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                                                                    Exhibit 10.2


                          WATER PIK TECHNOLOGIES, INC.

                    EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED


ARTICLE I. INTRODUCTION AND PURPOSES OF THE PLAN

               1.01 INTRODUCTION. The Water Pik Technologies, Inc. Employee
        Stock Purchase Plan, also known as The Stock Advantage (the "Plan"), is
        intended to provide certain employees of the Company the opportunity to
        acquire shares of the Company's common stock and thereby better align
        the interests of the employees and the stockholders of the Company. The
        Plan is divided into two component programs, the Employee Stock Purchase
        Program, also known as The Stock Advantage (the "ESPP"), and the Stock
        Acquisition and Retention Program (the "SARP"). While both the ESPP and
        the SARP programs are subject to the general provisions of the Plan,
        each program has separate eligibility and stock acquisition provisions.

               1.02 PURPOSE OF THE ESPP. The ESPP is intended to provide
        Eligible Employees (defined below) with an opportunity to purchase
        shares of Water Pik Technologies, Inc. Common Stock through payroll
        deductions supplemented by Company Contributions (defined below). The
        ESPP is designed to provide for voluntary employee stock ownership in
        the Company. The ESPP is not intended to comply with the provisions of
        Section 423 of the Internal Revenue Code of 1986, as amended, or any
        successor tax provision.

               1.03 PURPOSE OF THE SARP. The purpose of the SARP is to assist
        the Company in retaining and motivating selected key management
        employees who will contribute to the success of the Company. The SARP
        encourages designated employees to hold a proprietary interest in the
        Company by offering them an opportunity to receive grants of restricted
        shares of Common Stock which, in accordance with the terms and
        conditions set forth below, will vest only if the employees retain, for
        a specified period of time, ownership of (i) shares of Common Stock
        purchased pursuant to the SARP or (ii) already-owned shares of Stock
        which such employees identify as being subject to the SARP. Awards under
        the SARP will act as an incentive to participating employees to achieve
        long-term objectives which will inure to the benefit of all stockholders
        of the Company.

ARTICLE II. DEFINITIONS

               2.01 AWARD AGREEMENT means a written agreement between the
        Company and a SARP Participant or a written acknowledgment from the
        Company specifically setting forth the terms and conditions of an award
        of Restricted Stock granted to a SARP Participant pursuant to Article
        VIII.

               2.02 BOARD shall mean the Board of Directors of the Company.

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               2.03 BUSINESS DAY means any day on which the New York Stock
        Exchange shall be open for trading.

               2.04 CAUSE means a determination by the Committee that a SARP
        Participant has engaged in conduct that is dishonest or illegal,
        involves moral turpitude or jeopardizes the Company's right to operate
        its business in the manner in which it is now operated.

               2.05  CHANGE IN CONTROL means any of the events set forth below:

                      (a) The acquisition in one or more transactions, other
               than from the Company, by any individual, entity or group (within
               the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
               of beneficial ownership (within the meaning of Rule 13d-3
               promulgated under the Exchange Act) of a number of Company Voting
               Securities in excess of 25% of the Company Voting Securities
               unless such acquisition has been approved by the Board; or

                      (b) Any election has occurred of persons to the Board that
               causes two-thirds of the Board to consist of persons other than
               (i) persons who were members of the Board on January 1, 2000 and
               (ii) persons who were nominated for election as members of the
               Board at a time when two-thirds of the Board consisted of persons
               who were members of the Board on January 1, 2000; provided,
               however, that any person nominated for election by the Board at a
               time when at least two-thirds of the members of the Board were
               persons described in clauses (i) and/or (ii) or by persons who
               were themselves nominated by such Board shall, for this purpose,
               be deemed to have been nominated by a Board composed of persons
               described in clause (i); or

                      (c) Approval by the stockholders of the Company of a
               reorganization, merger or consolidation, unless, following such
               reorganization, merger or consolidation, all or substantially all
               of the individuals and entities who were the respective
               beneficial owners of the Outstanding Stock and Company Voting
               Securities immediately prior to such reorganization, merger or
               consolidation, following such reorganization, merger or
               consolidation beneficially own, directly or indirectly, more than
               75% of, respectively, the then outstanding shares of common stock
               and the combined voting power of the then outstanding voting
               securities entitled to vote generally in the election of
               directors or trustees, as the case may be, of the entity
               resulting from such reorganization, merger or consolidation in
               substantially the same proportion as their ownership of the
               Outstanding Stock and Company Voting Securities immediately prior
               to such reorganization, merger or consolidation, as the case may
               be; or

                      (d) Approval by the stockholders of the Company of (i) a
               complete liquidation or dissolution of the Company or (ii) a sale
               or other disposition of all or substantially all the assets of
               the Company.

               2.06 COMMITTEE means the Stock Incentive Award Subcommittee of
        the Board, in the case of performance-based compensation for individuals
        who are executive officers of


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        the Company, and the Personnel and Compensation Committee of the Board,
        in all other cases.

               2.07 COMMON STOCK shall mean shares of common stock of the
        Company, $.01 par value per share.

               2.08 COMPANY shall mean Water Pik Technologies, Inc., a Delaware
        corporation, its Subsidiaries, and any successors thereto.

               2.09 COMPANY CONTRIBUTION shall mean an amount paid by the
        Company equal to 15% of the ESPP Participant's Contribution.

               2.10 COMPENSATION shall mean the base salary or wages received by
        an employee from the Company, a Division or a Subsidiary.

               2.11 COMPANY VOTING SECURITIES means the combined voting power of
        all outstanding voting securities of the Company entitled to vote
        generally in the election of the Board.

               2.12 DATE OF GRANT means the date as of which an award of
        Restricted Stock is granted in accordance with Article VIII.

