Exhibit 10.4

PHILLIPS-VAN HEUSEN CORPORATION

2003 STOCK OPTION PLAN

(As Amended Through April 9, 2004)

1.	Purpose.  The purposes of the 2003 Stock Option Plan (the"Plan") are to induce certain individuals to remain inthe employ, or to continue to serve as directors of, or consultants or advisorsto, Phillips-Van Heusen Corporation (the "Company")and its present and future subsidiary corporations (each a"Subsidiary"), as defined in Section 424(f) of the Internal RevenueCodeof 1986, as amended (the "Code"), to attract new individuals to enterinto such employment or service and to encourage suchindividuals to secure or increase on reasonable terms their stock ownership inthe Company.  The Board of Directors of the Company (the"Board") believes that the granting of stock options (the"Options") under the Plan will promote continuity of managementand increased incentive and personal interest in the welfare of the Company bythose who are or may become primarily responsible for shapingand carrying out the long range plans of the Company and securing its continuedgrowth and financial success.  Options granted hereunder areintended to be either (i) "incentive stock options" (which term, whenused herein, shall have the meaning ascribed thereto by theprovisions of Section 422(b) of the Code) or (ii) options which are notincentive stock options ("non-qualified stock options") or(iii) a combination thereof, as determined by the Committee (the"Committee") referred to in Section 5 at the time of the grantthereof.

2.	Effective Date of the Plan.  The Plan became effective on May 1,2003.

3.	Stock Subject to Plan.  5,400,000 of the authorized but unissuedshares of the common stock, $1.00 par value, of the Company(the "Common Stock") are hereby reserved for issue upon the exercise of Optionsgranted under the Plan; provided, however, thatthe number of shares so reserved may from time to time be reduced to the extentthat a corresponding number of issued and outstanding shares ofthe Common Stock are purchased by the Company and set aside for issue upon theexercise of Options.  If any Options expire or terminate for anyreason without having been exercised in full, the unpurchased shares subjectthereto shall again be available for the purposes of the Plan.

4.	Administration.

(a)	Except as otherwise provided in Section 4(b), the Plan shall beadministered by the Committee.  Subject to the express provisions ofthe Plan, the Committee shall have complete authority, in its discretion, tointerpret the Plan, to prescribe, amend and rescind rules andregulations relating to it, to determine the terms and provisions of therespective option agreements or certificates (which need not beidentical), to determine the individuals (each a "Participant") towhom and the times and the prices at which Options shall begranted, the periods during which each Option shall be exercisable, the numberof shares of the Common Stock to be subject to each Option andwhether such Option shall be an incentive stock option or a non-qualified stockoption and to make all other determinations necessary oradvisable for the administration of the Plan.  In making such determinations,the Committee may take into account the nature of the servicesrendered by the respective individuals, their present and potentialcontributions to the success of the Company and the Subsidiaries and suchother factors as the Committee in its discretion shall deem relevant.  TheCommittee's determination on the matters referred to in this Section4 shall be conclusive.  Any dispute or disagreement which may arise under or asa result of or with respect to any Option shall be determinedby the Committee, in its sole discretion, and any interpretations by theCommittee of the terms of any Option shall be final, binding andconclusive.

