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                                                                    EXHIBIT 4(a)


                             AMENDED AND RESTATED
                      ELECTRONIC DATA SYSTEMS CORPORATION
                                INCENTIVE PLAN


     1.   Plan. This Amended and Restated Incentive Plan of Electronic Data
Systems Corporation (the "Plan") is a further amendment and restatement of the
Amended and Restated 1996 Incentive Plan of Electronic Data Systems Corporation
and, subject to approval by the stockholders of Electronic Data Systems
Corporation (the "Company"), shall be effective as of February 6, 2001.

     2.   Objectives. This Plan is designed to attract and retain key employees
of the Company and its Subsidiaries (as hereinafter defined), to attract and
retain qualified directors of the Company, to encourage the sense of
proprietorship of such employees and Directors, and to stimulate the active
interest of such persons in the development and financial success of the Company
and its Subsidiaries. These objectives are to be accomplished by making Awards
(as hereinafter defined) under this Plan and thereby providing Participants (as
hereinafter defined) with a proprietary interest in the growth and performance
of the Company and its Subsidiaries.

     3.   Definitions. As used herein, the terms set forth below shall have the
following respective meanings:

     "Annual Director Award Date" means, for each year, the first business day
of the month next succeeding the date upon which the annual meeting of
stockholders of the Company is held in such year.

     "Authorized Officer" means the Chairman of the Board or the Chief Executive
Officer of the Company (or any other senior officer of the Company to whom
either of them shall delegate the authority to execute any Award Agreement).

     "Award" means an Employee Award or a Director Award.

     "Award Agreement" means any Employee Award Agreement or Director Award
Agreement.

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

     "Cash Award" means an award denominated in cash.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

     "Committee" means the Compensation and Benefits Committee of the Board or
such other committee of the Board as is designated by the Board to administer
the Plan.

     "Common Stock" means the Common Stock, par value $.01 per share, of the
Company.
     "Director" means an individual serving as a member of the Board.

     "Director Award" means the grant of an Award to a Nonemployee Director,
including, but not limited to, the grant of a Director Option or Director
Restricted Stock.

     "Director Award Agreement" means a written agreement between the Company
and a Participant who is a Nonemployee Director setting forth the terms,
conditions and limitations applicable to a Director Award.
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     "Director Options" means Nonqualified Options granted to Nonemployee
Directors pursuant to the applicable terms, conditions and limitations specified
in paragraph 9(a) hereof.

     "Director Restricted Stock" means Common Stock granted to Nonemployee
Directors pursuant to the applicable terms, conditions and limitations specified
in paragraph 9(b) hereof.

     "Disability" means, with respect to a Nonemployee Director, the inability
to perform the duties of a Director for a continuous period of more than three
months by reason of any medically determinable physical or mental impairment.

     "Dividend Equivalents" means, with respect to shares of Restricted Stock
that are to be issued at the end of the Restriction Period, an amount equal to
all dividends and other distributions (or the economic equivalent thereof) which
are payable to stockholders of record during the Restriction Period on a like
number of shares of Common Stock.

     "Employee" means an employee of the Company or any of its Subsidiaries.

     "Employee Award" means the grant of any Option, SAR, Stock Award, Cash
Award or Performance Award, whether granted singly, in combination or in tandem,
to a Participant who is an Employee pursuant to such applicable terms,
conditions and limitations as the Committee may establish in order to fulfill
the objectives of the Plan.

     "Employee Award Agreement" means a written agreement between the Company
and a Participant who is an Employee setting forth the terms, conditions and
limitations applicable to an Employee Award.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time.

     "Fair Market Value" of a share of Common Stock means, as of a particular
date, (i) if shares of Common Stock are listed on a national securities
exchange, the mean between the highest and lowest sales price per share of
Common Stock on the consolidated transaction reporting system for the principal
national securities exchange on which shares of Common Stock are listed on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported, (ii) if shares of
Common Stock are not so listed but are quoted on the Nasdaq Stock Market, the
mean between the highest and lowest sales price per share of Common Stock
reported by the Nasdaq Stock Market on that date, or, if there shall have been
no such sale so reported on that date, on the last preceding date on which such
a sale was so reported or (iii) if the Common Stock is not so listed or quoted
but is traded in the over-the-counter market, the mean between the closing bid
and asked price on that date, or, if there are no quotations available for such
date, on the last preceding date on which such quotations shall be available, as
reported by the Nasdaq Stock Market, or, if not reported by the Nasdaq Stock
Market, by the National Quotation Bureau Incorporated.

     "Incentive Option" means an Option that is intended to comply with the
requirements set forth in Section 422 of the Code.

     "Noncompetition Provisions" has the meaning set forth in paragraph 8(c)
hereof.

