EXHIBIT 4.9

                                 OMI CORPORATION
                           2001 RESTRICTED STOCK PLAN


Section 1. Purposes. The purposes of the OMI Corporation 2001 Restricted Stock
Plan are:

(a)       To further the growth, development and success of the Company by
          enabling the executive officers of the Company and its subsidiaries
          and directors of the Company to acquire a continuing equity interest
          in the Company, thereby increasing their personal interests in such
          growth, development and success and motivating such executive officers
          and directors to exert their best efforts on behalf of the Company and
          its subsidiaries; and

(b)       To maintain the ability of the Company and its subsidiaries to attract
          and retain executive officers and directors of outstanding ability by
          offering them an opportunity to acquire a continuing equity interest
          in the Company which will reflect the growth, development and success
          of the Company.

Towards these objectives, the Committee may award Restricted Stock to such
executive officers and directors pursuant to the terms and conditions of the
Plan.


Section 2. Definitions. As used in the Plan, the following capitalized terms
shall have the meanings set forth below:

Agreement: a written certificate or award agreement evidencing an Award, as
described in Section 6.

Award: shares of Restricted Stock awarded pursuant to the terms and conditions
of the Plan.

Board: the Board of Directors of the Company.

Change in Control: a "change in control" with respect to the Company that would
be required to be reported in response to Item 1(a) of the Company's current
report on Form 8-K, pursuant to Section 13 or 15(d) of the Exchange Act, or
equivalent for foreign filers; provided that, without limitation, a "Change in
Control" shall be deemed to have occurred at such time as any person or group of
persons, within the meaning of Section 13(d) or 14(d) of the Exchange Act, is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of twenty percent (20%) or more of the combined
voting power of the then outstanding securities of the Company (other than, in
any such event, a sale or other disposition to or for the benefit of any
employee benefit plan (or related trust) of the Company or a subsidiary of the
Company, or acquisition or offer to acquire, by or on behalf of, the Company or
a subsidiary of the Company or any group comprised solely of such entities, of
shares of Stock); provided, however, that a "Change in Control" shall not be
deemed to have occurred if such a person or group files and maintains a Schedule
13G pursuant to Rule 13d-1 under the Exchange Act in connection with its
purchase of such securities; provided further, however, that upon the filing of
a Schedule 13D pursuant to such rule by such person or group in connection with
such

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securities, there shall be deemed to be an immediate "Change in Control." The
foregoing to the contrary notwithstanding, a "Change in Control" shall be deemed
to have occurred if individuals who constitute the "Incumbent Board" cease for
any reason to constitute at least a majority of the Board. "Incumbent Board"
shall mean those individuals who constitute the Board immediately following the
effective date of the Plan, or any additional individual who becomes a member of
the Board and whose election, or nomination for election, by the shareholders of
the Company was approved by a vote of at least three-fourths of the members of
the Board comprising the Incumbent Board (either by a specific vote or by
approval of the proxy statement of the Company in which such individual was
named as a nominee for member of the Board without objection to such
nomination).

Committee: the Compensation Committee of the Board, or such other Board
committee as may be designated by the Board to administer the Plan.

Company: OMI Corporation, a Marshall Islands corporation, or any successor
entity.

Exchange Act: the Securities Exchange Act of 1934, as it may be amended from
time to time, including the rules and regulations promulgated thereunder and
successor provisions and regulations and rules thereto.

Fair Market Value of a share of Stock as of a given date: (a) the mean of the
highest and lowest reported sale prices for a share of Stock, on the principal
exchange on which the Stock is then listed or admitted to trading, for such
date, or, if no such prices are reported for such date, the most recent day for
which such prices are available shall be used; (b) if actual sales prices of the
Stock are not subject to reporting, the mean of the closing representative bid
and asked prices for a share of Stock on such date as reported by any nationally
recognized quotation system selected by the Committee; or (c) if the Stock is
not then listed or admitted to trading on a stock exchange and the method
provided for in clause (b) above shall not be practicable, the fair market value
determined by such other reasonable valuation method as the Committee shall, in
its discretion, select and apply in good faith as of the given date.

