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                                                                   EXHIBIT 10.15

                     FIRST AMENDMENT AND RESTATEMENT OF THE
                        NATIONAL EQUIPMENT SERVICES, INC.
                          1998 LONG TERM INCENTIVE PLAN

          1.   PURPOSE.

          This plan shall be known as the National Equipment Services, Inc. 1998
Long Term Incentive Plan (the "PLAN"). The purpose of this Plan shall be to
promote the long term growth and profitability of National Equipment Services,
Inc. (the "COMPANY") and its Subsidiaries by (i) providing certain directors,
officers and key employees of, and certain other key individuals who perform
services for, the Company and its Subsidiaries with incentives to maximize
stockholder value and otherwise contribute to the success of the Company and
(ii) enabling the Company to attract, retain and reward the best available
persons for positions of substantial responsibility. Grants of incentive or
nonqualified stock options, stock appreciation rights ("SARs"), either alone or
in tandem with options, restricted stock, performance awards, or any combination
of the foregoing may be made under this Plan.

          2.   DEFINITIONS.

          (a)  "BOARD OF DIRECTORS" and "BOARD" mean the board of directors of
the Company.

          (b)  "CAUSE" means the occurrence of one of the following events: (i)
conviction of a felony or any crime or offense lesser than a felony involving
the property of the Company or a Subsidiary; (ii) conduct that has caused
demonstrable and serious injury to the Company or a Subsidiary, monetary or
otherwise; (iii) willful refusal to perform or substantial disregard of duties
properly assigned, as determined by the Company; or (iv) breach of duty of
loyalty to the Company or a Subsidiary or other act of fraud or dishonesty with
respect to the Company or a Subsidiary.

          (c)  "CHANGE IN CONTROL" means the occurrence of one of the following
events:

               (i)   if any "person" or "group" as those terms are used in
     Sections 13(d) and 14(d) of the Exchange Act is or becomes the "beneficial
     owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
     indirectly, of securities of the Company representing 50% or more of the
     combined voting power of the Company's then outstanding securities;

               (ii)  during any period of two consecutive years, individuals who
     at the beginning of such period constituted the Board and any new directors
     whose election by the Board or nomination for election by the Company's
     stockholders was approved by at least two-thirds of the directors then
     still in office who either were directors at the beginning of the period or
     whose election was previously so approved, cease for any reason to
     constitute a majority thereof;

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               (iii) the stockholders of the Company approve a merger or
     consolidation of the Company with any other corporation, other than a
     merger or consolidation (A) which would result in all or a portion of the
     voting securities of the Company outstanding immediately prior thereto
     continuing to represent (either by remaining outstanding or by being
     converted into voting securities of the surviving entity) more than 50% of
     the combined voting power of the voting securities of the Company or such
     surviving entity outstanding immediately after such merger or consolidation
     or (B) by which the corporate existence of the Company is not affected and
     following which the Company's chief executive officer and directors retain
     their positions with the Company (and constitute at least a majority of the
     Board); or

               (iv)  the stockholders of the Company approve a plan of complete
     liquidation of the Company or an agreement for the sale or disposition by
     the Company of all or substantially all the Company's assets.

          (d)  "CODE" means the Internal Revenue Code of 1986, as amended.

          (e)  "COMMITTEE" means the Compensation Committee of the Board. The
membership of the Committee shall be constituted so as to comply at all times
with the applicable requirements of Rule 16b-3 under the Exchange Act and
Section 162(m) of the Code.

          (f)  "COMMON STOCK" means the Common Stock, par value $.01 per share,
of the Company, and any other shares into which such stock may be changed by
reason of a recapitalization, reorganization, merger, consolidation or any other
change in the corporate structure or capital stock of the Company.

          (g)  "COMPETITION" is deemed to occur if a person whose employment
with the Company or its Subsidiaries has terminated obtains a position as a
full-time or part-time employee of, as a member of the board of directors of, or
as a consultant or advisor with or to, or acquires an ownership interest in
excess of 5% of, a corporation, partnership, firm or other entity that engages
in any of the businesses of the Company or any Subsidiary with which the person
was involved in a management role at any time during his or her last five years
of employment with or other service for the Company or any Subsidiary.

