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                                                                   EXHIBIT 10.69


                        FIDELITY NATIONAL FINANCIAL, INC.

                              AMENDED AND RESTATED

                            2001 STOCK INCENTIVE PLAN

                   AS AMENDED AND RESTATED AS OF JULY 24, 2001

     This AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN (the "Amended and
Restated Plan") is hereby established by FIDELITY NATIONAL FINANCIAL, INC., a
Delaware corporation (the "Company"), and amends and restates the Company's 2001
Stock Incentive Plan, effective as of the 24th day of July, 2001 (the "Effective
Date").

                                   ARTICLE 1.

                              PURPOSES OF THE PLAN

     1.1 PURPOSES. The purposes of the Amended and Restated Plan are (a) to
enhance the Company's ability to attract and retain the services of qualified
employees, officers and directors (including non-employee officers and
directors), and consultants and other service providers upon whose judgment,
initiative and efforts the successful conduct and development of the Company's
business largely depends, and (b) to provide additional incentives to such
persons or entities to devote their utmost effort and skill to the advancement
and betterment of the Company, by providing them an opportunity to participate
in the ownership of the Company and thereby have an interest in the success and
increased value of the Company.

                                   ARTICLE 2.

                                   DEFINITIONS

  For purposes of this Amended and Restated Plan, the following terms shall have
the meanings indicated:

     2.1 ADMINISTRATOR. "Administrator" means the Board or, if the Board
delegates responsibility for any matter to the Committee, the term Administrator
shall mean the Committee.

     2.2 AFFILIATED COMPANY. "Affiliated Company" means any subsidiary of the
Company, any business venture which the Company has a significant interest, as
determined at the discretion of the Administrator. However, for purposes of
eligibility to receive Incentive Options, "Affiliated Company" means any "parent
corporation" or "subsidiary corporation" of the Company, whether now existing or
hereafter created or acquired, as those terms are defined in Sections 424(e) and
424(f) of the Code, respectively.

     2.3 AWARD. "Award" means any award made pursuant to Articles 5, 6, and 6A
of this Amended and Restated Plan including Options, Restricted Stock, and
Deferred Shares.

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

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     2.5 CHANGE IN CONTROL. "Change in Control" shall mean (i) the acquisition,
directly or indirectly, by any person or group (within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended) of the beneficial
ownership of securities of the Company possessing more than fifty percent (50%)
of the total combined voting power of all outstanding securities of the Company;
(ii) a merger or consolidation in which the Company is not the surviving entity,
except for a transaction in which the holders of the outstanding voting
securities of the Company immediately prior to such merger or consolidation
hold, in the aggregate, securities possessing more than fifty percent (50%) of
the total combined voting power of all outstanding voting securities of the
surviving entity immediately after such merger or consolidation; (iii) a reverse
merger in which the Company is the surviving entity but in which securities
possessing more than fifty percent (50%) of the total combined voting power of
all outstanding voting securities of the Company are transferred to or acquired
by a person or persons different from the persons holding those securities
immediately prior to such merger; (iv) the sale, transfer or other disposition
(in one transaction or a series of related transactions) of all or substantially
all of the assets of the Company; or (v) the approval by the shareholders of a
plan or proposal for the liquidation or dissolution of the Company.

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

     2.7 COMMITTEE. "Committee" means a committee of two or more "outside"
(within the meaning of Code Section 162(m)) members of the Board appointed to
administer the Amended and Restated Plan, as set forth in Section 7.1 hereof.

     2.8 COMMON STOCK. "Common Stock" means the Common Stock, $.0001 par value
of the Company, subject to adjustment pursuant to Section 4.2 hereof.

     2.9 CONTINUOUS SERVICE. "Continuous Service" means uninterrupted service as
an Officer, employee of the Company or of an Affiliated Company, member of the
Board (whether or not employed by the Company or an Affiliated Company), or
Service Provider. Continuous Service shall not be considered interrupted (unless
an Award otherwise specifies) in the case of: (i) any approved or
legally-mandated leave of absence, provided that such leave is for a period of
not more than 90 days, unless reemployment upon the expiration of such leave is
guaranteed by contract or statute, or unless provided otherwise pursuant to
Company policy; (ii) changes in status with the Company (including changes to
advisory or emeritus status); or (iii) in the case of transfers between
locations of the Company or between the Company, any Affiliated Company, or
their respective successors.

     2.10 DEFERRED SHARE. "Deferred Share" means a share of the Common Stock
credited under Section 6A.2 of this Amended and Restated Plan.

