Exhibit 10.24 

FOOT LOCKER 2002 DIRECTORS STOCK
PLAN 

ARTICLE I 

ESTABLISHMENT OF THE PLAN 

     1.1
Establishment of the
Plan. Foot Locker, Inc. (the "Company")
hereby establishes a compensation plan for Nonemployee Directors of the Company
to be known as the Foot Locker 2002 Directors Stock (the "Plan"), as set forth
in this document. The Plan provides for (i) the issuance of Shares to
Nonemployee Directors in payment of part or all of their annual retainer fee,
(ii) the grant of stock options to Nonemployee Directors and (iii) the voluntary
deferral of the payment of the Nonemployee Director's Annual Retainer, subject
to the terms and conditions set forth herein. 

    
1.2 Replacement
Plan. The Plan is intended to replace the
Foot Locker Directors Stock Plan and the Foot Locker Directors Stock Option Plan
in effect prior to the Effective Date (the "Prior Plans"). The Prior Plans will
continue to apply only with respect to stock issuances and stock options granted
prior to the Effective Date under such plans. Upon approval of the Plan by
shareholders, no further stock issuances, grants or awards shall be made to
Nonemployee Directors under the Prior Plans.

    
1.3 Shareholder Approval
Requirement. The Plan (and any grants of
Options made prior to shareholder approval) shall be subject to the requisite
approval of the shareholders of the Company at the 2002 annual meeting of
shareholders. In the absence of such shareholder approval, any such Options
granted prior to such approval shall be null and void. 

    
1.4 Term of Plan. The Plan shall take effect as of January 1, 2002 and shall
remain in effect until January 1, 2012, unless sooner terminated by the Board.


ARTICLE II 

PURPOSE 

    
2.1 Purpose. The Plan is intended to increase the proprietary interest of
Nonemployee Directors of the Company, to promote the achievement of long-term
objectives of the Company by closely aligning the interests of Nonemployee
Directors with the interests of the Company’s shareholders, and to retain and
attract Nonemployee Directors of outstanding competence.

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ARTICLE III 

DEFINITIONS 

    
3.1 Definitions. The following terms, as used herein, shall have the
following meanings: 

          (1)
"Account"
means the total of the Interest Account and the Deferred Stock Unit Account to
which a Participant's deferred Annual Retainer shall be credited. A separate
Account shall be established with respect to the deferred Annual Retainer for
each Plan Year. 

          (2)
"Administrator" shall mean the Board or a duly authorized committee thereof or any
employee or other person designated under Article V of the Plan to assist in the
administration of the Plan. 

          (3)
"Annual Retainer" shall mean the annual retainer payable for services on the Board as a
Nonemployee Director, including the annual retainer payable to a Nonemployee
Director for service as a committee chair. Annual Retainer shall not include
expense reimbursements, amounts realized upon the exercise of Options, or any
other amount paid to a Nonemployee Director. 

          (4)
"Beneficiary" shall mean the individual designated by the Participant, on a form
acceptable to the Administrator, to receive benefits payable under this Plan in
the event of the Participant's death. If no Beneficiary designation is in effect
at the time of a Participant's death, or if no designated Beneficiary survives
the Participant, or if such designation conflicts with law, the payment of the
amount, if any, payable under the Plan upon his or her death shall be made to
the Participant's estate. Upon the acceptance by the Administrator of a new
Beneficiary designation, all Beneficiary designations previously filed shall be
canceled. The Administrator shall be entitled to rely on the last Beneficiary
designation filed by the Participant and accepted by the Administrator prior to
the Participant's death. Notwithstanding the foregoing, no Beneficiary
designation, or change or revocation thereof, shall be effective unless received
by the Administrator prior to the Participant's death. 

          (5)
"Board"
shall mean the Board of Directors of the Company. 

          (6)
"Change in Control" shall mean the occurrence of an event described in Section 7.5
hereof.

          (7)
"Code"
shall mean the Internal Revenue Code of 1986, as amended from time to time.


          (8)
"Company"
shall mean Foot Locker, Inc., a New York corporation or any successor
corporation by merger, consolidation or transfer of assets substantially as a
whole.

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          (9) "Date of Grant"
shall mean the date on which an Option is
granted to a Nonemployee Director.

