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                                                                    EXHIBIT 10.1

                              WOLVERINE TUBE, INC.
                           2003 EQUITY INCENTIVE PLAN


               ADOPTED BY THE BOARD OF DIRECTORS ON MARCH 25, 2003
                    APPROVED BY STOCKHOLDERS ON MAY 14, 2003


SECTION 1.    PURPOSE.

         The Wolverine Tube, Inc. 2003 Equity Incentive Plan (the "Plan") is
intended to promote the long-term success of Wolverine Tube, Inc., a Delaware
corporation (the "Company") and maximize stockholder value by enhancing the
ability of the Company to (i) attract, retain and motivate officers and
employees of the Company and its Subsidiaries (as defined herein) and other
eligible persons who make substantial contributions to the Company through their
ability, loyalty, industry and invention, (ii) reward such persons for their
contributions to the Company, and (iii) provide such persons an opportunity to
obtain a proprietary interest in the Company, thereby encouraging commitment to
the Company's long-term growth and success and further aligning such persons'
interests with those of the Company's stockholders.

SECTION 2.    DEFINITIONS.

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

         (a) "Awards" means Options, Stock Appreciation Rights, Restricted
Shares, Restricted Share Units, Performance Shares, Performance Units or the
additional awards referred to in Section 11 below.

         (b) "Beneficiary" or "Beneficiaries" means the person or persons
designated by a Participant pursuant to the provisions of the Agreement (as
defined in Section 5) to receive payments or rights pursuant to such Agreement
upon the Participant's death. If no Beneficiary is so designated by a
Participant or if no Beneficiary is living at the time a payment is due pursuant
to such Agreement, payments shall be made to the estate of such Participant. The
Agreement shall provide a Participant with the right to change the designated
Beneficiaries from time to time by written instrument executed by the
Participant and filed with the Committee in accordance with such rules as may be
specified by the Committee; provided, however, that no Beneficiary designation
shall be effective unless it is received by the Committee prior to the date of
death of the Participant.

         (c) "Board" means the Board of Directors of the Company.

         (d) "Change in Control" of the Company means any of the following
events:

                  (i) The Company is merged or consolidated or reorganized into
         or with another corporation or other legal person, and as a result of
         such merger, consolidation or reorganization less than a majority of
         the combined voting power of the then-outstanding securities of such
         corporation or person immediately after such transaction are held in
         the aggregate by the holders of Voting Stock of the Company immediately
         prior to such


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         transaction;

                  (ii) The Company sells or otherwise transfers all or
         substantially all of its assets to any other corporation or other legal
         person, and as a result of such sale or transfer less than a majority
         of the combined voting power of the then-outstanding securities of such
         corporation or person immediately after such sale or transfer is held
         in the aggregate by the holders of Voting Stock of the Company
         immediately prior to such sale or transfer;

                  (iii) There is a report filed on Schedule 13D or Schedule
         14D-1 (or any successor schedule, form or report), each as promulgated
         pursuant to the Exchange Act, disclosing that:

                           (A) any person (as the term "person" is used in
                  Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has
                  become the beneficial owner (as the term "beneficial owner" is
                  defined under Rule 13d-3 or any successor rule or regulation
                  promulgated under the Exchange Act) of securities representing
                  15% or more of the Voting Stock of the Company; or

                           (B) any person has, during any period, increased the
                  number of shares of Voting Stock beneficially owned by such
                  person by an amount equal to or greater than 5% of the
                  outstanding shares of Voting Stock; provided, however, that
                  transfers of shares of Voting Stock between a person and the
                  affiliates or associates (as such terms are defined under Rule
                  12b-2 or any successor rule or regulation promulgated under
                  the Exchange Act) of such person shall not be considered in
                  determining any increase in the number of shares of Voting
                  Stock beneficially owned by such person;

                  (iv) The Company files a report or proxy statement with the
         Securities and Exchange Commission pursuant to the Exchange Act
         disclosing in response to Form 8-K or Schedule 14A (or any successor
         schedule, form or report or item therein) that a change in control of
         the Company has or may have occurred or will or may occur in the future
         pursuant to any then-existing contract or transaction;

                  (v) If during any period of two consecutive years, individuals
         who at the beginning of any such period constitute the Directors of the
         Company cease for any reason to constitute at least a majority thereof,
         unless the election, or the nomination for election by the Company's
         stockholders, of each Director of the Company first elected during such
         period was approved by a vote of at least two-thirds of the Directors
         of the Company then still in office who were Directors of the Company
         at the beginning of any such period; or

                  (vi) The Board approves, or the Company enters into an
         agreement providing for, a transaction, event or development that
         constitutes (or would constitute if consummated) a Change of Control
         pursuant to any of the foregoing.

                  (vii) Notwithstanding the foregoing provisions of (iii) and
         (iv) above, unless


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         otherwise determined in a specific case by a majority vote of the
         Board, a "Change in Control" shall not be deemed to have occurred for
         purposes of this Plan (A) solely because (1) the Company, (2) a
         Subsidiary or (3) any Company-sponsored employee stock ownership plan
         or other employee benefit plan either files or becomes obligated to
         file a report or proxy statement under or in response to Schedule 13D,
         Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule,
         form or report or item therein) under the Exchange Act, disclosing
         beneficial ownership by it of shares of Voting Stock of the Company,
         whether in excess of 15% or otherwise, or because the Company reports
         that a change of control of the Company has or may have occurred or
         will or may occur in the future by reason of such beneficial ownership
         or (B) solely because of a change in control of any Subsidiary.

         (e) "Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations promulgated thereunder.

         (f) "Committee" means the Compensation Committee of the Board, or such
other committee or subcommittee appointed by the Board or the Committee to
administer the Plan as set forth in Section 4(a).

         (g) "Common Stock" means the common stock of the Company, par value
$.01 per share, or such other class or kind of shares or other securities as may
be applicable under Section 14.

         (h) "Effective Date" means the date the Plan is adopted by the Board,
subject to the approval of the stockholders of the Company as described in
Section 13.

         (i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, as such law, rules or
regulations may be amended from time to time.

         (j) "Fair Market Value" means, as of any given date, the closing price
of the Common Stock (or if no transactions were reported on such date on the
next preceding date on which transactions were reported) in the principal market
in which such Common Stock is traded on such date.

