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                                                                    EXHIBIT 10.2
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                                AGCO CORPORATION

                             2001 STOCK OPTION PLAN


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                                AGCO Corporation

                             2001 STOCK OPTION PLAN


<TABLE>
<S>                                                                                                              <C>
I. PURPOSES.......................................................................................................3
II. AMOUNT OF STOCK SUBJECT TO THE PLAN...........................................................................3
III. ADMINISTRATION...............................................................................................4
IV. ELIGIBILITY...................................................................................................5
V. MAXIMUM ALLOTMENT OF INCENTIVE OPTIONS.........................................................................5
VI. OPTION PRICE AND PAYMENT......................................................................................6
VII. USE OF PROCEEDS..............................................................................................7
VIII. LOANS, LOAN GUARANTEES AND INSTALLMENT PAYMENTS.............................................................7
IX. TERM OF OPTIONS AND LIMITATIONS ON THE RIGHT OF EXERCISE......................................................7
X. EXERCISE OF OPTIONS............................................................................................7
XI. NONTRANSFERABILITY OF OPTIONS.................................................................................8
XII. TERMINATION OF EMPLOYMENT....................................................................................8
XIII. ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS.......................................................10
XIV. RIGHT TO TERMINATE EMPLOYMENT...............................................................................11
XV. PURCHASE FOR INVESTMENT......................................................................................11
XVI. ISSUANCE OF CERTIFICATES; LEGENDS;  PAYMENT OF EXPENSES.....................................................11
XVII. WITHHOLDING TAXES..........................................................................................12
XVIII. LISTING OF SHARES AND RELATED MATTERS.....................................................................12
XIX. AMENDMENT OF THE PLAN.......................................................................................13
XX. TERMINATION OR SUSPENSION OF THE PLAN........................................................................13
XXI. GOVERNING LAW...............................................................................................13
XXII. PARTIAL INVALIDITY.........................................................................................13
XXIII. EFFECTIVE DATE............................................................................................13
</TABLE>



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                                AGCO Corporation

                             2001 STOCK OPTION PLAN


I.              PURPOSES

                AGCO Corporation (the "Company") desires to afford certain
directors, key employees and consultants of the Company and its subsidiaries who
are responsible for the continued growth of the Company an opportunity to
acquire a proprietary interest in the Company, and thus to create in such
persons interest in and a greater concern for the welfare of the Company.

                The stock options offered pursuant to this 2001 Stock Option
Plan (the "Plan") are a matter of separate inducement and are not in lieu of any
salary or other compensation for services.

                The Company, by means of the Plan, seeks to retain the services
of persons now holding key positions and to secure the services of persons
capable of filling such positions.

                The options granted under the Plan may be designated as either
incentive stock options ("Incentive Options") within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"), or options that
do not meet the requirements for Incentive Options ("Non-Qualified Options") but
the Company makes no warranty as to the qualification of any option as an
Incentive Option. Only key employees may be granted Incentive Options under the
Plan.

II.             AMOUNT OF STOCK SUBJECT TO THE PLAN

                The total number of shares of common stock of the Company which
may be purchased pursuant to the exercise of options granted under the Plan
shall not exceed, in the aggregate, 2,623,438 shares of the authorized common
stock, $0.01 par value, per share, of the Company (the "Shares").

                Shares which may be acquired under the Plan may be either
authorized but unissued Shares or Shares of issued stock held in the Company's
treasury, or both, at the discretion of the Company. If and to the extent that
options granted under the Plan expire or terminate without having been
exercised, new options may be granted with respect to the Shares covered by such
expired or terminated options, provided that the grant and the terms of such new
options shall in all respects comply with the provisions of the Plan.

                Except as provided in Article XX, the Company may, from time to
time during the period beginning April 25, 2001 (the



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"Termination Date") grant options to certain directors, key employees and
consultants under the terms hereinafter set forth.

                No individual shall be granted options to purchase in the
aggregate more than 250,000 shares.

