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                             ADC TELECOMMUNICATIONS, INC.
                              1991 STOCK INCENTIVE PLAN

                  (as amended and restated through February 23, 1999)


SECTION 1.  PURPOSE; EFFECT ON PRIOR PLAN.

    (a)  PURPOSE.  The purpose of the ADC Telecommunications, Inc. 1991 Stock
Incentive Plan (the "Plan") is to aid in maintaining and developing management
personnel capable of assuring the future success of ADC Telecommunications, Inc.
(the "Company"), to offer such personnel incentives to put forth maximum efforts
for the success of the Company's business and to afford such personnel an
opportunity to acquire a proprietary interest in the Company.

    (b)  EFFECT ON PRIOR PLAN.  From and after the effective date of the Plan,
no stock options or restricted stock awards shall be granted under the Company's
Stock Option and Restricted Stock Plan.  All outstanding stock options and
restricted stock awards previously granted under the Stock Option and Restricted
Stock Plan shall remain outstanding in accordance with the terms thereof.

SECTION 2.  DEFINITIONS.

    As used in the Plan, the following terms shall have the meanings set forth
below:

    (a)  "Affiliate" shall mean (i) any entity that, directly or indirectly
    through one or more intermediaries, is controlled by the Company and (ii)
    any entity in which the Company has a significant equity interest, as
    determined by the Committee.

    (b)  "Award" shall mean any Option, Stock Appreciation Right, Restricted
    Stock, Restricted Stock Unit, Performance Award or Dividend Equivalent
    granted under the Plan.

    (c)  "Award Agreement" shall mean any written agreement, contract or other
    instrument or document evidencing any Award granted under the Plan.

    (d)  "Code" shall mean the Internal Revenue Code of 1986, as amended from
    time to time, and any regulations promulgated thereunder.

    (e)  "Committee" shall mean a committee of the Board of Directors of the
    Company designated by such Board to administer the Plan and composed of not
    less than three directors, each of whom is a "disinterested person" within
    the meaning of Rule 16b-3.

    (f)  "Dividend Equivalent" shall mean any right granted under Section 6(e)
    of the Plan.

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    (g)  "Fair Market Value" shall mean, with respect to any property
    (including, without limitation, any Shares or other securities), the fair
    market value of such property determined by such methods or procedures as
    shall be established from time to time by the Committee.  Notwithstanding
    the foregoing, for purposes of the Plan, the Fair Market Value of Shares on
    a given date shall be (i) the last sale price of the Shares as reported on
    the NASDAQ National Market System on such date, if the Shares are then
    quoted on the NASDAQ National Market System or (ii) the closing price of
    the Shares on such date on a national securities exchange, if the Shares
    are then being traded on a national securities exchange.

    (h)  "Incentive Stock Option" shall mean an option granted under Section
    6(a) of the Plan that is intended to meet the requirements of Section 422
    of the Code or any successor provision thereto.

    (i)  "Key Employee" shall mean any employee of the Company or any Affiliate
    who the Committee determines to be a key employee.

    (j)  "Non-Qualified Stock Option" shall mean an option granted under
    Section 6(a) of the Plan that is not intended to be an Incentive Stock
    Option.

    (k)  "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
    Option.

    (l)  "Participant" shall mean a Key Employee designated to be granted an
    Award under the Plan.

    (m)  "Performance Award" shall mean any right granted under Section 6(d) of
    the Plan.

    (n)  "Person" shall mean any individual, corporation, partnership,
    association or trust.

    (o)  "Restricted Stock" shall mean any Share granted under Section 6(c) of
    the Plan.

    (p)  "Restricted Stock Unit" shall mean any unit granted under Section 6(c)
    of the Plan evidencing the right to receive a Share (or a cash payment
    equal to the Fair Market Value of a Share) at some future date.

    (q)  "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
    Exchange Commission under the Securities Exchange Act of 1934, as amended,
    or any successor rule or regulation thereto.

