EXHIBIT 10


                           THE BOMBAY COMPANY, INC.

                           2005 AMENDED AND RESTATED
                      NON-EMPLOYEE DIRECTORS' EQUITY PLAN


                                 INTRODUCTION

      The   Bombay   Company,  Inc.  2005  Amended  and  Restated  Non-Employee
Directors' Equity Plan  (the  "Plan") is hereby adopted effective as of January
1, 2005 to amend and restate The Bombay Company, Inc. Amended and Restated Non-
Employee Directors' Equity Plan  (the  "Predecessor  Plan")  to comply with the
requirements of Section 409A of the Internal Revenue Code of 1986,  as  amended
(the  "Code"),  which was added by the American Job Creations Act of 2004.  The
Predecessor Plan  was  adopted  effective  as  of  August  8, 2003 to amend and
restate  The  Bombay  Company,  Inc.  Amended  and  Restated  2001 Non-Employee
Directors' Equity Plan (the "2001 Plan").  The 2001 Plan was effective February
1, 2001 and subsequently amended by the Board on May 17, 2001 and May 15, 2003.
All  amounts  deferred  and  vested  as  of  December  31,  2004 have not  been
materially  modified  and are intended to be grandfathered under  Code  Section
409A and governed by the  terms  of  the Predecessor Plan as in effect December
31, 2004.  Any amounts deferred on or after January 1, 2005 will be governed by
the terms of the Plan.

1.    PURPOSE

      (a)   The purpose of the Plan is  to provide a means by which each member
of the Board who is not an employee of the  Company  or  of any Affiliate (each
such person being hereafter referred to as a "Non-Employee  Director")  will be
given  an  opportunity  to purchase common stock of the Company.  The Plan also
permits Non-Employee Directors  to  elect to receive their annual and Committee
Chair retainer fees and meeting attendance  fees in the form of common stock of
the Company or to defer such payments.  The word  "Affiliate"  as  used  in the
Plan  means  any  person  or entity that directly or indirectly, through one or
more intermediaries, controls,  is  controlled  by,  or is under common control
with, the Company.

      (b)   The Company, by means of the Plan, seeks to  retain the services of
persons  now  serving  as  Non-Employee  Directors,  to secure and  retain  the
services  of  persons  capable  of  serving in such capacity,  and  to  provide
incentives for such persons to exert  maximum  efforts  for  the success of the
Company.

2.    ADMINISTRATION

      (a)   The Plan shall be administered by the Board unless  and  until  the
Board delegates administration to a committee, as provided in paragraph 2(c).

      (b)   The  Board  shall  have  the  power,  subject  to,  and  within the
limitations of, the express provisions of the Plan:

            (i)   To construe and interpret the Plan and options granted  under
it  ("Options"),  and  to establish, amend and revoke rules and regulations for
its administration.  The  Board, in the exercise of this power, may correct any
defect, omission or inconsistency  in the Plan or in any Option agreement, in a
manner and to the extent it shall deem  necessary or expedient to make the Plan
fully effective;

            (ii)  To  amend,  suspend or terminate  the  Plan  as  provided  in
paragraph 12; and

            (iii) Generally, to  exercise  such powers and to perform such acts
as the Board deems necessary or expedient to  promote the best interests of the
Company.

      (c)   The Board may delegate administration  of  the  Plan to a committee
(the "Committee") composed of not fewer than two (2) members  of  the Board who
are "non-employee directors" under Rule 16b-3 promulgated under the  Securities
Exchange  Act  of  1934,  as amended (the "Exchange Act"), as such rule may  be
hereafter  amended.   If  administration  is  delegated  to  a  Committee,  the
Committee shall have, in connection  with  the  administration of the Plan, the
powers  theretofore  possessed  by  the  Board,  subject,   however,   to  such
resolutions,  not  inconsistent  with  the  provisions  of  the Plan, as may be
adopted from time to time by the Board.  The Board may abolish the Committee at
any time and revest in the Board the administration of the Plan.

