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                                                                    EXHIBIT 10.8
                                                                    ------------












                     INTERNATIONAL FLAVORS & FRAGRANCES INC.
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                       2000 STOCK AWARD AND INCENTIVE PLAN
                      As Amended and Restated March 9, 2004



















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                     INTERNATIONAL FLAVORS & FRAGRANCES INC.

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                       2000 STOCK AWARD AND INCENTIVE PLAN

                      AS AMENDED AND RESTATED MARCH 9, 2004

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                                                                            Page
                                                                            ----

1.      Purpose........................................................      1


2.      Definitions....................................................      1


3.      Administration.................................................      3


4.      Stock Subject to Plan..........................................      4


5.      Eligibility; Per-Person Award Limitations .....................      5


6.      Specific Terms of Awards.......................................      6


7.      Performance Awards, Including Annual Incentive Awards.........      10


8.      Certain Provisions Applicable to Awards........................     14


9.      Change in Control..............................................     15


10.     Additional Award Forfeiture Provisions.........................     18


11.     General Provisions.............................................     20


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                     INTERNATIONAL FLAVORS & FRAGRANCES INC.


                       2000 STOCK AWARD AND INCENTIVE PLAN
                      AS AMENDED AND RESTATED MARCH 9, 2004

       1.   PURPOSE. The purpose of this 2000 Stock Award and Incentive Plan
(the "Plan") is to aid International Flavors & Fragrances Inc., a New York
corporation (the "Company"), in attracting, retaining, motivating and rewarding
employees, non-employee directors, and other persons who provide substantial
services to the Company or its subsidiaries or affiliates, to provide for
equitable and competitive compensation opportunities, to recognize individual
contributions and reward achievement of Company goals, and promote the creation
of long-term value for shareholders by closely aligning the interests of
Participants with those of shareholders. The Plan authorizes stock-based and
cash-based incentives for Participants.

       2.   DEFINITIONS. In addition to the terms defined in Section 1 above and
elsewhere in the Plan, the following capitalized terms used in the Plan have the
respective meanings set forth in this Section:

              (a)   "Annual Incentive Award" means a type of Performance Award
       granted to a Participant under Section 7(c) representing a conditional
       right to receive cash, Stock or other Awards or payments, as determined
       by the Committee, based on performance in a performance period of one
       fiscal year or a portion thereof.

              (b)   "Award" means any cash award, Option, SAR, Restricted Stock,
       Deferred Stock, Stock granted as a bonus or in lieu of another award,
       Dividend Equivalent, Other Stock-Based Award, Performance Award or Annual
       Incentive Award, together with any related right or interest, granted to
       a Participant under the Plan.

              (c)   "Beneficiary" means any family member or members, including
       by marriage or adoption, any trust in which the Participant or any
       family member or members have more than 50% of the beneficial
       interest, and any other entity in which the Participant or any family
       member or members own more than 50% of the voting interests, in each
       case designated by the Participant in his most recent written
       Beneficiary designation filed with the Committee as entitled to
       exercise rights or receive benefits in connection with the Award (or
       any portion thereof), or if there is no surviving designated
       Beneficiary, then the person, persons, trust or trusts entitled by
       will or the laws of descent and distribution to exercise rights or
       receive benefits in connection with the Award on behalf or in lieu of
       such non-surviving designated Beneficiary.

              (d)   "Board" means the Company's Board of Directors.

              (e)   "Change in Control" and related terms have the meanings
       specified in Section 9.

              (f)   "Code" means the Internal Revenue Code of 1986, as amended.
       References to any provision of the Code or regulation (including a
       proposed regulation) thereunder shall include any successor provisions
       and regulations.

              (g) "Committee" means a committee of two or more directors
       designated by the Board to administer the Plan; provided, however, that,
       directors appointed or serving as members of a Board committee designated
       as the Committee shall not be employees of the Company or any subsidiary
       or affiliate. In appointing members of the Committee, the Board will
       consider whether a member is or will be a Qualified Member, but such
       members are not required to be Qualified Members at the time of
       appointment


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       or during their term of service on the Committee. The full Board may
       erform any function of the Committee hereunder, in which case the
       erm "Committee" shall refer to the Board.

              (h)   "Covered Employee" means an Eligible Person who is a Covered
       Employee as specified in Section 11(j).

              (i)   "Deferred Stock" means a right, granted to a Participant
       under Section 6(e), to receive Stock or other Awards or a combination
       thereof at the end of a specified deferral period.

              (j)   "Dividend Equivalent" means a right, granted to a
       Participant under Section 6(g), to receive cash, Stock, other Awards
       or other property equal in value to all or a specified portion of the
       dividends paid with respect to a specified number of shares of Stock.

              (k)   "Effective Date" means the effective date specified in
       Section 11(p).

              (l)   "Eligible Person" has the meaning specified in Section 5.

              (m)   "Exchange Act" means the Securities Exchange Act of 1934, as
       amended. References to any provision of the Exchange Act or rule
       (including a proposed rule) thereunder shall include any successor
       provisions and rules.

              (n)   "Fair Market Value" means the fair market value of Stock,
       Awards or other property as determined by the Committee or under
       procedures established by the Committee. Unless otherwise determined by
       the Committee, the Fair Market Value of Stock shall be the closing sale
       price reported on the composite tape of the New York Stock Exchange on
       the day as of which such value is being determined or, if there is no
       sale on that day, then on the last previous day on which a sale was
       reported.

              (o)   "Incentive Stock Option" or "ISO" means any Option
       designated as an incentive stock option within the meaning of Code
       Section 422 or any successor provision thereto and qualifying
       thereunder.

              (p)   "Option" means a right, granted to a Participant under
       Section 6(b), to purchase Stock or other Awards at a specified price
       during specified time periods.

              (q)   "Other Stock-Based Awards" means Awards granted to a
       Participant under Section 6(h).

              (r)   "Participant" means a person who has been granted an Award
       under the Plan which remains outstanding, including a person who is no
       longer an Eligible Person.

              (s)   "Performance Award" means a conditional right, granted to a
       Participant under Sections 6(i) and 7, to receive cash, Stock or other
       Awards or payments, as determined by the Committee, based upon
       performance criteria specified by the Committee.

              (t)   "Qualified Member" means a member of the Committee who is a
       "Non-Employee Director" within the meaning of Rule 16b-3(b)(3) and an
       "outside director" within the meaning of Regulation 1.162-27 under Code
       Section 162(m).

              (u)   "Restricted Stock" means Stock granted to a Participant
       under Section 6(d) which is subject to certain restrictions and to a
       risk of forfeiture.

              (v)   "Rule 16b-3" means Rule 16b-3, as from time to time in
       effect and applicable to Participants, promulgated by the Securities
       and Exchange Commission under Section 16 of the Exchange Act.

              (w)   "Stock" means the Company's Common Stock, and any other
       equity securities of the Company that may be substituted or
       resubstituted for Stock pursuant to Section 11(c).

              (x)   "Stock Appreciation Rights" or "SAR" means a right granted
       to a Participant under Section 6(c).


<PAGE>


       3.     ADMINISTRATION.

              (a)   Authority of the Committee. The Plan shall be administered
       by the Committee, which shall have full and final authority, in each
       case subject to and consistent with the provisions of the Plan, to
       select Eligible Persons to become Participants; to grant Awards; to
       determine the type and number of Awards, the dates on which Awards may
       be exercised and on which the risk of forfeiture or deferral period
       relating to Awards shall lapse or terminate, the acceleration of any
       such dates, the expiration date of any Award, whether, to what extent,
       and under what circumstances an Award may be settled, or the exercise
       price of an Award may be paid, in cash, Stock, other Awards, or other
       property, and other terms and conditions of, and all other matters
       relating to, Awards; to prescribe documents evidencing or setting
       terms of Awards (such Award documents need not be identical for each
       Participant), amendments thereto, and rules and regulations for the
       administration of the Plan and amendments thereto; to construe and
       interpret the Plan and Award documents and correct defects, supply
       omissions or reconcile inconsistencies therein; and to make all other
       decisions and determinations as the Committee may deem necessary or
       advisable for the administration of the Plan. Decisions of the
       Committee with respect to the administration and interpretation of the
       Plan shall be final, conclusive, and binding upon all persons
       interested in the Plan, including Participants, Beneficiaries,
       transferees under Section 11(b) and other persons claiming rights from
       or through a Participant, and shareholders. The foregoing
       notwithstanding, the Board shall perform the functions of the
       Committee for purposes of granting Awards under the Plan to
       non-employee directors (authority with respect to other aspects of
       non-employee director awards is not exclusive to the Board, however).