III.            ADMINISTRATION

                The Board of Directors of the Company (the "Board of Directors")
shall designate from among its members an option committee (the "Committee") to
administer the Plan. The Committee shall consist of no fewer than three (3)
members of the Board of Directors, each of whom shall be a "nonemployee
director" within the meaning of Rule 16b-3 (or any successor rule or regulation)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and an "outside director" within the meaning of Section 162(m)(4)(C)(i)
of the Code. A majority of the members of the Committee shall constitute a
quorum, and the act of a majority of the members of the Committee shall be the
act of the Committee. Any member of the Committee may be removed at any time,
either with or without cause, by resolution adopted by a majority of the Board
of Directors, and any vacancy on the Committee may at any time be filled by
resolution adopted by a majority of the Board of Directors.

                Any or all powers and functions of the Committee may at any time
and from time to time be exercised by the Board of Directors; provided, however,
that, with respect to the participation in the Plan by persons who are members
of the Board of Directors, such powers and functions of the Committee may be
exercised by the Board of Directors only if, at the time of such exercise, all
of the members of the Board of Directors acting in the particular matter are
"nonemployee directors" within the meaning of Rule 16b-3 (or any successor rule
or regulation) promulgated under the Exchange Act and "outside directors" within
the meaning of Section 162(m)(4)(C)(i) of the Code.

                Subject to the express provisions of the Plan, the Board of
Directors or the Committee, as the case may be, shall have authority, in its
discretion, to determine the persons to whom options shall be granted, the time
when such options shall be granted, the number of Shares which shall be subject
to each option, the purchase price of each Share which shall be subject to each
option, the period(s) during which such options shall be exercisable (whether in
whole or in part) and the other terms and provisions thereof. In determining the
employees to whom options shall be granted and the number of Shares for which
options shall be granted to each person, the Board of Directors or the
Committee, as the case may be, shall consider the length of service, the amount
of earnings, and the responsibilities and duties of such person.

                Subject to the express provisions of the Plan, the Board of
Directors or the Committee, as the case may be, also shall have authority to
construe the Plan and options granted thereunder, to amend the Plan and options
granted thereunder, to prescribe, amend and rescind rules and regulations
relating to the Plan, to determine the terms and provisions of the respective




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options (which need not be identical) and to make all other determinations
necessary or advisable for administering the Plan; provided, however, that
neither the Board of Directors nor the Committee shall issue any new option in
exchange for the cancellation of an existing option if such new option would
have an exercise price lower than the exercise price of the cancelled option.
The Board of Directors or the Committee, as the case may be, also shall have the
authority to require, in its discretion, as a condition of the granting of any
such option, that the optionee agree (i) not to sell or otherwise dispose of
Shares acquired pursuant to the option for a period of six (6) months following
the date of acquisition of such Shares and (ii) that in the event of termination
of service of the optionee with the Company or any subsidiary of the Company,
other than as a result of dismissal without cause, such optionee will not, for a
period to be fixed at the time of the grant of the option, enter into any other
employment or participate directly or indirectly in any other business or
enterprise which is competitive with the business of the Company or any
subsidiary of the Company, or enter into any employment in which such optionee
will be called upon to utilize special knowledge obtained through service with
the Company or any subsidiary of the Company.

                The determination of the Board of Directors or the Committee, as
the case may be, on matters referred to in this Article III shall be conclusive.

                The Board of Directors or the Committee, as the case may be, may
employ such legal counsel, consultants and agents as it may deem desirable for
the administration of the Plan and may rely upon any opinion received from any
such counsel or consultant and any computation received from any such consultant
or agent. Expenses incurred by the Board of Directors or the Committee in the
engagement of such counsel, consultant or agent shall be paid by the Company. No
member or former member of the Committee or of the Board of Directors shall be
liable for any action or determination made in good faith with respect to the
Plan or any option granted hereunder.