Participant: an individual who is eligible, pursuant to Section 5, and who has
been selected, pursuant to Section 3(b), to participate in the Plan, and who
holds an outstanding Award pursuant to the Plan.

Plan: this OMI Corporation 2001 Restricted Stock Plan.

Restricted Stock: Stock awarded under the Plan in accordance with the terms and
conditions set forth in Section 6.

Restriction Period: a time period, which may or may not be based upon the
achievement of particular performance goals and/or the satisfaction of vesting
provisions (which may be dependent on the continued service of the applicable
Participant) applicable to, and established or specified by the Committee at the
time of, each award of Restricted Stock.

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Securities Act: the Securities Act of 1933, as it may be amended from time to
time, including the regulations and rules promulgated thereunder and successor
provisions and regulations and rules thereto.

Stock: the common stock, par value $0.50 per share, of the Company.


Section 3. Administration and Interpretation.

(a)       The Committee shall have exclusive authority to operate, manage and
          administer the Plan in accordance with its terms and conditions.
          Notwithstanding the foregoing, in its absolute discretion, the Board
          may at any time and from time to time exercise any and all rights,
          duties and responsibilities of the Committee under the Plan,
          including, but not limited to, establishing procedures to be followed
          by the Committee, except with respect to matters which under any
          applicable law, regulation or rule, are required to be determined in
          the sole discretion of the Committee. If and to the extent that no
          Committee exists which has the authority to administer the Plan, the
          functions of the Committee shall be exercised by the Board.

(b)       The Committee shall be appointed from time to time by the Board, and
          the Committee shall consist of not less than two members of the Board.
          Appointment of Committee members shall be effective upon their
          acceptance of such appointment. Committee members may be removed by
          the Board at any time either with or without cause, and such members
          may resign at any time by delivering notice thereof to the Board. Any
          vacancy on the Committee, whether due to action of the Board or any
          other reason, shall be filled by the Board.

(c)       The Committee shall have full authority to grant, pursuant to the
          terms of the Plan, Awards to those individuals who are eligible to
          receive Awards under the Plan. In particular, the Committee shall have
          discretionary authority, in accordance with the terms of the Plan, to:
          determine eligibility for participation in the Plan; select, from time
          to time, from among those eligible, the executive officers of the
          Company and its subsidiaries and directors of the Company to whom
          Awards shall be granted under the Plan, which selection may be based
          upon information furnished to the Committee by the Company's or its
          subsidiaries' management; determine the number of shares of Stock to
          be included in any Award and the periods for which Awards will be
          outstanding; establish and administer any terms, conditions,
          performance criteria, restrictions, limitations, forfeiture, vesting
          schedule, and other provisions, including, without limitation, the
          Restriction Period, of or relating to any Award; grant waivers of
          terms, conditions, restrictions and limitations under the Plan or
          applicable to any Award, or accelerate the vesting of any Award; amend
          or adjust the terms and conditions of any outstanding Award and/or
          adjust the number and/or class of shares of Stock subject to any
          outstanding Award; at any time and from time to time after the
          granting of an Award, specify such additional terms, conditions and
          restrictions with respect to any such Award as may be deemed necessary
          or appropriate to ensure compliance with any and all applicable laws
          or rules, including, but not limited to, terms, restrictions and
          conditions for compliance with applicable securities laws and methods
          of withholding or providing

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          for the payment of required taxes; offer to buy out an Award
          previously granted, based on such terms and conditions as the
          Committee shall establish with and communicate to the Participant at
          the time such offer is made; and, to the extent permitted under the
          applicable Agreement, permit the transfer of an Award by one other
          than the Participant who received the grant of such Award.