     2.11 DISABILITY. "Disability" means permanent and total disability as
defined in Section 22(e)(3) of the Code. The Administrator's determination of a
Disability or the absence thereof shall be conclusive and binding on all
interested parties.

     2.12 EFFECTIVE DATE. "Effective Date" means the date on which the Amended
and Restated Plan is adopted by the Board, as set forth on the first page
hereof.


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     2.13 EXERCISE PRICE. "Exercise Price" means the purchase price per share of
Common Stock payable upon exercise of an Option.

     2.14 FAIR MARKET VALUE. "Fair Market Value" on any given date means the
value of one share of Common Stock, determined as follows:

          (a) If the Common Stock is then listed or admitted to trading on a
     national stock exchange or a NASDAQ market system which reports closing
     sale prices, the Fair Market Value shall be the closing sale price on the
     date of valuation on the principal stock exchange or NASDAQ market system
     on which the Common Stock is then listed or admitted to trading, or, if no
     closing sale price is quoted on such day, then the Fair Market Value shall
     be the closing sale price of the Common Stock on such exchange or NASDAQ
     market system on the next preceding day for which a closing sale price is
     reported.

          (b) If the Common Stock is not then listed or admitted to trading on a
     national stock exchange or NASDAQ market system which reports closing sale
     prices, the Fair Market Value shall be the average of the closing bid and
     asked prices of the Common Stock in the over-the-counter market on the date
     of valuation.

          (c) If neither (a) nor (b) is applicable as of the date of valuation,
     then the Fair Market Value shall be determined by the Administrator in good
     faith using any reasonable method of evaluation, which determination shall
     be conclusive and binding on all interested parties.

     2.15 INCENTIVE OPTION. "Incentive Option" means any Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

     2.16 INCENTIVE OPTION AGREEMENT. "Incentive Option Agreement" means an
Option Agreement with respect to an Incentive Option.

     2.17 NASD DEALER. "NASD Dealer" means a broker-dealer that is a member of
the National Association of Securities Dealers, Inc.

     2.18 NONQUALIFIED OPTION. "Nonqualified Option" means any Option that is
not an Incentive Option. To the extent that any Option designated as an
Incentive Option fails in whole or in part to qualify as an Incentive Option,
including, without limitation, for failure to meet the limitations applicable to
a 10% Shareholder or because it exceeds the annual limit provided for in Section
5.6 below, it shall to that extent constitute a Nonqualified Option.

     2.19 NONQUALIFIED OPTION AGREEMENT. "Nonqualified Option Agreement" means
an Option Agreement with respect to a Nonqualified Option.

     2.20 OFFEREE. "Offeree" means a Participant to whom a Right to Purchase has
been offered or who has acquired Restricted Stock under the Amended and Restated
Plan.


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     2.21 OPTION. "Option" means any option to purchase Common Stock granted
pursuant to the Amended and Restated Plan.

     2.22 OPTION AGREEMENT. "Option Agreement" means the written agreement
entered into between the Company and the Optionee with respect to an Option
granted under the Amended and Restated Plan.

     2.23 OPTIONEE. "Optionee" means a Participant who holds an Option.

     2.24 PARTICIPANT. "Participant" means an individual or entity who holds an
Option, a Right to Purchase, Restricted Stock, or rights to Deferred Shares
under the Amended and Restated Plan.

     2.25 PURCHASE PRICE. "Purchase Price" means the purchase price per share of
Restricted Stock payable upon acceptance of a Right to Purchase.

     2.26 RESTRICTED STOCK. "Restricted Stock" means shares of Common Stock
issued pursuant to Article 6 hereof, subject to any restrictions and conditions
as are established pursuant to such Article 6.

     2.27 RIGHT TO PURCHASE. "Right to Purchase" means a right to purchase
Restricted Stock granted to an Offeree pursuant to Article 6 hereof.

     2.28 SERVICE PROVIDER. "Service Provider" means a consultant or other
person or entity who provides services to the Company or an Affiliated Company
and who the Administrator authorizes to become a Participant in the Amended and
Restated Plan.

     2.29 STOCK PURCHASE AGREEMENT. "Stock Purchase Agreement" means the written
agreement entered into between the Company and the Offeree with respect to a
Right to Purchase or a right to accrue Deferred Shares offered under the Amended
and Restated Plan.

