Exhibit 4.6














                            AMENDED AND RESTATED

                              COMMSCOPE, INC.

                       1997 LONG-TERM INCENTIVE PLAN

                   (AS AMENDED AND RESTATED MAY 3, 2002)



<PAGE>

                             TABLE OF CONTENTS
                                                                        Page
                                                                        ----

1.    Establishment, Purpose and Effective Date............................1

      (a)   Establishment..................................................1

      (b)   Purpose........................................................1

      (c)   Effective Date.................................................1

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

3.    Scope of the Plan....................................................6

      (a)   Number of Shares Available Under the Plan......................6

      (b)   Reduction in the Available Shares in Connection with
            Award Grants...................................................7

      (c)   Effect of the Expiration or Termination of Awards..............7

4.    Administration.......................................................8

      (a)   Committee Administration.......................................8

      (b)   Board Reservation and Delegation...............................8

      (c)   Committee Authority............................................8

      (d)   Committee Determinations Final.................................9

5.    Eligibility..........................................................9

6.    Conditions to Grants................................................10

      (a)    General Conditions...........................................10

      (b)    Grant of Options and Option Price............................10

      (c)    Grant of Incentive Stock Options.............................11

      (d)    Grant of Shares of Restricted Stock..........................12

      (e)    Grant of Performance Units and Performance Shares............14

      (f)    Grant of Phantom Stock.......................................15

      (g)    Grant of Director's Shares...................................16



                                    -i-

<PAGE>

      (h)    Tandem Awards................................................16

7.    Non-transferability.................................................16

8.    Exercise............................................................16

      (a)    Exercise of Options..........................................16

      (b)    Exercise of Performance Units................................17

      (c)    Payment of Performance Shares................................18

      (d)    Payment of Phantom Stock Awards..............................19

      (e)    Exercise, Cancellation, Expiration or Forfeiture of
             Tandem Awards................................................19

9.    Spin-off and Substitute Options.....................................19

10.   Effect of Certain Transactions......................................19

11.   Mandatory Withholding Taxes.........................................19

12.   Termination of Employment...........................................20

13.   Securities Law Matters..............................................20

14.   No Funding Required.................................................21

15.   No Employment Rights................................................21

16.   Rights as a Stockholder.............................................21

17.   Nature of Payments..................................................21

18.   Non-Uniform Determinations..........................................21

19.   Adjustments.........................................................22

20.   Amendment of the Plan...............................................22

21.   Termination of the Plan.............................................22

22.   No Illegal Transactions.............................................23

23.   Governing Law.......................................................23

24.   Severability........................................................23

25.   Translations........................................................23



                                   -ii-

<PAGE>

     1.   Establishment, Purpose and Effective Date.

          (a) Establishment. The Company hereby establishes the Amended and
Restated CommScope, Inc. 1997 Long-Term Incentive Plan (as set forth herein
and from time to time amended, the "Plan").

          (b) Purpose. The primary purpose of the Plan is to provide a means
by which key employees and directors of the Company and its Subsidiaries
can acquire and maintain stock ownership, thereby strengthening their
commitment to the success of the Company and its Subsidiaries and their
desire to remain employed by the Company and its Subsidiaries, focusing
their attention on managing the Company as an equity owner, and aligning
their interests with those of the Company's stockholders. The Plan also is
intended to attract and retain key employees and to provide such employees
with additional incentive and reward opportunities designed to encourage
them to enhance the profitable growth of the Company and its Subsidiaries.

          (c) Effective Date. The Plan shall become effective upon its
adoption by the Board.

     2.   Definitions.

     As used in the Plan, terms defined parenthetically immediately after
their use shall have the respective meanings provided by such definitions
and the terms set forth below shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of
the terms defined):

          (a)  "Award" means Options, shares of restricted Stock,
               performance units, performance shares or Director's Shares
               granted under the Plan.

          (b)  "Award Agreement" means the written agreement by which an
               Award is evidenced.

          (c)  "Beneficial Owner," "Beneficially Owned" and "Beneficially
               Owning" shall have the meanings applicable under Rule 13d-3
               promulgated under the 1934 Act.

          (d)  "Board" means the board of directors of the Company.

          (e)  "Change in Capitalization" means any increase or reduction
               in the number of shares of Stock, or any change in the
               shares of Stock or exchange of shares of Stock for a
               different number or kind of shares or other securities by
               reason of a stock dividend, extraordinary dividend, stock
               split, reverse stock split, share combination,
               reclassification, recapitalization, merger, consolidation,
               spin-off, split-up, reorganization, issuance of warrants or


                                    -1-

<PAGE>

               rights, liquidation, exchange of shares, repurchase of
               shares, change in corporate structure, or similar event, of
               or by the Company.

          (f)  "Change of Control" means, any of the following:

               (i) the acquisition by any Person of Beneficial Ownership of
          Voting Securities which, when added to the Voting Securities then
          Beneficially Owned by such Person, would result in such Person
          Beneficially Owning 33% or more of the combined Voting Power of
          the Company's then outstanding Voting Securities; provided,
          however, that for purposes of this paragraph (i), a Person shall
          not be deemed to have made an acquisition of Voting Securities if
          such Person: (1) acquires Voting Securities as a result of a
          stock split, stock dividend or other corporate restructuring in
          which all stockholders of the class of such Voting Securities are
          treated on a pro rata basis; (2) acquires the Voting Securities
          directly from the Company; (3) becomes the Beneficial Owner of
          33% or more of the combined Voting Power of the Company's then
          outstanding Voting Securities solely as a result of the
          acquisition of Voting Securities by the Company or any Subsidiary
          which, by reducing the number of Voting Securities outstanding,
          increases the proportional number of shares Beneficially Owned by
          such Person, provided that if (x) a Person would own at least
          such percentage as a result of the acquisition by the Company or
          any Subsidiary and (y) after such acquisition by the Company or
          any Subsidiary, such Person acquires Voting Securities, then an
          acquisition of Voting Securities shall have occurred; (4) is the
          Company or any corporation or other Person of which a majority of
          its voting power or its equity securities or equity interest is
          owned directly or indirectly by the Company (a "Controlled
          Entity"); or (5) acquires Voting Securities in connection with a
          "Non-Control Transaction" (as defined in paragraph (iii) below);
          or

               (ii) the individuals who, as of the Effective Date, are
          members of the Board (the "Incumbent Board") cease for any reason
          to constitute at least two-thirds of the Board; provided,
          however, that if either the election of any new director or the
          nomination for election of any new director by the Company's
          stockholders was approved by a vote of at least two-thirds of the
          Incumbent Board prior to such election or nomination, such new
          director shall be considered as a member of the Incumbent Board;
          provided further, however, that no individual shall be considered
          a member of the Incumbent Board if such individual initially
          assumed office as a result of either an actual or threatened
          "Election Contest" (as described in Rule 14a-11 promulgated under
          the 1934 Act) or other actual or threatened solicitation of
          proxies or consents by or on behalf of a Person other than the
          Board (a "Proxy Contest") including by reason of any agreement
          intended to avoid or settle any Election Contest or Proxy
          Contest; or

