Exhibit 10.2(a)


                    As Amended & Readopted 1/27/97 & 5/12/97
                        and as Further Amended on 4/11/02
             and as Further Amended & Readopted on 1/21/03 & 4/17/03
                  and as Further Amended on 10/16/03 & 1/01/06



                              CYTEC INDUSTRIES INC.

                       1993 STOCK AWARD AND INCENTIVE PLAN


               1.   Purpose; Types of Awards; Construction.

               The purpose of the 1993 Stock Award and Incentive Plan of Cytec
Industries Inc., as amended (the "Plan"), is to afford an incentive to selected
employees, prospective employees, non-employee Directors and independent
contractors of Cytec Industries Inc., or any Subsidiary or Affiliate which now
exists or hereafter is organized or acquired, to acquire a proprietary interest
in the Company, to continue as, or become, employees, directors, or independent
contractors, as the case may be, to increase their efforts on behalf of the
Company and to promote the success of the Company's business. Pursuant to
Section 6 of the Plan, there may be granted Stock Options (including "incentive
stock options" and "nonqualified stock options"), stock appreciation rights and
limited stock appreciation rights (either in connection with options granted
under the Plan or independently of options), restricted stock, restricted stock
units, interest equivalents, dividend equivalents, deferred cash awards,
deferred stock awards, and other stock-based or cash-based awards.

               2.   Definitions.

               For purposes of the Plan, the following terms shall be defined as
set forth below:

                    (a) "Affiliate" means any entity if, at the time of granting
of an Award, (i) the Company, directly or indirectly, owns at least 20% of the
combined voting power of all classes of stock of such entity or at least 20% of
the ownership interests in such entity or (ii) such entity, directly or
indirectly, owns at least 20% of the combined voting power of all classes of
stock of the Company.

                    (b) "Award" means any Option, SAR (including a Limited SAR),
Restricted Stock, Restricted Stock Unit, Interest Equivalent, Dividend
Equivalent, Deferred Cash Award, Deferred Stock Award, Director's Restricted
Stock, or Other Stock-Based Award or other Cash-Based Award granted under the
Plan.

                    (c) "Award Agreement" means any written agreement, contract,
grant letter, resolution of the Committee, or other instrument, document or
resolution evidencing an Award.

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                    (d) "Beneficiary" means the person, persons, trust or trusts
which have been designated by a Grantee in his or her most recent written
beneficiary designation filed with the Company to receive the benefits specified
under the Plan upon his or her death, or, if there is no designated Beneficiary
or surviving designated Beneficiary, then the person, persons, trust or trusts
entitled by will or the laws of descent and distribution to receive such
benefits.

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

                    (f) "Change in Control" shall mean the following:

                    (1) For Awards granted on or before December 31, 2004,
"Change in Control" means a change in control of the Company which will be
deemed to have occurred if:

                         (i) any "person," as such term is used in Sections
13(d) and 14(d) of the Exchange Act (other than (1) the Company, (2) any trustee
or other fiduciary holding securities under an employee benefit plan of the
Company, or (3) any corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of Stock), is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 50% or more of the combined voting power of the Company's
then outstanding voting securities; or

                         (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board, and any
new director (other than a director designated by a person who has entered into
an agreement with the Company to effect a transaction described in clause (i),
(iii), or (iv) of this Section 2(f)) whose election by the Board or nomination
for election by the Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a majority
thereof; or

                         (iii) the stockholders of the Company approve a merger
or consolidation of the Company with any other corporation, other than (A) a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving or parent entity) 50% or more of the combined voting power of the
voting securities of the Company or such surviving or parent entity outstanding
immediately after such merger or consolidation or (B) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no "person" (as hereinabove defined) acquired 50% or more of the
combined voting power of the Company's then outstanding securities; or

                         (iv) the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets (or any
transaction having a similar effect).

                    (2) For Awards granted on or after January 1, 2005, "Change
in Control" shall mean a change in the ownership or effective control of the
Company, or in the ownership of a substantial portion of the assets of the
Company, as defined and determined under Section 409A(a)(2)(A)(v) of the Code

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(or its successor provisions), including all guidance issued thereunder. Without
in any way limiting the scope of the preceding sentence, a Change of Control
shall be deemed to occur on the date upon which one of the following events
occurs:

                         (i) any one person, or more than one person acting as a
group, acquires ownership of stock of the Company that, together with stock held
by such person or group, constitutes more than 50% of either the total fair
market value or total voting power of the stock of the Company; or

                         (ii) any one person, or more than one person acting as
a group, acquires (or has acquired during the 12-month period ending on the date
of the most recent acquisition by such person or persons) ownership of stock of
the Company possessing 35% or more of the total voting power of the Company; or

                         (iii) a majority of members of the Board is replaced
during any 12-month period by directors whose appointment or election is not
recommended by a majority of the members of the Board prior to the date of the
appointment or election; or

                         (iv) any one person, or more than one person acting as
a group, acquires (or has acquired during the 12-month period ending on the date
of the most recent acquisition by such person or persons) assets from the
Company that have a total gross fair market value equal to or more than 40% of
the total gross fair market value of all of the assets of the Company
immediately prior to such acquisition or acquisitions.

                    (g) "Change in Control Price" means the higher of (i) the
highest price per share paid in any transaction constituting a Change in Control
or (ii) the highest Fair Market Value per share at any time during the 60-day
period preceding or following a Change in Control.

                    (h) "Code" means the Internal Revenue Code of 1986, as
amended from time to time.

                    (i) "Committee" means the committee consisting solely of
directors who qualify as "non-employee directors" within the meaning of Rule
16b-3 and as "outside directors" within the meaning of Section 162(m) of the
Code who are appointed by the Board to administer the Plan.

                    (j) "Common Stock Account" means the common stock account
established in the name of an employee or independent contractor, as specified
in Section 6(h).

                    (k) "Company" means Cytec Industries Inc., a corporation
organized under the laws of the State of Delaware, or any successor corporation.

                    (l) "Deferred Cash Account" means the deferred cash account
established in the name of an employee or independent contractor, as specified
in Section 6(h).

                    (m) "Deferred Cash Award" means any Award of cash made
pursuant to Section 6(h) which is to be credited to a Deferred Cash Account and
paid in the future.

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                    (n) "Deferred Stock Award" means any Award of Stock made
pursuant to Section 6(h) which is to be credited to a Common Stock Account and
paid in the future.

                    (o) "Dividend Equivalent" means a right, granted to a
Grantee under Section 6(g), to receive cash, Stock, or other property equal in
value to dividends paid with respect to a specified number of shares of Stock.
Dividend Equivalents may be awarded on a free-standing basis or in connection
with another Award, and may be paid currently or on a deferred basis.

                    (p) "Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time, and as now or hereafter construed,
interpreted and applied by regulations, rulings and cases.

                    (q) "Fair Market Value" means, with respect to Stock or
other property, the fair market value of such Stock or other property determined
by such methods or procedures as shall be established (except as provided below)
from time to time by the Committee in its sole discretion. Unless otherwise
determined by the Committee, the per share Fair Market Value of Stock as of a
particular date shall mean (i) the closing sales price per share of Stock on the
national securities exchange on which the Stock is principally traded, for the
last preceding date on which there was a sale of such Stock on such exchange
(or, if there is no such preceding date, on the first succeeding date), or (ii)
if the shares of Stock are then traded in an over-the-counter market, the
average of the closing bid and asked prices for the shares of Stock in such
over-the-counter market for the last preceding date on which there was a sale of
such Stock in such market, or (iii) if the shares of Stock are not then listed
on a national securities exchange or traded in an over-the counter market, such
value as the Committee, in its sole discretion, shall determine. For purposes of
Sections 8 and 9, only, of this Plan, the per share Fair Market Value of Stock
as of a particular date shall mean, as it relates to grants prior to January 1,
2006, (i) the closing sales price per share of Stock on the national securities
exchange on which the Stock is principally traded, for the last preceding date
on which there was a sale of such Stock on such exchange, or (ii) if the shares
of Stock are then traded in an over-the-counter market, the average of the
closing bid and asked prices for the shares of Stock in such over-the-counter
market for the last preceding date on which there was a sale of such Stock in
such market.

