<B><P>Exhibit 4.8</P>
<P ALIGN="CENTER">LAM RESEARCH CORPORATION</P>
<P ALIGN="CENTER">1997 STOCK INCENTIVE PLAN</P>
<P ALIGN="CENTER">Amended and restated effective as of October 16, 2002</P>
<OL>

<LI>GENERAL PURPOSE OF PLAN; DEFINITIONS.  </LI>
</B><P>The name of this plan is the Lam Research Corporation 1997 Stock Incentive Plan (the
"Plan").  The purpose of the Plan is to enable the Company to attract and retain highly
qualified personnel who will contribute to the Company's success by their ability, ingenuity and
industry and to provide incentives to the participating officers, directors, employees, consultants
and advisors that are linked directly to increases in stockholder value and will therefore inure to
the benefit of all stockholders of the Company.</P>
<P>For purposes of the Plan, the following terms shall be defined as set forth below:</P>
<OL>

<LI>"Administrator" means the Board, or if and to the extent the Board does not administer
the Plan, the Committee in accordance with Section 2.</LI>
<LI>"Annual Non-Employee Director Stock Option" means an annual grant of Stock Options to
a non-employee director of the Company pursuant to Section 6.</LI>
<LI>"Award" means Stock Options, Restricted Stock awards, Deferred Stock awards,
Performance Shares, Restricted Stock Units, or any combination of the foregoing awarded under this
Plan.</LI>
<LI>"Board" means the Board of Directors of the Company.</LI>
<LI>"Code" means the Internal Revenue Code of 1986, as amended from time to time, or any
successor thereto.</LI>
<LI>"Committee" means the Stock Committee of the Board or any Committee the Board may
subsequently appoint to administer the Plan. To the extent applicable, the Committee shall be
composed entirely of individuals who meet the qualifications referred to in Section 162(m) of the
Code and Rule 16b-3 under the Securities Exchange Act of 1934, as amended. If at any time or to any
extent the Board shall not administer the Plan, then the functions of the Board specified in the
Plan shall be exercised by the Committee.</LI>
<LI>"Company" means Lam Research Corporation, a Delaware corporation (or any successor
corporation).</LI>
<LI>"Deferred Stock" means an award made pursuant to Section 7 below of the right to
receive Stock at the end of a specified deferral period.</LI>
<LI>"Disability" means the inability of a Participant to perform substantially his or her
duties and responsibilities to the Company by reason of a physical or mental disability or infirmity
(i) for a continuous period of six months, or (ii) at such earlier time as the Participant submits
medical evidence satisfactory to the Administrator that he or she has a physical or mental
disability or infirmity which will likely prevent him or her from returning to the performance of
his or her work duties for six months or longer. The date of such Disability shall be on the last
day of such six-month period or the day on which the Participant submits such satisfactory medical
evidence, as the case may be.</LI>
<LI>"Effective Date" shall mean the date set forth in Section 11.</LI>
<LI>"Eligible Recipient" means an officer, director, employee, consultant or advisor of
the Company or any Subsidiary.</LI>
<LI>"Fair Market Value" means, as of any given date, with respect to any awards granted
hereunder, (A) if the Stock is publicly traded, the closing sale price of the Stock on such date as
reported in the Western Edition of the Wall Street Journal, or the average of the closing price of
the Stock on each day on which the Stock was traded over a period of up to twenty trading days
immediately prior to such date, (B) the fair market value of the Stock as determined in accordance
with a method prescribed in the agreement evidencing any award hereunder, or (C) the fair market
value of the Stock as otherwise determined by the Administrator in the good faith exercise of its
discretion.</LI>
<LI>"Incentive Stock Option" means any Stock Option intended to be designated as an
"incentive stock option" within the meaning of Section 422 of the Code.</LI>
<LI>"Non-Qualified Stock Option" means any Stock Option that is not an Incentive Stock
Option, including any Stock Option that provides (as of the time such option is granted) that it
will not be treated as an Incentive Stock Option.</LI>
<LI>"Parent Corporation" means any corporation (other the Company) in an unbroken chain of
corporations ending with the Company, if each of the corporations in the chain (other than the
Company) owns stock possessing 50% or more of the combined voting power of all classes of stock in
one of the other corporations in the chain.</LI>
<LI>"Participant" means any Eligible Recipient selected by the Administrator, pursuant to
the Administrator's authority in Section 2 below, to receive grants of Stock Options, Restricted
Stock awards, Deferred Stock awards, Performance Shares, Restricted Stock Unit awards or any
combination of the foregoing and each non-employee director of the Company who receives an Annual
Non-Employee Director Stock Option pursuant to Section 6.</LI>
<LI>"Performance Share" means an award of shares of Stock pursuant to Section 7 that is
subject to restrictions based upon the attainment of specified performance objectives.</LI>
<LI>"Restricted Stock" means an award granted pursuant to Section 7 of shares of Stock
subject to certain restrictions.</LI>
<LI>"Restricted Stock Unit" means an award granted pursuant to Section 7 which may be
settled in whole or in part in cash or shares of Stock upon satisfaction of certain vesting
conditions.  </LI>
<LI>"Stock" means the common stock, par value $.001 per share, of the Company.</LI>
<LI>"Stock Option" means any option to purchase shares of Stock granted pursuant to
Section 5 or any Annual Non-Employee Director Stock Option granted pursuant to Section 6.</LI>
<LI>"Subsidiary" means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company, if each of the corporations (other than the last
corporation) in the unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in the chain.</LI></OL>