          (10)
"Deferral Agreement" means an agreement entered into between a Nonemployee
Director and the Company to authorize the Company to reduce the amount of the
Nonemployee Director's Annual Retainer and credit the amount of such reduction
to the Plan. A Deferral Agreement shall contain such provisions, consistent with
the provisions of the Plan, as may be established from time to time by the
Company or the Board, including without limitation: 

              
(a) the dollar amount of the cash component and the stock component of
the Annual Retainer to be deferred or the amount to be deferred in whole
percentages; 

              
(b) the amount of Deferred Annual Retainer to be credited to the Interest
Account and to the Deferred Stock Unit Account; and 

              
(c) any provisions which may be advisable to comply with applicable laws,
regulations, rulings, or guidelines of any government authority. 

A Deferral Agreement may, to the extent
permitted by the Board and by applicable law, be made by paper or electronic
means.

          (11)
"Deferral Period" shall mean, with regard to the Participant's Deferred Annual Retainer
for each Plan Year in which a Deferral Agreement is in effect, the period
commencing upon the effective date of a deferral election and ending on date of
the Participant's Termination.

          (12)
"Deferred Annual Retainer" shall mean the amount of Annual Retainer deferred by a
Nonemployee Director pursuant to Article IX. 

          (13)
"Deferred Stock Unit Account" shall mean an account established and maintained by the
Company for each Participant who receives Stock Units under the Plan.


          (14)
"Distribution Date" shall mean the date of Termination of a Participant, or as soon as
administratively feasible following such Termination, to commence payment of the
amount credited to a Participant's Account.

          (15)
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

          (16)
"Effective Date" shall mean January 1, 2002. 

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          (17)
"Fair Market Value" of a share of Stock shall mean, as of any date, the average of the high
and low prices of a share of Stock as reported for such date on the Composite
Tape for New York Stock Exchange-Listed Stocks by The Wall Street Journal, or, if the
Stock was not traded on the New York Stock Exchange on such date, the Fair
Market Value of a share of Stock as of such date shall be the average of the
high and low prices of a share of such Stock as reported on said Composite Tape
on the immediately preceding date on which such trades were reported on said
Composite Tape.

          (18)
"Interest Account" shall mean a hypothetical investment account bearing interest at the
rate of one hundred and twenty percent (120%) of the applicable federal
long-term rate, compounded annually, and set as of the first day of each Plan
Year. 

          (19)
"Nonemployee Director" shall mean a member of the Board who is not an employee of
the Company or any subsidiary or affiliate of the Company. 

          (20)
"Option"
shall mean the right, granted pursuant to this Plan, of a Participant to
purchase shares of Stock at the Fair Market Value on the Date of Grant.


          (21)
"Option Agreement" shall mean any written agreement, contract, or other instrument or
document between the Company and a Nonemployee Director evidencing an Option.


          (22)
"Participant" shall mean a Nonemployee Director of the Company who is eligible to
participate herein.

          (23)
"Plan"
shall mean the Foot Locker 2002 Directors Stock Plan.

          (24)
"Plan Year"
shall mean the calendar year. 

          (25)
"Rule 16b-3" shall mean Rule 16b-3 under Section 16(b) of the Exchange Act as then in
effect or any successor provisions. 

          (26)
"Stock"
shall mean shares of the Company's common stock, par value $0.01 per
share.

          (27)
"Stock Payment Date" shall mean July 1 (or if such date is not a business day, the
next succeeding business day) in any calendar year.

          (28)
"Stock Unit" shall mean an accounting equivalent of one share of Stock. 

          (29)
"Termination" shall mean a Participant's termination for any reason, including
retirement and death, of service as a director on the Board. 

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          (30)
"Transfer" or
"Transferred" or "Transferable" shall mean anticipate,
alienate, attach, sell, assign, pledge, encumber, charge, hypothecate or
otherwise transfer. 

          (31)
"Valuation"
shall mean an evaluation of the worth of a Deferred Stock Unit based on changes
in the Fair Market Value of the Stock, as determined by the Board or the
Administrator pursuant to the Plan. 

          (32)
"Valuation Date" shall mean the day of any Plan Year on which a Participant's Deferral
Period ends. 

ARTICLE IV 

SECTION 16 OF THE EXCHANGE ACT


     4.1
Section 16. All elections and transactions under the Plan by persons subject to
Section 16 of the Exchange Act involving shares of Stock are intended to comply
with all exemptive conditions under Rule 16b-3.