              (b)   Manner of Exercise of Committee Authority. At any time that
       a member of the Committee is not a Qualified Member, (i) any action of
       the Committee relating to an Award intended by the Committee to
       qualify as "performance-based compensation" within the meaning of Code
       Section 162(m) and regulations thereunder may be taken by a
       subcommittee, designated by the Committee or the Board, composed
       solely of two or more Qualified Members, and (ii) any action relating
       to an Award granted or to be granted to a Participant who is then
       subject to Section 16 of the Exchange Act in respect of the Company
       may be taken either by such a subcommittee or by the Committee but
       with each such member who is not a Qualified Member abstaining or
       recusing himself or herself from such action, provided that, upon such
       abstention or recusal, the Committee remains composed of two or more
       Qualified Members. Such action, authorized by such a subcommittee or
       by the Committee upon the abstention or recusal of such non-Qualified
       Member(s), shall be the action of the Committee for purposes of the
       Plan. The express grant of any specific power to the Committee, and
       the taking of any action by the Committee, shall not be construed as
       limiting any power or authority of the Committee. The Committee may
       delegate to officers or managers of the Company or any subsidiary or
       affiliate, or committees thereof, the authority, subject to such terms
       as the Committee shall determine, to perform such functions, including
       administrative functions, as the Committee may determine, to the
       extent that such delegation will not result in the loss of an
       exemption under Rule 16b-3(d) for Awards granted to Participants
       subject to Section 16 of the Exchange Act in respect of the Company
       and will not cause Awards intended to qualify as "performance-based
       compensation" under Code Section 162(m) to fail to so qualify.

              (c)   Limitation of Liability. The Committee and each member
       thereof, and any person acting pursuant to authority delegated by the
       Committee, shall be entitled, in good faith, to rely or act upon any
       report or other information furnished by any executive officer, other
       officer or employee of the Company or a subsidiary or affiliate, the
       Company's independent auditors, consultants or any other agents assisting
       in the administration of the Plan. Members of the Committee, any person
       acting pursuant to authority delegated by the Committee, and any officer
       or employee of the Company or a subsidiary or affiliate acting at the
       direction or on behalf of the Committee or a delegee shall not be
       personally liable for any action or determination taken or made in good
       faith with respect to the Plan, and shall, to the extent permitted by
       law, be fully indemnified and protected by the Company with respect to
       any such action or determination.

       4.     STOCK SUBJECT TO PLAN.

              (a)   Overall Number of Shares Available for Delivery. Subject to
       adjustment as provided in Section 11(c), the total number of shares of
       Stock reserved and available for delivery in connection with Awards under
       the Plan shall be 9,000,000 shares plus the number of shares reserved for
       options under the Company's 1997 Employee Stock Option Plan (the "1997
       Plan") but which have not been issued and delivered under the


<PAGE>


       1997 Plan, including such 1997 Plan shares as may become available in
       accordance with Section 4(b) hereof; provided, however, that the total
       number of shares with respect to which ISOs may be granted shall not
       exceed 9,000,000; and provided further, that the total number of
       shares which may be issued and delivered in connection with Awards
       other than Options and SARs shall not exceed 2,700,000. Any shares of
       Stock delivered under the Plan shall consist of authorized and
       unissued shares or treasury shares.

              (b)   Share Counting Rules. The Committee may adopt reasonable
       counting procedures to ensure appropriate counting, avoid double counting
       (as, for example, in the case of tandem or substitute awards) and make
       adjustments if the number of shares of Stock actually delivered differs
       from the number of shares previously counted in connection with an Award;
       provided, however, that shares withheld in payment of taxes upon vesting
       of Restricted Stock and shares equal to the number of outstanding shares
       surrendered in payment of the exercise price or taxes relating to an
       Award shall not become available again under the Plan if the withholding
       or surrender transaction occurs more than ten years after the date of the
       most recent shareholder approval of the Plan, and otherwise shares shall
       not become available under this Section 4(b) in an event that would
       constitute a "material revision" of the Plan subject to shareholder
       approval under then applicable rules of the New York Stock Exchange.
       Shares subject to an Award or a 1997 Plan award that is canceled,
       expired, forfeited, settled in cash or otherwise terminated without a
       delivery of shares to the Participant will again be available for Awards,
       and shares withheld in payment of the exercise price or taxes relating to
       an Award or 1997 Plan award and shares equal to the number surrendered in
       payment of any exercise price or taxes relating to an Award or 1997 Plan
       award shall be deemed to constitute shares not delivered to the
       Participant and shall be deemed to again be available for Awards under
       the Plan. In addition, in the case of any Award granted in substitution
       for an award of a company or business acquired by the Company or a
       subsidiary or affiliate, shares issued or issuable in connection with
       such substitute Award shall not be counted against the number of shares
       reserved under the Plan, but shall be available under the Plan by virtue
       of the Company's assumption of the plan or arrangement of the acquired
       company or business. This Section 4(b) shall apply to the number of
       shares reserved and available for ISOs only to the extent consistent
       with applicable regulations relating to ISOs under the Code.

       5.   ELIGIBILITY; PER-PERSON AWARD LIMITATIONS. Awards may be granted
under the Plan only to Eligible Persons. For purposes of the Plan, an "Eligible
Person" means an employee of the Company or any subsidiary or affiliate,
including any executive officer, a non-employee director of the Company, a
consultant or other person who provides substantial services to the Company or a
subsidiary or affiliate, and any person who has been offered employment by the
Company or a subsidiary or affiliate, provided that such prospective employee,
non-employee director, consultant or other person may not receive any payment or
exercise any right relating to an Award until such person has commenced
employment with or providing of services to the Company or a subsidiary or
affiliate. An employee on leave of absence may be considered as still in the
employ of the Company or a subsidiary or affiliate for purposes of eligibility
for participation in the Plan. For purposes of the Plan, a joint venture in
which the Company or a subsidiary has a substantial direct or indirect equity
investment shall be deemed an affiliate, if so determined by the Committee. In
each calendar year during any part of which the Plan is in effect, an Eligible
Person may be granted Awards intended to qualify as "performance-based
compensation" under Code Section 162(m) under each of Section 6(b), 6(c), 6(d),
6(e), 6(f), 6(g) or 6(h) relating to up to his or her Annual Limit (such Annual
Limit to apply separately to the type of Award authorized under each specified
subsection, except that the limitation applies to Dividend Equivalents under
Section 6(g) only if such Dividend Equivalents are granted separately from and
not as a feature of another Award). A Participant's Annual Limit, in any year
during any part of which the Participant is then eligible under the Plan, shall
equal two million shares plus the amount of the Participant's unused Annual
Limit relating to the same type of Award as of the close of the previous year,
subject to adjustment as provided in Section 11(c). In the case of an Award
which is not valued in a way in which the limitation set forth in the preceding
sentence would operate as an effective limitation satisfying Treasury Regulation
1.162-27(e)(4) (including Performance Awards under Section 7 not related to an
Award specified in Section 6), the maximum amount of an Annual Incentive Award
under Section 7(c) that may be earned by an Eligible Person in any year shall be
50% of the amount of the Annual Incentive Pool specified in Section 7(c)(ii),
and the maximum amount of such an Award other than an Annual Incentive Award
under Section 7(c) that may be earned by an Eligible Person during any calendar
year shall be equal to the Participant's Annual Limit, which for this purpose
shall equal $6 million plus the amount of the Participant's unused cash Annual
Limit for such Awards other than Annual Incentive Awards as of the close of the
previous year. For purposes of this Section 5, (i) the limitation on share-based
awards, the limitation on the earning of Annual Incentive Awards, and the
limitation on

<PAGE>



the earning of non-share-based Awards other than Annual Incentive Awards each is
a separate limitation, which is not decreased by the authorization or payout of
Awards that are subject to the other limitations; (ii) "earning" means
satisfying performance conditions so that an amount becomes payable, without
regard to whether it is to be paid currently or on a deferred basis or continues
to be subject to any service requirement or other non-performance condition; and
(iii) a Participant's Annual Limit is used to the extent an amount or number of
shares may be potentially earned or paid under an Award, regardless of whether
such amount or shares are in fact earned or paid.

       6.     SPECIFIC TERMS OF AWARDS.

              (a)   General. Awards may be granted on the terms and conditions
       set forth in this Section 6. In addition, the Committee may impose on
       any Award or the exercise thereof, at the date of grant or thereafter
       (subject to Section 11(e)), such additional terms and conditions, not
       inconsistent with the provisions of the Plan, as the Committee shall
       determine, including terms requiring forfeiture of Awards in the event
       of termination of employment or service by the Participant and terms
       permitting a Participant to make elections relating to his or her
       Award. The Committee shall retain full power and discretion with
       respect to any term or condition of an Award that is not mandatory
       under the Plan. The Committee shall require the payment of lawful
       consideration for an Award to the extent necessary to satisfy the
       requirements of the New York Business Corporation Law, and may
       otherwise require payment of consideration for an Award except as
       limited by the Plan.

