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                                                                    Exhibit 10.2


                           Form of Global Stock and Incentive
                           Compensation Plan

                           Hewitt Associates, Inc.

                           Effective June _____, 2002

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Contents

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Article 1.  Establishment, Purpose, and Duration

Article 2.  Definitions

Article 3.  Administration

Article 4.  Shares Subject to the Plan and Maximum Awards

Article 5.  Eligibility and Participation

Article 6.  Stock Options

Article 7.  Stock Appreciation Rights

Article 8.  Restricted Stock and Restricted Stock Units

Article 9.  Performance Units/Performance Shares

Article 10. Cash-Based Awards

Article 11. Performance Measures

Article 12. Annual Management Incentive Awards

Article 13. Beneficiary Designation

Article 14. Deferrals

Article 15. Rights of Employees/Directors

Article 16. Change in Control

Article 17. Amendment, Modification, Suspension, and Termination

Article 18. Withholding

Article 19. Indemnification

Article 20. Successors

Article 21. General Provisions

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Hewitt Associates, Inc.
Global Stock and Incentive Compensation Plan

Article 1. Establishment, Purpose, and Duration

     1.1 Establishment. Hewitt Associates, Inc., a Delaware corporation
(hereinafter referred to as the "Company"), establishes an incentive
compensation plan to be known as the Global Stock and Incentive Compensation
Plan (hereinafter referred to as the "Plan"), as set forth in this document.

     The Plan permits the grant of Annual Management Incentive Awards,
Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights
("SARs"), Restricted Stock, Restricted Stock Units, Performance Shares,
Performance Units, and Cash-Based Awards.

     The Plan shall become effective as of June _____, 2002 (the "Effective
Date") and shall remain in effect as provided in Section 1.3 hereof.

     1.2 Purpose of the Plan. The purpose of the Plan is to promote the
long-term interests of the Company and its stockholders by strengthening the
Company's ability to attract, motivate, and retain Employees and Directors of
the Company upon whose judgment, initiative, and efforts the financial success
and growth of the business of the Company largely depend, and to provide an
additional incentive for such individuals through stock ownership and other
rights that promote and recognize the financial success and growth of the
Company and create value for stockholders.

     1.3 Duration of the Plan. The Plan shall commence as of the Effective Date,
as described in Section 1.1 hereof, and shall remain in effect, subject to the
right of the Board of Directors to amend or terminate the Plan at any time
pursuant to Article 17 hereof, until all Shares subject to it shall have been
purchased or acquired according to the Plan's provisions.

Article 2. Definitions

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

     2.1  "Affiliate" shall have the meaning ascribed to such term in Rule 12b-2
          of the General Rules and Regulations of the Exchange Act.

     2.2  "Annual Management Incentive Award" means an Award granted to a
          Participant as described in Article 12 herein.

     2.3  "Award" means, individually or collectively, a grant under this Plan
          of Annual Management Incentive Awards, Nonqualified Stock Options,
          Incentive Stock Options, Stock Appreciation Rights, Restricted Stock,
          Restricted Stock Units, Performance Shares, Performance Units, or
          Cash-Based Awards.

     2.4  "Award Agreement" means either (i) an agreement entered into by the
          Company and each Participant setting forth the terms and provisions
          applicable to Awards granted

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     under this Plan, or (ii) a statement issued by the Company to a Participant
     describing the terms and provisions of such Award.


     2.5  "Beneficial Owner" or "Beneficial Ownership" shall have the meaning
          ascribed to such term in Rule 13d-3 of the General Rules and
          Regulations under the Exchange Act.

     2.6  "Board" or "Board of Directors" means the Board of Directors of the
          Company.

     2.7  "Cash-Based Award" means an Award granted to a Participant as
          described in Article 10 herein.

     2.8  "Change in Control" shall occur if any of the following events occur:

          (a)  The acquisition by any individual, entity, or group of Beneficial
               Ownership of thirty percent (30%) or more of the combined voting
               power of the Company's then outstanding securities with respect
               to the election of Directors of the Company;

          (b)  The consummation of a reorganization, merger, or consolidation of
               the Company or sale or other disposition of all or substantially
               all of the assets of the Company (a "Corporate Transaction");
               excluding, however, a Corporate Transaction pursuant to which all
               or substantially all of the individuals or entities who are the
               Beneficial Owners of the Company immediately prior to the
               Corporate Transaction will beneficially own, directly or
               indirectly, more than sixty percent (60%) of the outstanding
               shares of common stock of the resulting entity and of the
               combined voting power of the outstanding securities entitled to
               vote for the election of directors of such entity; or

          (c)  Individuals who, as of the Effective Date, constitute the Board
               (the "Incumbent Board") cease for any reason to constitute at
               least a majority of such Board; provided, that any individual who
               becomes a Director of the Company subsequent to the Effective
               Date, whose election, or nomination for election by the Company's
               stockholders, was approved by the vote of at least a majority of
               the Directors then comprising the Incumbent Board shall be deemed
               a member of the Incumbent Board; and provided further, that any
               individual who was initially elected as a Director of the Company
               as a result of an actual or threatened election contest, as such
               terms are used in Rule 14a-11 of Regulation 14A promulgated under
               the Exchange Act, or any other actual or threatened solicitation
               of proxies or consents by or on behalf of any Person other than
               the Board shall not be deemed a member of the Incumbent Board.

     2.9  "Code" means the U.S. Internal Revenue Code of 1986, as amended from
          time to time.

     2.10 "Committee" means any Committee appointed by the Board to administer
          Awards to Participants, as specified in Article 3 herein.

     2.11 "Company" means Hewitt Associates, Inc., a Delaware corporation, and
          any successor thereto as provided in Article 20 herein.

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     2.12 "Covered Employee" means a Participant who is a "covered employee," as
          defined in Code Section 162(m) and the regulations promulgated under
          Code Section 162(m), or any successor statute.

     2.13 "Director" means any individual who is a member of the Board of
          Directors of the Company; provided, however, that such Director is not
          an Employee of the Company.

     2.14 "Employee" means any Employee of the Company, its Affiliates and/or
          Subsidiaries.

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

     2.16 "Fair Market Value" means, with respect to a Share as of a given date,
          the closing sales price of the Share on the New York Stock Exchange on
          the date in question or, if no sales of Shares were made on said
          exchange on such date, on the next preceding day on which sales were
          made on such exchange.

