BURLINGTON INDUSTRIES, INC.
                              AMENDED AND RESTATED
                           1998 EQUITY INCENTIVE PLAN


         1. Purpose. The Burlington Industries,  Inc. 1998 Equity Incentive Plan
(the "Plan") is intended to enhance the ability of Burlington Industries,  Inc.,
a Delaware  corporation  (the  "Company"),  to attract,  retain and motivate key
executives  and  employees of the Company,  its  affiliates,  joint  ventures or
subsidiaries,  by  providing  such  persons  with an  opportunity  to  obtain  a
proprietary interest in the Company and by rewarding them for their contribution
to the Company. The Company believes that providing key executives and employees
with such  opportunities  and rewards serves the best interests of the Company's
shareholders.

         2.       Definitions.  As used herein:
                  -----------

                  "Agreement" means the agreement described in Section 8 hereof.

                  "Award" means Options,  Performance Shares, Stock Appreciation
Rights and Restricted Shares.

                  "Beneficiary" or  "Beneficiaries"  means the person or persons
designated  by a  Participant  pursuant to the  provisions  of the  Agreement to
receive  payments or rights  pursuant to such Agreement  upon the  Participant's
death.  If no Beneficiary is so designated by a Participant or if no Beneficiary
is living at the time a payment  is due  pursuant  to such  Agreement,  payments
shall be made to the estate of such  Participant.  The Agreement shall provide a
Participant with the right to change the designated  Beneficiaries  from time to
time by  written  instrument  executed  by the  Participant  and filed  with the
Committee in accordance with such rules as may be specified by the Committee.

                  "Board" means the Board of Directors of the Company.

                  "Change of  Control"  has the  meaning set forth in Section 14
hereof.

                  "Code"  means the Internal  Revenue Code of 1986,  as amended,
and the regulations  promulgated  thereunder,  as such law or regulations may be
amended from time to time.

                  "Committee"  means the  committee  of the Board  described  in
Section 5 hereof.

                  "Common  Stock"  means the Common  Stock of the  Company,  par
value $0.01 per share, or such other class or kind of shares or other securities
as may be applicable under Section 13 hereof.

                  "Effective Date" means the date described in Section 3 hereof.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended,  and the  rules  and  regulations  thereunder,  as such  act,  rules or
regulations may be amended from time to time.

                  "Fair  Market  Value"  means the  closing  price of a share of
Common  Stock on a specified  date as  reported  in the New York Stock  Exchange
Composite  Transactions for such date, or such other measurement of value as may
be specified by the Committee from time to time.

                  "Free-Standing   Stock  Appreciation   Right"  means  a  Stock
Appreciation Right not granted in tandem with an Option.

                  "Grant  Date"  means,  with  respect  to any  Award,  the date
designated by the Committee as the date on which such Award was granted.

                  "Incentive Stock Option" means an Option which is qualified as
an incentive stock option under Section 422(b) of the Code.

                  "Initial  Value"  means  the  initial  value,  if  any,  of  a
Free-Standing  Stock  Appreciation  Right, as determined at the time of grant by
the Committee in its discretion  and as set forth in the  applicable  Agreement;
provided, however, that the Initial Value of a Stock Appreciation Right shall be
no less than 100% of the Fair Market  Value of a share of Common Stock as of the
Grant Date.

                  "Non-qualified  Stock  Option"  means an Option which does not
qualify as an Incentive Stock Option.

                  "Option"  means an option to purchase  shares of Common Stock,
subject to the terms and conditions provided for in Section 9 hereof.

                  "Option  Price"  means the  exercise  price of an  Option,  as
determined  at the time of grant by the Committee in its  discretion  and as set
forth in the  applicable  Agreement;  provided,  however,  that the Option Price
shall be no less than 100% of the Fair Market  Value of a share of Common  Stock
as of the Grant  Date;  and  provided,  further,  that the  Option  Price of any
Incentive  Stock  Option  shall be  subject  to the terms  set forth in  Section
9(a)(iv) hereof.

                  "Participant"  means a key employee of the Company,  or one of
its  subsidiaries,  joint  ventures  or  affiliates,  who is  designated  by the
Committee to receive an Award under the Plan.

                  "Performance  Goals"  have the  meaning set forth in Section 7
hereof.  Performance  Goals  shall  be  objective  and  pre-established  by  the
Committee within the meaning of Section 162(m) of the Code.

