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                                   EXHIBIT 4.6

                                   BELDEN INC.

                          2003 LONG-TERM INCENTIVE PLAN

1.       PURPOSE

The purpose of the 2003 Long-Term Incentive Plan of Belden Inc. (the "Plan") is
to promote the long-term financial interests of Belden Inc. (the "Company"),
including its growth and performance, by encouraging employees of the Company
and its subsidiaries to acquire an ownership position in the Company, enhancing
the ability of the Company to attract and retain employees of outstanding
ability, and providing employees with an interest in the Company parallel to
that of the Company's stockholders.

2.       DEFINITIONS

         2.1      "Administrative Policies" means the administrative policies
and procedures adopted and amended from time to time by the Committee to
administer the Plan.

         2.2      "Award" means any form of stock option, stock appreciation
right, restricted stock award, or performance share granted under the Plan,
whether singly, in combination, or in tandem, to a Participant by the Committee
pursuant to such terms, conditions, restrictions and limitations, if any, as the
Committee may establish by the Award Agreement or otherwise.

         2.3      "Award Agreement" means a written agreement with respect to an
Award between the Company and a Participant establishing the terms, conditions,
restrictions and limitations applicable to an Award. To the extent an Award
Agreement is inconsistent with the terms of the Plan, the Plan shall govern the
rights of the Participant thereunder.

         2.4      "Board" shall mean the Board of Directors of the Company.

         2.5      "Change of Control" means a change in control of the Company
of a nature that would be required to be reported (assuming such event has not
been "previously reported") in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Exchange Act; provided that, without
limitation and whether or not required to be so reported, a Change of Control
shall be deemed to have occurred at such time as (i) any Person is or becomes
the beneficial owner, directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company's then
outstanding securities (not including in the securities beneficially owned by
such Person any securities acquired directly from the Company), (ii) during any
period of two consecutive years, individuals who at the beginning of such period
constitute the Board cease for any reason to constitute at least a majority
thereof unless the election, or the nomination for election by the Company's
shareholders, of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of the
period, (iii) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated the sale or
disposition by the Company of all or substantially all of the Company's assets,
other than a sale or disposition by the Company of all or substantially all of
the Company's assets to an entity at

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least 60% of the combined voting power of the voting securities of which are
owned by stockholders of the Company in substantially the same proportions as
their ownership of the Company immediately prior to such sale or disposition, or
(iv) there is consummated a merger or consolidation of the Company with any
other corporation, other than (a) a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity or any
parent thereof) at least 60% of the combined voting power of the securities of
the Company or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (b) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no Person is or becomes the beneficial owner, directly or indirectly,
of securities of the Company (not including in the securities beneficially owned
by such Person any securities acquired directly from the Company) representing
25% or more of the combined voting power of the Company's then outstanding
securities.

         2.6      "Change of Control Price" means the higher of (i) the Fair
Market Value on the date of determination of the Change of Control or (ii) the
highest price per share actually paid for the Common Stock in connection with
the Change of Control of the Company.

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

         2.8      "Committee" means the Compensation Committee of the Board, or
such other committee designated by the Board to administer the Plan, provided
that each member of the Committee qualifies as an "outside director" within the
meaning of Section 162(m) of the Code and a "Non-Employee Director" within the
meaning of Rule 16b-3 of the Exchange Act, and meets such other qualifications
as may be required by law, by relevant stock exchange rules or by the Board.

         2.9      "Common Stock" means the Common Stock, par value $.01 per
share, of the Company.

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

         2.11     "Executive Officer" means an executive officer as defined in
Rule 3b-7 promulgated under the Exchange Act.

         2.12     "Fair Market Value" of a share of Common Stock, as of any
date, means the average of the high and low sales prices of a share of Common
Stock as reported on the Stock Exchange composite tape on the applicable date
or, if no sales of Common Stock were made on the Stock Exchange on that date,
then the average of the high and low sales prices as reported on the composite
tape for the preceding day on which sales of Common Stock were made.

         2.13     "Participant" means an officer or employee of the Company or
its subsidiaries who is selected by the Committee to participate in the Plan,
and nonemployee directors of the Company to the extent provided in Section 11
hereof.