         (k) "Free-Standing Stock Appreciation Right" means a Stock Appreciation
Right not granted in tandem with an Option.

         (l) "Grant Date" means, with respect to any Award, the date on which
such Award was granted.

         (m) "Immediate Family" means a Participant's spouse, children and
grandchildren, and, to the extent applicable, the Participant.

         (n) "Incentive Stock Option" means an Option which is intended to
qualify as an incentive stock option under Section 422 of the Code.



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         (o) "Initial Value" means the initial value, if any, of a Free-Standing
Stock Appreciation Right as determined at the time of grant by the Committee in
its discretion and as set forth in the applicable Agreement; provided, however,
that the Initial Value per share of Common Stock covered by the Free-Standing
Stock Appreciation Right shall not be less than the Fair Market Value of a share
of Common Stock as of the Grant Date.

         (p) "Limited Stock Appreciation Right" means a Tandem Stock
Appreciation Right or a Free-Standing Stock Appreciation Right that entitles the
Participant to receive a cash payment only in connection with a Change in
Control, subject to the terms and conditions provided for in Section 7(e).

         (q) "Non-Qualified Stock Option" means an Option which is not intended
to qualify as an Incentive Stock Option.

         (r) "Option" means an option to purchase shares of Common Stock,
subject to the terms and conditions provided for in Section 6.

         (s) "Option Price" means the exercise price per share of Common Stock
purchasable under an Option, as determined at the time of grant by the Committee
in its discretion and as set forth in the applicable Agreement, which shall not
be less than the Fair Market Value of a share of Common Stock as of the Grant
Date; provided, however, that the Option Price for an Incentive Stock Option
granted to a Ten Percent Stockholder shall be no less than 110% of the Fair
Market Value of a share of Common Stock as of the Grant Date.

         (t) "Participant" means an officer, employee, consultant or independent
contractor providing services to the Company or one of its Subsidiaries who is
designated by the Committee to receive an Award under the Plan.

         (u) "Performance Goal" means those goals described in Section 10, the
attainment of which may determine the degree of payout and/or vesting with
respect to an Award.

         (v) "Performance Period" means any period for which one or more
Performance Goals have been established.

         (w) "Performance Share" means any right to receive the Fair Market
Value (on the Grant Date) of a share of Common Stock, which right is contingent
on the achievement of one or more Performance Goals during a specified
Performance Period, subject to the terms and conditions provided for in Section
9.

         (x) "Performance Unit" means any right to receive a designated dollar
value amount, which right is contingent on the achievement of one or more
Performance Goals during a specified Performance Period, subject to the terms
and conditions provided for in Section 9.

         (y) "Qualifying Performance-Based Award" means any Award intended to
result in "qualified performance-based compensation" within the meaning of
Section 162(m) of the Code.

         (z) "Restricted Shares" means restricted shares of Common Stock,
subject to the




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terms and conditions provided for in Section 8.

         (aa) "Restricted Share Unit" means any right to receive shares of
Common Stock in the future, subject to the terms and conditions provided for in
Section 8.

         (bb) "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations thereunder, as such law, rules or regulations may be
amended from time to time.

         (cc) "Stock Appreciation Right" means a right to receive the
appreciation, if any, in the Fair Market Value of shares of Common Stock,
subject to the terms and conditions provided for in Section 7.

         (dd) "Subsidiary" means a corporation, limited liability company,
limited partnership, joint venture or other entity in respect of which the
Company directly or indirectly beneficially owns or controls a majority of the
voting securities or voting interests.

         (ee) "Tandem Stock Appreciation Right" means a Stock Appreciation Right
granted in tandem with an Option.

         (ff) "Ten Percent Stockholder" means a person who owns (after taking
into account the attribution rules of Section 424(d) of the Code) more than 10%
of the total combined voting power of all classes of stock of the Company.

         (gg) "Voting Stock" means at any time, the then-outstanding securities
entitled to vote generally in the election of directors of a corporation.

SECTION 3.    SHARES AVAILABLE FOR GRANT.

         (a) Subject to adjustment as provided in Section 14 of this Plan, the
number of shares of Common Stock that may be issued or transferred under the
Plan shall not exceed 850,000 shares; provided, however, that no more than
250,000 of such shares may be issued or transferred under the Plan in the form
of Restricted Shares or Restricted Share Units. Notwithstanding the foregoing:

                  (i) upon the payment of any Option Price or satisfaction of
         any withholding amount by the delivery to the Company, or attestation
         to the ownership, of Common Stock pursuant to Section 6(b)(i), or share
         withholding pursuant to Section 18(h), there shall be deemed to have
         been issued or transferred under this Plan only the net number of
         shares of Common Stock actually issued or transferred by the Company;
         and

                  (ii) if any Award (A) is cancelled or forfeited, or
         terminates, expires or lapses for any reason without delivery of shares
         of Common Stock or resulting in forfeiture of shares of Common Stock to
         the Company, or (B) is settled in cash rather than by issuance of
         shares of Common Stock, then any shares of Common Stock relating to
         such Award (to the extent of such cancellation, forfeiture,
         termination, expiration, lapse or settlement) shall not count against
         the aggregate number of shares of Common Stock that may be issued or
         transferred under the Plan.



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         (b) Shares of Common Stock issued under the Plan may be authorized and
unissued shares or issued and re-acquired shares, as the Committee may from time
to time determine.

         (c) Notwithstanding anything in this Section 3 or elsewhere in this
Plan to the contrary, and subject to adjustment as provided in Section 14 of
this Plan, no Participant shall be granted during any one calendar year: (i)
Options to purchase more than 200,000 shares of Common Stock, (ii) Stock
Appreciation Rights covering more than 200,000 shares of Common Stock, (iii)
Performance Shares covering more than 200,000 shares of Common Stock or (iv)
Performance Units covering more than $300,000. In all cases, determinations
under this Section 3(c) shall be made in a manner that is consistent with the
exemption for performance-based compensation provided by Section 162(m) of the
Code.

SECTION 4.    ADMINISTRATION.