    (r)  "Shares" shall mean shares of Common Stock, $.20 par value, of the
    Company or such other securities or property as may become subject to
    Awards pursuant to an adjustment made under Section 4(c) of the Plan.

    (s)  "Stock Appreciation Right" shall mean any right granted under Section
    6(b) of the Plan.


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SECTION 3.  ADMINISTRATION.

    (a)  POWER AND AUTHORITY OF THE COMMITTEE.  The Plan shall be administered
by the Committee.  Subject to the terms of the Plan and applicable law, the
Committee shall have full power and authority to:  (i) designate Participants;
(ii) determine the type or types of Awards to be granted to each Participant
under the Plan; (iii) determine the number of Shares to be covered by (or with
respect to which payments are to be calculated in connection with) Awards; (iv)
determine the terms and conditions of any Award or Award Agreement; (v) amend
the terms and conditions of any Award or Award Agreement and accelerate the
exercisability of Options or the lapse of restrictions relating to Restricted
Stock or Restricted Stock Units; (vi) determine whether, to what extent and
under what circumstances Awards may be exercised in cash, Shares, other
securities, other Awards or other property, or canceled, forfeited or suspended;
(vii) determine whether, to what extent and under what circumstances cash or
Shares payable with respect to an Award under the Plan shall be deferred either
automatically or at the election of the holder thereof or the Committee;
(viii) interpret and administer the Plan and any instrument or agreement
relating to, or Award made under, the Plan; (ix) establish, amend, suspend or
waive such rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan; and (x) make any other
determination and take any other action that the Committee deems necessary or
desirable for the administration of the Plan.  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 be made at any time and shall be
final, conclusive and binding upon any Participant, any holder or beneficiary of
any Award and any employee of the Company or any Affiliate.

    (b)  MEETINGS OF THE COMMITTEE.  The Committee shall select one of its
members as its chairman and shall hold its meetings at such times and places as
the Committee may determine.  A majority of the Committee's members shall
constitute a quorum.  All determinations of the Committee shall be made by not
less than a majority of its members.  Any decision or determination reduced to
writing and signed by all of the members of the Committee shall be fully
effective as if it had been made by a majority vote at a meeting duly called and
held.  The Committee may appoint a secretary and may make such rules and
regulations for the conduct of its business as it shall deem advisable.

SECTION 4.  SHARES AVAILABLE FOR AWARDS.

    (a)  SHARES AVAILABLE.  Subject to adjustment as provided in Section 4(c),
the number of Shares available for granting Awards under the Plan shall be
29,019,008.  If any Shares covered by an Award or to which an Award relates are
not purchased or are forfeited, or if an Award otherwise terminates without
delivery of any Shares or cash payments to be received thereunder, then the
number of Shares counted against the aggregate number of Shares available under
the Plan with respect to such Award, to the extent of any such forfeiture or
termination, shall again be available for granting Awards under the Plan.  In
addition, any Shares that are used by a Participant as full or partial payment
to the Company of the purchase price of Shares acquired upon exercise of an
Option shall again be available for granting Awards.



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    (b)  ACCOUNTING FOR AWARDS.  For purposes of this Section 4,

        (i)  if an Award entitles the holder thereof to receive or purchase
    Shares, the number of Shares covered by such Award or to which such Award
    relates shall be counted on the date of grant of such Award against the
    aggregate number of Shares available for granting Awards under the Plan;
    and

       (ii)  if an Award entitles the holder to receive cash payments but the
    amount of such payments are denominated in or based on a number of Shares,
    such number of Shares shall be counted on the date of grant of such Award
    against the aggregate number of Shares available for granting Awards under
    the Plan;

provided, however, that Awards that operate in tandem with (whether granted
simultaneously with or at a different time from), or that are substituted for,
other Awards may be counted or not counted under procedures adopted by the
Committee in order to avoid double counting.

    (c)  ADJUSTMENTS.  In the event that the Committee shall determine 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 by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in such manner as it
may deem equitable, adjust any or all of (i) the number and type of Shares (or
securities or other property) which thereafter may be made the subject of
Awards, (ii) the number and type of Shares (or securities or other property)
subject to outstanding Awards and (iii) the exercise price with respect to any
Award; provided, however, that the number of Shares covered by any Award or to
which such Award relates shall always be a whole number.

