shall be made under this Plan to any Officers or Members of the
     Board of Directors.

VII. Terms and Conditions of Nonstatutory Options

     Each Option shall be set forth in an Award Agreement, duly executed on
     behalf of the Company and by the Participant to whom such Option is
     granted. Except for the setting of the Option price under Paragraph A, no
     Option shall be granted and no purported grant of any Option shall be
     effective until such Award Agreement shall have been duly executed on
     behalf of the Company and by the Participant. Each such Award Agreement
     shall be subject to at least the following terms and conditions:

     A.   Option Price

The purchase price of the Shares covered by each Option granted under the Plan
shall be determined by the Committee. The Option price per share of the Shares
covered by each Nonstatutory Option shall be at

                                       4

<PAGE>

such amount as may be determined by the Committee in its sole discretion on the
date of the grant of the Option.

     B.   Number of Shares

          Each Option shall state the number of Shares to which it pertains.

          C.   Term of Option

               The Committee shall determine the time at which each Option shall
terminate.

     D.   Date of Exercise

          Upon the authorization of the grant of an Option, or at any time
          thereafter, the Committee may, subject to the provisions of Paragraph
          C of this Article VII, prescribe the date or dates on which the Option
          becomes exercisable, and may provide that the Option become
          exercisable in installments over a period of years, or upon the
          attainment of stated goals.

     E.   Medium of Payment

          The Option price shall be payable upon the exercise of the Option, as
          set forth in Paragraph I. It shall be payable in such form as the
          Committee shall, either by rules promulgated pursuant to the
          provisions of Article IV of the Plan, or in the particular Award
          Agreement, provide.

     F.   Termination of Employment;

          1.   A Participant who ceases to be an Employee or Key Non-Employee of
               the Company or of an Affiliate for any reason other than death,
               Disability, or termination "for cause" as defined in subparagraph
               (2) below, may exercise any Option granted to such Participant,
               to the extent that the right to purchase Shares thereunder has
               become exercisable on the date of such termination, but only
               within three (3) months after such date, or, if earlier, within
               the originally prescribed term of the Option. A Participant's
               employment shall not be deemed terminated by reason of a transfer
               to another employer that is the Company or an Affiliate.

          2.   A Participant who ceases to be an Employee or Key Non-Employee of
               the Company or of an Affiliate "for cause" shall, upon such
               termination, cease to have any right to exercise any Option. For
               purposes of this Plan, cause shall mean (i) a Participant's theft
               or embezzlement, or attempted theft or embezzlement, of money or
               property of the Company, a Participant's perpetration or
               attempted perpetration of fraud, or a Participant's participation
               in a fraud or attempted fraud, the Company or a Participant's
               unauthorized appropriation of, or a Participant's attempt to
               misappropriate, any tangible or intangible assets or property of
               the Company; (ii) any act or acts of disloyalty, dishonesty,
               misconduct, moral turpitude, or any other act or acts by a
               Participant injurious to the interest, property, operations,
               business or reputation of the Company; (iii) a Participant's
               commission of a felony or any other crime the commission of which

                                       5

<PAGE>

               results in injury to the Company; or (iv) any violation of any
               restriction on the disclosure or use of confidential information
               of the Company or on competition with the Company or any of its
               businesses as then conducted. The determination of the Committee
               as to the existence of cause shall be conclusive and binding upon
               the Participant and the Company.

          3.   A Participant who is absent from work with the Company or an
               Affiliate because of temporary disability (any disability other
               than a Disability), or who is on leave of absence for any purpose
               permitted by any authoritative interpretation (i.e., regulation,
               ruling, case law, etc.) of Section 422 of the Code, shall not,
               during the period of any such absence, be deemed, by virtue of
               such absence alone, to have terminated his or her employment or
               relationship with the Company or with an Affiliate, except as the
               Committee may otherwise expressly provide or determine.