         (a) The Plan shall be administered by the Committee, which shall be
appointed by the Board. To the extent necessary or desirable to satisfy the
requirements for exemption from Section 16(b) of the Exchange Act, the
requirements for exemption from Section 162(m) of the Code, or the applicable
standards of any national securities exchange upon which shares of Common Stock
are traded or quoted, the Committee shall consist of two or more members of the
Board who, during the time of their service as members of the Committee, qualify
as "Non-Employee Directors" within the meaning of Rule 16b-3 under the Exchange
Act (or any successor definition thereto), "outside directors" within the
meaning of Section 162(m) of the Code (or any successor definition thereto), and
"independent directors" within the meaning of applicable standards of any
national securities exchange upon which shares of Common Stock are traded or
quoted. Notwithstanding the foregoing, the Committee shall have full authority
to delegate to a subcommittee any and all powers and duties of the Committee
with respect to this Plan, such subcommittee to be constituted and to have such
authority as may be necessary to satisfy any and all requirements of Section
16(b) of the Exchange Act, Section 162(m) of the Code or any applicable
standards of any national securities exchange upon which shares of Common Stock
are traded or quoted.

         (b) The Committee shall have full and final authority to:

                  (i) interpret and construe the provisions of the Plan and of
         any agreements or instruments relating to the Plan and to decide all
         questions of fact arising in its application;

                  (ii) designate Participants;

                  (iii) make Awards to Participants under the Plan;

                  (iv) determine the type of Award to be made and the amount,
         size, terms and conditions of each such Award;

                  (v) determine and establish additional terms and conditions
         not inconsistent with the Plan for any Agreements entered into with
         Participants in connection with the



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         Plan;

                  (vi) determine the time when Awards will be granted and when
         rights may be exercised, which may be after termination of employment;

                  (vii) to adopt, alter and repeal such administrative rules,
         guidelines and practices governing the Plan as it shall, from time to
         time, deem advisable; and

                  (viii) make all other determinations necessary or advisable
         for the administration of the Plan and otherwise supervise the
         administration of the Plan.

         (c) Each interpretation, determination or other action made or taken
pursuant to the Plan by the Committee shall be final, conclusive and binding on
all persons; provided, however, that any such decision made or action taken may
be reviewed by the Board, in which case the determination of the Board shall be
final and conclusive. This provision shall not be construed to grant to any
person any right to review by the Board of any decision made or action taken by
the Committee.

         (d) Neither the Board, the Committee nor any member thereof shall be
liable for any act, omission, interpretation, construction or determination made
in connection with the Plan in good faith, and the members of the Board and the
Committee may be entitled to indemnification and reimbursement by the Company in
respect of any claim, loss, damage or expense (including attorneys' fees)
arising therefrom to the full extent permitted by law and under any directors'
and officers' liability insurance that may be in effect from time to time. In
addition, no member of the Board or the Committee, and no officer or employee,
shall be liable for any act, or failure to act hereunder, by any other member or
other officer or employee or by any agent to whom duties in connection with the
administration of this Plan have been delegated or for any act or failure to act
by such member or officer or employee, in all events except for his or her own
willful misconduct or as expressly provided by statute.

         (e) To the extent permitted by applicable law, the Committee may
delegate to one or more executive officers of the Company any or all of the
authority and responsibility of the Committee with respect to the Plan, other
than with respect to persons who are subject to Section 16 of the Exchange Act.
To the extent the Committee has so delegated to one or more executive officers
the authority and responsibility of the Committee, all references to the
Committee herein shall include such officer or officers.

SECTION 5.    AGREEMENT.

         The terms and conditions of each grant or sale of Awards shall be
embodied in a written agreement (the "Agreement") in a form approved by the
Committee which shall contain terms and conditions not inconsistent with the
Plan and which shall incorporate the Plan by reference. Each Agreement shall:



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         (a) state the Grant Date of the Award, the number of shares of Common
Stock issuable in connection with the Award, the number of Free-Standing Stock
Appreciation Rights (including Limited Stock Appreciation Rights), Restricted
Shares or Restricted Share Units related to the Award, or the dollar value of
the Award, as the case may be, and:

                  (i) in the case of Options (and any related Tandem Stock
         Appreciation Rights, including Limited Stock Appreciation Rights), the
         Option Price;

                  (ii) in the case of Restricted Shares or Restricted Share
         Units, the purchase price, if any, for such Restricted Shares or
         Restricted Share Units; or

                  (iii) in the case of Free-Standing Stock Appreciation Rights
         (including Limited Stock Appreciation Rights), the Initial Value
         thereof and the maximum number of shares of Common Stock that may be
         issued in connection therewith;

         (b) specify any applicable vesting schedule, including any Performance
Goals;

         (c) in the case of Options, state whether the Option is intended to
qualify as an Incentive Stock Option;

         (d) specify the limitations on transfer of Awards consistent with the
terms of the Plan;

         (e) provide for the treatment of Awards in the event of the termination
of the Participant's employment;

         (f) provide such other additional or alternative terms as may, in the
Committee's discretion, be advisable to comply with the exemptive relief
provided by Rule 16b-3 under the Exchange Act;

         (g) provide such other terms and conditions, not inconsistent with the
Plan, as the Committee may deem advisable;

         (h) be signed by the recipient of the Award and a person designated by
the Committee; and

         (i) be delivered to the recipient of the Award.

SECTION 6.    TERMS OF OPTIONS.

         (a) Terms of Options Generally. Options may be granted to any
Participant to purchase such number of shares of Common Stock as the Committee
shall determine in its discretion. Options granted under the Plan shall comply
with the terms and conditions set forth in this Section 6.

                  (i) Vesting.

                           (A) Each Option shall vest and become exercisable as
                  determined by




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                  the Committee and as set forth in the applicable Agreement;
                  provided, however, that the Committee shall have the right at
                  any time to accelerate the vesting of any Option previously
                  granted under the Plan, and all Options shall immediately vest
                  and become exercisable upon a Change in Control.

                           (B) An Option shall be exercisable following a
                  Participant's termination of employment with the Company or
                  any of its Subsidiaries at such times and in such manner as
                  determined by the Committee, which the Committee may specify
                  in the applicable Agreement or determine at the time of such
                  termination of employment.

                           (C) The aggregate Fair Market Value (determined at
                  the time of grant) of the Common Stock for which Incentive
                  Stock Options are exercisable for the first time by a
                  Participant during any calendar year under the Plan (and/or
                  any other stock option plans of the Company or any Subsidiary)
                  shall not exceed $100,000.