          (h)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

          (i)  "FAIR MARKET VALUE" of a share of Common Stock of the Company
means, with respect to the date in question, the officially-quoted closing
selling price of the stock (or if no selling price is quoted, the bid price) on
the principal securities exchange on which the Common Stock is then listed for
trading (including for this purpose The Nasdaq Stock Market) (the "MARKET") for
the immediately preceding trading day or, if the Common Stock is not then listed
or quoted in the Market, the Fair Market Value shall be the fair value of the
Common Stock determined in good faith by the Board; provided, however, that when
shares received upon exercise of an option are immediately sold in the open
market, the Committee may use the net sale price received to determine

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the Fair Market Value of any shares used to pay the exercise price or
withholding taxes and to compute the withholding taxes.

          (j)  "INCENTIVE STOCK OPTION" means an option conforming to the
requirements of Section 422 of the Code and any successor thereto.

          (k)  "NON-EMPLOYEE DIRECTOR" has the meaning given to such term in
Rule 16b-3 under the Exchange Act.

          (l)  "NONQUALIFIED STOCK OPTION" means any stock option other than an
Incentive Stock Option.

          (m)  "OTHER COMPANY SECURITIES" mean securities of the Company other
than Common Stock, which may include, without limitation, unbundled stock units
or components thereof, debentures, preferred stock, warrants and securities
convertible into or exchangeable for Common Stock or other property.

          (p)  "PERSON" means a natural person, partnership (whether general or
limited), limited liability company, trust, estate, association, corporation,
custodian, nominee or any other individual or entity in its own or any
representative capacity.

          (n)  "RETIREMENT" means retirement as defined under any Company
pension plan or retirement program or termination of one's employment on
retirement with the approval of the Committee.

          (o)  "SUBSIDIARY" means a corporation or other entity of which
outstanding shares or ownership interests representing 50% or more of the
combined voting power of such corporation or other entity entitled to elect the
management thereof, or such lesser percentage as may be approved by the
Committee, are owned directly or indirectly by the Company.

          3.   ADMINISTRATION.

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          This Plan shall be administered by the Committee; provided that the
Board may, in its discretion, at any time and from time to time, resolve to
administer this Plan, in which case the term "COMMITTEE" shall be deemed to mean
the Board for all purposes herein. The Committee shall consist of at least two
Non-Employee Directors (unless the Committee consists of the entire Board).
Subject to the provisions of this Plan, the Committee shall be authorized to (i)
select persons to participate in this Plan, (ii) determine the form and
substance of grants made under this Plan to each participant, and the conditions
and restrictions, if any, subject to which such grants will be made, (iii)
modify the terms of grants made under this Plan, (iv) interpret this Plan and
grants made thereunder, and (v) adopt, amend, or rescind such rules and
regulations, and make such other determinations, for carrying out this Plan as
it may deem appropriate. Decisions of the Committee on all matters relating to
this Plan shall be in the Committee's sole discretion and shall be conclusive
and binding on all parties. The validity, construction, and effect of this Plan
and any rules and regulations relating to this Plan shall be determined in
accordance with applicable federal and state laws and rules and regulations
promulgated pursuant thereto. No member of the Committee and no officer or other
director of the Company shall be liable for any action taken or omitted to be
taken by such member, by any other member of the Committee or by any officer or
other director of the Company in connection with the performance of duties under
this Plan, except for such person's own willful misconduct or as expressly
provided by statute.

          The expenses of this Plan shall be borne by the Company. This Plan
shall not be required to establish any special or separate fund or make any
other segregation of assets to assume the payment of any award under this Plan,
and rights to the payment of such awards shall be no greater than the rights of
the Company's general creditors.

          4.   SHARES AVAILABLE FOR THIS PLAN.

          Subject to adjustments as provided in Section 15, an aggregate of
4,461,191 shares of Common Stock (the "SHARES") may be issued pursuant to this
Plan. Such Shares may be in whole or in part authorized and unissued, or shares
which are held by the Company as treasury shares. If any grant under this Plan
expires or terminates unexercised, becomes unexercisable or is forfeited as to
any Shares, such unpurchased or forfeited Shares shall thereafter be available
for further grants under this Plan unless, in the case of options granted under
this Plan, related SARs are exercised.

