Exhibit 4.5

                           TELEWEST GLOBAL, INC.
                         2004 STOCK INCENTIVE PLAN

1.   Purpose; Construction.
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This Telewest Global, Inc. 2004 Stock Incentive Plan is intended to
encourage stock ownership by employees, directors and independent
contractors of Telewest Global, Inc. (the "Corporation") and its divisions
and subsidiary and parent corporations and other affiliates, so that they
may acquire or increase their proprietary interest in the Corporation, and
to encourage such employees, directors and independent contractors to
remain in the employ or service of the Corporation or its affiliates and to
put forth maximum efforts for the success of the business. To accomplish
such purposes, the Plan provides that the Corporation may grant Incentive
Stock Options, Nonqualified Stock Options, Restricted Stock, Restricted
Stock Units and Share Awards (each as hereinafter defined).

2.   Definitions.
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As used in this Plan, the following words and phrases shall have the
meanings indicated:

     (a) An "Acceleration Event" shall be deemed to have occurred if the
event set forth in any one of the following paragraphs in this Section 2(a)
shall have occurred; provided, that the transactions effected by the
financial restructuring of Telewest Communication plc (including the
schemes of arrangement by Telewest Communications plc and Telewest Finance
(Jersey) Limited)), shall in no event constitute an Acceleration Event:

          (1) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Corporation (not including in the
securities beneficially owned by such Person any securities acquired
directly from the Corporation) representing 30% or more of the combined
voting power of the Corporation's then outstanding securities, excluding
any Person who becomes such a Beneficial Owner in connection with a
transaction described in clause (a) of Paragraph (3) below; or

          (2) the following individuals cease for any reason to constitute
a majority of the number of directors then serving: individuals who, on the
date the Plan is adopted by the Board, constitute the Board and any new
director (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including,
without limitation, a consent solicitation, relating to the election of
directors of the Corporation) whose appointment or election by the Board or
nomination for election by the Corporation's stockholders was approved or
recommended by a vote of at least a majority of the directors then still in
office who either were directors on the date hereof or whose appointment,
election or nomination for election was previously so approved or
recommended; or

          (3) there is consummated a merger or consolidation of the
Corporation or any direct or indirect subsidiary of the Corporation with
any other corporation, other than (a) a merger or consolidation which would
result in the voting securities of the Corporation outstanding immediately
prior to such merger or consolidation continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or any parent thereof) at least 50% of the combined voting
power of the securities of the Corporation or such surviving entity or any
parent thereof outstanding immediately after such merger or consolidation,
or (b) a merger or consolidation effected to implement a recapitalization
of the Corporation (or similar transaction) in which no Person is or
becomes the Beneficial Owner, directly or indirectly, of securities of the
Corporation (not including in the securities beneficially owned by such
Person any securities acquired directly from the Corporation) representing
30% or more of the combined voting power of the Corporation's then
outstanding securities; or

          (4) the stockholders of the Corporation approve a plan of
complete liquidation or dissolution of the Corporation or there is
consummated an agreement for the sale or disposition by the Corporation of
all or substantially all of the Corporation's assets, other than a sale or
disposition by the Corporation of all or substantially all of the
Corporation's assets to an entity, at least 50% of the combined voting
power of the voting securities of which are owned by the stockholders of
the Corporation immediately prior to such sale.

Notwithstanding the foregoing, an "Acceleration Event" shall not be deemed
to have occurred by virtue of the consummation of any transaction or series
of integrated transactions immediately following which the record holders
of the common stock of the Corporation immediately prior to such
transaction or series of transactions continue to have substantially the
same proportionate ownership in an entity which owns all or substantially
all of the assets of the Corporation immediately following such transaction
or series of transactions.

     (b) "Affiliate" shall have the meaning set forth in Rule 12b-2 under
Section 12 of the Exchange Act.

     (c) "Affiliated Entity" shall have the meaning set forth in Section 4
hereof.

     (d) "Agreement" shall mean a written or electronic agreement between
the Corporation and a Participant evidencing the grant of an Option or
Award and setting forth the terms and conditions thereof.

     (e) "Award" shall mean a grant of Restricted Stock, a Restricted Stock
Unit, a Share Award or any or all of them.

     (f) "Beneficial Owner" shall have the meaning set forth in Rule 13d-3
under the Exchange Act, except that a Person shall not be deemed to be the
Beneficial Owner of any securities which are properly filed on a Form 13-G.

     (g) "Board" shall mean the Board of Directors of the Corporation.