               (iii) consummation of:

                    (A) a merger, consolidation or reorganization involving
               the Company (a "Business Combination"), unless


                                    -2-

<PAGE>

                         (1) the stockholders of the Company, immediately
                    before the Business Combination, own, directly or
                    indirectly immediately following the Business
                    Combination, at least a majority of the combined voting
                    power of the outstanding voting securities of the
                    corporation resulting from the Business Combination
                    (the "Surviving Corporation") in substantially the same
                    proportion as their ownership of the Voting Securities
                    immediately before the Business Combination, and

                         (2) the individuals who were members of the
                    Incumbent Board immediately prior to the execution of
                    the agreement providing for the Business Combination
                    constitute at least a majority of the members of the
                    Board of Directors of the Surviving Corporation, and

                         (3) no Person (other than the Company or any
                    Controlled Entity, a trustee or other fiduciary holding
                    securities under one or more employee benefit plans or
                    arrangements (or any trust forming a part thereof)
                    maintained by the Company, the Surviving Corporation or
                    any Controlled Entity, or any Person who, immediately
                    prior to the Business Combination, had Beneficial
                    Ownership of 33% or more of the then outstanding Voting
                    Securities) has Beneficial Ownership of 33% or more of
                    the combined voting power of the Surviving
                    Corporation's then outstanding voting securities (a
                    Business Combination satisfying the conditions of
                    clauses (1), (2) and (3) of this subparagraph (A) shall
                    be referred to as a "Non-Control Transaction");

                    (B) a complete liquidation or dissolution of the
               Company; or

                    (C) the sale or other disposition of all or
               substantially all of the assets of the Company (other than a
               transfer to a Controlled Entity).

     Notwithstanding the foregoing, a Change of Control shall not be deemed
to occur solely because 33% or more of the then outstanding Voting
Securities is Beneficially Owned by (x) a trustee or other fiduciary
holding securities under one or more employee benefit plans or arrangements
(or any trust forming a part thereof) maintained by the Company or any
Controlled Entity or (y) any corporation which, immediately prior to its
acquisition of such interest, is owned directly or indirectly by the
stockholders of the Company in the same proportion as their ownership of
stock in the Company immediately prior to such acquisition.

          (g)  "Committee" means the committee of the Board appointed
               pursuant to Article 4.

          (h)  "Company" means CommScope, Inc., a Delaware corporation.


                                    -3-

<PAGE>

          (i)  "Director's Shares" means the shares of Stock awarded to a
               nonemployee director of the Company pursuant to Article
               6(g).

          (j)  "Disability" means a mental or physical condition which, in
               the opinion of the Committee, renders a Grantee unable or
               incompetent to carry out the job responsibilities which such
               Grantee held or the duties to which such Grantee was
               assigned at the time the disability was incurred, and which
               is expected to be permanent or for an indefinite duration.

          (k)  "Effective Date" means the date that the Plan is adopted by
               the Board.

          (l)  "Fair Market Value" of any security of the Company or any
               other issuer means, as of any applicable date:

               (i) if the security is listed for trading on the New York
          Stock Exchange, the closing price at the close of the primary
          trading session of the security on such date on the New York
          Stock Exchange, or if there has been no such closing price of the
          security on such date, on the next preceding date on which there
          was such a closing price, or

               (ii) if the security is not so listed, but is listed on
          another national securities exchange, the closing price at the
          close of the primary trading session of the security on such date
          on such exchange, or if there has been no such closing price of
          the security on such date, on the next preceding date on which
          there was such a closing price, or

               (iii) if the security is not listed for trading on the New
          York Stock Exchange or on another national securities exchange,
          the last sale price at the end of normal market hours of the
          security on such date as quoted on the National Association of
          Securities Dealers Automated Quotation System ("NASDAQ") or, if
          no such price shall have been so quoted for such date, on the
          next preceding date for which such price was so quoted, or

               (iv) if the security is not listed for trading on a national
          securities exchange or is not authorized for quotation on NASDAQ,
          the fair market value of the security as determined in good faith
          by the Committee, and in the case of Incentive Stock Options, in
          accordance with Section 422 of the Internal Revenue Code.

          (m)  "Grant Date" means the date of grant of an Award determined
               in accordance with Article 6.

          (n)  "Grantee" means an individual who has been granted an Award.

          (o)  "Incentive Stock Option" means an Option satisfying the
               requirements of Section 422 of the Internal Revenue Code and
               designated by the Committee as an Incentive Stock Option.


                                    -4-

<PAGE>

          (p)  "Internal Revenue Code" means the Internal Revenue Code of
               1986, as amended, and regulations and rulings thereunder.
               References to a particular Section of the Internal Revenue
               Code shall include references to successor provisions.

          (q)  "Measuring Period" has the meaning specified in Article
               6(f)(ii)(B).

          (r)  "Minimum Consideration" means the $.0l par value per share
               of Stock or such larger amount determined pursuant to
               resolution of the Board to be capital within the meaning of
               Section 154 of the Delaware General Corporation Law.

          (s)  "1934 Act" means the Securities Exchange Act of 1934, as
               amended.

          (t)  "Nonqualified Stock Option" means an Option which is not an
               Incentive Stock Option or other type of statutory stock
               option under the Internal Revenue Code.

          (u)  "Option" means an option to purchase Stock granted or issued
               under the Plan, including Substitute and Spin-off Options.

          (v)  "Option Price" means the per share purchase price of (i)
               Stock subject to an Option or (ii) restricted Stock subject
               to an Option.

          (w)  "Performance-Based Compensation" means any Option or Award
               that is intended to constitute "performance based
               compensation" within the meaning of Section 162(m)(4)(C) of
               the Internal Revenue Code and the regulations promulgated
               thereunder.

          (x)  "Performance Percentage" has the meaning specified in
               Article 6(f)(ii)(C).

          (y)  "Person" means a person within the meaning of Sections 13(d)
               and 14(d) of the 1934 Act.

          (z)  "Plan" has the meaning set forth in Article 1(a).

          (aa) "SEC" means the Securities and Exchange Commission.

          (bb) "Section 16 Grantee" means a person subject to potential
               liability with respect to equity securities of the Company
               under Section 16(b) of the 1934 Act.