     2.17 "Fiscal Year" means the year commencing on October 1 and ending
          September 30, or other time period as approved by the Board.

     2.18 "Freestanding SAR" means an SAR that is granted independently of any
          Options, as described in Article 7 herein.

     2.19 "Incentive Stock Option" or "ISO" means an Option to purchase Shares
          granted under Article 6 herein and that is designated as an Incentive
          Stock Option and that is intended to meet the requirements of Code
          Section 422, or any successor provision.

     2.20 "Insider" shall mean an individual who is, on the relevant date, an
          officer, Director, or more than ten percent (10%) Beneficial Owner of
          any class of the Company's equity securities that is registered
          pursuant to Section 12 of the Exchange Act, as determined by the Board
          in accordance with Section 16 of the Exchange Act.

     2.21 "Nonqualified Stock Option" or "NQSO" means an Option that is not
          intended to meet the requirements of Code Section 422, or that
          otherwise does not meet such requirements.

     2.22 "Option" means an Incentive Stock Option or a Nonqualified Stock
          Option, as described in Article 6 herein.

     2.23 "Option Price" means the price at which a Share may be purchased by a
          Participant pursuant to an Option.

     2.24 "Participant" means an Employee or Director who has been selected to
          receive an Award or who has an outstanding Award granted under the
          Plan.

     2.25 "Performance-Based Compensation" means the Award is qualified as
          Performance-Based Compensation under Code Section 162(m).



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     2.26 "Performance Measures" means measures as described in Article 11, the
          attainment of which may determine the degree of payout and/or vesting
          with respect to Awards to Covered Employees that are designated to
          qualify as Performance-Based Compensation.

     2.27 "Performance Period" means the period of time during which the
          performance goals must be met in order to determine the degree of
          payout and/or vesting with respect to an Award.

     2.28 "Performance Share" means an Award granted to a Participant, as
          described in Article 9.

     2.29 "Performance Unit" means an Award granted to a Participant, as
          described in Article 9.

     2.30 "Period of Restriction" means the period when Restricted Stock or
          Restricted Stock Units are subject to a substantial risk of forfeiture
          (based on the passage of time, the achievement of performance goals,
          or upon the occurrence of other events as determined by the Board, at
          its discretion), as provided in Article 8 herein.

     2.31 "Person" shall have the meaning ascribed to such term in Section
          3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
          thereof, including a "group" as defined in Section 13(d) thereof.

     2.32 "Restricted Stock" means an Award granted to a Participant pursuant to
          Article 8 herein.

     2.33 "Restricted Stock Unit" means an Award granted to a Participant
          pursuant to Article 8 herein.

     2.34 "Shares" means the Class A common stock of the Company, $.01 par value
          per share.

     2.35 "Stock Appreciation Right" or "SAR" means an Award, designated as an
          SAR, pursuant to the terms of Article 7 herein.

     2.36 "Subsidiary" means any corporation, partnership, joint venture,
          limited liability company, or other entity (other than the Company) in
          an unbroken chain of entities beginning with the Company if, at the
          time of the granting of an Award, each of the entities other than the
          last entity in the unbroken chain owns at least twenty percent (20%)
          of the total combined voting power in one of the other entities in
          such chain.

Article 3. Administration

      3.1 General. The Board shall be responsible for administering the Plan.
The Board may employ attorneys, consultants, accountants, and other persons, and
the Board, the Company, and its officers and Directors shall be entitled to rely
upon the advice, opinions, or valuations of any such persons. All actions taken
and all interpretations and determinations made by the Board in good faith shall
be final and binding upon the Participants, the Company, and all other
interested persons.

      3.2 Authority of the Board. The Board shall have full and exclusive
discretionary power to interpret the Plan and to determine eligibility for
Awards and to adopt such rules, regulations, and


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guidelines for administering the Plan as the Board may deem necessary or proper.
Such authority shall include, but not be limited to, selecting Award recipients,
establishing all Award terms and conditions and, subject to Article 17, adopting
modifications and amendments to the Plan or any Award Agreement, including
without limitation, any that are necessary to comply with the laws of the
countries in which the Company, its Affiliates, and/or its Subsidiaries operate.


      3.3 Delegation. The Board may delegate to a Committee any or all of the
administration of the Plan. The members of the Committee shall be appointed from
time to time by, and shall serve at the discretion of, the Board. To the extent
that the Board has delegated to the Committee any authority and responsibility
under the Plan, all applicable references to the Board in the Plan shall be to
the Committee. The Board may delegate to one or more of its members or to one or
more agents or advisors such nondiscretionary administrative duties as it may
deem advisable, and the Board or any person to whom it has delegated duties as
aforesaid may employ one or more persons to render advice with respect to any
responsibility the Board or such person may have under the Plan. The Board may,
by resolution, authorize one or more officers of the Company to do one or both
of the following: (a) designate officers and Employees of the Company, its
Affiliates, and/or its Subsidiaries to be recipients of Awards; and (b)
determine the size of the Award; provided, however, that the resolution
providing such authorization sets forth the total number of Awards such officer
or officers may grant.

Article 4. Shares Subject to the Plan and Maximum Awards

      4.1 Number of Shares Available for Awards. Subject to adjustment as
provided in Section 4.2 herein, the number of Shares hereby reserved for
issuance to Participants under the Plan shall be twenty-five million
(25,000,000). All of the reserved Shares may be used as ISOs. Any Shares of
common stock related to Awards which terminate by expiration, forfeiture,
cancellation, or otherwise without the issuance of such Shares, are settled in
cash in lieu of common stock, or are exchanged with the Board's permission for
Awards not involving common stock, shall be available again for grant under the
Plan. Moreover, if the Option Price of any Option granted under the Plan or the
tax withholding requirements with respect to any Award granted under the Plan
are satisfied by tendering Shares of common stock to the Company (by either
actual delivery or by attestation), only the number of Shares of common stock
issued net of the Shares of common stock tendered will be deemed delivered for
purposes of determining the maximum number of Shares of common stock available
for delivery under the Plan. The maximum number of Shares available for issuance
under the Plan shall not be reduced to reflect any dividends or dividend
equivalents that are reinvested into additional Shares of common stock or
credited as additional Restricted Stock, Restricted Stock Units, or Performance
Shares. In addition, the Board, in its discretion, may establish any other
appropriate methodology for calculating the number of Shares issued pursuant to
the Plan. The Shares of common stock available for issuance under the Plan may
be authorized and unissued Shares or treasury Shares.