ARTICLE V 

ADMINISTRATION 

     5.1
The Board. The Plan shall be administered by the Board or a duly authorized
committee thereof. The Board may delegate to one or more of its members or to
one or more agents such administrative duties as it may deem advisable.


     5.2
Administrative Duties.

              
(a) The Board, or a duly authorized committee thereof, shall have full
authority to administer the Plan, subject to its provisions; to interpret the
Plan and to decide any questions and settle all controversies and disputes that
may arise in connection with the Plan; to establish, amend and rescind rules for
carrying out the Plan; and to make all other determinations and to take all such
steps in connection with the Plan as the Board, or a duly authorized committee
thereof, in its sole discretion, deems necessary or desirable. If so designated
by the Board, or a duly authorized committee thereof, the Corporate Secretary
and other employees of the Company shall assist in the administration of the
Plan, and shall be authorized to prescribe the form or forms of instruments
evidencing elections, Options, Deferral Agreements, and any other instruments
required under the Plan and to change such forms from time to time.

              
(b) The Board, or a duly authorized committee thereof, may employ such
legal counsel, service providers, consultants and agents, including any
committee of the Board, and any officer or employee of the Company as it may
deem desirable for the administration of the Plan and may rely upon any opinion
received from any such counsel, service provider, or consultant and any
computation received from any such service provider, consultant, or agent. The
Board, any duly authorized committee thereof, the members of the Board and
employees of the Company designated hereunder shall not be liable for any action
or determination made in good faith with respect to the Plan. To the maximum
extent permitted by applicable law and the Company's Certificate of
Incorporation and By-Laws, the Board, any duly authorized committee thereof, the
members of the Board, and employees of the Company designated hereunder shall be
indemnified and held harmless by the Company against any cost or expense
(including counsel fees) or liability (including any sum paid in settlement of a
claim with the approval of the Company) arising out of any act or omission to
act in connection with the Plan unless arising out of such person's own fraud or
bad faith. Such indemnification shall be in addition to any rights of
indemnification the person may have as a director, officer or employee or under
the Certificate of Incorporation and the By-Laws of the Company and any
indemnification agreement between the Company and such person. Expenses incurred
by the Board or the Administrator in the engagement of any such counsel, service
provider, consultant or agent shall be paid by the Company.

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(c) All determinations by the Board, or a duly
authorized committee thereof, with respect to the administration of the Plan
shall be in the sole discretion of the Board, or a duly authorized committee
thereof, based on the Plan document and other relevant documents, and all such
determinations shall be final and binding upon all interested parties, including
the Participant, his or her executor, administrator or other personal
representative or Beneficiary, and the Company.

    
5.3 Costs and
Expenses. All costs and expenses involved
in administering the Plan shall be borne by the Company. 

ARTICLE VI 

SHARES; ADJUSTMENT UPON CERTAIN EVENTS


    
6.1 Shares
Reserved. Shares of Stock which may be
issued under the Plan may be either authorized and unissued shares or issued
shares which have been acquired by the Company, provided that the total amount
of Stock which may be issued under the Plan, including the number of shares of
Stock with respect to which Options may be granted and the number of Stock Units
allocated under the Plan, shall not exceed 500,000 shares, subject to adjustment
as provided herein. If any Option granted under the Plan shall be terminated for
any reason without having been exercised, the Shares subject to, but not
delivered under, such Option shall again be available for issuance under the
Plan.

    
6.2 Adjustments Upon Certain
Events. 

              
(a)  Capital Structure. The existence of the Plan and any of its provisions shall
not affect in any way the right or power of the Board or the shareholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or its business, any merger or
consolidation of the Company, any issue of bonds, debentures, preferred or prior
preference stocks ahead of or affecting the Stock, or any other corporate act or
proceeding.

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               (b) Adjustments. In the
event of (i) any such change in the capital structure or business of the Company
by reason of any stock dividend or distribution, stock split or reverse stock
split, recapitalization, reorganization, merger, consolidation, split-up,
combination or exchange of shares, distribution with respect to its outstanding
Stock or capital stock other than Stock, sale or transfer of all or part of its
assets or business, reclassification of its capital stock, or any similar change
affecting the Company's capital structure or business and (ii) the Board
determines an adjustment is appropriate under the Plan, then the aggregate
number and kind of shares which thereafter may be issued under this Plan, the
number and kind of shares to be issued upon exercise of an outstanding Option
granted under this Plan and the purchase price thereof, and the number of Stock
Units held in the Deferred Stock Unit Account shall be appropriately adjusted
consistent with such change in such manner as the Board may deem equitable to
prevent substantial dilution or enlargement of the rights granted to, or
available for, Participants under the Plan or as otherwise necessary to reflect
the change, and any such adjustment determined by the Board shall be binding and
conclusive on the Company and all Participants and employees and their
respective heirs, executors, administrators, successors and assigns. 