     (h) "Cause" shall mean as follows: (a) in the case of a Participant
whose employment with the Corporation or a Subsidiary Corporation is
subject to the terms of an employment agreement which includes a definition
of "Cause", the term "Cause" as used in this Plan or any Agreement shall
have the meaning set forth in such employment agreement during the period
that such employment agreement remains in effect, and (b) in all other
cases, the term "Cause" as used in this Plan or any Agreement shall mean
(i) an intentional failure to perform reasonably assigned duties, (ii)
dishonesty or willful misconduct in the performance of duties, (iii)
involvement in a transaction in connection with the performance of duties
to the Corporation or any of its Subsidiary Corporations which transaction
is adverse to the interests of the Corporation or any of its Subsidiary
Corporations and which is engaged in for personal profit or (iv) willful
violation of any law, rule or regulation in connection with the performance
of duties (other than traffic violations or similar offenses).

     (i) "Code" shall mean the Internal Revenue Code of 1986, as amended,
and any reference to the Code shall include all treasury regulations
promulgated thereunder.

     (j) "Committee" shall have the meaning set forth in Section 3 hereof.

     (k) "Common Stock" shall mean the common stock, par value $.01 per
share, of the Corporation.

     (l) "Disability" shall mean as follows: (1) in the case of a
Participant whose employment with the Corporation or a Subsidiary
Corporation is subject to the terms of an employment agreement which
includes a definition of "Disability", the term "Disability" as used in
this Plan or any Agreement shall have the meaning set forth in such
employment agreement during the period that such employment agreement
remains in effect, and (2) in all other cases, the term "Disability" as
used in this Plan or any Agreement shall have the same meaning as the term
"Disability" as used in the Corporation's long-term disability plan, or, if
the Corporation has no long-term disability plan, shall mean a
Participant's inability to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can
be expected to result in death or that has lasted or can be expected to
last for a continuous period of not less than twelve (12) months; provided,
however, that when used in connection with the exercise of an Incentive
Stock Option following termination of employment, the term "Disability" as
used in this Plan or any Agreement shall mean a disability within the
meaning of Section 22(e)(3) of the Code.

     (m) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

     (n) "Fair Market Value" per Share as of a particular date shall mean
(i) if the Shares are then traded in a stock exchange, on an
over-the-counter market, or otherwise, the closing price for the Shares in
such market on such date or, if there were no such sales on the particular
date, but there were such sales of Common Stock on dates within a
reasonable period both before and after the particular date, the weighted
average of the closing sale prices on the nearest date before and nearest
date after the particular date, (ii) if the provisions of (i) of this
subsection (n) are inapplicable because actual sales are not available
during a reasonable period beginning before and ending after the particular
date, the average between the bona fide bid and asked prices on the
particular date, or if none, the weighted average of the means between the
bona fide bid and asked prices on the nearest trading date before and the
nearest trading date after the particular date, if both such nearest dates
are within a reasonable period, (iii) if the provisions of (i) and (ii) of
this subsection (n) are inapplicable because no actual sale prices or bona
fide bid and asked prices are available on a date within a reasonable
period before the particular date, but such prices are available on a date
within a reasonable period after the valuation date, or vice versa, then
the average between the highest and lowest available sales prices or bid
and asked prices, or (iv) if the Committee believes the value of the Common
Stock determined under (i), (ii) or (iii) of this subsection (n) does not
reflect the fair market value on the particular date, such value as the
Committee in its discretion may determine.

     (o) "Incentive Stock Option" shall mean an Option that is an
"incentive stock option" within the meaning of Section 422 of the Code, or
any successor provision, and that is designated in the applicable Agreement
as an Incentive Stock Option.

     (p) "Nonqualified Stock Option" shall mean any Option that is not an
Incentive Stock Option, including any Option that provides (as of the time
such Option is granted) that it will not be treated as an Incentive Stock
Option.

     (q) "Option" shall mean an option to purchase Shares.

     (r) "Parent Corporation" shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations ending with the employer
corporation if, at the time of granting an Option or Award, each of the
corporations other than the employer corporation owns stock possessing
fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.

     (s) "Participant" shall mean a person to whom an Award or Option has
been granted under the Plan.

     (t) "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Corporation or any of its
Affiliates, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Corporation or any of its subsidiaries, (iii)
an underwriter temporarily holding securities pursuant to an offering of
such securities, or (iv) a corporation owned, directly or indirectly, by
the stockholders of the Corporation in substantially the same proportions
as their ownership of stock of the Corporation.

     (u) "Restricted Stock" shall mean Shares issued or transferred to an
Eligible Individual (as defined in Section 4) pursuant to Section 7.

     (v) "Restricted Stock Unit" shall mean rights granted to an Eligible
Individual (as defined in Section 4) pursuant to Section 7 representing a
number of hypothetical Shares.

     (w) "Rule 16b-3" shall mean Rule 16b-3 promulgated under Section 16 of
the Exchange Act (or any other comparable provisions in effect at the time
or times in question).

     (x) "Share Award" shall mean an Award of Shares granted pursuant to
Section 8.

     (y) "Shares" shall mean shares of Common Stock and any other
securities into which such shares are changed or for which such shares are
exchanged.

