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                                                                  Exhibit 10(c)

                              QUIXOTE CORPORATION
                1993 LONG-TERM STOCK OWNERSHIP INCENTIVE PLAN
                           As Amended August 16, 2000

         THE PLAN. Quixote Corporation, a Delaware corporation (the "Company"),
hereby amends and restates the substantive provisions of the Quixote Corporation
1991 Incentive Stock Option Plan (the "1991 Plan"), to establish the Quixote
Corporation 1993 Long-Term Stock Ownership Incentive Plan as set forth herein
and as may from time to time be amended (the "Plan"), in order to add provisions
which will provide the Company with the ability to provide its senior executives
with stock-based retirement benefits linked to increases in the value of the
Company's Stock. The Plan is effective as of June 30, 1993 subject to the
approval by a majority of the stockholders at the first annual meeting of
stockholders held after the Effective Date. Until such time as stockholder
approval of the Plan is obtained, the 1991 Plan will continue to exist and
operate independently of the Plan. Options granted and outstanding under the
1991 Plan following stockholder approval of the Plan shall be governed by the
provisions of the Plan. Nothing in this Plan is intended to, or shall be deemed
to, modify, amend or alter any of the rights and benefits of holders of options
granted under the 1991 Plan or provide any additional benefits to such holders.

1.       PURPOSE

         The purposes of the Plan are to encourage selected employees of the
Company and its Subsidiaries who are capable of having an impact on the
performance of the Company to acquire a long-term proprietary interest in the
growth and performance of the Company, to generate an increased incentive to
contribute to the Company's future success and prosperity (thus enhancing the
value of the Company for the benefit of its stockholders), and to enhance the
ability of the Company and its Subsidiaries to attract and retain qualified
individuals upon whom the sustained progress, growth, and profitability of the
Company depend. It is further intended that options issued pursuant to this Plan
shall constitute "incentive stock options" within the meaning of Sec. 422A of
the Internal Revenue Code (such options are referred to herein as "Incentive
Stock Options"). In the event that stock options granted pursuant to this Plan
do not satisfy the requirements specified under Internal Revenue Code Sec. 422A,
such options shall be "nonqualified stock options."

2.       DEFINITIONS

         As used in the Plan, terms defined immediately after their use shall
have the respective meanings provided by such definitions and the terms set
forth below shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

(a)      "Affiliate" is a person that directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with
the Company.

(b)      "Award" means options, Retirement Stock Awards or Retirement Cash
Awards granted under the Plan.

(c)      "Award Agreement" has the meaning specified in Section 4(b)(v).

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

(e)      "Code" means the Internal Revenue Code of 1986, as amended. References
to a particular section of the Code shall include references to successor
provisions.

(f)      "Committee" means the committee of the Board appointed pursuant to
Section 4.

(g)      "Company" has the meaning set forth in the introductory paragraph.

(h)      "Current Market Price" of the Stock means at any date the last reported
sales price determined in the regular way or, in case no such reported sales
takes place on such day, the average of the last reported bid and asked prices
determined in the regular way, in either case on the principal national
securities exchange on which the Stock is admitted to trading or listed, or if
not listed or admitted to trading on any national securities exchange, the
average of the closing bid and asked prices as reported by NASDAQ or other
similar organization if NASDAQ is no longer reporting such information, or if
not so available, the fair market price as determined by the Board.

(i)      "Disability" means, as relates to the exercise of an Incentive Stock
Option after termination of employment, a disability within the meaning of
Section 22(e)(3) of the Code, and for all other purposes, a mental or physical
condition which, in the opinion of the Committee, renders a Grantee unable or
incompetent to carry out the job responsibilities which such Grantee held or the
tasks to which such Grantee was assigned at the time the disability was
incurred, and which is expected to be permanent or for an indefinite duration
exceeding one year.

(j)      "Effective Date" means June 30, 1993; provided that the Plan and any
Retirement Awards granted prior to the 1993 annual meeting of the Company's
stockholders are subject to approval of the Plan by the stockholders at such
annual meeting.

(k)      "Grant Date" means the date on which the Committee grants the Award or
such later date as specified in advance by the Committee; provided however, that
references to the Grant Date of an option under this Plan shall, with respect to
options granted under the 1991 Plan prior to stockholder approval of the Plan,
refer to the date of grant of such option under the 1991 Plan.

(l)      "Grantee" means an individual who has been granted an Award.

(m)      "Including" or "includes" means "including, without limitation," or
"includes, without limitation."

(n)      "1934 Act" means the Securities Exchange Act of 1934, as amended.
References to a particular section of, or rule under, the 1934 Act shall include
references to successor provisions.

(o)      "Option Price" means the per share purchase price of Stock subject to
an option.

(p)      "Plan" has the meaning set forth in the introductory paragraph.


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(q)      "Retirement" means a termination of employment with the Company and its
Subsidiaries any time after attaining age 60.

(r)      "SEC" means the Securities and Exchange Commission.