               2.13 DESIGNATED STOCK means shares of Common Stock already owned
        by a SARP Participant that the SARP Participant identifies as being
        subject to the SARP, thereby triggering the grant of Restricted Stock to
        such SARP Participant pursuant to Article VIII.

               2.14 DESIGNATION NOTICE means a written notice, in a form
        acceptable to the Committee, by which a SARP Participant designates
        previously-acquired shares of Common Stock as Designated Stock.

               2.15 DISABILITY means any physical or mental injury or disease of
        a permanent nature which renders a SARP Participant incapable of meeting
        the requirements of the employment performed by such SARP Participant
        immediately prior to the commencement of such disability. The
        determination of whether a SARP Participant is disabled shall be made by
        the Committee in its sole and absolute discretion. Notwithstanding the
        foregoing, if a SARP Participant's employment by the Company or an
        applicable subsidiary terminates by reason of a disability, as defined
        in an Employment Agreement between such SARP Participant and the Company
        or an applicable Subsidiary, such SARP Participant shall be deemed to be
        disabled for purposes of the SARP.

               2.16 DIVIDENDS shall mean dividends or dividend equivalents paid
        with respect to shares of Common Stock.

               2.17 DIVISION shall mean any domestic division of the Company or
        of any Subsidiary designated by the President of the Company or the
        Board of Directors to participate in the Plan.

               2.18  EFFECTIVE DATE means November 29, 1999.


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               2.19 ELIGIBLE EMPLOYEES shall mean only those Employees who are
        eligible to participate in the Plan in accordance with the terms of
        Article V.

               2.20 EMPLOYEES shall mean all persons who are employed by the
        Company, a Division or a Subsidiary who work in the United States and
        whose wages are subject to FICA.

               2.21 ESPP means the Employee Stock Purchase Program component of
        the Plan as described in Article I, as the same may be amended from time
        to time.

               2.22 ESPP PARTICIPANT shall mean any Eligible Employee who elects
        to participate in the ESPP in accordance with the terms of Section 5.01

               2.23 ESPP PARTICIPANT CONTRIBUTION shall mean the payroll
        deduction withheld periodically from the Compensation of each ESPP
        Participant which shall be credited to each ESPP Participant's Share
        Account.

               2.24 EXCHANGE ACT means the Securities Exchange Act of 1934, as
        amended.

               2.25 FAIR MARKET VALUE means, as of any given date, the average
        of the high and low trading prices of the Stock on such date as reported
        on the New York Stock Exchange or, if the Stock is not then traded on
        the New York Stock Exchange, on such other national securities exchange
        on which the Stock is admitted to trade, or, if none, on the National
        Association of Securities Dealers Automated Quotation System if the
        Stock is admitted for quotation thereon; provided, however, if there
        were no sales reported as of such date, Fair Market Value shall be
        computed as of the last date preceding such date on which a sale was
        reported; provided, further, that if any such exchange or quotation
        system is closed on any day on which Fair Market Value is to be
        determined, Fair Market Value shall be determined as of the first date
        immediately preceding such date on which such exchange or quotation
        system was open for trading.

               2.26 HUMAN RESOURCES DEPARTMENT shall mean the department at the
        Company, Division or Subsidiary responsible for processing enrollment
        applications and change forms in connection with the ESPP.

               2.27 OUTSTANDING STOCK means, at any time, the issued and
        outstanding Common Stock.

               2.28 PERMITTED TRANSFEREE means a SARP Participant's spouse, or
        (by blood, adoption or marriage) parent, child, stepchild, descendant or
        sibling, or the estate, any guardian, custodian, conservator or
        committee of, or any trust for the benefit of, the SARP Participant or
        any of the foregoing persons.

               2.29 PLAN shall mean the Water Pik Technologies, Inc. Employee
        Stock Purchase Plan, also known as The Stock Advantage, as the same may
        be amended from time to time.


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               2.30 PLAN ADMINISTRATOR shall mean any broker or other person, as
        those terms are used in the Exchange Act, selected by the Committee or
        the Board, from time to time to provide brokerage and other
        administrative services with respect to the ESPP portion of the Plan.

               2.31 PURCHASE AMOUNT means the dollar amount that a SARP
        Participant specifies in a Purchase Notice with respect to a particular
        Purchase Date.

               2.32 PURCHASE DATE means, with respect to the ESPP feature of the
        Plan, the Business Day or Days, as the case may be, upon which shares
        are purchased under the ESPP. With respect to the SARP feature of the
        Plan, "Purchase Date" shall mean, for any Offering Period, the Business
        Day immediately following the last day of the Offering Period.

               2.33 PURCHASED STOCK means Common Stock purchased by a SARP
        Participant pursuant to Article VII, which triggers the grant of
        Restricted Stock to such SARP Participant pursuant to Article VIII.

               2.34 PURCHASE LOAN means a loan provided to a SARP Participant by
        the Company to facilitate the SARP Participant's purchase of Common
        Stock pursuant to Section 7.01.

               2.35 PURCHASE NOTICE means a written notice, in a form acceptable
        to the Committee, by which a SARP Participant may elect to purchase
        Common Stock as of a Purchase Date in accordance with Section 7.01.

               2.36 RELATED STOCK means, with respect to any share of Restricted
        Stock, the two shares of Purchased Stock or Designated Stock, as the
        case may be, which entitle such Participant to receive such share of
        Restricted Stock pursuant to Article VIII.

               2.37 RESTRICTED STOCK means shares of Common Stock awarded to a
        SARP Participant subject to restrictions as described in Article VIII.

               2.38 SARP means the Stock Acquisition and Retention Program
        component of the Plan as described in Article I, as the same may be
        amended from time to time.

               2.39 SARP PARTICIPANT means any Eligible Employee selected by the
        Committee, pursuant to Section 5.02, as eligible to participate under
        the SARP.

