EXHIBIT 4.12


                               UNILAB CORPORATION

               Amended & Restated 2000 Executive Stock Option Plan

              1. Purpose. The purpose of this Amended and Restated 2000
Executive Stock Option Plan (the "Plan") is to advance the interests of UNILAB
CORPORATION, a Delaware corporation (the "Company"), by affording certain
officers, directors, consultants and key employees of the Company and its
subsidiaries an ownership interest in the Company and thus to stimulate in such
persons increased personal interest in the success and future growth of the
Company.

              2. Definitions.

              "Acceptance Date" shall have the meaning ascribed to such term in
the Merger Agreement.

              "Acquiring Person" shall mean, with reference to the transactions
referred to in Section 12(a), (i) the continuing or surviving entity of a
consolidation or merger with the Company in connection with which the Common
Stock is changed into or exchanged for stock or other securities of any other
Person or cash or any other property, (ii) the transferee of all or
substantially all of the assets of the Company, (iii) the parent entity of any
corporation consolidating with or merging into the Company in a consolidation or
merger in connection with which the Common Stock is changed into or exchanged
for stock or other securities of any other Person or cash or any other property
if the Company becomes a subsidiary of such entity and the parent entity of any
entity acquiring all or substantially all of the assets of the Company, or (iv)
in the case of a capital reorganization or reclassification or in any case in
which the Company is a surviving corporation in a merger not described in clause
(i) or (iii) above, the Company.

              "Average Closing Price" shall mean the average Fair Market Value
of the Common Stock over the consecutive trading days within any six-month
period commencing on or after the effectiveness of the Company's initial public
offering of its shares of Common Stock.

              "Board" shall mean the Board of Directors of the Company.

              "Business Day" shall mean any day other than a Saturday or a
Sunday or a day on which commercial banking institutions in the City of New York
are


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authorized by law to be closed. Any reference herein to "days" (unless Business
Days are specified) shall mean calendar days.

              "Cause" shall have the meaning set forth in the Option agreement.

              "Class A Option" shall mean an option to purchase a number of
shares of Common Stock, as specified in an option agreement, identified as a
"Class A Option," which shall be subject to the exercise and termination
provisions set forth in Section 8(a) hereof and, if applicable, in such Option
agreement.

              "Class B Option" shall mean an option to purchase a number of
shares of Common Stock, as specified in an option agreement, identified as a
"Class B Option," which shall be subject to the exercise and termination
provisions set forth in Section 8(b) hereof and, if applicable, in such Option
agreement.

              "Class C1 Option" shall mean an option to purchase a number of
shares of Common Stock, as specified in an option agreement, identified as a
"Class C1 Option," which shall be subject to the exercise and termination
provisions set forth in Section 8(c) hereof and, if applicable, in such Option
agreement.

              "Class C2 Option" shall mean an option to purchase a number of
shares of Common Stock, as specified in an option agreement, identified as a
"Class C2 Option," which shall be subject to the exercise and termination
provisions set forth in Section 8(d) hereof and, if applicable, in such Option
agreement.

              "Class C3 Option" shall mean an option to purchase a number of
shares of Common Stock, as specified in an option agreement, identified as a
"Class C3 Option," which shall be subject to the exercise and termination
provisions set forth in Section 8(e) hereof and, if applicable, in such Option
agreement.

              "Closing Date" shall mean November 23, 1999 the closing date of
the Agreement and Plan of Merger, dated as of May 24, 1999, as amended July 8,
1999, July 30, 1999 and August 10, 1999 between the Company, and UC ACQUISITION
SUB, INC., a Delaware corporation and a direct wholly owned subsidiary of Kelso
Investment Associates, VI L.P., a Delaware limited partnership, and KEP VI LLC,
a Delaware limited liability company.

              "Common Stock" shall mean the Common Stock, par value $.01 per
share, of the Company, such term to include any stock into which such Common


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Stock shall, after the date hereof, have been changed or any stock resulting
from any reclassification of such Common Stock.

              "Company" shall have the meaning ascribed to such term in Section
1 hereof.

              "Committee" shall mean the committee appointed by the Board to
administer and to perform the functions set forth herein. If no Committee is
appointed by the Board, the Board shall be the Committee.

              "Disability" shall have the meaning set forth in the Option
agreement.

              "Eligible Person" shall have the meaning ascribed to such term in
Section 5 hereof.

              "Exercise Notice" shall have the meaning ascribed to such term in
Section 8(a) hereof.

