Exhibit
10.1(1)  Consolidated
Edison, Inc.    Long
Term Incentive Plan   
   Consolidated
Edison, Inc.  Long
Term Incentive Plan  ARTICLE
1.    INTRODUCTION  Section 1.1Establishment.    Consolidated
Edison, Inc. (the Company) terminated the Consolidated Edison Company of New
York, Inc. Retirement Plan for Trustees (Retirement Plan) and the
Consolidated Edison Inc. Restricted Stock Plan for Non-Employee Directors
effective June 30, 2002, and, effective July 1, 2002, established the Consolidated
Edison Inc. Deferred Stock Compensation Plan for Non-Officer Directors
(Deferred Stock Plan) for those Directors of the Company who were not
employees or officers of the Company. Effective as of the Stockholders
Approval Date, the Deferred Stock Plan is merged into the Consolidated Edison
Long Term Incentive Plan (the Long Term Incentive Plan or Plan). Each of
the plans, other than the Long Term Incentive Plan, referred to in this
paragraph is a Prior Plan. Benefits provided under the Retirement Plan to a
director who was retired prior to June 30, 2002, and awards under a Prior Plan
or pursuant to an agreement between an Officer and the Company remain effective
unless the content herein explicitly states otherwise.  Section 1.2Purpose.    The
Long Term Incentive Plan is intended to advance the interests of the Company,
and its shareholders by providing long-term incentives to those persons with
significant responsibility for the success and growth of the Company; by strengthening
the Companys ability to attract and retain qualified persons of superior
talent, ability and achievement to serve as Directors, Officers, and in other
management positions and to promote their ownership of a greater equity
interest in the Company, thereby aligning their interests more closely with the
interests of the Companys stockholders. The Plan also provides the ability to
award long-term incentives that qualify for federal income tax deduction.  Section 1.3Effective Date.    The
Long Term Incentive Plan is effective as of the Stockholders Approval Date.  ARTICLE
2.    DEFINITIONS  Adjusted EBIT means
EBIT after giving effect to any adjustments applicable pursuant to
Section 11.1(d) at the time Business Criteria and Performance Target(s)
are established for any Year or Years.  Adjusted EPS means EPS
after giving effect to any adjustments applicable pursuant to
Section 11.1(d) at the time Business Criteria and Performance Target(s)
are established for any Year or Years.  Adjusted Net Income means
Net Income after giving effect to any adjustments applicable pursuant to
Section 11.1(d) at the time Business Criteria and Performance Target(s) are
established for any Year or Years.  Adjusted Operating
Income means Operating Income after giving effect to any adjustments
applicable pursuant to Section 11.1(d) at the time Business Criteria and
Performance Target(s) are established for any Year or Years.  Adjusted Operating
Revenues means Operating Revenues after giving effect to any adjustments applicable
pursuant to Section 11.1(d) at the time Business Criteria and Performance
Target(s) are established for any Year or Years.  Adjusted Return on
Assets means Return on Assets after giving effect to any adjustments
applicable pursuant to Section 11.1(d) at the time Business Criteria and
Performance Target(s) are established for any Year or Years.  1 
   Adjusted Return on
Equity means Return on Equity after giving effect to any adjustments
applicable pursuant to Section 11.1(d) at the time Business Criteria and
Performance Target(s) are established for any Year or Years.  Affiliate means any
company which is a member of a controlled group of corporations (as defined in
Code Section 414(b)) which also includes as a member the Company; any trade or
business under common control (as defined in Code Section 414(c)) with the
Company; any organization (whether or not incorporated) which is a member of an
affiliated service group (as defined in Code Section 414(m)) which includes the
Company; and any other entity required to be aggregated with the Company
pursuant to regulations under Code Section 414(o).  Annual Meeting means
the annual meeting of the stockholders of the Company.  Award means
individually or collectively, Stock Units, Restricted Stock, Stock Options,
Performance Units, Performance-Based Restricted Stock, Stock Appreciation
Rights, or Dividend Equivalents, granted under this Plan.  Board means the Board
of Directors of the Company.  Business Criteria means
any one or any combination of Net Income, Adjusted Net Income, Return on
Equity, Adjusted Return on Equity, Return on Assets, Adjusted Return on Assets,
Total Shareholder Return, Common Stock Fair Market Value, EBIT, Adjusted EBIT,
EPS, Adjusted EPS, Operating Revenue, Adjusted Operating Revenue, Operating
Income or Adjusted Operating Income.  CECONY means
Consolidated Edison Company of New York, Inc.  Change in Control means
the occurrence of any of the following events:  (i)    any person (within the
meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended
(the Exchange Act)) is or becomes the beneficial owner within the meaning of
Rule 13d-3 under the Exchange Act (a Beneficial Owner), directly or
indirectly, of securities of the Company (not including in the securities
beneficially owned by such person any securities acquired directly from the
Company or its Affiliates) representing 20% or more of the combined voting
power of the Companys then outstanding securities, excluding any person who
becomes such a Beneficial Owner in connection with a transaction described in
clause (A) of paragraph (iii) below; or  (ii)    the following individuals
cease for any reason to constitute a majority of the numbers of directors of
the Company then serving: individuals who, on the effective date of this Plan,
constitute the Board and any new director (other than a director whose initial
assumption of office was as a result of an actual or threatened election
contest, including but not limited to a consent solicitation, relating to the
election of directors of the Company) whose appointment or election by the
Board or nomination for election by the Companys stockholders was approved or
recommended by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors on the effective date of this Plan or whose
appointment, election or nomination for election was previously so approved or
recommended; or  (iii)    there is consummated a
merger or consolidation of the Company or any direct or indirect wholly-owned
subsidiary of the Company with any other corporation, other than (A) a merger
or consolidation which would result in the voting securities of the Company
outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof), in combination with
the ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any subsidiary of the Company, at least
65% of the combined voting power of the securities of the Company or such
surviving entity or any parent thereof outstanding immediately after such
merger or consolidation, or (B) a merger or  2 
   consolidation effected to implement a recapitalization
of the Company (or similar transaction) in which no person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Companys then
outstanding securities; or  (iv)    the shareholders of the
Company approve a plan of complete liquidation or dissolution of the Company or
there is consummated an agreement for the sale or disposition by the Company of
all or substantially all of the Companys assets, other than a sale or
disposition by the Company of all or substantially all of the Companys assets
to an entity, at least 75% of the combined voting power of the voting
securities of which are owned by stockholders of the Company in substantially
the same proportions as their ownership of the Company immediately prior to
such sale.  Notwithstanding the foregoing, a Change in Control
shall not be deemed to have occurred by virtue of the consummation of any
transaction or series of integrated transactions immediately following which
the Beneficial Owners of the common stock of the Company immediately prior to
such transaction or series of transactions continue to have substantially the
same proportionate ownership in an entity which owns all or substantially all
of the assets of the Company immediately following such transaction or series
of transactions.  Code means the Internal
Revenue Code of 1986, as amended from time to time. Reference in the Plan to
any section of the Code will be deemed to include any amendments or successor
provisions to such section and any regulations promulgated thereunder.  Committee means either
the Executive Personnel and Pension Committee with respect to Employee Participants
and Officer Participants or the Corporate Governance and Nominating Committee
with respect to Director Participants.  Company means
Consolidated Edison, Inc., its successors or assigns.  company means the
Company and/or its Affiliates.  Common Stock means the
Companys common shares, $.10 par value per share.  Corporate Governance and
Nominating Committee means the Corporate Governance and Nominating Committee
of the Board, or such other committee as may be appointed by the Board to
administer the Plan with respect to Directors.  Date of Grant means the
date on which the Committee authorizes the granting of an Award or such later
date as may be specified by the Committee in such authorization.  Deferral Election Form
means a written election to defer cash distribution of dividend equivalents,
and/or to defer Directors Compensation pursuant to the terms of the Plan.  Deferred Stock Plan
means the Consolidated Edison, Inc. Deferred Stock Compensation Plan for
Non-Officer Directors.  Director means a member
of the Board or of the board of directors or analogous governing body of an
Affiliate, who is not also an officer or employee of the Company or any of its
Affiliates.  Director Participant
