<PAGE>

                                                                     EXHIBIT 4.6

















                      NONEMPLOYEE DIRECTORS AND CONSULTANTS
                             STOCK INCENTIVE PROGRAM
                            (AS AMENDED AND RESTATED)

                        Edwards Lifesciences Corporation

                                   March 2001

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                                    CONTENTS

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<S>               <C>                                                                                           <C>
Article 1.        Establishment, Objectives, and Duration........................................................1

Article 2.        Definitions....................................................................................1

Article 3.        Administration.................................................................................4

Article 4.        Eligibility and Participation..................................................................4

Article 5.        Shares Subject to the Program..................................................................5

Article 6.        Stock Options..................................................................................6

Article 7.        Restricted Stock...............................................................................8

Article 8.        Beneficiary Designation........................................................................9

Article 9.        Deferrals.....................................................................................10

Article 10.       Rights of Nonemployee Directors and Consultants...............................................10

Article 11.       Change in Control.............................................................................10

Article 12.       Amendment, Modification, and Termination......................................................11

Article 13.       Compliance with Applicable Law and Withholding................................................11

Article 14.       Indemnification...............................................................................12

Article 15.       Successors....................................................................................12

Article 16.       Legal Construction............................................................................13
</TABLE>


                                      -i-

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                        EDWARDS LIFESCIENCES CORPORATION

          NONEMPLOYEE DIRECTORS AND CONSULTANTS STOCK INCENTIVE PROGRAM
                            (AS AMENDED AND RESTATED)

ARTICLE 1. ESTABLISHMENT, OBJECTIVES, AND DURATION

      1.1 ESTABLISHMENT OF THE PROGRAM. Edwards Lifesciences Corporation, a
Delaware corporation (hereinafter referred to as the "Company"), hereby amends
and restates the incentive compensation plan established April 1, 2000 and known
as the "Edwards Lifesciences Corporation Nonemployee Directors and Consultants
Stock Incentive Program" (hereinafter, as amended and restated, referred to as
the "Program"), as set forth in this document. The Program permits the grant of
Nonqualified Stock Options and Restricted Stock.

      The Program became effective as of April 1, 2000 (the "Effective Date")
and shall remain in effect as provided in Section 1.3 hereof.

      1.2 OBJECTIVES OF THE PROGRAM. The objectives of the Program are to
optimize the profitability and growth of the Company through long-term
incentives which are consistent with the Company's goals and which link the
personal interests of Participants to those of the Company's stockholders. The
Program is further intended to provide flexibility to the Company in its ability
to motivate, attract, and retain the services of Participants who make
significant contributions to the Company's success and to allow Participants to
share in the success of the Company.

      1.3 DURATION OF THE PROGRAM. The Program shall commence on the Effective
Date, as described in Section 1.1 hereof, and shall remain in effect, subject to
the right of the Board to amend or terminate the Program at any time pursuant to
Article 12 hereof, until all Shares subject to it shall have been purchased or
acquired according to the Program's provisions. However, in no event may an
Award be granted under the Program on or after April 1, 2010.

ARTICLE 2. DEFINITIONS

      Whenever used in the Program, the following terms shall have the meanings
set forth below, and when the meaning is intended, the initial letter of the
word shall be capitalized:

      2.1 "ANNUAL RETAINER" means the fixed annual fee of a Nonemployee Director
in effect on the first day of the year in which such Annual Retainer is payable
for services to be rendered as a Nonemployee Director of the Company. The Annual
Retainer does not include meeting or chairmanship fees.

      2.2 "AWARD" means, individually or collectively, a grant under this
Program of Nonqualified Stock Options and Restricted Stock.

      2.3 "AWARD AGREEMENT" means an agreement entered into by the Company and
each Participant setting forth the terms and provisions applicable to Awards
granted under this Program.

<PAGE>

      2.4 "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
Company.