         2.14     "Performance Goals" or "Targets" in respect to Awards of
Performance Shares are defined as the performance criterion or criteria
established by the Committee, pursuant to Section 10.3 hereof.

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         2.15     "Performance Period" shall mean that period established by the
Committee at the time any Performance Shares are granted, provided that a
Performance Period shall be a minimum of one year.

         2.16     "Person" shall have the meaning given in Section 3(a)(9) of
the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any of its
affiliates, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its subsidiaries, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.

         2.17     "Section 162(m)" means Section 162(m) of the Code and the
regulations promulgated thereunder.

         2.18     "Stock Exchange" means the New York Stock Exchange or, if the
Common Stock is no longer traded on the New York Stock Exchange, then such other
market price reporting system on which the Common Stock is traded or quoted as
designated by the Committee after it determines that such other exchange is both
reliable and reasonably accessible.

3.       ADMINISTRATION

         3.1      The Plan shall be administered by the Committee. A majority of
the Committee shall constitute a quorum, and the acts of a majority of a quorum
shall be the acts of the Committee.

         3.2      Subject to the provisions of the Plan, the Committee (i) shall
select the Participants, determine the type, size, terms and provisions of
Awards to be made to Participants, and determine the shares or share units
subject to Awards, and (ii) shall have the authority to interpret the Plan, to
establish, amend, and rescind any Administrative Policies, to determine the
terms and provisions of any Award Agreements or other agreements entered into
hereunder, to modify the terms and provisions of any Award that has been
granted, to determine the time when Awards will be granted, to exercise all the
powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, and to make all other
determinations necessary or advisable for the administration of the Plan. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any Award in the manner and to the extent it
shall deem desirable to carry it into effect. The determinations of the
Committee in the administration of the Plan, as described herein, shall be final
and conclusive; provided, however, that no action shall be taken which will
prevent Awards granted under the Plan from meeting the requirements for
exemption from Section 16(b) of the Exchange Act, or subsequent comparable
statute, as set forth in Rule 16b-3 under the Exchange Act or any subsequent
comparable rule; and, provided further, that no action shall be taken which will
prevent Awards hereunder that are intended to provide "performance-based
compensation," within the meaning of Section 162(m), from doing so.

         3.3      In order to enable Participants who are foreign nationals or
employed outside the United States, or both, to receive Awards under the Plan,
the Committee may adopt such

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amendments, Administrative Policies, subplans and the like as are necessary or
advisable, in the opinion of the Committee, to effectuate the purposes of the
Plan.

         3.4      Notwithstanding the powers and authorities of the Committee
set forth in this Section 3, the Committee shall not permit the repricing of
stock options by any method, including by cancellation and reissuance.

4.       ELIGIBILITY

         All employees of the Company and its subsidiaries who have demonstrated
significant management potential or who have the capacity for contributing in a
substantial measure to the successful performance of the Company, as determined
by the Committee, are eligible to be Participants in the Plan. Participants may
receive one or more Awards under the Plan. Directors of the Company other than
directors who are employees of the Company shall be eligible only to receive
stock options pursuant to Section 11 hereof.

5.       SHARES SUBJECT TO THE PLAN

         5.1      The aggregate number of shares of Common Stock available for
grants of Awards under the Plan shall be 800,000, of which no more than 240,000
shall be available for grants as non-stock option Awards, subject to the
adjustments provided for in Section 15 hereof. Shares of Common Stock subject to
an Award that expires unexercised or that is forfeited, terminated or cancelled,
in whole or in part, or (except as otherwise provided herein) is paid in cash in
lieu of Common Stock, shall thereafter again be available for grant under the
Plan. Similarly, shares of Common Stock that are tendered to the Company in the
exercise of Awards, and shares of Common Stock that are retained by the Company
to satisfy tax withholding obligations pursuant to Section 16 hereof, shall be
available for grant under the Plan. Shares of Common Stock issued under the Plan
may be authorized and unissued shares or treasury shares, as the Company may
from time to time determine; provided, however, that unless and until the Plan
is approved by the Company's shareholders, only treasury shares shall be issued
hereunder. Any shares of Common Stock issued by the Company in respect of the
assumption or substitution of outstanding awards from a corporation or other
business entity acquired by the Company shall not reduce the number of shares of
Common Stock available for Awards under the Plan. The Committee may from time to
time adopt and observe such procedures concerning the counting of shares against
the Plan maximum as it may deem appropriate under Rule 16b-3 issued pursuant to
the Exchange Act.

