Exhibit 4.3


                                 DAN RIVER INC.
                          2003 LONG-TERM INCENTIVE PLAN

1.   PURPOSE.

     The purpose of this Plan is to attract and retain Key Employees and
Non-Employee Directors for Dan River and to provide such persons with incentives
and rewards for superior performance and increased shareholder value. This Plan
will authorize the Committee to grant Incentive Stock Options, Non-Qualified
Stock Options, Restricted Shares, Stock Appreciation Rights, Deferred Shares,
Performance Shares, Performance Units and Other Stock-Based Awards to those
officers, Key Employees and Non-Employee Directors who are selected to
participate in the Plan.


2.   DEFINITIONS.

     As used in this Plan, the following terms shall be defined as set forth
below:

          "AFFILIATE" means (i) any entity that, directly or indirectly, is
     controlled by the Company, (ii) any entity in which the Company has a
     significant equity interest, (iii) an affiliate of the Company, as defined
     in Rule 12b-2 promulgated under Section 12 of the Exchange Act, and (iv)
     any entity in which the Company has at least twenty percent (20%) of the
     combined voting power of the entity's outstanding voting securities, in
     each case as designated by the Board as being a participating employer in
     the Plan.

          "AWARD" means any Option, Stock Appreciation Right, Restricted Shares,
     Deferred Shares, Performance Shares, Performance Units or Other Stock-Based
     Awards granted under the Plan, whether singly, in combination, or in
     tandem, to a Participant by the Committee pursuant to such terms,
     conditions, restrictions and/or limitations, if any, as the Committee may
     establish.

          "AWARD AGREEMENT" means any written agreement, contract, or other
     instrument or document evidencing any Award, which may, but need not, be
     executed or acknowledged by a Participant.

          "BASE PRICE" means the price to be used as the basis for determining
     the Spread upon the exercise of a Stock Appreciation Right.

          "BOARD" means the Board of Directors of Dan River Inc.

          "CHANGE IN CONTROL" means a change in control of the Company of a
      nature that would be required to be reported in response to Item 6(e) of
      Schedule 14A of Regulation 14A promulgated under the Exchange Act as in
      effect at the time of such "change in control", provided that such a
      change in control shall be deemed to have occurred at such time as


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              (i) any "person" (as that term is used in Sections 13(d) and
      14(d)(2) of the Exchange Act), other than Joseph L. Lanier, Jr., is or
      becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange
      Act) directly or indirectly, of securities representing 30% or more of the
      combined voting power for election of directors of the then outstanding
      securities of the Company or any successor of the Company;

              (ii) during any period of two consecutive years or less,
      individuals who at the beginning of such period constitute the Board
      cease, for any reason, to constitute at least a majority of the Board,
      unless the election or nomination for election of each new director was
      approved by a vote of at least two-thirds of the directors then still in
      office who were directors at the beginning of the period;

              (iii) the shareholders of the Company approve any reorganization,
      merger, consolidation or share exchange as a result of which the common
      stock of the Company shall be changed, converted or exchanged into or for
      securities of another corporation (other than a merger with a wholly-owned
      subsidiary of the Company) or any dissolution or liquidation of the
      Company or any sale or the disposition of 50% or more of the assets or
      business of the Company; or


            (iv) the shareholders of the Company approve any reorganization,
      merger, consolidation or share exchange unless (A) the persons who were
      the beneficial owners of the outstanding shares of the common stock of the
      Company immediately before the consummation of such transaction
      beneficially own more than 66 2/3% of the outstanding shares of the common
      stock of the successor or survivor corporation in such transaction
      immediately following the consummation of such transaction and (B) the
      number of shares of the common stock of such successor or survivor
      corporation beneficially owned by the persons described in ss. 1.3(iv)(A)
      immediately following the consummation of such transaction is beneficially
      owned by each such person in substantially the same proportion that each
      such person had beneficially owned shares of the Company common stock
      immediately before the consummation of such transaction, provided (C) the
      percentage described in ss. 1.3(iv)(A) of the beneficially owned shares of
      the successor or survivor corporation and the number described in ss.
      1.3(iv)(B) of the beneficially owned shares of the successor or survivor
      corporation shall be determined exclusively by reference to the shares of
      the successor or survivor corporation which result from the beneficial
      ownership of shares of common stock of the Company by the persons
      described in ss. 1.3(iv)(A) immediately before the consummation of such
      transaction.

           "CHANGE IN CONTROL DATE" means the date which includes the "closing"
      of the transaction which results from a Change in Control or, if there is
      no transaction which results from a Change in Control, the date of such
      Change in Control as reported by the Company to the Securities and
      Exchange Commission.

          "CODE" means the Internal Revenue Code of 1986, as amended from time
      to time.



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          "COMMITTEE" means a Committee of the Board as described in Section 5
     which shall have a least 2 members, each of whom qualify as "non-employee"
     directors under Section 16 of the Exchange Act, as "outside directors"
     under Section 162(m) of the Code and, when required, as "independent
     directors" within the meaning of the listing rules of the New York Stock
     Exchange.

           "COMPANY"  means Dan River Inc. or any successor corporation.

          "COVERED OFFICER" means at any date (i) any individual who, with
     respect to the previous taxable year of the Company, was a "covered
     employee" of the company within the meaning of Section 162(m) of the Code;
     provided, however, that the term "Covered Officer" shall not include any
     such individual who is designated by the Committee, in its discretion, at
     the time of any Award or at any subsequent time, as reasonably expected not
     to be such a "covered employee" with respect to the current taxable year of
     the Company and (ii) any individual who is designated by the Committee, in
     its discretion, at the time of any Award or at any subsequent time, as
     reasonably expected to be such a "covered employee" with respect to the
     current taxable year of the Company or with respect to the taxable year of
     the Company in which any applicable Award will be paid.

          "DAN RIVER" means Dan River Inc., or any successor to such
      corporation.

          "DEFERRAL PERIOD" means the period of time during which Deferred
     Shares are subject to deferral limitations enumerated in Section 10 of this
     Plan.

          "DEFERRED SHARES" means an Award pursuant to Section 10 of this Plan
     providing the right to receive Shares at the end of a specified Deferral
     Period.

          "DISABILITY" means, unless otherwise defined in the applicable Award
     Agreement, a disability that would qualify as a total and permanent
     disability under the Company's then current long-term disability plan.

          "DIVIDEND EQUIVALENTS" means amounts equivalent to the dividends paid
     on Shares of common stock. They may be granted in connection with Awards
     denominated in notional Shares, or they may be granted on a freestanding
     basis.

