EXHIBIT 10.4


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                         JONES LANG LASALLE INCORPORATED
               AMENDED AND RESTATED STOCK AWARD AND INCENTIVE PLAN

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                                  ------------

                                FEBRUARY 23, 2006


<PAGE>
                         JONES LANG LASALLE INCORPORATED
               AMENDED AND RESTATED STOCK AWARD AND INCENTIVE PLAN

                                TABLE OF CONTENTS

                                                                           PAGE


1.   Purpose; Types of Awards; Construction . . . . . . . . . . . . . .      1

2.   Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . .      2

3.   Administration . . . . . . . . . . . . . . . . . . . . . . . . . .      5

4.   Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . . .      6

5.   Stock Subject to the Plan. . . . . . . . . . . . . . . . . . . . .      6

6.   Specific Terms of Awards . . . . . . . . . . . . . . . . . . . . .      7

7.   Change in Control Provisions . . . . . . . . . . . . . . . . . . .     11

8.   Loan Provisions. . . . . . . . . . . . . . . . . . . . . . . . . .     12

9.   Special Non-Employee Director Awards . . . . . . . . . . . . . . .     12

10.  General Provisions . . . . . . . . . . . . . . . . . . . . . . . .     14


                                       -i-
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                         JONES LANG LASALLE INCORPORATED
               AMENDED AND RESTATED STOCK AWARD AND INCENTIVE PLAN


     Jones  Lang LaSalle Incorporated (the "Company") has previously established
a  1997  Stock  Award  and  Incentive  Plan,  as  amended  (the "Stock Award and
Incentive  Plan"),  and  a  Stock  Compensation  Program, as amended (the "Stock
Compensation  Program").  The  Stock  Award  and  Incentive  Plan  and the Stock
Compensation  Program are referred to herein collectively as the "Former Plans."
Each of the Former Plans has been authorized by the Company's Board of Directors
and  approved  by  the  Company's  shareholders.

     In order to facilitate the efficient administration of the Former Plans and
the  awards  granted thereunder, the Company's Board of Directors has authorized
the  amendment  and  restatement of each of the Former Plans in order to combine
the  Former  Plans  into a single plan.  The Former Plans, as so combined and as
subsequently  amended  and  restated  most  recently as of the effective date of
February  23,  2006,  are  referred  to  herein  as  the  "Plan."

     The  Plan shall continue to supersede and replace the Former Plans in their
entirety,  except  that the adoption of the Plan shall not be deemed to amend or
modify the terms or conditions of any award granted or election made pursuant to
the  Former  Plans  prior to the effective date of the Plan.  All awards granted
and  elections  made pursuant to the Former Plans prior to the effective date of
the  Plan  shall  remain in full force and effect in accordance with their terms
and  shall  be  administered  in accordance with the terms and conditions of the
Plan.

     1.   Purpose; Types of Awards; Construction.
          ---------------------------------------

          The  purpose  of  the  Plan  is  to  afford  an incentive to directors
(including  non-employee  directors),  selected  employees  and  independent
contractors  of  the Company, 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 directors, employees 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  in the interest of its shareholders.
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,  dividend  equivalents,  performance  shares and other
stock-or-cash-based awards.  Section 9 of the Plan contains provisions governing
certain special grants of Options to non-employee directors of the Company.  The
Plan  also  provides  the  authority  to make loans to purchase shares of common
stock  of  the  Company,  provided that such loans do not violate any applicable
law, rule or regulation. The Plan is designed to comply with the requirements of
Regulation  G  (12  C.F.R. Sec. 207) regarding the purchase of shares on margin,
the  requirements  for  "performance-based compensation" under Section 162(m) of
the Code and the conditions for exemption from short-swing profit recovery rules
under  Rule  16b-3  of  the  Exchange  Act, and shall be interpreted in a manner
consistent  with  the  requirements  thereof.


                                        1
<PAGE>
          The  terms and conditions of the Plan (exclusive of those set forth in
the  Stock  Compensation  Program)  shall  govern (i) all grants and awards made
prior to the effective date of the Plan under the Stock Award and Incentive Plan
and  (ii) all Awards made pursuant to the Plan from and after the effective date
of  the  Plan.  The  terms and conditions of all grants and awards made prior to
the effective date of the Plan under the Stock Compensation Program shall govern
such grants and awards, except that from and after such date the Committee under
the  Plan  shall be responsible for the administration and interpretation of all
such grants and awards as provided in the Plan.  New grants and awards shall not
be  made  pursuant to the Stock Compensation Program after the effective date of
the  Plan.