3.    SHARES SUBJECT TO THE PLAN

      (a)   Subject to the provisions of paragraph 11 relating  to  adjustments
upon changes in stock, the stock that may be sold pursuant to Options  or  used
to  pay  Fees (as defined below) shall not exceed in the aggregate Five Hundred
Thousand (500,000)  shares  of  the Company's common stock, plus (i) any shares
available for delivery under the  1991  Directors'  Stock  Option Plan and 1993
Stock  Deferral Plan for Non-Employee Directors which have not  been  committed
for delivery by grants made or stock units credited under either of such plans,
and (ii) any shares subject to options granted under either of such plans which
are settled, forfeited, expired or canceled without the delivery of shares.  If
any Option  shall  for  any reason expire or otherwise terminate without having
been exercised in full, the  stock  not  purchased under the Option shall again
become available for issuance pursuant to the Plan.

      (b)   All stock sold or otherwise delivered pursuant to the Plan shall be
treasury shares.

4.    ELIGIBILITY

      Only Non-Employee Directors may participate in the Plan.

5.    NON-DISCRETIONARY OPTION GRANTS

      (a)   Each person who is elected for  the first time to be a Non-Employee
Director  shall, upon the date of his or her initial  election  to  be  a  Non-
Employee Director  by  the Board or the shareholders of the Company, be granted
an Option (an "Initial Option")  to  purchase  Ten  Thousand (10,000) shares of
common stock of the Company on the terms and conditions set forth herein.

      (b)   On  the  third  business day following issuance  of  the  Company's
annual earnings release each  year  (i) each  Non-Employee  Director  shall  be
granted  an  Option to purchase Ten Thousand (10,000) shares of common stock of
the Company, and  (ii) the  Lead  Director  and  the  chair  of  each  standing
committee of the Board shall be granted an Option to purchase Two Thousand Five
Hundred (2,500) shares of common stock of the Company (the Options referred  to
in  the preceding clauses (i) and (ii) shall be collectively referred to herein
as "Annual Options").

      (c)   The Company intends that the Options not be incentive stock options
as that  term  is  used in Section 422 of the Internal Revenue Code of 1986, as
amended.

      (d)   Effective  May 2, 2005, no further Options will be granted pursuant
to the Plan.

   6. OPTION PROVISIONS

      Each Option shall contain the following terms and conditions:

      (a)   No Option shall  be  exercisable  after  the expiration of ten (10)
years from the date it was granted.

      (b)   The per share exercise price of each Option  shall  be  one hundred
percent  (100%) of the Fair Market Value of the common stock of the Company  on
the date the  Option  is  granted.   "Fair  Market  Value"  shall mean the last
reported sale price of shares of the Company's common stock as  reported on the
applicable stock exchange on the relevant date of valuation or, if  there is no
such  sale,  the  last  reported  sale price of such shares so reported on  the
nearest preceding date upon which such a sale took place.

      (c)   The purchase price of stock acquired pursuant to the exercise of an
Option  shall  be paid, to the extent  permitted  by  applicable  statutes  and
regulations, either  (i)  in  cash at the time the Option is exercised; (ii) by
delivery to the Company of shares  of common stock of the Company valued at the
Fair Market Value of such shares on  the  date  of  exercise;  or  (iii)  by  a
combination of such methods of payment.

      (d)   The  Board  or  the  Committee,  as  applicable,  may,  in its sole
discretion,  provide in any Option agreement (or any amendment to any  existing
Option agreement)  such  provisions  regarding transferability of the Option as
the  Committee  or the Board, as applicable,  in  its  sole  discretion,  deems
appropriate.

      (e)   Options  shall  vest with respect to each optionee as follows:  (i)
the Initial Option shall vest  and  become  exercisable  at the rate of 20% per
year  over a five (5) year period after the grant date of the  Initial  Option,
and (ii)  each  Annual Option shall vest in full and become exercisable six (6)
months after the  grant  date  of the Annual Option; provided that in each case
the  optionee  has,  during the entire  period  prior  to  such  vesting  date,
continuously served as  a  Non-Employee  Director,  whereupon such Option shall
become  fully exercisable in accordance with its terms  with  respect  to  that
portion of  the  shares  represented  by that installment; and provided further
that in the event of a conflict between  the  provisions of this paragraph 6(e)
and the provisions of paragraph 6(l) or 6(m), the  provisions of paragraph 6(l)
or 6(m), as applicable, shall control.