(d)       The Committee shall have all authority that may be necessary or
          helpful to enable it to discharge its responsibilities with respect to
          the Plan. Without limiting the generality of the foregoing sentence or
          Section 3(a), and in addition to the powers otherwise expressly
          designated to the Committee in the Plan, the Committee shall have the
          exclusive right and discretionary authority to interpret the Plan and
          the Agreements; construe any ambiguous provision of the Plan and/or
          the Agreements and decide all questions concerning eligibility for and
          the amount of Awards granted under the Plan. The Committee may
          establish, amend, waive and/or rescind rules and regulations and
          administrative guidelines for carrying out the Plan and may correct
          any errors, supply any omissions or reconcile any inconsistencies in
          the Plan and/or any Agreement or any other instrument relating to any
          Awards. The Committee shall have the authority to adopt such
          procedures and subplans and grant Awards on such terms and conditions
          as the Committee determines necessary or appropriate to permit
          participation in the Plan by individuals otherwise eligible to so
          participate who are foreign nationals or employed outside of the
          United States, or otherwise to conform to applicable requirements or
          practices of jurisdictions outside of the United States; and take any
          and all such other actions it deems necessary or advisable for the
          proper operation and/or administration of the Plan. The Committee
          shall have full discretionary authority in all matters related to the
          discharge of its responsibilities and the exercise of its authority
          under the Plan. Decisions and actions by the Committee with respect to
          the Plan and any Agreement shall be final, conclusive and binding on
          all persons having or claiming to have any right or interest in or
          under the Plan and/or any Agreement.

(e)       Each Award shall be evidenced by an Agreement, which shall be executed
          by the Company and the Participant to whom such Award has been
          granted, unless the Agreement provides otherwise; two or more Awards
          granted to a single Participant may, however, be combined in a single
          Agreement. An Agreement shall not be a precondition to the granting of
          an Award; no person shall have any rights under any Award, however,
          unless and until the Participant to whom the Award shall have been
          granted (i) shall have executed and delivered to the Company an
          Agreement or other instrument evidencing the Award, unless such
          Agreement provides otherwise, and (ii) has otherwise complied with the
          applicable terms and conditions of the Award. The Committee shall
          prescribe the form of all Agreements, and, subject to the terms and
          conditions of the Plan, shall determine the content of all Agreements.
          Any Agreement may be supplemented or amended in writing from time to
          time as approved by the Committee; provided that the terms and
          conditions of any such Agreement as supplemented or amended are not
          inconsistent with the provisions of the Plan.

(f)       Except to the extent prohibited by applicable law, including, without
          limitation, the requirements for any Award to an officer to be covered
          by any exemptive rule under

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          Section 16 of the Exchange Act (including Rule 16b-3, or any successor
          rule, as the same may be amended from time to time), or the applicable
          rules of a stock exchange, the Committee may, in its discretion,
          allocate all or any portion of its responsibilities and powers under
          this Section 3 to any one or more of its members and/or delegate all
          or any part of its responsibilities and powers under this Section 3 to
          any person or persons selected by it; provided, however, that the
          Committee may not delegate its authority to correct errors, omissions
          or inconsistencies in the Plan. Any such authority delegated or
          allocated by the Committee under this Section 3(f) shall be exercised
          in accordance with the terms and conditions of the Plan and any rules,
          regulations or administrative guidelines that may from time to time be
          established by the Committee, and any such allocation or delegation
          may be revoked by the Committee at any time.


Section 4. Shares of Stock Subject to the Plan.

(a)       The securities subject to Awards granted under the Plan shall be
          shares of Stock. Such shares of Stock subject to the Plan may be
          either authorized and unissued shares (which will not be subject to
          preemptive rights) or previously issued shares acquired by the Company
          or any subsidiary of the Company. The total number of shares of Stock
          that may be delivered pursuant to Awards granted under the Plan is
          1,000,000; provided, however, that the number of shares of Stock that
          may be delivered hereunder shall be reduced by the number of shares of
          Stock subject to stock options granted under the OMI Corporation 1998
          Stock Option Plan after the effective date of the Plan, to the extent
          required to cause the aggregate number of shares of Stock authorized
          for issuance under the Plan and the OMI Corporation 1998 Stock Option
          Plan to not exceed more than 3,467,154 shares of Stock; provided
          further, however, that the foregoing limitations, as well as the
          limitation specified in Section 5(b), shall not apply to the extent
          that the shares of Stock delivered under the Plan have been acquired
          by the Company or its subsidiaries in the open market.