          (cc) "Spin-off Option" means an Option that has been issued under
               this Plan to certain named persons pursuant to the Employee
               Benefits Allocation Agreement between General Semiconductor,
               Inc. ("GS"), CommScope, Inc. and the Company, dated June 25,
               1997, as amended, modified, or otherwise supplemented (the
               "Benefits Agreement").


                                    -5-

<PAGE>

          (dd) "Stock" means common stock, par value $.01 per share, of the
               Company.

          (ee) "Subsidiary" means (i) except as provided in subsection (ii)
               below, any corporation which is a subsidiary corporation
               within the meaning of Section 424(f) of the Internal Revenue
               Code with respect to the Company, and (ii) in relation to
               the eligibility to receive Options or Awards other than
               Incentive Stock Options, any entity, whether or not
               incorporated, in which the Company directly or indirectly
               owns either (A) Voting Securities possessing at least 50% of
               the Voting Power of such entity, or (B) if such entity does
               not issue Voting Securities, at least 50% of the ownership
               interests in such entity.

          (ff) "Substitute Option" means an Option that has been issued
               under this Plan to certain persons pursuant to the Benefits
               Agreement.

          (gg) "10% Owner" means a person who owns stock (including stock
               treated as owned under Section 424(d) of the Internal
               Revenue Code) possessing more than 10% of the Voting Power
               of the Company.

          (hh) "Termination of Employment" occurs the first day on which an
               individual is for any reason no longer employed by the
               Company or any of its Subsidiaries, or with respect to an
               individual who is an employee of a Subsidiary, the first day
               on which the Company no longer owns Voting Securities
               possessing at least 50% of the Voting Power of such
               Subsidiary.

          (ii) "Voting Power" means the combined voting power of the then
               outstanding Voting Securities.

          (jj) "Voting Securities" means, with respect to the Company or
               any Subsidiary, any securities issued by the Company or such
               Subsidiary, respectively, which generally entitle the holder
               thereof to vote for the election of directors of the
               Company.

     3.   Scope of the Plan.

          (a) Number of Shares Available Under the Plan. The maximum number
of shares of Stock that may be made the subject of Awards granted under the
Plan is 9,600,000 plus the number of shares of Stock that are covered by
Substitute Options and Spin-off Options (or the number and kind of shares
of Stock or other securities to which such shares of Stock are adjusted
upon a Change in Capitalization pursuant to Article 18); provided, however,
that in the aggregate, not more than 200,000 shares of Stock may be made
the subject of Awards other than Options. The maximum number of shares of
Stock that may be the subject of Options (other than Substitute Options and
Spin-off Options) and Awards granted to any individual pursuant to the Plan
in any three (3) calendar year period may not exceed 750,000. The maximum
dollar amount of cash or the Fair Market Value of Stock that any individual
may receive in any calendar year in respect of performance units


                                    -6-

<PAGE>

denominated in dollars may not exceed $1,000,000. The Company shall reserve
for the purpose of the Plan, out of its authorized but unissued shares of
Stock or out of shares held in the Company's treasury, or partly out of
each, such number of shares as shall be determined by the Board. The Board
shall have the authority to cause the Company to purchase from time to time
shares of Stock to be held as treasury shares and used for or in connection
with Awards. The issuance of Substitute Options and Spin-off Options shall
not reduce the shares available for grants under the Plan or to a Grantee
in any calendar year.

          (b) Reduction in the Available Shares in Connection with Award
Grants. Upon the grant of an Award, the number of shares of Stock available
under Article 3(a) for the granting of further Awards shall be reduced as
follows:

               (i) Performance Units Denominated in Dollars. In connection
          with the granting of each performance unit denominated in
          dollars, the number of shares of Stock available under Article
          3(a) for the granting of further Awards shall be reduced by the
          quotient of (x) the dollar amount represented by the performance
          unit divided by (y) the Fair Market Value of a share of Stock on
          the date immediately preceding the Grant Date of the performance
          unit.

               (ii) Other Awards. In connection with the granting of each
          Award, other than a performance unit denominated in dollars, the
          number of shares of Stock available under Article 3(a) for the
          granting of further Awards shall be reduced by a number of shares
          equal to the number of shares of Stock in respect of which the
          Award is granted or denominated; provided, however, that if any
          Award is exercised by tendering shares of Stock, either actually
          or by attestation, to the Company as full or partial payment of
          the exercise price, the maximum number of shares of Stock
          available under Section 3(a) shall be increased by the number of
          shares of Stock so tendered.

     Notwithstanding the foregoing, where two or more Awards are granted
with respect to the same shares of Stock, such shares shall be taken into
account only once for purposes of this Article 3(b).

          (c) Effect of the Expiration or Termination of Awards. If and to
the extent an Option or Award (including a Substitute Option or a Spin-off
Option) expires, terminates or is canceled, settled in cash (including the
settlement of tax withholding obligations using shares of Stock) or
forfeited for any reason without having been exercised in full (including,
without limitation, a cancellation of an Option pursuant to Article
4(c)(vi)), the shares of Stock associated with the expired, terminated,
canceled, settled or forfeited portion of the Award (to the extent the
number of shares available for the granting of Awards was reduced pursuant
to Article 3(b)) shall again become available for Awards under the Plan.

     4.   Administration.

          (a) Committee Administration. The Plan shall be administered by
the Committee, which shall consist of not less than two "non-employee
directors" within the meaning of Rule 16b-3, and to the extent necessary


                                    -7-

<PAGE>

for any Award intended to qualify as Performance-Based Compensation to so
qualify, each member of the Committee shall be an "outside director" within
the meaning of Section 162(m) of the Internal Revenue Code. For purposes of
the preceding sentence, if one or more members of the Committee is not a
"non-employee director" within the meaning of Rule 16b-3 and an "outside
director" within the meaning of Section 162(m) of the Internal Revenue Code
but recuses himself or herself or abstains from voting with respect to a
particular action taken by the Committee, then the Committee, with respect
to that action, shall be deemed to consist only of the members of the
Committee who have not recused themselves or abstained from voting.

          (b) Board Reservation and Delegation. Except to the extent
necessary for any Award intended to qualify as Performance-Based
Compensation to so qualify, the Board may, in its discretion, reserve to
itself or exercise any or all of the authority and responsibility of the
Committee hereunder and may also delegate to another committee of the Board
any or all of the authority and responsibility of the Committee with
respect to Awards to Grantees who are not Section 16 Grantees at the time
any such delegated authority or responsibility is exercised. Such other
committee may consist of one or more directors who may, but need not be,
officers or employees of the Company or of any of its Subsidiaries. To the
extent that the Board has reserved to itself, or exercised the authority
and responsibility of the Committee, or delegated the authority and
responsibility of the Committee to such other committee, all references to
the Committee in the Plan shall be to the Board or to such other committee.