              "Fair Market Value" of a share of Common Stock on any date shall
be the fair market value of such Stock as determined by the Committee in its
sole discretion; provided that (A) if the Common Stock is admitted to trading on
a national securities exchange, Fair Market Value on any date shall be the last
sale price reported for the Common Stock on such exchange on such date or, if
none, the next earlier date on which a sale was reported, (B) if the Common
Stock is admitted to quotation on the NASDAQ Stock Market or other comparable
quotation system, Fair Market Value on any date shall be the last sale price
reported for the Common Stock on such system on such date or, if none, the next
earlier date on which a sale was reported, or (C) if the Common Stock is
admitted to quotation on a system other than the NASDAQ Stock Market or other
comparable quotation system, Fair Market Value on any date shall be the average
of the highest bid and lowest asked prices of the Common Stock on such system on
such date.

              "Good Reason" shall have the meaning set forth in the Option
agreement.

              "Holder" shall mean a Person to whom an Option is granted pursuant
to the Plan.

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              "Kelso" shall mean Kelso & Company L.P.

              "KEP VI" shall mean KEP VI, LLC, a Delaware limited liability
company.

              "Merger Agreement" shall mean the Agreement and Plan of Merger
among Quest Diagnostics Incorporated, [Merger Sub, Inc.,] and the Company dated
April 1, 2002.

              "Named Consultant" shall have the meaning ascribed to such term in
Section 8(a) hereof.

              "Options" shall mean, collectively, Class A Options, Class B
Options, Class C1 Options, Class C2 Options, Class C3 Options and Rolled
Options.

              "Option Price" shall mean the price per share for which shares of
Common Stock may be purchased pursuant to an Option, as set forth in the
applicable Option agreement.

              "Other Securities" shall mean any stock (other than Common Stock)
and other securities of the Company or any other Person (corporate or otherwise)
which the Holders of the Options at any time shall be entitled to receive, or
shall have received, upon the exercise of the Options, in lieu of or in addition
to Common Stock, or which at any time shall be issuable or shall have been
issued in exchange for or in replacement of Common Stock or Other Securities.

              "Permitted Transferee" of a Holder shall mean the Company and (A)
the spouses, family members, heirs, executors, administrators, testamentary
trustees or legatees or beneficiaries of the Holder, (B) any trust, the
beneficiaries of which, or a corporation or partnership, the stockholders or
general and limited partners of which, include only the Holder or the spouse or
family members of the Holder and (C) any other Person approved by the Committee;
provided that each such transferor has obtained the prior written consent of the
Company; provided further that the transfer to any such person is in compliance
with all applicable federal, state and foreign securities laws.

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              "Person" shall mean a corporation, an association, a partnership,
an organization, a business, an individual, a government or political
subdivision thereof or a governmental agency.

              "Plan" shall have the meaning ascribed to such term in Section 1
hereof.

              "Prior Plan" shall mean the Company's 1996 Stock Option and
Performance Incentive Plan, as amended.

              "Retirement" shall have the meaning set forth in the Option
agreement.

              "Rolled Option" shall mean an Option to purchase shares of Common
Stock previously granted under the Prior Plan that has been assumed by and made
subject to terms of the Plan.

              3. Options Available for Grant Pursuant to the Plan. The Options
available for grant pursuant to the Plan shall in no case exceed, in the
aggregate, the following quantities:

              (a) in the case of Class A Options, options to purchase 1,643,854
shares of Common Stock;

              (b) in the case of Class B Options, options to purchase 193,258
shares of Common Stock;

              (c) in the case of C1 Options, options to purchase 807,877 shares
of Common Stock;

              (d) in the case of C2 Options, options to purchase 628,348 shares
of Common Stock; and

              (e) in the case of C3 Options, options to purchase 520,171 shares
of Common Stock.

              Notwithstanding the foregoing, the Company may from time to time
reallocate the number of Options available for grant among the classes of
Options (other than Rolled Options) available under this Plan.

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              4. Reservation of Shares. The Company has reserved (subject to
adjustment as provided in Section 11 hereof), solely for issuance and delivery
upon exercise of the Options pursuant to this Plan, 3,793,508 shares of Common
Stock. All shares of Common Stock (or Other Securities) issuable upon exercise
of any Options shall be duly authorized and, when issued upon such exercise,
shall be validly issued and, in the case of shares, fully paid and nonassessable
with no liability on the part of the Holders thereof.