<B><LI>ADMINISTRATION.</LI>
</B><P>The Plan shall be administered in accordance with the requirements of Section 162(m) of the
Code (but only to the extent necessary to maintain qualification of the Plan under Section 162(m) of
the Code) and, to the extent applicable, Rule 16b-3 under the Securities Exchange Act of 1934, as
amended ("Rule 16b-3") by the Board or by the Committee which shall be appointed by the
Board and which shall serve at the pleasure of the Board.</P>
<P>Pursuant to the terms of the Plan, the Administrator shall have the power and authority to grant
to Eligible Recipients pursuant to the terms of the Plan: (a) Stock Options, (b) Restricted Stock,
(c) Deferred Stock, (d) Performance Shares, (e) Restricted Stock Units, or (f) any combination of
the foregoing.</P>
<P>In particular, the Administrator shall have the authority:</P><OL>

<OL TYPE="a">

<LI>to select those Eligible Recipients who shall be Participants;</LI>
<LI>to determine whether and to what extent Stock Options, Restricted Stock, Deferred Stock,
Performance Shares, Restricted Stock Units or a combination of the foregoing, are to be granted
hereunder to Participants;</LI>
<LI>to determine the number of shares of Stock to be covered by each such award granted
hereunder;</LI>
<LI>to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award
granted hereunder (including, but not limited to, (x) the restrictions applicable to Restricted or
Deferred Stock awards and the conditions under which restrictions applicable to such Restricted or
Deferred Stock shall lapse, and (y) the performance goals and periods applicable to an award of
Performance Shares or Restricted Stock Units); and </LI>
<LI>to determine the terms and conditions, not inconsistent with the terms of the Plan, which shall
govern all written instruments evidencing the Stock Options, Restricted Stock, Deferred Stock,
Performance Shares, Restricted Stock Units or any combination of the foregoing granted hereunder to
Participants.</LI></OL>
</OL>

