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                                                                    EXHIBIT 10.2

                                JOY GLOBAL INC.
                           2001 STOCK INCENTIVE PLAN

SECTION 1.  Purpose; Definitions

     The purpose of the Plan is to give the Company a competitive advantage in
attracting, retaining and motivating officers, employees, and/or directors and
to provide the Company and its Subsidiaries and Affiliates with a stock plan
providing incentives directly linked to the profitability of the Company's
businesses and increases in Company shareholder value.

     For purposes of the Plan, the following terms are defined as set forth
below:

a.   "Affiliate" means a corporation or other entity controlled by, controlling
or under common control with the Company.

b.   "Award" means a Stock Option, Stock Appreciation Right, Performance Unit,
or other stock-based award.

c.   "Award Cycle" shall mean a period of consecutive fiscal years or portions
thereof designated by the Committee over which Performance Units are to be
earned.

d.   "Board" means the Board of Directors of the Company.

e.   "Cause" means, unless otherwise provided by the Committee, (1) "Cause" as
defined in any Individual Agreement to which the participant is a party, or (2)
if there is no such Individual Agreement or if it does not define Cause: (A)
conviction of the participant for committing a felony under federal law or the
law of the state in which such action occurred, (B) dishonesty in the course of
fulfilling the participant's employment duties, (C) willful and deliberate
failure on the part of the participant to perform his or her employment duties
in any material respect, or (D) prior to a Change in Control, such other events
as shall be determined by the Committee.  The Committee shall, unless otherwise
provided in an Individual Agreement with the participant, have the sole
discretion to determine whether "Cause" exists, and its determination shall be
final.

f.   "Change in Control" and "Change in Control Price" have the meanings set
forth in Sections 10(b) and (c), respectively.

g.   "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any successor thereto.

h.   "Commission" means the Securities and Exchange Commission or any successor
agency.

i.  "Committee" means the Committee referred to in Section 2.

j.  "Common Stock" means common stock, par value $1.00 per share, of the
Company.

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k.  "Company" means Joy Global Inc., a Delaware corporation.

l.  "Covered Employee" means a participant designated prior to the grant of
Performance Units by the Committee who is or may be a "covered employee" within
the meaning of Section 162(m)(3) of the Code in the year in which Performance
Units are expected to be taxable to such participant.

m.  "Disability" means, unless otherwise provided by the Committee, (1)
"Disability" as defined in any Individual Agreement to which the participant is
a party, or (2) if there is no such Individual Agreement or it does not define
"Disability," permanent and total disability as determined under the Company's
Long-Term Disability Plan applicable to the participant.

n.  "Early Retirement" means retirement from active employment with the Company,
a Subsidiary or Affiliate pursuant to the early retirement provisions of the
applicable pension plan of such employer.

o.  "Eligible Individuals"  mean directors, officers, and employees of the
Company or any of its Subsidiaries or Affiliates, and prospective employees who
have accepted offers of employment from the Company or its Subsidiaries or
Affiliates, who are or will be responsible for or contribute to the management,
growth or profitability of the business of the Company, or its Subsidiaries or
Affiliates.

p.  "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, and any successor thereto.

q.  "Fair Market Value" means, except as otherwise provided by the Committee, as
of any given date, the average of the highest and lowest per-share sales prices
for the shares during normal business hours on any national exchange listing the
Company's Common Stock for the immediately preceding date, or if the shares were
not traded on such national exchange on such date, then on the next preceding
date on which such shares of Common Stock were traded, all as reported by such
source as the Committee may select.

r.  "Incentive Stock Option" means any Stock Option designated as, and qualified
as, an "incentive stock option" within the meaning of Section 422 of the Code.

s.  "Individual Agreement" means an employment or similar agreement between a
participant and the Company or one of its Subsidiaries or Affiliates.

t.  "NonQualified Stock Option" means any Stock Option that is not an Incentive
Stock Option.

u.  "Normal Retirement" means retirement from active employment with the
Company, a Subsidiary or Affiliate at or after age 65.

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v.  "Qualified Performance-Based Award" means an Award of Performance Units
designated as such by the Committee at the time of grant, based upon a
determination that (i) the recipient is or may be a "covered employee" within
the meaning of Section 162(m)(3) of the Code in the year in which the Company
would expect to be able to claim a tax deduction with respect to such
Performance Units and (ii) the Committee wishes such Award to qualify for the
Section 162(m) Exemption.

w.  "Performance Goals" means the performance goals established by the Committee
in connection with the grant of Performance Units.  In the case of Qualified
Performance-Based Awards, (i) such goals shall be based on the attainment of
specified levels of one or more of the following measures:  earnings per share,
sales, net profit after tax, gross profit, operating profit, cash generation,
unit volume, return on equity, change in working capital, return on capital,
shareholder return, economic value added, or earnings before interest, taxes,
depreciation and amortization, and (ii) such Performance Goals shall be set by
the Committee within the time period prescribed by Section 162(m) of the Code
and related regulations.

x.  "Performance Units" means an Award granted under Section 7.

y.  "Plan" means the Joy Global Inc. 2001 Stock Incentive Plan, as set forth
herein and as hereinafter amended from time to time.

z.  "Retirement" means Normal or Early Retirement.

