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                                                                    EXHIBIT 10.2




        ATLAS COPCO NORTH AMERICA INC. (TO BE RENAMED RSC HOLDINGS INC.)
                              STOCK INCENTIVE PLAN

                                    Article I
                                     Purpose

     Atlas Copco North America Inc. (to be renamed RSC Holdings Inc.) has
established this stock incentive plan to foster and promote its long-term
financial success. Capitalized terms have the meaning given in Article XI.

                                   Article II
                               Powers of the Board

     Section 2.1 Power to Grant Awards. The Board shall select Employees to
participate in the Plan. The Board shall also determine from time to time
whether, and the terms under which, Eligible Directors (or classes or categories
of Eligible Directors) may receive Director Share Awards. The Board shall
determine the terms of each Award, consistent with the Plan. Notwithstanding the
foregoing, the Compensation Committee of the Board may determine the specific
number of Common Shares to be offered and/or Options to be granted to an
individual Employee or Eligible Director, in each case otherwise consistent with
the terms of the Plan.

     Section 2.2 Administration. The Board shall be responsible for the
administration of the Plan. The Board may prescribe, amend and rescind rules and
regulations relating to the administration of the Plan, provide for conditions
and assurances it deems necessary or advisable to protect the interests of the
Company and make all other determinations necessary or advisable for the
administration and interpretation of the Plan. Any authority exercised by the
Board under the Plan shall be exercised by the Board in its sole discretion.
Determinations, interpretations or other actions made or taken by the Board
under the Plan shall be final, binding and conclusive for all purposes and upon
all persons.

     Section 2.3 Delegation by the Board. All of the powers, duties and
responsibilities of the Board specified in this Plan may be exercised and
performed by any duly constituted committee thereof to the extent authorized by
the Board to exercise and perform such powers, duties and responsibilities, and
any

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determination, interpretation or other action taken by such committee shall have
the same effect hereunder as if made or taken by the Board.

                                   Article III
                             Shares Subject to Plan

     Section 3.1 Number. The maximum number of shares of Common Shares that may
be issued under the Plan or be subject to Awards may not exceed 154,693.70
shares. The shares of Common Shares to be delivered under the Plan may consist,
in whole or in part, of authorized but unissued Common Shares that are not
reserved for any other purpose.

     Section 3.2 Canceled, Terminated or Forfeited Awards. If any Award or
portion thereof is for any reason forfeited, canceled or otherwise terminated
without exercise, the Common Shares subject to such Award or portion thereof
shall again be available for grant under the Plan.

     Section 3.3 Adjustment in Capitalization. The number of Common Shares
available for issuance under the Plan and the number, class, exercise price or
other terms of any outstanding Award shall be adjusted by the Board to reflect
any extraordinary dividend, stock dividend, stock split or share combination or
any recapitalization, merger, consolidation, spin-off, exchange of shares,
liquidation or dissolution of the Company or other similar transaction affecting
the Common Shares.

                                   Article IV
                                 Stock Purchase

     Section 4.1 Awards and Administration. The Board may offer and sell Common
Shares to Participants at such time or times as it shall determine, the terms of
which shall be set forth in a Subscription Agreement.

     Section 4.2 Minimum Purchase Price. Unless otherwise determined by the
Board, the purchase price for any Common Shares to be offered and sold pursuant
to this Article IV shall not be less than the Fair Market Value on the date of
grant.

     Section 4.3 Payment. Unless otherwise determined by the Board, the purchase
price with respect to any Common Shares offered and sold pursuant to this
Article IV shall be paid in cash or other readily available funds simultaneously
with the closing of the purchase of such Common Shares.


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                                    Article V
                                Terms of Options

     Section 5.1 Grant of Options. The Board may grant Options to Participants
at such time or times as it shall determine. Options granted pursuant to the
Plan will not be "incentive stock options" as defined in the Code unless
otherwise determined by the Board. Each Option granted to a Participant shall be
evidenced by an Option Agreement that shall specify the number of Common Shares
that may be purchased pursuant to such Option, the exercise price at which a
Common Share may be purchased pursuant to such Option, the duration of such
Option (not to exceed the tenth anniversary of the grant date), and such other
terms as the Board shall determine.

     Section 5.2 Exercise Price. The exercise price per Common Share to be
purchased upon exercise of an Option shall not be less than the Fair Market
Value on the date such Option is granted.