          4.   Paragraph F(1) shall control and fix the rights of a Participant
               who ceases to be an Employee or Key Non-Employee of the Company
               or of an Affiliate for any reason other than Disability, death,
               or termination "for cause," and who subsequently becomes Disabled
               or dies. Nothing in Paragraphs G and H of this Article VII shall
               be applicable in any such case except that, in the event of such
               a subsequent Disability or death within the three (3) month
               period after the termination of employment or, if earlier, within
               the originally prescribed term of the Option, the Participant or
               the Participant's estate or personal representative may exercise
               the Option permitted by this Paragraph F within twelve (12)
               months after the date of Disability or death of such Participant,
               but in no event beyond the originally prescribed term of the
               Option.


     G.   Total and Permanent Disability

          A Participant who ceases to be an Employee or Key Non-Employee of the
          Company or of an Affiliate by reason of Disability may exercise any
          Option granted to such Participant (i) to the extent that the right to
          purchase Shares thereunder has become exercisable on or before the
          date such Participant becomes Disabled as determined by the Committee,
          and (ii) if the Option becomes exercisable periodically, to the extent
          of any additional rights that would have become exercisable had the
          Participant not become so Disabled until after the close of business
          on the next periodic vesting date. A Disabled Participant shall
          exercise such rights, if at all, only within a period of not more than
          twelve (12) months after the date that the Participant became Disabled
          as determined by the Committee (notwithstanding that the Participant
          might have been able to exercise the Option as to some or all of the
          Shares on a later date if the Participant had not become Disabled) or,
          if earlier, within the originally prescribed term of the Option.

     H.   Death

          In the event that a Participant to whom an Option has been granted
          ceases to be an Employee or Key Non-Employee of the Company or of an
          Affiliate by reason of such Participant's death, such Option, to the
          extent that the right is exercisable but not exercised on the date of
          death, may be exercised by the Participant's estate or personal
          representative within twelve (12) months after the date of death of
          such Participant or, if earlier, within the originally prescribed term
          of the Option, notwithstanding that the decedent might have been able
          to exercise the Option as to some or all of the Shares on a later date
          if the Participant were alive and had continued to be an Employee or
          Key Non-Employee of the Company or of an Affiliate.

                                       6

<PAGE>

     I.   Exercise of Option and Issuance of Stock

          Options must be exercised by giving written notice to the Company. The
          written notice must: (i) be signed by the person exercising the Option
          and (ii) state the number of Shares with respect to which the Option
          is being exercised. The exercise will take place at the principal
          office of the Company during ordinary business hours, or at such other
          hour and place agreed upon by the Company and the person or persons
          exercising the Option. On the exercise date (which date may be
          extended by the Company in order to comply with any law or regulation
          that requires the Company to take any action with respect to the
          Option Shares before they are issued), the Company will accept payment
          for the Option Shares in cash, by bank or certified check, by wire
          transfer, or by such other means as the Committee may have approved
          and will either deliver to the person or persons exercising the Option
          in exchange for the payment an appropriate certificate or certificates
          for fully paid nonassessable Shares or undertake to deliver those
          certificates within a reasonable period of time.

          If approved in advance by the Committee, payment in full or in part
          also may be made (i) by delivering Shares already owned by the
          Participant having a total Fair Market Value on the date of such
          delivery equal to the Option price; (ii) by the execution and delivery
          of a note or other evidence of indebtedness (and any security
          agreement thereunder) satisfactory to the Committee; (iii) by the
          delivery of cash or the extension of credit by a broker-dealer to whom
          the Participant has submitted a notice of exercise or otherwise
          indicated an intent to exercise an Option (in accordance with part
          220, Chapter II, Title 12 of the Code of Federal Regulations, a
          so-called " cashless" exercise); or (iv) by any combination of the
          foregoing.

     J.   Rights as a Stockholder

          No Participant to whom an Option has been granted shall have rights as
          a stockholder with respect to any Shares covered by such Option except
          as to such Shares as have been registered in the Company's share
          register in the name of such Participant upon the due exercise of the
          Option and tender of the full Option price.