aa. "Rule 16b-3" means Rule 16b-3, as promulgated by the Commission under
Section 16(b) of the Exchange Act, as amended from time to time.

bb. "Section 162(m) Exemption" means the exemption from the limitation on
deductibility imposed by Section 162(m) of the Code that is set forth in Section
162(m)(4)(C) of the Code.

cc. "Stock Appreciation Right" means an Award granted under Section 6.

dd. "Stock Option" means an Award granted under Section 5.

ee. "Subsidiary" means any corporation, partnership, joint venture or other
entity during any period in which at least a 50% voting or profits interest is
owned, directly or indirectly, by the Company or any successor to the Company.

ff. "Termination of Employment" means the termination of the participant's
employment with, or performance of services for, the Company and any of its
Subsidiaries or Affiliates.  A participant employed by, or performing services
for, a Subsidiary or an Affiliate shall also be deemed to incur a Termination of
Employment if the Subsidiary or Affiliate ceases to be such a Subsidiary or an
Affiliate, as the case may be, and the participant does not immediately
thereafter become an employee of, or service-provider for, the Company or
another Subsidiary or Affiliate.  Temporary absences from employment because of
illness, vacation or leave of absence

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and transfers among the Company and its Subsidiaries and Affiliates shall not be
considered Terminations of Employment.

     In addition, certain other terms used herein have definitions given to them
in the first place in which they are used.

SECTION 2.  Administration

     The Plan shall be administered by the Human Resource Committee or such
other committee of the Board as the Board may from time to time designate (the
"Committee"), which shall be composed of not less than three directors, and
shall be appointed by and serve at the pleasure of the Board.

     The Committee shall have plenary authority to grant Awards pursuant to the
terms of the Plan to Eligible Individuals.

     Among other things, the Committee shall have the authority, subject to the
terms of the Plan:

(a)  To select the Eligible Individuals to whom Awards may from time to time be
granted;

(b)  To determine whether and to what extent Incentive Stock Options,
NonQualified Stock Options, Stock Appreciation Rights, and Performance Units or
any combination thereof are to be granted hereunder;

(c)  To determine the number of shares of Common Stock to be covered by each
Award granted hereunder;

(d)  To determine the terms and conditions of any Award granted hereunder
(including, but not limited to, the option price (subject to Section 5(a)), any
vesting condition, restriction or limitation (which may be related to the
performance of the participant, the Company or any Subsidiary or Affiliate) and
any vesting acceleration regarding any Award and the shares of Common Stock
relating thereto, based on such factors as the Committee shall determine;

(e)  To modify, amend or adjust the terms and conditions of any Award, at any
time or from time to time, including but not limited to Performance Goals;
provided, however, that the Committee may not adjust upwards the amount payable
with respect to a Qualified Performance-Based Award or waive or alter the
Performance Goals associated therewith;

(f)  To determine to what extent and under what circumstances Common Stock and
other amounts payable with respect to an Award shall be deferred; and

(g)  To determine under what circumstances an Award may be settled in cash or
Common Stock under Sections 5(j) and 6(b)(ii).

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     The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan.

     The Committee may act only by a majority of its members then in office.
Except to the extent prohibited by applicable law or the applicable rules of a
stock exchange, the Committee may delegate administrative responsibilities with
respect to the Plan.  Any determination made by the Committee with respect to
any Award shall be made in the sole discretion of the Committee at the time of
the grant of the Award or, unless in contravention of any express term of the
Plan, at any time thereafter.  All decisions made by the Committee pursuant to
the provisions of the Plan shall be final and binding on all persons, including
the Company and Plan participants.

     Any authority granted to the Committee may also be exercised by the full
Board, except to the extent that the grant or exercise of such authority would
cause any Award or transaction to become subject to (or lose an exemption under)
the short-swing profit recovery provisions of Section 16 of the Exchange Act or
cause an Award designated as a Qualified Performance-Based Award not to qualify
for, or to cease to qualify for, the Section 162(m) Exemption. To the extent
that any permitted action taken by the Board conflicts with action taken by the
Committee, the Board action shall control.

SECTION 3.  Common Stock Subject to Plan

     The maximum number of shares of Common Stock that may be delivered to
participants and their beneficiaries under the Plan shall be 5,556,000.  No
participant may be granted Stock Options and Stock Appreciation Rights covering
in excess of [___] shares of Common Stock in any fiscal year of the Company.
Shares subject to an Award under the Plan may be authorized and unissued shares
or may be treasury shares.

     If any Award is forfeited, or if any Stock Option (and related Stock
Appreciation Right, if any) terminates, expires or lapses without being
exercised, or if any Stock Appreciation Right is exercised for cash, shares of
Common Stock subject to such Awards shall again be available for distribution in
connection with Awards under the Plan.  If the option price of any Stock Option
granted under the Plan is satisfied by delivering shares of Common Stock to the
Company (by either actual delivery or by attestation), only the number of shares
of Common Stock issued net of the shares of Common Stock delivered or attested
to shall be deemed delivered for purposes of determining the maximum numbers of
shares of Common Stock available for delivery under the Plan.  To the extent any
shares of Common Stock subject to an Award are not delivered to a participant
because such shares are used to satisfy an applicable tax-withholding
obligation, such shares shall not be deemed to have been delivered for purposes
of determining the maximum number of shares of Common Stock available for
delivery under the Plan.  The maximum number of shares of Common Stock that may
be issued pursuant to Stock Options intended to be Incentive Stock Options shall
be 20% of the shares issued under the Plan.