IV.             ELIGIBILITY

                Options may be granted only to directors, key employees and
consultants of the Company and its subsidiaries who are not members of the
Committee.

                An Incentive Option shall not be granted to any person who, at
the time the option is granted, owns stock of the Company or any subsidiary or
parent of the Company possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of any
subsidiary or parent of the Company unless (i) the option price is at least one
hundred ten percent (110%) of the fair market value per share (as defined in
Article VI) of the stock subject to the option and (ii) the option is not
exercisable after the fifth anniversary of the date of grant of the option. In
determining stock ownership of an employee, the rules of Section 424 (d) of the
Code shall be applied, and the Board of Directors or the Committee, as the case
may be, may rely on representations of fact made to it by the employee and
believed by it to be true.


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V.              MAXIMUM ALLOTMENT OF INCENTIVE OPTIONS

                If the aggregate fair market value of stock with respect to
which Incentive Options are exercisable for the first time by an employee during
any calendar year (under all stock option plans of the Company and any parent or
any subsidiary of the Company) exceeds $100,000, any options which otherwise
qualify as Incentive Options, to the extent of the excess, will be treated as
Non-Qualified Options.

VI.             OPTION PRICE AND PAYMENT

                The price per Share under any option granted hereunder shall be
such amount as the Board of Directors or the Committee, as the case may be,
shall determine but, in the case of an Incentive Option, such price shall not be
less than one hundred percent (100%) of the fair market value of the Shares
subject to such option, as determined in good faith by the Board of Directors or
the Committee, as the case may be, at the date the option is granted.

                If the Shares are listed on a national securities exchange in
the United States on the date any option is granted, the fair market value per
Share shall be deemed to be the average of the high and low quotations at which
such Shares are sold on such national securities exchange in the United States
on the date next preceding the date upon which the option is granted, but if the
Shares are not traded on such date, or such national securities exchange is not
open for business on such date, the fair market value per Share shall be
determined as of the closest preceding date on which such exchange shall have
been open for business and the Shares were traded. If the Shares are listed on
more than one national securities exchange in the United States on the date any
such option is granted, the Committee shall determine which national securities
exchange shall be used for the purpose of determining the fair market value per
Share. If the Shares are not listed on a national securities exchange but are
reported on the National Association of Securities Dealers Automated Quotation
System ("NASDAQ"), the fair market value per share shall be deemed to be the
average of the high bid and low asked prices on the date next preceding the date
upon which the option is granted as reported by NASDAQ.

                For purposes of this Plan, the determination by the Board of
Directors or the Committee, as the case may be, of the fair market value of a
Share shall be conclusive.

                Upon the exercise of an option granted hereunder, the Company
shall cause the purchased Shares to be issued only when it shall have received
the full purchase price for the Shares in cash; provided, however, that in lieu
of cash, the holder of an option may, if and to the extent the terms of such
option so provide and to the extent permitted by applicable law, exercise an
option in whole or in part, by delivering to the Company shares of common stock
of the Company (in proper form for transfer and accompanied by all requisite
stock transfer tax stamps or cash in lieu thereof) owned by such holder having a
fair market value equal to the cash exercise price applicable to that portion of
the option being exercised by the delivery of such


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Shares. The fair market value of the stock so delivered shall be determined as
of the date immediately preceding the date on which the option is exercised, or
as may be required in order to comply with or to conform to the requirements of
any applicable laws or regulations.

VII.            USE OF PROCEEDS

                The cash proceeds of the sale of Shares subject to the options
granted hereunder are to be added to the general funds of the Company and used
for its general corporate purposes as the Board of Directors shall determine.