                  "Performance   Period"   means  a  fixed   period   of   time,
pre-established  by the Committee,  during which a Participant  performs service
for the Company and during which Performance Goals may be achieved.

                  "Performance  Share"  means a right whose value is  determined
with reference to attaining  Performance Goals for a Performance  Period or such
other measure as may be approved by the Committee,  from time to time, and which
is paid in shares of Common Stock, cash or a combination  thereof, as determined
by the Committee in its discretion, subject to the terms and conditions provided
for in Section 11 hereof.

                  "Plan"  means the  Burlington  Industries,  Inc.  1998  Equity
Incentive  Plan,  as the same may be amended,  from time to time,  in accordance
with Section 15 hereof.

                  "Restricted  Share"  means a share of  Common  Stock  which is
restricted  subject  to the terms and  conditions  provided  for in  Section  12
hereof.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations thereunder, as such law, rules and regulations may
be amended from time to time.

                  "Stock  Appreciation  Right" or "SAR" means a right to receive
the appreciation, if any, in the Fair Market Value of one share of Common Stock,
subject to the terms and conditions provided for in Section 10 hereof.

                  "Tandem Stock  Appreciation  Right" means a Stock Appreciation
Right granted in tandem with an Option.

         3.  Effective  Date.  The  Plan  shall  become  effective  on the  date
("Effective Date") of its adoption by the Board, subject to approval of the Plan
by the  stockholders of the Company.  Prior to such  stockholder  approval,  the
Committee  may  grant  Awards  conditioned  on  stockholder  approval.  If  such
stockholder approval is not obtained by the first annual meeting of stockholders
to occur after the  adoption  of the Plan by the Board,  the Plan and any Awards
made thereunder shall terminate ab initio and be of no further force and effect.

         4. Maximum  Number of Shares  Available  for Grant;  Maximum  Number of
Options, SARS and Restricted Shares to be Awarded;  Maximum Value of Performance
Shares to be Awarded.

                  (a) Subject to adjustment  pursuant to Section 13 hereof,  the
maximum  aggregate  number of shares of Common  Stock that may be used to settle
Awards made under the Plan shall not exceed  2,700,000  shares of Common  Stock.
Subject  to the  foregoing,  Awards  granted  under  the  Plan  that  constitute
replacements  or  substitutions  issued in exchange for awards granted under the
Plan or any other plan of the Company,  its affiliates and subsidiaries,  or any
entity  or  business  that  is  acquired  by  the  Company,  its  affiliates  or
subsidiaries,  shall not be  considered  newly  granted  Awards for  purposes of
Section 16. Notwithstanding the foregoing,  any Awards that have been forfeited,
exchanged or canceled or have expired  without the relevant  Participant  having
received  value in excess of the  value of the  Award so  forfeited,  exchanged,
canceled or expired, such as the forfeiture of a Participant's  unvested Options
upon termination of his/her service (an "Expired  Award"),  shall not be counted
for  purposes  of  determining  the number of shares of Common  Stock  issued or
issuable in connection  with Awards  granted under the Plan. For purposes of the
immediately preceding sentence, neither (i) any Award tendered to the Company or
withheld by the Company to satisfy tax  withholding  requirements,  nor (ii) any
Restricted  Share that is  forfeited,  canceled or expired  and with  respect to
which a Participant  received any  dividends or "benefits of ownership"  (within
the meaning of the rules under  Section  16(b) of the  Exchange  Act),  shall be
deemed an Expired Award.

                  (b)  Shares  of  Common  Stock  issued  under  the Plan may be
authorized  and  unissued  shares  or  issued  and  re-acquired  shares,  as the
Committee may from time to time determine.

                  (c) In a given fiscal year of the Company,  a Participant  may
be granted a maximum of 150,000  Options (to purchase  150,000  shares of Common
Stock), 150,000 Stock Appreciation Rights and $500,000 of Restricted Shares, and
a Participant may earn a maximum of 50,000 Performance Shares.

                  (d) The percentage of the maximum  aggregate  number of shares
of Common  Stock that may be granted  or  offered  for sale to all  Participants
under the Plan in accordance  with Section 4(a) hereof shall not exceed 30.0% if
the Awards are Performance Shares and 15.0% if the Awards are Restricted Shares.