              5. Eligibility. Options may be granted to executive officers,
directors, consultants or key employees of the Company or any of its
subsidiaries, from time to time, as determined by the Committee (each, an
"Eligible Person"). In determining (i) who shall be an Eligible Person or (ii)
grants under the Plan, the Committee shall take into account such factors as it
shall deem relevant in connection with accomplishing the purposes of the Plan.

              6. No Right to Employment or Continued Service. Nothing in the
Plan or in any Option shall confer any right on any Eligible Person to continue
in the employ or service of the Company or any of its subsidiaries or shall
interfere in any way with the right of the stockholders of the Company or any of
its subsidiaries to terminate such Eligible Person's employment or service at
any time.

              7. Administration of the Plan. The Plan shall be administered by
the Committee. The Committee shall have full power to construe and interpret the
Plan, to establish rules for its administration and to grant Options to Eligible
Persons, in each case in accordance with the provisions of the Plan. In
addition, the Committee may delegate such of its duties under the Plan as may
be deemed by the Committee to be clerical or ministerial to such delegates as
the Committee deems appropriate. All actions taken and decisions made by the
Committee pursuant to the Plan shall be binding and conclusive on all persons
interested in the Plan.

              8. Exercisability of Options.

              (a) Class A Options.

                  (i) Unless otherwise determined by the Committee, all
     outstanding Class A Options heretofore granted that are not vested and
     exercisable shall be fully vested and exercisable as of the Acceptance
     Date.

                  (ii) In the event that a Holder's employment or service with
     the Company or any of its subsidiaries is terminated for any reason other
     than

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     by the Company or any of its subsidiaries for Cause, any portion of any
     Class A Option held by such Holder, that has become exercisable will remain
     exercisable; provided, however, that any such Option shall expire on the
     90th day after termination of employment or service of the Holder. Any
     unexercisable portion of any Class A Option held by a Holder shall expire
     immediately prior to a Holder's termination of service or employment.

                  (iii) Notwithstanding anything to the contrary herein, in the
     event that the employment or service of a Holder with the Company or any of
     its subsidiaries is terminated by the Company or any of its subsidiaries
     for Cause, each Class A Option held by such Holder shall expire immediately
     prior to such termination.

              (b) Class B Options.

                  (i) Except with respect to Class B Options held by the
     consultant identified in Schedule A hereto (the "Identified Consultant"),
     all outstanding Class B Options heretofore granted that are not vested and
     exercisable shall be fully vested and exercisable as of the Acceptance
     Date.

                  (ii) In the event that a Holder's employment or service with
     the Company or any of its subsidiaries is terminated for any reason other
     than by the Company or any of its subsidiaries for Cause, any portion of
     any Class B Option held by such Holder, that has become exercisable will
     remain exercisable; provided, however, that any such Option shall expire on
     the 90th day after termination of employment or service of the Holder and
     any portion of a Class B Option held by such Holder that was not
     exercisable as of the date of termination of employment or service shall
     expire immediately prior to such termination.

                  (iii) Notwithstanding anything to the contrary herein, in the
     event that the employment or service of a Holder with the Company or any of
     its subsidiaries is terminated by the Company or any of its subsidiaries
     for Cause, each Class B Option held by such Holder shall expire immediately
     prior to such termination.

              (c) Class C1 Options. All outstanding Class C1 Options heretofore
granted are fully vested and exercisable.

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              (d) Class C2 Options. All outstanding Class C2 Options heretofore
granted are fully vested and exercisable.

              (e) Class C3 Options. All Class C3 Options heretofore granted,
except for the options listed on Schedule A attached hereto, shall be fully
vested and exercisable as of the Acceptance Date. With respect to those Class C3
Options that are not vested pursuant to the foregoing sentence, subject to
Section 4.04(a) of the Merger Agreement, if (1) the Average Closing Price
exceeds $27.88, (2) the Fair Market Value exceeds $23.70 on the last trading day
in the period during which the Average Closing Price was calculated, and (3) the
Holder is a director, officer or employee of the Company or any of its
subsidiaries on the date on which the conditions set forth in clauses (1) and
(2) of this Section 8(e) are satisfied, then all such outstanding Class C3
Options shall become vested and exercisable.

              (f) Notwithstanding anything to the contrary herein, the Committee
may accelerate the exercisability or delay or postpone the expiration of any
outstanding Class C1 Options, Class C2 Options or Class C3 Options at such time
and under such circumstances as the Committee, in its sole discretion, deems
appropriate.