          "EARLY RETIREMENT" means, unless otherwise defined in the applicable
     Award Agreement, retirement of a Participant from the employ or service of
     the Company or any of its Subsidiaries or Affiliates in accordance with the
     terms of the applicable Company retirement plan on or after attainment of
     age 55.

          "EMPLOYEE" means any person, including an officer, employed by Dan
     River, a Subsidiary, Affiliate or a Parent Corporation.

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          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
      from time to time.

          "FAIR MARKET VALUE" with respect to the Stock means (1) the closing
     price on any date for a share of Stock as reported by The Wall Street
     Journal (a) under the New York Stock Exchange Composite Transactions if
     Stock is traded on the New York Stock Exchange or, (b) if Stock is
     otherwise publicly traded, under the quotation system under which such
     closing price is reported or, (2) if The Wall Street Journal no longer
     reports such closing price, such closing price as reported by a newspaper
     or trade journal selected by the Committee or, (3) if no such closing price
     is available on such date, such closing price as so reported for the
     immediately preceding business day, or, (4) if no newspaper or trade
     journal reports such closing price or if no such price quotation is
     available, or if Stock is not publicly traded, the price which the
     Committee acting in good faith determines through any reasonable valuation
     method that a share of Stock might change hands between a willing buyer and
     a willing seller, neither being under any compulsion to buy or to sell and
     both having reasonable knowledge of the relevant facts.

          "GRANT DATE" means the date specified by the Committee on which a
     grant of an Award shall become effective, which shall not be earlier than
     the date on which the Committee takes action with respect thereto.

          "GRANTEE" means the person so designated in an agreement as the
     recipient of an Award granted by the Company.

          "HARDSHIP" means an unanticipated emergency that is caused by an event
     beyond the control of the Participant that would result in severe financial
     hardship to the Participant resulting from (i) a sudden and unexpected
     illness or accident of the Participant or a dependent of the Participant,
     (ii) a loss of the Participant's property due to casualty, or (iii) such
     other extraordinary and unforeseeable circumstances arising as a result of
     events beyond the control of the Participant, all as determined in the sole
     discretion of the Committee.

          "INCENTIVE STOCK OPTION (ISO)" means any Option that is intended to
     qualify as an "Incentive Stock Option" under Section 422 of the Code or any
     successor provision.

          "KEY EMPLOYEE" means an Employee who, in the judgment of the Committee
     acting in its absolute discretion, is key to the business performance and
     success of Dan River.

          "NON-EMPLOYEE DIRECTOR" means a member of the Board who is not an
      Employee.

          "NONQUALIFIED STOCK OPTION" or "NQSO" means an Option that is not
     intended to qualify as an Incentive Stock Option.


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          "NORMAL RETIREMENT" means, unless otherwise defined in the applicable
     Award Agreement, retirement of a Participant from the employ or service of
     the Company or any of its Subsidiaries or Affiliates in accordance with the
     terms of the applicable Company retirement plan at or after attainment of
     age 65, or if a Participant is not covered by any such plan, retirement on
     or after attainment of age 65.

          "OPTION" means any Option (ISO or NQSO) to purchase Shares granted
      under this Plan.

          "OPTION PRICE" means the purchase price payable to purchase one share
     upon the exercise of an Option or other Award.

          "OPTIONEE" means the person so designated in an agreement evidencing
     an outstanding Option or other Award.

          "OTHER STOCK-BASED AWARD" means any Award granted under Section 12 of
      the Plan.

          "PARENT CORPORATION" means any corporation which is a parent of Dan
     River within the meaning of Section 424(e) of the Code.

          "PARTICIPANT" means a Non-Employee Director or an Employee who is
     selected by the Committee to receive benefits under this Plan, provided
     that Non-Employee Directors shall not be eligible to receive grants of
     Incentive Stock Options.

          "PERFORMANCE OBJECTIVES" means performance goals or targets
     established pursuant to this Plan for Participants who have received grants
     of Performance Shares or Performance Units or, when so determined by the
     Committee, Deferred Shares, Options, Restricted Shares or Other Stock-Based
     Awards. Performance Objectives may be described in terms of Company-wide
     objectives or objectives that are related to the performance of the
     individual Participant or the Subsidiary, division, department or function
     within the Company or Subsidiary in which the Participant is employed. Any
     Performance Objectives applicable to Awards intended to qualify as
     "performance-based compensation" under Section 162(m) of the Code shall be
     limited to specified levels of, or increases in, the Company's or
     Subsidiary's market share, sales, costs, return on equity, earnings per
     share, earnings before interest, taxes, depreciation, and amortization
     (EBITDA), earnings growth, return on capital, return on assets, total
     shareholder return and/or increase in the Fair Market Value of the Shares.
     If the Committee determines that a change in the business, operations,
     corporate structure or capital structure of the Company, or the manner in
     which it conducts its business, or other events or circumstances render the
     Performance Objectives unsuitable, the Committee, after the date of grant,
     may modify such Performance Objectives, in whole or in part, as the
     Committee deems appropriate and equitable if the Committee determines that
     such modification would be permissible under Section 162(m) of the Code or
     would have no effect under Section 162(m) of the Code.



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          "PERFORMANCE PERIOD" means a period of time established under Section
     11 of this Plan within which the Performance Objectives relating to a
     Performance Share, Performance Unit, Option, Deferred Share or Restricted
     Share are to be achieved.

          "PERFORMANCE SHARE" means an Award pursuant to Section 11 of this Plan
     that provides the Participant the opportunity to earn one or more Shares
     contingent upon the achievement of one or more Performance Objectives
     during a Performance Period.

          "PERFORMANCE UNIT" means an Award pursuant to Section 11 of this Plan
     that provides the Participant the opportunity to earn one or more units,
     denominated in Shares or cash or a combination thereof, contingent upon
     achieving one or more Performance Objectives during a Performance Period.

          "PERSON" means any individual, corporation, partnership, associate,
     joint- stock company, trust, unincorporated organization, government or
     instrumentality of a government or other entity.

          "PLAN" means this Dan River Inc. 2003 long-term incentive plan as
     effective as of the date approved by the shareholders of the Company in
     2003 and as amended from time to time thereafter.

          "RESTRICTED SHARES" means Shares granted under Section 9 of this Plan
     subject to such restrictions, including, but not limited to, service
     requirements and/or Performance Objectives, as may be determined by the
     Committee at the time of grant.