(b)	The Chairman of the Board or, if the Chairman is not an executiveofficer of the Company, the Chief Executive Officer of the Companyor other executive officer of the Company designated by the Committee who isalso a director (the Chairman, Chief Executive Officer or otherdesignated executive officer being referred to as the "DesignatedDirector") may administer the Plan with respect to employees of theCompany or a Subsidiary (i) who are not officers of the Company subject to theprovisions of Section 16 of the Securities Exchange Act of 1934,as amended (the "Exchange Act") and (ii) whose compensation isnot, and in the judgment of the Designated Director may not bereasonably expected to become, subject to the provisions of Section 162(m) ofthe Code.  The authority of the Designated Director and Optionsgranted by the Designated Director shall be subject to such terms, conditions,restrictions and limitations as may be imposed by the Board,including, but not limited to, a limit on the aggregate number of shares ofCommon Stock subject to Options that may be granted in any onecalendar year by the Designated Director to all such employees of the Companyand its Subsidiaries and a maximum number of shares that may besubject to Options granted under the Plan in any one calendar year to any singleemployee by the Designated Director.  Unless and until theBoard shall take further action, the maximum number of shares of Common Stockthat may be subject to Options granted under the Plan, theCompany's 1997 Stock Option Plan, 2000 Stock Option Plan and any other stockoption plan then in effect in any one calendar year by theDesignated Director shall be 100,000 in the aggregate and the maximum number ofshares of Common Stock that may be subject to Options grantedunder the Plan, the Company's 1997 Stock Option Plan, 2000 Stock Option Plan andany other stock option plan then in effect in any one calendaryear by the Designated Director to any single employee shall be 5,000 in theaggregate.  Any actions duly taken by the Designated Director withrespect to the grant of Options to such employees shall be deemed to have beentaken by the Committee for purposes of the Plan.

5.	Committee.  The Committee shall consist of two or more membersof the Board.  It is intended that all of the members of theCommittee shall be "non-employee directors" within the meaning of Rule16b-3(b)(3) promulgated under the Exchange Act, and"outside directors" within the contemplation of Section162(m)(4)(C)(i) of the Code.  The Committee shall be appointed annually bythe Board, which may at any time and from time to time remove any members of theCommittee, with or without cause, appoint additional membersto the Committee and fill vacancies, however caused, in the Committee.  Amajority of the members of the Committee shall constitute a quorum.All determinations of the Committee shall be made by a majority of its memberspresent at a meeting duly called and held, except that theCommittee may delegate to any one of its members the authority of the Committeewith respect to the grant of Options to any person who shallnot be an officer and/or director of the Company and who is not, and in thejudgment of the Committee may not be reasonably expected to become,a "covered employee" within the meaning of Section 162(m)(3) of theCode.  Any decision or determination of the Committee reduced towriting and signed by all of the members of the 

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Committee (or by the member(s) of the Committee to whom authority has beendelegated) shall be fully as effective as if it had been made ata meeting duly called and held.

6.	Eligibility.  An Option may be granted only to a key employee ofthe Company or a Subsidiary or to a director of the Company ora Subsidiary who is not an employee of the Company or a Subsidiary or to anindependent consultant or advisor who renders services to theCompany or a Subsidiary.

7.	Option Prices.

(a)	The initial per share option price of any Option shall be the pricedetermined by the Committee, but not less than the fair marketvalue of a share of the Common Stock on the date of grant; provided,however, that, in the case of a Participant who owns morethan 10% of the total combined voting power of the Common Stock at the time anOption which is an incentive stock option is granted to him orher, the initial per share option price shall not be less than 110% of the fairmarket value of a share of the Common Stock on the date ofgrant.

(b)	For all purposes of the Plan, the fair market value of a share of theCommon Stock on any date shall be equal to (i) the closing saleprice of the Common Stock on the New York Stock Exchange on the businessday preceding such date or (ii) if there is no sale of the CommonStock on such Exchange on such business day, the average of the bid and askedprices on such Exchange at the close of the market on suchbusiness day.

8.	Option Term.  Participants shall be granted Options for suchterm as the Committee shall determine, not in excess of 10 yearsfrom the date of the granting thereof; provided, however, that, inthe case of a Participant who owns more than 10% of the totalcombined voting power of the Common Stock at the time an Option which is anincentive stock option is granted to him or her, the term withrespect to such Option shall not be in excess of five years from the date of thegranting thereof.

9.	Limitations on Amount of Options Granted.

(a)	The aggregate fair market value of the shares of the Common Stock forwhich any Participant may be granted incentive stock optionswhich are exercisable for the first time in any calendar year (whether under theterms of the Plan or any other stock option plan of theCompany) shall not exceed $100,000.