     2.30 10% SHAREHOLDER. "10% Shareholder" means a person who, as of a
relevant date, owns or is deemed to own (by reason of the attribution rules
applicable under Section 424(d) of the Code) stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or of an
Affiliated Company.

                                   ARTICLE 3.

                                   ELIGIBILITY

     3.1 INCENTIVE OPTIONS. Officers and other employees of the Company or of an
Affiliated Company (including members of the Board if they are employees of the
Company or of an Affiliated Company) are eligible to receive Incentive Options
under the Amended and Restated Plan.

     3.2 NONQUALIFIED OPTIONS, RIGHTS TO PURCHASE, RESTRICTED STOCK, AND
DEFERRED SHARES. Officers and other employees of the Company or of an Affiliated
Company, members of the Board or of the board of directors of any Affiliated
Company (whether or not employed by


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the Company or an Affiliated Company), Service Providers, customers and
suppliers of the Company or of an Affiliated Company are eligible to receive
Nonqualified Options, Rights to Purchase, Restricted Stock, or Deferred Shares
under the Amended and Restated Plan.

     3.3 LIMITATION ON SHARES. In no event shall any Participant be granted
Options or Rights to Purchase pursuant to which the aggregate number of shares
of Common Stock that may be acquired thereunder exceeds the total number of
shares then available for grants under Section 4.1 hereof. In no event shall the
aggregate number of shares of Common Stock subject to Incentive Options exceed
2,000,000.

                                   ARTICLE 4.

                                   PLAN SHARES

     4.1 SHARES SUBJECT TO THE AMENDED AND RESTATED PLAN. A total of 2,000,000
shares of Common Stock, plus, on the date of each annual meeting of the
stockholders an additional 200,000 shares of Common Stock, may be issued under
the Amended and Restated Plan subject to adjustment as to the number and kind of
shares pursuant to Section 4.2 hereof. For purposes of this limitation, in the
event that (a) all or any portion of any Option or Right to Purchase granted or
offered under the Amended and Restated Plan can no longer under any
circumstances be exercised, or (b) any shares of Common Stock are reacquired by
the Company pursuant to an Incentive Option Agreement, Nonqualified Option
Agreement or Stock Purchase Agreement or (c) any shares of Restricted Stock or
Deferred Shares are forfeited for any reason, the shares of Common Stock
allocable to the unexercised portion of such Option or such Right to Purchase,
or the shares so reacquired of forfeited, shall again be available for grant or
issuance under the Amended and Restated Plan.

     4.2 CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding shares
of Common Stock are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company by reason of a recapitalization, stock split, combination of shares,
reclassification, stock dividend, or other change in the capital structure of
the Company, then appropriate adjustments shall be made by the Administrator to
the aggregate number and kind of shares subject to this Amended and Restated
Plan, and the number and kind of shares and the price per share subject to
outstanding Option Agreements, Rights to Purchase and Stock Purchase Agreements,
Restricted Stock, or Deferred Share Awards in order to preserve, as nearly as
practical, but not to increase, the benefits to Participants.

                                   ARTICLE 5.

                                     OPTIONS

     5.1 OPTION AGREEMENT. Each Option granted pursuant to this Amended and
Restated Plan shall be evidenced by an Option Agreement which shall specify the
number of shares subject thereto, the Exercise Price per share, and whether the
Option is an Incentive Option or Nonqualified Option. As soon as is practical
following the grant of an Option, an Option Agreement shall be duly executed and
delivered by or on behalf of the Company to the Optionee to whom such Option was
granted. Each Option Agreement shall be in such form and contain such additional
terms and conditions, not inconsistent with the provisions of this Amended and


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Restated Plan, as the Administrator shall, from time to time, deem desirable,
including, without limitation, the imposition of any rights of first refusal and
resale obligations upon any shares of Common Stock acquired pursuant to an
Option Agreement. Each Option Agreement may be different from each other Option
Agreement.

     5.2 EXERCISE PRICE. The Exercise Price per share of Common Stock covered by
each Option shall be determined by the Administrator, subject to the following:

          (a) the Exercise Price of an Option shall not be less than 100% of
     Fair Market Value on the date the Option is granted, and (b) if the person
     to whom an Incentive Option is granted is a 10% Shareholder on the date of
     grant, the Exercise Price shall not be less than 110% of Fair Market Value
     on the date the Incentive Option is granted.