      2.5 "CHANGE IN CONTROL" of the Company shall mean the occurrence of any
one of the following events:

          (a)  Any "Person", as such term is used in Sections 13(d) and 14(d) of
               the Exchange Act (other than the Company, any corporation owned,
               directly or indirectly, by the stockholders of the Company in
               substantially the same proportions as their ownership of stock of
               the Company, and any trustee or other fiduciary holding
               securities under an employee benefit plan of the Company or such
               proportionately owned corporation), is or becomes the "beneficial
               owner" (as defined in Rule 13d-3 under the Exchange Act),
               directly or indirectly, of securities of the Company representing
               thirty percent (30%) or more of the combined voting power of the
               Company's then outstanding securities; or

          (b)  During any period of not more than twenty-four (24) months,
               individuals who at the beginning of such period constitute the
               Board of Directors of the Company, and any new director (other
               than a director designated by a Person who has entered into an
               agreement with the Company to effect a transaction described in
               Sections 2.5(a), 2.5(c), or 2.5(d) of this Section 2.5) whose
               election by the Board or nomination for election by the Company's
               stockholders was approved by a vote of at least two-thirds (2/3)
               of the directors then still in office who either were directors
               at the beginning of the period or whose election or nomination
               for election was previously so approved, cease for any reason to
               constitute at least a majority thereof; or

          (c)  The consummation of a merger or consolidation of the Company with
               any other entity, other than: (i) a merger or consolidation which
               would result in the voting securities of the Company outstanding
               immediately prior thereto continuing to represent (either by
               remaining outstanding or by being converted into voting
               securities of the surviving entity) more than sixty percent (60%)
               of the combined voting power of the voting securities of the
               Company or such surviving entity outstanding immediately after
               such merger or consolidation; or (ii) a merger or consolidation
               effected to implement a recapitalization of the Company (or
               similar transaction) in which no Person acquires more than thirty
               percent (30%) of the combined voting power of the Company's then
               outstanding securities; or

          (d)  The Company's stockholders approve a plan of complete liquidation
               or dissolution of the Company, or an agreement for the sale or
               disposition by the Company of all or substantially all of the
               Company's assets (or any transaction having a similar effect.

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

      2.7 "COMMITTEE" means the Compensation Committee or any other committee
appointed by the Board to administer Awards to Participants, as specified in
Article 3 herein.


                                      -2-
<PAGE>

      2.8 "COMPANY" means Edwards Lifesciences Corporation, a Delaware
corporation, and any successor thereto as provided in Article 15 herein.

      2.9 "CONSULTANT" means an individual who is providing or has provided
services to the Company but who is not an Employee or a member of the Board, and
who does not participate in the Edwards Lifesciences Corporation Long-Term Stock
Incentive Compensation Program. For the purposes of this Program, "Employee"
means an employee of the Company or of a Subsidiary of the Company and
"Subsidiary" is defined as any business, whether or not incorporated, in which
the Company has a direct or indirect ownership interest.

      2.10 "DISABILITY" shall have the meaning ascribed to such term in the
Participant's governing long-term disability plan, or if no such plan exists, at
the discretion of the Board.

      2.11 "EFFECTIVE DATE" shall have the meaning ascribed to such term in
Section 1.1 hereof.

      2.12 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor act thereto.

      2.13 "FAIR MARKET VALUE" means, at any date, the closing sale price on the
principal securities exchange on which the Shares are traded on the last
previous day on which a sale was reported.

      2.14 "INSIDER" shall mean an individual who is, on the relevant date, an
officer, director or ten percent (10%) beneficial owner of any class of the
Company's equity securities that is registered pursuant to Section 12 of the
Exchange Act, all as defined under Section 16 of the Exchange Act.

      2.15 "NONEMPLOYEE DIRECTOR" means a member of the Company's Board who is
not an Employee of the Company.

      2.16 "NONQUALIFIED STOCK OPTION" or "OPTION" means an option to purchase
Shares granted under Article 6 herein and which is not intended to meet the
requirements of Code Section 422.

      2.17 "OPTION PRICE" means the price at which a Share may be purchased by a
Participant pursuant to an Option.

