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                                 EXHIBIT 10.11.1

                             ULTRATECH STEPPER, INC.


                          EMPLOYEE STOCK PURCHASE PLAN

                   (AS AMENDED AND RESTATED OCTOBER 17, 2000)




I. PURPOSE OF THE PLAN

           This Employee Stock Purchase Plan is intended to promote the
interests of Ultratech Stepper, Inc., a Delaware corporation, by providing
Eligible Employees with the opportunity to acquire a proprietary interest in the
Corporation through participation in a payroll deduction-based employee stock
purchase plan designed to qualify under Section 423 of the Code.


           Capitalized terms herein shall have the meanings assigned to such
terms in the attached Appendix.


           The provisions of this October 2000 restatement shall become
effective with the offering period commencing on February 16, 2001 and shall not
have any force or effect prior to such date.

II. ADMINISTRATION OF THE PLAN

           The Plan Administrator shall have full authority to interpret and
construe any provision of the Plan and to adopt such rules and regulations for
administering the Plan as it may deem necessary in order to comply with the
requirements of Code Section 423. Decisions of the Plan Administrator shall be
final and binding on all parties having an interest in the Plan.

III. STOCK SUBJECT TO PLAN

           A. The stock purchasable under the Plan shall be shares of authorized
but unissued or reacquired Common Stock, including shares of Common Stock
purchased on the open market. The number of shares of Common Stock initially
reserved for issuance over the term of the Plan shall be limited to 950,000
shares. Such authorized share reserve is comprised of (i) the initial 200,000(1)
shares authorized by the Board and approved by the Corporation's stockholders
prior to the Plan Effective Date, (ii) an additional increase of 250,000 shares
authorized by the Board in March 1997 and approved by the Corporation's
stockholders at the 1997 Annual Meeting and (iii) a further increase of 500,000
shares of Common Stock authorized by the Board on March 16, 1999 and approved by
the Corporation's stockholders at the 1999 Annual Meeting. The 500,000-share
increase became effective with the offering period commencing August 2, 1999.


------------------------------------------------------------------------------
(1) As adjusted to reflect the 2:1 stock split the Corporation effected
May 10, 1995


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           B. Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and class of securities issuable under
the Plan, (ii) the maximum number and class of securities purchasable per
Participant on any one Purchase Date, (iii) the maximum number and class of
securities purchasable in total by all Participants on any one Purchase Date and
(iv) the number and class of securities and the price per share in effect under
each outstanding purchase right in order to prevent the dilution or enlargement
of benefits thereunder.

IV. OFFERING PERIODS

           A. Shares of Common Stock shall be offered for purchase under the
Plan through a series of overlapping offering periods until such time as (i) the
maximum number of shares of Common Stock available for issuance under the Plan
shall have been purchased or (ii) the Plan shall have been sooner terminated.

           B. Each offering period shall be of such duration (not to exceed
twenty-four (24) months) as determined by the Plan Administrator prior to the
start date of such offering period. Offering periods shall commence at
semi-annual intervals on February 16 (or, if such day is not a business day,
then the first business day thereafter) and on the first business day of August
each year over the term of the Plan. Accordingly, two (2) separate offering
periods shall commence in each calendar year the Plan remains in existence.

           C. Each offering period shall consist of a series of one or more
successive Purchase Intervals. Purchase Intervals shall run from February 16
(or, if such day is not a business day, then the first business day thereafter)
to the last business day in July each year and from the first business day in
August each year to February 15th (or, if such day is not a business day, then
the immediately preceding business day) in the following year.

           D. Should the Fair Market Value per share of Common Stock on any
Purchase Date within a particular offering period be less than the Fair Market
Value per share of Common Stock on the start date of that offering period, then
the individuals participating in such offering period shall, immediately after
the purchase of shares of Common Stock on their behalf on such Purchase Date, be
transferred from that offering period and automatically enrolled in the next
offering period commencing after such Purchase Date.

V. ELIGIBILITY

           A. Each individual who is an Eligible Employee on the start date of
any offering period under the Plan may enter that offering period on such start
date. However, an Eligible Employee may participate in only one offering period
at a time.

