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                                                                     EXHIBIT 4.9

                    1998 STOCK AND PERFORMANCE INCENTIVE PLAN
                                 OF CONOCO INC.

               (AS AMENDED AND RESTATED EFFECTIVE OCTOBER 8, 2001)

                                    RECITALS


                  Conoco Inc. (the "Company") established the 1998 Stock and
Performance Incentive Plan of Conoco Inc. (the "Plan") effective October 16,
1998. Paragraph 5 specifies the number of shares of Common Stock with respect to
which awards may be granted under the Plan. Paragraph 14 reserves to the Board
the right to amend the Plan. Paragraph 16 provides that in the event of certain
transactions, including a reorganization, the Board is authorized to (a) issue
or assume Awards by means of substitution of new Awards, as appropriate, for
previously issued Awards or an assumption of previously issued Awards as part of
such adjustment or (b) to cancel Awards that are Options or SARs and give the
Participants who are the holders of such Awards notice and opportunity to
exercise for 30 days prior to such cancellation.

                  The Company intends to reclassify its Class A Common Stock and
Class B Common Stock into a single class of new common stock ("Common Stock") by
merging Conoco Delaware I, Inc., a wholly owned subsidiary of the Company
("Merger Sub"), with and into the Company (the "Merger"), pursuant to an
Agreement and Plan of Merger, dated as of July 17, 2001, between the Company and
Merger Sub. In connection with the Merger and pursuant to their authority under
Paragraph 14, the Board has authorized this amendment and restatement of the
Plan to provide for the issuance of Awards with respect to the new class of
Common Stock, such amendment and restatement to become effective upon the
effective time of the Merger (October 8, 2001). In addition, in connection with
the Merger and effective upon the effective time thereof, pursuant to its
authority under Paragraph 16, the Board will substitute a new Award for each
previously issued outstanding Award. The new Award will apply to a number of
shares of Common Stock equal to the total number of shares of Conoco Class A
Common Stock and Class B Common Stock for which the previously issued
outstanding Award has not been exercised, and shall provide for the same
exercise price and the same other terms and conditions as those applicable under
the previously issued outstanding Award.

                  Further, effective upon approval by the stockholders of the
Company, the Board has authorized the Plan to be amended to increase the number
shares of Common Stock available for Awards under the Plan.

                  Now, therefore, the Company hereby amends and restates the
Plan, effective as set forth in paragraph 20 hereof, to read as follows:

         1. Plan. The Plan was adopted by the Company to reward certain
corporate officers and key employees of Conoco Inc., certain independent
contractors and nonemployee directors of Conoco Inc. by providing for certain
cash benefits and by enabling them to acquire shares of Common Stock of Conoco
Inc.


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         2. Objectives. The purpose of this Amended and Restated 1998 Stock and
Performance Incentive Plan of Conoco Inc. is to further the interests of the
Company, its Subsidiaries and its shareholders by providing incentives in the
form of Awards to key employees, independent contractors and directors who can
contribute materially to the success and profitability of the Company and its
Subsidiaries and to provide for issuance of Awards in connection with the
"Option Program" under which certain existing DuPont awards were canceled at the
election of the holders. Such Awards will recognize and reward outstanding
performances and individual contributions and give Participants in the Plan an
interest in the Company parallel to that of the shareholders, thus enhancing the
proprietary and personal interest of such Participants in the Company's
continued success and progress. This Plan will also enable the Company and its
Subsidiaries to attract and retain such employees, independent contractors and
directors.

         3. Definitions. As used herein, the terms set forth below shall have
the following respective meanings:

                  "Annual Director Award Date" means, for each year beginning on
or after the IPO Closing Date, the first business day of the month next
succeeding the date upon which the annual meeting of stockholders of the Company
is held in such year.

                  "Authorized Officer" means the Chairman of the Board or the
Chief Executive Officer of the Company (or any other senior officer of the
Company to whom either of them shall delegate the authority to execute any Award
Agreement, where applicable).

                  "Award" means an Employee Award, a Director Award or an
Independent Contractor Award.

                  "Award Agreement" means any Employee Award Agreement, Director
Award Agreement or Independent Contractor Award Agreement.

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

                  "Cash Award" means an award denominated in cash.

                  "Chairman" means the Chairman of the Board as of the IPO
Pricing Date.

                  "Change of Control" is defined in Attachment A.

                  "Class A Common Stock" means the Class A Common Stock, par
value $.01 per share, of the Company.

                  "Class B Common Stock" means the Class B Common Stock, par
value $.01 per share, of the Company.

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

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


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                  "Common Stock" means, from and after the effective time of the
Merger (as defined in the Recitals on page 1 of this Plan), Conoco common stock,
par value $.01 per share. Prior to the effective time of the Merger, "Common
Stock" means Class A Common Stock or Class B Common Stock, as appropriate.

                  "Company" means Conoco Inc., a Delaware corporation.

                  "Director Amendment Date" means October 1, 2000, the date as
of which the Plan was amended to reflect a change in the compensation structure
for Nonemployee Directors.

                  "Director Award" means a Director Option or Stock Unit.

                  "Director Award Agreement" means a written agreement setting
forth the terms, conditions and limitations applicable to a Director Award.

                  "Director Option" means a Nonqualified Stock Option granted to
a Nonemployee Director pursuant to paragraph 9 hereof,

                  "Directors Deferred Compensation Plan" means the Conoco Inc.
Deferred Compensation Plan for Nonemployee Directors established under the Plan.

                  "Disability" means, with respect to a Nonemployee Director,
the inability to perform the duties of a member of the Board for a continuous
period of more than three months by reason of any medically determinable
physical or mental impairment.

                  "Dividend Equivalents" means, with respect to shares of
Restricted Stock that are to be issued at the end of the Restriction Period, an
amount equal to all dividends and other distributions (or the economic
equivalent thereof) that are payable to stockholders of record during the
Restriction Period on a like number of shares of Common Stock.

                  "DuPont" means E.I. du Pont de Nemours and Company, a Delaware
corporation.

                  "DuPont Award" means an option, stock appreciation right or
other form of stock award granted by DuPont pursuant to the DuPont Stock
Performance Plan, the DuPont Variable Compensation Plan, the DuPont Corporate
Sharing Plan or the Conoco Unit Option Plan.

                  "Employee" means an employee of the Company or any of its
Subsidiaries and an individual who has agreed to become an employee of the
Company or any of its Subsidiaries and is expected to become such an employee
within the following six months.