means a person who was a Director of the Company on July 1, 2002 or who becomes
a Director thereafter, until his or her termination of service.  Directors Compensation
means all or part of any board and committee chair retainer, and board and
committee meeting fees payable to a Director in his or her capacity as a
Director. Directors Compensation shall not include any expenses paid directly
to the Director through reimbursement.  Disability means an
inability to work in any gainful occupation for which the person is reasonably
qualified by education, training or experience, because of a sickness or injury
for which the person is under a doctors care.  3 
   Distribution Election
Form means a written election to distribute Stock Units pursuant to the terms
of the Plan.  Dividend Equivalent
means an Award granted under Section 7.7 or Article 13.  Dividend Payment Date
means any date on which the Company pays any dividend on outstanding Shares.  EBIT for any Year means
the consolidated earnings before income taxes of a company, as reported in the
consolidated financial statements of a company for the Year.  Effective Date means
the Stockholders Approval Date.  Eligible Employee means
an employee of the Company or an Affiliate who is not an Officer and is
designated an Eligible Person by the Committee.  Eligible Person means
any person who satisfies all of the requirements of Article 5.  Employee Participant
means an Eligible Employee who is a Participant in the Plan.  EPS for any Year means
diluted earnings per share of a company, as reported in a companys
consolidated financial statements for the Year.  Exchange Act means the
Securities Exchange Act of 1934, as amended from time to time and the rules and
regulations promulgated thereunder.  Executive Personnel and
Pension Committee means the Executive Personnel and Pension Committee of the
Board or such other Committee as may be appointed by the Board to administer
the Plan with respect to Officers and Eligible Employees. It is the intent of
the Company that the Executive Personnel and Pension Committee shall consist of
not less than the minimum number of persons from time to time required by Rule
16b-3 under the Exchange Act and Section 162(m) of the Code, each of whom, to
the extent necessary to comply with Rule 16b-3 and Section 162(m), is a
Non-Employee Director and an Outside Director within the meaning of such
Rule 16b-3 and Section 162(m), respectively; provided that the failure of any
member of the Committee to meet such qualifications will not invalidate any
action, decision or determination of the Committee.  Exercise Period means
the period or periods during which a Stock Appreciation Right is exercisable as
described in Article 12.  Fair Market Value
means, as of any specified date, the closing price of a Share in the
Consolidated Reporting System as reported in the Wall Street Journal or in a
similarly readily available public source for the trading day immediately prior
to the applicable transaction date under the Plan. If no trading of Shares
occurred on such date, the closing price of a Share in such System as reported
for the preceding day on which sales of Shares occurred shall be used.  Grant means a grant of
an Award under this Plan.  Immediate Relative
means a spouse, child, parent or sibling, including adoptive relationships.  Incentive Stock Option
means an incentive stock option within the meaning of Section 422 of the Code.  Net Income for any Year
means the consolidated net income of a company, as reported in the consolidated
financial statements of a company for the Year.  4 
   Non-Qualified Option
means an option granted under the Plan to purchase Shares and which is not
intended to qualify as an Incentive Stock Option.  Officer means an
employee of the Company or an Affiliate who is designated an officer of that
company.  Officer Participant
means an Officer who is a Participant in the Plan.  Operating Income for
any Year means the consolidated operating income of a company, as reported in
the consolidated financial statements of a company for the Year.  Operating Revenues for
any Year means the consolidated operating revenues of a company, as reported in
the consolidated financial statements of a company for the Year.  Option or Stock
Option means collectively a Non-Qualified Option or an Incentive Stock Option
granted under Article 9.  Option Period or
Option Periods means the period or periods during which an Option is
exercisable as described in Article 9.  Participant means an
Eligible Person who has been granted an Award under this Plan.  Pension Plan means the
Consolidated Edison, Inc. Retirement Plan as it may be amended from time to
time.  Performance-Based
Restricted Stock means a Restricted Stock Award for which the Committee, in
determining the amount of payout, will take into account the Performance
Targets.  Performance Period
means the fiscal year of a company or any other period designated by the
Committee with respect to which an Award may be granted.  Performance Target(s)
means the specific objective goal or goals that are timely set in writing by
the Committee pursuant to Section 11.1(b) for each Participant for the
applicable Performance Period in respect of any one or more of the Business
Criteria.  Performance Unit means
a unit of measurement equivalent to such amount or measure as defined by the
Committee, which may include, but is not limited to, dollars, market value
shares, or book value shares.  Plan means the
Consolidated Edison, Inc. Long Term Incentive Plan, as it may be amended from
time to time.  Plan Administrator
means, as set forth in Article 4, the Committee.  Restricted Stock means
Shares issued in the name of a Participant that bears a restrictive legend, or
otherwise are subject to restrictions, prohibiting sale, transfer, pledge or
hypothecation of the Shares until the expiration of the Restriction Period.  Restriction Period
means the period during which a Participant is prohibited from selling,
transferring, pledging or assigning Restricted Stock.  5 
   Retirement means, for
Officers and Eligible Employees, resignation on or after age 55 with at least
10 years of service; for Directors, resignation after at least 10 years of
service.  Return on Assets means
Net Income divided by the total assets of a company at the end of the 12-month
period, as reported by a company in its consolidated financial statements.  Return on Equity means
Net Income divided by the average of the common shareholders equity of a
company during the 12-month period, as reported by a company in its
consolidated financial statements.  Securities Act means
the Securities Act of 1933 as amended from time to time and the rules and
regulations promulgated thereunder.  Service means a Directors
service on the Board and an Officers or Eligible Employees period of
accredited service as defined in the Pension Plan for employees of CECONY.  Shares means a share of
Common Stock.  Stock Appreciation
Rights mean rights to the settlement in cash, Shares or a combination thereof,
of the excess of the Fair Market Value of Shares subject to such rights on the
date of exercise over their Fair Market Value on the date of the Grant granted
pursuant to an Award under Article 12.  Stockholders Approval
Date is the date of the Annual Meeting at which the Companys stockholders
approve the Plan.  Stock Option Plan means
the Consolidated Edison Inc. 1996 Stock Option Plan as amended and restated on
February 24, 1998.  Stock Units means an
unsecured obligation of the Company that is intended to represent the economic
equivalent of one Share and is the units in which a Stock Unit Account is
denominated.  Stock Unit Account
means the bookkeeping accounts established by the Company pursuant to Article 7
or Article 8.  Substitute Award means
an Award granted in connection with a corporate transaction, such as a merger,
combination, consolidation or acquisition of property or stock, upon assumption
of, or in substitution for, outstanding awards previously granted by a
corporation or other entity.  Termination means
resignation or discharge from employment for an Officer Participant or Employee
Participant, except in the event of death, Disability, or Retirement or
termination of Service for a Director Participant.  Total Shareholder
Return means the sum of the change in the Fair Market Value of the Common
Stock plus the value of reinvested dividends and cash equivalents, over a
Performance Period.  Voluntary Deferral of
Directors Compensation means the Stock Units resulting from deferrals of
Directors Compensation as further defined in Article 7.  Year means a fiscal
year of a company commencing on or after January 1, 2003 that constitutes all
or part of an applicable Performance Period.  6 
   ARTICLE
3.    STOCKHOLDER APPROVAL AND DURATION  Section 3.1Stockholder Approval.    The
Plan will be submitted for approval by the Companys stockholders at the 2003
Annual Meeting. Approval of the Plan by a majority of the Shares voting on the
proposal shall constitute Stockholder Approval.  Section 3.2Period for Grants of Awards.    Awards
may be made as provided herein for up to a period of 10 years after the
Stockholders Approval Date.  Section 3.3Termination.    The
Plan will continue in effect until all matters relating to the payment of
outstanding Awards and administration of the Plan have been settled.  ARTICLE
4.    ADMINISTRATION  Section 4.1Plan Administrator.    The
Executive Personnel and Pension Committee of the Board shall be the Plan
Administrator for Officers and Eligible Employees, unless the Board designates
itself or another committee to administer the Plan with respect to Officers and
Eligible Employees. The Corporate Governance and Nominating Committee of the
Board shall be the Plan Administrator for Directors, unless the Board
designates itself or another committee to administer the Plan with respect to
