EXHIBIT 4.1
                             DEL LABORATORIES, INC.
                                 1994 STOCK PLAN
                     AS AMENDED AND RESTATED ON MAY 23, 2002

           1. PURPOSES. The 1994 Stock Plan, as amended and restated (the
"Plan"), is intended to promote the interests of Del Laboratories, Inc. (the
"Company") and its stockholders by providing an incentive and reward for those
persons who are in a position to contribute substantially to the progress and
success of the Company and its subsidiaries, including executive officers, other
employees, non-employee consultants and other persons providing services, and
thereby encourage such persons to put forth their greatest efforts to secure
such progress and success; to closely align the interests of such persons with
the interests of stockholders of the Company by linking rewards hereunder to
stock performance; to retain in the Company and its subsidiaries the benefits of
the services of such persons by providing a means by which competitive
compensation may be offered; and to attract to the service of the Company new
employees, consultants and service providers of high quality. The Plan is
intended to qualify certain compensation awarded under the Plan as
"performance-based" compensation under Code Section 162(m) to the extent deemed
appropriate by the Committee which administers the Plan.

           2. DEFINITIONS. In addition to terms defined elsewhere in the Plan,
the following terms used in the Plan shall have the meanings set forth below:

                     (a) "Annual Limit" shall have the meaning defined in
           Section 5.

                     (b) "Award" shall mean any Option, LSAR, Restricted Stock,
           Deferred Stock, Shares granted as a bonus or in lieu of other awards,
           Dividend Equivalent, or Other Share-Based Award, or any other right
           or interest granted to a Participant under the Plan.

                     (c) "Board of Directors" and "Board" shall mean the Board
           of Directors of the Company as constituted from time to time.

                     (d) "Code" shall mean the Internal Revenue Code of 1986, as
           amended from time to time. References to any provision of the Code
           shall be deemed to include regulations and proposed regulations
           thereunder and successor provisions and regulations thereto.

                     (e) "Committee" shall mean a committee of two or more
           directors designated by the Board to administer the Plan, subject to
           Section 3(a); provided, however, that directors appointed as members
           of the Committee shall not be employees of the Company or any
           subsidiary. In appointing members of the Committee, the Board will
           consider whether a member is or will be a Qualified Member, but such
           members are not required to be Qualified Members at the time of
           appointment or during their term of service on the Committee.
           Initially, the Stock Option Committee of the Board shall be the
           Committee hereunder.

                     (f) "Covered Employee" shall mean a person who is an
           executive officer deemed by the Committee, prior to the 90th day of a
           given fiscal year but in no event later than expiration of 25% of the
           performance period, as reasonably likely to be a "named executive
           officer" in the Summary Compensation Table of the Company's proxy
           statement reporting compensation paid to such person for such fiscal
           year and whose compensation over $1 million potentially would be
           subject to restrictions on deductibility under Section 162(m) of the
           Code; provided, however, that the Committee may determine that a
           Participant has ceased to be a Covered Employee prior to payout of
           any Award.



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                     (g) "Deferred Stock" shall mean a right, granted to a
           Participant under Section 6(e), to receive Shares at the end of a
           specified deferral period.

                     (h) "Dividend Equivalent" shall mean a right, granted to a
           Participant under Section 6(g), to receive cash, Shares, other
           Awards, or other property equal in value to dividends paid with
           respect to a specified number of Shares, or other periodic payments.
           Dividend Equivalents may be awarded on a free-standing basis or in
           connection with another Award, and may be paid currently or on a
           deferred basis.

                     (i) "Exchange Act" shall mean the Securities Exchange Act
           of 1934, as amended from time to time. References to any provision of
           the Exchange Act shall be deemed to include the rules and regulations
           thereunder and successor provisions and rules and regulations
           thereto.

                     (j) "Fair Market Value" of a Share shall be the fair market
           value as determined by the Committee. If not otherwise determined by
           the Committee, "Fair Market Value" of a Share shall be the mean of
           the highest and lowest quoted sales prices of a Share on the
           composite tape for American Stock Exchange- listed securities (or, if
           the Common Stock is not listed for trading on the American Stock
           Exchange, such other principal exchange or the Nasdaq National Market
           on which such Shares are then listed or quoted) on a specified date;
           or if such Shares are not then listed on any exchange or quoted in
           the Nasdaq National Market then the Fair Market Value of such Shares
           shall be the mean of the high bid and low asked prices of the Shares
           in the over-the-counter market on the specified date. For this
           purpose, the specified date may be the day as of which Fair Market
           Value is to be determined or the preceding trading day, provided
           that, if no trade was reported or bid/asked prices quoted (as the
           case may be) for the specified date, the specified date will be the
           latest preceding date on which a trade was reported or bid/asked
           prices were quoted.

                     (k) "Incentive Stock Option" or "ISO" shall mean an
           incentive stock option within the meaning of Section 422 of the Code.

                     (l) "LSAR" or "Limited Stock Appreciation Right" shall mean
           the right granted to a Participant under Section 6(c) to be paid an
           amount, in the event of a Change in Control, measured by the
           appreciation in the Fair Market Value of a Share from the date of
           grant to the date of exercise of the right, with payment to be made
           in cash, Shares, or other Awards as specified in the Award or
           determined by the Committee.

                     (m) "Non-Qualified Stock Option" shall mean an Option which
           is not an ISO.

                     (n) "Option" shall mean an option for the purchase of
           Shares granted under Section 6(b) of the Plan, which will be either
           an ISO or Non-Incentive Stock Option.

                     (o) "Other Share-Based Award" shall mean a right, granted
           to Participant under Section 6(h), that relates to or is valued by
           reference to Shares, other Awards relating to Shares, or other
           property.



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                     (p) "Participant" shall mean a person who has been selected
           by the Committee to be granted an Award and who continues to have
           rights or obligations in respect of such Award.

                     (q) "Qualified Member" shall mean a member of the Board who
           is a "Non-Employee Director" within the meaning of Rule 16b-3(b)(3)
           and an "outside director" within the meaning of Regulation
           1.162-27(e)(3) under Code Section 162(m).

                     (r) "Restricted Stock" shall mean an award of Shares to a
           Participant under Section 6(d) that may be subject to certain
           restrictions and to a risk of forfeiture.

                     (s) "Rule 16b-3" shall mean Rule 16b-3, as from time to
           time in effect and applicable to the Plan and Participants,
           promulgated by the Securities and Exchange Commission under Section
           16 of the Exchange Act.

                     (t) "Share" shall mean a share of Common Stock, par value
           $1.00 per share, of the Company, and such other securities as may be
           substituted or resubstituted for Shares pursuant to Section 10.

                     (u) "Subsidiary" or "Subsidiaries" shall mean any
           subsidiary of the Company within the meaning of Section 424 of the
           Code.

           3. ADMINISTRATION.

           (a) AUTHORITY OF THE COMMITTEE. Except to the extent authority is
reserved to the Board under the terms of the Plan, the Company's Certificate of
Incorporation or Bylaws, or applicable law, the Committee shall have full
authority in its sole discretion to administer the Plan, including, but without
limiting the generality of the foregoing, determining the persons to whom Awards
shall be granted; the type of Award and the number of Shares to which each Award
shall relate; the time of such grants; the terms of payment, if any, relating to
any Award; the dates on which Awards may be exercised or the risk of forfeiture
or deferral period relating to Awards shall lapse or terminate, and the
acceleration of any such dates; the expiration date of Awards; whether, to what
extent, and under what circumstances an Award may be settled, or the exercise
price of an Award may be paid, in cash, Shares, other Awards, or other property;
and all other terms and conditions of Awards. The Committee shall also have full
power, in its sole discretion, to interpret the Plan, and to prescribe, amend,
and rescind rules and regulations relating thereto and agreements relating to
Awards, and to make all other determinations under the Plan, subject to the
terms of the Plan. Decisions of the Committee with respect to the administration
and interpretation of the Plan shall be final, conclusive, and binding upon all
persons interested in the Plan. Notwithstanding the foregoing, the Board may
perform any function of the Committee under the Plan, including for the purpose
of ensuring that transactions under the Plan by Participants who are then
subject to Section 16 of the Exchange Act in respect of the Company are exempt
under Rule 16b-3. In any case in which the Board is performing a function of the
Committee under the Plan, each reference to the Committee herein shall be deemed
to refer to the Board, except where the context otherwise requires.