     K.   Assignability and Transferability of Option

          Unless otherwise permitted by the Code and by Rule 16b-3 of the
          Exchange Act, if applicable, and approved in advance by the Committee,
          an Option granted to a Participant shall not be transferable by the
          Participant and shall be exercisable, during the Participant's
          lifetime, only by such Participant or, in the event of the
          Participant's incapacity, his guardian or legal representative. Except
          as otherwise permitted herein, such Option shall not be assigned,
          pledged, or hypothecated in any way (whether by operation of law or
          otherwise) and shall not be subject to execution, attachment, or
          similar process and any attempted transfer, assignment, pledge,
          hypothecation or other disposition of any Option or of any rights
          granted thereunder contrary to the provisions of this Paragraph K, or
          the levy of any attachment or similar process upon an Option or such
          rights, shall be null and void.

     L.   Purchase for Investment

          If Shares to be issued upon the particular exercise of an Option shall
          not have been effectively registered under the Securities Act of 1933,
          as now in force or hereafter amended, the Company shall be under no
          obligation to issue the Shares covered by such exercise unless and
          until the following conditions have been fulfilled. The person who
          exercises such Option

                                       7

<PAGE>

          shall warrant to the Company that, at the time of such exercise, such
          person is acquiring his or her Option Shares for investment and not
          with a view to, or for sale in connection with, the distribution of
          any such Shares, and shall make such other representations,
          warranties, acknowledgements, and affirmations, if any, as the
          Committee may require. In such event, the person acquiring such Shares
          shall be bound by the provisions of the following legend (or similar
          legend) which shall be endorsed upon the certificate(s) evidencing his
          or her Option Shares issued pursuant to such exercise.

          "The shares represented by this certificate have been acquired for
          investment and they may not be sold or otherwise transferred by any
          person, including a pledgee, in the absence of an effective
          registration statement for the shares under the Securities Act of 1933
          or an opinion of counsel satisfactory to the Company that an exemption
          from registration is then available."

          Without limiting the generality of the foregoing, the Company may
          delay issuance of the Shares until completion of any action or
          obtaining any consent that the Company deems necessary under any
          applicable law (including without limitation state securities or "blue
          sky" laws.

VIII. Termination of Employment

      Except as may otherwise be (i) provided in Article VII, (ii) provided for
      under the Award Agreement, or (iii) permitted pursuant to Paragraphs A
      through C of this Article, if the employment of a Participant terminates,
      all unexpired, unpaid, unexercised, or deferred Awards shall be canceled
      immediately.

      A.  Retirement under a Company or Affiliate Retirement Plan. When a
          Participant's employment terminates as a result of retirement as
          defined under a Company or Affiliate retirement plan, the Committee
          may permit Awards to continue in effect beyond the date of retirement
          in accordance with the applicable Award Agreement, and/or the
          exercisability and vesting of any Award may be accelerated.

      B.  Resignation in the best interests of the Company or an Affiliate. When
          a Participant resigns from the Company or an Affiliate and, in the
          judgment of the chief executive officer or other senior officer
          designated by the Committee, the acceleration and/or continuation of
          outstanding Awards would be in the best interests of the Company, the
          Committee may (i) authorize, where appropriate, the acceleration
          and/or continuation of all or any part of Awards granted prior to such
          termination and (ii) permit the exercise, vesting, and payment of such
          Awards for such period as may be set forth in the applicable Award
          Agreement, subject to earlier cancellation pursuant to Article IX or
          at such time as the Committee shall deem the continuation of all or
          any part of the Participant's Awards are not in the Company's or its
          Affiliate's best interests.

      C.  Death or Disability of a Participant

               1.   In the event of a Participant's death, the Participant's
                    estate or beneficiaries shall have a period up to the
                    earlier of (i) the expiration date specified in the Award
                    Agreement, or (ii) the expiration date specified in
                    Paragraph H of Article VII, within which to receive or
                    exercise any outstanding Awards held by the Participant
                    under such terms as may be specified in the applicable Award
                    Agreement. Rights to any such outstanding Awards shall pass
                    by will or the laws of descent and distribution in

                                       8

<PAGE>

               the following order: (a) to beneficiaries so designated by the
               Participant; (b) to a legal representative of the Participant; or
               (c) to the persons entitled thereto as determined by a court of
               competent jurisdiction. Awards so passing shall be made at such
               times and in such manner as if the Participant were living.