               (c) Fractional Shares.
Fractional shares of Stock resulting from any adjustment pursuant to Section
6.2(b) shall be eliminated by rounding-down for fractions less than one-half (1⁄2)
and rounding-up for fractions equal to or greater than one-half (1⁄2). With
respect to adjustments upon certain events as provided under Section 6.2, no
cash settlements shall be made with respect to fractional shares eliminated
hereunder by rounding. Notice of any adjustment shall be given by the Board to
each Participant whose Option or Deferred Stock Unit Account has been adjusted
and such adjustment (whether or not such notice is given) shall be effective and
binding for all purposes of the Plan. 

               (d) Acquisition Events. If
the Company shall not be the surviving corporation in any merger or
consolidation, or if the Company is to be dissolved or liquidated, then, unless
the surviving corporation assumes the Options or substitutes new stock options
which are determined by the Board in its sole discretion to be substantially
similar in nature and equivalent in terms and value for Options then
outstanding, upon the effective date of such merger, consolidation, liquidation
or dissolution, any unexercised Options shall expire without additional
compensation to the holder thereof; provided, that the Board, or a duly
authorized committee thereof, or the Secretary of the Company at the request of
the Board shall deliver notice to each Nonemployee Director at least twenty days
prior to the date of consummation of such merger, consolidation, dissolution or
liquidation which would result in the expiration of the Options and during the
period from the date on which such notice of termination is delivered to the
consummation of the merger, consolidation, dissolution or liquidation, such
Nonemployee Director shall have the right to exercise in full effective as of
such consummation all Options that are then outstanding (without regard to
limitations on exercise otherwise contained in the Options and whether or not
such Options are then vested) but contingent on occurrence of the merger,
consolidation, dissolution or liquidation, and, provided that, if the
contemplated transaction does not take place within a ninety-day period after
giving such notice for any reason whatsoever, the notice, accelerated vesting
and exercise shall be null and void and, if and when appropriate, new notice
shall be given as aforesaid.

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ARTICLE VII 

STOCK OPTION GRANTS 

     7.1
Stock Option Grants.

               (a)
Each Nonemployee Director on the first business day of a fiscal year of the
Company beginning with the 2002 fiscal year shall automatically be granted on
such a day an Option to purchase that number of shares of Stock having a market
value of $50,000 on the Date of Grant. Such market value shall be determined by
dividing $50,000 by the Fair Market Value on the Date of Grant. With respect to
the 2002 fiscal year, any Nonemployee Director who receives a stock option grant
under the Directors Stock Option Plan for such fiscal year shall not receive an
Option under the Plan for such fiscal year. 

               (b) Beginning with the 2005 fiscal year, each Nonemployee
Director initially elected to the Board subsequent to the first business day of
the fiscal year shall automatically be granted an Option on the date he or she
first attends a meeting of the Board of Directors in the fiscal year of his or
her initial election to the Board to purchase that number of shares of Stock
having a market value of $50,000 on the Date of Grant. Such market value shall
be determined by dividing $50,000 by the Fair Market Value on the Date of
Grant.

               (c) In no event shall any Nonemployee Director receive more
than one Option under the Plan in any fiscal year.

     7.2 Nonqualified Options. The Options
granted will be nonqualified stock options not intended to qualify under Section
422 of the Code and shall have the following terms and conditions: 

               (a)
Price. The purchase price per share deliverable upon the exercise of each
Option shall be 100 percent of the Fair Market Value per Share on the date the
Option is granted.

               (b)
Payment. Shares of Stock purchased pursuant to the exercise of the Option shall
be paid for at the time of exercise as follows: (i) in cash, including a
cashless exercise through a broker, (ii) by payment in full or part in the form
of shares of Stock owned by the Participant for a period of at least six months
(or such other period necessary to avoid a charge against the Company's
earnings), provided that such shares are held free and clear of any liens and
encumbrances, based on the Fair Market Value on the exercise date; or (iii) on
such other terms and conditions as may be acceptable to the Board of
Directors.

