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                                                                   Exhibit 10.39

                                 UBIQUITEL INC.
                              AMENDED AND RESTATED
                           2000 EQUITY INCENTIVE PLAN
                        EFFECTIVE AS OF FEBRUARY 6, 2001
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                                 UBIQUITEL INC.
                              AMENDED AND RESTATED
                           2000 EQUITY INCENTIVE PLAN

<Table>
<C>                     <S>                                                           <C>
          1.            Purpose.....................................................      1
          2.            Definitions.................................................      1
          3.            Administration..............................................      4
                        (a) Authority of the Committee..............................      4
                        (b) Manner of Exercise of Committee Authority...............      4
                        (c) Limitation of Liability.................................      5
          4.            Stock Subject to Plan.......................................      5
                        (a) Limitation on Overall Number of Shares Subject to
                        Awards......................................................      5
                        (b) Application of Limitations..............................      5
          5.            Eligibility; Per-Person Award Limitations...................      5
          6.            Specific Terms of Awards....................................      6
                        (a) General.................................................      6
                        (b) Options.................................................      6
                        (c) Stock Appreciation Rights...............................      7
                        (d) Restricted Stock........................................      8
                        (e) Deferred Stock..........................................      9
                        (f) Bonus Stock and Awards in Lieu of Obligations...........     10
                        (g) Dividend Equivalents....................................     10
                        (h) Other Stock-Based Awards................................     10
          7.            Certain Provisions Applicable to Awards.....................     11
                        (a) Stand-Alone, Additional, Tandem, and Substitute
                        Awards......................................................     11
                        (b) Term of Awards..........................................     11
                        (c) Form and Timing of Payment Under Awards; Deferrals......     11
                        (d) Exemptions from Section 16(b) Liability.................     11
          8.            Performance and Annual Incentive Awards.....................     12
                        (a) Performance Conditions..................................     12
                        (b) Performance Awards Granted to Designated Covered
                        Employees...................................................     12
                        (c) Annual Incentive Awards Granted to Designated Covered
                        Employees...................................................     14
                        (d) Written Determinations..................................     15
                        (e) Status of Section 8(b) and Section 8(c) Awards Under
                        Code Section 162(m).........................................     15
          9.            Change in Control...........................................     15
                        (a) Effect of "Change in Control"...........................     15
                        (b) Definition of "Change in Control".......................     16
                        (c) Definition of "Change in Control Price".................     17
         10.            General Provisions..........................................     17
                        (a) Compliance With Legal and Other Requirements............     17
                        (b) Limits on Transferability; Beneficiaries................     17
                        (c) Adjustments.............................................     18
                        (d) Taxes...................................................     18
                        (e) Changes to the Plan and Awards..........................     19
                        (f) Limitation on Rights Conferred Under Plan...............     19
                        (g) Unfunded Status of Awards; Creation of Trusts...........     19
                        (h) Nonexclusivity of the Plan..............................     20
                        (i) Payments in the Event of Forfeitures; Fractional
                        Shares......................................................     20
                        (j) Governing Law...........................................     20
                        (k) Plan Effective Date and Stockholder Approval;
                        Termination of Plan.........................................     20
</Table>

                                       i

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                                 UBIQUITEL INC.
                           2000 EQUITY INCENTIVE PLAN

    1.  PURPOSE.  The purpose of this 2000 Equity Incentive Plan (the "Plan") is
to assist UbiquiTel Inc. (the "Company") and its subsidiaries in attracting,
motivating, retaining and rewarding high-quality executives and other employees,
officers, Directors and independent contractors by enabling such persons to
acquire or increase a proprietary interest in the Company in order to strengthen
the mutuality of interests between such persons and the Company's stockholders,
and providing such persons with annual and long term performance incentives to
expend their maximum efforts in the creation of shareholder value. The Plan is
also intended to qualify certain compensation awarded under the Plan for tax
deductibility under Section 162(m) of the Code to the extent deemed appropriate
by the Committee of the Board of Directors of the Company. Unless otherwise
stated, all references to section numbers are to sections of this Plan. This
Plan was originally adopted by the Board of Directors of the Company effective
as of February 1, 2000. The Plan, as amended and restated herein in its
entirety, shall be effective as of February 6, 2001.

    2.  DEFINITIONS.  For purposes of the Plan, the following terms shall be
defined as set forth below, in addition to such terms defined in Section 1
hereof.

        (a) "Annual Incentive Award" means a conditional right granted to a
    Participant under Section 8(c) to receive a cash payment, Stock or other
    Award, unless otherwise determined by the Committee, after the end of a
    specified fiscal year.

        (b) "Award" means any Option, SAR (including Limited SAR), Restricted
    Stock, Deferred Stock, Stock granted as a bonus or in lieu of another award,
    Dividend Equivalent, Other Stock-Based Award, Performance Award or Annual
    Incentive Award, together with any other right or interest, granted to a
    Participant under the Plan.

        (c) "Beneficiary" means the person, persons, trust or trusts which have
    been designated by a Participant in his or her most recent written
    beneficiary designation filed with the Committee to receive the benefits
    specified under the Plan upon such Participant's death or to which Awards or
    other rights are transferred if and to the extent permitted under
    Section 10(b) hereof. If, upon a Participant's death, there is no designated
    Beneficiary or surviving designated Beneficiary, then the term Beneficiary
    means the person, persons, trust or trusts entitled by will or the laws of
    descent and distribution to receive such benefits.

        (d) "Beneficial Owner", "Beneficially Owning" and "Beneficial Ownership"
    shall have the meanings ascribed to such terms in Rule 13d-3 under the
    Exchange Act and any successor to such Rule.

        (e) "Board" means the Company's Board of Directors.

        (f) "Change in Control" means Change in Control as defined with related
    terms in Section 9.

        (g) "Change in Control Price" means the amount calculated in accordance
    with Section 9(c).

        (h) "Code" means the Internal Revenue Code of 1986, as amended from time
    to time, including regulations thereunder and successor provisions and
    regulations thereto.

        (i) "Committee" means a committee designated by the Board to administer
    the Plan. The Committee shall consist of at least two directors, each member
    of which shall be (i) a "non-employee director" within the meaning of
    Rule 16b-3 under the Exchange Act, unless administration of the Plan by
    "non-employee directors" is not then required in order for exemptions under
    Rule 16b-3 to apply to transactions under the Plan, and (ii) an "outside
    director" within the meaning of Section 162(m) of the Code, unless
    administration of the Plan by

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    "outside directors" is not then required in order to qualify for tax
    deductibility under Section 162(m) of the Code.

        (j) "Corporate Transaction" means a Corporate Transaction as defined in
    Section 9(b)(i).

        (k) "Covered Employee" means an Eligible Person who is a Covered
    Employee as specified in Section 8(e).

        (l) "Deferred Stock" means a right, granted to a Participant under
    Section 6(e) hereof, to receive Stock, cash or a combination thereof at the
    end of a specified deferral period.

        (m) "Director" means a member of the Board.

        (n) "Disability" means a permanent and total disability (within the
    meaning of Section 22(e) of the Code), as determined by a medical doctor
    satisfactory to the Committee.

        (o) "Dividend Equivalent" means a right, granted to a Participant under
    Section 6(g) hereof, to receive cash, Stock, other Awards or other property
    equal in value to dividends paid with respect to a specified number of
    shares of Stock, or other periodic payments.

        (p) "Effective Date" means the effective date of the Plan, which shall
    be February 1, 2000.