                  (ii) Duration of Options. Each Option shall be effective for
         such term as shall be determined by the Committee and set forth in the
         Agreement; provided, however, that no Incentive Stock Option shall be
         exercisable more than ten years after the date such Incentive Stock
         Option is granted, and provided further, that that no Incentive Stock
         Option granted to a Ten Percent Stockholder shall be exercisable more
         than five years after the date such Incentive Stock Option is granted.

                  (iii) Incentive Stock Options. Anything in the Plan to the
         contrary notwithstanding, no term of this Plan relating to Incentive
         Stock Options shall be interpreted, amended or altered, nor shall any
         discretion or authority granted under the Plan be so exercised, so as
         to disqualify either the Plan or any Incentive Stock Option under
         Section 422 of the Code. Notwithstanding the foregoing, in the event a
         Participant voluntarily disqualifies an Option as an Incentive Stock
         Option within the meaning of Section 422 of the Code, the Committee
         may, but shall not be obligated to, make such additional grants, awards
         or bonuses as the Committee shall deem appropriate, to reflect the tax
         savings to the Company which result from such disqualification. To the
         extent that an Option is disqualified as an Incentive Stock Option
         within the meaning of Section 422 of the Code, such Option shall
         constitute a Non-Qualified Stock Option.

         (b) Payment of Option Price. Payment of the Option Price shall be made
in full at the time the notice of exercise of the Option is delivered to the
Committee and shall be in cash, bank certified or cashier's check or personal
check (unless at the time of exercise the Committee in a particular case
determines not to accept a personal check) for the Common Stock being purchased.
The Committee may determine at the time the Option is granted for Incentive
Stock Options, or at any time before exercise for Non-Qualified Stock Options,
that additional forms of payment will be permitted. To the extent permitted by
the Committee and applicable laws and regulations (including, but not limited
to, federal tax and securities laws and regulations and state corporate law), an
Option may be exercised by:

                  (i) delivery to the Company of shares of Common Stock owned by
         the




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         Participant having a Fair Market Value equal to the Option Price and,
         at the discretion of the Committee, any federal, state or local
         withholding tax obligations that may arise in connection with the
         exercise, provided that:

                           (A) at the discretion of, and subject to procedures
                  satisfactory to, the Committee, whenever a Participant is
                  permitted to exercise an Option by delivering to the Company
                  shares of Common Stock owned by the Participant, such delivery
                  requirement may be satisfied by presenting attestation of
                  record ownership of such shares of Common Stock, or, to the
                  extent permitted by the Committee, beneficial ownership of
                  such shares of Common Stock, in which case the Company shall
                  treat the Option as exercised without further payment and
                  shall withhold such number of shares of Common Stock from
                  those shares acquired by the exercise of the Option, and

                           (B) unless otherwise provided by the Committee, an
                  Option may not be exercised by delivery to the Company, or
                  attestation to the ownership, of shares of Common Stock unless
                  such shares either have been owned by the Participant (with
                  good title, free and clear of all liens and encumbrances) for
                  more than six months (and not used for another Option exercise
                  by attestation during such period) or were not acquired,
                  directly or indirectly, from the Company; or

                  (ii) delivery of a properly executed exercise notice, together
         with irrevocable instructions to a broker selected or approved by the
         Committee, all in accordance with the regulations of the Federal
         Reserve Board, to deliver promptly to the Company the amount of the
         sale or loan proceeds to pay the Option Price and, at the discretion of
         the Committee, any federal, state or local withholding tax obligations
         that may arise in connection with the exercise.

         (c) Reload Options. The Committee may provide in the applicable
Agreement that the Participant will automatically be granted a new Option (the
"Second Option") in the event that the Participant exercises a prior Option (the
"First Option") by paying some or all of the exercise price of the First Option
with shares of Common Stock or by satisfying some or all of the Participant's
tax liability incurred in connection with the First Option by having shares of
Common Stock withheld to satisfy such liability. The number of shares of Common
Stock subject to the Second Option and the other terms and conditions thereof
shall be determined by the Committee and set forth in the Agreement applicable
to the First Option.

         (d) Effect of Exercise on Related Tandem Stock Appreciation Rights. The
exercise of an Option shall result in the cancellation of any related Tandem
Stock Appreciation Rights on a share-for-share basis.

         (e) Limitation on Exercise. The Options shall not be exercisable unless
either the Common Stock subject to the Options has been registered under the
Securities Act and qualified under applicable state "blue sky" laws in
connection with the offer and sale thereof, or the Participant has furnished the
Company with an investment representation satisfactory to the Company that such
registration and qualification is not required as a result of the availability
of an exemption from registration under such laws.



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         (f) Delivery of Certificate. As soon as practicable following the
exercise of an Option, a certificate in the Participant's name evidencing the
appropriate number of shares of Common Stock issued in connection with such
exercise shall be delivered to the Participant.

SECTION 7.    TERMS OF STOCK APPRECIATION RIGHTS.

         (a) Terms of Stock Appreciation Rights Generally. Each Stock
Appreciation Right granted under the Plan shall comply with the terms and
conditions set forth in this Section 7.

                  (i) Grants of Stock Appreciation Rights. Each Tandem Stock
         Appreciation Right shall relate to a specific Option granted under the
         Plan and in the case of Incentive Stock Options may be granted only
         concurrently with the Option to which it relates. In the case of
         Non-Qualified Stock Options, Tandem Stock Appreciation Rights may be
         granted at any time prior to the exercise, termination or expiration of
         such Option. Free-Standing Stock Appreciation Rights may be granted by
         the Committee at any time to any Participant.

                  (ii) Vesting, Exercise and Duration of Stock Appreciation
         Rights. A Tandem Stock Appreciation Right shall be exercisable by a
         Participant only at such times as the Option to which it relates may be
         exercised, shall be forfeited when the related Option is forfeited and
         may expire no later than the expiration of the related Option. A Tandem
         Stock Appreciation Right granted in connection with an Incentive Stock
         Option may be exercised only if and when the Fair Market Value of the
         Common Stock subject to the Incentive Stock Option exceeds the Option
         Price. Each Free-Standing Stock Appreciation Right shall vest and
         become exercisable as determined by the Committee and as set forth in
         the applicable Agreement; provided, however, that all Free-Standing
         Stock Appreciation Rights shall immediately vest and become exercisable
         upon a Change in Control.