      2.18 "PARTICIPANT" means a Nonemployee Director or Consultant who has been
selected to receive an Award or who has outstanding an Award granted under the
Program.

      2.19 "PERIOD OF RESTRICTION" means the period during which the transfer of
Shares of Restricted Stock is limited in some way (based on the passage of time,
the achievement of performance goals, or upon the occurrence of other events as
determined by the Committee, in its discretion), and the Shares are subject to a
substantial risk of forfeiture, as provided in Article 7 herein.

      2.20 "RESTRICTED STOCK" means an Award granted to a Participant pursuant
to Article 7 herein.

      2.21 "SHARES" means the shares of common stock of the Company.


                                      -3-
<PAGE>

ARTICLE 3. ADMINISTRATION

      3.1 GENERAL. The Program shall be administered by the Compensation
Committee of the Board, or by any other Committee appointed by the Board. Any
Committee administering the Program shall be comprised entirely of directors.
The members of the Committee shall be appointed from time to time by and shall
serve at the sole discretion of the Board. Members of the Committee may
participate in the Program. The Committee shall have the authority to delegate
administrative duties to officers, Employees, or directors of the Company;
provided that the Committee shall not be able to delegate its authority with
respect to granting Awards to Insiders.

      3.2 AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Certificate of Incorporation or Bylaws of the Company, and subject to the
provisions of the Program, the Committee shall have the authority to: (a)
interpret the provisions of the Program, and prescribe, amend, and rescind rules
and procedures relating to the Program; (b) grant Awards under the Program, in
such forms and amounts and subject to such terms and conditions as it deems
appropriate, including, without limitation, Awards which are made in combination
with or in tandem with other Awards (whether or not contemporaneously granted)
or compensation or in lieu of current or deferred compensation; (c) subject to
Article 12, modify the terms of, cancel and reissue, or repurchase outstanding
Awards; (d) prescribe the form of agreement, certificate or other instrument
evidencing any Award under the Program; (e) correct any defect or omission and
reconcile any inconsistency in the Program or in any Award hereunder; (f) to
design Awards to satisfy requirements to make such Awards tax-advantaged to
Participants in any jurisdiction or for any other reason that the Company
desires; and (g) make all other determinations and take all other actions as it
deems necessary or desirable for the administration of the Program; provided,
however, that it is the Company's intent that no outstanding Option will be
canceled for the purpose of reissuing such Option to a Participant at a lower
exercise price. The determination of the Committee on matters within its
authority shall be conclusive and binding on the Company and all other persons.
The Committee shall comply with all applicable law in administering the Plan. As
permitted by law (and subject to Section 3.1 herein), the Committee may delegate
its authority as identified herein.

      3.3 DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Program and all related orders and
resolutions of the Board shall be final, conclusive and binding on all persons,
including the Company, its stockholders, directors, Employees, Consultants,
Participants, and their estates and beneficiaries.

ARTICLE 4. ELIGIBILITY AND PARTICIPATION

      4.1 ELIGIBILITY. Persons eligible to participate in this Program shall
include all Nonemployee Directors and Consultants.

      4.2 ACTUAL PARTICIPATION. Subject to the provisions of the Program, the
Committee may, from time to time, select from all eligible Nonemployee Directors
and Consultants those to whom Awards shall be granted and shall determine the
nature and amount of each Award.


                                      -4-
<PAGE>

ARTICLE 5. SHARES SUBJECT TO THE PROGRAM

      5.1 NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to adjustment as
provided in Section 5.4 herein, the number of Shares hereby reserved for
delivery to Participants under the Program shall be three hundred thousand
(300,000) Shares. Subject to the restrictions for Nonemployee Directors set
forth in Articles 6 and 7, the Committee shall determine the appropriate
methodology for calculating the number of Shares issued pursuant to the Program.

      5.2 TYPE OF SHARES. Shares issued under the Program in connection with
Options may be authorized and unissued Shares or issued Shares held as treasury
Shares. Shares issued under the Program in connection with Restricted Stock
shall be issued Shares held as treasury Shares; provided, however, that
authorized and unissued Shares may be issued in connection with Restricted Stock
to the extent that the Committee determines that past services of the
Participant constitute adequate consideration for at least the par value
thereof.

