Exhibit 10.5


                           ORTHOFIX INTERNATIONAL N.V.
               AMENDED AND RESTATED 2004 LONG-TERM INCENTIVE PLAN
                      adopted by the Board: April 15, 2004
                     approved by shareholders: June 29, 2004
                     amended and restated: November 5, 2004

1.       Purposes of the Plan

                  The purposes of the Plan are to provide an incentive to
certain officers, employees, directors and consultants of the Company and its
Subsidiaries to increase their interest in the Company's success by offering
them an opportunity to obtain a proprietary interest in the Company through the
grant of equity-based awards.

2.       Definitions and Rules of Construction

                  (a)   Definitions. For purposes of the Plan, the following
capitalized words shall have the meanings set forth below:

                  "Award" means an Option, Restricted Share Unit, Performance
         Share Unit, Stock Appreciation Right or Other Award granted by the
         Committee pursuant to the terms of the Plan.

                  "Award Document" means an agreement, certificate or other type
         or form of document or documentation approved by the Committee which
         sets forth the terms and conditions of an Award. An Award Document may
         be in written, electronic or other media, may be limited to a notation
         on the books and records of the Company and, unless the Committee
         requires otherwise, need not be signed by a representative of the
         Company or a Participant.

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

                  "CEO" means the Chief Executive Officer of the Company.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Committee" means the Compensation Committee of the Board or
         such other committee appointed by the Board to administer the Plan.

                  "Common Shares" means the Common Shares of the Company, par
         value $0.10 per share, or such other class of shares or other
         securities as may be applicable under Section 13(b) of the Plan.

                  "Company" means Orthofix International N.V. or any successor
         to substantially all of its business.

                  "Discounted Option" means a Nonqualified Stock Option or a
         Stock Appreciation Right with an exercise price that is below Fair
         Market Value per share on the date of grant (or, if the exercise price
         is not fixed on the date of grant, on such date as the exercise price
         is fixed).

                  "Effective Date" means the date on which the Plan is approved
         by the shareholders of the Company.

                  "Eligible Individual" means an individual described in Section
         4(a) of the Plan.


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                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended, and the rules and regulations thereunder.

                  "Fair Market Value" means, with respect to a Common Share, the
         fair market value thereof as of the relevant date of determination, as
         determined in accordance with a valuation methodology approved by the
         Committee.

                  "Incentive Stock Option" means an Option that is intended to
         comply with the requirements of Section 422 of the Code or any
         successor provision thereto.

                  "Nonqualified Stock Option" means an Option that is not
         intended to comply with the requirements of Section 422 of the Code or
         any successor provision thereto.

                  "Option" means an Incentive Stock Option or Nonqualified Stock
         Option granted pursuant to Section 7 of the Plan.

                  "Other Award" means any form of Award other than an Option,
         Restricted Share Unit, Performance Share Unit or Stock Appreciation
         Right granted pursuant to Section 11 of the Plan.

                  "Participant" means an Eligible Individual who has been
         granted an Award under the Plan.

                  "Performance Period" means the period established by the
         Committee and set forth in the applicable Award Document over which
         Performance Targets are measured.

                  "Performance Share Unit" means a right to receive a Target
         Number of Common Shares (or cash, if applicable) payable at the end of
         a Performance Period, subject to the Participant's continued employment
         and the achievement of the applicable Performance Targets, granted
         pursuant to Section 9 of the Plan.

                  "Performance Target" means the targets established by the
         Committee and set forth in the applicable Award Document.

                  "Plan" means the Orthofix International N.V. Amended and
         Restated 2004 Long-Term Incentive Plan as described herein.

                  "Prior Plan" means the Orthofix International N.V. Staff Share
         Option Plan.

                  "Restricted Share Unit" means a right to receive a Common
         Share (or cash, if applicable) in the future, subject to time vesting
         and the Participant's continued employment with the Company, granted
         pursuant to Section 8 of the Plan.