Directors.  Section 4.2Duties of the Plan
Administrator.    Except as may be limited by
law, the Companys Certificate of Incorporation, the Companys by-laws or the
Plan, the Plan Administrator shall have full and final power and authority
(except as specified otherwise herein) to determine all questions, and to
interpret and apply the terms and conditions of the Plan pursuant to which
Awards are granted, exercised or forfeited under the Grant or Plan provisions,
and, in general, to make all rules, regulations and other determinations which
may be necessary or advisable for the administration of the Plan to achieve its
stated purpose. Without limiting the generality of the foregoing, the Plan
Administrator may modify, amend, extend or renew outstanding Awards, or accept
the surrender of outstanding Awards and substitute new Awards (provided, however,
that, except as provided in Section 6.4 of the Plan, any modification that
would materially adversely affect any outstanding Award shall not be made
without the consent of the Participant, and provided, further, that no
modification, amendment or substitution that results in repricing a Stock
Option to a lower exercise price, other than to reflect an adjustment made
pursuant to Section 6.4, shall be made without prior stockholder approval). The
Plan Administrator may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any Awards in the manner and to the extent the
Plan Administrator deems necessary or desirable to carry it into effect. In no
event, however, shall the Plan Administrator have the right to cancel outstanding
Options for the purpose of replacing or regranting such Options with an
exercise price that is less than the exercise price of the original Option.  Section 4.3Decisions Binding.    The
Plan Administrators determinations under the Plan (including without
limitation, determinations of the persons to receive Awards, the form, amount
and timing of such Awards, the terms and provisions of such Awards and any
agreements evidencing such Awards) need not be uniform and may be made
selectively among persons who receive, or are eligible to receive, Awards under
the Plan, whether or not such persons are similarly situated. All
determinations of the Plan Administrator shall be final, conclusive and binding
on all parties including the Company, its stockholders, Participants, their
respective estates and beneficiaries and not subject to further appeal.  Section 4.4Delegation.    To
the extent permitted by law, the Committee shall have the authority to delegate
its administrative duties under the Plan as it may deem advisable to one or
more of its members or to any Officers or Directors of the Company or its
Affiliates; provided that the Plan Administrator may not delegate its authority
to amend or terminate the Plan. The selection, grant and establishment of the
terms of Awards remain the duties of the Committee, except that the full Board
must approve any Awards to Directors.  7 
   ARTICLE
5.    ELIGIBILITY AND PARTICIPATION  Section 5.1Officer or Eligible Employee.    Each
Officer or Eligible Employee of the Company and its Affiliates may be
designated by the Executive Personnel and Pension Committee as an Eligible
Person, from time to time, with respect to one or more Awards subject to the
limitations set forth in Sections 6.1 and 6.2. An Eligible Person who is an
Officer or Eligible Employee becomes a Participant on the date of the granting
of an Award; provided, however, that an Eligible Person is actively employed on
the date of the Grant. The Committee may also grant Awards to individuals in connection
with hiring as an officer or employee, retention or otherwise, prior to the
date the individual first performs services for the Company or an Affiliate;
provided, however, that such Awards shall not become vested or exercisable
prior to the date the individual first commences performance of such services.  Section 5.2Director.    Any
person who was a Director of the Company on July 1, 2002, or who becomes one
thereafter shall be eligible to receive a benefit under the Plan. Any
non-employee Director of the Companys Affiliates may also be designated by the
Corporate Governance and Nominating Committee to receive an Award under the
Plan. An Eligible Person who is a Director becomes a Participant on the date of
the granting of an Award, provided he or she is providing Service on the date
of the Grant as a member of the Board.  Section 5.3General.    In
determining the Eligible Persons to whom Awards are to be granted and the
number of Shares subject to each Award, the Committee shall take into consideration
the Eligible Persons present and potential contribution to the success of the
Company or an Affiliate and such other factors as the Executive Personnel and
Pension Committee may deem proper and relevant.  ARTICLE
6.    SHARES SUBJECT TO PLAN  Section 6.1Grant of Awards and
Limitation of Number of Shares Awarded.    The
Committee may, from time to time, grant Awards to one or more Eligible Persons,
provided that subject to any adjustment pursuant to this Article 6, the
aggregate number of Shares subject to Awards that may be delivered under this
Plan may not exceed ten million (10,000,000) Shares. The maximum number of
Shares that may be issued in conjunction with Stock Units under Articles 7 or
8, Restricted Stock Awards under Article 10 and Performance-Based Restricted
Stock or Performance Unit Awards under Article 11 shall in the aggregate be
four million (4,000,000).  Section 6.2Individual Limitations.    The
aggregate number of Shares that may be covered by Awards granted to an individual
Eligible Person shall not exceed 1,500,000 Shares.  Section 6.3Type of Shares.    Shares
delivered by the Company may include, in whole or in part, authorized and
unissued Shares, reacquired Shares, treasury Shares, or Shares that the Company
may cause to be purchased on the open market (including private purchases) to
satisfy its obligations under the Plan in accordance with applicable securities
laws.  Section 6.4Dilution and Other
Adjustments.    In the event of any change in
the number of outstanding Shares or Share price by reason of any stock split,
stock dividend, recapitalization, merger, consolidation, reorganization,
combination or exchange of equity securities or other distribution (other than
normal cash dividends) of Company assets to stockholders, or any other similar
change or corporate transaction or event that affects Shares, if the Committee
shall determine, in its sole discretion, that such change equitably requires an
adjustment to the limitations on the number of Shares that may be delivered
under the Plan as set forth in Section 6.1, in the number or kind of Shares
that may be delivered under the Plan, or in the number or kind of Shares which
are subject to outstanding Awards and in the exercise price per Share relating
thereto, such adjustment to prevent dilution or enlargement of Participants
rights under the Plan shall be made by the Committee in a manner that is
proportionate to the change to the Shares and is otherwise equitable, and shall
be conclusive and  8 
   binding for all purposes of the Plan. Additional
Shares issued to a Participant as the result of any such change shall bear the
same restriction as the Shares to which they relate.  Section 6.5Adjustment to Maximum for
Forfeited, Cancelled, Terminated or Expired Shares.    Any
Shares covered by an Award (or portion of an Award) granted under the Plan that
is forfeited, cancelled, terminated or expired without being exercised in whole
or in part, or settled in cash, including settlement of tax withholding
obligations using Shares shall be deemed not to have been delivered for
purposes of determining the maximum number of Shares available for delivery
under the Plan and new Awards may be granted covering the Shares under such
forfeited, cancelled, terminated, expired, or settled in cash Award. Likewise,
if any Option granted under the Plan is exercised by tendering Shares to the
Company as full or partial payment for such exercise under the Plan, only the
number of Shares issued net of the Shares tendered shall be deemed delivered
for purposes of determining the maximum number of Shares available for delivery
under the Plan. In addition, any Shares underlying Substitute Awards shall not
be counted in determining the number of Shares that remain available for
delivery under the Plan.  Section 6.6Deferral of Award.    The
Plan Administrator may permit or require a recipient of an Award to defer all
or part of such individuals receipt of the payment of cash or the delivery of
Shares that would otherwise be due to such individual by virtue of the exercise
of, payment of, or lapse or waiver of restrictions respecting, any Award. If
such payment deferral is required or permitted, the Plan Administrator shall,
in its sole discretion, establish rules and procedures for such payment
deferrals.  ARTICLE
7.    STOCK UNIT GRANTS TO DIRECTOR PARTICIPANTS  Section 7.1In General.    This
Article 7 only applies to Director Participants who are members of the Board of
Consolidated Edison Inc., at the time the grant is made.  Section
7.2    Initial Account
Balance.    The Retirement Plan was terminated
effective June 30, 2002. Each Director who was a participant in the Retirement
Plan prior to June 30, 2002, and who became a Participant in the Deferred Stock
Plan on July 1, 2002, was granted Stock Units equal to the net accrued value of
his or her benefit under the Retirement Plan as of June 30, 2002, as determined
by the Company and an additional grant of 400 Stock Units. As of the Effective
Date, these Directors became Director Participants in this Plan and these
Director Participants have no rights or entitlements whatsoever to any benefits
under the Retirement Plan and their rights under the Deferred Stock Plan are