      5.3 REUSAGE OF SHARES.

          (a)  GENERAL. In the event of the exercise or termination (by reason
               of forfeiture, expiration, cancellation, surrender or otherwise)
               of any Award under the Program, that number of Shares that was
               subject to the Award but not delivered shall again be available
               as Awards under the Program.

          (b)  RESTRICTED STOCK. In the event that Shares are delivered under
               the Program as Restricted Stock and are thereafter forfeited or
               reacquired by the Company pursuant to rights reserved upon the
               grant thereof, such forfeited or reacquired Shares shall again be
               available as Awards under the Program.

          (c)  LIMITATION. Notwithstanding the provisions of Sections 5.3(a) or
               5.3(b) above, the following Shares shall not be available for
               reissuance under the Program: (i) Shares which are withheld from
               any Award or payment under the Program to satisfy tax withholding
               obligations (as described in Section 13.3); (ii) Shares which are
               surrendered to fulfill tax obligations (as described in Section
               13.4); and (iii) Shares which are surrendered in payment of the
               Option Price upon the exercise of an Option.

      5.4 ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in
corporate capitalization, such as a stock split, or a corporate transaction,
such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether or
not such reorganization comes within the definition of such term in Code Section
368) or any partial or complete liquidation of the Company, such adjustment
shall be made in the number and class of Shares which may be delivered under
Section 5.1, in the number and class of and/or price of Shares subject to
outstanding Awards granted under the Program, and in the Award limits set forth
in Section 5.1, as may be determined to be appropriate and equitable by the
Board, in its sole discretion, to prevent dilution or enlargement of rights;
provided, however, that the number of Shares subject to any Award shall always
be a whole number. In a stock-for-stock acquisition of the Company, the
Committee may, in its sole discretion, substitute securities of another issuer
for any Shares subject to outstanding Awards.


                                      -5-
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ARTICLE 6. STOCK OPTIONS

      6.1 GRANT OF OPTIONS. Subject to the discretion of the Committee and the
terms and provisions of the Program, during the period beginning January 1, 2001
and ending April 1, 2010, each Nonemployee Director shall receive annually
Options to purchase ten thousand (10,000) Shares, effective as of the day
following each annual meeting of the Company's shareholders (but subject to any
vesting provisions or other restrictions determined by the Committee). Aside
from the foregoing annual grants, no additional Options shall be granted to
Nonemployee Directors under the Program.

      Subject to the terms and provisions of the Program, Options may be granted
to Consultants in such number, and upon such terms, and at any time and from
time to time as shall be determined by the Committee.

      If all or any portion of the exercise price or taxes incurred in
connection with the exercise are paid by delivery (or, in the case of payment of
taxes, by withholding of Shares) of other Shares of the Company, a Participant's
Options may provide for the grant of replacement Options. All Options under the
Program shall be granted in the form of nonqualified stock options as no Option
under the Program may be granted in the form of an incentive stock option as
defined under the provisions of Code Section 422.

      6.2 AWARD AGREEMENT. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as the
Committee shall determine.

      6.3 OPTION PRICE. The Option Price for each grant of an Option under this
Program shall be at least equal to one hundred percent (100%) of the Fair Market
Value of a Share on the date the Option is granted.

      6.4 DURATION OF OPTIONS. Each Option granted to a Participant shall expire
at such time as the Committee shall determine at the time of grant; provided,
however, that no Option shall be exercisable later than the tenth (10th)
anniversary date of its grant.

      6.5 EXERCISE OF OPTIONS. Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for
each grant or for each Participant.

      6.6 PAYMENT. Options granted under this Article 6 shall be exercised by
the delivery of a written notice of exercise to the Company, setting forth the
number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares.