     (z) "Subsidiary Corporation" shall mean any corporation (other than
the Corporation) in an unbroken chain of corporations beginning with the
employer corporation if, at the time of granting an Option or Award, each
of the corporations other than the last corporation in the unbroken chain
owns stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in
such chain.

3.   Administration.
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The Plan shall be administered by the Compensation Committee of the Board
(the "Compensation Committee") or such other committee appointed either by
the Board or by the Compensation Committe (the committee that administers
the Plan, the "Committee"); provided, however, to the extent determined
necessary to satisfy the requirements for exemption from Section 16(b) of
the Exchange Act with respect to the acquisition or disposition of
securities hereunder or the requirements for exemption from Section 162(m)
of the Code, action by the Committee shall be by a subcommittee of a
committee of the Board composed solely of two or more "non-employee
directors" within the meaning of Rule 16b-3 and "outside directors" as
defined in Section 162(m) of the Code, appointed by the Board or by the
Committee. Notwithstanding anything in the Plan to the contrary, to the
extent determined to be necessary to satisfy an exemption under Rule 16b-3
with respect to a grant hereunder (and, as applicable, with respect to the
disposition to the Corporation of a security hereunder), or as otherwise
determined advisable by the Committee, the terms of such grant and
disposition under the Plan shall be subject to the approval of the Board.
Any approval of the Board, as provided in the preceding sentence, shall not
otherwise limit or restrict the authority of the Committee to make grants
under the Plan. Notwithstanding the foregoing, the mere fact that a member
of the Committee shall fail to qualify as a "non-employee director" within
the meaning of Rule 16b-3 or as an "outside director" as defined in Section
162(m) of the Code shall not invalidate any Option or Award granted by the
Committee, which Option or Award is otherwise validly made under the Plan.
The Committee shall have the authority and discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer the
Plan and to exercise all the powers and authorities either specifically
granted to it under the Plan or necessary or advisable in the
administration of the Plan, including, without limitation, the authority
to: (1) grant Options and Awards; (2) interpret and administer the Plan,
(3) resolve any ambiguity, reconcile any inconsistency, correct any default
or deficiency and/or supply any omission in the Plan or any instrument or
agreement relating thereto, (4) determine the purchase price of the Shares
covered by each Option (the "Option Price"); (5) determine the type or
types of Options and Awards to be granted; (6) determine the persons to
whom, and the time or times at which, Options and Awards shall be granted;
(7) determine the number of Shares to be covered by each Option and Award;
(8) prescribe, amend and rescind rules and regulations relating to the
Plan; (9) determine the terms and provisions of the Agreements (which need
not be identical) entered into in connection with Options and Awards
granted under the Plan; and (10) make all other determinations deemed
necessary or advisable for the administration of the Plan. In certain
circumstances, the powers of the Committee under the Plan may be exercised
by the "independent directors" of the Board within the meaning of NASDAQ
Rule 4200(a)(15). The Committee may delegate to one or more of its members
or to one or more agents such administrative duties as it may deem
advisable, and the Committee or any person to whom it has delegated duties
as aforesaid may employ one or more persons to render advice with respect
to any responsibility the Committee or such person may have under the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect
to the Plan or any Option or Award or any documents evidencing any and all
Options and Awards shall be within the sole discretion of the Committee,
may be made at any time pursuant to the Plan and shall be final,
conclusive, and binding upon all parties, including, without limitation,
the Corporation, any Affiliate, any Participant, any holder or beneficiary
of any Options and Awards, and any shareholder of the Corporation. The
Board shall fill all vacancies, however caused, in the Committee. The Board
may from time to time appoint additional members to the Committee, and may
at any time remove one or more members of the Committee and substitute
others. One member of the Committee may be selected by the Board as
chairman. The Committee shall hold its meetings at such times and places as
it shall deem advisable. All determinations of the Committee shall be made
by a majority of its members either present in person or participating by
conference telephone at any meeting or by written consent. The Committee
may appoint a secretary and make such rules and regulations for the conduct
of its business as it shall deem advisable, and shall keep minutes of its
meetings. No member of the Board or Committee shall be liable for any
action taken or determination made in good faith with respect to the Plan
or any Option or Award granted hereunder.

4.   Eligibility.
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Options and Awards may be granted (i) to employees (including, without
limitation, (x) officers and directors who are employees and (y) any
individual to whom a formal written offer of employment has been extended)
and directors (who are not employees) of the Corporation, including its
present or future divisions, and Subsidiary Corporations and Parent
Corporations; (ii) to employees of an affiliated entity of the Corporation
(an "Affiliated Entity") which is designated by the Board to participate in
the Plan; and (iii) to independent contractors of the Corporation,
including its present or future divisions, Subsidiary Corporations, Parent
Corporations or Affiliated Entities ((i), (ii) and (iii) collectively,
"Eligible Individuals"). In determining the persons to whom Options and
Awards shall be granted and the number of Shares to be covered by each
Option and Award, the Committee shall take into account the duties of the
respective persons, their present and potential contributions to the
success of the Corporation and such other factors as the Committee shall
deem relevant in connection with accomplishing the purpose of the Plan. A
Participant shall be eligible to receive more than one grant of an Option
or Award during the term of the Plan, but only on the terms and subject to
the restrictions hereinafter set forth. Incentive Stock Options may be
granted only to employees of the Corporation and its Subsidiary
Corporations.