              (g) In the event that the Holder's employment or service with the
Company or any of its subsidiaries is terminated for any reason other than by
the Company or any of its subsidiaries for Cause, any portion of a Class C1
Option, Class C2 Option or Class C3 Option held by such Holder that is vested
and exercisable will remain exercisable; provided, however, that any such Class
C1 Option, Class C2 Option or Class C3 Option shall expire on the 90th day after
termination of employment or service of the Holder. Any unvested portion of a
Class C1 Option, Class C2 Option or Class C3 Option shall expire immediately
prior to a Holder's termination of service or employment.

              (h) Notwithstanding anything to the contrary herein, in the event
that the employment or service of a Holder with the Company or any of its
subsidiaries is terminated by the Company or any of its subsidiaries for Cause,
each Class C1 Option, Class C2 Option and Class C3 Option held by such Holder
shall expire immediately prior to such termination.

              (i) Rolled Options. Rolled Options are Options which have been, by
Board action, assumed by and made subject to the terms of the Plan and the
Option Agreement applicable to such Rolled Options. Rolled Options shall be
fully

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vested and exercisable from the date that such Option is assumed by and made
subject to the terms of the Plan and the applicable Option award agreement.

              9. Manner of Exercise.

              (a) Each Option shall further state the terms and conditions of
the Option (including the conditions to exercisability thereof) and the Option
Price. An Option may be exercised, subject to this Section 9, for any or all
whole number of shares which have become purchasable under such Option. To the
extent necessary upon the exercise of an Option, the Company shall round each
fractional share issuable upon such exercise up to the next whole number.

              (b) Subject to the terms and conditions set forth in this Plan
(including the conditions to exercisability thereof), an Option may be exercised
by the Holder during normal business hours on any Business Day, by surrender of
the Option to the Company at its principal office, accompanied by a
subscription, in cash or by certified or official bank check payable to the
order of the Company, in the amount obtained by multiplying (x) the number of
shares of Common Stock designated in such subscription (up to the amount of
shares which such Holder is entitled to receive at such time upon exercise of
the Option) by (y) the Option Price. A Holder may elect to pay all or a portion
of the aggregate subscription price by tendering shares of Common Stock with a
Fair Market Value equal to aggregate subscription price; provided, however, that
such Holder must have owned such tendered shares of Common Stock continuously
through such exercise date for a period of a least six months. In addition, each
Option may be exercised in accordance with Section 4.04 of the Merger Agreement.

              (c) Each exercise of an Option shall be deemed to have been
effected immediately prior to the close of business on the Business Day on which
an Option shall have been surrendered to the Company, and at such time the
Person or Persons in whose name or names any certificate or certificates for
shares of Common Stock (or Other Securities) shall be issuable upon such
exercise shall be deemed to have become the Holder or Holders of record thereof.

              (d) The Company at its expense shall deliver to the relevant
Holder (or as such Holder may direct pursuant to the Option) a certificate or
certificates representing shares of the Common Stock so purchased as soon as
reasonably practicable, but in any event within five Business Days, after
receipt of such notice.

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              (e) In the event that such exercise is in part only, the Company
shall deliver a new Option of the same class and tenor, calling in the aggregate
on the face thereof for the number of shares of Common Stock equal to the number
of such shares which such Holder would be entitled to receive at such time upon
exercise of this Option, after giving effect to such recent exercise.

              (f) Notwithstanding anything to the contrary in the Plan, in no
event may any Option be exercised prior to the time at which the Option becomes
exercisable (as set forth in the Option) or after the expiration of such Option,
and each Option shall terminate upon the terms set forth in Sections 8 and 10
hereof.

              10. Expiration of Options. Notwithstanding the provisions of
Section 8 above, the Options will expire no later than the end of the tenth
anniversary of the Closing Date. Any outstanding unexercised Option, or portion
thereof, shall be forfeited, whether or not exercisable, upon the expiration of
such Option.

              11. Adjustment of Number of Shares of Common Stock Issuable Upon
Exercise. The number and kind of shares of Common Stock purchasable upon the
exercise of Options, and the numbers set forth in Section 8, shall be subject to
adjustment from time to time as follows:

              (a) Stock Dividends; Stock Splits; Reverse Stock Splits. In case
the Company shall (i) pay a dividend or make any other distribution with respect
to its Common Stock in shares of its capital stock, (ii) subdivide its
outstanding Common Stock, or (iii) combine its outstanding Common Stock into a
smaller number of shares, the number of shares of Common Stock issuable upon
exercise of the Options immediately prior to the record date for such dividend
or distribution or the effective date of such subdivision or combination shall
be adjusted so that the Holder of the Options shall thereafter be entitled to
receive the kind and number of shares of Common Stock or Other Securities of the
Company that such Holder would have owned or have been entitled to receive after
the happening of any of the events described above, had such Options been
exercised immediately prior to the happening of such event or any record date
with respect thereto. An adjustment made pursuant to this Section 11 shall
become effective immediately after the effective date of such event retroactive
to the record date, if any, for such event.