     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  or  a Loan, (i) the Company, directly or indirectly, owns at least 20% of
the  combined  voting power of all classes 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, Dividend Equivalent, Performance Share
or  Other  Stock-Based  Award  or Other Cash-Based Award granted under the Plan.

          (c)     "Award  Agreement"  means  any written agreement, contract, or
other  instrument  or  document  evidencing  an  Award.

          (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" 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 Section 3(a)(9) of
the  Exchange  Act,  as  modified  and used in Sections 13(d) and 14(d) thereof,
except  that  such  term  shall  not  include  (A)  the  Company  or  any of its
subsidiaries,  (B)  any  trustee  or other fiduciary holding securities under an
employee  benefit  plan  of  the  Company  or  any  of  its  affiliates,  (C) an
underwriter  temporarily  holding  securities  pursuant  to  an offering of such
securities,  (D)  any  corporation  owned,  directly  or  indirectly,  by  the
shareholders  of  the  Company  in  substantially  the same proportions as their
ownership  of  Stock,  or (E) any person or group as used in Rule 13d-1(b) under
the Exchange Act, is or becomes the Beneficial Owner, as such term is defined in
Rule  13d-3 under the Exchange Act, directly or indirectly, of securities of the
Company  (not  including  the  securities  beneficially owned by such Person any
securities  acquired  directly  from the Company or its affiliates other than in
connection  with the acquisition by the Company or its affiliates of a business)
representing  50%  or  more  of  the combined voting power of the Company's then
outstanding  securities;


                                        2
<PAGE>
               (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)  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) or (B) other than a director whose initial
assumption  of  office  is  in  connection with an actual or threatened election
contest,  including  but  not limited to a consent solicitation, relating to the
election  of directors of the Company) whose election by the Board or nomination
for  election  by  the Company's shareholders 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;

               (iii)     there  is  consummated a merger or consolidation of the
Company  or  any  direct  or  indirect  subsidiary 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  entity  or  any parent thereof) in
combination  with  the  ownership  of  any  trustee  or  other fiduciary holding
securities  under  an  employee benefit plan of the Company or any subsidiary of
the  Company, at least 75% of the combined voting power of the securities of the
Company  or  such surviving entity or any parent thereof outstanding immediately
after such merger or consolidation, or (B) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which no
person  (as  defined  above)  is  or  becomes  the beneficial owner, directly or
indirectly,  of  securities  of  the  Company  (not  including in the securities
beneficially  owned  by  such  person  any securities acquired directly from the
Company  or  its affiliates other than in connection with the acquisition by the
Company  or  its  affiliates  of  a  business)  representing  25% or more of the
combined  voting  power  of  the  Company's  then  outstanding  securities;  or

               (iv)     the  shareholders  of  the  Company  approve  a  plan of
complete  liquidation  or  dissolution of the Company or there is consummated 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) other than
a  sale  or  disposition  by  the  Company  of  all  or substantially all of the
Company's  assets to an entity, at least 75% of the combined voting power of the
voting  securities  of  which  are  owned  by  shareholders  of  the  Company in
substantially the same proportions as their ownership of the Company immediately
prior  to  such  sale.

          (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.


                                        3
<PAGE>
          (i)     "Committee"  means  the  Board or the committee established by
the  Board  to  administer  the  Plan.

          (j)     "Company" means Jones Lang LaSalle Incorporated, a corporation
organized under the laws of the State of Maryland, or any successor corporation.

          (k)     "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.

          (l)     "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.

          (m)     "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 from time to time by the
Committee.  Unless  otherwise determined by the Committee in good faith, 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 (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.

          (n)     "Grantee"  means  a  person who, as an employee or independent
contractor  of  the  Company,  a Subsidiary or an Affiliate, has been granted an
Award  or  Loan  under  the  Plan.

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

          (p)     "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.

          (q)     "Loan"  means the proceeds from the Company borrowed by a Plan
participant  under  Section  8  of  the  Plan.