(b)       Notwithstanding any of the foregoing limitations set forth in this
          Section 4, the number of shares of Stock specified in this Section 4
          shall be adjusted as provided in Section 10.

(c)       Any shares of Stock subject to an Award which are forfeited to the
          Company may again be granted pursuant to an Award under the Plan,
          subject to the limitations of this Section 4.


Section 5. Eligibility.


(a)       Executive officers of the Company and its subsidiaries and directors
          of the Company (whether or not also employees) shall be eligible to
          become Participants and receive Awards in accordance with the terms
          and conditions of the Plan.

(b)       Notwithstanding any other provision of the Plan to the contrary, but
          subject to the second proviso of the second sentence of Section 4(a),
          no single Participant may acquire under the Plan more than 693,430
          shares of Stock.

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Section 6. Awards of Restricted Stock.

(a)       All Awards under the Plan shall be subject to all the applicable
          provisions of the Plan, including the following terms and conditions,
          and to such other terms and conditions not inconsistent therewith, as
          the Committee shall determine and which are set forth in the
          applicable Agreement. Subject to the terms and restrictions of this
          Section 6 or the applicable Agreement or determined by the Committee,
          upon delivery of Restricted Stock to a Participant, or creation of a
          book entry evidencing a Participant's ownership of shares of
          Restricted Stock, pursuant to Section 6(e), the Participant shall have
          all of the rights of a stockholder with respect to such shares.

(b)       The Committee may, in its discretion, authorize the award of
          Restricted Stock to a Participant. The Committee may make any such
          Award without the requirement of any cash payment from the Participant
          to whom such Award is made, or may require a cash payment from such a
          Participant in an amount no greater than the aggregate Fair Market
          Value of the Restricted Stock as of the date of grant in exchange for,
          or as a condition precedent to, the completion of such Award and the
          issuance of such shares of Restricted Stock.

(c)       During the Restriction Period stated in the Agreement, the Participant
          who receives shares of Restricted Stock shall not be permitted to
          sell, transfer, pledge, assign, encumber or otherwise dispose of such
          shares. Any attempt by such recipient to do so shall constitute the
          immediate and automatic forfeiture of such Award.

(d)       Except as otherwise provided in Section 10(c), shares of Restricted
          Stock shall be forfeited and revert to the Company upon (i)
          termination for any reason of the recipient's service with the Company
          or a subsidiary of the Company and/or (ii) failure to satisfy any
          performance goals to the extent set forth in the Agreement.
          Notwithstanding the foregoing, upon any such termination of service
          during the Restriction Period, shares of Restricted Stock shall become
          free of all or part of the restrictions applicable thereto to the
          extent that the Agreement, as determined by the Committee in its
          discretion on the award date, provides for lapse of such restrictions
          upon such termination of service, or the Committee, in its discretion,
          otherwise determines to waive forfeiture of such shares of Restricted
          Stock for whatever reason the Committee considers to be in the
          interests of the Company.

(e)       Each Participant who receives shares of Restricted Stock hereunder
          shall be issued one or more stock certificates in respect of such
          shares of Restricted Stock. Any such stock certificates for shares of
          Restricted Stock shall be registered in the name of the Participant
          but shall be appropriately legended and returned to the Company or its
          agent by the recipient, together with a stock power or other
          appropriate instrument of transfer, endorsed in blank by the
          recipient. The foregoing to the contrary notwithstanding, as the
          Committee, in its discretion, may deem appropriate, in lieu of the
          issuance of certificates for any shares of Restricted Stock during the
          applicable Restriction Period, a "book entry" (i.e., a computerized or
          manual entry) may be made in the records of the Company, or its
          designated agent, to evidence the ownership of such shares of
          Restricted Stock in the

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          name of the applicable Participant. Such records of the Company or
          such agent shall, absent manifest error, be binding on all
          Participants hereunder. The holding of shares of Restricted Stock by
          the Company or its agent, or the use of book entries to evidence the
          ownership of shares of Restricted Stock, in accordance with this
          Section 6(e), shall not affect the rights of Participants as owners of
          their shares of Restricted Stock, nor affect the Restriction Period
          applicable to such shares under the Plan or the Agreement.