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(c) Exercisability and Term of
Options. Options granted for the 2002
fiscal year shall become exercisable in three substantially equal installments
commencing on the first annual anniversary of the Date of Grant, provided that
the holder of such Option is a Nonemployee Director on each such anniversary.
For Options granted beginning with the 2003 fiscal year, Options shall fully
vest one year following the Date of Grant, provided that the holder of such
Option is a Nonemployee Director on such date. Options shall be exercisable
until the earlier of ten years from the Date of Grant or the expiration of the
one-year period following the date of Termination as provided in Section 7.2(d). 

              
(d) Termination of Service as a
Nonemployee Director. Upon Termination,
all outstanding Options held by such Participant, to the extent then
exercisable, shall be exercisable in whole or in part for a period of one year
from the date of Termination. If a Nonemployee Director's Termination is by
reason of death, all Options, to the extent exercisable, shall remain
exercisable by the Nonemployee Director's estate or by the person given
authority to exercise such Options by his or her will or by operation of law,
for a period of one year following the Nonemployee Director's date of death. In
no event, however, shall any Option be exercisable beyond ten years from its
Date of Grant.

              
(e) Nontransferability of
Options. No Option may be assigned,
alienated, pledged, attached, sold or otherwise Transferred or encumbered by a
Participant other than by will or the laws of descent and distribution, and
during the lifetime of the Participant to whom an Option is granted, it may be
exercised only by the Participant or by the Participant's guardian or legal
representative.

    
7.3 Option
Agreement. Each Option granted hereunder
shall be evidenced by an Option Agreement with the Company that shall contain
the terms and provisions set forth herein and shall otherwise be consistent with
the provisions of the Plan. 

    
7.4 No Rights of
Shareholders. Neither a Participant nor a
Participant's legal representative shall be, or have any of the rights and
privileges of, a shareholder of the Company with respect to any shares of Stock
covered by any Options granted unless and until the shares have been issued and
the Participant shall have become the beneficial owner of the shares, and no
adjustments shall be made for dividends in cash or other property, distributions
or other rights in respect of any such shares, except as otherwise provided
herein.

     7.5
Change in Control. Notwithstanding any other provision of the Plan to the
contrary, if, while any Options remain outstanding under the Plan, a "Change in
Control" of the Company (as defined below) shall occur, all Options granted
under the Plan that are outstanding at the time of such Change in Control shall
become immediately exercisable in full, without regard to the years that have
elapsed from the Date of Grant.

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For purposes of this Section 7.5, a Change
in Control of the Company shall occur upon the happening of the earliest to
occur of the following:

          (1) (i) the merger or consolidation of the Company with, or
the sale or disposition of all or Substantially All of the Assets of the Company
to, any person or entity or group of associated persons or entities (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934
(the “Exchange Act”)) (a “Person”) other than (a) a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving or
parent entity) fifty percent (50%) or more of the combined voting power of the
voting securities of the Company or such surviving or parent entity outstanding
immediately after such merger or consolidation; or (b) a merger or
capitalization effected to implement a recapitalization of the Company (or
similar transaction) in which no Person is or becomes the beneficial owner,
directly or indirectly (as determined under Rule 13d-3 promulgated under the
Exchange Act), of securities representing more than the amounts set forth in (B)
below; (ii) the acquisition of direct or indirect beneficial ownership (as
determined under Rule 13d-3 promulgated under the Exchange Act), in the
aggregate, of securities of the Company representing thirty-five percent (35%)
or more of the total combined voting power of the Company’s then issued and
outstanding voting securities by any Person (other than the Company or any of
its subsidiaries, any trustee or other fiduciary holding securities under any
employee benefit plan of the Company, or any company owned, directly or
indirectly, by the shareholders of the Company in substantially the same
proportions as their ownership of Common Stock of the Company) acting in
concert; or 

          (2) during any period of not more than twelve (12) months,
individuals who at the beginning of such period constitute the Board, and any
new director whose election by the Board or nomination for election by the
Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved,
cease for any reason to constitute at least a majority thereof.