                  "Stock Appreciation Right" means a right to receive all or
         some portion of the appreciation on Common Shares granted pursuant to
         Section 10 of the Plan.

                  "Subsidiary" means (i) a domestic or foreign corporation or
         other entity with respect to which the Company, directly or indirectly,
         has the power, whether through the ownership of voting securities, by
         contract or otherwise, to elect at least a majority of the members of
         such corporation's board of directors or analogous governing body or
         (ii) any other domestic or foreign corporation or other entity in which
         the Company, directly or indirectly, has an equity or similar interest
         and which the Committee designates as a Subsidiary for purposes of the
         Plan. For


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         purposes of determining eligibility for the grant of Incentive Stock
         Options under the Plan, the term "Subsidiary" shall be defined in the
         manner required by Section 424(f) of the Code.

                  "Target Number" means the target number of Common Shares
         established by the Committee and set forth in the applicable Award
         Document.

                  (b)   Rules of Construction. The masculine pronoun shall be
deemed to include the feminine pronoun and the singular form of a word shall be
deemed to include the plural form, unless the context requires otherwise. Unless
the text indicates otherwise, references to sections are to sections of the
Plan.

3.       Administration

                  (a)   Committee. The Plan shall be administered by the
Committee, which shall have full power and authority, subject to the express
provisions hereof, to:

                  (i)   select the Participants from the Eligible Individuals;

                  (ii)  grant Awards in accordance with the Plan;

                  (iii) determine the number of Common Shares subject to each
         Award or the cash amount payable in connection with an Award;

                  (iv)  determine the terms and conditions of each Award,
         including, without limitation, those related to term, vesting,
         forfeiture, payment, settlement, exercisability, Performance Periods,
         Performance Targets, Target Numbers, and the effect, if any, of a
         Participant's termination of employment with the Company or any of its
         Subsidiaries or a change in control of the Company, and including the
         authority to amend the terms and conditions of an Award after the
         granting thereof to a Participant in a manner that is not, without the
         consent of the Participant, prejudicial to the rights of such
         Participant in such Award;

                  (v)   specify and approve the provisions of the Award
         Documents delivered to Participants in connection with their Awards;

                  (vi)  construe and interpret any Award Document delivered
         under the Plan;

                  (vii) prescribe, amend and rescind rules and procedures
         relating to the Plan;

                 (viii) employ such legal counsel, independent auditors and
         consultants as it deems desirable for the administration of the Plan
         and to rely upon any opinion or computation received therefrom;

                  (ix)  vary the terms of Awards to take account of tax,
         securities law and other regulatory requirements of foreign
         jurisdictions; and

                  (x)   make all other determinations and take any other action
         desirable or necessary to interpret, construe or implement properly the
         provisions of the Plan or any Award Document.

                  (b)   Plan Construction and Interpretation. The Committee
shall have full power and authority, subject to the express provisions hereof,
to construe and interpret the Plan.


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                  (c)   Determinations of Committee Final and Binding. All
determinations by the Committee in carrying out and administering the Plan and
in construing and interpreting the Plan shall be final, binding and conclusive
for all purposes and upon all persons interested herein.

                  (d)   Delegation of Authority. The Committee may designate one
or more of its members or persons other than its members to carry out its
responsibilities under such conditions or limitations as it may set, except that
the Committee may not delegate its authority with regard to Awards (including
decisions concerning the timing, pricing and amount of Common Shares subject to
an Award) granted to Eligible Individuals (i) who are officers or directors for
purposes of Section 16(b) of the Exchange Act or (ii) whose compensation for
such fiscal year may be subject to the limit on deductible compensation pursuant
to Section 162(m) of the Code.

                  (e)   Liability of Committee. No member of the Board or
Committee, the CEO, or any officer or employee of the Company to whom any duties
or responsibilities are delegated hereunder shall be liable for any action or
determination made in connection with the operation, administration or
interpretation of the Plan and the Company shall indemnify, defend and hold
harmless each such person from any liability arising from or in connection with
the Plan, except where such liability results directly from such person's fraud,
willful misconduct or failure to act in good faith. In the performance of its
responsibilities 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.