(b)	No Participant shall, during any fiscal year of the Company, begranted Options under the Plan to purchase more than 1,200,000 sharesof the Common Stock.

10.	Exercise of Options.

(a)	Except as otherwise determined by the Committee at the time of grant,a Participant may not exercise an Option during the periodcommencing on the date of the grant of such Option to him or her and ending onthe day immediately preceding the first anniversary of suchdate.  Except as otherwise determined by the Committee at the time of grant, aParticipant may (i) during the period commencing on the firstanniversary of the date of the grant of an Option to him or her and ending onthe day immediately preceding the second anniversary of 

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such date, exercise such Option with respect to one-quarter of the sharesgranted thereby, (ii) during the period commencing on thesecond anniversary of the date of such grant and ending on the day immediatelypreceding the third anniversary of the date of such grant,exercise such Option with respect to one-half of the shares granted thereby,(iii) during the period commencing on the third anniversary of thedate of such grant and ending on the day immediately preceding the fourthanniversary of such date, exercise such Option with respect to three-quarters of the shares granted thereby and (iv) during the period commencing onthe fourth anniversary of the date of such grant and ending atthe time the Option expires pursuant to the terms hereof, exercise such Optionwith respect to all of the shares granted thereby.

(b)	Except as hereinbefore otherwise set forth, an Option may be exercisedeither in whole at any time or in part from time to time.

(c)	An Option may be exercised only by a written notice of intent toexercise such Option with respect to a specific number of shares ofthe Common Stock and payment to the Company of the amount of the option pricefor the number of shares of the Common Stock so specified;provided, however, that, if the Committee shall in its solediscretion so determine at the time of the grant of any Option, allor any portion of such payment may be made in kind by the delivery of shares ofthe Common Stock having a fair market value equal to theportion of the option price so paid; providedfurther,however, that no portion of such payment may be made by deliveringshares of the Common Stock acquired upon the exercise of an Option if suchshares shall not have been held by the Participant for at least sixmonths; and providedfurther, however, that, subject to therequirements of Regulation T (as in effect from time to time)promulgated under the Exchange Act, the Committee may implement procedures toallow a broker chosen by a Participant to make payment of all orany portion of the option price payable upon the exercise of an Option andreceive, on behalf of such Participant, all or any portion of theshares of the Common Stock issuable upon such exercise.

(d)	The Committee may, in its discretion, permit any Option to beexercised, in whole or in part, prior to the time when it wouldotherwise be exercisable.

(e)	(1)	Notwithstanding the provisions of Section 10(a) or the lastsentence of Section 13, in the event that a Change in Controlshall occur, then, each Option theretofore granted to any Participant whichshall not have theretofore expired or otherwise been cancelled orbecome unexercisable shall become immediately exercisable in full.  For thepurposes of this Section 10(e), a "Change in Control"shall be deemed to occur upon the first to occur of the following events:

(i)	Any "person" (as such term is used in Sections 3(a)(9) and13(d) of the Securities Exchange Act), other than a"person" who on April 9, 2004 was the owner of at least 8% of theVoting Power (as defined below) of the securities of the Companyhaving Voting Power, becomes a "beneficial owner," as such term isused in Rule 13d-3 promulgated under the Exchange Act, ofsecurities with at least (A) one-quarter but less than one-half of the VotingPower of securities having Voting Power, unless such acquisitionhas been approved in advance by at least three-quarters of the Incumbent Board(as defined in clause (ii) below taking into account theprovisos) or (B) one-half of the Voting Power of the securities of the Companyhaving Voting Power;