                  "Employee Award" means any Option, SAR, Stock Award, Cash
Award or Performance Award granted, whether singly, in combination or in tandem,
to a Participant who is an Employee pursuant to such applicable terms,
conditions and limitations (including treatment as a Performance Award) as the
Committee may establish in order to fulfill the objectives of the Plan.

                  "Employee Award Agreement" means a written agreement setting
forth the terms, conditions and limitations applicable to an Employee Award.


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                  "Fair Market Value" of a share of Common Stock means, as of a
particular date, (i) if Common Stock is listed on a national securities
exchange, the mean between the highest and lowest sales price per share of such
Common Stock on the consolidated transaction reporting system for the principal
national securities exchange on which shares of Common Stock are listed on that
date, or, if there shall have been no such sale so reported on that date, on the
next succeeding date on which such a sale was so reported, or, at the discretion
of the Committee, the price prevailing on the exchange at the time of exercise,
(ii) if Common Stock is not so listed but is quoted on the Nasdaq National
Market, the mean between the highest and lowest sales price per share of Common
Stock reported by the Nasdaq National Market on that date, or, if there shall
have been no such sale so reported on that date, on the next succeeding date on
which such a sale was so reported or, at the discretion of the Committee, the
price prevailing on the Nasdaq National Market at the time of exercise, (iii) if
Common Stock is not so listed or quoted, the mean between the closing bid and
asked price on that date, or, if there are no quotations available for such
date, on the next succeeding date on which such quotations shall be available,
as reported by the Nasdaq Stock Market, or, if not reported by the Nasdaq Stock
Market, by the National Quotation Bureau Incorporated or (iv) if Common Stock is
not publicly traded, the most recent value determined by an independent
appraiser appointed by the Company for such purpose.

                  "Grant Date" means the date an Award is granted to a
Participant pursuant to the Plan. The Grant Date for a substituted award is the
Grant Date of the original award.

                  "Grant Price" means the price at which a Participant may
exercise his or her right to receive cash or Common Stock, as applicable, under
the terms of an Award.

                  "Incentive Stock Option" means an Option that is intended to
comply with the requirements set forth in Section 422 of the Code.

                  "Independent Contractor" means a person providing services to
the Company or any of its Subsidiaries, or who will provide such services,
except an Employee or Nonemployee Director.

                  "Independent Contractor Award" means any Nonqualified Stock
Option, SAR, Stock Award, Cash Award or Performance Award granted, whether
singly, in combination or in tandem, to a Participant who is an Independent
Contractor pursuant to such applicable terms, conditions and limitations as the
Committee may establish in order to fulfill the objectives of the Plan.

                  "Independent Contractor Award Agreement" means a written
agreement setting forth the terms, conditions and limitations applicable to an
Independent Contractor Award.

                  "IPO" means the first time a registration statement filed
under the Securities Act of 1933 and respecting an underwritten primary offering
by the Company of shares of Common Stock is declared effective under that Act
and the shares registered by that registration statement are issued and sold by
the Company (otherwise than pursuant to the exercise of any over-allotment
option).


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                  "IPO Closing Date" means the date on which the Company first
receives payment for the shares of Common Stock it sells in the IPO.

                  "IPO Pricing Date" means the date of the execution and
delivery of an underwriting or other purchase agreement among the Company and
the underwriters relating to the IPO setting forth the price at which shares of
Common Stock will be issued and sold by the Company to the underwriters and the
terms and conditions thereof.

                  "Nonemployee Director" means an individual serving as a member
of the Board who is not an Employee of the Company or any of its Subsidiaries.

                  "Nonqualified Stock Option" means an Option that is not an
Incentive Stock Option.

                  "Option" means a right to purchase a specified number of
shares of Common Stock at a specified Grant Price, which may be an Incentive
Stock Option or a Nonqualified Stock Option.

                  "Option Program" means a program involving the cancellation of
certain existing DuPont Awards.

                  "Option Program Award" means an Option, SAR or Stock Award
granted in connection with the Option Program.

                  "Option Value" means the value of a Director Option as
determined on the basis of a generally accepted valuation methodology as
determined by the Board.

                  "Participant" means an Employee, Director or Independent
Contractor to whom an Award has been granted under this Plan.

                  "Performance Award" means an award made pursuant to this Plan
to a Participant who is an Employee or Independent Contractor that is subject to
the attainment of one or more Performance Goals.

                  "Performance Goal" means a standard established by the
Committee, to determine in whole or in part whether a Performance Award shall be
earned.

                  "Restricted Stock" means Common Stock that is restricted or
subject to forfeiture provisions.

                  "Restriction Period" means a period of time beginning as of
the Grant Date of an Award of Restricted Stock and ending as of the date upon
which the Common Stock subject to such Award is no longer restricted or subject
to forfeiture provisions.

                  "Stock Appreciation Right" or "SAR" means a right to receive a
payment, in cash or Common Stock, equal to the excess of the Fair Market Value
or other specified valuation of a specified number of shares of Common Stock on
the date the right is exercised over a specified Grant Price, in each case, as
determined by the Committee.


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                  "Stock Award" means an Award in the form of shares of Common
Stock or units denominated in shares of Common Stock, including an award of
Restricted Stock.

                  "Stock Unit" means a unit equal to one share of Common Stock
(as determined by the Committee) (as adjusted pursuant to Paragraph III.6 of the
Directors Deferred Compensation Plan) granted to a Nonemployee Director.

                  "Subsidiary" means (i) in the case of a corporation, any
corporation of which the Company directly or indirectly owns shares representing
50% or more of the combined voting power of the shares of all classes or series
of capital stock of such corporation which have the right to vote generally on
matters submitted to a vote of the stockholders of such corporation and (ii) in
the case of a partnership or other business entity not organized as a
corporation, any such business entity of which the Company directly or
indirectly owns 50% or more of the voting, capital or profits interests (whether
in the form of partnership interests, membership interests or otherwise).

         4. Eligibility.

                  (a) Employees. Employees eligible for the grant of Employee
         Awards under this Plan are those who hold positions of responsibility
         and whose performance, in the judgment of the Committee, can have a
         significant effect on the success of the Company and its Subsidiaries.

                  (b) Directors. Members of the Board eligible for the grant of
         Director Awards under this Plan are those who are Nonemployee
         Directors.

                  (c) Independent Contractors. All Independent Contractors are
         eligible for the grant of Independent Contractor Awards under this
         Plan.