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

          (s)     "Option"  means  a  right,  granted to a Grantee under Section
6(b) and Section 9, to purchase shares of Stock.  An Option may be either an ISO
or an NQSO, provided that, ISO's may be granted only to employees of the Company
            -------- ----
or  a  Subsidiary.


                                        4
<PAGE>
          (t)     "Other  Cash-Based Award" means cash award under Section 6(h),
including  cash  awarded  as  a  bonus  or  upon  the  attainment  of  specified
performance  criteria  or  otherwise  as  permitted  under  the  Plan.

          (u)     "Other  Stock-Based  Award"  means  a  right or other interest
granted  to  Grantee  under  Section 6(h) 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.

          (v)     "Performance  Share"  means  an  Award of shares of Stock to a
Grantee  under  Section  6(h)  that  is  subject  to restrictions based upon the
attainment  of  specified  performance  criteria.

          (w)     "Plan"  means  this  Amended  and  Restated  Stock  Award  and
Incentive  Plan,  as  amended  from  time  to  time.

          (x)     "Restricted  Stock"  means  an  Award  of shares of Stock to a
Grantee  under Section 6(d) that may be subject to certain restrictions and to a
risk  of  forfeiture.

          (y)     "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.

          (z)     "Retirement"  shall  have  the  meaning  given to that term in
Section  10(k)  of  this  Plan.

          (aa)     "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.

          (bb)     "Stock" means of the common stock, par value $0.01 per share,
of  the  Company.

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

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


                                        5
<PAGE>
     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, 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  and make Loans; to determine the
persons to whom and the time or times at which Awards shall be granted and Loans
shall  be made; to determine the type and number of Awards to be granted and the
amount  of  any Loan, the number of shares of Stock to which an Award may relate
and the terms, conditions, restrictions and performance criteria relating to any
Award  or  Loan;  and  to  determine  whether,  to  what  extent, and under what
circumstances  an  Award  may  be  settled,  cancelled, forfeited, exchanged, or
surrendered;  to  make  adjustments  in  the  terms  and  conditions of, and the
criteria  and  performance  objectives (if any) included in, Awards and Loans 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 or Loan; to prescribe, amend and rescind rules
and  regulations  relating to the Plan; to determine the terms and provisions of
the  Award  Agreements  and any promissory note or agreement related to any Loan
(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 chairperson 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.  The
Committee  may  delegate  to one or more of its members or to one or more agents
such  administrative  duties  as it may deem advisable, and the Committee or any
person  to  whom  it  has  delegated  duties as aforesaid may employ one or more
persons  to  render  advice  with respect to any responsibility the Committee or
such  person  may  have  under  the  Plan.  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.

          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  or  Loan  made  hereunder.

     4.   Eligibility.
          ------------

          Subject  to  the  conditions set forth below, Awards may be granted to
directors (including non-employee directors), selected employees and independent
contractors  of  the  Company  and  its  present  or  future  Subsidiaries  and
Affiliates,  in  the  discretion  of the Committee, and Loans may be made to any
eligible  person,  except  as  may  be  prohibited  by  applicable law, rule, or
regulation, in each case in the discretion of the Committee.  In determining the
persons  to  whom Awards and Loans shall be granted and the type of any Award or
the  amount  of  any  Loan (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.


                                        6
<PAGE>
     5.   Stock Subject to the Plan.
          --------------------------

          The maximum number of shares of Stock reserved for the grant of Awards
under  the  Plan  shall  be 12,110,000 shares of Stock, subject to adjustment as
provided  herein.  No  more  than 75,000 of the total shares available for grant
may  be  awarded  to  a single individual in a single year.  Such shares 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,
cancelled,  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, such dividends
and Dividend Equivalents are also forfeited, exchanged or surrendered.  Upon the
exercise  of  any  Award granted in tandem with any other Awards or Awards, such
related  Awards  or  Awards  shall  be  cancelled 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,  spin-off,  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.

     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.


                                        7
<PAGE>
          (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.