5.   Stock.
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Shares shall be subject to Options and Awards hereunder. Such Shares may,
in whole or in part, be authorized but unissued Shares or Shares that shall
have been or that may be reacquired by the Corporation. The aggregate
number of Shares as to which Options and Awards may be granted from time to
time under the Plan shall not exceed 24,500,000, all of which may be
subject to Incentive Stock Options. The limitation established by the
preceding sentence shall be subject to adjustment as provided in Section
6(j) and Section 9 hereof. The aggregate number of Shares with respect to
which Options and Awards may be granted to any individual Participant
during the Corporation's fiscal year shall not exceed 4,000,000. In the
event that any portion of an outstanding Option or Award under the Plan for
any reason expires or is canceled, surrendered, exchanged or otherwise
terminated without having been exercised in full, the Shares allocable to
such portion (including, if applicable, all shares subject to the Option or
Award) shall (unless the Plan shall have been terminated) become available
for subsequent grants of Options and Awards under the Plan. In addition, if
any Option is exercised by tendering Shares, either actually or by
attestation, to the Corporation as full or partial payment of the exercise
price, the maximum number of Shares available under the Plan shall be
increased by the number of Shares so tendered.

6.   Terms and Conditions of Options.
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Each Option granted pursuant to the Plan shall be evidenced by an
Agreement, which shall comply with and be subject to the following terms
and conditions:

     (a) Number of Shares. Each Agreement evidencing the grant of an Option
shall state the number of Shares to which the Option relates.

     (b) Type of Option. Each Agreement evidencing the grant of an Option
shall specifically identify the Option as either an Incentive Stock Option
or a Nonqualified Stock Option.

     (c) Option Price. Each Agreement evidencing the grant of an Option
shall state the Option Price, which shall be determined by the Committee at
the time of grant; provided, however, that in the case of an Incentive
Stock Option, the Option Price shall in no event be less than the Fair
Market Value of a Share at the time of grant. The Option Price shall be
subject to adjustment as provided in Sections 6(j) and 9 hereof. An Option
shall be considered to be granted on the date designated by the Committee
in the resolution authorizing the grant of such Option.

     (d) Medium and Time of Payment. Options may be exercised in whole or
in part at any time during the Option period by giving written notice of
exercise to the Corporation specifying the number of Shares to be
purchased, accompanied by payment of the Option Price. Payment of the
Option Price shall be made in such manner as the Committee may provide in
the Agreement evidencing the grant of the Option, which may include cash
(including cash equivalents, such as by certified or bank check payable to
the Corporation), delivery of unrestricted Shares that have been owned by
the Participant or, as applicable, a permissible transferee (as provided in
Section 6(i)) for at least six months, by means of any cashless exercise
procedure approved by the Committee as permitted by law (including the
withholding of Shares otherwise issuable upon exercise), any other manner
determined by the Committee as permitted by law, or any combination of the
foregoing.

     (e) Term and Exercise of Options. Options shall be exercisable over
the exercise period as and at the times and upon the conditions that the
Committee may determine, as reflected in the Agreement; provided, however,
that the Committee shall have the authority to accelerate the
exercisability of any outstanding Option at such time and under such
circumstances as it, in its sole discretion, deems appropriate; provided,
further, that such exercise period of a Nonqualified Stock Option shall not
exceed eleven (11) years from the date of grant of such option; provided,
further, that such exercise period of an Incentive Stock Option shall not
exceed ten (10) years from the date of grant of such option. The exercise
period shall be subject to earlier termination as provided in Section 6(g)
hereof. An Option may be exercised, as to any or all full Shares as to
which the Option has become exercisable, by giving written notice of such
exercise to the Corporation's Option administrator or to such individual(s)
as the Committee may from time to time designate.