           B. Except as otherwise provided in Section IV.D. above, an Eligible
Employee must, in order to participate in a particular offering period, complete
the enrollment forms prescribed by the Plan Administrator (including a stock
purchase agreement and a payroll deduction authorization) and file such forms
with the Plan Administrator (or its designate) on or before the start date of
that offering period.
VI. PAYROLL DEDUCTIONS
           A. The payroll deduction authorized by the Participant for purposes
of acquiring shares of Common Stock during an offering period may be any
multiple of one percent (1%) of the Base Salary paid to the Participant during
each Purchase Interval within that offering period, up to a maximum of ten
percent (10%). The deduction rate so authorized shall continue in effect
throughout the offering period, except to the extent such rate is changed in
accordance with the following guidelines:

                 (i) The Participant may, at any time during the offering
           period, reduce his or her rate of payroll deduction to become
           effective as soon as possible after filing the appropriate form with
           the Plan Administrator. The Participant may not, however, effect more
           than one (1) such reduction per Purchase Interval.


                 (ii) The Participant may, prior to the commencement of any new
           Purchase Interval within the offering period, increase the rate of
           his or her payroll deduction by filing the appropriate form with the
           Plan Administrator. The new rate (which may not exceed the ten
           percent (10%) maximum) shall become effective on the start date of
           the first Purchase Interval following the filing of such form.


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           B. Payroll deductions shall begin on the first pay day
administratively feasible following the start date of the offering period and
shall (unless sooner terminated by the Participant) continue through the pay day
ending with or immediately prior to the last day of that offering period. The
amounts so collected shall be credited to the Participant's book account under
the Plan, but no interest shall be paid on the balance from time to time
outstanding in such account. The amounts collected from the Participant shall
not be required to be held in any segregated account or trust fund and may be
commingled with the general assets of the Corporation and used for general
corporate purposes.

           C. Payroll deductions shall automatically cease upon the termination
of the Participant's purchase right in accordance with the provisions of the
Plan.

           D. The Participant's acquisition of Common Stock under the Plan on
any Purchase Date shall neither limit nor require the Participant's acquisition
of Common Stock on any subsequent Purchase Date, whether within the same or a
different offering period.

VII. PURCHASE RIGHTS
           A. Grant of Purchase Rights. A Participant shall be granted a
separate purchase right for each offering period in which he or she is enrolled.
The purchase right shall be granted on the start date of the offering period and
shall provide the Participant with the right to purchase shares of Common Stock,
in a series of successive installments during that offering period, upon the
terms set forth below. The Participant shall execute a stock purchase agreement
embodying such terms and such other provisions (not inconsistent with the Plan)
as the Plan Administrator may deem advisable.

           Under no circumstances shall purchase rights be granted under the
Plan to any Eligible Employee if such individual would, immediately after the
grant, own (within the meaning of Code Section 424(d)) or hold outstanding
options or other rights to purchase, stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Corporation or any Corporate Affiliate.


           B. Exercise of the Purchase Right. Each purchase right shall be
automatically exercised in installments on each successive Purchase Date within
the offering period, and shares of Common Stock shall accordingly be purchased
on behalf of each Participant on each such Purchase Date. The purchase shall be
effected by applying the Participant's payroll deductions for the Purchase
Interval ending on such Purchase Date to the purchase of whole shares of Common
Stock at the purchase price in effect for the Participant for that Purchase
Date.

           C. Purchase Price. The purchase price per share at which Common Stock
will be purchased on the Participant's behalf on each Purchase Date within the
particular offering period in which he or she is enrolled shall be equal to
eighty-five percent (85%) of the lower of (i) the Fair Market Value per share of
Common Stock on the start date of that offering period or (ii) the Fair Market
Value per share of Common Stock on that Purchase Date.

           D. Number of Purchasable Shares. The number of shares of Common Stock
purchasable by a Participant on each Purchase Date during the particular
offering period in which he or she is enrolled shall be the number of whole
shares obtained by dividing the amount collected from the Participant through
payroll deductions during the Purchase Interval ending with that Purchase Date
by the purchase price in effect for the Participant for that Purchase Date.
However, the maximum number of shares of Common Stock purchasable per
Participant on any one Purchase Date shall not exceed 1,000 shares, subject to
periodic adjustments in the event of certain changes in the Corporation's
capitalization. In addition, the maximum number of shares of Common Stock
purchasable in total by all Participants in the Plan on any one Purchase Date
shall not exceed 75,000 shares, subject to periodic adjustments in the event of
certain changes in the Corporation's capitalization. However, the Plan
Administrator shall have the discretionary authority, exercisable prior to the
start of any offering period under the Plan, to increase or decrease the
limitations to be in effect for the number of shares purchasable per Participant
and in total by all Participants enrolled in that particular offering period on
each Purchase Date which occurs during that offering period.