    (d)  INCENTIVE STOCK OPTIONS.  Notwithstanding the foregoing, the number of
Shares available for granting Incentive Stock Options under the Plan shall not
exceed 29,019,008, subject to adjustment as provided in the Plan and Section 422
or 424 of the Code.

SECTION 5.  ELIGIBILITY.

    Any Key Employee, including any Key Employee who is an officer or director
of the Company or any Affiliate, shall be eligible to be designated a
Participant; provided, however, that an Incentive Stock Option shall not be
granted to an employee of an Affiliate unless such Affiliate is also a
"subsidiary corporation" of the Company within the meaning of Section 424(f) of
the Code.

SECTION 6.  AWARDS.

    (a)  OPTIONS.  The Committee is hereby authorized to grant Options to
Participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan as the
Committee shall determine:


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         (i)  EXERCISE PRICE.  The purchase price per Share purchasable under
    an Option shall be determined by the Committee; provided, however, that
    such purchase price shall not be less than the Fair Market Value of a Share
    on the date of grant of such Option.

        (ii)  OPTION TERM.  The term of each Option shall be fixed by the
    Committee.

       (iii)  TIME AND METHOD OF EXERCISE.  The Committee shall determine the
    time or times at which an Option may be exercised in whole or in part and
    the method or methods by which, and the form or forms (including, without
    limitation, cash, Shares, other securities, other Awards or other property,
    or any combination thereof, having a Fair Market Value on the exercise date
    equal to the relevant exercise price) in which, payment of the exercise
    price with respect thereto may be made or deemed to have been made.

    (b)  STOCK APPRECIATION RIGHTS.  The Committee is hereby authorized to
grant Stock Appreciation Rights to Participants subject to the terms of the Plan
and any applicable Award Agreement.  A Stock Appreciation Right granted under
the Plan shall confer on the holder thereof a right to receive upon exercise
thereof the excess of (i) the Fair Market Value of one Share on the date of
exercise (or, if the Committee shall so determine, at any time during a
specified period before or after the date of exercise) over (ii) the grant price
of the Stock Appreciation Right as specified by the Committee, which price shall
not be less than the Fair Market Value of one Share on the date of grant of the
Stock Appreciation Right.  Subject to the terms of the Plan and any applicable
Award Agreement, the grant price, term, methods of exercise, dates of exercise,
methods of settlement and any other terms and conditions of any Stock
Appreciation Right shall be as determined by the Committee.  The Committee may
impose such conditions or restrictions on the exercise of any Stock Appreciation
Right as it may deem appropriate.

    (c)  RESTRICTED STOCK AND RESTRICTED STOCK UNITS.  The Committee is hereby
authorized to grant Awards of Restricted Stock and Restricted Stock Units to
Participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan as the
Committee shall determine:

         (i)  RESTRICTIONS.  Shares of Restricted Stock and Restricted Stock
    Units shall be subject to such restrictions as the Committee may impose
    (including, without limitation, any limitation on the right to vote a Share
    of Restricted Stock or the right to receive any dividend or other right or
    property with respect thereto), which restrictions may lapse separately or
    in combination at such time or times, in such installments or otherwise as
    the Committee may deem appropriate.

        (ii)  STOCK CERTIFICATES.  Any Restricted Stock granted under the Plan
    shall be evidenced by issuance of a stock certificate or certificates.
    Such certificate or certificates shall be registered in the name of the
    Participant and shall bear an appropriate legend referring to the terms,
    conditions and restrictions applicable to such Restricted Stock.  In the
    case of Restricted Stock Units, no Shares shall be issued at the time such
    Awards are granted.