               2.40 SHARE ACCOUNT shall mean the account established and
        maintained for each ESPP Participant.

               2.41 SUBSIDIARY shall mean any domestic corporation of which at
        least 50% of the combined voting power of all classes of stock is owned
        directly or indirectly by the Company and which is designated by the
        President of the Company or the Board to participate in the Plan.


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               2.42 OFFERING PERIOD means each period of time designated by the
        Committee in any calendar year and generally consisting of the ten (10)
        consecutive Business Days beginning on the third (3rd) Business Day
        following the release by the Company of its quarterly or annual summary
        statements of sales and earnings, as applicable, and ending on the
        twelfth (12th) Business Day following such date.

ARTICLE III. ADMINISTRATION

        The Plan shall be administered by the Committee, which shall have
exclusive and final authority and discretion in each determination,
interpretation or other action affecting the Plan and its Participants. The
Committee shall have the sole and absolute authority and discretion to (i)
interpret the Plan, (ii) to modify or otherwise amend the Plan, (iii) to select,
in accordance with Section 5.01, the persons who will be SARP Participants
hereunder, (iv) to determine the eligibility of individuals to participate in
the Plan, (v) to determine the duration of leaves of absence which may be
granted to Participants without constituting a termination of their employment
for the purposes of the Plan, (vi) to impose such conditions and restrictions as
it determines appropriate and (vii) to take such other actions and make such
other determinations in connection with the Plan as it may deem necessary or
advisable. Decisions of the Committee shall be final and binding on all parties
who have an interest in the Plan and their legal representatives and
beneficiaries. No member of the Committee shall be liable for any action taken,
or determination made, by the Committee in good faith.

ARTICLE IV.  STOCK ISSUABLE UNDER THE PLAN

               4.01 NUMBER OF SHARES OF STOCK ISSUABLE. Subject to adjustments
        as provided in Section 9.06 of the Plan, the maximum number of shares of
        Common Stock available for issuance under the Plan shall be 1,100,000.
        The Common Stock to be offered under the Plan shall be authorized and
        unissued Common Stock, or Common Stock which shall have been reacquired
        by the Company and held in its treasury.

               4.02 SHARES SUBJECT TO TERMINATED SARP AWARDS. Shares of Common
        Stock forfeited as provided in Section 8.02 may again be issued under
        the SARP.

ARTICLE V. ELIGIBILITY TO PARTICIPATE IN THE PLAN

               5.01 ELIGIBILITY TO PARTICIPATE IN THE ESPP.

                      (a) Requirements. A regular status Employee shall be
               eligible to participate in the ESPP feature of the Plan if he or
               she is employed by the Company, a Division or a Subsidiary on the
               one year anniversary of his or her hire date and he or she was
               credited with at least 1,000 hours of employment during the
               preceding twelve-month period, except for Employees (i) under the
               age of majority in the applicable state, or (ii) covered by a
               collective bargaining agreement, unless the agreement
               specifically provides that such employees are eligible to
               participate in the Plan. Employees are credited with an hour of
               employment for every hour for which such Employee is paid by the
               Company, a


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               Division or a Subsidiary, including vacation, holiday, sick
               leave, jury duty or layoffs. Temporary status employees are not
               eligible to participate in the Plan.

                      (b) Reemployment. Any Participant whose employment by the
               Company, a Division or Subsidiary is terminated and is later
               rehired by the Company, a Division or a Subsidiary is eligible to
               become an ESPP Participant on the date he or she is rehired. An
               employee who leaves the Company, a Division or a Subsidiary
               before fulfilling the eligibility requirements and later is
               rehired by the Company, a Division or Subsidiary will receive
               credit for prior service in meeting the eligibility requirements
               set forth in Section 5.01(a).

                      (c) Limitation on Participation of Certain Officers. No
               officer (as such term is defined under Rule 16a-1 of the Exchange
               Act) of the Company shall be eligible to participate in the Plan
               until such time that the Board authorizes such participation
               based on advice from counsel to the Company that the ESPP and the
               Plan meet the criteria of Rule 16b-3 of the Exchange Act.

                      (d) Enrollment. An Eligible Employee may become an ESPP
               Participant by filing a written enrollment application with the
               Human Resources Department which includes a purchase order form
               authorizing the Plan Administrator to establish a Share Account
               for the benefit of the ESPP Participant and authorizing payroll
               deductions in accordance with Section 6.01.

               5.02 ELIGIBILITY TO PARTICIPATE IN THE SARP.

                      (a) Designation of Participants. Participants in the SARP
               shall be such officers or senior executives of the Company as the
               Committee, in its sole discretion, may designate as eligible to
               participate in the SARP. Prior to the commencement of each
               calendar year during the term of the SARP, the Committee shall
               designate the Employees who are eligible to participate in the
               SARP during such calendar year; provided, however, that with
               respect to calendar year 1999, such designations shall be made no
               later than thirty (30) days following the Effective Date. The
               Committee's designation of a SARP Participant with respect to any
               calendar year shall not require the Committee to designate such
               person as a SARP Participant with respect to any other calendar
               year. The Committee shall consider such factors as it deems
               pertinent in selecting SARP Participants. The Committee may in
               its sole discretion limit the extent of participation by any SARP
               Participant in any calendar year, including but not limited to
               restricting the number of any Purchased or Restricted Shares,
               frequency of elections or any other levels of participation. The
               Committee shall promptly provide to each Employee selected as a
               SARP Participant written notice of such selection. The
               designation of an Employee as a SARP Participant with respect to
               a calendar year shall permit such person to elect to submit one
               or more Purchase Notices and/or Designation Notices during such
               calendar year irrespective of whether, in the case of Purchase
               Notices, the applicable Purchase Date(s) fall within such
               calendar year.