      Unless and until the Board determines that an Award to a Covered Employee
shall not be designed to qualify as Performance-Based Compensation, the
following limits ("Award Limits") shall apply to grants of such Awards under the
Plan:

          (a)  Options: The maximum aggregate number of Shares that may be
               granted in the form of Options, pursuant to any Award granted in
               any one Fiscal Year to any one Participant shall be one million
               (1,000,000).



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          (b)  SARs: The maximum number of Shares that may be granted in the
               form of Stock Appreciation Rights, pursuant to any Award granted
               in any one Fiscal Year to any one Participant shall be five
               hundred thousand (500,000).

          (c)  Restricted Stock/Restricted Stock Units: The maximum aggregate
               grant with respect to Awards of Restricted Stock/Restricted Stock
               Units granted in any one Fiscal Year to any one Participant shall
               be five hundred thousand (500,000).

          (d)  Performance Units/Performance Shares: The maximum aggregate Award
               of Performance Units or Performance Shares that a Participant may
               receive in any one Fiscal Year shall be five hundred thousand
               (500,000) Shares, or equal to the value of five hundred thousand
               (500,000) Shares determined as of the date of vesting or payout,
               as applicable.

          (e)  Cash-Based Awards: The maximum aggregate amount awarded or
               credited with respect to Cash-Based Awards to any one Participant
               in any one Fiscal Year may not exceed three million dollars
               ($3,000,000) determined as of the date of vesting or payout, as
               applicable.

          (f)  Annual Management Incentive Award. The maximum aggregate amount
               awarded or credited in any one Fiscal Year with respect to an
               Annual Management Incentive Award to a Participant who is a
               Covered Employee shall be determined in accordance with Article
               12. The maximum aggregate amount awarded or credited in any one
               Fiscal Year with respect to an Annual Management Incentive Award
               to a Participant who is not a Covered Employee shall be
               determined by the Board in its discretion.

     4.2 Adjustments in Authorized Shares. In the event of any corporate event
or transaction (including, but not limited to, a change in the Shares of the
Company or the capitalization of the Company) such as a merger, consolidation,
reorganization, recapitalization, separation, stock dividend, stock split,
reverse stock split, split up, spin-off, or other distribution of stock or
property of the Company, combination of shares, exchange of shares, dividend in
kind, or other like change in capital structure or distribution (other than
normal cash dividends) to stockholders of the Company, or any similar corporate
event or transaction, the Board, in its sole discretion, in order to prevent
dilution or enlargement of Participants' rights under the Plan, shall substitute
or adjust, in an equitable manner, as applicable, the number and kind of Shares
that may be issued under the Plan, the number and kind of Shares subject to
outstanding Awards, the Option Price applicable to outstanding Awards, the Award
Limits, and other value determinations applicable to outstanding Awards.

     Appropriate adjustments may also be made by the Board in the terms of any
Awards under the Plan to reflect such changes or distributions and to modify any
other terms of outstanding Awards on an equitable basis, including modifications
of performance goals and changes in the length of Performance Periods. The
determination of the Board as to the foregoing adjustments, if any, shall be
conclusive and binding on Participants under the Plan.

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     Subject to the provisions of Article 16, without affecting the number of
Shares reserved or available hereunder the Board may authorize the issuance or
assumption of benefits under this Plan in connection with any merger,
consolidation, acquisition of property or stock, or reorganization upon such
terms and conditions as it may deem appropriate.


Article 5. Eligibility and Participation

     5.1 Eligibility. Persons eligible to participate in this Plan include all
Employees and Directors.

     5.2 Actual Participation. Subject to the provisions of the Plan, the Board
may, from time to time, select from all eligible Employees and Directors, those
to whom Awards shall be granted and shall determine the nature and amount of
each Award.

Article 6. Stock Options

     6.1 Grant of Options. Subject to the terms and provisions of the Plan,
Options may be granted to Participants in such number, and upon such terms, and
at any time and from time to time as shall be determined by the Board, provided
that ISOs shall not be granted to Directors. In addition, ISOs may not be
granted following the ten-year anniversary of the Board's adoption of the Plan,
which is June _____, 2002.

     6.2 Award Agreement. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, the conditions upon which an
Option shall become vested and exercisable, and such other provisions as the
Board shall determine which are not inconsistent with the terms of the Plan. The
Award Agreement also shall specify whether the Option is intended to be an ISO
or an NQSO.

     6.3 Option Price. The Option Price for each grant of an Option under this
Plan shall be as determined by the Board; provided, however, the Option Price
shall not be less than one hundred percent (100%) of the Fair Market Value of
the Shares on the date the Option is granted. Notwithstanding the foregoing, for
Options granted to Participants outside the United States, the Board has the
authority to grant Options at a price that is less than the Fair Market Value of
the Shares on the date of grant.

     6.4 Duration of Options. Each Option granted to a Participant shall expire
at such time as the Board shall determine at the time of grant; provided,
however, no Option shall be exercisable later than the tenth (10th) anniversary
date of its grant. Notwithstanding the foregoing, for Options granted to
Participants outside the United States, the Board has the authority to grant
Options that have a term greater than ten years.

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

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

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     The Option Price upon exercise of any Option shall be payable to the
Company in full either: (a) in cash or its equivalent, (b) by tendering (either
by actual delivery or attestation) previously acquired Shares having an
aggregate Fair Market Value at the time of exercise equal to the total Option
Price (provided that the Shares that are tendered must have been held by the
Participant for at least six (6) months prior to their tender to satisfy the
Option Price or have been purchased on the open market), (c) by a combination of
(a) and (b), or (d) any other method approved by the Board in its sole
discretion at the time of grant and as set forth in the Award Agreement.

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

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

     Unless otherwise determined by the Board, all payments under all of the
methods indicated above shall be paid in United States dollars.

     6.7 Restrictions on Share Transferability. The Board may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option
granted under this Article 6 as it may deem advisable, including, without
limitation, restrictions under applicable federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares.

