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                                                                 EXHIBIT (10)(m)

                        THE REYNOLDS AND REYNOLDS COMPANY
                    AMENDED AND RESTATED 2004 EXECUTIVE STOCK
                                 INCENTIVE PLAN

                                   SECTION 1.
                                     PURPOSE

      The purpose of this Amended and Restated Plan is to continue to promote
the growth and prosperity of the Company and its Subsidiaries by providing
Eligible Recipients with an additional incentive to contribute to the Company's
success, by assisting the Company in attracting and retaining the best available
personnel for positions of substantial responsibility and by increasing the
identity of interests of Eligible Recipients with those of the Company's
shareholders. The Plan provides for the grant of Incentive Stock Options,
Non-Qualified Stock Options, Restricted Stock Awards, Restricted Stock Units and
Stock Appreciation Rights to aid the Company in obtaining these goals and is a
restatement and amendment in its entirety of the Plan approved by the
shareholders on February 12, 2004.

                                   SECTION 2.
                                   DEFINITIONS

      As used in this Plan and any Stock Incentive Agreement, the following
terms shall have the following meanings:

      2.1 BOARD means the Board of Directors of the Company.

      2.2 CAUSE shall mean, with respect to any Participant who is a member of
the Board who is not an employee of the Company, a termination of employment or
service on the Board (by removal or failure of the Board to nominate the
Participant) whenever occasioned by (a) the willful and continued failure by the
Participant to substantially perform the Participant's duties with the Company
or a Subsidiary (other than any such failure resulting from the Participant's
incapacity due to physical or mental illness) after a written demand for
substantial performance is delivered to the Participant by the Board, which
demand specifically identifies the manner in which the Board believes the
Participant has not substantially performed the Participant's duties, or (b) the
willful engaging by the Participant in conduct which is demonstrably and
materially injurious to the Company or its Subsidiaries, monetarily or
otherwise. For purposes of this definition, no act, or failure to act, on the
Participant's part shall be deemed "willful" unless done, or omitted to be done,
by the Participant not in good faith and without reasonable belief that the
Participant's act, or failure to act, was in the best interest of the Company.

      2.3 CHANGE OF CONTROL means any of the following:

            (a) any "person" as such term is used in Sections 13(d) and 14(d) of
the Exchange Act (other than Richard H. Grant, Jr., his children or his
grandchildren, the Company, any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any company owned, directly or
indirectly, by the shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company), becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding securities; or

            (b) during any period of two (2) consecutive years (not including
any period prior to the effective date of this Plan); individuals who at the
beginning of such period constitute the Board, and any new member of the Board
(other than a member of the Board designated by a person who has entered

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into an agreement with the Company to effect a transaction described in
subsections (a), (b) or (c) of this Section) whose election by the Company's
shareholders was approved by a vote of at least two-thirds (2/3) of the members
of the Board at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute at least
a majority thereof; or

            (c) the shareholders of the Company approve a merger or
consolidation of the Company with any other Company, other than (1) a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation or (2) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which no
"person" (as herein defined) acquires more than 50% of the combined voting power
of the Company's then outstanding securities; or

            (d) the shareholders of the Company approve a plan of liquidation,
dissolution or winding up of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets.

      2.4 CODE means the Internal Revenue Code of 1986, as amended.

      2.5 COMMITTEE means the Compensation Committee of the Board or any other
committee appointed by the Board to administer the Plan, as specified in Section
5 hereof. Any such committee must be comprised entirely of Outside Directors who
are "independent" as that term is defined in the rules of the New York Stock
Exchange.

      2.6 COMMON STOCK means the Class A common shares of the Company.

      2.7 COMPANY means The Reynolds and Reynolds Company, an Ohio corporation,
and any successor to such organization.

      2.8 DISABILITY shall mean disability as determined by the Committee in its
sole and absolute discretion.

      2.9 ELIGIBLE RECIPIENT means a Key Employee and/or a Key Person.

      2.10 EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.

      2.11 EXERCISE PRICE means the price that shall be paid to purchase one (1)
Share upon the exercise of an Option granted under this Plan.

      2.12 FAIR MARKET VALUE of a Share on any date means the mean between the
highest and lowest reported selling prices on a national securities exchange of
a Share as reported in the appropriate composite listing for said exchange on
such date, or, if no such sales occurred on such date, then on the next
preceding date on which a sale is made. In the event the Shares are traded in
the over-the-counter market, Fair Market Value of a Share means the mean between
the "high" and "low" quotations in the over-the-counter market on such date, as
reported by the National Association of Securities Dealers through NASDAQ or, if
no quotations are available on such date, then on the next preceding date on
which such quotations are available.

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      2.13 INSIDER means an individual who is, on the relevant date, an officer,
member of the Board or ten percent (10%) beneficial owner of any class of the
Company's equity securities that is registered pursuant to Section 12 of the
Exchange Act, all as defined under Section 16 of the Exchange Act.

      2.14 INDEPENDENT DIRECTOR means a director who is determined to be
"independent" as that term is defined by the listing standards of the New York
Stock Exchange, as the same may be amended from time to time (this amendment is
effective September 27, 2004).

      2.15 ISO means an option granted under this Plan to purchase Shares that
is intended by the Company to satisfy the requirements of Code Section 422 as an
incentive stock option.

      2.16 KEY EMPLOYEE means any key employee of the Company or any Subsidiary,
holding positions at or above the director level and such other key employees,
regardless of title or designation, as shall, in the determination of the
Committee, be responsible in the future for the duties presently being
discharged by employees at or above the director level.

      2.17 KEY PERSON means (1) a member of the Board who is not a Key Employee,
or (2) a consultant or advisor who is eligible to receive shares which are
registered on SEC Form S-8 (this amendment is effective September 27, 2004).

      2.18 NQSO means an option granted under this Plan to purchase Shares which
is not intended by the Company to satisfy the requirements of Code Section 422.

      2.19 OPTION means an ISO or a NQSO.

      2.20 OUTSIDE DIRECTOR means a member of the Board who is not an Key
Employee and who qualifies as (1) a "non-employee director" under Rule
16b-3(b)(3) under the 1934 Act, as amended from time to time, and (2) an
"outside director" under Code Section 162(m) and the regulations promulgated
thereunder.

      2.21 PARTICIPANT means an individual who receives a Stock Incentive
hereunder.

      2.22 PERFORMANCE-BASED EXCEPTION means the performance-based exception
from the tax deductibility limitations of Code Section162(m).

      2.23 PERFORMANCE PERIOD shall mean the period during which a performance
goal must be attained with respect to a Stock Incentive which is performance
based, as determined by the Committee pursuant to Section 14.3 hereof.

      2.24 PLAN means this plan, The Reynolds and Reynolds Company Amended and
Restated 2004 Executive Stock Incentive Plan, as it may be further amended from
time to time.

      2.25 QUALIFYING EVENT shall mean, with respect to a Participant, such
Participant's death, Disability or Retirement.

      2.26 RESTRICTED STOCK AWARD means an award of Shares granted to a
Participant under this Plan which is subject to restrictions in accordance with
the terms and provisions of this Plan and the applicable Stock Incentive
Agreement.

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      2.27 RESTRICTED STOCK UNIT means a contractual right granted to a
Participant under this Plan to receive a Share (or cash equivalent) which is
subject to restrictions of this Plan and the applicable Stock Incentive
Agreement.