incorporated into this Plan.  Section 7.3Annual Grants.    Each
Director Participant will be granted 1,300 Stock Units on the first business
day after each Annual Meeting. If a Director Participant is first appointed as
a member of the Board after the Annual Meeting, his or her first annual grant
of Stock Units (rounded to the nearest one hundred Stock Units) will be
determined by multiplying 1,300 by the result from dividing the number of
months before the next Annual Meeting by twelve; provided that for the purpose
of this calculation the numerator shall exclude the month in which the
effective date of the Directors appointment occurs and shall include the month
in which the Annual Meeting occurs. The Board upon recommendation of the
Corporate Governance and Nominating Committee may from time-to-time change the
annual grant.  Section 7.4Automatic Deferral.    The
Stock Units granted pursuant to Section 7.2 and 7.3 shall be deferred
automatically until the Director Participants Termination of Service as a
Board member.  Section 7.5Stock Unit Accounts.    The
Company will create and maintain on its books one or more Stock Unit Accounts
for each Director Participant. Each Stock Unit Account will be credited with
all Stock Units that may be attributed to such Director Participant from time to
time in connection with (i) Grants of Stock Units, (ii) deferrals of Directors
Compensation by such Director Participant pursuant to Section 7.9 (Voluntary
Deferrals of Directors Compensation), or (iii) dividend equivalents pursuant
to Section 7.7. Stock Unit Accounts are  9 
   maintained solely for accounting purposes and do not
require a segregation of any assets of the Company or its Affiliates.  Section 7.6Vesting.    The
initial Stock Units granted upon the termination of the Retirement Plan, the
400 Stock Units granted on July 1, 2002, and the annual grants pursuant to
Section 7.3 become fully vested upon the date of the Grant. Stock Units
credited to a Director Participants Account by reason of his or her election
to defer Directors Compensation pursuant to Section 7.9 (Voluntary Deferrals
of Directors Compensation) become vested as of the date the Directors
Compensation would have been paid to him or her. Stock Units resulting from the
crediting of Dividend Equivalents to a Director Participants Account pursuant
to Section 7.7 shall be vested on the Dividend Payment Date.  Section 7.7Dividend Equivalents.    (a)
Dividend Equivalents will be earned on Stock Units and credited to a Director
Participants Account as of any Dividend Payment Date. Such Dividend
Equivalents shall be expressed as a number of Stock Units equal to:  (i)   The number of Stock Units credited
to a Director Participants Account as of the record date for such dividend
multiplied by the value of the per share cash amount of the dividend (or as
determined by the Corporate Governance and Nominating Committee in the case of
dividends paid other than in cash),  divided by:  (ii)   The Fair Market Value of a Share as
of the Dividend Payment Date.  (b) All Dividend
Equivalents earned on Stock Units whether resulting from Stock Unit Grants
pursuant to Sections 7.2 or 7.3 or resulting from Voluntary Deferrals of
Directors Compensation pursuant to Section 7.9 shall be automatically deferred
until the Director Participants Termination of Service to the Company, unless
an election pursuant to Section 7.7(c) is timely made to receive some or all of
the Dividend Equivalents in cash payments.  (c) An election to
receive some or all of the Dividend Equivalents in cash payments must be made
by December 31 of a calendar year by written notice filed with the Secretary of
the Company on a form (Deferral Election Form) furnished by the Company. The
election is valid for the following calendar year and remains in effect until
modified or revoked by a new Deferral Election Form filed with the Secretary of
the Company, which new Deferral Election Form shall take effect in the year
following the year of receipt of the form by the Secretary of the Company.  Section 7.8Timing and Method of Payment.    (a)
All payments on account of Stock Units pursuant to this Article 7 shall be made
in Shares.  (b) The Stock Units
granted pursuant to Section 7.2 and 7.3 shall be paid in Shares to a Director
Participant in a single one-time payment of Shares (rounded to the nearest
whole Share as determined under Section 23.12) as soon as practicable following
his or her Termination of Service as a member of the Board, except that the
Director Participant may elect to be paid his or her Shares in equal quarterly
distributions for up to 10 years following the Termination of his or her
Service by filing with the Secretary of the Company a form (Distribution
Election Form) no later than December 31 of the year preceding such Director
Participants Termination of Service as a member of the Board. If this election
is made, Dividend Equivalents shall continue to be earned on the remaining
Stock Units in the Director Participants Account until all Shares have been
distributed. The Dividend Equivalents that are earned during this payment
period shall be distributed as cash payments, regardless of any prior election
to have Dividend Equivalents deferred and reinvested in Stock Units.  (c) Stock Units resulting
from Voluntary Deferrals of Directors Compensation shall be deferred until the
Directors Termination of Service except that the Director Participant may
elect to defer receipt of his or her  10 
   Shares to the January 1 that is at least five years
from the date on which the Stock Units were deferred by filing a Deferral
Election Form in accordance with the procedures set forth in Section 7.9.
However, no deferral can extend longer than the Director Participants date of
Termination of Service. Stock Units resulting from Voluntary Deferrals of
Directors Compensation will be paid in Shares to a Director Participant in a
single one-time payment of Shares (rounded to the nearest whole Share) as soon
as practicable following the date specified in the Deferral Election Form or
the date of his or her Termination of Service. If, however, a Director
Participant has elected to defer receipt until his or her Termination of
Service, he or she may elect to be paid his or her Shares in equal quarterly
distributions for up to 10 years following the Termination of Service by filing
with the Secretary of the Company a Distribution Election Form no later than
December 31 of the year preceding such Director Participants Termination of
Service. If this election is made, Dividend Equivalents shall continue to be
earned on the remaining Stock Units in the Director Participants Stock Unit
Account until all Shares have been distributed. The Dividend Equivalents that
are earned during this payment period shall be distributed as cash payments
regardless of any prior election to have Dividend Equivalents deferred and
reinvested in Stock Units.  (d) The Stock Units
resulting from Dividend Equivalent deferrals pursuant to Section 7.7 shall be
paid in Shares (rounded to the nearest whole Share) to a Director Participant
in accordance with Section 7.7(b) above.  (e) The Corporate
Governance and Nominating Committee may, in its discretion and to the extent
consistent with laws and regulations, give effect to a Deferral Election Form
or a Distribution Election Form that is not timely made.  Section 7.9Voluntary Deferrals of
Directors Compensation.  (a)Deferral Election.    A
Director Participant may elect to defer receipt of all or any specified portion
of any Directors Compensation that may become payable to him or her and to
have such amounts credited to his or her Stock Unit Account in accordance with
Section 7.5 of this Plan.  (b)Deferrals Credited to Account.    Any
Directors Compensation deferred by a Director Participant pursuant to this
Section 7.9 shall be allocated to his or her Stock Unit Account and deemed to
be invested in a number of Stock Units equal to (i) the amount of such
Directors Compensation divided by (ii) the Fair Market Value of a Share on the
date the Directors Compensation would otherwise have been paid.  (c)Payment and Distribution of Deferrals.    The
timing and method of payment and distribution of the Stock Units resulting from
the Voluntary Deferral of Directors Compensation will be in accordance with
Section 7.8(c).  (d)Timing of Deferral Election.  1. A deferral election may be made by written notice
filed with the Secretary of the Company on a Deferral Election Form:  (i)   no more than 30 days after a person
is first elected or appointed to the Board (covering Directors Compensation to
be earned for the remainder of the year); or  (ii)   on or before the end of any
calendar year (covering Directors Compensation to be earned the following
calendar year); or  (iii)   on or before such other date or
dates as may be approved in advance by the Corporate Governance and Nominating
Committee (covering Directors Compensation earned for such period or periods
commencing after such other date as may be specified by the Corporate
Governance and Nominating Committee).  11 
   2. Any deferral election shall continue in effect
until revoked or modified by a new Deferral Election Form filed with the
Secretary of the Company. A Director Participant who has revoked a deferral
election may file a new Deferral Election Form to defer Directors Compensation
but it shall only relate to Directors Compensation for Service to be rendered
beginning with the calendar year following the year in which such new Deferral
Election Form is filed with the Secretary of the Company. Amounts credited to a
Director Participants Stock Unit Account prior to the effective date of any
revocation or modification of a deferral election shall not be affected by such
revocation or modification.  ARTICLE
8.    STOCK UNIT GRANTS  Section 8.1Grants of Stock Units.    One
or more Stock Units may be granted to any Eligible Person, other than to a