               (ii)     Exercise  Price.  The  exercise price per share of Stock
                        ---------------
purchasable under an Option shall be determined by the Committee; provided that,
                                                                  -------- ----
in  the  case  of  an  ISO,  such exercise price shall be not less than the Fair
Market  Value  of  a  share on the date of grant of such Option, and in no event
shall the exercise price for the purchase of shares be less than par value.  The
exercise  price  for  Stock  subject  to  an Option may be paid in cash or 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  withheld  by  the Company or sold by a broker-dealer
under  circumstances  meeting  the  requirements  of  12  C.F.R. Sec. 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.  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 accelerated 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;  provided that, the Award Agreement may contain provisions extending the
         -------- ----
exercisability of Options, in the event of specified terminations, to a date not
later  than  the  expiration  date  of  such  Option.

               (v)     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  or  as  may  be  required  by  applicable  law.


                                        8
<PAGE>
          (c)     SARs  and  Limited SARs.  The Committee is authorized to grant
                  -----------------------
both  stand-alone  and  in-tandem  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  an  amount  with  respect  to each share subject thereto, upon exercise
thereof,  equal to 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).

               (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 in
value  to  the  excess of (1) the Change in Control Price (in the case of a LSAR
granted  in tandem with an ISO, the Fair Market Value), of one share of Stock 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); provided
                                                                        --------
that,  in  the  case of a Limited SAR granted to a Grantee who is subject to the
----
reporting  requirements  of  Section  16(a)  of  the Exchange Act (a "Section 16
Individual"),  such Section 16 Individual shall only be entitled to receive such
amount  if  such Limited SAR has been outstanding for at least six (6) months as
of  the  date  of  the  Change  in  Control.

          (d)     Restricted  Stock.  The  Committee  is  authorized  to  grant
                  -----------------
Restricted  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.  Such  restrictions  may  include factors relating to the increase in
the  value  of  the  Stock  or  to individual or Company performance such as the
attainment  of  certain  specified  individual,  divisional  or  Company-wide
performance  goals,  sales  volume increases or decreases in earnings per share.
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.


                                        9
<PAGE>
               (ii)     Forfeiture.  Upon  termination  of  employment  with  or
                        ----------
service  to  the  Company,  or  upon  termination  of the independent contractor
relationship,  as  the  case  may  be, 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.

               (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 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.

          (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.  Such  restrictions  may  include factors relating to the increase in
the  value  of  the  Stock  or  to individual or Company performance such as the
attainment  of  certain  specified  individual,  divisional  or  Company-wide
performance  goals,  sales  volume increases or increases in earnings per share.

               (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.


                                       10
<PAGE>
          (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.

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

          (h)     Performance Shares and Other Stock- or Cash-Based Awards.  The
                  --------------------------------------------------------
Committee  is  authorized  to  grant to Grantees Performance Shares and/or Other
Stock-Based  Awards or Other Cash-Based Awards as an element of or supplement to
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.

          The  Committee shall determine the terms and conditions of such Awards
at  the date of grant or, to the extent permitted by Section 162(m) of the Code,
thereafter;  provided  that  performance  objectives  for  each  year  shall  be
             --------  ----
established  by  the  Committee not later than the latest date permissible under
Section  162(m)  of  the  Code.  Such performance objectives may be expressed in
terms of one or more financial or other objective goals.  Financial goals may be
expressed,  for  example,  in  terms  of sales, earnings per share, stock price,
return on equity, net earnings growth, net earnings, related return ratios, cash
flow,  earnings  before interest, taxes, depreciation and amortization (EBITDA),
return on assets or total stockholder return.  Other objective goals may include
the  attainment  of  various  productivity  and  long-term  growth  objectives,
including,  without  limitation  reductions  in the Company's overhead ratio and
expense  to  sales ratios.  Any criteria may be measured in absolute terms or as
compared  to another corporation or corporations.  To the extent applicable, any
such  performance  objective  shall  be  determined  (i)  in accordance with the
Company's  audited  financial  statements  and  generally  accepted  accounting
principles and reported upon by the Company's independent accountants or (ii) so
that  a  third  party  having  knowledge  of  the relevant facts could determine
whether such performance objective is met.  Performance objectives shall include
a  threshold  level  of  performance below which no award payment shall be made,
levels  of  performance above which specified percentages of target Awards shall
be  paid,  and  a  maximum  level of performance above which no additional Award
shall  be paid.  Performance objectives established by the Committee may be (but
need  not  be)  different from year-to-year and different performance objectives
may  be  applicable  to  different  Grantees.