      (f)   The Company may require any optionee, or  any  person  to  whom  an
Option  is  transferred  under paragraph 6(d), as a condition of exercising any
such Option:  (1) to give  written assurances satisfactory to the Company as to
the optionee's knowledge and  experience in financial and business matters, and
(2) to give written assurances  satisfactory  to  the Company stating that such
person  is  acquiring the stock subject to the Option  for  such  person's  own
account and not with any present intention of selling or otherwise distributing
the stock.  These  requirements,  and  any  assurances  given  pursuant to such
requirements, shall be inoperative if (i) the issuance of the shares  upon  the
exercise  of  the  Option  has been registered under a then-currently-effective
registration statement under  the  Securities  Act  of  1933,  as  amended (the
"Securities Act"), or (ii) as to any particular requirement, a determination is
made  by counsel for the Company that such requirement need not be met  in  the
circumstances under the then-applicable securities laws.

      (g)   Notwithstanding  anything  to  the  contrary  contained  herein, an
Option may not be exercised unless the issuance of shares upon exercise  of the
Option  has  been  registered under the Securities Act or, if such issuance has
not been so registered,  the Company has determined that such issuance would be
exempt from the registration requirements of the Securities Act.

      (h)   Neither an optionee nor any person to whom an Option is transferred
under paragraph 6(d) shall be deemed to be the holder of, or to have any of the
rights of a holder with respect  to,  any  shares subject to such Option unless
and until such person has satisfied all requirements for exercise of the Option
pursuant to its terms.

      (i)   Nothing in the Plan or in any instrument  executed  pursuant hereto
shall  confer  upon  any  Non-Employee  Director any right to continue  in  the
service  of the Company or any Affiliate or  shall  affect  any  right  of  the
Company, the  Board, its shareholders or any Affiliate to terminate the service
of any Non-Employee Director with or without cause.

      (j)   No  Non-Employee  Director, individually or as a member of a group,
and no beneficiary or other person  claiming under or through him or her, shall
have any right, title or interest in  or  to any shares of the Company's common
stock reserved for the purposes of the Plan,

      (k)   In connection with each Option,  it  shall be a condition precedent
to  the  Company's  obligation to issue or transfer shares  to  a  Non-Employee
Director that such Non-Employee  Director  acknowledge  full responsibility for
any federal or other tax with respect to such issuance or transfer.

      (l)   If a Non-Employee Director shall terminate performance  of services
for the Company because of death or disability, all Options outstanding  as  to
such  Non-Employee  Director  shall  be fully exercisable, at any time, or from
time to time, within the longer of (i)  one (1) year after the date of death or
termination  of  performance of services because  of  disability  or  (ii)  the
exercise period presented  in  the  second sentence of paragraph 6(m); provided
that in no event shall such Options be  exercisable  later  than the expiration
date specified pursuant to paragraph 6(a).  In the case of death,  exercise may
be  made  by  the person or persons to whom the Non-Employee Director's  rights
under the Option  pass by will or applicable law, or if no such person has such
rights, by the Non-Employee  Director's  executors  or administrators; provided
that such person(s) consent in writing to abide by and  be subject to the terms
of the Plan and the Option.

      (m)   If  a  Non-Employee  Director's  performance  of services  for  the
            Company  shall  terminate  for  any  reason  other  than  death  or
            disability,   all  Options  outstanding  as  to  such  Non-Employee
            Director shall  at  the time of such termination, to the extent not
            otherwise  exercisable,  become  immediately  exercisable  for  the
            purchase of  the  full  number  of  shares subject to such Options;
            provided that the Non-Employee Director  has  at  the  time of such
            termination  completed  at least five (5) years of service  on  the
            Board.  A departing Non-Employee  Director  shall  have twelve (12)
            months to exercise vested Options for each full three (3) year term
            and  any  partial  term served on the Board, to a maximum  exercise
            period of thirty-six  (36)  months; provided that in no event shall
            such  Options  be  exercisable  later   than  the  expiration  date
            specified pursuant to paragraph 6(a).

7.    COVENANTS OF THE COMPANY

      (a)   During the terms of the Options, the Company  shall  keep available
at all times the number of shares of its common stock required to  satisfy  its
obligations under such Options.

      (b)   So long as any Stock Units (as defined below) are in an Account (as
defined  below),  the  Company  shall keep available at all times the number of
shares of its common stock required  to  satisfy  its obligations in respect of
such Stock Units.