          (b) the Exercise Price, for each Nonqualified Option granted pursuant
     to any program by which the Administrator or the Board allows a select
     Participant to receive Nonqualified Options in lieu of a bonus otherwise
     payable in cash, shall be reduced below Fair Market Value at the election
     of the Participant and in such dollar increment per Nonqualified Option as
     the Administrator determines in its discretion; provided that the aggregate
     Exercise Price reduction for the Nonqualified Options issued to such
     Participant shall equal the bonus that the Company would otherwise have
     paid in cash but for the Participant's election to defer compensation.

     5.3 PAYMENT OF EXERCISE PRICE. Payment of the Exercise Price shall be made
upon exercise of an Option and may be made, in the discretion of the
Administrator, subject to any legal restrictions, by: (a) cash; (b) certified or
official bank check, wire transfer, or the equivalent thereof acceptable to the
Company; (c) the surrender of shares of Common Stock owned by the Optionee that
have been held by the Optionee for at least six (6) months, which surrendered
shares shall be valued at Fair Market Value as of the date of such exercise; (d)
the Optionee's promissory note in a form and on terms acceptable to the
Administrator; (e) the cancellation of indebtedness of the Company to the
Optionee; (f) the waiver of compensation due or accrued to the Optionee for
services rendered; (g) provided that a public market for the Common Stock
exists, a "same day sale" commitment from the Optionee and an NASD Dealer
whereby the Optionee irrevocably elects to exercise the Option and to sell a
portion of the shares so purchased to pay for the Exercise Price and whereby the
NASD Dealer irrevocably commits upon receipt of such shares to forward the
Exercise Price directly to the Company; (h) provided that a public market for
the Common Stock exists, a "margin" commitment from the Optionee and an NASD
Dealer whereby the Optionee irrevocably elects to exercise the Option and to
pledge the shares so purchased to the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in the amount of the Exercise Price,
and whereby the NASD Dealer irrevocably commits upon receipt of such shares to
forward the Exercise Price directly to the Company; or (i) any combination of
the foregoing methods of payment or any other consideration or method of payment
as shall be permitted by applicable corporate law. In addition, where the
Committee provides written approval after investigating the associated financial
accounting consequences, the Committee may provide in an Option Agreement for
the payment of the Exercise Price on a cashless basis, by stating in the
exercise notice the number of shares of Common Stock the Optionee elects to
purchase pursuant to such exercise (in which case the Optionee shall receive a


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number of shares of Common Stock equal to the number the Optionee would have
received upon such exercise for cash less such number of shares of Common Stock
as shall then have a Fair Market Value in the aggregate equal to the Exercise
Price due in respect of such exercise). The Committee may, in its discretion and
for any reason, refuse to accept a particular form of consideration (other than
cash or a certified or official bank check) at the time of any Option exercise.

     5.4 TERM AND TERMINATION OF OPTIONS. The term and provisions for
termination of each Option shall be as fixed by the Administrator, but no
Incentive Option may be exercisable more than ten (10) years after the date it
is granted. An Incentive Option granted to a person who is a 10% Shareholder on
the date of grant shall not be exercisable more than five (5) years after the
date it is granted.

     5.5 VESTING AND EXERCISE OF OPTIONS. Each Option shall vest and become
exercisable in one or more installments at such time or times and subject to
such conditions, including without limitation the achievement of specified
performance goals or objectives, as shall be determined by the Administrator.

     5.6 ANNUAL LIMIT ON INCENTIVE OPTIONS. To the extent required for
"incentive stock option" treatment under Section 422 of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the Common Stock shall
not, with respect to which Incentive Options granted under this Amended and
Restated Plan and any other plan of the Company or any Affiliated Company become
exercisable for the first time by an Optionee during any calendar year, exceed
$100,000.

     5.7 NONTRANSFERABILITY OF OPTIONS. Except as otherwise provided by the
Administrator, no Incentive Option shall be assignable or transferable except by
will or the laws of descent and distribution, and during the life of the
Optionee shall be exercisable only by such optionee. Any other Award pursuant to
the Amended and Restated Plan shall be transferable only by will, the laws of
descent and distribution, or to an immediate family member of the optionee or a
trust for an immediate family member; provided that any transferee of such an
Award shall be subject to the terms of the original Award.

     5.8 RIGHTS AS SHAREHOLDER. An Optionee or permitted transferee of an Option
shall have no rights or privileges as a shareholder with respect to any shares
covered by an Option until such Option has been duly exercised and certificates
representing shares purchased upon such exercise have been issued to such
person.

                                   ARTICLE 6.