VIII.           LOANS, LOAN GUARANTEES AND INSTALLMENT PAYMENTS

                In order to assist an optionee (including an optionee who is an
officer or director of the Company or any subsidiary of the Company) in the
acquisition of shares of Common Stock pursuant to an option granted under the
Plan, the Board of Directors or the Committee, as the case may be, may
authorize, at either the time of the grant of an option or the time of the
acquisition of Common Stock pursuant to the option, (i) the extension of a loan
to the optionee by the Company, (ii) the payment by the optionee of the purchase
price, if any, for the Common Stock in installments, or (iii) the guarantee by
the Company or a subsidiary of the Company of a loan obtained by the optionee
from a third party. The terms of any loans, guarantees or installment payments,
including the interest rate and terms of repayment, will be subject to the
discretion of the Board of Directors or the Committee, as the case may be.
Loans, installment payments and guarantees may be granted without security, the
maximum credit available being the purchase price, if any, of the Common Stock
acquired plus the maximum federal and state income and employment tax liability
which may be incurred in connection with the acquisition. In no event, however,
may the amount of any loan exceed the amounts allowable to the loan to such
individual for the purposes stated hereunder as provided by any regulation of
the United States Treasury or other State or Federal statute.

IX.             TERM OF OPTIONS AND LIMITATIONS ON THE RIGHT OF EXERCISE

                Unless the Board of Directors or the Committee, as the case may
be, shall determine otherwise (in which event the instrument evidencing the
option granted hereunder shall so specify), any option granted hereunder shall
be exercisable during a period of not more than ten (10) years from the date of
grant of such option.

                The Board of Directors or the Committee, as the case may be,
shall have the right to accelerate, in whole or in part, from time to time,
conditionally or unconditionally, rights to exercise any option granted
hereunder.

                To the extent that an option is not exercised within the period
of exercisability specified therein, it shall expire as to the then unexercised
part.


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X.              EXERCISE OF OPTIONS

                Options granted under the Plan shall be exercised by the
optionee as to all or part of the Shares covered thereby by the giving of
written notice of the exercise thereof to the Corporate Secretary of the Company
and the stock transfer agent for the Company at the principal business office of
the Company, specifying the number of Shares to be purchased and specifying a
business day not more than fifteen (15) days from the date such notice is given,
for the payment of the purchase price against delivery of the Shares being
purchased. Subject to the terms of Articles XV, XVI, XVII and XVIII, the Company
shall cause certificates for the Shares so purchased to be delivered to the
optionee, against payment of the full purchase price, on the date specified in
the notice of exercise.

XI.             NONTRANSFERABILITY OF OPTIONS

                An option granted hereunder shall not be transferable, whether
by operation of law or otherwise, other than by will or the laws of descent and
distribution, and any option granted hereunder shall be exercisable, during the
lifetime of the holder, only by such holder.

XII.            TERMINATION OF EMPLOYMENT

                Upon termination of employment of any employee with the Company
or any subsidiary of the Company any option previously granted to such employee,
unless otherwise specified by the Board of Directors or the Committee, as the
case may be, shall, to the extent not theretofore exercised, terminate and
become null and void, provided that:

                  (a)      if the employee shall die while in the employ of the
                  Company or any subsidiary of the Company or during either the
                  three (3) month or one (1) year period, whichever is
                  applicable, specified in clause (b) below and at a time when
                  such employee was entitled to exercise an option as herein
                  provided, the legal representative of such employee, or such
                  person who acquired such option by bequest or inheritance or
                  by reason of the death of the employee, may, not later than
                  one (1) year from the date of death, exercise such option, to
                  the extent not theretofore exercised, in respect of any or all
                  of such number of Shares as specified by the Board of
                  Directors or the Committee, as the case may be, in such option
                  grant; and

                  (b)      if the employment of any employee to whom such option
                  shall have been granted shall terminate by reason of the
                  employee's retirement (at such age or upon such conditions as
                  shall be specified by the Board of Directors or the Committee,
                  as the case may be), disability (as described in Section 22(e)
                  (3) of the Code) or dismissal by the employer other than for
                  cause (as defined below), and while such employee is entitled
                  to exercise such option as herein provided, such employee
                  shall have the right to exercise such option so granted, to
                  the extent not


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<PAGE>   10

                  theretofore exercised, in respect of any or all of such number
                  of Shares as specified by the Board of Directors or the
                  Committee, as the case may be, in such option at any time up
                  to and including (i) three (3) months after the date of such
                  termination of employment in the case of termination by reason
                  of retirement or dismissal other than for cause and (ii) one
                  (1) year after the date of termination of employment in the
                  case of termination by reason of disability.