                    (r) "Grantee" means a person who, (i) as an employee,
prospective employee or independent contractor of the Company, a Subsidiary or
an Affiliate, or (ii) as a Non-Employee Director of the Company, has been
granted an Award under the Plan.

                    (s) "Interest Equivalent" means a right granted to a Grantee
under Section 6(g) to receive cash, which may be deferred or paid currently,
equal to the interest which would be earned on a specified amount of money,
including money deferred in a Deferred Cash Account. Interest Equivalents may be
awarded on a free-standing basis or in connection with another Award, and may be
paid currently or on a deferred basis. Unless the Committee otherwise provides
to the contrary or except as otherwise provided in the Plan, Interest
Equivalents paid on a deferred basis will be compounded on a quarterly basis.

                    (t) "ISO" means any Option intended to be, and designated
as, an incentive stock option within the meaning of Section 422 of the Code.

                    (u) "Limited SAR" means a right granted pursuant to Section
6(c) which shall, in general, be automatically exercised for cash upon a Change
in Control.

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                    (v) "Non-Employee Director" means a member of the Board who
is not an employee of the Company, a Subsidiary or Affiliate.

                    (w) "NQSO" means any Option that is designated as a
nonqualified stock option.

                    (x) "Option" means a right, granted to a Grantee under
Section 6(b) or Section 8, to purchase shares of Stock.

                    (y) "Other Cash-Based Award" means cash awarded under
Section 6(i), including cash awarded as a bonus or upon the attainment of
specified performance criteria or otherwise as permitted under the Plan.

                    (z) "Other Stock-Based Award" means a right or other
interest granted to a Grantee under Section 6(i) that may be denominated or
payable in, valued in whole or in part by reference to, or otherwise based on,
or related to, Stock, including, but not limited to (1) unrestricted Stock
awarded as a bonus or upon the attainment of specified performance criteria or
otherwise as permitted under the Plan and (2) a right granted to a Grantee to
acquire Stock from the Company for cash and/or a promissory note containing
terms and conditions prescribed by the Committee.

                    (aa) "Performance Goals" shall have the meaning specified in
Section 6A(c) of the Plan.

                    (bb) "Performance Measures" means the performance measures
set forth as Exhibit A to the Plan, as provided in Section 6A(c) of the Plan.

                    (cc) "Plan" means this Cytec Industries Inc. 1993 Stock
Award and Incentive Plan, as amended from time to time.

                    (dd) "Restricted Stock" means an Award of shares of Stock to
a Grantee under Section 6(d), including Stock that may be designated as
performance stock, that may be subject to certain restrictions and to a risk of
forfeiture.

                    (ee) "Restricted Stock Unit" means a right granted to a
Grantee under Section 6(e) to receive Stock or cash at the end of a specified
deferral period, which right may be conditioned on the satisfaction of specified
performance or other criteria.

                    (ff) "Rule 16b-3" means Rule 16b-3, as from time to time in
effect, promulgated by the Securities and Exchange Commission under Section 16
of the Exchange Act, including any successor to such Rule.

                    (gg) "Stock" means shares of the common stock, par value
$.01 per share, of the Company.

                    (hh) "SAR" or "Stock Appreciation Right" means the right,
granted to a Grantee under Section 6(c), to be paid an amount measured by the

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appreciation in the Fair Market Value of Stock from the date of grant to the
date of exercise of the right, with payment to be made in cash, Stock, or
property as specified in the Award or determined by the Committee.

                         (ii) "Subsidiary" means any entity in an unbroken chain
of entities beginning with the Company if, at the time of granting of an Award,
each of the entities (other than the last entity in the unbroken chain) owns
stock or other indicia of ownership possessing 50% or more of the total combined
voting power of all classes of stock or other indicia of ownership in one of the
other entities in the chain.

                         (jj) "Unforeseeable Financial Emergency" shall mean a
severe financial hardship to the Grantee resulting from an illness or accident
of the Grantee, the Grantee's spouse, or a dependent (as defined in Section
152(a) of the Code) of the Grantee, loss of the Grantee's property due to
casualty, or other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the control of the Grantee. Whether a Grantee has
an Unforeseeable Financial Emergency shall be determined in the sole discretion
of the Committee.

               3.   Administration.

               The Plan shall be administered by the Committee.. The Committee
shall have the authority in its discretion, subject to and not inconsistent with
the express provisions of the Plan (including the preceding sentence), to
administer the Plan and to exercise all the powers and authorities either
specifically granted to it under the Plan or necessary or advisable in the
administration of the Plan, including, without limitation, the authority to
grant Awards; to determine the persons to whom and the time or times at which
Awards shall be granted; to determine the type and number of Awards to be
granted, the number of shares of Stock to which an Award may relate and the
terms, conditions, restrictions and performance criteria relating to any Award;
to certify as to the extent to which any performance criteria have been
attained; and to determine whether, to what extent, and under what circumstances
an Award may be settled, canceled, forfeited, exchanged, or surrendered; to make
adjustments in the terms and conditions of, and the criteria and performance
objectives (if any) included in, Awards in recognition of unusual or
non-recurring events affecting the Company or any Subsidiary or Affiliate or the
financial statements of the Company or any Subsidiary or Affiliate, or in
response to changes in applicable laws, regulations, or accounting principles;
to designate Affiliates; to construe and interpret the Plan and any Award; to
prescribe, amend and rescind rules and regulations relating to the Plan; to
determine the terms and provisions of the Award Agreements (which need not be
identical for each Grantee); and to make all other determinations deemed
necessary or advisable for the administration of the Plan.

               The Committee may appoint a chairman and a secretary and may make
such rules and regulations for the conduct of its business as it shall deem
advisable, and shall keep minutes of its meetings. All determinations of the
Committee shall be made by a majority of its members either present in person or
participating by conference telephone at a meeting or by written consent. All
decisions, determinations and interpretations of the Committee shall be final
and binding on all persons, including the Company, and any Subsidiary, Affiliate
or Grantee (or any person claiming any rights under the Plan from or through any
Grantee) and any stockholder. The Committee may delegate to one or more of its
members or to one or more agents such administrative duties as it may deem
advisable, and the Committee or any person to whom it has delegated duties as
aforesaid may employ one or more persons to render advice with respect to any

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responsibility the Committee or such person may have under the Plan. The
Committee may, upon such terms and conditions and with such limitations as it
deems appropriate, delegate to the Chief Executive Officer, any Committee of the
Board of Directors or the Executive Committee authority to make Awards (and
determine the terms of such Awards) to persons who are not officers of the
Company (assistant officers not being considered officers for such purpose);
provided that all such Awards shall be reported to the Committee and (except in
the case of such Awards made by a Committee of the Board) shall be revoked
unless ratified by the Committee.

               No member of the Board or Committee shall be liable for any
action taken or determination made in good faith with respect to the Plan or any
Award granted hereunder.

               4.   Eligibility.

               Awards may be granted to selected employees and independent
contractors of the Company and its present or future Subsidiaries and
Affiliates, in the discretion of the Committee. In determining the persons to
whom Awards shall be granted and the type of any Award (including the number of
shares to be covered by such Award), the Committee shall take into account such
factors as the Committee shall deem relevant in connection with accomplishing
the purposes of the Plan. Awards to Non-Employee Directors shall be solely in
the form of NQSOs and Restricted Stock, which shall be subject to the provisions
of Section 8 and 9 of the Plan, and in Deferred Stock Awards pursuant to Section
6(h)(v) of the Plan.

               5.   Stock Subject to the Plan.

               The maximum number of shares of Stock reserved for the grant of
Awards under the Plan shall be 14,700,000, subject to adjustment as provided
herein. Originally, 4,300,000 shares of Stock were reserved for the grant of
Awards under the Plan. After the July 1996 three-for-one stock split, this
increased to 12,900,000 and was further increased to 14,700,000 after amendments
to the Plan were approved by the Board on January 21, 2003 and by the
shareholders on April 17, 2003. In order to determine the number of shares of
Stock remaining available under the Plan after said stock split, each of the
following events occurring on or prior to the July 2, 1996 record date of the
stock split (or the July 23, 1996 distribution date in the case of Option
exercises) shall be deemed to involve three times the number of shares of Stock
that were actually involved: (x) grants, exercises and forfeitures of Options;
(y) grants, vesting and forfeitures of Restricted Stock (including performance
stock and Director's Restricted Stock); and (z) grants and forfeitures of
Deferred Stock Awards.