                  (iii) Value of Stock Appreciation Rights. A vested Stock
         Appreciation Right shall entitle a Participant to receive from the
         Company, upon exercise of the right, an amount (payable in the manner
         described in Section 7(c)) equal to the Fair Market Value on the
         exercise date of the Stock Appreciation Right of the total number of
         shares of Common Stock for which the Stock Appreciation Right is
         exercised, less (A) in the case of Tandem Stock Appreciation Rights,
         the Option Price that the Participant would have otherwise been
         required to pay to purchase such shares had the Option been exercised
         with respect to such shares or (B) in the case of a Free-Standing Stock
         Appreciation Right, the Initial Value.

                  (iv) Number of Shares Covered by a Tandem Stock Appreciation
         Right. In no case may the number of shares of Common Stock covered by a
         Tandem Stock Appreciation Right exceed the number of shares of Common
         Stock covered by the related Option.

         (b) Effect of Exercise of Tandem Stock Appreciation Right on Related
Option. The exercise of a Tandem Stock Appreciation Right shall automatically
result in the cancellation of




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the related Option on a share-for-share basis.

         (c) Payment. Payment to a Participant upon the exercise of a Stock
Appreciation Right shall be made as soon as practicable following such exercise
and, in the discretion of the Committee, may be made in cash, in shares of
Common Stock or in a combination of cash and shares of Common Stock; provided,
however, that payment shall not be made in Common Stock unless Common Stock has
been registered under the Securities Act, or the Company has determined that an
exemption under the Securities Act is available and applicable to such exercise
and payment in Common Stock.

         (d) Delivery of Certificate. As soon as practicable following the
exercise of a Stock Appreciation Right that is paid in whole or part in Common
Stock, a certificate evidencing the appropriate number of shares of Common Stock
issued in connection with such exercise shall be delivered to the Participant.

         (e) Limited Stock Appreciation Rights. In its discretion, the Committee
may grant Tandem Stock Appreciation Rights or Free-Standing Stock Appreciation
Rights in the form of Limited Stock Appreciation Rights, which entitle the
Participant to receive a cash payment only in connection with a Change in
Control. To the extent provided by the Committee, a Limited Stock Appreciation
Right may be automatically exercisable at a time or upon an event determined by
the Committee at the time of grant or thereafter, or it may be exercised by the
Participant during the period beginning not earlier than the date of a Change in
Control, and ending not later than ninety days following the date of the Change
in Control. As soon as practicable following the exercise of a Limited Stock
Appreciation Right, except as otherwise provided in the applicable Agreement,
the Participant shall receive in cash, in shares of Common Stock or in a
combination of cash and shares of Common Stock, in the discretion of the
Committee, the amounts set forth in Section 7(a)(iii).

SECTION 8.    TERMS OF RESTRICTED SHARES AND RESTRICTED SHARE UNITS.

         (a) Terms of Restricted Shares and Restricted Share Units Generally.
Restricted Shares and/or Restricted Share Units may be granted or offered for
sale to any Participant, may be granted solely in consideration for services
rendered or to be rendered to the Company, or its Subsidiaries or affiliates,
and may also be granted in substitution and exchange for "restricted property"
(within the meaning of Section 83 of the Code) held by a Participant. If
Restricted Shares or Restricted Share Units are offered for sale hereunder, the
purchase price shall be payable in cash, or, in the discretion of the Committee
and to the extent provided in the applicable Agreement, in shares of Common
Stock already owned by the Participant, in other property, or in any combination
of cash, shares of Common Stock or such other property. Restricted Shares or
Restricted Share Units offered for sale shall be sold at a purchase price
determined at the time of offering by the Committee in its discretion and as set
forth in the applicable Agreement. Restricted Shares or Restricted Share Units
granted or offered for sale under the Plan shall comply with the terms and
conditions set forth in this Section 8.

                  (i) Restrictions. In addition to the transferability
         restrictions set forth in Section 18(a), Restricted Shares and
         Restricted Share Units granted to Participants shall be subject to such
         additional restrictions as the Committee may impose in its discretion,




                                       12
<PAGE>

         as set forth in the applicable Agreement.

                  (ii)     Vesting.

                           (A) The restrictions applicable to any grant of
                  Restricted Shares and/or Restricted Share Units shall lapse as
                  determined by the Committee and as set forth in the applicable
                  Agreement. Such vesting provisions may include, without
                  limitation, vesting based upon time-based restrictions, the
                  achievement of specific Performance Goals with respect to a
                  Performance Period, time-based restrictions on vesting
                  following the attainment of specific Performance Goals with
                  respect to a Performance Period, and/or restrictions under
                  applicable federal or state securities laws; provided,
                  however, that, except to the extent that any grant of
                  Restricted Shares or Restricted Share Units is intended to be
                  a Qualifying Performance-Based Award, the Committee shall have
                  the right at any time to accelerate the vesting of any
                  Restricted Shares or Restricted Share Units previously granted
                  under the Plan, and all Restricted Shares and Restricted Share
                  Units shall immediately vest upon a Change in Control.

                           (B) To the extent that any Award of Restricted Shares
                  or Restricted Share Units vest based on achievement of any
                  Performance Goals, as soon as is reasonably practicable
                  following the end of any applicable Performance Period, the
                  Committee shall determine the extent to which Performance
                  Goals have been attained for such Performance Period and what,
                  if any, vesting or payment is due with respect to the Award of
                  Restricted Shares or Restricted Share Units. Subject to the
                  Committee certifying in writing as to the satisfaction of the
                  requisite Performance Goals if such certification is required
                  in order to qualify the Award as a Qualifying
                  Performance-Based Award or otherwise under the applicable
                  Agreement, vesting or payment of Restricted Shares or
                  Restricted Share Units shall occur as promptly as practicable
                  following such Committee determination unless deferred subject
                  to such terms and conditions as may be prescribed by the
                  Committee and set forth in the applicable Agreement.

         (b) Delivery of Certificate for Restricted Shares. At the time of grant
or sale of Restricted Shares to a Participant, a certificate evidencing the
appropriate number of shares of Common Stock granted or sold to the Participant
as Restricted Shares shall be issued in the Participant's name but shall be held
by the Company for the account of the Participant until such time as such
Restricted Shares vest hereunder. As soon as reasonably practicable after such
vesting or the Committee's determination of vesting, as applicable, the
certificate evidencing such Restricted Shares shall be delivered to the
Participant.

