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                                                                   EXHIBIT 10.33

                                                                  CONFORMED COPY
                                                                   INCLUDING ALL
                                                                AMENDMENTS AS OF
                                                                   FEBRUARY 2003

                            BURLINGTON RESOURCES INC.

                       1997 EMPLOYEE STOCK INCENTIVE PLAN

                               SECTION 1. PURPOSE

         The purpose of the Burlington Resources Inc. 1997 Employee Stock
Incentive Plan (the "Plan") is to promote the interests of Burlington Resources
Inc. (the "Company") and its stockholders by strengthening the Company's ability
to attract and retain employees in the employ of the Company and its
Subsidiaries by furnishing suitable recognition of their ability and industry
which contributed materially to the success of the Company and to align the
interests and efforts of such employees to the long term interests of the
Company's stockholders. The Plan provides for the grant of nonqualified stock
options and restricted stock in accordance with the terms and conditions set
forth below.

                             SECTION 2. DEFINITIONS

         Unless otherwise required by the context, the following terms when used
in the Plan shall have the meanings set forth in this Section 2:

         2.1      BENEFICIARY

         The Participant's legal representative, estate or the person or persons
to whom the Participant's rights under the Plan shall have passed by will or the
laws of descent and distribution.

         2.2      BOARD OF DIRECTORS

         The Board of Directors of the Company.

         2.3      CAUSE

         A termination for Cause is a termination in accordance with the
Company's or Subsidiary's personnel policies concerning "cause" as in effect
from time to time.

         2.4      CHANGE IN CONTROL

         A "Change in Control" shall mean the occurrence of any of the
following:

                  (a)      An acquisition (other than directly from the Company)
of any voting securities of the Company (the "Voting Securities") by any
"Person" (as the term person is used
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for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")), immediately after which such Person has
"Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of twenty percent (20%) or more of the then outstanding shares of
its common stock ("Shares") or the combined voting power of the Company's then
outstanding Voting Securities; provided, however, in determining whether a
Change in Control has occurred pursuant to this Section 2.7(a), Shares or Voting
Securities which are acquired in a "Non-Control Acquisition" (as hereinafter
defined) shall not constitute an acquisition which would cause a Change in
Control. A "Non-Control Acquisition" shall mean an acquisition by (i) an
employee benefit plan (or a trust forming a part thereof) maintained by (A) the
Company or (B) any corporation or other Person of which a majority of its voting
power or its voting equity securities or equity interest is owned, directly or
indirectly, by the Company (for purposes of this definition, a "Related
Entity"), (ii) the Company or any Related Entity, or (iii) any Person in
connection with a "Non-Control Transaction" (as hereinafter defined).

                  (b)      The consummation of:

                           (i)      A merger, consolidation or reorganization
with or into the Company or in which securities of the Company are issued ( a
"Merger"), unless such Merger is a "Non-Control Transaction." A "Non-Control
Transaction" shall mean a Merger where:

                                    (A)     the stockholders of the Company,
         immediately before such Merger own directly or indirectly immediately
         following such Merger at least fifty percent (50%) of the combined
         voting power of the outstanding voting securities of (x) the
         corporation resulting from such Merger (the "Surviving Corporation") if
         fifty percent (50%) or more of the combined voting power of the then
         outstanding voting securities of the Surviving Corporation is not
         Beneficially Owned, directly or indirectly by another Person (a "Parent
         Corporation"), or (y) if there is one or more Parent Corporations, the
         ultimate Parent Corporation;

                                    (B)     the individuals who were members of
         the Incumbent Board (as hereinafter defined) immediately prior to the
         execution of the agreement providing for such Merger constitute at
         least a majority of the members of the board of directors of (x) the
         Surviving Corporation, if there is no Parent Corporation, or (y) if
         there is one or more Parent Corporations, the ultimate Parent
         Corporation; and

                                    (C)     no Person other than (1) the
         Company, (2) any Related Entity, (3) any employee benefit plan (or any
         trust forming a part thereof) that, immediately prior to such Merger,
         was maintained by the Company or any Related Entity, or (4) any Person
         who, immediately prior to such Merger, had Beneficial Ownership of
         twenty percent (20%) or more of the then outstanding Voting Securities
         or Shares has Beneficial Ownership of twenty percent (20%) or more of
         the combined voting power of the outstanding voting securities or
         common stock of (x) the Surviving Corporation if there is no Parent
         Corporation, or (y) if there is one or more Parent Corporations, the
         ultimate Parent Corporation;

                           (ii)     A complete liquidation or dissolution of the
Company; or

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                           (iii)    The sale or other disposition of all or
substantially all of the assets of the Company to any Person (other than a
transfer to a Related Entity or under conditions that would constitute a
Non-Control Transaction with the disposition of assets being regarded as a
Merger for this purpose or the distribution to the Company's stockholders of the
stock of a Related Entity or any other assets).