              (b)    Options. The Committee is authorized to grant Options to
       Participants on the following terms and conditions:

                    (i)  Exercise Price. The exercise price per share of Stock
              purchasable under an Option (including both ISOs and non-qualified
              Options) shall be determined by the Committee, provided that such
              exercise price shall be not less than the Fair Market Value of a
              share of Stock on the date of grant of such Option, subject to
              Sections 6(f) and 8(a).

                    (ii)  Option Term; Time and Method of Exercise. The
              Committee shall determine the term of each Option, provided that
              in no event shall the term of any ISO or SAR in tandem therewith
              exceed a period of ten years from the date of grant. The
              Committee shall determine the time or times at which or the
              circumstances under which an Option may be exercised in whole or
              in part (including based on achievement of performance goals
              and/or future service requirements), the methods by which such
              exercise price may be paid or deemed to be paid and the form of
              such payment (subject to Section 11(k)), including, without
              limitation, cash, Stock, other Awards or awards granted under
              other plans of the Company or any subsidiary or affiliate, or
              other property (including notes and other contractual obligations
              of Participants to make payment on a deferred basis, such as
              through "cashless exercise" arrangements, to the extent permitted
              by applicable law), and the methods by or forms in which Stock
              will be delivered or deemed to be delivered in satisfaction of
              Options to Participants (including deferred delivery of shares
              representing the Option "profit," at the election of the
              Participant or as mandated by the Committee, with such deferred
              shares subject to any vesting, forfeiture or other terms as the
              Committee may specify).

                    (iii) ISOs. The terms of any ISO granted under the Plan
              shall comply in all respects with the provisions of Code Section
              422, including but not limited to the requirement that no ISO
              shall be granted more than ten years after the Effective Date.

              (c)   Stock Appreciation Rights. The Committee is authorized to
       grant SAR's to Participants on the following terms and conditions:

                    (i)  Right to Payment. An SAR shall confer on the
              Participant to whom it is granted a right to receive, upon
              exercise thereof, the excess of (A) the Fair Market Value of one
              share of Stock on the date of exercise (or, in the case of a
              "Limited SAR," the Fair Market Value determined by reference to
              the Change in Control Price, as defined under Section 9(d)
              hereof) over (B) the grant price of the SAR as determined by the
              Committee.

                    (ii)  Other Terms. The Committee shall determine at the date
              of grant or thereafter, the time or times at which and the
              circumstances under which a SAR may be exercised in whole or in
              part



<PAGE>



              (including based on achievement of performance goals and/or
              future service requirements), the method of exercise, method of
              settlement, form of consideration payable in settlement, method
              by or forms in which Stock will be delivered or deemed to be
              delivered to Participants, and whether or not a SAR shall be
              free-standing or in tandem or combination with any other Award.
              Limited SARs that may only be exercised in connection with a
              Change in Control or other event as specified by the Committee
              may be granted on such terms, not inconsistent with this Section
              6(c), as the Committee may determine.

              (d)   Restricted Stock. The Committee is authorized to grant
       Restricted Stock to Participants on the following terms and
       conditions:

                   (i)  Grant and Restrictions. Restricted Stock shall be
              subject to such restrictions on transferability, risk of
              forfeiture and other restrictions, if any, as the Committee may
              impose, which restrictions may lapse separately or in combination
              at such times, under such circumstances (including based on
              achievement of performance goals and/or future service
              requirements), in such installments or otherwise and under such
              other circumstances as the Committee may determine at the date of
              grant or thereafter. The foregoing notwithstanding, Restricted
              Stock will vest over a minimum period of one year except in the
              event of a Participant's death, disability, or retirement, or in
              the event of a Change in Control or other special circumstances.
              For purposes of this Section 6(d), vesting over a one-year period
              will include periodic vesting over such period if the rate of such
              vesting is proportional throughout such period. Except to the
              extent restricted under the terms of the Plan and any Award
              document relating to the Restricted Stock, a Participant granted
              Restricted Stock shall have all of the rights of a shareholder,
              including the right to vote the Restricted Stock and the right to
              receive dividends thereon (subject to any mandatory reinvestment
              or other requirement imposed by the Committee).

                    (ii)  Forfeiture. Except as otherwise determined by the
              Committee, upon termination of employment or service during the
              applicable restriction period, Restricted Stock that is at that
              time subject to restrictions shall be forfeited and reacquired by
              the Company; provided that the Committee may provide, by rule or
              regulation or in any Award document, or may determine in any
              individual case, that restrictions or forfeiture conditions
              relating to Restricted Stock will lapse in whole or in part,
              including in the event of terminations resulting from specified
              causes.

                    (iii) Certificates for Stock. Restricted Stock granted under
              the Plan may be evidenced in such manner as the Committee shall
              determine. If certificates representing Restricted Stock are
              registered in the name of the Participant, the Committee may
              require that such certificates bear an appropriate legend
              referring to the terms, conditions and restrictions applicable to
              such Restricted Stock, that the Company retain physical possession
              of the certificates, and that the Participant deliver a stock
              power to the Company, endorsed in blank, relating to the
              Restricted Stock.

                    (iv)  Dividends and Splits. As a condition to the grant of
              an Award of Restricted Stock, the Committee may require that any
              dividends paid on a share of Restricted Stock shall be either (A)
              paid with respect to such Restricted Stock at the dividend
              payment date in cash, in kind, or in a number of shares of
              unrestricted Stock having a Fair Market Value equal to the amount
              of such dividends, or (B) automatically reinvested in additional
              Restricted Stock or held in kind, which shall be subject to the
              same terms as applied to the original Restricted Stock to which
              it relates, or (C) deferred as to payment, either as a cash
              deferral or with the amount or value thereof automatically deemed
              reinvested in shares of Deferred Stock, other Awards or other
              investment vehicles, subject to such terms as the Committee shall
              determine or permit a Participant to elect. Unless otherwise
              determined by the Committee, Stock distributed in connection with
              a Stock split or Stock dividend, and other property distributed
              as a dividend, shall be subject to restrictions and a risk of
              forfeiture to the same extent as the Restricted Stock with
              respect to which such Stock or other property has been
              distributed.

              (e)   Deferred Stock. The Committee is authorized to grant
       Deferred Stock to Participants, which are rights to receive Stock,
       other Awards, or a combination thereof at the end of a specified
       deferral period, subject to the following terms and conditions:


<PAGE>


                    (i)  Award and Restrictions. Issuance of Stock will occur
              upon expiration of the deferral period specified for an Award of
              Deferred Stock by the Committee (or, if permitted by the
              Committee, as elected by the Participant). In addition, Deferred
              Stock shall be subject to such restrictions on transferability,
              risk of forfeiture and other restrictions, if any, as the
              Committee may impose, which restrictions may lapse at the
              expiration of the deferral period or at earlier specified times
              (including based on achievement of performance goals and/or future
              service requirements), separately or in combination, in
              installments or otherwise, and under such other circumstances as
              the Committee may determine at the date of grant or thereafter.
              Deferred Stock may be satisfied by delivery of Stock, other
              Awards, or a combination thereof (subject to Section 11(k)), as
              determined by the Committee at the date of grant or thereafter.

                    (ii)  Forfeiture. Except as otherwise determined by the
              Committee, upon termination of employment or service during the
              applicable deferral period or portion thereof to which forfeiture
              conditions apply (as provided in the Award document evidencing the
              Deferred Stock), all Deferred Stock that is at that time subject
              to such forfeiture conditions shall be forfeited; provided that
              the Committee may provide, by rule or regulation or in any Award
              document, or may determine in any individual case, that
              restrictions or forfeiture conditions relating to Deferred Stock
              will lapse in whole or in part, including in the event of
              terminations resulting from specified causes.

                    (iii) Dividend Equivalents. Unless otherwise determined by
              the Committee, Dividend Equivalents on the specified number of
              shares of Stock covered by an Award of Deferred Stock shall be
              either (A) paid with respect to such Deferred Stock at the
              dividend payment date in cash or in shares of unrestricted Stock
              having a Fair Market Value equal to the amount of such dividends,
              or (B) deferred with respect to such Deferred Stock, either as a
              cash deferral or with the amount or value thereof automatically
              deemed reinvested in additional Deferred Stock, other Awards or
              other investment vehicles having a Fair Market Value equal to the
              amount of such dividends, as the Committee shall determine or
              permit a Participant to elect.