               The shares reserved for Awards under the Plan may, in whole or in
part, be authorized but unissued shares or shares that shall have been or may be
reacquired by the Company in the open market, in private transactions or
otherwise. If any shares subject to an Award are forfeited, canceled, exchanged
or surrendered or if an Award otherwise terminates or expires without a
distribution of shares to the Grantee, the shares of stock with respect to such
Award shall, to the extent of any such forfeiture, cancellation, exchange,
surrender, termination or expiration, again be available for Awards under the
Plan; provided that, in the case of forfeiture, cancellation, exchange or
surrender of shares of Restricted Stock or Restricted Stock Units with respect
to which dividends or Dividend Equivalents have been paid or accrued, the number
of shares with respect to such Awards shall not be available for Awards
hereunder unless, in the case of shares with respect to which dividends or
Dividend Equivalents were accrued but unpaid, or in the case of shares with
respect to which a stock split in the form of a stock dividend was paid, such

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dividends and Dividend Equivalents are also forfeited, canceled, exchanged or
surrendered. Upon the exercise of any Award granted in tandem with any other
Awards or Awards, such related Award or Awards shall be canceled to the extent
of the number of shares of Stock as to which the Award is exercised and,
notwithstanding the foregoing, such number of shares shall no longer be
available for Awards under the Plan.

               In the event that the Committee shall determine that any dividend
or other distribution (whether in the form of cash, Stock, or other property),
recapitalization, Stock split, reverse split, reorganization, merger,
consolidation, spinoff, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Stock such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of Grantees under the Plan, then the Committee shall make such equitable
changes or adjustments as it deems necessary or appropriate to any or all of (i)
the number and kind of shares of Stock which may thereafter be issued in
connection with Awards, (ii) the number and kind of shares of Stock issued or
issuable in respect of outstanding Awards, and (iii) the exercise price, grant
price, or purchase price relating to any Award; provided that, with respect to
ISOs, such adjustment shall be made in accordance with Section 424(h) of the
Code and; provided , further, that in the case of Awards under Sections 8 and 9,
equitable changes or adjustments of the types specified in clauses (i), (ii) and
(iii) above shall be made.

               6.   Specific Terms of Awards.

                    (a) General. The term of each Award shall be for such period
as may be determined by the Committee. Subject to the terms of the Plan and any
applicable Award Agreement, payments to be made by the Company or a Subsidiary
or Affiliate upon the grant, maturation, or exercise of an Award may be made in
such forms as the Committee shall determine at the date of grant or thereafter,
including, without limitation, cash, Stock, or other property, and may be made
in a single payment or transfer, in installments, or on a deferred basis. The
Committee may make rules relating to installment or deferred payments with
respect to Awards, including the rate of interest to be credited with respect to
such payments. In addition to the foregoing, the Committee may impose on any
Award or the exercise thereof, at the date of grant or thereafter, such
additional terms and conditions, not inconsistent with the provisions of the
Plan, as the Committee shall determine. The authority given to the Committee
under this Section 6 is, however, subject to Section 6A of this Plan in the case
of Awards to Officers as defined in Section 6A.

                    (b) Options. The Committee is authorized to grant Options to
Grantees on the following terms and conditions:

                         (i) Type of Award. The Award Agreement evidencing the
grant of an Option under the Plan shall designate the Option as an ISO or an
NQSO, provided that an ISO may not be granted to independent contractors or
Non-Employee Directors.

                         (ii) Exercise Price. The exercise price per share of
Stock purchasable under an Option shall be not less than the Fair Market Value
of a share on the date of the grant of such Option; provided that in no event
shall the exercise price for the purchase of shares be less than par value.
Notwithstanding anything else in this Plan to the contrary, once the exercise
price of any outstanding Option or in any Option granted in the future has been

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determined, it may not be reduced except (i) in connection with antidilution and
other similar equitable adjustments approved by the Committee pursuant to the
last paragraph of Section 5 or (ii) with the consent of a majority of a quorum
of the stockholders of the Company. The exercise price for Stock subject to an
Option may be paid in cash or (if so permitted by the Committee or if so
provided in the Award Agreement) by an exchange of Stock previously owned by the
Grantee, or a combination of both, in an amount having a combined value equal to
such exercise price. A Grantee may also elect to pay all or a portion of the
aggregate exercise price by having shares of Stock with a Fair Market Value on
the date of exercise equal to the aggregate exercise price (i) withheld by the
Company, if so permitted by the Committee or so provided in the Award Agreement,
or (ii) sold by a broker-dealer under circumstances meeting the requirements of
12 C.F.R. ss.220 or any successor thereof.

                         (iii) Term and Exercisability of Options. The date on
which the Committee adopts a resolution expressly granting an Option shall be
considered the day on which such Option is granted, unless the Committee shall
determine that the Option shall be granted effective as of a specified date in
the future, in which case such specified future date shall be considered the day
on which such Option is granted. Options shall be exercisable over the exercise
period (which shall not exceed ten years from the date of grant), at such times
and upon such conditions as the Committee may determine, as reflected in the
Award Agreement; provided that, the Committee shall have the authority to
accelerate the exercisability of any outstanding Option at such time and under
such circumstances as it, in its sole discretion, deems appropriate. An Option
may be exercised to the extent of any or all full shares of Stock as to which
the Option has become exercisable, by giving written notice of such exercise to
the Committee or its designated agent.

                         (iv) Termination of Employment, etc. An Option may not
be exercised unless the Grantee is then in the employ of, or then maintains an
independent contractor relationship with, the Company or a Subsidiary or an
Affiliate (or a company or a parent or subsidiary company of such company
issuing or assuming the Option in a transaction to which Section 424(a) of the
Code applies), and unless the Grantee has remained continuously so employed, or
continuously maintained such relationship, since the date of grant of the Option
(or, in the case of a Grantee who on the date of grant was a "prospective
employee," since the date of first becoming an employee); provided that, the
Award Agreement may contain provisions extending the exercisability of Options
to a date not later than the expiration date of such Option.

                         (v) Maximum Number of Shares. Options may not be
granted hereunder to any one person in any ten-year period in an amount greater
than fifteen (15%) percent of the total number of shares of Stock originally
available for grant of Awards under this Plan (i.e. not more than 15% of
12,900,000 after giving effect to the stock split; and for purposes of
calculating this 15% figure, Options granted to any Grantee prior to July 23,
1996 shall be deemed to have been tripled).

                         (vi) Other Provisions. Options may be subject to such
other conditions including, but not limited to, restrictions on transferability
of the shares acquired upon exercise of such Options, as the Committee may
prescribe in its discretion.

                         (vii) Limitations on ISOs. No ISOs may be awarded under
this Plan after January 21, 2013. ISOs may be awarded only from 1,800,000 shares
of Stock reserved for issuance pursuant to this Plan after shareholder approval
of the amendment to the Plan in April 2003.

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                    (c) SARs and Limited SARs. The Committee is authorized to
grant SARs and Limited SARs to Grantees on the following terms and conditions:

                         (i) In General. Unless the Committee determines
otherwise, an SAR or a Limited SAR (1) granted in tandem with an NQSO may be
granted at the time of grant of the related NQSO or at any time thereafter or
(2) granted in tandem with an ISO may only be granted at the time of grant of
the related ISO. An SAR or Limited SAR granted in tandem with an Option shall be
exercisable only to the extent the underlying Option is exercisable.

                         (ii) SARs. An SAR shall confer on the Grantee a right
to receive with respect to each share subject thereto, upon exercise thereof,
the excess of (1) the Fair Market Value of one share of Stock on the date of
exercise over (2) the grant price of the SAR (which in the case of an SAR
granted in tandem with an Option shall be equal to the exercise price of the
underlying Option, and which in the case of any other SAR shall be such price as
the Committee may determine, but which may not be less than the fair market
value as of the date of grant).