(s)      "Section 16 Grantee" means a person subject to potential liability
under Section 16(b) of the 1934 Act with respect to transactions involving
equity securities of the Company.

(t)      "Stock" means the common stock of the Company, $0.01-2/3 par value.

(u)      "Subsidiary" means (i) with respect to Incentive Stock Options, a
corporation as defined in Section 424(f) of the Code with the Company being
treated as the employer corporation for purposes of this definition, and (ii)
for all other purposes any entity in which the Company directly or through
intervening subsidiaries owns at least a majority interest of the total combined
voting power or value of all classes of stock or, in the case of an
unincorporated entity, at least a majority in the capital and profits.

(v)      "10% Owner" means a person who owns stock (including stock treated as
owned under Section 424(d) of the Code) possessing more than 10% of the total
combined voting power of all classes of stock of the Company.

3.   SCOPE OF THE PLAN

(a)      An aggregate of One Million Eight Hundred and Ninety-Five Thousand
(1,895,000) shares of Stock are hereby made available and reserved for delivery
on account of Awards and the exercise of Awards, with One Million Five Hundred
and Forty-Five Thousand (1,545,000) shares of Stock being made available and
reserved for delivery on account of options and Three Hundred Fifty Thousand
(350,000) shares of stock being made available and reserved for delivery on
account of Retirement Stock Awards. The limitations established by the preceding
sentences shall be subject to adjustment as provided in Section 18 of the Plan.

         Such shares may be treasury shares, newly issued shares, or shares
purchased on the open market (including private purchases) in accordance with
applicable securities laws, or any combination of the foregoing, as may be
determined from time to time by the Board or the Committee.

         (b)      To the extent an Award shall expire or terminate for any
reason without having been exercised in full (including a cancellation and
re-grant of an option), or shall be forfeited, without, in either case, the
Grantee having enjoyed any of the benefits of Stock ownership (other than voting
rights or dividends that are also forfeited), the shares of Stock (including
Retirement Stock) associated with such Award shall become available for other
Awards.

(c)      For purposes of this Section 3,

(i)      The aggregate number of shares covered by a Retirement Award Agreement
shall be counted on the Grant Date of such Award (without respect to the timing
of the Company's obligation to issue and deliver such shares) against


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the aggregate number of shares of Stock available for granting Retirement Stock
Awards under the Plan; and

(ii)     the shares of Stock underlying outstanding options (without respect to
any vesting schedule) shall be counted while the Award is outstanding against
the aggregate number of shares of Stock available for granting Awards under the
Plan; and

(iii)    in the event of a stock-for-stock exercise of an option, the gross
number of shares of Stock subject to the option exercised, not the net number of
shares actually issued upon exercise shall be counted against the aggregate
number of shares of Stock available for granting Awards under the Plan.

         4.       ADMINISTRATION

                  (a)      Subject to Section 4(b), the Plan shall be
administered by a committee ("Committee") which shall consist of not less than
three persons who are Directors of the Company and who are not employees of the
Company. Membership on the Committee shall be subject to such other limitations
as the Board deems appropriate to permit transactions in Stock pursuant to the
Plan to be exempt from liability under Section 16(b) of the 1934 Act pursuant to
Rule 16b-3 thereunder. Unless the Board adopts a resolution naming other
individuals to serve on the Committee, the Committee shall consist of all
Directors of the Company who are not employees of the Company. The Board may
from time to time remove members from, or add members to the Committee.
Vacancies on the Committee, however caused, shall be filled by the Board. The
Committee shall select one of its members as Chairman, and shall hold meetings
at such times and places as it may determine. A majority of the Committee at
which a quorum is present, or acts approved in writing by all of the members of
the Committee, shall be the valid acts of the Committee. No member of the
Committee shall be eligible to receive any grant of any Awards under this Plan.

                  (b)      The Committee, unless otherwise determined by the
Board, shall have full and final authority, in its discretion, but subject to
the express provisions of the Plan, as follows:

                           (i)      to grant Awards;

                           (ii)     to determine (A) when Awards may be granted,
and (B) whether or not specific Awards shall be identified with other specific
Awards, and if so, whether they shall be exercisable cumulatively with or
alternatively to such other specific Awards;

                           (iii)    to interpret the Plan and to make all
determinations necessary or advisable for the administration of the Plan;

                           (iv)     to prescribe, amend, and rescind rules and
regulations relating to the Plan, including rules with respect to the
exercisability and non-forfeitability of Awards upon the termination of
employment of a Grantee;

                           (v)      to determine the terms and provisions and
any restrictions or conditions (including specifying such performance criteria
as the Committee deems appropriate, and imposing restrictions with respect to
Stock acquired upon exercise of an option or Retirement Award, which


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restrictions may continue beyond the Grantee's termination of employment) of the
written agreements by which all Awards shall be evidenced ("Award Agreements")
which need not be identical and, with the consent of the Grantee where required
by contract law, to modify any such Award Agreement at any time;

                           (vi)     to impose, incidental to an Award,
conditions with respect to competitive employment or other activities, to the
extent such conditions do not conflict with the Plan;