     "Nonemployee Director" has the meaning set forth in paragraph 4(b) hereof.

     "Nonqualified Stock Option" means an Option that is not an Incentive
Option.

     "Option" means a right to purchase a specified number of shares of Common
Stock at a specified price.

     "Participant" means an Employee or Director to whom an Award has been made
under this Plan.

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     "Performance Award" means an award made pursuant to this Plan to a
Participant who is an Employee that is subject to the attainment of one or more
Performance Goals.

     "Performance Goal" means a standard established by the Committee, to
determine in whole or in part whether a Performance Award shall be earned.

     "Restricted Stock" means any Common Stock that is restricted or subject to
forfeiture provisions.

     "Restriction Period" means a period of time beginning as of the date upon
which an Award of Restricted Stock is made pursuant to this Plan and ending as
of the date upon which the Common Stock subject to such Award is no longer
restricted or subject to forfeiture provisions.

     "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act, or any
successor rule.

     "SAR" means a right to receive a payment, in cash or Common Stock, equal to
the excess of the Fair Market Value or other specified valuation of a specified
number of shares of Common Stock on the date the right is exercised over a
specified strike price (in each case, as determined by the Committee).

     "Split-Off" means the split-off of the Company from General Motors
Corporation ("GM") on June 7, 1996 pursuant to which each outstanding share of
Class E Common Stock of GM was converted into one share of Common Stock, and the
Company became an independent publicly-traded corporation.

     "Stock Award" means an award in the form of shares of Common Stock or units
denominated in shares of Common Stock.

     "Subsidiary" means (i) in the case of a corporation, any corporation of
which the Company directly or indirectly owns shares representing more than 50%
of the combined voting power of the shares of all classes or series of capital
stock of such corporation which have the right to vote generally on matters
submitted to a vote of the stockholders of such corporation and (ii) in the case
of a partnership or other business entity not organized as a corporation, any
such business entity of which the Company directly or indirectly owns more than
50% of the voting, capital or profits interests (whether in the form of
partnership interests, membership interests or otherwise).

     4.   Eligibility.

     (a)  Employees. Employees eligible for Employee Awards under this Plan
shall consist of those Employees whose performance or contribution, in the
judgment of the Committee, benefits or will benefit the Company.

     (b)  Directors. Directors eligible for Director Awards under this Plan are
those who are not employees of the Company or any of its Subsidiaries
("Nonemployee Directors").

     5.   Common Stock Available for Awards. Subject to the provisions of
paragraph 15 hereof, the aggregate number of shares of Common Stock that may be
issued under the Plan for Awards granted wholly or partly in Common Stock
(including rights or options which may be exercised for or settled in Common
Stock) is 37,922,485 (in addition to any shares that are the subject of Awards
outstanding as of December 31, 2000), of which an aggregate of not more than
400,000 shares shall be available for Director Awards (in addition to any shares
subject to Director Awards as of December 31, 2000) and the remainder shall be
available for Employee Awards, including Incentive Options (provided, that no
Award of an Incentive Option with respect to such shares shall be made on or
after February 6, 2011, the date which is ten years after the Board's approval
of this amended and restated Plan), and of which an aggregate of not more than
1,000,000 shares shall be available for issuance under Awards which do not
constitute Options hereunder (including any shares subject to such Awards as of
December 31, 2000). The number of shares of Common Stock that are the subject of
any Awards outstanding on or after December 31, 2000, that are forfeited or
terminated, expire unexercised, are settled in cash in lieu of Common Stock or
in a manner such that all or some of the shares covered by the Award are not
issued to a Participant or are

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exchanged for Awards that do not involve Common Stock, shall again immediately
become available for issuance under Awards hereunder. The Committee may from
time to time adopt and observe such procedures concerning the counting of shares
against the Plan maximum as it may deem appropriate. The Board and the
appropriate officers of the Company shall from time to time take whatever
actions are necessary to file any required documents with governmental
authorities, stock exchanges and transaction reporting systems to ensure that
shares of Common Stock are available for issuance pursuant to Awards.

     6.   Administration.

     (a)  This Plan shall be administered by the Committee. The Board, in its
sole discretion may exercise any authority of the Committee under the Plan in
lieu of the Committee's exercise thereof, in which instances references to the
Committee shall refer to the Board. To the extent required (i) in order for
Employee Awards to be exempt from Section 16 of the Exchange Act by virtue of
the provisions of Rule 16b-3, the Committee shall be the Board or shall consist
of at least two members of the Board who meet the requirements of the definition
of "non-employee director" set forth in Rule 16b-3 promulgated under the
Exchange Act, and (ii) with respect to any Award that is intended to qualify as
"performance-based compensation" under Section 162(m) of the Code, the Committee
shall consist of two or more directors, each of whom meets the definition of
"outside director" under said Section 162(m).