         5.2      The Committee shall not grant to any one Participant in any
calendar year Awards involving in excess of 200,000 shares of Common Stock.

6.       AWARDS

         Awards under the Plan may consist of one or more of the following types
(either alone or in any combination): stock options (either incentive stock
options within the meaning of Section 422 of the Code or nonqualified stock
options), stock appreciation rights, restricted stock grants and performance
shares. Awards of performance shares and restricted stock may provide the
Participant with dividends or dividend equivalents and voting rights prior to
vesting (whether

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based on a period of time or based on attainment of specified performance
conditions). The terms, conditions and restrictions of each Award shall be set
forth in an Award Agreement.

7.       STOCK OPTIONS

         7.1      Grants. Awards may be granted in the form of stock options.
Stock options may be incentive stock options within the meaning of Section 422
of the Code or nonqualified stock options (i.e., stock options which are not
incentive stock options), or a combination of both, or any particular type of
tax-advantaged option authorized by the Code from time to time, and approved by
the Committee.

         7.2      Terms and Conditions of Options. An option shall be
exercisable in whole or in such installments and at such times and upon such
terms as may be determined by the Committee; provided, however, that no stock
option shall be exercisable more than ten years after the date of grant thereof.
The option exercise price shall be established by the Committee, but such price
shall not be less than the Fair Market Value on the date of the stock option's
grant subject to adjustment as provided in Section 15 hereof.

         7.3      Restrictions Relating to Incentive Stock Options. Stock
options issued in the form of incentive stock options shall, in addition to
being subject to all applicable terms, conditions, restrictions and limitations
established by the Committee, comply with Section 422 of the Code. Incentive
stock options shall be granted only to eligible employees of the Company and its
subsidiaries within the meaning of Section 422 of the Code. The aggregate Fair
Market Value (determined as of the date the option is granted) of shares with
respect to which incentive stock options are exercisable for the first time by
an individual during any calendar year (under this Plan or any other plan of the
Company which provides for the granting of incentive stock options) may not
exceed $100,000 or such other number as may be applicable under the Code from
time to time.

         7.4      Payment. Upon exercise, a Participant may pay the option
exercise price of a stock option (including, if approved by the Committee, any
related tax obligations) in cash, shares of Common Stock that have been held by
the Participant for at least six months, or if approved by the Committee and to
the extent permitted by applicable law a cashless exercise (i.e. the option
exercise price is advanced by the Participant's broker and tendered to the
Company), or a combination of the foregoing, or such other consideration as the
Committee may deem appropriate, all as determined by and subject to the terms,
conditions and restrictions established by the Committee. If the Committee
permits accepting Common Stock in payment, it shall establish appropriate
methods for accepting such Common Stock and may impose such conditions as it
deems appropriate on the use of such Common Stock to exercise a stock option.

         7.5      Additional Terms and Conditions. The Committee may, by way of
the Award Agreement, Administrative Policies or otherwise, establish such other
terms, conditions or restrictions, if any, on any stock option Award as the
Committee deems appropriate, provided they are consistent with the Plan,
including but not limited to restrictions on transferability, requirements of
continued employment, and conditioning the vesting of stock options on the
achievement of financial performance criteria established by the Committee at
the time of grant.

         7.6      Interpretation. It is the intent of the Company that
nonqualified stock options granted under the Plan not be classified as incentive
stock options, that the incentive stock

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options granted under the Plan be consistent with and contain or be deemed to
contain all provisions required under Section 422 and the other appropriate
provisions of the Code and any implementing regulations (and any successor
provisions thereof), and that any ambiguities in construction shall be
interpreted in order to effectuate such intent.