      2.28 RETIREMENT shall mean, with respect to an Eligible Recipient, such
Eligible Recipient's (i) termination of employment or cessation of performing
services after attainment of age 55 and completion of at least fifteen (15)
years of service with the Company or Subsidiary, or (ii) termination of
employment or cessation of performing services after attainment of age 65 and
completion of at least five (5) years of service with the Company or Subsidiary.

      2.29 SHARE means a share of Common Stock.

      2.30 STOCK APPRECIATION RIGHT means a right granted to a Participant
pursuant to the terms and provisions of this Plan whereby the individual,
without payment to the Company (except for any applicable withholding or other
taxes), receives Shares, or such other consideration as the Committee may
determine, in an amount equal to the excess of the Fair Market Value per Share
on the date on which the Stock Appreciation Right is exercised over the exercise
price per Share noted in the Stock Appreciation Right, for each Share subject to
the Stock Appreciation Right.

      2.31 STOCK INCENTIVE means an ISO, a NQSO, a Restricted Stock Award, a
Restricted Stock Unit or a Stock Appreciation Right.

      2.32 STOCK INCENTIVE AGREEMENT means a document issued by the Company or a
Subsidiary to a Participant evidencing an award of a Stock Incentive.

      2.33 SUBSIDIARY means any corporation in which more than fifty percent
(50%) of the voting stock is owned or controlled, directly or indirectly, by the
Company.

      2.34 TEN PERCENT SHAREHOLDER means a person who owns (after taking into
account the attribution rules of Code Section 424(d)) more than ten percent
(10%) of the total combined voting power of all classes of shares of stock of
either the Company or a Subsidiary.

                                   SECTION 3.
                       SHARES SUBJECT TO STOCK INCENTIVES

      The total number of Shares that may be issued pursuant to Stock Incentives
under this Plan shall not exceed Three Million, Three Hundred Thousand
(3,300,000), of which not more than Two Million, Nine Hundred Thousand
(2,900,000) may be used for Restricted Stock Awards and Restricted Stock Units,
each as adjusted pursuant to Section 10. Such Shares shall be reserved, to the
extent that the Company deems appropriate, from authorized but unissued Shares,
and from Shares which have been reacquired by the Company. To the extent
permitted by applicable law or regulation, if a Stock Incentive is canceled,
forfeited, exchanged or otherwise expires the Shares with respect to such Stock
Incentive may become available for reissuance under this Plan. Notwithstanding
the preceding sentence, no Participant may be granted any Stock Incentive
covering an aggregate number of Shares in excess of Five Hundred Thousand
(500,000) in any calendar year as adjusted pursuant to Section 10.

                                   SECTION 4.
                                 EFFECTIVE DATE

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      The effective date of this Plan shall continue to be February 12, 2004,
which is the date on which the shareholders of the Company originally approved
the Plan. However, the effective dates of certain amendments to this Plan are as
set forth herein.

                                   SECTION 5.
                                 ADMINISTRATION

      5.1 GENERAL ADMINISTRATION. This Plan shall be administered by the
Committee. The Committee, acting in its absolute discretion, shall exercise such
powers and take such action as expressly called for under this Plan. The
Committee shall have the power to interpret this Plan and, subject to the terms
and provisions of this Plan, to take such other action in the administration and
operation of the Plan as it deems equitable under the circumstances. The
Committee's actions shall be binding on the Company, on each affected Eligible
Recipient, and on each other person directly or indirectly affected by such
actions.

      5.2 AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Articles of Incorporation or Code of Regulations of the Company, and subject to
the provisions herein, the Committee shall have full power to select Eligible
Recipients who shall participate in the Plan, to determine the sizes and types
of Stock Incentives in a manner consistent with the Plan, to determine the terms
and conditions of Stock Incentives in a manner consistent with the Plan, to
construe and interpret the Plan and any agreement or instrument entered into
under the Plan, to establish, amend or waive rules and regulations for the
Plan's administration, and to amend the terms and conditions of any outstanding
Stock Incentives as allowed under the Plan and such Stock Incentives. Further,
the Committee may make all other determinations which may be necessary or
advisable for the administration of the Plan. The Committee may seek the
assistance of such persons as it may see fit in carrying out its routine
administrative functions concerning the Plan.

      5.3 DELEGATION OF AUTHORITY. The members of the Committee and any other
persons to whom authority has been delegated shall be appointed from time to
time by, and shall serve at the discretion of, the Board. The Committee may
appoint one or more separate committees (any such committee, a "Subcommittee")
composed of two or more Outside Directors of the Company (who may but need not
be members of the Committee) and may delegate to any such Subcommittee the
authority to grant Stock Incentives, and/or to administer the Plan or any aspect
of it. Notwithstanding any provision of this Plan to the contrary, the Board may
assume the powers and responsibilities granted to the Committee or other
delegate at any time, in whole or in part. Moreover, only the Committee may
grant Stock Incentives that may meet the Performance-Based Exception, and only
the Committee may grant Stock Incentives to Insiders that may be exempt from
Section 16(b) of the Exchange Act.

      5.4 DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of this Plan and all related orders and
resolutions of the Committee shall be final, conclusive and binding on all
persons, including the Company, its shareholders, members of the Board, Eligible
Recipients, Participants, and their estates and beneficiaries.

                                   SECTION 6.
                                   ELIGIBILITY

      Eligible Recipients selected by the Committee shall be eligible for the
grant of Stock Incentives under this Plan, but no Eligible Recipient shall have
the right to be granted a Stock Incentive under this Plan merely as a result of
his or her status as an Eligible Recipient. Only Key Employees shall be eligible
to receive a grant of ISOs.

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                                    SECTION 7
                            TERMS OF STOCK INCENTIVES

      7.1 TERMS AND CONDITIONS OF ALL STOCK INCENTIVES.

            (a) Grants of Stock Incentives. Subject to subsection (e) below, the
Committee, in its absolute discretion, shall grant Stock Incentives under this
Plan from time to time and shall have the right to grant new Stock Incentives in
exchange for outstanding Stock Incentives; provided, however, the Committee
shall not have the right to (1) lower the Exercise Price of an existing Option,
(2) any action which would be treated as a "repricing" under generally accepted
accounting principles, or (3) canceling of an existing Option at a time when its
Exercise Price exceeds the fair market value of the underlying stock subject to
such Option in exchange for another Option, a Restricted Stock Award, or other
equity in the Company (except as provided in Sections 10 and 11). Stock
Incentives shall be granted to Eligible Recipients selected by the Committee,
and the Committee shall be under no obligation whatsoever to grant any Stock
Incentives, or to grant Stock Incentives to all Eligible Recipients, or to grant
all Stock Incentives subject to the same terms and conditions.

            (b) Shares Subject to Stock Incentives. The number of Shares as to
which a Stock Incentive shall be granted shall be determined by the Committee in
its sole discretion, subject to the provisions of Section 3 as to the total
number of Shares available for grants under the Plan, and to any other
restrictions contained in this Plan.

            (c) Stock Incentive Agreements. Each Stock Incentive shall be
evidenced by a Stock Incentive Agreement executed by the Company or a
Subsidiary, and may also be executed by the Participant or accepted by the
Participant by electronic transmission, which shall be in such form and contain
such terms and conditions as the Committee in its discretion may, subject to the
provisions of the Plan, from time to time determine.