         5. Common Stock Available for Awards.

                  (a) Subject to the provisions of paragraph 16 hereof, no Award
         shall be granted if it shall result in the aggregate number of shares
         of Common Stock issued under the Plan plus the number of shares of
         Common Stock covered by or subject to Awards then outstanding (after
         giving effect to the grant of the Award in question) to exceed
         31,397,830. No more than 10,000,000 shares of Common Stock shall be
         available for Incentive Stock Options. The number of shares of Common
         Stock that are the subject of Awards under this Plan that are forfeited
         or terminated, expire unexercised, are settled in cash in lieu of
         Common Stock or in a manner such that all or some of the shares covered
         by an Award are not issued to a Participant or are exchanged for Awards
         that do not involve Common Stock, shall again immediately become
         available for Awards hereunder. The Committee may from time to time
         adopt and observe such procedures concerning the counting of shares
         against the Plan maximum as it may deem appropriate. The Board and the
         appropriate officers of the Company shall from time to time take
         whatever actions are necessary to file any required documents with
         governmental authorities, stock exchanges and transaction reporting
         systems to ensure that shares of Common Stock are available for
         issuance pursuant to Awards.


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                  (b) Option Program Awards and awards assumed under the Plan or
         issued as substitute Awards, each pursuant to paragraph 16(b) of the
         Plan, (i) are not subject to the limitations in paragraph 8(b) and (ii)
         do not count against the limitations on Common Stock available for
         Awards set forth in paragraph 5(a).

         6. Administration.

                  (a) This Plan shall be administered by the Committee except as
         otherwise provided herein.

                  (b) Subject to the provisions hereof, the Committee shall have
         full and exclusive power and authority to administer this Plan and to
         take all actions that are specifically contemplated hereby or are
         necessary or appropriate in connection with the administration hereof.
         The Committee shall also have full and exclusive power to interpret
         this Plan and to adopt such rules, regulations and guidelines for
         carrying out this Plan as it may deem necessary or proper, all of which
         powers shall be exercised in the best interests of the Company and in
         keeping with the objectives of this Plan. The Committee may, in its
         discretion, provide for the extension of the exercisability of an
         Employee Award or Independent Contractor Award, accelerate the vesting
         or exercisability of an Employee Award or Independent Contractor Award,
         eliminate or make less restrictive any restrictions applicable to an
         Employee Award or Independent Contractor Award, waive any restriction
         or other provision of this Plan (insofar as such provision relates to
         Employee Awards or to Independent Contractor Awards) or an Employee
         Award or Independent Contractor Award or otherwise amend or modify an
         Employee Award or Independent Contractor Award in any manner that is
         either (i) not adverse to the Participant to whom such Employee Award
         or Independent Contractor Award was granted or (ii) consented to by
         such Participant. The Committee may grant an Award to an Employee who
         it expects to become an employee of the Company or any of its
         Subsidiaries within the following six months, with such Award being
         subject to the individual's actually becoming an employee within such
         time period, and subject to such other terms and conditions as may be
         established by the Committee. The Committee may correct any defect or
         supply any omission or reconcile any inconsistency in this Plan or in
         any Award in the manner and to the extent the Committee deems necessary
         or desirable to further the Plan purposes. Any decision of the
         Committee in the interpretation and administration of this Plan shall
         lie within its sole and absolute discretion and shall be final,
         conclusive and binding on all parties concerned.

                  (c) No member of the Committee or officer of the Company to
         whom the Committee has delegated authority in accordance with the
         provisions of paragraph 7 of this Plan shall be liable for anything
         done or omitted to be done by him or her, by any member of the
         Committee or by any officer of the Company in connection with the
         performance of any duties under this Plan, except for his or her own
         willful misconduct or as expressly provided by statute.

         7. Delegation of Authority. The Committee may delegate to the Chief
Executive Officer and to other senior officers of the Company its duties under
this Plan pursuant to such conditions


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or limitations as the Committee may establish. The Committee may engage or
authorize the engagement of a third party administrator to carry out
administrative functions under the Plan.

         8. Employee and Independent Contractor Awards.

                  (a) The Committee shall determine the type or types of
         Employee Awards to be made under this Plan and shall designate from
         time to time the Employees who are to be the recipients of such Awards.
         Each Employee Award shall be embodied in an Employee Award Agreement,
         which shall contain such terms, conditions and limitations as shall be
         determined by the Committee in its sole discretion and, if required by
         the Committee, shall be signed by the Participant to whom the Employee
         Award is granted and by an Authorized Officer for and on behalf of the
         Company. Employee Awards may consist of those listed in this paragraph
         8(a) and may be granted singly, in combination or in tandem. Employee
         Awards may also be granted in combination or in tandem with, in
         replacement of, or as alternatives to, grants or rights under this Plan
         or any other employee plan of the Company or any of its Subsidiaries,
         including the plan of any acquired entity. An Employee Award may
         provide for the grant or issuance of additional, replacement or
         alternative Employee Awards upon the occurrence of specified events,
         including the exercise of the original Employee Award granted to a
         Participant. All or part of an Employee Award may be subject to
         conditions established by the Committee, which may include, but are not
         limited to, continuous service with the Company and its Subsidiaries,
         achievement of specific business objectives, increases in specified
         indices, attainment of specified growth rates and other comparable
         measurements of performance. Upon the termination of employment by a
         Participant who is an Employee, any unexercised, deferred, unvested or
         unpaid Employee Awards shall be treated as set forth in the applicable
         Employee Award Agreement.

                           (i) Option. An Employee Award may be in the form of
                  an Option, which may be an Incentive Stock Option or a
                  Nonqualified Stock Option. The Grant Price of an Option shall
                  be not less than the Fair Market Value of the Common Stock
                  subject to such Option on the Grant Date. Subject to the
                  foregoing provisions, the terms, conditions and limitations
                  applicable to any Options awarded to Employees pursuant to
                  this Plan, including the Grant Price, the term of the Options
                  and the date or dates upon which they become exercisable,
                  shall be determined by the Committee.

                           (ii) Stock Appreciation Rights. An Employee Award may
                  be in the form of an SAR. The terms, conditions and
                  limitations applicable to any SARs awarded to Employees
                  pursuant to this Plan, including the Grant Price, the term of
                  any SARs and the date or dates upon which they become
                  exercisable, shall be determined by the Committee.

                           (iii) Stock Award. An Employee Award may be in the
                  form of a Stock Award. The terms, conditions and limitations
                  applicable to any Stock Awards granted pursuant to this Plan
                  shall be determined by the Committee.


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                           (iv) Cash Award. An Employee Award may be in the form
                  of a Cash Award. The terms, conditions and limitations
                  applicable to any Cash Awards granted pursuant to this Plan
                  shall be determined by the Committee.