     (b)  Subject to the provisions hereof, the Committee shall have full and
exclusive power and authority to administer this Plan and to take all actions
which are specifically contemplated hereby or are necessary or appropriate in
connection with the administration hereof. The Committee shall also have full
and exclusive power to interpret this Plan and to adopt, amend and rescind such
rules, regulations and guidelines for carrying out this Plan as it may deem
necessary or proper, all of which powers shall be exercised in the best
interests of the Company and in keeping with the objectives of this Plan. The
Committee may, in its discretion, provide for the extension of the
exercisability of an Award, accelerate the vesting or exercisability of an
Award, eliminate or make less restrictive any restrictions contained in an
Award, waive any restriction or other provision of this Plan or an Award or
otherwise amend or modify an Award in any manner that is either (i) not adverse
to the Participant to whom such Award was granted or (ii) consented to by such
Participant. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in this Plan or in any Award in the manner and to
the extent the Committee deems necessary or desirable to carry it into effect.
Any decision of the Committee in the interpretation and administration of this
Plan shall lie within its sole and absolute discretion and shall be final,
conclusive and binding on all parties concerned.

     (c)  No member of the Committee or officer of the Company to whom the
Committee has delegated authority in accordance with the provisions of paragraph
7 of this Plan shall be liable for anything done or omitted to be done by him or
her, by any member of the Committee or by any officer of the Company in
connection with the performance of any duties under this Plan, except for his or
her own willful misconduct or as expressly provided by statute.

     7.   Delegation of Authority. The Committee may delegate to the Chief
Executive Officer and to other senior officers of the Company its duties under
this Plan pursuant to such conditions or limitations as the Committee may
establish, except that the Committee may not delegate to any person the
authority to grant Awards to, or take other action with respect to, Participants
who at the time of such awards or action are subject to Section 16 of the
Exchange Act or are "covered employees" as defined in Section 162(m) of the
Code.

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     8.   Employee Awards.

     (a)  The Committee shall determine the type or types of Employee Awards to
be made under this Plan and shall designate from time to time the Employees who
are to be the recipients of such Awards. Each Employee Award may be embodied in
an Employee Award Agreement, which shall contain such terms, conditions and
limitations as shall be determined by the Committee in its sole discretion and
shall be signed by the Participant to whom the Employee Award is made and by an
Authorized Officer for and on behalf of the Company. Employee Awards may consist
of those listed in this paragraph 8(a) hereof and may be granted singly, in
combination or in tandem. Employee Awards may also be made in combination or in
tandem with, in replacement of, or as alternatives to, grants or rights under
this Plan or any other employee plan of the Company or any of its Subsidiaries,
including the plan of any acquired entity; provided that no Option may be issued
in exchange for the cancellation of an Option with a lower exercise price. An
Employee Award may provide for the grant or issuance of additional, replacement
or alternative Employee Awards upon the occurrence of specified events,
including the exercise of the original Employee Award granted to a Participant.
All or part of an Employee Award may be subject to conditions established by the
Committee, which may include, but are not limited to, continuous service with
the Company and its Subsidiaries, achievement of specific business objectives,
increases in specified indices, attainment of specified growth rates and other
comparable measurements of performance. Upon the termination of employment by a
Participant who is an Employee, any unexercised, deferred, unvested or unpaid
Employee Awards shall be treated as set forth in the applicable Employee Award
Agreement.

          (i)   Stock Option. An Employee Award may be in the form of an Option.
     An Option awarded pursuant to this Plan may consist of an Incentive Option
     or a Nonqualified Option. The price at which shares of Common Stock may be
     purchased upon the exercise of an Incentive Option shall be not less than
     the Fair Market Value of the Common Stock on the date of grant. The price
     at which shares of Common Stock may be purchased upon the exercise of a
     Nonqualified Option shall be not less than, but may exceed, the Fair Market
     Value of the Common Stock on the date of grant. Subject to the foregoing
     provisions, the terms, conditions and limitations applicable to any Options
     awarded pursuant to this Plan, including the term of any Options and the
     date or dates upon which they become exercisable, shall be determined by
     the Committee.

          (ii)  Stock Appreciation Right.  An Employee Award may be in the form
     of a SAR.  The terms, conditions and limitations applicable to any SARs
     awarded pursuant to this Plan, including the term of any SARs and the date
     or dates upon which they become exercisable, shall be determined by the
     Committee.

          (iii) Stock Award. An Employee Award may be in the form of a Stock
     Award. The terms, conditions and limitations applicable to any Stock Awards
     granted pursuant to this Plan shall be determined by the Committee.