(f)       During the Restriction Period, a Participant who holds outstanding
          shares of Restricted Stock shall be entitled to any dividends paid
          thereon, unless determined otherwise by the Committee and set forth in
          the Agreement. The Committee may apply any restrictions to such
          dividends that the Committee deems appropriate. Except as set forth in
          the Agreement, in the event of any adjustment as provided in Section
          10, or any stock or securities are received as a dividend on shares of
          Restricted Stock, any new or additional shares or securities received
          by a recipient of Restricted Stock shall be subject to the same terms
          and conditions, including the Restriction Period, as relate to the
          original shares of Restricted Stock.

(g)       A Participant's shares of Restricted Stock shall become free of the
          foregoing restrictions upon the expiration of the applicable
          Restriction Period and the Company shall, subject to Sections 6(h),
          11(c) and 11(d), then deliver stock certificates evidencing such Stock
          to such Participant.

(h)       Restricted Stock and any Stock received upon the expiration of the
          Restriction Period shall be subject to such other transfer
          restrictions and/or legending requirements that are imposed by the
          Committee, in its discretion, and may be specified in the Agreement.

(i)       Subject to the terms of the Plan, the Committee may modify outstanding
          Awards or accept the surrender of outstanding shares of Restricted
          Stock (to the extent that the Restriction Period or other restrictions
          applicable to such shares have not yet lapsed) and grant new Awards in
          substitution for such Restricted Stock.


Section 7. Transfer, Leave of Absence.

A transfer of an employee from the Company to a subsidiary or an affiliate of
the Company, or vice versa, or from one subsidiary or affiliate to another, and
a leave of absence, duly authorized in writing by the Company or a subsidiary or
affiliate of the Company, shall not be deemed a termination of employment of
such employee.


Section 8. Rights of Employees and Other Persons.

(a)       No person shall have any rights or claims under the Plan except in
          accordance with the provisions of the Plan and the applicable
          Agreement.

(b)       Nothing contained in the Plan or in any Agreement shall be deemed to
          give any director, executive officer or any other employee the right
          to be retained in the service of the Company or a subsidiary thereof
          nor restrict in any way the right of the Company or any

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          such subsidiary to terminate any executive officer's or other
          employee's employment or any director's service on the Board at any
          time with or without cause.

(c)       The adoption of the Plan shall not be deemed to give any director,
          executive officer or employee of the Company or a subsidiary thereof
          or any other person any right to be selected to participate in the
          Plan or to be granted an Award.

(d)       Nothing contained in the Plan or in any Agreement shall be deemed to
          give any director, executive officer or any other employee the right
          to receive any bonus, whether payable in cash or in Stock, or in any
          combination thereof, from the Company or its subsidiaries, nor be
          construed as limiting in any way the right of the Company or its
          subsidiaries to determine, in its sole discretion, whether or not it
          shall pay any employee or director bonuses, and, if so paid, the
          amount thereof and the manner of such payment.


Section 9. Tax Withholding Obligations.

(a)       The Company is authorized to take whatever actions are necessary and
          proper to satisfy all obligations of Participants (including, for
          purposes of this Section 9, any other person entitled to exercise an
          Award pursuant to the Plan or an Agreement) for the payment of all
          Federal, state, local and foreign taxes in connection with any Awards
          (including, but not limited to, actions pursuant to the following
          Section 9(b)).