                           (v) Performance Award. Without limiting the type or
                  number of Employee Awards that may be made under the other
                  provisions of this Plan, an Employee Award may be in the form
                  of a Performance Award. A Performance Award shall be paid,
                  vested or otherwise deliverable solely on account of the
                  attainment of one or more pre-established, objective
                  Performance Goals established by the Committee prior to the
                  earlier to occur of (x) 90 days after the commencement of the
                  period of service to which the Performance Goal relates and
                  (y) the lapse of 25% of the period of service (as scheduled in
                  good faith at the time the goal is established), and in any
                  event while the outcome is substantially uncertain. A
                  Performance Goal is objective if a third party having
                  knowledge of the relevant facts could determine whether the
                  goal is met. Such a Performance Goal may be based on one or
                  more business criteria that apply to the Employee, one or more
                  business units of the Company, or the Company as a whole, and
                  may include one or more of the following: increased revenue,
                  net income, stock price, market share, earnings per share,
                  return on equity, return on assets, decrease in costs,
                  shareholder value, net cash flow, total shareholder return,
                  return on capital, return on investors' capital, operating
                  income, funds from operations, cash flow, cash from
                  operations, after-tax operating income, reserve addition,
                  proceeds from dispositions, production volumes, refinery runs,
                  net cash flow before financing activities, reserve replacement
                  ratio, finding and development costs, refinery utilizations
                  and total market value. Unless otherwise stated, such a
                  Performance Goal need not be based upon an increase or
                  positive result under a particular business criterion and
                  could include, for example, maintaining the status quo or
                  limiting economic losses (measured, in each case, by reference
                  to specific business criteria). In interpreting Plan
                  provisions applicable to Performance Goals and Performance
                  Awards, it is the intent of the Plan to conform with the
                  standards of Section 162(m) of the Code and Treasury
                  Regulation Section 1.162-27(e)(2)(i), and the Committee in
                  establishing such goals and interpreting the Plan shall be
                  guided by such provisions. Prior to the payment of any
                  compensation based on the achievement of Performance Goals,
                  the Committee must certify in writing that applicable
                  Performance Goals and any of the material terms thereof were,
                  in fact, satisfied. Subject to the foregoing provisions, the
                  terms, conditions and limitations applicable to any
                  Performance Awards made pursuant to this Plan shall be
                  determined by the Committee.

                  (b) Notwithstanding anything to the contrary contained in this
         Plan excluding paragraph 5(b), the following limitations shall apply to
         any Employee Awards made hereunder:

                           (i) no Participant may be granted, during any
                  calendar year, Employee Awards consisting of Options or SARs
                  that are exercisable for more than 5,000,000 shares of Common
                  Stock;


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                           (ii) no Participant may be granted, during any
                  calendar year, Stock Awards covering or relating to more than
                  250,000 shares of Common Stock (the limitation set forth in
                  this clause (ii), together with the limitation set forth in
                  clause (i) above, being hereinafter collectively referred to
                  as the "Stock Based Awards Limitations"); and

                           (iii) no Participant may be granted Employee Awards
                  consisting of cash or in any other form permitted under this
                  Plan (other than Employee Awards consisting of options or SARs
                  or Stock Awards) in respect of any calendar year having a
                  value determined on the Grant Date in excess of $10,000,000.

                  (c) The Committee shall have the sole responsibility and
         authority to determine the type or types of Independent Contractor
         Awards to be made under this Plan and the terms, conditions and
         limitations applicable to such Awards.

                  (d) An Option Program Award is generally subject to the same
         terms and conditions as the canceled DuPont Award.

         9. Director Awards. Each Nonemployee Director of the Company shall be
granted Director Awards in accordance with this paragraph 9 and subject to the
applicable terms, conditions and limitations set forth in this Plan and the
applicable Director Award Agreements. Notwithstanding anything to the contrary
contained herein, Director Awards shall not be granted in any year in which a
sufficient number of shares of Common Stock are not available to make all such
scheduled Awards under this Plan.

                  (a) Initial Director Options. On the IPO Pricing Date, each
         Nonemployee Director, other than the Chairman, and each person who had
         agreed to become a Nonemployee Director in connection with the IPO was
         automatically granted a Director Option on that number of shares of
         Class A Common Stock such that the aggregate Option Value was $30,000,
         and the Chairman was automatically awarded a Director Option on that
         number of shares of Class A Common Stock such that the aggregate Option
         Value was $1,300,000, but in the case of a person who was not a
         Nonemployee Director on such date, subject to that person becoming a
         Nonemployee Director no later than the first regularly scheduled
         meeting of the Board following the IPO Pricing Date.

                  (b) Annual Director Options. On each Annual Director Award
         Date before the Director Amendment Date, each Nonemployee Director
         other than the Chairman shall automatically be granted a Director
         Option with an Option Value equal to $30,000.

                  (c) Terms of Director Option. Each Director Option shall have
         a term of ten years following the Grant Date. The Grant Price of each
         share of Common Stock subject to a Director Option shall be equal to
         the Fair Market Value of the Common Stock subject to such Option on the
         Grant Date. All Director Options shall be fully vested after 6 months
         of service as a Nonemployee Director. All Director Options shall become
         exercisable in increments of one-third of the total number of shares of
         Common Stock that are subject thereto (rounded up to the nearest whole
         number) on the first and second anniversaries of the Grant Date and of
         all remaining shares of Common Stock that are


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         subject thereto on the third anniversary of the Grant Date.
         Notwithstanding the foregoing exercise schedule, all Director Options
         held by a Nonemployee Director shall immediately become fully
         exercisable if the Nonemployee Director terminates his or her status as
         a member of the Board by reason of the director's death or Disability.

                  (d) Director Option Agreements. Any Award of Director Options
         shall be embodied in a Director Award Agreement, which shall contain
         the terms, conditions and limitations set forth above and shall be
         signed by an Authorized Officer for and on behalf of the Company.

                  (e) IPO Related Stock Units. On the IPO Pricing Date, each
         Nonemployee Director, other than the Chairman, and each person who had
         agreed to become a Nonemployee Director in connection with the IPO was
         automatically granted that number of Stock Units under the Director's
         Deferred Compensation Plan determined by dividing $95,000 by the Fair
         Market Value of Class A Common Stock on the IPO Pricing Date, and the
         Chairman was automatically granted that number of Stock Units under the
         Director's Deferred Compensation Plan determined by dividing $100,000
         by the Fair Market Value of Class A Common Stock on the IPO Pricing
         Date; provided, however, that in the case of a person who was not a
         Nonemployee Director on such date, the grant under this subparagraph
         (e) was subject to that person becoming a Nonemployee Director no later
         than the first regularly scheduled meeting of the Board following the
         IPO Pricing Date. Initial Stock Units related to Class A Common Stock.
         Stock Units granted under this paragraph 9(e) cannot be distributed or
         made available to the Nonemployee Director before the expiration of
         three years from the Grant Date, except by reason of death or
         Disability of the director.