                  (f)   Action by the Board. Anything in the Plan to the
contrary notwithstanding, any authority or responsibility that, under the terms
of the Plan, may be exercised by the Committee may alternatively be exercised by
the Board.

4.       Eligibility

                  (a)   Eligible Individuals. Awards may be granted to officers,
employees, directors and consultants of the Company or any of its Subsidiaries.
The Committee shall have the authority to select the persons to whom Awards may
be granted and to determine the number and terms of Awards to be granted to each
such Participant. Under this Plan, references to "employment," "employed," etc.
include Participants who are consultants of the Company or its Subsidiaries.

                  (b)   Grants to Participants. The Committee shall have no
obligation to grant any Eligible Individual an Award or to designate an Eligible
Individual as a Participant solely by reason of such Eligible Individual having
received a prior Award or having been previously designated as a Participant.
The Committee may grant more than one Award to a Participant and may designate
an Eligible Individual as a Participant for overlapping periods of time.

5.       Common Shares Subject to the Plan

                  (a)   Plan Limit. The maximum number of shares of Common
Shares that may be awarded for all purposes under the Plan shall be the
aggregate of:

                  (i)   2,000,000 shares;

                  (ii)  the number of shares previously authorized but not
         reserved for options under the Prior Plan as of the date the Plan is
         approved; and


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                  (iii) any shares corresponding to an award, or portion
         thereof, under the Prior Plan that are forfeited or expire for any
         reason without having been exercised or settled after the date the Plan
         is approved (collectively, the "Plan Limit").

Shares issued upon exercise of Awards may be either authorized and unissued
shares or shares held by the Company in its treasury.

                  (b)   Rules Applicable to Determining Shares Available for
Issuance. For purposes of determining the number of Common Shares that remain
available for issuance under the Plan, the number of Common Shares corresponding
to Awards under the Plan that are forfeited or expire for any reason without
having been exercised or settled, the number of Common Shares tendered or
withheld to pay the exercise price of an Award and the number of shares withheld
from any Award to satisfy a Participant's tax withholding obligations shall be
added back to the Plan Limit and again be available for the grant of Awards.

                  (c)   Special Limits. Anything to the contrary in Section 5(a)
above notwithstanding, but subject to Section 13(b), the following special
limits shall apply to Common Shares available for Awards under the Plan:

                  (i)   the maximum number of Common Shares that, in the
         aggregate, may be subject to Discounted Options, Restricted Stock Units
         payable in Common Shares, Performance Share Units payable in Common
         Shares, and Other Awards payable in Common Shares shall equal 400,000
         shares; provided, however, that in no event shall the number of Common
         Shares subject to Discounted Options and Other Awards payable in Common
         Shares exceed 200,000 shares;

                  (ii)  the maximum number of Common Shares that may be subject
         to Options granted to any Eligible Individual in any calendar year
         shall equal 200,000 shares, plus any shares which were available under
         this Section 5(c)(ii) for Awards to such Eligible Individual in any
         prior calendar year but which were not covered by such Awards; and

                  (iii) the maximum number of Common Shares that may be subject
         to Restricted Share Units, Performance Share Units, Stock Appreciation
         Rights or Other Awards granted to any Eligible Individual in any
         calendar year shall equal 200,000 shares, plus any shares which were
         available under this Section 5(c)(iii) for Awards to such Eligible
         Individual in any prior calendar year but which were not covered by
         such Awards.

6.       Awards in General

                  (a)   Types of Awards. Awards under the Plan may consist of
Options, Restricted Share Units, Performance Share Units, Stock Appreciation
Rights and Other Awards. Any Award described in Sections 7 through 11 of the
Plan may be granted singly or in combination or tandem with any other Awards, as
the Committee may determine. Awards under the Plan may be made in combination
with, in replacement of, or as alternatives to awards or rights under any other
compensation or benefit plan of the Company, including the plan of any acquired
entity.

