<PAGE>


                                                                   Exhibit 10.23


                     SUPERVALU/Richfood Stock Incentive Plan
            (formerly the Richfood, Inc. Omnibus Stock Incentive Plan
                         (as assumed by SUPERVALU INC.))

                              Amended and Restated
                             Effective June 27, 2001


                                  INTRODUCTION
                                  ------------

     The Richfood Holdings, Inc. Omnibus Stock Incentive Plan (the "Plan") was
adopted by the Board of Directors of Richfood Holdings, Inc. on March 7, 1991
and was approved by shareholders at the 1991 annual meeting. The Plan authorized
the grant of Options, SARs and Stock Awards.

     The Plan was amended and restated effective November 4, 1993. The
amendments adopted at that time (1) clarified the definition of Common Stock,
(2) revised the manner in which the option price and withholding tax obligations
may be settled, and (3) clarified that immediately vested and transferable Stock
Awards may be granted under the Plan.

     The Plan was further amended and restated effective June 13, 1996, subject
to the approval of shareholders. The amendments (1) increased the number of
shares that may be issued under the Plan, (2) included provisions that will
permit the award of "performance based compensation" under Section 162(m) of the
Internal Revenue Code of 1986, as amended, and (3) clarified the provisions
regarding the grant of Performance Shares under the Plan.

     The Plan was further amended, effective July 29, 1997, subject to the
approval of shareholders at the 1997 annual meeting. The Plan was further
amended and restated on October 13, 1999 in connection with the Company's
acquisition of Richfood Holdings, Inc. on August 31, 1999. The amendments (1)
reflected the Company's assumption of the Plan and (2) eliminated the cashless
exercise option whereby shares were withheld or the shares otherwise issuable
were reduced.

     The Plan was further amended and restated, effective June 27, 2001, subject
to the approval of shareholders at the 2001 annual meeting. The amendments (1)
limit the annual grant to any employee of stock options, stock appreciation
rights and other awards with a value based solely on an increase in the value of
the Company's Common Stock after the grant date, to a maximum of 500,000 shares,
taking into account all of the Company's stock plans in which the employee
participates, for the purpose of qualifying such awards as performance based
compensation for purposes of Internal Revenue Code Section 162(m), (2) provide
that options may not be granted with an exercise price of less than 100% of the
fair market value of the Company's Common Stock on the date of grant, and (3)
allow for restoration options, commonly referred to as "reload options", to be
granted under the Plan. The terms of the Plan stated herein will govern awards
granted on and after June 27, 2001.


                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

     1.01 Affiliate means any "subsidiary" or "parent" corporation (within the
meaning of Section 424 of the Code) of the Company.

     1.02 Agreement means a written agreement (including any consent, amendment
or supplement thereto) between the Company and a Participant specifying the
terms and conditions of an award of Performance Shares, or an Option, SAR or
Stock Award granted to such Participant.

     1.03 Board means the Board of Directors of the Company.

     1.04 Committee means the Executive Personnel and Compensation Committee of
the Board.


                                       -1-

<PAGE>

     1.05 Common Stock means the Common Stock, $1.00 par value of the Company.

     1.06 Company means SUPERVALU INC.

     1.07 Corresponding SAR means an SAR that is granted in relation to a
particular Option and that can be exercised only upon the surrender to the
Company, unexercised, of that portion of the Option to which the SAR relates.

     1.08 Fair Market Value means, on any given date, the average of the opening
and closing sale prices of a share of Common Stock as reported on the New York
Stock Exchange on such date or, if such exchange is not open for trading on such
date, on the day closest to such date when such exchange is open for trading.
Notwithstanding the foregoing, with respect solely to grants made under the Plan
prior to August 31, 1999, "Fair Market Value" shall be determined using the last
sale price of a share of Common Stock rather than the average of the opening and
closing sale prices.

     1.09 Initial Value means, with respect to an SAR, the Fair Market Value of
one share of Common Stock on the date of grant, as set forth in the Agreement.

     1.10 Option means a stock option that entitles the holder to purchase from
the Company a stated number of shares of Common Stock at the price set forth in
the holder's Agreement.

     1.11 Participant means an employee of the Company or an Affiliate,
including an employee who is a member of the Board, who satisfies the
requirements of Article IV and is selected by the Committee to receive an award
of Performance Shares, an Option, a SAR or a Stock Award or a combination
thereof.