          "RULE 16B-3" means Rule 16B-3 of the Exchange Act and any successor
     provision thereto as in effect from time to time.

          "SHARES" or "STOCK" means shares of the Class A Common Stock of Dan
     River Inc., $0.01 par value, or any security into which Shares may be
     converted by reason of any transaction or event of the type referred to in
     Section 4 of this Plan.

          "SPREAD" means, in the case of a Stock Appreciation Right, the amount
     by which the Fair Market Value on the date when any such right is exercised
     exceeds the Base Price specified in such right or, in the case of a Tandem
     Stock Appreciation Right, the amount by which the Fair Market Value on the
     date when any such right is exercised exceeds the Option Price specified in
     the related Option.



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          "STOCK APPRECIATION RIGHT" means a right granted under Section 8 of
     this Plan, including a Stock Appreciation Right or a Tandem Stock
     Appreciation Right.

          "SUBSIDIARY" means a corporation or other entity (i) more than 50
     percent of whose outstanding Shares or securities (representing the right
     to vote for the election of directors or other managing authority) are, or
     (ii) which does not have outstanding Shares or securities (as may be the
     case in a partnership, joint venture or unincorporated association), but
     more than 50 percent of whose ownership interest (representing the right
     generally to make decisions for such other entity) is, as of the date this
     Plan is approved by the Board and thereafter owned or controlled directly
     or indirectly by the Company, provided that for purposes of determining
     whether any person may be a Participant for purposes of any grant of
     Incentive Stock Options, "Subsidiary" means any corporation in which the
     Company owns or controls directly or indirectly more than 50 percent of the
     total combined voting power represented by all classes of stock issued by
     such corporation at the time of such grant.

          "SUBSTITUTE AWARDS" means Awards granted solely in assumption of, or
     in substitution for, outstanding awards previously granted by a company
     acquired by the Company or with which the Company combines.

          "TANDEM STOCK APPRECIATION RIGHT" means a Stock Appreciation Right
     granted pursuant to Section 8 of this Plan that is granted in tandem with
     an Option or any similar right granted under any other Plan of the Company
     such that the exercise of one results in the cancellation of the other.

          "TEN PERCENT SHAREHOLDER" means a person who owns, at the time of an
     Award and after taking into account the attribution rules of Section 424(d)
     of the Code, more than ten percent (10%) of the total combined voting power
     of all classes of stock of either Dan River, a Subsidiary or a Parent
     Corporation.


3.   SHARES AVAILABLE UNDER THE PLAN.

     (a) Subject to adjustment as provided in Section 4 of this Plan, the number
of Shares (the "Authorized Shares") that may be (i) issued or transferred upon
the exercise of Options or Stock Appreciation Rights, (ii) Awarded as Restricted
Shares and released from substantial risk of forfeiture, or (iii) issued or
transferred in payment of Deferred Shares, Performance Shares, Performance
Units, or Other Stock Based Awards, shall not in the aggregate exceed (y)
1,000,000 Shares, plus (z) the Shares authorized for issuance under the 2000
long-term incentive plan which have not been previously issued and are not
subject to outstanding Awards as of the effective date of this Plan. Such Shares
may be Shares of original issuance, Shares held in treasury, or Shares that have
been reacquired by the Company. The number of Performance Units granted under
this Plan may not in the aggregate exceed 1,000,000.



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     (b) Upon the payment of any Option Price by the transfer to the Company of
Shares or upon satisfaction of tax withholding obligations under the Plan by the
transfer or relinquishment of Shares, there shall be deemed to have been issued
or transferred only the number of Shares actually issued or transferred by the
Company, less the number of Shares so transferred or relinquished. Upon the
payment in cash of a benefit provided by any Award under this Plan, any Shares
that were subject to such Award shall again be available for issuance or
transfer under this Plan. Performance Units that are paid in Shares or are not
earned by a Participant at the end of a Performance Period are available for
future grants of Performance Units.

     (c) If an Award expires or terminates for any reason without being
exercised in full or is satisfied without the distribution of Stock, or Stock
distributed pursuant to an Award is forfeited or reacquired by the Company, or
is surrendered upon exercise of an Award, the Stock subject to such Award or so
forfeited, reacquired or surrendered shall again be available for distribution
for purposes of the Plan.

     (d) No Participant may receive Awards, including Options, during any one
calendar year representing more than 250,000 Shares or more than 250,000
Performance Units.

     (e) Any shares issued by the Company as Substitute Awards in connection
with the assumption or substitution of outstanding grants from any acquired
corporation shall not reduce the Shares available for Awards under the Plan.


4.   ADJUSTMENTS.

     In the event that the Committee determines that any dividend or other
distribution (whether in the form of cash, Shares, other securities, or other
property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, or exchange
of Shares or other securities of the Company, issuance of warrants or other
rights to purchase Shares or other securities of the Company, or other similar
corporate transaction or event affects the Shares such that an adjustment is
determined in good faith by the Committee, in its sole discretion, to be
appropriate in order to prevent dilution or enlargement of the rights of
Optionees or Grantees, then the Committee shall, in such manner as it may deem
equitable: (i) adjust any or all of (1) the per Participant and the aggregate
number of Shares or other securities of the Company (or number and kind of other
securities or property) or Performance Units with respect to which Awards may be
granted under the Plan; (2) the number of Shares or other securities of the
Company (or number and kind of other securities or property) or Performance
Units subject to outstanding Awards under the Plan; and (3) the grant or
exercise price with respect to any Award under the Plan, provided that in each
case, the number of shares subject to any Award shall always be a whole number;
(ii) if deemed appropriate, provide for an equivalent award in respect of
securities of the surviving entity of any merger, consolidation or other
transaction or event having a similar effect; or (iii) if deemed appropriate,
make provision for a cash payment to the holder of an outstanding Award.


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5.   ADMINISTRATION OF THE PLAN.

     (a) This Plan shall be administered by the Committee except that, for
purposes of grants of Awards to Non-Employee Directors, the entire Board shall
serve as the Committee.