          2.   In the event a Participant is determined by the Company to be
               Disabled, and subject to the limitations of Paragraph G of
               Article VII, Awards may be paid to, or exercised by, the
               Participant, if legally competent, or by a legally designated
               guardian or other representative if the Participant is legally
               incompetent by virtue of such Disability.

          3.   After the death or Disability of a Participant, the Committee may
               in its sole discretion at any time (i) terminate restrictions in
               Award Agreements; (ii) accelerate any or all installments and
               rights; and/or (iii) instruct the Company to pay the total of any
               accelerated payments in a lump sum to the Participant, the
               Participant's estate, beneficiaries or representative,
               notwithstanding that, in the absence of such termination of
               restrictions or acceleration of payments, any or all of the
               payments due under the Awards ultimately might have become
               payable to other beneficiaries.

IX.  Cancellation and Rescission of Awards

     Unless the Award Agreement specifies otherwise, the Committee may cancel
     any unexpired, unpaid, unexercised, or deferred Awards at any time if the
     Participant is not in compliance with the applicable provisions of the
     Award Agreement, the Plan, or with the following conditions:

          A.   A Participant shall not breach any protective agreement entered
               into between him or her and the Company or any Affiliates, or
               render services for any organization or engage directly or
               indirectly in any business which, in the judgment of the chief
               executive officer of the Company or other senior officer
               designated by the Committee, is or becomes competitive with the
               Company, or which organization or business, or the rendering of
               services to such organization or business, is or becomes
               otherwise prejudicial to or in conflict with the interests of the
               Company. For a Participant whose employment has terminated, the
               judgment of the chief executive officer shall be based on terms
               of the protective agreement, if applicable, or on the
               Participant's position and responsibilities while employed by the
               Company or its Affiliates, the Participant's post-employment
               responsibilities and position with the other organization or
               business, the extent of past, current, and potential competition
               or conflict between the Company and other organization or
               business, the effect of the Participant's assuming the
               post-employment position on the Company's or its Affiliate's
               customers, suppliers, investors, and competitors, and such other
               considerations as are deemed relevant given the applicable facts
               and circumstances. A Participant may, however, purchase as an
               investment or otherwise, stock or other securities of any
               organization or business so long as they are listed upon a
               recognized securities exchange or traded over-the-counter, and
               such investment does not represent a substantial investment to
               the Participant or a greater than one percent (1%) equity
               interest in the organization or business.

          B.   A Participant shall not, without prior written authorization from
               the Company, disclose to anyone outside the Company or its
               Affiliates, or use in other than the Company's or Affiliate's
               business, any confidential information or materials relating to
               the business of the Company or its Affiliates, acquired by the
               Participant either during or after employment with the Company or
               its Affiliates.

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<PAGE>

          C.   A Participant shall disclose promptly and assign to the Company
               all right, title, and interest in any invention or idea,
               patentable or not, made or conceived by the Participant during
               employment with the Company or an Affiliate, relating in any
               manner to the actual or anticipated business, research, or
               development work of the Company or its Affiliates, and shall do
               anything reasonably necessary to enable the Company or its
               Affiliates to secure a patent, trademark, copyright, or other
               protectable interest where appropriate in the United States and
               in foreign countries.

          Upon exercise, payment, or delivery pursuant to an Award, the
          Participant shall certify on a form acceptable to the Committee that
          he or she is in compliance with the terms and conditions of the Plan,
          including the provisions of Paragraphs A, B or C of this Article IX.
          Failure to comply with the provisions of Paragraphs A, B or C of this
          Article IX prior to, or during the one (1) year period after, any
          exercise, payment, or delivery pursuant to an Award shall cause such
          exercise, payment, or delivery to be rescinded. The Company shall
          notify the Participant in writing of any such rescission within two
          (2) years after such exercise, payment, or delivery. Within ten (10)
          days after receiving such a notice from the Company, the Participant
          shall pay to the Company the amount of any gain realized or payment
          received as a result of the rescinded exercise, payment, or delivery
          pursuant to the Award. Such payment shall be made either in cash or by
          returning to the Company the number of Shares of Common Stock that the
          Participant received in connection with the rescinded exercise,
          payment, or delivery.