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                      (b) SARP Participant Elections. A person who is designated
               as a SARP Participant in accordance with Section 5.02(a) shall be
               entitled to purchase Common Stock by delivering one or more
               Purchase Notices in accordance with Article VII and such Common
               Stock purchases shall result in the award of Restricted Stock to
               such SARP Participant in accordance with Article VIII. In
               addition, a SARP Participant shall be entitled to designate as
               Designated Stock, in one or more Designation Notices delivered to
               the Company at any time during a calendar year, any even number
               of shares of Common Stock then owned by the SARP Participant,
               other than shares of Purchased Stock, shares of Common Stock
               credited to the SARP Participant's account under any tax
               qualified employee benefit plan sponsored by the Company and
               shares of Common Stock subject to outstanding and as yet
               unexercised stock options. Such designation of shares as
               Designated Stock shall result in the award of Restricted Stock to
               the SARP Participant in accordance with Article VIII. The sum of
               (i) the aggregate Purchase Amounts elected by a SARP Participant
               pursuant to one or more Purchase Notices submitted within any one
               calendar year and (ii) the Fair Market Value of the Designated
               Stock designated by the SARP Participant pursuant to one or more
               Designation Notices submitted within such calendar year (such
               Fair Market Value being determined as of the date the applicable
               Designation Notice is delivered), shall not exceed such SARP
               Participant's gross annual salary in effect on the first day of
               such calendar year or first day of employment, if such SARP
               Participant was not employed with the Company on the first day of
               such calendar year; provided, however, that for calendar year
               1999, such total amount may equal two times the SARP
               Participant's gross annual salary.

ARTICLE VI. EMPLOYEE STOCK PLAN PROGRAM PROVISIONS

               6.01 PARTICIPANT CONTRIBUTIONS

                      (a) Participant Contributions. Each ESPP Participant shall
               authorize in the election form required under Section 5.01(d) an
               ESPP Participant Contribution in whole-dollar amounts for each
               pay period, subject to the minimum and maximum contributions set
               forth below, depending on the ESPP Participant's payroll
               schedule:

<TABLE>
<CAPTION>
                      Frequency
                      of Paycheck           Minimum       Maximum
                      -----------           -------       -------
<S>                                         <C>           <C>
                      Weekly                $ 5.00        $ 92.00
                      Bi-weekly              10.00         184.00
                      Semi-monthly           10.00         200.00
                      Monthly                20.00         400.00
</TABLE>

                      (b) Limit on Participant Contribution. Notwithstanding the
               foregoing, in no event shall an ESPP Participant's Contribution
               exceed 25% of such ESPP Participant's Compensation for such pay
               period.


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                      (c) Effective Date of Payroll Deduction. Except as set
               forth below, each Eligible Employee's initial enrollment
               application shall be effective no later than the first payroll
               period in the quarter next succeeding the date upon which such
               completed application is received by the Human Resources
               Department, unless a later date is specified by the Eligible
               Employee. Each Eligible Employee's completed initial enrollment
               application received during the calendar quarter in which the
               Company, Division or Subsidiary commences participation in the
               Plan will be effective as of the first payroll period in the
               calendar month next succeeding the date upon which such
               application is received by the Human Resources Department.
               Completed initial enrollment applications must be received by the
               Human Resources Department at least two weeks before the
               effective date of an Employee's enrollment. Payroll deduction
               authorizations will remain effective until revised or terminated
               as hereinafter provided.

                      (d) Plan Administrator. The ESPP feature of the Plan shall
               be administered by a Plan Administrator designated by the
               Committee or the Board to serve at its or their pleasure. The
               Committee shall inform ESPP Participants of the name, address and
               telephone number of the Plan Administrator.

                      (e) Changing Contribution Elections. ESPP Participants may
               increase or decrease their payroll deductions (in whole-dollar
               amounts, subject to the minimum and maximum limitations set forth
               above) by submitting a written request to the Human Resources
               Department. Any such changes will be effective as of the earliest
               of the first day of January, April, July or October, immediately
               succeeding receipt by the Human Resources Department of the
               written request, provided that the written request for such
               changes must be received by the Human Resources Department at
               least two weeks before the changes are to become effective. ESPP
               Participants may suspend payroll deductions, without terminating
               participation in the ESPP, effective as of the payroll cycle
               following a written request, but must wait one full quarter
               following the quarter in which the deduction was suspended to
               resume deductions.

                      (f) Termination of Employment. Upon the termination of an
               ESPP Participant's employment with the Company, a Division or
               Subsidiary, the ESPP Participant may not make ESPP Participant
               Contributions from lump-sum payments to him or her and no Company
               Contributions will be made with respect thereto.

                      (g) Legal Restrictions on Changes in Contribution
               Elections. Notwithstanding the foregoing, no change to payroll
               deductions shall become effective unless such change shall comply
               with all relevant provisions of law, including, without
               limitation, the Securities Act of 1933, as amended, the Exchange
               Act, the securities laws of any state having appropriate
               jurisdiction, and the various rules and regulations promulgated
               thereunder, and the requirements of any stock exchange upon which
               the shares of Common Stock may then be listed.


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               6.02 COMPANY CONTRIBUTION. The Company shall contribute an amount
        equal to 15% of each ESPP Participant's monthly Participant Contribution
        towards the purchase of shares of Common Stock. Such Company
        Contribution may be made in cash to purchase shares for the ESPP
        Participant's account, or in treasury or authorized by unissued shares
        of Common Stock, or both.

               6.03 PURCHASE AND ALLOCATION OF COMMON STOCK UNDER THE ESPP

                      (a) Purchases. Subject to and in accordance with the terms
               of the Plan, each ESPP Participant shall have the ESPP
               Participant Contribution withheld from his or her Compensation by
               payroll deduction. The Company, the Divisions and the
               Subsidiaries shall accumulate on a calendar month basis and hold,
               without interest to the ESPP Participants, all ESPP Participant
               Contributions. As soon as practicable after the end of each
               month, the Company shall apply the sum of all ESPP Participant
               Contributions and Company Contributions for that month toward the
               purchase of shares of Common Stock on behalf of those ESPP
               Participants who have chosen to make Participant Contributions
               for such month.