      The Option Price upon exercise of any Option shall be payable to the
Company in full either: (a) in cash or its equivalent; or (b) by tendering
previously acquired Shares (by either actual delivery or attestation) having an
aggregate Fair Market Value at the time of exercise equal to the total Option
Price (provided that the Shares which are tendered must have been held by the
Participant for at least six (6) months prior to their tender to satisfy the
Option Price); or (c) by a combination of (a) and (b).


                                      -6-
<PAGE>

      The Committee also may allow cashless exercise as permitted under Federal
Reserve Board's Regulation T, subject to applicable securities law restrictions,
or by any other means which the Board determines to be consistent with the
Program's purpose and applicable law.

      Subject to any governing rules or regulations, as soon as practicable
after receipt of a written notification of exercise and full payment, the
Company shall deliver to the Participant, in the Participant's name (or, at the
discretion of the Participant, jointly in the names of the Participant and the
Participant's spouse), Share certificates in an appropriate amount based upon
the number of Shares purchased under the Option(s).

      6.7 RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option
granted under this Article 6 as it may deem advisable, including, without
limitation, restrictions under applicable federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares. Except as otherwise provided in a Participant's Award Agreement,
no Option granted under this Article 6 may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, except as otherwise provided in a
Participant's Award Agreement, all Options granted to a Participant under this
Article 6 shall be exercisable during his or her lifetime only by such
Participant.

      6.8 TERMINATION OF DIRECTORSHIP OR SERVICE. Each Participant's Option
Award Agreement shall set forth the extent to which the Participant shall have
the right to exercise the Option following termination of the Participant's
service to the Company as a Nonemployee Director or Consultant. Such provisions
shall be determined in the sole discretion of the Committee, shall be included
in the Award Agreement entered into with each Participant, need not be uniform
among all Options issued pursuant to this Article 6, and may reflect
distinctions based on the reasons for termination.

      6.9 NONTRANSFERABILITY OF OPTIONS. Except as otherwise provided in a
Participant's Award Agreement, no Option granted under this Article 6 may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, except
as otherwise provided in a Participant's Award Agreement, all Options granted to
a Participant under this Article 6 shall be exercisable during his or her
lifetime only by such Participant.

      6.10 SUBSTITUTION OF CASH. Unless otherwise provided in a Participant's
Award Agreement, and notwithstanding any provision in the Program to the
contrary (including but not limited to Section 12.3), in the event of a Change
in Control in which the Company's stockholders holding Shares receive
consideration other than shares of common stock that are registered under
Section 12 of the Exchange Act, the Committee shall have the authority to
require that any outstanding Option be surrendered to the Company by a
Participant for cancellation by the Company, with the Participant receiving in
exchange a cash payment from the Company within ten (10) days of the Change in
Control. Such cash payment shall be equal to the number of Shares under Option,
multiplied by the excess, if any, of the greater of (i) the highest per Share
price offered to stockholders in any transaction whereby the Change in Control
takes place, or (ii) the Fair Market Value of a Share on the date the Change in
Control occurs, over the Option Price.


                                      -7-
<PAGE>

      6.11 ELECTIVE GRANTS TO NONEMPLOYEE DIRECTORS IN LIEU OF ANNUAL RETAINER.
Subject to the terms and provisions of the Program and any other restrictions
set out by the Committee in its sole discretion, the Committee may permit each
Nonemployee Director to elect to receive all or a portion of his Annual Retainer
in the form of Options to be issued as of the first day on which such Annual
Retainer is otherwise due and payable (the "Conversion Date") and using the Fair
Market Value of a Share as of the Conversion Date as the Option Price of the
Options.

      If deferral elections are permitted by the Committee, each irrevocable
election shall be made in accordance with such rules as the Committee may
determine in its sole discretion. Except as may otherwise be determined by the
Committee, in the event of such an election, the number of Options which an
electing Nonemployee Director shall receive shall be determined by dividing that
portion of the Annual Retainer as to which the election is being made by the
Fair Market Value of a Share on the Conversion Date and multiplying the quotient
by four (4).