8.    USE OF PROCEEDS FROM THE EXERCISE OF OPTIONS

      Proceeds from the exercise of Options shall constitute  general  funds of
the Company.

9.    PAYMENT OF FEES IN COMMON STOCK

      (a)   A  Non-Employee Director will receive payment of 50% of his or  her
annual retainer  and  Committee  Chair  retainer  fees (collectively, "Retainer
Fees") from the Company in the form of common stock  of  the  Company.   A Non-
Employee Director may elect to receive payment of all of any portion of his  or
her  remaining  Retainer  Fees  and  all  or  any portion of his or her meeting
attendance fees ("Meeting Fees") (Retainer Fees  and  Meeting Fees are referred
to collectively herein as "Fees") from the Company in the  form of common stock
of  the  Company.   Such  an election shall be effective with respect  to  Fees
payable commencing with the  next  fiscal  quarter  following  the  date of the
election.  An election to receive payment of Fees in the form of the  Company's
common stock may be revoked only by a subsequent election to receive payment of
Fees in cash or to defer such Fees pursuant to paragraph 10.  Any such election
or  revocation shall be effective with respect to Fees payable commencing  with
the next  fiscal  quarter.  Notwithstanding the above, no election permitted in
this paragraph 9 shall be effective if such election would cause the payment of
Fees in the Company's common stock to be a non-exempt purchase under Rule 16b-3
promulgated under the  Exchange  Act  or  terminate the Non-Employee Director's
status as a non-employee director under Rule  16b-3,  unless  approved  by  the
Board  or the Committee.  The number of shares of the Company's common stock to
be paid  to  a Non-Employee Director shall be determined by dividing the amount
of Fees payable  by  the Fair Market Value of the Company's common stock on the
date such Fees would have been paid in cash but for the Non-Employee Director's
receipt of payment of  such  Fees  in  the form of common stock of the Company.
The amount of any fractional share shall be paid in cash.

      (b)   Unless a Non-Employee Director  elects  to defer his or her receipt
of Fees pursuant to paragraph 10, a certificate for the  number  of  shares  of
common  stock  of  the Company the Non-Employee Director is entitled to receive
under the Plan in lieu  of  cash  Fees  shall  be  issued as soon as reasonably
practicable following the date the director is to receive the Fees.

10.   DEFERRAL OF FEES

      (a)   For the calendar year beginning January  1,  2005,  a  Non-Employee
            Director may defer payment of all or any portion of his or her Fees
            by  submitting  an  election in writing, signed by the Non-Employee
            Director (a "Deferral Election") and delivered to the Company prior
            to March 15, 2005.  For  any  calendar  year  beginning on or after
            January 1, 2006, a Non-Employee Director may defer  payment  of all
            or  any  portion of his or her Fees by submitting and delivering  a
            Deferral Election  to  the  Company  prior  to  January  1  of such
            calendar year; provided that in the case of the first year in which
            a  Non-Employee  Director  becomes  eligible  to participate in the
            Plan, an election may be made with respect to Fees  yet  to be paid
            for  services to be performed subsequent to the election within  30
            days  after   the   Non-Employee   Director   becomes  eligible  to
            participate  in  the Plan.  A Non-Employee Director's  election  to
            defer compensation  will  be  irrevocable  except  to  the extent a
            revocation would not violate Code Section 409A. Deferral  Elections
            shall  be submitted on an annual basis; provided that such election
            shall satisfy  the  requirements of Rule 16b-3(d) promulgated under
            the Exchange Act, as  such rule may be hereafter amended, and shall
            be in compliance with Code  Section  409A  and  the  regulations or
            other guidance issued thereunder.  If a Deferral Election  is  made
            with  respect  to  at least 50% of the total Retainer Fees due to a
            Non-Employee Director  for a particular year, the Company will make
            a matching contribution  equal to 25% of the Retainer Fees deferred
            (a "Matching Contribution");  provided that the Company will not so
            match any Retainer Fees deferred  in  excess of 50% of the Retainer
            Fees due.  The Company will not match any  Meeting Fees that may be
            deferred.