              (f)   Bonus Stock and Awards in Lieu of Obligations. The Committee
       is authorized to grant Stock as a bonus, or to grant Stock or other
       Awards in lieu of obligations of the Company or a subsidiary or affiliate
       to pay cash or deliver other property under the Plan or under other plans
       or compensatory arrangements, subject to such terms as shall be
       determined by the Committee.

              (g)   Dividend Equivalents. The Committee is authorized to grant
       Dividend Equivalents to a Participant, entitling the Participant to
       receive cash, Stock, other Awards, or other property equivalent to all or
       a portion of the dividends paid with respect to a specified number of
       shares of Stock. Dividend Equivalents may be awarded on a free-standing
       basis or in connection with another Award. The Committee may provide that
       Dividend Equivalents shall be paid or distributed when accrued or shall
       be deemed to have been reinvested in additional Stock, Awards, or other
       investment vehicles, and subject to restrictions on transferability,
       risks of forfeiture and such other terms as the Committee may specify.

              (h)   Other Stock-Based Awards. The Committee is authorized,
       subject to limitations under applicable law, to grant to Participants
       such other Awards that may be denominated or payable in, valued in
       whole or in part by reference to, or otherwise based on, or related
       to, Stock or factors that may influence the value of Stock, including,
       without limitation, convertible or exchangeable debt securities, other
       rights convertible or exchangeable into Stock, purchase rights for
       Stock, Awards with value and payment contingent upon performance of
       the Company or business units thereof or any other factors designated
       by the Committee, and Awards valued by reference to the book value of
       Stock or the value of securities of or the performance of specified
       subsidiaries or affiliates or other business units. The Committee
       shall determine the terms and conditions of such Awards. Stock
       delivered pursuant to an Award in the nature of a purchase right
       granted under this Section 6(h) shall be purchased for such
       consideration, paid for at such times, by such methods, and in such
       forms, including, without limitation, cash, Stock, other Awards,
       notes, or other property, as the Committee shall determine. Cash
       awards, as an element of or supplement to any other Award under the
       Plan, may also be granted pursuant to this Section 6(h).

              (i)  Performance Awards. Performance Awards, denominated in
       cash or in Stock or other Awards, may be granted by the Committee in
       accordance with Section 7.


<PAGE>


       7.     PERFORMANCE AWARDS, INCLUDING ANNUAL INCENTIVE AWARDS.

              (a)   Performance Awards Generally. The Committee is authorized to
       grant Performance Awards on the terms and conditions specified in this
       Section 7. Performance Awards may be denominated as a cash amount, number
       of shares of Stock, or specified number of other Awards (or a
       combination) which may be earned upon achievement or satisfaction of
       performance conditions specified by the Committee. In addition, the
       Committee may specify that any other Award shall constitute a Performance
       Award by conditioning the right of a Participant to exercise the Award or
       have it settled, and the timing thereof, upon achievement or satisfaction
       of such performance conditions as may be specified by the Committee. The
       Committee may use such business criteria and other measures of
       performance as it may deem appropriate in establishing any performance
       conditions, and may exercise its discretion to reduce or increase the
       amounts payable under any Award subject to performance conditions, except
       as limited under Sections 7(b) and 7(c) in the case of a Performance
       Award intended to qualify as "performance-based compensation" under Code
       Section 162(m).

              (b)   Performance Awards Granted to Covered Employees. If the
       Committee determines that a Performance Award to be granted to an
       Eligible Person who is designated by the Committee as likely to be a
       Covered Employee should qualify as "performance-based compensation" for
       purposes of Code Section 162(m), the grant, exercise and/or settlement of
       such Performance Award shall be contingent upon achievement of a
       preestablished performance goal and other terms set forth in this Section
       7(b).

                    (i)  Performance Goal Generally. The performance goal for
              such Performance Awards shall consist of one or more business
              criteria and a targeted level or levels of performance with
              respect to each of such criteria, as specified by the Committee
              consistent with this Section 7(b). The performance goal shall be
              objective and shall otherwise meet the requirements of Code
              Section 162(m) and regulations thereunder (including Regulation
              1.162-27 and successor regulations thereto), including the
              requirement that the level or levels of performance targeted by
              the Committee result in the achievement of performance goals being
              "substantially uncertain." The Committee may determine that such
              Performance Awards shall be granted, exercised and/or settled upon
              achievement of any one performance goal or that two or more of the
              performance goals must be achieved as a condition to grant,
              exercise and/or settlement of such Performance Awards. Performance
              goals may differ for Performance Awards granted to any one
              Participant or to different Participants.

                    (ii)  Business Criteria. One or more of the following
              business criteria for the Company, on a consolidated basis, and/or
              for specified subsidiaries or affiliates or other business units
              of the Company shall be used by the Committee in establishing
              performance goals for such Performance Awards: (1) net sales; (2)
              earnings from operations, earnings before or after taxes, earnings
              before or after interest, depreciation, amortization, or
              extraordinary or special items; (3) net income or net income per
              common share (basic or diluted); (4) return on assets (gross or
              net), return on investment, return on capital, or return on
              equity; (5) cash flow, free cash flow, cash flow return on
              investment (discounted or otherwise), net cash provided by
              operations, or cash flow in excess of cost of capital; (6)
              economic value created; (7) operating margin or profit margin; (8)
              stock price or total shareholder return; (9) dividend payout as a
              percentage of net income; and (10) strategic business criteria,
              consisting of one or more objectives based on meeting specified
              market penetration, geographic business expansion goals, cost
              targets, customer satisfaction, employee satisfaction, management
              of employment practices and employee benefits, supervision of
              litigation and information technology, and goals relating to
              acquisitions or divestitures of subsidiaries, affiliates or joint
              ventures. The targeted level or levels of performance with respect
              to such business criteria may be established at such levels and in
              such terms as the Committee may determine, in its discretion,
              including in absolute terms, as a goal relative to performance in
              prior periods, or as a goal compared to the performance of one or
              more comparable companies or an index covering multiple companies.

                    (iii) Performance Period; Timing for Establishing
              Performance Goals; Per-Person Limit. Achievement of performance
              goals in respect of such Performance Awards shall be measured over
              a performance period of up to one year or more than one year, as
              specified by the Committee. A performance goal shall be
              established not later than the earlier of (A) 90 days after the
              beginning of any performance period applicable to such Performance
              Award or (B) the time 25% of such performance period has elapsed.
              In all cases, the maximum Performance Award of any Participant
              shall be subject to the limitation set forth in Section 5.

<PAGE>


                    (iv)  Performance Award Pool. The Committee may establish a
              Performance Award pool, which shall be an unfunded pool, for
              purposes of measuring performance of the Company in connection
              with Performance Awards. The amount of such Performance Award pool
              shall be based upon the achievement of a performance goal or goals
              based on one or more of the business criteria set forth in Section
              7(b)(ii) during the given performance period, as specified by the
              Committee in accordance with Section 7(b)(iv). The Committee may
              specify the amount of the Performance Award pool as a percentage
              of any of such business criteria, a percentage thereof in excess
              of a threshold amount, or as another amount which need not bear a
              strictly mathematical relationship to such business criteria.

                    (v)  Settlement of Performance Awards; Other Terms.
              Settlement of such Performance Awards shall be in cash, Stock,
              other Awards or other property, in the discretion of the
              Committee. The Committee may, in its discretion, increase or
              reduce the amount of a settlement otherwise to be made in
              connection with such Performance Awards, but may not exercise
              discretion to increase any such amount payable to a Covered
              Employee in respect of a Performance Award subject to this Section
              7(b). Any settlement which changes the form of payment from that
              originally specified shall be implemented in a manner such that
              the Performance Award and other related Awards do not, solely for
              that reason, fail to qualify as "performance-based compensation"
              for purposes of Code Section 162(m). The Committee shall specify
              the circumstances in which such Performance Awards shall be paid
              or forfeited in the event of termination of employment by the
              Participant or other event (including a Change in Control) prior
              to the end of a performance period or settlement of such
              Performance Awards.

              (c)   Annual Incentive Awards Granted to Designated Covered
       Employees. The Committee may grant an Annual Incentive Award to an
       Eligible Person who is designated by the Committee as likely to be a
       Covered Employee. Such Annual Incentive Award will be intended to qualify
       as "performance-based compensation" for purposes of Code Section 162(m),
       and therefore its grant, exercise and/or settlement shall be contingent
       upon achievement of preestablished performance goals and other terms set
       forth in this Section 7(c).