                  (c)      The individuals who, as of the Effective Date, are
members of the Board (the "Incumbent Board") cease for any reason to constitute
at least a majority of the members of the Board or, following a Merger which
results in a Parent Corporation, the board of directors of the ultimate Parent
Corporation; provided, however, that if the election, or nomination for election
by the Company's common stockholders, of any new director was approved by a vote
of at least two-thirds of the Incumbent Board, such new director shall, for
purposes of this Plan, be considered as a member of the Incumbent Board;
provided further, however, that no individual shall be considered a member of
the Incumbent Board if such individual initially assumed office as a result of
either an actual or threatened "Election Contest" (as described in Rule 14a-11
promulgated under the Exchange Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board (a
"Proxy Contest") including by reason of any agreement intended to avoid or
settle any Election Contest or Proxy Contest.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired Beneficial Ownership
of more than the permitted amount of the then outstanding Shares or Voting
Securities as a result of the acquisition of Shares or Voting Securities by the
Company which, by reducing the number of Shares or Voting Securities then
outstanding, increases the proportional number of shares Beneficially Owned by
the Subject Persons, provided that if a Change in Control would occur (but for
the operation of this sentence) as a result of the acquisition of Shares or
Voting Securities by the Company, and after such share acquisition by the
Company, the Subject Person becomes the Beneficial Owner of any additional
Shares or Voting Securities which increase the percentage of the then
outstanding Shares or Voting Securities Beneficially Owned by the Subject
Person, then a Change in Control shall occur.

         2.5      CHIEF EXECUTIVE OFFICER

         The Chief Executive Officer of the Company.

         2.6      CODE

         The Internal Revenue Code of 1986, as amended and in effect from time
to time, and the temporary or final regulations of the Secretary of the U.S.
Treasury adopted pursuant thereto.

         2.7      COMMITTEE

         The Compensation and Nominating Committee of the Board of Directors.

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         2.8      COMMON STOCK

         The Common Stock of the Company, par value $.01 per share, or such
other class of shares or other securities as may be applicable pursuant to the
provisions of Section 5.

         2.9      FAIR MARKET VALUE

         As applied to a specific date, the mean between the highest and lowest
quoted selling prices at which Common Stock was sold on such date as reported in
the NYSE-Composite Transactions by The Wall Street Journal on such date or, if
no Common Stock was traded on such date, on the next preceding day on which
Common Stock was so traded.

         2.10     OPTION

         An option granted under the Plan which shall not be an incentive stock
option within the meaning of Section 422 of the Code.

         2.11     OPTION PRICE

         The price per share of Common Stock at which each Option is
exercisable.

         2.12     PARTICIPANT

         An eligible employee of the Company or a Subsidiary to whom an Option
or Restricted Stock is granted under the Plan as set forth in Section 4.

         2.13     PERMANENT DISABILITY

         A Participant shall be deemed to have a Permanent Disability for
purposes of the Plan if the Plan Administrator shall find upon the basis of
medical evidence satisfactory to it that the Participant is totally disabled,
whether due to a physical or mental condition, so as to be prevented from
engaging in further employment by the Company or any Subsidiary, and that such
disability will be permanent and continuous during the remainder of the
Participant's life.

         2.14     PLAN ADMINISTRATOR

         The Chief Executive Officer or the committee appointed pursuant to
Section 3 to administer the Plan.

         2.15     RESTRICTED STOCK

         Common Stock granted under the Plan that is subject to the requirements
of Section 7 and such other restrictions as the Plan Administrator deems
appropriate.

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         2.16     SUBSIDIARY

         An entity, including, without limitation, a corporation, limited
liability company or a joint venture, in which the Company owns (directly or
indirectly) a significant equity interest and which entity is designated by the
Plan Administrator as a subsidiary for purposes of the Plan.