     6.8 Termination of Employment/Directorship. Each Participant's Award
Agreement shall set forth the extent to which the Participant shall have the
right to exercise the Option following termination of the Participant's
employment or directorship with the Company, its Affiliates, and/or its
Subsidiaries, as the case may be. Such provisions shall be determined in the
sole discretion of the Board, shall be included in the Award Agreement entered
into with each Participant, need not be uniform among all Options issued
pursuant to this Article 6, and may reflect distinctions based on the reasons
for termination.

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     6.9 Transferability of Options.

          (a)  Incentive Stock Options. No ISO granted under the Plan may be
               sold, transferred, pledged, assigned, or otherwise alienated or
               hypothecated, other than by will or by the laws of descent and
               distribution. Further, all ISOs granted to a Participant under
               this Article 6 shall be exercisable during his or her lifetime
               only by such Participant.

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

     6.10 Notification of Disqualifying Disposition. If any Participant shall
make any disposition of Shares issued pursuant to the exercise of an Incentive
Stock Option under the circumstances described in Section 421(b) of the Code
(relating to certain disqualifying dispositions), such Participant shall notify
the Company of such disposition within ten (10) days thereof.

Article 7. Stock Appreciation Rights

     7.1 Grant of SARs. Subject to the terms and conditions of the Plan,
Freestanding SARs may be granted to Participants at any time and from time to
time as shall be determined by the Board.

     Subject to the terms and conditions of the Plan, the Board shall have
complete discretion in determining the number of SARs granted to each
Participant and, consistent with the provisions of the Plan, in determining the
terms and conditions pertaining to such SARs.

     The grant price of a Freestanding SAR shall be no less than the Fair Market
Value of a Share on the date of grant of the SAR. Notwithstanding the foregoing,
for SARs granted to Participants outside the United States, the Board has the
authority to grant SARs at a price that is less than the Fair Market Value of a
Share on the date of grant.

     7.2 SAR Agreement. Each SAR Award shall be evidenced by an Award Agreement
that shall specify the grant price, the term of the SAR, and such other
provisions as the Board shall determine.

     7.3 Term of SARs. The term of an SAR granted under the Plan shall be
determined by the Board, in its sole discretion, and except as determined
otherwise by the Board and specified in the SAR Award Agreement, no SAR shall be
exercisable later than the tenth (10th) anniversary date of its grant.
Notwithstanding the foregoing, for SARs granted to Participants outside the
United States, the Board has the authority to grant SARs that have a term
greater than ten years.

     7.4 Exercise of Freestanding SARs. Freestanding SARs may be exercised upon
whatever terms and conditions the Board, in its sole discretion, imposes upon
them.

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     7.5 Payment of SAR Amount. Upon the exercise of an SAR, a Participant shall
be entitled to receive payment from the Company in an amount determined by
multiplying:

          (a)  The difference between the Fair Market Value of a Share on the
               date of exercise over the grant price; by

          (b)  The number of Shares with respect to which the SAR is exercised.

     At the discretion of the Board, the payment upon SAR exercise may be in
cash, in Shares of equivalent value, in some combination thereof, or in any
other manner approved by the Board at its sole discretion. The Board's
determination regarding the form of SAR payout shall be set forth in the Award
Agreement pertaining to the grant of the SAR.

     7.6 Termination of Employment/Directorship. Each Award Agreement shall set
forth the extent to which the Participant shall have the right to exercise the
SAR following termination of the Participant's employment or directorship with
the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such
provisions shall be determined in the sole discretion of the Board, shall be
included in the Award Agreement entered into with Participants, need not be
uniform among all SARs issued pursuant to the Plan, and may reflect distinctions
based on the reasons for termination.

     7.7 Nontransferability of SARs. Except as otherwise provided in a
Participant's Award Agreement, no SAR granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, except as
otherwise provided in a Participant's Award Agreement, all SARs granted to a
Participant under the Plan shall be exercisable during his or her lifetime only
by such Participant.

Article 8. Restricted Stock and Restricted Stock Units

     8.1 Grant of Restricted Stock/Units. Subject to the terms and provisions of
the Plan, the Board, at any time and from time to time, may grant Shares of
Restricted Stock and/or Restricted Stock Units to Participants in such amounts
as the Board shall determine. Restricted Stock Units shall be similar to
Restricted Stock except that no Shares are actually awarded to the Participant
on the date of grant.

     8.2 Restricted Stock/Unit Agreement. Each Restricted Stock and/or
Restricted Stock Unit grant shall be evidenced by an Award Agreement that shall
specify the Period(s) of Restriction, the number of Shares of Restricted Stock
or the number of Restricted Stock Units granted, and such other provisions as
the Board shall determine.

     8.3 Transferability. Except as provided in this Article 8, the Shares of
Restricted Stock and/or Restricted Stock Units granted herein may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until the
end of the applicable Period of Restriction established by the Board and
specified in the Award Agreement (and in the case of Restricted Stock Units
until the date of delivery or other payment), or upon earlier satisfaction of
any other conditions, as specified by the Board in its sole discretion and set
forth in the Award Agreement. All rights with respect to the Restricted Stock
and/or Restricted Stock Units granted to a Participant under the Plan shall be
available during his or her lifetime only to such Participant.

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     8.4 Other Restrictions. The Board shall impose such other conditions and/or
restrictions on any Shares of Restricted Stock or Restricted Stock Units granted
pursuant to the Plan as it may deem advisable including, without limitation, a
requirement that Participants pay a stipulated purchase price for each Share of
Restricted Stock or each Restricted Stock Unit, restrictions based upon the
achievement of specific performance goals, time-based restrictions on vesting
following the attainment of the performance goals, time-based restrictions,
and/or restrictions under applicable federal or state securities laws.

     To the extent deemed appropriate by the Board, the Company may retain the
certificates representing Shares of Restricted Stock in the Company's possession
until such time as all conditions and/or restrictions applicable to such Shares
have been satisfied or lapse.

     Except as otherwise provided in this Article 8, Shares of Restricted Stock
covered by each Restricted Stock Award shall become freely transferable by the
Participant after all conditions and restrictions applicable to such Shares have
been satisfied or lapse, and Restricted Stock Units shall be paid in cash,
Shares, or a combination of cash and Shares as the Board, in its sole discretion
shall determine.

     8.5 Voting Rights. To the extent permitted or required by law, as
determined by the Board, Participants holding Shares of Restricted Stock granted
hereunder may be granted the right to exercise full voting rights with respect
to those Shares during the Period of Restriction. A Participant shall have no
voting rights with respect to any Restricted Stock Units granted hereunder.