<P>The Administrator shall have the authority, in its discretion, to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall from time to time deem
advisable; to interpret the terms and provisions of the Plan and any award issued under the Plan
(and any agreements relating thereto); and to otherwise supervise the administration of the
Plan.</P>
<P>All decisions made by the Administrator pursuant to the provisions of the Plan shall be final and
binding on all persons, including the Company and the Participants.</P>
<B><LI>STOCK SUBJECT TO PLAN.</LI>
</B><P>The total number of shares of Stock reserved and available for issuance under the Plan is
nine million (as adjusted for the Company's three-for-one stock split of March 2000); provided,
however, that the number of shares so reserved shall automatically be increased at the beginning of
each calendar quarter if and to the extent that, as of such date, the quotient determined by
dividing (x) the total number of shares of Stock reserved for issuance under all of Lam's stock-
based incentive plans pursuant to outstanding and future awards by (y) the sum of (i) the total
number of shares of Stock outstanding plus (ii) the number determined under clause (x), is less than
20%, such that immediately following any such increase such quotient will equal 18.5%; and provided,
further, that the number of shares reserved for issuance under the Plan shall in no event exceed
fifteen million shares as adjusted for the Company's three-for-one stock split of March 2000 and as
shall be further adjusted to take into account additional changes in capitalization as set forth
below. Such shares may consist, in whole or in part, of authorized and unissued shares or treasury
shares. The aggregate number of shares of Stock as to which Stock Options, Restricted Stock,
Deferred Stock, Performance Shares and Restricted Stock Units may be granted to any individual
during any calendar year may not, subject to adjustment as provided in this Section 3, exceed 20% of
the shares of Stock reserved for the purposes of the Plan in accordance with the provisions of this
Section 3.</P>
<P>Consistent with the provisions of Section 162(m) of the Code, as from time to time applicable, to
the extent that (i) a Stock Option expires or is otherwise terminated without being exercised, (ii)
any shares of Stock subject to any Restricted Stock, Deferred Stock, Performance Share or Restricted
Stock Unit award granted hereunder are forfeited; or (iii) any shares subject to Restricted Stock
Unit awards are settled in cash rather than in Stock, such shares shall again be available for
issuance in connection with future awards under the Plan. If any shares of Stock have been pledged
as collateral for indebtedness incurred by a Participant in connection with the exercise of a Stock
Option and such shares are returned to the Company in satisfaction of such indebtedness, such shares
shall again be available for issuance in connection with future awards under the Plan.</P>
<P>In the event of any merger, reorganization, consolidation, recapitalization, stock dividend or
other change in corporate structure affecting the Stock, a substitution or adjustment shall be made
in (i) the aggregate number of shares reserved for issuance under the Plan, (ii) the kind, number
and option price of shares subject to outstanding Stock Options granted under the Plan, and (iii)
the kind, number and purchase price of shares issuable pursuant to awards of Restricted Stock,
Deferred Stock, Performance Shares and Restricted Stock Units, as may be determined by the
Administrator, in its sole discretion. Such other substitutions or adjustments shall be made as may
be determined by the Administrator, in its sole discretion. In connection with any event described
in this paragraph, the Administrator may provide, in its discretion, for the cancellation of any
outstanding awards and payment in cash or other property therefor.</P>
<B><LI>ELIGIBILITY.</LI>
</B><P>Officers, directors and employees of the Company or any Subsidiary, and consultants and
advisors to the Company or any Subsidiary, who are responsible for or are in a position to
contribute to the management, growth and/or profitability of the business of the Company shall be
eligible to be granted Stock Options, Restricted Stock awards, Deferred Stock awards, Performance
Shares or Restricted Stock Unit awards hereunder. The Participants under the Plan shall be selected
from time to time by the Administrator, in its sole discretion, from among the Eligible Recipients
recommended by the senior management of the Company, and the Administrator shall determine, in its
sole discretion, the number of shares of Stock covered by each award.</P>
<B><LI>DISCRETIONARY GRANTS OF STOCK OPTIONS.</LI>
</B><P>Stock Options may be granted alone or in addition to other awards granted under the Plan. Any
Stock Option granted under the Plan shall be in such form as the Administrator may from time to time
approve, and the provisions of Stock Option awards need not be the same with respect to each
optionee.  Recipients of Stock Options shall enter into an award agreement with the Company, in such
form as the Administrator shall determine, which agreement shall set forth, among other things, the
exercise price of the option, the term of the option and provisions regarding exercisability of the
option granted thereunder.</P>
<P>The Stock Options granted under the Plan may be of two types: (i) Incentive Stock Options and
(ii) Non-Qualified Stock Options.</P>
<P>The Administrator shall have the authority to grant any officer or employee of the Company
(including directors who are also officers of the Company) Incentive Stock Options, Non-Qualified
Stock Options, or both types of Stock Options. Directors who are not officers of the Company,
consultants and advisors may only be granted Non-Qualified Stock Options. To the extent that any
Stock Option does not qualify as an Incentive Stock Option, it shall constitute a separate Non-
Qualified Stock Option. More than one option may be granted to the same optionee and be outstanding
concurrently hereunder.</P>
<P>Stock Options granted under the Plan shall be subject to the following terms and conditions and
shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as
the Administrator shall deem desirable:</P>
<OL>