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     In the event of any change in corporate capitalization (including, but not
limited to, a change in the number of shares of Common Stock outstanding), such
as a stock split or a corporate transaction, such as any merger, consolidation,
separation, including a spin-off, or other distribution of stock or property of
the Company, any reorganization (whether or not such reorganization comes within
the definition of such term in Section 368 of the Code) or any partial or
complete liquidation of the Company, the Committee or Board may make such
substitution or adjustments in the aggregate number and kind of shares reserved
for issuance under the Plan, and the maximum limitation upon Stock Options and
Stock Appreciation Rights to be granted to any participant, in the number, kind
and option price of shares subject to outstanding Stock Options and Stock
Appreciation Rights, in the number and kind of shares subject to other
outstanding Awards granted under the Plan and/or such other equitable
substitution or adjustments as it may determine to be appropriate in its sole
discretion; provided, however, that the number of shares subject to any Award
shall always be a whole number.  Such adjusted option price shall also be used
to determine the amount payable by the Company upon the exercise of any Stock
Appreciation Right associated with any Stock Option.

SECTION 4.  Eligibility

     Awards may be granted under the Plan to Eligible Individuals.

SECTION 5.  Stock Options

     Stock Options may be granted alone or in addition to other Awards granted
under the Plan and may be of two types:  Incentive Stock Options and
NonQualified Stock Options.  Any Stock Option granted under the Plan shall be in
such form as the Committee may from time to time approve.

     The Committee shall have the authority to grant any optionee Incentive
Stock Options, NonQualified Stock Options or both types of Stock Options (in
each case with or without Stock Appreciation Rights); provided, however, that
grants hereunder are subject to the aggregate limit on grants to individual
participants set forth in Section 3.  Incentive Stock Options may be granted
only to employees of the Company and its subsidiaries or parent corporation
(within the meaning of Section 424(f) of the Code).  To the extent that any
Stock Option is not designated as an Incentive Stock Option or even if so
designated does not qualify as an Incentive Stock Option on or subsequent to its
grant date, it shall constitute a NonQualified Stock Option.

     Stock Options shall be evidenced by option agreements, the terms and
provisions of which may differ.  An option agreement shall indicate on its face
whether it is intended to be an agreement for an Incentive Stock Option or a
NonQualified Stock Option.  The grant of a Stock Option shall occur on the date
the Committee by resolution selects an Eligible Individual to receive a grant of
a Stock Option, determines the number of shares of Common Stock to be subject to
such Stock Option to be granted to such Eligible Individual and specifies the
terms and provisions of the Stock Option.  The Company shall notify an Eligible
Individual of any grant of a Stock Option, and a written option agreement or
agreements shall be duly executed and

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delivered by the Company to the participant. Such agreement or agreements shall
become effective upon execution by the Company and the participant.

     Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions as
the Committee shall deem desirable:

(a)  Option Price.  The option price per share of Common Stock purchasable under
a Stock Option shall be determined by the Committee and set forth in the option
agreement, and with respect to Incentive Stock Options, shall not be less than
the Fair Market Value of the Common Stock subject to the Stock Option on the
date of grant, other than with respect to Stock Option granted in lieu of
foregone compensation.

(b)  Option Term.  The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than 10 years
after the date the Stock Option is granted.

(c)  Exercisability.  Except as otherwise provided herein, Stock Options shall
be exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee. If the Committee provides that any Stock
Option is exercisable only in installments, the Committee may at any time waive
such installment exercise provisions, in whole or in part, based on such factors
as the Committee may determine. In addition, the Committee may at any time
accelerate the exercisability of any Stock Option.

(d)  Method of Exercise.  Subject to the provisions of this Section 5, Stock
Options may be exercised, in whole or in part, at any time during the option
term by giving written notice of exercise to the Company specifying the number
of shares of Common Stock subject to the Stock Option to be purchased.

     Such notice shall be accompanied by payment in full of the purchase price
by certified or bank check or such other instrument as the Company may accept.
If approved by the Committee, payment, in full or in part, may also be made in
the form of unrestricted Common Stock (by delivery of such shares or by
attestation) already owned by the optionee of the same class as the Common Stock
subject to the Stock Option (based on the Fair Market Value of the Common Stock
on the date the Stock Option is exercised); provided, however, that, in the case
of an Incentive Stock Option, the right to make a payment in the form of already
owned shares of Common Stock of the same class as the Common Stock subject to
the Stock Option may be authorized only at the time the Stock Option is granted
and provided, further, that such already owned shares have been held by the
optionee for at least six months at the time of exercise or had been purchased
on the open market.

     If approved by the Committee, payment in full or in part may also be made
by delivering a properly executed exercise notice to the Company, together with
a copy of irrevocable instructions to a broker to deliver promptly to the
Company the amount of sale or loan proceeds necessary to pay the purchase price,
and, if requested, by the amount of any federal, state, local

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or foreign withholding taxes. To facilitate the foregoing, the Company may enter
into agreements for coordinated procedures with one or more brokerage firms.