        (q) "Eligible Person" means each Executive Officer of the Company (as
    defined under the Exchange Act) and other officers, Directors and employees
    of the Company or of any Subsidiary, and independent contractors with the
    Company or any Subsidiary. The foregoing notwithstanding, only employees of
    the Company or any Subsidiary shall be Eligible Persons for purposes of
    receiving any Incentive Stock Options. An employee on leave of absence may
    be considered as still in the employ of the Company or a Subsidiary for
    purposes of eligibility for participation in the Plan.

        (r) "Exchange Act" means the Securities Exchange Act of 1934, as amended
    from time to time, including rules thereunder and successor provisions and
    rules thereto.

        (s) "Executive Officer" means an executive officer of the Company as
    defined under the Exchange Act.

        (t) "Fair Market Value" means the fair market value of Stock (with no
    discount for minority ownership or lack of liquidity), Awards or other
    property as determined by the Committee or the Board, or under procedures
    established by the Committee or the Board. Unless otherwise determined by
    the Committee or the Board, the Fair Market Value of Stock as of any given
    date if the Company is publicly-held as of such date, shall be the closing
    sale price per share reported on a consolidated basis for stock listed on
    the principal stock exchange or market on which Stock is traded on the date
    as of which such value is being determined or, if there is no sale on that
    date, then on the last previous day on which a sale was reported.

        (u) "Incentive Stock Option" or "ISO" means any Option intended to be
    designated as an incentive stock option within the meaning of Section 422 of
    the Code or any successor provision thereto.

        (v) "Incumbent Board" means the Incumbent Board as defined in
    Section 9(b)(ii).

        (w) "Limited SAR" means a right granted to a Participant under
    Section 6(c).

        (x) "Option" means a right granted to a Participant under Section 6(b),
    to purchase Stock or other Awards at a specified price during specified time
    periods.

        (y) "Other Stock-Based Awards" means Awards granted to a Participant
    under Section 6(h).

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        (z) "Parent Corporation" means any corporation (other than the Company)
    in an unbroken chain of corporations ending with the Company, if each of the
    corporations in the chain (other than the Company) owns stock possessing 50%
    or more of the combined voting power of all classes of stock in one of the
    other corporations in the chain.

        (aa) "Participant" means a person who has been granted an Award under
    the Plan which remains outstanding, including a person who is no longer an
    Eligible Person.

        (bb) "Performance Award" means a right, granted to an Eligible Person
    under Section 8, to receive Awards based upon performance criteria specified
    by the Committee or the Board.

        (cc) "Person" shall have the meaning ascribed to such term in
    Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
    thereof, and shall include a "group" as defined in Section 13(d) thereof.

        (dd) "Restricted Stock" means Stock granted to a Participant under
    Section 6(d), that is subject to certain restrictions and to a risk of
    forfeiture.

        (ee) "Rule 16b-3" and "Rule 16a-1(c)(3)" means Rule 16b-3 and
    Rule 16a-1(c)(3), as from time to time in effect and applicable to the Plan
    and Participants, promulgated by the Securities and Exchange Commission
    under Section 16 of the Exchange Act

        (ff) "Stock" means the Company's Common Stock, par value $0.0005 per
    share, and such other securities as may be substituted (or resubstituted)
    for Stock pursuant to Section 10(c).

        (gg) "Stock Appreciation Rights" or "SAR" means a right granted to a
    Participant under Section 6(c).

        (hh) "Subsidiary" means UbiquiTel LLC, and any other corporation or
    other entity in which the Company has a direct or indirect ownership
    interest of 50% or more of the total combined voting power of the then
    outstanding securities or interests of such corporation or other entity
    entitled to vote generally in the election of directors or in which the
    Company has the right to receive 50% or more of the distribution of profits
    or 50% or more of the assets on liquidation or dissolution.

    3.  ADMINISTRATION.

        (a) AUTHORITY OF THE COMMITTEE.  The Plan shall be administered by the
    Committee; provided, however, that except as otherwise expressly provided in
    this Plan or in order to comply with Code Section 162(m) or Rule 16b-3 under
    the Exchange Act, the Board may exercise any power or authority granted to
    the Committee under this Plan. The Committee or the Board shall have full
    and final authority, in each case subject to and consistent with the
    provisions of the Plan, to select Eligible Persons to become Participants,
    grant Awards, determine the type, number and other terms and conditions of,
    and all other matters relating to, Awards, prescribe Award agreements (which
    need not be identical for each Participant) and rules and regulations for
    the administration of the Plan, construe and interpret the Plan and Award
    agreements and correct defects, supply omissions or reconcile
    inconsistencies therein, and to make all other decisions and determinations
    as the Committee or the Board may deem necessary or advisable for the
    administration of the Plan. In exercising any discretion granted to the
    Committee or the Board under the Plan or pursuant to any Award, the
    Committee or the Board shall not be required to follow past practices, act
    in a manner consistent with past practices, or treat any Eligible Person in
    a manner consistent with the treatment of other Eligible Persons.

        (b) MANNER OF EXERCISE OF COMMITTEE AUTHORITY.  The Committee, and not
    the Board, shall exercise sole and exclusive discretion on any matter
    relating to a Participant then subject to Section 16 of the Exchange Act
    with respect to the Company to the extent necessary in order that

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    transactions by such Participant shall be exempt under Rule 16b-3 under the
    Exchange Act. Any action of the Committee or the Board shall be final,
    conclusive and binding on all persons, including the Company, its
    subsidiaries, Participants, Beneficiaries, transferees under Section 10(b)
    hereof or other persons claiming rights from or through a Participant, and
    stockholders. The express grant of any specific power to the Committee or
    the Board, and the taking of any action by the Committee or the Board, shall
    not be construed as limiting any power or authority of the Committee or the
    Board. The Committee or the Board may delegate to officers or managers of
    the Company or any subsidiary, or committees thereof, the authority, subject
    to such terms as the Committee or the Board shall determine, (i) to perform
    administrative functions, (ii) with respect to Participants not subject to
    Section 16 of the Exchange Act, to perform such other functions as the
    Committee or the Board may determine, and (iii) with respect to Participants
    subject to Section 16, to perform such other functions of the Committee or
    the Board as the Committee or the Board may determine to the extent
    performance of such functions will not result in the loss of an exemption
    under Rule 16b-3 otherwise available for transactions by such persons, in
    each case to the extent permitted under applicable law and subject to the
    requirements set forth in Section 8(d). The Committee or the Board may
    appoint agents to assist it in administering the Plan.

        (c) LIMITATION OF LIABILITY.  The Committee and the Board, and each
    member thereof, shall be entitled, in good faith, to rely or act upon any
    report or other information furnished to him or her by any executive
    officer, other officer or employee of the Company or a Subsidiary, the
    Company's independent auditors, counsel, consultants or any other agents
    assisting in the administration of the Plan. Members of the Committee and
    the Board, and any officer or employee of the Company or a subsidiary acting
    at the direction or on behalf of the Committee or the Board, shall not be
    personally liable for any action or determination taken or made in good
    faith with respect to the Plan, and shall, to the extent permitted by law,
    be fully indemnified and protected by the Company with respect to any such
    action or determination.