     (f) Limitations on Incentive Stock Options. To the extent that the
aggregate Fair Market Value of Shares with respect to which Incentive Stock
Options are exercisable for the first time by a Participant during any
calendar year under the Plan and any other stock option plan of the
Corporation shall exceed $100,000, such Options shall be treated as
Nonqualified Stock Options. Such Fair Market Value shall be determined as
of the date on which each such Incentive Stock Option is granted. In
applying the limitation in the preceding two sentences in the case of
multiple Option grants, Options which were intended to be Incentive Stock
Options shall be treated as Nonqualified Stock Options according to the
order in which they were granted such that the most recently granted
Options are first treated as Nonqualified Stock Options. No Incentive Stock
Option may be granted to an individual if, at the time of the proposed
grant, such individual owns (or is deemed to own under the Code) stock
possessing more than 10% of the total combined voting power of all classes
of stock of the Corporation unless (1) the Option Price of such Incentive
Stock Option is at least 110% of the Fair Market Value of a Share at the
time such Incentive Stock Option is granted and (2) such Incentive Stock
Option is not exercisable after the expiration of five years from the date
such Incentive Stock Option is granted.

     (g) Termination. Except as provided in this Section 6(g) and in
Section 6(h) hereof or in the Agreement, an Option may not be exercised by
the Participant to whom it was granted or by a transferee to whom such
Option was transferred (as provided in Section 6(i)) unless the Participant
is then in the employ or service of the Corporation or a division or any
corporation which was, at the time of grant of such Option, a Subsidiary
Corporation or Parent Corporation thereof (or a corporation or a Parent or
Subsidiary Corporation of such corporation issuing or assuming the Option
in a corporate transaction) or an Affiliated Entity, and unless the
Participant has remained continuously so employed or continuously
performing such service since the date of grant of the Option. Unless
otherwise provided in the Agreement, in the event that the employment or
service of a Participant shall terminate (other than by reason of death,
Disability or retirement), all Options granted to such Participant or
transferred by such Participant (as provided in Section 6(i)) that are
exercisable at the time of such termination may, unless earlier terminated
in accordance with their terms, be exercised by the Participant or by a
transferee within three (3) months after such termination, but not beyond
the expiration of the term of the Option; provided, however, that if the
employment or service of a Participant shall terminate for Cause, all
Options theretofore granted to such Participant or transferred by such
Participant (as provided in Section 6(i)) that are exercisable at the time
of such termination shall, to the extent not theretofore exercised,
terminate. Nothing in the Plan or in any Agreement shall confer upon an
individual any right to continue in the employ or service of the
Corporation or any of its divisions, Parent Corporations, Subsidiary
Corporations or Affiliated Entities or interfere in any way with the right
of the Corporation or any such division, Parent Corporation, Subsidiary
Corporation or Affiliated Entity to terminate such employment or service.
The Committee may, in an Agreement or thereafter, provide for additional
periods to exercise Options following a termination of a Participant's
employment or change in such Participant's status of employment arising by
reason of the sale of a Subsidiary Corporation or a division of the
Corporation or a Subsidiary Corporation.

     (h) Death, Disability or Retirement of Participant. Unless otherwise
provided in the Agreement, if a Participant shall die while employed by or
performing services for the Corporation or a division thereof or any
corporation which was, at the time of grant of such Option, a Subsidiary
Corporation or Parent Corporation thereof (or a corporation or a Parent or
Subsidiary Corporation of such corporation issuing or assuming the Option
in a corporate transaction) or an Affiliated Entity, or within three (3)
months after the termination of such Participant's employment or service,
other than for Cause, or if the Participant's employment or service shall
terminate by reason of Disability or retirement (as determined by the
Committee in its sole discretion), all Options theretofore granted to such
Participant or transferred by such Participant (as provided in Section
6(i)), to the extent otherwise exercisable at the time of death or
termination of employment or service, may, unless earlier terminated in
accordance with their terms, be exercised by the Participant or by the
Participant's estate or by a person who acquired the right to exercise such
Option by bequest or inheritance or otherwise by reason of the death or
Disability of the Participant, or by a transferee (as provided in Section
6(i)), at any time within one year after the date of death, Disability or
retirement of the Participant, but not beyond the expiration of the term of
the Option.

     (i) Nontransferability of Options. Unless otherwise provided in the
Agreement and except as provided in this Section 6(i), and in any event in
the case of an Incentive Stock Option, no Option granted hereunder shall be
transferable by the Participant to whom it was granted, other than by will
or the laws of descent and distribution, and the Option may be exercised
during the lifetime of such Participant only by the Participant or such
Participant's guardian or legal representative. To the extent the Agreement
so provides, and subject to such conditions as the Committee may prescribe,
a Participant may, upon providing written notice to the General Counsel of
the Corporation, elect to transfer the Nonqualified Stock Options granted
to such Participant pursuant to such agreement, without consideration
therefor, to members of his or her "immediate family" (as defined below),
to a trust or trusts maintained solely for the benefit of the Participant
and/or the members of his or her immediate family, or to a partnership or
partnerships whose only partners are the Participant and/or the members of
his or her immediate family. Any purported assignment, alienation, pledge,
attachment, sale, transfer, or encumbrance that does not qualify as a
permissible transfer under this Section 6(i) shall be void and
unenforceable against the Plan and the Corporation. For purposes of this
Section 6(i), the term "immediate family" shall mean, with respect to a
particular Participant, the Participant's spouse, children or
grandchildren, and such other persons as may be determined by the
Committee. The terms of any such Option and the Plan shall be binding upon
a permissible transferee, and the beneficiaries, executors, administrators,
heirs and successors of the Participant and, as applicable, a permissible
transferee.