8.       STOCK APPRECIATION RIGHTS

         8.1      Grants. Awards may be granted in the form of stock
appreciation rights (" SARs"). SARs shall entitle the recipient to receive a
payment equal to the appreciation in market value of a stated number of shares
of Common Stock from the price stated in the Award Agreement to the Fair Market
Value on the date of exercise or surrender. Such payment may be made to the
Participant by delivery of such property as the Committee shall determine,
including cash, shares of Common Stock or any combination thereof. An SAR may be
granted in tandem with all or a portion of a related stock option under the Plan
("Tandem SARs"), or may be granted separately ("Freestanding SARs"); provided,
however, that Freestanding SARs shall be granted only to Participants who are
foreign nationals or are employed outside of the United States, or both, and as
to whom the Committee determines the interests of the Company could not as
conveniently be served by the grant of other forms of Awards under the Plan. A
Tandem SAR may be granted either at the time of the grant of the related stock
option or at any time thereafter during the term of the stock option. An SAR may
be exercised no sooner than six months after it is granted. In the case of
Tandem SARs, the appreciation in value shall be the appreciation from the option
exercise price of such related stock option to the Fair Market Value on the date
of exercise.

         8.2      Terms and Conditions of Tandem SARs. A Tandem SAR shall be
exercisable to the extent, and only to the extent, that the related stock option
is exercisable. Upon exercise of a Tandem SAR as to some or all of the shares
covered in an Award, the related stock option (to the extent not exercised)
shall be cancelled automatically to the extent of the number of SAR's exercised,
and such shares shall not thereafter be eligible for grant under Section 5
hereof.

         8.3      Terms and Conditions of Freestanding SARs. Freestanding SARs
shall be exercisable in whole or in such installments and at such times as may
be determined by the Committee. The base price of a Freestanding SAR shall be
determined by the Committee; provided, however, that such price shall not be
less than the Fair Market Value on the date of the award of the Freestanding
SAR.

         8.4      Deemed Exercise. The Committee may provide that an SAR shall
be deemed to be exercised at the close of business on the scheduled expiration
date of such SAR, if at such time the SAR by its terms is otherwise exercisable
and, if so exercised, would result in a payment to the Participant.

         8.5      Additional Terms and Conditions. The Committee may, by way of
the Award Agreement, Administrative Policies or otherwise, determine such other
terms, conditions or restrictions, if any, on any SAR Award, as the Committee
deems appropriate, provided they are consistent with the Plan.

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9.       RESTRICTED STOCK AWARDS

         9.1      Grants. Awards may be granted in the form of restricted stock
("Restricted Stock Awards").

         9.2      Award Restrictions. Restricted Stock Awards shall be subject
to such terms, conditions or restrictions as the Committee deems appropriate by
way of the Award Agreement, Administrative Policies or otherwise, including, but
not limited to, restrictions on transferability and requirements of continued
employment, individual performance or the financial performance of the Company.
The period of vesting and the forfeiture restrictions shall be established by
the Committee at the time of grant, provided that the period of vesting shall
not be less than 12 months from the date of grant.

         9.3      Rights as Shareholders. During the period in which any
restricted shares of Common Stock are subject to forfeiture restrictions imposed
under the preceding paragraph, the Committee may, in its discretion, grant to
the Participant to whom such restricted shares have been awarded, all or any of
the rights of a shareholder with respect to such shares, including, but not
limited to, the right to vote such shares and to receive dividends.

         9.4      Evidence of Award. Any Restricted Stock Award granted under
the Plan may be evidenced in such manner as the Committee deems appropriate,
including, but not limited to, book entry registration or issuance of a stock
certificate or certificates.

10.      PERFORMANCE SHARES

         10.1     Grants. Awards may be granted in the form of units valued by
reference to a designated number of shares of Common Stock, which value may be
paid to the Participant by delivery of such property as the Committee shall
determine, including cash, shares of Common Stock or any combination thereof,
upon achievement of such Performance Goals during the Performance Period as the
Committee shall establish at the time of such grant or thereafter ("Performance
Shares").

         10.2     Performance Shares. The Committee may grant an Award of
Performance Shares to Participants as of the first day of each Performance
Period. Performance Goals will be established by the Committee not later than 90
days after the commencement of the Performance Period relating to the specific
Award. At the end of the Performance Period, the Performance Shares shall be
converted into Common Stock (or cash or a combination of Common Stock and cash,
as determined by the Award Agreement) and distributed to Participants based upon
such entitlement. Award payments in respect of Performance Shares made in cash
rather than the issuance of Common Stock shall not, by reason of such payment in
cash, result in additional shares being available for reissuance pursuant to
Section 5 hereof.