                               RIGHTS TO PURCHASE

     6.1 NATURE OF RIGHT TO PURCHASE. A Right to Purchase granted to an Offeree
entitles the Offeree to purchase shares of Common Stock subject to such terms,
restrictions and conditions as the Administrator may determine at the time of
grant ("Restricted Stock") provided, however, in no event shall the Purchase
Price for a Right to Purchase be less than 100% of Fair Market Value on the date
the Right to Purchase is granted. Such conditions may include, but are


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not limited to, continued employment or the achievement of specified performance
goals or objectives.

     6.2 ACCEPTANCE OF RIGHT TO PURCHASE. An Offeree shall have no rights with
respect to the Restricted Stock subject to a Right to Purchase unless the
Offeree shall have accepted the Right to Purchase within ten (10) days (or such
longer or shorter period as the Administrator may specify) following the grant
of the Right to Purchase by making payment of the full Purchase Price to the
Company in the manner set forth in Section 6.3 hereof and by executing and
delivering to the Company a Stock Purchase Agreement. Each Stock Purchase
Agreement shall be in such form, and shall set forth the Purchase Price and such
other terms, conditions and restrictions of the Restricted Stock, not
inconsistent with the provisions of this Amended and Restated Plan, as the
Administrator shall, from time to time, deem desirable. Each Stock Purchase
Agreement may be different from each other Stock Purchase Agreement.

     6.3 PAYMENT OF PURCHASE PRICE. Subject to any legal restrictions, payment
of the Purchase Price upon acceptance of a Right to Purchase Restricted Stock
may be made, in the discretion of the Administrator, by: (a) cash; (b) certified
or official bank check, wire transfer, or the equivalent thereof acceptable to
the Company; (c) the surrender of shares of Common Stock owned by the Offeree
that have been held by the Offeree for at least six (6) months, which
surrendered shares shall be valued at Fair Market Value as of the date of such
exercise; (d) the Offeree's promissory note in a form and on terms acceptable to
the Administrator; (e) the cancellation of indebtedness of the Company to the
Offeree; (f) the waiver of compensation due or accrued to the Offeree for
services rendered; or (g) any combination of the foregoing methods of payment or
any other consideration or method of payment as shall be permitted by applicable
corporate law.

     6.4 RIGHTS AS A SHAREHOLDER. Upon complying with the provisions of Section
6.2 hereof, an Offeree shall have the rights of a shareholder with respect to
the Restricted Stock purchased pursuant to the Right to Purchase, including
voting and dividend rights, subject to the terms, restrictions and conditions as
are set forth in the Stock Purchase Agreement. Unless the Administrator shall
determine otherwise, certificates evidencing shares of Restricted Stock shall
remain in the possession of the Company until such shares have vested in
accordance with the terms of the Stock Purchase Agreement.

     6.5 RESTRICTIONS. Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided in the Stock Purchase Agreement. In the event of
termination of a Participant's employment, service as a director of the Company
or Service Provider status for any reason whatsoever (including death or
disability), the Stock Purchase Agreement may provide, in the discretion of the
Administrator, that the Company shall have the right, exercisable at the
discretion of the Administrator, to repurchase (i) at the original Purchase
Price, any shares of Restricted Stock which have not vested as of the date of
termination, and (ii) at Fair Market Value, any shares of Restricted Stock which
have vested as of such date, on such terms as may be provided in the Stock
Purchase Agreement.

     6.6 VESTING OF RESTRICTED STOCK. The Stock Purchase Agreement shall specify
the date or dates, the performance goals or objectives which must be achieved,
and any other conditions on which the Restricted Stock may vest.


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     6.7 DIVIDENDS. If payment for shares of Restricted Stock is made by
promissory note, any cash dividends paid with respect to the Restricted Stock
may be applied, in the discretion of the Administrator, to repayment of such
note.

     6.8 NONASSIGNABILITY OF RIGHTS. No Right to Purchase shall be assignable or
transferable except by will or the laws of descent and distribution or as
otherwise provided by the Administrator.

     6.9 DEFERRAL ELECTIONS. The Participant may elect in accordance with
Article 6A.1 hereto, with the Committee's consent, to exchange Restricted Stock
for an equivalent Deferred Share Award under Article 6A hereto (or a deferred
compensation provision under another Company plan).