Director of the Company, at the sole discretion of the Committee. The Stock
Units may be granted without the payment of consideration by the Participant.  Section 8.2Nontransferability.    No
Stock Unit Award granted under this Article of the Plan shall be transferable
by the Participant otherwise than by will or by the laws of descent and
distribution or to the extent permitted by the Committee.  Section 8.3Terms and Conditions.    The
Committee may grant or impose such other terms and conditions on the Stock
Units as, in its sole discretion, it deems appropriate including the vesting of
such units, the timing and method of payment and the right to grant Dividend
Equivalents.  Section 8.4Stock Unit Accounts.    The
Company will create and maintain on its books one or more Stock Unit Accounts
for each Participant evidencing the grant of Stock Units. Each Stock Unit
Account will be credited with all Stock Units that may be attributed to such
Participant from time to time in connection with (i) Grants of Stock Units, or
(ii) Dividend Equivalents, if granted pursuant to Section 8.3. Stock Unit
Accounts are maintained solely for accounting purposes and do not require a
segregation of any assets of the Company or its Affiliates.  ARTICLE
9.    STOCK OPTIONS  Section 9.1Grant of Options.    Options
may be granted to an Eligible Person, other than a Director of the Company, as
the Committee may from time to time select without the payment of
consideration. Any Eligible Person shall be eligible to receive one or more
Options, subject to the limitations set forth in Sections 6.1 and 6.2.  Section 9.2Terms and Conditions.    An
Option granted under the Plan shall be in such form as the Committee may from
time to time approve. Each Option shall be subject to the terms and conditions
provided in this Article 9 and shall contain such other or additional terms,
conditions or restrictions as the Committee, in its sole discretion, may deem
desirable, but in no event shall such terms and conditions be inconsistent with
the Plan and, in the case of Incentive Stock Options, with the provisions of
the Code applicable to Incentive Stock Options as described in Code Section
422.  Section 9.3Exercise Price.    The
exercise price per Share under an Option shall be determined by the Committee,
but may not be less than 100 percent of the Fair Market Value of a Share on the
date the Option is granted. Notwithstanding the foregoing, the exercise price
per share of an Option that is a Substitute Award may be less than the Fair
Market Value of a Share on the date the Option is granted provided that the
excess of:  (i) the aggregate Fair
Market Value (as of the date such Substitute Award is granted) of the Shares
subject to the Substitute Award, over  12 
   (ii) the aggregate
exercise price thereof,  does not exceed the excess of:  (i) the aggregate fair
market value (as of the time immediately preceding the transaction giving rise
to the Substitute Award, such fair market value to be determined by the Plan
Administrator) of the shares of the predecessor entity that were subject to the
award assumed or substituted for by the Company, over  (ii) the aggregate
exercise price of such shares.  Section 9.4Option Period.    The
period during which and the manner in which an Option may be exercised shall be
fixed by the Committee; provided, that no Option shall be exercisable after the
expiration of ten years from the date such Option is granted.  Section 9.5Stock Option Agreement.    Each
Option granted will be evidenced by a Stock Option Agreement between the
Company and the Participant containing provisions determined by the Committee,
including, without limitation, provisions to qualify Incentive Stock Options as
such under Section 422 of the Code if directed by the Committee at the Date of
Grant.  Section 9.6Exercise of Option.    (a)
An Option may be exercised in whole or in part from time to time during the
Option Period (or, if determined by the Committee, in specified installments
during the Option Period) by giving written notice of exercise to the Secretary
of the Company specifying the number of Shares to be purchased. Notice of
exercise of an Option must be accompanied by payment in full of the exercise
price either by cash or such other method as may be permitted by the Committee,
including but not limited to (i) check, (ii) tendering (either actually or by
attestation) Shares owned by the Participant having a Fair Market Value at the
date of exercise equal to such exercise price, (iii) a third-party exercise
procedure, or (iv) a combination of the foregoing. The Committee, in its sole
discretion, may, in lieu of delivering Shares covered by an Option upon its
exercise, settle the exercise of the Option by means of a cash payment to the
Participant equal to the positive difference between the Fair Market Value on
the exercise date and the exercise price, or by delivering Shares having an
aggregate Fair Market Value equal to such a payment, or by a combination of
both.  (b) No Shares shall be
delivered in connection with the exercise of an Option until full payment
therefor has been made, including satisfaction of any applicable tax
withholding obligations as set forth in Article 15. A Participant shall have
the rights of a shareholder only with respect to Shares for which certificates
have been issued to such person.  Section 9.7Nontransferability of Options.    No
Option granted under the Plan shall be transferable by the Participant
otherwise than by will or by the laws of descent and distribution and will be
exercisable during the Participants lifetime only by the Participant or by the
Participants guardian or legal representative, except that the Committee may
provide for the transferability of an Option:  (a) by gift or other
transfer to (i) an Immediate Relative, or (ii) a trust or an estate in which
the original Participant or the Participants Immediate Relative has a
substantial interest;  (b) pursuant to a
domestic relations order; and  (c) as may be otherwise
permitted by Form S-8 under the Securities Act; provided, however, that any
Option so transferred shall continue to be subject to all the terms and
conditions contained in the Option agreement.  If so permitted by the
Committee, a Participant may designate a beneficiary or beneficiaries to
exercise the rights of the Participant under the Plan upon the death of the
Participant pursuant to Article 19.  13 
   Section 9.8Consequences of Termination
of Employment or Service.    The Committee shall
have full discretion and authority to establish in the Stock Option Agreement
the terms and conditions applicable to the Option in the event of the
Participants Termination, including a termination by reason of retirement,
death or Disability.  ARTICLE
10.    RESTRICTED STOCK AWARDS  Section 10.1Grants of Restricted Shares.    One
or more shares of Restricted Stock may be granted to any Eligible Person, other
than a Director of the Company. At the sole discretion of the Committee, the
Restricted Stock will be issued to the Participant on the Date of Grant without
the payment of consideration by the Participant. The Committee may also impose
such other restrictions and conditions on the Restricted Stock as, in its sole
discretion, it deems appropriate. Upon issuance to the Participant of the
Restricted Stock, the Participant will have the right to vote the Restricted
Stock, and may, subject to the Committees discretion, receive the cash
dividends distributable with respect to such Shares. The Committee, in its sole
discretion, may direct the accumulation and payment of distributable dividends
to the Participant at such times, and in such form and manner, as determined by
the Committee.  Section 10.2Restriction Period.    At
the time a Restricted Stock Award is granted, the Committee will establish a
Restriction Period applicable to such Award which will be not less than one and
not more than ten years. Each Restricted Stock Award may have a different
Restriction Period, at the discretion of the Committee.  Section 10.3Forfeiture or Payout of Award.    (a)
In the event of a Termination by a Participant during a Restriction Period,
including a termination due to Retirement, Disability or death, an Award of
Restricted Stock is subject to forfeiture or payout (i.e., removal of
restrictions) as follows: (i) Terminationthe Restricted Stock Award is
completely forfeited; or (ii) Retirement, Disability or deathpayout of the
Restricted Stock Award is prorated for service during the period; provided,
however, that the Committee may modify the above if it determines at its sole
discretion that special circumstances warrant such modification.  (b) Any shares of
Restricted Stock, which are forfeited, will be transferred to the Company. Upon
completion of the Restriction Period, all Award restrictions will expire and
new certificates representing the Award will be issued without the restrictive
legend described in Section 10.1.  Section 10.4Waiver of Section 83(b)
Election.    Unless otherwise directed by the
Committee, as a condition of receiving an Award of Restricted Stock, a
Participant must waive in writing the right to make an election under Section
83(b) of the Code to report the value of the Restricted Stock as income on the
Date of Grant.  ARTICLE
11.    PERFORMANCE-BASED RESTRICTED STOCK/PERFORMANCE
UNITS.  Section 11.1Provision for Awards.
(a)General.    For
Awards under this Article 11, the Committee will establish (i) Performance
Target(s) relative to the applicable Business Criteria, (ii) the applicable
Performance Period and (iii) the applicable number of shares of Performance
Based Restricted Stock or Performance Units that are the subject of the Award.
The applicable Performance Period and Performance Target(s) will be determined
by the Committee consistent with the terms of the Plan and Code Section 162(m).