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(ii)	Individuals who, as of April 9, 2004, constitute the Board (the"Incumbent Board") cease for any reason to constitute atleast a majority of the Board; provided, however, that anyindividual becoming a director subsequent to April 9, 2004 whoseelection, or nomination for election by the Company's stockholders, was approvedby a vote of at least a majority of the directors thencomprising the Incumbent Board shall be considered as though such individualwere a member of the Incumbent Board, but excluding, for thispurpose, any such individual whose initial assumption of office occurs as aresult of an actual or threatened election contest with respect tothe election or removal of directors or other actual or threatened solicitationof proxies or consents by or on behalf of a Person (as definedbelow) other than the Board;

(iii)	Consummation of a reorganization, merger, consolidation or a sale orother disposition of all or substantially all of the assets ofthe Company (each, a "Business Combination"), in each case unless,following such Business Combination, (A) all or substantially allof the Persons that were the beneficial owners of the outstanding shares ofcommon stock of the Company (the "Outstanding Company CommonStock") and the Voting Power of the securities of the Company having VotingPower, immediately prior to such  Business Combination,beneficially own, directly or indirectly, more than 50% of the then-outstandingshares of common stock and more than 50% of the combined votingpower of the then-outstanding voting securities entitled to vote generally inthe election of directors, as the case may be, of the corporationresulting from such Business Combination (including, without limitation, acorporation that, as a result of such transaction, owns the Companyor all or substantially all of the Company's assets either directly or throughone or more subsidiaries) in substantially the same proportionsas their ownership immediately prior to such Business Combination of theOutstanding Company Common Stock and the Voting Power of thesecurities of the Company having Voting Power, as the case may be (there beingexcluded from securities held by such security holders of thecorporation resulting from the Business Combination, but not from the securitieswith Voting Power of the corporation resulting from suchBusiness Combination, any securities with Voting Power received by Affiliates(as defined below) of such other company in exchange forsecurities of such other company or, if such other company is the survivingcompany and its securities remain unchanged, any securities of suchother company with Voting Power held by an Affiliate of such other companyimmediately prior to the Business Combination), (B) no Person(excluding any corporation resulting from such Business Combination or anyemployee benefit plan (or related trust) of the Company or suchcorporation resulting from such Business Combination) beneficially owns directlyor indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from suchBusiness Combination or the combined Voting Power of the then-outstanding voting securities of such corporation, except to the extent thatsuch ownership existed in the Company prior to the BusinessCombination, and (C) at least a majority of the members of the board ofdirectors of the corporation resulting from such Business Combinationwere members of the Incumbent Board at the time of the execution of the initialagreement or of the action of the Board providing for suchBusiness Combination, whichever occurs first; or

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(iv)	Approval by the stockholders of the Company of (A) a liquidation ofall or substantially all of the Company's assets or (B) adissolution of the Company.

Notwithstanding the foregoing, "Change in Control" with respect toany Participant shall be as defined in the Participant'semployment agreement, if any, with the Company or a Subsidiary, unless suchemployment agreement provides otherwise.  For the purposes of thisparagraph (1), (i) the term "Affiliate" shall mean any Person thatdirectly, or indirectly through one or more intermediaries,controls, or is controlled by, or is under common control with, any otherPerson, (ii) the term "Person" shall mean any individual,partnership, firm, trust, corporation or other similar entity, (iii)"Company"****shall include any entity that succeeds to allor substantially all of the business of the Company, and (iv) "VotingPower" shall mean general voting power under ordinarycircumstances, in the absence of contingencies, to elect the directors of acorporation.

	(2)	In the event that a Change of Control shall occur, then, from andafter the time of such event, neither the provisions of thisSection 10(e) nor any of the rights of any Participant hereunder shall bemodified or amended in any way.

11.	Transferability.  (a)  Except as otherwise provided in Section11(b), no Option shall be assignable or transferable except bywill and/or by the laws of descent and distribution and, during the life of anyParticipant, each Option granted to such Participant may beexercised only by him or her.