      (b)   Amounts  of  Fees  deferred, along with any Matching  Contributions
pursuant to paragraph 10(a), shall  be  credited  by the Company in the form of
stock units ("Stock Units") at the end of each fiscal  quarter to a bookkeeping
reserve account ("Account") maintained by the Company.   The  number  of  Stock
Units credited to an Account with respect to any Non-Employee Director shall be
determined  as  follows:  First, by adding the amount of Fees to be deferred to
the Matching Contribution,  if  any;  and Second, dividing such sum by the Fair
Market Value of the Company's common stock  on  the  date  such Fees would have
been paid in cash but for the Deferral Election.  In addition  to  the  Account
described   above,   the  Company  shall  establish  and  maintain  a  separate
Predecessor Plan Account to record a Non-Employee Director's interest under the
Predecessor Plan attributable  to amounts deferred by such Participant pursuant
to the Predecessor Plan, but only  to the extent such amounts were vested as of
December 31, 2004.  Any provision of  the Plan to the contrary notwithstanding,
a Non-Employee Director's Predecessor Plan  Account  shall  be  subject  to the
provisions of the Predecessor Plan.

      (c)   All  Stock  Units  credited  to  a  Non-Employee Director's Account
pursuant to the Plan shall be at all times fully vested and nonforfeitable.

      (d)   Stock Units credited to a Non-Employee  Director's Account shall be
payable in an equal number of shares of common stock of the Company in a single
distribution made at such time as may be specified by the Non-Employee Director
in the applicable Deferral Election; provided that the  designated payment date
with respect to any Deferral Election must be no earlier  than the first day of
the  calendar year after the calendar year in which the Fees  would  have  been
received  but  for  the Deferral Election.  The amount of any fractional shares
shall be paid in cash.

      (e)   The Company  shall issue and deliver to the Non-Employee Director a
certificate for the number  of  shares of its common stock due such director as
payment for Stock Units as soon as  practicable  following  the  date  on which
Stock Units are payable.

      (f)   The Plan shall be unfunded with respect to the Company's obligation
to  pay  any amounts due pursuant to Stock Units, and a Non-Employee Director's
rights to  receive  any payment of any Stock Unit shall be not greater than the
rights of an unsecured general creditor of the Company.

      (g)   Except as  otherwise  provided herein or approved by the Board, the
right to receive payment with respect  to  a  Stock  Unit  is not assignable or
transferable  and shall not be subject to any encumbrances, liens,  pledges  or
charges of the Non-Employee Director or his or her creditors.  Any such attempt
to assign, transfer  or  hypothecate  any  Stock Unit or any right to receive a
Stock Unit shall be void and of no force and effect whatsoever.

      (h)   A   Non-Employee   Director   may  designate   a   beneficiary   or
beneficiaries to receive any distributions  under  the  Plan  upon  his  or her
death.

      (i)   In  the  event  a  cash  dividend  is  declared with respect to the
Company's common stock, the Account of each participating Non-Employee Director
shall be credited with a number of Stock Units determined  as  follows:  First,
calculate  the  product  of  (i) the cash dividend payable with respect to each
share of common stock and (ii)  the total number of Stock Units credited to the
Account  as of the record date for  such  dividend;  and  Second,  divide  such
product by  the  Fair Market Value of the Company's common stock on the payment
date for such dividend.

      (j)   In  the  event  the  Non-Employee  Director  suffers  a  "Financial
Hardship" (as hereinafter  defined), the Company may make a distribution to the
Non-Employee Director as a hardship  benefit  (the  "Hardship  Benefit"),  with
respect  to  any  portion  of  the  Stock  Units  credited  to the Non-Employee
Director's Account up to, but not in excess of, the total Stock  Units credited
to the Account as of the date a Hardship Benefit is distributed.   Any Hardship
Benefit  shall  be  distributed  at  such  time  or  times as the Company shall
determine,  and the Non-Employee Director's Account shall  be  reduced  by  the
amount so distributed.  "Financial Hardship" shall mean a financial need of the
Non-Employee  Director caused by an unforeseeable emergency.  An "unforeseeable
emergency" for  this purpose is a severe financial hardship to the Non-Employee
Director resulting  from a sudden or unexpected illness or accident of the Non-
Employee Director, or  of  a  dependent  (as  defined  in Internal Revenue Code
Section  152(a))  of  the  Non-Employee  Director,  loss  of  the  Non-Employee
Director's  property  due  to  casualty,  or  other  similar extraordinary  and
unforeseeable circumstances arising as a result of events beyond the control of
the Non-Employee Director.