         (c) Settlement of Restricted Share Units. No shares of Common Stock
shall be issued at the time of grant or sale of Restricted Share Units to a
Participant. Any Restricted Share Units that vest in accordance with the terms
and conditions of the applicable Agreement shall be settled in cash, in shares
of Common Stock, or in a combination of cash and shares of Common Stock as
determined by the Committee in its discretion or as otherwise provided for under
the Agreement; provided, however, that settlement shall not be made in Common
Stock unless Common Stock has been registered under the Securities Act, or the
Company has determined





                                       13
<PAGE>

that an exemption under the Securities Act is available and applicable to such
exercise and payment in Common Stock. With respect to Restricted Share Units
that are payable in whole or in part in shares of Common Stock, the Company
shall issue and deliver to the Participant as soon as reasonably practicable
after vesting or the Committee's determination of vesting, as applicable, a
certificate evidencing the appropriate number of shares of Common Stock payable
to the Participant.

         (d) Voting and Dividend Rights. A Participant shall have all rights of
a stockholder as to any Restricted Shares sold or granted to the Participant,
including the right to receive dividends and the right to vote for directors and
upon other matters in accordance with the Company's charter. There shall be no
voting rights with respect to Restricted Share Units. The Committee, in its
discretion, may grant dividend equivalent rights with respect to earned but
unpaid Restricted Share Units as evidenced by the applicable Agreement.

SECTION 9.    PERFORMANCE SHARES AND PERFORMANCE UNITS.

         (a) Terms of Performance Shares and Performance Units Generally.
Performance Shares and/or Performance Units may be granted to any Participant in
such amounts and upon such terms and conditions as the Committee shall determine
in its discretion, subject to the provisions of this Section 9.

                  (i) Valuation. Each Performance Share shall have an initial
         value equal to the Fair Market Value of a share of Common Stock on the
         Grant Date. Each Performance Unit shall have an initial value that is
         established by the Committee on the Grant Date.

                  (ii) Performance Period. The Performance Period for each grant
         of Performance Shares or Performance Units shall be established by the
         Committee.

                  (iii) Performance Goals. For each grant of Performance Shares
         or Performance Units, the Committee in its discretion shall determine
         the Performance Goals to be achieved during any Performance Period, the
         proportion of payments, if any, to be made for performance between the
         minimum and full performance levels for any Performance Goal, and, if
         applicable, the relative percentage weighting given to each of the
         selected Performance Goals.

         (b) Payment. As soon as is reasonably practicable following the end of
any applicable Performance Period, the Committee shall determine the extent to
which Performance Goals have been attained for such Performance Period and what,
if any, payment is due with respect to the Award of Performance Shares or
Performance Units. Subject to the Committee certifying in writing as to the
satisfaction of the requisite Performance Goals if such certification is
required in order to qualify the Award as a Qualifying Performance-Based Award
or otherwise under the applicable Agreement, payment of earned Performance
Shares or Performance Units shall be made as promptly as practicable following
such Committee determination unless deferred subject to such terms and
conditions as may be prescribed by the Committee and set forth in the applicable
Agreement. The Committee, in its sole discretion and as set forth in the
applicable Agreement, may pay earned Performance Shares and Performance Units in
the form of cash, shares of Common Stock (which may be Restricted Shares),
Restricted Share Units or a




                                       14
<PAGE>

combination of cash, shares of Common Stock (which may be Restricted Shares) and
Restricted Share Units, which have an aggregate Fair Market Value equal to the
value of the earned Performance Shares or Performance Units at the close of the
applicable Performance Period. In the event that Restricted Shares or Restricted
Share Units are to be received upon payment, in whole or in part, of Performance
Shares or Performance Units, the Committee shall also determine the restrictions
applicable to such Restricted Shares or Restricted Share Units, which
restrictions shall be set forth in the applicable Agreement. Any Restricted
Shares or Restricted Share Units payable in connection with Performance Shares
or Performance Units shall, pending the vesting thereof, be evidenced in the
manner set forth in Section 8 hereof.

         (c) Voting and Dividend Rights. Participants shall have no voting
rights with respect to any shares of Common Stock underlying a grant of
Performance Shares or Performance Units held by them during the applicable
Performance Period. The Committee, in its discretion, may grant dividend
equivalent rights with respect to any earned but unpaid shares of Common Stock
underlying a grant of Performance Shares or Performance Units during the
applicable Performance Period.

SECTION 10.   PERFORMANCE GOALS.

         (a) To the extent permitted by the Plan, the Committee may make Awards
that are intended to be Qualifying Performance-Based Awards. The Performance
Goals relating to any Qualifying Performance-Based Award shall be
pre-established and objective within the meaning of Code Section 162(m).
Accordingly, the Performance Goals relating to any Qualifying Performance-Based
Award shall be established within the first ninety (90) days of the Performance
Period (or such earlier or later date as may be required or permitted by Section
162(m)), and shall be based on one or more of the following objective criteria:

                  (i)      Net earnings;

                  (ii)     Earnings per share;

                  (iii)    Net sales growth;

                  (iv)     Net income (before or after taxes);

                  (v)      Net operating profit;

                  (vi)     Return measures (including return on assets, capital,
                           equity or sales);

                  (vii)    Cash flow (including operating cash flow and free
                           cash flow);

                  (viii)   Cash flow return on investments, which equals net
                           cash flows divided by stockholders' equity;

                  (ix)     Earnings before or after taxes, interest,
                           depreciation and/or amortization;

                  (x)      Internal rate of return or increase in net present
                           value;

                  (xi)     Gross margins;

                  (xii)    Operating margin;

                  (xiii)   Share price (including growth measures and total
                           stockholder return);

                  (xiv)    Expense targets;

                  (xv)     Working capital targets relating to sales, inventory
                           and/or accounts receivable;

                  (xvi)    Planning accuracy (as measured by comparing planned
                           results to actual results);

                  (xvii)   Key operational measures (including delivery
                           performance, quality




                                       15
<PAGE>

                           measurements, employee safety metrics and market
                           share expansion).