     Section 5.3 Vesting and Exercise of Options. Options shall become vested or
exercisable in accordance with the vesting schedule or upon the attainment of
such performance criteria as shall be specified by the Board on or before the
grant date. Unless otherwise determined by the Board or the Compensation
Committee on or before the grant date, one fifth of the Options shall vest and
become exercisable on each of the first, second, third, fourth and fifth
anniversaries of the grant date. The Board or the Compensation Committee may
accelerate the vesting or exercisability of any Option, all Options or any class
of Options at any time and from time to time.

     Section 5.4 Payment. The Board shall establish procedures governing the
exercise of Options, which procedures shall generally require that prior written
notice of exercise be given and that the exercise price (together with any
required withholding taxes or other similar taxes, charges or fees) be paid in
full in cash, cash equivalents or other readily-available funds at the time of
exercise. Notwithstanding the foregoing, on such terms as the Board may
establish from time to time following a Public Offering (i) the Board may permit
a Participant to tender any Common Shares such Participant has owned for at
least six months and one day for all or a portion of the applicable exercise
price or minimum required withholding taxes and (ii) the Board may authorize the
Company to establish a broker-assisted exercise program. In connection with any
Option exercise, the Company may require the Participant to furnish or execute
such other documents as it shall reasonably deem necessary to (a) evidence such
exercise, (b) determine whether registration is then required under the U.S.
federal securities laws or similar non-U.S. laws or (c) comply with or satisfy
the requirements of the U.S.


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federal securities laws, applicable state or non-U.S. securities laws or any
other law. As a condition to the exercise of any Option before a Public
Offering, a Participant shall enter into a Subscription Agreement.

                                   Article VI
                            Termination of Employment

     Section 6.1 Expiration of Options Following Termination of Employment.
Unless otherwise determined by the Board on or before the grant date, if a
Participant's employment with the Company and its Subsidiaries terminates, such
Participant's Options shall be treated as follows:

          (a) any unvested Options shall terminate effective as of such
     termination of employment (determined without regard to any statutory or
     deemed or express contractual notice period); provided that if the
     Employee's employment with the Company is terminated in a Special
     Termination (i.e., by reason of the Employee's death or Disability), any
     unvested time-based Options held by the Employee shall immediately vest as
     of the effective date of such Special Termination;

          (b) except in the case of a termination for Cause, vested Options
     shall remain exercisable through the earliest of (i) the normal expiration
     date, (ii) 90 days after the Participant's termination of employment
     (determined without regard to any statutory or deemed or express
     contractual notice period), (iii) 180 days in the case of a Special
     Termination or a retirement at normal retirement age or later and (iv) any
     cancellation pursuant to Section 7.1; and

          (c) in the case of a termination for Cause, any and all Options held
     by such Participant (whether or not then vested or exercisable) shall
     terminate immediately upon such termination of employment.

     Section 6.2 Certain Rights upon Termination of Employment Prior to a Public
Offering.

          (a) Repurchase Rights and Obligations. Each Subscription Agreement
     shall provide that the Company and the Investors shall have successive
     rights prior to a Public Offering to purchase all or any portion of a
     Participant's Common Shares upon any termination of employment (determined
     without regard to any statutory or deemed or express contractual notice
     period), at such time and at a purchase price per share


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     equal to the Fair Market Value as of the date specified in the Subscription
     Agreement or if the Participant's employment termination is a termination
     for Cause or the Participant has violated any restrictive covenant
     agreement with the Company, for a purchase price per share equal to the
     lesser of (i) the Fair Market Value as of the date specified in the
     Subscription Agreement, (ii) such Participant's per share purchase price
     and (iii) $0.10 if such termination for Cause was based on actions by the
     Participant that had or are reasonably likely to have a significant
     financial impact on the Company or involved theft from the Company or such
     Participant violated any restrictive covenant agreement with the Company.
     The Board may provide in a Subscription Agreement that following one or
     more specified circumstances of termination of employment, a Participant
     may require the Company to repurchase such Participant's Common Shares, at
     such time and at a purchase price per share equal to the Fair Market Value
     as of the date specified in the Subscription Agreement.

          (b) Limit on Repurchases. Any repurchase right or obligation shall be
     subject to the Company having the ability to do so under the terms of its
     financing agreements.