                           (vii)    to accelerate the exercisability of, and to
accelerate or waive any or all of the restrictions and conditions applicable to
any Award or any group of Awards;

                           (viii)   subject to Section 6(c), to extend the time
during which any Award or group of Awards may be exercised;

                           (ix)     to make such adjustments or modifications to
Awards to Grantees working outside the United States as are necessary and
advisable to fulfill the purposes of the Plan which are not in conflict with the
Plan; and

                           (x)      to impose such additional conditions,
restrictions, and limitations upon the grant, exercise or retention of Awards as
the Committee may, before or concurrently with the grant thereof, deem
appropriate, including requiring simultaneous exercise of related identified
Awards, and limiting the percentage of Awards which may from time to time be
exercised by a Grantee.

         The determination of the Committee on all matters relating to the Plan
or any Award Agreement shall be conclusive and final. No member of the Committee
or the Board shall be liable for any action or determination made in good faith
with respect to the Plan or any Award.

                  (c)      The Board may, in its discretion, reserve to itself
or delegate to another committee of the Board, any or all of the authority and
responsibility of the Committee with respect to Awards to Grantees who are not
Section 16 Grantees at the time any such delegated authority or responsibility
is exercised. Such other committee may consist of two or more Directors who may,
but need not be, officers or employees of the Company or of any of its
Subsidiaries. To the extent that the Board has reserved to itself or delegated
to such other committee the authority and responsibility of the Committee, all
references to the Committee in the Plan shall be to the Board or such other
committee.

         5.       ELIGIBILITY

         Awards may be granted to any key employee (including any officer) of
the Company or any of its Subsidiaries; provided, however, that Retirement
Awards may be granted only to executive officers of the Company or its
Subsidiaries who have completed 10 years of continuous service for the Company
or its Subsidiaries; provided further that the Committee may, under appropriate
circumstances and in its discretion, waive the requirement of ten years
continuous service for a particular executive officer. In selecting the
individuals to whom Awards may be granted, as well as in determining the number
of shares of Stock subject to, and the other terms and conditions


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applicable to, each Award, the Committee shall take into consideration such
factors as it deems relevant in promoting the purposes of the Plan.

         6.       TERMS AND CONDITIONS OF OPTION GRANTS

         Stock options granted by the Committee pursuant to the Plan shall be
evidenced by Award Agreements in such form as the Committee shall from time to
time approve, which agreements shall comply with and be subject to the following
terms and conditions:

                  (a)      Each option shall state the number of shares to which
it pertains.

                  (b)      The Option Price of any option shall not be less than
100% of the Current Market Price of the Stock on the business day immediately
preceding the Grant Date.

                  (c)      Any option granted under this Plan may be considered
a Incentive Stock Option to the extent that it:

                           (i)      shall only be granted to individuals who are
employed by the Company or any of its Subsidiaries on the Grant Date;

                           (ii)     shall not be granted to a 10% Owner unless
the Option Price is at least 110% of the Current Market Price of the Stock
subject to such option on the Grant Date and shall be exercisable for a period
of not more than five (5) years from the Grant Date;

                           (iii)    except as provided in (ii) above, shall be
exercisable for a period of not more than 10 years from the Grant Date, and
shall be subject to earlier termination as provided herein or in the applicable
Award Agreement;

                           (iv)     shall not have an aggregate fair market
value (determined for each Incentive Stock Option at its Grant Date) of Stock
with respect to which Incentive Stock Options are exercisable for the first time
by such Grantee during any calendar year (under the Plan and any other employee
stock option plan of the Grantee's employer or any parent or Subsidiary thereof
determined in accordance with the provisions of Section 422 of the Code), which
exceeds $100,000; and

                           (v)      shall require the Grantee to notify the
Company of any disposition of any Stock issued pursuant to the exercise of the
Incentive Stock Option under the circumstances described in Section 421(b) of
the Code (relating to certain disqualifying dispositions), within 10 days of
such disposition.

         Subject to the foregoing, the Committee shall have full authority and
discretion in fixing the Option Price and the terms and conditions of the option
Awards and shall be fully protected in doing so.

                  (d)      All options shall be granted on or before August 19,
2001.

                  (e)      Options shall not be assignable or transferable other
than by will or the laws of descent and distribution and may be exercised during


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the Grantee's lifetime only by the Grantee; provided, however, that the Grantee
may, to the extent provided in the Plan in any manner specified by the
Committee, designate in writing a beneficiary to exercise his/her option after
the Grantee's death.

                  (f)      Subject to Section 4(b)(vii) and such terms and
conditions as the Committee may impose, each option shall be exercisable in one
or more installments. Each option shall be exercised by delivery to the Company
of written notice of intent to purchase a specific number of shares of Stock
subject to the option. The Option Price of any shares of Stock as to which an
option shall be exercised shall be paid in full at the time of the exercise.
Payment may, at the election of the Grantee, be made in any one or any
combination of the following:

                           (i)      United States dollars in cash or by check;

                           (ii)     Stock held by the Grantee for at least 6
months prior to exercise of the option, valued at its Current Market Price on
the date of written notice of optionee's election to exercise the option; or

                           (iii)    with the approval of the Committee, shares
of Retirement Stock held by the Grantee for at least 6 months prior to exercise
of the option, valued at the Current Market Price of a share of Stock on the
date of exercise.