Notwithstanding the fact that the Performance Target(s) have been attained, the
Committee may pay an Award under this Article 11 of less than the amount
determined by the formula or standard established pursuant to Section 11.1 (b)
or may pay no Award at all. The maximum number of Shares of Performance Based
Restricted Stock or Performance Units that any participant may earn, in the
aggregate, during any Performance Period is 1,000,000.  14 
   (b) Selection of Performance Target(s).    The
specific Performance Target(s) with respect to the Business Criteria must be
established by the Committee in advance of the deadlines applicable under Code
Section 162(m) and while the performance relating to the Performance Target(s)
remains substantially uncertain within the meaning of Code Section 162(m). The
Performance Target(s) with respect to any Performance Period may be established
on a corporate-wide basis or established with respect to one or more operating
units, divisions, acquired businesses, minority investments, partnerships or
joint ventures, and may be measured on an absolute basis or relative to
selected peer companies or a market index. At the time the Performance
Target(s) are selected, the Committee shall provide, in terms of an objective
formula or standard for each Participant, the method of computing the specific
amount that will represent the maximum amount of the Award payable to the
Participant if the Performance Target(s) are attained. The objective formula or
standard shall preclude the use of discretion to increase the amount of any
Award earned pursuant to the terms of the Award.  (c) Effect of Mid-Year Commencement of Service.    If
Service as an Officer or Eligible Employee commences after the adoption of the
Plan and the Performance Target(s) are established for a Performance Period,
the Committee may grant an Award and establish Performance Target(s) for a
Performance Period that is proportionately adjusted based on the period of
actual Service during the Year.  (d) Adjustments.    To
preserve the intended incentives and benefits of an Award based on Adjusted
EBIT, Adjusted EPS, Adjusted Net Income, Adjusted Operating Income, Adjusted
Operating Revenues, Adjusted Return on Assets or Adjusted Return on Equity, the
Committee may determine at the time the Performance Targets are established
that certain adjustments shall apply to the objective formula or standard with
respect to the applicable Performance Target to take into account, in whole or
in part, in any manner specified by the Committee, any one or more of the
following with respect to the Performance Period:  (i)   the gain, loss, income or expense
resulting from changes in accounting principles that become effective during
the Performance Period;  (ii)   the gain, loss, income or expense
reported publicly by the Company with respect to the Performance Period that
are extraordinary or unusual in nature or infrequent in occurrence, excluding
gains or losses on the early extinguishment of debt;  (iii)   the gains or losses resulting
from, and the direct expenses incurred in connection with, the disposition of a
business, in whole or in part, or the sale of investments or non-core assets;  (iv)   the gain or loss from all or
certain claims, litigation and/or regulatory proceedings and all or certain
insurance recoveries relating to claims or litigation;  (v)   the impact of impairment of tangible
or intangible assets;  (vi)   the impact of restructuring or
business recharacterization activities, including but not limited to reductions
in force, that are reported publicly by the Company; and  (vii)   the impact of investments or
acquisitions made during the year or, to the extent provided by the Committee,
any prior year.  Each of the adjustments
described in this Section 11.1(d) may relate to the Company as a whole or any
part of the Companys business or operations, as determined by the Committee at
the time the Performance Targets are established. The adjustments are to be
determined in accordance with generally accepted accounting principles, unless
another objective method of measurement is designated by the Committee. In
addition to the foregoing, the Committee shall adjust any Business Criteria,
Performance Targets or other features of an Award that relate to or are wholly
or partially based on the number of, or the value of, any stock of the Company,
to reflect any stock dividend or split, recapitalization, combination or
exchange of shares or other similar changes in such stock.  (e)Committee Discretion to Determine Award.    The
Committee has the sole discretion to determine the standard or formula pursuant
to which each Participants Award shall be calculated, whether all or any
portion of  15 
   the amount so calculated will be paid, and the
specific amount (if any) to be paid to each Participant, subject in all cases
to the terms, conditions and limits of the Plan. To this same extent, the
Committee may at any time establish (and, once established, rescind, waive or
amend) additional conditions and terms of payment of Awards (including but not
limited to the achievement of other financial, strategic or individual goals,
which may be objective or subjective) as it may deem desirable in carrying out
the purposes of the Plan. The Committee may not, however, increase the maximum
amount permitted to be paid to any individual under the Plan or pay Awards
under this Article 11 if the applicable performance targets have not been met.  Section 11.2Performance-Based Restricted
Stock Awards. (a)Grants of
Performance-Based Restricted Stock.    Subject
to Section 11.1, one or more shares of Performance-Based Restricted Stock may
be granted to any Eligible Person, other than a Director of the Company, based
on the achievements of pre-established Performance Targets during the
Performance Period. The Performance-Based Restricted Stock will be issued to
the Participant on the Date of Grant without the payment of consideration by
the Participant. The Performance-Based Restricted Stock will be issued in the
name of the Participant and will bear a restrictive legend prohibiting sale,
transfer, pledge or hypothecation of the Performance-Based Restricted Stock
until the expiration of the Restriction Period. The Committee may also impose
such other restrictions and conditions on the Performance-Based Restricted
Stock, as it deems appropriate.  (b) Upon issuance to the
Participant of the Performance-Based Restricted Stock, the Participant will
have the right to vote the Performance-Based Restricted Stock, and may, subject
to the Committees discretion, receive the cash dividends distributable with
respect to such Shares. The Committee, in its sole discretion, may direct the
accumulation and payment of distributable dividends to the Participant at such
times, and in such form and manner, as determined by the Committee.  (c)Restriction Period.    At
the time a Performance-Based Restricted Stock Award is granted, the Committee
will establish a Restriction Period applicable to such Award, which will be no
less than one nor more than ten years. Each Performance-Based Restricted Stock
Award may have a different Restriction Period, at the discretion of the
Committee.  (d)Waiver of Section 83(b) Election.    Unless
otherwise directed by the Committee, as a condition of receiving an Award of
Performance-Based Restricted Stock, a Participant must waive in writing the
right to make an election under Code Section 83(b) to report the value of the
Performance-Based Restricted Stock as income on the Date of Grant.  Section 11.3Performance Units.    (a)
Subject to Section 11.1, one or more Performance Units may be granted to an
eligible person, other than a Director of the Company, based on the achievement
of preestablished Performance Targets during a Performance Period.  (b) Upon issuance to the
Participant of a Performance Unit, the Participant may, subject to the
Committees discretion, have the right to receive Dividend Equivalents with
respect to such Performance Units, with such Dividend Equivalents treated as
compensation to the Participant. The Committee, in its sole discretion, may
direct the accumulation and payment of Dividend Equivalents to the Participant
at such times, and in such form and manner, as determined by the Committee.  Section 11.4Forfeiture or Payout of Award.    (a)
As soon as practicable after the end of each Performance Period, the Committee
will determine whether the Performance Targets and other material terms of the
Award were satisfied. The Committees determination of all such matters will be
final and conclusive.  (b) As soon as
practicable after the date the Committee makes the above determination, the Committee
will determine the Award payment, if any, for each Participant. Before any
payments are made under this Article 11, the Committee will be responsible for
certifying in writing to the Company that the applicable Performance  16 
   Targets have been met. For this purpose, approved
minutes of the Committee in which such certification is made may be treated as
a written certification.  (c) The Committee shall
have full discretion and authority to establish the terms and conditions
applicable to the Award in the event of the Participants Termination,
including a termination by reason of Retirement, death or Disability.  (d) Any shares of
Performance-Based Restricted Stock that are forfeited will be transferred to
the Company.  Section 11.5Form and Timing of Payment.    With
respect to shares of Performance-Based Restricted Stock for which restrictions
lapse, new certificates will be issued (the payout) without the restrictive
legend described in Section 11.2(a). Each Performance Unit is payable in cash
or Shares or in a combination of cash and Shares, as determined by the
Committee in its sole discretion. Such payment will be made as soon as
practicable after the Award payment is determined.  ARTICLE
12.    STOCK APPRECIATION RIGHTS.  Section 12.1Grants of Stock Appreciation
Rights.    Stock Appreciation Rights may be
granted under the Plan to an eligible person, other than a Director of the
Company, in conjunction with an Option either at the Date of Grant or by
amendment or may be separately granted. Stock Appreciation Rights will be
subject to such terms and conditions not inconsistent with the Plan as the
Committee may impose.  Section 12.2Right to Exercise; Exercise
Period.    A Stock Appreciation Right issued
pursuant to an Option will be exercisable to the extent the Option is