     1.12 Performance Shares means an award which, in accordance with and
subject to an Agreement, will entitle the Participant to receive a Stock Award,
a payment of cash or a combination thereof.

     1.13 Plan means the SUPERVALU/Richfood Stock Incentive Plan (formerly the
Richfood, Inc. Omnibus Stock Incentive Plan (as assumed by SUPERVALU INC.)).

     1.14 Restoration Option shall mean any Option granted under Article VI.

     1.15 Restricted Stock means shares of Common Stock that are nontransferable
or subject to a substantial risk of forfeiture or both and that the Committee
may grant to a Participant pursuant to a Stock Award. Shares of Common Stock
shall cease to be Restricted Stock when, in accordance with the terms of the
applicable Agreement, they become transferable and free of a substantial risk of
forfeiture.

     1.16 SAR means a stock appreciation right that entitles the holder to
receive, with respect to each share of Common Stock encompassed by the exercise
of such SAR, the amount determined by the Committee and specified in the
holder's Agreement. In the absence of such a determination, the holder shall be
entitled to receive, with respect to each share of Common Stock encompassed by
the exercise of such SAR, the excess of the Fair Market Value on the date of
exercise over the Initial Value. References to "SARs" include both Corresponding
SARs and SARs granted independently of Options, unless the context requires
otherwise.

     1.17 Stock Award means Common Stock awarded to a Participant under Article
X (including an award of Restricted Stock) or in full or partial settlement of
an award of Performance Shares.


                                   ARTICLE II
                                    PURPOSES
                                    --------

     The Plan is intended to assist the Company and its Affiliates in recruiting
and retaining employees with ability and initiative by enabling employees to
participate in its future success and to associate their interests with those of
the Company and its Affiliates. The Plan authorizes the award of Performance
Shares and the grant of Stock Awards, SARs, Options qualifying under Section 422
of the Code ("incentive stock


                                       -2-

<PAGE>

options") and Options not so qualifying. No Option that is intended to be an
incentive stock option shall be invalid for failure to qualify as an incentive
stock option. The proceeds received by the Company from the sale of Common Stock
pursuant to the Plan shall be used for general corporate purposes.


                                   ARTICLE III
                                 ADMINISTRATION
                                 --------------

     Except as provided in this Article III, the Plan shall be administered by
the Committee. The Committee shall have authority to award Performance Shares
and to grant Options, SARs and Stock Awards upon such terms (not inconsistent
with the provisions of the Plan) as the Committee may consider appropriate. Such
terms may include conditions (in addition to those contained in the Plan) on the
exercisability of all or any part of an Option or SAR or on the transferability
or forfeitability of Performance Shares or a Stock Award. Notwithstanding any
such conditions, the Committee may, in its discretion, accelerate the time at
which any Option or SAR may be exercised, the time at which an award of
Performance Shares may be earned or the time at which Restricted Stock may
become transferable or nonforfeitable. In addition, the Committee shall have
complete authority to interpret all provisions of the Plan; to prescribe the
form of Agreements; to adopt, amend and rescind rules and regulations pertaining
to the administration of the Plan; and to make all other determinations
necessary or advisable for the administration of the Plan. The express grant in
the Plan of any specific power to the Committee shall not be construed as
limiting any power or authority of the Committee. Any decision made, or action
taken, by the Committee or in connection with the administration of the Plan
shall be final and conclusive. No member of the Committee shall be liable for
any act done in good faith with respect to the Plan or any Agreement, Option,
SAR, Stock Award or an award of Performance Shares. All expenses of
administering the Plan shall be borne by the Company.

     The Committee, in its discretion, may delegate to one or more officers of
the Company or its Affiliates all or part of the Committee's authority and
duties with respect to grants and awards to individuals who are not subject to
the reporting and other provisions of Section 16 of the Securities Exchange Act
of 1934, as in effect from time to time. In the event of such delegation, and as
to matters encompassed by the delegation, references in the Plan to the
Committee shall be interpreted as a reference to the Committee's delegate or
delegates. The Committee may revoke or amend the terms of a delegation at any
time but such action shall not invalidate any prior actions of the Committee's
delegate or delegates that were consistent with the terms of the Plan.