      Any portion of a Nonemployee Director's Annual Retainer for which an
election has not been made pursuant to this Section 6.11, shall be paid in cash
to such Nonemployee Director at such time or times as payments thereof are
customarily made by the Company.

ARTICLE 7. RESTRICTED STOCK

      7.1 GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of the
Program, each Nonemployee Director shall be granted five thousand (5,000) Shares
of Restricted Stock effective as of the later of (i) April 1, 2000, or (ii) the
date of such Nonemployee Director's first election to the Board.

      Subject to the terms and provisions of the Program, the Committee, at any
time and from time to time, may grant Shares of Restricted Stock to Consultants
in such amounts as the Committee shall determine.

      7.2 RESTRICTED STOCK AGREEMENT. Each Restricted Stock grant shall be
evidenced by a Restricted Stock Award Agreement that shall specify the Period(s)
of Restriction, the number of Shares of Restricted Stock granted, and such other
provisions as the Committee shall determine.

      7.3 RESTRICTION ON TRANSFERABILITY. Except as provided in this Article 7,
the Shares of Restricted Stock granted herein may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until the end of the
applicable Period of Restriction established by the Committee and specified in
the Restricted Stock Award Agreement, or upon earlier satisfaction of any other
conditions, as specified by the Committee in its sole discretion and set forth
in the Restricted Stock Award Agreement. All rights with respect to the
Restricted Stock granted to a Participant under the Program shall be available
during his or her lifetime only to such Participant.

      7.4 OTHER RESTRICTIONS. The Committee shall impose such other conditions
and/or restrictions on any Shares of Restricted Stock granted pursuant to the
Program as it may deem advisable including, without limitation, any or all of
the following:

          (a)  A required period of service with the Company, as determined by
               the Committee, prior to the vesting of Shares of Restricted
               Stock.


                                      -8-
<PAGE>

          (b)  A requirement that Participants forfeit (or in the case of Shares
               sold to a Participant, resell to the Company at his or her cost)
               all or a part of Shares of Restricted Stock in the event of
               termination of his or her service as a Nonemployee Director or
               Consultant during the Period of Restriction.

          (c)  A prohibition against such Participants' dissemination of any
               secret or confidential information belonging to the Company, or
               the solicitation by Participants of the Company's Employees for
               employment by another entity.

      Shares of Restricted Stock awarded pursuant to the Program shall be
registered in the name of the Participant and, if such Shares are certificated,
in the sole discretion of the Committee, may be deposited in a bank designated
by the Committee or with the Company. The Committee may require a stock power
endorsed in blank with respect to Shares of Restricted Stock whether or not
certificated.

      Except as otherwise provided in this Article 7, Shares of Restricted Stock
covered by each Restricted Stock grant made under the Program shall become
freely transferable (subject to any restrictions under applicable securities
law) by the Participant after the last day of the applicable Period of
Restriction.

      7.5 VOTING RIGHTS. At the Committee's sole discretion, Participants
holding Shares of Restricted Stock granted hereunder may be granted the right to
exercise full voting rights with respect to those Shares during the Period of
Restriction.

      7.6 DIVIDENDS AND OTHER DISTRIBUTIONS. At the Committee's sole discretion,
during the Period of Restriction, Participants holding Shares of Restricted
Stock granted hereunder may be credited with regular cash dividends paid with
respect to the underlying Shares while they are so held. The Committee may apply
any restrictions to the dividends that the Committee deems appropriate.

      7.7 TERMINATION OF DIRECTORSHIP OR SERVICE. Each Restricted Stock Award
Agreement shall set forth the extent to which the Participant shall have the
right to receive unvested Shares of Restricted Stock following termination of
the Participant's service to the Company as a Nonemployee Director or
Consultant. Such provisions shall be determined in the sole discretion of the
Committee, shall be included in the Award Agreement entered into with each
Participant, need not be uniform among all Shares of Restricted Stock issued
pursuant to the Program, and may reflect distinctions based on the reasons for
termination.