                  (f) Other Stock Unit Grants before Director Amendment Date. On
         the date of his or her first appointment or election to the Board,
         provided such appointment or election occurs on or after the IPO
         Closing Date and before the Director Amendment Date, a Nonemployee
         Director shall automatically be granted that number of Stock Units
         determined by dividing $95,000 by the Fair Market Value of the
         applicable Common Stock on the date of election to the Board. In
         addition, on each Annual Director Award Date before the Director
         Amendment Date, each Nonemployee Director other than the Chairman shall
         automatically be granted an additional number of Stock Units determined
         by dividing $20,000 by the Fair Market Value of the applicable Common
         Stock on such date. Stock Units granted under this paragraph 9(f)
         cannot be distributed or made available to the Nonemployee Director
         before the expiration of three years from the Grant Date, except by
         reason of death or Disability of the director.

                  (g) Initial Stock Unit Grants On or After Director Amendment
         Date. On the date of his or her first appointment or election to the
         Board, if such appointment or election occurs on or after the Director
         Amendment Date, a Nonemployee Director shall automatically be granted
         that number of Stock Units determined by dividing $100,000 by the Fair
         Market Value of the applicable Common Stock on the date of election to
         the Board. Stock Units granted under this paragraph 9(g): (i) shall
         become vested with respect to one-fifth of the total number of Stock
         Units subject to the initial grant hereunder (rounded up to the nearest
         whole number) on the first through fourth


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         anniversaries of the Grant Date and with respect to all remaining Stock
         Units subject to the initial grant hereunder on the fifth anniversary
         of the Grant Date, subject to the requirement that the director remain
         in the continuous service of the Company as a director through the
         anniversary on which the additional vesting is scheduled to occur,
         provided that all such Stock Units shall immediately vest if the
         director terminates his or her status as a member of the Board by
         reason of the death or Disability of the director, and (ii) cannot be
         distributed or made available to the Nonemployee Director before the
         expiration of five years from the Grant Date, except by reason of death
         or Disability of the director.

                  (h) Other Stock Unit Grants On or After Director Amendment
         Date. On each Annual Director Award Date occurring on or after the
         Director Amendment Date, each Nonemployee Director shall automatically
         be granted a number of Stock Units determined by dividing $50,000 by
         the Fair Market Value of the applicable Common Stock on such date.
         Stock Units granted under this paragraph 9(h): (i) are fully vested
         upon the Grant Date, and (ii) cannot be distributed or made available
         to the Nonemployee Director before the expiration of three years from
         the Grant Date, except by reason of death or Disability of the
         director.

                  (i) Terms of Stock Units. Stock Units granted under the
         foregoing provisions of this paragraph 9 shall be accounted for and
         subject to the terms and conditions of the Directors Deferred
         Compensation Plan, including provisions that dividend equivalents shall
         be accumulated and reinvested in additional Stock Units.

                  (j) Stock Unit Agreements. Any Award of Stock Units shall be
         embodied in a Director Award Agreement, which shall contain the
         applicable terms and conditions and limitations set forth above, and
         applicable terms and conditions from the Directors Deferred
         Compensation Plan.

         10. Change of Control. Notwithstanding the provisions of paragraphs 8
and 9 hereof, unless otherwise expressly provided in the applicable Award
Agreement, in the event of a Change of Control during a Participant's employment
(or service as a Nonemployee Director or Independent Contractor) with the
Company or one of its Subsidiaries, (i) each Award granted under this Plan to
the Participant shall be become immediately vested and fully exercisable
(regardless of the otherwise applicable vesting or exercise schedules or
performance goals provided for under the Award Agreement) and (ii) if the Award
is an Option or SAR, shall remain exercisable until the expiration of the term
of the Award or, if the Participant should die before the expiration of the term
of the Award, until the earlier of (a) the expiration of the term of the Award
or (b) two (2) years following the date of the Participant's death.

         11. Payment of Awards.

                  (a) General. Payment made to a Participant pursuant to an
         Award may be made in the form of cash or Common Stock, or a combination
         thereof, and may include such restrictions as the Committee shall
         determine, including, in the case of Common Stock, restrictions on
         transfer and forfeiture provisions. If such payment is made in the form
         of Restricted Stock, the applicable Award Agreement relating to such
         shares shall


                                       12
<PAGE>   13
         specify whether they are to be issued at the beginning or end of the
         Restriction Period. In the event that shares of Restricted Stock are to
         be issued at the beginning of the Restriction Period, the certificates
         evidencing such shares (to the extent that such shares are so
         evidenced) shall contain appropriate legends and restrictions that
         describe the terms and conditions of the restrictions applicable
         thereto. In the event that shares of Restricted Stock are to be issued
         at the end of the Restricted Period, the right to receive such shares
         shall be evidenced by book entry registration or in such other manner
         as the Committee may determine. Payment of Stock Units awarded to
         Nonemployee Directors shall be governed by the Directors Deferred
         Compensation Plan.

                  (b) Deferral. With the approval of the Committee, amounts
         payable in respect of Awards may be deferred and paid either in the
         form of installments or as a lump-sum payment. The Committee may permit
         selected Participants to elect to defer payments of some or all types
         of Awards or any other compensation otherwise payable by the Company in
         accordance with procedures established by the Committee and may provide
         that such deferred compensation may be payable in shares of Common
         Stock. Any deferred payment pursuant to an Award, whether elected by
         the Participant or specified by the Award Agreement or by the
         Committee, may be forfeited if and to the extent that the Award
         Agreement so provides.

                  (c) Dividends, Earnings and Interest. Rights to dividends or
         Dividend Equivalents may be extended to and made part of any Stock
         Award, subject to such terms, conditions and restrictions as the
         Committee may establish. The Committee may also establish rules and
         procedures for the crediting of interest or other earnings on deferred
         cash payments and Dividend Equivalents for Stock Awards.

                  (d) Substitution of Awards. At the discretion of the
         Committee, a Participant who is an Employee or Independent Contractor
         may be offered an election to substitute an Employee Award or
         Independent Contractor Award for another Employee Award or Independent
         Contractor Award or Employee Awards or Independent Contractor Awards of
         the same or different type.. Subject to Paragraph 16, the Grant Price
         of any Option shall not be decreased, including by means of issuance of
         a substitute Award with a lower Grant Price.