            (d) Date of Grant. The date a Stock Incentive is granted shall be
the date on which the Committee (1) has approved the terms and conditions of the
Stock Incentive Agreement, (2) has determined the recipient of the Stock
Incentive and the number of Shares covered by the Stock Incentive and (3) has
taken all such other action necessary to direct the grant of the Stock
Incentive.

            (e) Dividend Equivalents. The Committee may grant dividend
equivalents to any Participant. The Committee shall establish the terms and
conditions to which the dividend equivalents are subject. Dividend equivalents
may be granted only in connection with a Stock Incentive. Under a dividend
equivalent, a Participant shall be entitled to receive currently or in the
future payments equivalent to the amount of dividends paid by the Company to
holders of Common Stock with respect to the number of dividend equivalents held
by the Participant. The dividend equivalent may provide for payment in Common
Stock or in cash, or a fixed combination of Common Stock or cash, or the
Committee may reserve the right to determine the manner of payment at the time
the dividend equivalent is payable.

            (f) Deferral Elections. The Committee may permit or require
Participants to elect to defer the issuance of Common Stock or the settlement of
awards in cash under this Plan pursuant to such rules, procedures, or programs
as it may establish from time to time. However, notwithstanding the preceding
sentence, the Committee shall not, in establishing the terms and provisions of
any Stock Incentive, or in exercising its powers under this Article, create any
arrangement which would constitute an employee pension benefit plan as defined
in ERISA Section 3(3) unless the arrangement provides benefits solely to one or
more individuals who constitute members of a select group of management or
highly compensated employees.

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      7.2 TERMS AND CONDITIONS OF OPTIONS.

            (a) Grants of Options. Each grant of an Option shall be evidenced by
a Stock Incentive Agreement that shall specify whether the Option is an ISO or
NQSO, and incorporate such other terms as the Committee deems consistent with
the terms of this Plan and, in the case of an ISO, necessary or desirable to
permit such Option to qualify as an ISO. The Committee and/or the Company may
modify the terms and provisions of an Option in accordance with Section 12 of
this Plan even though such modification may change the Option from an ISO to a
NQSO.

            (b) Determining Optionees. In determining Eligible Recipient(s) to
whom an Option shall be granted and the number of Shares to be covered by such
Option, the Committee may take into account the duties of the Eligible
Recipient, the contributions of the Eligible Recipient to the success of the
Company, and other factors deemed relevant by the Committee, in connection with
accomplishing the purpose of this Plan. An Eligible Recipient who has been
granted an Option to purchase Shares, whether under this Plan or otherwise, may
be granted one or more additional Options. If the Committee grants an ISO and a
NQSO to an Eligible Recipient on the same date, the right of the Eligible
Recipient to exercise one such Option shall not be conditioned on the Eligible
Recipient's failure to exercise the other such Option.

            (c) Exercise Price. Subject to adjustment in accordance with Section
10 and the other provisions of this Section, the Exercise Price shall be
specified in the applicable Stock Incentive Agreement. With respect to each
grant of an ISO to a Participant who is not a Ten Percent Shareholder, the
Exercise Price shall not be less than the Fair Market Value of a Share on the
date the ISO is granted. With respect to each grant of an ISO to a Participant
who is a Ten Percent Shareholder, the Exercise Price shall not be less than one
hundred ten percent (110%) of the Fair Market Value of a Share on the date the
ISO is granted. If a Stock Incentive is a NQSO, the Exercise Price for each
Share shall be no less than (1) the minimum price required by applicable state
law, or (2) the minimum price required by the Company's governing instrument, or
(3) $0.01, whichever price is greatest. Any Stock Incentive intended to meet the
Performance-Based Exception must be granted with an Exercise Price not less than
the Fair Market Value of a Share determined as of the date of such grant.

            (d) Option Term. Each Option granted under this Plan shall be
exercisable in whole or in part at such time or times as set forth in the
related Stock Incentive Agreement, but no Stock Incentive Agreement shall:

                  (i) make an Option exercisable prior to the date such Option
is granted or after it has been exercised in full; or

                  (ii) make an Option exercisable after the date that is (A) the
seventh (7th) anniversary of the date such Option is granted, if such Option is
a NQSO or an ISO granted to a non-Ten Percent Shareholder, or (B) the date that
is the fifth (5th) anniversary of the date such Option is granted, if such
Option is an ISO granted to a Ten Percent Shareholder.

Options issued under the Plan may become exercisable based on the service of a
Participant, or based upon the attainment (as determined by the Committee) of
performance goals established pursuant to one or more of the performance
criteria listed in Section 14. Any Option which becomes exercisable based on the
attainment of performance goals must have its performance goals determined by
the Committee based upon one or more of the performance criteria listed in
Section 14, and must have the attainment of such performance goals certified in
writing by the Committee in order to meet the Performance-Based Exception. A
Stock Incentive Agreement may provide for the exercise of an Option after the
employment of a Key Employee has terminated for any reason whatsoever, including
the occurrence of a Qualifying

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Event. The Key Employee's rights, if any, upon termination of employment will be
set forth in the applicable Stock Incentive Agreement.

            (e) Payment. Options shall be exercised by the delivery of a written
notice of exercise to the Company, specifying the number of Shares with respect
to which the Option is to be exercised accompanied by full payment for the
Shares. Payment for shares of Stock shall be made in cash or, unless the Stock
Incentive Agreement provides otherwise, by delivery to the Company of a number
of Shares that have been owned and completely paid for by the holder for at
least six (6) months prior to the date of exercise (i.e., "mature shares" for
accounting purposes) having an aggregate Fair Market Value equal to the amount
to be tendered, or a combination thereof. In addition, unless the Stock
Incentive Agreement provides otherwise, the Option may be exercised through a
brokerage transaction as permitted under the provisions of Regulation T
applicable to cashless exercises promulgated by the Federal Reserve Board so
long as the Company's equity securities are registered under Section 12 of the
Exchange Act, unless prohibited by Section 402 of the Sarbanes-Oxley Act of
2002. Notwithstanding the foregoing, with respect to any Option recipient who is
an Insider, a tender of shares or, if permitted by applicable law, a cashless
exercise must (1) have met the requirements of an exemption under Rule 16b-3
promulgated under the Exchange Act, or (2) be a subsequent transaction the terms
of which were provided for in a transaction initially meeting the requirements
of an exemption under Rule 16b-3 promulgated under the Exchange Act. Unless the
Stock Incentive Agreement provides otherwise, the foregoing exercise payment
methods shall be subsequent transactions approved by the original grant of an
Option. Except as provided in subparagraph (f) below, payment shall be made at
the time that the Option or any part thereof is exercised, and no Shares shall
be issued or delivered upon exercise of an Option until full payment has been
made by the Participant. The holder of an Option, as such, shall have none of
the rights of a shareholder.

            (f) Conditions to Exercise of an Option. Each Option granted under
the Plan shall vest and shall be exercisable at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Committee shall
specify in the Stock Incentive Agreement; provided, however, that subsequent to
the grant of an Option, the Committee, at any time before complete termination
of such Option, may accelerate the time or times at which such Option may vest
or be exercised in whole or in part. The Committee may impose such restrictions
on any Shares acquired pursuant to the exercise of an Option as it may deem
advisable. Unless otherwise provided in the applicable Stock Incentive
Agreement, any vested option must be exercised within sixty (60) days of the
Qualifying Event or other termination of employment of the Participant.