X.   Withholding

     Except as otherwise provided by the Committee,

          A.   The Company shall have the power and right to deduct or withhold,
               or require a Participant to remit to the Company, an amount
               sufficient to satisfy federal, state, and local taxes required by
               law to be withheld with respect to any grant, exercise, or
               payment made under or as a result of this Plan; and

          B.   In the case of payments of Awards, or upon any other taxable
               event hereunder, a Participant may elect, subject to the approval
               in advance by the Committee, to satisfy the withholding
               requirement, if any, in whole or in part, by having the Company
               withhold Shares of Common Stock that would otherwise be
               transferred to the Participant having a Fair Market Value, on the
               date the tax is to be determined, equal to the minimum marginal
               tax that could be imposed on the transaction. All elections shall
               be made in writing and signed by the Participant.

XI.  Savings Clause

     This Plan is intended to comply in all respects with applicable law and
     regulations, including, with respect to those Participants who are officers
     or directors for purposes of Section 16 of the Exchange Act, Rule 16b-3 of
     the Securities and Exchange Commission, if applicable. In case any one or
     more provisions of this Plan shall be held invalid, illegal, or
     unenforceable in any respect under applicable law and regulation (including
     Rule 16b-3), the validity, legality, and enforceability of the remaining
     provisions shall not in any way be affected or impaired thereby and the
     invalid, illegal, or unenforceable provision shall be deemed null and void;
     however, to the extent permitted by law, any provision that could be deemed
     null and void shall first be

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<PAGE>

      construed, interpreted, or revised retroactively to permit this Plan to be
      construed in compliance with all applicable law (including Rule 16b-3) so
      as to foster the intent of this Plan. Notwithstanding anything herein to
      the contrary, with respect to Participants who are officers and directors
      for purposes of Section 16 of the Exchange Act, if applicable, and if
      required to comply with rules promulgated thereunder, no grant of, or
      Option to purchase, Shares shall permit unrestricted ownership of Shares
      by the Participant for at least six (6) months from the date of grant or
      Option, unless the Board determines that the grant of, or Option to
      purchase, Shares otherwise satisfies the then current Rule 16b-3
      requirements.

XII.  Adjustments upon Changes in Capitalization; Corporate Transactions

      In the event that the outstanding Shares of the Company are changed into
      or exchanged for a different number or kind of shares or other securities
      of the Company or of another corporation by reason of any reorganization,
      merger, consolidation, recapitalization, reclassification, change in par
      value, stock split-up, combination of shares or dividends payable in
      capital stock, or the like, appropriate adjustments to prevent dilution or
      enlargement of the Awards granted to, or available for, Participants shall
      be made in the manner and kind of Shares for the purchase of which Awards
      may be granted under the Plan, and, in addition, appropriate adjustment
      shall be made in the number and kind of Shares and in the Option price per
      share subject to outstanding Options.

      Notwithstanding anything herein to the contrary, the Company may, in its
      sole discretion, accelerate the timing of the exercise provisions of any
      Award in the event of a tender offer for the Company's Shares, the
      adoption of a plan of merger or consolidation under which a majority of
      the Shares of the Company would be eliminated, or a sale of all or any
      portion of the Company's assets or capital stock. Alternatively, the
      Company may, in its sole discretion, cancel any or all Awards upon any of
      the foregoing events and provide for the payment to Participants in cash
      of an amount equal to the value or appreciated value, whichever is
      applicable, of the Award, as determined in good faith by the Committee, at
      the close of business on the date of such event.

      Upon a business combination by the Company or any of its Affiliates with
      any corporation or other entity through the adoption of a plan of merger
      or consolidation or a share exchange or through the purchase of all or
      substantially all of the capital stock or assets of such other corporation
      or entity, the Board or the Committee may, in its sole discretion, grant
      Options pursuant hereto to all or any persons who, on the effective date
      of such transaction, hold outstanding options to purchase securities of
      such other corporation or entity and who, on and after the effective date
      of such transaction, will become employees or directors of, or consultants
      or advisors to, the Company or its Affiliates. The number of Shares
      subject to such substitute Options shall be determined in accordance with
      the terms of the transaction by which the business combination is
      effected. Notwithstanding the other provisions of this Plan, the other
      terms of such substitute Options shall be substantially the same as or
      economically equivalent to the terms of the options for which such Options
      are substituted, all as determined by the Board or by the Committee, as
      the case may be. Upon the grant of substitute Options pursuant hereto, the
      options to purchase securities of such other corporation or entity for
      which such Options are substituted shall be cancelled immediately.