<B><I><LI>Option Price.</B></I> The option price per share of Stock purchasable under a Stock Option
shall be determined by the Administrator in its sole discretion at the time of grant but shall not
be less than 100% of the Fair Market Value of the Stock on such date. If an employee owns or is
deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more
than 10% of the combined voting power of all classes of stock of the Company or any Parent
Corporation and an Incentive Stock Option is granted to such employee, the option price of such
Incentive Stock Option (to the extent required by the Code at the time of grant) shall be no less
than 110% of the Fair Market Value of the Stock on the date such Incentive Stock Option is
granted.</LI>
<B><I><LI>Option Term</B></I>. The term of each Stock Option shall be fixed by the Administrator,
but no Stock Option shall be exercisable more than ten years after the date such Stock Option is
granted; provided, however, that if an employee owns or is deemed to own (by reason of the
attribution rules of Section 424(d) of the Code) more than 10% of the combined voting power of all
classes of stock of the Company or any Parent Corporation and an Incentive Stock Option is granted
to such employee, the term of such Incentive Stock Option (to the extent required by the Code at the
time of grant) shall be no more than five years from the date of grant.</LI>
<B><I><LI>Exercisability.</B></I> Stock Options shall be exercisable at such time or times and
subject to such terms and conditions as shall be determined by the Administrator at or after grant.
The Administrator may provide, in its discretion, that any Stock Option shall be exercisable only in
installments, and the Administrator may waive such installment exercise provisions at any time in
whole or in part based on such factors as the Administrator may determine, in its sole discretion,
including but not limited to in connection with any "change in control" of the Company, as
defined in any stock option agreement or otherwise.</LI>
<B><I><LI>Method of Exercise</B></I>. Subject to Section 5(3) above, Stock Options may be exercised
in whole or in part at any time during the option period, by giving written notice of exercise to
the Company specifying the number of shares to be purchased, accompanied by payment in full of the
purchase price in cash or its equivalent as determined by the Administrator. As determined by the
Administrator, in its sole discretion, payment in whole or in part may also be made (i) by means of
any cashless exercise procedure approved by the Administrator, (ii) in the form of unrestricted
Stock already owned by the optionee, or (iii) in the case of the exercise of a Non-Qualified Stock
Option, in the form of Restricted Stock or Performance Shares subject to an award hereunder (based,
in each case, on the Fair Market Value of the Stock on the date the option is exercised); provided,
however, that in the case of an Incentive Stock Option, the right to make payment in the form of
already owned shares may be authorized only at the time of grant. If payment of the option exercise
price of a Non-Qualified Stock Option is made in whole or in part in the form of Restricted Stock or
Performance Shares, the shares received upon the exercise of such Stock Option shall be restricted
in accordance with the original terms of the Restricted Stock or Performance Share award in
question, except that the Administrator may direct that such restrictions shall apply only to that
number of shares equal to the number of shares surrendered upon the exercise of such option. An
optionee shall generally have the rights to dividends and any other rights of a stockholder with
respect to the Stock subject to the option only after the optionee has given written notice of
exercise, has paid in full for such shares, and, if requested, has given the representation
described in paragraph (1) of Section 10.</LI>
<P>The Administrator may require the voluntary surrender of all or a portion of any Stock Option
granted under this Plan or any other equity incentive plan of the Company or its Subsidiaries as a
condition precedent to the grant of a new Award under this Plan or under any other equity incentive
plan of the Company or its Subsidiaries.  Subject to the provisions of this Plan, such new Award
shall be exercisable at the price, during such period and on such other terms and conditions as are
specified by the Administrator at the time the new Award is granted.  Consistent with the provisions
of Section 162(m), to the extent applicable, upon their surrender, Stock Options shall be canceled
and the shares previously subject to such canceled Stock Options shall again be available for grants
of Stock Options and other awards hereunder. </P>
<B><I><LI>Loans.</B></I> The Company may make loans available to Stock Option holders in connection
with the exercise of outstanding options granted under the Plan, as the Administrator, in its
discretion, may determine.  Such loans shall (i) be evidenced by promissory notes entered into by
the Stock Option holders in favor of the Company, (ii) be subject to the terms and conditions set
forth in this Section 5(5) and such other terms and conditions, not inconsistent with the Plan, as
the Administrator shall determine, (iii) bear interest, if any, at such rate as the Administrator
shall determine, and (iv) be subject to Board approval (or to approval by the Administrator to the
extent the Board may delegate such authority). In no event may the principal amount of any such loan
exceed the sum of (x) the exercise price less the par value (if any) of the shares of Stock covered
by the option, or portion thereof, exercised by the holder, and (y) any Federal, state, and local
income tax attributable to such exercise. The initial term of the loan, the schedule of payments of
principal and interest under the loan, the extent to which the loan is to be with or without
recourse against the holder with respect to principal or interest and the conditions upon which the
loan will become payable in the event of the holder's termination of employment shall be determined
by the Administrator.  Unless the Administrator determines otherwise, when a loan is made, shares of
Stock having a Fair Market Value at least equal to the principal amount of the loan shall be pledged
by the holder to the Company as security for payment of the unpaid balance of the loan, and such
pledge shall be evidenced by a pledge agreement, the terms of which shall be determined by the
Administrator, in its discretion; provided, however, that each loan shall comply with all applicable
laws,  regulations and rules of the Board of Governors of the Federal Reserve System and any other
governmental agency having jurisdiction.</LI>
<B><I><LI>Non-Transferability of Options.</B></I> Unless otherwise determined by the Administrator
in accordance with Rule 16b-3, no Stock Option shall be transferable by the optionee, and all Stock
Options shall be exercisable, during the optionee's lifetime, only by the optionee.</LI>
<B><I><LI>Termination of Employment or Service.</B></I> If an optionee's employment with or service
as a director, consultant or advisor to the Company terminates by reason of death, Disability or for
any other reason, the Stock Option may thereafter be exercised to the extent provided in the
applicable subscription or award agreement, or as otherwise determined by the Administrator.</LI>
<B><I><LI>Annual Limit on Incentive Stock Options</B></I>. To the extent that the aggregate Fair
Market Value (determined as of the date the Incentive Stock Option is granted) of shares of Stock
with respect to which Incentive Stock Options granted to an Optionee under this Plan and all other
option plans of the Company or its Parent Corporation become exercisable for the first time by the
Optionee during any calendar year exceeds $100,000, such Stock Options shall be treated as Non-
Qualified Stock Options.</LI></OL>