          (iv)  Cash Award. An Employee Award may be in the form of a Cash
     Award. The terms, conditions and limitations applicable to any Cash Awards
     granted pursuant to this Plan shall be determined by the Committee.

          (v)   Performance Award. Without limiting the type or number of
     Employee Awards that may be made under the other provisions of this Plan,
     an Employee Award may be in the form of a Performance Award. A Performance
     Award shall be paid, vested or otherwise deliverable solely on account of
     the attainment of one or more pre-established, objective Performance Goals
     established by the Committee prior to the earlier to occur of (x) 90 days
     after the commencement of the period of service to which the Performance
     Goal relates and (y) the elapse of 25% of the period of service (as
     scheduled in good faith at the time the goal is established), and in any
     event while the outcome is substantially uncertain. A Performance Goal is
     objective if a third party having knowledge of the relevant facts could
     determine whether the goal is met. A Performance Goal may be based on one
     or more of business criteria that apply to the individual, one or more
     business units of the Company, or the Company as a whole, and may include

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     one or more of the following criteria: revenue, net income, Common Stock
     price, stockholder return, stockholder value, economic value, earnings per
     share, market performance, return on assets, return on equity, earnings,
     operating profits, cash flow, working capital, costs, new business contract
     values, and/or such other financial, accounting or quantitative metric
     determined by the Committee. A Performance Goal may, but need not be, based
     upon a change or an increase or positive result under a particular business
     criterion and could include, for example, maintaining the status quo,
     limiting economic losses, or a relative comparison of performance to the
     performance of a peer group or other external or internal measure
     (measured, in each case, by reference to specific business criteria). A
     Performance Goal may include or exclude items to measure specific
     objectives, including, without limitation, extraordinary or other non-
     recurring items, acquisitions and divestitures, internal restructuring and
     reorganizations, accounting charges and effects of accounting changes. In
     interpreting Plan provisions applicable to Performance Goals and
     Performance Awards applicable to Awards to Employees who are "covered
     employees" under Section 162(m) of the Code, it is the intent of the Plan
     to conform with the standards of Section 162(m) of the Code and Treasury
     Regulations Section 1.162-27(e)(2)(i), and the Committee in establishing
     such goals and interpreting the Plan shall be guided by such provisions.
     Prior to the payment of any compensation based on the achievement of
     Performance Goals to any such "covered employee", the Committee must
     certify in writing that applicable Performance Goals and any of the
     material terms thereof were, in fact, satisfied. Subject to the foregoing
     provisions, the terms, conditions and limitations applicable to any
     Performance Awards made pursuant to this Plan shall be determined by the
     Committee.

     (b)  Notwithstanding anything to the contrary contained in this Plan, the
following limitations shall apply to any Employee Awards made hereunder:

          (i)   No Participant may be granted, during any calendar year period,
     Employee Awards consisting of Options or SARs that are exercisable for more
     than 2,000,000 shares of Common Stock, subject to adjustment pursuant to
     the provisions of paragraph 15 hereof;

          (ii)  No Participant may be granted, during any calendar period,
     Employee Awards consisting of shares of Common Stock or units denominated
     in such shares (other than any Employee Awards consisting of Options or
     SARs) covering or relating to more than 500,000 shares of Common Stock,
     subject to adjustment pursuant to the provisions of paragraph 15 hereof
     (the limitation set forth in this clause (ii), together with the limitation
     set forth in clause (i) above, being hereinafter collectively referred to
     as the "Stock Based Awards Limitations"); and

          (iii) No Participant may be paid under any Employee Awards consisting
     of Cash Awards or any other form permitted under this Plan (other than
     Employee Awards consisting of Options or SARs or otherwise consisting of
     shares of Common Stock or units denominated in such shares) in respect of
     any calendar-year period an amount in excess of $6,000,000.

     (c)  Prior to the Split-Off, certain awards consisting of shares of GM
Class E Common Stock or units denominated in such shares (the "Existing Stock
Awards") had been made to Employees under the Plan as in effect from time to
time prior to the Split-Off. As of the Split-Off, each Existing Stock Award was
adjusted so that such award consisted of or related to a number of shares of
Common Stock equal to the number of shares of GM Class E Common Stock that were
the subject of such Existing Stock Award immediately prior to such date, without
any alteration or enlargement of the rights of the holders thereof.
Notwithstanding anything to the contrary contained in this Plan, all Existing
Stock Awards that were subject to the restrictions and other provisions relating
to competition by participants and related matters set forth in Section 10 of
the Plan as in effect immediately prior to the Split-Off (the "Noncompetition
Provisions") continue to be subject to the Noncompetition Provisions, as fully
and to the same extent as if such Section 10 were set forth herein in its
entirety. Awards made after the Split-Off shall be subject to such restrictions
and other provisions relating to competition or other conduct detrimental to the
Company as determined by the Committee.