exercisable A Stock Appreciation Right issued independent of an Option will be
exercisable pursuant to such terms and conditions established in the grant.  Section 12.3Failure to Exercise.    If
on the last day of the Option Period, in the case of a Stock Appreciation Right
granted pursuant to an Option, or the specified Exercise Period, in the case of
a Stock Appreciation Right issued independent of an Option, the Participant has
not exercised a Stock Appreciation Right, then such Stock Appreciation Right
will be deemed to have been exercised by the Participant on the last day of the
Option Period or Exercise Period.  Section 12.4Payment.    An
exercisable Stock Appreciation Right granted pursuant to an Option will entitle
the Participant to surrender unexercised the Option or any portion thereof to
which the Stock Appreciation Right is attached, and to receive in exchange for
the Stock Appreciation Right payment (in cash or Shares or a combination thereof
as described below) equal to the excess of the Fair Market Value of one Share
at the date of exercise over the Option price, times the number of Shares
called for by the Stock Appreciation Right (or portion thereof) which is so
surrendered. Upon exercise of a Stock Appreciation Right not granted pursuant
to an Option, the Participant will receive for each Stock Appreciation Right
payment (in cash or Shares or a combination thereof as described below) equal
to the excess of the Fair Market Value of one Share at the date of exercise
over the Fair Market Value of one Share at the Date of Grant of the Stock
Appreciation Right, times the number of Shares called for by the Stock
Appreciation Right (or portion thereof) which is exercised.  Section 12.5Settlement.    The
Committee may direct the payment in settlement of the Stock Appreciation Right
to be in cash or Shares or a combination thereof. Alternatively, the Committee
may permit the Participant to elect to receive cash in full or partial
settlement of the Stock Appreciation Right. The value of the Share to be
received upon exercise of a Stock Appreciation Right shall be the Fair Market
Value of the Share. To the extent that a Stock Appreciation Right issued
pursuant to an Option is exercised, such Option shall be deemed to have been
exercised, and shall not be deemed to have lapsed.  17 
   Section 12.6Nontransferable.    A
Stock Appreciation Right will not be transferable by the Participant except by
will or the laws of descent and distribution and will be exercisable during the
Participants lifetime only by the Participant or by the Participants guardian
or legal representative except that the Committee may, in its discretion,
provide for the transferability of Stock Appreciation Right:  (a) by gift or other
transfer to (i) an Immediate Relative, or (ii) a trust or an estate in which
the original Participant or the Participants Immediate Relative has a
substantial interest;  (b) pursuant to a
domestic relations order; and  (c) as may be otherwise
permitted by Form S-8 under the Securities Act; provided, however, that any
Stock Appreciation Right so transferred shall continue to be subject to all the
terms and conditions contained in the Option agreement.  If so permitted by the
Committee, a Participant may designate a beneficiary or beneficiaries to
exercise the rights of the Participant under the Plan upon the death of the
Participant pursuant to Article 19.  Section 12.7Lapse of a Stock Appreciation
Right.    A Stock Appreciation Right will lapse
upon the earlier of: (i) 10 years from the Date of Grant; or (ii) at the
expiration of the Exercise Period as set by the grant. The Committee shall have
full discretion and authority to establish in the Award the terms and
conditions applicable to the Stock Appreciation Right in the event of the
Participants Termination, including a termination by reason of Retirement,
death, or Disability.  ARTICLE
13.    DIVIDEND EQUIVALENTS  Section 13.1Grants of Dividend
Equivalents.    (a) Dividend Equivalents shall
be granted under the Plan in conjunction with Stock Units granted to Director
Participants under the terms set forth in Article 7.  (b) Dividend Equivalents
may also be granted without consideration by the Participant in conjunction with
Stock Units granted under Article 8, at the Date of Grant, in conjunction with
an Option or a separately awarded Stock Appreciation Right, at the Date of
Grant or by amendment, or in conjunction with Performance Units, at any time
during the Performance Period, subject to the terms, conditions, restrictions
or limitations if any, as the Committee may establish and as set forth in this
Article 13.  Section 13.2Payment.    Each
Dividend Equivalent will entitle the Participant to receive an amount equal to
the dividend actually paid with respect to a Share on each dividend payment
date from the Date of Grant to the date the Dividend Equivalent lapses as set
forth in Section 13.4. Dividend Equivalents may be invested in additional
shares or units as determined by the Committee. The Committee, in its sole
discretion, may direct the payment of such amount at such times and in such
form and manner as determined by the Committee. The Committee may impose such
other terms and conditions as, in its sole discretion, it deems appropriate.  Section 13.3Nontransferable.    Rights
to Dividend Equivalents will not be transferable by the Participant except to
the extent that the underlying Option, Stock Unit, Stock Appreciation Right or
Performance Units is transferred in accordance with the Plan.  Section 13.4Lapse of a Dividend
Equivalent.    Each Dividend Equivalent will
lapse on the earlier of (i) the date of the lapse of the related Option or
Stock Appreciation Right; (ii) the date of the exercise of the related Option
or Stock Appreciation Right; (iii) the end of the Performance Period (or if
earlier, the date the Participant terminates employment) of the related
Performance Units; or (iv) the lapse date established by the Committee on the
Date of Grant of the Dividend Equivalent.  18 
   ARTICLE
14.    ACCELERATED AWARD PAYOUT/EXERCISE  Section 14.1Change in Control.    Notwithstanding
anything in this Plan document to the contrary, a Participant is entitled to an
accelerated payout or accelerated Option or Exercise Period (as set forth in
Section 14.2) with respect to any previously granted Award, upon the
happening of a Change in Control.  Section 14.2Amount of Award Subject to
Accelerated Payout/Option Period/Exercise Period.    The
amount of a Participants previously granted Award that will be paid or
exercisable upon the happening of a Change in Control will be determined as
follows:  A.Stock
Unit Awards.    The Participant will be entitled
to an accelerated Award payout, and the amount of the payout will be the
balance of the number of Shares in his or her Stock Unit account.  B.Restricted
Stock Awards.    The Participant will be
entitled to an accelerated Award payout, and the amount of the payout will be
based on the number of Shares of Restricted Stock that were issued on the Date
of Grant plus any stock resulting from reinvested dividends.  C.Stock
Option Awards and Stock Appreciation Rights.    Any
previously granted Stock Option Awards or Stock Appreciation Rights will vest
upon the occurrence of a Change in Control. In addition, the Plan Administrator
may provide, either at the time an Award is made or at a later date, that any
Stock Option Award or Stock Appreciation Right for which the exercise price is
greater than the Fair Market Value of a Share may be canceled if, in the
determination of the Plan Administrator, cancellation would reduce or eliminate
any excise tax that otherwise would be imposed on the holder of such Stock
Option Award or Stock Appreciation Right under Code Section 4999.  D.Performance-Based
Restricted Stock/Performance Units.    The
Participant will be entitled to an accelerated Award payout, and the amount of
the payout will be based on the number of shares of Performance-Based
Restricted Stock/Performance Units subject to the Award as established on the
Date of Grant, prorated based on the number of months of the Performance Period
that have elapsed as of the payout date, and assuming that targeted performance
was achieved.  Section 14.3Timing of Accelerated
Payout/Option Period/Exercise Period.    Accelerated
payouts provided for in Section 14.2 will be made within 30 days after the date
of the Change in Control. When Common Stock is related to a cash payout, the
amount of cash will be determined based on the Fair Market Value of Common
Stock on the payout date.  Section
14.4    Notwithstanding the foregoing sections of this
Article, the Plan Administrator may provide for a different result on a Change
of Control at the time an Award is made.  ARTICLE
15.    TAX WITHHOLDING  Section 15.1Tax Withholding.    The
Company and its Affiliates shall have the authority to withhold, or require the
Participant to remit to the Company or its Affiliates, prior to issuance or
delivery of any Shares or cash hereunder, an amount sufficient to satisfy any
applicable federal, state or local tax withholding requirements associated with
any Award. Subject to compliance with any requirements of applicable law, the
Committee may, in its sole discretion, permit or require a Participant to have
any portion of any withholding or other taxes payable in respect to a
distribution of Common Stock satisfied through (i) the payment of cash by the
Participant to the Company or an Affiliate, (ii) the withholding of amounts due
the Participant from other compensation, (iii) the retention by the Company or
an Affiliate of Shares, or delivery of previously owned Shares, having a Fair
Market Value on the date the tax withholding is required to be made equal to
the withholding amount, (iv) the canceling of any number of Shares issuable in
an amount sufficient to reimburse the Company or Affiliate for the amount it  19 
   is required to withhold, or (v) any other method
approved by the Committee. Any such Share withholding with respect to a
Participant subject to Section 16(a) of the Exchange Act shall be subject to
such limitations as the Committee may impose to comply with the requirements of
Section 16 of the Exchange Act.  ARTICLE
16.    AMENDMENT, MODIFICATIONS, AND TERMINATION  Section 16.1Amendment of Plan.    Subject
to the terms of the Plan, the Committee may at any time and from time to time
alter, amend, suspend or terminate the Plan in whole or in part, as it may deem
advisable, except (i) no such action that would require the consent of the