                  (g)      Except as expressly provided in this Plan or the
Award Agreement, no option may be exercised prior to twelve months from its
Grant Date. Subject to the right of cumulation provided in the next sentence of
this Section 6(g), each option shall be exercisable to the extent provided for
in the Award Agreement as determined by the Committee in its discretion. To the
extent not exercised, installments shall accumulate and be exercisable, in whole
or in part, in any subsequent period, prior to the expiration of the term
described in the Award Agreement, provided that no option may be exercised more
than ten years from its Grant Date. Notwithstanding the preceding sentence, in
the event that the optionee is a 10% Owner (determined on the Grant Date) of the
Company, no option intended to qualify as an Incentive Stock Option may be
exercised more than five years from the date it is granted. During the lifetime
of the optionee, the option shall be exercisable only by him and shall not be
assignable or transferable by him and no other person shall acquire any rights
therein.

                  (h)      In the event that an optionee shall cease to be
employed by the Company for any reason other than his death, Disability, or
Retirement, subject to the condition that no option shall be exercisable after
the expiration of ten years from its Grant Date (five years for an option which
is intended to qualify as an Incentive Stock Option that is granted to a 10%
Owner on the Grant Date), such optionee may, at the discretion of the Committee,
be granted the right to exercise the option at any time within thirty (30) days
after such termination of employment to the extent his right to exercise such
option had not expired pursuant to Section 6(g) of this Plan, had vested and had
not previously been exercised; provided, however, that if the employment of the
optionee is terminated by the Company or any of its Subsidiaries for cause,
fraud, breach of fiduciary duty, or other dishonesty, the optionee's rights to
exercise the option otherwise provided herein shall expire on the last day of
his employment. Whether authorized leave of absence


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or absence for military or governmental service, or any other reason, shall
constitute termination of employment, for the purposes of the Plan, shall be
determined by the Committee, which determination shall be final and conclusive.

                  (i)      (i) In the event an optionee terminates his
employment with the Company or any Subsidiary because of a Disability, the
Disabled optionee or a lawfully appointed custodian thereof may exercise an
option granted pursuant to this Plan for a period of twelve months from the date
of termination of employment to the extent his right to exercise such option had
not expired pursuant to Section 6(g) of this Plan and had not previously been
exercised at the date of such termination.

                           (ii)     If the employment of an optionee with the
Company or any Subsidiary is terminated by reason of the optionee's Retirement
and the optionee has been in the employ of either the Company or a Subsidiary
continuously from the date such option was granted until such Retirement (except
for leaves of absence approved in writing by the President of the Company or the
President of the Subsidiary for which the optionee works), the entire
unexercised portion of such option may be exercised by the optionee at any time
or times in whole or in part during the three-month period after such retirement
to the extent that such three-month period is included in the remainder of such
option's term.

                  (j)      If the optionee shall die while in the employ of the
Company or any Subsidiary and shall not have fully exercised the option, the
unexercised portion of an option may be exercised at any time within one year
after the optionee's death by the executors or administrators of the optionee or
by any person or persons who shall have acquired the option directly from the
optionee by bequest or inheritance, subject to the condition that no option
shall be exercisable after the expiration of ten years from its Grant Date (five
years for an optionee under an Incentive Stock Option who is a 10% Owner on the
Grant Date).

                  No option shall be transferable by the optionee otherwise than
by will or the laws of descent and distribution.

         7.       TERMS AND CONDITIONS OF RETIREMENT AWARDS

         Grants of Stock and cash Awards intended to fund retirement benefits
for senior executives (the "Retirement Stock Awards" and "Retirement Cash
Awards" (each more fully described below), respectively, and collectively the
"Retirement Awards") pursuant to the Plan shall be authorized by the Committee
and shall be evidenced by agreements in such form as the Committee shall from
time to time approve (each a "Retirement Award Agreement"), which agreements
shall comply with and be subject to the following terms and conditions:

                  (a)      The Committee may grant Retirement Awards to any
individual eligible under Section 5 to receive such Retirement Awards.

                  (b)      The Committee shall, in its discretion, determine the
amount, if any, that a Grantee shall pay for shares of Retirement Stock. Awards
shall be granted for no cash consideration or for such minimal cash
consideration as may be required by applicable law. If any such cash
consideration is required, payment shall be made in full by the Grantee before


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the delivery of the shares and in any event no later than 10 days after the
Grant Date for such shares. In the discretion of the Committee and to the extent
permitted by law, payment may also be made in accordance with Section 11.

                  (c)      Each Retirement Award Agreement shall state the
number of shares of Stock and the amount of cash to which it pertains.