     9.   Director Awards. Each Nonemployee Director of the Company shall be
granted Director Awards in accordance with this paragraph 9 and subject to the
applicable terms, conditions and limitations set forth in this

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Plan and the applicable Director Award Agreement. In addition, each Nonemployee
Director shall be entitled to any other Award as the Board or Committee may
determine, which Award shall be embodied in a Director Award Agreement which
shall contain such terms, conditions and limitations (including, but not limited
to, terms, conditions and limitations which may be similar to those applicable
to Employee Awards) as shall be determined by the Board or Committee in its
discretion. Notwithstanding anything to the contrary contained herein, Director
Awards shall not be made in any year in which a sufficient number of shares of
Common Stock are not available to make such Awards under this Plan.

     (a)  Director Options. On each Annual Director Award Date occurring on or
after June 1, 2000, each Nonemployee Director shall automatically be granted a
Director Option that provides for the purchase of 4,000 shares of Common Stock
(or such other number of shares as the Board or Committee shall from time to
time determine). In the event that after June 1, 2000, a Nonemployee Director is
elected otherwise than by election at an annual meeting of stockholders of the
Company, on the date of his or her election, such Nonemployee Director shall
automatically be granted a Director Option that provides for the purchase of a
number of shares of Common Stock (rounded up to the nearest whole number) equal
to the product of (i) 4,000 and (ii) a fraction the numerator of which is the
number of days between the election of such Nonemployee Director and the next
scheduled Annual Director Award Date (or, if no such date has been scheduled,
the first anniversary of the immediately preceding Annual Director Award Date)
and the denominator of which is 365. Each Director Option shall have a term of
ten years from the date of grant, notwithstanding any earlier termination of the
status of the holder as a Nonemployee Director. The purchase price of each share
of Common Stock subject to a Director Option shall be equal to the Fair Market
Value of the Common Stock on the date of grant. All Director Options shall vest
and become exercisable in increments of one-third of the total number of shares
of Common Stock that are subject thereto (rounded up to the nearest whole
number) on the first and second anniversaries of the date of grant and of all
remaining shares of Common Stock that are subject thereto on the third
anniversary of the date of grant. All unvested Director Options shall be
forfeited if the Nonemployee Director resigns as a Director without the consent
of a majority of the other Directors.

     In addition to the Director Options automatically awarded pursuant to the
immediately preceding paragraph, a Nonemployee Director may make an annual
election to receive, in lieu of all or any portion of the Director's fees he or
she would otherwise be entitled to receive in cash during the next year
(including both annual retainer and meeting fees), Director Options that provide
for the purchase of a number of shares of Common Stock (rounded up to the
nearest whole number) equal to the product of (x) three times (y) a fraction the
numerator of which is equal to the dollar amount of fees the Nonemployee
Director elects to forego in the next year in exchange for Director Options and
the denominator of which is equal to the Fair Market Value of the Common Stock
on the effective date of the election. Each annual election made by a
Nonemployee Director pursuant to this paragraph 9(a) shall take the form of a
written document signed by such Nonemployee Director and filed with the
Secretary of the Company, (ii) shall designate the dollar amount of the fees the
Nonemployee Director elects to forego in the next year in exchange for Director
Options and (iii) to the extent provided by the Committee in order to ensure
that the Award of the Director Options is exempt from Section 16 by virtue of
Rule 16b-3, shall be irrevocable and shall be made prior to the date as of which
such Award of Director Options is to be effective. An Award of Director Options
at the election of a Nonemployee Director shall be effective on the next Annual
Director Award Date.

     Any Award of Director Options shall be embodied in a Director Award
Agreement, which shall contain the terms, conditions and limitations set forth
above and shall be signed by the Participant to whom the Director Options are
granted and by an Authorized Officer for and on behalf of the Company.