     (j) Effect of Certain Changes.

          (1) Effect of Acceleration Event. Unless otherwise provided in an
Agreement, if there is an Acceleration Event while unexercised Options
remain outstanding under the Plan, then from and after the date of the
Acceleration Event (the "Acceleration Date"), all Options that have not
expired or terminated in accordance with the Plan or an Agreement shall be
exercisable in full, whether or not otherwise exercisable.

          (2) Effect of Certain Other Changes. Unless otherwise provided in
an Agreement, in the event of the proposed dissolution or liquidation of
the Corporation, in the event of any corporate separation or division,
including, without limitation, split-up, split-off or spin-off, or in the
event of a merger or consolidation of the Corporation with another
corporation (a "Transaction"), the Committee (1) may authorize the
redemption of the unexercised portion of an Option for a consideration per
share of Common Stock equal to the excess, if any, of (i) the consideration
payable per share of Common Stock in connection which such transaction,
over (ii) the Option Price (and any Option so redeemed shall terminate upon
the making of such payment), (2) may provide that the holder of each Option
shall, prior to such action or transaction (but conditioned upon the
occurrence thereof), have the right to exercise such Option (at its then
Option Price) or (3) may equitably adjust outstanding Options in such other
manner as it deems appropriate.

     (k) Rights as a Stockholder. A Participant or a transferee of an
Option shall have no rights as a stockholder with respect to any Shares
covered by the Option until the date of the issuance of a stock certificate
to him for such Shares. No adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property) or
distribution of other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Section 9 hereof.

7.   Terms and Conditions of Restricted Stock and Restricted Stock Units.
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     (a) Restricted Stock. Each Award of Restricted Stock granted pursuant
to the Plan shall be evidenced by an Agreement, which shall contain such
restrictions, terms and conditions as the Committee may, in its discretion,
determine and (without limiting the generality of the foregoing) such
Agreement may require that an appropriate legend be placed on Share
certificates. Awards of Restricted Stock shall be subject to the terms and
provisions set forth below in this Section 7(a) and in Section 7(c).

          (1) Rights of Participant. Shares of Restricted Stock granted
pursuant to an Award hereunder shall be issued in the name of the
Participant as soon as reasonably practicable after the Award is granted,
provided that the Participant has executed an Agreement evidencing the
Award, the appropriate blank stock powers and, in the discretion of the
Committee, an escrow agreement and any other documents which the Committee
may require as a condition to the issuance of such Shares. At the
discretion of the Committee, Shares issued in connection with an Award of
Restricted Stock shall be deposited together with the stock powers with an
escrow agent (which may be the Corporation) designated by the Committee.
Unless the Committee determines otherwise and as set forth in the
Agreement, upon delivery of the Shares to the escrow agent, the Participant
shall have all of the rights of a shareholder with respect to such Shares,
including the right to vote the Shares and to receive all dividends or
other distributions paid or made with respect to the Shares.

          (2) Non-transferability. Until all restrictions upon the Shares
of Restricted Stock awarded to a Participant shall have lapsed in the
manner set forth in Section 7(a)(3), such Shares shall not be sold,
transferred or otherwise disposed of and shall not be pledged or otherwise
hypothecated.

          (3) Lapse of Restrictions.

               (i) Generally. Subject to the provisions of Section 7(c),
restrictions upon Shares of Restricted Stock awarded hereunder shall lapse
at such time or times and on such terms and conditions as the Committee may
determine. The Agreement evidencing the Award shall set forth any such
restrictions.

               (ii) Effect of Acceleration Event. Unless otherwise
determined by the Committee at the time of grant and set forth in the
Agreement evidencing the Award of Restricted Stock, if there is an
Acceleration Event while Shares of Restricted Stock remain outstanding
under the Plan, all of the restrictions on such Shares of Restricted Stock
shall lapse.

          (4) Treatment of Dividends. At the time an Award of Restricted
Stock is granted, the Committee may, in its discretion, determine that the
payment to the Participant of dividends, or a specified portion thereof,
declared or paid on such Shares by the Corporation shall be (i) deferred
until the lapsing of the restrictions imposed upon such Shares and (ii)
held by the Corporation for the account of the Participant until such time.
In the event that dividends are to be deferred, the Committee shall
determine whether such dividends are to be reinvested in Shares (which
shall be held as additional Shares of Restricted Stock) or held in cash. If
deferred dividends are to be held in cash, there may be credited interest
on the amount of the account at such times and at a rate per annum as the
Committee, in its discretion, may determine. Payment of deferred dividends
in respect of Shares of Restricted Stock (whether held in cash or as
additional Shares of Restricted Stock), together with interest accrued
thereon, if any, shall be made upon the lapsing of restrictions imposed on
the Shares in respect of which the deferred dividends were paid, and any
dividends deferred (together with any interest accrued thereon) in respect
of any Shares of Restricted Stock shall be forfeited upon the forfeiture of
such Shares.