                            SECTION 3. ADMINISTRATION

         3.1      The Plan shall be administered by the Chief Executive Officer
or, in the event and to the extent the Chief Executive Officer shall appoint
and/or authorize a committee or committees to administer the Plan, by such
committee or committees. The administrator of the Plan shall hereinafter be
referred to as the "Plan Administrator."

         In the event a member of the committee may be eligible, subject to the
restrictions set forth in Section 4, to participate in or receive or hold
Options or Restricted Stock under the Plan, no member of the committee shall
vote with respect to the granting of Options or Restricted Stock hereunder to
himself or herself, as the case may be.

         The members of any committee serving as Plan Administrator shall be
appointed by the Chief Executive Officer for such term as the Chief Executive
Officer may determine. The Chief Executive Officer may from time to time remove
members from, or add members to, the committee. Vacancies on the committee,
however caused, may be filled by the Chief Executive Officer.

         3.2      Except for the terms and conditions explicitly set forth in
the Plan, the Plan Administrator shall have full authority to construe and
interpret the Plan, to establish, amend and rescind rules and regulations
relating to the Plan, to administer the Plan and to take all such steps and make
all such determinations in connection with the Plan and the Options and
Restricted Stock granted hereunder as it may deem necessary or advisable, which
determination shall be final and binding upon all Participants. The Plan
Administrator shall cause the Company at its expense to take any action related
to the Plan which may be required or necessary to comply with the provisions of
any federal or state law or any regulations issued thereunder.

         3.3      The Committee, the Chief Executive Officer and members of any
committee acting under the Plan shall be fully protected in relying in good
faith upon the advice of counsel and shall incur no liability except for gross
negligence or willful misconduct in the performance of their duties.

                             SECTION 4. ELIGIBILITY

         To be eligible for selection to receive a grant of an Option or
Restricted Stock under the Plan, an individual must be, as of the date on which
such Option or Restricted Stock is granted,

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(i) an employee of the Company or a Subsidiary and (ii) ineligible to receive a
grant or award under the 1993 Burlington Resources Inc. Stock Incentive Plan or
any successor plan.

                    SECTION 5. SHARES AVAILABLE FOR THE PLAN

         5.1      Subject to Section 5.3 and in addition to any substitute
Options granted pursuant to Section 6.2(k), (i) the maximum number of shares for
which Options and Restricted Stock may be granted under the Plan on and after
April 17, 2002 is 5,000,000 shares of Common Stock and (ii) the maximum number
of shares for which Options and Restricted Stock may be granted under the Plan
in any calendar year is 1,500,000 shares of Common Stock. Shares of Common Stock
issued under the Plan may be treasury shares or authorized but unissued shares
of the Company, or both, as determined by the Board of Directors.

         5.2      Notwithstanding the foregoing, and subject to Section 5.3, the
number of shares for which Restricted Stock may be granted under the Plan in any
calendar year may not exceed 150,000 shares of Common Stock.

         5.3      In the event of a recapitalization, stock split, stock
dividend, exchange of shares, merger, reorganization, change in corporate
structure or shares of the Company or similar event, the Board of Directors,
upon the recommendation of the Plan Administrator, may make appropriate
adjustments in the number of shares authorized for the Plan, and, with respect
to outstanding Options and Restricted Stock, the Plan Administrator may make
appropriate adjustments in the number of shares and the Option Price.

                            SECTION 6. STOCK OPTIONS

         6.1      Options may be granted to eligible employees in such number
and at such times during the term of the Plan as the Committee shall determine,
taking into account the duties of the respective employees, their present and
potential contributions to the success of the Company, and such other factors as
the Committee shall deem relevant in accomplishing the purposes of the Plan. The
granting of an Option shall take place when the Committee by resolution, written
consent or other appropriate written action determines to grant such an option
to a particular Participant at a particular price. Each Option shall be
evidenced by a written instrument delivered by or on behalf of the Company
containing provisions not inconsistent with the Plan.

         6.2      All Options under the Plan shall be granted subject to the
following terms and conditions:

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                  (a)      OPTION PRICE

                  The Option Price shall be determined by the Committee at the
         time of grant, but shall not be less than 100% of the Fair Market Value
         of the Common Stock on the date the Option is granted.