                  (b)   Terms Set Forth in Award Document. The terms and
conditions of each Award shall be set forth in an Award Document in a form
approved by the Committee for such Award, which shall contain terms and
conditions not inconsistent with the Plan. The terms of Awards may vary among
Participants and the Plan does not impose upon the Committee any requirement to
make Awards subject to uniform terms. Accordingly, the terms of individual Award
Documents may vary.


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                  (c)   Minimum Vesting Requirements. All Awards shall be
subject to the following minimum vesting requirements:

                  (i)   An Award that is not intended to be "performance-based
         compensation" (as described below in Section 6(g)) shall vest or the
         restrictions applicable to such Award shall lapse, as the case may be,
         no sooner than a rate of thirty three and one-third percent (33 1/3%)
         per year on each of the first (1st), second (2nd) and third (3rd)
         anniversaries of the date of grant; provided, however, that the
         exercisability of any portion of an Award relating to a fractional
         share shall be deferred until such time, if any, that such portion can
         be exercised as a whole Common Share; provided further, that in no
         event shall the number of Common Shares underlying all Awards granted
         to a member of the Board who is not an employee of the Company or its
         Subsidiaries that vest or with respect to which restrictions lapse, as
         the case may be, during any fiscal year of the Company exceed 6,000
         Common Shares.

                  (ii)  An Award that is intended to be "performance-based
         compensation" (as described below in Section 6(g)) shall vest or the
         restrictions applicable to such Award shall lapse, as the case may be,
         no sooner than twelve (12) months following the date of grant; provided
         further, that in no event shall the number of Common Shares underlying
         all Awards granted to a member of the Board who is not an employee of
         the Company or its Subsidiaries that vest or with respect to which
         restrictions lapse, as the case may be, during any fiscal year of the
         Company exceed 6,000 Common Shares.

                  Notwithstanding any of the foregoing, the Committee may, in
its sole discretion, accelerate the vesting or the lapse of restrictions of an
Award in the event of a Participant's termination of employment or a Change in
Control of the Company in accordance with Section 6(d).

                  (d)   Termination of Employment and Change in Control. The
Committee shall specify at or after the time of grant of an Award the provisions
governing the disposition of an Award in the event of a Participant's
termination of employment with the Company or any of its Subsidiaries. In
connection with a Participant's termination of employment, the Committee shall
have the discretion to accelerate the vesting, exercisability or settlement of,
eliminate the restrictions and conditions applicable to, or extend the
post-termination exercise period of an outstanding Award, which provisions may
be specified in the applicable Award Document or determined at a subsequent
time. Similarly, the Committee shall have full authority to determine the
effect, if any, of a change in control of the Company on the vesting,
exercisability, settlement, payment or lapse of restrictions applicable to an
Award, which effect may be specified in the applicable Award Document or
determined at a subsequent time.

                  (e)   Dividends and Dividend Equivalents. The Committee may
provide Participants with the right to receive dividends or payments equivalent
to dividends or interest with respect to an outstanding Award, which payments
can either be paid currently or deemed to have been reinvested in Common Shares,
and can be made in Common Shares, cash or a combination thereof, as the
Committee shall determine.

                  (f)   Rights of a Shareholder. A Participant shall have no
rights as a shareholder with respect to Common Shares covered by an Award until
the date the Participant or his nominee becomes the holder of record of such
shares. No adjustment shall be made for dividends or other rights for which the
record date is prior to such date, except as provided in Section 13(b).