                         (iii) Limited SARs. A Limited SAR shall confer on the
Grantee a right to receive with respect to each share subject thereto,
automatically upon the occurrence of a Change in Control, an amount equal to the
excess of (1) the Change in Control Price (or in the case of a Limited SAR
granted in tandem with an ISO, the Fair Market Value of one share on the date of
such Change in Control) over (2) the grant price of the Limited SAR (which in
the case of a Limited SAR granted in tandem with an Option shall be equal to the
exercise price of the underlying Option, and which in the case of any other
Limited SAR shall be such price as the Committee determines, but which may not
be less than the fair market value as of the date of grant).

                    (d) Restricted Stock. The Committee is authorized to grant
Restricted Stock (which may be designated as "performance stock") to Grantees on
the following terms and conditions:

                         (i) Issuance and Restrictions. Restricted Stock shall
be subject to such restrictions on transferability and other restrictions, if
any, as the Committee may impose at the date of grant or thereafter, which
restrictions may lapse separately or in combination at such times, under such
circumstances, in such installments, or otherwise, as the Committee may
determine. Except to the extent restricted under the Award Agreement relating to
the Restricted Stock, a Grantee granted Restricted Stock shall have all of the
rights of a stockholder including, without limitation, the right to vote
Restricted Stock and the right to receive dividends thereon.

                         (ii) Forfeiture. Upon termination of employment or
termination of the independent contractor relationship during the applicable
restriction period, Restricted Stock and any accrued but unpaid dividends or
Dividend Equivalents that are at that time subject to restrictions shall be
forfeited; provided that, the Committee 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 will be waived in whole or
in part in the event of terminations resulting from specified causes, and the
Committee may in other cases waive in whole or in part the forfeiture of
Restricted Stock.

                                                                              10

<PAGE>

                         (iii) Certificates for Stock. Restricted Stock granted
under the Plan may be evidenced in such manner as the Committee shall determine.
If certificates representing Restricted Stock are registered in the name of the
Grantee, such certificates shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Restricted Stock, and/or
the Company shall retain physical possession of the certificate.

                         (iv) Dividends. Dividends paid on Restricted Stock
shall be either paid at the dividend payment date, or deferred for payment to
such date as determined by the Committee, in cash or in shares of unrestricted
Stock having a Fair Market Value equal to the amount of such dividends. 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.

                         (v) Maximum Issuance. No more than an aggregate of
250,000 shares of Stock may be awarded under this Plan after February 1, 2003
under Sections 6(d), 6(e), 6(f) and 6(i) of this Plan.

                    (e) Restricted Stock Units. The Committee is authorized to
grant Restricted Stock Units to Grantees, subject to the following terms and
conditions:

                         (i) Award and Restrictions. Delivery of Stock or cash,
as determined by the Committee, will occur upon expiration of the deferral
period specified for Restricted Stock Units by the Committee. In addition,
Restricted Stock Units shall be subject to such restrictions as the Committee
may impose, at the date of grant or thereafter, which restrictions may lapse at
the expiration of the deferral period or at earlier or later specified times,
separately or in combination, in installments or otherwise, as the Committee may
determine.

                         (ii) Forfeiture. Upon termination of employment or
termination of the independent contractor relationship during the applicable
deferral period or portion thereof to which forfeiture conditions apply, or upon
failure to satisfy any other conditions precedent to the delivery of Stock or
cash to which such Restricted Stock Units relate, all Restricted Stock Units
that are then subject to deferral or restriction shall be forfeited; provided
that, the Committee 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 Units will be waived in whole
or in part in the event of termination resulting from specified causes, and the
Committee may in other cases waive in whole or in part the forfeiture of
Restricted Stock Units.

                         (iii) Maximum Issuance. No more than an aggregate of
250,000 shares of Stock may be awarded under this Plan after February 1, 2003
under Sections 6(d), 6(e), 6(f) and 6(i) of this Plan.


                    (f) Stock Awards in Lieu of Cash Awards. The Committee is
authorized to grant Stock as a bonus, or to grant other Awards, in lieu of
Company commitments to pay cash under other plans or compensatory arrangements.
Stock or Awards granted hereunder shall have such other terms as shall be
determined by the Committee. No more than an aggregate of 250,000 shares of
Stock may be awarded under this Plan after February 1, 2003 under Sections 6(d),
6(e), 6(f) and 6(i) of this Plan.

                                                                              11

<PAGE>

                    (g) Dividend Equivalents and Interest Equivalents. The
Committee is authorized to grant Dividend Equivalents and Interest Equivalents
to Grantees.

                         (i) The Committee may provide, at the date of grant or
thereafter, that Dividend Equivalents and/or Interest Equivalents shall be paid
or distributed when accrued or shall be deemed to have been reinvested in
additional Stock or deferred cash, as the case may be, or other investment
vehicles as the Committee may specify, provided that Dividend Equivalents or
Interest Equivalents (other than freestanding Dividend Equivalents or Interest
Equivalents) shall be subject to all conditions and restrictions of the
underlying Awards to which they relate.

                         (ii) Interest Equivalents shall be computed at a
market-based rate which, unless the Committee otherwise determines, shall be
compounded quarterly at an annual rate equal to the annual rate on the last day
of the calendar quarter of 10-year U.S. Treasury Notes plus 1% per annum.

                    (h) Deferred Stock Awards and Deferred Cash Awards. The
Committee is authorized to grant Deferred Stock Awards and Deferred Cash Awards,
including, but not limited to, Deferred Stock Awards in lieu of directors
retainer fees, subject to the following terms and conditions:

                         (i) The Committee shall establish, in the name of each
Grantee receiving a Deferred Stock Award, a Common Stock Account to which the
Deferred Stock Award, and any Dividend Equivalents thereon (unless paid
currently in the discretion of the Committee), will be credited. The Company
shall not be under any obligation to acquire the Stock to pay a Deferred Stock
Award (or Dividend Equivalent) at any time prior to the date on which such
payment shall be due. The Committee shall establish, in the name of each Grantee
receiving a Deferred Cash Award, a Deferred Cash Account to which the Deferred
Cash Award, and any Interest Equivalents thereon (unless paid currently in the
discretion of the Committee), will be credited.

                         (ii) The number of equivalent shares of Stock credited
to a Common Stock Account shall accrue Dividend Equivalents on such shares, as
if actual shares of Stock had been issued, from the date the Deferred Stock is
credited to the Common Stock Account to and including the date on which the
amount credited to the Common Stock Account is deemed to have been paid. Such
Dividend Equivalents will be credited to the Common Stock Account as additional
equivalent shares of Stock. In the case of a stock dividend, the number of
shares to be credited shall be the number of shares of stock that would have
been issued on the equivalent number of shares of Stock in the Common Stock
Account. In other cases, the number of equivalent shares (including fractional
shares) to be so credited will be determined by dividing the Dividend
Equivalents by the Fair Market Value of the Stock for the day on which the
related dividend is paid. If any dividend is paid on the Stock of the Company,
other than in cash or Stock, the Committee shall conclusively determine the Fair
Market Value in cash of such dividend.

                                                                              12

<PAGE>

                         (iii) The amount of Deferred Cash credited to a
Deferred Cash Account shall accrue Interest Equivalents from the date the
Deferred Cash is credited to the Deferred Cash Account to and including the date
on which the amount credited to the Deferred Cash Account is deemed to have been
paid. Such Interest Equivalents will be credited to the Deferred Cash Account as
additional cash which shall, in turn, accrue further Interest Equivalents.
Interest Equivalents will be credited, as of the last day of each calendar
quarter on the average daily balance of deferred cash in said account during
said quarter. If any Deferred Cash is disbursed to a Grantee or a Beneficiary on
a date other than the last day of a calendar quarter, Interest Equivalents
(properly prorated for the partial quarter) shall be credited on the Deferred
Cash so disbursed for the partial calendar quarter, but shall be computed based
on the interest rate in effect on the business day next preceding the date of
disbursement.

                         (iv) Payments from Common Stock and Deferred Cash
Accounts.