(b)       Each Participant shall (and in no event shall Stock be delivered to a
          Participant with respect to an Award until), no later than the date as
          of which the value of the Award first becomes includible in the gross
          income of the Participant for income tax purposes, pay to the Company
          in cash, or make arrangements satisfactory to the Company, as
          determined in the Committee's discretion, regarding payment to the
          Company of, any taxes of any kind required by law to be withheld with
          respect to the Stock or other property subject to such Award, and the
          Company shall, to the extent permitted by law, have the right to
          deduct any such taxes from any payment of any kind otherwise due to
          such Participant. Notwithstanding the above, the Committee may, in its
          discretion and pursuant to procedures approved by the Committee,
          permit the Participant to elect withholding by the Company of Stock or
          other property otherwise deliverable to such Participant pursuant to
          his or her Award, provided, however, that the amount of any Stock so
          withheld shall not exceed the amount necessary to satisfy the
          Company's required tax withholding obligations using the minimum
          statutory withholding rates for Federal, state and/or local tax
          purposes, including payroll taxes, that are applicable to supplemental
          taxable income in full or partial satisfaction of such tax
          obligations, based on the Fair Market Value of the Stock on the
          payment date as determined by the Committee.

(c)       If a Participant makes an election under Section 83(b) of the Internal
          Revenue Code of 1986, as amended (the "Code"), or any successor
          section thereto, to be taxed with respect to an Award as of the date
          of transfer of the Restricted Stock rather than as of the date or
          dates upon which the Participant would otherwise be taxable under
          Section 83(a) of the Code, such Participant shall deliver a copy of
          such election to the Company immediately after filing such election
          with the Internal Revenue Service. Neither the Company nor

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          any of its affiliates shall have any liability or responsibility
          relating to or arising out of the filing or not filing of any such
          election or any defects in its construction.


Section 10. Changes in Capital.

(a)       The existence of the Plan and any Awards granted hereunder shall not
          affect in any way the right or power of the Board or the stockholders
          of the Company to make or authorize any adjustment, recapitalization,
          reorganization or other change in the Company's or its subsidiaries'
          capital structure or its business, any merger or consolidation of the
          Company or a subsidiary of the Company, any issue of debt, preferred
          or prior preference stock ahead of or affecting Stock, the
          authorization or issuance of additional shares of Stock, the
          dissolution or liquidation of the Company or its subsidiaries, any
          sale or transfer of all or part of its assets or business or any other
          corporate act or proceeding.

(b)       Upon changes in the outstanding Stock by reason of a stock dividend,
          stock split, reverse stock split, subdivision, recapitalization,
          reclassification, merger, consolidation (whether or not the Company is
          a surviving corporation), combination or exchange of shares of Stock,
          separation, or reorganization, or in the event of an extraordinary
          dividend, "spin-off," liquidation, other substantial distribution of
          assets of the Company or acquisition of property or stock or other
          change in capital of the Company, or the issuance by the Company of
          shares of its capital stock without receipt of full consideration
          therefor, or rights or securities exercisable, convertible or
          exchangeable for shares of such capital stock, or any similar change
          affecting the Company's capital structure, the aggregate number, class
          and kind of shares of stock available under the Plan as to which
          Awards may be granted, the limitation set forth in Section 5 on the
          number of shares of Stock that may be acquired by a single Participant
          under the Plan and the number, class and kind of shares under each
          outstanding Award shall be appropriately adjusted by the Committee in
          its discretion to preserve the benefits or potential benefits intended
          to be made available under the Plan or with respect to any outstanding
          Awards or otherwise necessary to reflect any such change.

(c)       Immediately prior to a Change in Control, all restrictions imposed by
          the Committee on any outstanding Award shall be immediately
          automatically canceled, the Restriction Period applicable to all
          outstanding Awards shall immediately terminate and such Awards shall
          be fully vested, and any applicable performance goals shall be deemed
          achieved at not less than the target level.

(d)       No Participant shall have or be deemed to have any right to prevent
          the consummation of the acts described in this Section 10 affecting
          the number of shares of Stock subject to any Award held by the
          Participant. Any actions or determinations by the Committee under this
          Section 10 need not be uniform as to all outstanding Awards, and need
          not treat all Participants identically.