     (b)  Director Restricted Stock. On each Annual Director Award Date
occurring on or after June 1, 2000, each Nonemployee Director shall
automatically be granted 500 shares of Director Restricted Stock (or such other
number of shares as the Board or Committee shall from time to time determine).
In the event that after June 1, 2000, a Nonemployee Director is elected
otherwise than by election at an annual meeting of stockholders of the Company,
on the date of his or her election, such Nonemployee Director shall
automatically be granted a number of shares of Director Restricted Stock
(rounded up to the nearest whole number) equal to the product of (i) 500 and
(ii) a fraction the numerator of which is the number of days between the
election of such Nonemployee Director and

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the next scheduled Annual Director Award Date (or, if no such date has been
scheduled, the first anniversary of the immediately preceding Annual Director
Award Date) and the denominator of which is 365. Shares of Director Restricted
Stock awarded to a Nonemployee Director (i) shall vest in increments of one-
third of the total number of shares of Director Restricted Stock (rounded up to
the nearest whole number) that are the subject of such Award on the first and
second anniversaries of the date of grant and all remaining shares of Director
Restricted Stock that are the subject of such Award on the third anniversary of
the date of grant and (ii) shall fully vest (to the extent not previously vested
pursuant to clause (i) above) upon a failure to re-elect the Nonemployee
Director as Director, the death of the Director or the resignation of the
Director by reason of Disability or at the request of a majority of the other
Directors. All unvested shares of Director Restricted Stock granted to a
Nonemployee Director shall be forfeited if the Nonemployee Director resigns as a
Director without the consent of a majority of the other Directors. Under such
terms and conditions as may be established by the Committee and, in lieu of
Restricted Stock to be automatically awarded as of an Annual Award Date, a
Nonemployee Director may irrevocably elect to receive an equivalent amount of
Phantom Stock Units under the Company's Deferred Compensation Plan for
Nonemployee Directors in which event no Restricted Stock shall be automatically
awarded to a Nonemployee Director on such date.

     In addition to the Director Restricted Stock automatically awarded pursuant
to the immediately preceding paragraph, a Nonemployee Director may make an
annual election to receive, in lieu of all or any portion of the Director's fees
he or she would otherwise be entitled to receive in cash during the next year
(including both annual retainer and meeting fees), a number of shares of
Director Restricted Stock (rounded up to the nearest whole number) having a Fair
Market Value equal to 110% of a fraction the numerator of which is equal to the
dollar amount of fees the Nonemployee Director elects to forego in the next year
in exchange for Director Restricted Stock and the denominator of which is equal
to the Fair Market Value of the Common Stock on the effective date of the
election. Each annual election made by a Nonemployee Director pursuant to this
paragraph 9(b) shall (i) take the form of a written document signed by such
Nonemployee Director and filed with the Secretary of the Company, (ii) designate
the dollar amount of the fees the Nonemployee Director elects to forego in the
next year in exchange for Director Restricted Stock and (iii) to the extent
provided by the Committee in order to ensure that the Award of the Director
Restricted Stock is exempt from Section 16 by virtue of Rule 16b-3, be
irrevocable and be made prior to the date as of which such Award of Director
Restricted Stock is to be effective. An Award of Director Restricted Stock at
the election of a Nonemployee Director shall be effective on the next Annual
Director Award Date.

     Any Award of Director Restricted Stock shall be embodied in a Director
Award Agreement, which shall contain the terms, conditions and limitations set
forth above and shall be signed by the Participant to whom the Director
Restricted Stock is granted and by an Authorized Officer for and on behalf of
the Company.

     10.  Payment of Awards.

     (a)  General. Payment of Employee Awards may be made in the form of cash or
Common Stock, or a combination thereof, and may include such restrictions as the
Committee shall determine, including, in the case of Common Stock, restrictions
on transfer and forfeiture provisions. If payment of an Employee Award is made
in the form of Restricted Stock, the Employee Award Agreement relating to such
shares shall specify whether they are to be issued at the beginning or end of
the Restriction Period. In the event that shares of Restricted Stock are to be
issued at the beginning of the Restriction Period, the certificates evidencing
such shares (to the extent that such shares are so evidenced) shall contain
appropriate legends and restrictions that describe the terms and conditions of
the restrictions applicable thereto. In the event that shares of Restricted
Stock are to be issued at the end of the Restricted Period, the right to receive
such shares shall be evidenced by book entry registration or in such other
manner as the Committee may determine.

     (b)  Deferral. With the approval of the Committee, payments in respect of
Employee Awards may be deferred, either in the form of installments or a future
lump sum payment. The Committee may permit selected Participants to elect to
defer payments of some or all types of Employee Awards in accordance with
procedures established by the Committee. Any deferred payment of an Employee
Award, whether elected by the Participant or specified by the Employee Award
Agreement or by the Committee, may be forfeited if and to the extent that the
Employee Award Agreement so provides.

                                       8
<PAGE>

     (c)  Dividends and Interest.  Rights to dividends or Dividend Equivalents
may be extended to and made part of any Employee Award consisting of shares of
Common Stock or units denominated in shares of Common Stock, subject to such
terms, conditions and restrictions as the Committee may establish.  The
Committee may also establish rules and procedures for the crediting of interest
on deferred cash payments and Dividend Equivalents for Employee Awards
consisting of shares of Common Stock or units denominated in shares of Common
Stock.