     7.   Change in Control Provisions.
          ------------------------------

          The  following  provisions  shall  apply  in  the event of a Change of
Control  unless otherwise determined by the Committee or the Board in writing at
or  after  the  grant of an Award, but prior to the occurrence of such Change in
Control:


                                       11
<PAGE>
          (a)     any Award carrying a right to exercise that was not previously
exercisable  and  vested  shall  become  fully  exercisable  and  vested;

          (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;
and

          (c)     the  value  of  all  outstanding  Awards  shall, to the extent
determined  by the Committee at or after grant, be cased out on the basis of the
Change  of  Control  Price  as  of the date the Change of Control occurs or such
other  date  as  the  Committee  may  determine  prior  the  Change  of Control.

     8.   Loan Provisions
          ---------------

          Subject  to  the provisions of the Plan and all applicable federal and
state  laws,  rules  and regulations (including the requirements of Regulation G
(12  C.F.R.  Sec.  207))  and the rules and regulations of any stock exchange on
which  Stock  is listed, the Committee shall have the authority to make Loans to
Grantees  (on  such  terms  and conditions as the Committee shall determine), to
enable  such  Grantees  to purchase shares in connection with the realization of
Awards  under  the  Plan.  Loans shall be evidenced b a promissory note or other
agreement,  signed by the borrower, which shall contain provisions for repayment
and  such  other  terms  and  conditions  as  the  Committee  shall  determine.

     9.   Special Non-Employee Director Awards.
          -------------------------------------

          (a)     Restricted Stock and Restricted Stock Units
                  -------------------------------------------

               (i)     Annual  Grants.  In  addition  to any other Award granted
                       --------------
hereunder, as of the 2004 Annual Meeting of Shareholders, non-employee directors
of  the  Company will be granted the Restricted Stock Units described in clauses
(I)  and  (II) of this Section 9(a)(i) (the "Automatic Restricted Stock Units").
The  grants  will  be  valued using the closing price of a share of Stock on the
first  business  day following each annual meeting of shareholders and will vest
20%  each  year  over  five  (5)  years:

                    (I)     Each  non-employee  director (a "New Director") who,
is  elected  to the Board for the first time, will at the time such non-employee
director is elected and duly qualified, be granted automatically, without action
by  the  Committee,  Restricted Stock Units with a value of, effective as of and
after  February  23,  2006,  $75,000.00.

                    (II)     On  the  first  business  day following each annual
meeting  of shareholders, each non-employee director (other than a New Director)
who  is  continuing  service  as  a  member  of  the  Board,  will  be  granted
automatically,  without  action  by the Committee, Restricted Stock Units with a
value  of,  effective  as  of  and  after  February  23,  2006,  $75,000.00.

               (ii)     In  lieu  of  Annual  Retainer.  For  the  calendar year
                        ------------------------------
beginning  January 1, 2003, non-employee directors may elect to receive, in lieu
of  any or all of their annual retainer for a calendar year, Restricted Stock in
increments  of  5%  (i.e.,  5%,  10%,  15%,  etc.)  as  follows:


                                       12
<PAGE>
                    (I)     Non-employee  directors  can  elect to receive their
Restricted  Stock  either:

                            i.     during  the  calendar  year  in  which  the
                                   annual retainer is to be earned, in quarterly
                                   installments  equal  to  the  percent  of the
                                   annual  retainer  elected  to  be received in
                                   Restricted Stock, divided by four, divided by
                                   the  price per share of Stock on the last day
                                   of  each  quarter,  prorated  for any partial
                                   calendar  year or quarter (for administrative
                                   purposes,  shares  may  not  actually  be
                                   distributed  until  after the end of the year
                                   in  which the annual retainer was earned), or

                            ii.    on a deferred  basis:

                            a.  until they  retire  from  the  Board,

                            b.  ten (10)  years  from  the  date  they retire
                                from  the  Board,

                            c.  for a period  of  not  less  than  1 year and
                                not  more  than  10 years, in increments of 1
                                year,  or

                            d.  until they  retire  from  their  primary
                                employment.