     (b) The Committee, shall have the power and authority to grant Awards
consistent with the terms of the Plan, including the power and authority: (i) to
select the officers and other Key Employees of the Company, its Subsidiaries and
Affiliates to whom Awards may from time to time be granted; (ii) to determine
the time or times of grant, and the extent, if any, of Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Share Awards,
Deferred Share Awards, Performance Share Awards, Performance Unit Awards, or any
combination of the foregoing, granted to any one or more Participants; (iii) to
determine the number of Shares to be covered by any Award; (iv) to establish the
terms and conditions of any Award, including, but not limited to: (A) the Share
price; (B) any restriction or limitation on the grant, vesting or exercise of
any Award (including but not limited to, the attainment (and certification of
the attainment) of one or more Performance Objectives (or any combination
thereof) that may apply to the individual Participant, a Company business unit,
including a Subsidiary or an Affiliate, or the Company as a whole); and (C) any
waiver of vesting, acceleration or forfeiture provisions regarding any Stock
Option or other Award and the Stock relating thereto, based on such factors as
the Committee shall determine; and to determine whether, to what extent and
under what circumstances Stock and other amounts payable with respect to an
Award shall be deferred either automatically or at the election of the
Participant, and whether and to what extent the Company shall pay or credit
amounts equal to interest (at rates determined by the Committee), dividends or
deemed dividends on such deferrals.

     (c) Subject to the provisions of the Plan, the Committee shall have full
and conclusive authority to interpret and administer the Plan and any instrument
or agreement relating, to or Award made under, the Plan; to amend or modify the
terms of any Award at or after grant with the consent of the holder of the
Award, except to the extent prohibited by Section 7(b); to prescribe, amend and
rescind rules and regulations relating to the Plan; to determine the terms and
provisions of the respective Award agreements and to make all other
determinations necessary or advisable for the proper administration of the Plan.
The Committee's determinations under the Plan need not be uniform and may be
made by it selectively among persons who receive, or are eligible to receive,
Awards under the Plan (whether or not such person are similarly situated). No
member of the Committee shall be liable to any person or entity for any action
taken or determination made in good faith with respect to the Plan or any Awards
granted hereunder.

     (d) Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee, may


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be made at any time and shall be final, conclusive and binding upon all Persons,
including the Company, any Subsidiary and Affiliate, and Participant, any holder
or beneficiary of any Award, any Employee and any Non-Employee Director.


6.   ELIGIBILITY.

     Any officer, Key Employee (including any employee-director of the Company
or of any Subsidiary or Affiliate who is not a member of the Committee) or Non-
Employee Director shall be eligible to be designated a Participant.


7.   OPTIONS.

     The Committee may from time to time authorize grants to Participants of
Options to purchase Shares upon such terms and conditions as the Committee may
determine in accordance with the following provisions:

          (a) Each grant shall specify the number of Shares to which it
     pertains.

          (b) Each grant shall specify an Option Price per Share. Except in the
     case of Substitute Awards, the Option Price of an Option may not be less
     than 100% of the Fair Market Value of the Shares with respect to which the
     Option is granted on the Grant Date. If an officer or Key Employee owns or
     is deemed to own (by reason of the attribution rules applicable under
     Section 424(d) of the Code) more than 10% of the combined voting power of
     all classes of stock of the Company or any Subsidiary or Parent Corporation
     (within the meaning of Section 424(e) of the Code), and an Incentive Stock
     Option is granted to such officer or Key Employee, the Option Price shall
     be no less than 110% of the Fair Market Value on the Grant Date.
     Notwithstanding the foregoing and except as permitted by the provisions of
     Sections 4 and 20(c) hereof, the Committee shall not have the power to (i)
     amend the terms of previously granted Options to reduce the Option Price of
     such Options absent shareholder approval, or (ii) cancel such Options and
     grant substitute Options with a lower Option Price than the cancelled
     Options absent shareholder approval if the cancellation and substitution
     would be combined under the rules set forth in Financial Accounting
     Standards Board Interpretation No. 44 (March 2000).

          (c) Each Option may be exercised in whole or in part at any time, with
     respect to whole shares only, within the period permitted for the exercise
     thereof and shall be exercised by written notice of intent to exercise the
     Option, delivered to the Company at its principal office, and payment in
     full to the Company at said office of the amount of the Option Price for
     the number of Shares with respect to which the Option is then being
     exercised. Each grant shall specify the form of consideration to be paid in
     satisfaction of the Option Price and the manner of payment of such
     consideration, which may include (i) cash in the form of currency or check
     or other cash equivalent acceptable to the Company, (ii) nonforfeitable,


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     unrestricted Shares that have been owned by the Optionee for at least six
     months and have a value at the time of exercise that is equal to the Option
     Price, together with any applicable withholding taxes, (iii) any other
     legal consideration that the Committee may deem appropriate, including
     without limitation any form of consideration authorized under Section 7(d)
     below, on such basis as the Committee may determine in accordance with this
     Plan, or (iv) any combination of the foregoing.

          (d) On or after the Grant Date of any Option other than the Incentive
     Stock Option, the Committee may determine that payment of the Option Price
     may also be made in whole or in part in the form of Restricted Shares or
     other Shares that are subject to risk of forfeiture or restrictions on
     transfer. Unless otherwise determined by the Committee, whenever any Option
     Price is paid in whole or in part by means of any of the forms of
     consideration specified in this Section 7(d), the Shares received by the
     Optionee upon the exercise of the Options shall be subject to the same
     risks of forfeiture or restrictions on transfer as those that applied to
     the consideration surrendered by the Optionee, provided that such risks of
     forfeiture and restrictions on transfer apply only to the same number of
     Shares received by the Optionee as applied to the forfeitable or Restricted
     Shares surrendered by the Optionee.

          (e) Any grant may provide for deferred payment of the Option Price
     from the proceeds of sale through a bank or broker on the date of exercise
     of some or all of the Shares to which the exercise relates.

          (f) On or, in the case of Nonqualified Stock Options, after the Grant
     Date, the Committee may provide for the automatic grant to the Optionee of
     a "reload" Option in the event the Optionee surrenders Shares in
     satisfaction of the Option Price upon the exercise of an Option as
     authorized under Sections 7(c) and (d) above. Each reload Option shall
     pertain to a number of Shares equal to the number of Shares utilized by the
     Optionee to exercise the original Option. Each reload Option shall have an
     exercise price equal to the Fair Market Value on the date the reload is
     granted and shall expire on the stated expiration date of the original
     Option.

          (g) Each Option grant may specify a period of continuous employment of
     the Optionee by the Company or any Subsidiary (or, in the case of a
     Non-Employee Director, service on the Board) or other terms and conditions,
     such as achievement of Performance Objectives, that may be determined by
     the Committee that is necessary before the Options or installments thereof
     shall become exercisable, and any grant may provide for the earlier
     exercise of such rights in the event of a Change in Control of the Company
     or other similar transaction or event.