                                   ARTICLE IV
                                   ELIGIBILITY
                                   -----------

     4.01 General. Any employee of the Company or an Affiliate (including a
corporation that becomes an Affiliate after the adoption of the Plan) is
eligible to participate in the Plan if the Committee, in its sole discretion,
determines that such person has contributed significantly or can be expected to
contribute significantly to the profits or growth of the Company or an
Affiliate. Directors of the Company or an Affiliate who are employees of the
Company or an Affiliate may be selected to participate in the Plan. A person who
is a member of the Committee may not be awarded Performance Shares or granted
Options, SARs or Stock Awards under the Plan.

     4.02 Grants. The Committee will designate individuals to whom Performance
Shares are to be awarded and to whom Options, SARs and Stock Awards are to be
granted and will specify the number of shares of Common Stock subject to each
award or grant. An Option may be granted with or without a related SAR. An SAR
may be granted with or without a related Option. Each award of Performance
Shares and all Options, SARs and Stock Awards granted under the Plan shall be
evidenced by Agreements which shall be subject to applicable provisions of the
Plan and to such other provisions as the Committee may adopt. No Participant may
be granted incentive stock options or related SARs (under all incentive stock
option plans of the Company and its Affiliates) that are first exercisable in
any calendar year for stock having an aggregate Fair Market Value (determined as
of the date of grant) exceeding $100,000. The preceding annual limitation shall
not apply with respect to Options that are not incentive stock options.


                                       -3-

<PAGE>

                                    ARTICLE V
                              STOCK SUBJECT TO PLAN
                              ---------------------

     Upon the award of shares of Common Stock pursuant to a Stock Award, the
Company may issue authorized Common Stock. Upon the exercise of any Option or
SAR, the Company may deliver to the Participant (or the Participant's broker if
the Participant so directs) authorized Common Stock. The maximum aggregate
number of shares of Common Stock that may be issued under the Plan with respect
to Stock Awards, Options, SARs and Performance Shares granted on or after
October 13, 1999, is 2,076,684 shares, subject to adjustment as provided in
Article XII. If an Option or SAR is terminated, in whole or in part, for any
reason other than its exercise, the number of shares of Common Stock allocated
to the Option or SAR or portion thereof may be reallocated to other Options,
SARs, Stock Awards and awards of Performance Shares to be granted under the
Plan. If an award of Performance Shares is forfeited, in whole or in part,
without the issuance of a Stock Award, the number of shares of Common Stock
allocated to the award of Performance Shares or a portion thereof may be
reallocated to other Options, SARs, Stock Awards and Performance Shares to be
granted under the Plan.


                                   ARTICLE VI
                                     AWARDS
                                     ------

     In accordance with the provisions of Article IV, the Committee will
designate each individual to whom an Option or SAR is to be granted and will
specify the number of shares of Common Stock covered by such grants.
Notwithstanding the preceding sentence, no Participant, who is an employee of
the Company at the time of grant, may be granted any Option, SAR or other Stock
Award, the value of which are based solely on an increase in the value of the
Shares after the date of grant, for more than 500,000 Shares (subject to
adjustment as provided for in Article XII relating to stock splits, etc.), in
the aggregate, taking into account all such awards granted by the Company
pursuant to any of its stock compensation plans, in any calendar year period
beginning with the period commencing January 1, 2001 and ending December 31,
2001. The foregoing annual limitation specifically includes the grant of any
awards representing "qualified performance-based compensation" within the
meaning of Section 162(m) of the Code. For purposes of this Article VI, an
Option and Corresponding SAR shall be treated as a single grant.

     The Committee may grant Restoration Options, commonly referred to as
"reloads", separately or together with another Option, pursuant to which,
subject to the terms and conditions established by the Committee and any
applicable requirements of Rule 16b-3 or any other applicable law, the
Participant would be granted a new Option when the payment of the exercise price
of the option to which such Restoration Option relates is made by the delivery
or withholding of Shares pursuant to the relevant provisions of the plan or
agreement relating to such option, which new Option would be an Option to
purchase the number of Shares not exceeding the sum of (A) the number of Shares
so provided as consideration upon the exercise of the previously granted option
to which such Restoration Option relates, (B) the number of Shares, if any,
tendered or withheld as payment of the amount to be withheld under applicable
tax laws in connection with the exercise of the option to which such Restoration
Option relates, and (C) the number of previously owned Shares, if any, tendered
as payment for additional tax obligations of the Participant in connection with
the exercise of the option to which such Restoration Option relates pursuant to
the relevant provisions of the plan or agreement relating to such option.
Restoration Options may be granted with respect to Options previously granted
under the Plan or any other stock option plan of the Company, and may be granted
in connection with any Option granted under the Plan or any other stock option
plan of the Company at the time of such grant.