XIII. Dissolution or Liquidation of the Company

      Upon the dissolution or liquidation of the Company other than in
      connection with a transaction to which Article XII is applicable, all
      Awards granted hereunder shall terminate and become null and void;
      provided, however, that if the rights of a Participant under the
      applicable Award have

                                       11

<PAGE>

       not otherwise terminated and expired, the Participant may, if the
       Committee, in its sole discretion, so permits, have the right immediately
       prior to such dissolution or liquidation to exercise any Award granted
       hereunder to the extent that the right thereunder has become exercisable
       as of the date immediately prior to such dissolution or liquidation.

XIV.   Termination of the Plan

       The Plan shall terminate (10) years from the date of its adoption by the
       Compensation and Organization Committee of the Board of Directors. The
       Plan may be terminated at an earlier date by the Board; provided however
       that any such earlier termination shall not affect any Award Agreements
       executed prior to the effective date of such termination. Notwithstanding
       anything in this Plan to the contrary, any Options granted prior to the
       effective date of the Plan's termination may be exercised until the date
       set forth in the Award Agreement and the provisions of the Plan with
       respect to the full and final authority of the Committee under the Plan
       shall continue to control.

XV.    Amendment of the Plan

       The Board may amend the Plan and such amendment shall become effective
       upon adoption by the Board.

XVI.   Employment Relationship

       Nothing herein contained shall be deemed to prevent the Company or an
       Affiliate from terminating the employment of a Participant, nor to
       prevent a Participant from terminating the Participant's employment with
       the Company or an Affiliate.

XVII.  Indemnification of Committee

       In addition to such other rights of indemnification as they may have as
       directors or as members of the Committee, the members of the Committee
       shall be indemnified by the Company against all reasonable expenses,
       including attorneys' fees, actually and reasonably incurred in connection
       with the defense of any action, suit or proceeding, or in connection with
       any appeal therein, to which they or any of them may be a party by reason
       of any action taken by them as directors or members of the Committee and
       against all amounts paid by them in settlement thereof (provided such
       settlement is approved by the Board) or paid by them in satisfaction of a
       judgment in any such action, suit or proceeding, except in relation to
       matters as to which it shall be adjudged in such action, suit or
       proceeding that the director or Committee member is liable for gross
       negligence or willful misconduct in the performance of his or her duties.
       To receive such indemnification, a director or Committee member must
       first offer in writing to the Company the opportunity, at its own
       expense, to defend any such action, suit or proceeding.

XVIII. Unfunded Plan

       The Plan shall be unfunded. The Company shall not be required to
       segregate any assets that may at any time be represented by Common Stock,
       or rights thereto, nor shall the Plan be construed as providing for such
       segregation, nor shall the Company, the Board, or the Committee be deemed
       to be a trustee of any Common Stock, or rights thereto to be granted
       under the Plan. Any liability of the Company to any Participant with
       respect to a grant of Common Stock, or rights thereto under the Plan
       shall be based solely upon any contractual obligations that may be
       created by the

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<PAGE>

     Plan and any Award Agreement; no such obligation of the Company shall be
     deemed to be secured by any pledge or other encumbrance on any property of
     the Company. Neither the Company nor the Board nor the Committee shall be
     required to give any security or bond for the performance of any obligation
     that may be created by the Plan.

XIX. Effective Date

     This Plan shall become effective upon adoption by the Compensation and
     Organization Committee of the Board of Directors.

XX.  Governing Law

     This Plan shall be governed by the laws of the State of Illinois without
     giving effect to that states's principles of conflicts of law. Each party
     hereby irrevocably consents to exclusive jurisdiction and venue in state or
     federal courts located in Cook County, Illinois construed in accordance
     therewith.

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