          (h) Options granted under this Plan may be Incentive Stock Options,
     Nonqualified Stock Options or a combination of the foregoing, provided that
     only Nonqualified Stock Options may be granted to Non-Employee Directors.
     Each grant shall specify whether (or the extent to which) the Option is an
     Incentive Stock Option or a Nonqualified Stock Option. Notwithstanding any


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     such designation, to the extent that the aggregate Fair Market Value of the
     Shares with respect to which Options designated as Incentive Stock Options
     or Tandem Stock Appreciation Rights related to such Incentive Stock Options
     are exercisable for the first time by an Optionee during any calendar year
     (under all Plans of the Company) exceeds $100,000 such Options shall be
     treated as Nonqualified Stock Options.

          (i) No Option granted under this Plan may be exercised more than 10
     years from the Grant Date; provided, however, that if an Incentive Stock
     Option is granted to an employee who owns or is deemed to own (by reason of
     the attribution rules of Section 424(d) of the Code) more than 10% of the
     combined voting power of all classes of stock of the Company or any
     Subsidiary or Parent Corporation (within the meaning of Section 424(e) of
     the Code), the term of such Incentive Stock Option shall be no more than
     five years from the date of grant.

          (j) Each grant shall be evidenced by an agreement executed on behalf
     of the Company by any officer thereof and delivered to and accepted by the
     Optionee and containing such terms and provisions as the Committee may
     determine consistent with this Plan.


8.   STOCK APPRECIATION RIGHTS.

     The Committee may also authorize grants to Participants of Stock
Appreciation Rights. A Stock Appreciation Right provides a Participant the right
to receive from the Company an amount, which shall be determined by the
Committee and shall be expressed as a percentage (not exceeding 100 percent) of
the Spread at the time of the exercise of such right. Any grant of Stock
Appreciation Rights under this Plan shall be upon such terms and conditions as
the Committee may determine in accordance with the following provisions:

          (a) Any grant may specify that the amount payable upon the exercise of
     a Stock Appreciation Right may be paid by the Company in cash, Shares or
     any combination thereof and may (i) either grant to the Participant or
     reserve to the Committee the right to elect among those alternatives or
     (ii) preclude the right of the Participant to receive and the Company to
     issue Shares or other equity securities in lieu of cash;

          (b) Any grant may specify that the amount payable upon the exercise of
     a Stock Appreciation Right shall not exceed a maximum specified by the
     Committee on the Grant Date;

          (c) Any grant may specify (i) a waiting period or periods before Stock
     Appreciation Rights shall become exercisable and (ii) permissible dates or
     periods on or during which Stock Appreciation Rights shall be exercisable;

          (d) Any grant may specify that a Stock Appreciation Right may be
     exercised only in the event of a Change in Control of the Company or other
     similar transaction or event,

                                       12
<PAGE>

          (e) On or after the Grant Date of any Stock Appreciation Rights, the
     Committee may provide for the payment to the Participant of Dividend
     Equivalents thereon in cash or Shares on a current, deferred or contingent
     basis,

          (f) Each grant shall be evidenced by an agreement executed on behalf
     of the Company by any officer thereof and delivered to and accepted by the
     Optionee, which shall describe the subject Stock Appreciation Rights,
     identify any related Options, state that the Stock Appreciation Rights are
     subject to all of the terms and conditions of this Plan and contain such
     other terms and provisions as the Committee may determine consistent with
     this Plan,

          (g) Each grant of a Tandem Stock Appreciation Right shall provide that
     such Tandem Stock Appreciation Right may be exercised only (i) at a time
     when the related Option (or any similar right granted under this or any
     other Plan of the Company) is also exercisable and the Spread is positive;
     and (ii) by surrender of the related Option (or such other right) for
     cancellation;

          (h) Each grant of a Stock Appreciation Right shall specify in respect
     of each Stock Appreciation Right a Base Price per Share, which shall be
     equal to or greater than the Fair Market Value of the Shares on the Grant
     Date. Successive grants of Stock Appreciation Rights may be made to the
     same Participant regardless of whether any Stock Appreciation Rights
     previously granted to such Participant remain unexercised. Each grant shall
     specify the period or periods of continuous employment of the Participant
     by the Company or any Subsidiary that are necessary before the Stock
     Appreciation Rights or installments thereof shall become exercisable, and
     any grant may provide for the earlier exercise of such rights in the event
     of a Change in Control of the Company or other similar transaction or
     event. No Stock Appreciation Right granted under this Plan may be exercised
     more than 10 years from the Grant Date.


9.   RESTRICTED SHARES.

     The Committee may also authorize grants to Participants of Restricted
Shares upon such terms and conditions as the Committee may determine in
accordance with the following provisions:

          (a) Each grant shall constitute an immediate transfer of the ownership
     of Shares to the Participant in consideration of the performance of
     services, entitling such Participant to dividend, voting and other
     ownership rights, subject to the substantial risk of forfeiture and
     restrictions on transfer hereinafter described.

          (b) Each grant may be made without additional consideration from the
     Participant or in consideration of a payment by the Participant that is
     less than the Fair Market Value on the Grant Date.

                                       13
<PAGE>

          (c) Each grant shall provide that the Restricted Shares covered
     thereby shall be subject to a "substantial risk of forfeiture" within the
     meaning of Section 83 of the Code for a period to be determined by the
     Committee on the Grant Date, and any grant or sale may provide for the
     earlier termination of such risk of forfeiture in the event of a Change in
     Control of the Company or other similar transaction or event.

          (d) Each grant shall provide that, during the period for which such
     substantial risk of forfeiture is to continue, the transferability of the
     Restricted Shares shall be prohibited or restricted in the manner and to
     the extent prescribed by the Committee on the Grant Date. Such restrictions
     may include, without limitation, rights of repurchase or first refusal by
     the Company or provisions subjecting the Restricted Shares to a continuing
     substantial risk of forfeiture in the hands of any transferee.

          (e) Any grant or the vesting thereof may be further conditioned upon
     the attainment of Performance Objectives established by the Committee in
     accordance with the applicable provisions of Section 11 of this Plan
     regarding Performance Shares and Performance Units.

          (f) Any grant may require that any or all dividends or other
     distributions paid on the Restricted Shares during the period of such
     restrictions be automatically sequestered and reinvested on an immediate or
     deferred basis in the form of cash or additional Shares, which may be
     subject to the same restrictions as the underlying Award or such other
     restrictions as the Committee may determine.