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       (iii)  FORFEITURE; DELIVERY OF SHARES.  Except as otherwise determined
    by the Committee, upon termination of employment (as determined under
    criteria established by the Committee) during the applicable restriction
    period, all Shares of Restricted Stock and all Restricted Stock Units at
    such time subject to restriction shall be forfeited and reacquired by the
    Company; provided, however, that the Committee may, when it finds that a
    waiver would be in the best interest of the Company, waive in whole or in
    part any or all remaining restrictions with respect to Shares of Restricted
    Stock or Restricted Stock Units.  Shares representing Restricted Stock that
    is no longer subject to restrictions shall be delivered to the holder
    thereof promptly after the applicable restrictions lapse or are waived.
    Upon the lapse or waiver of restrictions and the restricted period relating
    to Restricted Stock Units evidencing the right to receive Shares, such
    Shares shall be issued and delivered to the holders of the Restricted Stock
    Units.

       (iv)   LIMIT ON RESTRICTED STOCK AWARDS. Effective February 23, 1999, 
    the maximum number of Shares under the Plan available for grants of 
    Restricted Stock made after such date shall be 235,046 Shares.

    (d)  PERFORMANCE AWARDS.  The Committee is hereby authorized to grant
Performance Awards to Participants subject to the terms of the Plan and any
applicable Award Agreement.  A Performance Award granted under the Plan (i) may
be denominated or payable in cash or Shares (including, without limitation,
Restricted Stock) and (ii) shall confer on the holder thereof the right to
receive payments, in whole or in part, upon the achievement of such performance
goals during such performance periods as the Committee shall establish.  Subject
to the terms of the Plan and any applicable Award Agreement, the performance
goals to be achieved during any performance period, the length of any
performance period, the amount of any Performance Award granted and the amount
of any payment to be made pursuant to any Performance Award shall be determined
by the Committee.

    (e)  DIVIDEND EQUIVALENTS.  The Committee is hereby authorized to grant to
Participants Dividend Equivalents under which such Participants shall be
entitled to receive payments (in cash or Shares, as determined in the discretion
of the Committee) equivalent to the amount of cash dividends paid by the Company
to holders of Shares with respect to a number of Shares determined by the
Committee.  Subject to the terms of the Plan and any applicable Award Agreement,
such Dividend Equivalents may have such terms and conditions as the Committee
shall determine.

    (f)  GENERAL.

       (i)    NO CASH CONSIDERATION FOR AWARDS.  Awards shall be granted for no
    cash consideration or for such minimal cash consideration as may be
    required by applicable law.

       (ii)   AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER.  Awards 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 plan of the Company or any Affiliate other than the Plan.  Awards
    granted in addition to or in tandem with other Awards or in addition to or
    in tandem with awards granted under any such other plan of the Company or
    any Affiliate may be granted either at the same time as or at a different
    time from the grant of such other Awards or awards.


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       (iii)  FORMS OF PAYMENT UNDER AWARDS.  Subject to the terms of the Plan
    and of any applicable Award Agreement, payments to be made by the Company
    or an Affiliate upon the grant, exercise or payment of an Award may be made
    in Shares, cash or a combination thereof as the Committee shall determine,
    and may be made in a single payment, in installments or on a deferred
    basis, in each case in accordance with rules and procedures established by
    the Committee.  Such rules and procedures 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 with respect to installment or deferred payments.

       (iv)   LIMITS ON TRANSFER OF AWARDS.  No Award and no right under any
    such Award shall be assignable, alienable, salable or transferable by a
    Participant otherwise than by will or by the laws of descent and
    distribution; PROVIDED, HOWEVER, that a Participant may, in the manner 
    established by the Committee, 

              (A) designate a beneficiary or beneficiaries to exercise the 
       rights of the Participant and receive any property distributable with 
       respect to any Award upon the death of the Participant, or  

              (B) transfer a Non-Qualified Stock Option to any member of such 
       Participant's immediate family (which, for purposes of this clause (B) 
       shall mean such Participant's children, grandchildren, or current 
       spouse) or to one or more trusts established for the exclusive benefit 
       of one or more such immediate family members or partnerships in which 
       the Participant or such immediate family members are the only partners, 
       PROVIDED that (1) there is no consideration for such transfer, and 
       (2) the Non-Qualified Options held by such transferees continue to be 
       subject to the same terms and conditions (including restrictions on 
       subsequent transfers) as were applicable to such Non-Qualified Options 
       immediately prior to their transfer.