         10.3     Performance Criteria. Notwithstanding anything to the contrary
contained in this Section 10, Performance Share Awards shall be made to
Executive Officers only in compliance with Section 162(m). Performance criteria
used to establish Performance Goals for Performance Share Awards granted to
Executive Officers must include one or any combination of the following, which
may be measured on either a relative or absolute basis: (i) the Company's return
on equity, assets, capital or investment; (ii) pre-tax or after-tax profit
levels expressed in earnings per share of the Company or any subsidiary or
business segment of the Company; (iii)

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cash flow or similar measure; (iv) total shareholder return; (v) change in the
market price of the Common Stock; or (vi) market share. The Performance Goals
established by the Committee for each Performance Share Award will specify
achievement targets with respect to each applicable performance criterion
(including a threshold level of performance below which no amount will become
payable with respect to such Award). To the extent applicable, any such
Performance Goals shall be determined in accordance with generally accepted
accounting principles. Each Award will specify the amount payable, or the
formula for determining the amount payable, upon achievement of the various
applicable Performance Targets. The Performance Goals established by the
Committee may be (but need not be) different for each Performance Period and
different Performance Goals may be applicable for Awards to different Executive
Officers in the same Performance Period. Payment shall be made with respect to a
Performance Share Award to an Executive Officer only after the attainment of the
applicable Performance Goals has been certified in writing by the Committee.

         10.4     Reductions. The Committee may, at its sole discretion, reduce
the amount otherwise payable under the original terms of an outstanding Award of
Performance Shares.

         10.5     Dividends. Upon issuance of Performance Shares earned under
the Plan, the Company also shall pay to the Participant an amount equal to the
aggregate amount of dividends or dividend equivalents that the Participant would
have received (but has not yet received) had the Participant been the owner of
record of such earned Performance Shares during the Performance Period.

         10.5     Additional Terms and Conditions. The Committee may, by way of
the Award Agreement, Administrative Policies or otherwise, determine the manner
of payment of Awards of Performance Shares and other terms, conditions or
restrictions, if any, on any Award of Performance Shares, as the Committee deems
appropriate, provided they are consistent with the Plan, and provided further
that the Committee may not exercise its authority to increase the amount
otherwise payable under the original terms of an outstanding Award of
Performance Shares.

11.      DIRECTORS' RESTRICTED STOCK

         11.1     Grants. Awards may be granted to nonemployee directors only in
the form of restricted stock satisfying the requirements of this Section 11
("Director Restricted Stock"). Subject to Section 15 hereof, on the date
following the commencement of the Company's annual meeting of stockholders each
year, there shall be granted to each nonemployee director a restricted stock
award of 2,000 shares of Common Stock. The grant is subject to the condition
that the restricted stock cannot be sold, exchanged, transferred, pledged or
otherwise disposed (collectively, "Transfer") prior to the director's departure
from the Board of Directors of the Company, other than for cause. However, in
order for the grant of restricted stock to meet the requirements of Rule 16b-3
under the Exchange Act, in no event will the director be permitted to Transfer
any restricted stock prior to the expiration of six months from the date of the
award.

         11.2     Restricted Stock Agreement. Director restricted stock awards
shall be evidenced by an Award Agreement, dated as of the date of the grant,
which agreement shall be in such form, consistent with the terms and
requirements of this Section 11, as shall be approved by the Committee from time
to time and executed on behalf of the Company by its chief executive officer.

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         11.3     Terms and Conditions of Director Restricted Stock Award. In
the event of disability or death of a nonemployee director during continued
service with the Company, the Transfer restrictions shall lapse and be of no
further force or effect and the shares shall be deemed fully vested, unless the
date of disability or death occurs prior to the expiration of six months from
the date of grant.

         11.4     Transferability. Prior to the lapsing of the Transfer
restrictions, no restricted stock shall be transferable by a nonemployee
director except pursuant to a qualified domestic relations order (as defined by
the Code).

         11.5     Change of Control. In the event of a Change of Control, the
restrictions applicable to all shares of restricted stock shall lapse and such
shares shall be deemed fully vested.]