                  (b)      DURATION OF OPTIONS

                  Options shall be exercisable at such time and under such
         conditions as set forth in the option grant, but in no event shall any
         Option be exercisable later than the tenth anniversary of the date of
         its grant.

                  (c)      EXERCISE OF OPTIONS

                  Subject to Section 6.2(j), an optionee may not exercise an
         Option until he or she has completed one year of continuous employment
         with the Company or one of its Subsidiaries from and including the date
         on which the Option is granted, or such longer period as the Committee
         may determine in a particular case. This requirement is waived in the
         event of death or Permanent Disability of an optionee before such
         period of continuous employment is completed. Thereafter, shares of
         Common Stock covered by an Option, to the extent then vested, may be
         purchased at one time (but not in installments) during the option
         period as may be provided in the option grant. To the extent that the
         right to purchase shares has vested thereunder, such vested Options may
         be exercised by written notice to the Company.

                  (d)      PAYMENT

                  The Option Price of shares purchased under Options shall be
         paid in full to the Company upon the exercise of the Option by delivery
         of consideration equal to the product of the Option Price and the
         number of shares purchased. Such consideration may be either (i) in
         cash or check acceptable to the Company or (ii) at the discretion of
         the Plan Administrator, in Common Stock already owned by the
         Participant for at least six months, or any combination of cash and
         such Common Stock. The Fair Market Value of such Common Stock as
         delivered shall be valued as of the day prior to delivery. The Plan
         Administrator can determine at the time the Option is granted that
         additional forms of payment will be permitted. To the extent permitted
         by the Plan Administrator and applicable laws and regulations
         (including, but not limited to, federal tax and securities laws and
         regulations and state corporate law), an Option may also be exercised
         by delivery of a properly executed exercise notice together with
         irrevocable instructions to a broker to promptly deliver to the Company
         the amount of sale or loan proceeds to pay the Option Price of shares
         purchased under the Option and any applicable withholding taxes.

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                  (e)      RESTRICTIONS

                  The Plan Administrator shall determine and reflect in the
         Option grant, with respect to each Option, the nature and extent of the
         restrictions, if any, to be imposed on the shares of Common Stock which
         may be purchased thereunder, including, but not limited to,
         restrictions on the transferability of such shares acquired through the
         exercise of such Options for such periods as the Plan Administrator may
         determine.

                  (f)      NONTRANSFERABILITY OF OPTIONS

                  Except as provided below, during a Participant's lifetime, an
         Option may be exercisable only by the Participant and Options granted
         under the Plan and the rights and privileges conferred thereby shall
         not be subject to execution, attachment or similar process and may not
         be transferred, assigned, pledged or hypothecated in any manner
         (whether by operation of law or otherwise) other than by will or by the
         applicable laws of descent and distribution. The Plan Administrator or
         the Committee, in its sole discretion, may, from time to time, permit
         the transfer of Options by Participants on such terms and conditions as
         the Plan Administrator or the Committee may establish. Any attempt to
         transfer, assign, pledge, hypothecate or otherwise dispose of any
         Option under the Plan or of any right or privilege conferred thereby,
         contrary to the provisions of the Plan, or the sale or levy or any
         attachment or similar process upon the rights and privileges conferred
         hereby, shall be null and void.

                  (g)      PURCHASE FOR INVESTMENT

                  The Plan Administrator shall have the right to require that
         each Participant or other person who shall exercise an Option under the
         Plan, and each person into whose name shares of Common Stock shall be
         issued pursuant to the exercise of an Option, represent and agree that
         any and all shares of Common Stock purchased pursuant to such Option
         are being purchased for investment only and not with a view to the
         distribution or resale thereof and that such shares will not be sold
         except in accordance with such restrictions or limitations as may be
         set forth in the option. This Section 6.2(g) shall be inoperative
         during any period of time when the Company has obtained all necessary
         or advisable approvals from governmental agencies and has completed all
         necessary or advisable registrations or other qualifications of shares
         of Common Stock as to which Options may from time to time be granted as
         contemplated in Section 8.