                  (g)   Performance-Based Awards. The Committee may determine
whether any Award under the Plan is intended to be "performance-based
compensation" as that term is used in Section 162(m) of the Code. Any such
Awards designated to be "performance-based compensation" shall be


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conditioned on the achievement of one or more Performance Targets, to the extent
required by Section 162(m) of the Code. The Performance Targets that may be used
by the Committee for such Awards will be based on measurable and attainable
financial goals for the Company, one or more of its operating divisions or
Subsidiaries or any combination of the above such as net income, net revenue,
cash flow, operating margin, operating revenue, pre-tax income, pre-tax
operating income, operating income growth, return on assets, total shareholder
return, share price, return on equity, diluted earnings per share or earnings
per share growth, or a combination thereof as selected by the Committee, and
quantifiable non-financial goals. Each Participant is assigned a Target Number
payable if Performance Targets are achieved. If a Participant's performance
exceeds such Participant's Performance Targets, Awards may be greater than the
Target Number, but may not exceed 200% of such Participant's Target Number. The
Committee retains the right to reduce any Award if it believes that individual
performance does not warrant the Award calculated by reference to the result. In
the event that all members of the Committee are not "outside directors" as that
term is defined in Section 162(m) of the Code, the grant and terms of Awards
intended to qualify as "performance-based compensation" will be made by a
subcommittee of the Committee consisting of two or more "outside directors" for
purposes of Section 162(m) of the Code.

                  (h)   Awards to Non-Employee Directors. The Committee may
grant Awards to members of the Board who are not employees of the Company or its
Subsidiaries; provided, however, that the number of Common Shares underlying
Awards granted to each non-employee director shall not exceed 30,000 Common
Shares during any consecutive sixty (60)-month period; provided further, that
the vesting requirements set forth in Section 6(c) above are satisfied.

7.       Terms and Conditions of Options

                  (a)   General. The Committee, in its discretion, may grant
Options to eligible Participants subject to the terms and conditions herein and
shall determine whether such Options shall be Incentive Stock Options or
Nonqualified Stock Options. Each Option shall be evidenced by an Award Document
that shall expressly identify the Option as an Incentive Stock Option or
Nonqualified Stock Option, and be in such form and contain such provisions as
the Committee shall from time to time deem appropriate.

                  (b)   Exercise Price. The exercise price of an Option shall be
fixed by the Committee at the time of grant or shall be determined by a method
specified by the Committee at the time of grant; provided, however, that the
exercise price of an Option shall not be less than 100% of the Fair Market Value
per share on the date of grant unless, subject to the limitations on Discounted
Options set forth in Section 5(c)(i), the Committee elects to set the exercise
price below Fair Market Value on the date of grant (or, if the exercise price is
not fixed on the date of grant, on such date as the exercise price is fixed).
Payment of the exercise price of an Option shall be made in any form approved by
the Committee at the time of grant.

                  (c)   Term. An Option shall be effective for such term as
shall be determined by the Committee and as set forth in the Award Document
relating to such Option, and the Committee may extend the term of an Option
after the time of grant; provided, however, that the term of an Option may in no
event extend beyond the tenth anniversary of the date of grant of such Option.

                  (d)   Incentive Stock Options. The exercise price per share of
an Incentive Stock Option may not be less than 100% of the Fair Market Value per
share on the date of grant. No Incentive Stock Option may be issued pursuant to
the Plan to any individual who, at the time the Incentive Stock 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 (i)
the exercise price determined as of the date of grant is at least 110% of the
Fair Market Value on the date of grant of the Common Shares subject to


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such Incentive Stock Option and (ii) the Incentive Stock Option is not
exercisable more than five years from the date of grant thereof. No Participant
shall be granted any Incentive Stock Option which would result in such
Participant receiving a grant of Incentive Stock Options that would have an
aggregate Fair Market Value in excess of $100,000, determined as of the time of
grant, that would be exercisable for the first time by such Participant during
any calendar year. The terms of any Incentive Stock Option granted under the
Plan shall comply in all respects with the provisions of Section 422 of the
Code, or any successor provision thereto, and any regulations promulgated
thereunder.