                  (d)      The Retirement Award Agreement shall provide for an
aggregate Award of Retirement Stock which the Company will agree to issue and
deliver to the Grantee. Such Retirement Stock Award will be issued and delivered
to the Grantee in equal annual installments commencing with the Grant Date and
continuing over a period of years to be determined by the Committee and set
forth in the Retirement Award Agreement, subject to the requirement that the
Grantee be employed by the Company or any Subsidiary on the last day of the
fiscal year in which Retirement Stock is issued and delivered; provided however,
the Retirement Award Agreement may include a provision which excepts from this
requirement the Grantee's death, disability or other involuntary termination of
employment (excluding for cause) which occurs during the same fiscal year.
Unless otherwise provided in the Agreement, the Retirement Award Agreement will
have an initial term of five (5) years. In its discretion, the Committee may
provide that the term of a Retirement Award Agreement be automatically extended
for additional one-year periods until the Company gives the Grantee notice of
its intention not to extend the Agreement at the end of its then-current term.

                  (e)      The Grantee may not sell, transfer, pledge,
hypothecate, or otherwise transfer any shares of Retirement Stock he or she
receives under the Plan during any period in which he or she is employed by the
Company or any Subsidiary; provided, however, that following the earlier of (i)
termination of the employment of the Grantee with the Company or any Subsidiary
or (ii) the Grantee's attainment of normal retirement age (whether or not
Grantee actually retires), all such restrictions with respect to Retirement
Stock which has been issued and delivered to such Grantee prior to such time
shall terminate. Notwithstanding the above, no Grantee may sell, transfer,
pledge, hypothecate any shares of Retirement Stock he or she receives during the
six months immediately following the later of Grant Date or the date the Plan is
approved by the Company's stockholders unless the Grantee dies before the
expiration of the six month period. Each share of Retirement Stock subject to
such restrictions shall bear an appropriate legend specifying that such share is
non-transferable and subject to the restrictions set forth in the Plan and the
Retirement Award Agreement. When all applicable restrictions have ended, the
Company shall cause certificates for such shares to be issued or reissued
without such legend.

                  (f)      In connection with any Retirement Stock Award, the
Committee may grant cash bonus awards ("Retirement Cash Awards") to Grantees
solely in order to, and in an amount it determines will, cover the federal and
state income tax liability, and any other tax liability, to the Grantee, created
by, or arising in connection with, the receipt of the Retirement Award by the
Grantee. The Retirement Award Agreement shall provide that Retirement Cash
Awards will be calculated annually at the time of the issuance of an annual
installment of Retirement Stock to which the Retirement Cash Award relates by
using the same maximum marginal federal and state income tax percentage which
was used in the prior year and the Current Market Price of the Retirement


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Stock being issued in such year on the date of such issuance (unless the
Committee approves an adjustment to that formula).

                  (g)      The Retirement Award shall be issued and delivered to
the Grantee in accordance with the terms set forth in the Retirement Award
Agreement; provided, however, that the Company shall have no obligation to issue
or deliver any Retirement Award under a Retirement Award Agreement to any
Grantee following (i) the termination of his employment with the Company or its
Subsidiaries or (ii) any breach of the Grantee's obligations under the
Retirement Award Agreement.

                  (h)      Any other provision of the Plan or the Retirement
Award Agreement to the contrary notwithstanding, the Committee may at any time
remove or limit any restrictions, if it determines that conditions, including
but not limited to, changes in the economy, changes in competitive conditions,
changes in laws or government regulations, changes in generally accepted
accounting principles, changes in the Company's accounting policies,
acquisitions or dispositions, or the occurrence of other unusual, unforseen, or
extraordinary events, so warrant.

                  (i)      Notwithstanding the fact that the Company delivers
notice of its intention not to extend the term of a Retirement Award Agreement
at the end of its then current term (if such Agreement provides for such a
notice), the Company shall remain obligated to issue and deliver all scheduled
annual Retirement Awards in accordance with the Retirement Award Agreement.

         8.       NOTIFICATION UNDER CODE SECTION 83(b)

         The Committee may, on the Grant Date or any later date, prohibit a
Grantee from making the election described in this Section 8. If the Committee
has not prohibited such Grantee from making such election, and the Grantee, in
connection with the exercise of any option or the grant of Retirement Stock,
makes the election permitted under Section 83(b) of the Code (i.e., an election
to include in such Grantee's gross income in the year of transfer the amounts
specified in Section 83(b) of the Code), such Grantee shall notify the Company
of such election within 10 days of filing notice of the election with the
Internal Revenue Service, in addition to any filing and notification required
pursuant to regulations issued under the authority of Section 83(b) of the Code.

         9.       MANDATORY WITHHOLDING OF TAXES

                  (a)      Whenever under the Plan, cash or shares of Stock are
to be delivered upon exercise or payment of an Award or any other event occurs
which subjects the Grantee to income taxes with respect to rights and benefits
hereunder, the Company shall be entitled to require as a condition of delivery
of the Award (i) that the Grantee remit an amount sufficient to satisfy all
federal, state, and local withholding tax requirements related thereto, (ii) the
withholding of such sums from compensation otherwise due to the Grantee or from
any shares of Stock due to the Grantee under the Plan, or (iii) any combination
of the foregoing.