                    (i)  Grant of Annual Incentive Awards. Not later than the
              earlier of 90 days after the beginning of any performance period
              applicable to such Annual Incentive Award or the time 25% of such
              performance period has elapsed, the Committee shall determine the
              Covered Employees who will potentially receive Annual Incentive
              Awards, and the amount(s) potentially payable thereunder, for that
              performance period. The amount(s) potentially payable as Annual
              Incentive Awards may be earned and become payable under the Plan
              only if and to the extent the Annual Incentive Pool, specified in
              Section 7(c)(ii), has become hypothetically funded. The portion of
              the Annual Incentive Award pool potentially payable to each
              Covered Employee shall be preestablished by the Committee. The
              foregoing notwithstanding, if any portion of the Annual Incentive
              Pool for a given fiscal year is not allocated and paid out for
              that year, the Committee, at any time after such fiscal year, may
              allocate and pay out from such then-unallocated amounts of
              hypothetical funding remaining an Award to any Eligible Person
              other than a Covered Employee, but such allocations may not affect
              the allocations or payouts to any Covered Employee. In all cases,
              the maximum Annual Incentive Award of any Participant shall be
              subject to the limitation set forth in Section 5. This Section
              7(c) does not preclude the Committee from granting a Performance
              Award under Section 7(b) based on performance in a period of one
              year or less, in addition to or in lieu of an Annual Incentive
              Award under this Section 7(c).

                    (ii)  Creation of Annual Incentive Pool. The Annual
              Incentive Pool for each fiscal year of the Company shall equal
              10% of the amount by which the "pretax consolidated earnings" (as
              hereinafter defined) for such year shall exceed 20% of "net
              capital" (as hereinafter defined) for such year; provided,
              however, that the Annual Incentive Pool shall not exceed for any
              year 10% of the amount of cash dividends paid by the Company in
              such year. As soon as practicable after the end of each year the
              amount of the Annual Incentive Pool for such year shall be
              audited by the Company's independent public accountants and shall
              be reported by them to the Committee. The term "pretax
              consolidated earnings" for any fiscal year means the sum of (i)
              the consolidated net earnings of the Company and its subsidiaries
              for such year before (A) extraordinary items determined in
              accordance


<PAGE>



              with generally accepted accounting principles and (B) the
              cumulative effect of accounting changes, as contained in the
              financial statements audited by the Company's independent public
              accountants and reported by the Company in its annual report to
              shareholders for such year, (ii) the provision for all taxes on
              income for such year, as contained in the financial statements
              audited by the Company's independent public accountants and
              reported by the Company in its annual report to shareholders for
              such year, and (iii) the amount of the Annual Incentive Pool for
              such year, as audited by the Company's independent public
              accountants and reported to the Committee as contemplated above.
              The term "net capital" for any year shall mean the arithmetic
              average of the amounts of the consolidated capital and surplus of
              the Company as at the beginning and the end of such year before
              (A) and (B) above, as such consolidated capital and surplus as of
              each such date is audited by the Company's independent public
              accountants and reported by the Company in its annual report to
              shareholders for the prior year (with respect to the consolidated
              capital and surplus as at the beginning of such year) and for
              such year (with respect to the consolidated capital and surplus
              as at the end of such year). The Annual Incentive Pool shall be
              an unfunded pool established for the purpose of measuring
              performance of the Company to determine compensation in
              connection with Awards. Unallocated amounts of hypothetical
              funding of the Annual Incentive Pool for a given fiscal year will
              not be added to the Annual Incentive Pool for a subsequent year.


                    (iii) Payout of Annual Incentive Awards. After the end of
              each performance period, the Committee shall determine the amount,
              if any, of the Annual Incentive Award for that performance period
              payable to each Participant. The Committee may, in its discretion,
              determine that the amount payable to any Participant as a final
              Annual Incentive Award shall be reduced from the amount of his or
              her potential Annual Incentive Award, including a determination to
              make no final Award whatsoever, but may not exercise discretion to
              increase any such amount. The Committee shall specify the
              circumstances in which an Annual Incentive Award shall be paid or
              forfeited in the event of termination of employment by the
              Participant or other event (including a Change in Control) prior
              to the end of a performance period or settlement of such Annual
              Incentive Award.

              (d)   Written Determinations. Determinations by the Committee as
       to the establishment of performance goals, the amount potentially
       payable in respect of Performance Awards and Annual Incentive Awards,
       the level of actual achievement of the specified performance goals
       relating to Performance Awards and Annual Incentive Awards, the level
       of hypothetical funding of the Annual Incentive Pool and the amount of
       any final Performance Award and Annual Incentive Award shall be
       recorded in writing in the case of Performance Awards intended to
       qualify under Section 162(m). Specifically, the Committee shall
       certify in writing, in a manner conforming to applicable regulations
       under Section 162(m), prior to settlement of each such Award granted
       to a Covered Employee, that the performance objective relating to the
       Performance Award and other material terms of the Award upon which
       settlement of the Award was conditioned have been satisfied.

       8.     CERTAIN PROVISIONS APPLICABLE TO AWARDS.

              (a)   Stand-Alone, Additional, Tandem, and Substitute Awards.
       Awards granted under the Plan may, in the discretion of the Committee,
       be granted either alone or in addition to, in tandem with, or in
       substitution or exchange for, any other Award or any award granted
       under another plan of the Company, any subsidiary or affiliate, or any
       business entity to be acquired by the Company or a subsidiary or
       affiliate, or any other right of a Participant to receive payment from
       the Company or any subsidiary or affiliate. Awards granted in addition
       to or in tandem with other Awards or awards may be granted either as
       of the same time as or a different time from the grant of such other
       Awards or awards. Subject to Section 11(k), the Committee may
       determine that, in granting a new Award, the in-the-money value of any
       surrendered Award or award may be applied to reduce the exercise price
       of any Option, grant price of any SAR, or purchase price of any other
       Award.

              (b)   Term of Awards. The term of each Award shall be for such
       period as may be determined by the Committee, subject to the express
       limitations set forth in Section 6(b)(ii).

              (c)   Form and Timing of Payment under Awards; Deferrals. Subject
       to the terms of the Plan (including Section 11(k)) and any applicable
       Award document, payments to be made by the Company or a


<PAGE>



       subsidiary or affiliate upon the exercise of an Option or other Award
       or settlement of an Award may be made in such forms as the Committee
       shall determine, including, without limitation, cash, Stock, other
       Awards or other property, and may be made in a single payment or
       transfer, in installments, or on a deferred basis. The settlement of
       any Award may be accelerated, and cash paid in lieu of Stock in
       connection with such settlement, in the discretion of the Committee or
       upon occurrence of one or more specified events (subject to Section
       11(k)). Installment or deferred payments may be required by the
       Committee (subject to Section 11(e)) or permitted at the election of
       the Participant on terms and conditions established by the Committee.
       Payments may include, without limitation, provisions for the payment
       or crediting of reasonable interest on installment or deferred
       payments or the grant or crediting of Dividend Equivalents or other
       amounts in respect of installment or deferred payments denominated in
       Stock.

              (d)   Exemptions from Section 16(b) Liability. With respect to a
       Participant who is then subject to the reporting requirements of Section
       16(a) of the Exchange Act in respect of the Company, the Committee shall
       implement transactions under the Plan and administer the Plan in a manner
       that will ensure that each transaction with respect to such a Participant
       is exempt from liability under Rule 16b-3 or otherwise not subject to
       liability under Section 16(b)), except that this provision shall not
       limit sales by such a Participant, and such a Participant may engage in
       other non-exempt transactions under the Plan. The Committee may authorize
       the Company to repurchase any Award or shares of Stock deliverable or
       delivered in connection with any Award (subject to Section 11(k)) in
       order to avoid a Participant who is subject to Section 16 of the Exchange
       Act incurring liability under Section 16(b). Unless otherwise specified
       by the Participant, equity securities or derivative securities acquired
       under the Plan which are disposed of by a Participant shall be deemed to
       be disposed of in the order acquired by the Participant.

              (e)   Loan Provisions. With the consent of the Committee, and
       subject at all times to, and only to the extent, if any, permitted under
       and in accordance with, laws and regulations and other binding
       obligations or provisions applicable to the Company, the Company may
       make, guarantee, or arrange for a loan or loans to a Participant with
       respect to the exercise of any Option or other payment in connection with
       any Award, including the payment by a Participant of any or all federal,
       state, or local income or other taxes due in connection with any Award.
       Subject to such limitations, the Committee shall have full authority to
       decide whether to make a loan or loans hereunder and to determine the
       amount, terms, and provisions of any such loan or loans, including the
       interest rate, if any, to be charged in respect of any such loan or
       loans, whether the loan or loans are to be with or without recourse
       against the borrower, the terms on which the loan is to be repaid and
       conditions, if any, under which the loan or loans may be forgiven.