                  (h)      TERMINATION OF EMPLOYMENT

                  Upon the termination of a Participant's employment with the
         Company and all Subsidiaries for any reason other than death or
         Permanent Disability, the Participant's Option shall be exercisable
         only to the extent that it was then exercisable and, unless the term of
         the Option expires sooner, such Option shall expire according to the
         following schedule; provided, however, that the Plan Administrator or
         the Committee may at any

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         time determine in a particular case that specific limitations and
         restrictions under the Plan shall not apply:

                           (i)      DISABILITY OR RETIREMENT

                           The Option shall expire, unless exercised, 12 months
                  after the Participant's Permanent Disability or retirement
                  from the Company or any Subsidiary.

                           (ii)     INVOLUNTARY TERMINATION BY THE COMPANY

                           The Option shall expire, unless exercised, three
                  months after a Participant is terminated as an employee by the
                  Company or any Subsidiary for any reason other than Cause.

                           (iii)    TERMINATION FOLLOWING A CHANGE IN CONTROL

                           The Option shall expire, unless exercised, within 12
                  months of a Participant's termination of employment (other
                  than a termination by the Company or a Subsidiary for Cause)
                  following a Change in Control, provided that said termination
                  of employment occurs on or within two years following a Change
                  in Control.

                           (iv)     ALL OTHER TERMINATIONS (EXCEPT DEATH)

                           Except as provided in subparagraphs (i), (ii) and
                  (iii) above or in Section 6.2(i) below, the Option shall
                  expire upon a Participant's termination of employment with the
                  Company and its Subsidiaries, regardless of the reason for
                  such termination.

                  Leaves of absence for such period and purposes conforming to
         the personnel policy of the Company or of its Subsidiaries, as
         applicable, shall not be deemed terminations or interruptions of
         employment.

                  (i)      DEATH OF PARTICIPANT

                  Upon the death of a Participant during the Participant's
         period of employment, the Option shall expire, unless the term of the
         Option expires sooner, 12 months after the date of the Participant's
         death, unless the Option is exercised within such 12 month period by
         the Participant's Beneficiary; provided, however, that the Plan
         Administrator may determine in a particular case that specific
         limitations and restrictions under the Plan shall not apply.

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                  (j)      CHANGE IN CONTROL

                  Notwithstanding other Plan provisions pertaining to the times
         at which Options may be exercised, all outstanding Options, to the
         extent not then currently exercisable, shall become exercisable in full
         upon the occurrence of a Change in Control; provided, that the Plan
         Administrator or the Committee may determine that such acceleration
         will not occur if it would render unavailable "pooling of interest"
         accounting treatment for any reorganization, merger or consolidation of
         the Company.

                  (k)      MERGERS AND ACQUISITIONS

                  Notwithstanding the foregoing, Options may be granted by the
         Chief Executive Officer from time to time in substitution for stock
         options held by employees of other corporations who become employees of
         the Company or a Subsidiary as the result of a merger or consolidation,
         or the acquisition by the Company or Subsidiary of the assets or stock
         of the employing corporation. The terms and conditions of substitute
         Options granted may vary from the terms and conditions set forth above,
         to the extent the Committee deems it appropriate.

                  (l)      RIGHTS AS STOCKHOLDER

                  A Participant shall have none of the rights of a stockholder
         until the shares of Common Stock are issued to the Participant.

                  (m)      TERM LIMIT

                  Notwithstanding other Plan provisions pertaining to the times
         at which Options may be exercised, no Option shall continue to be
         exercisable pursuant to Section 6.2(h) or Section 6.2(i) at a time that
         would violate the maximum duration of Section 6.2(b).

                           SECTION 7. RESTRICTED STOCK

         7.1      Restricted Stock may be granted to eligible employees in such
number and at such times during the term of the Plan as the Committee (or the
Chief Executive Officer acting pursuant to Section 7.8) shall determine, taking
into account the duties of the respective Participants, their present and
potential contributions to the success of the Company, and such other factors as
the Committee or the Chief Executive Officer, as the case may be, shall deem
relevant in accomplishing the purposes of the Plan. The granting of Restricted
Stock shall take place when the Committee (or the Chief Executive Officer acting
pursuant to Section 7.8) by resolution, written consent or other appropriate
written action determines to grant such Restricted Stock to a particular
Participant. Each grant shall be evidenced by a written instrument delivered

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by or on behalf of the Company containing provisions not inconsistent with the
Plan. The Participant receiving a grant of Restricted Stock shall be recorded as
a stockholder of the Company and, subject to the provisions hereof, shall have
all the rights of a stockholder with respect to such shares, including the right
to vote the shares and receive all dividends or other distributions made or paid
with respect to such shares; provided, however, that the shares themselves, and
any new, additional or different shares or securities which the Participant may
be entitled to receive with respect to such shares by virtue of a stock split or
stock dividend or any other change in the corporate or capital structure of the
Company, shall be subject to the restrictions hereinafter described.