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           (b) MANNER OF EXERCISE OF COMMITTEE AUTHORITY.

                     (i) At any time that a member of the Committee is not a
           Qualified Member, (A) any action of the Committee relating to an
           Award intended by the Committee to qualify as "performance-based
           compensation" within the meaning of Code Section 162(m) and
           regulations thereunder may be taken by a subcommittee, designated by
           the Committee, composed solely of two or more Qualified Members, and
           (B) any action relating to an Award granted or to be granted to a
           Participant who is then subject to Section 16 of the Exchange Act in
           respect of the Company may be taken either by such a subcommittee or
           by the Committee but with each such member who is not a Qualified
           Member abstaining or recusing himself or herself from such action,
           provided that, upon such abstention or recusal, the Committee remains
           composed of two or more Qualified Members. Such action, authorized by
           such a subcommittee or by the Committee upon the abstention or
           recusal of such non-Qualified Member(s), shall be the action of the
           Committee for purposes of the Plan.

                     (ii) Any action of the Committee shall be final, conclusive
           and binding on all persons, including the Company, its subsidiaries,
           Participants, beneficiaries, transferees (to the extent permitted
           hereunder), or other persons claiming rights from or through a
           Participant, and stockholders. The express grant of any specific
           power to the Committee, and the taking of any action by the
           Committee, shall not be construed as limiting any power or authority
           of the Committee.

                     (iii) The Committee shall select one of its members as its
           chairman and shall hold meetings at such times and places as it shall
           deem advisable. Any action of the Committee shall be taken with the
           approval of a majority of its members present and voting at a meeting
           duly called and held at which a quorum is present. A majority of the
           Committee's members shall constitute a quorum. Any action may be
           taken by a written instrument signed by all members of the Committee
           and such action shall be fully as effective as if taken by a majority
           of the members at a meeting duly called and held. The Secretary of
           the Company shall be ex officio the Secretary of the Committee. The
           Board may fill any vacancy in the Committee.

                     (iv) The Committee may delegate to officers or managers of
           the Company or any subsidiary, or committees thereof, the authority,
           subject to such terms as the Committee shall determine, to perform
           such functions, including administrative functions, as the Committee
           may determine, to the extent that such delegation will not result in
           the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to
           Participants subject to Section 16 of the Exchange Act in respect of
           the Company and will not cause Awards intended to qualify as
           "performance-based compensation" under Code Section 162(m) to fail to
           so qualify. The Committee may appoint agents to assist it in
           administering the Plan.

           (c) LIMITATION OF LIABILITY. Each member of the Committee shall be
entitled to, in good faith, rely or act upon any report or other information
furnished to him by any officer or other employee of the Company or any
Subsidiary, the Company's independent certified public accountants, or any
executive compensation consultant, legal counsel or other professional retained
by the Company to assist in the administration of the Plan. No member of the
Committee, nor any officer or employee of the Company or a Subsidiary acting on
behalf of the Committee, shall be personally liable for any action,
determination, or interpretation taken or made in good faith with respect to the
Plan, and such persons shall, to the extent permitted by law, be fully
indemnified and protected by the Company with respect to any such action,
determination, or interpretation.



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           4. SHARES SUBJECT TO THE PLAN.

                     (a) NUMBER OF SHARES RESERVED AND AVAILABLE. Subject to
           adjustment as provided in Section 10 hereof, the total number of
           Shares reserved for delivery to Participants in connection with
           Awards under the Plan shall be (i) 1,100,000 plus (ii) the 100,000
           Shares that were originally authorized and reserved in 1994 for
           Awards under the Plan. If any Shares subject to an Award or an award
           outstanding under the 1984 Plan or the 1971 Plan (an "Existing Plan
           Award") at or after the effective date of the Plan are forfeited or
           such Award or Existing Plan Award is settled in cash or otherwise
           terminates or is settled without delivery of Shares to the
           Participant, such number of Shares shall also be available for new
           Awards under the Plan. In addition, Shares withheld in payment of
           taxes relating to any such Award or Existing Plan Award, and a number
           of Shares subject to such Award or Existing Plan Award equal to the
           number surrendered in payment of any exercise or purchase price or in
           payment of taxes relating to any such Award or Existing Plan Award,
           shall likewise be deemed to constitute Shares not delivered to the
           Participant and shall be deemed to be available for new Awards under
           the Plan. In addition, in the case of any Award granted in
           substitution for an award of a company or business acquired by the
           Company or a Subsidiary, Shares issued or issuable in connection with
           such substitute Award shall not be counted against the number of
           Shares reserved under the Plan, but shall be deemed to be available
           under the Plan by virtue of the Company's assumption of the plan or
           arrangement of the acquired company or business.

                     (b) SHARE COUNTING RULES. The Committee may adopt
           procedures for the counting of Shares under this Section 4 to ensure
           appropriate counting, avoid double counting (as in the case of tandem
           or substitute Awards), and provide for adjustments in any case in
           which the number of Shares actually delivered differs from the number
           of Shares previously counted in connection with an Award or award.
           Any Shares delivered pursuant to an Award may consist, in whole or in
           part, of authorized and unissued Shares or Treasury Shares.

           5. PERSONS ELIGIBLE; ANNUAL LIMITATIONS. Persons eligible to receive
Awards shall be the executive officers of the Company, other employees of the
Company and its Subsidiaries, non-employee consultants and other persons
providing substantial services to the Company and its Subsidiaries, and any
person who has been offered employment by the Company or a Subsidiary, provided
that such prospective employee may not receive any payment or exercise any right
relating to an Award until such person has commenced employment with the Company
or a Subsidiary. In each calendar year during any part of which the Plan is in
effect, a Participant may be granted Awards under each of Section 6(b), 6(c),
6(d), 6(e), 6(f), 6(g) or 6(h) relating to up to the Participant's Annual Limit
(such Annual Limit to apply separately to Awards under each subsection). A
Participant's Annual Limit, in any year during any part of which the Participant
is then eligible under the Plan, shall equal 500,000 shares plus the amount of
the Participant's unused Annual Limit relating to the same type of Award as of
the close of the previous year, subject to adjustment as provided in Section 10.
In the case of an Award which is not valued in a way in which the limitation set
forth in the preceding sentence would operate as an effective limitation
satisfying Treasury Regulation 1.162-27(e)(4), no Participant may be paid during
any calendar year an amount that exceeds his or her Annual Limit, which for this
purpose shall equal the Fair Market Value of the Annual Limit specified in the
preceding sentence, as of the date of grant or the date of settlement of the
Award, whichever is the greater (this limitation is separate and not affected by
the number of Awards granted during such calendar year subject to the limitation
in the preceding sentence).



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           6. SPECIFIC TERMS OF AWARDS.