     8.6 Dividends and Other Distributions. During the Period of Restriction,
Participants holding Shares of Restricted Stock or Restricted Stock Units
granted hereunder may, if the Board so determines, be credited with dividends
paid with respect to the underlying Shares or dividend equivalents while they
are so held in a manner determined by the Board in its sole discretion. The
Board may apply any restrictions to the dividends or dividend equivalents that
the Board deems appropriate. The Board, in its sole discretion, may determine
the form of payment of dividends or dividend equivalents, including cash,
Shares, Restricted Stock, or Restricted Stock Units.

     8.7 Termination of Employment/Directorship. Each Award Agreement shall set
forth the extent to which the Participant shall have the right to retain
Restricted Stock and/or Restricted Stock Units following termination of the
Participant's employment or directorship with the Company, its Affiliates,
and/or its Subsidiaries, as the case may be. Such provisions shall be determined
in the sole discretion of the Board, shall be included in the Award Agreement
entered into with each Participant, need not be uniform among all Shares of
Restricted Stock or Restricted Stock Units issued pursuant to the Plan, and may
reflect distinctions based on the reasons for termination.

     8.8 Section 83(b) Election. The Board may provide in an Award Agreement
that the Award of Restricted Stock is conditioned upon the Participant making or
refraining from making an election with respect to the Award under Section 83(b)
of the Code. If a Participant makes an election pursuant to Section 83(b) of the
Code concerning a Restricted Stock Award, the Participant shall be required to
promptly file a copy of such election with the Company.

                                       11



<PAGE>

Article 9. Performance Units/Performance Shares

      9.1 Grant of Performance Units/Performance Shares. Subject to the terms of
the Plan, Performance Units and/or Performance Shares may be granted to
Participants in such amounts and upon such terms, and at any time and from time
to time, as shall be determined by the Board.

      9.2 Value of Performance Units/Performance Shares. Each Performance Unit
shall have an initial value that is established by the Board at the time of
grant. Each Performance Share shall have an initial value equal to the Fair
Market Value of a Share on the date of grant. The Board shall set performance
goals in its discretion which, depending on the extent to which they are met,
will determine the value and/or number of Performance Units/Performance Shares
that will be paid out to the Participant.

      9.3 Earning of Performance Units/Performance Shares. Subject to the terms
of this Plan, after the applicable Performance Period has ended, the holder of
Performance Units/Performance Shares shall be entitled to receive payout on the
value and number of Performance Units/Performance Shares earned by the
Participant over the Performance Period, to be determined as a function of the
extent to which the corresponding performance goals have been achieved.

      9.4 Form and Timing of Payment of Performance Units/Performance Shares.
Payment of earned Performance Units/Performance Shares shall be as determined by
the Board and as evidenced in the Award Agreement. Subject to the terms of the
Plan, the Board, in its sole discretion, may pay earned Performance
Units/Performance Shares in the form of cash or in Shares (or in a combination
thereof) equal to the value of the earned Performance Units/Performance Shares
at the close of the applicable Performance Period. Any Shares may be granted
subject to any restrictions deemed appropriate by the Board. The determination
of the Board with respect to the form of payout of such Awards shall be set
forth in the Award Agreement pertaining to the grant of the Award.

      9.5 Dividends and Other Distributions. At the discretion of the Board,
Participants holding Performance Shares may be entitled to receive dividend
equivalents with respect to dividends declared with respect to the Shares. Such
dividends may be subject to the accrual, forfeiture, or payout restrictions as
determined by the Board in its sole discretion.

      9.6 Termination of Employment/Directorship. Each Award Agreement shall set
forth the extent to which the Participant shall have the right to retain
Performance Units and/or Performance Shares following termination of the
Participant's employment or directorship with the Company, its Affiliates,
and/or its Subsidiaries, as the case may be. Such provisions shall be determined
in the sole discretion of the Board, shall be included in the Award Agreement
entered into with each Participant, need not be uniform among all Awards of
Performance Units or Performance Shares issued pursuant to the Plan, and may
reflect distinctions based on the reasons for termination.

      9.7 Nontransferability. Except as otherwise provided in a Participant's
Award Agreement, Performance Units/Performance Shares may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, except as
otherwise provided in a Participant's Award Agreement, a Participant's rights
under the Plan shall be exercisable during the Participant's lifetime only by
the Participant.

                                       12



<PAGE>

Article 10. Cash-Based Awards

      10.1 Grant of Cash-Based Awards. Subject to the terms of the Plan,
Cash-Based Awards may be granted to Participants in such amounts and upon such
terms, and at any time and from time to time, as shall be determined by the
Board.

      10.2 Value of Cash-Based Awards. Each Cash-Based Award shall have a value
as may be determined by the Board. The Board may establish performance goals in
its discretion. If the Board exercises its discretion to establish performance
goals, the number and/or value of Cash-Based Awards that will be paid out to the
Participant will depend on the extent to which the performance goals are met.

     10.3 Earning of Cash-Based Awards. Subject to the terms of this Plan, the
holder of Cash-Based Awards shall be entitled to receive payout on the number
and value of Cash-Based Awards earned by the Participant, to be determined as a
function of the extent to which applicable performance goals, if any, have been
achieved.

      10.4 Form and Timing of Payment of Cash-Based Awards. Payment of earned
Cash-Based Awards shall be as determined by the Board and as evidenced in the
Award Agreement. Subject to the terms of the Plan, the Board, in its sole
discretion, may pay earned Cash-Based Awards in the form of cash or in Shares
(or in a combination thereof) that have an aggregate Fair Market Value equal to
the value of the earned Cash-Based Awards. Such Shares may be granted subject to
any restrictions deemed appropriate by the Board. The determination of the Board
with respect to the form of payout of such Awards shall be set forth in the
Award Agreement pertaining to the grant of the Award.

      10.5 Termination of Employment/Directorship. Each Award Agreement shall
set forth the extent to which the Participant shall have the right to receive
Cash-Based Awards following termination of the Participant's employment or
directorship with the Company, its Affiliates, and/or its Subsidiaries, as the
case may be. Such provisions shall be determined in the sole discretion of the
Board, shall be included in the Award Agreement entered into with each
Participant, need not be uniform among all Awards of Cash-Based Awards issued
pursuant to the Plan, and may reflect distinctions based on the reasons for
termination.