                    (II)     Any  election to defer Stock shall be made prior to
the  year  in  which  the  annual retainer subject to deferral shall be paid and
shall  be  irrevocable.  Any newly elected non-employee director shall have five
(5)  days  from  the  date  of their election to the Board to elect to defer any
percentage  hereunder.  An election shall continue in effect until revoked.  Any
Stock  for which receipt is deferred shall be matched by the Company by a number
of  shares  equal to 25% of the value of the quarterly amount so deferred, based
on  the  price  per  share  of  Stock  on  the  last  day  of  each  quarter.

          (b)     Options.
                  -------

               (i)     Automatic  Options.  Until  the  calendar  year beginning
                       ------------------
January 1, 2004, at which point this provision shall no longer be applicable, in
addition  to  any  other  Award granted hereunder, non-employee directors of the
Company  will  be  granted the Options described in clauses (i) and (ii) of this
Section  9(b)(i)  (the  "Automatic  Options"):

                    (I)     Each  non-employee  director (a "New Director") who,
after  the  effective  date  of  the Plan, is elected to the Board for the first
time, will at the time such non-employee director is elected and duly qualified,
be granted automatically, without action by the Committee, an Option to purchase
5,000  shares  of  Stock.


                                       13
<PAGE>
                    (II)     On  the  first  business  day following each annual
meeting  of  the  shareholders',  each  non-employee  director (other than a New
Director)  who  is  continuing service as a member of the Board, will be granted
automatically,  without  action  by  the  Committee, an Option to purchase 5,000
shares  of  Stock.

               (ii)     Elected  Options.  Until  the  calendar  year  beginning
                        ----------------
January  1,  2003,  at which point this provision shall no longer be applicable,
each  non-employee  director could, at any time prior to the commencement of any
calendar  year  during  which  he  or she was to serve as a member of the Board,
irrevocably  elect to receive, in lieu of the annual directors' retainer payable
to  such  non-employee director with respect to such calendar year (prorated for
any partial calendar year, an Option (an "Elected Option") to purchase shares of
Stock.  The  number  of shares of Stock covered by an Elected Option received in
lieu  of an annual retainer for 2002 shall be the number (rounded to the nearest
whole  number  of shares) equal to (i) the annual, or prorated, retainer divided
by (ii) the value per share of the Elected Option, which value shall be equal to
thirty  three  percent  (33%) of the exercise price.  An Elected Option shall be
granted on January 1 of the year following the year in which the annual retainer
to  which  it  relates  is  earned.

          (c)     Terms  and  Conditions  of  Options.  Automatic  Options  and
                  -----------------------------------
Elected  Options shall be subject to the following specific terms and conditions
(and  shall  otherwise  be  subject  to  all other provisions of the Plan not in
conflict  with  this  Section  9):

               (i)     Each  Automatic Option and each Elected Option shall be a
NQSO.

               (ii)     The  exercise  price of Automatic Options shall be equal
to  the  Fair  Market  Value  of  the  shares of Stock subject to such Automatic
Options  on  the  date of grant.  The exercise price of Elected Options shall be
equal  to  (i) the average closing price of the Stock on the national securities
exchange  on  which  the  Stock is principally traded on the last trading day in
March,  June, September and December of the year in which the annual retainer is
earned,  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 on the last trading day on which a trade occurs
in  March, June, September and December of the year in which the annual retainer
is  earned,  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.

               (iii)     Automatic  Options  shall  be  exercisable as to twenty
percent  (20%) of the Stock subject thereto on the first anniversary of the date
of  grant, and shall become exercisable as to an additional twenty percent (20%)
of  such  shares on each of the second, third, fourth and fifth anniversaries of
such  date of grant.  Automatic Options shall be exercisable for a period of ten
(10)  years  from  the date of grant of such Option; provided that, the exercise
                                                     -------- ----
period shall be subject to earlier termination in accordance with the provisions
of  Section  6(b)(iv) hereof.  Elected Options shall be exercisable for a period
ending  ten  (10) years from the December 31st of the year in which the retainer
was  earned.


                                       14
<PAGE>
     10.     General Provisions.
             -------------------

          (a)     Approval.  The Plan shall take effect upon its adoption by the
                  --------
Board,  subject to approval by the shareholders of the Company in the manner and
to  the  degree  required  by  applicable  law.