              (b) No Adjustment for Dividends; No Adjustment of Option Price.
Except as otherwise provided in this Section 11, no adjustment in respect of any
ordinary (or except as the Board may expressly determine otherwise to be
equitable, extraordinary) dividends declared and paid on Common Stock, or on any

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other capital stock of the Company, shall be made during the term of an Option
or upon the exercise of an Option. Notwithstanding anything to the contrary
contained in this Plan, in the event of any adjustments to Options pursuant to
this Section 11, adjustments shall be made solely to the number and kind of
securities purchasable upon the exercise of Options and no adjustments shall be
made to the Option Price.

              (c) Other Adjustments. In the event that at any time, as a result
of an adjustment made pursuant to this Section 11, the registered Holders shall
become entitled to receive any securities of the Company other than shares of
Common Stock, thereafter the number of such Other Securities so receivable upon
exercise of the Options shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with
respect to the shares of Common Stock contained in this Section 11.

              (d) Notice of Adjustment. Whenever the number of shares of Common
Stock purchasable upon the exercise of an Option is adjusted, as herein
provided, the Company shall give notice to each Holder of such adjustment or
adjustments.

              12. Purchase Rights Upon Merger, Consolidation, etc. In the event
of any consolidation of the Company with or merger of the Company with or into
another corporation or in case of any sale, transfer or lease to another entity
of all or substantially all the assets of the Company, the Company may, without
the consent of the Holder, unless stated otherwise in the Holder's Option
agreement, cancel any outstanding Option (whether vested or unvested) held by
the Holder and make a cash payment to the Holder in consideration for such
cancellation of such amount the Committee, in its sole discretion, deems
appropriate (which amount shall not be less than the difference between the
aggregate Fair Market of the shares of Common Stock subject to the Option and
the aggregate Option Price). To the extent that the Company does not cancel
Options as described in this Section 12, the Acquiring Person shall execute an
agreement under which the Acquiring Person shall assume each Option and each
such assumed Option shall continue to vest and become exercisable in accordance
with its terms (adjusted, in the discretion of the Board, to reflect the effect
of such transaction) and shall thereafter become exercisable, subject to the
conditions and other terms of such Options, for the number and/or kind of
capital stock, securities and/or other property into which the Common Stock
subject to the Option would have been changed or exchanged had the Option been
exercised in full prior to such transaction, provided that, if necessary, the
provisions of the Option shall be appropriately adjusted so as to be applicable,
as nearly as may reasonably be, to any shares of capital stock, securities
and/or other property thereafter

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issuable or deliverable upon exercise of the Option. The Company shall deliver
to each Holder, notice of the execution of any such agreement (including a copy
thereof). Such agreement shall provide for adjustments, which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
12. The provisions of this Section 12 shall similarly apply to successive
consolidations, mergers, sales, transfers or leases. The Acquiring Person shall
mail to Holders a notice describing any supplemental Option Agreement. In the
event that this Section 12 shall be applicable, the provisions of Section 11(a)
shall not be applicable.

              13. Registration and Transfer of Options, etc.

              (a) Option Register; Ownership of Options. The Company will keep
at its principal office a register in which the Company will provide for the
registration of Options and the registration of transfers of Options. The
Company may treat the Person in whose name any Option is registered on such
register as the owner thereof for all other purposes, and the Company shall not
be affected by any notice to the contrary, except that, if and when any Option
is accompanied by an instrument of assignment in a form acceptable to the
Company, the Company may (but shall not be obligated to) treat the bearer
thereof as the owner of such Option for all purposes. Subject to Section 13
hereof, an Option, if properly assigned, may be exercised by a new Holder
without a new Option first having been issued.

              (b) Transfer and Exchange of Options. Upon surrender of any Option
for registration of transfer or for exchange to the Company at its principal
office, the Company at its expense will execute and deliver in exchange therefor
a new Option or Options of the same class and tenor, in the name of such Holder
or as such Holder (upon payment by such holder of any applicable transfer taxes)
may direct, calling in the aggregate on the face or faces thereof for the number
of shares of Common Stock called for on the face or faces of the Option or
Options so surrendered.