                In no event, however, shall any person be entitled to exercise
any option after the expiration of the period of exercisability of such option
as specified therein.

                If an employee voluntarily terminates his or her employment, or
is discharged for cause, any option granted hereunder shall, unless otherwise
specified by the Board of Directors or the Committee, as the case may be, in the
option, forthwith terminate with respect to any unexercised portion thereof.

                Notwithstanding any other provision of this Article XII, if the
employment of any employee with the Company or any subsidiary of the Company is
terminated, whether voluntarily or involuntarily, within a one-year period
following a change in the ownership or effective control of the Company (within
the meaning of Section 280G(b)(2)(A)(i) of the Code) and while such employee is
entitled to exercise an option as herein provided, other than a termination of
such employment by the Company or any subsidiary of the Company for cause, such
employee shall have the right to exercise all or any portion of such option at
any time up to and including three (3) months after the date of such termination
of employment, at which time such option shall cease to be exercisable.

                If an option granted hereunder shall be exercised by the legal
representative of a deceased employee or former employee, or by a person who
acquired an option granted hereunder by bequest or inheritance or by reason of
the death of any employee or former employee, written notice of such exercise
shall be accompanied by a certified copy of letters testamentary or equivalent
proof of the right of such legal representative or other person to exercise such
option.

                For the purposes of the Plan, the term "for cause" shall mean
(i) with respect to an employee who is a party to a written agreement with, or,
alternatively, participates in a compensation or benefit plan of the Company or
any subsidiary of the Company, which agreement or plan contains a definition of
"for cause or cause" (or words of like import) for purposes of termination of
employment thereunder by the Company or such subsidiary of the Company, "for
cause" or "cause" as defined in the most recent of such agreements or plans, or
(ii) in all other cases, as determined by the Committee or the Board of
Directors, as the case may be, in its sole discretion, (a) the willful
commission by an employee of a criminal or other act that causes or will
probably cause substantial economic damage to the Company or a substantial
injury to the business reputation of the Company; (b) the commission by an
employee of an act of fraud in the performance of such employee's duties on
behalf of the Company or any subsidiary of the Company; or (c) the continuing
willful failure of an employee to perform the duties of such employee to the
Company or any


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subsidiary of the Company (other than such failure resulting from the employee's
incapacity due to physical or mental illness) after written notice thereof
(specifying the particulars thereof in reasonable detail) and a reasonable
opportunity to be heard and cure such failure are given to the employee by the
Board of Directors or the Committee, as the case may be. For purposes of the
Plan, no act, or failure to act, on the employee's part shall be considered
"willful" unless done or omitted to be done by the employee not in good faith
and without reasonable belief that the employee's action or omission was in the
best interest of the Company or a subsidiary of the Company.

                For the purposes of the Plan, an employment relationship shall
be deemed to exist between an individual and a corporation if, at the time of
the determination, the individual was an "employee" of such corporation for
purposes of Section 422(a) of the Code. If an individual is on military, sick
leave or other bona fide leave of absence such individual shall be considered an
"employee" for purposes of the exercise of an option and shall be entitled to
exercise such option during such leave if the period of such leave does not
exceed 90 days, or, if longer, so long as the individual's right to reemployment
with the Company is guaranteed either by statute or by contract. If the period
of leave exceeds ninety (90) days, the employment relationship shall be deemed
to have terminated on the ninety-first (91st) day of such leave, unless the
individual's right to re-employment is guaranteed by statute or contract.