         5.       Administration.
                  --------------

                  (a) The Plan shall be  administered  by the  Committee,  which
shall be appointed  by the Board and which shall  consist of two or more members
of the Board.  Each member of the  Committee  at all times  during  service as a
member  of  the  Committee   shall  qualify  with  respect  to  the  Plan  as  a
"Non-Employee  Director" within the meaning of Rule 16b-3 under the Exchange Act
and as an "outside  director"  within the meaning of Section 162(m) of the Code.
The Committee  shall have full power and authority to interpret and construe the
provisions  of  the  Plan  and  of  any  Agreements  under  the  Plan  and  make
determinations pursuant to any Plan provision or Agreement. Each interpretation,
determination  or  other  action  made  or  taken  pursuant  to the  Plan by the
Committee shall be final, conclusive and binding on all persons.

                  (b) No member of the  Committee  shall be liable for  anything
whatsoever  in  connection  with  the  administration  of the Plan  except  such
member's own willful misconduct.  Under no circumstances shall any member of the
Committee  be  liable  for  any  act or  omission  of any  other  member  of the
Committee.  In the  performance  of its functions  with respect to the Plan, the
Committee shall be entitled to rely upon information and advice furnished by the
Company's  officers,  the Company's  accountants,  the Company's counsel and any
other party the Committee deems necessary,  and no member of the Committee shall
be liable for any action taken or not taken in reliance upon any such advice.

         6. Grant or Offer of Awards.  The Committee  shall,  from time to time,
select  and  make  grants  of  Awards  or  offers  for  the  sale of  Awards  to
Participants.

         7.  Establishment of Performance  Goals.  Awards of Performance  Shares
hereunder shall be based, and Awards of Restricted Shares hereunder may be based
(in the Committee's  discretion),  upon Performance Goals pre-established by the
Committee with respect to a Performance  Period.  The Performance Goals shall be
based on one or more of the following criteria to be attained by the Company (or
a subsidiary  or division  thereof):  (i) total  shareholder  return,  (ii) Fair
Market Value of a share of Common  Stock,  (iii)  earnings  before  interest and
taxes, (iv) return on investment, (v) earnings per share, (vi) return on equity,
and (vii) earnings before interest,  taxes,  depreciation and amortization.  The
Committee  shall  certify in writing that a  Performance  Goal has been attained
prior to payment of any Award based on such Performance Goal.  Performance Goals
may be revised by the Committee,  at such times as it deems  appropriate  during
the  Performance  Period,  in order to take into  consideration  any  unforeseen
events or changes in circumstances.

         8.       Agreement; Transferability of Awards.
                  ------------------------------------

                  (a)  Agreement.  The terms  and  conditions  of each  grant of
Awards  shall be embodied in a written  agreement  (the  "Agreement")  in a form
approved  by  the  Committee  and  delivered  to  the  Participant  as  soon  as
practicable  following  the Grant Date.  The  Agreement  shall contain terms and
conditions not inconsistent  with the Plan and which shall  incorporate the Plan
by reference.  Each Agreement  shall: (a) state the Grant Date of the Award, the
number  of  shares  issuable  in  connection  with the  Award or the  number  of
Performance Shares, Free-Standing Stock Appreciation Rights or Restricted Shares
related to the Award, as the case may be, as well as the exercisability, payment
and other restrictions  applicable to the Award, as determined by the Committee,
and (i) in the  case of  Options  (and any  related  Tandem  Stock  Appreciation
Rights),  the Option Price, (ii) in the case of Restricted  Shares, the purchase
price, if any, for such Restricted Shares, or (iii) in the case of Free-Standing
Stock  Appreciation  Rights, the Initial Value thereof and the maximum number of
shares of Common Stock that may be issued in connection  therewith;  (b) specify
any applicable vesting schedule;  (c) in the case of Options,  state whether the
Option is intended to qualify as an  Incentive  Stock  Option;  (d) provide that
Restricted Shares shall only be transferable  after they vest and that,  subject
to Section  8(b)  hereof,  all other  Awards  shall not be  transferable  by the
Participant otherwise than by will or the laws of descent and distribution, by a
qualified legal  representative  in the event of disability or incompetence,  or
pursuant to a qualified  domestic relations order as such term is defined in the
Code or Title I of the  Employee  Retirement  Income  Security  Act of 1974,  as
amended,  or the rules thereunder,  and during the Participant's  lifetime shall
only be exercisable by or paid to the Participant; (e) provide for the treatment
of Awards in the event of the termination of the Participant's  employment;  (f)
provide such other  additional or alternative  terms as may, in the  Committee's
discretion,  be advisable to comply with the exemptive  relief  provided by Rule
16b-3 under the Exchange Act; (g) provide such other terms and  conditions,  not
inconsistent  with the Plan,  as the Committee  may deem  advisable;  and (h) be
signed by the recipient of the Award and a person designated by the Committee.