              (c) Replacement of Options. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Option and, in the case of any such loss, theft or destruction of any Option,
upon delivery of an indemnity bond in such reasonable amount as the Company may
determine (or, at the sole option of the Company, of an indemnity agreement
reasonably satisfactory to the Company), or, in the case of any such mutilation,
upon the surrender of such Option for cancellation to the Company at its
principal office, the Company at its

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expense will execute and deliver, in lieu thereof, a new Option of the same
class and tenor.

              14. Rights as Option Holders of Shares. Neither the Holder of an
Option nor any Permitted Transferees shall have any rights as a stockholder of
the Company (including, without limitation, any right to vote or to receive
dividends or to consent or to receive notice as a stockholder in respect of any
meeting of stock holders for the election of directors of the Company or any
other matter, or any right whatsoever as a stockholder of the Company (except
for those notices and other matters expressly set forth under the Plan or in the
Option)). An Option does not impose any obligation on a Holder or any of its
Permitted Transferees to purchase any securities or impose any liabilities on a
Holder as a stockholder of the Company, whether such obligation or liabilities
are asserted by the Company or by creditors of the Company.

              15. Withholding. The Company shall have the right to require a
Holder or other person entitled to receive shares of Common Stock upon the
exercise of Options under the Plan to pay to the Company, as a condition to
receiving such shares, the minimum amount which the Company is or will be
required to withhold with respect to the issuance of such shares in order for
the Company to pay taxes or to claim an income tax deduction with respect to the
issuance of such shares. In lieu of such payment, the Company may retain, at the
discretion of the Board, a sufficient number of such shares (valued at the Fair
Market Value thereof) to cover the minimum statutorily required tax withholding.
A Holder, however, may elect to pay to the Company all or a portion of the total
amount the Company is required to with hold by tendering shares of Common Stock
with a Fair Market Value equal to the minimum statutory amount the Company is
required to withhold; provided, however, that such Holder must have owned such
tendered shares of Common Stock continuously through the date of issuance (or
lapse) for a period of a least six months. The Company shall be permitted to
take the steps outlined in Section 4.04 of the Merger Agreement.

              16. Liability. The Company, and not the Board, the Committee or
any member of the Board or Committee, shall be liable for any and all claims
made against the Company, the Board or the Committee in connection with the Plan
or any Option.

              17. Legal Requirements. (a) The Company shall be responsible and
shall pay for any transfer, revenue or documentary stamps with respect to shares
of Common Stock issued upon the exercise of Options granted under the Plan
(other

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than any transfer tax applicable to a transfer to a Permitted Transferee which
shall be payable by a Holder).

              (b) The Company shall not be required to issue a certificate or
certificates for shares upon the exercise of any Option if such issuance would
result in a violation of any federal or state securities or other laws. The
Company agrees to use its reasonable efforts to clear the legal impediment as
soon as possible.

              18. Amendment and Termination of the Plan. The Board may at any
time and from time to time alter, amend, suspend, or terminate the Plan and the
Options in whole or in part; provided, however, that no such action shall
adversely affect the right of any Holder with respect to an Option without such
Holder's consent.

              19. Nonqualified Stock Options. Options granted under the Plan
shall be treated as nonqualified stock options under the Internal Revenue Code
of 1986, as amended.

              20. Effective Date. The provisions of this Amended and Restated
2000 Executive Stock Option Plan shall take effect upon its adoption by the
Board. As of the date of such adoption, any outstanding Class B Options that
were previously granted to employees of the Company or any of its subsidiaries
shall automatically be converted into such number of Class C1 Options, Class C2
Options and Class C3 Options as shall be determined by the Committee and
reflected in each affected employee's Option Agreement.

              21. Interpretations. Except as otherwise expressly provided in the
Plan, the following rules of interpretation apply to the Plan and each Option:
(i) the singular includes the plural and the plural includes the singular; (ii)
"include" and "including" are not limiting and "or" is not exclusive; (iii) a
reference to any agreement or other contract includes permitted supplements and
amendments; (iv) a reference to a law includes any amendment or modification to
such law and any rules or regulations issued thereunder; and (v) a reference to
any person, corporation or other entity includes its permitted successors and
assigns.

              22. GOVERNING LAW. THE PLAN AND ANY AND ALL OPTIONS AND OPTION
AWARD AGREEMENTS SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF DELAWARE,
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

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