            (g) Transferability of Options. Except as otherwise provided in a
Participant's Stock Incentive Agreement, no Option granted under the Plan may be
sold, transferred, pledged, assigned or otherwise alienated or hypothecated,
except upon the death of the holder Participant by will or by the laws of
descent and distribution. Except as otherwise provided in a Participant's Stock
Incentive Agreement, during the Participant's lifetime, only the Participant may
exercise his Option unless the Participant is incapacitated in which case the
Option may be exercised by the Participant's legal guardian, legal
representative, or other representative whom the Committee deems appropriate
based on applicable facts and circumstances. The determination of incapacity of
a Participant and the identity of appropriate representative of the Participant
to exercise the Option if the Participant is incapacitated shall be determined
by the Committee.

            (h) ISO Tax Treatment Requirements. With respect to any Option that
purports to be an ISO, to the extent that the aggregate Fair Market Value
(determined as of the date of grant of such Option) of stock with respect to
which such Option is exercisable for the first time by any individual during any
calendar year exceeds one hundred thousand dollars ($100,000.00), to the extent
of such excess, such Option shall not be treated as an ISO in accordance with
Code Section 422(d). The rule of

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the preceding sentence is applied as set forth in Treas. Reg. Section 1.422-4
and any additional guidance issued by the Treasury thereunder. Also, with
respect to any Option that purports to be an ISO, such Option shall not be
treated as an ISO if the Participant disposes of shares acquired thereunder
within two (2) years from the date of the granting of the Option or within one
(1) year of the exercise of the Option, or if the Participant has not met the
requirements of Code Section 422(a)(2).

      7.3 TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS.

            (a) Grants of Restricted Stock Awards. Shares awarded pursuant to
Restricted Stock Awards shall be subject to such restrictions as determined by
the Committee for periods determined by the Committee. Restricted Stock Awards
issued under the Plan may have restrictions which lapse based upon the service
of a Participant, or based upon other criteria that the Committee may determine
appropriate. The Committee may require a cash payment from the Participant in
exchange for the grant of a Restricted Stock Award or may grant a Restricted
Stock Award without the requirement of a cash payment. The Committee may grant
Restricted Stock Awards that vest on the attainment of performance goals
determined by the Committee based upon one or more of the performance criteria
listed in Section 14, and must have the attainment of such performance goals
certified in writing by the Committee in order to meet the Performance-Based
Exception.

            (b) Vesting of Restricted Stock Awards. The Committee shall
establish the vesting schedule applicable to Restricted Stock Awards and shall
specify the times, vesting and performance goal requirements. Until the end of
the period(s) of time specified in the vesting schedule and/or the satisfaction
of any performance criteria, the Shares subject to such Stock Incentive Award
shall remain subject to forfeiture.

            (c) Termination of Employment. If the Participant's employment (or
in the case of a non-employee, such Participant's service) with the Company
and/or a Subsidiary ends before the Restricted Stock Awards vest, the
Participant shall forfeit all unvested Restricted Stock Awards, unless the
termination is a result of the occurrence of a Qualifying Event or the Committee
determines that the Participant's unvested Restricted Stock Awards shall vest as
of the date of such event; provided, however, the Committee may grant Restricted
Stock Awards precluding such accelerated vesting in order to qualify the
Restricted Stock Awards for the Performance-Based Exception.

            (d) Death, Disability and Retirement. In the event a Qualifying
Event occurs before the date or dates on which Restricted Stock Awards vest, the
expiration of the applicable restrictions (other than restrictions based on
performance criteria set forth in Section 14) shall be accelerated and the
Participant shall be entitled to receive the Shares free of all such
restrictions. In the case of Restricted Stock Awards which are based on
performance criteria set forth in Section 14, then as of the date on which such
Qualifying Event occurs, the Participant shall be entitled to receive a number
of Shares that is determined by measuring the selected performance criteria from
the Company's most recent publicly available quarterly results that are
available as of the date the Qualifying Event occurs; provided, however, the
Committee may grant Restricted Stock Awards precluding such partial awards when
a Qualifying Event occurs in order to qualify the Restricted Stock Awards for
the Performance-Based Exception. All other Shares subject to such Restricted
Stock Award shall be forfeited and returned to the Company as of the date on
which such Qualifying Event occurs.

            (e) Acceleration of Award. Notwithstanding anything to the contrary
in this Plan, the Committee shall have the power to permit, in its sole
discretion, an acceleration of the expiration of the applicable restrictions or
the applicable period of such restrictions with respect to any part or all of
the Shares awarded to a Participant; provided, however, the Committee may grant
Restricted Stock Awards

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precluding such accelerated vesting on order to qualify the Restricted Stock
Awards for the Performance-Based Exception.

            (f) Necessity of Stock Incentive Agreement. Each grant of a
Restricted Stock Award shall be evidenced by a Stock Incentive Agreement that
shall specify the terms, conditions and restrictions regarding the Shares
awarded to a Participant, and shall incorporate such other terms and conditions
as the Committee, acting in its sole discretion, deems consistent with the terms
of this Plan. The Committee shall have sole discretion to modify the terms and
provisions of Restricted Stock Awards in accordance with Section 12 of this
Plan.

            (g) Transferability of Restricted Stock Awards. Except as otherwise
provided in a Participant's Restricted Stock Award, no Restricted Stock Award
granted under the Plan may be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated, except upon the death of the holder Participant by
will or by the laws of descent and distribution.

            (h) Voting, Dividend & Other Rights. Unless the applicable Stock
Incentive Agreement provides otherwise, holders of Restricted Stock Awards shall
be entitled to vote and to receive dividends during the periods of restriction
of their Shares to the same extent as such holders would have been entitled if
the Shares were unrestricted Shares.

      7.4 TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS.

            (a) Grants of Restricted Stock Units. A Restricted Stock Unit shall
entitle the Participant to receive one Share at such future time and upon such
terms as specified by the Committee in the Stock Incentive Agreement evidencing
such award. Restricted Stock Units issued under the Plan may have restrictions
which lapse based upon the service of a Participant, or based upon other
criteria that the Committee may determine appropriate. The Committee may require
a cash payment from the Participant in exchange for the grant of Restricted
Stock Units or may grant Restricted Stock Units without the requirement of a
cash payment. The Committee may grant Restricted Stock Units that vest on the
attainment of performance goals determined by the Committee based upon one or
more of the performance criteria listed in Section 14, and must have the
attainment of such performance goals certified in writing by the Committee in
order to meet the Performance-Based Exception.

            (b) Vesting of Restricted Stock Units. The Committee shall establish
the vesting schedule applicable to Restricted Stock Units and shall specify the
times, vesting and performance goal requirements. Until the end of the period(s)
of time specified in the vesting schedule and/or the satisfaction of any
performance criteria, the Restricted Stock Units subject to such Stock Incentive
Award shall remain subject to forfeiture.