           (a) GENERAL. Awards may be granted on the terms and conditions set
forth in this Section 6 and otherwise in accordance with the Plan. In addition,
the Committee may impose on any Award or the exercise thereof, at the date of
grant or thereafter (subject to Section 12(e)), such additional terms and
conditions, not inconsistent with the provisions of the Plan, as the Committee
shall determine, including terms requiring forfeiture of Awards in the event of
termination of employment or service by the Participant. The Committee shall
retain full power and discretion with respect to any term or condition of an
Award that is not mandatory under the Plan. Except to the extent other forms of
consideration must be paid to satisfy the requirements of the Delaware General
Corporation Law that lawful consideration be paid for Shares or as otherwise
determined by the Committee, only services may be required as consideration for
the grant (but not the exercise) of any Award.

           (b) OPTIONS. The Committee is authorized to grant Options to
Participants on the following terms and conditions:

                     (i) EXERCISE PRICE. The exercise price per Share
           purchasable under an Option shall be determined by the Committee;
           PROVIDED, HOWEVER, that, except as provided in Section 7(a), such
           exercise price shall be not less than the Fair Market Value of a
           Share on the date of grant of such Option and, in all cases, shall be
           not less than par value of a Share.

                     (ii) TIME AND METHOD OF EXERCISE. The Committee shall
           determine the time or times at which or the circumstances under which
           an Option may be exercised in whole or in part, the methods by which
           such exercise price may be paid or deemed to be paid, the form of
           such payment, including, without limitation, cash, Shares, other
           Awards or awards granted under other plans of the Company or its
           Subsidiaries, or other property (including notes or other contractual
           obligations of Participants to make payment on a deferred basis, such
           as through "cashless exercise" arrangements, to the extent permitted
           by applicable law), and the methods by which Shares will be delivered
           or deemed to be delivered to Participants.

                     (iii) ISOS. The terms of any ISO granted under the Plan
           shall comply in all respects with the provisions of Section 422 of
           the Code, including but not limited to the requirement that no ISO
           shall be granted more than ten years after the effective date of the
           Plan. Anything in the Plan to the contrary notwithstanding, no
           provision of the Plan relating to ISOs shall be interpreted, amended,
           or altered, nor shall any discretion or authority granted under the
           Plan be exercised, so as to disqualify either the Plan or any ISO
           under Section 422 of the Code, unless the Participant has first
           requested the change that will result in such disqualification.

                     (iv) RESTRICTION ON SALE OR DISPOSITION OF SHARES SUBJECT
           TO NON-QUALIFIED OPTIONS. In connection with the grant of an Option
           which is not an ISO, the Committee may specify a period of time
           during which the sale or other disposition of Shares acquired
           pursuant to such Option shall be restricted, which period shall be
           not less than six months nor more than three years after exercise of
           an Option ("Restricted Period"). In the case of such Shares, unless
           otherwise determined by the Committee:



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                               (A) During the Restricted Period, such Shares may
                     not be sold, transferred, pledged, assigned or otherwise
                     disposed by the holder thereof except that the optionee may
                     offer the Shares to the Company and the Company may
                     purchase up to all the Shares offered, in its sole
                     discretion, during such period at a price equal to the
                     exercise price of the Shares. Furthermore, upon termination
                     of the optionee's employment with or service to the Company
                     or its subsidiaries during the Restricted Period for
                     reasons other than death, disability or retirement due to
                     advanced age, such optionee shall be required, upon written
                     request of the Company made during the Restricted Period,
                     to sell to the Company up to all of the Shares purchased at
                     the exercise price. If the Company does not require such
                     sale, the optionee shall continue to hold such shares
                     subject to the restrictions imposed by this clause (A).

                               (B) After the end of the Restricted Period, in
                     the event the holder of such Shares desires to sell such
                     Shares, such holder shall first offer by written notice
                     such Shares to the Company at the Fair Market Value thereof
                     on the date of such notice and the Company shall have until
                     the close of business on the seventh business day after
                     receipt of such offer to accept it in whole or in part by
                     written notice thereof. If the Company shall elect to
                     purchase such Shares it shall pay cash therefor on the
                     fifth business day following the date of the notice of the
                     acceptance of the offer. If the Company shall not elect to
                     purchase such Shares, the offering holder shall then be
                     free to sell all Shares offered to and not acquired by the
                     Company for a period of 30 days beginning on the first
                     business day after the date the Company gives notice that
                     it does not elect to purchase such Shares or after
                     expiration of the period within which the Company can elect
                     to purchase, whichever is sooner. Upon the expiration of
                     such 30 day period, the holder must again offer the Shares
                     to the Company as aforesaid before any sale thereof. The
                     restrictions contained in this clause (B) shall be
                     applicable to persons who succeed, by will or by reason of
                     the laws of descent and distribution, to the rights of
                     holders of non-ISO Options or Shares acquired upon exercise
                     thereof.

                     (v) RIGHT OF FIRST REFUSAL CONCERNING SHARES SUBJECT TO
           ISOS. The right of first refusal granted to the Company with respect
           to the sale or disposition of Shares acquired pursuant to the
           exercise of a non-ISO set forth in Clause (B) of subparagraph (iv)
           above may be applicable to Shares acquired pursuant to the exercise
           of ISOs from the date of exercise of such Options, if and to the
           extent determined by the Committee.

           (c) LIMITED STOCK  APPRECIATION  RIGHTS.  The Committee is authorized
to grant LSARs to Participants on the following terms and conditions:

                     (i) GRANT. The Committee, in connection with any Option,
           either at the time the Option is granted or any other time thereafter
           while the Option is outstanding, may grant to any optionee an LSAR
           entitling the holder, in the event of a Change in Control of the
           Company, to receive from the Company at any time during the 60-day
           period following such Change in Control, in lieu of exercising such
           Option, an amount of cash equal to the excess of (x) the Fair Market
           Value of a Share as to which the LSAR is exercised (determined as of
           the effective date of the Change in Control) over (y) the exercise
           price, times the number of shares as to which such LSAR is exercised.

                     (ii) PAYMENT. An optionee who exercises an LSAR will
           receive payment of the amount of cash due within 20 business days
           after such exercise.



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                     (iii) CONDITIONS TO EXERCISE. An LSAR will be exercisable
           only if and to the extent the underlying Option is otherwise
           exercisable and will be transferable only if and to the extent the
           Option is otherwise transferable. In the event of the death of an
           optionee, an LSAR may be exercised following a Change in Control only
           to the extent the related Option may be exercised by such person's
           executor or legal representative. In addition, in the case of an ISO,
           any exercise of an LSAR can only be made when the Fair Market Value
           of the Shares subject to the ISO exceeds the exercise price of such
           Option.

                     (iv) TERMINATION. Upon the exercise of an Option pursuant
           to the Plan, the LSAR relating to the Shares covered by such Option
           shall terminate. Upon the exercise of an LSAR, the related Option, to
           the extent the number of Shares with respect to which such LSAR was
           exercised, shall terminate. If any Option shall expire or terminate
           for any reason without having been exercised in full, the LSAR with
           respect thereto shall terminate.

           (d) RESTRICTED STOCK. The Committee is authorized to grant Restricted
Stock to Participants on the following terms and conditions:

                     (i) GRANT AND RESTRICTIONS. Restricted Stock shall be
           subject to such restrictions on transferability, risk of forfeiture
           and other restrictions, if any, as the Committee may impose, which
           restrictions may lapse separately or in combination at such times,
           under such circumstances (including based on achievement of
           performance goals and/or future service requirements), in such
           installments, or otherwise, as the Committee may determine. Except to
           the extent restricted under the terms of the Plan and any Award
           agreement relating to the Restricted Stock, a Participant granted
           Restricted Stock shall have all of the rights of a stockholder
           including, without limitation, the right to vote Restricted Stock and
           the right to receive dividends thereon (subject to any mandatory
           reinvestment or other requirement imposed by the Committee).