(b)  A Participant may, with the prior approval of the Committee, transferfor no consideration an Option which is a non-qualified stockoption to or for the benefit of the Participant's Immediate Family, a trust forthe exclusive benefit of the Participant's Immediate Family orto a partnership or limited liability company for one or more members of theParticipant's Immediate Family, subject to such limits as theCommittee may establish, and the transferee shall remain subject to all theterms and conditions applicable to the Option prior to suchtransfer.  The term "Immediate Family" shall mean the Participant'schildren, stepchildren, grandchildren, parents, stepparents,grandparents, spouse, former spouse, siblings, nieces, nephews, mother-in-law,father-in-law, son-in-law, daughter-in-law, brother-in-law, orsister-in-law, including adoptive relationships or any person sharing theParticipant's household (other than a tenant or employee).

12.	Termination of Employment or Service.  Except as otherwisedetermined by the Committee, in the event a Participant leaves theemploy or service, or ceases to serve as a director, of the Company and theSubsidiaries, whether voluntarily or otherwise but other than byreason of his or her death or, in the case of Participant who shall be anemployee or director, retirement, each Option theretofore granted tohim or her which shall not have been exercisable prior to the date of thetermination of his or her employment or service shall terminateimmediately.  Except as otherwise determined by the Committee, each other Optiontheretofore granted to him or her which shall not havetheretofore expired or otherwise been cancelled shall, to the extent exercisableon the date of such termination of employment or service andnot theretofore exercised, terminate upon the earlier to occur of (x) 90 daysafter the date of such Participant's termination of employment orcessation of service and (y) the date of termination 

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specified in such Option.  Notwithstanding the foregoing, except as otherwisedetermined by the Committee, if a Participant is terminatedfor cause (as defined herein), each Option theretofore granted to him or herwhich shall not have theretofore expired or otherwise beencancelled shall, to the extent not theretofore exercised, terminate forthwith.Except as otherwise determined by the Committee, in the event aParticipant leaves the employ, or ceases to serve as a director, of the Companyand the Subsidiaries by reason of his or her retirement, eachOption theretofore granted to him or her which shall not have theretoforeexpired or otherwise been cancelled shall become immediatelyexercisable in full and shall, to the extent not theretofore exercised,terminate upon the earlier to occur of the expiration of three yearsafter the date of such retirement and the date of termination specified in suchOption.  Except as otherwise determined by the Committee, inthe event a Participant's employment or service with the Company and theSubsidiaries terminates by reason of his or her death, each Optiontheretofore granted to him or her which shall not have theretofore expired orotherwise been cancelled shall become immediately exercisable infull and shall, to the extent not theretofore exercised, terminate upon theearlier to occur of the expiration of three months after the dateof the qualification of a representative of his or her estate and the date oftermination specified in such Option.  For purposes of theforegoing, (a) the term "cause" shall mean:  (i) the commissionby the Participant of any act or omission that would constitutea crime under federal, state or equivalent foreign law, (ii) the commission bythe Participant of any act of moral turpitude, (iii) fraud,dishonesty or other acts or omissions that result in a breach of any fiduciaryor other material duty to the Company and/or the Subsidiaries,(iv) continued substance abuse that renders the Participant incapable ofperforming his or her material duties to the satisfaction of theCompany and/or the Subsidiaries, or (v) as defined in the Participant'semployment agreement, if any, with the Company or a Subsidiary and(b) the term "retirement" shall mean (I) the termination of aParticipant's employment with the Company and all of theSubsidiaries (x) other than for cause or by reason of his or her death and(y) on or after the earlier to occur of (1) the first dayof the calendar month in which his or her 65th birthday shall occur and(2) the date on which he or she shall have both attained his orher 55th birthday and completed 10 years of employment with the Company and/orthe Subsidiaries or (II) the termination of a Participant'sservice as a director with the Company and all of the Subsidiaries (x) otherthan for cause or by reason of his or her death and (y) on orafter the first day of the calendar month in which his or her 65th birthdayshall occur.