                                   ARTICLE VII
                              OPTION EXERCISE PRICE
                              ---------------------

     The purchase price per share of Common Stock purchasable under an Option
shall be determined by the Committee; provided, however, that such purchase
price shall not be less than one hundred percent (100%) of the Fair Market Value
of a share of Common Stock on the date of grant of such Option.


                                       -4-

<PAGE>

                                  ARTICLE VIII
                          EXERCISE OF OPTIONS AND SARS
                          ----------------------------

     8.01 Maximum Option or SAR Period. The maximum period in which an Option or
SAR may be exercised shall be determined by the Committee on the date of grant,
except that no Option or SAR shall be exercisable after the expiration of ten
years from the date the Option or SAR was granted. The terms of any Option or
SAR may provide that it is exercisable for a period less than such maximum
period.

     8.02 Nontransferability. Any Option or SAR granted under the Plan shall be
nontransferable except by will or by the laws of descent and distribution. In
the event of any such transfer, the Option and any Corresponding SAR that
relates to such Option must be transferred to the same person(s). During the
lifetime of the Participant to whom the Option or SAR is granted, the Option or
SAR may be exercised only by the Participant. No right or interest of a
Participant in any Option or SAR shall be liable for, or subject to, any lien,
obligation or liability of such Participant.

     8.03 Employee Status. For purposes of determining the applicability of
Section 422 of the Code (relating to incentive stock options), or in the event
that the terms of any Option or SAR provide that it may be exercised only during
employment or within a specified period of time after termination of employment,
the Committee may decide to what extent leaves of absence for governmental or
military service, illness, temporary disability or other reasons shall not be
deemed interruptions of continuous employment.

     8.04 Performance Objectives. The Committee may prescribe that an Option or
SAR is exercisable only to the extent that certain performance objectives are
attained. Such performance objectives may be based on the Company's, an
Affiliate's or an operating unit's return on equity, earnings per share, total
earnings, earnings growth, total sales, sales growth, return on capital or
return on assets or based on Fair Market Value. If the Committee, on the date of
the award, prescribes that an Option or SAR shall become exercisable only upon
the attainment of performance objectives stated with respect to one or more of
the foregoing criteria, the Option or SAR shall become exercisable only to the
extent the Committee certifies that such objectives have been achieved.


                                   ARTICLE IX
                               METHOD OF EXERCISE
                               ------------------

     9.01 Exercise. Subject to the provisions of Articles VII and VIII, an
Option or SAR may be exercised in whole at any time or in part from time to time
at such times and in compliance with such requirements as the Committee shall
determine; provided, however, that a Corresponding SAR that is related to an
incentive stock option may be exercised only to the extent that the related
Option is exercisable and when the Fair Market Value exceeds the option price of
the related Option. An Option or SAR granted under the Plan may be exercised
with respect to any number of whole shares less than the full number of shares
for which the Option or SAR could be exercised. A partial exercise of an Option
or SAR shall not affect the right to exercise the Option or SAR from time to
time in accordance with the Plan and the applicable Agreement with respect to
remaining shares subject to the Option or related to the SAR. The exercise of
either an Option or Corresponding SAR shall result in the termination of the
other to the extent of the number of shares with respect to which the Option or
Corresponding SAR is exercised.

     9.02 Payment. Unless otherwise provided by the Agreement, payment of the
Option price shall be made in cash or a cash equivalent acceptable to the
Committee. Payment of all or part of the Option price also may be made by
surrendering shares of Common Stock to the Company. If Common Stock is used to
pay all or part of the Option price, the sum of the cash and cash equivalent and
the Fair Market Value (determined as of the day preceding the date of exercise)
of the shares surrendered must not be less than the Option price of the shares
for which the Option is being exercised.