ARTICLE 8. BENEFICIARY DESIGNATION

      Each Participant under the Program may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Program is to be paid in case of his or her death
before he or she receives any or all of such benefit. Each such designation
shall revoke all prior designations by the same Participant, shall be in a form
prescribed by the Company, and will be effective only when filed by the
Participant in writing with the Company during the Participant's lifetime. In
the absence of any such designation, benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate.


                                      -9-
<PAGE>

ARTICLE 9. DEFERRALS

      The Committee may permit or require a Participant to defer such
Participant's receipt of the payment of cash or the delivery of Shares that
would otherwise be due to such Participant by virtue of the exercise of an
Option, or the lapse or waiver of restrictions with respect to Restricted Stock.
If any such deferral election is required or permitted, the Committee shall, in
its sole discretion, establish rules and procedures for such payment deferrals.

ARTICLE 10. RIGHTS OF NONEMPLOYEE DIRECTORS AND CONSULTANTS

      10.1 DIRECTORSHIP OR PROVISION OF SERVICES. Nothing in the Program or any
Award Agreement shall interfere with or limit in any way the right of the
Company to terminate at any time any Participant's service to the Company as a
Nonemployee Director or as a Consultant, nor confer upon any Participant any
right to continue in the service of the Company.

      10.2 PARTICIPATION. No Nonemployee Director or Consultant shall have the
right to be selected to receive an Award under this Program, or, having been so
selected, to be selected to receive a future Award.

ARTICLE 11. CHANGE IN CONTROL

      11.1 TREATMENT OF OUTSTANDING AWARDS. Subject to Section 11.3, upon the
occurrence of a Change in Control and notwithstanding the terms of any Award
Agreement, unless otherwise specifically prohibited under applicable laws, or by
the rules and regulations of any governing governmental agencies or national
securities exchanges:

          (a)  Any and all Options granted hereunder shall become immediately
               exercisable, and shall remain exercisable throughout their entire
               term; and

          (b)  Any restriction periods and restrictions imposed on Shares of
               Restricted Stock shall lapse.

      11.2 TERMINATION, AMENDMENT, AND MODIFICATIONS OF CHANGE-IN-CONTROL
PROVISIONS. Notwithstanding any other provision of this Program (but subject to
the limitations of Section 11.3 hereof) or any Award Agreement provision, the
provisions of this Article 11 may not be terminated, amended, or modified on or
after the date of a Change in Control to affect adversely any Award theretofore
granted under the Program without the prior written consent of the Participant
with respect to said Participant's outstanding Awards; provided, however, the
Board may terminate, amend, or modify this Article 11 at any time and from time
to time prior to the date of a Change in Control.

      11.3 POOLING OF INTERESTS ACCOUNTING. Notwithstanding any provision of the
Program or of any Award Agreement to the contrary, in the event that the
consummation of a Change in Control is contingent on using pooling of interests
accounting methodology, the Board may, in its sole discretion, take any action
necessary to preserve the use of pooling of interests accounting.


                                      -10-
<PAGE>

ARTICLE 12. AMENDMENT, MODIFICATION, AND TERMINATION

      12.1 AMENDMENT, MODIFICATION, AND TERMINATION. Subject to the terms of the
Program, the Board may at any time and from time to time, alter, amend, suspend
or terminate the Program in whole or in part.

      12.2 ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 5.4 hereof) affecting the Company or the financial statements of the
Company or of changes in applicable laws, regulations, or accounting principles,
whenever the Committee determines that such adjustments are appropriate in order
to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Program.

      12.3 AWARDS PREVIOUSLY GRANTED. Notwithstanding any provision of the
Program or of any Award Agreement to the contrary (but subject to Sections 6.10
and 11.3 hereof), no termination, amendment, or modification of the Program
shall adversely affect in any material way any Award previously granted under
the Program, without the written consent of the Participant holding such Award.