<B><LI>ANNUAL NON-EMPLOYEE DIRECTOR STOCK OPTION GRANTS</LI>
</B><P>Each non-employee director of the Company shall automatically be granted a Non-Qualified
Stock Option to purchase 6,000 shares of Stock on December 15 of each calendar year, or if December
15 in any particular year is not a business day on the first business day thereafter (an
"Annual Non-Employee Director Stock Option"). The terms and conditions of the Annual Non-
Employee Director Stock Options granted pursuant to this Section 6 shall be as follows: </P>
<OL>

<B><I><LI>Option Term</B></I>. The term of the option shall be ten (10) years from the date of
grant. </LI>
<B><I><LI>Exercise Price.</B></I> The exercise price per share of Stock subject to such option shall
be 100% of the Fair Market Value of the Stock on the date of grant. </LI>
<B><I><LI>Vesting and Exercisability</B></I>. The option shall be 100% vested and exercisable as of
the date of grant. </LI>
<B><I><LI>Non-Transferability of Options.</B></I> Unless otherwise determined by the Administrator
in accordance with Rule 16b-3, the option shall not be transferable by the optionee, and shall be
exercisable, during the optionee's lifetime, only by the optionee. </LI>
<B><I><LI>Payment of Exercise Price.</B></I> The exercise price of such option shall be paid in cash
or its equivalent as determined by the Administrator. </LI>
<B><I><LI>Termination of Service.</B></I> If a non-employee director ceases to serve as a director
of the Company the option shall terminate immediately (except in the event of the Outside Director's
death, Disability or retirement, as described below): </LI>
<OL TYPE="a">

<LI>In the event a non-employee director's continuous status as an outside director terminates as a
result of his or her disability, he or she may, but only within twelve (12) months from the date of
termination, exercise his or her options. </LI>
<LI>In the event of the death of a non-employee director, the options may be exercised at any time
within twelve (12) months following the date of death by the optionee's estate or by a person who
acquired the right to exercise the options by bequest or inheritance. </LI>
<LI>In the event of the retirement of a non-employee director, the director's length of service as a
director shall determine the time period for exercising options: </LI>
<OL TYPE="i">