           E. Excess Payroll Deductions. Any payroll deductions not applied to
the purchase of shares of Common Stock on any Purchase Date because they are not
sufficient to purchase a whole share of Common Stock shall be held for the
purchase of Common Stock on the next Purchase Date. However, any payroll
deductions not applied to the purchase of Common Stock by reason of the
limitation on the maximum number of shares purchasable per Participant or in
total by all Participants on the Purchase Date shall be promptly refunded.


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           F. Termination of Purchase Right. The following provisions shall
govern the termination of outstanding purchase rights:

                 (i) A Participant may, at any time prior to the next scheduled
           Purchase Date in the offering period in which he or she is enrolled,
           terminate his or her outstanding purchase right by filing the
           appropriate form with the Plan Administrator (or its designate), and
           no further payroll deductions shall be collected from the Participant
           with respect to the terminated purchase right. Any payroll deductions
           collected during the Purchase Interval in which such termination
           occurs shall, at the Participant's election, be immediately refunded
           or held for the purchase of shares on the next Purchase Date. If no
           such election is made at the time such purchase right is terminated,
           then the payroll deductions collected with respect to the terminated
           right shall be refunded as soon as possible.

                 (ii) The termination of such purchase right shall be
           irrevocable, and the Participant may not subsequently rejoin the
           offering period for which the terminated purchase right was granted.
           In order to resume participation in any subsequent offering period,
           such individual must re-enroll in the Plan (by making a timely filing
           of the prescribed enrollment forms) on or before the start date of
           that offering period.

                 (iii) Should the Participant cease to remain an Eligible
           Employee for any reason (including death, disability or change in
           status) while his or her purchase right remains outstanding, then
           that purchase right shall immediately terminate, and all of the
           Participant's payroll deductions for the Purchase Interval in which
           the purchase right so terminates shall be immediately refunded.
           However, should the Participant cease to remain in active service by
           reason of an approved unpaid leave of absence, then the Participant
           shall have the right, exercisable up until the last business day of
           the Purchase Interval in which such leave commences, to (a) withdraw
           all the payroll deductions collected to date on his or her behalf for
           that Purchase Interval or (b) have such funds held for the purchase
           of shares on his or her behalf on the next scheduled Purchase Date.
           In no event, however, shall any further payroll deductions be
           collected on the Participant's behalf during such leave. Upon the
           Participant's return to active service (x) within ninety (90) days
           following the commencement of such leave or (y) prior to the
           expiration of any longer period for which such Participant's right to
           reemployment with the Corporation is guaranteed by statute or
           contract, his or her payroll deductions under the Plan shall
           automatically resume at the rate in effect at the time the leave
           began, unless the Participant withdraws from the Plan prior to his or
           her return. An individual who returns to active employment following
           a leave of absence that exceeds in duration the applicable (x) or (y)
           time period will be treated as a new Employee for purposes of
           subsequent participation in the Plan and must accordingly re-enroll
           in the Plan (by making a timely filing of the prescribed enrollment
           forms) on or before the start date of any subsequent offering period
           in which he or she wishes to participate.

           G. Change in Control. Each outstanding purchase right shall
automatically be exercised, immediately prior to the effective date of any
Change in Control, by applying the payroll deductions of each Participant for
the Purchase Interval in which such Change in Control occurs to the purchase of
whole shares of Common Stock at a purchase price per share equal to eighty-five
percent (85%) of the lower of (i) the Fair Market Value per share of Common
Stock on the start date of the offering period in which such individual is
enrolled at the time of such Change in Control or (ii) the Fair Market Value per
share of Common Stock immediately prior to the effective date of such Change in
Control. However, the applicable limitation on the number of shares of Common
Stock purchasable per Participant shall continue to apply to any such purchase,
but not the limitation applicable to the maximum number of shares of Common
Stock purchasable in total by all Participants on any one Purchase Date.