                  (e) Cash-out of Awards. At the discretion of the Committee, an
         Award that is an Option or SAR may be settled by a cash payment equal
         to the difference between the Fair Market Value per share of Common
         Stock on the date of exercise and the Grant Price of the Award,
         multiplied by the number of shares with respect to which the Award is
         exercised.

         12. Option Exercise. The Grant Price shall be paid in full at the time
of exercise in cash or, if permitted by the Committee and elected by the
optionee, the optionee may purchase such shares by means of tendering Common
Stock or surrendering another Award, including Restricted Stock, valued at Fair
Market Value on the date of exercise, or any combination thereof. The Committee
shall determine acceptable methods for Participants to tender Common Stock or
other Awards. The Committee may provide for procedures to permit the exercise or
purchase of such Awards by use of the proceeds to be received from the sale of
Common Stock


                                       13
<PAGE>   14

issuable pursuant to an Award. Unless otherwise provided in the applicable Award
Agreement, in the event shares of Restricted Stock are tendered as consideration
for the exercise of an Option, a number of the shares issued upon the exercise
of the Option, equal to the number of shares of Restricted Stock used as
consideration therefor, shall be subject to the same restrictions as the
Restricted Stock so submitted as well as any additional restrictions that may be
imposed by the Committee. The Committee may adopt additional rules and
procedures regarding the exercise of Options from time to time, provided that
such rules and procedures are not inconsistent with the provisions of this
paragraph.

                  An optionee desiring to pay the Grant Price of an Option by
tendering Common Stock using the method of attestation may, subject to any such
conditions and in compliance with any such procedures as the Committee may
adopt, do so by attesting to the ownership of Common Stock of the requisite
value in which case the Company shall issue or otherwise deliver to the optionee
upon such exercise a number of shares of Common Stock subject to the Option
equal to the result obtained by dividing (a) the excess of the aggregate Fair
Market Value of the shares of Common Stock subject to the Option for which the
Option (or portion thereof) is being exercised over the Grant Price payable in
respect of such exercise by (b) the Fair Market Value per share of Common Stock
subject to the Option, and the optionee may retain the shares of Common Stock
the ownership of which is attested.

         13. Taxes. The Company or its designated third party administrator
shall have the right to deduct applicable taxes from any Employee Award payment
and withhold, at the time of delivery or vesting of cash or shares of Common
Stock under this Plan, an appropriate amount of cash or number of shares of
Common Stock or a combination thereof for payment of taxes or other amounts
required by law or to take such other action as may be necessary in the opinion
of the Company to satisfy all obligations for withholding of such taxes. The
Committee may also permit withholding to be satisfied by the transfer to the
Company of shares of Common Stock theretofore owned by the holder of the
Employee Award with respect to which withholding is required. If shares of
Common Stock are used to satisfy tax withholding, such shares shall be valued
based on the Fair Market Value when the tax withholding is required to be made.
The Committee may provide for loans, on either a short term or demand basis,
from the Company to a Participant who is an Employee or Independent Contractor
to permit the payment of taxes required by law.

         14. Amendment, Modification, Suspension or Termination of the Plan. The
Board may amend, modify, suspend or terminate this Plan for the purpose of
meeting or addressing any changes in legal requirements or for any other purpose
permitted by law, except that (i) no amendment or alteration that would
adversely affect the rights of any Participant under any Award previously
granted to such Participant shall be made without the consent of such
Participant and (ii) no amendment or alteration shall be effective prior to its
approval by the stockholders of the Company to the extent such approval is
required by applicable legal requirements.

         15. Assignability. Unless otherwise determined by the Committee and
provided in the Award Agreement, no Award or any other benefit under this Plan
shall be assignable or otherwise transferable except by will, beneficiary
designation or the laws of descent and distribution. In the event that a
beneficiary designation conflicts with an assignment by will, the


                                       14
<PAGE>   15
beneficiary designation will prevail. The Committee may prescribe and include in
applicable Award Agreements other restrictions on transfer. Any attempted
assignment of an Award or any other benefit under this Plan in violation of this
paragraph 15 shall be null and void.

         16. Adjustments.

                  (a) The existence of outstanding Awards shall not affect in
         any manner the right or power of the Company or its stockholders to
         make or authorize any or all adjustments, recapitalizations,
         reorganizations or other changes in the capital stock of the Company or
         its business or any merger or consolidation of the Company, or any
         issue of bonds, debentures, preferred or prior preference stock
         (whether or not such issue is prior to, on a parity with or junior to
         the existing 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 of any kind, whether
         or not of a character similar to that of the acts or proceedings
         enumerated above.

                  (b) In the event of any subdivision or consolidation of
         outstanding shares of Common Stock, declaration of a dividend payable
         in shares of Common Stock or other stock split, then (i) the number of
         shares of Common Stock reserved under this Plan, (ii) the number of
         shares of Common Stock covered by outstanding Awards, (iii) the Grant
         Price or other price in respect of such Awards, (iv) the appropriate
         Fair Market Value and other price determinations for such Awards, and
         (v) the Stock Based Awards Limitations shall each be proportionately
         adjusted by the Board as appropriate to reflect such transaction. In
         the event of any other recapitalization or capital reorganization of
         the Company, any consolidation or merger of the Company with another
         corporation or entity, the adoption by the Company of any plan of
         exchange affecting Common Stock or any distribution to holders of
         Common Stock of securities or property (other than normal cash
         dividends or dividends payable in Common Stock), the Board shall make
         appropriate adjustments to (i) the number of shares of Common Stock
         covered by Awards, (ii) the Grant Price or other price in respect of
         such Awards, (iii) the appropriate Fair Market Value and other price
         determinations for such Awards, and (iv) the Stock Based Awards
         Limitations to reflect such transaction; provided that such adjustments
         shall only be such as are necessary to maintain the proportionate
         interest of the holders of the Awards and preserve, without increasing,
         the value of such Awards. In the event of a corporate merger,
         consolidation, acquisition of property or stock, separation,
         reorganization or liquidation, the Board shall be authorized (x) to
         assume under the Plan previously issued compensatory awards, or to
         substitute new Awards for previously issued compensatory awards,
         including Awards, as part of such adjustment or (y) to cancel Awards
         that are Options or SARs and give the Participants who are the holders
         of such Awards notice and opportunity to exercise for 30 days prior to
         such cancellation.