     In addition, if approved by the Committee, payment in full or in part may
also be made by instructing the Committee to withhold a number of such shares
having a Fair Market Value on the date of exercise equal to the aggregate
exercise price of such Stock Option.  The Committee may also provide for Company
loans to be made for purposes of the exercise of Stock Options.

     No shares of Common Stock shall be issued until full payment therefor has
been made.  Except as otherwise provided in Section 5(l) below, an optionee
shall have all of the rights of a shareholder of the Company holding the class
or series of Common Stock that is subject to such Stock Option (including, if
applicable, the right to vote the shares and the right to receive dividends),
when the optionee has given written notice of exercise, has paid in full for
such shares and, if requested, has given the representation described in Section
13(a).

     If determined by the Committee at or, with respect to a NonQualified Stock
Option, subsequent to the date of grant of a Stock Option, in the event an
optionee who has not incurred a Termination of Employment pays the option price
of such Stock Option (in whole or in part) by delivering (or attesting to
ownership of) shares of Common Stock previously owned by the optionee, such
optionee shall automatically be granted a reload Stock Option (a "Reload
Option") for the number of shares of Common Stock used to pay the option price.
Unless otherwise determined by the Committee, the Reload Option shall be subject
to the same terms and conditions as the Option, except that the Reload Option
shall be a NonQualified Stock Option, have an option price equal to the Fair
Market Value of the Common Stock on the date the Reload Option is granted,
expire the same date as the expiration date of the Option so exercised, and
shall vest and become exercisable 6 months following the date of grant of such
Reload Option.  Reload Options shall not be treated as grants for purposes of
the limitations set forth in the second sentence of Section 3 of the Plan.

(e)  Nontransferability of Stock Options.  No Stock Option shall be transferable
by the optionee other than (i) by will or by the laws of descent and
distribution; or (ii) in the case of a NonQualified Stock Option, as otherwise
expressly permitted by the Committee including, if so permitted, pursuant to a
transfer to such optionee's children immediate family, whether directly or
indirectly or by means of a trust or partnership or otherwise. For purposes of
this Plan, unless otherwise determined by the Committee, "immediate family"
shall have the meaning given to such term in General Instructions A.1(a)(5) to
Form S-8 under the Securities Act of 1933 as amended, and any successor thereto.
All Stock Options shall be exercisable, subject to the terms of this Plan, only
by the optionee, the guardian or legal representative of the optionee, or any
person to whom such option is transferred pursuant to this paragraph, it being
understood that the term "holder" and "optionee" include such guardian, legal
representative and other transferee.

(f)  Termination by Death.  Unless otherwise determined by the Committee, if an
optionee incurs a Termination of Employment by reason of death, any Stock Option
held by such optionee may thereafter be exercised, to the extent then
exercisable, or on such accelerated basis as the Committee may determine, for a
period of one year (or such other period as the Committee may

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specify in the option agreement) from the date of such death or until the
expiration of the stated term of such Stock Option, whichever period is the
shorter.

(g)  Termination by Reason of Disability.  Unless otherwise determined by the
Committee, if an optionee incurs a Termination of Employment by reason of
Disability, any Stock Option held by such optionee may thereafter be exercised
by the optionee, to the extent it was exercisable at the time of termination, or
on such accelerated basis as the Committee may determine, for a period of two
years (or such other period as the Committee may specify in the option
agreement) from the date of such Termination of Employment or until the
expiration of the stated term of such Stock Option, whichever period is the
shorter; provided, however, that if the optionee dies within such period, any
unexercised Stock Option held by such optionee shall, notwithstanding the
expiration of such period, continue to be exercisable to the extent to which it
was exercisable at the time of death for a period of 12 months from the date of
such death or until the expiration of the stated term of such Stock Option,
whichever period is the shorter. In the event of Termination of Employment by
reason of Disability, if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of Section 422 of the
Code, such Stock Option will thereafter be treated as a NonQualified Stock
Option.

(h)  Termination by Reason of Retirement.  Unless otherwise determined by the
Committee, if an optionee incurs a Termination of Employment by reason of
Retirement, any Stock Option held by such optionee may thereafter be exercised
by the optionee, to the extent it was exercisable at the time of such
Retirement, or on such accelerated basis as the Committee may determine, for a
period of two years (or such other period as the Committee may specify in the
option agreement) from the date of such Termination of Employment or until the
expiration of the stated term of such Stock Option, whichever period is the
shorter; provided, however, that if the optionee dies within such period any
unexercised Stock Option held by such optionee shall, notwithstanding the
expiration of such period, continue to be exercisable to the extent to which it
was exercisable at the time of death for a period of 12 months from the date of
such death or until the expiration of the stated term of such Stock Option,
whichever period is the shorter. In the event of Termination of Employment by
reason of Retirement, if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of Section 422 of the
Code, such Stock Option will thereafter be treated as a NonQualified Stock
Option.