                                   Article VII
                                Change in Control

     Section 7.1 Accelerated Vesting and Payment. Except as otherwise provided
in this Article VII, and unless otherwise provided in the Award Agreement, upon
a Change in Control each time-based Option and each performance-based Option
shall be cancelled in exchange for a payment in an amount or with a value equal
to the excess, if any, of (i) the Change in Control Price multiplied by the
aggregate number of shares covered by all such time-based Options and the
then-vested performance-based Options over (ii) the exercise price for such
Options.

     Section 7.2 Alternative Options. No cancellation or other payment shall
occur with respect to any Option if the Board reasonably determines in good
faith, prior to the occurrence of a Change in Control, that such Option shall be
honored or assumed, or new rights substituted therefor following the Change in
Control (such honored, assumed or substituted award, an "Alternative Award"),
provided that any Alternative Award must:

          (a) give the Participant who held such Option rights and entitlements
     substantially equivalent to or better than the rights and terms


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     applicable under such Option, including, but not limited to, an identical
     or better exercise and vesting schedule, identical or better timing and
     methods of payment and, if the Alternative Award or the securities
     underlying it are not publicly-traded, identical or better rights following
     a termination of employment to require the Company or the acquiror in such
     Change in Control to repurchase the Alternative Award or securities
     underlying such Alternative Award; and

          (b) have terms such that if, within two years following a Change in
     Control, a Participant's employment is involuntarily or constructively
     terminated (other than for Cause), such Alternative Award shall immediately
     vest in full and such Participant shall receive a cash payment equal to the
     excess (if any) of the fair market value of the stock subject to the
     Alternative Award on the date of surrender over the price that such
     Participant would be required to pay to exercise such Alternative Award or
     shall have an immediate right to exercise such Alternative Award and
     receive shares that are then publicly-traded.

     Section 7.3 Limitation of Benefits. If, whether as a result of accelerated
vesting, the grant of an Alternative Award or otherwise, a Participant would
receive any payment, deemed payment or other benefit as a result of the
operation of Section 7.1 or Section 7.2 that, together with any other payment,
deemed payment or other benefit a Participant may receive under any other plan,
program, policy or arrangement, would constitute an "excess parachute payment"
under section 280G of the Code, then, notwithstanding anything in this Plan to
the contrary, the payments, deemed payments or other benefits such Participant
would otherwise receive under Section 7.1 or Section 7.2 shall be reduced to the
extent necessary to eliminate any such excess parachute payment and such
Participant shall have no further rights or claims with respect thereto. If the
preceding sentence would result in a reduction of the payments, deemed payments
or other benefits a Participant would otherwise receive in more than an
immaterial amount, the Company will submit such reduced payments or other
benefits for approval of the Company's shareholders in the manner provided for
in section 280G(b)(5) of the Code and the regulations thereunder (if the Company
is eligible to do so), so that such payments would not be treated as "parachute
payments" for these purposes (and therefore would cease to be subject to
reduction pursuant to this Section 7.3).


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                                  Article VIII
                              Director Share Awards

     The Board may provide for the grant of Director Share Awards to Eligible
Directors (or categories or classes of Eligible Directors) on such terms as the
Board shall determine from time to time, including as part of the retainer or
other fees payable to an Eligible Director, or as part of an arrangement that
permits the deferral of payment of such fees, on a mandatory or elective basis,
into the right to receive Common Shares and distributions thereon in the future
or a cash payment measured by reference to the value therof.

                                   Article IX
          Authority to Vary Terms or Establish Local Jurisdiction Plans

     The Board may vary the terms of Awards under the Plan, or establish
sub-plans under this Plan to authorize the grant of awards that have additional
or different terms or features from those otherwise provided for in the Plan, if
and to the extent the Board determines necessary or appropriate to permit the
grant of awards that are best suited to further the purposes of the Plan and to
comply with applicable securities laws in a particular jurisdiction or provide
terms appropriately suited for Employees in such jurisdiction in light of the
tax laws of such jurisdiction while being as consistent as otherwise possible
with the terms of Awards under the Plan; provided that this Article IX shall not
be deemed to authorize any increase in the number of Common Shares available for
issuance under the Plan set forth in Section 3.1.

                                    Article X
              Amendment, Modification, and Termination of the Plan

     The Board may terminate or suspend the Plan at any time, and may amend or
modify the Plan from time to time. No amendment, modification, termination or
suspension of the Plan shall in any manner adversely affect any Award
theretofore granted under the Plan without the consent of the Participant
holding such Award or the consent of a majority of Participants holding similar
Awards (such majority to be determined based on the number of shares covered by
such Awards). Shareholder approval of any such amendment, modification,
termination or suspension shall be obtained to the extent mandated by applicable
law, or if otherwise deemed appropriate by the Board.