Performance Goals may be designed to measure, for any Performance Period, the
performance of the Company on a consolidated basis, or any one or more
Subsidiaries, divisions or business units of the Company, relative to any
standards determined by the Committee, including performance compared to prior
periods on an absolute basis and performance compared to other companies,
Subsidiaries, divisions or business units; provided that it shall only be
appropriate to measure net earnings per share and market price per share on a
consolidated basis. At the discretion of the Committee, multiple Performance
Goals may be established and may have the same or different weighting.

         (b) At any time prior to vesting or payout of any performance-based
Award, the Committee may adjust previously established Performance Goals or
other terms or conditions to reflect major unforeseen events such as changes in
laws, regulations or accounting policies or procedures, mergers, acquisitions or
divestitures or extraordinary, unusual or nonrecurring items or events, subject
to the limitations of Code Section 162(m) with respect to those Awards that are
structured to be Qualifying Performance-Based Awards.

         (c) In the event that applicable tax and/or securities laws change to
permit Committee discretion to alter the Performance Goal criteria listed in
Section 10(a) without obtaining stockholder approval of such changes, the
Committee shall have sole discretion to make such changes without obtaining
stockholder approval.

         (d) In the event that the Committee determines that it is advisable to
grant performance-based Awards that do not qualify as Qualifying
Performance-Based Awards, the Committee may make such grants without satisfying
the requirements of Code Section 162(m).

SECTION 11.   OTHER AWARDS.

         The Committee shall have the authority to specify the terms and
provisions of other equity-based or equity-related Awards not described above
(including the grant or offer for sale of unrestricted shares of Common Stock)
which the Committee determines to be consistent with the purpose of the Plan and
the interests of the Company, which Awards may provide for the acquisition or
future acquisition of shares of Common Stock by Participants or payment in cash
or otherwise of amounts based on the value of such shares and may include,
without limitation, Awards designed to comply with or take advantage of
applicable local laws of jurisdictions other than the United States.

SECTION 12.   SUPPLEMENTAL CASH PAYMENTS.

         Subject to the Committee's discretion, Agreements may provide for the
payment by the Company of a supplemental cash payment after the exercise of an
Option or Stock Appreciation Right, at the end of the restriction period of an
Award of Restricted Shares or Restricted Share Units, or after payment of an
Award of Performance Shares or Performance Units. Supplemental cash payments
shall be subject to such terms and conditions as shall be provided by the
Committee, provided that in no event shall the amount of each payment exceed:



                                       16
<PAGE>

         (a) In the case of an Option, the excess of the Fair Market Value of a
share of Common Stock on the date of exercise over the Option Price multiplied
by the number of shares for which such Option is exercised; or

         (b) In the case of a Stock Appreciation Right or Award of Restricted
Shares, Restricted Share Units, Performance Shares or Performance Units, the
value of the shares and/or other consideration issued in payment of such Award.

SECTION 13.   EFFECTIVENESS OF THE PLAN.

         The Plan is effective on the date the Plan is adopted by the Board (the
"Effective Date"), subject to the approval of the stockholders of the Company in
the manner required by the Company's charter, its Bylaws and the laws of the
State of Delaware within twelve months following the date of adoption of the
Plan by the Board. Any Awards granted under the Plan after the Effective Date
but before the date of stockholder approval of the Plan automatically shall be
granted subject to such approval.

SECTION 14.   CERTAIN ADJUSTMENTS.

         The Board may make or provide for such adjustments in the dollar value
of outstanding Awards, in the numbers of shares of Common Stock covered by
outstanding Awards, in the prices per share applicable to Options and Stock
Appreciation Rights and in the kind of shares covered by outstanding Awards, as
the Board, in its sole discretion, exercised in good faith, may determine is
equitably required to prevent dilution or enlargement of the rights of
Participants that otherwise would result from (a) any stock dividend, stock
split, combination of shares, recapitalization or other change in the capital
structure of the Company, or (b) any merger, consolidation, spin-off, split-off,
spin-out, split-up, reorganization, partial or complete liquidation or other
distribution of assets, issuance of rights or warrants to purchase securities,
or (c) any other corporate transaction or event having an effect similar to any
of the foregoing. Moreover, in the event of any such transaction or event, the
Board, in its discretion, may provide in substitution for any or all outstanding
Awards under this Plan such alternative consideration as it, in good faith, may
determine to be equitable in the circumstances and may require in connection
therewith the surrender of all Awards so replaced. The Board may also make or
provide for such adjustments in the numbers and kind of shares specified in
Section 3 of this Plan as the Board in its sole discretion, exercised in good
faith, may determine is appropriate to reflect any transaction or event
described in this Section 14.

SECTION 15.   AMENDMENT.

         (a) Amendment of the Plan. The Board may at any time and from time to
time alter, amend, suspend or terminate the Plan in whole or in part; provided,
however, that without stockholder approval, the Board may not increase the
maximum number of shares which may be issued under the Plan (except increases
pursuant to Section 14 hereof), change the class of persons eligible to receive
Awards, extend the period during which any Award may be exercised, extend the
term of the Plan or change the minimum Option Price; and provided further, that
any amendment which must be approved by the stockholders of the Company in order
to comply with applicable law or the rules of any national securities exchange
upon which the shares of






                                       17
<PAGE>

Common Stock are traded or quoted shall not be effective unless and until such
approval has been obtained. The termination or any modification, suspension or
amendment of the Plan shall not adversely affect a Participant's rights under an
Award previously granted without the consent of such Participant. Presentation
of the Plan or any amendment thereof for stockholder approval shall not be
construed to limit the Company's authority to offer similar or dissimilar
benefits in plans or other arrangements that do not require stockholder
approval. The Committee also may amend the Plan in such manner as may be
necessary so as to have the Plan conform with local rules and regulations in any
jurisdiction outside the United States.

         (b) Amendments to Awards. The Committee may waive any conditions or
rights under, amend the terms of, or suspend or terminate any Award theretofore
granted, prospectively or retroactively; provided, however, that (i) no such
waiver, amendment, suspension or termination shall impair the rights of any
Participant or permitted transferee without his or her consent and (ii) except
as permitted by the provisions of Section 14 hereof, neither the Board nor the
Committee shall, without stockholder approval, amend the terms of previously
granted Options to reduce the Option Price per share subject to such Options or
cancel such Options and grant substitute Options with a lower price per share
than the cancelled Options.