12.      DIVIDENDS AND DIVIDEND EQUIVALENTS; DEFERRALS AND DISCLAIMERS

         12.1     If an Award is granted in the form of a Restricted Stock
Award, a Freestanding SAR or a stock option, the Committee may choose, at the
time of the grant of the Award, to include as part of such Award an entitlement
to receive dividends or dividend equivalents that the Participant would receive
were the Participant the owner of record of shares of Common Stock subject to
such Award from the date of grant, subject to such terms, conditions,
restrictions or limitations, if any, as the Committee may establish. Dividends
and dividend equivalents shall be paid in such form and manner and at such time
as the Committee shall determine.

         12.2     The Committee may permit Participants to elect to defer the
issuance of shares or the settlement of Awards in cash as set out in any Award
Agreement or under such Administrative Policies as the Committee may establish.
It may also provide that deferred settlements include the payment or crediting
of interest on the deferral amounts or the payment or crediting of dividend
equivalents on deferred settlements denominated in shares. With respect to
amounts so deferred, within 10 days after the occurrence of a Change of Control,
the Company shall: (a) issue stock certificates for any shares credited to a
Participant's deferral account, and (b) make a lump sum cash payment to the
Participant for any deferred cash Awards and any accrued interest and dividend
equivalents.

         12.3     It is recognized that under certain circumstances: (a)
payments or benefits provided to a Participant might give rise to an "excess
parachute payment" within the meaning of Section 280G of the Code; and (b) it
might be beneficial to a Participant to disclaim some portion of the payment or
benefit in order to avoid such "excess parachute payment" and thereby avoid the
imposition of an excise tax resulting therefrom; and (c) under such
circumstances it would not be to the disadvantage of the Company to permit the
Participant to disclaim any such payment or benefit in order to avoid the
"excess parachute payment" and the excise tax resulting therefrom. Accordingly,
the Participant may, at the Participant's option, exercisable at any time or
from time to time, disclaim any entitlement to any portion of the payments or
benefits arising under this Plan which would constitute "excess parachute
payments," and it shall be the Participant's choice as to which payments or
benefits shall be so surrendered, if and to the extent that the Participant
exercises such option, so as to avoid "excess parachute payments."

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13.      TERMINATION OF EMPLOYMENT

         The Committee shall, by way of the Award Agreement, Administrative
Policies or otherwise, determine the entitlement to Awards (if any) of
Participants who cease to be employed by either the Company or its subsidiaries
due to death, disability, resignation, termination, or retirement pursuant to an
established retirement plan or policy of the Company or its subsidiaries.

14.      ASSIGNMENT AND TRANSFER

         The Committee shall, by way of the Award Agreement, Administrative
Policies or otherwise, determine the extent to which (if any) the rights and
interests of a Participant in an Award under the Plan may be assigned,
encumbered or transferred.

15.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

         In the event of any change in the outstanding shares of Common Stock by
reason of a reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or shares of the Company, the maximum aggregate number and
class of shares as to which Awards may be granted under the Plan, the shares
issuable pursuant to then outstanding Awards and (if stock options or stock
options related to Tandem SARs) their exercise price shall be appropriately
adjusted by the Committee, whose determination shall be final.

16.      WITHHOLDING TAXES

         The Company shall have the right to deduct from any payment to be made
pursuant to the Plan the amount of any taxes required by law to be withheld
therefrom, or to require a Participant to pay to the Company such amount
required to be withheld prior to the issuance or delivery of any shares of
Common Stock or the payment of cash under the Plan. The Committee may, in its
discretion, permit a Participant to elect to satisfy such withholding obligation
by (i) having the Company retain the number of shares of Common Stock, or (ii)
tendering the number of shares of Common Stock, in either case, whose Fair
Market Value equals the amount required to be withheld. Any fraction of a share
of Common Stock required to satisfy such obligation shall be disregarded and the
amount due shall instead be paid in cash, to or by the Participant, as the case
may be.

17.      REGULATORY APPROVALS AND LISTINGS

         Notwithstanding anything contained in this Plan to the contrary, the
Company shall have no obligation to issue or deliver certificates of Common
Stock evidencing Restricted Stock Awards or any other Award payable in Common
Stock prior to (i) the obtaining of any approval from any governmental agency
which the Company shall, in its sole discretion, determine to be necessary or
advisable, (ii) the listing of such shares on the Stock Exchange and (iii) the
completion of any registration or other qualification of such shares under any
state or federal law or ruling of any governmental body which the Company shall,
in its sole discretion, determine to be necessary or advisable.