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Section 11. Miscellaneous Provisions.

(a)       The Plan shall be unfunded. The Company shall not be required to
          establish any special or separate fund or to make any other
          segregation of assets to assure the issuance of shares of Stock under
          any Award. Any proceeds from Awards under the Plan shall constitute
          general funds of the Company.

(b)       Except as otherwise provided in this Section 11(b) or by the
          Committee, an Award by its terms shall be personal and may not be
          sold, transferred, pledged, assigned, encumbered or otherwise
          alienated or hypothecated otherwise than by will or by the laws of
          descent and distribution and shall be exercisable during the lifetime
          of a Participant only by him or her. An Agreement may permit the
          payment or distribution of a Participant's Award (or any portion
          thereof) after his or her death to the beneficiary most recently named
          by such Participant in a written designation thereof filed with the
          Company, or, in lieu of any such surviving beneficiary, as designated
          by the Participant by will or by the laws of descent and distribution.
          In the event any Award is to be paid or distributed to the executors,
          administrators, heirs or distributees of the estate of a deceased
          Participant, or such a Participant's beneficiary, in any such case
          pursuant to the terms and conditions of the Plan and the applicable
          Agreement and in accordance with such terms and conditions as may be
          specified from time to time by the Committee, the Company shall be
          under no obligation to issue Stock thereunder unless and until the
          Committee is satisfied that the person or persons to receive such
          Stock is the duly appointed legal representative of the deceased
          Participant's estate or the proper legatee or distributee thereof or
          the named beneficiary of such Participant.

(c)       (i)     Notwithstanding any other provision of the Plan, any Award
                  granted to an officer of the Company who is then subject to
                  Section 16 of the Exchange Act, shall be subject to any
                  additional limitations set forth in any applicable exemptive
                  rule under Section 16 of the Exchange Act (including Rule
                  16b-3, or any successor rule, as the same may be amended from
                  time to time) that are requirements for the application of
                  such exemptive rule, and the Plan and applicable Agreement
                  shall be deemed amended to the extent necessary to conform to
                  such limitations.

          (ii)    If at any time the Committee shall determine, in its
                  discretion, that the listing, registration and/or
                  qualification of shares of Stock upon any securities exchange
                  or under any state or Federal law, or the consent or approval
                  of any governmental regulatory body, is necessary or desirable
                  as a condition of, or in connection with, the sale or purchase
                  of shares of Stock hereunder, no Award may be awarded or paid
                  in whole or in part unless and until such listing,
                  registration, qualification, consent and/or approval shall
                  have been effected or obtained, or otherwise provided for,
                  free of any conditions not acceptable to the Committee.

          (iii)   If at any time counsel to the Company shall be of the opinion
                  that any sale or delivery of shares of Stock pursuant to an
                  Award is or may be in the circumstances unlawful or result in
                  the imposition of excise taxes on the Company or its
                  affiliates under the statutes, rules or regulations of any
                  applicable jurisdiction, the Company shall have no obligation
                  to make such sale or delivery, or to make any application or
                  to effect or to maintain any qualification or

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                  registration under the Securities Act, or otherwise with
                  respect to shares of Stock or Awards, until, in the opinion of
                  such counsel, such sale or delivery shall be lawful or will
                  not result in the imposition of excise taxes on the Company or
                  its affiliates.

          (iv)    Upon termination of any period of suspension under this
                  Section 11(c), any Award affected by such suspension which
                  shall not then have expired or terminated shall be reinstated
                  as to all shares available before such suspension and as to
                  the shares which would otherwise have become available during
                  the period of such suspension, but no suspension shall extend
                  the term of any Award.