                A termination of employment shall not be deemed to occur by
reason of (i) the transfer of an employee from employment by the Company to
employment by a subsidiary of the Company or (ii) the transfer of an employee
from employment by a subsidiary of the Company to employment by the Company or
by another subsidiary of the Company.

XIII.           ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS

                In the event of any change in the outstanding Shares through
merger, consolidation, reorganization, recapitalization, stock dividend, stock
split, split-up, split-off, spin-off, combination of shares, exchange of shares,
or other like change in capital structure of the Company, an adjustment shall be
made to each outstanding option such that each such option shall thereafter be
exercisable for such securities, cash and/or other property as would have been
received in respect of the Shares subject to such option had such option been
exercised in full immediately prior to such change, and such an adjustment shall
be made successively each time any such change shall occur. The term "Shares"
shall after any such change refer to the securities, cash and/or property then
receivable upon exercise of an option. In addition, in the event of any such
change, the Board of Directors or the Committee, as the case may be, shall make
any further adjustment as may be appropriate to the maximum number of Shares
subject to the Plan, the maximum number of Shares for which options may be
granted to any one employee, and the number of Shares and price per Share
subject to outstanding options as shall be equitable to prevent dilution or
enlargement of rights under such options, and the determination of the Board of
Directors or the Committee, as the case may be, as to these matters


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<PAGE>   12
shall be conclusive. Notwithstanding the foregoing, (i) each such adjustment
with respect to an Incentive Option shall comply with the rules of Section
424(a) of the Code, and (ii) in no event shall any adjustment be made which
would render any Incentive Option granted hereunder other than an incentive
stock option for purposes of Section 422 of the Code without the consent of the
grantee.

XIV.            RIGHT TO TERMINATE EMPLOYMENT

                The Plan shall not impose any obligation on the Company or any
subsidiary of the Company to continue the employment of any holder of an option
and it shall not impose any obligation on the part of any holder of an option to
remain in the employ of the Company or of any subsidiary thereof.

XV.             PURCHASE FOR INVESTMENT

                Except as hereafter provided, the holder of an option granted
hereunder shall, upon any exercise thereof, execute and deliver to the Company a
written statement, in form satisfactory to the Company, in which such holder
represents and warrants that such holder is purchasing or acquiring the Shares
acquired thereunder for such holder's own account, for investment only and not
with a view to the resale or distribution thereof, and agrees that any
subsequent offer for sale or sale or distribution of any of such Shares shall be
made only pursuant to either (a) a Registration Statement on an appropriate form
under the Securities Act of 1933, as amended (the "Securities Act"), which
Registration Statement has become effective and is current with regard to the
Shares being offered or sold, or (b) a specific exemption from the registration
requirements of the Securities Act, but in claiming such exemption the holder
shall, prior to any offer for sale or sale of such Shares, obtain a prior
favorable written opinion, in form and substance satisfactory to the Company,
from counsel for or approved by the Company, as to the applicability of such
exemption thereto. The foregoing restriction shall not apply to (i) issuances by
the Company so long as the Shares being issued are registered under the
Securities Act and a prospectus in respect thereof is current or (ii)
reofferings of Shares by affiliates of the Company (as defined in Rule 405 or
any successor rule or regulation promulgated under the Securities Act) if the
Shares being reoffered are registered under the Securities Act and a prospectus
in respect thereof is current.

XVI.            ISSUANCE OF CERTIFICATES; LEGENDS;  PAYMENT OF EXPENSES

                Upon any exercise of an option which may be granted hereunder
and payment of the purchase price, a certificate or certificates for the Shares
as to which the option has been exercised shall be issued by the Company in the
name of the person exercising the option and shall be delivered to or upon the
order of such person or persons.