         7.2      A grant of Restricted Stock shall entitle a Participant to
receive, on the date or dates designated by the Committee or the Chief Executive
Officer, as the case may be, upon payment to the Company of consideration
determined by the Committee or the Chief Executive Officer, as the case may be,
which consideration shall be at least equal to the par value of the Common
Stock, in a manner determined by the Committee or the Chief Executive Officer,
as the case may be, the number of shares of Common Stock selected by the
Committee or the Chief Executive Officer, as the case may be. The certificates
for Restricted Stock granted under the Plan shall be held in custody by a bank
or other institution, or by the Company until the Restriction Period (as defined
in Section 7.3) expires or until restrictions thereon otherwise lapse.

         7.3      During a period of years following the date of grant, as
determined by the Committee or the Chief Executive Officer, as the case may be,
which shall in no event be less than one year (the "Restriction Period"), the
Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated
or otherwise encumbered or disposed of by the recipient, except in the event of
death or Permanent Disability, the waiver or modification of such restrictions
by the Committee or the Chief Executive Officer, as the case may be, in the
agreement evidencing the grant of Restricted Stock or by written resolution of
the Committee or the Chief Executive Officer, as the case may be, adopted at any
time.

         7.4      Except as provided in Section 7.5 or 7.6, if a Participant
terminates employment with the Company and its Subsidiaries for any reason
before the expiration of the Restriction Period, all shares of Restricted Stock
still subject to restriction shall be forfeited by the Participant to the
Company. In addition, in the event of any attempt by the Participant to sell,
exchange, transfer, pledge or otherwise dispose of shares of Restricted Stock in
violation of the terms of the Plan, such shares shall be forfeited to the
Company.

         7.5      The Restriction Period for any Participant shall be deemed to
end and all restrictions on shares of Restricted Stock shall lapse upon the
Participant's death or Permanent Disability or any termination of employment
determined by the Committee or the Chief Executive Officer, as the case may be,
to end the Restriction Period.

         7.6      The Restriction Period for any Participant shall be deemed to
end and all restrictions on shares of Restricted Stock shall terminate
immediately upon a Change in Control.

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         7.7      When the restrictions imposed by Section 7.3 expire or
otherwise lapse with respect to one or more shares of Restricted Stock, the
Company shall deliver to the Participant (or the Participant's Beneficiary) one
share of Common Stock for each share of Restricted Stock. At that time, the
written instrument referred to in Section 7.1, as it relates to such shares,
shall be terminated.

         7.8      Of the shares of Restricted Stock authorized under Section 5.2
of the Plan, up to an aggregate of 25,000 shares of Common Stock may be granted
by the Chief Executive Officer in any calendar year as fully paid and
non-assessable on the terms and conditions set forth in this Section 7;
provided, however, that the maximum grant to any individual will be limited to
1,000 shares of Restricted Stock.

                   SECTION 8. REGULATORY APPROVALS AND LISTING

         8.1      The Company shall not be required to issue any certificate for
shares of Common Stock upon the exercise of an Option granted under the Plan
prior to:

                  (a)      the obtaining of any approval or ruling from the
         Securities and Exchange Commission, the Internal Revenue Service or any
         other governmental agency which the Company, in its sole discretion,
         shall determine to be necessary or advisable;

                  (b)      the listing of such shares on any stock exchange on
         which the Common Stock may then be listed; or

                  (c)      the completion of any registration or other
         qualification of such shares under any federal or state laws, rulings
         or regulations of any governmental body which the Company, in its sole
         discretion, shall determine to be necessary or advisable.