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                                   Article XI
                                   Definitions

     Section 11.1 Definitions. Whenever used herein, the following terms shall
have the respective meanings set forth below:

          "Affiliate" shall mean, with respect to any Person, any other Person
     directly or indirectly controlling, controlled by or under common control
     with such first Person; provided that a director, member of management or
     other Employee of the Company or any of its Subsidiaries shall not be
     deemed to be an Affiliate of the Investors. For these purposes, "control"
     (including the terms "controlled by" and "under common control with") means
     the possession, directly or indirectly, of the power to direct or cause the
     direction of the management policies of a Person by reason of ownership of
     voting securities, by contract or otherwise.

          "Alternative Award" has the meaning given in Section 7.2.

          "Award" shall mean an Option, Director Share Award or an offer and
     sale of Common Shares pursuant to Article IV, in each case granted pursuant
     to the terms of the Plan.

          "Award Agreement" means a Subscription Agreement, an Option Agreement
     or any other agreement evidencing an Award.

          "Board" means the Board of Directors of the Company.

          "Cause" means, unless otherwise provided in the Award Agreement, any
     of the following: (1) the failure of the Participant to implement or adhere
     to material policies, practices, or directives of the Company, including of
     the Board; (2) conduct of a fraudulent and/or criminal nature; (3) any
     action of the Participant outside the scope of his employment duties that
     results in material financial harm to the Company, or (4) conduct that is
     in violation of any provision of any agreement between the Company or any
     of its affiliates and the Participant (including any noncompetition,
     noninterference, nonsolicitation or confidentiality agreement). A
     termination for Cause shall be deemed to include a determination following
     a Participant's termination of employment for any reason that the
     circumstances existing prior to such termination for the Company or one of
     its Subsidiaries to have terminated such Participants employment for Cause.


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          "Change in Control" means the first to occur of the following events
     after the Effective Date:

               (i) the acquisition by any person, entity or "group" (as defined
          in Section 13(d) of the Securities Exchange Act of 1934, as amended)
          of 50% or more of the combined voting power of the Company's then
          outstanding voting securities, other than any such acquisition by the
          Company, any of its Subsidiaries, any employee benefit plan of the
          Company or any of its Subsidiaries, or by the Investors, or any
          Affiliates of any of the foregoing;

               (ii) the merger, consolidation or other similar transaction
          involving the Company, as a result of which persons who were
          stockholders of the Company immediately prior to such merger,
          consolidation, or other similar transaction do not, immediately
          thereafter, own, directly or indirectly, more than 50% of the combined
          voting power entitled to vote generally in the election of directors
          of the merged or consolidated company;

               (iii) within any 24-month period, the persons who were directors
          of the Company at the beginning of such period (the "Incumbent
          Directors") shall cease to constitute at least a majority of the
          Board, provided that any director elected or nominated for election to
          the Board by a majority of the Incumbent Directors then still in
          office shall be deemed to be an Incumbent Director for purposes of
          this clause (iii); or

               (iv) the sale, transfer or other disposition of all or
          substantially all of the assets of the Company to one or more persons
          or entities that are not, immediately prior to such sale, transfer or
          other disposition, Affiliates of the Company.

     Notwithstanding the foregoing, a Public Offering shall not constitute a
     Change in Control.


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          "Change in Control Price" means the price per Common Share offered in
     conjunction with any transaction resulting in a Change in Control. If any
     part of the offered price is payable other than in cash, the Change in
     Control price shall be determined in good faith by the Board as constituted
     immediately prior to the Change in Control.

          "Code" means the United States Internal Revenue Code of 1986, as
     amended, and any successor thereto.

          "Common Shares" means the Common Stock, par value U.S. $.01 per share,
     of the Company.

          "Company" means Atlas Copco North America Inc. (to be renamed RSC
     Holdings Inc.), a Delaware corporation, and any successor thereto.

          "Compensation Committee" means the Compensation Committee of the Board
     of Directors of the Company.

          "Director Share Award" means an award pursuant to Article VIII to an
     Eligible Director of Common Shares, a right to receive Common Shares or a
     payment measured by reference thereto and distributions thereon.