8.       Terms and Conditions of Restricted Share Units

                  The Committee is authorized to grant Restricted Share Units to
Eligible Individuals subject to the terms and conditions herein. A Restricted
Share Unit shall entitle a Participant to receive, subject to the terms,
conditions and restrictions set forth in the Plan and applicable Award Document,
one or more Common Shares in consideration of the Participant's employment with
the Company or any of its Subsidiaries. If and when the forfeiture provisions
lapse, the Restricted Share Units shall become Common Shares owned by the
corresponding Participant or, at the sole discretion of the Committee, cash, or
a combination of cash and Common Shares, with a value equal to the Fair Market
Value of the shares at the time of payment.

9.       Terms and Conditions of Performance Share Units

                  The Committee is authorized to grant Performance Share Units
to Eligible Individuals subject to the terms and conditions herein. A
Performance Share Unit shall entitle a Participant to receive, subject to the
terms, conditions and restrictions set forth in the Plan and applicable Award
Document, a Target Number of Common Shares based upon the achievement of
Performance Targets over the applicable Performance Period. At the sole
discretion of the Committee, Performance Share Units shall be settled through
the delivery of Common Shares or cash, or a combination of cash and Common
Shares, with a value equal to the Fair Market Value of the Common Shares as of
the last day of the applicable Performance Period.

10.      Stock Appreciation Rights

                  (a)   General. The Committee is authorized to grant Stock
Appreciation Rights to Eligible Individuals subject to the terms and conditions
herein. A Stock Appreciation Right shall entitle a Participant to receive, upon
satisfaction of the conditions to payment specified in the applicable Award
Document, an amount equal to the excess, if any, of the Fair Market Value on the
exercise date of the number of Common Shares for which the Stock Appreciation
Right is exercised, over the exercise price for such Stock Appreciation Right
specified in the applicable Award Document. The exercise price per share of
Common Shares covered by a Stock Appreciation Right shall be fixed by the
Committee at the time of grant or, alternatively, shall be determined by a
method specified by the Committee at the time of grant, provided, however, that
the exercise price of a Stock Appreciation Right shall not be less than 100% of
the Fair Market Value per share on the date of grant unless, subject to the
limitations on Discounted Options set forth in Section 5(c)(i), the Committee
elects to set the exercise price below Fair Market Value on the date of grant
(or, if the exercise price is not fixed on the date of grant, on such date as
the exercise price is fixed). At the sole discretion of the Committee, payments
to a Participant upon exercise of a Stock Appreciation Right may be made in cash
or Common Shares, or in a combination of cash and Common Shares, having an
aggregate Fair Market Value as of the date of exercise equal to such cash
amount.

                  (b)   Stock Appreciation Rights in Tandem with Options. A
Stock Appreciation Right granted in tandem with an Option may be granted either
at the same time as such Option or subsequent


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thereto. If granted in tandem with an Option, a Stock Appreciation Right shall
cover the same number of Common Shares as covered by the Option (or such lesser
number of shares as the Committee may determine) and shall be exercisable only
at such time or times and to the extent the related Option shall be exercisable,
and shall have the same term and exercise price as the related Option (which, in
the case of a Stock Appreciation Right granted after the grant of the related
Option, may be less than the Fair Market Value per share on the date of grant of
the tandem Stock Appreciation Right). Upon exercise of a Stock Appreciation
Right granted in tandem with an Option, the related Option shall be canceled
automatically to the extent of the number of shares covered by such exercise;
conversely, if the related Option is exercised as to some or all of the shares
covered by the tandem grant, the tandem Stock Appreciation Right shall be
canceled automatically to the extent of the number of shares covered by the
Option exercise.

11.      Other Awards

                  Subject to the terms and conditions herein, the Committee
shall have the authority to specify the terms and provisions of other forms of
equity-based or equity-related Awards not described above that the Committee
determines to be consistent with the purpose of the Plan and the interests of
the Company, which Awards may provide for cash payments based in whole or in
part on the value or future value of Common Shares, for the acquisition or
future acquisition of Common Shares, or any combination thereof.