                  (b) Transferability.  Notwithstanding Section 8(a) hereof, the
Committee  may,  subject to such terms and  conditions  as the  Committee  shall
specify, permit the transfer of an Award to a Participant's family members or to
one or more trusts, partnerships or corporations established in whole or in part
for the benefit of one or more of such family members;  provided,  further, that
the  restrictions  in this  sentence  shall not apply to shares of Common  Stock
received in  connection  with an Award after the date that the  restrictions  on
transferability  of such  shares  set  forth in the  applicable  Agreement  have
lapsed.  During the lifetime of the Participant,  an Option,  Stock Appreciation
Right or similar-type  of Award shall be exercisable  only by the Participant or
by the family member or trust to whom such Option,  Stock  Appreciation Right or
other Award has been transferred in accordance with the previous sentence.

         9.       Terms of Options.
                  ----------------

                  (a) Terms of Options Generally.  Options may be granted to any
Participant  to purchase  such number of shares of Common  Stock and having such
terms as the  Committee  shall  determine  in exchange for payment of the Option
Price in cash, or, in the discretion of the Committee and to the extent provided
in the  applicable  Agreement,  in shares of Common Stock  already  owned by the
Participant,  through  withholding  of Common Stock subject to the Option with a
value equal to the exercise price, in other property acceptable to the Committee
or in any combination of cash, shares of Common Stock or such other property, or
such other  manner of  settlement  of the Option  Price as the  Committee  shall
determine.  Options  granted  under  the Plan  shall  comply  with the terms and
conditions set forth in this Section 9.

                           (i)  Vesting.  Each  Option  shall  vest  and  become
                  exercisable as determined by the Committee and as set forth in
                  the applicable Agreement.

                           (ii)  Duration  of  Options.  Each  Option  shall  be
                  effective  for  such  term  as  shall  be  determined  by  the
                  Committee and set forth in the Agreement;  provided,  however,
                  that  no  Option  shall  be   exercisable   beyond  the  tenth
                  anniversary of the Grant Date of such Option.

                           (iii)  Exercise  Price.  The price at which shares of
                  Common  Stock may be  purchased  under an Option  shall not be
                  less than 100% of the Fair Market Value of the Common Stock on
                  the Grant Date.

                           (iv)  Incentive  Stock  Options  Granted  to  Certain
                  Shareholders. No Incentive Stock Option may be issued pursuant
                  to the terms of the Plan to any  individual  who,  at the time
                  the Option is granted,  owns stock possessing more than 10% of
                  the total combined voting power of all classes of stock of the
                  Company  or any of its  subsidiaries,  unless  (A) the  Option
                  Price  determined as of the Grant Date is at least 110% of the
                  Fair  Market  Value on the Grant  Date of the shares of Common
                  Stock  subject to such  Option,  and (B) the  Incentive  Stock
                  Option is not exercisable  more than five years from the Grant
                  Date thereof.

                  (b) Effect of Exercise on Related  Tandem  Stock  Appreciation
Rights.  The  exercise  of an Option  shall  result in the  cancellation  of any
related Tandem Stock Appreciation Rights on a share-for-share basis.

                  (c)   Limitation   on  Exercise.   The  Option  shall  not  be
exercisable  unless the offer and sale of the Common Stock subject to the Option
has been registered under the Securities Act, or the Company has determined that
an  exemption  from  registration  under the  Securities  Act is  available  and
applicable to the offer and sale of the Common Stock subject to the Option.

                  (d) Delivery of Certificate.  As soon as practicable following
the exercise of an Option,  a certificate in the  Participant's  name evidencing
the appropriate  number of shares of Common Stock issued in connection with such
exercise shall be delivered to the Participant.

         10.      Terms of Stock Appreciation Rights.
                  ----------------------------------

                  (a) Terms of Stock Appreciation  Rights Generally.  Each Stock
Appreciation  Right  granted  under  the Plan  shall  comply  with the terms and
conditions set forth in this Section 10.

                           (i) Grants of Stock Appreciation  Rights. Each Tandem
                  Stock  Appreciation  Right shall  relate to a specific  Option
                  granted  under  the Plan and in the  case of  Incentive  Stock
                  Options may be granted  only  concurrently  with the Option to
                  which it relates.  In the case of Non-qualified Stock Options,
                  Tandem  Stock  Appreciation  Rights may be granted at any time
                  prior  to the  exercise,  termination  or  expiration  of such
                  Option. Free-Standing Stock Appreciation Rights may be granted
                  by the Committee at any time to any Participant.