    4.  STOCK SUBJECT TO PLAN.

        (a) LIMITATION ON OVERALL NUMBER OF SHARES SUBJECT TO AWARDS.  Subject
    to adjustment as provided in Section 10(c) hereof, the total number of
    shares of Stock reserved and available for delivery in connection with
    Awards under the Plan, including the number of shares of Stock which may be
    issued pursuant to ISOs, shall be the sum of (i) 7,500,000, plus (ii) the
    number of shares with respect to Awards previously granted under the Plan
    that terminate without being exercised, expire, are forfeited or canceled,
    and the number of shares of Stock that are surrendered in payment of any
    Awards or any tax withholding with regard thereto. Any shares of Stock
    delivered under the Plan may consist, in whole or in part, of authorized and
    unissued shares or treasury shares.

        (b) APPLICATION OF LIMITATIONS.  The limitation contained in
    Section 4(a) shall apply not only to Awards that are settleable by the
    delivery of shares of Stock but also to Awards relating to shares of Stock
    but settleable only in cash (such as cash-only SARs). The Committee or the
    Board may adopt reasonable counting procedures to ensure appropriate
    counting, avoid double counting (as, for example, in the case of tandem or
    substitute awards) and make adjustments if the number of shares of Stock
    actually delivered differs from the number of shares previously counted in
    connection with an Award.

    5.  ELIGIBILITY; PER-PERSON AWARD LIMITATIONS.  Awards may be granted under
the Plan only to Eligible Persons. In each fiscal year during any part of which
the Plan is in effect, an Eligible Person may not be granted Awards relating to
more than 1,500,000 shares of Stock, subject to adjustment as provided in
Section 10(c), under each of Sections 6(b), 6(c), 6(d), 6(e), 6(f), 6(g), 6(h),
8(b) and 8(c). In addition, the maximum amount that may be earned as an Annual
Incentive Award or other cash

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Award in any fiscal year by any one Participant shall be $2,000,000, and the
maximum amount that may be earned as a Performance Award or other cash Award in
respect of a performance period by any one Participant shall be $5,000,000.

    6.  SPECIFIC TERMS OF AWARDS.

        (a) GENERAL.  Awards may be granted on the terms and conditions set
    forth in this Section 6. In addition, the Committee or the Board may impose
    on any Award or the exercise thereof, at the date of grant or thereafter
    (subject to Section 10(e)), such additional terms and conditions, not
    inconsistent with the provisions of the Plan, as the Committee or the Board
    shall determine, including terms requiring forfeiture of Awards in the event
    of termination of employment by the Participant and terms permitting a
    Participant to make elections relating to his or her Award. The Committee or
    the Board shall retain full power and discretion to accelerate, waive or
    modify, at any time, any term or condition of an Award that is not mandatory
    under the Plan. Except in cases in which the Committee or the Board is
    authorized to require other forms of consideration under the Plan, no
    consideration other than services may be required for the grant (but not the
    exercise) of any Award.

        (b) OPTIONS.  The Committee and the Board each is authorized to grant
    Options to Participants on the following terms and conditions:

           (i) EXERCISE PRICE.  The exercise price per share of Stock
       purchasable under an Option shall be determined by the Committee or the
       Board, provided that such exercise price shall not, in the case of
       Incentive Stock Options, be less than 100% of the Fair Market Value of
       the Stock on the date of grant of the Option and shall not, in any event,
       be less than the par value of a share of Stock on the date of grant of
       such Option. If an employee owns or is deemed to own (by reason of the
       attribution rules applicable under Section 424(d) of the Code) more than
       10% of the combined voting power of all classes of stock of the Company
       or any Parent Corporation and an Incentive Stock Option is granted to
       such employee, the option price of such Incentive Stock Option (to the
       extent required by the Code at the time of grant) shall be no less than
       110% of the Fair Market Value of the Stock on the date such Incentive
       Stock Option is granted.

           (ii) TIME AND METHOD OF EXERCISE.  The Committee or the Board shall
       determine the time or times at which or the circumstances under which an
       Option may be exercised in whole or in part (including based on
       achievement of performance goals and/or future service requirements), the
       time or times at which Options shall cease to be or become exercisable
       following termination of employment or upon other conditions, the methods
       by which such exercise price may be paid or deemed to be paid (including
       in the discretion of the Committee or the Board a cashless exercise
       procedure), the form of such payment, including, without limitation,
       cash, Stock, other Awards or awards granted under other plans of the
       Company or any subsidiary, or other property (including notes or other
       contractual obligations of Participants to make payment on a deferred
       basis), and the methods by or forms in which Stock will be delivered or
       deemed to be delivered to Participants.

          (iii) ISOS.  The terms of any ISO granted under the Plan shall comply
       in all respects with the provisions of Section 422 of the Code. No term
       of the Plan relating to ISOs (including any SAR in tandem therewith)
       shall be interpreted, amended or altered, nor shall any discretion or
       authority granted under the Plan be exercised, so as to disqualify either
       the Plan or any ISO under Section 422 of the Code, unless the Participant
       has first requested the change that will result in such disqualification.
       Thus, if and to the extent required to comply

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       with Section 422 of the Code, Options granted as Incentive Stock Options
       shall be subject to the following special terms and conditions:

              (A) the Option shall not be exercisable more than ten years after
           the date such Incentive Stock Option is granted; provided, however,
           that if a Participant owns or is deemed to own (by reason of the
           attribution rules of Section 424(d) of the Code) more than 10% of the
           combined voting power of all classes of stock of the Company or any
           Parent Corporation and the Incentive Stock Option is granted to such
           Participant, the term of the Incentive Stock Option shall be (to the
           extent required by the Code at the time of the grant) for no more
           than five years from the date of grant; and

               (B) The aggregate Fair Market Value (determined as of the date
           the Incentive Stock Option is granted) of the Stock with respect to
           which Incentive Stock Options granted under the Plan and all other
           option plans of the Company or its Parent Corporation during any
           calendar year exercisable for the first time by the Participant
           during any calendar year shall not (to the extent required by the
           Code at the time of the grant) exceed $100,000.

        (c) STOCK APPRECIATION RIGHTS.  The Committee and the Board each is
    authorized to grant SAR's to Participants on the following terms and
    conditions:

           (i) RIGHT TO PAYMENT.  A SAR shall confer on the Participant to whom
       it is granted a right to receive, upon exercise thereof, the excess of
       (A) the Fair Market Value of one share of Stock on the date of exercise
       (or, in the case of a "Limited SAR" that may be exercised only in the
       event of a Change in Control, the Fair Market Value determined by
       reference to the Change in Control Price, as defined under
       Section 9(c)), over (B) the grant price of the SAR as determined by the
       Committee or the Board. The grant price of an SAR shall not be less than
       the Fair Market Value of a share of Stock on the date of grant except as
       provided under Section 7(a).

           (ii) OTHER TERMS.  The Committee or the Board shall determine at the
       date of grant or thereafter, the time or times at which and the
       circumstances under which a SAR may be exercised in whole or in
       part (including based on achievement of performance goals and/or future
       service requirements), the time or times at which SARs shall cease to be
       or become exercisable following termination of employment or upon other
       conditions, the method of exercise, method of settlement, form of
       consideration payable in settlement, method by or forms in which Stock
       will be delivered or deemed to be delivered to Participants, whether or
       not a SAR shall be in tandem or in combination with any other Award, and
       any other terms and conditions of any SAR. Limited SARs that may only be
       exercised in connection with a Change in Control or other event as
       specified by the Committee or the Board, may be granted on such terms,
       not inconsistent with this Section 6(c), as the Committee or the Board
       may determine. SARs and Limited SARs may be either freestanding or in
       tandem with other Awards.