            (c) Termination of Employment. If the Participant's employment with
the Company and/or a Subsidiary ends before the Restricted Stock Units vest, the
Participant shall forfeit all unvested Restricted Stock Units, unless the
termination is a result of the occurrence of a Qualifying Event or the Committee
determines that the Participant's unvested Restricted Stock Units shall vest as
of the date of such event; provided, however, the Committee may grant Restricted
Stock Units precluding such accelerated vesting on order to qualify the
Restricted Stock Units for the Performance-Based Exception.

            (d) Death, Disability and Retirement. In the event a Qualifying
Event occurs before the date or dates on which Restricted Stock Units vest, the
expiration of the applicable restrictions (other than restrictions based on
performance criteria set forth in Section 14) shall be accelerated and the
Participant shall be entitled to receive the Shares free of all such
restrictions. In the case of Restricted Stock Units which are based on
performance criteria set forth in Section 14, then as of the date on which

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such Qualifying Event occurs, the Participant shall be entitled to receive a
number of Shares that is determined by measuring the selected performance
criteria from the Company's most recent publicly available quarterly results
that are available as of the date the Qualifying Event occurs; provided,
however, the Committee may grant Restricted Stock Units precluding such partial
awards when a Qualifying Event occurs in order to qualify the Restricted Stock
Units for the Performance-Based Exception. All other Shares subject to such
Restricted Stock Units shall be forfeited and returned to the Company as of the
date on which such Qualifying Event occurs.

            (e) Acceleration of Award. Notwithstanding anything to the contrary
in this Plan, the Committee shall have the power to permit, in its sole
discretion, an acceleration of the applicable restrictions or the applicable
period of such restrictions with respect to any part or all of the Restricted
Stock Units awarded to a Participant; provided, however, the Committee may grant
Restricted Stock Units precluding such accelerated vesting on order to qualify
the Restricted Stock Units for the Performance-Based Exception.

            (f) Necessity of Stock Incentive Agreement. Each grant of Restricted
Stock Unit(s) shall be evidenced by a Stock Incentive Agreement that shall
specify the terms, conditions and restrictions regarding the Participant's right
to receive Share(s) in the future, and shall incorporate such other terms and
conditions as the Committee, acting in its sole discretion, deems consistent
with the terms of this Plan. The Committee shall have sole discretion to modify
the terms and provisions of Restricted Stock Unit(s) in accordance with Section
12 of this Plan.

            (g) Transferability of Restricted Stock Units. Except as otherwise
provided in a Participant's Restricted Stock Unit Award, no Restricted Stock
Unit granted under the Plan may be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated by the holder Participant, except upon the
death of the holder Participant by will or by the laws of descent and
distribution.

            (h) Voting, Dividend & Other Rights. Unless the applicable Stock
Incentive Agreement provides otherwise, holders of Restricted Stock Units shall
not be entitled to vote or to receive dividends until they become owners of the
Shares pursuant to their Restricted Stock Units, and, unless the applicable
Stock Incentive Agreement provides otherwise, the holder of a Restricted Stock
Unit shall not be entitled to any dividend equivalents (as described in Section
7.1(e)).

      7.5 TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.

            (a) Grants of Stock Appreciation Rights. A Stock Appreciation Right
shall entitle the Participant to receive upon exercise or payment the excess of
the Fair Market Value of a specified number of Shares at the time of exercise,
over a specified price. The specified price for a Stock Appreciation Right
granted in connection with a previously or contemporaneously granted Option,
shall not be less than the Exercise Price for Shares that are the subject of the
Option. In the case of any other Stock Appreciation Right, the specified price
shall not be less than one hundred percent (100%) of the Fair Market Value of
the Shares at the time the Stock Appreciation Right was granted. If related to
an Option, the exercise of a Stock Appreciation Right shall result in a pro rata
surrender of the related Option to the extent the Stock Appreciation Right has
been exercised.

            (b) Payment. Upon exercise or payment of a Stock Appreciation Right,
the Company shall pay to the Participant the appreciation with Shares (computed
using the aggregate Fair Market Value of Shares on the date of payment or
exercise) as specified in the Stock Incentive Agreement or, if not specified, as
the Committee determines. To the extent that a Stock Appreciation Right is paid
with consideration other than Shares, it shall be treated as paid in Shares for
purposes of Section 3.

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            (c) Vesting of Stock Appreciation Rights. The Committee shall
establish the vesting schedule applicable to Stock Appreciation Rights and shall
specify the times, vesting and performance goal requirements. Until the end of
the period(s) of time specified in the vesting schedule and/or the satisfaction
of any performance criteria, the Stock Appreciation Rights subject to such Stock
Incentive Award shall remain subject to forfeiture.

            (d) Death, Disability and Retirement. In the event a Qualifying
Event occurs before the date or dates on which Stock Appreciation Rights vest,
the expiration of the applicable restrictions (other than restrictions based on
performance criteria set forth in Section 14) shall be accelerated and the
Participant shall be entitled to receive the full value of the Stock
Appreciation Right free of all such restrictions. In the case of Stock
Appreciation Rights which are based on performance criteria set forth in Section
14, then as of the date on which such Qualifying Event occurs, the Participant
shall be entitled to receive a value determined by measuring the selected
performance criteria from the Company's most recent publicly available quarterly
results that are available as of the date the Qualifying Event occurs. All other
benefits under the Stock Appreciation Rights shall thereupon be forfeited and
returned to the Company as of the date on which such Qualifying Event occurs.

            (e) Transferability of Stock Appreciation Rights. Except as
otherwise provided in a Participant's Stock Incentive Agreement, no Stock
Appreciation Right granted under the Plan may be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, except upon the death of the
holder Participant by will or by the laws of descent and distribution.

            (f) Special Provisions for Tandem Stock Appreciation Rights. A Stock
Appreciation Right granted in connection with an Option may only be exercised to
the extent that the related Option has not been exercised. A Stock Appreciation
Right granted in connection with an ISO (1) will expire no later than the
expiration of the underlying ISO, (2) may be for no more than the difference
between the exercise price of the underlying ISO and the Fair Market Value of
the Shares subject to the underlying ISO at the time the Stock Appreciation
Right is exercised, (3) may be transferable only when, and under the same
conditions as, the underlying ISO is transferable, and (4) may be exercised only
(i) when the underlying ISO could be exercised and (ii) when the Fair Market
Value of the Shares subject to the ISO exceeds the exercise price of the ISO.

      7.6 INDEPENDENT DIRECTOR AUTOMATIC GRANTS. Notwithstanding any other
provisions of this Plan, Independent Directors shall only receive grants of
Restricted Stock Awards or Restricted Stock Units as follows: an initial grant
made on March 1, 2004, and, thereafter, grants shall be made on December 1 (or
the first business day of December, if December 1 is not a business day) of each
calendar year during the term of this Plan (an "December Grant Date"). Such
grants shall automatically be made in accordance with the provisions outlined
herein, and no other grants shall be made to Independent Directors pursuant to
this Plan (changes set forth in section 7.6 are effective September 27, 2004):

            (a) Automatic Grant of Restricted Stock Awards. On March 1, 2004,
and on each December Grant Date thereafter, each Independent Director shall
automatically be granted (without any required action on the part of the
Committee) a number of Restricted Stock Awards or Restricted Stock Units equal
to $10,000.00 divided by the Fair Market Value (as determined on such grant
date) of a Share (with any resulting fractional share less than 0.5 disregarded,
and any resulting fractional share greater than or equal to 0.5 rounded up to
the next whole number). Each such Restricted Stock Award or Restricted Stock
Unit of an Independent Director shall provide that such Restricted Stock Award
or Restricted Stock Unit shall vest on the third anniversary of the date of
grant of such Restricted Stock Award or Restricted Stock Unit, except for the
March 1, 2004 grant that shall vest thirty-three (33) months after the date of
such grant.