                     (ii) FORFEITURE. Except as otherwise determined by the
           Committee, upon termination of employment or service during the
           applicable restriction period, Restricted Stock that is at that time
           subject to restrictions shall be forfeited and reacquired by the
           Company; provided, however, that the Committee may provide, by rule
           or regulation or in any Award agreement, or may determine in any
           individual case, that restrictions or forfeiture conditions relating
           to Restricted Stock will lapse in whole or in part in the event of
           terminations resulting from specified causes.

                     (iii) CERTIFICATES FOR SHARES. Restricted Stock granted
           under the Plan may be evidenced in such manner as the Committee shall
           determine. Unless otherwise determined by the Committee, if
           certificates representing Restricted Stock are registered in the name
           of the Participant, such certificates shall bear an appropriate
           legend referring to the terms, conditions, and restrictions
           applicable to such Restricted Stock, the Company shall retain
           physical possession of the certificates, and the Participant shall
           have delivered a stock power to the Company, endorsed in blank,
           relating to the Restricted Stock.

                     (iv) DIVIDENDS AND SPLITS. Dividends paid on Restricted
           Stock shall be either paid at the dividend payment date in cash or in
           unrestricted Shares having a Fair Market Value equal to the amount of
           such dividends, or the payment of such dividends shall be deferred
           and/or the amount or value thereof automatically reinvested in
           additional Restricted Stock, other Awards, or other investment
           vehicles, as the Committee shall determine or permit the Participant
           to elect. Shares distributed in connection with a stock split or
           stock dividend, and other property distributed as a dividend, shall
           be subject to restrictions and a risk of forfeiture to the same
           extent as the Restricted Stock with respect to which such Shares or
           other property has been distributed.



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           (e) DEFERRED STOCK. The Committee is authorized to grant Deferred
Stock to Participants, subject to the following terms and conditions:

                     (i) AWARD AND RESTRICTIONS. Delivery of Shares will occur
           upon expiration of the deferral period specified for an Award of
           Deferred Stock by the Committee (or, if permitted by the Committee,
           as elected by the Participant). In addition, Deferred Stock shall be
           subject to such restrictions (which may include a risk of forfeiture)
           as the Committee may impose, if any, which restrictions may lapse at
           the expiration of the deferral period or at earlier specified times
           (including based on achievement of performance goals and/or future
           service requirements), separately or in combination, in installments,
           or otherwise, as the Committee may determine.

                     (ii) FORFEITURE. Except as otherwise determined by the
           Committee, upon termination of employment or service (as determined
           under criteria established by the Committee) during the applicable
           deferral period or portion thereof to which forfeiture conditions
           apply (as provided in the Award agreement evidencing the Deferred
           Stock), all Deferred Stock that is at that time subject to deferral
           (other than a deferral at the election of the Participant) shall be
           forfeited; provided, however, that the Committee may provide, by rule
           or regulation or in any Award agreement, or may determine in any
           individual case, that restrictions or forfeiture conditions relating
           to Deferred Stock will lapse in whole or in part in the event of
           terminations resulting from specified causes.

           (f) BONUS SHARES AND AWARDS IN LIEU OF CASH OBLIGATIONS. The
Committee is authorized to grant Shares as a bonus, or to grant Shares or other
Awards in lieu of obligations of the Company or a Subsidiary to pay cash under
other plans or compensatory arrangements. Shares or Awards granted hereunder
shall be subject to such other terms as shall be determined by the Committee. In
the case of any grant of Shares to an executive officer of the Company in lieu
of salary, fees or other cash compensation, the number of Shares granted in
place of such compensation shall be reasonable, as determined by the Committee.

           (g) DIVIDEND EQUIVALENTS. The Committee is authorized to grant
Dividend Equivalents to Participants. The Committee may provide that Dividend
Equivalents shall be paid or distributed when accrued or shall be deemed to have
been reinvested in additional Shares, Awards, or other investment vehicles, and
subject to such restrictions on transferability and risks of forfeiture, as the
Committee may specify.

           (h) OTHER SHARE-BASED AWARDS. The Committee is authorized, subject to
limitations under applicable law, to grant to Participants such other Awards
that may be denominated or payable in, valued in whole or in part by reference
to, or otherwise based on, or related to, Shares or factors that may influence
the value of Shares, as deemed by the Committee to be consistent with the
purposes of the Plan, including, without limitation, convertible or exchangeable
debentures or other debt securities, other rights convertible or exchangeable
into Shares, purchase rights for Shares, Awards with value and payment
contingent upon performance of the Company or any other factors designated by
the Committee, and Awards valued by reference to the book value of Shares or the
value of securities of or the performance of specified Subsidiaries. The
Committee shall determine the terms and conditions of such Awards. Awards for
which Participants are required to pay consideration, and Shares delivered
pursuant to an Award in the nature of a purchase right granted under this
Section 6(h), shall be purchased for such consideration, paid for at such times,
by such methods, and in such forms, including, without limitation, cash, Shares,
other Awards, or other property, as the Committee shall determine. Cash awards,
as an element of or supplement to any other Award, shall also be authorized
pursuant to this Section 6(h).



                                      -9-
<PAGE>



           7. CERTAIN PROVISIONS APPLICABLE TO AWARDS.

           (a) STAND-ALONE, ADDITIONAL, TANDEM, AND SUBSTITUTE AWARDS. Awards
granted under the Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with, or in substitution for, any
other Award or any award granted under any other plan of the Company, a
Subsidiary, or a business entity to be acquired by the Company or a Subsidiary,
or any other right of a Participant to receive payment from the Company or any
Subsidiary. Awards granted in addition to or in tandem with such other Awards or
awards may be granted either as of the same time as or a different time from the
grant of such other Awards or awards. The per share exercise price of any Option
or purchase price of any other Award conferring a right to purchase Shares
granted in substitution for an outstanding Award or award may be adjusted to
reflect the in-the-money value of the surrendered Award or award.

           (b) BUYOUT PROVISIONS. The Committee may at any time offer to buy out
any previously granted Award for a payment in cash, Shares, other Awards, or
other property based on such terms and conditions as the Committee shall
determine and communicate to the Participant at the time that such offer is
made.

           (c) TERM OF AWARDS. The term of each Award shall be for such period
as may be determined by the Committee; PROVIDED, HOWEVER, that in no event shall
the term of any ISO or an LSAR granted in tandem therewith exceed a period of
ten years from the date of its grant (or such shorter period as may be
applicable under Section 422 of the Code).

           (d) FORM OF PAYMENT UNDER AWARDS. Subject to the terms of the Plan
and any applicable Award Agreement, payments to be made by the Company or a
Subsidiary upon the grant or exercise of an Award may be made in such forms as
the Committee shall determine, including, without limitation, cash, Shares,
other Awards, or other property, and may be made in a single payment or
transfer, in installments, or on a deferred basis. Such payments may include,
without limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments or the grant or crediting of
Dividend Equivalents in respect of installment or deferred payments denominated
in Shares.

           (e) EXEMPTIONS FROM SECTION 16(B) LIABILITY. With respect to a
Participant who is then subject to the reporting requirements of Section 16(a)
of the Exchange Act in respect of the Company, the Committee shall implement
transactions under the Plan and administer the Plan in a manner that will ensure
that each transaction by such a Participant is exempt from liability under Rule
16b-3 or another applicable exemption, except that this provision shall not
limit sales by such a Participant, and such a Participant may engage in other
non-exempt transactions under the Plan if written notice is given to the
Participant regarding the non-exempt nature of such transaction. The Committee
may authorize the Company to repurchase any Award or shares of Stock resulting
from any Award in order to prevent a Participant who is subject to Section 16 of
the Exchange Act from incurring liability under Section 16(b). Unless otherwise
specified by the Participant, equity securities or derivative securities
acquired under the Plan which are disposed of by a Participant shall be deemed
to be disposed of in the order acquired by the Participant.