        (d) RESTRICTED STOCK.  The Committee and the Board each is authorized to
    grant Restricted Stock to Participants on the following terms and
    conditions:

           (i) GRANT AND RESTRICTIONS.  Restricted Stock shall be subject to
       such restrictions on transferability, risk of forfeiture and other
       restrictions, if any, as the Committee or the Board may impose, which
       restrictions may lapse separately or in combination at such times, under
       such circumstances (including based on achievement of performance goals
       and/or future service requirements), in such installments or otherwise,
       as the Committee or the Board may determine at the date of grant or
       thereafter. Except to the extent restricted under the terms of the Plan
       and any Award agreement relating to the Restricted Stock, a Participant
       granted

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       Restricted Stock shall have all of the rights of a stockholder, including
       the right to vote the Restricted Stock and the right to receive dividends
       thereon (subject to any mandatory reinvestment or other requirement
       imposed by the Committee or the Board). During the restricted period
       applicable to the Restricted Stock, subject to Section 10(b) below, the
       Restricted Stock may not be sold, transferred, pledged, hypothecated,
       margined or otherwise encumbered by the Participant.

           (ii) FORFEITURE.  Except as otherwise determined by the Committee or
       the Board at the time of the Award, upon termination of a Participant's
       employment during the applicable restriction period, the Participant's
       Restricted Stock that is at that time subject to restrictions shall be
       forfeited and reacquired by the Company; provided that the Committee or
       the Board may provide, by rule or regulation or in any Award agreement,
       or may determine in any individual case, that restrictions or forfeiture
       conditions relating to Restricted Stock shall be waived in whole or in
       part in the event of terminations resulting from specified causes, and
       the Committee or the Board may in other cases waive in whole or in
       part the forfeiture of Restricted Stock.

          (iii) CERTIFICATES FOR STOCK.  Restricted Stock granted under the Plan
       may be evidenced in such manner as the Committee or the Board shall
       determine. If certificates representing Restricted Stock are registered
       in the name of the Participant, the Committee or the Board may require
       that such certificates bear an appropriate legend referring to the
       restrictions applicable to such Restricted Stock, that the Company retain
       physical possession of the certificates, and that the Participant deliver
       a stock power to the Company, endorsed in blank, relating to the
       Restricted Stock.

           (iv) DIVIDENDS AND SPLITS.  As a condition to the grant of an Award
       of Restricted Stock, the Committee or the Board may require that any cash
       dividends paid on a share of Restricted Stock be automatically reinvested
       in additional shares of Restricted Stock or applied to the purchase of
       additional Awards under the Plan. Unless otherwise determined by the
       Committee or the Board, Stock distributed in connection with a Stock
       split or Stock dividend, and other property distributed as a dividend,
       shall be subject to restrictions and a risk of forfeiture to the same
       extent as the Restricted Stock with respect to which such Stock or other
       property has been distributed.

        (e) DEFERRED STOCK.  The Committee and the Board each is authorized to
    grant Deferred Stock to Participants, which are rights to receive Stock,
    cash, or a combination thereof at the end of a specified deferral period,
    subject to the following terms and conditions:

           (i) AWARD AND RESTRICTIONS.  Satisfaction of an Award of Deferred
       Stock shall occur upon expiration of the deferral period specified for
       such Deferred Stock by the Committee or the Board (or, if permitted by
       the Committee or the Board, as elected by the Participant). In addition,
       Deferred Stock shall be subject to such restrictions (which may include a
       risk of forfeiture) as the Committee or the Board may impose, if any,
       which restrictions may lapse at the expiration of the deferral period or
       at earlier specified times (including based on achievement of performance
       goals and/or future service requirements), separately or in combination,
       in installments or otherwise, as the Committee or the Board may
       determine. Deferred Stock may be satisfied by delivery of Stock, cash
       equal to the Fair Market Value of the specified number of shares of Stock
       covered by the Deferred Stock, or a combination thereof, as determined by
       the Committee or the Board at the date of grant or thereafter. Prior to
       satisfaction of an Award of Deferred Stock, an Award of Deferred Stock
       carries no voting or dividend or other rights associated with share
       ownership.

           (ii) FORFEITURE.  Except as otherwise determined by the Committee or
       the Board, upon termination of a Participant's employment during the
       applicable deferral period thereof to

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       which forfeiture conditions apply (as provided in the Award agreement
       evidencing the Deferred Stock), the Participant's Deferred Stock that is
       at that time subject to deferral (other than a deferral at the election
       of the Participant) shall be forfeited; provided that the Committee or
       the Board may provide, by rule or regulation or in any Award agreement,
       or may determine in any individual case, that restrictions or forfeiture
       conditions relating to Deferred Stock shall be waived in whole or in
       part in the event of terminations resulting from specified causes, and
       the Committee or the Board may in other cases waive in whole or in
       part the forfeiture of Deferred Stock.

          (iii) DIVIDEND EQUIVALENTS.  Unless otherwise determined by the
       Committee or the Board at date of grant, Dividend Equivalents on the
       specified number of shares of Stock covered by an Award of Deferred Stock
       shall be either (A) paid with respect to such Deferred Stock at the
       dividend payment date in cash or in shares of unrestricted Stock having a
       Fair Market Value equal to the amount of such dividends, or (B) deferred
       with respect to such Deferred Stock and the amount or value thereof
       automatically deemed reinvested in additional Deferred Stock, other
       Awards or other investment vehicles, as the Committee or the Board shall
       determine or permit the Participant to elect.

        (f) BONUS STOCK AND AWARDS IN LIEU OF OBLIGATIONS.  The Committee and
    the Board each is authorized to grant Stock as a bonus, or to grant Stock or
    other Awards in lieu of Company obligations to pay cash or deliver other
    property under the Plan or under other plans or compensatory arrangements,
    provided that, in the case of Participants subject to Section 16 of the
    Exchange Act, the amount of such grants remains within the discretion of the
    Committee to the extent necessary to ensure that acquisitions of Stock or
    other Awards are exempt from liability under Section 16(b) of the Exchange
    Act. Stock or Awards granted hereunder shall be subject to such other terms
    as shall be determined by the Committee or the Board.

        (g) DIVIDEND EQUIVALENTS.  The Committee and the Board each is
    authorized to grant Dividend Equivalents to a Participant entitling the
    Participant to receive cash, Stock, other Awards, or other property equal in
    value to dividends paid with respect to a specified number of shares of
    Stock, or other periodic payments. Dividend Equivalents may be awarded on a
    free-standing basis or in connection with another Award. The Committee or
    the Board may provide that Dividend Equivalents shall be paid or distributed
    when accrued or shall be deemed to have been reinvested in additional Stock,
    Awards, or other investment vehicles, and subject to such restrictions on
    transferability and risks of forfeiture, as the Committee or the Board may
    specify.

        (h) OTHER STOCK-BASED AWARDS.  The Committee and the Board each is
    authorized, subject to limitations under applicable law, to grant to
    Participants such other Awards that may be denominated or payable in, valued
    in whole or in part by reference to, or otherwise based on, or related to,
    Stock, as deemed by the Committee or the Board to be consistent with the
    purposes of the Plan, including, without limitation, convertible or
    exchangeable debt securities, other rights convertible or exchangeable into
    Stock, purchase rights for Stock, Awards with value and payment contingent
    upon performance of the Company or any other factors designated by the
    Committee or the Board, and Awards valued by reference to the book value of
    Stock or the value of securities of or the performance of specified
    subsidiaries or business units. The Committee or the Board shall determine
    the terms and conditions of such Awards. Stock delivered pursuant to an
    Award in the nature of a purchase right granted under this Section 6(h)
    shall be purchased for such consideration, paid for at such times, by such
    methods, and in such forms, including, without limitation, cash, Stock,
    other Awards or other property, as the Committee or the Board shall
    determine. Cash awards, as an element of or supplement to any other Award
    under the Plan, may also be granted pursuant to this Section 6(h).