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            (b) Automatic Increase in Automatic Grants. For each December Grant
Date occurring after the fiscal year 2004, the $10,000.00 amount in the
preceding paragraphs shall be adjusted for annual increases (but not decreases)
using the U. S. Consumer Price Index, all urban Consumers, all items (or
equivalent successor index), published by the Bureau of Labor Statistics of the
U.S. Department of Labor, and using October 1, 2003 as the base date for such
adjustments.

            (c) Non-availability of Shares. If the grants provided for under the
preceding paragraphs are not possible on a given December Grant Date because of
limitations contained in this Plan with respect to Shares available for
issuance, the grants determined under the preceding paragraphs to the extent
possible shall be prorated among all Independent Directors as of such December
Grant Date.

            (d) Retirement or Resignation. In the event an Independent Director
retires, resigns or otherwise does not continue to serve on the Board for any
reason (other than pursuant to a Termination for Cause), each Restricted Stock
Award or Restricted Stock Unit previously granted shall vest immediately and all
restrictions shall lapse.

            (e) Restricted Stock Units. Any grant of Restricted Stock Units made
to a Canadian resident Independent Director shall also be made in accordance
with the provisions of Section 15 hereof.

                                   SECTION 8.
                              SECURITIES REGULATION

      8.1 LEGALITY OF ISSUANCE. No Share shall be issued under this Plan unless
and until the Committee has determined that all required actions have been taken
to register such Share under the Securities Act of 1933 or the Company has
determined that an exemption therefrom is available, any applicable listing
requirement of any stock exchange on which the Share is listed has been
satisfied, and any other applicable provision of state, federal or foreign law,
including foreign securities laws where applicable, has been satisfied.

      8.2 RESTRICTIONS ON TRANSFER; REPRESENTATIONS; LEGENDS. Regardless of
whether the offering and sale of Shares under the Plan have been registered
under the Securities Act of 1933 or have been registered or qualified under the
securities laws of any state, the Company may impose restrictions upon the sale,
pledge, or other transfer of such Shares (including the placement of appropriate
legends on stock certificates) if, in the judgment of the Company and its
counsel, such restrictions are necessary or desirable to achieve compliance with
the provisions of the Securities Act of 1933, the securities laws of any state,
the United States or any other applicable foreign law. If the offering and/or
sale of Shares under the Plan is not registered under the Securities Act of 1933
and the Company determines that the registration requirements of the Securities
Act of 1933 apply but an exemption is available which requires an investment
representation or other representation, the participant shall be required, as a
condition to acquiring such Shares, to represent that such Shares are being
acquired for investment, and not with a view too the sale or distribution
thereof, except in compliance with the Securities Act of 1933, and to make such
other representations as are deemed necessary or appropriate by the Company and
its counsel. All Stock Incentive Agreements shall contain a provision stating
that any restrictions under any applicable securities laws will apply.

      8.3 REGISTRATION OF SHARES. The Company may, and intends to, but is not
obligated to, register or qualify the offering or sale of Shares under the
Securities Act of 1933 or any other applicable state, federal or foreign law.

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                                   SECTION 9.
                                  LIFE OF PLAN

      No Stock Incentive shall be granted under this Plan on or after the
earlier of:

            (a) the fifth (5th) anniversary of the effective date of this Plan
(as determined under Section 4 of this Plan), or

            (b) the date on which all of the Shares reserved under Section 3 of
this Plan have (as a result of the exercise of Stock Incentives granted under
this Plan or lapse of all restrictions under a Restricted Stock Award or
Restricted Stock Unit) been issued or are no longer available for use under this
Plan.

This Plan shall continue in effect until all outstanding Stock Incentives have
been exercised in full or are no longer exercisable and all Restricted Stock
Awards or Restricted Stock Units have vested or been forfeited.

                                   SECTION 10.
                                   ADJUSTMENT

      Notwithstanding anything in Section 12 to the contrary, (i) the number of
Shares reserved under Section 3 of this Plan, (ii) the limit on the number of
Shares that may be granted subject to Stock Incentives during a calendar year to
any individual under Section 3 of this Plan, (iii) the number of Shares subject
to Stock Incentives granted under this Plan, and (iv) the Exercise Price of any
Options and the specified exercise price of any Stock Appreciation Rights, shall
be adjusted by the Committee in an equitable manner to reflect any change in the
capitalization of the Company, including, but not limited to, such changes as
stock dividends or stock splits. Furthermore, the Committee shall have the right
to adjust (in a manner that satisfies the requirements of Code Section 424(a))
(x) the number of Shares reserved under Section 3, (y) the number of Shares
subject to Stock Incentives granted under this Plan, and (z) the Exercise Price
of any Options and the specified exercise price of any Stock Appreciation Rights
in the event of any corporate transaction described in Code Section 424(a) that
provides for the substitution or assumption of such Stock Incentives. If any
adjustment under this Section creates a fractional Share or a right to acquire a
fractional Share, such fractional Share shall be disregarded, and the number of
Shares reserved under this Plan and the number subject to any Stock Incentives
granted under this Plan shall be the next lower number of Shares, rounding all
fractions downward. An adjustment made under this Section by the Committee shall
be conclusive and binding on all affected persons and, further, shall not
constitute an increase in the number of Shares reserved under Section 3 or an
increase in any limitation imposed by the Plan.

                                   SECTION 11.
                        CHANGE OF CONTROL OF THE COMPANY

      11.1 GENERAL RULE FOR CHANGE OF CONTROL. Except as otherwise provided in a
Stock Incentive Agreement, if a Change of Control occurs, and if the agreements
effectuating the Change of Control do not provide for the assumption or
substitution of all Stock Incentives granted under this Plan, with respect to
any Stock Incentive granted under this Plan that is not so assumed or
substituted (a "Non-Assumed Stock Incentive"), the Committee, in its sole and
absolute discretion, may, with respect to any or all of such Non-Assumed Stock
Incentives, take any or all of the following actions to be effective as of the
date of the Change of Control (or as of any other date fixed by the Committee
occurring within the thirty (30) day period immediately preceding the date of
the Change of Control, but only if such action remains

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contingent upon the effectuation of the Change of Control) (such date referred
to as the "Action Effective Date"):

            (a) Accelerate the vesting and/or exercisability of such Non-Assumed
Stock Incentive; and/or

            (b) Unilaterally cancel such Non-Assumed Stock Incentive in exchange
for:

                  (i) whole and/or fractional Shares (or for whole Shares and
      cash in lieu of any fractional Share) or whole and/or fractional shares of
      a successor (or for whole shares of a successor and cash in lieu of any
      fractional share) that, in the aggregate, are equal in value to the excess
      of the Fair Market Value of:

                           (I) in the case of Options, the Shares that could be
            purchased subject to such Non-Assumed Stock Incentive less the
            aggregate Exercise Price for the Options with respect to such
            Shares;

                           (II) in the case of Restricted Stock Units or Stock
            Appreciation Rights, Shares subject to such Stock Incentive
            determined as of the Action Effective Date (taking into account
            vesting), less the value of any consideration payable on exercise.