(i)  Other Termination.  Unless otherwise determined by the Committee:  (A) if
an optionee incurs a Termination of Employment for Cause, all Stock Options held
by such optionee shall thereupon terminate; and (B) if an optionee incurs a
Termination of Employment for any reason other than death, Disability,
Retirement or for Cause, any Stock Option held by such optionee, to extent it
was then exercisable at the time of termination, or on such accelerated basis as
the Committee may determine, may be exercised for the lesser of three months
from the date of such Termination of Employment or the balance of such Stock
Option's term; provided, however, that if the optionee dies within such three-
month period, any unexercised Stock Option held by such optionee shall,
notwithstanding the expiration of such three-month period, continue to be
exercisable to the extent to which it was exercisable at the time of death for a
period of 12 months from the date of such death or until the expiration of the
stated term of such Stock

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Option, whichever period is the shorter. Notwithstanding any other provision of
this Plan to the contrary, in the event an optionee incurs a Termination of
Employment other than for Cause during the 24-month period following a Change in
Control, any Stock Option held by such optionee may thereafter be exercised by
the optionee, to the extent it was exercisable at the time of termination, or on
such accelerated basis as the Committee may determine, for (x) the longer of (i)
one year from such date of termination or (ii) such other period as may be
provided in the Plan for such Termination of Employment or as the Committee may
provide in the option agreement, or (y) until expiration of the stated term of
such Stock Option, whichever period is the shorter. If an Incentive Stock Option
is exercised after the expiration of the post-termination exercise periods that
apply for purposes of Section 422 of the Code, such Stock Option will thereafter
be treated as a NonQualified Stock Option.

(j)  Cashing Out of Stock Option. On receipt of written notice of exercise, the
Committee may elect to cash out all or part of the portion of the shares of
Common Stock for which a Stock Option is being exercised by paying the optionee
an amount, in cash or Common Stock, equal to the excess of the Fair Market Value
of the Common Stock over the option price times the number of shares of Common
Stock for which the Option is being exercised on the effective date of such cash
-out.

(k)  Change in Control Cash-Out.  Notwithstanding any other provision of the
Plan, during the 60-day period from and after a Change in Control (the "Exercise
Period"), if the Committee shall determine at the time of grant or thereafter,
an optionee shall have the right, whether or not the Stock Option is fully
exercisable and in lieu of the payment of the option price for the shares of
Common Stock being purchased under the Stock Option and by giving notice to the
Company, to elect (within the Exercise Period) to surrender all or part of the
Stock Option to the Company and to receive cash, within 30 days of such
election, in an amount equal to the amount by which the Change in Control Price
per share of Common Stock on the date of such election shall exceed the exercise
price per share of Common Stock under the Stock Option (the "Spread") multiplied
by the number of shares of Common Stock granted under the Stock Option as to
which the right granted under this Section 5(k) shall have been exercised.
Notwithstanding the foregoing, if any right granted pursuant to this Section
5(k) would make a Change in Control transaction ineligible for pooling-of-
interests accounting under APB No. 16 that but for the nature of such grant
would otherwise be eligible for such accounting treatment, the Committee shall
have the ability to substitute for the cash payable pursuant to such right
Common Stock with a Fair Market Value (as of the date of delivery of such stock)
equal to the cash that would otherwise be payable hereunder or, if necessary to
preserve such accounting treatment, otherwise modify or eliminate such right.

(l)  Deferral of Option Shares. The Committee may from time to time establish
procedures pursuant to which an optionee may elect to defer, until a time or
times later than the exercise of an Option, receipt of all or a portion of the
shares of Common Stock subject to such Option and/or to receive cash at such
later time or times in lieu of such deferred shares, all on such terms and
conditions as the Committee shall determine. If any such deferrals are
permitted, then notwithstanding Section 5(d) above, an optionee who elects such
deferral shall not have any

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rights as a stockholder with respect to such deferred shares unless and until
shares are actually delivered to the optionee with respect thereto, except to
the extent otherwise determined by the Committee.

SECTION 6.  Stock Appreciation Rights

(a)  Grant and Exercise. Stock Appreciation Rights may be granted in conjunction
with all or part of any Stock Option granted under the Plan. In the case of a
NonQualified Stock Option, such rights may be granted either at or after the
time of grant of such Stock Option. In the case of an Incentive Stock Option,
such rights may be granted only at the time of grant of such Stock Option. A
Stock Appreciation Right shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option.

     A Stock Appreciation Right may be exercised by an optionee in accordance
with Section 6(b) by surrendering the applicable portion of the related Stock
Option in accordance with procedures established by the Committee.  Upon such
exercise and surrender, the optionee shall be entitled to receive an amount
determined in the manner prescribed in Section 6(b).  Stock Options which have
been so surrendered shall no longer be exercisable to the extent the related
Stock Appreciation Rights have been exercised.

(b)  Terms and Conditions. Stock Appreciation Rights shall be subject to such
terms and conditions as shall be determined by the Committee, including the
following:

     (i)    Stock Appreciation Rights shall be exercisable only at such time or
times and to the extent that the Stock Options to which they relate are
exercisable in accordance with the provisions of Section 5 and this Section 6.

     (ii)   Upon the exercise of a Stock Appreciation Right, an optionee shall
be entitled to receive an amount in cash, shares of Common Stock or both, in
value equal to the excess of the Fair Market Value of one share of Common Stock
over the option price per share specified in the related Stock Option multiplied
by the number of shares in respect of which the Stock Appreciation Right shall
have been exercised, with the Committee having the right to determine the form
of payment.