<LI>for non-employee directors with less than one (1) year of service prior to retirement, the
director may exercise his or her options at any time within three (3) months following retirement;
</LI>
<LI>for non-employee directors with more than one (1) year but less than three (3) years of service
prior to retirement, the director may exercise his or her options at any time within six (6) months
following retirement; </LI>
<LI>for non-employee directors with more than three (3) years but less than five (5) years of
service prior to retirement, the director may exercise his or her options at any time within twelve
(12) months following retirement; and </LI>
<LI>for non-employee directors with more than five (5) years of service prior to retirement, the
director may exercise his or her options at any time within eighteen (18) months following
retirement. </LI></OL>
</OL>
</OL>

<P>In no event shall the options be exercisable after expiration of the Option Term. If the options
are not exercised (to the extent they were entitled to be exercised) within the time specified
above, the options shall terminate. </P>
<B><LI>RESTRICTED STOCK, DEFERRED STOCK, PERFORMANCE SHARES AND RESTRICTED STOCK UNITS.</LI>
</B><P>	(1)	<B><I>General</B></I>.  Restricted Stock, Deferred Stock, Performance Shares or
Restricted Stock Unit awards may be issued either alone or in addition to other awards granted under
the Plan. The Administrator shall determine the Participants to whom, and the time or times at
which, grants of Restricted Stock, Deferred Stock, Performance Share or Restricted Stock Unit awards
shall be made; the number of shares to be awarded; the price, if any, to be paid by the recipient of
Restricted Stock, Deferred Stock, Performance Share or Restricted Stock Unit awards; the Restricted
Period (as defined in paragraph (3) hereof) applicable to Restricted Stock or Deferred Stock awards;
the performance objectives applicable to Restricted Stock, Deferred Stock, Performance Share or
Restricted Stock Unit awards; the date or dates on which restrictions applicable to such Restricted
Stock or Deferred Stock awards shall lapse during such Restricted Period; the date or dates on which
the Participant's rights in the Restricted Stock Units shall vest; and all other conditions of the
Restricted Stock, Deferred Stock, Performance Share and Restricted Stock Unit awards. The
Administrator may also condition the grant of Restricted Stock, Deferred Stock awards, Performance
Shares or Restricted Stock Units upon the exercise of Stock Options, or upon such other criteria as
the Administrator may determine, in its sole discretion. The provisions of Restricted Stock,
Deferred Stock, Performance Share or Restricted Stock Unit awards need not be the same with respect
to each recipient. In the discretion of the Administrator, loans may be made to Participants in
connection with the purchase of Restricted Stock under substantially the same terms and conditions
as provided in Section 5(5) herein with respect to the exercise of Stock Options.</P>
<P>	(2)	<B><I>Awards and Certificates.</B></I> The prospective recipient of a Restricted
Stock, Deferred Stock, Performance Share or Restricted Stock Unit award shall not have any rights
with respect to such Award, unless and until such recipient has executed an agreement evidencing the
Award (a "Restricted Stock Award Agreement," "Deferred Stock Award Agreement,"
"Performance Share Award Agreement," or Restricted Stock Unit Award Agreement," as
appropriate) and delivered a fully executed copy thereof to the Company, within a period of sixty
days (or such other period as the Administrator may specify) after the Date of Grant. Except as
otherwise provided below in this Section 7(2), (i) each Participant who is awarded Restricted Stock
or Performance Shares shall be issued a stock certificate in respect of such shares of Restricted
Stock or Performance Shares; and (ii) such certificate shall be registered in the name of the
Participant, and shall bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such Award.</P>
<P>	The Company may require that the stock certificates evidencing Restricted Stock or
Performance Share awards hereunder be held in the custody of the Company until the restrictions
thereon shall have lapsed, and that, as a condition of any Restricted Stock award or Performance
Share award, the Participant shall have delivered a stock power, endorsed in blank, relating to the
Stock covered by such award.</P>
<P>	With respect to Deferred Stock and Restricted Stock Unit awards (to the extent, if any, that
Restricted Stock Unit awards shall be settled in shares of Stock), at the expiration of the
Restricted Period or upon the vesting and settlement of the Restricted Stock Units, stock
certificates in respect of such shares of Deferred Stock or Stock issuable pursuant to the vesting
of a Restricted Stock Unit shall be delivered to the Participant, or his or her legal
representative, or the shares of Stock issued pursuant to a Deferred Stock or Restricted Stock Unit
award shall be otherwise distributed to the Participant, in a number equal to the number of shares