    Each Award or right under any Award shall be exercisable during the 
    Participant's lifetime only by the Participant, by a transferee pursuant 
    to a transfer permitted by clause (B) of this Section 6(f)(iv), or, if 
    permissible under applicable law, by the Participant's or such 
    transferee's guardian or legal representative.  No Award or right under 
    any such Award may be pledged, alienated, attached or otherwise encumbered, 
    and any purported pledge, alienation, attachment or encumbrance thereof 
    shall be void and unenforceable against the Company or any Affiliate.

       (v)    TERM OF AWARDS.  The term of each Award shall be for such period
    as may be determined by the Committee.

       (vi)   RULE 16B-3 SIX-MONTH LIMITATIONS.  To the extent required in
    order to comply with Rule 16b-3 only, any equity security offered pursuant
    to the Plan may not be sold for at least six months after acquisition,
    except in the case of death or disability, and any derivative security
    issued pursuant to the Plan shall not be exercisable for at least six
    months, except in case of death or disability.  Terms used in the preceding
    sentence shall, for the purposes of such sentence only, have the meanings,
    if any, assigned or attributed to them under Rule 16b-3.

       (vii)  RESTRICTIONS; SECURITIES EXCHANGE LISTING.  All certificates for
    Shares 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 Securities and Exchange
    Commission and any applicable federal or state securities laws, and the
    Committee may cause a legend or legends to be placed on any such
    certificates to make appropriate reference to such restrictions.  If the
    Shares are traded on a securities exchange, the Company shall not be
    required to deliver any Shares covered by an Award unless and until such
    Shares have been admitted for trading on such securities exchange.

      (viii)  AWARD LIMITATIONS UNDER THE PLAN.  No Participant may be granted
    any Award or Awards under the Plan, the value of which Award or Awards are
    based solely on an increase in the value of Shares after the date of grant
    of such Award or Awards, for more


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    than 1,000,000 Shares, in the aggregate, in any one calendar year period
    beginning with the 1994 calendar year.  The foregoing annual limitation
    specifically includes the grant of any Awards representing "qualified
    performance-based compensation" within the meaning of Section 162(m) of the
    Code.

SECTION 7.  AMENDMENT AND TERMINATION; ADJUSTMENTS.

    Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:

    (a)  AMENDMENTS TO THE PLAN.  The Board of Directors of the Company may
amend, alter, suspend, discontinue or terminate the Plan; provided, however,
that, notwithstanding any other provision of the Plan or any Award Agreement,
without the approval of the shareholders of the Company, no such amendment,
alteration, suspension, discontinuation or termination shall be made that:

        (i)  absent such approval, would cause Rule 16b-3 to become unavailable
    with respect to the Plan;

       (ii)  requires the approval of the Company's shareholders under any
    rules or regulations of the National Association of Securities Dealers,
    Inc. or any securities exchange that are applicable to the Company; or

      (iii)  requires the approval of the Company's shareholders under the Code
    in order to permit Incentive Stock Options to be granted under the Plan.

    (b)  AMENDMENTS TO AWARDS.  The Committee may waive any conditions of or
rights of the Company under any outstanding Award, prospectively or
retroactively.  The Committee may not amend, alter, suspend, discontinue or
terminate any outstanding Award, prospectively or retroactively, without the
consent of the Participant or holder or beneficiary thereof.

    (c) CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES.  The Committee
may correct any defect, supply any omission or reconcile any inconsistency in
the Plan or any Award in the manner and to the extent it shall deem desirable to
carry the Plan into effect.

SECTION 8.  INCOME TAX WITHHOLDING; TAX BONUSES.