                                   ARTICLE 6A

                                 DEFERRED SHARES

     6A.1 DEFERRAL ELECTIONS. The Committee may permit employees of the Company
or of an Affiliated Company, members of the Board (whether or not employed by
the Company or an Affiliated Company), and Service Providers to irrevocably
elect to receive the credits described in Section 6A.2 below in lieu of fees,
salary, or other income from the Company that the Participant earns after the
election; provided that employees of the Company will only be permitted to make
deferral elections if the Committee determines they are members of a select
group of management or highly compensated employees (within the meaning of the
Employee Retirement Income Security Act of 1974). Any election pursuant to this
Section 6A.1 shall be made before the Participant becomes legally entitled to
the fees, salary, or other income being deferred; provided that (a) a deferral
election with respect to Restricted Stock of previously Deferred Shares must be
made more than 12 months before a Participant's Restricted Stock vests or
Deferred Shares are scheduled to be distributed to a Participant pursuant to
this Article 6A; and provided further that (b) the Committee will honor an
election made within 12 months of a scheduled vesting date (or distribution date
for Deferred Shares) if the Participant consents in the election to irrevocably
forfeit 5% of the Restricted Stock or Deferred Shares to which the Participant
would otherwise be entitled.

     6A.2 DEFERRED SHARE CREDITS AND EARNINGS. The Committee shall establish an
internal Amended and Restated Plan account for each Participant who makes an
election under Section 6A.1 hereto. At the end of each calendar year thereafter
(or such more frequent periods as the Committee may direct or approve), the
Committee shall credit the Participant's account with a number of Deferred
Shares having a Fair Market Value on that date equal to the compensation
deferred during the year, and any cash dividends paid during the year on
Deferred Shares previously credited to the Participant's account. The Committee
shall hold each Participant's Deferred Shares until distribution is required
pursuant to Section 6A.4 hereto.

     6A.3 RIGHTS TO DEFERRED SHARES. Except as provided in Section 6.9 hereto, a
Participant shall at all times be 100% vested in his or her right to any
Deferred Shares and any associated cash earnings. A Participant's right to
Deferred Shares shall at all times constitute an unsecured promise of the
Company to pay benefits as they come due.


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     6A.4 DISTRIBUTION OF DEFERRED SHARES AND EARNINGS. The Committee shall
distribute a Participant's Deferred Shares in five substantially equal annual
installments in real Shares commencing as of the first day of the calendar year
beginning after the Participant's Continuous Service terminates, provided that
the Committee will honor a Participant's election of a different time and manner
of distribution if the election is made on a form approved by the Committee
pursuant hereto. Fractional shares shall not be distributed, and instead shall
be paid out in cash.

     6A.5 HARDSHIP WITHDRAWALS. A Participant may apply to the Committee for an
immediate distribution of all or a portion of his or her Deferred Shares on
account of hardship. The hardship must result from a sudden and unexpected
illness or accident of the Participant or dependent, casualty loss of property,
or other similar conditions beyond the control of the Participant. School
expenses or residence purchases, for example, will not be considered hardships.
Distributions will not be made to the extent a hardship could be relieved
through insurance or by liquidation of the Participant's nonessential assets.
The amount of any distribution hereunder shall be limited to the amount
necessary to relieve the Participant's financial hardship. The determination of
whether a Participant has a qualifying hardship and the amount to be
distributed, if any, shall be made by the Committee in its discretion. The
Committee may require evidence of the purpose and amount of the need, and may
establish such application or other procedures as it deems appropriate.


                                   ARTICLE 7.

                           ADMINISTRATION OF THE PLAN

     7.1 ADMINISTRATOR. Authority to control and manage the operation and
administration of the Amended and Restated Plan shall be vested in the Board,
which may delegate such responsibilities in whole or in part to a committee
consisting of two (2) or more "outside" (within the meaning of Code Section
162(m)) members of the Board (the "Committee"). Members of the Committee may be
appointed from time to time by, and shall serve at the pleasure of, the Board.
As used herein, the term "Administrator" means the Board or, with respect to any
matter as to which responsibility has been delegated to the Committee, the term
Administrator shall mean the Committee.