ARTICLE VIII 

PAYMENT OF ANNUAL RETAINER IN STOCK


    
8.1 Mandatory
Portion. For each calendar year
commencing with the calendar year beginning January 1, 2002, each Nonemployee
Director who is a director of the Company on or before the date of an annual
meeting of shareholders in any calendar year shall receive a whole number of
shares of Stock equal in value to 50 percent of his or her Annual Retainer
payable for services as a director during such calendar year in lieu of payment
of such percentage of such director's Annual Retainer in cash. Such shares shall
be issued to each such Nonemployee Director on the Stock Payment Date. Each such
share of Stock shall be valued at the Fair Market Value on the last business day
preceding the Stock Payment Date. Notwithstanding any other provision herein,
the value of fractional shares shall be paid to the Nonemployee Director in
cash.

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     8.2
Elective Portion. For each calendar year commencing with the calendar year
beginning January 1, 2002, each person who will be a Nonemployee Director on
January 1 of such year may elect to receive, in addition to the mandatory stock
portion of his or her Annual Retainer provided under Section 8.1, a whole number
of shares of Stock equal in value (based on the Fair Market Value on the Stock
Payment Date) of up to the remaining 50 percent of his or her Annual Retainer in
lieu of payment of such percentage in cash so that, if such election is
exercised in full, 100 percent of his or her Annual Retainer would be paid in
shares of Stock. Such election may be made in incremental amounts of five
percent of the total Annual Retainer. Such shares shall be delivered to each
Nonemployee Director on the Stock Payment Date. Notwithstanding any other
provision herein, the value of fractional shares shall be paid to the
Nonemployee Director in cash. Any such election shall be irrevocable and shall
be made in writing no later than December 31 of the year preceding such year.
Any such elections made by Nonemployee Directors under any prior plan of the
Company for the calendar year beginning January 1, 2002 shall remain in effect
under the Plan. 

ARTICLE IX 

DEFERRAL OF ANNUAL RETAINER 

     9.1 Deferral
Election. During the term of the Plan, a Nonemployee Director may elect to defer
all or any specified portion of the cash component of his or her Annual Retainer
in the form of Deferred Stock Units or to have such amounts placed in an
Interest Account. During the term of the Plan, a Nonemployee Director may also
elect to defer all or part of the stock component of his or her Annual Retainer
in the form of Deferred Stock Units. A Nonemployee Director's election to defer
his or her Annual Retainer hereunder pursuant to a Deferral Agreement is
irrevocable and is valid only for the Plan Year following the election. If no
new Deferral Agreement is timely executed and delivered with respect to any
subsequent Plan Year, the Annual Retainer earned in such Plan Year shall not be
deferred under the Plan. Once a Participant designates the allocation of his or
her Deferred Annual Retainer, the Participant may not change the allocation.


     9.2 Timing and Manner of Deferral. Any election to defer all
or a portion of the Annual Retainer, as provided in this Article IX, shall be
made by the Participant in writing on a Deferral Agreement and provided to the
Secretary of the Company on or before the December 31 preceding the Plan Year in
which the Annual Retainer is earned, and shall apply on a pro rata basis with
respect to the entire amount of the Annual Retainer earned for such Plan Year,
whenever payable. Any such election made by December 31 shall become effective
on the following January 1.

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     9.3
Book Entry of Deferred
Fees. The amount of the Annual Retainer
that is deferred shall be credited as a book entry to an Account in the name of
the Participant not later than the date such amount would otherwise be payable
to the Participant. 

    
9.4 Vesting.

              
(a) Interest
Account. A Participant's Interest Account
shall be fully vested at all times. Each Interest Account shall be the record of
the cash amounts of the Annual Retainer deferred by the Participant, together
with interest thereon, is maintained solely for accounting purposes, and shall
not require a segregation of any Company assets.

              
(b) Deferred Stock
Units. A Participant's Deferred Stock
Unit Account shall be fully vested at all times.

    
9.5 Deferred Stock
Units.

              
(a) Number. The number of Deferred Stock Units to be granted in
connection with an election pursuant to Section 9.1 shall equal the portion of
the Annual Retainer being deferred into Stock Units divided by the Fair Market
Value on the scheduled payment date of the amount deferred or, in the case of
the stock portion of the Annual Retainer, the Stock Payment Date.

              
(b) Deferred Stock Unit
Account. A Deferred Stock Unit Account
shall be established and maintained by the Company for each Participant who
elects to defer his or her Annual Retainer in the form of Deferred Stock Units
under the Plan. As the value of each Deferred Stock Unit changes pursuant to
Section 9.5, the Participant's Deferred Stock Unit Account shall be adjusted
accordingly. Each Deferred Stock Unit Account shall be the record of the
Deferred Stock Units acquired by the Participant on each applicable acquisition
date, is maintained solely for accounting purposes, and shall not require a
segregation of any Company assets.