     (iii)  Stock Appreciation Rights shall be transferable only to permitted
transferees of the underlying Stock Option in accordance with Section 5(e).

     (iv)   Upon the exercise of a Stock Appreciation Right, the Stock Option or
part thereof to which such Stock Appreciation Right is related shall be deemed
to have been exercised for the purpose of the limitation set forth in Section 3
on the number of shares of Common Stock to be issued under the Plan, but only to
the extent of the number of shares covered by the Stock Appreciation Right at
the time of exercise based on the value of the Stock Appreciation Right at such
time.

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SECTION 7.  Performance Units

(a)  Administration. Performance Units may be awarded either alone or in
addition to other Awards granted under the Plan. The Committee shall determine
the Eligible Individuals to whom and the time or times at which Performance
Units shall be awarded, the number of Performance Units to be awarded to any
Eligible Individual), the duration of the Award Cycle and any other terms and
conditions of the Award, in addition to those contained in Section 7(b).

(b)  Terms and Conditions.  Performance Units Awards shall be subject to the
following terms and conditions:

     (i)    The Committee may, prior to or at the time of the grant, designate
Performance Units as Qualified Performance-Based Awards, in which event it shall
condition the settlement thereof upon the attainment of Performance Goals. If
the Committee does not designate Performance Units as Qualified Performance-
Based Awards, it may also condition the settlement thereof upon the attainment
of Performance Goals. Regardless of whether Performance Units are Qualified
Performance-Based Awards, the Committee may also condition the settlement
thereof upon the continued service of the participant. The provisions of such
Awards (including without limitation any applicable Performance Goals) need not
be the same with respect to each recipient. Subject to the provisions of the
Plan and the Performance Units Agreement referred to in Section 7(b)(vi),
Performance Units may not be sold, assigned, transferred, pledged or otherwise
encumbered during the Award Cycle. No more than [__] shares of Common Stock may
be subject to Qualified Performance-Based Awards granted to any participant in
any fiscal year of the Company.

     (ii)   Except to the extent otherwise provided in the applicable
Performance Unit Agreement or Section 7(b)(iii) or 10(a)(iii), upon a
participant's Termination of Employment for any reason during the Award Cycle or
before any applicable Performance Goals are satisfied, all rights to receive
cash or stock in settlement of the Performance Units shall be forfeited by the
participant; provided, however, that the Committee shall have the discretion to
waive, in whole or in part, any or all remaining payment limitations (other
than, in the case of Performance Units that are Qualified Performance-Based
Awards, satisfaction of the applicable Performance Goals unless the
participant's employment is terminated by reason of death or Disability) with
respect to any or all of such participant's Performance Units.

     (iii)  A participant may elect to further defer receipt of cash or shares
in settlement of Performance Units for a specified period or until a specified
event, subject in each case to the Committee's approval and to such terms as are
determined by the Committee (the "Elective Deferral Period"). Subject to any
exceptions adopted by the Committee, such election must generally be made prior
to commencement of the Award Cycle for the Performance Units in question.

     (iv)   At the expiration of the Award Cycle, the Committee shall evaluate
the Company's performance in light of any Performance Goals for such Award, and
shall determine the number of Performance Units granted to the participant which
have been earned, and the Committee

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shall then cause to be delivered (A) a number of shares of Common Stock equal to
the number of Performance Units determined by the Committee to have been earned,
or (B) cash equal to the Fair Market Value of such number of shares of Common
Stock to the participant, as the Committee shall elect (subject to any deferral
pursuant to Section 7(b)(iii)).

     (v)  Each Award shall be confirmed by, and be subject to, the terms of a
Performance Unit Agreement.

SECTION 8.  Tax Offset Bonuses

     At the time an Award is made hereunder or at any time thereafter, the
Committee may grant to the participant receiving such Award the right to receive
a cash payment in an amount specified by the Committee, to be paid at such time
or times (if ever) as the Award results in compensation income to the
participant, for the purpose of assisting the participant to pay the resulting
taxes, all as determined by the Committee and on such other terms and conditions
as the Committee shall determine.

SECTION 9.  Other Stock-Based Awards

     Other Awards of Common Stock and other Awards that are valued in whole or
in part by reference to, or are otherwise based upon, Common Stock, including
(without limitation) dividend equivalents and convertible debentures, may be
granted either alone or in conjunction with other Awards granted under the Plan.

SECTION 10.  Change in Control Provisions

(a)  Impact of Event. Notwithstanding any other provision of the Plan to the
contrary, the Committee may provide in the terms of any grant that in the event
of a Change in Control:

     (i)   Any Stock Options and Stock Appreciation Rights outstanding as of the
date such Change in Control is determined to have occurred, and which are not
then exercisable and vested, shall become fully exercisable and vested to the
full extent of the original.

     (ii)  All Performance Units shall be considered to be earned and payable in
full, and any deferral or other restriction shall lapse and such Performance
Units shall be settled in cash as promptly as is practicable.

     (iii) The Committee may also make additional adjustments and/or settlements
of outstanding Awards as it deems appropriate and consistent with the Plan's
purposes.