          (c) Committee Authority. The Committee shall have full and final
authority, in its discretion, but subject to the express provisions of the
Plan, as follows:

               (i) to grant Awards,

               (ii) to determine (A) when Awards may be granted, and (B)
          whether or not specific Awards shall be identified with other
          specific Awards, and if so, whether they shall be exercisable
          cumulatively with, or alternatively to, such other specific
          Awards,

               (iii) to issue Substitute Options and Spin-off Options,

               (iv) to interpret the Plan and to make all determinations
          necessary or advisable for the administration of the Plan,

               (v) to prescribe, amend, and rescind rules and regulations
          relating to the Plan, including, without limitation, rules with
          respect to the exercisability and nonforfeitability of Awards
          upon the Termination of Employment of a Grantee,

               (vi) to determine the terms and provisions of the Award
          Agreements, which need not be identical and, with the consent of
          the Grantee, to modify any such Award Agreement at any time,

               (vii) to cancel, with the consent of the Grantee,
          outstanding Awards,


                                    -8-

<PAGE>

               (viii) except with respect to Nonqualified Stock Options
          granted to nonemployee directors pursuant to Section 6(b)(ii)(A)
          hereof, to accelerate the exercisability of, and to accelerate or
          waive any or all of the restrictions and conditions applicable
          to, any Award,

               (ix) to authorize any action of or make any determination by
          the Company as the Committee shall deem necessary or advisable
          for carrying out the purposes of the Plan, and

               (x) to impose such additional conditions, restrictions, and
          limitations upon the grant, exercise or retention of Awards as
          the Committee may, before or concurrently with the grant thereof,
          deem appropriate, including, without limitation, requiring
          simultaneous exercise of related identified Awards, and limiting
          the percentage of Awards which may from time to time be exercised
          by a Grantee.

     Notwithstanding anything herein to the contrary, the exercise price of
outstanding Options may not be decreased (except pursuant to Section 19 of
the Plan) and Options may not be cancelled or forfeited and re-granted to
effect the same result. Notwithstanding anything herein to the contrary,
with respect to Grantees working outside the United States, the Committee
may determine the terms and provisions of the Award Agreements and make
such adjustments or modifications to Awards as are necessary and advisable
to fulfill the purposes of the Plan.

          (d) Committee Determinations Final. The determination of the
Committee on all matters relating to the Plan or any Award Agreement shall
be conclusive and final. No member of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
Award.

     5.   Eligibility.

     Awards may be granted to any employee of the Company or any of its
Subsidiaries, and Nonqualified Stock Options may be granted to nonemployee
directors of the Company pursuant to Article 6(b)(ii)(B). In selecting the
individuals to whom Awards may be granted, as well as in determining the
number of shares of Stock subject to, and the other terms and conditions
applicable to, each Award, the Committee shall take into consideration such
factors as it deems relevant in promoting the purposes of the Plan. In
addition, Nonqualified Stock Options will be automatically granted to
nonemployee directors of the Company, as set forth in Article 6(b)(ii)(A),
and Director's Shares will be automatically issued to nonemployee directors
of the Company pursuant to Article 6(g).


                                    -9-

<PAGE>

     6.   Conditions to Grants.

          (a)  General Conditions.

               (i) The Grant Date of an Award shall be the date on which
          the Committee grants the Award or such later date as specified in
          advance by the Committee.

               (ii) The term of each Award (subject to Article 6(c) with
          respect to Incentive Stock Options) shall be a period of not more
          than ten years from the Grant Date and shall be subject to
          earlier termination as provided herein or in the applicable Award
          Agreement; provided, however, that the Committee may provide that
          an Option (other than an Incentive Stock Option) may, upon the
          death of the Grantee, be exercised for up to one year following
          the date of the Grantee's death even if such period extends
          beyond ten years from the date the Option is granted.

               (iii) A Grantee may, if otherwise eligible, be granted
          additional Awards in any combination.

               (iv) The Committee may grant Awards with terms and
          conditions which differ among the Grantees thereof. To the extent
          not set forth in the Plan, the terms and conditions of each Award
          shall be set forth in an Award Agreement.

          (b) Grant of Options and Option Price. The Committee may, in its
discretion, and shall as provided in Article 6(b)(ii), grant Options as
follows:

               (i) Employee Options. Options to acquire unrestricted Stock
          or restricted Stock may be granted to any employee eligible under
          Article 5 to receive Awards. No later than the Grant Date of any
          Option, the Committee shall determine the Option Price which
          shall not be less than 100% of the Fair Market Value of the Stock
          on the Grant Date.

               (ii) Nonemployee Director Options.

                    (A). Automatic Grants. Nonqualified Stock Options with
                    respect to 20,000 shares of unrestricted Stock shall be
                    granted to each nonemployee director of the Company
                    upon his or her initial election to the Board and every
                    three years thereafter on the anniversary of such
                    nonemployee director's initial election to the Board as
                    long as such nonemployee director is then still serving
                    on the Board.


                                    -10-

<PAGE>

                    (B). Discretionary Grants. Nonqualified Stock Options
                    to acquire unrestricted or restricted stock may be
                    granted to nonemployee directors of the Company from
                    time to time.

                    (C). Terms Applicable to all Nonemployee Director
                    Options. Each Nonqualified Stock Option granted to a
                    nonemployee director will be granted at an Option Price
                    equal to 100% of the Fair Market Value of the Stock on
                    the Grant Date, will become exercisable with respect to
                    one-third of the underlying shares on each of the
                    first, second and third anniversaries of the Grant
                    Date, and will have a term of ten years. If a
                    nonemployee director ceases to serve as a director of
                    the Company for any reason, any Nonqualified Stock
                    Option granted to such nonemployee director shall be
                    exercisable during its remaining term, to the extent
                    that such Nonqualified Stock Option was exercisable on
                    the date such nonemployee director ceased to be a
                    director.

          (c) Grant of Incentive Stock Options. At the time of the grant of
any Option, the Committee may designate that such Option shall be an
Incentive Stock Option. Any Option designated as an Incentive Stock Option:

               (i) shall have an Option Price of (A) not less than 100% of
          the Fair Market Value of the Stock on the Grant Date or (B) in
          the case of a 10% Owner, not less than 110% of the Fair Market
          Value of the Stock on the Grant Date;

               (ii) shall have a term of not more than ten years (five
          years, in the case of a 10% Owner) from the Grant Date, and shall
          be subject to earlier termination as provided herein or in the
          applicable Award Agreement;

               (iii) shall, if, with respect to any grant, the aggregate
          Fair Market Value of Stock (determined on the Grant Date) of all
          Incentive Stock Options granted under the Plan and "incentive
          stock options" (within the meaning of Section 422 of the Internal
          Revenue Code) granted under any other stock option plan of the
          Grantee's employer or any parent or subsidiary thereof (in either
          case determined without regard to this Article 6(c)) are
          exercisable for the first time during any calendar year exceeds
          $100,000, be treated as Nonqualified Stock Options. For purposes
          of the foregoing sentence, Incentive Stock Options shall be
          treated as Nonqualified Stock Options according to the order in
          which they were granted such that the most recently granted
          Incentive Stock Options are first treated as Nonqualified Stock
          Options.