13.	Adjustment of Number of Shares.  In the event that a dividendshall be declared upon the Common Stock payable in shares of theCommon Stock, the number of shares of the Common Stock then subject to anyOption and the number of shares of the Common Stock reserved forissuance in accordance with the provisions of the Plan but not yet covered by anOption and the number of shares set forth in Section 9(b)shall be adjusted by adding to each share the number of shares which would bedistributable thereon if such shares had been outstanding on thedate fixed for determining the stockholders entitled to receive such stockdividend.  In the event that the outstanding shares of the CommonStock shall be changed into or exchanged for a different number or kind ofshares of stock or other securities of the Company or of anothercorporation, whether through reorganization, recapitalization, stock split-up,combination of shares, sale of assets, merger or consolidationin which the Company is the surviving corporation, then, there shall besubstituted for each share of the Common Stock then subject to anyOption and for each share of the Common Stock reserved for issuance inaccordance with the provisions of the Plan but not yet covered by anOption and for each share 

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of the Common Stock referred to in Section 9(b), the number and kind ofshares of stock or other securities into which each outstandingshare of the Common Stock shall be so changed or for which each such share shallbe exchanged.  In the event that there shall be any change,other than as specified in this Section 13, in the number or kind of outstandingshares of the Common Stock, or of any stock or othersecurities into which the Common Stock shall have been changed, or for which itshall have been exchanged, then, if the Committee shall, in itssole discretion, determine that such change equitably requires an adjustment inthe number or kind of shares then subject to any Option and thenumber or kind of shares reserved for issuance in accordance with the provisionsof the Plan but not yet covered by an Option and the number orkind of shares referred to in Section 9(b), such adjustment shall be made by theCommittee and shall be effective and binding for all purposesof the Plan and of each stock option agreement or certificate entered into inaccordance with the provisions of the Plan.  In the case of anysubstitution or adjustment in accordance with the provisions of this Section 13,the option price in each stock option agreement or certificatefor each share covered thereby prior to such substitution or adjustment shall bethe option price for all shares of stock or other securitieswhich shall have been substituted for such share or to which such share shallhave been adjusted in accordance with the provisions of thisSection 13.  No adjustment or substitution provided for in this Section 13 shallrequire the Company to sell a fractional share under any stockoption agreement or certificate.  In the event of the dissolution or liquidationof the Company, or a merger, reorganization or consolidationin which the Company is not the surviving corporation, then, except as otherwiseprovided in Section 10(e) and the second sentence of thisSection 13, each Option, to the extent not theretofore exercised, shallterminate forthwith.

14.	Purchase for Investment, Withholding and Waivers.  Unless theshares to be issued upon the exercise of an Option by aParticipant shall be registered prior to the issuance thereof under theSecurities Act of 1933, as amended, such Participant will, as acondition of the Company's obligation to issue such shares, be required to givea representation in writing that he or she is acquiring suchshares for his or her own account as an investment and not with a view to, orfor sale in connection with, the distribution of any thereof.  Inthe event of the death of a Participant, a condition of exercising any Optionshall be the delivery to the Company of such tax waivers andother documents as the Committee shall determine.  In the case of each non-qualified stock option, a condition of exercising the same shall bethe entry by the person exercising the same into such arrangements with theCompany with respect to withholding as the Committee may determine.

15.	No Stockholder Status.  Neither any Participant nor his or herlegal representatives, legatees or distributees shall be or bedeemed to be the holder of any share of the Common Stock covered by an Optionunless and until a certificate for such share has been issued.Upon payment of the purchase price thereof, a share issued upon exercise of anOption shall be fully paid and non-assessable.

16.	No Restrictions on Corporate Acts.  Neither the existence ofthe Plan nor any Option shall in any way affect the right orpower of the Company or its stockholders to make or authorize any or alladjustments, recapitalizations, reorganizations or other changes inthe Company's capital structure or its business, or any merger or consolidationof the Company, or any issue of bonds, debentures, preferred orprior preference stock ahead of or affecting the Common Stock or the rightsthereof, or dissolution or liquidation of the Company, or any saleor 

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transfer of all or any part of its assets or business, or any other corporateact or proceeding whether of a similar character orotherwise.