(b)  Definition of Change in Control.  For purposes of the Plan, a "Change in
Control" shall mean the happening of any of the following events:

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<PAGE>

     (i)    An acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (1) the then outstanding shares of common
stock of the Company (the "Outstanding Company Common Stock") or (2) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities"); excluding, however, the following: (1) any
acquisition directly from the Company, other than an acquisition by virtue of
the exercise of a conversion privilege unless the security being so converted
was itself acquired directly from the Company, (2) any acquisition by the
Company, (3) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any entity controlled by the Company,
or (4) any acquisition pursuant to a transaction which complies with clauses
(1), (2) and (3) of subsection (iii) of this Section 10(b); or

     (ii)   A change in the composition of the Board such that the individuals
who, as of the effective date of the Plan, constitute the Board (such Board
shall be hereinafter referred to as the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided, however, for purposes
of this Section 10(b), that any individual who becomes a member of the Board
subsequent to the effective date of the Plan, whose election, or nomination for
election by the Company's shareholders, was approved by a vote of at least a
majority of those individuals who are members of the Board and who were also
members of the Incumbent Board (or deemed to be such pursuant to this proviso)
shall be considered as though such individual were a member of the Incumbent
Board; but, provided further, that any such individual whose initial assumption
of office occurs as a result of either an actual or threatened election contest
(as such terms are used in Rule 14a-11 of Regulation 14A 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 shall not be so considered as a
member of the Incumbent Board; or

     (iii)  Consummation of a reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the assets of the Company
("Corporate Transaction"); excluding, however, such a Corporate Transaction
pursuant to which (1) all or substantially all of the individuals and entities
who are the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Corporate Transaction will beneficially own, directly or indirectly, more than
50% of, respectively, the outstanding shares of common stock, and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Corporate Transaction (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Corporate Transaction, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be, (2)
no Person (other than the Company, any employee benefit plan (or related trust)
of the Company or such corporation resulting from such Corporate Transaction)
will beneficially own, directly or indirectly, 20% or more of, respectively, the

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<PAGE>

outstanding shares of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of the outstanding voting
securities of such corporation entitled to vote generally in the election of
directors except to the extent that such ownership existed prior to the
Corporate Transaction, and (3) individuals who were members of the Incumbent
Board will constitute at least a majority of the members of the board of
directors of the corporation resulting from such Corporate Transaction; or

     (iv) The approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.

(c)  Change in Control Price. For purposes of the Plan, "Change in Control
Price" means the higher of (i)the highest reported sales price, regular way, of
a share of Common Stock in any transaction reported on the New York Stock
Exchange Composite Tape or other national exchange on which such shares are
listed or on NASDAQ during the 60-day period prior to and including the date of
a Change in Control or (ii) if the Change in Control is the result of a tender
or exchange offer or a Corporate Transaction, the highest price per share of
Common Stock paid in such tender or exchange offer or Corporate Transaction;
provided, however, that in the case of Incentive Stock Options and Stock
Appreciation Rights relating to Incentive Stock Options, the Change in Control
Price shall be in all cases the Fair Market Value of the Common Stock on the
date such Incentive Stock Option or Stock Appreciation Right is exercised. To
the extent that the consideration paid in any such transaction described above
consists all or in part of securities or other noncash consideration, the value
of such securities or other noncash consideration shall be determined in the
sole discretion of the Board.

SECTION 11.  Term, Amendment and Termination

     The Plan will terminate on the tenth anniversary of the effective date of
the Plan.  Under the Plan, Awards outstanding as of such date shall not be
affected or impaired by the termination of the Plan.

     The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would impair the rights of an
optionee under a Stock Option or a recipient of a Stock Appreciation Right,
Performance Unit Award or other stock-based Award theretofore granted without
the optionee's or recipient's consent, except such an amendment made to comply
with applicable law, stock exchange rules or accounting rules.  In addition, no
such amendment shall be made without the approval of the Company's stockholders
to the extent such approval is required by applicable law or stock exchange
rules.

     The Committee may amend the terms of any Stock Option or other Award
theretofore granted, prospectively or retroactively, but no such amendment shall
cause a Qualified Performance-Based Award to cease to qualify for the Section
162(m) Exemption or impair the rights of any holder without the holder's consent
except such an amendment made to cause the Plan or Award to comply with
applicable law, stock exchange rules or accounting rules.

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<PAGE>

     Subject to the above provisions, the Board shall have authority to amend
the Plan to take into account changes in law and tax and accounting rules as
well as other developments, and to grant Awards which qualify for beneficial
treatment under such rules without stockholder approval.

SECTION 12.  Unfunded Status of Plan

     It is presently intended that the Plan constitute an "unfunded" plan for
incentive and deferred compensation.  The Committee may authorize the creation
of trusts or other arrangements to meet the obligations created under the Plan
to deliver Common Stock or make payments; provided, however, that unless the
Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the "unfunded" status of the Plan.

SECTION 13.  General Provisions

(a)  The Committee may require each person purchasing or receiving shares
pursuant to an Award to represent to and agree with the Company in writing that
such person is acquiring the shares without a view to the distribution thereof.
The certificates for such shares may include any legend which the Committee
deems appropriate to reflect any restrictions on transfer.