          Without limiting the generality of the foregoing provisions of this
Section 4 or the generality of the provisions of Sections 3, 6 or 17 or any
other section of this Plan, the Committee may, at any time or from time to time,
and on such terms and conditions (that are consistent with and not in
contravention of the other provisions of this Plan) as the Committee may, in its
sole discretion, determine, enter into agreements (or take other actions with
respect to the options) for new options containing terms (including exercise
prices) more (or less) favorable than the outstanding options.

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          5.   PARTICIPATION.

          Participation in this Plan shall be limited to those directors
(including Non-Employee Directors), officers and key employees of, and other key
individuals performing services for, the Company and its Subsidiaries selected
by the Committee. Nothing in this Plan or in any grant thereunder shall confer
any right on a participant to continue in the employ of or the performance of
services for the Company or shall interfere in any way with the right of the
Company to terminate the employment or performance of services of a participant
at any time. By accepting any award under this Plan, each participant and each
person claiming under or through him or her shall be conclusively deemed to have
indicated his or her acceptance and ratification of, and consent to, any action
taken under this Plan by the Company, the Board or the Committee.

          Incentive Stock Options or Nonqualified Stock Options, SARs, alone or
in tandem with options, restricted stock awards, performance awards, or any
combination thereof, may be granted to such persons and for such number of
Shares as the Committee shall determine (such individuals to whom grants are
made being sometimes herein called "OPTIONEES" or "GRANTEES," as the case may
be). Determinations made by the Committee under this Plan need not be uniform
and may be made selectively among eligible individuals under this Plan, whether
or not such individuals are similarly situated. A grant of any type made
hereunder in any one year to an eligible participant shall neither guarantee nor
preclude a further grant of that or any other type to such participant in that
year or subsequent years.

          6.   INCENTIVE AND NONQUALIFIED OPTIONS.

          The Committee may from time to time grant to eligible participants
Incentive Stock Options, Nonqualified Stock Options, or any combination thereof;
provided that the Committee may grant Incentive Stock Options only to eligible
employees of the Company or its subsidiaries (as defined for this purpose in
Section 424(f) of the Code). In any one calendar year, the Committee shall not
grant to any one participant, options or SARs to purchase a number of shares of
Common Stock in excess of 500,000 (as adjusted from time to time pursuant to
Section 15). The options granted shall take such form as the Committee shall
determine, subject to the following terms and conditions.

          It is the Company's intent that Nonqualified Stock Options granted
under this Plan not be classified as Incentive Stock Options, that Incentive
Stock Options be consistent with and contain or be deemed to contain all
provisions required under Section 422 of the Code and any successor thereto, and
that any ambiguities in construction be interpreted in order to effectuate such
intent. If an Incentive Stock Option granted under this Plan does not qualify as
such for any reason, then to the extent of such nonqualification, the stock
option represented thereby shall be regarded as a Nonqualified Stock Option duly
granted under this Plan, provided that such stock option otherwise meets this
Plan's requirements for Nonqualified Stock Options.

          (a)  PRICE. The price per Share deliverable upon the exercise of each
option ("EXERCISE PRICE") shall be established by the Committee, except that in
the case of the grant of any

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Incentive Stock Option, the exercise price may not be less than 100% of the Fair
Market Value of a share of Common Stock as of the date of grant of the option,
and in the case of the grant of any Incentive Stock Option to an employee who,
at the time of the grant, owns more than 10% of the total combined voting power
of all classes of stock of the Company or any of its Subsidiaries, the exercise
price may not be less that 110% of the Fair Market Value of a share of Common
Stock as of the date of grant of the option, in each case unless otherwise
permitted by Section 422 of the Code.

          (b)  PAYMENT. Options may be exercised, in whole or in part, upon
payment of the exercise price of the Shares to be acquired. Unless otherwise
determined by the Committee, payment shall be made (i) in cash (including check,
bank draft or money order), (ii) by delivery of outstanding shares of Common
Stock with a Fair Market Value on the date of exercise equal to the aggregate
exercise price payable with respect to the options' exercise, (iii) by
simultaneous sale through a broker reasonably acceptable to the Committee of
Shares acquired on exercise, as permitted under Regulation T of the Federal
Reserve Board, (iv) by authorizing the Company to withhold from issuance a
number of Shares issuable upon exercise of the options which, when multiplied by
the Fair Market Value of a share of Common Stock on the date of exercise is
equal to the aggregate exercise price payable with respect to the options so
exercised or (v) by any combination of the foregoing. Options may also be
exercised upon payment of the exercise price of the Shares to be acquired by
delivery of the optionee's promissory note, but only to the extent specifically
approved by and in accordance with the policies of the Committee.