Board and/or the stockholders of the Company pursuant to Section 162(m) of the
Code or the securities laws, any other applicable law, rule, or regulation, the
listing requirement of any national securities exchange or national market
system on which are listed any of the Companys equity securities shall be
effective without such consent; and (ii) no such action may be taken without
the written consent of the Participant to whom any Award was previously
granted, which materially adversely affects the rights of such Participant
concerning such Award, except as such termination or amendment of the Plan is
required by statute, or rules and regulations promulgated thereunder. Upon
termination, the administration will continue in effect until all matters
relating to the payment of outstanding Awards and the administration of the
Plan have been settled.  ARTICLE
17.    NO IMPLIED RIGHTS  Section
17.1    Participating in this Plan shall not constitute a
contract of employment between the Company or any Affiliate and any person and
shall not be deemed to be consideration for, or a condition of, continued
employment of any person or affect any right of the Company or any Affiliate to
terminate any employees employment.  Section 17.2    Nothing
contained in the Plan shall be deemed to confer upon any Director any right to
remain a member of the Board or of the board of directors or analogous
governing body of an Affiliate or in any way limit the right of a companys
stockholders to terminate or fail to re-nominate or reelect any Director as a
member of a Board.  Section
17.3    Nothing contained in this Plan shall be deemed to
confer upon any employee or other person any claim or right to be granted an
Award under the Plan.  ARTICLE
18.    NONALIENBILITY  Section 18.1Nontransferability.    No
benefit provided under this Plan shall be subject to alienation, sale,
transfer, assignment, pledge, encumbrance, attachment, execution, levy or
garnishment or other legal process by creditors of the Participant, the
Participants beneficiary or by a Participant (or by any person entitled to
such benefit pursuant to the terms of this Plan) except (i) to the extent
specifically mandated and directed by applicable state or federal statute; (ii)
as requested by the Participant (or by any person entitled to such benefit
pursuant to the terms of this Plan), and approved by the Committee, to satisfy
income tax withholding; (iii) as requested by the Participant and approved by
the Committee to members of the Participants family, or a trust established by
the Participant for the benefit of family members; (iv) by will, (v) by the
laws of descent and distribution, (vi) pursuant to a beneficiary designation in
accordance with Article 19 (Beneficiary Designation), or (vii) to the extent
transfer of benefit is authorized and made in accordance with another specific
Section of the Plan.  ARTICLE
19.    BENEFICIARY DESIGNATION  Section
19.1    If a benefit is payable upon the death of a
Participant, the Participant may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom such
benefit  20 
   under the Plan is to be paid in the event of such
Participants death before he or she receives any or all of such benefit. Each
such designation shall revoke all prior designations by such Participant, shall
be in a form prescribed by the Company, and will be effective only when filed
by the Participant in writing with the Secretary of the Company during the
Participants lifetime. In the absence of any such designation, or if such
designated beneficiary or beneficiaries do not survive the Participant, to the
extent benefits are payable and remain unpaid at the Participants death they
shall be paid to his or her estate.  ARTICLE
20.    SUCCESSORS  Section
20.1    All rights and obligations of the Company under the
Plan shall be binding on any successor to the Company, whether the existence of
such successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the business and/or
assets of the Company or other corporate reorganization in which the Company
will not be the surviving corporation or in which the holders of the Common
Stock will receive securities of another corporation. The Company and such
successor shall be jointly and severally liable for all of the Companys
obligations under the Plan.  ARTICLE
21.    UNFUNDED STATUS  Section
21.1    Unless otherwise determined by the Committee, the
Plan shall be unfunded and shall not create (or be construed to create) a trust
or a separate fund or funds. The Plan shall not establish any fiduciary
relationship between the Company and any employee, awardee or other person. To
the extent any person holds any rights by virtue of an Award granted under the
Plan, such rights shall constitute general, unsecured liabilities of the
Company and shall not confer upon such person any right, title or interest in
any assets of the Company.  ARTICLE
22.    ACCOUNT STATEMENT  Section
22.1    The Company will maintain Accounts, and credit
thereto bookkeeping entries evidencing unfunded and unsecured general
obligations of the Company. Annually, the Company will send to each Participant
a statement of his or her account(s). This statement will include the
account(s) balance and all activity since the last statement.  ARTICLE
23.    GENERAL  Section 23.1No Stockholder Rights
Conferred.    Nothing contained in the Plan will
confer upon a Participant or beneficiary any rights of a stockholder of the
Company, unless and until Shares are in fact issued or transferred to such
Participant or beneficiary.  Section 23.2Employment Agreements.    To
the extent that an employment agreement with an Officer or Employee is
inconsistent with the Plan, the employment agreement shall govern.  Section 23.3Gender and Number.    Except
where otherwise indicated by the context, any masculine term used herein also
shall include the feminine; the plural shall include the singular and the
singular shall include the plural.  Section 23.4Articles and Sections.    Except
where otherwise indicated by the context, any reference to an Article or
Section shall be to an Article or Section of this Plan.  Section 23.5Title and Headings.    The
titles and headings of the sections in the Plan are for convenience of
reference only, and in the event of any conflict, the text of the Plan, rather
than such titles or headings, shall control.  21 
   Section 23.6Severability.    If
any part of the Plan is declared to be unlawful or invalid, such unlawfulness
or invalidity shall not invalidate any other part of the Plan. Any part of the
Plan so declared to be unlawful or invalid shall, if possible, be construed in
a manner that will give effect to the terms of such part to the fullest extent
possible while remaining lawful and valid.  Section 23.7Government and Other
Regulations.    The obligation of the Company to
make payment of Awards in Shares or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any
government agencies as may be required. The Company shall be under no
obligation to register under the Securities Act of 1933, as amended (Act),
any of the Shares issued, delivered or paid in settlement under the Plan. If
Shares awarded under the Plan may in certain circumstances be exempt from
registration under the Act, the Company may restrict its transfer in such
manner as it deems advisable to ensure such exempt status. If the Company
determines that the exercise or nonforfeitability of, or delivery of benefits
pursuant to, any Award or Deferral Election would violate any applicable
provision of (i) federal or state securities laws or (ii) the listing
requirements of any national securities exchange or national market system on
which are then listed any of the Companys equity securities, then the Company
may postpone any such exercise, nonforfeitability or delivery, as applicable,
but the Company shall use all reasonable efforts to cause such exercise,
nonforfeitability or delivery to comply with all such provisions at the
earliest practicable date. If the Company deems necessary to comply with any
applicable securities law, the Company may require a written investment intent
representation by a Participant or beneficiary and may require that a
restrictive legend be affixed to certificates for Shares delivered pursuant to
the Plan.  Section 23.8Governing Law and
Interpretation.    The provisions of the Plan
shall take precedence over any conflicting provision contained in an Award. All
matters relating to the Plan or to Awards granted hereunder shall be governed
by and construed in accordance with the laws of the State of New York without
regard to the principles of conflict of laws.  Section 23.9Expenses.    The
costs and expenses of administering the Plan shall be borne by the Company and
its Affiliates and shall not be charged against any Award or to any Participant
or beneficiary receiving an Award.  Section 23.10Relationship to Other
Benefits.    Any Awards under this Plan are not
considered compensation for purposes of determining benefits under any pension,
profit sharing, or other retirement or welfare plan, or for any other general
employee benefit program unless specifically provided by any such plan or
program.  Section 23.11Ratification of Actions.    By
accepting any Award or other benefit under the Plan, each employee and each
person claiming under or through such person shall be conclusively deemed to
have indicated such persons acceptance and ratification of, and consent to,
any action taken under the Plan by the Company, the Board or the Committee.  Section 23.12Fractional Shares.    Any
fractional Shares concerning Awards shall be eliminated at the time of payment
or payout by rounding down for fractions of less than one-half and rounding up
for fractions of equal to or more than one-half.  Section 23.13Reliance on Reports.    Each
member of the Committee (and each person or Committee to whom the Committee or
any member thereof has delegated any of its authority or power under this Plan)
shall be fully justified in relying or acting in good faith upon any report
made by the independent public accountants of the Company and its Affiliates
and upon any other information furnished in connection with the Plan. In no
event shall any person who is or shall have been a member of the Committee be
liable for any determination made or other action taken or any omission to act
in reliance upon any such report or information or for any action taken,
including the furnishing of information, or failure to act, if in good faith.  22