                  (b)      If any disqualifying disposition described in Section
6(c)(v) is made with respect to shares of Stock acquired by exercising an
Incentive Stock Option granted pursuant to the Plan or any election described


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in Section 8 is made, then the person making such disqualifying disposition or
election shall remit to the Company an amount sufficient to satisfy all federal,
state, and local withholding taxes thereby incurred; provided that, in lieu of
or in addition to the foregoing, the Company shall have the right to withhold
such sums from compensation otherwise due to the Grantee or from any shares of
Stock due to the Grantee under the Plan.

         10.      LOANS

         With the approval of the Committee, the Grantee may borrow from the
Company all or any portion of the funds needed to pay the Option Price or to pay
for Retirement Stock on such terms and conditions as the Committee deems
appropriate, provided that (i) the interest rate for any such loan by the
Company shall not be less than the "applicable federal rate" (as defined by Code
Section 1274(d)(1)(A)) in effect on the date of such loan or any other rate as
necessary to avoid the imputation of interest under the Code or other applicable
law, (ii) proceeds of the loan are used solely to pay either the exercise price
of an option or to pay for Retirement Stock granted pursuant to this Plan, and
(iii) the Grantee executes a promissory note and such other documents as the
Committee deems appropriate to evidence the Grantee's indebtedness to the
Company, and pledges the Stock received in exchange for such borrowed funds as
Collateral for such loan.

         11.      SECURITIES LAW MATTERS

                  (a)      If the Committee deems it necessary to comply with
the Securities Act of 1933, Committee may require a written investment intent
representation by the Grantee and may require that a restrictive legend be
affixed to certificates for shares of Stock.

                  (b)      If, based upon the opinion of counsel for the
Company, the Committee determines that the exercise or non-forfeitability of, or
delivery of benefits pursuant to, any Award would violate any applicable
provision of (i) federal or state securities laws or (ii) the listing
requirements of any national securities exchange on which are listed any of the
Company's equity securities, then the Committee may postpone any such exercise,
non-forfeitability or delivery, as the case may be, but the Company shall use
its best efforts to cause such exercise, non-forfeitability or delivery to
comply with all such provisions at the earliest practicable date.

                  (c)      With respect to Section 16 Grantees, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the 1934 Act. To the extent that any provision of
the Plan or action by the Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the Committee.

         12.      FUNDING; RESERVES

         Cash benefits payable under the Plan to any person shall be paid
directly by the Company. The Company shall not be required to fund, or otherwise
segregate assets to be used for payment of, cash benefits under the Plan.
Neither the Plan nor any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company or any
Subsidiary and a Grantee or any other person. To the extent


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<PAGE>

that any person acquires a right to receive payments from the Company or any
Subsidiary pursuant to an Award, such right shall be no greater than the right
of an unsecured general creditor of the Company or any Subsidiary. The Board
shall cause the Company to reserve shares of Stock from its authorized but
unissued shares for the purpose of making available shares of Stock to fund the
Awards.

         13.      NO EMPLOYMENT RIGHTS

         Neither the establishment of the Plan, nor the granting of any Award
nor the execution of an Award Agreement shall be construed to (a) give any
Grantee the right to remain employed by the Company or any of its Subsidiaries
or to any benefits not specifically provided by the Plan or an Award Agreement,
or (b) in any manner modify the right of the Company or any of its Subsidiaries
to modify, amend, or terminate any of its employee benefit plans. Further, the
Company or Subsidiary may at any time dismiss a Grantee from employment, free
from any liability, or any claim under the Plan, unless otherwise expressly
provided in the Plan or in any Award Agreement.

         14.      RIGHTS AS A STOCKHOLDER

         A Grantee shall not, by reason of any Award have any right as a
stockholder of the Company with respect to the shares of Stock which may be
deliverable in the future upon exercise of such Award, or otherwise as provided
in an Award Agreement, until Stock has been actually issued and delivered to the
Grantee. Shares of Retirement Stock issued and delivered to a Grantee in
accordance with the Retirement Award Agreement shall confer on the Grantee all
rights of a stockholder of the Company, except as otherwise provided in the Plan
or the specific Retirement Award Agreement.

         15.      NATURE OF PAYMENTS

         Any and all grants, payments of cash, or deliveries of shares of Stock
hereunder shall constitute special incentive payments to the Grantee and shall
not be taken into account in computing the amount of salary or compensation of
the Grantee for the purposes of determining any pension, retirement, death or
other benefits under (a) any pension, retirement, profit-sharing, bonus, life
insurance or other employee benefit plan of the Company or any of its
Subsidiaries or (b) any agreement between the Company or any Subsidiary, on the
one hand, and the Grantee, on the other hand, except as such plan or agreement
shall otherwise expressly provide.