                              A(1). Except as provided below, for Awards granted
on or before December 31, 2004, payment of the total amount credited to a
Grantee's Common Stock Account or Deferred Cash Account, as the case may be,
shall be made to him, or, in case of his death prior to the commencement of
payments on account of such total amount, to his Beneficiary, at the Grantee's
election made in accordance with the last two sentences of this paragraph (i) in
sixty (60) quarterly installments or (ii) in five annual installments or (iii)
in a single lump sum, commencing the first day of the calendar quarter, or as
soon thereafter as practicable, following the date on which he ceases, by reason
of death or otherwise, to be an employee or a director. The amount of each
payment shall be the amount credited to such account multiplied by a factor, the
numerator of which is one (1) and the denominator of which is the number of
installments remaining to be paid. If the aggregate number of shares credited to
a Common Stock Account shall not be divisible into whole shares by the
applicable number of installments, each installment except the last shall
consist of the nearest number of whole shares into which such aggregate number
of shares shall be divisible by the applicable number of installments. The last
installment shall consist of the total amount of whole shares of remaining
Deferred Stock credited to such account and any fractional share shall be paid
in cash. The Secretary to the Committee shall solicit an installment election
from each recipient of a Deferred Stock Award or a Deferred Cash Award who is
not yet receiving distributions under this Section 6(h)(iv) by December 1, 2003.
Persons who receive their first Deferred Stock or Deferred Cash Award after that
date shall make an installment election within the thirty day period after they
first receive such an Award. Any recipient of such an Award may change his
installment election up until the twelve month period preceding the date of his
termination or retirement as an employee or director. Changes made during the
twelve month period preceding termination or retirement will be ignored.

                              A(2).



                                                                              13

<PAGE>

Except as provided below, for Awards granted on or after January 1, 2005,
payment of the total amount credited to a Grantee's Common Stock Account or
Deferred Cash Account, as the case may be, shall be made to him, or, in case of
his death prior to the commencement of payments on account of such total amount,
to his Beneficiary, at the Grantee's election made in accordance with the terms
of this paragraph (i) in a single lump sum payment, (ii) in five (5) annual
installments, (iii) in ten (10) annual installments and (iv) in fifteen (15)
annual installments, commencing the first day of the seventh (7th) calendar
month, or as soon thereafter as practicable, following the date on which he
ceases, by reason of death or otherwise, to be an employee or a director. The
amount of each payment shall be the amount credited to such account multiplied
by a factor, the numerator of which is one (1) and the denominator of which is
the number of installments remaining to be paid. If the aggregate number of
shares credited to a Common Stock Account shall not be divisible into whole
shares by the applicable number of installments, each installment except the
last shall consist of the nearest number of whole shares into which such
aggregate number of shares shall be divisible by the applicable number of
installments. The last installment shall consist of the total amount of whole
shares of remaining Deferred Stock credited to such account and any fractional
share shall be paid in cash. Persons who receive their first Deferred Stock or
Deferred Cash Award shall make a one time payment election prior to the receipt
of such Award and this payment election shall apply to all future Deferred Stock
and Cash Awards under the Plan. If the Grantee fails to make a payment election,
the respective Award will be paid in five (5) annual installments. Any recipient
of such an Award may change his payment election up until the day that is six
(6) months before the date of his termination or retirement as an employee or
director, provided however, any change in installment payment will result in the
commencement date of the payments being delayed for a period of five (5) years.
Any changes made during the six (6) month period preceding termination or
retirement will be ignored

                              B. In case of the death of an employee after the
commencement of payments to him in respect of his Common Stock Account or
Deferred Cash Account, as the case may be, the then remaining unpaid portion
thereof shall continue to be paid in installments, at such times and in such
manner as if he were living, to his Beneficiary.

                              C. For Awards granted on or before December 31,
2004, with respect to the total amount in a Common Stock Account or Deferred
Cash Account, as the case may be, or the then remaining unpaid portion thereof,
which shall be payable to any person who shall no longer be an employee of the
Company or one of its Subsidiaries or Affiliates or to the Beneficiary of any
such person, the Committee shall possess absolute discretion to accelerate the
time of payment of such total amount or remaining unpaid portion, in whole or in
part, as the case may be. In addition and for Awards granted on or before
December 31, 2004, the Committee shall possess absolute discretion to accelerate
to any extent such total amount or remaining unpaid portion, even while a person
remains an employee, if there occurs financial hardship or any other event which
the Committee deems, in its absolute discretion, to constitute an extraordinary
circumstance. As it relates to Awards granted on or after January 1, 2005, the
Committee shall possess absolute discretion to accelerate to any extent such
total amount or remaining unpaid portion, even while a person remains an
employee, only if there occurs an Unforeseeable Financial Emergency.

                         (v) By notice to the Committee at least 15 days in
advance of the commencement of any calendar period with respect to which
directors' retainer fees are paid, as long as the Committee approves such

                                                                              14

<PAGE>

election at its next regularly scheduled meeting, any Non-Employee Director of
the Company may elect to receive Deferred Stock Awards in lieu of retainer fees
for serving on the Board. The amount of each such Deferred Stock Award shall be
determined by dividing the amount of the fee that would have been paid but for
the election by such director to receive a Deferred Stock Award by the Fair
Market Value of a share of Stock on the last day of the period with respect to
which such retainer would have been paid and rounding the result to the nearest
whole share. Any election by a director pursuant to this provision shall remain
in place until the commencement of the annual retainer period after such
director gives notice to the Committee that he or she elects to receive future
retainer fees in cash.

                         (i) Other Stock- or Cash-Based Awards. The Committee is
authorized to grant to Grantees Other Stock-Based Awards or Other Cash-Based
Awards as an element of or supplement to any other Award under the Plan or in
addition to, or in lieu of, any other Award under the Plan, as deemed by the
Committee to be consistent with the purposes of the Plan. Such Awards may be
granted with value and payment contingent upon performance of the Company or any
other factors designated by the Committee, or valued by reference to the
performance of specified Subsidiaries or Affiliates. Without limiting the
generality of the foregoing, other Cash Based Awards may be granted as annual
bonus, as multi-year performance cash awards, or otherwise. The Committee shall
determine the terms and conditions of such Awards at the date of grant or
thereafter. No more than an aggregate of 250,000 shares of Stock may be awarded
under this Plan after February 1, 2003 under Sections 6(d), 6(e), 6(f) and 6(i)
of this Plan.


               6A.  Special Restrictions on Awards to Officers.

Subject to Sections 6A(h) and 6A(j), this Section 6A applies to all Awards to
"Officers"; provided that this Section 6A applies to Options, SARs and Limited
SARs only to the extent specifically stated in this Section. For purposes of
this Section 6A, an "Officer" is any employee who would be treated at the time
an Award is granted as an officer of the Company pursuant to the executive
compensation disclosure rules under the Exchange Act. Notwithstanding the
foregoing, the provisions of the Plan disregarded under Section 6A(a) below
shall be reinstated and fully applicable to all Awards granted to Officers
pursuant to this Section 6A to the extent that, as of the end of the calendar
year following the year in which the Award is granted, they are not "covered
employees" within the meaning of Section 162(m)(3) of the Code.

                         (a) Intent. Awards subject to this Section 6A are
intended to qualify as performance-based compensation as described in Section
162(m)(4)(C) of the Code and the regulations promulgated thereunder. This
Section 6A shall be interpreted consistently with such intent and any provisions
of the Plan inconsistent therewith shall not apply to any Awards subject to this
Section 6A. Without limiting the generality of the foregoing, the Committee
shall have no discretion to increase the value of any Awards subject to this
Section 6A. Notwithstanding the foregoing, Awards granted hereunder shall be
subject to such other provisions of the Plan (as modified by this Section 6A) as
may be determined by the Committee.

                         (b) Maximum Awards. The maximum Awards (other than
Options, SARs and Limited SARs) that may be granted to any Officer pursuant to
this Section 6A on account of any calendar year shall not exceed the greater of
(i) five hundred percent (500%) of the Officer's base salary for that year or

                                                                              15

<PAGE>

(ii) $5,000,000. Awards shall be considered to be on account of the calendar
year in which the relevant performance periods terminate. Awards granted
pursuant to Section 6A(h) shall not be taken into account in applying the
foregoing limit. The maximum number of shares of Stock subject to an Option, SAR
or Limited SAR that may be granted hereunder to an Officer during any ten-year
period is set forth in Section 6(b)(v).