       9.     CHANGE IN CONTROL.

              (a)   Effect of "Change in Control" on Non-Performance Based
       Awards. In the event of a "Change in Control," the following
       provisions shall apply to non-performance based Awards, including
       Awards as to which performance conditions previously have been
       satisfied or are deemed satisfied under Section 9(b), unless otherwise
       provided by the Committee in the Award document:

                    (i)  All deferral of settlement, forfeiture conditions and
              other restrictions applicable to Awards granted under the Plan
              shall lapse and such Awards shall be fully payable as of the time
              of the Change in Control without regard to deferral and vesting
              conditions, except to the extent of any waiver by the Participant
              or other express election to defer beyond a Change in Control and
              subject to applicable restrictions set forth in Section 11(a);

                    (ii)  Any Award carrying a right to exercise that was not
              previously exercisable and vested shall become fully exercisable
              and vested as of the time of the Change in Control and shall
              remain exercisable and vested for the balance of the stated term
              of such Award without regard to any termination of employment or
              service by the Participant other than a termination for "cause"
              (as defined in any employment or severance agreement between the
              Company or a subsidiary or affiliate and the Participant then in
              effect or, if none, as defined by the Committee and in effect at
              the time of the Change in Control), subject only to applicable
              restrictions set forth in Section 11(a); and

                    (iii) The Committee may, in its discretion, determine to
              extend to any Participant who holds an Option the right to elect,
              during the 60-day period immediately following the Change in
              Control, in


<PAGE>


              lieu of acquiring the shares of Stock covered by such Option, to
              receive in cash the excess of the Change in Control Price over
              the exercise price of such Option, multiplied by the number of
              shares of Stock covered by such Option, and to extend to any
              Participant who holds other types of Awards denominated in shares
              the right to elect, during the 60-day period immediately
              following the Change in Control, in lieu of receiving the shares
              of Stock covered by such Award, to receive in cash the Change in
              Control Price multiplied by the number of shares of Stock covered
              by such Award.

              (b)   Effect of "Change in Control" on Performance-Based Awards.
       In the event of a "Change in Control," with respect to an outstanding
       Award subject to achievement of performance goals and conditions, such
       performance goals and conditions shall be deemed to be met or exceeded
       if and to the extent so provided by the Committee in the Award
       document governing such Award or other agreement with the Participant.

              (c)   Definition of "Change in Control." A "Change in Control"
       shall be deemed to have occurred if, after the Effective Date, there
       shall have occurred any of the following:

                    (i)  Any "person," as such term is used in Section 13(d) and
              14(d) of the Exchange Act (other than the Company, any trustee or
              other fiduciary holding securities under an employee benefit plan
              of the Company, or any company owned, directly or indirectly, by
              the shareholders of the Company in substantially the same
              proportions as their ownership of stock of the Company), acquires
              voting securities of the Company and immediately thereafter is a
              "40% Beneficial Owner." For purposes of this provision, a "40%
              Beneficial Owner" shall mean a person who is the "beneficial
              owner" (as defined in Rule 13d-3 under the Exchange Act), directly
              or indirectly, of securities of the Company representing 40% or
              more of the combined voting power of the Company's
              then-outstanding voting securities; provided, however, that the
              term "40% Beneficial Owner" shall not include any person who was a
              beneficial owner of outstanding voting securities of the Company
              at February 20, 1990, or any person or persons who was or becomes
              a fiduciary of any such person or persons who is, or in the
              aggregate, are a "40% Beneficial Owner" (an "Existing
              Shareholder"), including any group that may be formed which is
              comprised solely of Existing Shareholders, unless and until such
              time after February 20, 1990 as any such Existing Shareholder
              shall have become the beneficial owner (other than by means of a
              stock dividend, stock split, gift, inheritance or receipt or
              exercise of, or accrual of any right to exercise, a stock option
              granted by the Company or receipt or settlement of any other
              stock-related award granted by the Company) by purchase of any
              additional voting securities of the Company; and provided further,
              that the term "40% Beneficial Owner" shall not include any person
              who shall become the beneficial owner of 40% or more of the
              combined voting power of the Company's then-outstanding voting
              securities solely as a result of an acquisition by the Company of
              its voting securities, until such time thereafter as such person
              shall become the beneficial owner (other than by means of a stock
              dividend or stock split) of any additional voting securities and
              becomes a 40% Beneficial Owner in accordance with this Section
              9(c)(i);

       (ii) Individuals who on September 1, 2000 constitute the Board, and
       any new director (other than a director whose initial assumption of
       office is in connection with an actual or threatened election consent,
       including but not limited to a consent solicitation, relating to the
       election of directors of the Company) whose election by the Board or
       nomination for election by the Company's shareholders was approved by
       a vote of at least two-thirds (2/3) of the directors then still in
       office who either were directors on September 1, 2000 or whose
       election or nomination for election was previously so approved or
       recommended, cease for any reason to constitute at least a majority
       thereof;

       (iii) There is consummated a merger, consolidation, recapitalization,
       or reorganization of the Company, or a reverse stock split of any
       class of voting securities of the Company, if, immediately following
       consummation of any of the foregoing, either (A) individuals who,
       immediately prior to such consummation, constitute the Board do not
       constitute at least a majority of the members of the board of
       directors of the Company or the surviving or parent entity, as the
       case may be, or (B) the voting securities of the Company outstanding
       immediately prior to such recommendation do not represent (either by
       remaining outstanding or by being converted into voting securities of
       a surviving or parent entity) at least 60% or more of the combined
       voting power of the outstanding voting securities of the Company or
       such surviving or parent entity; or


<PAGE>



       (iv) The shareholders of the Company have approved a plan of complete
       liquidation of the Company or there is consummated an agreement for
       the sale or disposition by the Company of all or substantially all of
       the Company's assets (or any transaction have a similar effect).

             (d)    Definition of "Change in Control Price." The "Change in
       Control Price" means an amount in cash equal to the higher of (i) the
       amount of cash and fair market value of property that is the highest
       price per share paid (including extraordinary dividends) in any
       transaction triggering the Change in Control or any liquidation of
       shares following a sale of substantially all assets of the Company, or
       (ii) the highest Fair Market Value per share at any time during the
       60-day period preceding and 60-day period following the Change in
       Control.

       10.    ADDITIONAL AWARD FORFEITURE PROVISIONS.

              (a)   Forfeiture of Options and Other Awards and Gains Realized
       Upon Prior Option Exercises or Award Settlements. Unless otherwise
       determined by the Committee, each Award granted hereunder shall be
       subject to the following additional forfeiture conditions, to which
       the Participant, by accepting an Award hereunder, agrees. If any of
       the events specified in Section 10(b)(i), (ii), or (iii) occurs (a
       "Forfeiture Event"), all of the following forfeitures will result:

                    (i)  The unexercised portion of the Option, whether or not
              vested, and any other Award not then settled (except for an Award
              that has not been settled solely due to an elective deferral by
              the Participant and otherwise is not forfeitable in the event of
              any termination of service of the Participant) will be immediately
              forfeited and canceled upon the occurrence of the Forfeiture
              Event; and

                    (ii)  The Participant will be obligated to repay to the
              Company, in cash, within five business days after demand is made
              therefor by the Company, the total amount of Award Gain (as
              defined herein) realized by the Participant upon each exercise of
              an Option or settlement of an Award (regardless of any elective
              deferral) that occurred on or after (A) the date that is six
              months prior to the occurrence of the Forfeiture Event, if the
              Forfeiture Event occurred while the Participant was employed by
              the Company or a subsidiary or affiliate, or (B) the date that is
              six months prior to the date the Participant's employment by the
              Company or a subsidiary or affiliate terminated, if the Forfeiture
              Event occurred after the Participant ceased to be so employed. For
              purposes of this Section, the term "Award Gain" shall mean (i), in
              respect of a given Option exercise, the product of (X) the Fair
              Market Value per share of Stock at the date of such exercise
              (without regard to any subsequent change in the market price of
              shares) minus the exercise price times (Y) the number of shares as
              to which the Option was exercised at that date, and (ii), in
              respect of any other settlement of an Award granted to the
              Participant, the Fair Market Value of the cash or Stock paid or
              payable to Participant (regardless of any elective deferral) less
              any cash or the Fair Market Value of any Stock or property (other
              than an Award or award which would have itself then been
              forfeitable hereunder and excluding any payment of tax
              withholding) paid by the Participant to the Company as a condition
              of or in connection such settlement.