    7.  CERTAIN PROVISIONS APPLICABLE TO AWARDS.

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        (a) STAND-ALONE, ADDITIONAL, TANDEM, AND SUBSTITUTE AWARDS.  Awards
    granted under the Plan may, in the discretion of the Committee or the Board,
    be granted either alone or in addition to, in tandem with, or in
    substitution or exchange for, any other Award or any award granted under
    another plan of the Company, any Subsidiary, or any business entity to be
    acquired by the Company or a Subsidiary, or any other right of a Participant
    to receive payment from the Company or any Subsidiary. Such additional,
    tandem, and substitute or exchange Awards may be granted at any time. If an
    Award is granted in substitution or exchange for another Award or award, the
    Committee or the Board shall require the surrender of such other Award or
    award in consideration for the grant of the new Award. In addition, Awards
    may be granted in lieu of cash compensation, including in lieu of cash
    amounts payable under other plans of the Company or any subsidiary, in which
    the value of Stock subject to the Award is equivalent in value to the cash
    compensation (for example, Deferred Stock or Restricted Stock), or in which
    the exercise price, grant price or purchase price of the Award in the nature
    of a right that may be exercised is equal to the Fair Market Value of the
    underlying Stock minus the value of the cash compensation surrendered (for
    example, Options granted with an exercise price "discounted" by the amount
    of the cash compensation surrendered).

        (b) TERM OF AWARDS.  The term of each Award shall be for such period as
    may be determined by the Committee or the Board; but the term of any Option
    or SAR shall not exceed ten years (or such shorter term as may be required
    in respect of an ISO under Section 422 of the Code).

        (c) FORM AND TIMING OF PAYMENT UNDER AWARDS; DEFERRALS.  Subject to the
    terms of the Plan and any applicable Award agreement, payments to be made to
    the Company or a subsidiary upon the exercise of an Option or other Award or
    settlement of an Award may be made in such forms as the Committee or the
    Board shall determine, including, without limitation, cash, Stock that have
    been held for at least 6 months, other Awards or other property, and may be
    made in a single payment or transfer, in installments, or on a deferred
    basis. The settlement of any Award may be accelerated, and cash paid in lieu
    of Stock in connection with such settlement, in the discretion of the
    Committee or the Board or upon occurrence of one or more specified events
    (in addition to a Change in Control). Installment or deferred payments may
    be required by the Committee or the Board (subject to Section 10(e)) or
    permitted at the election of the Participant on terms and conditions
    established by the Committee or the Board. Payments may include, without
    limitation, provisions for the payment or crediting of a reasonable interest
    rate on installment or deferred payments or the grant or crediting of
    Dividend Equivalents or other amounts in respect of installment or deferred
    payments denominated in Stock.

        (d) EXEMPTIONS FROM SECTION 16(B) LIABILITY.  It is the intent of the
    Company that this Plan comply in all respects with applicable provisions of
    Rule 16b-3 or Rule 16a-1(c)(3) to the extent necessary to ensure that
    neither the grant of any Awards to nor other transaction by a Participant
    who is subject to Section 16 of the Exchange Act is subject to liability
    under Section 16(b) thereof (except for transactions acknowledged in writing
    to be non-exempt by such Participant). Accordingly, if any provision of this
    Plan or any Award agreement does not comply with the requirements of
    Rule 16b-3 or Rule 16a-1(c)(3) as then applicable to any such transaction,
    such provision will be construed or deemed amended to the extent necessary
    to conform to the applicable requirements of Rule 16b-3 or Rule 16a-1(c)(3)
    so that such Participant shall avoid liability under Section 16(b). In
    addition, the purchase price of any Award conferring a right to purchase
    Stock shall be not less than any specified percentage of the Fair Market
    Value of Stock at the date of grant of the Award then required in order to
    comply with Rule 16b-3.

    8.  PERFORMANCE AND ANNUAL INCENTIVE AWARDS.

        (a) PERFORMANCE CONDITIONS.  The right of a Participant to exercise or
    receive a grant or settlement of any Award, and the timing thereof, may be
    subject to such performance conditions as

                                      9
<Page>
    may be specified by the Committee or the Board. The Committee or the Board
    may use such business criteria and other measures of performance as it may
    deem appropriate in establishing any performance conditions, and may
    exercise its discretion to reduce the amounts payable under any Award
    subject to performance conditions, except as limited under Sections 8(b) and
    8(c) hereof in the case of a Performance Award or Annual Incentive Award
    intended to qualify under Code Section 162(m). If and to the extent required
    under Code Section 162(m), any power or authority relating to a Performance
    Award or Annual Incentive Award intended to qualify under Code
    Section 162(m), shall be exercised by the Committee and not the Board.

        (b) PERFORMANCE AWARDS GRANTED TO DESIGNATED COVERED EMPLOYEES.  If and
    to the extent that the Committee determines that a Performance Award to be
    granted to an Eligible Person who is designated by the Committee as likely
    to be a Covered Employee should qualify as "performance-based compensation"
    for purposes of Code Section 162(m), the grant, exercise and/or settlement
    of such Performance Award shall be contingent upon achievement of
    preestablished performance goals and other terms set forth in this
    Section 8(b).

           (i) PERFORMANCE GOALS GENERALLY.  The performance goals for such
       Performance Awards shall consist of one or more business criteria and a
       targeted level or levels of performance with respect to each of such
       criteria, as specified by the Committee consistent with this
       Section 8(b). Performance goals shall be objective and shall otherwise
       meet the requirements of Code Section 162(m) and regulations thereunder
       including the requirement that the level or levels of performance
       targeted by the Committee result in the achievement of performance goals
       being "substantially uncertain." The Committee may determine that such
       Performance Awards shall be granted, exercised and/or settled upon
       achievement of any one performance goal or that two or more of the
       performance goals must be achieved as a condition to grant, exercise
       and/or settlement of such Performance Awards. Performance goals may
       differ for Performance Awards granted to any one Participant or to
       different Participants.

           (ii) BUSINESS CRITERIA.  One or more of the following business
       criteria for the Company, on a consolidated basis, and/or specified
       Subsidiaries or business units of the Company (except with respect to the
       total stockholder return and earnings per share criteria), shall be used
       exclusively by the Committee in establishing performance goals for such
       Performance Awards (except that the Committee may adopt additional
       business criteria or amend the listed criteria provided that, within
       three years from the Effective Date, it submits such additional or
       amended criteria to the Company's shareholders for approval): (1) total
       stockholder return; (2) such total stockholder return as compared to
       total return (on a comparable basis) of a publicly available index such
       as, but not limited to, the Standard & Poor's 500 Stock; (3) net income;
       (4) pretax earnings; (5) earnings before interest expense, taxes,
       depreciation and amortization; (6) pretax operating earnings after
       interest expense and before bonuses, service fees, and extraordinary or
       special items; (7) operating margin; (8) earnings per share; (9) return
       on equity; (10) return on capital; (11) return on investment; (12)
       operating earnings; (13) working capital or inventory; (14) ratio of debt
       to stockholders' equity; (15) control of churn; (16) increase in number
       of subscribers (measured by percentages, ratios, comparisons, or absolute
       numbers); (17) control of operating costs; and (18) meeting build-out and
       coverage POPs targets. One or more of the foregoing business criteria
       shall also be exclusively used in establishing performance goals for
       Annual Incentive Awards granted to a Covered Employee under Section 8(c)
       hereof that are intended to qualify as "performanced-based compensation
       under Code Section 162(m).