               (iv) shall be granted within ten years from the earlier of
          the date the Plan is adopted by the Board or the date the Plan is
          approved by the stockholders of the Company; and


                                    -11-

<PAGE>

               (v) shall require the Grantee to notify the Committee of any
          disposition of any Stock issued pursuant to the exercise of the
          Incentive Stock Option under the circumstances described in
          Section 421(b) of the Internal Revenue Code (relating to certain
          disqualifying dispositions), within ten days of such disposition.

          (d)  Grant of Shares of Restricted Stock.

               (i) The Committee may, in its discretion, grant shares of
          restricted Stock to any employee eligible under Article 5 to
          receive Awards.

               (ii) Before the grant of any shares of restricted Stock, the
          Committee shall determine, in its discretion:

                    (A) whether the certificates for such shares shall be
               delivered to the Grantee or held (together with a stock
               power executed in blank by the Grantee) in escrow by the
               Secretary of the Company until such shares become
               nonforfeitable or are forfeited;

                    (B) the per share purchase price of such shares, which
               may be zero; provided, however, that the per share purchase
               price of all such shares (other than treasury shares) shall
               not be less than the Minimum Consideration for each such
               share;

                    (C) the restrictions applicable to such grant and the
               time or times upon which any applicable restrictions on the
               restricted Stock shall lapse; provided, however, that except
               in the case of shares of restricted Stock issued in full or
               partial settlement of another Award or other earned
               compensation, or in the event of the Grantee's termination
               of employment, as determined by the Committee and set forth
               in an Award Agreement, such restrictions shall not lapse
               prior to the third anniversary of the Grant Date of the
               restricted Stock; and

                    (D) whether the payment to the Grantee of dividends, or
               a specified portion thereof, declared or paid on such shares
               by the Company shall be deferred until the lapsing of the
               restrictions imposed upon such shares and shall be held by
               the Company for the account of the Grantee, whether such
               dividends shall be reinvested in additional shares of
               restricted Stock (to the extent shares are available under
               Article 3) subject to the same restrictions and other terms
               as apply to the shares with respect to which such dividends
               are issued or otherwise reinvested in Stock or held in
               escrow, whether interest will be credited to the account of
               the Grantee with respect to any dividends which are not
               reinvested in restricted or unrestricted Stock, and whether
               any Stock dividends issued with respect to the restricted
               Stock to be granted shall be treated as additional shares of
               restricted Stock.


                                    -12-

<PAGE>

               (iii) Payment of the purchase price (if greater than zero)
          for shares of restricted Stock shall be made in full by the
          Grantee before the delivery of such shares and, in any event, no
          later than ten days after the Grant Date for such shares. Such
          payment may be made, as determined by the Committee in its
          discretion, in any one or any combination of the following:

                    (A) cash; or

                    (B) with the prior approval of the Committee, shares of
               restricted or unrestricted Stock owned by the Grantee prior
               to such grant and valued at its Fair Market Value on the
               business day immediately preceding the date of payment;

          provided, however, that, in the case of payment in shares of
          restricted or unrestricted Stock, if the purchase price for
          restricted Stock ("New Restricted Stock") is paid with shares of
          restricted Stock ("Old Restricted Stock"), the restrictions
          applicable to the New Restricted Stock shall be the same as if
          the Grantee had paid for the New Restricted Stock in cash unless,
          in the judgment of the Committee, the Old Restricted Stock was
          subject to a greater risk of forfeiture, in which case a number
          of shares of New Restricted Stock equal to the number of shares
          of Old Restricted Stock tendered in payment for New Restricted
          Stock shall be subject to the same restrictions as the Old
          Restricted Stock, determined immediately before such payment.

               (iv) The Committee may, but need not, provide that all or
          any portion of a Grantee's Award of restricted Stock shall be
          forfeited:

                    (A) except as otherwise specified in the Award
               Agreement, upon the Grantee's Termination of Employment
               within a specified time period after the Grant Date; or

                    (B) if the Company or the Grantee does not achieve
               specified performance goals within a specified time period
               after the Grant Date and before the Grantee's Termination of
               Employment; or

                    (C) upon failure to satisfy such other restrictions as
               the Committee may specify in the Award Agreement.

               (v)  If a share of restricted Stock is forfeited, then:

                    (A) the Grantee shall be deemed to have resold such
               share of restricted Stock to the Company at the lesser of
               (1) the purchase price paid by the Grantee (such purchase
               price shall be deemed to be zero dollars ($0) if no purchase
               price was paid) or (2) the Fair Market Value of a share of
               Stock on the date of such forfeiture;


                                    -13-

<PAGE>

                    (B) the Company shall pay to the Grantee the amount
               determined under clause (A) of this sentence, if not zero,
               as soon as is administratively practicable, but in any case
               within 90 days after forfeiture; and

                    (C) such share of restricted Stock shall cease to be
               outstanding, and shall no longer confer on the Grantee
               thereof any rights as a stockholder of the Company, from and
               after the date of the Company's tender of the payment
               specified in clause (B) of this sentence, whether or not
               such tender is accepted by the Grantee, or the date the
               restricted Stock is forfeited if no purchase price was paid
               for the restricted Stock.

               (vi) Any share of restricted Stock shall bear an appropriate
          legend specifying that such share is non-transferable and subject
          to the restrictions set forth in the Plan and the Award
          Agreement. If any shares of restricted Stock become
          nonforfeitable, the Company shall cause certificates for such
          shares to be issued or reissued without such legend and delivered
          to the Grantee or, at the request of the Grantee, shall cause
          such shares to be credited to a brokerage account specified by
          the Grantee.

          (e)  Grant of Performance Units and Performance Shares.

               (i) The Committee may, in its discretion, grant performance
          units or performance shares to any employee eligible under
          Article 5 to receive Awards.

               (ii) Before the grant of any performance unit or performance
          share, the Committee shall:

                    (A) designate a period, of not less than one year nor
               more than five years, for the measurement of the extent to
               which performance goals are attained (the "Measuring
               Period");

                    (B) determine performance goals applicable to such
               grant; provided, however, that the performance goals with
               respect to a Measuring Period shall be established in
               writing by the Committee by the earlier of (x) the date on
               which a quarter of the Measuring Period has elapsed or (y)
               the date which is ninety (90) days after the commencement of
               the Measuring Period, and in any event while the performance
               relating to the performance goals remain substantially
               uncertain; and

                    (C) assign a "Performance Percentage" to each level of
               attainment of performance goals during the Measuring Period,
               with the percentage applicable to minimum attainment being
               zero percent (0%) and the percentage applicable to optimum
               attainment to be determined by the Committee from time to
               time.