          In the event a grantee elects to pay the exercise price payable with
respect to an option pursuant to clause (ii) above, (A) only a whole number of
share(s) of Common Stock (and not fractional shares of Common Stock) may be
tendered in payment, (B) such grantee must present evidence acceptable to the
Company that he or she has owned any such shares of Common Stock tendered in
payment of the exercise price (and that such tendered shares of Common Stock
have not been subject to any substantial risk of forfeiture) for at least six
months prior to the date of exercise, and (C) Common Stock must be delivered to
the Company. Delivery for this purpose may, at the election of the grantee, be
made either by (A) physical delivery of the certificate(s) for all such shares
of Common Stock tendered in payment of the price, accompanied by duly executed
instruments of transfer in a form acceptable to the Company, or (B) direction to
the grantee's broker to transfer, by book entry, such shares of Common Stock
from a brokerage account of the grantee to a brokerage account specified by the
Company. When payment of the exercise price is made by delivery of Common Stock,
the difference, if any, between the aggregate exercise price payable with
respect to the option being exercised and the Fair Market Value of the share(s)
of Common Stock tendered in payment (plus any applicable taxes) shall be paid in
cash. No grantee may tender shares of Common Stock having a Fair Market Value
exceeding the aggregate exercise price payable with respect to the option being
exercised (plus any applicable taxes).

          In the event a grantee elects to pay the exercise price payable with
respect to an option pursuant to clause (iv) above, (A) only a whole number of
Share(s) (and not fractional Shares) may be withheld in payment and (B) such
grantee must present evidence acceptable to the Company that he or she has owned
a number of shares of Common Stock at least equal to the number of Shares to be
withheld in payment of the exercise price (and that such owned shares of Common
Stock have not

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been subject to any substantial risk of forfeiture) for at least six months
prior to the date of exercise. When payment of the exercise price is made by
withholding of Shares, the difference, if any, between the aggregate exercise
price payable with respect to the option being exercised and the Fair Market
Value of the Share(s) withheld in payment (plus any applicable taxes) shall be
paid in cash. No grantee may authorize the withholding of Shares having a Fair
Market Value exceeding the aggregate exercise price payable with respect to the
option being exercised (plus any applicable taxes). Any withheld Shares shall no
longer be issuable under such option.

          (c)  TERMS OF OPTIONS. The term during which each option may be
exercised shall be determined by the Committee, but, except as otherwise
provided herein, in no event shall an option be exercisable in whole or in part
(i) in the case of a Nonqualified Stock Option or an Incentive Stock Option
(other than as described below), more than ten years and one day from the date
it is granted or (ii) in the case of an Incentive Stock Option, ten years from
the date it is granted; provided, that, in the case of an Incentive Stock Option
granted to an employee who at the time of the grant owns more than 10% of the
total combined voting power of all classes of stock of the Company or any of its
Subsidiaries, in no event shall such option be exercisable, if required by the
Code, more than five years from the date it is granted. All rights to purchase
Shares pursuant to an option shall, unless sooner terminated, expire at the date
designated by the Committee. The Committee shall determine the date on which
each option shall become exercisable and may provide that an option shall become
exercisable in installments. The Shares constituting each installment may be
purchased in whole or in part at any time after such installment becomes
exercisable, subject to such minimum exercise requirements as may be designated
by the Committee. Unless otherwise provided herein or in the terms of the
related grant, an optionee may exercise an option only if he or she is, and has
been continuously since the date the option was granted, a director, officer or
employee of, or performed other services for, the Company or a Subsidiary. Prior
to the exercise of an option and delivery of the Shares represented thereby, the
optionee shall have no rights as a stockholder with respect to any Shares
covered by such outstanding option (including any dividend or voting rights).

          (d)  LIMITATIONS ON GRANTS. If required by the Code, the aggregate
Fair Market Value (determined as of the grant date) of Shares for which an
Incentive Stock Option is exercisable for the first time during any calendar
year under all equity incentive plans of the Company and its Subsidiaries (as
defined in Section 422 of the Code) may not exceed $100,000.