SECTION 16.   DURATION OF THE PLAN.

         Unless previously terminated pursuant to Section 15, the Plan shall
terminate on the tenth anniversary of the Effective Date, and no further Awards
may be granted hereunder after such date. Awards then outstanding may continue
to be exercised, vest or be paid in accordance with their terms.

SECTION 17.   USE OF PROCEEDS.

         The proceeds received by the Company from the sale of Common Stock
pursuant to the sale or exercise of Awards under the Plan shall be added to the
Company's general funds and used for general corporate purposes.

SECTION 18.   MISCELLANEOUS.

         (a) Limitations on Transfer. No Award shall be transferable by a
Participant otherwise than by will or the laws of descent and distribution, and
during the Participant's lifetime shall only be exercisable by or paid to the
Participant; provided, however, that this sentence shall not preclude the
Participant from designating a Beneficiary. Notwithstanding the preceding
sentence, the Committee, in its discretion, may permit the following transfers
of any Award except for Incentive Stock Options, which permitted transfers shall
be subject to any terms, conditions and prior notice requirements established by
the Committee and reflected in the applicable Agreement:

                  (i) transfers pursuant to a domestic relations order in
         settlement of marital property rights;

                  (ii) transfers to a revocable trust under circumstances where
         the Participant is the trustee or co-trustee of such revocable trust
         and the trust beneficiaries are limited to




                                       18
<PAGE>

         the Participant, and in the event of the Participant's death, the
         Participant's spouse, lineal descendants and lineal ancestors; or

                  (iii) transfers to or for the benefit of the Participant's
         Immediate Family (including, without limitation, to a trust for the
         benefit of the Participant's Immediate Family or to a partnership or
         limited liability company whose only partners or members are the
         Participant and/or the Participant's Immediate Family).

Any such permitted transferee shall remain subject to all the terms and
conditions applicable to the Award prior to such transfer.

         (b) Construction of the Term "Participant". Whenever the word
"Participant" is used in this Plan under circumstances where the provision
should logically be construed to apply to the executors, the administrators, the
Beneficiary, or any other person or persons to whom an Award may be transferred
as permitted by the terms of this Plan and any applicable Agreement, the word
"Participant" shall be deemed to include such person or persons.

         (c) No Rights to Grants or Continued Service. Except as expressly
provided for in the Plan, no Participant shall have any claim or right to be
granted an Award under the Plan. Neither the Plan nor any action taken hereunder
shall be construed as giving any Participant any right to be retained in the
employ or service of the Company or any of its Subsidiaries.

         (d) No Restriction on Right of Company to Effect Corporate Changes.
Nothing in the Plan shall affect the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's or any Subsidiary's capital
structure or business, or any merger or consolidation of the Company or any
Subsidiary, or any issue of stock or of options, warrants or rights to purchase
stock or of bonds, notes, debentures, preferred or prior preference stocks whose
rights are superior to or affect the Common Stock or the rights thereof or which
are convertible into or exchangeable for Common Stock, or the dissolution or
liquidation of the Company or any Subsidiary, or any sale or transfer of all or
any part of the Company's or any Subsidiary's assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.

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

         (f) Governing Law. The Plan and all agreements entered into under the
Plan shall be construed in accordance with and governed by the law of the State
of Delaware.

         (g) Governmental or Other Regulations. Each Award under the Plan shall
be subject to the requirement that, if at any time the Committee shall determine
that (i) the listing, registration or qualification of the shares of Common
Stock subject or related thereto upon any securities exchange or under any state
or federal law, (ii) the consent or approval of any government regulatory
authority, or (iii) an agreement by the recipient of an Award with respect




                                       19
<PAGE>

to the disposition of shares of Common Stock, is necessary or desirable as a
condition of, or in connection with, the granting of such Award or the issue or
purchase of shares of Common Stock thereunder, such Award may not be consummated
in whole or in part unless such listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained free of any
conditions not acceptable to the Committee. A Participant shall agree, as a
condition of receiving any Award under the Plan, to execute any documents, make
any representations, agree to restrictions on stock transferability and take any
actions which in the opinion of legal counsel to the Company are required by any
applicable law, ruling or regulation.

         (h) Withholding. As a condition to the making of any Award, the vesting
or exercise of any Award or the lapse of the restrictions pertaining thereto,
the Company may, in the discretion of the Committee, require the Participant to
pay such sum to the Company as may be necessary to discharge the Company's
obligations with respect to any taxes, assessments or other governmental charges
imposed on property or income received by a Participant pursuant to the Plan. In
the discretion of the Committee, such payment may be in the form of cash or
other property. In the discretion of the Committee, the Company may:

                  (i) cause any such withholding obligation to be satisfied by
         withholding shares otherwise available for delivery to the Participant
         that have a Fair Market Value on the date the tax is to be determined
         equal to the minimum statutory total tax which could be imposed on the
         transaction; or

                  (ii) deduct or withhold from any payment or distribution to a
         Participant whether or not pursuant to the Plan.

         (i) Stockholder Rights. Except as otherwise set forth herein, a
Participant shall have no rights as a stockholder with respect to any shares of
Common Stock issued or issuable with respect to an Award until a certificate or
certificates evidencing such shares shall have been issued to or for the benefit
of such Participant, and no adjustment shall be made for dividends or
distributions or other rights in respect of any share for which the record date
is prior to the date upon which the Participant shall become the holder of
record thereof.

         (j) Stock Certificates and Book-Entry Stock Records. Notwithstanding
anything in the Plan to the contrary, shares of Common Stock issued under this
Plan to a Participant may be evidenced in such manner as the Committee may deem
appropriate in its discretion, including, without limitation, book-entry
registration or issuance of a stock certificate or certificates. For purposes of
this Plan, all references to the issuance, legending, escrow or delivery of
stock certificates shall include equivalent book-entry registration procedures
or comparable means of recording stock ownership in the Company's books and
records.

         (k) Exchange Act Section 16. It is intended that the Plan and any
grants made to a person subject to Section 16 of the Exchange Act meet all of
the requirements of Rule 16b-3 thereunder. If any provision of the Plan or any
Award hereunder would disqualify the Plan or such Award, or would otherwise not
comply with Rule 16b-3, such provision or Award shall be construed or deemed
amended to conform to Rule 16b-3.



                                       20