                The Company may endorse such legend or legends upon the
certificates for Shares issued upon exercise of an option granted hereunder and
may issue such "stop transfer"


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<PAGE>   13
instructions to its transfer agent in respect of such Shares as, in its
discretion, it determines to be necessary or appropriate to (i) prevent a
violation of, or to perfect an exemption from, the registration requirements of
the Securities Act, (ii) implement the provisions of the Plan and any agreement
between the Company and the optionee or grantee with respect to such Shares, or
(iii) permit the Company to determine the occurrence of a disqualifying
disposition, as described in Section 421(b) of the Code, of Shares transferred
upon exercise of an Incentive Option granted under the Plan.

                The Company shall pay all issue or transfer taxes with respect
to the issuance or transfer of Shares upon exercise of an option, as well as all
fees and expenses necessarily incurred by the Company in connection with such
issuance or transfer, except fees and expenses which may be necessitated by the
filing or amending of a Registration Statement under the Securities Act, which
fees and expenses shall be borne by the recipient of the Shares unless such
Registration Statement has been filed by the Company for its own corporate
purposes (and the Company so states) in which event the recipient of the Shares
shall bear only such fees and expenses as are attributable solely to the
inclusion of the Shares he or she receives in the Registration Statement,
provided that the Company shall have no obligation to include any shares in any
Registration statement.

                All Shares issued as provided herein shall be fully paid and
non-assessable to the extent permitted by law.

XVII.           WITHHOLDING TAXES

                The Company may require an employee exercising a Non-Qualified
Option or disposing of Shares acquired pursuant to the exercise of an Incentive
Option in a disqualifying disposition (within the meaning of Section 421(b) of
the Code) to reimburse the corporation that employs such employee for any taxes
required by any government to be withheld or otherwise deducted and paid by such
corporation in respect of the issuance or disposition of Shares. In lieu
thereof, the corporation that employs such employee shall have the right to
withhold the amount of such taxes from any other sums due or to become due from
such corporation to the employee upon such terms and conditions as the Board of
Directors or the Committee, as the case may be, shall prescribe.

XVIII.          LISTING OF SHARES AND RELATED MATTERS

                If at any time the Board of Directors shall determine in its
discretion that the listing, registration or qualification of the Shares covered
by the Plan upon any national 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 under the Plan, no Shares shall be issued unless and until such listing,
registration, qualification, consent or approval shall have been effected or
obtained, or otherwise provided for, free of any conditions not acceptable to
the Board of Directors.


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<PAGE>   14

XIX.            AMENDMENT OF THE PLAN

                The Board of Directors may, from time to time, amend the Plan
without stockholder approval except to the extent that any such amendment fails
to comply with any applicable provision of the Code, the Employee Retirement
Income Security Act of 1974 or the rules of the New York Stock Exchange or
causes the Plan to fail to be treated as qualified performance-based
compensation under applicable Treasury Regulations.

XX.             TERMINATION OR SUSPENSION OF THE PLAN

                The Board of Directors may at any time suspend or terminate the
Plan. The Plan, unless sooner terminated by action of the Board of Directors,
shall terminate at the close of business on the Termination Date. An option may
not be granted while the Plan is suspended or after it is terminated. Rights and
obligations under any option granted while the Plan is in effect shall not be
altered or impaired by suspension or termination of the Plan, except upon the
consent of the person to whom the option was granted. The power of the Board of
Directors or the Committee, as the case may be, to construe and administer any
options granted prior to the termination or suspension of the Plan under Article
III nevertheless shall continue after such termination or during such
suspension.

XXI.            GOVERNING LAW

                The Plan, such options as may be granted thereunder and all
related matters shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware.

XXII.           PARTIAL INVALIDITY

                The invalidity or illegality of any provision herein shall not
be deemed to affect the validity of any other provision.

XXIII.          EFFECTIVE DATE

                The Plan shall become effective at 5:00 p.m., New York City
time, on the Effective Date; provided, however, that if the Plan has not been
approved by a vote of the shareholders of the Company at an annual meeting or
any special meeting or by unanimous written consent within twelve (12) months
before or after the Effective Date, the Plan and any options granted thereunder
shall terminate.



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