     (d)  Substitution of Awards.  At the discretion of the Committee, a
Participant who is an Employee may be offered an election to substitute an
Employee Award for another Employee Award or Employee Awards of the same or
different type.

     11.  Stock Option Exercise.  The price at which shares of Common Stock may
be purchased under an Option shall be paid in full at the time of exercise in
cash or, if elected by the optionee, the optionee may purchase such shares by
means of tendering Common Stock or surrendering another Award, including
Restricted Stock or Director Restricted Stock, valued at Fair Market Value on
the date of exercise, or any combination thereof.  The Committee shall determine
acceptable methods for Participants who are Employees to tender Common Stock
(including by attestation of ownership) or other Employee Awards; provided that
any Common Stock that is or was the subject of an Employee Award may be so
tendered only if it has been held by the Participant for six months.  The
Committee may provide for procedures to permit the exercise or purchase of such
Awards by use of the proceeds to be received from the sale of Common Stock
issuable pursuant to an Employee Award.  Unless otherwise provided in the
applicable Award Agreement, in the event shares of Restricted Stock are tendered
as consideration for the exercise of an Option, a number of the shares issued
upon the exercise of the Option, equal to the number of shares of Restricted
Stock or Director Restricted Stock used as consideration therefor, shall be
subject to the same restrictions as the Restricted Stock or Director Restricted
Stock so submitted as well as any additional restrictions that may be imposed by
the Committee.

     12.  Tax Withholding.  The Company shall have the right to deduct
applicable taxes from any Employee Award payment and withhold, at the time of
delivery or vesting of cash or shares of Common Stock under this Plan, or if
later, the date of income recognition, an appropriate amount of cash or number
of shares of Common Stock or a combination thereof for payment of taxes required
by law or to take such other action as may be necessary in the opinion of the
Company to satisfy all obligations for withholding of such taxes.  The Committee
may also permit withholding to be satisfied by the transfer to the Company of
shares of Common Stock theretofore owned by the holder of the Employee Award
with respect to which withholding is required.  If shares of Common Stock are
used to satisfy tax withholding, such shares shall be valued based on the Fair
Market Value when the tax withholding is required to be made.  The Committee may
provide for loans, on either a short term or demand basis, from the Company to a
Participant who is an Employee to permit the payment of taxes required by law.

     13.  Amendment, Modification, Suspension or Termination.  The Board may
amend, modify, suspend or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose permitted
by law, except that no amendment or alteration that would adversely affect the
rights of any Participant under any Award previously granted to such Participant
shall be made without the consent of such Participant.

     14.  Assignability.  Except as provided below, no Award or any other
benefit under this Plan shall be assignable or otherwise transferable except by
will or the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act, or the rules thereunder.  Notwithstanding the foregoing,
the Committee may, in its discretion, authorize all or a portion of the
Nonqualified Stock Options granted to a Participant to be transferable to:

(a)  the spouse, parents, children, stepchildren, grandchildren or legal
     dependents of the Participant ("Immediate Family Members");

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<PAGE>

     (b)  a trust or trusts solely for the benefit of the Participant and/or
          such Immediate Family Members, or;

     (c)  a partnership in which the only partners are the Participant, such
          Immediate Family Members and/or a trust or trusts solely for the
          benefit of the Participant and/or such Immediate Family Members,

provided that:

          (i)  there may be no consideration for any such transfer;

               (ii)   the Employee Award Agreement pursuant to which such
Options are granted expressly provides for transferability in a manner
consistent with this paragraph 14, and

               (iii)  subsequent transfers of transferred Options shall be
prohibited except those to the Participant or individuals or entities described
in clauses (a), (b) or (c) above, or by the laws of descent or distribution.

Following transfer, any such Options shall continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer, including
but not limited to (i) restrictions or other provisions relating to competition
or other conduct detrimental to the Company and (ii) the obligation of the
Participant for payment of taxes with respect to the exercise of such Options
and the rights of the Company to withhold such taxes from the Participant or to
otherwise require the Participant to satisfy all obligations for the withholding
of such taxes as contemplated by paragraph 12 above.  The provisions relating to
the period of exercisability and expiration of the Option shall continue to be
applied with respect to the original Participant, and the Options shall be
exercisable by the transferee only to the extent, and for the periods, set forth
in the Employee Award Agreement.

The Committee may prescribe and include in applicable Award Agreements other
restrictions on transfer.  Any attempted assignment of an Award or any other
benefit under this Plan in violation of this paragraph 14 shall be null and
void.