                         (c) Designation of Performance Goals. The Committee
shall establish specific objective targets, schedules, thresholds or goals
("Performance Goals") for each Award subject to this Section 6A; provided that,
at the time of the grant of any Award, the achievement of the Performance Goal
shall be substantially uncertain. The Performance Goals designated by the
Committee shall be determined based upon one or more of the business criteria
set forth in Exhibit A hereto ("Performance Measures"). To the extent
applicable, the Committee may specify a Performance Measure in relation to total
Company performance or in relation to the performance of identifiable business
unit(s) of the Company. A Performance Goal may be expressed in any form as the
Committee may determine including, but not limited to: (1) percentage growth,
(2) absolute growth, (3) cumulative growth, (4) performance in relation to an
index, (5) performance in relation to peer company performance, (6) a designated
absolute amount and (7) per share of Stock outstanding. The Performance Goals so
established may exclude the effects of certain events or categories of events
specifically identified by the Committee. Nothing shall preclude the Committee
from designating different Performance Measures and Performance Goals for Awards
granted to different Officers in the same performance period.

                         (d) Determination of Awards. The Committee shall have
discretion to structure the types of Awards granted to Officers. Such Awards may
be either Awards having a performance period of one year or less (such as, for
example, an annual bonus plan providing for a cash or a Stock bonus) or Awards
which vest over longer periods (such as, for example, a Performance Stock Award
or Performance Cash Award which might vest after a period of two or more years).
No later than 90 days after the commencement of a performance period (but, in
any event, within the first 25% of such performance period, if earlier), the
Committee shall designate or approve as to the Awards relating to such period,
(i) the Officers who will be Grantees, if any, (ii) the types of Awards (which
will be selected from the types of Awards permitted under Section 6), (iii) the
Performance Measures applicable to each Award, (iv) if there is more than one
Performance Measure applicable to a single Award, the weighting, or other role,
of the Performance Measures in determining the Award, (v) the Performance Goals
and payout matrix or formula for each Performance Measure, (vi) the performance
period or periods, (vii) the target Award or Awards for each Grantee, (viii) the
extent to which, and the circumstances under which, the Award may pay out at
greater than, or less than, target levels, and (ix) to the extent required under
Code Section 162(m), the maximum dollar amount a Grantee may earn with respect
to a performance period.

                         (e) Payment of Awards. Subject to Section 7 of the Plan
("Change in Control Provisions"), an Award subject to this Section 6A shall vest
only to the extent that the applicable Performance Goal or Goals, if any, have
been attained. As a condition to the vesting of any Award, the Committee shall
first certify, by resolution of the Committee, that the applicable Performance
Goal or Goals have been attained and the other applicable Plan provisions have
been satisfied. Following the end of a performance period, the Committee shall
determine the amount of each Award that vests for each Grantee by:

                         (1) comparing actual performance for each Performance
                    Measure against the payout matrix approved for such period,

                                                                              16

<PAGE>
                         (2) multiplying the payout percentage from the payout
                    matrix for each Performance Measure by the appropriate
                    weighting factor, if applicable, and

                         (3) summing the applicable weighted payout percentages
                    and multiplying their overall payout percentage by the
                    Grantee's Award

Notwithstanding anything contained in this Plan to the contrary (but provided
that the right to do so is specifically retained in the applicable Award
Agreement), the Committee in its sole discretion may reduce any Award to any
Grantee to any amount, including zero, prior to the certification by resolution
of the Committee of the amount of such Award. The amount of an Award that vests
for a calendar year or other performance period shall be determined as soon as
practicable after such period and shall be paid no later than 75 days following
the end of such year or other period.

                         (f) Grants of Options and SARs. The Committee may grant
Options, SARs and Limited SARs the vesting of which is not contingent upon the
attainment of any Performance Goal or Goals. Except as provided in Section
6A(h), but subject to Section 6(b)(ii), the exercise or grant price, as
applicable, of each share of Stock subject to such Options, SARs and Limited
SARs shall not be less than the Fair Market Value of one share of Stock on the
date of grant.

                         (g) Deferred Payments. The Committee, in its
discretion, may elect to defer payment of any Award until such date before or
after retirement as a Grantee may request upon such terms and conditions as may
be approved or established by the Committee in its sole judgment. Such terms may
include the payment of Interest or Dividend Equivalents on deferred amounts. For
Awards granted on or after January 1, 2005, the deferral requested by the
Grantee must be made in compliance with the provisions of 409A of the Code.

                         (h) Non-Performance-Based Compensation. Notwithstanding
anything contained in this Section 6A, the Committee may grant Awards to
Officers that are not subject to this Section 6A. All Awards granted by the
Committee shall indicate whether or not they are subject to this Section 6A.

                         (i) Valuation. Whenever in this Section 6A there is a
reference to a maximum dollar value of a stock-based Award (including but not
limited to a Restricted Stock, Restricted Stock Unit, a Deferred Stock Award or
other Stock-Based Award), the dollar value is determined as of the date of the
grant of the Award and not as of the date of vesting. If one type of Award is
substituted for another (such as, for example, a Deferred Stock Award being
substituted for a Restricted Stock Award or for an Award of Restricted Stock
Units, where each Award is based upon the same number of shares of Common
Stock), the value of the substitute Award for this purpose is the same as the
Award for which it is substituted. Whenever in this Section 6A there is a
reference to a maximum dollar value of an Award, Dividend Equivalents and
Interest Equivalents (other than free-standing Dividend Equivalents and Interest
Equivalents) shall not be counted in determining such maximum amount.

                         (j) Grant-by-Grant Determination. The Committee may
grant Awards a portion of which satisfy the provisions of this Section 6A and a
portion of which do not. In such a case, the Award shall be deemed to be the
grant of two Awards, one subject to this Section 6A and the other granted
pursuant to Section 6A(h).

                                                                              17

<PAGE>

                         (k) Substitute Awards. The Committee may establish
procedures under which one Award is substituted for an equivalent Award of a
different type; such as a Deferred Stock Award being substituted for an Award of
an equivalent number of shares of Restricted Stock. Nothing contained in this
Section 6A requires the substitute Award to be subject to Performance Goals in
addition to the Performance Goals of the Award for which it was substituted.

               7.   Change in Control Provisions. In the event of a Change of
Control:


                    (a) any Award carrying a right to exercise that was not
previously exercisable and vested shall become fully exercisable and vested; and

                    (b) the restrictions, deferral limitations, payment
conditions, and forfeiture conditions applicable to any other Award granted
under the Plan shall lapse and such Awards shall be deemed fully vested, and any
performance conditions imposed with respect to Awards shall be deemed to be
fully achieved.

               8. Non-Employee Director Options. Notwithstanding any of the
other provisions of the Plan to the contrary, the provisions of this Section 8
shall apply only to grants of Options to Non-Employee Directors. Except as set
forth in this Section 8, the other provisions of the Plan shall apply to grants
of Options to Non-Employee Directors to the extent not inconsistent with this
Section.

                    (a) General. Non-Employee Directors shall receive NQSOs in
accordance with this Section 8 and may not be granted Stock Appreciation Rights
or Incentive Stock Options under this Plan. The purchase price per share of
Stock purchasable under Options granted to Non-Employee Directors shall be the
Fair Market Value of a Share on the date of grant. No Agreement with any
Non-Employee Director may alter the provisions of this Section and no Option
granted to a Non-Employee Director may be subject to a discretionary
acceleration of exercisability.

                    (b) Grants to New Non-Employee Directors. Each Non- Employee
Director who is elected to the Board, on or before January 1, 2006, for the
first time will, at the time such director is elected and duly qualified, be
granted automatically, without action by the Committee, an Option to purchase
(i) for Options granted prior to July 23, 1996, 1,500 shares of Stock and (ii)
for Options granted on or after July 23, 1996, 4,500 shares of stock.

                    (c) Grants to Continuing Directors. On the date of each
annual meeting of stockholders (in addition to any grant made under subsection
(b) of this Section on such date) prior to January 1, 2006, each continuing
Non-Employee Director will be granted automatically, without action by the
Committee, an Option to purchase (i) for Options granted prior to July 23, 1996,
1,500 shares of Stock and (ii) for Options granted on or after July 23, 1996,
4,500 shares of stock.