                                    -14-

<PAGE>

               (iii) The performance goals applicable to performance units
          or performance shares shall, in the discretion of the Committee,
          be based on stock price, earnings per share, operating income,
          return on equity or assets, cash flow, EBITDA or any combination
          of the foregoing. Such performance goals may be absolute or
          relative (to prior performance or to the performance of one or
          more other entities or external indices) and may be expressed in
          terms of a progression within a specified range. At the time of
          the granting of performance units or performance shares, or at
          any time thereafter, in either case to the extent permitted under
          Section 162(m) of the Internal Revenue Code and the regulations
          thereunder without adversely affecting the treatment of the
          performance unit or performance share as Performance-Based
          Compensation, the Committee may provide for the manner in which
          performance will be measured against the performance goals (or
          may adjust the performance goals) to reflect the impact of
          specified corporate transactions, special charges, foreign
          currency effects, accounting or tax law changes and other
          extraordinary or nonrecurring events.

               (iv) Prior to the vesting, payment, settlement or lapsing of
          any restrictions with respect to any performance unit or
          performance share that is intended to constitute
          Performance-Based Compensation made to a Grantee who is subject
          to Section 162(m) of the Internal Revenue Code, the Committee
          shall certify in writing that the applicable performance goals
          have been satisfied.

               (v) Unless otherwise expressly stated in the relevant Award
          Agreement, each performance unit and performance share granted
          under the Plan is intended to be Performance-Based Compensation
          and the Committee shall interpret and administer the applicable
          provisions of the Plan in a manner consistent therewith. Any
          provisions inconsistent with such treatment shall be inoperative
          and shall not adversely affect the treatment of performance units
          or performance shares granted hereunder as Performance-Based
          Compensation. The Committee shall not be entitled to exercise any
          discretion otherwise authorized hereunder with respect to such
          performance unit or performance share if the ability to exercise
          such discretion or the exercise of such discretion itself would
          cause the compensation attributable to such performance unit or
          performance share to fail to qualify as Performance-Based
          Compensation.

          (f) Grant of Phantom Stock. The Committee may, in its discretion,
grant shares of phantom stock to any employee who is eligible under Article
5 to receive Awards. Such phantom stock shall be subject to the terms and
conditions established by the Committee and set forth in the applicable
Award Agreement.

          (g) Grant of Director's Shares. There shall be granted Director's
Shares with respect to 1,000 shares of Stock to each nonemployee director
of the Company upon his or her initial election to the Board. Director's
Shares shall be fully vested and transferable upon issuance.


                                    -15-

<PAGE>

          (h) Tandem Awards. The Committee may grant and identify any Award
with any other Award granted under the Plan ("Tandem Award"), other than a
Substitute Option or a Spin-off Option, on terms and conditions determined
by the Committee.

     7.   Non-transferability.

     Unless set forth in the applicable Award Agreement with respect to
Awards other than Incentive Stock Options, no Award (other than an Award of
restricted Stock) granted hereunder shall by its terms be assignable or
transferable except by will or the laws of descent and distribution or, in
the case of an Option other than an Incentive Stock Option, pursuant to a
domestic relations order (within the meaning of Rule 16a-12 promulgated
under the Exchange Act). An Option may be exercised during the lifetime of
a Grantee only by the Grantee or his or her guardian or legal
representatives or, except as would cause an Incentive Stock Option to lose
its status as such, by a bankruptcy trustee. Notwithstanding the foregoing,
the Committee may set forth in the Award Agreement evidencing an Award
(other than an Incentive Stock Option) at the time of grant or thereafter,
that the Award may be transferred to members of the Grantee's immediate
family, to trusts solely for the benefit of such immediate family members
and to partnerships in which such family members and/or trusts are the only
partners, and for purposes of this Plan, a transferee of an Award shall be
deemed to be the Grantee. For this purpose, immediate family means the
Grantee's spouse, parents, children, stepchildren and grandchildren and the
spouses of such parents, children, stepchildren and grandchildren. The
terms of an Award shall be final, binding and conclusive upon the
beneficiaries, executors, administrators, heirs and successors of the
Grantee. Each share of restricted Stock shall be non-transferable until
such share becomes nonforfeitable.

     8.   Exercise.

          (a) Exercise of Options. Subject to Articles 4(c)(vii), 12 and 13
and such terms and conditions as the Committee may impose, each Option
shall be exercisable in one or more installments commencing not earlier
than the first anniversary of the Grant Date of such Option; provided,
however, that all Options held by each Grantee shall become fully (100%)
vested and exercisable upon the occurrence of a Change of Control
regardless of whether the acceleration of the exercisability of such
Options would cause such Options to lose their eligibility for treatment as
Incentive Stock Options. Notwithstanding the foregoing, Options may not be
exercised by a Grantee for such period of time following a hardship
distribution to the Grantee, to the extent such exercise is prohibited
under the applicable provisions of the Internal Revenue Code and any
authority thereunder. Each Option shall be exercised by delivery to the
Company of written notice of intent to purchase a specific number of shares
of Stock subject to the Option. The Option Price of any shares of Stock as
to which an Option shall be exercised shall be paid in full at the time of
the exercise. Payment may be made, as determined by the Committee in its
discretion with respect to Options granted to eligible employees and in all
cases with respect to Options granted to nonemployee directors pursuant to
Article 6(b)(ii), in any one or any combination of the following:

               (i) cash,


                                    -16-

<PAGE>

               (ii) shares of unrestricted Stock held by the Grantee for at
          least six months (or such lesser period as may be permitted by
          the Committee) prior to the exercise of the Option, and valued at
          its Fair Market Value on the last business day immediately
          preceding the date of exercise, or

               (iii) through simultaneous sale through a broker of shares
          of unrestricted Stock acquired on exercise, as permitted under
          Regulation T of the Federal Reserve Board.

     Shares of unrestricted Stock acquired by a Grantee on exercise of
an Option shall be delivered to the Grantee or, at the request of the
Grantee, shall be credited directly to a brokerage account specified by the
Grantee.

          (b)  Exercise of Performance Units.

               (i) Subject to Articles 4(c)(vii), 12 and 13 and such terms
          and conditions as the Committee may impose, and unless otherwise
          provided in the applicable Award Agreement, if, with respect to
          any performance unit, the Committee has determined in accordance
          with Article 6(f)(iv) that the minimum performance goals have
          been achieved during the applicable Measuring Period, then such
          performance unit shall be deemed exercised on the date on which
          it first becomes exercisable.