            Payment under this Section shall not be made  to  the  extent  that
such hardship is or may be relieved:

      (i)   through reimbursement or compensation by insurance; or

            (ii)  by  liquidation of the Non-Employee Director's assets, to the
extent the liquidation of such assets would not itself cause a severe financial
hardship; or

            (iii) by cessation of deferrals under the Plan.

            Withdrawals  of amounts because of an unforeseeable emergency shall
be made only to the extent reasonably needed to satisfy the emergency need.

            The Company shall  determine  whether,  and  to what extent, a Non-
Employee Director's application for a Hardship Benefit will  be approved, based
on the facts and circumstances of the case.  Such determination shall be final,
conclusive and binding on all persons.

11.   ADJUSTMENTS UPON CHANGES IN STOCK

      If  any  change  is  made  in  the  stock of the Company through  merger,
consolidation, reorganization, recapitalization,  stock  dividend,  dividend in
property  other  than  cash, stock split, liquidating dividend, combination  of
shares, exchange of shares,  change  in  corporate  structure or otherwise, the
Plan (including the total number of shares and kind of  shares  issuable  under
the  Plan  and  the  number  of shares issuable pursuant to grants of Options),
outstanding Options (including  the  exercise  prices  thereof) and Stock Units
will  be appropriately adjusted by the Board to account for  the  change.   The
Options granted under the Plan and the Stock Units created pursuant to the Plan
shall not  affect  in  any  way  the  right  or  power  of the Company to issue
additional    common    stock    or   other   securities,   make   adjustments,
reclassifications, reorganizations  or  other changes in its corporate, capital
or  business structure, to participate in  a  merger,  consolidation  or  share
exchange or to transfer its assets or dissolve or liquidate.

12.   AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

      The  Board  may  at  any  time,  and from time to time, amend, suspend or
terminate  the  Plan;  provided that no amendment  shall  be  effective  unless
approved by the shareholders  of the Company to the extent the Board determines
shareholder approval of such amendment  is necessary or desirable; and provided
further that rights and obligations under  any  Option  granted  or  Stock Unit
credited  or to be credited before any amendment, suspension or termination  of
the Plan shall  not  be  altered  or  impaired by such amendment, suspension or
termination of the Plan except with the  consent  of  the  person  to  whom the
Option  was  granted or Stock Unit credited.  Any provision of the Plan to  the
contrary notwithstanding,  upon  termination  of the Plan, the Board may in its
sole discretion cause all Stock Units credited to an Account for a Non-Employee
Director to be immediately payable to such director  in  the  form of shares of
common stock of the Company equal in number to the Stock Units  credited to the
Account as of the date of such Plan termination, provided that such accelerated
distribution  complies  with  the  requirements  of Code Section 409A  and  the
regulations and other guidance thereunder.  If the  Board  does  not cause such
accelerated  payment,  the  Stock  Units  credited  to Accounts of Non-Employee
Directors as of the date of the Plan termination shall  be  paid  in accordance
with  the  provisions  of  the  Plan  as  in  effect  immediately prior to such
termination.

13.   CHANGES OF CONTROL, ACCELERATION OF RIGHT TO EXERCISE AND DISTRIBUTION OF
      STOCK UNITS

      (a)   Notwithstanding anything in the Plan or in  an agreement evidencing
any Option to the contrary, in the event a Change of Control (as defined below)
occurs, then each Option shall become immediately exercisable,  on  the date of
the  occurrence of such Change of Control, for the purchase of the full  number
of shares  subject  to  such  Option  for a period not to exceed the shorter of
thirty-six (36) months or the remaining  life  of  the  Option;  provided  that
immediately  after  the  consummation  of  a Change of Control as defined under
paragraph  13(b)(iii),  all  Options  shall,  to   the  extent  not  previously
exercised, terminate and cease to be outstanding except  to  the extent assumed
by  the successor corporation (or an affiliate thereof) or otherwise  expressly
continued  in  full  force  and  effect  pursuant to the terms of the Change of
Control.  In addition, and notwithstanding  the  provisions of paragraph 10(d),
all Stock Units credited to an Account for a Non-Employee  Director  shall,  on
the  date  of  the occurrence of a Change of Control, be immediately payable to
such director in  the  form  of  shares of common stock of the Company equal in
number to the Stock Units held as of the date of the Change of Control.