          (iii) PERFORMANCE PERIOD; TIMING FOR ESTABLISHING PERFORMANCE
       GOALS.  Achievement of performance goals in respect of such Performance
       Awards shall be measured over a performance period of up to ten years, as
       specified by the Committee. Performance goals shall be established not
       later than 90 days after the beginning of any performance period
       applicable

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<Page>
       to such Performance Awards, or at such other date as may be required or
       permitted for "performance-based compensation" under Code
       Section 162(m).

           (iv) PERFORMANCE AWARD POOL.  The Committee may establish a
       Performance Award pool, which shall be an unfunded pool, for purposes of
       measuring Company performance in connection with Performance Awards. The
       amount of such Performance Award pool shall be based upon the achievement
       of a performance goal or goals based on one or more of the business
       criteria set forth in Section 8(b)(ii) hereof during the given
       performance period, as specified by the Committee in accordance with
       Section 8(b)(iii) hereof. The Committee may specify the amount of the
       Performance Award pool as a percentage of any of such business criteria,
       a percentage thereof in excess of a threshold amount, or as another
       amount which need not bear a strictly mathematical relationship to such
       business criteria.

           (v) SETTLEMENT OF PERFORMANCE AWARDS; OTHER TERMS.  Settlement of
       such Performance Awards shall be in cash, Stock, other Awards or other
       property, in the discretion of the Committee. The Committee may, in its
       discretion, reduce the amount of a settlement otherwise to be made in
       connection with such Performance Awards. The Committee shall specify the
       circumstances in which such Performance Awards shall be paid or forfeited
       in the event of termination of employment by the Participant prior to the
       end of a performance period or settlement of Performance Awards.

        (c) ANNUAL INCENTIVE AWARDS GRANTED TO DESIGNATED COVERED EMPLOYEES.  If
    and to the extent that the Committee determines that an Annual Incentive
    Award to be granted to an Eligible Person who is designated by the Committee
    as likely to be a Covered Employee should qualify as "performance-based
    compensation" for purposes of Code Section 162(m), the grant, exercise and/
    or settlement of such Annual Incentive Award shall be contingent upon
    achievement of preestablished performance goals and other terms set forth in
    this Section 8(c).

           (i) ANNUAL INCENTIVE AWARD POOL.  The Committee may establish an
       Annual Incentive Award pool, which shall be an unfunded pool, for
       purposes of measuring Company performance in connection with Annual
       Incentive Awards. The amount of such Annual Incentive Award pool shall be
       based upon the achievement of a performance goal or goals based on one or
       more of the business criteria set forth in Section 8(b)(ii) during the
       given performance period, as specified by the Committee in accordance
       with Section 8(b)(iii). The Committee may specify the amount of the
       Annual Incentive Award pool as a percentage of any such business
       criteria, a percentage thereof in excess of a threshold amount, or as
       another amount which need not bear a strictly mathematical relationship
       to such business criteria.

           (ii) POTENTIAL ANNUAL INCENTIVE AWARDS.  Not later than the end of
       the 90th day of each fiscal year, or at such other date as may be
       required or permitted in the case of Awards intended to be
       "performance-based compensation" under Code Section 162(m), the Committee
       shall determine the Eligible Persons who will potentially receive Annual
       Incentive Awards, and the amounts potentially payable thereunder, for
       that fiscal year, either out of an Annual Incentive Award pool
       established by such date under Section 8(c)(i) or as individual Annual
       Incentive Awards. In the case of individual Annual Incentive Awards
       intended to qualify under Code Section 162(m), the amount potentially
       payable shall be based upon the achievement of a performance goal or
       goals based on one or more of the business criteria set forth in
       Section 8(b)(ii) in the given performance year, as specified by the
       Committee; in other cases, such amount shall be based on such criteria as
       shall be established by the Committee. In all cases, the maximum Annual
       Incentive Award of any Participant shall be subject to the limitation set
       forth in Section 5.

          (iii) PAYOUT OF ANNUAL INCENTIVE AWARDS.  After the end of each fiscal
       year, the Committee shall determine the amount, if any, of (A) the Annual
       Incentive Award pool, and the

                                      11
<Page>
       maximum amount of potential Annual Incentive Award payable to each
       Participant in the Annual Incentive Award pool, or (B) the amount of
       potential Annual Incentive Award otherwise payable to each Participant.
       The Committee may, in its discretion, determine that the amount payable
       to any Participant as an Annual Incentive Award shall be reduced from the
       amount of his or her potential Annual Incentive Award, including a
       determination to make no Award whatsoever. The Committee shall specify
       the circumstances in which an Annual Incentive Award shall be paid or
       forfeited in the event of termination of employment by the Participant
       prior to the end of a fiscal year or settlement of such Annual Incentive
       Award.

        (d) WRITTEN DETERMINATIONS.  All determinations by the Committee as to
    the establishment of performance goals, the amount of any Performance Award
    pool or potential individual Performance Awards and as to the achievement of
    performance goals relating to Performance Awards under Section 8(b), and the
    amount of any Annual Incentive Award pool or potential individual Annual
    Incentive Awards and the amount of final Annual Incentive Awards under
    Section 8(c), shall be made in writing in the case of any Award intended to
    qualify under Code Section 162(m). The Committee may not delegate any
    responsibility relating to such Performance Awards or Annual Incentive
    Awards if and to the extent required to comply with Code Section 162(m).

        (e) STATUS OF SECTION 8(B) AND SECTION 8(C) AWARDS UNDER CODE
    SECTION 162(M).  It is the intent of the Company that Performance Awards and
    Annual Incentive Awards under Section 8(b) and 8(c) hereof granted to
    persons who are designated by the Committee as likely to be Covered
    Employees within the meaning of Code Section 162(m) and regulations
    thereunder shall, if so designated by the Committee, constitute "qualified
    performance-based compensation" within the meaning of Code Section 162(m)
    and regulations thereunder. Accordingly, the terms of Sections 8(b), (c),
    (d) and (e), including the definitions of Covered Employee and other terms
    used therein, shall be interpreted in a manner consistent with Code
    Section 162(m) and regulations thereunder. The foregoing notwithstanding,
    because the Committee cannot determine with certainty whether a given
    Participant will be a Covered Employee with respect to a fiscal year that
    has not yet been completed, the term Covered Employee as used herein shall
    mean only a person designated by the Committee, at the time of grant of
    Performance Awards or an Annual Incentive Award, as likely to be a Covered
    Employee with respect to that fiscal year. If any provision of the Plan or
    any agreement relating to such Performance Awards or Annual Incentive Awards
    does not comply or is inconsistent with the requirements of Code
    Section 162(m) or regulations thereunder, such provision shall be construed
    or deemed amended to the extent necessary to conform to such requirements.