               (ii) The benefit for each performance unit exercised shall
          be an amount equal to the product of

                    (A) the Unit Value (as defined below), multiplied by

                    (B) the Performance Percentage attained during the
               Measuring Period for such performance unit.

               (iii) The Unit Value shall be, as specified by the Committee,

                    (A) a dollar amount,

                    (B) an amount equal to the Fair Market Value of a share
               of Stock on the Grant Date,

                    (C) an amount equal to the Fair Market Value of a share
               of Stock on the exercise date of the performance unit, plus,
               if so provided in the Award Agreement, an amount ("Dividend
               Equivalent Amount") equal to the Fair Market Value of the
               number of shares of Stock that would have been purchased if
               each dividend paid on a share of Stock on or after the Grant
               Date and on or before the exercise date were invested in
               shares of Stock at a purchase price equal to its Fair Market
               Value on the respective dividend payment date, or


                                    -17-

<PAGE>

                    (D) an amount equal to the Fair Market Value of a share
               of Stock on the exercise date of the performance unit (plus,
               if so specified in the Award Agreement, a Dividend
               Equivalent Amount), reduced by the Fair Market Value of a
               share of Stock on the Grant Date of the performance unit.

               (iv) The benefit upon the exercise of a performance unit
          shall be payable as soon as is administratively practicable (but
          in any event within 90 days) after the later of (A) the date the
          Grantee is deemed to exercise such performance unit, or (B) the
          date (or dates in the event of installment payments) as provided
          in the applicable Award Agreement. Such benefit shall be payable
          in cash, except that the Committee, with respect to any
          particular exercise, may, in its discretion, pay benefits wholly
          or partly in Stock delivered to the Grantee or credited to a
          brokerage account specified by the Grantee. The number of shares
          of Stock payable in lieu of cash shall be determined by valuing
          the Stock at its Fair Market Value on the business day next
          preceding the date such benefit is to be paid.

          (c) Payment of Performance Shares. Subject to Articles 4(c)(vii),
12 and 13 and such terms and conditions as the Committee may impose, and
unless otherwise provided in the applicable Award Agreement, if the
Committee has determined in accordance with Article 6(f)(iv) that the
minimum performance goals with respect to an Award of performance shares
have been achieved during the applicable Measuring Period, then the Company
shall pay to the Grantee of such Award (or, at the request of the Grantee,
deliver to a brokerage account specified by the Grantee) shares of Stock
equal in number to the product of the number of performance shares
specified in the applicable Award Agreement multiplied by the Performance
Percentage achieved during such Measuring Period, except to the extent that
the Committee in its discretion determines that cash be paid in lieu of
some or all of such shares of Stock. The amount of cash payable in lieu of
a share of Stock shall be determined by valuing such share at its Fair
Market Value on the business day next preceding the date such cash is to be
paid. Payments pursuant to this Article 8(d) shall be made as soon as
administratively practicable (but in any event within 90 days) after the
end of the applicable Measuring Period. Any performance shares with respect
to which the performance goals have not been achieved by the end of the
applicable Measuring Period shall expire.

          (d) Payment of Phantom Stock Awards. Upon the vesting of a
phantom stock Award, the Grantee shall be entitled to receive a cash
payment in respect of each share of phantom stock which shall be equal to
the Fair Market Value of a share of Stock as of the date the phantom stock
Award was granted, or such other date as determined by the Committee at the
time the phantom stock Award was granted. The Committee may, at the time a
phantom stock Award is granted, provide a limitation on the amount payable
in respect of each share of phantom stock. In lieu of a cash payment, the
Committee may settle phantom stock Awards with shares of Stock having a
Fair Market Value equal to the cash payment to which the Grantee has become
entitled.


                                    -18-

<PAGE>

          (e) Exercise, Cancellation, Expiration or Forfeiture of Tandem
Awards. Upon the exercise, cancellation, expiration, forfeiture or payment
in respect of any Award which is identified with any Tandem Award pursuant
to Article 6(i), the Tandem Award shall automatically terminate to the
extent of the number of shares in respect of which the Award is so
exercised, cancelled, expired, forfeited or paid, unless otherwise provided
by the Committee at the time of grant of the Tandem Award or thereafter.

     9.   Spin-off and Substitute Options.

     Spin-off Options and Substitute Options shall be issued under this
Plan pursuant to and in accordance with the terms of the Benefits
Agreement. Spin-off Options and Substitute Options shall be governed by the
terms of the Plan to the extent that the terms of the Plan do not conflict
with the terms of the agreements evidencing the Spin-off Options and
Substitute Options.

     10.  Effect of Certain Transactions.

     With respect to any Award which relates to Stock, in the event of
(i) the liquidation or dissolution of the Company or (ii) a merger or
consolidation of the Company (a "Transaction"), the Plan and the Awards
issued hereunder shall continue in effect in accordance with their
respective terms, except that following a Transaction either (i) each
outstanding Award shall be treated as provided for in the agreement entered
into in connection with the Transaction (the "Transaction Agreement") or
(ii) if not so provided in the Transaction Agreement, each Grantee shall be
entitled to receive in respect of each share of Stock subject to any
outstanding Awards, upon the vesting, payment or exercise of the Award (as
the case may be), the same number and kind of stock, securities, cash,
property, or other consideration that each holder of a share of Stock was
entitled to receive in the Transaction in respect of a share of Stock.

     11.  Mandatory Withholding Taxes.

     The Company shall have the right to deduct from any distribution
of cash to any Grantee an amount equal to the federal, state and local
income taxes and other amounts as may be required by law to be withheld
(the "Withholding Taxes") with respect to any Award. If a Grantee is to
experience a taxable event in connection with (i) the receipt of an Award,
(ii) the receipt of shares pursuant to an Option exercise, (iii) the
vesting or payment of another type of Award or (iv) any other event in
connection with the Plan (a "Taxable Event"), the Grantee shall pay the
Withholding Taxes to the Company prior to the issuance, or release from
escrow, of such Award or shares or vesting or payment of such Award or
occurrence of such event, as applicable. Payment of the applicable
Withholding Taxes may be made, as determined by the Committee in its
discretion, in any one or any combination of (i) cash, (ii) shares of
restricted or unrestricted Stock owned by the Grantee prior to the Taxable
Event and valued at its Fair Market Value on the business day immediately
preceding the date of exercise, or (iii) by making a Tax Election (as
described below). For purposes of this Article 11, the Committee may
provide in the Award Agreement at the time of grant, or at any time
thereafter, that the Grantee, in satisfaction of the obligation to pay
Withholding Taxes to the Company, may elect to have withheld a portion of
the shares then issuable to him or her having an aggregate Fair Market
Value equal to the Withholding Taxes.