      10.6 Nontransferability. Except as otherwise provided in a Participant's
Award Agreement, Cash-Based Awards may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, except as otherwise provided in a
Participant's Award Agreement, a Participant's rights under the Plan shall be
exercisable during the Participant's lifetime only by the Participant.

Article 11. Performance Measures

       Unless and until the Board proposes for stockholder vote and the
stockholders approve a change in the general Performance Measures set forth in
this Article 11, the performance goals upon which the payment or vesting of an
Award to a Covered Employee (other than an Annual Management Incentive Award
awarded or credited pursuant to Article 12) that is intended to qualify as
Performance-Based Compensation shall be limited to the following Performance
Measures:

(a)      Net earnings;

                                       13

<PAGE>

     (b)  Earnings per share;
     (c)  Net sales growth;
     (d)  Net income (before or after taxes);
     (e)  Net operating profit;
     (f)  Return measures (including, but not limited to, return on assets,
          capital, equity, or sales);
     (g)  Cash flow (including, but not limited to, operating cash flow and free
          cash flow);
     (h)  Cash flow return on capital;
     (i)  Earnings before or after taxes, interest, depreciation, and/or
          amortization;
     (j)  Gross or operating margins;
     (k)  Productivity ratios;
     (l)  Share price (including, but not limited to, growth measures and total
          stockholder return);
     (m)  Expense targets; and
     (n)  Working capital targets.

     Any Performance Measure(s) may be used to measure the performance of the
Company as a whole or any business unit of the Company or any combination
thereof, as the Board may deem appropriate, or any of the above Performance
Measures as compared to the performance of a group of comparator companies, or
published or special index that the Board, in its sole discretion, deems
appropriate, or the Company may select Performance Measure (l) above as compared
to various stock market indices. The Board also has the authority to provide for
accelerated vesting of any Award based on the achievement of performance goals
pursuant to the Performance Measures specified in this Article 11.

     The Board may provide in any such Award that any evaluation of performance
may include or exclude any of the following events that occurs during a
Performance Period: (a) asset write-downs, (b) litigation or claim judgments or
settlements, (c) the effect of changes in tax laws, accounting principles, or
other laws or provisions affecting reported results, (d) accruals for
reorganization and restructuring programs, (e) extraordinary nonrecurring items
as described in Accounting Principles Board Opinion No. 30 and/or in
management's discussion and analysis of financial condition and results of
operations appearing in the Company's annual report to stockholders for the
applicable year, (f) acquisitions or divestitures, and (g) foreign exchange
gains and losses. To the extent such inclusions or exclusions affect Awards to
Covered Employees, they shall be prescribed in a form that meets the
requirements of Code Section 162(m) for deductibility.

     Awards that are designed to qualify as Performance-Based Compensation, and
that are held by Covered Employees, may not be adjusted upward (the Board shall
retain the discretion to adjust such Awards downward).

     In the event that applicable tax and/or securities laws change to permit
Board discretion to alter the governing Performance Measures without obtaining
stockholder approval of such changes, the Board shall have sole discretion to
make such changes without obtaining stockholder approval. In addition, in the
event that the Board determines that it is advisable to grant Awards that shall
not qualify as Performance-Based Compensation, the Board may make such grants
without satisfying the requirements of Code Section 162(m).

                                       14

<PAGE>

Article 12. Annual Management Incentive Awards

     The Board may designate Company executive officers who are eligible to
receive a monetary payment in any Fiscal Year based on a percentage of an
incentive pool equal to five percent (5%) of the Company's consolidated
operating earnings for the Fiscal Year. The Board shall allocate anincentive
pool percentage to each designated Participant for each Fiscal Year. In no event
may the incentive pool percentage for any one Participant exceed thirty percent
(30%) of the total pool. Consolidated operating earnings shall mean the
consolidated earnings before income taxes of the Company, computed in accordance
with generally accepted accounting principles, but shall exclude the effects of
Extraordinary Items.

     For purposes of this Article 12, "Extraordinary Items" shall mean (i)
extraordinary, unusual, and/or nonrecurring items of gain or loss; (ii) gains or
losses on the disposition of a business; (iii) changes in tax or accounting
regulations or laws; or (iv) the effect of a merger or acquisition, all of which
must be identified in the audited financial statements, including footnotes, or
Management Discussion and Analysis section of the Company's annual report.

     As soon as possible after the determination of the incentive pool for a
Fiscal Year, the Board shall calculate the Participant's allocated portion of
the incentive pool based upon the percentage established at the beginning of the
Fiscal Year. The Participant's Annual Management Incentive Award then shall be
determined by the Board based on the Participant's allocated portion of the
incentive pool subject to adjustment in the sole discretion of the Board. In no
event may the portion of the incentive pool allocated to a Participant who is a
Covered Employee be increased in any way, including as a result of the reduction
of any other Participant's allocated portion.

Article 13. Beneficiary Designation

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

Article 14. Deferrals

     The Board may permit or require a Participant to defer such Participant's
receipt of the payment of cash or the delivery of Shares that would otherwise be
due to such Participant by virtue of the exercise of an Option or SAR, the lapse
or waiver of restrictions with respect to Restricted Stock or Restricted Stock
Units, or the satisfaction of any requirements or performance goals with respect
to Annual Management Incentive Awards, Performance Shares, Performance Units,
and Cash-Based Awards. If any such deferral election is required or permitted,
the Board shall, in its sole discretion, establish rules and procedures for such
payment deferrals.

Article 15. Rights of Employees/Directors

     15.1 Employment/Directorship. Nothing in the Plan or an Award Agreement
shall interfere with or limit in any way the right of the Company to terminate
any Participant's employment or other

                                    15

<PAGE>


service relationship at any time, nor confer upon any Participant any right to
continue in the capacity in which he or she is employed or otherwise serves the
Company.

     Neither an Award nor any benefits arising under this Plan shall constitute
part of an employment contract with the Company, its Affiliates, and/or
Subsidiaries and, accordingly, subject to Article 3 and Section 17.1, this Plan
and the benefits hereunder may be terminated at any time in the sole and
exclusive discretion of the Board without giving rise to liability on the part
of the Company, its Affiliates, and/or its Subsidiaries for severance payments.