          (e)  TERMINATION OF EMPLOYMENT.

               (i)   If a participant ceases to be a director, officer or
     employee of, or to perform other services for, the Company or any
     Subsidiary upon the occurrence of his or her Retirement, (A) all of the
     participant's options and SARs that were exercisable on the date of
     Retirement shall remain exercisable for, and shall otherwise terminate at
     the end of, a period of up to three years after the date of Retirement, but
     in no event after the expiration date of the options or SARs; provided that
     the participant does not engage in Competition during such three-year
     period unless he or she receives written consent to do so from the Board or
     the Committee, and (B) all of the participant's options and SARs that were
     not exercisable on

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     the date of Retirement shall be forfeited immediately upon such cessation.
     Notwithstanding the foregoing, Incentive Stock Options not exercised by
     such participant within 90 days after Retirement will cease to qualify as
     Incentive Stock Options and will be treated as Nonqualified Stock Options
     under this Plan if required to be so treated under the Code.

               (ii)  If a participant ceases to be a director, officer or
     employee of, or to perform other services for, the Company or a Subsidiary
     due to Cause, all of the participant's options and SARs shall be forfeited
     immediately upon such cessation, whether or not then exercisable.

               (iii) Unless otherwise determined by the Committee, if a
     participant ceases to be a director, officer or employee of, or to
     otherwise perform services for, the Company or a Subsidiary for any reason
     other than Retirement or Cause, (A) all of the participant's options and
     SARs that were exercisable on the date of such cessation shall remain
     exercisable for, and shall otherwise terminate at the end of, a period of
     90 days after the date of such cessation, but in no event after the
     expiration date of the options or SARs; provided that the participant does
     not engage in Competition during such 90-day period unless he or she
     receives written consent to do so from the Board or the Committee, and (B)
     all of the participant's options and SARs that were not exercisable on the
     date of such cessation shall be forfeited immediately upon such cessation.

          (f)  GRANT OF RELOAD OPTIONS. The Committee may provide (either at the
time of grant or exercise of an option), in its discretion, for the grant to a
grantee who exercises all or any portion of an option ("EXERCISED OPTIONS") and
who pays all or part of such exercise price with shares of Common Stock, of an
additional option (a "RELOAD OPTION") for a number of shares of Common Stock
equal to the sum (the "RELOAD NUMBER") of the number of shares of Common Stock
tendered or withheld in payment of such exercise price for the Exercised Options
plus, if so provided by the Committee, the number of shares of Common Stock, if
any, tendered or withheld by the grantee or withheld by the Company in
connection with the exercise of the Exercised Options to satisfy any federal,
state or local tax withholding requirements. The terms of each Reload Option,
including the date of its expiration and the terms and conditions of its
exercisability and transferability, shall be the same as the terms of the
Exercised Option to which it relates, except that (i) the grant date for each
Reload Option shall be the date of exercise of the Exercised Option to which it
relates and (ii) the exercise price for each Reload Option shall be the Fair
Market Value of the Common Stock on the grant date of the Reload Option.

          7.   STOCK APPRECIATION RIGHTS.

          The Committee shall have the authority to grant SARs under this Plan,
either alone or to any optionee in tandem with options (either at the time of
grant of the related option or thereafter by amendment to an outstanding
option). SARs shall be subject to such terms and conditions as the Committee may
specify.

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          No SAR may be exercised unless the Fair Market Value of a share of
Common Stock of the Company on the date of exercise exceeds the exercise price
of the SAR or, in the case of SARs granted in tandem with options, any options
to which the SARs correspond. Prior to the exercise of the SAR and delivery of
the cash and/or Shares represented thereby, the participant shall have no rights
as a stockholder with respect to Shares covered by such outstanding SAR
(including any dividend or voting rights).

          SARs granted in tandem with options shall be exercisable only when, to
the extent and on the conditions that any related option is exercisable. The
exercise of an option shall result in an immediate forfeiture of any related SAR
to the extent the option is exercised, and the exercise of an SAR shall cause an
immediate forfeiture of any related option to the extent the SAR is exercised.