                           (ii)   Vesting,   Exercise   and  Duration  of  Stock
                  Appreciation  Rights. A Tandem Stock  Appreciation Right shall
                  be  exercisable  by a  Participant  only at such  times as the
                  Option  to  which  it  relates  may  be  exercised,  shall  be
                  forfeited  when the related Option is forfeited and may expire
                  no later  than the  expiration  of the  related  Option.  Each
                  Free-Standing  Stock  Appreciation Right shall vest and become
                  exercisable as determined by the Committee and as set forth in
                  the applicable Agreement.

                           (iii) Value of Stock  Appreciation  Rights.  A vested
                  Stock  Appreciation  Right  shall  entitle  a  Participant  to
                  receive  from the  Company,  upon  exercise  of the right,  an
                  amount  (payable  in the manner  described  in  Section  10(c)
                  hereof) equal to the Fair Market Value on the exercise date of
                  the Stock  Appreciation Right of the total number of shares of
                  Common  Stock  for  which  the  Stock  Appreciation  Right  is
                  exercised,  less (A) in the case of Tandem Stock  Appreciation
                  Rights,  the  Option  Price  that the  Participant  would have
                  otherwise been required to pay to purchase such shares had the
                  Option been exercised  with respect to such shares,  or (B) in
                  the case of a  Free-Standing  Stock  Appreciation  Right,  the
                  Initial Value.

                           (iv)  Number  of  Shares  Covered  by a Tandem  Stock
                  Appreciation  Right.  In no case may the  number  of shares of
                  Common  Stock  covered by a Tandem  Stock  Appreciation  Right
                  exceed  the  number of shares of Common  Stock  covered by the
                  related Option.

                  (b) Effect of Exercise of Tandem Stock  Appreciation  Right on
Related  Option.  The  exercise  of a  Tandem  Stock  Appreciation  Right  shall
automatically   result  in  the   cancellation   of  the  related  Option  on  a
share-for-share basis, and the shares of Common Stock which were related to such
Option shall not again be available for future grants or sales of Awards.

                  (c) Payment.  Payment to a Participant  upon the exercise of a
Stock  Appreciation  Right shall be made as soon as  practicable  following such
exercise and, in the discretion of the Committee, may be made in cash, in shares
of Common Stock or a combination  of cash and shares of Common Stock;  provided,
however,  that payment shall not be made in Common Stock unless the Common Stock
has been registered under the Securities Act, or the Company has determined that
an exemption  under such Act is available  and  applicable  to such exercise and
payment in Common Stock.

                  (d) Delivery of Certificate.  As soon as practicable following
the  exercise  of a Stock  Appreciation  Right  that is paid in whole or part in
Common  Stock,  a certificate  evidencing  the  appropriate  number of shares of
Common Stock issued in connection  with such exercise  shall be delivered to the
Participant.

         11.      Terms of Performance Shares.
                  ---------------------------

                  (a) Terms of Performance Shares Generally.  Performance Shares
may be granted to any  Participant.  The  Performance  Shares granted  hereunder
shall comply with the terms and conditions set forth in this Section 11.

                           (i)  Measurement  of Value of Performance  Shares.  A
                  vested  Performance  Share shall  entitle the  Participant  to
                  receive from the Company,  on such date as the  Committee  may
                  determine in its discretion and as set forth in the applicable
                  Agreement,  the value of the number of shares of Common  Stock
                  determined with reference to attaining Performance Goals for a
                  Performance Period as set forth in the applicable Agreement.

                           (ii) Vesting.  Each  Performance  Share shall vest as
                  determined by the Committee and as set forth in the applicable
                  Agreement,  but in no event  less than one year from the Grant
                  Date.

                  (b)  Payment.  Payment  to a  Participant  with  respect  to a
Performance Share shall be made in the discretion of the Committee, in shares of
Common  Stock,  cash,  or a  combination  of cash and  shares of  Common  Stock;
provided,  however,  that  payment  shall not be made in Common Stock unless the
Common  Stock  has  been  registered  under  the  Securities  Act in  connection
therewith,  or the Company has  determined  that an exemption  under such Act is
available and applicable to such exercise and payment in Common Stock.