           The Corporation shall use its best efforts to provide at least ten
(10) days' prior written notice of the occurrence of any Change in Control, and
Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights prior to the effective date of the
Change in Control.

           H. Proration of Purchase Rights. Should the total number of shares of
Common Stock to be purchased pursuant to outstanding purchase rights on any
particular date exceed the number of shares then available for issuance under
the Plan, the Plan Administrator shall make a pro-rata allocation of the
available shares on a uniform and


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nondiscriminatory basis, and the payroll deductions of each Participant, to the
extent in excess of the aggregate purchase price payable for the Common Stock
pro-rated to such individual, shall be refunded.

           I. Assignability. The purchase right shall be exercisable only by the
Participant and shall not be assignable or transferable by the Participant.

           J. Stockholder Rights. A Participant shall have no stockholder rights
with respect to the shares subject to his or her outstanding purchase right
until the shares are purchased on the Participant's behalf in accordance with
the provisions of the Plan and the Participant has become a holder of record of
the purchased shares.

VIII. ACCRUAL LIMITATIONS

           A. No Participant shall be entitled to accrue rights to acquire
Common Stock pursuant to any purchase right outstanding under this Plan if and
to the extent such accrual, when aggregated with (i) rights to purchase Common
Stock accrued under any other purchase right granted under this Plan and (ii)
similar rights accrued under other employee stock purchase plans (within the
meaning of Code Section 423)) of the Corporation or any Corporate Affiliate,
would otherwise permit such Participant to purchase more than Twenty-Five
Thousand Dollars ($25,000.00) worth of stock of the Corporation or any Corporate
Affiliate (determined on the basis of the Fair Market Value per share on the
date or dates such rights are granted) for each calendar year such rights are at
any time outstanding.

           B. For purposes of applying such accrual limitations to the purchase
rights granted under the Plan, the following provisions shall be in effect:

                 (i) The right to acquire Common Stock under each outstanding
           purchase right shall accrue in a series of installments on each
           successive Purchase Date during the offering period in which such
           right remains outstanding.

                 (ii) No right to acquire Common Stock under any outstanding
           purchase right shall accrue to the extent the Participant has already
           accrued in the same calendar year the right to acquire Common Stock
           under one or more other purchase rights at a rate equal to
           Twenty-Five Thousand Dollars ($25,000.00) worth of Common Stock
           (determined on the basis of the Fair Market Value per share on the
           date or dates of grant) for each calendar year such rights were at
           any time outstanding.

           C. If by reason of such accrual limitations, any purchase right of a
Participant does not accrue for a particular Purchase Interval, then the payroll
deductions that the Participant made during that Purchase Interval with respect
to such purchase right shall be promptly refunded.

           D. In the event there is any conflict between the provisions of this
Article and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Article shall be controlling.

IX. EFFECTIVE DATE AND TERM OF THE PLAN

           A. The Plan was adopted by the Board on March 16, 1995 and was
subsequently approved by the Corporation's stockholders at the 1995 Annual
Meeting. The Plan became effective on the Effective Date and was subsequently
amended effective as of February 1, 1996 to include as Participating
Corporations the following Corporate Affiliates; Ultratech Stepper UK, Ltd.,
Ultratech K.K. and Ultratech Stepper International, Inc. On February 3, 1997
UltraBeam Lithography, Inc. was named a Participating Corporation and effective
August 1, 1997, Ultratech Stepper (Thailand) Company, Ltd. was named a
Participating Corporation.

           B. Unless sooner terminated by the Board, the Plan shall terminate
upon the earliest of (i) the last business day in July 2005, (ii) the date on
which all shares available for issuance under the Plan shall have been sold
pursuant to purchase rights exercised under the Plan or (iii) the date on which
all purchase rights are exercised in connection with a Corporate Transaction. No
further purchase rights shall be granted or exercised, and no further payroll
deductions shall be collected, under the Plan following its termination.

           C. The Plan was amended and restated by the Board in March 1997 to
increase the maximum number of shares of Common Stock authorized for issuance
over the term of the Plan by an additional 250,000 shares to 450,000 shares. The
amendment was approved by the Corporation's stockholders at the 1997 Annual
Meeting.