     15.  Adjustments.

     (a)  The existence of outstanding Awards shall not affect in any manner the
right or power of the Company or its stockholders to make or authorize any or
all adjustments, recapitalizations, reorganizations or other changes in the
capital stock of the Company or its business or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock (whether or not such issue is prior to, on a parity with or junior to the
Common Stock) or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding of any kind, whether or not of a character similar to that of
the acts or proceedings enumerated above.

     (b)  In the event of any subdivision or consolidation of outstanding shares
of Common Stock, declaration of a dividend payable in shares of Common Stock or
other stock split, then (i) the number of shares of Common Stock reserved under
this Plan, (ii) the number of shares of Common Stock covered by outstanding
Awards in the form of Common Stock or units denominated in Common Stock, (iii)
the exercise or other price in respect of such Awards, (iv) the appropriate Fair
Market Value and other price determinations for such Awards, (v) the number of
shares of Common Stock covered by Director Options automatically granted
pursuant to paragraph 9(a) hereof, (vi) the number of shares of Director
Restricted Stock automatically granted pursuant to paragraph 9(b) hereof and
(vii) the Stock Based Awards Limitations shall each be proportionately adjusted
by the Board to reflect such transaction.  In the event of any other
recapitalization or capital reorganization of the Company, any consolidation or
merger of the Company with another corporation or entity, the adoption by the
Company of any plan of exchange affecting the Common Stock or any distribution
to holders of Common Stock of securities or property (other than normal cash
dividends or dividends payable in Common Stock), the Board or Committee shall
make appropriate adjustments to (i) the number of shares of Common Stock covered
by Awards in the form of Common Stock or units denominated in Common Stock, (ii)
the exercise or other price in respect of

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<PAGE>

such Awards, (iii) the appropriate Fair Market Value and other price
determinations for such Awards, (iv) the number of shares of Common Stock
covered by Director Options automatically granted pursuant to paragraph 9(a)
hereof, (v) the number of shares of Director Restricted Stock automatically
granted pursuant to paragraph 9(b) hereof and (vi) the Stock Based Awards
Limitations, to reflect such transaction; provided that such adjustments shall
only be such as are necessary to maintain the proportionate interest of the
holders of the Awards and preserve, without exceeding, the value of such Awards.
In the event of a corporate merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation, the Board shall be authorized
to issue or assume Awards by means of substitution of new Awards, as
appropriate, for previously issued Awards or an assumption of previously issued
Awards as part of such adjustment.

     16.  Restrictions.  No Common Stock or other form of payment shall be
issued with respect to any Award unless the Company shall be satisfied based on
the advice of its counsel that such issuance will be in compliance with
applicable federal and state securities laws.  It is the intent of the Company
that this Plan comply with Rule 16b-3 with respect to persons subject to Section
16 of the Exchange Act unless otherwise provided herein or in an Award
Agreement, that any ambiguities or inconsistencies in the construction of this
Plan be interpreted to give effect to such intention, and that if any provision
of this Plan is found not to be in compliance with Rule 16b-3, such provision
shall be null and void to the extent required to permit this Plan to comply with
Rule 16b-3.  Certificates evidencing shares of Common Stock delivered under this
Plan (to the extent that such shares are so evidenced) may be subject to such
stop transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations and other requirements of the Securities and
Exchange Commission, any securities exchange or transaction reporting system
upon which the Common Stock is then listed or to which it is admitted for
quotation and any applicable federal or state securities law.  The Committee may
cause a legend or legends to be placed upon such certificates (if any) to make
appropriate reference to such restrictions.

     17.  Unfunded Plan.  Insofar as it provides for Awards of cash, Common
Stock or rights thereto, this Plan shall be unfunded.  Although bookkeeping
accounts may be established with respect to Participants who are entitled to
cash, Common Stock or rights thereto under this Plan, any such accounts shall be
used merely as a bookkeeping convenience.  The Company shall not be required to
segregate any assets that may at any time be represented by cash, Common Stock
or rights thereto, nor shall this Plan be construed as providing for such
segregation, nor shall the Company, the Board or the Committee be deemed to be a
trustee of any cash, Common Stock or rights thereto to be granted under this
Plan.  Any liability or obligation of the Company to any Participant with
respect to an Award of cash, Common Stock or rights thereto under this Plan
shall be based solely upon any contractual obligations that may be created by
this Plan and any Award Agreement, and no such liability or obligation of the
Company shall be deemed to be secured by any pledge or other encumbrance on any
property of the Company.  Neither the Company nor the Board nor the Committee
shall be required to give any security or bond for the performance of any
obligation that may be created by this Plan.

     18.  Governing Law.  This Plan and all determinations made and actions
taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by and construed in accordance with the laws of the State of Delaware.

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