                  (c) Delivery of  Certificate.  Upon  payment of a  Performance
Share that is paid in whole or part in Common Stock,  a  certificate  evidencing
the appropriate  number of shares of Common Stock issued in connection with such
exercise shall be delivered to the Participant.

         12.      Terms of Restricted Shares.
                  --------------------------

                  (a) Terms of Restricted  Shares  Generally.  Restricted Shares
may be granted or offered for sale to any Participant,  may be granted solely in
consideration  for services  rendered or to be rendered to the  Company,  or its
subsidiaries or affiliates, and may also be granted in substitution and exchange
for restricted property (within the meaning of Section 83 of the Code) held by a
Participant.  If Restricted Shares are offered for sale hereunder,  the purchase
price shall be payable in cash,  or, in the  discretion  of the Committee and to
the extent  provided  in the  applicable  Agreement,  in shares of Common  Stock
already owned by the  Participant,  in other  property or in any  combination of
cash,  shares of Common  Stock or such other  property.  The  Restricted  Shares
granted or  offered  for sale  under the Plan  shall  comply  with the terms and
conditions set forth in this Section 12.

                  (b) Purchase Price; Offering Period. Restricted Shares offered
for sale shall be sold at a purchase price determined at the time of offering by
the Committee in its discretion and as set forth in the applicable Agreement.

                  (c) Delivery of  Certificate.  At the time of grant or sale of
Restricted  Shares to a Participant,  a certificate  evidencing the  appropriate
number  of  shares  of  Common  Stock  granted  or  sold to the  Participant  as
Restricted Shares shall be issued in the Participant's name but shall be subject
to a substantial risk of forfeiture within the meaning of Section 83 of the Code
and shall be held by the Company for the account of the  Participant  until such
time  as  such  Restricted  Shares  vest  hereunder.   Upon  such  vesting,  the
certificate evidencing such shares shall be delivered to the Participant.

                  (d) Vesting. Each Restricted Share shall vest as determined by
the  Committee and as set forth in the  applicable  Agreement but in no event in
less than three substantially equal annual installments  beginning one year from
the Grant Date.  Notwithstanding  the foregoing,  the vesting of each Restricted
Share which is subject to the attainment of  Performance  Goals for the relevant
Performance  Period established by the Committee shall not vest in less than one
year.

         13.      Certain Adjustments.
                  -------------------

                  (a) Effect of  Reorganization.  Subject to the  provisions  of
Section 14 hereof,  in the event that (i) the Company is merged or  consolidated
with  another  corporation,  (ii) all or  substantially  all the  assets  of the
Company are acquired by another corporation, person or entity, (iii) the Company
is reorganized,  dissolved or liquidated, or (iv) the division or subsidiary for
which a Participant performs services is sold, merged, consolidated, reorganized
or liquidated  (each such event in (i),  (ii),  (iii) or (iv) being  hereinafter
referred to as a  "Reorganization  Event"),  or (v) the Board shall propose that
the Company enter into a Reorganization Event, then the Committee shall (A) make
appropriate  adjustment  in the number  and kind of Common  Stock  reserved  for
Awards that may be granted or offered pursuant to the Plan, and (B) with respect
to then  outstanding  Awards,  make  appropriate  adjustments  to  provide  each
Participant  with a benefit  equivalent  to that  which  he/she  would have been
entitled to had such Reorganization Event not occurred.

                  (b)  Dilution and Other  Adjustments.  In the event of a stock
dividend, stock split, recapitalization,  exchange of shares, warrants or rights
offering to purchase  Common  Stock at a price  substantially  below fair market
value or other similar event  affecting  the Common Stock,  the Committee  shall
adjust the  number  and kind of Common  Stock  reserved  for Awards  that may be
granted  or  offered  pursuant  to the Plan,  and  shall  make any or all of the
following  adjustments that in its discretion it deems necessary or advisable to
provide each Participant with a benefit equivalent to that to which he/she would
have been entitled had such event not occurred:  (i) adjust the number of Awards
granted  or  offered to each  Participant  and the number of Awards  that may be
granted or offered generally  pursuant to the Plan, (ii) adjust the Option Price
of any Options and the Initial Value of any Stock Appreciation Rights, and (iii)
make any  other  adjustments,  or take such  action,  as the  Committee,  in its
discretion, deems appropriate.  Such adjustments shall be conclusive and binding
for all purposes. Unless otherwise determined by the Committee, such adjustments
shall be subject to the same  vesting  schedule  and  restrictions  to which the
underlying  Award is  subject.  No  fractional  shares of Common  Stock shall be
reserved or authorized by any such  adjustment.  In the event of a change in the
Common Stock which is limited to a change in the designation thereof to "Capital
Stock" or other similar designation, or to a change in the par value thereof, or
from par value to no par value,  without  increase  or decrease in the number of
issued shares,  the shares  resulting from any such change shall be deemed to be
Common Stock within the meaning of the Plan.