          (g) Each grant shall be evidenced by an agreement executed on behalf
     of the Company by any officer thereof and delivered to and accepted by the
     Participant and containing such terms and provisions as the Committee may
     determine consistent with this Plan. Unless otherwise directed by the
     Committee, all certificates representing Restricted Shares, together with a
     stock power that shall be endorsed in blank by the Participant with respect
     to such Shares, shall be held in custody by the Company until all
     restrictions thereon lapse.

          (h) At the end of the restricted period and provided that any other
     restrictive conditions of the Restricted Shares Award are met, or at such
     earlier time as otherwise determined by the Committee, all restrictions set
     forth in the Award Agreement relating to the Restricted Share Award or in
     the Plan shall lapse as to the Restricted Shares subject thereto, and a
     stock certificate for the appropriate number of Shares, free of the
     restrictions and restricted stock legend, shall be delivered to the
     Participant or the Participant's beneficiary or estate, as the case may be.


                                       14
<PAGE>

10.   DEFERRED SHARES.

     The Committee may authorize grants of Deferred Shares to Participants upon
such terms and conditions as the Committee may determine in accordance with the
following provisions:

          (a) Each grant shall constitute the agreement by the Company to issue
     or transfer Shares to the Participant in the future in consideration of the
     performance of services, subject to the fulfillment during the Deferral
     Period of such conditions as the Committee may specify.

          (b) Each grant may be made without additional consideration from the
     Participant or in consideration of a payment by the Participant that is
     less than the Fair Market Value on the Grant Date.

          (c) Each grant shall provide that the Deferred Shares covered thereby
     shall be subject to a Deferral Period, which shall be fixed by the
     Committee on the Grant Date, and any grant or sale may provide for the
     earlier termination of such period in the event of a Change in Control of
     the Company or other similar transaction or event.

          (d) During the Deferral Period, the Participant shall not have any
     right to transfer any rights under the subject Award, shall not have any
     rights of ownership in the Deferred Shares and shall not have any right to
     vote such Shares, but the Committee may on or after the Grant Date
     authorize the payment of Dividend Equivalents on such Shares in cash or
     additional Shares on a current, deferred or contingent basis.

          (e) Any grant or the vesting thereof may be further conditioned upon
     the attainment of Performance Objectives established by the Committee in
     accordance with the applicable provisions of Section 11 of this Plan
     regarding Performance Shares and Performance Units. Except as otherwise
     determined by the Committee, all Deferred Shares and all rights of the
     grantee to such Deferred Shares shall terminate, without further obligation
     on the part of the Company, unless the Grantee remains in continuous
     employment of the Company for the entire Deferral Period in relation to
     which such Deferred Shares were granted and unless any other restrictive
     conditions relating to the Deferred Shares are met.

          (f) Each grant shall be evidenced by an agreement executed on behalf
     of the Company by any officer thereof and delivered to and accepted by the
     Participant and containing such terms and provisions as the Committee may
     determine consistent with this Plan.


                                       15
<PAGE>

11.   PERFORMANCE SHARES AND PERFORMANCE UNITS.

     The Committee also may authorize grants of Performance Shares and
Performance Units, which shall become payable to the Participant upon the
achievement of specified Performance Objectives, upon such terms and conditions
as the Committee may determine in accordance with the following provisions:

          (a) Each grant shall specify the number of Performance Shares or
     Performance Units to which it pertains, which may be subject to adjustment
     to reflect changes in compensation or other factors.

          (b) The Performance Period with respect to each Performance Share or
     Performance Unit shall commence on a date specified by the Committee at the
     time of grant and may be subject to earlier termination in the event of a
     Change in Control of the Company or other similar transaction or event.

          (c) Each Award shall specify the Performance Objectives that are to be
     achieved by the Participant with respect to the grant or the vesting
     thereof.

          (d) Each grant may specify in respect of the specified Performance
     Objectives a minimum acceptable level of achievement below which no payment
     will be made and shall set forth a formula or other procedure for
     determining the amount of any payment to be made if performance is at or
     above such minimum acceptable level but falls short of the maximum
     achievement of the specified Performance Objectives.

          (e) Each grant shall specify the time and manner of payment of
     Performance Shares or Performance Units that shall have been earned, and
     any grant may specify that any such amount may be paid by the Company in
     cash, Shares or any combination thereof and may either grant to the
     Participant or reserve to the Committee the right to elect among those
     alternatives.

          (f) Any grant of Performance Shares or Performance Units may specify
     that the amount payable, or the number of Shares issued, with respect
     thereto may not exceed a maximum specified by the Committee on the Grant
     Date.

          (g) Any grant of Performance Shares may provide for the payment to the
     Participant of Dividend Equivalents thereon in cash or additional Shares on
     a current, deferred or contingent basis.

          (h) If provided in the terms of the grant, the Committee may adjust
     Performance Objectives and the related minimum acceptable level of
     achievement if, in the sole judgment of the Committee, events or
     transactions have occurred after the Grant Date that are unrelated to the
     performance of the Participant and result in distortion of the Performance
     Objectives or the related minimum acceptable level of achievement.

                                       16
<PAGE>

          (i) Each grant shall be evidenced by an agreement executed on behalf
     of the Company by any officer thereof and delivered to and accepted by the
     Participant, which shall state that the Performance Shares or Performance
     Units are subject to all of the terms and conditions of this Plan and such
     other terms and provisions as the Committee may determine consistent with
     this Plan.


12.   OTHER STOCK-BASED AWARDS.

     The Committee shall have the authority to grant to Participants an "Other
Stock-Based Award," which shall consist of any right that is (a) not an Award
described in Sections 7 through 11 above and (b) an Award of Shares or an Award
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares), as deemed by the Committee to be consistent
with the purposes of the Plan. Subject to the terms of the Plan and any
applicable Award Agreement, the Committee shall determine the terms and
conditions of any such Other Stock-Based Award.


13.   AWARDS TO NON-EMPLOYEE DIRECTORS.

     The Board may provide that all or a portion of a Non-Employee Director's
annual retainer and/or meeting fees be payable (either automatically or at the
election of a Non-Employee Director) in the form of Nonqualified Stock Options,
Stock Appreciation Rights, Restricted Shares, Deferred Shares and/or Other Stock
Based Awards, including unrestricted Shares. The Board shall determine the terms
and conditions of any such Awards, including the terms and conditions which
shall apply upon a termination of the Non-Employee Director's service as a
member of the Board, and shall have full power and authority in its discretion
to administer such Awards, subject to the terms of the Plan and applicable law.