                                    -19-

<PAGE>

     12.  Termination of Employment.

     The Award Agreement pertaining to each Award shall set forth the
terms and conditions applicable to such Award upon a Termination of
Employment of the Grantee by the Company, a Subsidiary or an operating
division or unit, which, except for Options granted to nonemployee
directors pursuant to Article 6(b)(ii), shall be as the Committee may, in
its discretion, determine at the time the Award is granted or thereafter.

     13.  Securities Law Matters.

          (a) If the Committee deems it necessary to comply with the
Securities Act of 1933, the Committee may require a written investment
intent representation by the Grantee and may require that a restrictive
legend be affixed to certificates for shares of Stock.

          (b) If, based upon the opinion of counsel for the Company, the
Committee determines that the exercise or nonforfeitability of, or delivery
of benefits pursuant to, any Award would violate any applicable provision
of (i) federal or state securities law, (ii) the listing requirements of
any national securities exchange on which are listed any of the Company's
equity securities or (iii) any other law or regulation, then the Committee
may postpone any such exercise, nonforfeitability or delivery, as the case
may be, but the Company shall use its best efforts, if applicable, to cause
such exercise, nonforfeitability or delivery to comply with all such
provisions at the earliest practicable date.

          (c) Notwithstanding any provision of the Plan or any Award
Agreement to the contrary, no shares of Stock shall be issued to any
Grantee in respect of any Award prior to the time a registration statement
under the Securities Act of 1933 is effective with respect to such shares.

     14.  No Funding Required.

     Benefits payable under the Plan to any person shall be paid directly
by the Company. The Company shall not be required to fund, or otherwise
segregate assets to be used for payment of, benefits under the Plan.

     15.  No Employment Rights.

     Neither the establishment of the Plan, nor the granting of any Award
shall be construed to (a) give any Grantee the right to remain employed by
the Company or any of its Subsidiaries or to any benefits not specifically
provided by the Plan or (b) in any manner modify the right of the Company
or any of its Subsidiaries to modify, amend, or terminate any of its
employee benefit plans.


                                    -20-

<PAGE>

     16.  Rights as a Stockholder.

     A Grantee shall not, by reason of any Award (other than restricted
Stock), have any right as a stockholder of the Company with respect to the
shares of Stock which may be deliverable upon exercise or payment of such
Award until such shares have been delivered to him. Shares of restricted
Stock held by a Grantee or held in escrow by the Secretary of the Company
shall confer on the Grantee all rights of a stockholder of the Company,
except as otherwise provided in the Plan.

     17.  Nature of Payments.

     Any and all grants, payments of cash, or deliveries of shares of Stock
hereunder shall constitute special incentive payments to the Grantee and
shall not be taken into account in computing the amount of salary or
compensation of the Grantee for the purposes of determining any pension,
retirement, death or other benefits under (a) any pension, retirement,
profit-sharing, bonus, life insurance or other employee benefit plan of the
Company or any of its Subsidiaries or (b) any agreement between the Company
or any Subsidiary, on the one hand, and the Grantee, on the other hand,
except as such plan or agreement shall otherwise expressly provide.

     18.  Non-Uniform Determinations.

     Neither the Committee's nor the Board's determinations under the Plan
need be uniform and may be made by the Committee or the Board selectively
among persons who receive, or are eligible to receive, Awards (whether or
not such persons are similarly situated). Without limiting the generality
of the foregoing, the Committee shall be entitled, among other things, to
make non-uniform and selective determinations, to enter into non-uniform
and selective Award Agreements as to (a) the identity of the Grantees, (b)
the terms and provisions of Awards, and (c) the treatment of Terminations
of Employment.

     19.  Adjustments.

     In the event of Change in Capitalization, the Committee shall, in its
sole discretion, make equitable adjustment of

          (a)  the aggregate number and class of shares of Stock or other
               stock or securities available under Article 3,

          (b)  the number and class of shares of Stock or other stock or
               securities covered by an Award and to be covered by Options
               granted to nonemployee directors pursuant to Article
               6(b)(ii),

          (c)  the Option Price applicable to outstanding Options,


                                    -21-

<PAGE>

          (d)  the terms of performance unit and performance share grants
               (to the extent permitted under Section 162(m)) of the
               Internal Revenue Code and the regulations thereunder without
               adversely affecting the treatment of the performance unit or
               performance share as Performance-Based Compensation,

          (e)  the Fair Market Value of Stock to be used to determine the
               amount of the benefit payable upon exercise of performance
               units, performance shares or phantom stock,

          (f)  the maximum number and class of shares of Stock or other
               securities with respect to which Awards may be granted to
               any individual in any three calendar year period, and

          (g)  the number and class of shares of Stock or other securities
               with respect to which Director Shares are to be granted
               under Article 6(h).

     20.  Amendment of the Plan.

     The Board may from time to time in its discretion amend or modify
the Plan without the approval of the stockholders of the Company, except as
such stockholder approval may be required (a) to retain Incentive Stock
Option treatment under Section 422 of the Internal Revenue Code, (b) to
permit transactions in Stock pursuant to the Plan to be exempt from
potential liability under Section 16(b) of the 1934 Act or (c) under the
listing requirements of any securities exchange on which any of the
Company's equity securities are listed.

     21.  Termination of the Plan.

     The Plan shall terminate on the tenth (10th) anniversary of the
Effective Date or at such earlier time as the Board may determine. Any
termination, whether in whole or in part, shall not affect any Award then
outstanding under the Plan.

     22.  No Illegal Transactions.

     The Plan and all Awards granted pursuant to it are subject to all
laws and regulations of any governmental authority which may be applicable
thereto; and notwithstanding any provision of the Plan or any Award,
Grantees shall not be entitled to exercise Awards or receive the benefits
thereof and the Company shall not be obligated to deliver any Stock or pay
any benefits to a Grantee if such exercise, delivery, receipt or payment of
benefits would constitute a violation by the Grantee or the Company of any
provision of any such law or regulation or applicable court order.


                                    -22-

<PAGE>

     23.  Governing Law.

     Except where preempted by federal law, the law of the State of
Delaware shall be controlling in all matters relating to the Plan, without
giving effect to the conflicts of law principles thereof.

     24.  Severability.

     If all or any part of the Plan is declared by any court or
governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not serve to invalidate any portion of the Plan not
declared to be unlawful or invalid. Any Article or part of an Article so
declared to be unlawful or invalid shall, if possible, be construed in a
manner which will give effect to the terms of such Article or part of an
Article to the fullest extent possible while remaining lawful and valid.

     25.  Translations.

     Any inconsistency between the terms of the Plan or any Award
Agreement and the corresponding translation thereof into a language other
than English shall be resolved by reference, solely, to the English
language document.


                                    -23-