          (b)     Nontransferability.  Awards  shall  not  be  transferable by a
                  ------------------
Grantee  except  by  will  or  the  laws of descent and distribution or, if then
permitted  under Rule 16b-3, 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  or Loan granted or any Award Agreement, promissory note 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 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, promissory note
or  other  agreement  or  to interfere with or limit in any way the right of the
Company or any Subsidiary or Affiliate to terminate such Grantee's employment 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 action 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.  Notwithstanding the foregoing, no amendment shall affect adversely
any  of  the  rights  of  any Grantee, without such Grantee's consent, under any
Award  or  Loan  theretofore  granted  under  the  Plan.

     The  Company shall obtain stockholder approval of any Plan amendment to the
extent  necessary  or  desirable  to  comply  with  applicable  law,  rule,  or
regulation.  Additionally, notwithstanding anything in the Plan to the contrary,
the  Board  may  not,  without  approval  of  the  Company's  shareholders:

               (i)     materially  increase  the  number  of  shares  of  Stock
issuable  under  the  Plan,  except  for  permissible adjustment as provided for
herein;  or

               (ii)     reprice  Options  issued  under the Plan by lowering the
exercise  price  of a previously granted award, by canceling outstanding Options
and  issuing  replacements,  or  by  otherwise  replacing  existing Options with
substitute  Options  with  a  lower  price.


                                       15
<PAGE>
          (f)     No  Rights  to  Awards  or  Loans;  No Stockholder Rights.  No
                  ---------------------------------------------------------
Grantee shall have any claim to be granted any Award or Loan under the Plan, and
there  is  no  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)     Regulations  and  Other  Approvals.
                  ----------------------------------

               (i)     The  obligation  of the Company to sell or deliver Common
Stock  with  respect to any Award granted under the Plan shall be subject to all
applicable  laws,  rules  and  regulations, including all applicable federal and
state  securities  laws, and the obtaining of all such approvals by governmental
agencies  as  may  be  deemed  necessary  or  appropriate  by  the  Committee.

               (ii)     Each Award is subject to the requirement that, if at any
time  the  Committee  determines,  in its absolute discretion, that the listing,
registration  or  qualification of Common Stock issuable pursuant to the Plan is
required  by  any  securities exchange or under any state or federal law, or the
consent  or  approval  of  any  governmental  regulatory  body  is  necessary or
desirable as a condition of, or in connection with, the grant of an Award or the
issuance  of  Common  Stock,  no  such Award shall be granted or payment made or
Common  Stock  issued,  in  whole  or  in  part,  unless  listing, registration,
qualification,  consent  or  approval  has been effected or obtained free of any
conditions  not  acceptable  to  the  Committee.

               (iii)     In  the  event  that  the  disposition  of Common Stock
acquired  pursuant  to  the  Plan  is not covered by a then current registration
statement  under  the  Securities  Act  and  is  not  otherwise exempt from such
registration,  such  Common  Stock  shall  be restricted against transfer to the
extent  required  by  the  Securities  Act  or  regulations  thereunder, and the
Committee  may require a Grantee receiving Common Stock pursuant to the Plan, as
a  condition  precedent  to  receipt  of  such Common Stock, to represent to the
Company  in  writing  that the Common Stock acquired by such Grantee is acquired
for  investment  only  and  not  with  a  view  to  distribution.

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


                                       16
<PAGE>
          (k)     Standard  Definition  of  Retirement.  Effective  for  all
                  ------------------------------------
determinations  made on or after February 23, 2006, and notwithstanding anything
to  the  contrary  in  any  Award Agreement (whether issued before or after that
date),  the  standard definition of "Retirement" for each Grantee shall mean the
termination of employment when any one of the following conditions has been met:
(i)  being  at  least  fifty-five (55) years old with at least ten (10) years of
service  to the Company and its Affiliates, (ii) being at least fifty-five years
old  and  having any combination of age plus years of service to the Company and
its Affiliates equal to at least sixty-five (65) or (iii) having reached age 55,
attainment  of the statutory retirement age as defined within the country of the
Grantee's residence or citizenship, as applicable.  In addition, the Company may
in  its  discretion  impose  on  a  Grantee  additional  conditions  regarding
non-competition  and  non-solicitation of clients and employees in order for the
Grantee  to realize the benefits relating to a qualified Retirement for purposes
of  this  Plan.


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