14.   PROVISIONS APPLICABLE TO COVERED OFFICERS AND PERFORMANCE-BASED AWARDS.

     Notwithstanding anything in the Plan to the contrary, unless the Committee
determines otherwise, all performance-based Awards granted hereunder shall be
subject to the terms and provisions of this Section 14:

          (a) The Committee may grant to Covered Officers performance-based
     Awards that vest or become exercisable upon the attainment of performance
     targets related to one or more Performance Objectives selected by the
     Committee from among the list of Performance Objectives contained herein.
     For the purposes of this Section 14, performance goals shall be limited to
     one or more of the Performance Objectives or any combination thereof. Each
     Performance Objective may be expressed on an absolute and/or relative
     basis, may be based on or otherwise employ comparisons based on internal
     targets, the past performance of the Company and/or the past or current


                                       17
<PAGE>

     performance of other companies, and in the case of earnings-based measures,
     may use or employ comparisons relating to capital, shareholders' equity
     and/or Shares outstanding, or to assets or net assets.

          (b) With respect to any Covered Officer, the maximum number of Shares
     in respect of which all performance-based Restricted Shares, Deferred
     Shares, Performance Shares, Performance Units and Other Stock-Based Awards
     may be granted under the Plan during any one calendar year is 250,000 and
     the maximum amount of any Award which shall be payable in cash during any
     one calendar year is $2,500,000.

          (c) To the extent necessary to comply with Section 162(m) of the Code,
     with respect to Restricted Share Awards, Deferred Share Awards, Performance
     Share Awards, Performance Unit Awards and Other Stock-Based Awards, no
     later than 90 days following the commencement of each Performance Period
     (or such other time as may be required or permitted by Section 162(m) of
     the Code), the Committee shall, in writing, (i) select the Performance
     Objective or Objectives applicable to the Performance Period, (ii)
     establish the various targets and bonus amounts which may be earned for
     such Performance Period, and (iii) specify the relationship between
     Performance Objectives and targets and the amounts to be earned by each
     Covered Officer for such Performance Period. Following the completion of
     each Performance Period, the Committee shall certify in writing whether the
     applicable performance targets have been achieved and the amounts, if any,
     payable to Covered Officers for such Performance Period. In determining the
     amount earned by a Covered Officer for a given Performance Period, subject
     to any applicable Award Agreement, the Committee shall have the right to
     reduce (but not increase) the amount payable at a given level of
     performance to take into account additional factors that the Committee may
     deem relevant to the assessment of individual or corporate performance for
     the Performance Period.


15.   TRANSFERABILITY.

     (a) Except as provided in Section 15(b), no Award granted under this Plan
may be sold, assigned, transferred, pledged, hypothecated or otherwise
encumbered or disposed of by a Participant other than by will or the laws of
descent and distribution, and Options and Stock Appreciation Rights shall be
exercisable during a Participant's lifetime only by the Participant or, in the
event of the Participant's legal incapacity, by his guardian or legal
representative acting in a fiduciary capacity on behalf of the Participant under
state law and court supervision.

     (b) The Committee may expressly provide in a Nonqualified Stock Option
agreement (or an amendment to such an agreement) that a Participant may transfer
such Nonqualified Stock Option to a spouse or lineal descendant (a "Family
Member"), a trust for the exclusive benefit of Family Members, a partnership or
other entity in which all the beneficial owners are Family Members, or any other


                                       18
<PAGE>

entity affiliated with the Participant that may be approved by the Committee.
Subsequent transfers of any such Nonqualified Stock Option shall be prohibited
except in accordance with this Section 15(b). All terms and conditions of any
such Nonqualified Stock Option, including provisions relating to the termination
of the Participant's employment or service with the Company or a Subsidiary,
shall continue to apply following a transfer made in accordance with this
Section 15(b).

     (c) Any Award made under this Plan may provide that all or any part of the
Shares that are (i) to be issued or transferred by the Company upon the exercise
of Options or Stock Appreciation Rights, upon the termination of the Deferral
Period applicable to Deferred Shares or upon payment under any grant of
Performance Shares or Performance Units, or (ii) no longer subject to the
substantial risk of forfeiture and restrictions on transfer referred to in
Section 9 of this Plan, shall be subject to further restrictions upon transfer.


16. FRACTIONAL SHARES.

     No fractional Shares shall be issued or delivered pursuant to the Plan or
any Award, and the Committee shall determine whether cash, other securities, or
other property shall be paid or transferred in lieu of any fractional Shares or
whether such fractional Shares or any rights thereto shall be canceled,
terminated or otherwise eliminated.


17.   WITHHOLDING TAXES.

     To the extent that the Company is required to withhold federal, state,
local or foreign taxes in connection with any payment made or benefit realized
by a Participant or other person under this Plan, it shall be a condition to the
receipt of such payment or the realization of such benefit that the Participant
or such other person make arrangements satisfactory to the Company for payment
of all such taxes required to be withheld. At the discretion of the Committee,
such arrangements may include relinquishment of a portion of such benefit to pay
the minimum required tax withholding. The Committee may provide, at its
discretion, for additional cash payments to holders of Awards to defray or
offset any tax arising from the grant, vesting, exercise or payments of any
Award other than ISO's.


18.   CERTAIN TERMINATIONS OF EMPLOYMENT, HARDSHIP AND APPROVED LEAVES OF
ABSENCE.

     Notwithstanding any other provision of this Plan to the contrary, in the
event of termination of employment by reason of death, Disability, Normal
Retirement, Early Retirement with the consent of the Company or leave of absence
approved by the Company, or in the event of Hardship or other special
circumstances, of a Participant who holds an Option or Stock Appreciation Right
that is not immediately and fully exercisable, any Restricted Shares as to which
the substantial risk of forfeiture or the prohibition or restriction on transfer
has not lapsed, any Deferred Shares as to which the Deferral Period is not
complete, any Performance Shares or Performance Units that have not been fully


                                       19
<PAGE>

earned, or any Shares that are subject to any transfer restriction pursuant to
Section 15(b) of this Plan, the Committee may in its sole discretion take any
action that it deems to be equitable under the circumstances or in the best
interests of the Company, including without limitation waiving or modifying any
limitation or requirement with respect to any Award under this Plan.