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           D. The Plan was amended and restated by the Board, effective March
16, 1999 to effect the following revisions: (i) increase the maximum number of
shares of Common Stock authorized for issuance over the term of the Plan by an
additional 500,000 shares to 950,000 shares and (ii) limit the maximum number of
shares of Common Stock purchasable in total by all Participants on any one
Purchase Date to 150,000 shares. The amendment was approved by the Corporation's
stockholders at the 1999 Annual Meeting and will become effective with the
offering period commencing August 2, 1999.

           E. The Plan was amended and restated by the Board, effective February
16, 20001 to effect the following revisions, beginning with the offering period
commencing February 16, 2001: (i) implement a series of overlapping twenty-four
(24)-month offering periods beginning at semi-annual intervals each year, (ii)
establish semi-annual purchase dates within each offering period, (iii) limit
the number of shares of Common Stock purchasable by any one Participant on any
one Purchase Date to a total of 1,000 shares and (iv) limit the maximum number
of shares of Common Stock purchasable in total by all Participants on any one
Purchase Date to 75,000 shares. The amendment was approved on October 17, 2000
by the Corporation's Board of Directors and will become effective with the
offering period commencing February 16, 2000.

X. AMENDMENT OF THE PLAN

           A. The Board may alter, amend, suspend or terminate the Plan at any
time to become effective immediately following the close of any Purchase
Interval. However, the Plan may be amended or terminated immediately upon Board
action, if and to the extent necessary to assure that the Corporation will not
recognize, for financial reporting purposes, any compensation expense in
connection with the shares of Common Stock offered for purchase under the Plan,
should the financial accounting rules applicable to the Plan at the Effective
Time be subsequently revised so as to require the Corporation to recognize
compensation expense in the absence of such amendment or termination.

           B. In no event may the Board effect any of the following amendments
or revisions to the Plan without the approval of the Corporation's stockholders:
(i) increase the number of shares of Common Stock issuable under the Plan,
except for permissible adjustments in the event of certain changes in the
Corporation's capitalization, (ii) alter the purchase price formula so as to
reduce the purchase price payable for the shares of Common Stock purchasable
under the Plan or (iii) modify the eligibility requirements for participation in
the Plan.

                             XI. GENERAL PROVISIONS

           A. All costs and expenses incurred in the administration of the Plan
shall be paid by the Corporation; however, each Plan Participant shall bear all
costs and expenses incurred by such individual in the sale or other disposition
of any shares purchased under the Plan.

           B. Nothing in the Plan shall confer upon the Participant any right to
continue in the employ of the Corporation or any Corporate Affiliate for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation (or any Corporate Affiliate employing such person)
or of the Participant, which rights are hereby expressly reserved by each, to
terminate such person's employment at any time for any reason, with or without
cause.

           C. The provisions of the Plan shall be governed by the laws of the
State of California without resort to that State's conflict-of-laws rules.


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                                   SCHEDULE A
           CORPORATIONS PARTICIPATING IN EMPLOYEE STOCK PURCHASE PLAN


                             Ultratech Stepper, Inc.


                           Ultratech Stepper UK, Ltd.


                                 Ultratech K.K.


                      Ultratech Stepper International, Inc.


                   Ultratech Stepper (Thailand) Company, Ltd.


                         Integrated Lithography Systems, Inc.


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                                    APPENDIX


The following definitions shall be in effect under the Plan:

           A. BOARD shall mean the Corporation's Board of Directors.

           B. BASE SALARY shall mean the regular base salary paid to a
Participant by one or more Participating Companies during such individual's
period of participation in the Plan, calculated before deduction of (i) any
income or employment tax withholdings or (ii) any pre-tax contributions made by
the Participant to any Code Section 401(k) salary deferral plan or any Code
Section 125 cafeteria benefit program now or hereafter established by the
Corporation or any Corporate Affiliate. The following items of compensation
shall not be included in Base Salary: (i) all overtime payments, bonuses,
commissions (other than those functioning as base salary equivalents),
profit-sharing distributions and other incentive-type payments and (ii) any and
all contributions (other than Code Section 401(k) or Code Section 125
contributions deducted from Base Salary) made on the Participant's behalf by the
Corporation or any Corporate Affiliate under any employee benefit or welfare
plan now or hereafter established.