                      (b) Allocation. The Company may elect to issue authorized
               but unissued shares, use treasury shares or instruct the Plan
               Administrator to purchase shares of common Stock in the open
               market on the Purchase Date. Shares of Common Stock shall be
               purchased at the Fair Market Value on the Purchase Date. The Plan
               Administrator shall then allocate to the Share Account of each
               ESPP Participant the number of whole shares (or fractional
               interests in whole shares) of Common Stock purchased by the Plan
               Administrator under the ESPP for such month, determined by
               dividing the sum of such ESPP Participant's Participant
               Contributions withheld during that month, plus the Company
               Contributions for such ESPP Participants for that month, by the
               per share price of the Common Stock purchased under the ESPP for
               that month.

                      (c) Additional Purchases. An ESPP Participant may add
               other shares of Common Stock to his or her Share Account at any
               time by separate purchases arranged with the Plan Administrator,
               or by delivering other shares owned by such ESPP Participant to
               the Plan Administrator. The Company will pay the Plan
               Administrator's commissions on purchases made with Participant
               Contributions and Company Contributions and on dividends
               reinvested with respect to shares of the Company's Common Stock
               purchased through the ESPP. The Company will not pay commissions
               with respect to independent purchases or any sales made by any
               Participants or reinvested dividends on shares purchased outside
               of the ESPP (unless the Company adopts a universal dividend
               reinvestment plan).

                      (d) Vesting and Share Certificates. At the time of
               purchase, each ESPP Participant immediately acquires fully vested
               ownership of all shares of Common Stock and any fractional
               interest in shares purchased on his or her behalf. Each Share
               Account shall be held by the Plan Administrator in the
               appropriate ESPP Participant's name. Unless otherwise requested
               by the ESPP Participant, all shares of Common Stock will be
               registered in street name and will remain so


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               registered until delivery of the shares is requested. An ESPP
               Participant may request that a certificate for any or all of his
               or her full shares be delivered to him or her upon the payment by
               the ESPP Participant of any applicable fee prescribed by the Plan
               Administrator for such service.

                      (e) Dividends. Each ESPP Participant's Share Account will
               be credited with all Dividends paid in request of the full shares
               of any fractional interest in shares held in his or her account.
               Cash Dividends will be reinvested in the Common Stock as promptly
               as practicable following receipt thereof by the Plan
               Administrator unless the ESPP Participant instructs the Plan
               Administrator to the contrary. Stock Dividends and/or any stock
               splits with respect to the shares of Common Stock held in the
               ESPP Participant's Share Account will be credited to the Share
               Account without charge.

               6.04 DISPOSITION OF SHARES. An ESPP Participant may instruct the
        Plan Administrator to sell any or all of his or her full shares and the
        fractional interest in shares allocable to his or her Share Account.
        Based on instructions from the ESPP Participant, upon such sale, the
        Plan Administrator will either mail the ESPP Participant a check for the
        proceeds or credit such Participant's Share Account with such proceeds
        in each case, less the brokerage commission and any transfer taxes,
        registration fee or other normal charges which are payable by the ESPP
        Participant. Such instructions to the Plan Administrator or a request
        for delivery of certificates will not affect the ESPP Participant's
        status as an ESPP Participant unless he or she sells shares held in his
        or her Share Account through the Plan Administrator more than twice a
        year. If an ESPP Participant sells shares held in his or her Share
        Account through the Plan Administrator more than twice per year, the
        ESPP Participant must withdraw from the Plan for one year.

               6.05 SHARE ACCOUNT STATEMENTS. Each ESPP Participant shall
        receive statements of his or her account at least quarterly, or more
        often at the discretion of the management committee supervising
        administration of the Plan on behalf of the Company. Such statements
        shall serve as evidence of stock ownership and as the basis for tax
        records, and should be retained by the ESPP Participant as a permanent
        record. The relationship between the broker for the Plan Administrator
        and the ESPP Participant shall be a normal relationship of a broker and
        its client, and neither the Company, the Division, nor the Subsidiaries,
        shall assume any responsibility in this respect.

               6.06 TERMINATION OF PLAN PARTICIPATION.

                      (a) Notice of Termination. An ESPP Participant may
               terminate his or her participation in the ESPP at any time upon
               written notice to the Human Resources Department, effective the
               payroll cycle following the written notice. Any voluntary
               termination from the ESPP, or termination pursuant to Section
               6.04, shall be for a period of not less than one year in
               duration. An ESPP Participant's participation in the ESPP shall
               terminate automatically without notice upon death or other
               termination of employment by the ESPP Participant with the
               Company, a Division or Subsidiary. Upon an ESPP Participant's
               termination of participation in the Plan, the Participant's Share
               Account shall be closed as set forth below.


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<PAGE>   12

                      (b) Termination of Share Account. Until the Plan
               Administrator shall have received written instructions from the
               ESPP Participant (or his or her estate) upon termination of the
               ESPP Participant's participation in the ESPP, shares of Common
               Stock held by the Plan Administrator in the Participant's Share
               Account shall, unless otherwise instructed, continue to be held
               by the Plan Administrator in accordance herewith for a reasonable
               period of time. Upon receipt of appropriate written instructions
               from the ESPP Participant (or his or her estate), the Plan
               Administrator shall either cause any whole shares of the Common
               Stock credited to the Share Account of the Participant to be
               transferred in accordance with such instructions (and shall cause
               certificates representing such shares to be mailed in accordance
               with the instructions), or sell any whole shares of the Common
               Stock at the prevailing market price and mail the proceeds, less
               the brokerage commission and any transfer taxes, registration fee
               or other normal charges which are payable by the ESPP
               Participant, in accordance with the instructions of the ESPP
               Participant (or his or her estate). Any fractional interest in a
               share of Common Stock held in the Share Account will be sold by
               the Plan Administrator a the prevailing market price and a check
               for the proceeds of sale thereon will be mailed in accordance
               with the instructions of the ESPP Participant (or his or her
               estate).