         14.      Change of Control.
                  -----------------

                  (a)  Notwithstanding  any other  provision  of the Plan or any
Agreement,  the Committee  shall have the authority in its discretion to provide
for the accelerated  vesting and/or payment of Awards (with or without regard to
the achievement of Performance  Goals) in the event of a Change of Control or in
the event of a  determination  by the  Committee  that a Change of  Control  may
occur.

                  (b) For purposes of this Section 14, "Change of Control" means
that any of the following events shall have occurred:

                           (i)  The  Company  is  merged  or   consolidated   or
                  reorganized  into  or  with  another  corporation,  person  or
                  entity,  and as a  result  of such  merger,  consolidation  or
                  reorganization  less than a majority  of the  combined  voting
                  power of the then outstanding  securities of such corporation,
                  person or entity  immediately  after such transaction are held
                  in the  aggregate by the holders of Voting Stock (as that term
                  is hereafter defined) of the Company immediately prior to such
                  transaction;

                           (ii) The Company sells or otherwise  transfers all or
                  substantially  all of its  assets  to any  other  corporation,
                  person or  entity,  and less than a majority  of the  combined
                  voting  power  of  the  then-outstanding  securities  of  such
                  corporation,  person or entity  immediately after such sale or
                  transfer  is held in the  aggregate  by the  holders of Voting
                  Stock  of the  Company  immediately  prior  to  such  sale  or
                  transfer;

                           (iii)  There is a report  filed  on  Schedule  13D or
                  Schedule  14D-1 of the  Exchange  Act by a person other than a
                  person that  satisfies the  requirements  of Rule  13d-1(b)(1)
                  under the Exchange Act for filing such report on Schedule 13G,
                  which report as filed  discloses  that any person (as the term
                  "person" is used in Section  13(d)(3)  or Section  14(d)(2) of
                  the Exchange Act) has become the beneficial owner (as the term
                  "beneficial  owner" is  defined  under  Rule  13d-3  under the
                  Exchange Act) of securities  representing 12.5% or more of the
                  combined  voting  power  of  the  then-outstanding  securities
                  entitled to vote generally in the election of Directors of the
                  Company ("Voting Stock");

                           (iv) The  Company  files a report or proxy  statement
                  with the  Securities and Exchange  Commission  pursuant to the
                  Exchange  Act  disclosing  in response to Form 8-K or Schedule
                  14A that a change in  control of the  Company  has or may have
                  occurred  or will or may occur in the future  pursuant  to any
                  then-existing contract or transaction; or

                           (v) If during  any period of two  consecutive  years,
                  individuals who at the beginning of any such period constitute
                  the   Directors  of  the  Company  cease  for  any  reason  to
                  constitute at least a majority  thereof,  unless the election,
                  or the nomination for election by the Company's  stockholders,
                  of each  Director of the  Company  first  elected  during such
                  period was  approved by a vote of at least  two-thirds  of the
                  Directors  of the  Company  then  still  in  office  who  were
                  Directors of the Company at the beginning of any such period.

                  Notwithstanding  the  foregoing  provisions of Clause (iii) or
                  (iv) hereof, a "Change of Control" shall not be deemed to have
                  occurred  for  purposes  of the Plan  solely  because  (x) the
                  Company,  (y) an  entity  in which  the  Company  directly  or
                  indirectly  beneficially  owns  50%  or  more  of  the  voting
                  securities,  or  (z)  any  Company-sponsored   employee  stock
                  ownership  plan  or any  other  employee  benefit  plan of the
                  Company  (or any  trustee  of any  such  plan on its  behalf),
                  either files or becomes  obligated to file a report or a proxy
                  statement  under or in  response  to  Schedule  13D,  Schedule
                  14D-1,  or Form 8-K or Schedule  14A under the  Exchange  Act,
                  disclosing  beneficial  ownership  by it of  shares  of Voting
                  Stock, whether in excess of 12.5% or otherwise, or because the
                  Company reports that a Change of Control of the Company has or
                  may have occurred or will or may occur in the future by reason
                  of such beneficial ownership.