           C. CODE shall mean the Internal Revenue Code of 1986, as amended.

           D. COMMON STOCK shall mean the Corporation's common stock.

           E. CORPORATE AFFILIATE shall mean any parent or subsidiary
corporation of the Corporation (as determined in accordance with Code Section
424), whether now existing or subsequently established.

           F. CHANGE IN CONTROL shall mean a change in ownership of the
Corporation pursuant to any of the following transactions:

                 (i) a merger or consolidation in which securities possessing
           more than fifty percent (50%) of the total combined voting power of
           the Corporation's outstanding securities are transferred to a person
           or persons different from the persons holding those securities
           immediately prior to such transaction, or

                 (ii) the sale, transfer or other disposition of all or
           substantially all of the assets of the Corporation in complete
           liquidation or dissolution of the Corporation, or

                 (iii) the acquisition, directly or indirectly, by a person or
           related group of persons (other than the Corporation or a person that
           directly or indirectly controls, is controlled by or is under common
           control with the Corporation) of beneficial ownership (within the
           meaning of Rule 13d-3 of the 1934 Act) of securities possessing more
           than fifty percent (50%) of the total combined voting power of the
           Corporation's outstanding securities pursuant to a tender or exchange
           offer made directly to the Corporation's stockholders.

           G. CORPORATION shall mean Ultratech Stepper, Inc., a Delaware
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of Ultratech Stepper, Inc., which shall by appropriate
action adopt the Plan.

           H. EFFECTIVE DATE shall mean the first business day in August 1995.
Any Corporate Affiliate which becomes a Participating Corporation after such
Effective Date shall designate a subsequent Effective Date with respect to its
employee-Participants.

           I. ELIGIBLE EMPLOYEE shall mean any person who is engaged, on a
regularly-scheduled basis of more than twenty (20) hours per week for more than
five (5) months per calendar year, in the rendition of personal services to any
Participating Corporation as an employee for earnings considered wages under
Code Section 3401(a).

           J. FAIR MARKET VALUE per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:


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                 (i) If the Common Stock is at the time traded on the Nasdaq
           National Market, then the Fair Market Value shall be the closing
           selling price per share of Common Stock on the date in question, as
           such price is reported by the National Association of Securities
           Dealers on the Nasdaq National Market and published in The Wall
           Street Journal. If there is no closing selling price for the Common
           Stock on the date in question, then the Fair Market Value shall be
           the closing selling price on the last preceding date for which such
           quotation exists.

                 (ii) If the Common Stock is at the time listed on any Stock
           Exchange, then the Fair Market Value shall be the closing selling
           price per share of Common Stock on the date in question on the Stock
           Exchange determined by the Plan Administrator to be the primary
           market for the Common Stock, as such price is officially quoted in
           the composite tape of transactions on such exchange and published in
           The Wall Street Journal. If there is no closing selling price for the
           Common Stock on the date in question, then the Fair Market Value
           shall be the closing selling price on the last preceding date for
           which such quotation exists.

           K. PARTICIPANT shall mean any Eligible Employee of a Participating
Corporation who is actively participating in the Plan.

           L. PARTICIPATING CORPORATION shall mean the Corporation and such
Corporate Affiliate or Affiliates as may be authorized from time to time by the
Board to extend the benefits of the Plan to their Eligible Employees. The
Participating Corporations in the Plan as of June 3, 1999 are listed in attached
Schedule A.

           M. PLAN shall mean the Corporation's Employee Stock Purchase Plan, as
set forth in this document.

           N. PLAN ADMINISTRATOR shall mean the Compensation Committee of the
Board in its capacity as administrator of the Plan.

           O. PURCHASE DATE shall mean the last business day of each Purchase
Interval. The initial Purchase Date under this October 17 2000 restatement shall
be July 31, 2001.

           P. PURCHASE INTERVAL shall mean each successive six (6)-month period
within a particular offering period at the end of which there shall be purchased
shares of Common Stock on behalf of each Participant.

           Q. SECURITIES ACT shall mean the Securities Act of 1933, as amended.

           R. STOCK EXCHANGE shall mean either the American Stock Exchange or
the New York Stock Exchange.


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