              (b)   Events Triggering Forfeiture. The forfeitures specified in
       Section 10(a) will be triggered upon the occurrence of any one of the
       following Forfeiture Events at any time during the Participant's
       employment by the Company or a subsidiary or affiliate or during the
       one-year period following termination of such employment:

                    (i)  The Participant, acting alone or with others, directly
              or indirectly, prior to a Change in Control, (A) engages, either
              as employee, employer, consultant, advisor, or director, or as an
              owner, investor, partner, or shareholder unless the Participant's
              interest is insubstantial, in any business in an area or region in
              which the Company conducts business at the date the event occurs,
              which is directly in competition with a business then conducted by
              the Company or a subsidiary or affiliate; (B) induces any customer
              or supplier of the Company or a subsidiary or affiliate, or other
              company with

<PAGE>


              which the Company or a subsidiary or affiliate has a business
              relationship, to curtail, cancel, not renew, or not continue his
              or her or its business with the Company or any subsidiary or
              affiliate; or (C) induces, or attempts to influence, any employee
              of or service provider to the Company or a subsidiary or
              affiliate to terminate such employment or service. The Committee
              shall, in its discretion, determine which lines of business the
              Company conducts on any particular date and which third parties
              may reasonably be deemed to be in competition with the Company.
              For purposes of this Section 10(b)(i), a Participant's interest
              as a shareholder is insubstantial if it represents beneficial
              ownership of less than five percent of the outstanding class of
              stock, and a Participant's interest as an owner, investor, or
              partner is insubstantial if it represents ownership, as
              determined by the Committee in its discretion, of less than five
              percent of the outstanding equity of the entity;

                    (ii)   The Participant discloses, uses, sells, or otherwise
              transfers, except in the course of employment with or other
              service to the Company or any subsidiary or affiliate, any
              confidential or proprietary information of the Company or any
              subsidiary or affiliate, including but not limited to information
              regarding the Company's current and potential customers,
              organization, employees, finances, and methods of operations and
              investments, so long as such information has not otherwise been
              disclosed to the public or is not otherwise in the public domain,
              except as required by law or pursuant to legal process, or the
              Participant makes statements or representations, or otherwise
              communicates, directly or indirectly, in writing, orally, or
              otherwise, or takes any other action which may, directly or
              indirectly, disparage or be damaging to the Company or any of its
              subsidiaries or affiliates or their respective officers,
              directors, employees, advisors, businesses or reputations, except
              as required by law or pursuant to legal process; or

                    (iii) The Participant fails to cooperate with the Company or
              any subsidiary or affiliate by making himself or herself available
              to testify on behalf of the Company or such subsidiary or
              affiliate in any action, suit, or proceeding, whether civil,
              criminal, administrative, or investigative, or otherwise fails to
              assist the Company or any subsidiary or affiliate in any such
              action, suit, or proceeding by providing information and meeting
              and consulting with members of management of, other
              representatives of, or counsel to, the Company or such subsidiary
              or affiliate, as reasonably requested.

              (c)   Agreement Does Not Prohibit Competition or Other Participant
       Activities. Although the conditions set forth in this Section 10 shall be
       deemed to be incorporated into an Award, a Participant is not thereby
       prohibited from engaging in any activity, including but not limited to
       competition with the Company and its subsidiaries and affiliates. Rather,
       the non-occurrence of the Forfeiture Events set forth in Section 10(b) is
       a condition to the Participant's right to realize and retain value from
       his or her compensatory Options and Awards, and the consequence under the
       Plan if the Participant engages in an activity giving rise to any such
       Forfeiture Event are the forfeitures specified herein. The Company and
       the Participant shall not be precluded by this provision or otherwise
       from entering into other agreements concerning the subject matter of
       Section 10(a) and 10(b).

              (d)   Committee Discretion. The Committee may, in its discretion,
       waive in whole or in part the Company's right to forfeiture under this
       Section, but no such waiver shall be effective unless evidenced by a
       writing signed by a duly authorized officer of the Company. In addition,
       the Committee may impose additional conditions on Awards, by inclusion of
       appropriate provisions in the document evidencing or governing any such
       Award.



<PAGE>


       11.    GENERAL PROVISIONS.

              (a)   Compliance with Legal and Other Requirements. The Company
       may, to the extent deemed necessary or advisable by the Committee,
       postpone the issuance or delivery of Stock or payment of other
       benefits under any Award until completion of such registration or
       qualification of such Stock or other required action under any federal
       or state law, rule or regulation, listing or other required action
       with respect to any stock exchange or automated quotation system upon
       which the Stock or other securities of the Company are listed or
       quoted, or compliance with any other obligation of the Company, as the
       Committee may consider appropriate, and may require any Participant to
       make such representations, furnish such information and comply with or
       be subject to such other conditions as it may consider appropriate in
       connection with the issuance or delivery of Stock or payment of other
       benefits in compliance with applicable laws, rules, and regulations,
       listing requirements, or other obligations. The foregoing
       notwithstanding, in connection with a Change in Control, the Company
       shall take or cause to be taken no action, and shall undertake or
       permit to arise no legal or contractual obligation, that results or
       would result in any postponement of the issuance or delivery of Stock
       or payment of benefits under any Award or the imposition of any other
       conditions on such issuance, delivery or payment, to the extent that
       such postponement or other condition would represent a greater burden
       on a Participant than existed on the 90th day preceding the Change in
       Control.

              (b)   Limits on Transferability; Beneficiaries. No Award or other
       right or interest of a Participant under the Plan shall be pledged,
       hypothecated or otherwise encumbered or subject to any lien, obligation
       or liability of such Participant to any party (other than the Company or
       a subsidiary or affiliate thereof), or assigned or transferred by such
       Participant, and such Awards or rights that may be exercisable shall be
       exercised during the lifetime of the Participant only by the Participant
       or his or her guardian or legal representative, except that (i) Awards
       and related rights shall be transferred to a Participant's Beneficiary or
       Beneficiaries upon the death of the Participant, and (ii) Awards and
       other rights (other than ISOs and SARs in tandem therewith) may be
       transferred to one or more Beneficiaries during the lifetime of the
       Participant, and rights thereunder may be exercised by such transferees
       in accordance with the terms of such Award, but only if and to the extent
       such transfers are then permitted by the Committee, subject to any terms
       and conditions which the Committee may impose thereon (including
       limitations the Committee may deem appropriate in order that offers and
       sales under the Plan will meet applicable requirements of registration
       forms under the Securities Act of 1933 specified by the Securities and
       Exchange Commission). A Beneficiary or other person claiming any rights
       under the Plan from or through any Participant shall be subject to all
       terms and conditions of the Plan and any Award document applicable to
       such Participant, except as otherwise determined by the Committee, and to
       any additional terms and conditions deemed necessary or appropriate by
       the Committee.



<PAGE>


              (c)   Adjustments. In the event that any large, special and
       non-recurring dividend or other distribution (whether in the form of cash
       or property other than Stock), recapitalization, forward or reverse
       split, Stock dividend, reorganization, merger, consolidation, spin-off,
       combination, repurchase, share exchange, liquidation, dissolution or
       other similar corporate transaction or event affects the Stock such that
       an adjustment is determined by the Committee to be appropriate under the
       Plan, then the Committee shall, in such manner as it may deem equitable,
       adjust any or all of (i) the number and kind of shares of Stock which may
       be delivered in connection with Awards granted thereafter, including all
       applicable limitations specified in Section 4(a), (ii) the number and
       kind of shares of Stock by which annual per-person Award limitations are
       measured under Section 5, (iii) the number and kind of shares of Stock
       subject to or deliverable in respect of outstanding Awards and (iv) the
       exercise price, grant price or purchase price relating to any Award or,
       if deemed appropriate, the Committee may make provision for a payment of
       cash or property to the holder of an outstanding Option (subject to
       Section 11(k)). In addition, the Committee is authorized to make
       adjustments in the terms and conditions of, and the criteria included in,
       Awards (including Performance Awards and performance goals and any
       hypothetical funding pool relating thereto) in recognition of unusual or
       nonrecurring events (including, without limitation, events described in
       the preceding sentence, as well as acquisitions and dispositions of
       businesses and assets) affecting the Company, any subsidiary or affiliate
       or other business unit, or the financial statements of the Company or any
       subsidiary or affiliate, or in response to changes in applicable laws,
       regulations, accounting principles, tax rates and regulations or business
       conditions or in view of the Committee's assessment of the business
       strategy of the Company, any subsidiary or affiliate or business unit
       thereof, performance of comparable organizations, economic and business
       conditions, personal performance of a Participant, and any other
       circumstances deemed relevant; provided that no such adjustment shall be
       authorized or made if and to the extent that the existence of such
       authority (i) would cause Options, SARs, or Performance Awards granted
       under Section 8 to Participants designated by the Committee as Covered
       Employees and intended to qualify as "performance-based compensation"
       under Code Section 162(m) and regulations thereunder to otherwise fail to
       qualify as "performance-based compensation" under Code Section 162(m) and
       regulations thereunder, or (ii) would cause the Committee to be deemed to
       have authority to change the targets, within the meaning of Treasury
       Regulation 1.162-27(e)(4)(vi), under the performance goals relating to
       Options or SARs granted to Covered Employees and intended to qualify as
       "performance-based compensation" under Code Section 162(m) and
       regulations thereunder.