            (ii) cash or other property equal in value to the excess of the Fair
      Market Value of

                           (I) in the case of Options, the Shares that could be
            purchased subject to such Non-Assumed Stock Incentive less the
            aggregate Exercise Price for the Options with respect to such Shares
            or

                           (II) in the case of Restricted Stock Units or Stock
            Appreciation Rights, Shares subject to such Stock Incentive
            determined as of the Action Effective Date (taking into account
            vesting) less the value of any consideration payable on exercise.

            (c) In the case of Options, unilaterally cancel such Non-Assumed
Option after providing the holder of such Option with (1) an opportunity to
exercise such Non-Assumed Option to the extent vested within a specified period
prior to the date of the Change of Control, and (2) notice of such opportunity
to exercise prior to the commencement of such specified period.

However, notwithstanding the foregoing, to the extent that the recipient of a
Non-Assumed Stock Incentive is an Insider, payment of cash in lieu of whole or
fractional Shares or shares of a successor may only be made to the extent that
such payment (1) has met the requirements of an exemption under Rule 16b-3
promulgated under the Exchange Act, or (2) is a subsequent transaction the terms
of which were provided for in a transaction initially meeting the requirements
of an exemption under Rule 16b-3 promulgated under the Exchange Act. Unless a
Stock Incentive Agreement provides otherwise, the payment of cash in lieu of
whole or fractional Shares or in lieu of whole or fractional shares of a
successor shall be considered a subsequent transaction approved by the original
grant of an Option.

      11.2 GENERAL RULE FOR OTHER STOCK INCENTIVE AGREEMENTS. If a Change of
Control occurs, then, except to the extent otherwise provided in the Stock
Incentive Agreement pertaining to a particular Stock Incentive or as otherwise
provided in this Plan, each Stock Incentive shall be governed by applicable law
and the documents effectuating the Change of Control.

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                                   SECTION 12.
                            AMENDMENT OR TERMINATION

      This Plan may be amended by the Committee from time to time to the extent
that the Committee deems necessary or appropriate; provided, however, no such
amendment shall be made absent the approval of the shareholders of the Company
if such amendment (a) increases the number of Shares reserved under Section 3,
except as set forth in Section 10, (b) extends the maximum life of the Plan
under Section 9 or the maximum exercise period under Section 7, (c) decreases
the minimum Exercise Price under Section 7, or (d) changes the designation of
Eligible Recipients eligible for Stock Incentives under Section 6. Shareholder
approval of other material amendments (such as an expansion of the types of
awards available under the Plan, an extension of the term of the Plan, or a
change to the method of determining the Exercise Price of Options issued under
the Plan) may also be required pursuant to rules promulgated by an established
stock exchange or a national market system. An exchange of a later granted
Option for an earlier granted Option for any purpose, including, but not limited
to, the purpose of lowering the Exercise Price of such Option, and an exchange
of a later granted Stock Incentive for an earlier granted Stock Incentive for
any purpose, shall not be deemed to be an amendment to this Plan. The Board also
may suspend the granting of Stock Incentives under this Plan at any time and may
terminate this Plan at any time. The Company shall have the right to modify,
amend or cancel any Stock Incentive after it has been granted if (I) the
modification, amendment or cancellation does not diminish the rights or benefits
of the Stock Incentive recipient under the Stock Incentive (provided, however,
that a modification, amendment or cancellation that results solely in a change
in the tax consequences with respect to a Stock Incentive shall not be deemed as
a diminishment of rights or benefits of such Stock Incentive), (II) the
Participant consents in writing to such modification, amendment or cancellation,
(III) there is a dissolution or liquidation of the Company, (IV) this Plan
and/or the Stock Incentive Agreement expressly provides for such modification,
amendment or cancellation, or (V) the Company would otherwise have the right to
make such modification, amendment or cancellation by applicable law.

                                   SECTION 13.
                                  MISCELLANEOUS

      13.1 SHAREHOLDER RIGHTS. Except as provided in Section 7. 3 with respect
to Restricted Stock Awards, or in a Stock Incentive Agreement, no Participant
shall have any rights as a shareholder of the Company as a result of the grant
of a Stock Incentive pending the actual delivery of Shares subject to such Stock
Incentive to such Participant.

      13.2 NO GUARANTEE OF CONTINUED RELATIONSHIP. The grant of a Stock
Incentive to a Participant under this Plan shall not constitute a contract of
employment or other relationship with the Company and shall not confer on a
Participant any rights upon his or her termination of employment or relationship
with the Company in addition to those rights, if any, expressly set forth in the
Stock Incentive Agreement that evidences his or her Stock Incentive.

      13.3 WITHHOLDING. The Company shall have the power and the right to deduct
or withhold, or require a Participant to remit to the Company as a condition
precedent for the grant or fulfillment of any Stock Incentive, an amount in
Shares or cash sufficient to satisfy federal, state and local taxes, domestic or
foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of this Plan and/or any action taken by a
Participant with respect to a Stock Incentive. Whenever Shares are to be issued
to a Participant upon exercise of an Option or Stock Appreciation Right, or
satisfaction of conditions under a Restricted Stock Unit, the Company shall have
the right to require the Participant to remit to the Company, as a condition of
exercise of the Option or Stock Appreciation Right, or as a condition to the
fulfillment of the Restricted Stock Unit, an amount in cash (or, unless the
Stock Incentive Agreement provides otherwise, in Shares) sufficient to satisfy
federal, state and local

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withholding tax requirements at the time of exercise. However, notwithstanding
the foregoing, to the extent that a Participant is an Insider, satisfaction of
withholding requirements by having the Company withhold Shares may only be made
to the extent that such withholding of Shares (1) has met the requirements of an
exemption under Rule 16b-3 promulgated under the Exchange Act, or (2) is a
subsequent transaction the terms of which were provided for in a transaction
initially meeting the requirements of an exemption under Rule 16b-3 promulgated
under the Exchange Act. Unless the Stock Incentive Agreement provides otherwise,
the withholding of shares to satisfy federal, state and local withholding tax
requirements shall be a subsequent transaction approved by the original grant of
a Stock Incentive. Notwithstanding the foregoing, in no event shall payment of
withholding taxes be made by a retention of Shares by the Company unless the
Company retains only Shares with a Fair Market Value equal to the minimum amount
of taxes required to be withheld.

      13.4 NOTIFICATION OF DISQUALIFYING DISPOSITIONS OF ISO OPTIONS. If a
Participant sells or otherwise disposes of any of the Shares acquired pursuant
to an Option that is an ISO on or before the later of (1) the date two (2) years
after the date of grant of such Option, or (2) the date one (1) year after the
exercise of such Option, then the Participant shall immediately notify the
Company in writing of such sale or disposition and shall cooperate with the
Company in providing sufficient information to the Company for the Company to
properly report such sale or disposition to the Internal Revenue Service. The
Participant acknowledges and agrees that he or she may be subject to federal,
state and/or local tax withholding by the Company on the compensation income
recognized by Participant from any such early disposition, and agrees that he or
she shall include the compensation from such early disposition in his gross
income for federal tax purposes. Participant also acknowledges that the Company
may condition the exercise of any Option that is an ISO on the Participant's
express written agreement with these provisions of this Plan.