         15.  Amendment of the Plan.  The Board may at any time and from time to
time modify, amend, suspend or terminate the Plan in whole or in part; provided,
however,  that any amendment which is required by law (including the Code) or by
the rules of any stock  exchange  upon which  shares of Common  Stock are traded
which require  shareholder  approval  thereof shall not be effective  unless and
until such  shareholder  approval has been obtained in compliance with such rule
or law. No termination,  modification or amendment of the Plan may,  without the
consent of the Participant to whom an Award has been granted,  adversely  affect
the rights of such Participant under such Award.

         16.  Termination.  Unless previously  terminated pursuant to Section 15
hereof,  the  Plan  shall  terminate  on the  fifth  anniversary  of the date of
stockholder approval of the Plan, and no further Awards may be granted hereunder
after such date.  Awards then outstanding may continue to be exercised,  vest or
be paid in accordance with their terms.

         17. Use of Proceeds. The proceeds received by the Company from the sale
of Common Stock  pursuant to the sale or exercise of Awards under the Plan shall
be added to the Company's general funds and used for general corporate purposes.

         18.      Miscellaneous.
                  -------------

                  (a) No  Rights  to  Grants  or  Continued  Service.  Except as
expressly provided for in the Plan, no Participant shall have any claim or right
to be granted an Award under the Plan, nor shall any Participant have a right to
receive  payment  of an Award  in any form  other  than as the  Committee  shall
approve.  Neither the Plan nor any action taken  hereunder shall be construed as
giving any  Participant any right to be retained in the employ or service of the
Company.

                  (b) No  Restriction  on Right of Company  to Effect  Corporate
Changes.  Nothing in the Plan shall  affect the right or power of the Company or
its shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations  or other  changes in the  Company's  capital  structure  or its
business,  or any merger or consolidation of the Company, or any issue of stock,
options, warrants or rights to purchase stock or of bonds, debentures, preferred
or prior  preference  stocks  whose  rights are superior to or affect the Common
Stock or the rights thereof or which are convertible  into or  exchangeable  for
Common Stock, or the  dissolution or liquidation of the Company,  or any sale or
transfer of all or any part of its assets or  business,  or any other  corporate
act or proceeding, whether of a similar character or otherwise.

                  (c) Governing Law. The Plan,  and all agreements  entered into
under  the Plan  shall be  construed  in  accordance  with and  governed  by the
internal laws of the State of Delaware.

                  (d)  Withholding.  As a condition  to the making of any Award,
the vesting or payment of any Award or the lapse of the restrictions  pertaining
thereto,  the  Company  may, in the  discretion  of the  Committee,  require the
Participant  to pay such sum to the Company as may be necessary to discharge the
Company's   obligations  with  respect  to  any  taxes,   assessments  or  other
governmental  charges  imposed on property or income  received by a  Participant
pursuant to the Plan. In the discretion of the Committee, such payment may be in
the form of cash or other  property.  In the  discretion of the  Committee,  the
Company  may  make  available  for  delivery  a  lesser  number  of  shares,  in
satisfaction of such taxes,  assessments or other governmental  charges.  At the
discretion of the Committee, the Company may deduct or withhold from any payment
or  distribution  to a  Participant  whether or not pursuant to the Plan. In the
discretion  of the  Committee,  the Company may offer loans to  Participants  to
satisfy  withholding  requirements on such terms as the Committee may determine,
which loans may be non-interest bearing.

                  (e)  Shareholder  Rights.  A  Participant  shall  not have any
dividend, voting or other stockholder rights by reason of any Award prior to the
Participant  becoming the record holder on the books of the Company of shares of
Common  Stock  pursuant  to such  Award,  and no  adjustment  shall  be made for
dividends or distributions or other rights in respect of any share for which the
record  date is prior to the date upon which the  Participant  shall  become the
holder of record thereof;  provided,  however, that a Participant shall have all
rights of a shareholder as to any  Restricted  Shares sold or granted to him/her
(except  for  any   applicable   risk  of   forfeiture   and   restrictions   on
transferability), including the right to receive dividends and the right to vote
for  directors  and  upon  other  matters  in  accordance   with  the  Company's
Certificate of Incorporation;  and provided, further, that the Participant shall
not have the right to transfer, sell, hypothecate,  pledge or otherwise alienate
any unvested Restricted Shares.

                  (f)  Headings.  The  headings of Sections  herein are included
solely for  convenience  of reference and shall not affect the meaning of any of
the provisions of the Plan.

November 5, 1998
As amended and restated April 26, 2000.