     9.03 Installment Payment. If the Agreement so provides, and if the
Participant is employed by the Company or an Affiliate on the date the Option is
exercised, payment of all or part of the Option price may be made in
installments. In that event, the Participant shall pay not less than ten percent
(10%) of the Option price of the shares acquired upon the exercise of an Option.
If the Agreement so provides, payment of such portion of the Option price may be
made in cash, a cash equivalent or by surrendering shares of Common


                                       -5-

<PAGE>

Stock to the Company. If Common Stock is used to pay part of the Option price,
the amount deemed to be paid with Common Stock shall be the Fair Market Value
(determined as of the day preceding the date of exercise) of the shares
surrendered.

     In the event that payment of all or part of the Option price is made in
installments, the Company shall lend the Participant an amount equal to not more
than ninety percent (90%) of the Option price of the shares acquired by the
exercise of the Option. This amount shall be evidenced by the Participant's
promissory note and shall be payable in not more than five equal annual
installments, unless the amount of the loan exceeds the maximum loan value for
the shares purchased, which value shall be established from time to time by
regulations of the Board of Governors of the Federal Reserve System. In that
event, the note shall be payable in equal quarterly installments over a period
of time not to exceed five years. The Committee, however, may vary such terms
and make such other provisions concerning the unpaid balance of such purchase
price in the case of hardship, subsequent termination of employment, absence on
military or government service or subsequent death of the Participant as in its
discretion are necessary or advisable in order to protect the Company, promote
the purposes of the Plan and comply with regulations of the Board of Governors
of the Federal Reserve System relating to securities credit transactions.

     The Participant shall pay interest on the unpaid balance at the minimum
rate necessary to avoid imputed interest or original issue discount under the
Code. All shares purchased with cash borrowed from the Company shall be pledged
to the Company as security for the repayment thereof. In the discretion of the
Committee, shares of stock may be released from such pledge proportionately as
payments on the note (together with interest) are made, provided the release of
such shares complies with the regulations of the Federal Reserve System relating
to securities credit transactions then applicable. While shares are so pledged,
and so long as there has been no default in the installment payments, such
shares shall remain registered in the name of the Participant, and the
Participant shall have the right to vote such shares and to receive all
dividends thereon.

     9.04 Determination of Payment of Cash and/or Common Stock Upon Exercise of
SAR. At the Committee's discretion, the amount payable as a result of the
exercise of a SAR may be settled in cash, Common Stock, or a combination of cash
and Common Stock. No fractional shares shall be deliverable upon the exercise of
a SAR but a cash payment will be made in lieu thereof.

     9.05 Shareholder Rights. No Participant shall have any rights as a
stockholder with respect to shares subject to an Option or SAR until the date of
exercise of such Option or SAR.


                                    ARTICLE X
                                  STOCK AWARDS
                                  ------------

     10.01 Awards. In accordance with the provisions of Article IV, the
Committee will designate each individual to whom a Stock Award is to be made and
will specify the number of shares of Common Stock covered by such award;
provided, however, that no Participant may receive Stock Awards in any calendar
year for more than 37,500 shares of Common Stock. The preceding sentence shall
not limit the issuance of Stock Awards in settlement of Performance Share
awards.

     10.02 Vesting. The Committee, on the date of the award, may, but shall not
be required to, prescribe that a Participant's rights in the Stock Award shall
be forfeitable or otherwise restricted for a period of time set forth in the
Agreement. By way of example and not of limitation, the restrictions may
postpone transferability of the shares until the attainment of performance
objectives prescribed by the Committee or may provide that the shares will be
forfeited if the Participant separates from the service of the Company and its
Affiliates before the expiration of a stated term.

     10.03 Performance Objectives. In accordance with Section 10.02, the
Committee may prescribe that Stock Awards will become vested or transferable or
both based on objectives stated with respect to the Company's, an Affiliate's or
an operating unit's return on equity, earnings per share, total earnings,
earnings growth, total sales, sales growth, return on capital or return on
assets or based on Fair Market Value. If the Committee, on the date of the
award, prescribes that a Stock Award shall become nonforfeitable and
transferable only upon the attainment of performance objectives stated with
respect to one or more of the


                                       -6-

<PAGE>

foregoing criteria, the shares subject to such Stock Award shall become
nonforfeitable and transferable only to the extent the Committee certifies that
such objectives have been achieved.