         17. Restrictions. No Common Stock or other form of payment shall be
issued with respect to any Award unless the Company shall be satisfied based on
the advice of its counsel that such issuance will be in compliance with
applicable federal and state securities laws. Certificates evidencing shares of
Common Stock delivered under this Plan (to the extent that such shares are so
evidenced) may be subject to such stop transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations and other
requirements of the


                                       15
<PAGE>   16
Securities and Exchange Commission, any securities exchange or transaction
reporting system upon which the Common Stock is then listed or to which it is
admitted for quotation and any applicable federal or state securities law. The
Committee may cause a legend or legends to be placed upon such certificates (if
any) to make appropriate reference to such restrictions.

         18. Unfunded Plan. This Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Participants under this Plan, any
such accounts shall be used merely as a bookkeeping convenience. The Company
shall not be required to segregate any assets for purposes of this Plan or
Awards hereunder, nor shall the Company, the Board or the Committee be deemed to
be a trustee of any benefit to be granted under this Plan. Any liability or
obligation of the Company to any Participant with respect to an Award under this
Plan shall be based solely upon any contractual obligations that may be created
by this Plan and any Award Agreement, and no such liability or obligation of the
Company shall be deemed to be secured by any pledge or other encumbrance on any
property of the Company. Neither the Company nor the Board nor the Committee
shall be required to give any security or bond for the performance of any
obligation that may be created by this Plan.

         19. Governing Law. This Plan and all determinations made and actions
taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by and construed in accordance with the laws of the State of Delaware.

         20. Effectiveness. The Plan, as approved by the Board, was effective as
of October 16, 1998. This Plan was approved by the stockholders of the Company
on October 19, 1998. The amendments to the Plan to permit the grant of Awards
denominated in Class B Common Stock were effective on May 12, 1999 and were
conditioned upon the approval of the stockholders of the Company prior to
December 31, 1999, which approval was obtained on May 12, 1999. The amendment to
Paragraph 12 of the Plan providing for option exercise payment by the
attestation method was effective on October 28, 1999. The amendments to the Plan
reflecting a change in Nonemployee Director compensation were effective on
October 1, 2000. The Plan, as approved by the Board for amendment and
restatement as set forth herein, shall be effective as set forth herein as of
the effective time of the Merger (as defined in the Recitals on page 1 of this
Plan); provided, however, that the increase of shares available for Awards
(described in paragraph 5) shall not be effective unless separately approved by
the stockholders of the Company.


                                       16
<PAGE>   17

                                 ATTACHMENT "A"

                               "CHANGE IN CONTROL"

                  The following definitions apply to the Change of Control
provision in paragraph 10 of the foregoing Plan.

                  "Affiliate" shall have the meaning ascribed to such term in
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in
effect on October 19, 2000.

                  "Associate" shall mean, with reference to any Person, (a) any
corporation, firm, partnership, association, unincorporated organization or
other entity (other than the Company or a subsidiary of the Company) of which
such Person is an officer or general partner (or officer or general partner of a
general partner) or is, directly or indirectly, the Beneficial Owner of 10% or
more of any class of equity securities, (b) any trust or other estate in which
such Person has a substantial beneficial interest or as to which such Person
serves as trustee or in a similar fiduciary capacity and (c) any relative or
spouse of such Person, or any relative of such spouse, who has the same home as
such Person.

                  "Beneficial Owner" shall mean, with reference to any
securities, any Person if:

                  (a) such Person or any of such Person's Affiliates and
         Associates, directly or indirectly, is the "beneficial owner" of (as
         determined pursuant to Rule 13d-3 of the General Rules and Regulations
         under the Exchange Act, as in effect on October 19, 2000) such
         securities or otherwise has the right to vote or dispose of such
         securities, including pursuant to any agreement, arrangement or
         understanding (whether or not in writing); provided, however, that a
         Person shall not be deemed the "Beneficial Owner" of, or to
         "beneficially own," any security under this subsection (a) as a result
         of an agreement, arrangement or understanding to vote such security if
         such agreement, arrangement or understanding: (i) arises solely from a
         revocable proxy or consent given in response to a public (i.e., not
         including a solicitation exempted by Rule 14a-2(b)(2) of the General
         Rules and Regulations under the Exchange Act) proxy or consent
         solicitation made pursuant to, and in accordance with, the applicable
         provisions of the General Rules and Regulations under the Exchange Act
         and (ii) is not then reportable by such Person on Schedule 13D under
         the Exchange Act (or any comparable or successor report);

                  (b) such Person or any of such Person's Affiliates and
         Associates, directly or indirectly, has the right or obligation to
         acquire such securities (whether such right or obligation is
         exercisable or effective immediately or only after the passage of time
         or the occurrence of an event) pursuant to any agreement, arrangement
         or understanding (whether or not in writing) or upon the exercise of
         conversion rights, exchange rights, other rights, warrants or options,
         or otherwise; provided, however, that a Person shall not be deemed the
         Beneficial Owner of, or to "beneficially own," (i) securities tendered
         pursuant to a tender or exchange offer made by such Person or any of
         such Person's Affiliates or Associates until such tendered securities
         are accepted for purchase or exchange or (ii) securities issuable upon
         exercise of Exempt Rights; or


                                       17
<PAGE>   18

                  (c) such Person or any of such Person's Affiliates or
         Associates (i) has any agreement, arrangement or understanding (whether
         or not in writing) with any other Person (or any Affiliate or Associate
         thereof) that beneficially owns such securities for the purpose of
         acquiring, holding, voting (except as set forth in the proviso to
         subsection (a) of this definition) or disposing of such securities or
         (ii) is a member of a group (as that term is used in Rule 13d-5(b) of
         the General Rules and Regulations under the Exchange Act) that includes
         any other Person that beneficially owns such securities;

provided, however, that nothing in this definition shall cause a Person engaged
in business as an underwriter of securities to be the Beneficial Owner of, or to
"beneficially own," any securities acquired through such Person's participation
in good faith in a firm commitment underwriting until the expiration of 40 days
after the date of such acquisition. For purposes hereof, "voting" a security
shall include voting, granting a proxy, consenting or making a request or demand
relating to corporate action (including, without limitation, a demand for a
stockholder list, to call a stockholder meeting or to inspect corporate books
and records) or otherwise giving an authorization (within the meaning of Section
14(a) of the Exchange Act) in respect of such security.

                  The terms "beneficially own" and "beneficially owning" shall
have meanings that are correlative to this definition of the term "Beneficial
Owner."

                  "Board" shall have the meaning set forth in the foregoing
Plan.