               6.07 VOTING RIGHTS AND SHAREHOLDER COMMUNICATIONS. The Plan
        Administrator shall deliver to each ESPP Participant as promptly as
        practicable, by mail or otherwise, all notices of meetings and proxy
        statements. ESPP Participants shall also receive all other material
        distributed by the Company to its stockholders. The whole shares in each
        ESPP Participant's Share Account shall be voted in accordance with the
        Participant's signed proxy instructions duly delivered to the Plan
        Administrator, or otherwise, in accordance with rules applicable to
        stock listed on the New York Stock Exchange or, if the shares of Common
        Stock are not listed on such exchange, the successor principal national
        exchange on which the shares of Common Stock are listed.

               6.08 ESPP RIGHTS NOT TRANSFERABLE. Rights under the ESPP are
        exercisable only by the ESPP Participant during his or her lifetime and
        may not be assigned, transferred or encumbered by his or her prior to
        the withdrawal of shares of Common Stock from his or her Share Account.
        If an ESPP Participant attempts to assign, transfer or encumber any
        rights under the ESPP prior to the withdrawal of shares of Common Stock
        from his or her Share Account, except through a sale consistent with the
        terms of the ESPP, such attempt shall be void.

ARTICLE VII. STOCK ACQUISITION AND RETENTION PROGRAM PROVISIONS

               7.01 STOCK PURCHASE ELECTIONS. A SARP Participant shall have the
        right to purchase Common Stock in accordance with the terms of this
        Article VII. A SARP Participant may elect to purchase Common Stock under
        this SARP by delivering to the Company a Purchase Notice and cash and/or
        a promissory note executed by the Participant in an amount equal to the
        purchase price designated in such Participant's Purchase Notice. Such
        Purchase Notice shall set forth, among other things, the Purchase Amount
        elected by the Participant. Such promissory note which shall evidence
        such Participant's Purchase


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<PAGE>   13

        Loan in accordance with Section 7.03, shall be in a principal amount
        equal to the Purchase Amount designated in such Participant's Purchase
        Notice and shall by its terms become effective as of the applicable
        Purchase Date. All elections under this Section 7.01 shall be
        irrevocable. If an election is submitted during an Offering Period, such
        election shall take effect as of the Purchase Date immediately following
        the close of such Offering Period. If an election is not submitted
        during an Offering Period, such election shall take effect as of the
        Purchase Date immediately following the close of the next Offering
        Period.

               7.02 ISSUANCE OF AND PAYMENT FOR COMMON STOCK. As of each
        Purchase Date, the Company shall credit to each SARP Participant the
        number of shares of Purchased Common Stock purchased pursuant to the
        Purchase Notice submitted by such Participant. The number of shares of
        Purchased Common Stock to be so credited shall be determined by dividing
        the Purchase Amount designated by such SARP Participant in his or her
        Purchase Notice by a purchase price per share equal to the average Fair
        Market Value during the Window Period. As of any Purchase Date, only an
        even number of shares of Purchased Common Stock can be purchased by a
        SARP Participant and in no event shall the Company be required to issue
        fractional shares. The Purchase Amount elected by a Participant, and the
        principal amount of the related promissory note, shall be automatically
        reduced (and if the entire Purchase Amount is paid in cash, cash shall
        be returned to the Participant) to the minimum extent necessary in order
        that an even number of whole shares of Purchased Common Stock is
        credited to such SARP Participant as of the Purchase Date. The purchase
        price for shares of Purchased Common Stock credited to a SARP
        Participant as of a Purchase Date shall be paid in cash and/or by means
        of a Purchase Loan made by the Company to the SARP Participant in
        accordance with Section 7.03. The SARP Participant shall have all of the
        rights of a stockholder with respect to the shares of Purchased Common
        Stock credited to him or her under this Section 7.02 including, but not
        limited to, the right to vote such shares and the right to receive
        dividends (or dividend equivalents) paid with respect to such shares.

               7.03 TERMS OF PURCHASE LOAN.

                      (a) Purchase Loan. The promissory note delivered to the
               Company by a SARP Participant in accordance with Section 7.01
               shall evidence a Purchase Loan in principal amount equal to such
               Participant's Purchase Amount reduced by the amount of cash paid,
               if any. Unless the Committee shall otherwise determine prior to
               the applicable Purchase Date, each Purchase Loan shall have a
               term not to exceed ten years, and be secured by the shares of
               Purchased Common Stock acquired with such Purchase Loan.

                      (b) Interest on Purchase Loan. Until the SARP
               Participant's Purchase Loan is paid in full, or otherwise
               satisfied or discharged in full, interest on the outstanding
               balance of the Purchase Loan shall accrue at a fixed rate per
               annum equal to the minimum rate required to avoid imputed
               interest under the applicable provisions of the Internal Revenue
               Code of 1986, as amended.