          (5) Delivery of Shares. Upon the lapse of the restrictions on
Shares of Restricted Stock, the Committee shall cause a stock certificate
or evidence of book entry Shares to be delivered to the Participant with
respect to such Shares of Restricted Stock, free of all restrictions
hereunder.

     (b) Restricted Stock Unit Awards. Each Award of Restricted Stock Units
granted pursuant to the Plan shall be evidenced by an Agreement, which
shall contain such restrictions, terms and conditions as the Committee may,
in its discretion, determine. Awards of Restricted Stock Units shall be
subject to the terms and provisions set forth below in this Section 7(b)
and in Section 7(c).

          (1) Payment of Awards. Each Restricted Stock Unit shall represent
the right of the Participant to receive a number of Shares set forth in an
Agreement upon vesting of the Restricted Stock Unit or on any later date
specified by the Committee.

          (2) Effect of Acceleration Event. Unless otherwise determined by
the Committee at the time of grant and set forth in the Agreement
evidencing the Award of Restricted Stock Units, if there is an Acceleration
Event while Restricted Stock Units remain outstanding under the Plan, all
Restricted Stock Units shall become fully vested.

     (c) Effect of a Termination of Employment. The Agreement evidencing
the grant of each Award of Restricted Stock or Restricted Stock Units shall
set forth the terms and conditions applicable to such Award upon a
termination of employment with, or service as a director of, the
Corporation or a division or any Subsidiary Corporation, Parent Corporation
or Affiliated Entity, which shall be as the Committee may, in its
discretion, determine at the time the Award is granted or thereafter.

     (d) Effect of a Transaction. In the event of a Transaction, the Awards
issued hereunder shall continue in effect in accordance with their
respective terms, except that following a Transaction either (i) each
outstanding Award shall be treated as provided for in the agreement entered
into in connection with the Transaction or (ii) if not so provided for in
such agreement, each holder of an Award shall be entitled to receive in
respect of each Share subject to any outstanding Awards, as the case may
be, payment or transfer in respect of any Award, the same number and kind
of stock, securities, cash, property or other consideration that each
holder of a Share was entitled to receive in the Transaction in respect of
a Share; provided, however, that such stock, securities, cash, property, or
other consideration shall remain subject to all of the conditions,
restrictions and performance criteria which were applicable to the Awards
prior to such Transaction.

8.   Terms and Conditions of Share Awards.
     ------------------------------------

The Committee may grant a Share Award to any Eligible Individual on such
terms and conditions as the Committee may determine in its sole discretion.
Share Awards may be made as additional compensation for services rendered
by the Eligible Individual or may be in lieu of cash or other compensation
to which the Eligible Individual is entitled from the Corporation.

9.   Effect of Certain Changes.
     -------------------------

If there is any change in the number of Shares through the declaration of
stock or cash dividends, or recapitalization resulting in stock splits or
reverse stock splits, or combinations or exchanges of such Shares, or other
corporate actions or transactions affecting the capitalization of the
Corporation, the aggregate number of Shares available for Options and
Awards, the aggregate number of Options and Awards that may be granted to
any person in any calendar year, the number of such Shares covered by
outstanding Options and Awards, and the Option Price of outstanding Options
shall be proportionately adjusted by the Committee to reflect any increase
or decrease in the number of issued Shares so as to in the Committee's
judgment and sole discretion prevent the diminution or enlargement of the
benefits intended by the Plan; provided, however, that any fractional
Shares resulting from such adjustment shall be rounded to the nearest whole
share. In the event of any other extraordinary corporate transaction,
including, without limitation, distributions of cash or other property to
the Corporation's shareholders, the Committee may equitably adjust
outstanding Options and Awards as it deems appropriate.

The decision whether or not to make adjustments and such adjustments, if
any, made by the Committee, shall be final, binding and conclusive.