          "Disability" means, unless otherwise provided in an Award Agreement, a
     Participant's long-term disability within the meaning of the long-term
     disability insurance plan or program of the Company or any Subsidiary then
     covering the Participant, or in the absence of such a plan or program, as
     determined by the Board. The Board's reasoned and good faith judgment of
     Disability shall be final and shall be based on such competent medical
     evidence as shall be presented to it by the Participant or by any physician
     or group of physicians or other competent medical expert employed by the
     Participant or the Company to advise the Board.

          "Effective Date" has the meaning given in Section 12.12.

          "Eligible Director" means a member of the Board other than an employee
     or officer of the Company or any of its Subsidiaries.

          "Employee" means any executive, officer or other employee of the
     Company or any Subsidiary.

          "Fair Market Value" means, as of any date of determination prior to a
     Public Offering, the per share fair market value on such date of a share of
     Common Shares as determined in good faith by the Board. In making a


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     determination of Fair Market Value, the Board shall give due consideration
     to such factors as it deems appropriate, including, but not limited to, the
     earnings and other financial and operating information of the Company in
     recent periods, the potential value of the Company as a whole, the future
     prospects of the Company and the industries in which it competes, the
     history and management of the Company, the general condition of the
     securities markets, the fair market value of securities of companies
     engaged in businesses similar to those of the Company, and any recent
     valuation of the Common Shares that shall have been performed by an
     independent valuation firm (although nothing herein shall obligate the
     Board to obtain any such independent valuation). The determination of Fair
     Market Value will not give effect to any restrictions on transfer of the
     Common Shares or take into account any control premium, but shall be
     determined taking into account the fact that such shares would represent a
     minority interest in the Company and are illiquid. Following a Public
     Offering, "Fair Market Value" shall mean, as of any date of determination,
     the closing market price of the underlying security on such date per share
     of Common Shares as reported on the principal stock exchange on which the
     shares of Common Shares are then listed.

          "Investors" means collectively (i) Ripplewood Partners II, L.P., Oak
     Hill Capital Partners II, L.P., and Oak Hill Capital Management Partners
     II, L.P (ii) any Affiliate of any thereof, including any investment fund or
     vehicle managed, sponsored or advised by any thereof, and (iii) any
     successor in interest to any thereof.

          "Option" means the right granted pursuant to the Plan to purchase one
     Common Share.

          "Option Agreement" means an agreement between the Company and a
     Participant embodying the terms of any Options granted pursuant to the Plan
     and in the form approved by the Board from time to time for such purpose.

          "Participant" means any Employee or Eligible Director who is granted
     an Award.

          "Person" means any natural person, firm, partnership, limited
     liability company, association, corporation, company, trust, business
     trust, governmental authority or other entity.


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          "Plan" means this Atlas Copco North America Inc. (to be renamed RSC
     Holdings Inc.) Stock Incentive Plan.

          "Public Offering" means the first day as of which (i) sales of Common
     Shares are made to the public pursuant to an underwritten public offering
     of the Common Shares led by one or more underwriters at least one of which
     is an underwriter of nationally recognized standing or (ii) the Board has
     determined that shares of the Common Shares otherwise have become
     publicly-traded for this purpose.

          "Special Termination" means a termination by reason of the
     Participant's death or Disability.

          "Subscription Agreement" means a stock subscription agreement between
     the Company and a Participant embodying the terms of any stock purchase
     made pursuant to the Plan and in the form approved by the Board from time
     to time for such purpose.

          "Subsidiary" means any corporation, limited liability company or other
     entity, a majority of whose outstanding voting securities is owned,
     directly or indirectly, by the Company.

     Section 11.2 Gender and Number. Except when otherwise indicated by the
context, words in the masculine gender used in the Plan shall include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.

                                   Article XII
                            Miscellaneous Provisions

     Section 12.1 Nontransferability of Awards. Except as otherwise provided
herein or as the Board may permit on such terms as it shall determine, no Awards
granted under the Plan may be sold, transferred, pledged, assigned, hedged,
encumbered or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. All rights with respect to Awards granted to a
Participant under the Plan shall be exercisable during the Participant's
life-time by such Participant only (or, in the event of the Participant's
Disability, such Participant's legal representative). Following a Participant's
death, all rights with respect to Awards that were outstanding at the time of
such Participant's death and have not terminated shall be exercised by his
designated beneficiary or by his estate in the absence of a designated
beneficiary.