                                      -10-
<PAGE>


           (f) INSTALLMENT PAYMENT ARRANGEMENTS. Upon grant or exercise of an
Award, the Committee may, in its discretion, permit the payment of any exercise
or purchase price or other consideration, in whole or in part, in installments,
subject to the terms of this Section 7(f). Each such installment payment
arrangement will be evidenced by a promissory note, the terms and conditions of
which shall be determined by the Committee subject to the following: (a) the
maximum term of any note shall be 15 years from date of the original payment
obligation, (b) the minimum interest rate with respect to amounts loaned
hereunder shall be such rate as may be determined by the Committee from time to
time, but in no event shall such rate be less than the rate required to avoid
imputation of interest (or original issue discount) under Section 483 or any
similar provision of the Code, (c) the note shall be secured as and to the
extent determined by the Committee, but the employee shall be personally liable
despite any security pledged, (d) the note may be prepaid in full or in part at
any time without penalty, and (e) the unpaid principal and interest of any note
will become due and payable on the earlier to occur of the sale of any Shares in
connection with which the payment obligation was incurred and 30 days after the
Participant's employment with or service to the Company or its subsidiaries
terminates (unless the Committee, in its discretion, extends the note for an
additional period, and provided that the Committee may alter the terms required
by this provision if necessary so that the loan is not directly or indirectly
secured by Shares). In addition, the Committee may authorize the Company to
make, guarantee, or arrange for a loan or loans to a Participant to enable the
Participant to pay any federal, state, or local income or other taxes due in
connection with an Award. The Committee shall have the authority to forgive
repayment of any note or loan authorized hereunder, including interest thereon.
Any arrangement under this Section 7(f) entered into to permit a Participant to
purchase or carry securities shall comply with the applicable provisions of
Regulation U promulgated by the Federal Reserve Board, and arrangements shall be
entered into and continue only to the extent that such arrangements otherwise
shall comply with all applicable laws, regulations, and contractual obligations
of the Company.

           8.         PERFORMANCE AWARDS.

           (a) PERFORMANCE CONDITIONS. The right of a Participant to exercise or
receive a grant or settlement of any Award, and the timing thereof, may be
subject to such performance conditions as may be specified by the Committee. The
Committee may use such business criteria and other measures of performance as it
may deem appropriate in establishing any performance conditions, and may
exercise its discretion to reduce or increase the amounts payable under any
Award subject to performance conditions, except as limited under Section 8(b) in
the case of a Performance Award intended to qualify under Code Section 162(m).

           (b) PERFORMANCE AWARDS GRANTED TO DESIGNATED COVERED EMPLOYEES. If
the Committee determines that a Performance Award to be granted to an Eligible
Person who is designated by the Committee as likely to be a Covered Employee is
intended to qualify as "performance-based compensation" for purposes of Code
Section 162(m), the grant, exercise and/or settlement of such Performance Award
shall be contingent upon achievement of preestablished performance goals and
other terms set forth in this Section 8(b).

                     (i) PERFORMANCE GOALS GENERALLY. The performance goals for
           such Performance Awards shall consist of one or more business
           criteria and a targeted level or levels of performance with respect
           to each of such criteria, as specified by the Committee consistent
           with this Section 8(b). Performance goals shall be objective and
           shall otherwise meet the requirements of Code Section 162(m) and
           regulations thereunder (including Regulation 1.162-27 and successor
           regulations thereto), including the requirement that the level or
           levels of performance targeted by the Committee result in the
           achievement of performance goals being "substantially uncertain." The
           Committee may determine that such Performance Awards shall be
           granted, exercised and/or settled upon achievement of any one
           performance goal or that two or more of the performance goals must be
           achieved as a condition to grant, exercise and/or settlement of such
           Performance Awards. Performance goals may differ for Performance
           Awards granted to any one Participant or to different Participants.



                                      -11-
<PAGE>


                     (ii) BUSINESS CRITERIA. One or more of the following
           business criteria for the Company, on a consolidated basis, and/or
           for specified Subsidiaries or business units of the Company (except
           with respect to the total stockholder return and similar measures
           applicable to the Company as a whole), shall be used by the Committee
           in establishing performance goals for such Performance Awards: (1)
           earnings per common share; (2) revenues; (3) cash flow, free cash
           flow, or cash flow return on investment; (4) return on net assets,
           return on assets, return on investment, return on investment capital,
           or return on equity; (5) value created; (6) operating margin; (7)
           consolidated net income before or after taxes, pretax earnings,
           pretax earnings before interest, depreciation and amortization,
           pretax operating earnings after interest expense, operating earnings,
           or net cash provided by operations; (8) stock price or total
           stockholder return; (9) sales above a specified threshold or in
           relation to prior periods; and (10) strategic business criteria,
           consisting of one or more objectives based on meeting specified
           market penetration, geographic business expansion goals, cost
           targets, and goals relating to acquisitions or divestitures; provided
           that the Committee may specify that any such criteria shall be
           measured before or after extraordinary or non-recurring items, before
           or after service fees, or before or after payments of Awards under
           the Plan. The targeted level or levels of performance with respect to
           such business criteria may be established at such levels and in such
           terms as the Committee may determine, in its discretion, including in
           absolute terms, as a goal relative to performance in prior periods,
           or as a goal compared to the performance of one or more comparable
           companies or an index covering multiple companies.

                     (iii) PERFORMANCE PERIOD; TIMING FOR ESTABLISHING
           PERFORMANCE GOALS. Achievement of performance goals in respect of
           such Performance Awards shall be measured over a performance period
           of up to ten years, as specified by the Committee. Performance goals
           shall be established not later than 90 days after the beginning of
           any performance period applicable to such Performance Awards, or at
           such other date as may be required or permitted for
           "performance-based compensation" under Code Section 162(m).

                     (iv) PERFORMANCE AWARD POOL. The Committee may establish a
           Performance Award pool, which shall be an unfunded pool, for purposes
           of measuring performance of the Company in connection with
           Performance Awards. The amount of such Performance Award pool shall
           be based upon the achievement of a performance goal or goals based on
           one or more of the business criteria set forth in Section 8(b)(ii)
           during the given performance period, as specified by the Committee in
           accordance with Section 8(b)(iii). The Committee may specify the
           amount of the Performance Award pool as a percentage of any of such
           business criteria, a percentage thereof in excess of a threshold
           amount, or as another amount which need not bear a strictly
           mathematical relationship to such business criteria.


                                      -12-
<PAGE>


                     (v) SETTLEMENT OF PERFORMANCE AWARDS; OTHER TERMS.
           Settlement of such Performance Awards shall be in cash, Stock, other
           Awards or other property, in the discretion of the Committee. The
           Committee may, in its discretion, reduce the amount of a settlement
           otherwise to be made in connection with such Performance Awards, but
           may not exercise discretion to increase any such amount payable to a
           Covered Employee in respect of a Performance Award subject to this
           Section 8(b). The Committee shall specify the circumstances in which
           such Performance Awards shall be paid or forfeited in the event of
           termination of employment by the Participant or other event
           (including a Change in Control) prior to the end of a performance
           period or settlement of Performance Awards.