          Upon the exercise of an SAR, the participant shall be entitled to a
distribution in an amount equal to the difference between the Fair Market Value
of a share of Common Stock of the Company on the date of exercise and the
exercise price of the SAR or, in the case of SARs granted in tandem with
options, any option to which the SAR is related, multiplied by the number of
Shares as to which the SAR is exercised. The Committee shall decide whether such
distribution shall be in cash, in Shares having a Fair Market Value equal to
such amount, in Other Company Securities having a Fair Market Value equal to
such amount or in a combination thereof.

          All SARs will be exercised automatically on the last day prior to the
expiration date of the SAR or, in the case of SARs granted in tandem with
options, any related option, so long as the Fair Market Value of a share of the
Company's Common Stock on that date exceeds the exercise price of the SAR or any
related option, as applicable. An SAR granted in tandem with options shall
expire at the same time as any related option expires and shall be transferable
only when, and under the same conditions as, any related option is transferable.

          8.   RESTRICTED STOCK.

          The Committee may at any time and from time to time grant Shares of
restricted stock under this Plan to such participants and in such amounts as it
determines. Each grant of restricted stock shall specify the applicable
restrictions on such Shares, the duration of such restrictions (which shall be
at least six months except as otherwise provided in the third paragraph of this
Section 8), and the time or times at which such restrictions shall lapse with
respect to all or a specified number of Shares that are part of the grant.

          The participant will be required to pay the Company the aggregate par
value of any Shares of restricted stock (or such larger amount as the Board may
determine to constitute capital under Section 154 of the Delaware General
Corporation Law, as amended) within ten days of the date of grant, unless such
Shares of restricted stock are treasury shares. Unless otherwise determined by
the Committee, certificates representing Shares of restricted stock granted
under this Plan will be held in escrow by the Company on the participant's
behalf during any period of restriction thereon and will bear an appropriate
legend specifying the applicable restrictions thereon, and the participant will
be required to execute a blank stock power therefor. Except as otherwise
provided by the

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Committee, during such period of restriction the participant shall have all of
the rights of a holder of Common Stock, including but not limited to the rights
to receive dividends and to vote, and any stock or other securities received as
a distribution with respect to such participant's restricted stock shall be
subject to the same restrictions as then in effect for the restricted stock.

          Except as otherwise provided by the Committee, at such time as a
participant ceases to be a director, officer or employee of, or to otherwise
perform services for, the Company and its Subsidiaries due to Retirement during
any period of restriction, all restrictions on Shares granted to such
participant shall lapse. At such time as a participant ceases to be a director,
officer or employee of, or to otherwise perform services for, the Company or its
Subsidiaries for any other reason, all Shares of restricted stock granted to
such participant on which the restrictions have not lapsed shall be immediately
forfeited to the Company.

          9.   PERFORMANCE AWARDS.

          Performance awards may be granted on a contingent basis to
participants at any time and from time to time as determined by the Committee.
The Committee shall have complete discretion in determining the size and
composition of performance awards so granted to a participant and the
appropriate period over which performance is to be measured (a "PERFORMANCE
CYCLE"). Performance awards may include (i) specific dollar-value target awards
(ii) performance units, the value of each such unit being determined by the
Committee at the time of issuance, and/or (iii) performance Shares, the value of
each such Share being equal to the Fair Market Value of a share of the Company's
Common Stock.

          The value of each performance award may be fixed or it may be
permitted to fluctuate based on a performance factor (e.g., return on equity)
selected by the Committee.

          The Committee shall establish performance goals and objectives for
each performance cycle on the basis of such criteria and objectives as the
Committee may select from time to time, including, without limitation, the
performance of the participant, the Company, one or more of its Subsidiaries or
divisions or any combination of the foregoing. During any performance cycle, the
Committee shall have the authority to adjust the performance goals and
objectives for such cycle for such reasons as it deems equitable.

          The Committee shall determine the portion of each performance award
that is earned by a participant on the basis of the Company's performance over
the performance cycle in relation to the performance goals for such cycle. The
earned portion of a performance award may be paid out in Shares, cash, Other
Company Securities, or any combination thereof, as the Committee may determine.

          A participant must be a director, officer or employee of, or otherwise
perform services for, the Company or its Subsidiaries at the end of the
performance cycle in order to be entitled to payment of a performance award
issued in respect of such cycle; provided, however, that, except as otherwise
determined by the Committee, if a participant ceases to be a director, officer
or employee

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of, or to otherwise perform services for, the Company and its Subsidiaries upon
his or her Retirement prior to the end of the performance cycle, the participant
shall earn a proportionate portion of the performance award based upon the
elapsed portion of the performance cycle and the Company's performance over that
portion of such cycle.