              
(c) Value. Each Deferred Stock Unit shall have an initial value that is
equal to the Fair Market Value determined in accordance with Section 9.5(a).

Subsequent to such date of acquisition,
the value of each Deferred Stock Unit shall change in direct relationship to
changes in the value of a share of Stock as determined pursuant to a
Valuation.

              
(d) Dividend
Equivalents. In the event the Company
pays dividends on the Stock, dividend equivalents shall be earned on Deferred
Stock Units acquired under the Plan. Such dividend equivalents shall be
converted into an equivalent amount of Deferred Stock Units based upon the
Valuation of a Deferred Stock Unit on the date the dividend equivalents are
converted into Deferred Stock Units. The converted Deferred Stock Units will be
fully vested upon conversion. 

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(e) Amount of
Payout. Subject to Section 9.6(b), the
payout of the amount in the Participant's Deferred Stock Unit Account shall be
made in a lump sum in Stock. The number of shares of Stock to be so distributed
to the Participant shall equal the number of Stock Units then in his or her
Deferred Stock Unit Account.

    
9.6 Distribution.

              
(a) Upon the first business day of the month coincident with or next
following the end of the Deferral Period (or as soon as administratively
feasible thereafter), the Participant shall receive a cash lump sum distribution
equal to any balance of the deferred Annual Retainer allocated to his or her
Interest Account, as calculated on the Valuation Date, plus a distribution in
shares of Stock equal to the value of the balance of the deferred Annual
Retainer allocated to his or her Deferred Stock Unit Account, based on the Fair
Market Value on the Valuation Date.

              
(b) The Participant may elect to receive the distribution from his or her
Account as provided above in up to three annual installments, beginning on the
Distribution Date (or as soon as administratively feasible thereafter). The
amount of each installment payment, including the number of shares to be
distributed with respect to the Deferred Stock Unit Account, shall be frozen as
of the Distribution Date of the first installment payment, so that the
Participant's balance in his or her Account shall not be subject to increase or
decrease.

    
9.7 Death. If a Participant dies prior to receiving the total amount of
his or her Account, the unpaid portion of his or her Account shall be paid to
the Participant's Beneficiary upon the first business day of the month
coincident with or next following the Participant's death (or as soon as
administratively feasible thereafter). If the Administrator is in doubt as to
the right of any person to receive any amount, the Administrator may retain such
amount, without liability for any interest thereon, until the rights thereto are
determined, or the Administrator may pay such amount into any court of
appropriate jurisdiction, and such payment shall be a complete discharge of the
liability of the Plan, the Administrator and the Company therefor. 

    
9.8 No Transfer of Deferred Annual
Retainer. A Participant shall have no
right to transfer all or any portion of his or her Deferred Annual Retainer
between the Interest Account and the Deferred Stock Unit Account. 

     9.9 Employee Directors. If
a Participant becomes an employee of the Company but remains a director, he or
she may not make any future deferrals under the Plan and the Participant's
Deferral Agreement shall terminate. Amounts already deferred under the Plan
shall continue to be deferred until the end of such Participant's Deferral
Period. 

    
9.10 Plan Provisions
Control. A Participant shall not be
entitled to, and the Company shall not be obligated to pay to such Participant,
the whole or any part of the amounts deferred under the Plan, except as provided
in the Plan.

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     9.11 Cessation of Future Deferrals. The Board may direct at
any time that Participants shall no longer be permitted to make future deferrals
of Annual Retainer Fees under the Plan.

ARTICLE X 

MISCELLANEOUS 

    
10.1 Rights of Participants; No
Funding Obligation. Nothing contained in
the Plan and no action taken pursuant to the Plan shall create or be construed
to create a trust of any kind, or a fiduciary relationship, among the Company,
the Administrator and any Participant, the executor, administrator or other
personal representative or Beneficiary of such Participant, or any other
persons. Funds allocated to a Deferred Stock Unit Account or an Interest Account
established by the Company in connection with the Plan shall continue to be a
part of the general funds of the Company, and no individual or entity other than
the Company shall have any interest in such funds until paid to a Participant,
his or her executor, administrator or other personal representative or
Beneficiary. If and to the extent that any Participant or his or her executor,
administrator, or other personal representative or Beneficiary, as the case may
be, acquires a right to receive any payment from the Company pursuant to the
Plan, such right shall be no greater than the right of an unsecured general
creditor of the Company. The Company may, in its sole discretion, establish a
"rabbi trust" to pay amounts payable hereunder. If the Company decides to
establish any accrued reserve on its books against the future expense of
benefits payable hereunder, or if the Company establishes a rabbi trust under
this Plan, such reserve or trust shall not under any circumstances be deemed to
be an asset of the Plan. 