                    (d) Vesting. As it relates to Options granted on or before
January 1, 2006, each Option shall be exercisable as to 33-1/3 percent of the
Stock covered by the Option on the first anniversary of the date the Option is
granted and as to an additional 33-1/3 percent of the Stock covered by the
Option on each of the following two anniversaries of such date of grant;

                                                                              18

<PAGE>

provided, however, that each Option shall be immediately exercisable in full
upon a Change in Control. To the extent not exercised, installments shall
accumulate and be exercisable, in whole or in part, at any time after becoming
exercisable, but not later than the date the Option expires. Section 6(b) hereof
shall not apply to Options granted to Non-Employee Directors.


                    (e) Duration. Subject to the three clauses below, each
Option granted to a Non-Employee Director shall be for a term of 10 years. The
Committee may not provide for an extended exercise period beyond the periods set
forth in this Section 8(e).


                         (i) Options granted to any Non-Employee Director prior
to April 11, 2002 shall expire upon the cessation of such Non-Employee
Director's membership on the Board for any reason, except that, as to any
portion of such an Option which shall be exercisable upon the date of such
cessation, such Option may be exercised as to such portion until the earlier of
(i) three years from the date of such cessation of Board membership or (ii)
expiration of the term of such Option.

                         (ii) Except as set forth in Section 8(e)(iii) below,
Options granted to any Non-Employee Director on or after April 11, 2002 and
prior to January 1, 2006 shall expire upon the cessation of such Non-Employee
Director's membership on the Board for any reason, except that, as to any
portion of such an Option which shall be exercisable upon the date of such
cessation, such Option may be exercised as to such portion until the earlier of
(i) one year from the date of such cessation of Board membership or (ii)
expiration of the term of such Option.

                         (iii) Upon the cessation of a Non-Employee Director's
membership on the Board as a result of the Non-Employee Director's death or
disability or if such cessation occurs after the Non-Employee Director has
served on the Board for five years or more, Options granted to such Non-Employee
Director on or after April 11, 2002 and prior to January 1, 2006 and at least
eight months prior to such cessation shall be exercisable by such director (or
by any person who acquires the right to exercise such option as a result of such
director's death) until the earlier of (i) five years from the date of such
cessation of Board membership (subject to the installment vesting provisions of
Section 8(d) above) or (ii) expiration of the term of such Option, to the extent
of the total number of shares subject to the grant.

                    (f) Options Granted on or after January 1, 2006. All Options
granted on or after January 1, 2006, to non-Employee Directors shall be for such
amounts and subject to such terms as shall be determined by the Board or the
Committee, to the extent such authority is delegated to the Committee by the
Board.


               9. Non-Employee Director Restricted Stock. Notwithstanding any of
the other provisions of the Plan to the contrary, the provisions of this Section
9 shall apply only to grants of Restricted Stock to Non-Employee Directors
("Director's Restricted Stock"). Except as set forth in this Section 9, the
other provisions of the Plan shall apply to grants of Director's Restricted
Stock, to the extent not inconsistent with this Section.

                                                                              19

<PAGE>

               (a) General. Non-Employee Directors will receive Director's
Restricted Stock in accordance with this Section. No agreement with any
Non-Employee Director may alter the provisions of this Section and no Director's
Restricted Stock may be subject to a discretionary acceleration of vesting. Each
person who was a Non-Employee Director prior to the 1994 Annual Meeting of
Stockholders was granted 2,500 shares of Director's Restricted Stock (equivalent
to 7,500 shares on or after July 23, 1996).

               (b) Grants to New Non-Employee Directors. (i) Each Non-Employee
Director who, on or after the 1994 Annual Meeting of Stockholders and prior to
January 1, 2006, was elected to the Board for the first time, was, at the time
such Director was duly elected and qualified, granted automatically, without
action by the Committee, a number of shares of Director's Restricted Stock equal
to the lesser of (x) 2,500 shares (7,500 shares on or after July 23, 1996) or
(y) the nearest number of whole shares determined by multiplying 2,500 (7,500 on
or after July 23, 1996) by a fraction, the numerator of which is the initial
Fair Market Value of the Stock determined under the formula utilized for initial
grants of NQSQs to Non-Employee Directors in February 1994 (such initial Fair
Market Value being $15.375 per share or, on or after July 23, 1996, $5.125 per
share), and the denominator of which is the Fair Market Value of the Stock on
the date on which such Director is duly elected and qualified.

               (c) Grants to Non-Employee Directors on or after January1, 2006.
All grants of Restricted Stock after December 31, 2005 to non-Employee Directors
shall be for such amounts and subject to such terms as shall be determined by
the Board or the Committee, to the extent such authority is delegated to the
Committee by the Board.


               (d) Vesting. (i) For Awards granted on or before December 31,
2005, each Award of Director's Restricted Stock shall become non-forfeitable as
to twenty percent of the Stock covered by the Award on the first anniversary
date of the Award and as to an additional twenty percent of the Stock on each of
the following four anniversary dates of the Award; provided that each Award
shall be immediately non-forfeitable in full upon a Change in Control. If a
Non-Employee Director's service on the Board terminates prior to the Award
becoming entirely non-forfeitable, any portion of the Award which then remains
forfeitable shall revert to the Company, except that if the Non-Employee
Director's service terminates by reason of death or disability, any 20 percent
installment with respect to which such Non-Employee Director shall have begun
(but not completed) the requisite annual service shall become, as to such
installment, also entirely nonforfeitable. As used in the prior sentence, a
"disability" shall exist if, because of sickness or injury, the ability of the
Non-Employee Director to perform the duties of a member of the Board of
Directors becomes significantly impaired.

          (ii) A Non-Employee Director may, on or prior to December 31, 1995 (or
in the case of a Non-Employee Director who first becomes a Director after
December 31, 1995, within thirty days after becoming a Director), as to his
forfeitable shares of Director's Restricted Stock elect that such shares shall
become nonforfeitable on January 1 following the year in which he attains his
70th birthday, but not earlier than the date upon which such shares become
nonforfeitable under subparagraph (i) of this paragraph (d) or later than the
date of a Change in Control. During such additional period, if any, that such
shares are forfeitable under this subparagraph (ii), the shares shall be
forfeited if such Non-Employee Director resigns from the Board of Directors or
refuses to stand for re-election to the Board of Directors, unless:

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<PAGE>

          A.   Such resignation or refusal results from the disability (as
defined in subparagraph (i) above) or death of the Non-Employee Director; or

          B.   Such Non-Employee Director furnishes to the Board of Directors an
opinion of counsel, reasonably satisfactory to a majority of the remaining
members, to the effect that continued membership on the Board will result in
such Non-Employee Director having a conflict of interest or suffering some other
significant legal liability; or

          C.   Such resignation or refusal is approved or requested by a
majority of the remaining members of the Board of Directors or by stockholders
owning a majority of the voting stock of the Company.

          During such additional period, if any, that such shares are
forfeitable under this subparagraph (ii), if there occurs an event described in
clause A., B. or C. of this subparagraph, the shares shall become nonforfeitable
on the date that the Non-Employee Director ceases to be a member of the Board of
Directors.

          Any such election to defer vesting shall be made in writing addressed
to the Secretary of the Committee, and shall be irrevocable when received.

               (e) Dividends; Voting. Except as set forth in this Section 9, a
Director granted Director's Restricted Stock shall have all of the rights of a
stockholder including, without limitation, the right to vote Restricted Stock
and the right to receive dividends thereon.

               (f) The Director's Restricted Stock shall be subject to the
following provisions prior to becoming non-forfeitable:

                    (i) The Stock may not be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of; and neither the right to receive
Stock nor any interest therein under the Plan may be assigned, and any attempted
assignment shall be void.

                    (ii) The Stock certificates shall, at the option of the
Company, either (x) be held by the Company together with stock powers endorsed
by the Director in blank or (y) bear an appropriate restrictive legend and be
subject to appropriate "stop transfer" orders or (z) both.

                    (iii) Any additional Stock or other securities or property
(other than cash dividends) that may be issued with respect to Director's Stock
as a result of any stock dividend, stock split, reorganization,
recapitalization, merger, consolidation, split-up, combination of shares or
other event, shall be subject to the restrictions and other terms and conditions
of the Plan.