     7.2 POWERS OF THE ADMINISTRATOR. In addition to any other powers or
authority conferred upon the Administrator elsewhere in the Amended and Restated
Plan or by law, the Administrator shall have full power and authority: (a) to
determine the persons to whom, and the time or times at which, Incentive Options
or Nonqualified Options shall be granted and Rights to Purchase and the
opportunity to accrue Deferred Shares shall be offered, the number of shares to
be represented by each Option and Right to Purchase and the consideration to be
received by the Company upon the exercise thereof; (b) to interpret the Amended
and Restated Plan; (c) to create, amend or rescind rules and regulations
relating to the Amended and Restated Plan; (d) to determine the terms,
conditions and restrictions contained in, and the form of, Option Agreements and
Stock Purchase Agreements; (e) to determine the identity or capacity of any
persons who may be entitled to exercise a Participant's rights under any Option
or Right to Purchase under the Amended and Restated Plan; (f) to correct any
defect or supply any omission or reconcile any inconsistency in the Amended and
Restated Plan or in any Option Agreement or Stock Purchase Agreement; (g) to
accelerate the vesting of any Option or release or waive any repurchase rights
of the Company with respect to


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Restricted Stock; (h) to extend the exercise date of any Option or acceptance
date of any Right to Purchase; (i) to provide for rights of first refusal and/or
repurchase rights; (j) to amend outstanding Option Agreements and Stock Purchase
Agreements to provide for, among other things, any change or modification which
the Administrator could have provided for upon the grant of an Option or Right
to Purchase or in furtherance of the powers provided for herein; and (k) to make
all other determinations necessary or advisable for the administration of the
Amended and Restated Plan, but only to the extent not contrary to the express
provisions of the Amended and Restated Plan. Notwithstanding the foregoing, or
anything to the contrary contained herein, the Administrator may not in any
event (i) modify any Option to reduce the exercise price of such Option below
100% of Fair Market Value on the date the Option was granted; or (ii) modify any
Right to Purchase to reduce the Purchase Price of such Right to Purchase below
100 % of Fair Market Value on the date the Right to Purchase was granted; or
(iii) modify or otherwise credit a Participant's account with Deferred Shares in
addition to the number of Deferred Shares initially credited to such account
based on the Fair Market Value on the date of such initial credit and the
compensation amount deferred by such Participant. Any action, decision,
interpretation or determination made in good faith by the Administrator in the
exercise of its authority conferred upon it under the Amended and Restated Plan
shall be final and binding on the Company and all Participants.

     7.3 LIMITATION ON LIABILITY. No employee of the Company or member of the
Board or Committee shall be subject to any liability with respect to duties
under the Amended and Restated Plan unless the person acts fraudulently or in
bad faith. To the extent permitted by law, the Company shall indemnify each
member of the Board or Committee, and any employee of the Company with duties
under the Amended and Restated Plan, who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed proceeding, whether
civil, criminal, administrative or investigative, by reason of such person's
conduct in the performance of duties under the Amended and Restated Plan.

                                   ARTICLE 8.

                                CHANGE IN CONTROL

     8.1 CHANGE IN CONTROL. In order to preserve a Participant's rights in the
event of a Change in Control of the Company, (i) the time period relating to the
exercise or realization of all outstanding Options, Rights to Purchase and
Restricted Stock shall automatically accelerate immediately prior to the
consummation of such Change in Control, and (ii) with respect to Options, Rights
to Purchase, or Deferred Shares the Administrator in its discretion may, at any
time an Option, Right to Purchase, or Deferred Share Award is granted, or at any
time thereafter, take one or more of the following actions: (A) provide for the
purchase or exchange of each Option or Right to Purchase for an amount of cash
or other property having a value equal to the difference, or spread, between (x)
the value of the cash or other property that the Participant would have received
pursuant to such Change in Control transaction in exchange for the shares
issuable upon exercise of the Option or Right to Purchase had the Option or
Right to Purchase been exercised immediately prior to such Change in Control
transaction and (y) the Exercise Price of such Option or the Purchase Price
under such Right to Purchase, (B) adjust the terms of the Options, Rights to
Purchase, or Deferred Shares in a manner determined by the Administrator to
reflect the Change in Control, (C) cause the Options, Rights to Purchase, or
Deferred Shares to be assumed, or new rights substituted therefor, by another
entity, through the continuance of the Amended and Restated Plan and the
assumption of outstanding Options, Rights to Purchase, or


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Deferred Shares, or the substitution for such Options, Rights to Purchase, and
Deferred Shares of new options, new rights to purchase or new deferred shares of
comparable value covering shares of a successor corporation, with appropriate
adjustments as to the number and kind of shares and Exercise Prices, in which
event the Amended and Restated Plan and such Options, Rights to Purchase, or
Deferred Shares, or the new options, rights to purchase and deferred shares
substituted therefor, shall continue in the manner and under the terms so
provided, or (D) make such other provision as the Administrator may consider
equitable. If the Administrator does not take any of the forgoing actions, all
Options, Rights to Purchase, or Deferred Shares shall terminate upon the
consummation of the Change in Control, unless the Common Stock remains listed or
admitted to trading on a national stock exchange or a NASDAQ market system. The
Administrator shall cause written notice of the proposed Change in Control
transaction to be given to all Participants not less than fifteen (15) days
prior to the anticipated effective date of the proposed transaction.