                      (c) Repayment of Purchase Loan. No principal or interest
               payments with respect to a Purchase Loan shall be required prior
               to the fifth anniversary of the


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<PAGE>   14

               date such Purchase Loan is made; provided, however, that prior to
               such fifth anniversary, cash dividends on shares of Purchased
               Common Stock held as security for such Purchase Loan, and on the
               related shares of Restricted Common Stock, shall be applied to
               pay accrued interest on the Purchase Loan (any non-cash dividends
               shall remain as part of the collateral securing such Purchase
               Loan). After such fifth anniversary, level monthly payments of
               principal and accrued interest with respect to a Purchase Loan
               shall be required for the remaining term thereof. Unless
               otherwise determined by the Committee, all outstanding principal
               and interest on a SARP Participant's Purchase Loan shall be
               immediately due and payable in full upon termination of the SARP
               Participant's employment with the Company and its affiliates. All
               or any portion of the principal and/or interest with respect to a
               Purchase Loan may, at the election of the SARP Participant, be
               paid by the delivery to the Company of whole shares of Common
               Stock, other than (i) shares of Common Stock credited to the SARP
               Participant's account under any tax qualified employee benefit
               plan sponsored by the Company, (ii) shares of Common Stock
               subject to outstanding and as yet unexercised stock options, and
               (iii) shares of Purchased Common Stock and Designated Common
               Stock; provided, however, that shares of Purchased Common Stock
               and Designated Common Stock can be used to pay interest and/or
               principal with respect to a Purchase Loan if at the time of such
               payment the SARP Participant is an active employee of the Company
               or a subsidiary, or the SARP Participant's employment terminated
               due to death, disability or retirement pursuant to the retirement
               policy of the Company. For purposes of the immediately preceding
               sentence, shares of Common Stock shall be valued at the Fair
               Market Value of such shares on the Business Day immediately
               preceding the date such shares are delivered to the Company.

                      (d) Other Terms. The promissory notes evidencing the
               Purchase Loans shall contain such other terms and conditions as
               the Committee may determine, including, without limitation, any
               special terms relating to the retirement of a SARP Participant
               prior to the expiration of the term of one or more Purchase
               Loans.

               7.04 COMMON STOCK CERTIFICATES. As promptly as administratively
        feasible after each Purchase Date, the Company shall deliver to each
        SARP Participant one or more stock certificates for the number of shares
        of Common Stock purchased by such Participant as of such Purchase Date
        in accordance with this Article VII. The SARP Participant shall then
        deliver certificates representing a number of shares with a value equal
        to the principal amount of the Purchase Loan to the Company in pledge
        for the related Purchase Loan along with an executed security agreement
        in such form as the Committee shall specify. Upon satisfaction in full
        of the Purchase Loan, the certificates shall be delivered to the SARP
        Participant free and clear of any restrictions except for any
        restrictions that may be imposed by law.

ARTICLE VIII. RESTRICTED COMMON STOCK

               8.01 RESTRICTED COMMON STOCK AWARDS. As of each Purchase Date,
        there shall automatically be granted to any SARP Participant who
        purchases Purchased Common Stock as of such Purchase Date pursuant to
        Article VII an award of one share of Restricted


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<PAGE>   15

        Common Stock for each two shares of Purchased Common Stock. The Purchase
        Date shall be the Date of Grant of such Restricted Common Stock. As of
        any date that a SARP Participant delivers a Designation Notice to the
        Company, in accordance with Section 5.02(b), designating shares of
        Common Stock as Designated Common Stock, there shall automatically be
        granted to such Participant an award of one share of Restricted Common
        Stock for each two shares of Designated Common Stock. The date of
        delivery of such Designation Notice shall be the Date of Grant of such
        Restricted Common Stock. The terms of all such Restricted Common Stock
        awards shall be set forth in an Award Agreement between the Company and
        the SARP Participant which shall contain such forfeiture periods and
        conditions, restrictions and other provisions, not inconsistent with
        these rules, as shall be determined by the Committee.

                      (a) Issuance of Restricted Common Stock. As soon as
               practicable after the Date of Grant of Restricted Common Stock,
               the Company shall cause to be transferred on the books of the
               Company shares of Common Stock, registered on behalf of the SARP
               Participant, evidencing such Restricted Common Stock, but subject
               to forfeiture to the Company retroactive to the Date of Grant if
               an Award Agreement delivered to the SARP Participant by the
               Company with respect to the Restricted Common Stock is not duly
               executed by the SARP Participant and timely returned to the
               Company. Until the lapse or release of all restrictions
               applicable to an award of Restricted Common Stock, the stock
               certificates representing such Restricted Common Stock shall be
               held in custody by the Company or its designee.

                      (b) Common Stockholder Rights. Beginning on the Date of
               Grant of the Restricted Common Stock and subject to execution of
               the Award Agreement as provided in Section 8.01(a), the SARP
               Participant shall become a stockholder of the Company with
               respect to all Common Stock subject to the Award Agreement and
               shall have all of the rights of a stockholder, including, but not
               limited to, the right to vote such Common Stock and the right to
               receive dividends (or dividend equivalents) paid with respect to
               such Common Stock; provided, however, that any Common Stock
               distributed as a dividend or otherwise with respect to any
               Restricted Common Stock as to which the restrictions have not yet
               lapsed shall be subject to the same restrictions as such
               Restricted Common Stock and shall be held as prescribed in
               Section 8.01(a).

                      (c) Restriction on Transferability. None of the Restricted
               Common Stock may be assigned, transferred (other than by will or
               the laws of descent and distribution), pledged, sold or otherwise
               disposed of prior to lapse or release of the restrictions
               applicable thereto.

                      (d) Delivery of Common Stock Upon Release of Restrictions.
               Upon expiration or earlier termination of the forfeiture period
               without a forfeiture, the satisfaction of the Purchase Loan, if
               any, for the Related Common Stock and the satisfaction of or
               release from any other conditions prescribed by the Committee,
               the restrictions applicable to the Restricted Common Stock shall
               lapse. As promptly as administratively feasible thereafter,
               subject to the requirements of Section 9.02, the Company shall
               deliver to the SARP Participant, or, in case of the SARP


                                       15
<PAGE>   16

               Participant's death, to the SARP Participant's legal
               representatives, one or more stock certificates for the
               appropriate number of shares of Common Stock, free of all such
               restrictions, except for any restrictions that may be imposed by
               law.