of Stock covered by the Deferred Stock or Restricted Stock Unit award.  As appropriate, applicable
legends may be placed on stock certificates issued pursuant to a Deferred Stock or Restricted Stock
Unit award.</P>
<P>	(3)	<B><I>Restrictions and Conditions</B></I>. The Restricted Stock, Deferred Stock,
Performance Share and Restricted Stock Unit awards granted pursuant to this Section 7 shall be
subject to the following restrictions and conditions: </P>
<P>		(a)	Subject to the provisions of the Plan and the Restricted Stock Award Agreement,
Deferred Stock Award Agreement, Performance Share Award Agreement, or Restricted Stock Unit Award
Agreement, as appropriate, governing such Award, during such period as may be set by the
Administrator commencing on the Date of Grant (the "Restricted Period"), the Participant
shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock, Deferred
Stock or Performance Shares or shall not be vested in the rights to the Restricted Stock Units
awarded under this Plan; provided that the Administrator may, in its sole discretion, provide for
the lapse of such restrictions or the vesting in such rights in installments and may accelerate or
waive such restrictions or vesting in whole or in part based on the attainment of certain
performance related goals, the Participant's termination of employment or service, death or
Disability or the occurrence of a "Change of Control" as defined in the agreement
evidencing such award or otherwise.</P>
<P>		(b)	Except as provided in paragraph (3)(a) of this Section 7 or in the Award
agreement, the Participant shall generally have, with respect to the shares of Restricted Stock or
Performance Shares, all of the rights of a stockholder with respect to such stock during the
Restricted Period.  The Participant shall generally not have the rights of a stockholder with
respect to stock subject to Deferred Stock awards during the Restricted Period or with respect to
unissued Stock subject to Restricted Stock Unit awards; provided, however, that dividends declared
during the Restricted Period with respect to the number of shares covered by a Deferred Stock award
shall be paid to the Participant.   With respect to Restricted Stock Unit awards, prior to
settlement or forfeiture, any Restricted Stock Unit award may, at the Administrator's discretion,
carry with it a right to dividend equivalents.  Such right entitles the Participant to be credited
with an amount equal to all cash dividends paid on one share of Stock while the Restricted Stock
Unit is outstanding.  Dividend equivalents may be converted into additional Restricted Stock Units.
Settlement of dividend equivalents may be made in the form of cash, in the form of shares of Stock,
or in a combination of both.  Prior to distribution, any dividend equivalents that are not paid
shall be subject to the same conditions and restrictions as the Restricted Stock Units to which they
attach.  Certificates for shares of unrestricted Stock shall be delivered to the Participant
promptly after, and only after, the Restricted Period shall expire without forfeiture in respect of
such shares of Restricted Stock, Performance Shares or Deferred Stock, or upon vesting, without
forfeiture, in Restricted Stock Units, except as the Administrator, in its sole discretion, shall
otherwise determine.</P>
<P>		(c)	The rights of holders of Restricted Stock, Deferred Stock, Performance Share and
Restricted Stock Unit awards upon termination of employment or service for any reason during the
Restricted Period or prior to completion of vesting in the Restricted Stock Units shall be set forth
in the Restricted Stock Award Agreement, Deferred Stock Award Agreement, Performance Share Award
Agreement or Restricted Stock Unit Award, as appropriate, governing such awards.</P>
<P>		(d)	Settlement of vested Restricted Stock Units may be made in the form of (i) cash,
(ii) shares of Stock, or (iii) any combination of both, as determined by the Administrator.  The
actual number of Restricted Stock Units eligible for settlement may be larger or smaller than the
number included in the original Award, based on predetermined performance factors.  Methods of
converting Restricted Stock Units into cash may include (without limitation ) a method based on the
average Fair Market Value of a share of Stock over a series of trading days.  Vested Restricted
Stock Units may be settled in a lump sum or in installments.  The distribution may occur or commence
when all vesting conditions applicable to the Restricted Stock Units have been satisfied or lapsed,
or it may be deferred to any later date.  The amount of a deferred distribution may be increased by
an interest factor or by dividend equivalents.  Until a Restricted Stock Unit award is settled, the
number of such Restricted Stock Units shall be subject to adjustment pursuant to Section 3.</P>
<P>		(e)	With respect to awards intended to constitute "qualified performance based
compensation" for purposes of Section 162(m) of the Code, the applicable performance goals
shall be based upon earnings, earnings per share, revenue growth or return on equity. </P>