     15.2 Participation. No Employee or Director shall have the right to be
selected to receive an Award under this Plan, or, having been so selected, to be
selected to receive a future Award.

     15.3 Rights as a Stockholder. A Participant shall have none of the rights
of a stockholder with respect to Shares covered by any Award until the
Participant becomes the record holder of such Shares.

Article 16. Change in Control

     16.1 Change in Control of the Company. Upon the occurrence of a Change in
Control, unless otherwise specifically prohibited under applicable laws, or by
the rules and regulations of any governing governmental agencies or national
securities exchanges, or unless the Board shall determine otherwise in the Award
Agreement:

     (a)  Any and all Options and SARs granted hereunder shall become
          immediately exercisable; additionally, if a Participant's employment
          or directorship is terminated for any other reason except cause within
          twelve (12) months of such Change in Control, the Participant shall
          have twelve (12) months following such termination date to exercise
          such Options or SARs;

     (b)  Any Period of Restriction and restrictions imposed on Restricted Stock
          or Restricted Stock Units shall lapse;

     (c)  Annual Management Incentive Awards shall be paid out based on the
          consolidated operating earnings of the Fiscal Year immediately
          preceding the year of the Change in Control or such other method of
          payment as may be determined by the Board at the time of the Award or
          thereafter but prior to the Change in Control; and

     (d)  The target payout opportunities attainable under all outstanding
          Awards of performance-based Restricted Stock, performance-based
          Restricted Stock Units, Performance Units, Performance Shares, and
          performance-based Cash-Based Awards shall be deemed to have been fully
          earned as of the effective date of the Change in Control.

          (i)  The vesting of all Awards denominated in Shares shall be
               accelerated as of the effective date of the Change in Control,
               and there shall be paid out to Participants within thirty (30)
               days following the effective date of the Change in Control, a pro
               rata number of Shares based upon

                                       16

<PAGE>


               an assumed achievement of all relevant targeted performance goals
               and upon the length of time within the Performance Period that
               has elapsed prior to the Change in Control. The Board has the
               authority to pay all or any portion of the value of the Shares in
               cash.

          (ii) Awards denominated in cash shall be paid pro rata to Participants
               in cash within thirty (30) days following the effective date of
               the Change in Control, with the proration determined as a
               function of the length of time within the Performance Period that
               has elapsed prior to the Change in Control, and based on an
               assumed achievement of all relevant targeted performance goals.

     16.2 Sale of a Division of the Company. Notwithstanding any other
provisions of this Plan, if there is a sale of a division of the Company, and if
an Employee of such division is terminated by the Company within twenty-four
(24) months of the sale of said division, unless otherwise specifically
prohibited under applicable laws, or by the rules and regulations of any
governing governmental agencies or national securities exchanges, or unless the
Board shall determine otherwise in the Award Agreement with respect to any
Employee of such division:

     (a)  Any and all Options and SARs granted hereunder shall become
          immediately vested and exercisable, and shall remain exercisable for
          twelve (12) months following the Employee's termination of employment
          with the Company;

     (b)  Any Period of Restriction and restrictions imposed on Restricted Stock
          or Restricted Stock Units shall lapse;

     (c)  Annual Management Incentive Awards shall be paid out based on the
          consolidated operating earnings of the Fiscal Year immediately
          preceding the year of an Employee's termination of employment with the
          Company, or such other method of payment as may be determined by the
          Board at the time of the Award or thereafter but prior to the sale of
          the division; and

     (d)  The target payout opportunities attainable under all outstanding
          Awards of performance-based Restricted Stock, performance-based
          Restricted Stock Units, Performance Units, Performance Shares, and
          performance-based Cash-Based Awards shall be deemed to have been fully
          earned for the entire Performance Period(s) as of the date of the
          Employee's termination of employment due to the sale of the division.

          (i)  The vesting of all Awards denominated in Shares shall be
               accelerated as of the effective date of the Employee's
               termination of employment, and there shall be paid out to
               Participants within thirty (30) days following the effective date
               of the Employee's termination of employment a pro rata number of
               Shares based upon an assumed achievement of all relevant targeted
               performance goals and upon the length of time within the
               Performance Period that has elapsed prior to the termination of
               employment. The Board has the authority to pay all or any portion
               of the value of the Shares in cash.


                                       17

<PAGE>

          (ii) Awards denominated in cash shall be paid pro rata to Participants
               in cash within thirty (30) days following the effective date of
               the termination of employment, with the proration determined as a
               function of the length of time within the Performance Period that
               has elapsed prior to the termination of employment, and based on
               an assumed achievement of all relevant targeted performance
               goals.

     For purposes of this Section 16.2, sale of a division means a sale of any
segment of the Company and its subsidiaries if the gross revenue of the segment
exceeds twenty percent (20%) of the consolidated gross revenues of the Company
and its subsidiaries. For the purpose of this Section 16.2, subsidiaries means
ownership, directly or indirectly, by the Company, of more than fifty percent
(50%) of the outstanding voting shares or the total combined voting power of any
corporation, partnership, joint venture, limited liability company, or other
entity (other than the Company) in an unbroken chain of entities beginning with
the Company.

Article 17. Amendment, Modification, Suspension, and Termination

     17.1 Amendment, Modification, Suspension, and Termination. The Board may,
at any time and from time to time, alter, amend, modify, suspend, or terminate
the Plan in whole or in part. Notwithstanding anything herein to the contrary,
without the prior approval of the Company's stockholders, Options issued under
the Plan will not be repriced, replaced, or regranted through cancellation, or
by lowering the exercise price of a previously granted Option. No amendment of
the Plan shall be made without stockholder approval if stockholder approval is
required by law, regulation, or stock exchange rule.

     17.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Board may make adjustments in the terms and conditions
of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4.2 hereof) affecting the Company or the financial statements of the
Company or of changes in applicable laws, regulations, or accounting principles,
whenever the Board determines that such adjustments are appropriate in order to
prevent unintended dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan. The determination of the Board as
to the foregoing adjustments, if any, shall be conclusive and binding on
Participants under the Plan.

     17.3 Awards Previously Granted. Notwithstanding any other provision of the
Plan to the contrary, no termination, amendment, suspension, or modification of
the Plan shall adversely affect in any material way any Award previously granted
under the Plan, without the written consent of the Participant holding such
Award.