ARTICLE 13. COMPLIANCE WITH APPLICABLE LAW AND WITHHOLDING

      13.1 GENERAL. The granting of Awards and the issuance of Shares under the
Program shall be subject to all applicable laws, rules, and regulations, and to
such approvals by any governmental agencies or national securities exchanges as
may be required. Notwithstanding anything to the contrary in the Program or any
Award Agreement, the following shall apply:

          (a)  The Company shall have no obligation to issue any Shares under
               the Program if such issuance would violate any applicable law or
               any applicable regulation or requirement of any securities
               exchange or similar entity.

          (b)  Prior to the issuance of any Shares under the Program, the
               Company may require a written statement that the recipient is
               acquiring the Shares for investment and not for the purpose or
               with the intention of distributing the Shares and that the
               recipient will not dispose of them in violation of the
               registration requirements of the Securities Act of 1933.

          (c)  With respect to any Participant who is subject to Section 16(a)
               of the Exchange Act, the Committee may, at any time, add such
               conditions and limitations to Award or payment under the Program
               or implement procedures for the administration of the Program
               which it deems necessary or desirable to comply with the
               requirements of Rule 16b-3 of the Exchange Act.

          (d)  If, at any time, the Company, determines that the listing,
               registration, or qualification (or any updating of any such
               document) of any Award, or the Shares issuable pursuant thereto,
               is necessary on any securities exchange or under any federal or
               state securities or blue sky law, or that the consent or approval
               of any


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<PAGE>

               governmental regulatory body is necessary or desirable as a
               condition of, or in connection with, any Award, the issuance of
               Shares pursuant to any Award, or the removal of any restrictions
               imposed on Shares subject to an Award, such Award shall not be
               granted and the Shares shall not be issued or such restrictions
               shall not be removed, as the case may be, in whole or in part,
               unless such listing, registration, qualification, consent, or
               approval shall have been effected or obtained free of any
               conditions not acceptable to the Company.

      13.2 SECURITIES LAW COMPLIANCE. With respect to Insiders, transactions
under this Program are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the 1934 Act. To the extent any provision of the
Program or action by the Committee or the Board fails to so comply, it shall be
deemed null and void, to the extent permitted by law and deemed advisable by the
Board.

      13.3 TAX WITHHOLDING. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable event
arising as a result of this Program.

      13.4 SHARE WITHHOLDING. With respect to withholding required upon any
taxable event arising as a result of Awards payable in Shares granted hereunder,
Participants may elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
Shares to satisfy their tax obligations. With respect to withholding required
upon the exercise of Options, or upon the lapse of restrictions on Shares of
Restricted Stock, Participants may only elect to have Shares withheld having a
Fair Market Value on the date the tax is to be determined equal to the minimum
statutory withholding tax which could be imposed on the transaction. All
elections shall be irrevocable, made in writing, signed by the Participant, and
shall be subject to any restrictions or limitations that the Committee, in its
sole discretion, deems appropriate.

ARTICLE 14. INDEMNIFICATION

      Each person who is or shall have been a member of the Committee, or of the
Board, shall be indemnified and held harmless by the Company against and from
any loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be a party or in which he or she may
be involved by reason of any action taken or failure to act under the Program
and against and from any and all amounts paid by him or her in settlement
thereof, with the Company's approval, or paid by him or her in satisfaction of
any judgement in any such action, suit, or proceeding against him or her,
provided he or she shall give the Company an opportunity, at its own expense, to
handle and defend the same before he or she undertakes to handle and defend it
on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Company's Certificate of Incorporation or Bylaws, as a matter
of law, or otherwise, or any power that the Company may have to indemnify them
or hold them harmless.


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<PAGE>

ARTICLE 15. SUCCESSORS

      All obligations of the Company under the Program with respect to Awards
granted hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.

ARTICLE 16. LEGAL CONSTRUCTION

      16.1 GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

      16.2 SEVERABILITY. In the event any provision of the Program shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Program, and the Program shall be construed and
enforced as if the illegal or invalid provision had not been included.

      16.3 GOVERNING LAW. To the extent not preempted by federal law, the
Program, and all Award or other agreements hereunder, shall be construed in
accordance with and governed by the laws of the state of Delaware without giving
effect to principles of conflicts of laws.

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