<B><LI>AMENDMENT AND TERMINATION.</LI>
</B><P>The Board may amend, alter or discontinue the Plan, but no amendment, alteration, or
discontinuation shall be made that would impair the rights of a Participant under any award
theretofore granted without such Participant's consent, or that without the approval of the
stockholders (as described below) would: </P>
<OL>

<LI>except as provided in Section 3, increase the total number of shares of Stock reserved for the
purpose of the Plan; </LI>
<LI>change the class of directors, officers, employees, consultants and advisors eligible to
participate in the Plan; </LI>
<LI>extend the maximum option period under paragraph (2) of Section 5 of the Plan; or </LI>
<LI>change the material terms of grants of Annual Non-Employee Director Stock Options pursuant to
Section 6. </LI></OL>

<P>Notwithstanding the foregoing, stockholder approval under this Section 8 shall only be required
at such time and under such circumstances as stockholder approval would be required under Section
162(m) of the Code or other applicable law, rule or regulation with respect to any material
amendment to any employee benefit plan of the Company. </P>
<P>The Administrator may amend the terms of any award theretofore granted, prospectively or
retroactively, but, subject to Section 3 above, no such amendment shall impair the rights of any
holder without his or her consent. </P>
<B><LI>UNFUNDED STATUS OF PLAN. </LI>
</B><P>The Plan is intended to constitute an "unfunded" plan for incentive compensation.
With respect to any payments not yet made to a Participant by the Company, nothing contained herein
shall give any such Participant any rights that are greater than those of a general creditor of the
Company. </P>
<B><LI>GENERAL PROVISIONS. </LI>
<OL>

</B><LI>The Administrator may require each person purchasing shares pursuant to a Stock Option to
represent to and agree with the Company in writing that such person is acquiring the shares without
a view to distribution thereof. The certificates for such shares may include any legend which the
Administrator deems appropriate to reflect any restrictions on transfer. </LI>
<P>All certificates for shares of Stock delivered under the Plan shall be subject to such stock-
transfer orders and other restrictions as the Administrator may deem advisable under the rules,
regulations, and other requirements of the Securities and Exchange Commission, any stock exchange
upon which the Stock is then listed, and any applicable Federal or state securities law, and the
Administrator may cause a legend or legends to be placed on any such certificates to make
appropriate reference to such restrictions. </P>
<LI>Nothing contained in the Plan shall prevent the Board from adopting other or additional
compensation arrangements, subject to stockholder approval if such approval is required; and such
arrangements may be either generally applicable or applicable only in specific cases. The adoption
of the Plan shall not confer upon any officer, director, employee, consultant or advisor of the
Company any right to continued employment or service with the Company, as the case may be, nor shall
it interfere in any way with the right of the Company to terminate the employment or service of any
of its officers, directors, employees, consultants or advisors at any time. </LI>
<LI>Each Participant shall, no later than the date as of which the value of an award first becomes
includible in the gross income of the Participant for Federal income tax purposes, pay to the
Company, or make arrangements satisfactory to the Administrator regarding payment of, any Federal,
state, or local taxes of any kind required by law to be withheld with respect to the award. The
obligations of the Company under the Plan shall be conditional on the making of such payments or
arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due to the Participant. </LI>
<LI>No member of the Board or the Administrator, nor any officer or employee of the Company acting
on behalf of the Board or the Administrator, shall be personally liable for any action,
determination, or interpretation taken or made in good faith with respect to the Plan, and all
members of the Board or the Administrator and each and any officer or employee of the Company acting
on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the
Company in respect of any such action, determination or interpretation. </LI></OL>

<B><LI>EFFECTIVE DATE OF PLAN. </LI>
</B><P>The Plan became effective (the "Effective Date") on August 5, 1997, the date the
Company's stockholders formally approved the Plan. </P>
<B><LI>TERM OF PLAN. </LI></OL>

</B><P>No Stock Option, Restricted Stock, Deferred Stock, Performance Share or Restricted Stock Unit
award shall be granted pursuant to the Plan on or after the tenth anniversary of the Effective Date,
but awards theretofore granted may extend beyond that date. </P>

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