12.      Certain Restrictions

                  (a)   Transfers. Unless the Committee determines otherwise on
or after the date of grant, no Award shall be transferable other than by will or
by the laws of descent and distribution or pursuant to a domestic relations
order; provided, however, that the Committee may, in its discretion and subject
to such terms and conditions as it shall specify, permit the transfer of an
Award for no consideration to a Participant's family members or to one or more
trusts or partnerships established in whole or in part for the benefit of one or
more of such family members (collectively, "Permitted Transferees"). Any Award
transferred to a Permitted Transferee shall be further transferable only by will
or the laws of descent and distribution or, for no consideration, to another
Permitted Transferee of the Participant. The Committee may in its discretion
permit transfers of Awards other than those contemplated by this Section 12(a).

                  (b)   Award Exercisable Only by Participant. During the
lifetime of a Participant, an Award shall be exercisable only by the Participant
or by a Permitted Transferee to whom such Award has been transferred in
accordance with Section 12(a). The grant of an Award shall impose no obligation
on a Participant to exercise or settle the Award.

13.      Recapitalization or Reorganization

                  (a)   Authority of the Company and Stockholders. The existence
of the Plan, the Award Documents and the Awards granted hereunder shall not
affect or restrict in any way the right or power of the Company or the
shareholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or business, any merger or consolidation of the Company, any issue of
stock or of 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 Shares or the rights thereof or which are convertible into or
exchangeable for Common Shares, 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.


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                  (b)   Change in Capitalization. Notwithstanding any provision
of the Plan or any Award Document, the number and kind of shares authorized for
issuance under Section 5, including the maximum number of shares available under
the special limits provided for in Section 5(c), may be equitably adjusted in
the sole discretion of the Committee in the event of a stock split, stock
dividend, recapitalization, reorganization, merger, consolidation, extraordinary
dividend, split-up, spin-off, combination, exchange of shares, warrants or
rights offering to purchase Common Shares at a price substantially below Fair
Market Value or other similar corporate event affecting the Common Shares in
order to preserve, but not increase, the benefits or potential benefits intended
to be made available under the Plan. In addition, upon the occurrence of any of
the foregoing events, the number of outstanding Awards and the number and kind
of shares subject to any outstanding Award and the exercise price per share, if
any, under any outstanding Award may be equitably adjusted (including by payment
of cash to a Participant) in the sole discretion of the Committee in order to
preserve the benefits or potential benefits intended to be made available to
Participants granted Awards. Such adjustments shall be made by the Committee, in
its sole discretion, whose determination as to what adjustments shall be made,
and the extent thereof, shall be final. Unless otherwise determined by the
Committee, such adjusted Awards shall be subject to the same restrictions and
vesting or settlement schedule to which the underlying Award is subject.

14.      Term of the Plan

                  Unless earlier terminated pursuant to Section 16, the Plan
shall terminate on the 10th anniversary of the Effective Date, except with
respect to Awards then outstanding. No Awards may be granted under the Plan
after the 10th anniversary of the Effective Date.

15.      Effective Date

                  The Plan shall become effective on the Effective Date;
provided, however, that, if the Plan is not approved by the shareholders upon
submission to them for approval, the Plan shall be void ab initio and of no
further force and effect.

16.      Amendment and Termination

                  Notwithstanding anything herein to the contrary, the Board
may, at any time, terminate or, from time to time, amend, modify or suspend the
Plan; provided, however, that no termination, amendment, modification or
suspension of the Plan shall materially and adversely alter or impair the rights
of a Participant in any Award previously made under the Plan without the consent
of the holder thereof and no amendment which (i) increases the Plan Limit or
(ii) permits a reduction in the exercise price of Options or Stock Appreciation
Rights under circumstances other than in connection with a transaction or event
described in Section 13(b), shall be effective without shareholder approval.