         16.      NON-UNIFORM DETERMINATIONS

         Determinations made by the Committee or the Board under the Plan do not
need to be uniform and may be made by the Committee or the Board selectively
among persons who receive, or are eligible to receive, Awards (whether or not
such persons are similarly situated). Without limiting the generality of the
foregoing, the Committee shall be entitled, among other things, to make
non-uniform and selective determinations and to enter into non-uniform and
selective Award Agreements, as to (a) the identity of the Grantees, (b) the
terms and provisions of Awards, and (c) the treatment under Section 13 of
terminations of employment. Notwithstanding the foregoing, the Committee's
interpretation of Plan provisions shall be uniform as to similarly situated
Grantees.


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<PAGE>

         17.      ADJUSTMENTS FOR CHANGES IN CAPITALIZATION

                  (a)      Subject to any required action by the Stockholders,
the Committee shall make such adjustment, as it shall deem equitable, to any or
all of:

                           (i)      the aggregate numbers of shares of Stock
available under Sections 3(a) and 3(b);

                           (ii)     the number of shares of Stock subject to an
option or shares of Retirement Stock covered by an Award;

                           (iii)    the Option Price;

                           (iv)     the Retirement Cash Award;

                           (v)      any other terms or provisions of any
outstanding grants of options or Retirement Awards:

to reflect a stock dividend, stock split, reverse stock split, share
combination, recapitalization, merger, consolidation, acquisition of property or
shares, separation, asset spin-off, reorganization, stock rights offering,
liquidation or similar event, of or by the Company, or, if deemed appropriate,
the Committee may make provisions for a cash payment to the holder of an
outstanding Award; provided, however, if the Company shall be the surviving
corporation in any merger or consolidation, each outstanding option or Award
Agreement shall pertain to and apply to the securities to which a holder of the
number of shares of Stock subject to the option or Award Agreement would have
been entitled; and provided further, upon a dissolution or liquidation of the
Company, or a merger or consolidation in which the Company is not the surviving
corporation, or a change in control of the Company, as defined in subsection (b)
below, each optionee shall have the right to exercise his option in whole or in
part notwithstanding the provisions of Section 6(g) above: (i) immediately prior
to such dissolution or liquidation or merger or consolidation in which the
Company is not the surviving corporation, and thereafter; or (ii) after such
change of control. However, with respect to Awards of Incentive Stock Options no
such adjustment shall be authorized to the extent that the authority to make
such adjustments would cause the Plan to violate Section 422(b)(1) of the Code
or any successor provision thereto and the number of shares subject to any Award
denominated in shares of Stock shall always be a whole number.

                  (b)      "Change of control" of the Company shall mean a
change in control of a nature that would be required to be reported in response
to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934 ("Exchange Act"); provided that, without limitation, such a
change in control shall be deemed to have occurred if: (i) any person (as that
term is defined in Section 13(d) and Section 14(d) of the Exchange Act) is or
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing 20 percent, or more of the combined voting power of the
Company's then outstanding securities; or (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
all members of the Board who are not employed by the Company (the "Outside
Directors") shall cease for any reason to constitute at least a majority of


                                       13
<PAGE>

the Outside Directors, unless the election of each Outside Director, who was not
an Outside Director at the beginning of such period, was approved by a vote of
at least two-thirds of the directors then still in office who were directors at
the beginning of such period; or, (iii) there shall be consummated (A) any
consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of the Company's
Common Stock would be converted into cash, securities or other property, other
than a merger of the Company in which the holders of the Company's Stock
immediately prior to the merger have the same proportionate ownership of common
stock of the surviving corporation immediately after the merger, or (B) any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets of the
Company, or, (iv) the stockholders of the Company approve a plan or proposal for
the liquidation or dissolution of the Company.

                  (c)      In the event of a change in the Stock of the Company
as presently constituted, which is limited to a change of all of its authorized
shares with par value into the same number of shares with a different par value
or without par value, the shares resulting from any such change shall be deemed
to be the Stock within the meaning of the Plan.

                  (d)      Except as hereinbefore expressly provided in this
Section 18, the Grantee shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class or by reason of any change of control, dissolution, liquidation,
merger, or consolidation or spin-off of assets or stock of another corporation,
and any issue of the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Stock subject to Awards.

         The grant of an Award pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge,
consolidate, dissolve, liquidate, sell, or transfer all or any part of its
business or assets.

         18.      AMENDMENT OF THE PLAN

         Upon recommendation of the Committee, the Board of Directors of the
Company may insofar as permitted by law, from time to time, with respect to any
shares at the time not subject to options or Award Agreements, suspend or
discontinue the Plan or revise or amend it in any respect whatsoever except
that, without approval of the stockholders, no such revision or amendment shall:
change the number of shares subject to the Plan; change the designation of the
class of employees eligible to receive Awards; decrease the price at which
Options may be granted; remove the administration of the Plan from the Committee
other than as expressly provided by the Plan; extend the period during which
Awards may be granted; or render any member of the Committee eligible to receive
an Awards under the Plan while serving thereon. Furthermore, the Plan may not
without the approval of the stockholders be amended in any manner that will
cause Options issued under it to fail to qualify as Incentive Stock Options.