    
10.2 Nontransferability of Rights
Under the Plan. No amounts payable or
other rights under the Plan shall be sold, Transferred, assigned, pledged or
otherwise disposed of or encumbered by a Participant, except as provided herein.


    
10.3 Minors and
Incompetents.

              
(a) In the event that the Administrator determines that a Participant is
unable to care for his or her affairs because of illness or accident, then
benefits payable hereunder, unless a claim has been made therefor by a duly
appointed guardian, committee, or other legal representative, may be paid in
such manner as the Administrator shall determine, and the application thereof
shall be a complete discharge of all liability for any payments or benefits to
which such Participant was or would have been otherwise entitled under the Plan.


              
(b) Any payments to a minor from this Plan may be paid by the
Administrator in its sole and absolute discretion directly to such minor; to the
legal or natural guardian of such minor; or to any other person, whether or not
the appointed guardian of the minor, who shall have the care and custody of such
minor. The receipt by such individual shall be a complete discharge of all
liability under the Plan therefor. 

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     10.4
Shareholder Rights. No Participant shall have any rights as a shareholder of the
Company with respect to a Deferred Stock Unit Account, except the right to have
dividends paid on the Stock, if any, credited to his or her Deferred Stock Unit
Account and adjustment made to the hypothetical shares of Stock under Section
6.2. 

    
10.5 No Rights of Continued
Directorship. Nothing in the Plan or
other document describing or referring to the Plan shall be deemed to impose any
obligations on the Company to retain any Participant as a director or impose any
obligation on the part of any Participant to remain as a director of the
Company. The Plan is not an agreement of employment and it shall not grant a
Participant any rights of employment. 

     10.6 Plan Amendment, Discontinuance or
Termination. The Board may at any time and from time to time alter, amend,
suspend, or terminate the Plan in whole or in part; provided, however, no
amendment which requires shareholder approval under applicable New York law
shall be effective unless the same shall be approved by the requisite vote of
the shareholders of the Company. Except as set forth above, no amendment to or
discontinuance or termination of the Plan shall, without the written consent of
the Participant, adversely affect any rights of such Participant with respect to
amounts previously credited to the Participant under the Plan.

    
10.7 Notices. Each Participant shall be responsible for furnishing the
Administrator with the current and proper address for the mailing of notices and
the delivery of agreements and payments to him or her. Any notice required or
permitted to be given shall be deemed given if directed to the person to whom
addressed at such address and mailed by regular United States mail, first-class
and prepaid. If any item mailed to such address is returned as undeliverable to
the addressee, mailing will be suspended until the Participant furnishes the
proper address. 

    
10.8 Severability. If any provision of
the Plan shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions hereof, and the Plan
shall be construed and enforced as if such provisions had not been included.


    
10.9 Entire
Agreement. The Plan, along with the
Participant's elections and Option Agreements, constitutes the entire agreement
between the Company and the Participant pertaining to the subject matter herein
and supersedes any other plan or agreement, whether written or oral, pertaining
to the subject matter herein. No agreements or representations, other than as
set forth herein or in such elections or Option Agreements, have been made by
the Company with respect to the subject matter herein. 

    
10.10 Headings and
Captions. The headings and captions
herein are provided for reference and convenience only, shall not be considered
part of the Plan, and shall not be employed in the construction of the Plan.


    
10.11 Gender and
Number. Wherever used in this Plan, the
masculine shall be deemed to include the feminine and the singular shall be
deemed to include the plural, unless the context clearly indicates otherwise.


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     10.12 Governing Law. This Plan shall be
construed and enforced according to the laws of the State of New York without
giving effect to its conflicts of laws principles. 

     10.13
Section 409A of the Code. The Plan is intended to comply with the applicable
requirements of Section 409A of the Code and shall be limited, construed and
interpreted in accordance with such intent.

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