      (b)   "Change  of Control" shall  mean  the  occurrence  of  any  of  the
following events:

            (i)   the   acquisition,  other  than  from  the  Company,  by  any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act) of beneficial  ownership of 35% or more of either the then
outstanding shares of common stock of  the Company or the combined voting power
of the then outstanding voting securities  of  the  Company  entitled  to  vote
generally  in  the  election of directors; provided that any acquisition by the
Company or any of its  subsidiaries,  or  any employee benefit plan (or related
trust) of the Company or its subsidiaries,  or  any corporation with respect to
which  following  such acquisition, more than 50% of,  respectively,  the  then
outstanding shares  of common stock of such corporation and the combined voting
power of the then outstanding voting securities of such corporation entitled to
vote  generally in the  election  of  directors  is  then  beneficially  owned,
directly  or  indirectly,  by  all  or substantially all of the individuals and
entities who were the beneficial owners,  respectively, of the common stock and
voting  securities of the Company immediately  prior  to  such  acquisition  in
substantially the same proportion as their ownership, immediately prior to such
acquisition,  of  the then outstanding shares of common stock of the Company or
the combined voting  power  of  the  then  outstanding voting securities of the
Company entitled to vote generally in the election  of  directors,  as the case
may be, shall not constitute a Change of Control;

            (ii)  a  majority  of the individuals who, as of February 1,  2005,
constituted the Board (the "Incumbent  Board") are replaced during any 12 month
period; provided that any individual becoming  a  director  subsequent  to such
date  whose election, or nomination for election by the Company's shareholders,
was approved  by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member
of the Incumbent  Board,  but  excluding, for this purpose, any such individual
whose  initial  assumption  of office  is  in  connection  with  an  actual  or
threatened election contest relating  to  the  election of the directors of the
Company; or

            (iii) approval   by  the  shareholders  of   the   Company   of   a
                  reorganization,  merger  or  consolidation of the Company and
                  the  satisfaction  of  all  conditions   precedent   to   the
                  transaction,   in  each  case,  with  respect  to  which  the
                  individuals and  entities  who were the respective beneficial
                  owners  of  the common stock and  voting  securities  of  the
                  Company immediately  prior  to such reorganization, merger or
                  consolidation do not, following  such  reorganization, merger
                  or consolidation, beneficially own, directly  or  indirectly,
                  more  than 50% of, respectively, the then outstanding  shares
                  of common  stock  and  the  combined voting power of the then
                  outstanding voting securities  entitled  to vote generally in
                  the  election  of  directors,  as  the case may  be,  of  the
                  corporation  resulting  from such reorganization,  merger  or
                  consolidation, or a complete  liquidation  or  dissolution of
                  the Company or of the sale or other disposition  (other  than
                  to a "related person" as such term is used under Code Section
                  409A  and  the  regulations and other guidance thereunder) of
                  all or substantially all of the assets of the Company.

      (c)   With respect to a Change  of  Control  as  defined  under paragraph
13(b)(iii),  if  the  timing and mechanics of the transaction constituting  the
Change of Control will  be  such  that  the  holders of Options will not have a
reasonable opportunity to exercise their Options prior to the applicable record
date  with  respect to, or the date of consummation  of,  as  applicable,  such
transaction,  the  Board  or officers of the Company shall make arrangements in
the agreement related to such  transaction  to  allow  holders  of  Options  to
receive  the  same  economic  benefit  the  holders  of  the Options would have
received had the holders exercised their Options prior to the effective date of
such  Change  of  Control and held the shares of common stock  of  the  Company
issuable upon exercise  of  such  Options as of the applicable record date with
respect to, or the date of consummation  of,  as  applicable,  the  transaction
constituting such a Change of Control.

14.   CODE SECTION 409A

      Any  provision of the Plan to the contrary notwithstanding, the  Plan  is
designed to  comply  with  the  requirements  of  Code  Section  409A  and  the
regulations  and other guidance thereunder and shall be interpreted in a manner
consistent with  Code  Section  409A  and  the  regulations  and other guidance
thereunder.   To  the  extent any provision of the Plan violates  Code  Section
409A, it shall not be effective.

15.   EFFECTIVE DATE OF PLAN

      The Plan shall be effective as of January 1, 2005.