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18.      NO RIGHT TO CONTINUED EMPLOYMENT OR GRANTS

         No person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant the right to be
retained in the employ of the Company or its subsidiaries. Further, the Company
and its subsidiaries expressly reserve the right at any time to terminate the
employment of any Participant free from any liability, or any claim under the
Plan, except as provided herein or in any Award Agreement entered into
hereunder.

19.      CHANGE OF CONTROL

         In the event of a Change of Control, (i) all SARs shall become
exercisable in full, (ii) the restrictions applicable to all shares of
restricted stock shall lapse and such shares shall be deemed fully vested, (iii)
all Performance Share Awards shall be deemed to be earned in full at the target
Performance Goal level and (iv) with respect to all outstanding stock options
(whether or not exercisable at the time of the Change of Control), the Company
shall make payment in cash to each Participant in an amount equal to the excess
of the Change of Control Price over the option exercise price multiplied by the
number of shares of Common Stock covered by the stock option for each stock
option held by such Participant, upon which payment such stock options shall be
deemed cancelled. The Company shall make all payments and issue all certificates
of Common Stock pursuant to this Section 19 within 10 days after the effective
date of the Change of Control.

20.      AMENDMENT

         The terms and provisions of any outstanding Award under the Plan may be
modified from time to time by the Committee in its discretion in any manner that
it deems appropriate, provided that no such modification that would materially
impair the rights of the affected Participant shall be made without such
Participant's consent, and provided further that no increase in the amount
otherwise payable under the original terms of an outstanding Award of
Performance Shares shall be made. The Board may amend, modify, suspend or
terminate the Plan or any portion thereof at any time, provided that no
amendment or alteration that would materially impair the rights of any
Participant under any Award previously granted to such Participant shall be made
without such Participant's consent, and provided further no amendment or
alteration that would increase the amount otherwise payable under the original
terms of an outstanding Award of Performance Shares shall be made. Further, no
amendment or alteration to the Plan or modification to the terms and provisions
of any outstanding Award under the Plan shall be effective prior to approval by
the Company's shareholders to the extent such approval is then required: (a)
pursuant to Rule 16b-3 under the Exchange Act in order to preserve the
applicability of any exemption provided by such rule to any Award then
outstanding (unless the holder of such Award consents); (b) pursuant to Section
162(m); or (c) otherwise by applicable legal requirements or stock exchange
rules.

21.      GOVERNING LAW

         The validity, construction and effect of the Plan and any actions taken
or relating to the Plan shall be determined in accordance with the laws of the
State of Delaware and applicable Federal law.

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22.      RIGHTS AS SHAREHOLDER

         Except as otherwise provided in the Award Agreement, a Participant
shall have no rights as a shareholder until he or she becomes the holder of
record.

24.      SEVERANCE PAY

         Unless otherwise specifically provided to the contrary in the relevant
program, practice or plan, payments or settlements of Awards received by
Participants under the Plan shall not be deemed a part of a Participant's
regular, recurring compensation for purposes of calculating severance pay or
separation allowance under the law of any country.

25.      UNFUNDED PLAN

         Unless otherwise determined by the Committee, the Plan shall be
unfunded and shall not create (or be construed to create) a trust or a separate
fund or funds. The Plan shall not establish any fiduciary relationship between
the Company and any Participant or other person. To the extent any person holds
any rights by virtue of an Award granted under the Plan, such rights (unless
otherwise determined by the Committee) shall be no greater than the rights of an
unsecured general creditor of the Company.

26.      SUCCESSORS AND ASSIGNS

         The Plan shall be binding on all successors and assigns of a
Participant, including, without limitation, the estate of such Participant and
the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.

27.      EFFECTIVE DATE

         27.1 The Plan shall be effective upon approval by the Board, subject to
approval by the holders of a majority of the shares of Common Stock. Subject to
earlier termination pursuant to Section 20, the Plan shall have a term of 10
years from its effective date. After termination of the Plan, no future Awards
may be granted but previously granted Awards shall remain outstanding in
accordance with their applicable terms and conditions and the terms and
conditions of the Plan.

         27.2 Any Awards made prior to approval by the shareholders of the
Company shall be effective when made, but shall be conditioned on, and subject
to such approval.

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