               8.02  TERMS OF RESTRICTED COMMON STOCK.

                      (a) Forfeiture of Restricted Common Stock. Subject to
               Section 8.02(b), all Restricted Common Stock shall be forfeited
               and returned to the Company and all rights of the SARP
               Participant with respect to such Restricted Common Stock shall
               cease and terminate in their entirety if during the forfeiture
               period (i) the SARP Participant transfers, sells or otherwise
               disposes of the Related Common Stock other than to a Permitted
               Transferee or in a transaction constituting a Change in Control
               or (ii) the employment of the SARP Participant with the Company
               and its affiliates terminates for any reason or (iii) the SARP
               Participant defaults on the Purchase Loan, if any, for the
               Related Common Stock. Unless the Committee, in its sole
               discretion, provides otherwise in the applicable Award Agreement,
               the forfeiture period for any shares of Restricted Common Stock
               shall be five years from the Date of Grant of such Restricted
               Common Stock. Notwithstanding the foregoing, in the event of the
               discharge by the Company and its subsidiaries of a SARP
               Participant without Cause or termination of a SARP Participant's
               employment by reason of death, Disability or retirement pursuant
               to the retirement policy of the Company or its applicable
               subsidiaries, all forfeiture restrictions imposed on Restricted
               Common Stock shall immediately and fully lapse. In addition, upon
               the occurrence of a Change in Control, all forfeiture
               restrictions imposed on Restricted Common Stock shall immediately
               and fully lapse.

                      (b) Waiver of Forfeiture Period. Notwithstanding anything
               contained in this Article VIII to the contrary, the Committee
               may, in its sole discretion, waive the forfeiture conditions set
               forth in any Award Agreement under appropriate circumstances and
               subject to such terms and conditions (including forfeiture of a
               proportionate number of the shares of Restricted Common Stock) as
               the Committee may deem appropriate, provided that the SARP
               Participant shall at that time have completed at least one year
               of employment after the Date of Grant.

ARTICLE IX. MISCELLANEOUS

               9.01 LIMITATIONS ON TRANSFER. Except as otherwise expressly
        provided in this Plan, the rights and interest of a Participant under
        the Plan may not be assigned or transferred other than by will or the
        laws of descent and distribution. During the lifetime of a Participant,
        only the Participant personally may exercise rights under the Plan.

               9.02 TAXES. The Company shall be entitled to withhold (or secure
        payment from the SARP Participant in lieu of withholding) the amount of
        any withholding or other tax required by law to be withheld or paid by
        the Company with respect to any Common Stock issuable under the SARP, or
        with respect to any income recognized upon the lapse of restrictions
        applicable to Restricted Stock, and the Company may defer issuance of
        Common Stock hereunder until and unless indemnified to its satisfaction
        against any


                                       16
<PAGE>   17

        liability for any such tax. The amount of such withholding or tax
        payment shall be determined by the Committee or its delegate and shall
        be payable by the SARP Participant at such time as the Committee
        determines. The Committee shall prescribe in each Award Agreement one or
        more methods by which the SARP Participant will be permitted to satisfy
        his or her tax withholding obligation, which methods may include,
        without limitation, the payment of cash by the SARP Participant to the
        Company and the withholding, at the appropriate time, of shares of
        Common Stock otherwise issuable to the SARP Participant in a number
        sufficient, based upon the Fair Market Value of such Common Stock, to
        satisfy such tax withholding requirements.

               9.03 LEGENDS. All certificates for Common Stock delivered under
        the SARP shall be subject to such transfer restrictions set forth in
        this Plan and such other restrictions as the Committee may deem
        advisable under the rules, regulations and other requirements of the
        Securities and Exchange Commission, any stock exchange upon which the
        Common Stock is then listed and any applicable federal or state
        securities law, and the Committee may cause a legend or legends to be
        endorsed on any such certificates making appropriate references to such
        restrictions.

               9.04 AMENDMENT AND TERMINATION. The Committee shall have complete
        power and authority to amend or terminate this Plan, including the ESPP
        or SARP features of the Plan, at any time it is deemed necessary or
        appropriate. No termination or amendment of the Plan or the SARP feature
        may, without the consent of the SARP Participant to whom any award shall
        theretofore have been granted under the SARP, adversely affect the right
        of such individual under such award; provided, however, that the
        Committee may, in its sole discretion, make such provision in the Award
        Agreement for amendments which, in its sole discretion, it deems
        appropriate. If the Plan or the ESPP feature is terminated, the entire
        amount of cash allocable to the Share Account of each ESPP Participant
        hereunder and not theretofore applied to the purchase of shares of
        Common Stock shall be refunded to each such Participant.

               9.05 NO GUARANTEE OF EMPLOYMENT; REGISTRATION REQUIREMENTS;
        GOVERNING LAW. Nothing in the Plan shall be deemed to give any
        Participant hereunder any right of continued employment. If at any time
        the Company determines, in its sole discretion, that any listing
        registration, or qualification of the Plan not already obtained is
        required by 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
        implementation of continuation of the Plan, the Company may discontinue
        the operation of the Plan unless such listing, registration,
        qualification, consent or approval shall be effected or obtained free of
        any conditions or with such conditions as are acceptable to the Board of
        Directors. The foregoing shall not be construed to limit in any way the
        discretion of the Company to discontinue or terminate the Plan under
        circumstances other than those enumerated above. The Plan shall be
        governed and construed in accordance with the laws of the State of
        Delaware, without regard to any provisions with respect to conflict of
        laws.

               9.06 ADJUSTMENTS TO REFLECT CAPITAL CHANGES. The number and kind
        of shares of Common Stock available for issuance under the Plan shall be
        appropriately adjusted to


                                       17
<PAGE>   18

        reflect any stock dividend, stock split, combination or exchange of
        shares, merger, consolidation or other change in capitalization with a
        similar substantive effect upon the Plan. The Committee shall have the
        power and sole discretion to determine the amount of the adjustment to
        be made in each case.



Adopted by Board on 11/12/99.
Approved by Shareholder(s) on 11/12/99.
Amended on 1/23/01.








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