(d)       The Committee may require each person receiving Stock in connection
          with any Award under the Plan to represent and agree with the Company
          in writing that such person is acquiring the shares of Stock for
          investment without a view to the distribution thereof. The Committee,
          in its absolute discretion, may impose such restrictions on the
          ownership and transferability of the shares of Stock purchasable or
          otherwise receivable by any person under any Award as it deems
          appropriate. Any such restrictions shall be set forth in the
          applicable Agreement, and the certificates evidencing such shares may
          include any legend that the Committee deems appropriate to reflect any
          such restrictions.

(e)       By accepting any benefit under the Plan, each Participant and each
          person claiming under or through such Participant shall be
          conclusively deemed to have indicated their acceptance and
          ratification of, and consent to, all of the terms and conditions of
          the Plan and any action taken under the Plan by the Company, the
          Committee or the Board, in any case in accordance with the terms and
          conditions of the Plan.

(f)       In the discretion of the Committee, a Participant may elect
          irrevocably (at a time and in a manner determined by the Committee)
          prior to the expiration of the Restriction Period applicable to his or
          her Restricted Stock that delivery of shares of Stock upon such
          expiration shall be deferred until a future date and/or the occurrence
          of a future event or events, specified in such election. Upon the
          vesting of such Restricted Stock and until the delivery of any
          deferred shares, the number of shares otherwise issuable to the
          Participant shall be credited to a memorandum account in the records
          of the Company and any dividends or other distributions payable on
          such shares shall be deemed reinvested in additional shares of Stock,
          in a manner determined by the Committee, until all shares of Stock
          credited to such Participant's memorandum account shall become
          issuable pursuant to the Participant's election.

(g)       Neither the adoption of the Plan nor anything contained herein shall
          affect any other compensation or incentive plans or arrangements of
          the Company or its subsidiaries, or prevent or limit the right of the
          Company or any subsidiary to establish any other forms of incentives
          or compensation for their directors, employees or consultants or grant
          or assume options or other rights otherwise than under the Plan.

                                       11
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(h)       The Plan shall be governed by and construed in accordance with the
          laws of the State of New York, without regard to such state's conflict
          of law provisions, and, in any event, except as superseded by
          applicable Federal law.

(i)       The words "Section," "subsection" and "paragraph" herein shall refer
          to provisions of the Plan, unless expressly indicated otherwise.
          Wherever any words are used in the Plan or any Agreement in the
          masculine gender they shall be construed as though they were also used
          in the feminine gender in all cases where they would so apply, and
          wherever any words are used herein in the singular form they shall be
          construed as though they were also used in the plural form in all
          cases where they would so apply.

(j)       The Company shall bear all costs and expenses incurred in
          administering the Plan, including expenses of issuing Stock pursuant
          to any Awards granted hereunder.


Section 12. Limits of Liability

(a)       Any liability of the Company or its subsidiaries to any Participant
          with respect to any Award shall be based solely upon contractual
          obligations created by the Plan and the Agreement.

(b)       None of the Company, its subsidiaries, any member of the Board or the
          Committee, or any other person participating in any determination of
          any question under the Plan, or in the interpretation, administration
          or application of the Plan, shall have any liability, in the absence
          of bad faith, to any party for any action taken or not taken in
          connection with the Plan, except as may expressly be provided by
          statute.


Section 13. Effective Date; Amendments and Termination

(a)       The Plan shall be adopted and approved by the Board and, following
          such adoption and approval, shall become effective on July 1, 2001.

(b)       The Board may, at any time and with or without prior notice, amend,
          alter, suspend, or terminate the Plan, retroactively or otherwise;
          provided, however, that, unless otherwise required by law or
          specifically provided herein, no such amendment, alteration,
          suspension, or termination shall be made which would materially impair
          the previously accrued rights of any Participant with respect to his
          or her Award without his or her written consent. The Committee may
          amend the terms of any Award previously granted, including any
          Agreement, retroactively or prospectively, but no such amendment shall
          materially impair the previously accrued rights of any Participant
          with respect to any such Award without his or her written consent.

(c)       The Plan shall terminate upon the date all shares of Stock subject to
          the Plan have been delivered pursuant to the Plan's provisions, and no
          such shares are any longer subject to any Restriction Period.