           (c) WRITTEN DETERMINATIONS. Determinations by the Committee as to the
establishment of performance goals, the amount potentially payable in respect of
Performance Awards, the achievement of performance goals relating to Performance
Awards, and the amount of any final Performance Award shall be recorded in
writing, except in the case of Performance Awards not intended to qualify under
Section 162(m). Specifically, the Committee shall certify in writing, in a
manner conforming to applicable regulations under Section 162(m), prior to
settlement of each such Award granted to a Covered Employee, that the
performance objective and other material terms of the Award upon which
settlement of the Award was conditioned have been satisfied. The Committee may
not delegate any responsibility relating to such Performance Awards, and the
Board shall not perform such functions at any time that the Committee is
composed solely of members who qualify as "outside directors" under the Section
162(m) regulations.

           9.         CHANGE IN CONTROL PROVISIONS.

           (a) ACCELERATION PROVISIONS. In the event of a "Change in Control,"
as defined in this Section 9, the following acceleration provisions shall apply:

                     (i) Any Award carrying a right to exercise that was not
           previously exercisable and vested shall become fully exercisable and
           vested at the time of the Change in Control, subject only to the
           restrictions set forth in Section 12(a);

                     (ii) The restrictions, deferral of settlement, and
           forfeiture conditions applicable to any Award shall lapse and any
           Award not covered by Section 9(a)(i) shall be deemed fully vested at
           the time of the Change in Control, except to the extent of any waiver
           by the Participant and subject to the restrictions on dispositions of
           equity securities set forth in Section 12(a);

                     (iii) With respect to any outstanding Award subject to
           achievement of performance goals and conditions under the Plan, such
           performance goals and other conditions will be deemed to be met at
           maximum performance unless otherwise provided by the Committee in the
           Award Agreement or otherwise, subject to the restrictions on
           dispositions of equity securities set forth in Section 12(a).

           (b) DEFINITION OF "CHANGE IN CONTROL". For purposes of the Plan, a
"Change in Control" shall have occurred if at any time prior to the expiration
or termination of the last Award remaining outstanding under the Plan:

                     (i) The stockholders of the Company approve a merger or
           consolidation of which the Company is not the surviving corporation,
           or a sale or disposition of all or substantially all of the Company's
           assets or a plan of complete liquidation of the Company;



                                      -13-
<PAGE>


                     (ii) A tender offer or exchange offer for securities of the
           Company is made by any person (as such term is used in Section 13(d)
           and 14(d)(3) of the Exchange Act), other than any person who is a
           member of the Existing Board of Directors of the Company, as defined,
           with the intent to take over and control the Company;

                     (iii) Any person, other than any person who is a member of
           the Existing Board of Directors is or becomes the beneficial owner
           (as such term is defined in Rule 13d-3 under the Exchange Act) of
           Shares representing 25% or more of the combined voting power of the
           Company's then outstanding securities; or

                     (iv) The persons constituting the Existing Board of
           Directors cease for any reason whatsoever to constitute at least a
           majority of the Company's Board of Directors;

PROVIDED, HOWEVER, that no Change in Control shall be deemed to have occurred
with respect to any Award (other than an ISO or an LSAR in tandem with an ISO if
the exercise of discretion under this provision would cause such ISO to lose its
status as an incentive stock option) if the Board shall determine, prior to the
occurrence of the event specified in Section 9(b)(i) through (iv) hereof, that
such event shall not constitute a Change in Control for purposes of the Plan;
and PROVIDED FURTHER, that a Change in Control shall not include increases in
the percentage of voting power of persons who beneficially own or control Shares
or other outstanding securities of the Company which occur solely as a result of
a reduction in the amount of Shares or other securities outstanding or as a
result of the exercise of Options or vesting of Awards granted hereunder.

           (c) DEFINITION OF "EXISTING BOARD OF DIRECTORS". For purposes of the
Plan, the term "Existing Board of Directors" shall mean the persons constituting
the Board of Directors of the Company on the date of adoption of the Plan,
together with each new Director whose election, or nomination for election by
the Company's stockholders, is approved by a vote of the majority of the members
of the Existing Board of Directors who are in office immediately prior to the
election or nomination of such Director.

           10. ADJUSTMENTS. In the event that the Committee shall determine that
any large, special and non-recurring dividend or distribution in the form of
cash or property other than Shares, recapitalization, forward or reverse split,
Share dividend or distribution, reorganization, merger, consolidation, spin-off,
combination, repurchase, or share exchange, or other similar corporate
transaction or event, affects the Shares such that an adjustment is appropriate
in order to prevent dilution or enlargement of the rights of Participants under
the Plan, then the Committee shall, in such manner as it may deem equitable,
adjust any or all of (i) the number and kind of Shares which may thereafter be
delivered in connection with Awards, (ii) the number and kind of Shares that may
be delivered or deliverable in respect of outstanding Awards, (iii) the number
of Shares with respect to which Awards may be granted to a given Participant in
the specified period as set forth in Section 5, and (iv) the exercise price,
grant price, or purchase price relating to any Award or, if deemed appropriate,
make provision for a cash payment with respect to any outstanding Award;
PROVIDED, HOWEVER, in each case, that, with respect to ISOs, no such adjustment
shall be authorized to the extent that such authority would cause the Plan to
violate Section 422(b)(1) of the Code. In addition, the Committee is authorized
to make adjustments in the terms and conditions of, and the criteria included
in, Awards in recognition of unusual or nonrecurring events (including, without
limitation, events described in the preceding sentence) affecting the Company or
any Subsidiary or the financial statements of the Company or any Subsidiary, or
in response to changes in applicable laws, regulations, or accounting
principles, or tax rates and regulations or business conditions. The foregoing
adjustments are intended to be objectively determinable and nondiscretionary
and, as such, consistent with the qualification of Awards as "performance-based
compensation" under Section 162(m) of the Code, and shall be construed
accordingly. To the extent it shall be determined, based on an opinion of
counsel, that any such adjustment would likely cause compensation relating to an
Award to a Covered Employee intended to qualify as "performance-based
compensation" under Code Section 162(m) to fail to be deductible under Section
162(m), such adjustment shall not be authorized or made.



                                      -14-
<PAGE>


           11.        ADDITIONAL AWARD FORFEITURE PROVISIONS

           (a) FORFEITURE OF OPTIONS AND OTHER AWARDS AND GAINS REALIZED UPON
PRIOR OPTION EXERCISES. Unless otherwise determined by the Committee, each Award
granted hereunder to an employee, prospective employee, consultant or other
service provider shall be subject to the following additional forfeiture
conditions, to which each such Participant who accepts an Award hereunder shall
agree. If any of the events specified in Section 11(b)(i), (ii), or (iii)
occurs, all of the following forfeitures will result:

                     (i) The unexercised portion of the Option, whether or not
           vested, and any other Award not then settled (except for an Award
           that has not been settled solely due to an elective deferral by the
           Participant) will be immediately forfeited and cancelled upon the
           occurrence of such event; and

                     (ii) The Participant will be obligated to repay to the
           Company, in cash, within five business days after demand is made
           therefor by the Company, the total amount of Option Gain (as defined
           herein) realized by Participant upon each exercise of an Option that
           occurred on or after (A) the date that is six months prior to the
           occurrence of such event, if such event occurred while Participant
           was employed by or providing services to the Company or a Subsidiary,
           or (B) the date that is six months prior to the date the
           Participant's employment by or service to the Company or a Subsidiary
           terminated, if the event occurred after the Participant ceased to be
           so employed. For purposes of this Section, the term "Option Gain" in
           respect of a given exercise shall mean the product of (X) the Fair
           Market Value per share of Stock at the date of such exercise (without
           regard to any subsequent change in the market price of shares) minus
           the exercise price times (Y) the number of shares as to which the
           Option was exercised at that date.