                                   ARTICLE 9.

                      AMENDMENT AND TERMINATION OF THE PLAN

     9.1 AMENDMENTS. The Board may from time to time alter, amend, suspend or
terminate the Amended and Restated Plan in such respects as the Board may deem
advisable, provided however, no such amendment shall be made without the
approval of the Company's stockholders to the extent such approval is required
by law or agreement or if such amendment would:

     (i)    materially increase the benefits accruing to the Participants;

     (ii)   increase the number of shares of Common Stock available for issuance
            under the Amended and Restated Plan;

     (iii)  materially modify the requirements for eligibility to participate in
            the Amended and Restated Plan;

     (iv)   permit the grant of any Award at an exercise price or purchase price
            below 100% of Fair Market Value on the date of grant; or

     (v)    allow for the modification of any outstanding Award to reduce the
            exercise price or the purchase price of such Award below 100% of
            Fair Market Value on the date of grant of such Award.

The Board may alter or amend the Amended and Restated Plan to comply with
requirements under the Code relating to Incentive Options or other types of
options which give Optionees more favorable tax treatment than that applicable
to Options granted under this Amended and Restated Plan as of the date of its
adoption. Upon any such alteration or amendment, any outstanding Option granted
hereunder may, if the Administrator so determines and if permitted by applicable
law, be subject to the more favorable tax treatment afforded to an Optionee
pursuant to such terms and conditions.

     9.2 AMENDED AND RESTATED PLAN TERMINATION. Unless the Amended and Restated
Plan shall theretofore have been terminated, the Amended and Restated Plan shall
terminate on the tenth (10th) anniversary of the Effective Date and no Options,
Rights to Purchase, or Deferred Shares may be granted under the Amended and
Restated Plan thereafter, but Option Agreements, Stock Purchase Agreements and
Rights to Purchase then outstanding shall continue in effect in accordance with
their respective terms.


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<PAGE>   13

                                   ARTICLE 10.

                                 TAX WITHHOLDING

     10.1 WITHHOLDING. The Company shall have the power to withhold, or require
a Participant to remit to the Company, an amount sufficient to satisfy any
applicable Federal, state, and local tax withholding requirements with respect
to any Options exercised or Restricted Stock or Deferred Share issued under the
Amended and Restated Plan. To the extent permissible under applicable tax,
securities and other laws, the Administrator may, in its sole discretion and
upon such terms and conditions as it may deem appropriate, permit a Participant
to satisfy his or her obligation to pay any such tax, in whole or in part, up to
an amount determined on the basis of the highest marginal tax rate applicable to
such Participant, by (a) directing the Company to apply shares of Common Stock
to which the Participant is entitled as a result of the exercise of an Option or
as a result of the purchase of or lapse of restrictions on Restricted Stock or
(b) delivering to the Company shares of Common Stock owned by the Participant.
The shares of Common Stock so applied or delivered in satisfaction of the
Participant's tax withholding obligation shall be valued at their Fair Market
Value as of the date of measurement of the amount of income subject to
withholding.

                                   ARTICLE 11.

                                  MISCELLANEOUS

     11.1 BENEFITS NOT ALIENABLE. Other than as provided above, benefits under
the Amended and Restated Plan may not be assigned or alienated, whether
voluntarily or involuntarily. Any unauthorized attempt at assignment, transfer,
pledge or other disposition shall be without effect.

     11.2 NO ENLARGEMENT OF EMPLOYEE RIGHTS. This Amended and Restated Plan is
strictly a voluntary undertaking on the part of the Company and shall not be
deemed to constitute a contract between the Company and any Participant to be
consideration for, or an inducement to, or a condition of, the employment of any
Participant. Nothing contained in the Amended and Restated Plan shall be deemed
to give the right to any Participant to be retained as an employee of the
Company or any Affiliated Company or to limit the right of the Company or any
Affiliated Company to discharge any Participant at any time.

     11.3 APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of Common Stock pursuant to Option Agreements and Stock Purchase
Agreements, except as otherwise provided herein, will be used for general
corporate purposes.


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