    9.  CHANGE IN CONTROL.

        (a) EFFECT OF "CHANGE IN CONTROL."  If and to the extent provided in the
    Award, in the event of a "Change in Control," as defined in Section 9(b),
    the following provisions shall apply:

           (i) Any Award carrying a right to exercise that was not previously
       exercisable and vested shall become fully exercisable and vested as of
       the time of the Change in Control, subject only to applicable
       restrictions set forth in Section 10(a);

           (ii) Limited SARs (and other SARs if so provided by their terms)
       shall become exercisable for amounts, in cash, determined by reference to
       the Change in Control Price;

          (iii) The restrictions, deferral of settlement, and forfeiture
       conditions applicable to any other Award granted under the Plan shall
       lapse and such Awards shall be deemed fully vested as of the time of the
       Change in Control, except to the extent of any waiver by the Participant
       and subject to applicable restrictions set forth in Section 10(a) hereof;
       and

                                      12
<Page>
           (iv) With respect to any such outstanding Award subject to
       achievement of performance goals and conditions under the Plan, such
       performance goals and other conditions will be deemed to be met if and to
       the extent so provided by the Committee in the Award agreement relating
       to such Award.

        (b) DEFINITION OF "CHANGE IN CONTROL.  A "Change in Control" shall be
    deemed to have occurred upon:

           (i) Approval by the shareholders of the Company of a reorganization,
       merger, consolidation or other form of corporate transaction or
       series of transactions (but not including a public offering of stock
       registered under the Securities Act of 1933, in each case, with respect
       to which persons who were the shareholders of the Company immediately
       prior to such reorganization, merger or consolidation or other
       transaction do not, immediately thereafter, own more than 50% of the
       combined voting power entitled to vote generally in the election of
       directors of the reorganized, merged or consolidated company's then
       outstanding voting securities, or a liquidation or dissolution of the
       Company or the sale of all or substantially all of the assets of the
       Company (unless such reorganization, merger, consolidation or other
       corporate transaction, liquidation, dissolution or sale (any such event
       being referred to as a "Corporate Transaction") is subsequently
       abandoned);

           (ii) Individuals who, as of the date on which the Award is granted,
       constitute the Board (the "Incumbent Board") cease for any reason to
       constitute at least a majority of the Board, provided that any person
       becoming a director subsequent to the date on which the Award was granted
       whose election, or nomination for election by the Company's shareholders,
       was approved by a vote of at least a majority of the directors then
       comprising the Incumbent Board (other than an election or nomination of
       an individual whose initial assumption of office is in connection with an
       actual or threatened election contest relating to the election of the
       Directors of the Company, as such terms are used in Rule 14a-11 of
       Regulation 14A promulgated under the Exchange Act) shall be, for purposes
       of this Agreement, considered as though such person were a member of the
       Incumbent Board; or

          (iii) the acquisition (other than from the Company) by any person,
       entity or "group", within the meaning of Section 13(d)(3) or 14(d)(2) of
       the Exchange Act, of more than 30% of either the then outstanding shares
       of the Company's Common Stock or the combined voting power of the
       Company's then outstanding voting securities entitled to vote generally
       in the election of directors (hereinafter referred to as the ownership of
       a "Controlling Interest") excluding, for this purpose, any acquisitions
       by (1) the Company or its Subsidiaries, (2) any person, entity or "group"
       that as of the date on which the Award is granted owns beneficial
       ownership (within the meaning of Rule 13d-3 promulgated under the
       Exchange Act) of a Controlling Interest or (3) any employee benefit plan
       of the Company or its Subsidiaries.

        (c) DEFINITION OF "CHANGE IN CONTROL PRICE."  The "Change in Control
    Price" means an amount in cash equal to the higher of (i) the amount of cash
    and fair market value of property that is the highest price per share paid
    (including extraordinary dividends) in any Corporate Transaction triggering
    the Change in Control under Section 9(b)(i) or any liquidation of shares
    following a sale of substantially all of the assets of the Company, or (ii)
    the highest Fair Market Value per share at any time during the 60-day period
    preceding and the 60-day period following the Change in Control.

    10. GENERAL PROVISIONS.

        (a) COMPLIANCE WITH LEGAL AND OTHER REQUIREMENTS.  The Company may, to
    the extent deemed necessary or advisable by the Committee or the Board,
    postpone the issuance or delivery of Stock or payment of other benefits
    under any Award until completion of such registration or

                                      13
<Page>
    qualification of such Stock or other required action under any federal or
    state law, rule or regulation, listing or other required action with respect
    to any stock exchange or automated quotation system upon which the Stock or
    other Company securities are listed or quoted, or compliance with any other
    obligation of the Company, as the Committee or the Board, may consider
    appropriate, and may require any Participant to make such representations,
    furnish such information and comply with or be subject to such other
    conditions as it may consider appropriate in connection with the issuance or
    delivery of Stock or payment of other benefits in compliance with applicable
    laws, rules, and regulations, listing requirements, or other obligations.
    The foregoing notwithstanding, in connection with a Change in Control, the
    Company shall take or cause to be taken no action, and shall undertake or
    permit to arise no legal or contractual obligation, that results or would
    result in any postponement of the issuance or delivery of Stock or payment
    of benefits under any Award or the imposition of any other conditions on
    such issuance, delivery or payment, to the extent that such postponement or
    other condition would represent a greater burden on a Participant than
    existed on the 90th day preceding the Change in Control.

        (b) LIMITS ON TRANSFERABILITY; BENEFICIARIES.  No Award or other right
    or interest of a Participant under the Plan, including any Award or right
    which constitutes a derivative security as generally defined in
    Rule 16a-1(c) under the Exchange Act, shall be pledged, hypothecated or
    otherwise encumbered or subject to any lien, obligation or liability of such
    Participant to any party (other than the Company or a Subsidiary), or
    assigned or transferred by such Participant otherwise than by will or the
    laws of descent and distribution or to a Beneficiary upon the death of a
    Participant, and such Awards or rights that may be exercisable shall be
    exercised during the lifetime of the Participant only by the Participant or
    his or her guardian or legal representative, except that Awards and other
    rights (other than ISOs and SARs in tandem therewith) may be transferred to
    one or more Beneficiaries or other transferees during the lifetime of the
    Participant, and may be exercised by such transferees in accordance with the
    terms of such Award, but only if and to the extent such transfers and
    exercises are permitted by the Committee or the Board pursuant to the
    express terms of an Award agreement (subject to any terms and conditions
    which the Committee or the Board may impose thereon, and further subject to
    any prohibitions or restrictions on such transfers pursuant to Rule 16b-3).
    A Beneficiary, transferee, or other person claiming any rights under the
    Plan from or through any Participant shall be subject to all terms and
    conditions of the Plan and any Award agreement applicable to such
    Participant, except as otherwise determined by the Committee or the Board,
    and to any additional terms and conditions deemed necessary or appropriate
    by the Committee or the Board.