           (b) EVENTS TRIGGERING FORFEITURE. The forfeitures specified in
Section 11(a) will be triggered upon the occurrence of any one of the following
events at any time during Participant's employment by or service to the Company
or a Subsidiary or during the one-year period following termination of such
employment or service (but not later than 18 months after the Award terminates
or, in the case of an Option, is fully exercised):

                     (i) Participant, acting alone or with others, directly or
           indirectly, prior to a Change in Control, (A) engages (either as
           employee, employer, owner, investor, partner, stockholder,
           consultant, advisor, or director) in any business in an area or
           region in which the Company conducts business at the date the event
           occurs, which is directly in competition with a business then
           conducted by the Company or a Subsidiary; (B) induces any customer or
           supplier of the Company or a Subsidiary with whom Participant has had
           contacts or relationships, directly or indirectly, during and within
           the scope of his employment by or service to the Company or any
           Subsidiary, to curtail, cancel, not renew, or not continue his or her
           or its business with the Company or any Subsidiary; or (C) induces,
           or attempts to influence, any employee of or service provider to the
           Company or a Subsidiary to terminate such employment or service;



                                      -15-
<PAGE>


                     (ii) Participant discloses, uses, sells, or otherwise
           transfers, except in the course of employment with or other service
           to the Company or any Subsidiary, any proprietary information of the
           Company or any Subsidiary so long as such information has not
           otherwise been disclosed to the public or is not otherwise in the
           public domain, except as required by law or pursuant to legal
           process, or Participant makes statements or representations, or
           otherwise communicates, directly or indirectly, in writing, orally,
           or otherwise, or takes any other action which may, directly or
           indirectly, disparage or be damaging to the Company or any of its
           Subsidiaries or affiliates or their respective officers, directors,
           employees, advisors, businesses or reputations, except as required by
           law or pursuant to legal process; or

                     (iii) Participant fails to cooperate with the Company or
           any Subsidiary by making himself or herself available to testify on
           behalf of the Company or such Subsidiary in any action, suit, or
           proceeding, whether civil, criminal, administrative, or
           investigative, or otherwise fails to assist the Company or any
           Subsidiary in any such action, suit, or proceeding by providing
           information and meeting and consulting with members of management of,
           other representatives of, or counsel to, the Company or such
           Subsidiary, as reasonably requested.

           (c) AGREEMENT DOES NOT PROHIBIT COMPETITION OR OTHER PARTICIPANT
ACTIVITIES. The conditions set forth in this Section 11 and Participant's
agreement thereto do not prohibit Participant from engaging in any activity,
including but not limited to competition with the Company and its Subsidiaries.
Rather, the non-occurrence of events set forth in Section 11(b) is a condition
to Participant's right to realize and retain value from his or her compensatory
Options and Awards, and the consequence under the Plan if Participant engages in
an activity giving rise to any such event, which events and activities are
hereby acknowledged to be harmful to the Company, are the forfeitures specified
herein. The Company and Participant shall not be precluded by this provision or
otherwise from entering into other agreements concerning the subject matter of
Section 11(a) and 11(b).

           (d) RIGHT OF SETOFF. Participant agrees that the Company or any
Subsidiary may, to the extent permitted by applicable law, deduct from and set
off against any amounts the Company or a Subsidiary may owe to Participant from
time to time, including amounts owed as wages or other compensation, fringe
benefits, or other amounts owed to Participant, such amounts as may be owed by
Participant to the Company under Section 11(a), although Participant shall
remain liable for any part of Participant's payment obligation under Section
11(a) not satisfied through such deduction and setoff.

           (e) COMMITTEE DISCRETION. The Committee may, in its discretion, waive
in whole or in part the Company's right to forfeiture under this Section, but no
such waiver shall be effective unless evidenced by a writing signed by a duly
authorized officer of the Company. In addition, the Committee may impose
additional conditions on Awards relating to the matters covered by this Section
11, by inclusion of appropriate provisions in the agreement evidencing any such
Award.



                                      -16-
<PAGE>


12.         GENERAL PROVISIONS.

           (a) COMPLIANCE WITH LEGAL AND EXCHANGE REQUIREMENTS. The Company
shall not be obligated to deliver Shares upon the exercise or settlement of any
Award or take other actions under the Plan until the Company shall have
determined that applicable federal and state laws, rules, and regulations have
been complied with and such approvals of any regulatory or governmental agency
have been obtained and contractual obligations restricting Awards to which the
Company may be subject have been satisfied. The Company, in its discretion, may
postpone the issuance or delivery of Shares under any Award until completion of
such stock exchange listing or registration or qualification of such Shares or
other required action under any federal or state law, rule, or regulation as the
Company may consider appropriate, and may require any Participant to make such
representations and furnish such information as it may consider appropriate in
connection with the issuance or delivery of Shares under the Plan. The foregoing
notwithstanding, in connection with a Change in Control, the Company shall take
or cause to be taken no action, and shall undertake or permit to arise no legal
or contractual obligation, that results or would result in any postponement of
the issuance or delivery of Shares or payment of benefits under any Award or the
imposition of any other conditions on such issuance, delivery or payment, to the
extent that such postponement or other condition would represent a greater
burden on a Participant than existed on the 90th day preceding the Change in
Control.

           (b) NONTRANSFERABILITY. No Award or other right or interest of a
Participant under the Plan shall be pledged, hypothecated or otherwise
encumbered or subject to any lien, obligation or liability of such Participant
to any party (other than the Company or a subsidiary), or assigned or
transferred by such Participant otherwise than by will or the laws of descent
and distribution or to a Beneficiary upon the death of a Participant, and such
Awards or rights that may be exercisable shall be exercised during the lifetime
of the Participant only by the Participant or his or her guardian or legal
representative, except that Awards and other rights (other than ISOs) may be
transferred to one or more transferees during the lifetime of the Participant,
and may be exercised by such transferees in accordance with the terms of such
Award, but only if and to the extent such transfers are permitted by the
Committee and subject to any terms and conditions which the Committee may impose
thereon. A Beneficiary, transferee, or other person claiming any rights under
the Plan from or through any Participant shall be subject to all terms and
conditions of the Plan and any Award agreement applicable to such Participant,
except as otherwise determined by the Committee, and to any additional terms and
conditions deemed necessary or appropriate by the Committee.

           (c) NO RIGHT TO CONTINUED EMPLOYMENT OR SERVICE. Neither the Plan nor
any action taken hereunder shall be construed as creating any contract of
employment between the Company or any of its Subsidiaries and any employee or
Participant or otherwise giving any employee or Participant the right to be
retained in the employ of or in service to the Company or any of its
Subsidiaries, nor shall it interfere in any way with the right of the Company or
any of its Subsidiaries to terminate the employment or service of any employee
or Participant at any time.

           (d) TAXES. In the event that the Company or any of its Subsidiaries
shall be required to withhold any amounts by reason of any federal, state, or
local tax law, rule, or regulation or by reason of the grant or exercise of any
Award, the Company or its Subsidiaries shall be entitled to deduct and withhold
such amounts from any other cash payment or payments to be made by the Company
or its Subsidiaries (including from payroll) to such person. In any such event,
the Participant shall make available to the Company or its Subsidiaries,
promptly when required, sufficient funds to meet the Company's or Subsidiary's
requirement of such withholding; and the Company shall be entitled to take such
steps as the Committee may deem advisable in order to have such funds available
to the Company or its Subsidiary at the required time or times. This authority
of the Committee shall include authority to withhold or receive Shares or other
property, on a mandatory basis or at the election of the Participant, and to
make cash payments in respect thereof in satisfaction of a Participant's
mandatory withholding obligations. No authority to withhold is conferred under
the Plan to the extent that, solely due to such authority, an Award would be
accounted for as a "variable" award under Accounting Principles Board (APB)
Opinion No. 25.