17.      Miscellaneous

                  (a)   Tax Withholding. The Company or a Subsidiary, as
appropriate, may require any individual entitled to receive a payment in respect
of an Award to remit to the Company, prior to such payment, an amount sufficient
to satisfy any applicable tax withholding requirements. In the case of an Award
payable in Common Shares, the Company or a Subsidiary, as appropriate, may
permit such individual to satisfy, in whole or in part, such obligation to remit
taxes by directing the Company to withhold shares that would otherwise be
received by such individual or to repurchase shares that were issued to such
individual to satisfy the minimum statutory withholding rates for any applicable
tax withholding purposes, in accordance with all applicable laws and pursuant to
such rules as the Committee may establish from time to time. The Company or a
Subsidiary, as appropriate, shall also have the right


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to deduct from all cash payments made to a Participant (whether or not such
payment is made in connection with an Award) any applicable taxes required to be
withheld with respect to such payments.

                  (b)   No Right to Awards or Employment. No person shall have
any claim or right to receive Awards under the Plan. Neither the Plan, the grant
of Awards under the Plan, nor any action taken or omitted to be taken under the
Plan shall be deemed to create or confer on any Eligible Individual any right to
be retained in the employ of the Company or any Subsidiary or other affiliate
thereof, or to interfere with or to limit in any way the right of the Company or
any Subsidiary or other affiliate thereof to terminate the employment of such
Eligible Individual at any time.

                  (c)   Section 16(b) of the Exchange Act. The Plan is intended
to comply in all respects with Section 16(b) of the Exchange Act.
Notwithstanding anything contained in the Plan or any Award Document under the
Plan to the contrary, if the consummation of any transaction under the Plan, or
the taking of any action by the Committee in connection with a change in control
of the Company, would result in the possible imposition of liability on a
Participant pursuant to Section 16(b) of the Exchange Act, the Committee shall
have the right, in its sole discretion, but shall not be obligated, to defer
such transaction or the effectiveness of such action to the extent necessary to
avoid such liability, but in no event for a period longer than 180 days.

                  (d)   Section 162(m) of the Code.  The Plan is intended to
comply in all respects with Section 162(m) of the Code.

                  (e)   Awards to Individuals Subject to Non-U.S. Jurisdictions.
To the extent that Awards under the Plan are awarded to individuals who are
domiciled or resident outside of the United States or to persons who are
domiciled or resident in the United States but who are subject to the tax laws
of a jurisdiction outside of the United States, the Committee may adjust the
terms of the Awards granted hereunder to such persons (i) to comply with the
laws of such jurisdiction and (ii) to permit the grant of the Award not to be a
taxable event to the Participant. The authority granted under the previous
sentence shall include the discretion for the Committee to adopt, on behalf of
the Company, one or more sub-plans applicable to separate classes of Eligible
Individuals who are subject to the laws of jurisdictions outside of the United
States.

                  (f)   Securities Law Restrictions. An Award may not be
exercised or settled and no Common Shares may be issued in connection with an
Award unless the issuance of such shares has been registered under the
Securities Act of 1933, as amended, and qualified under applicable state "blue
sky" laws and any applicable foreign securities laws, or the Company has
determined that an exemption from registration and from qualification under such
state "blue sky" laws is available. The Committee may require each Participant
purchasing or acquiring Common Shares pursuant to an Award under the Plan to
represent to and agree with the Company in writing that such Eligible Individual
is acquiring the Common Shares for investment purposes and not with a view to
the distribution thereof. All certificates for Common Shares delivered under the
Plan shall be subject to such stock-transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any exchange upon which
the Common Shares are then listed, and any applicable securities law, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.

                  (g)   Award Document. In the event of any conflict or
inconsistency between the Plan and any Award Document, the Plan shall govern and
the Award Document shall be interpreted to minimize or eliminate any such
conflict or inconsistency.


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<PAGE>


                  (h)   Application of Funds. The proceeds received by the
Company from the sale of Common Shares pursuant to Awards will be used for
general corporate purposes.

                  (i)   Governing Law. The Plan and all agreements entered into
under the Plan shall be construed in accordance with and governed by the laws of
the State of New York and without giving effect to principles of conflicts of
laws.


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