17.	No Employment Right.  Neither the existence of the Plan nor thegrant of any Option shall require the Company or anySubsidiary to continue any Participant in the employ or service of the Companyor such Subsidiary.

18.	Termination and Amendment of the Plan.  The Board may at anytime terminate the Plan or make such modifications of the Plan asit shall deem advisable; provided, however, that the Board may notwithout further approval of the holders of a majority of theshares of the Common Stock present in person or by proxy at any special orannual meeting of the stockholders, increase the number of shares asto which Options may be granted under the Plan (as adjusted in accordance withthe provisions of Section 13), or change the class of personseligible to participate in the Plan, or change the manner of determining theoption prices.  Except as otherwise provided in Section 13, notermination or amendment of the Plan may, without the consent of the Participantto whom any Option shall theretofore have been granted,adversely affect the rights of such Participant under such Option.  TheCommittee may not, without further approval of the holders of amajority of the shares of the Common Stock present in person or by proxy at anyspecial or annual meeting of the stockholders, amend anyoutstanding Option to reduce the option price, or cancel any outstanding Optionand contemporaneously award a new Option to the same optioneefor substantially the same number of shares at a lower option price.

19.	Expiration and Termination of the Plan.  The Plan shallterminate on April 30, 2013 or at such earlier time as the Board maydetermine.  Options may be granted under the Plan at any time and from time totime prior to its termination.  Any Option outstanding under thePlan at the time of the termination of the Plan shall remain in effect untilsuch Option shall have been exercised or shall have expired inaccordance with its terms.

20.	Options for Outside Directors.

(a)	A director of the Company who is not an employee of the Company or aSubsidiary and who is not a director elected solely by theholders of the Company's Series B convertible preferred stock (an "OutsideDirector") shall be eligible to receive, in addition toany other Option which he or she may receive pursuant to Section 6, an annualOption.  Except as otherwise provided in this Section 20, eachsuch Option shall be subject to all of the terms and conditions of the Plan.

(b)	(i)	At the first meeting of the Board immediately following eachAnnual Meeting of the Stockholders of the Company, each OutsideDirector shall be granted an Option, which shall be a non-qualified stockoption, to purchase 10,000 shares of the Common Stock.Notwithstanding the foregoing, an Outside Director may not receive a grant underthis Section 20 for any year if and to the extent such OutsideDirector receives a grant of options to purchase Common Stock under any otherCompany stock option plan then in effect solely for his or herservices as a director of the Company for such year and the aggregate number ofshares of Common Stock issuable upon the exercise of all suchoptions granted for such year would exceed 10,000.

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	(ii)	The initial per share option price of each Option granted to anOutside Director shall under this Section 20 be equal to thefair market value of a share of the Common Stock on the date of grant.

	(iii)	The term of each Option granted to an Outside Director shall beten years from the date of the granting thereof.

	(iv)	All or any portion of the payment required upon the exercise ofan Option granted to an Outside Director may be made in kind bythe delivery of shares of the Common Stock having a fair market value equal tothe portion of the option price so paid; provided,however, that no portion of such payment may be made by delivering sharesof the Common Stock acquired upon the exercise of an Option ifsuch shares shall not have been held by such Outside Director for at least sixmonths; and providedfurther, however,that, subject to the requirements of Regulation T (as in effect from time totime) promulgated under the Exchange Act, the Committee mayimplement procedures to allow a broker chosen by such Outside Director to makepayment of all or any portion of the option price payable uponthe exercise of an Option and receive, on behalf of such Outside Director, allor any portion of the shares of the Common Stock issuable uponsuch exercise.

(c)	The provisions of this Section 20 may not be amended except by thevote of a majority of the members of the Board and by the vote ofa majority of the members of the Board who are not Outside Directors.

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