19.   FOREIGN EMPLOYEES.

     In order to facilitate the making of any grant or combination of grants
under this Plan, the Committee may provide for such special terms for Awards to
Participants who are foreign nationals, or who are employed by the Company or
any Subsidiary outside of the United States of America, as the Committee may
consider necessary or appropriate to accommodate differences in local law, tax
policy or custom. Moreover, the Committee may approve such supplements to, or
amendments, restatements or alternative versions of this Plan as it may consider
necessary or appropriate for such purposes without thereby affecting the terms
of this Plan as in effect for any other purpose, provided that no such
supplements, amendments, restatements or alternative versions shall include any
provisions that are inconsistent with the terms of this Plan, as then in effect,
unless this Plan could have been amended to eliminate such inconsistency without
further approval by the shareholders of the Company.

20.   AMENDMENTS AND OTHER MATTERS.

     (a) The Board may amend, alter, suspend, discontinue or terminate the Plan
or any portion thereof at any time; provided that no such amendment, alteration,
suspension, discontinuation or termination shall increase any of the limitations
specified in Sections 3 or 14(b) of this Plan, other than to reflect an
adjustment made in accordance with Section 4, without the further approval of
the shareholders of the Company.

     (b) Subject to the restrictions of Section 7(b) hereof, the Committee may
waive any conditions or rights under, amend any terms of, or alter, suspend,
discontinue, cancel or terminate, any Award theretofore granted, prospectively
or retroactively; provided that any such waiver, amendment, alteration,
suspension, discontinuance, cancellation or termination that would adversely
affect the rights of any Participant or any holder or beneficiary of any Award
theretofore granted shall not to that extent be effective without the consent of
the affected Participant, holder or beneficiary.

     (c) The Committee is hereby 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, the events described in
Section 4 hereof) affecting the Company, any Subsidiary or Affiliate, or the
financial statements of the Company or any Subsidiary or Affiliate, or of


                                       20
<PAGE>

changes in applicable laws, regulations, or accounting principles, whenever the
Committee determines that such adjustments are appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan; provided that no such adjustment shall be
authorized to the extent that such authority would be inconsistent with a
performance based award's meeting the requirements of Section 162(m) of the
Code.

     (d) This Plan shall not confer upon any Participant any right with respect
to continuance of employment or other service with the Company or any Subsidiary
and shall not interfere in any way with any right that the Company or any
Subsidiary would otherwise have to terminate any Participant's employment or
other service at any time.

     (e) To the extent that any provision of this Plan would prevent any Option
that was intended to qualify under particular provisions of the Code from so
qualifying, such provision of this Plan shall be null and void with respect to
such Option, provided that such provision shall remain in effect with respect to
other Options, and there shall be no further effect on any provision of this
Plan.


21.   GOVERNING LAW.

     The validity, construction and effect of this Plan and any Award hereunder
shall be determined in accordance with the laws (including those governing
contracts) of the State of Georgia, without giving effect to the conflict of law
principles thereof.


22.   NO RIGHTS TO AWARDS.

     No Person shall have any claim to be granted any Award, and there is no
obligation for uniformity of treatment of Employees, Non-Employee Directors, or
holders or beneficiaries of Awards. The terms and conditions of Awards need not
be the same with respect to each recipient.


23.   SHARE CERTIFICATES.

     All certificates for Shares or other securities of the Company or any
Subsidiary or Affiliate delivered under the Plan pursuant to any Award or the
exercise thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the rules,
regulations, and other requirements of the SEC, any stock exchange upon which
such Shares or other securities are then listed, and any applicable Federal or
state laws, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.


                                       21
<PAGE>

24.   AWARD AGREEMENTS.

     Each Award hereunder shall be evidenced by an Award Agreement that shall be
delivered to the Participant and shall specify the terms and conditions of the
Award and any rules applicable thereto. In the event of a conflict between the
terms of the Plan and any Award Agreement, the terms of the Plan shall prevail.

25.   NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS.

     Nothing contained in the Plan shall prevent the Company or any Subsidiary
or Affiliate from adopting or continuing in effect other compensation
arrangements, which may, but need not, provide for the grant of Options,
Restricted Shares, Shares and other types of Awards provided for hereunder
(subject to shareholder approval as such approval is required), and such
arrangements may be either generally applicable or applicable only in specific
cases.


26.   SEVERABILITY.

     If any provision of the Plan or any Award is, or becomes, or is deemed to
be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or
Award, or would disqualify the Plan or any Award under any law deemed applicable
by the Committee, such provision shall be construed or deemed amended to conform
to the applicable laws, or if it cannot be construed or deemed amended without,
in the determination of the Committee, materially altering the intent of the
Plan or the Award, such provision shall be stricken as to such jurisdiction,
Person or Award and the remainder of the Plan and any such Award shall remain in
full force and effect.


27.   OTHER LAWS.

     The Committee may refuse to issue or transfer any Shares or other
consideration under an Award if, acting in its sole discretion, it determines
that the issuance or transfer of such Shares or such other consideration might
violate any applicable law or regulation (including applicable non-U.S. laws or
regulations) or entitle the Company to recover the same under Section 16(b) of
the Exchange Act, and any payment tendered to the Company by a Participant,
other holder or beneficiary in connection with the exercise of such Award shall
be promptly refunded to the relevant Participant, holder, or beneficiary.
Without limiting the generality of the foregoing, no Award granted hereunder
shall be construed as an offer to sell securities of the Company, and no such
offer shall be outstanding, unless and until the Committee in its sole
discretion has determined that any such offer, if made, would be in compliance
with all applicable requirements of the U.S. federal or non-U.S. securities laws
and any other laws to which such offer, if made, would be subject.


                                       22
<PAGE>

28.   NO TRUST OR FUND CREATED.

     Neither the Plan nor any Award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship between the
Company or any Subsidiary or Affiliate and a Participant or any other Person. To
the extent that any Person acquires a right to receive payments from the Company
or any Subsidiary or Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
Subsidiary or Affiliate.


29.   HEADINGS.

     Headings are given to the Sections and subsections of the Plan solely as a
convenience to facilitate reference. Such headings shall not be deemed in any
way material or relevant to the construction or interpretation of the Plan or
any provision thereof.


30.   EFFECTIVE DATE AND SHAREHOLDER APPROVAL.

     This Plan shall become effective upon its approval by the shareholders of
the Company.


31.   TERMINATION.

     This Plan shall terminate ten years from the date on which this Plan is
first approved by the shareholders of the Company, and no Award shall be granted
after that date. Unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award granted hereunder may, and the authority
of the Committee to amend, alter, adjust, suspend, discontinue or terminate any
such Award or to waive any conditions or rights under any such Award shall,
continue after the authority for grant of new Awards hereunder has been
exhausted.


                                       23