                  "Change of Control" shall mean any of the following occurring
on or after October 19, 2000:

                  (a) any Person (other than an Exempt Person) shall become the
         Beneficial Owner of 20% or more of the shares of Common Stock then
         outstanding or 20% or more of the combined voting power of the Voting
         Stock of the Company then outstanding; provided, however, that no
         Change of Control shall be deemed to occur for purposes of this
         subsection (a) if such Person shall become a Beneficial Owner of 20% or
         more of the shares of Common Stock or 20% or more of the combined
         voting power of the Voting Stock of the Company solely as a result of
         (i) an Exempt Transaction or (ii) an acquisition by a Person pursuant
         to a reorganization, merger or consolidation, if, following such
         reorganization, merger or consolidation, the conditions described in
         clauses (i), (ii) and (iii) of subsection (c) of this definition are
         satisfied;

                  (b) individuals who, as of October 19, 2000, constitute the
         Board (the "Incumbent Board") cease for any reason to constitute at
         least a majority of the Board; provided, however, that any individual
         becoming a director subsequent to October 19, 2000 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; provided, further, that there shall be
         excluded, for this purpose, any such individual whose initial
         assumption of office occurs as a result of any actual or threatened
         election contest that is


                                       18
<PAGE>   19
         subject to the provisions of Rule 14a-11 of the General Rules and
         Regulations under the Exchange Act;

                  (c) the shareholders of the Company shall approve a
         reorganization, merger or consolidation, in each case, unless,
         following such reorganization, merger or consolidation, (i) more than
         70% of the then outstanding shares of common stock of the corporation
         resulting from such reorganization, merger or consolidation and the
         combined voting power of the then outstanding Voting Stock of such
         corporation beneficially owned, directly or indirectly, by all or
         substantially all of the Persons who were the Beneficial Owners of the
         outstanding Common Stock immediately prior to such reorganization,
         merger or consolidation in substantially the same proportions as their
         ownership, immediately prior to such reorganization, merger or
         consolidation, of the outstanding Common Stock, (ii) no Person
         (excluding any Exempt Person or any Person beneficially owning,
         immediately prior to such reorganization, merger or consolidation,
         directly or indirectly, 20% or more of the Common Stock then
         outstanding or 20% or more of the combined voting power of the Voting
         Stock of the Company then outstanding) beneficially owns, directly or
         indirectly, 20% or more of the then outstanding shares of common stock
         of the corporation resulting from such reorganization, merger or
         consolidation or the combined voting power of the then outstanding
         Voting Stock of such corporation and (iii) at least a majority of the
         members of the board of directors of the corporation resulting from
         such reorganization, merger or consolidation were members of the
         Incumbent Board at the time of the initial agreement or initial action
         by the Board providing for such reorganization, merger or
         consolidation; or

                  (d) the shareholders of the Company shall approve (i) a
         complete liquidation or dissolution of the Company unless such
         liquidation or dissolution is approved as part of a plan of liquidation
         and dissolution involving a sale or disposition of all or substantially
         all of the assets of the Company to a corporation with respect to
         which, following such sale or other disposition, all of the
         requirements of clauses (ii)(A), (B) and (C) of this subsection (d) are
         satisfied, or (ii) the sale or other disposition of all or
         substantially all of the assets of the Company, other than to a
         corporation, with respect to which, following such sale or other
         disposition, (A) more than 70% of the then outstanding shares of common
         stock of such corporation and the combined voting power of the Voting
         Stock of such corporation is then beneficially owned, directly or
         indirectly, by all or substantially all of the Persons who were the
         Beneficial Owners of the outstanding Common Stock immediately prior to
         such sale or other disposition in substantially the same proportion as
         their ownership, immediately prior to such sale or other disposition,
         of the outstanding Common Stock, (B) no Person (excluding any Exempt
         Person and any Person beneficially owning, immediately prior to such
         sale or other disposition, directly or indirectly, 20% or more of the
         Common Stock then outstanding or 20% or more of the combined voting
         power of the Voting Stock of the Company then outstanding) beneficially
         owns, directly or indirectly, 20% or more of the then outstanding
         shares of common stock of such corporation and the combined voting
         power of the then outstanding Voting Stock of such corporation and (C)
         at least a majority of the members of the board of directors of such
         corporation were members of the Incumbent Board at


                                       19
<PAGE>   20
         the time of the initial agreement or initial action of the Board
         providing for such sale or other disposition of assets of the Company.

                  "Common Stock" shall have the meaning set forth in the
foregoing Plan.

                  "Company" shall have the meaning set forth in the foregoing
Plan.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

                  "Exempt Person" shall mean any of the Company, any subsidiary
of the Company, any employee benefit plan of the Company or any subsidiary of
the Company, and any Person organized, appointed or established by the Company
for or pursuant to the terms of any such plan.

                  "Exempt Rights" shall mean any rights to purchase shares of
Common Stock or other Voting Stock of the Company if at the time of the issuance
thereof such rights are not separable from such Common Stock or other Voting
Stock (i.e., are not transferable otherwise than in connection with a transfer
of the underlying Common Stock or other Voting Stock), except upon the
occurrence of a contingency, whether such rights exist as of October 19, 2000 or
are thereafter issued by the Company as a dividend on shares of Common Stock or
other Voting Securities or otherwise.

                  "Exempt Transaction" shall mean an increase in the percentage
of the outstanding shares of Common Stock or the percentage of the combined
voting power of the outstanding Voting Stock of the Company beneficially owned
by any Person solely as a result of a reduction in the number of shares of
Common Stock then outstanding due to the repurchase of Common Stock or Voting
Stock by the Company, unless and until such time as (a) such Person or any
Affiliate or Associate of such Person shall purchase or otherwise become the
Beneficial Owner of additional shares of Common Stock constituting 1% or more of
the then outstanding shares of Common Stock or additional Voting Stock
representing 1% or more of the combined voting power of the then outstanding
Voting Stock, or (b) any other Person (or Persons) who is (or collectively are)
the Beneficial Owner of shares of Common Stock constituting 1% or more of the
then outstanding shares of Common Stock or Voting Stock representing 1% or more
of the combined voting power of the then outstanding Voting Stock shall become
an Affiliate or Associate of such Person.

                  "Person" shall mean any individual, firm, corporation,
partnership, association, trust, unincorporated organization or other entity.

                  "Voting Stock" shall mean, with respect to a corporation, all
securities of such corporation of any class or series that are entitled to vote
generally in the election of directors of such corporation (excluding any class
or series that would be entitled so to vote by reason of the occurrence of any
contingency, so long as such contingency has not occurred).


                                       20