     10.04. Shareholder Rights. In accordance with the terms of the Agreement, a
Participant will have all rights of a shareholder with respect to the Common
Stock covered by a Stock Award, including the right to receive dividends and
vote the shares; provided, however, that (a) a Participant may not sell,
transfer, pledge, exchange, hypothecate or otherwise dispose of Restricted
Stock, (b) the Company shall retain custody of the certificates evidencing
shares of Restricted Stock, and (c) the Participant shall deliver to the Company
a stock power, endorsed in blank, with respect to each award of Restricted
Stock. The limitations set forth in the preceding sentence shall not apply after
the Restricted Stock is, in accordance with the terms of the applicable
Agreement, transferable and no longer forfeitable.


                                   ARTICLE XI
                           AWARD OF PERFORMANCE SHARES
                           ---------------------------

     11.01. Award. In accordance with the provisions of Article IV, the
Committee will designate individuals to whom an award of Performance Shares is
to be granted and will specify the number of shares of Common Stock covered by
such award; provided, however, that no Participant may receive Performance share
awards in any calendar year for more than 37,500 shares of Common Stock.

     11.02. Earning the Award. The Committee, on the date of the grant of an
award, may prescribe that the Performance shares, or a portion thereof, will be
earned according to the terms of the applicable Agreement. By way of example and
not of limitation, the Agreement may specify that Performance Shares shall be
earned only upon the Participant's completion of a specified period of
employment with the Company or an Affiliate or upon the attainment of stated
performance objectives or goals. Such performance objectives or goals may be
based on the Company's, an Affiliate's or an operating unit's return on equity,
earnings per share, total earnings, earnings growth, total sales, sales growth,
return on capital, return on assets, or Fair Market Value. If the Committee, on
the date of the award, prescribes that Performance Shares shall be earned only
upon the attainment of performance objectives stated with respect to one or more
of the foregoing criteria, such Performance Shares shall be earned only to the
extent the Committee certifies that such objectives have been achieved.

     11.03. Settlement. In the Committee's discretion, the amount payable when
an award of Performance Shares is earned may be settled in cash, by the grant of
a Stock Award or a combination of cash and a Stock Award. A fractional share
shall not be deliverable when a Performance Share is settled, but a cash payment
will be made in lieu thereof.

     11.04. Shareholder Rights. No Participant shall, as a result of receiving
an award of Performance Shares, have any rights as a shareholder until and to
the extent that the award of Performance Shares is earned and a Stock Award is
made. A Participant may not sell, transfer, pledge, exchange, hypothecate or
otherwise dispose of an award of Performance Shares or the right to receive
Common Stock thereunder other than by will or the laws of descent and
distribution. After and to the extent that an award of Performance Shares is
settled with a Stock Award, a Participant will have all the rights of a
shareholder as described in Plan section 11.03.


                                   ARTICLE XII
                     ADJUSTMENT UPON CHANGE IN COMMON STOCK
                     --------------------------------------

     The maximum number of shares that may be issued pursuant to Options, SARs
and Stock Awards under this Plan and the individual limits on the award of
Options, SARs, Stock Awards and Performance Shares in a calendar year shall be
proportionately adjusted, and the terms of outstanding awards of Performance
Shares, Options, SARs and Stock Awards shall be adjusted, as the Committee shall
determine to be equitably required in the event that the Company (1) effects one
or more stock dividends, stock split-ups, subdivisions or consolidations of
shares or (2) engages in a transaction to which Section 424 of the Code applies.
Any determination made under this Article XI by the Committee shall be final and
conclusive.


                                       -7-

<PAGE>

     The issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property, or for
labor or services, either upon direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of
the Company convertible into such shares or other securities, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the maximum
number of shares that may be issued pursuant to Options, SARs and Stock Awards
under this Plan, the individual limits on the award of Options, SARs, Stock
Awards and Performance Shares in a calendar year or outstanding awards of
Performance Shares, Options, SARs or Stock Awards.