                                       14
<PAGE>

         Except as provided in this Section 19, the Board shall, from time to
time, revise, modify, or amend the Plan, in part or in total, without approval
of the stockholders, as may be necessary to satisfy the requirements of the Code
and any amendments or revisions thereof, such that certain stock options which
are granted under the Plan may qualify as Incentive Stock Options, and to
satisfy all other applicable laws and regulations.

         19.      TERMINATION OF THE PLAN

         The Plan shall terminate on the tenth (10th) anniversary of the
Effective Date or at such earlier time as the Board may determine. Any
termination, whether in whole or in part, shall not affect any Award then
outstanding under the Plan.

         20.      OTHER COMPENSATION PLANS

         Nothing contained in the Plan shall prevent the Company or any
Affiliate from adopting or continuing in effect other or additional compensation
arrangements, and such arrangements may be either generally applicable or
applicable only in specific cases.

         21.      NO ILLEGAL TRANSACTIONS

         The Plan and all Awards granted pursuant to it are subject to all laws
and regulations of any governmental authority which may be applicable thereto;
and notwithstanding any provision of the Plan or any Award, Grantees shall not
be entitled to exercise Awards or receive the benefits thereof and the Company
shall not be obligated to deliver any Stock or pay any benefits to a Grantee if
such exercise, delivery, receipt or payment of benefits would constitute a
violation by the Grantee or the Company of any provision of any such law or
regulation.

         22.      CONTROLLING LAW

         The law of the State of Illinois, except its law with respect to choice
of law and except as to matters relating to corporate law (in which case the
corporate law of the State of Delaware shall control), shall be controlling in
all matters relating to the Plan.

         23.      TAX LITIGATION

         The Company shall have the right, but not the obligation, to contest,
at its expense, any tax ruling or decision, administrative or judicial, on any
issue that is related to the Plan and that the Company believes to be important
to Grantees and to conduct any such contest or any litigation arising therefrom
to a final decision.

         24.      SEVERABILITY

         If all or any part of the Plan is declared by any court or governmental
authority to be unlawful or invalid, such unlawfulness or invalidity shall not
serve to invalidate any portion of the Plan not declared to be unlawful or
invalid. Any Section or part of a Section so declared to be unlawful or invalid
shall, if possible, be construed in a manner in which will give effect


                                       15
<PAGE>

to the terms of such Section or part of a Section to the fullest extent possible
while remaining lawful and valid.

         25.      INDEMNIFICATION

         Each person who is or at any time serves as a member of the Board or
the Committee shall be indemnified and held harmless by the Company against and
from: (i) any loss, cost, liability or expense, including attorneys' fees
actually and necessarily incurred in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein, that may be
imposed upon or reasonably incurred by such person in connection with or
resulting from any claim, action, suit, or proceeding to which such person may
be a party or in which such person may be involved by reason of any action or
failure to act under the Plan; and (ii) any and all amounts paid by such person
in satisfaction of judgment in any such action, suit or proceeding relating to
the Plan. Each person covered by this indemnification provision shall give the
Company an opportunity, at its own expense, to handle and defend the same before
such person undertakes to handle and defend it on such person's own behalf. The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the By-Laws of the
Company, as a matter of law, or otherwise, or any power that the Company may
have to indemnify such person or hold such person harmless.

         26.      RELIANCE ON REPORTS

         Each member of the Board and the Committee shall be fully justified in
relying or acting in good faith upon any report made by the independent public
accountants of, or counsel for, the Company and upon any other information
furnished in connection with the Plan. In no event shall any person who is or
shall have been a member of the Board or the Committee be liable for any
determination made or other action taken or any failure to act in reliance upon
any such report or information or for any action taken, including the furnishing
of information, or failure to act, if done in good faith.

         27.      EXPENSES

         The Company shall bear all expenses of administering the Plan.

         28.      TITLES AND HEADINGS

         The titles and headings of the sections in the Plan are for convenience
of reference only, and in the event of any conflict, the text of the Plan,
rather than such titles or headings, shall control.

         29.      APPLICATION OF FUNDS

         The proceeds received by the Company from the sale of Stock pursuant to
any Awards will be used for general corporate purposes.

Date Plan was adopted by Board of Directors:  June 30, 1993

Date Plan was approved by Stockholders:   November 16, 1993


                                       16
<PAGE>

Date Plan was amended by Board of Directors:  June 25, 1997

Date Plan was amended by Board of Directors:  August 28, 1997

Date amended Plan was approved by Stockholders: November 19, 1997

Date Plan was amended by Board of Directors: August 21, 1998

Date amended Plan was approved by stockholders:  November 18, 1998

Date Plan was amended by Board of Directors:  September 10, 1999

Date amended Plan was approved by stockholders: November 23, 1999.

Date Plan was amended by Board of Directors:  August 16, 2000

Date amended Plan was approved by stockholders:


                                       17