                                      -17-
<PAGE>


           (e) CHANGES TO THE PLAN. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or the Committee's authority to grant Awards
under the Plan without the consent of stockholders or Participants, except that
any such action shall be subject to the approval of the Company's stockholders
at or before the next annual meeting of stockholders for which the record date
is after such Board action if such stockholder approval is required by any
federal or state law or regulation or the rules of any stock exchange or
automated quotation system on which the Shares may then be listed or quoted, and
the Board may otherwise, in its discretion, determine to submit other such
changes to the Plan to stockholders for approval; PROVIDED, HOWEVER, that,
without the consent of an affected Participant, no amendment, alteration,
suspension, discontinuation, or termination of the Plan may materially impair
the rights of such Participant under any Award theretofore granted to him.

           (f) NO RIGHTS TO AWARDS; NO STOCKHOLDER RIGHTS. Nothing contained in
the Plan shall be deemed to give any person eligible to receive an Award
hereunder, or any heir, distributee, executor, administrator or personal
representative of any such person, any interest or title to any specific
property of the Company, or any of its Subsidiaries, or any other right against
the Company or any of its Subsidiaries other than as set forth in the Plan.
Neither the establishment of the Plan nor any other action taken now or at any
time with regard thereto shall be construed as giving any person whatsoever any
legal or equitable right against the Company unless such right shall be
specifically provided for in the Plan. There is no obligation for uniformity of
treatment of Participants and employees under the Plan. No Award shall confer on
any Participant any of the rights of a stockholder of the Company unless and
until Shares are duly issued or transferred and delivered to the Participant in
accordance with the terms of the Award.

           (g) UNFUNDED STATUS OF AWARDS; CREATION OF TRUSTS. The Plan is
intended to constitute an "unfunded" plan for incentive and deferred
compensation. With respect to any payments not yet made to a Participant
pursuant to an Award, nothing contained in the Plan or any Award shall give any
such Participant any rights that are greater than those of a general creditor of
the Company; PROVIDED, HOWEVER, that the Committee may authorize the creation of
trusts or make other arrangements to meet the Company's obligations under the
Plan to deliver cash, Shares, other Awards, or other property pursuant to any
Award, which trusts or other arrangements shall be consistent with the
"unfunded" status of the Plan unless the Committee otherwise determines with the
consent of each affected Participant. If and to the extent authorized by the
Committee, the Company may deposit into such a trust Shares for delivery to the
Participant in satisfaction of the Company's obligations under any Award. If so
provided by the Committee, upon such a deposit of Shares or other assets for the
benefit of a Participant, there shall be substituted for the rights of the
Participant to receive delivery of Shares and other payments under this
Agreement a right to receive the assets of the trust (to the extent that the
deposited Shares or other assets represented the full amount of the Company's
obligation under the Award at the date of deposit). The trustee of the trust may
be authorized to dispose of trust assets and reinvest the proceeds in
alternative investments, subject to such terms and conditions as the Committee
may specify and in accordance with applicable law.

           (h) NONEXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan by
the Board nor its submission to the stockholders of the Company for approval
shall be construed as creating any limitations on the power of the Board to
adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise than under the Plan,
and such arrangements may be either applicable generally or only in specific
cases.



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           (i) BINDING EFFECT. The provisions of the Plan shall be binding upon
the heirs, distributees, executors, administrators and personal representatives
of any person participating under the Plan. Any person claiming any rights under
the Plan as a beneficiary or otherwise through a Participant shall be subject to
all of the terms and conditions of the Plan and any additional terms and
conditions as may be imposed by the Committee.

           (j) NO FRACTIONAL SHARES. No fractional Shares shall be issued
pursuant to the Plan or any Award. The Committee shall determine whether cash,
other Awards, or other property shall be issued or paid in lieu of such
fractional shares or whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.

           (k) COMPLIANCE WITH CODE SECTION 162(M). It is the intent of the
Company that Options granted to Covered Employees and other Awards designated as
Awards to Covered Employees subject to Section 8 shall constitute qualified
"performance-based compensation" within the meaning of Code Section 162(m) and
regulations thereunder (including Treasury Regulation 1.162-27). Accordingly,
the terms of Sections 8(b), (c), and (d), including the definitions of Covered
Employee and other terms used therein, shall be interpreted in a manner
consistent with Code Section 162(m) and regulations thereunder. The foregoing
notwithstanding, because the Committee cannot determine with certainty whether a
given Participant will be a Covered Employee with respect to a fiscal year that
has not yet been completed, the term Covered Employee as used herein shall mean
only a person designated by the Committee, at the time of grant of Performance
Awards, as likely to be a Covered Employee with respect to a specified fiscal
year. If any provision of the Plan or any agreement relating to a Performance
Award that is designated as intended to comply with Code Section 162(m) does not
comply or is inconsistent with the requirements of Code Section 162(m) or
regulations thereunder, such provision shall be construed or deemed amended to
the extent necessary to conform to such requirements, and no provision shall be
deemed to confer upon the Committee or any other person discretion to increase
the amount of compensation otherwise payable in connection with any such Award
upon attainment of the applicable performance objectives.

           (l) GOVERNING LAW. The Plan and all related documents shall be
governed by, and construed in accordance with, the laws of the State of Delaware
(except to the extent provisions of federal law may be applicable). If any
provision hereof shall be held by a court of competent jurisdiction to be
invalid and unenforceable, the remaining provisions of the Plan shall continue
to be fully effective.

           (m) AWARDS TO PARTICIPANTS OUTSIDE THE UNITED STATES. The Committee
may modify the terms of any Award under the Plan made to or held by a
Participant who is then resident or primarily employed outside of the United
States in any manner deemed by the Committee to be necessary or appropriate in
order that such Award shall conform to laws, regulations, and customs of the
country in which the Participant is then resident or primarily employed, or so
that the value and other benefits of the Award to the Participant, as affected
by foreign tax laws and other restrictions applicable as a result of the
Participant's residence or employment abroad, shall be comparable to the value
of such an Award to a Participant who is resident or primarily employed in the
United States. An Award may be modified under this Section 12(m) in a manner
that is inconsistent with the express terms of the Plan, so long as such
modifications will not contravene any applicable law or regulation or result in
actual liability under Section 16(b) for the Participant whose Award is
modified.



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           (n) EFFECTIVE DATE; PLAN TERMINATION. The Plan became effective as of
March 31, 1994. Unless earlier terminated by action of the Board of Directors,
the Plan will remain in effect until such time as no Stock remains available for
delivery under the Plan and the Company has no further rights or obligations
under the Plan with respect to outstanding Awards under the Plan. This amendment
and restatement of the Plan shall become effective if, and at such time as, the
stockholders of the Company have approved it by the affirmative votes of the
holders of a majority of the voting securities of the Company present, or
represented, and entitled to vote on the subject matter at a duly held meeting
of stockholders. Awards granted prior to the effectiveness of this amendment and
restatement will be governed by the terms of the Plan as amended and restated,
except that, if and to the extent that such amended and restated terms would
cause such an Award to be deemed regranted under generally accepted accounting
principles, and to the extent that the terms of the Plan were more favorable to
the Participant prior to the amendment and restatement, the Award shall remain
governed by the terms of the Plan which would have applied to the Award without
regard to the amendment and restatement of the Plan.






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