          10.  WITHHOLDING TAXES.

          (a)  PARTICIPANT ELECTION. Unless otherwise determined by the
Committee, a participant may elect to deliver shares of Common Stock (or have
the Company withhold shares acquired upon exercise of an option or SAR or
deliverable upon grant or vesting of restricted stock, as the case may be) to
satisfy, in whole or in part, the amount the Company is required to withhold for
taxes in connection with the exercise of an option or SAR or the delivery of
restricted stock upon grant or vesting, as the case may be. Such election must
be made on or before the date the amount of tax to be withheld is determined.
Once made, the election shall be irrevocable. The fair market value of the
shares to be withheld or delivered will be the Fair Market Value as of the date
the amount of tax to be withheld is determined. In the event a participant
elects to deliver shares of Common Stock pursuant to this Section 10(a), such
delivery must be made subject to the conditions and pursuant to the procedures
set forth in Section 6(b) with respect to the delivery of Common Stock in
payment of the exercise price of options.

          (b)  COMPANY REQUIREMENT. The Company may require, as a condition to
any grant or exercise under this Plan or to the delivery of certificates for
Shares issued hereunder, that the grantee make provision for the payment to the
Company, either pursuant to Section 10(a) or this Section 10(b), of any federal,
state or local taxes of any kind required by law to be withheld with respect to
any grant or any delivery of Shares. The Company, to the extent permitted or
required by law, shall have the right to deduct from any payment of any kind
(including salary or bonus) otherwise due to a grantee, an amount equal to any
federal, state or local taxes of any kind required by law to be withheld with
respect to any grant or to the delivery of Shares under this Plan, or to retain
or sell without notice a sufficient number of the Shares to be issued to such
grantee to cover any such taxes, the payment of which has not otherwise been
provided for in accordance with the terms of this Plan; provided that the
Company shall not sell any such Shares if such sale would be considered a sale
by such grantee for purposes of Section 16 of the Exchange Act that is not
exempt from matching thereunder.

          11.  WRITTEN AGREEMENT; VESTING.

          Each employee to whom a grant is made under this Plan shall enter into
a written agreement with the Company that shall contain such provisions,
including without limitation vesting requirements, consistent with the
provisions of this Plan, as may be approved by the Committee. Unless the
Committee determines otherwise, no grant under this Plan may be exercised, and
no restrictions relating thereto may lapse, within six months of the date such
grant is made.

          12.  TRANSFERABILITY.

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          Unless the Committee determines otherwise, no option, SAR, performance
award, or restricted stock granted under this Plan shall be transferable by a
participant otherwise than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code. Unless
the Committee determines otherwise, an option, SAR, or performance award may be
exercised only by the optionee or grantee thereof or his guardian or legal
representative; provided that Incentive Stock Options may be exercised by such
guardian or legal representative only if permitted by the Code and any
regulations promulgated thereunder.

          13.  LISTING, REGISTRATION AND QUALIFICATION.

          If the Committee determines that the listing, registration or
qualification upon any securities exchange or under any law of Shares subject to
any option, SAR, performance award or restricted stock grant is necessary or
desirable as a condition of, or in connection with, the granting of same or the
issue or purchase of Shares thereunder, no such option or SAR may be exercised
in whole or in part, no such performance award may be paid out and no Shares may
be issued unless such listing, registration or qualification is effected free of
any conditions not acceptable to the Committee.

          It is the intent of the Company that this Plan comply in all respects
with Section 162(m) of the Code, that awards made hereunder comply in all
respects with Rule 16b-3 under the Exchange Act, that any ambiguities or
inconsistencies in construction of this Plan be interpreted to give effect to
such intention and that if any provision of this Plan is found not to be in
compliance with Section 162(m), such provision shall be deemed null and void to
the extent required to permit this Plan to comply with Section 162(m), as the
case may be.

          14.  TRANSFER OF EMPLOYEE.

          The transfer of an employee from the Company to a Subsidiary, from a
Subsidiary to the Company, or from one Subsidiary to another shall not be
considered a termination of employment; nor shall it be considered a termination
of employment if an employee is placed on military or sick leave or such other
leave of absence which is considered by the Committee as continuing intact the
employment relationship.