     The Committee may award Performance Shares or grant Options, SARs and Stock
Awards in substitution for performance shares, stock awards, stock options,
stock appreciation rights or similar awards held by an individual who becomes an
employee of the Company or an Affiliate in connection with a transaction
described in the first paragraph of this Article XII. Notwithstanding any
provision of the Plan (other than the limitation of Article V), the terms of
such substituted award of Performance Shares, or grant of an Option, SAR or
Stock Award, shall be as the Committee, in its discretion, determines is
appropriate.


                                  ARTICLE XIII
              COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
              -----------------------------------------------------

     No Option or SAR shall be exercisable, no Common Stock shall be issued, no
certificates for shares of Common Stock shall be delivered, and no payment shall
be made under this Plan except in compliance with all applicable federal and
state laws and regulations (including, without limitation, withholding tax
requirements), any listing agreement to which the Company is a party, and the
rules of all domestic stock exchanges on which the Company's shares may be
listed. The Company shall have the right to rely on an opinion of its counsel as
to such compliance. Any share certificate issued to evidence Common Stock for
which a Stock Award is granted or for which an Option or SAR is exercised may
bear such legends and statements as the Committee may deem advisable to assure
compliance with federal and state laws and regulations. No Option or SAR shall
be exercisable, no Stock Award shall be granted, no Common Stock shall be
issued, no certificate for shares shall be delivered and no payment shall be
made under this Plan until the Company has obtained such consent or approval as
the Committee may deem advisable from regulatory bodies having jurisdiction over
such matters.


                                   ARTICLE XIV
                               GENERAL PROVISIONS
                               ------------------

     14.01. Effect on Employment. Neither the adoption of this Plan, its
operation nor any documents describing or referring to this Plan (or any part
thereof) shall confer upon any individual any right to continue in the employ or
service of the Company or an Affiliate or in any way affect any right and power
of the Company or an Affiliate to terminate the employment or service of any
individual at any time with or without assigning a reason therefor.

     14.02. Unfunded Plan. The Plan, insofar as it provides for awards or
grants, shall be unfunded, and the Company shall not be required to segregate
any assets that may at any time be represented by awards or grants under this
Plan. Any liability of the Company to any person with respect to any award or
grant under this Plan shall be based solely upon any contractual obligations
that may be created pursuant to this Plan. No such obligation of the Company
shall be deemed to be secured by any pledge of, or other encumbrance on, any
property of the Company.

     14.03. Disposition of Stock. A Participant shall notify the Committee of
any sale or other disposition of Common Stock acquired pursuant to an Option
that was an incentive stock option if such sale or disposition occurs (a) within
two (2) years of the grant of an Option or (b) within one (1) year of the
issuance of the Common Stock to the Participant. Such notice shall be in writing
and directed to the Secretary of the Company.

     14.04. Withholding Taxes. Each Participant shall be responsible for
satisfying any income and employment tax withholding obligations attributable to
participation in the Plan. Unless otherwise provided by the Agreement, any such
withholding tax obligations may be satisfied in cash (including from any cash


                                       -8-

<PAGE>

payable in settlement of an award of Performance Shares or an SAR) or a cash
equivalent acceptable to the Committee. Any withholding tax obligations may also
be satisfied by surrendering shares of Common Stock to the Company, by
withholding or reducing the number of shares of Common Stock otherwise issuable
to the Participant upon the exercise of an Option or SAR, the settlement of an
award of Performance Shares or the grant or vesting of a Stock Award, or by any
other method as may be approved by the Committee. If shares of Common Stock are
used to pay all or part of such withholding tax obligation, the Fair Market
Value of the shares surrendered, withheld or reduced shall be determined as of
the day preceding the date the Option or SAR is exercised, the Restricted stock
vests or the Performance Shares are earned, as applicable.

     14.05. Rules of Construction. Headings are given to the articles and
sections of this Plan solely as a convenience to facilitate reference. The
reference to any statute, regulation or other provision of law shall be
construed to refer to any amendment to or successor of such provision of law.


                                   ARTICLE XV
                                    AMENDMENT
                                    ---------

         The Board may amend or terminate this Plan from time to time; provided,
however, that no amendment may become effective until shareholder approval is
obtained if (1) the amendment materially increases the aggregate number of
shares of Common Stock that may be issued under the Plan, (2) the amendment
materially changes the class of individuals eligible to become Participants or
(3) the amendment materially increases the benefits that may be provided under
the Plan. No amendment shall, without a Participant's consent, adversely affect
any rights of such Participant under any outstanding award of Performance Shares
or any Option, SAR or Stock Award outstanding at the time such amendment is
made.