         8.2      All certificates for shares issued in respect of Restricted
Stock awards shall be subject to such stop-transfer orders and other
restrictions as the Plan Administrator may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which Common Stock is then listed and any applicable
federal or state securities laws, and the Plan Administrator may cause a legend
or legends to be placed on any such certificates to make appropriate reference
to such restrictions. The foregoing provisions of this Section 8.2 shall not be
effective if and to the extent that the shares of Common Stock delivered under
the Plan are covered by an effective and current registration statement under
the Securities Act of 1933, as amended, or if and so long as the Plan
Administrator determines that application of such provisions is no longer
required or desirable. In making such determination, the Plan Administrator may
rely upon an opinion of counsel for the Company.

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                 SECTION 9. EFFECTIVE DATE AND TERM OF THE PLAN

         The Plan shall become effective upon its adoption by the Board of
Directors and shall continue until terminated by the Board of Directors or the
Committee.

                         SECTION 10. GENERAL PROVISIONS

         10.1     Nothing contained in the Plan, or in any Option or Restricted
Stock granted pursuant to the Plan, shall confer upon any employee any right
with respect to continuance of employment by the Company or a Subsidiary, or
interfere in any way with the right of the Company or a Subsidiary to terminate
the employment of such employee at any time with or without assigning any reason
therefor.

         10.2     Grants, vesting or payment of Options or Restricted Stock
shall not be considered as part of a Participant's salary or used for the
calculation of any other pay, allowance, pension or other benefit unless
otherwise permitted by other benefit plans provided by the Company or a
Subsidiary, or required by law or by contractual obligations of the Company or a
Subsidiary.

         10.3     The right of a Participant or Beneficiary to the payment of
any compensation under the Plan may not be assigned, transferred, pledged or
encumbered, nor shall such right or other interests be subject to attachment,
garnishment, execution or other legal process.

         10.4     Leaves of absence for such periods and purposes conforming to
the personnel policy of the Company or a Subsidiary, as applicable, shall not be
deemed terminations or interruptions of employment.

         10.5     Subject to Section 6.2(h) in the event a Participant is
transferred from the Company to a Subsidiary, or vice versa, or is promoted or
given different responsibilities, the Options and/or Restricted Stock granted to
the Participant prior to such date shall not be affected.

         10.6     The Plan shall be construed and governed in accordance with
the laws of the State of Delaware, except that it shall be construed and
governed in accordance with applicable federal law in the event that such
federal law preempts state law.

         10.7     Appropriate provision shall be made for all taxes required to
be withheld in connection with the exercise, grant or other taxable event with
respect to Options and Restricted Stock under the applicable laws or regulations
of any governmental authority, whether federal, state or local and whether
domestic or foreign. Unless otherwise provided in the option grant, a
Participant is permitted to deliver shares of Common Stock (including shares
acquired pursuant to the exercise of an Option other than the Option currently
being exercised, to the extent permitted by applicable regulations) for payment
of withholding taxes on the exercise of an Option or upon the vesting of the
Restricted Stock. The Fair Market Value of such Common Stock as delivered shall
be valued as of the day prior to delivery. At the election of the Plan
Administrator or, subject to approval of the Plan Administrator at its sole
discretion, at the

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<PAGE>
election of a Participant, shares of Common Stock may be withheld from the
shares issuable to the optionee upon exercise of an Option or upon the vesting
of the Restricted Stock to satisfy tax withholding obligations. The Fair Market
Value of such Common Stock as is withheld shall be valued as of the day prior to
exercise of the option, or the vesting of the Restricted Stock.

                      SECTION 11. AMENDMENT, TERMINATION OR
                           DISCONTINUANCE OF THE PLAN

         11.1     The Board of Directors and the Committee may from time to time
make such amendments to the Plan as it may deem proper and in the best interest
of the Company, including, but not limited to, any amendment necessary to ensure
that the Company may obtain any regulatory approval referred to in Section 8;
provided, however, that an amendment which increases the number of shares of
Common Stock that may be granted under the Plan, changes the class of employees
eligible to receive awards or grants, or changes the type of awards or grants
that may be made under the Plan may only be made by the Board of Directors;
provided further, however, that no change in any Option or Restricted Stock
theretofore granted may be made without the consent of the Participant which
would impair the right of the Participant to acquire or retain Common Stock that
the Participant may have acquired as a result of the Plan.

         11.2     The Board of Directors may at any time suspend the operation
of or terminate the Plan with respect to any shares of Common Stock or rights
not at the time subject to any Option or grant of Restricted Stock.

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