        (c) ADJUSTMENTS.  If any dividend or other distribution (whether in the
    form of cash, Stock, or other property), recapitalization, forward or
    reverse split, reorganization, merger, consolidation, spin-off, combination,
    repurchase, share exchange, liquidation, dissolution or other similar
    corporate transaction or event affects the Stock such that a substitution or
    adjustment is determined by the Committee or the Board to be appropriate in
    order to prevent dilution or enlargement of the rights of Participants under
    the Plan, then the Committee or the Board shall, in such manner as it may
    deem equitable, substitute or adjust any or all of (i) the number and kind
    of shares of Stock which may be delivered in connection with Awards granted
    thereafter, (ii) the number and kind of shares of Stock by which annual
    per-person Award limitations are measured under Section 5 hereof, (iii) the
    number and kind of shares of Stock subject to or deliverable in respect of
    outstanding Awards and (iv) the exercise price, grant price or purchase
    price relating to any Award and/or make provision for payment of cash or
    other property in respect of any outstanding Award. In addition, the
    Committee (and the Board if and only to the extent such authority is not
    required to be exercised by the Committee to comply with Code
    Section 162(m)) is authorized to make adjustments in the terms and
    conditions of, and the criteria included in, Awards (including Performance
    Awards and performance goals, and Annual Incentive Awards and any Annual
    Incentive Award pool or performance goals relating thereto) in

                                      14
<Page>
    recognition of unusual or nonrecurring events (including, without
    limitation, events described in the preceding sentence, as well as
    acquisitions and dispositions of businesses and assets) affecting the
    Company, any Subsidiary or any business unit, or the financial statements of
    the Company or any Subsidiary, or in response to changes in applicable laws,
    regulations, accounting principles, tax rates and regulations or business
    conditions or in view of the Committee's assessment of the business strategy
    of the Company, any Subsidiary or business unit thereof, performance of
    comparable organizations, economic and business conditions, personal
    performance of a Participant, and any other circumstances deemed relevant;
    provided that no such adjustment shall be authorized or made if and to the
    extent that such authority or the making of such adjustment would cause
    Options, SARs, Performance Awards granted under Section 8(b) or Annual
    Incentive Awards granted under Section 8(c) hereof to Participants
    designated by the Committee as Covered Employees and intended to qualify as
    "performance-based compensation" under Code Section 162(m) and the
    regulations thereunder to otherwise fail to qualify as "performance-based
    compensation" under Code Section 162(m) and regulations thereunder.

        (d) TAXES.  The Company and any Subsidiary is authorized to withhold
    from any Award granted, any payment relating to an Award under the Plan,
    including from a distribution of Stock, or any payroll or other payment to a
    Participant, amounts of withholding and other taxes due or potentially
    payable in connection with any transaction involving an Award, and to take
    such other action as the Committee or the Board may deem advisable to enable
    the Company and Participants to satisfy obligations for the payment of
    withholding taxes and other tax obligations relating to any Award. This
    authority shall include authority to withhold or receive Stock or other
    property and to make cash payments in respect thereof in satisfaction of a
    Participant's tax obligations, either on a mandatory or elective basis in
    the discretion of the Committee.

        (e) CHANGES TO THE PLAN AND AWARDS.  The Board may amend, alter,
    suspend, discontinue or terminate the Plan, or the Committee's authority to
    grant Awards under the Plan, without the consent of stockholders or
    Participants, except that any amendment or alteration to the Plan shall be
    subject to the approval of the Company's stockholders not later than the
    annual meeting next following such Board action if such stockholder approval
    is required by any federal or state law or regulation (including, without
    limitation, Rule 16b-3 or Code Section 162(m)) or the rules of any stock
    exchange or automated quotation system on which the Stock may then be listed
    or quoted, and the Board may otherwise, in its discretion, determine to
    submit other such changes to the Plan to stockholders for approval; provided
    that, without the consent of an affected Participant, no such Board action
    may materially and adversely affect the rights of such Participant under any
    previously granted and outstanding Award. The Committee or the Board may
    waive any conditions or rights under, or amend, alter, suspend, discontinue
    or terminate any Award theretofore granted and any Award agreement relating
    thereto, except as otherwise provided in the Plan; provided that, without
    the consent of an affected Participant, no such Committee or the Board
    action may materially and adversely affect the rights of such Participant
    under such Award. Notwithstanding anything in the Plan to the contrary, if
    any right under this Plan would cause a transaction to be ineligible for
    pooling of interest accounting that would, but for the right hereunder, be
    eligible for such accounting treatment, the Committee or the Board may
    modify or adjust the right so that pooling of interest accounting shall be
    available, including the substitution of Stock having a Fair Market Value
    equal to the cash otherwise payable hereunder for the right which caused the
    transaction to be ineligible for pooling of interest accounting.

        (f) LIMITATION ON RIGHTS CONFERRED UNDER PLAN.  Neither the Plan nor any
    action taken hereunder shall be construed as (i) giving any Eligible Person
    or Participant the right to continue as an Eligible Person or Participant or
    in the employ of the Company or a Subsidiary; (ii) interfering in any way
    with the right of the Company or a Subsidiary to terminate any Eligible
    Person's or Participant's employment at any time, (iii) giving an Eligible
    Person or Participant any

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    claim to be granted any Award under the Plan or to be treated uniformly with
    other Participants and employees, or (iv) conferring on a Participant any of
    the rights of a stockholder of the Company unless and until the Participant
    is duly issued or transferred shares of Stock in accordance with the terms
    of an Award.

        (g) UNFUNDED STATUS OF AWARDS; CREATION OF TRUSTS.  The Plan is intended
    to constitute an "unfunded" plan for incentive and deferred compensation.
    With respect to any payments not yet made to a Participant or obligation to
    deliver Stock pursuant to an Award, nothing contained in the Plan or any
    Award shall give any such Participant any rights that are greater than those
    of a general creditor of the Company; provided that the Committee may
    authorize the creation of trusts and deposit therein cash, Stock, other
    Awards or other property, or make other arrangements to meet the Company's
    obligations under the Plan. Such trusts or other arrangements shall be
    consistent with the "unfunded" status of the Plan unless the Committee
    otherwise determines with the consent of each affected Participant. The
    trustee of such trusts may be authorized to dispose of trust assets and
    reinvest the proceeds in alternative investments, subject to such terms and
    conditions as the Committee or the Board may specify and in accordance with
    applicable law.

        (h) NONEXCLUSIVITY OF THE PLAN.  Neither the adoption of the Plan by the
    Board nor its submission to the stockholders of the Company for approval
    shall be construed as creating any limitations on the power of the Board or
    a committee thereof to adopt such other incentive arrangements as it may
    deem desirable including incentive arrangements and awards which do not
    qualify under Code Section 162(m).

        (i) PAYMENTS IN THE EVENT OF FORFEITURES; FRACTIONAL SHARES.  Unless
    otherwise determined by the Committee or the Board, in the event of a
    forfeiture of an Award with respect to which a Participant paid cash or
    other consideration, the Participant shall be repaid the amount of such cash
    or other consideration. No fractional shares of Stock shall be issued or
    delivered pursuant to the Plan or any Award. The Committee or the Board
    shall determine whether cash, other Awards or other property shall be issued
    or paid in lieu of such fractional shares or whether such fractional shares
    or any rights thereto shall be forfeited or otherwise eliminated.

        (j) GOVERNING LAW.  The validity, construction and effect of the Plan,
    any rules and regulations under the Plan, and any Award agreement shall be
    determined in accordance with the laws of the State of Delaware without
    giving effect to principles of conflicts of laws, and applicable federal
    law.

        (k) PLAN EFFECTIVE DATE AND STOCKHOLDER APPROVAL; TERMINATION OF
    PLAN.  The Plan first become effective on February 1, 2000, and the Plan, as
    amended and restated shall be effective on February 6, 2001, subject to
    subsequent approval within 12 months of its adoption by the Board by
    stockholders of the Company eligible to vote in the election of directors,
    by a vote sufficient to meet the requirements of Code Sections 162(m) and
    422. Awards may be granted under the Plan, as amended and restated, subject
    to stockholder approval, but may not be exercised or otherwise settled in
    the event stockholder approval is not obtained. The Plan shall terminate at
    such time as no shares of Stock remain available for issuance under the Plan
    and the Company has no further rights or obligations with respect to
    outstanding Awards under the Plan.

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