                                   ARTICLE XVI
                                DURATION OF PLAN
                                ----------------

     No Performance Shares may be awarded and no Option, SAR or Stock Award may
be granted under this Plan after March 6, 2006. Awards of Performance Shares and
Options, SARs and Stock Awards granted on or before that date shall remain valid
in accordance with their terms.


                                  ARTICLE XVII
                                INCENTIVE AWARDS
                                ----------------

     17.01. Awards. The Committee shall designate Participants to whom Incentive
Awards shall be made. All Incentive Awards shall be determined exclusively by
the Committee under procedures established by the committee; provided, however,
that in any calendar year, no Participant may receive an Incentive Award
exceeding $1 million.

     17.02. Earning an Award. The Committee, at the time an Incentive Award is
made, shall specify the terms and conditions that govern the award. Such terms
and conditions may include, by way of example and not of limitation,
requirements that the Participant complete a specified period of employment with
the Company or an Affiliate or that the Company, an Affiliate, an operating unit
or the Participant attain stated objectives or goals as a prerequisite to
payment under an Incentive Award. Such performance objectives or goals may be
based on one or more of the Company's, an Affiliate's or an operating unit's
gross, operating net earnings before or after taxes, return on equity, return on
capital, return on sales, return on assets or net assets, earnings per share,
cash flow per share, book value per share, earnings growth, sales growth, volume
growth, cash flow (as defined by the Committee), Fair Market Value, share price
or total shareholder return, market share, economic value added, market value
added, productivity, legal of expenses, qualify, safety, customer satisfaction,
total sales, total earnings or peer group comparisons of any of the
aforementioned objectives. Such goals may be set for a one-year period or a
longer period. If the Committee, on the date of an award, prescribes that the
Incentive Award shall be earned only upon the attainment of performance
objectives stated with respect to one or more of the foregoing criteria, such
Incentive Award shall be earned only to the extent that the Committee certifies
that such objectives or objectives have been achieved. The Committee, at the
time an Incentive Award is made, shall also specify when amounts shall be
payable under the Incentive Award and whether amounts shall be payable in the
event of the Participant's death, disability, retirement or a change of control.


                                       -9-

<PAGE>

     Except with respect to those Participants who are covered employees (as
determined under Code Section 162(m)(3)) and notwithstanding any other provision
of the Plan, the Committee, in its discretion may adjust the terms, conditions
or other requirements applicable to Incentive Awards and may increase or
decrease the amounts otherwise payable under an Incentive Award, to reflect
unusual or extraordinary transactions or events. The Committee may make such
adjustments with respect to one or more Participants, with respect to all
Participants as to Incentive Awards made during a particular year or with
respect to all outstanding Incentive Awards.

     17.03 Settlement. In the Committee's discretion, the amount payable when an
Incentive Award is earned may be settled in cash, by the issuance of Common
Stock or a combination of cash and Common Stock. A fractional share shall not be
deliverable when an Incentive Award is settled, but a cash payment shall be made
in lieu thereof.

     17.04. Shareholder Rights. No Participants shall, as a result of receiving
an Incentive Award, have any rights as a shareholder of the Company until and
then only to the extent that the Incentive Award is earned and Common Stock is
distributed. A Participant may not sell, transfer, pledge, exchange, hypothecate
or otherwise dispose of an Incentive Award or the rights to receive Common Stock
thereunder other than by will or the laws of descent and distribution. After and
to the extent that an Incentive Award is settled in Common Stock, a Participant
will have all the rights of a shareholder of the Company.

     17.05. Administration. The Committee shall construe and administer the
Plan, including this Article XVII relating to Incentive Awards, as if the term
"Incentive Award" had been included in all Plan provisions of general
application in a manner similar to the term Performance Shares. For example,
shares of Common Stock issued pursuant to Incentive Awards shall reduce the
aggregate number of shares of Common Stock that may be issued under the Plan in
accordance with Article V. As provided in Article III, the Committee's authority
to interpret the Plan in this regard shall be absolute.

                                       -10-