     Notwithstanding any other provision of the Plan or agreements made pursuant
thereto, the Company shall not be required to issue or deliver any certificate
or certificates for shares of Common Stock under the Plan prior to fulfillment
of all of the following conditions:

(1)  Listing or approval for listing upon notice of issuance, of such shares on
the New York Stock Exchange, Inc., or such other securities exchange as may
at the time be the principal market for the Common Stock;

(2)  Any registration or other qualification of such shares of the Company under
any state or federal law or regulation, or the maintaining in effect of any such
registration or other qualification which the Committee shall, in its absolute
discretion upon the advice of counsel, deem necessary or advisable; and

(3)  Obtaining any other consent, approval, or permit from any state or federal
governmental agency which the Committee shall, in its absolute discretion after
receiving the advice of counsel, determine to be necessary or advisable.

(b)  Nothing contained in the Plan shall prevent the Company or any Subsidiary
or Affiliate from adopting other or additional compensation arrangements
for its employees.

(c)  The Plan shall not constitute a contract of employment, and adoption of the
Plan shall not confer upon any employee any right to continued employment, nor
shall it interfere in any way with the right of the Company or any Subsidiary or
Affiliate to terminate the employment of any employee at any time.

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<PAGE>

(d)  No later than the date as of which an amount first becomes includible in
the gross income of the participant for federal income tax purposes with respect
to any Award under the Plan, the participant shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of, any federal,
state, local or foreign taxes of any kind required by law to be withheld with
respect to such amount. Unless otherwise determined by the Company, withholding
obligations may be settled with Common Stock, including Common Stock that is
part of the Award that gives rise to the withholding requirement; provided, that
not more than the legally required minimum withholding may be settled with
Common Stock. The obligations of the Company under the Plan shall be conditional
on such payment or arrangements, and the Company and its Affiliates shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment otherwise due to the participant. The Committee may establish such
procedures as it deems appropriate, including making irrevocable elections, for
the settlement of withholding obligations with Common Stock.

(e)  The Committee shall establish such procedures as it deems appropriate for a
participant to designate a beneficiary to whom any amounts payable in the event
of the participant's death are to be paid or by whom any rights of the
participant, after the participant's death, may be exercised.

(f)  In the case of a grant of an Award to any employee of a Subsidiary of the
Company, the Company may, if the Committee so directs, issue or transfer the
shares of Common Stock, if any, covered by the Award to the Subsidiary, for such
lawful consideration as the Committee may specify, upon the condition or
understanding that the Subsidiary will transfer the shares of Common Stock to
the employee in accordance with the terms of the Award specified by the
Committee pursuant to the provisions of the Plan. All shares of Common Stock
underlying Awards that are forfeited or canceled should revert to the Company.

(g)  The Plan and all Awards made and actions taken thereunder shall be governed
by and construed in accordance with the laws of the State of Delaware, without
reference to principles of conflict of laws.

(h)  Except as otherwise provided in Section 5(e) or 6(b)(iii) or by the
Committee, Awards under the Plan are not transferable except by will or by laws
of descent and distribution.

(i)  In the event an Award is granted to Eligible Individual who is employed or
providing services outside the United States and who is not compensated from a
payroll maintained in the United States, the Committee may, in its sole
discretion, modify the provisions of the Plan as they pertain to such individual
to comply with applicable foreign law.

SECTION 14.  Effective Date of Plan

     The Plan shall be effective as of the date it is adopted by the Board
subject to the approval by at least a majority of the outstanding shares of
Common Stock of the Company (which approval shall be deemed to have been given
upon the final confirmation of the

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<PAGE>

Third Amended Joint Plan of Reorganization as modified, of the Debtors under
Chapter 11 of the Bankruptcy Code by the U.S. Bankruptcy Court for the District
of Delaware in Case No. 99-2171 (PJW)).

SECTION 15.   Director Stock Options.

     (a)  Each director of the Company who is not otherwise an employee of the
Company or any of its Subsidiaries or Affiliates, shall, on the first day after
his or her first election as a director of the Company, and thereafter on the
day after each Annual Meeting of Stockholders of the Company during such
director's term, automatically be granted [___] NonQualified Stock Options to
purchase Common Stock having an exercise price of 100% of Fair Market Value of
the Common Stock on the date of grant of such NonQualified Stock Option.

     (b)  An automatic director Stock Option shall be granted hereunder only if
as of each date of grant the director (i) is not otherwise an employee of the
Company or any of its Subsidiaries or Affiliates, (ii) has not been an employee
of the Company or any of its Subsidiaries or Affiliates for any part of the
preceding fiscal year, and (iii) has served on the Board continuously since the
commencement of his term.

     (c)  Each holder of a Stock Option granted pursuant to this Section 15
shall also have the rights specified in Section 5(k).

     (d)  In the event that the number of shares of Common Stock available for
future grant under the Plan is insufficient to make all automatic grants
required to be made on such date, then all non-employee directors entitled to a
grant on such date shall share ratably in the number of options on shares
available for grant under the Plan.

     (e)  Except as expressly provided in this Section 15, any Stock Option
granted hereunder shall be subject to the terms and conditions of the Plan as if
the grant were made pursuant to Section 5 hereof.

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