Article 18. Withholding

     18.1 Tax Withholding. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, the
minimum statutory amount to satisfy federal, state, and local taxes, domestic or
foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of this Plan.

     18.2 Share Withholding. With respect to withholding required upon the
exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock
and Restricted Stock Units, or upon the

                                       18

<PAGE>

achievement of performance goals related to Performance Shares, or any other
taxable event arising as a result of Awards granted hereunder, Participants may
elect, subject to the approval of the Board, to satisfy the withholding
requirement, in whole or in part, by having the Company withhold Shares having a
Fair Market Value on the date the tax is to be determined equal to the minimum
statutory total tax that could be imposed on the transaction. All such elections
shall be irrevocable, made in writing, and signed by the Participant, and shall
be subject to any restrictions or limitations that the Board, in its sole
discretion, deems appropriate.

Article 19. Indemnification

     Each person who is or shall have been a member of the Board, or a Committee
appointed by the Board, or an officer of the Company to whom authority was
delegated in accordance with Article 3 shall be indemnified and held harmless by
the Company against and from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him or her in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts paid by
him or her in settlement thereof, with the Company's approval, or paid by him or
her in satisfaction of any judgement in any such action, suit, or proceeding
against him or her, provided he or she shall give the Company an opportunity, at
its own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf, unless such loss, cost,
liability, or expense is a result of his or her own willful misconduct or except
as expressly provided by statute.

     The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled under the
Company's Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.

Article 20. Successors

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

Article 21. General Provisions

     21.1 Forfeiture Events. The Board may specify in an Award Agreement that
the Participant's rights, payments, and benefits with respect to an Award shall
be subject to reduction, cancellation, forfeiture, or recoupment upon the
occurrence of certain specified events, in addition to any otherwise applicable
vesting or performance conditions of an Award. Such events shall include, but
shall not be limited to, termination of employment for cause, violation of
material Company, Affiliate, and/or Subsidiary policies, breach of
noncompetition, confidentiality, or other restrictive covenants that may apply
to the Participant, or other conduct by the Participant that is detrimental to
the business or reputation of the Company, its Affiliates, or its Subsidiaries.

     21.2 Legend. The certificates for Shares may include any legend which the
Board deems appropriate to reflect any restrictions on transfer of such Shares.

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<PAGE>

      21.3 Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine, the plural shall
include the singular, and the singular shall include the plural.

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

      21.5 Requirements of Law. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required. The Company shall receive the
consideration required by law for the issuance of Awards under the Plan.

      21.6 Securities Law Compliance. With respect to Insiders, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successor under the Exchange Act. To the extent any provision of
the Plan or action by the Board fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Board.

      21.7 Listing. The Company may use reasonable endeavors to register Shares
allotted pursuant to the exercise of an Award with the United States Securities
and Exchange Commission or to effect compliance with the registration,
qualification, and listing requirements of any national securities laws, stock
exchange, or automated quotation system.

      21.8 Delivery of Title. The Company shall have no obligation to issue or
deliver evidence of title for Shares issued under the Plan prior to:

          (a)  Obtaining any approvals from governmental agencies that the
               Company determines are necessary or advisable; and

          (b)  Completion of any registration or other qualification of the
               Shares under any applicable national or foreign law or ruling of
               any governmental body that the Company determines to be necessary
               or advisable.

      21.9 Inability to Obtain Authority. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

      21.10 Investment Representations. The Board may require each person
receiving Shares pursuant to an Award under this Plan to represent and warrant
in writing that the Participant is acquiring the Shares for investment and
without any present intention to sell or distribute such Shares.

      21.11 Employees Based Outside of the United States. Notwithstanding any
provision of the Plan to the contrary, in order to comply with the laws in other
countries in which the Company, its


                                       20

<PAGE>

Affiliates, and its Subsidiaries operate or have Employees or Directors, the
Board, in their sole discretion, shall have the power and authority to:

          (a)  Determine which Affiliates and Subsidiaries shall be covered by
               the Plan;

          (b)  Determine which Employees or Directors outside the United States
               are eligible to participate in the Plan;

          (c)  Modify the terms and conditions of any Award granted to Employees
               or Directors outside the United States to comply with applicable
               foreign laws;

          (d)  Establish subplans and modify exercise procedures and other terms
               and procedures, to the extent such actions may be necessary or
               advisable. Any subplans and modifications to Plan terms and
               procedures established under this Section 21.11 by the Board
               shall be attached to this Plan document as appendices; and

          (e)  Take any action, before or after an Award is made, that it deems
               advisable to obtain approval or comply with any necessary local
               government regulatory exemptions or approvals.

      Notwithstanding the above, the Board may not take any actions hereunder,
and no Awards shall be granted, that would violate the Exchange Act, the Code,
any securities law, or governing statute or any other applicable law.

      21.12 Uncertificated Shares. To the extent that the Plan provides for
issuance of certificates to reflect the transfer of Shares, the transfer of such
Shares may be effected on a noncertificated basis, to the extent not prohibited
by applicable law or the rules of any stock exchange.

      21.13 Unfunded Plan. Participants shall have no right, title, or interest
whatsoever in or to any investments that the Company may make to aid it in
meeting its obligations under the Plan. Nothing contained in the Plan, and no
action taken pursuant to its provisions, shall create or be construed to create
a trust of any kind, or a fiduciary relationship between the Company and any
Participant, beneficiary, legal representative, or any other person. To the
extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be paid
from the general funds of the Company and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in the Plan.

      The Plan is not intended to be subject to ERISA.

      21.14 No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award. The Board shall determine whether
cash, Awards, or other property shall be issued or paid in lieu of fractional
Shares or whether such fractional Shares or any rights thereto shall be
forfeited or otherwise eliminated.


                                       21

<PAGE>

      21.15 Governing Law. The Plan and each Award Agreement shall be governed
by the laws of the State of Illinois, excluding any conflicts or choice of law
rule or principle that might otherwise refer construction or interpretation of
the Plan to the substantive law of another jurisdiction. Unless otherwise
provided in the Award Agreement, recipients of an Award under the Plan are
deemed to submit to the exclusive jurisdiction and venue of the federal or state
courts of Illinois, to resolve any and all issues that may arise out of or
relate to the Plan or any related Award Agreement.





















                                       22