10.  Agreement by Participant Regarding Withholding Taxes.
     ----------------------------------------------------

The Corporation or any Subsidiary Corporation, Parent Corporation or
Affiliated Entity shall withhold from any payment of cash or Shares to a
Participant or other person under the Plan an amount sufficient to cover
any withholding taxes which may become required with respect to such
payment or shall take any other action as it deems necessary to satisfy any
income or other tax withholding requirements in respect of any Option or
Award. The Corporation or any Subsidiary Corporation, Parent Corporation or
Affiliated Entity shall have the right to require the payment of any such
taxes and require that any person furnish information deemed necessary by
the Corporation or any Subsidiary Corporation, Parent Corporation or
Affiliated Entity to meet any tax reporting obligation as a condition to
exercise or before making any payment pursuant to an Award or Option. With
the approval of the Committee, a Participant may, in satisfaction of his or
her obligation to pay withholding taxes in connection with the exercise,
vesting or other settlement of an Option or Award, elect to have withheld a
portion of the Shares then issuable to him or her having an aggregate Fair
Market Value equal to the minimum amount of tax required to be withheld.
Such Shares shall be valued at their Fair Market Value on the date on which
the amount of tax to be withheld is determined. Fractional share amounts
shall be settled in cash. Such an election may be made with respect to all
or any portion of the Shares to be delivered pursuant to an Option or
Award.

11.  Rights as an Employee.
     ---------------------

Nothing in the Plan or in any instrument executed pursuant to the Plan will
confer upon any Participant any right to continue in the employ of the
Corporation or affect the right of the Corporation to terminate the
employment of any Participant at any time with or without Cause.

12.  Other Provisions.
     ----------------

The Agreements authorized under the Plan shall contain such other
provisions, including, without limitation, the imposition of restrictions
upon the exercise of an Option or the transfer of Shares underlying an
Option and the inclusion of any condition as the Committee shall deem
advisable.

13.  Term of Plan.
     ------------

Options and Awards may be granted pursuant to the Plan from time to time
within a period of ten (10) years from the date the Plan is adopted by the
Board.

14.  Amendment and Termination of the Plan.
     -------------------------------------

The Committee at any time and from time to time may suspend, terminate,
modify or amend the Plan. No suspension, termination, modification or
amendment of the Plan may adversely affect any Option or Award previously
granted, unless the written consent of the Participant or, as applicable, a
permissible transferee (as provided in Section 6(i)) is obtained.

15.  Interpretation.
     --------------

The Plan is designed and intended, to the extent applicable, to comply with
Rule 16b-3 and all provisions hereof and to satisfy the requirements of
Section 162(m) of the Code and any other applicable law and shall be
construed in a manner to so comply.

16.  Effect of Headings.
     ------------------

The section and subsection headings contained herein are for convenience
only and shall not affect the construction hereof.

17.  Regulations and Other Approvals; Governing Law.
     ----------------------------------------------

     (a) Except as to matters of federal law, the Plan and the rights of
all persons claiming hereunder shall be construed and determined in
accordance with the laws of the State of Delaware without giving effect to
conflicts of laws principles thereof.

     (b) The obligation of the Corporation to sell or deliver Shares with
respect to Options and Awards granted under the Plan shall be subject to
all applicable laws, rules and regulations, including all applicable
federal and state securities laws, and the obtaining of all such approvals
by governmental agencies as may be deemed necessary or appropriate by the
Committee.

     (c) The Board may make such changes as may be necessary or appropriate
to comply with the rules and regulations of any government authority, or to
obtain for Eligible Individuals granted Incentive Stock Options the tax
benefits under the applicable provisions of the Code and regulations
promulgated thereunder.

     (d) Each Option and Award is subject to the requirement that, if at
any time the Committee determines, in its discretion, that the listing,
registration or qualification of Shares issuable pursuant to the Plan is
required by any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the grant of an Option
or Award or the issuance of Shares, no Options or Awards shall be granted
or payment made or Shares issued, in whole or in part, unless listing,
registration, qualification, consent or approval has been effected or
obtained free of any conditions as acceptable to the Committee.

     (e) Notwithstanding anything contained in the Plan or any Agreement to
the contrary, in the event that the disposition of Shares acquired pursuant
to the Plan is not covered by a then current registration statement under
the Securities Act of 1933, as amended (the "Securities Act"), and is not
otherwise exempt from such registration, such Shares shall be restricted
against transfer to the extent required by the Securities Act and Rule 144
or other regulations thereunder. The Committee may require any individual
receiving Shares pursuant to an Option or Award granted under the Plan, as
a condition precedent to receipt of such Shares, to represent and warrant
to the Corporation in writing that the Shares acquired by such individual
are acquired without a view to any distribution thereof and will not be
sold or transferred other than pursuant to an effective registration
thereof under the Securities Act or pursuant to an exemption applicable
under the Securities Act or the rules and regulations promulgated
thereunder. The certificates evidencing any such Shares shall be
appropriately amended or have an appropriate legend placed thereon to
reflect their status as restricted securities as aforesaid.

18.  Effective Date of Plan.
     ----------------------

The effective date of the Plan shall be as determined by the Board, subject
only to the approval by the affirmative vote of the holders of a majority
of the securities of the Corporation present, or represented, and entitled
to vote at- a meeting of stockholders duly held in accordance with the
applicable laws of the State of Delaware within twelve (12) months of the
adoption of the Plan by the Board.