    (a)  WITHHOLDING.  In order to comply with all applicable federal or state
income tax laws or regulations, the Company may take such action as it deems
appropriate to ensure that all applicable federal or state payroll, withholding,
income or other taxes, which are the sole and absolute responsibility of a
Participant, are withheld or collected from such Participant.  In order to
assist a Participant in paying all federal and state taxes to be withheld or
collected upon exercise or receipt of (or the lapse of restrictions relating to)
an Award, the Committee, in its discretion and subject to such additional terms
and conditions as it may adopt, may permit the Participant to satisfy such tax
obligation by (i) electing to have the Company withhold a portion of the Shares
otherwise to be delivered upon exercise or receipt of (or the lapse of
restrictions relating to) such Award with a Fair Market Value equal to the
amount of such taxes or


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(ii) delivering to the Company Shares other than Shares issuable upon exercise
or receipt of (or the lapse of restrictions relating to) such Award with a Fair
Market Value equal to the amount of such taxes.  The election, if any, must be
made on or before the date that the amount of tax to be withheld is determined.

    (b)  TAX BONUSES.  The Committee, in its discretion, shall have the
authority, at the time of grant of any Award under this Plan or at any time
thereafter, to approve bonuses to designated Participants to be paid upon their
exercise or receipt of (or the lapse of restrictions relating to) Awards in
order to provide funds to pay all or a portion of federal and state taxes due as
a result of such exercise or receipt (or the lapse of such restrictions).  The
Committee shall have full authority in its discretion to determine the amount of
any such tax bonus.

SECTION 9.  GENERAL PROVISIONS.

    (a)  NO RIGHTS TO AWARDS.  No Key Employee, Participant or other Person
shall have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Key Employees, Participants or holders
or beneficiaries of Awards under the Plan.  The terms and conditions of Awards
need not be the same with respect to different Participants.

    (b)  DELEGATION.  The Committee may delegate to one or more officers of the
Company or any Affiliate or a committee of such officers the authority, subject
to such terms and limitations as the Committee shall determine, to grant Awards
to Key Employees who are not officers or directors of the Company for purposes
of Section 16 of the Securities Exchange Act of 1934, as amended.

    (c)  GRANTING OF AWARDS.  The granting of an Award pursuant to the Plan
shall take place only when an Award Agreement shall have been duly executed on
behalf of the Company.

    (d)  NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS.  Nothing contained in the
Plan shall prevent the Company or any Affiliate from adopting or continuing in
effect other or additional compensation arrangements, and such arrangements may
be either generally applicable or applicable only in specific cases.

    (e)  NO RIGHT TO EMPLOYMENT.  The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ of the Company or
any Affiliate.  In addition, the Company or an Affiliate may at any time dismiss
a Participant from employment, free from any liability or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

    (f)  GOVERNING LAW.  The validity, construction and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Minnesota.

    (g)  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
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
applicable laws, or if it cannot be so construed or deemed amended


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without, in the determination of the Committee, materially altering the purpose
or intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction or Award, and the remainder of the Plan or any such Award shall
remain in full force and effect.

    (h)  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 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 Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
Affiliate.

    (i)  NO FRACTIONAL SHARES.  No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash shall be paid in lieu of any fractional Shares or whether such
fractional Shares or any rights thereto shall be canceled, terminated or
otherwise eliminated.

    (j)  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.

SECTION 10.  EFFECTIVE DATE OF THE PLAN.

    The Plan shall be effective as of the date of its approval by the
shareholders of the Company.

SECTION 11.  TERM OF THE PLAN.

    Awards shall be granted under the Plan during a period commencing 
February 26, 1991, the date the Plan was approved by the shareholders of the 
Company, through February 26, 2006, the date to which the shareholders of the 
Company extended the expiration date of the Plan. However, unless otherwise 
expressly provided in the Plan or in an applicable Award Agreement, any Award 
theretofore granted may extend beyond the ending date of the period stated 
above, and the authority of the Committee provided for hereunder with respect 
to the Plan and any Awards, and the authority of the Board of Directors of 
the Company to amend the Plan, shall extend beyond the end of such period.

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