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     Section 12.2 Tax Withholding. The Company or the Subsidiary employing a
Participant shall have the power to withhold up to the minimum statutory
requirement, or to require such Participant to remit to the Company or such
Subsidiary, an amount sufficient to satisfy all U.S. federal, state, local and
any non-U.S. withholding tax or other governmental tax, charge or fee
requirements in respect of any Award granted under the Plan.

     Section 12.3 Beneficiary Designation. Pursuant to such rules and procedures
as the Board may from time to time establish, a Participant may name a
beneficiary or beneficiaries (who may be named contingently or successively) by
whom any right under the Plan is to be exercised in case of such Participant's
death. Each designation will revoke all prior designations by the same
Participant, shall be in a form reasonably prescribed by the Board, and will be
effective only when filed by the Participant in writing with the Board during
his lifetime.

     Section 12.4 Delivery of Financial Statements to Participants. Each year
the Company will provide the Company's annual financial statements to the
Participants.

     Section 12.5 Limitation on Number of Outstanding Options. At no time shall
the total number of shares of Common Shares issuable upon exercise of all
outstanding Options and the total number of shares of Common Shares provided for
under any bonus or similar plan or agreement of the Company exceed 30%, as
calculated in accordance with the conditions and exclusions of California Code
of Regulations, Title 10, Ch. 3, Section 260.140.45, of the securities
outstanding at the time the calculation is made.

     Section 12.6 No Guarantee of Employment or Participation. Nothing in the
Plan or in any agreement granted hereunder shall interfere with or limit in any
way the right of the Company or any Subsidiary to terminate any Participant's
employment or retention at any time, or confer upon any Participant any right to
continue in the employ or retention of the Company or any Subsidiary. No
Employee or Eligible Director shall have a right to be selected as a Participant
or, having been so selected, to receive any Awards.

     Section 12.7 No Limitation on Compensation; No Impact on Benefits. Nothing
in the Plan shall be construed to limit the right of the Company or any
Subsidiary to establish other plans or to pay compensation to its Employees or
Eligible Directors, in cash or property, in a manner that is not expressly
authorized under the Plan. Except as may otherwise be specifically and
unequivocally stated under any employee benefit plan, policy or program, no
amount payable in respect of any Award shall be treated as compensation for
purposes of calculating a


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Participant's rights under any such plan, policy or program. The selection of an
Employee as a Participant shall neither entitle such Employee to, nor disqualify
such Employee from, participation in any other award or incentive plan.

     Section 12.8 No Voting Rights. Except as otherwise required by law, no
Participant holding any Awards granted under the Plan shall have any right in
respect of such Awards to vote on any matter submitted to the Company's
stockholders until such time as the shares of Common Shares underlying such
Awards have been issued, and then, subject to the voting restrictions contained
in the Subscription Agreement.

     Section 12.9 Requirements of Law. The granting of Awards and the issuance
of shares of Common Shares pursuant to the Plan shall be subject to all
applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required. No
Awards shall be granted under the Plan, and no Common Shares shall be issued
under the Plan, if such grant or issuance would result in a violation of
applicable law, including U.S. federal securities laws and any applicable state
or non-U.S. securities laws.

     Section 12.10 Freedom of Action. Nothing in the Plan or any Award Agreement
evidencing an Award shall be construed as limiting or preventing the Company or
any Subsidiary from taking any action that it deems appropriate or in its best
interest (as determined in its sole and absolute discretion) and no Participant
(or person claiming by or through a Participant) shall have any right relating
to the diminishment in the value of any Award as a result of any such action.

     Section 12.11 Unfunded Plan; Plan Not Subject to ERISA. The plan is an
unfunded plan and Participants shall have the status of unsecured creditors of
the Company. The Plan is not intended to be subject to the Employee Retirement
Income and Security Act of 1974, as amended.

     Section 12.12 Term of Plan. The Plan shall be effective as of [December 1,
2006] (the "Effective Date") and shall continue in effect, unless sooner
terminated pursuant to Article X, until the tenth anniversary of such date. The
provisions of the Plan shall continue thereafter to govern all outstanding
Awards.

     Section 12.13 Governing Law. The Plan, and all agreements hereunder, shall
be governed by and construed in accordance with the law of the State of Delaware
regardless of the application of rules of conflict of law that would apply the
laws of any other jurisdiction.


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