      13.5 TRANSFERS & RESTRUCTURINGS. The transfer of a Participant's
employment between or among the Company or a Subsidiary (including the merger of
a Subsidiary into the Company) shall not be treated as a termination of his or
her employment under this Plan. Likewise, the continuation of employment by a
Participant with a corporation which is a Subsidiary shall be deemed to be a
termination of employment when such corporation ceases to be a Subsidiary.

      13.6 GOVERNING LAW/CONSENT TO JURISDICTION. This Plan shall be construed
under the laws of the State of Ohio without regard to principles of conflicts of
law. Each Participant consents to the exclusive jurisdiction in the United
States District Court for the Southern District of Ohio (Western Division -
Dayton) or the Montgomery County (Ohio) Court of Common Pleas for the
determination of all disputes arising from this Plan and waives any rights to
remove or transfer the case to another court.

      13.7 ESCROW OF SHARES. To facilitate the Company's rights and obligations
under this Plan, the Company reserves the right to appoint an escrow agent, who
shall hold the Shares owned by a Participant pursuant to this Plan.

                                   SECTION 14.
                              PERFORMANCE CRITERIA

      14.1 PERFORMANCE GOAL BUSINESS CRITERIA. Unless and until the Board
proposes for shareholder vote and shareholders approve a change in the general
performance measures set forth in this Section, the attainment of which may
determine the degree of payout and/or vesting with respect to Stock Incentives
to Key Employees and Key Persons pursuant to this Plan which are designed to
qualify for the Performance-Based Exception, the performance measure(s) to be
used by the Committee for purposes of such grants shall be chosen from among the
following: (a) earnings per share; (b) net income (before or after taxes); (c)
return measures (including, but not limited to, return on assets, equity or
sales); (d) cash

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flow return on investments which equals net cash flows divided by owners equity;
(e) earnings before or after taxes, depreciation and/or amortization; (f) gross
revenues; (g) operating income (before or after taxes); (h) total shareholder
return; (i) corporate performance indicators (indices based on the level of
certain services provided to customers); (j) cash generation, profit and/or
revenue targets; (k) growth measures, including revenue growth, as compared with
a peer group or other benchmark; and/or (l) share price (including, but not
limited to, growth measures and total shareholder return). In setting
performance goals using these performance measures, the Committee may exclude
the effect of changes in accounting standards and non-recurring unusual events
specified by the Committee, such as write-offs, capital gains and losses and
acquisitions and dispositions of businesses.

      14.2 DISCRETION IN FORMULATION OF PERFORMANCE GOALS. The Committee shall
have the discretion to adjust the determinations of the degree of attainment of
the pre-established performance goals; provided, however, that Stock Incentives
which are to qualify for the Performance-Based Exception may not be adjusted
upward (although the Committee shall retain the discretion to adjust such Stock
Incentives downward).

      14.3 PERFORMANCE PERIODS. The Committee shall have the discretion to
determine the period during which any performance goal must be attained with
respect to a Stock Incentive. Such period may be of any length, and must be
established prior to the start of such period or within the first ninety (90)
days of such period (provided that the performance criteria are not in any event
set after 25% or more of such period has elapsed).

      14.4 MODIFICATIONS TO PERFORMANCE GOAL CRITERIA. In the event that the
applicable tax and/or securities laws and regulatory rules and regulations
change to permit Committee discretion to alter the governing performance
measures noted above without obtaining shareholder approval of such changes, the
Committee shall have sole discretion to make such changes without obtaining
shareholder approval. In addition, in the event that the Committee determines
that it is advisable to grant Stock Incentives which shall not qualify for the
Performance-Based Exception, the Committee may make such grants without
satisfying the requirements under Code Section 162(m) to qualify for the
Performance-Based Exception.

                                   SECTION 15.
                           SPECIAL CANADIAN PROVISIONS

      15.1 APPLICATION. The provisions of this Section 15 shall apply with
respect to any Participant who is a resident of Canada, and with respect to any
Stock Incentive which is granted under this Plan to any such Participant, but
shall not apply with respect to any other Participant or with respect to any
Stock Incentive which is granted under this Plan to any such other Participant.
No purchase or delivery of Shares pursuant to a Stock Incentive shall occur
until applicable restrictions imposed pursuant to this Plan or the applicable
Stock Incentive have terminated. In case of any conflict with provisions
contained elsewhere in this Plan, the provisions of this Section 15 will apply.
Canadian resident participants may only receive Restricted Stock Units.

      15.2 CANADA TAX TREATMENT. The grant of a Restricted Stock Unit represents
a contingent entitlement of the Participant to whom it has been granted to
receive shares of Company common stock on the date of vesting. Upon vesting, the
Participant will be entitled to exchange the Restricted Stock Unit for a share
of Reynolds common stock. The Plan is not a "salary deferral arrangement" as
defined in the Income Tax Act (Canada), and no provision of this Plan shall be
applied, interpreted or administered in a manner inconsistent with such
determination.

      15.3 VOTING, DIVIDENDS AND OTHER RIGHTS. Canadian resident holders shall
not be entitled to vote or to receive dividends until such time as they become
owners of the Shares pursuant to their

2004 Executive Stock Incentive Plan
Amended and Restated November 8, 2004         18                 Revised 11/3/04

<PAGE>

Restricted Stock Units, and, unless the applicable Stock Incentive Agreement
provides otherwise, the holder of a Restricted Stock Unit shall not be entitled
to any dividend equivalents (as described in Section 7.1(e)).

      15.4 SHARES DELIVERED UNDER PLAN. All Shares delivered to a Participant
under the Plan shall be purchased by an independent broker who shall acquire
Shares on the open market on behalf of the Participant. The Company or its
Canadian affiliate shall notify the independent broker of the number of Shares
of the Company to be purchased by the broker on the Participant's behalf and the
broker will purchase such Shares as soon as practical thereafter and, for
greater certainty, the broker shall effect such purchase no later than the
earlier of: (a) the last day of the first calendar month commencing after the
Participant's Restricted Stock Units' vesting date and (b) the last day of the
year in which the Participant's vesting date occurs. The broker will deliver
such Shares directly to the Participant. The Company or its Canadian affiliate
will pay all brokerage fees arising in connection with the acquisition of such
Shares.

      15.5 VESTING. Notwithstanding the provisions of Sections 7.3(a) and (b),
the vesting period for Canadian resident participants shall not extend beyond
December 31 of the third year following the end of the year in which the
Restricted Stock Unit is granted.

                                   SECTION 16.
                             OTHER NON-US PROVISIONS

      16.1 The Committee shall have the authority to require that any Stock
Incentive Agreement relating to a Stock Incentive in a jurisdiction outside of
the United States contain such terms as are required by local law in order to
constitute a valid grant under the laws of such jurisdiction. Such authority
shall be notwithstanding the fact that the requirements of the local
jurisdiction may be different from or more restrictive than the terms set forth
in this Plan. No purchase or delivery of Shares pursuant to a Stock Incentive
shall occur until applicable restrictions imposed pursuant to this Plan or the
applicable Stock Incentive have terminated.

2004 Executive Stock Incentive Plan
Amended and Restated November 8, 2004         19                 Revised 11/3/04