          15.  ADJUSTMENTS.

          In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, distribution of assets,
or any other change in the corporate structure or shares of the Company, the
Committee shall make such adjustment as it deems appropriate in the number and
kind of Shares or other property reserved for issuance under this Plan, in the
number and kind of Shares or other property covered by grants previously made
under this Plan, and in the exercise price of outstanding options and SARs. Any
such adjustment shall be final, conclusive and binding for all purposes of this
Plan. In the event of any merger, consolidation or other reorganization in which
the Company is not the surviving or continuing corporation or in which a Change
in Control is to occur, all of the Company's obligations regarding options,
SARs,

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performance awards, and restricted stock that were granted hereunder and that
are outstanding on the date of such event shall, on such terms as may be
approved by the Committee prior to such event, be (i) assumed by the surviving
or continuing corporation, (ii) canceled in exchange for property (including
cash), and/or (iii) in the case of options, SARs, performance awards, and
restricted stock which are not vested, either (A) canceled for no consideration
or payment of any kind or (B) vested and canceled in exchange for property
(including cash).

          Without limitation of the foregoing, in connection with any
transaction of the type specified by clause (iii) of the definition of a Change
in Control in Section 2(c), the Committee may, in its discretion, (i) cancel any
or all outstanding options under this Plan in consideration for payment to the
holders thereof of an amount equal to the portion of the consideration that
would have been payable to such holders pursuant to such transaction if their
options had been fully exercised immediately prior to such transaction, less the
aggregate exercise price that would have been payable therefor, or (ii) if the
amount that would have been payable to the option holders pursuant to such
transaction if their options had been fully exercised immediately prior thereto
would be less than the aggregate exercise price that would have been payable
therefor, cancel any or all such options for no consideration or payment of any
kind. Payment of any amount payable pursuant to the preceding sentence may be
made in cash or, in the event that the consideration to be received in such
transaction includes securities or other property, in cash and/or securities or
other property in the Committee's discretion.

          16.  TERMINATION AND MODIFICATION OF THIS PLAN.

          The Board of Directors or the Committee, without further approval of
the stockholders, may modify or terminate this Plan, except that no modification
shall become effective without prior approval of the stockholders of the Company
if stockholder approval would be required for continued compliance with the
performance-based compensation exception of Section 162(m) of the Code or any
listing requirement of the principal stock exchange on which the Common Stock is
then listed.

          17.  AMENDMENT OR SUBSTITUTION OF AWARDS UNDER THIS PLAN.

          The terms of any outstanding award under this Plan may be amended from
time to time by the Committee in its discretion in any manner that it deems
appropriate (including, but not limited to, acceleration of the date of exercise
of any award and/or payments thereunder or of the date of lapse of restrictions
on Shares); provided that, except as otherwise provided in Section 15, no such
amendment shall adversely affect in a material manner any right of a participant
under the award without his or her written consent. The Committee may, in its
discretion, permit holders of awards under this Plan to surrender outstanding
awards in order to exercise or realize rights under other awards, or in exchange
for the grant of new awards, or require holders of awards to surrender
outstanding awards as a condition precedent to the grant of new awards under
this Plan.

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          18.  COMMENCEMENT DATE; TERMINATION DATE.

          The date of commencement of this Plan shall be April 28, 1998, subject
to approval by the shareholders of the Company. In February 2000, the Committee
approved the first amendment and restatement of this Plan, subject to
stockholder approval. Unless previously terminated upon the adoption of a
resolution of the Board terminating this Plan, this Plan shall terminate at the
close of business on April 28, 2008; provided that the Board may, prior to such
termination, extend the term of this Plan for up to five years for the grant of
awards other than Incentive Stock Options. No termination of this Plan shall
materially and adversely affect any of the rights or obligations of any person,
without his or her consent, under any grant of options or other incentives
theretofore granted under this Plan.

          19.  GOVERNING LAW.

          The corporate laws of the State of Delaware will govern all questions
concerning this Plan to the extent such laws are applicable to this Plan. All
other questions concerning the construction, validity and interpretation of this
Plan will be governed by and construed in accordance with the domestic laws of
the State of Illinois, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of Illinois or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Illinois.

                                    * * * * *

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