               10.  General Provisions.

               (a) Compliance with Local and Exchange Requirements. The Plan,
the granting and exercising of Awards, and the other obligations of the Company
under the Plan and any Award Agreement, promissory note or other agreement shall
be subject to all applicable federal, state and foreign laws, rules and
regulations, and to such approvals by any regulatory or governmental agency as
may be required. The Company, in its discretion, may postpone the issuance or

                                                                              21

<PAGE>

delivery of Stock under any Award until completion of such stock exchange
listing or registration or qualification of such Stock or other required action
under any state, federal or foreign law, rule or regulation as the Company may
consider appropriate, and may require any Grantee to make such representations
and furnish such information as it may consider appropriate in connection with
the issuance or delivery of Stock in compliance with applicable laws, rules and
regulations.

               (b) Nontransferability. Except as may be specifically provided to
the contrary in any Award Agreement, Awards shall not be transferable by a
Grantee except by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined under the Code or Title I of the
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder, and shall be exercisable during the lifetime of a Grantee only by
such Grantee or his guardian or legal representative.

               (c) No Right to Continued Employment, etc.. Nothing in the Plan
or in any Award granted or any Award Agreement, or other agreement entered into
pursuant hereto shall confer upon any Grantee the right to continue in the
employ of or to continue as an independent contractor, or director of the
Company, any subsidiary or any Affiliate or to be entitled to any remuneration
or benefits not set forth in the Plan or such Award Agreement, or other
agreement or to interfere with or limit in any way the right of the Company or
any such Subsidiary or Affiliate or the stockholders to terminate such Grantee's
employment, directorship or independent contractor relationship.

               (d) Taxes. The Company or any Subsidiary or Affiliate 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 other payment to
a Grantee, amounts of withholding and other taxes due in connection with any
transaction involving an Award, and to take such other actions as the Committee
may deem advisable to enable the Company and Grantees 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
Grantee's tax obligations.

               (e) Amendment and Termination of the Plan. The Board may at any
time and from time to time alter, amend, suspend, or terminate the Plan in whole
or in part; provided that, without stockholder approval, no amendment shall be
made (i) to change Section 4 of the Plan which defines the persons eligible to
receive Awards, (ii) to increase the number of shares available for issuance
pursuant to the Plan (other than pursuant to the anti-dilution provisions set
forth in Section 5 of the Plan), (iii) to increase the number of shares issuable
under Sections 6(d), 6(e), 6(f) and 6(i) of the Plan, (iv) to change the
provisions limiting repricing of options in Section 6(b)(ii) of the Plan, (v) to
extend the 10 year maximum term of Options issued under the Plan set forth in
Section 6(b)(iii) of the Plan, (vi) to create additional kinds of awards under
the Plan not already contemplated by the Plan or (vii) to change this Section
10(e). Additionally, no amendment shall affect adversely any of the rights of
any Grantee, without such Grantee's consent, under any Award theretofore granted
under the Plan. Nothing in this Section 10(e) shall limit the provisions of
Section 10(i) of the Plan.

               (f) No Rights to Awards; No Stockholder Rights. No Grantee shall
have any claim to be granted any Award under the Plan, and there is no

                                                                              22

<PAGE>

obligation for uniformity of treatment of Grantees. Except as provided
specifically herein, a Grantee or a transferee of an Award shall have no rights
as a stockholder with respect to any shares covered by the Award until the date
of the issuance of a stock certificate to him for such shares.

               (g) Unfunded Status of Awards. The Plan is intended to constitute
an "unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Grantee pursuant to an Award, nothing contained in
the Plan or any Award shall give any such Grantee any rights that are greater
than those of a general creditor of the Company.

               (h) No Fractional Shares. No fractional shares of Stock shall be
issued or delivered pursuant to the Plan or any Award. The Committee 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.

               (i) Not Exclusive. The Awards granted under this Plan are not
intended to be exclusive and, accordingly, the Board may adopt, or permit the
adoption of, other compensation and/or benefit plans or arrangements of any type
whatsoever, including but not limited to plans or arrangements that provide for
compensation in the same form as, or in form similar or dissimilar to, types of
compensation available under this Plan.

               (j) Governing Law. The Plan and all determinations made and
actions taken pursuant hereto shall be governed by the laws of the State of
Delaware without giving effect to the conflict of laws principles thereof.

               (k) Effective Date; Plan Termination. The Plan has been approved
by stockholders. Amendments to the Plan effected at the January 21, 2003 meeting
of the Board shall take effect upon their adoption by the Board (the "Effective
Date"), but the amendments to this Plan (and any Awards made on or after such
date and prior to the stockholder approval mentioned herein), shall be subject
to the approval of such amendments by a majority of the votes cast on the
proposal seeking such approval, provided that the total vote cast on the
proposal represents over 50% in interest of all securities entitled to vote on
the proposal, which approval must occur within twelve months of the Effective
Date; provided that Awards which could have been made under the Plan as
previously in effect shall not be affected by the lack of stockholder approval
of the amendments. In the absence of such approval, except as so provided above,
such Awards shall be null and void.



                                                                              23

<PAGE>

                EXHIBIT A TO 1993 STOCK AWARD AND INCENTIVE PLAN,
                           AS AMENDED JANUARY 27, 1997
                              PERFORMANCE MEASURES

     (i) "Cash Flow" shall mean the consolidated increase (reduced by any
decrease) in cash, cash equivalents and related marketable securities of the
Company, as set forth in the Company's audited financial statements for a year
or other period, adjusted to offset the effects of financing activity, cash
dividends to common stockholders and purchases of treasury stock.

     (ii) "Debt to Capital Ratio" shall mean Debt divided by Capital. "Debt"
shall mean the sum of short term debt, the current portion of long term debt and
long term debt, all as reported in or determined from a balance sheet at the end
of a year or other period. "Capital" shall mean the sum of (i) short term debt,
(ii) long term debt, (iii) current portion of long term debt, (iv) total
minority interest and (v) stockholders' equity, all as reported in or determined
from a balance sheet at the end of a year or other period.

     (iii) "EBIT" shall mean, (i) in the case of the Company, the consolidated
earnings before interest and taxes of the Company as set forth in Company's
audited financial statements for such year or other period or (ii) in the case
of a business unit of the Company, the earnings before interest and taxes of
such business unit, for such year or other period, determined on a basis
consistent with the accounting principles used in determining EBIT in the
Company's audited financial statements.

     (iv) "EPS" shall mean the consolidated fully-diluted earnings per share of
the Company, as set forth in the Company's audited financial statements for such
year or other period.

     (v) "EVA" shall mean economic value added, calculated as NOPAT less a
capital charge as follows: the weighted average cost per dollar of Capital for
the year or other period times the amount of Capital invested. "NOPAT" shall
mean net Operating Profit after tax plus equity in net earnings of associated
companies, as set forth in the Company's financial statements for such year or
other period.

     (vi) "Market Value" shall mean the Fair Market Value of a share of Stock,
as determined under clause (i), (ii) or (iii) as applicable, of the second
sentence of Section 2(q) of the Plan.

     (vii) "Net Earnings" shall mean the consolidated net earnings available to
common stockholders, as set forth in the Company's financial statements for such
year or other period.

     (viii) "Operating Profit" shall mean operating profit before any special
charges or gains as reported in a statement of income or statement of operations
for a year or other period.

     (ix) "Return on Capital" shall mean NOPAT divided by average Capital for
the year or other period.

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<PAGE>

     (x) "Return on Equity" shall mean either Net Earnings or Cash Flow, as
designated by the Committee, divided by average Stockholders' Equity for the
year or other period.

     (xi) "RONA" shall mean the return on net assets for a year or other period,
which is calculated as (i) Net Earnings minus financing charges divided by (ii)
net assets. Net assets means total assets minus nonfinancial liabilities.

     (xii) "Sales" shall mean net sales as reported in a statement of income or
statement of operations for a year or other period.

     (xiii) "SG & A" shall mean selling, general and administrative costs as
reported in a statement of income or statement of operations for a year or other
period.

     (xiv) "Tax Rate" shall mean the Company's effective tax rate, as set forth
in the Company's audited financial statements for such year or other period.

     (xv) "Total Return" shall mean the percent increase over a year or other
period in the value of an investor's holdings in the Company's Stock assuming
reinvestment of dividends.

In computing the foregoing Performance Measure with respect to any Award, there
shall be disregarded the impact of any accounting change mandated by Generally
Accepted Accounting Principles which becomes mandated and is implemented after
the related Performance Goal is established.





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