              (d)   Tax Provisions.

                    (i)  Withholding. The Company and any subsidiary or
              affiliate is authorized to withhold from any Award granted, any
              payment relating to an Award under the Plan, including from a
              distribution of Stock, or any payroll or other payment to a
              Participant, amounts of withholding and other taxes due or
              potentially payable in connection with any transaction involving
              an Award, and to take such other action as the Committee may deem
              advisable to enable the Company and Participants to satisfy
              obligations for the payment of withholding taxes and other tax
              obligations relating to any Award. This authority shall include
              authority to withhold or receive Stock or other property and to
              make cash payments in respect thereof in satisfaction of a
              Participant's withholding obligations, either on a mandatory or
              elective basis in the discretion of the Committee. Other
              provisions of the Plan notwithstanding, only the minimum amount
              of Stock deliverable in connection with an Award necessary to
              satisfy statutory withholding requirements will be withheld.

                    (ii)  Required Consent to and Notification of Code Section
              83(b) Election. No election under Section 83(b) of the Code (to
              include in gross income in the year of transfer the amounts
              specified in Code Section 83(b)) or under a similar provision of
              the laws of a jurisdiction outside the United States may be made
              unless expressly permitted by the terms of the Award document or
              by action of the Committee in writing prior to the making of such
              election. In any case in which a Participant is permitted to make
              such an election in connection with an Award, the Participant
              shall notify the Company of such election within ten days of
              filing notice of the election with the Internal Revenue Service or
              other governmental authority, in addition to any filing and
              notification required pursuant to regulations issued under Code
              Section 83(b) or other applicable provision.

                    (iii) Requirement of Notification Upon Disqualifying
              Disposition Under Code Section 421(b). If any Participant shall
              make any disposition of shares of Stock delivered pursuant to the


<PAGE>


              exercise of an Incentive Stock Option under the circumstances
              described in Code Section 421(b) (relating to certain
              disqualifying dispositions), such Participant shall notify the
              Company of such disposition within ten days thereof.

              (e)   Changes to the Plan. The Board may amend, suspend or
       terminate the Plan or the Committee's authority to grant Awards under
       the Plan without the consent of shareholders or Participants;
       provided, however, that any amendment to the Plan shall be submitted
       to the Company's shareholders for approval not later than the earliest
       annual meeting for which the record date is after the date of such
       Board action if such shareholder approval is required by any federal
       or state law or regulation or the rules of any stock exchange or
       automated quotation system on which the Stock may then be listed or
       quoted and the Board may otherwise, in its discretion, determine to
       submit other amendments to the Plan to shareholders for approval; and
       provided further, that, without the consent of an affected
       Participant, no such Board action may materially and adversely affect
       the rights of such Participant under any outstanding Award. Without
       the approval of shareholders, the Committee will not amend or replace
       previously granted Options in a transaction that constitutes a
       "repricing," as such term is used in Instruction 3 to Item
       402(b)(2)(iv) of Regulation S-K, as promulgated by the Securities and
       Exchange Commission. The Committee shall have no authority to waive or
       modify any other Award term after the Award has been granted to the
       extent that the waived or modified term was mandatory under the Plan.

              (f)   Right of Setoff. The Company or any subsidiary or affiliate
       may, to the extent permitted by applicable law, deduct from and set off
       against any amounts the Company or a subsidiary or affiliate may owe to
       the Participant from time to time, including amounts payable in
       connection with any Award, owed as wages, fringe benefits, or other
       compensation owed to the Participant, such amounts as may be owed by the
       Participant to the Company, including but not limited to amounts owed
       under Section 10(a), although the Participant shall remain liable for any
       part of the Participant's payment obligation not satisfied through such
       deduction and setoff. By accepting any Award granted hereunder, the
       Participant agrees to any deduction or setoff under this Section 11(f).

              (g)   Unfunded Status of Awards; Creation of Trusts. The Plan is
       intended to constitute an "unfunded" plan for incentive and deferred
       compensation. With respect to any payments not yet made to a Participant
       or obligation to deliver Stock pursuant to an Award, nothing contained in
       the Plan or any Award shall give any such Participant any rights that are
       greater than those of a general creditor of the Company; provided that
       the Committee may authorize the creation of trusts and deposit therein
       cash, Stock, other Awards or other property, or make other arrangements
       to meet the Company's obligations under the Plan. Such trusts or other
       arrangements shall be consistent with the "unfunded" status of the Plan
       unless the Committee otherwise determines with the consent of each
       affected Participant.

              (h)   Nonexclusivity of the Plan. Neither the adoption of the Plan
       by the Board nor its submission to the shareholders of the Company for
       approval shall be construed as creating any limitations on the power of
       the Board or a committee thereof to adopt such other incentive
       arrangements, apart from the Plan, as it may deem desirable, including
       incentive arrangements and awards which do not qualify under Code Section
       162(m), and such other arrangements may be either applicable generally or
       only in specific cases.

              (i)   Payments in the Event of Forfeitures; Fractional Shares.
       Unless otherwise determined by the Committee, in the event of a
       forfeiture of an Award with respect to which a Participant paid cash
       consideration, the Participant shall be repaid the amount of such cash
       consideration. No fractional shares of Stock shall be issued or delivered
       pursuant to the Plan or any Award. The Committee shall determine whether
       cash, other Awards or other property shall be issued or paid in lieu of
       such fractional shares or whether such fractional shares or any rights
       thereto shall be forfeited or otherwise eliminated.

              (j)   Compliance with Code Section 162(m). It is the intent of the
       Company that Options and SARs granted to Covered Employees and other
       Awards designated as Awards to Covered Employees subject to Section 7
       shall constitute qualified "performance-based compensation" within the
       meaning of Code Section 162(m) and regulations thereunder, unless
       otherwise determined by the Committee at the time of allocation of an
       Award. Accordingly, the terms of Sections 7(b), (c), and (d), including
       the definitions of Covered Employee and other terms used therein, shall
       be interpreted in a manner consistent with Code Section 162(m) and
       regulations thereunder. The foregoing notwithstanding, because the
       Committee cannot determine with certainty whether a given Participant
       will be a Covered Employee with respect to a fiscal


<PAGE>



       year that has not yet been completed, the term Covered Employee as
       used herein shall mean only a person designated by the Committee as
       likely to be a Covered Employee with respect to a specified fiscal
       year. If any provision of the Plan or any Award document relating to a
       Performance Award that is designated as intended to comply with Code
       Section 162(m) does not comply or is inconsistent with the
       requirements of Code Section 162(m) or regulations thereunder, such
       provision shall be construed or deemed amended to the extent necessary
       to conform to such requirements, and no provision shall be deemed to
       confer upon the Committee or any other person discretion to increase
       the amount of compensation otherwise payable in connection with any
       such Award upon attainment of the applicable performance objectives.

              (k)   Certain Limitations Relating to Accounting Treatment of
       Awards. Other provisions of the Plan notwithstanding, the Committee's
       authority under the Plan (including under Sections 8(c), 8(d), 11(c) and
       11(d)) is limited to the extent necessary to ensure that any Option or
       other Award of a type that the Committee has intended to be subject to
       fixed accounting with a measurement date at the date of grant or the date
       performance conditions are satisfied under APB 25 shall not become
       subject to "variable" accounting solely due to the existence of such
       authority, unless the Committee specifically determines that the Award
       shall remain outstanding despite such "variable" accounting. In addition,
       other provisions of the Plan notwithstanding, (i) if any right under this
       Plan would cause a transaction to be ineligible for pooling-of-interests
       accounting that would, but for the right hereunder, be eligible for such
       accounting treatment, such right shall be automatically adjusted so that
       pooling-of-interests accounting shall be available, including by
       substituting Stock or cash having a Fair Market Value equal to any cash
       or Stock otherwise payable in respect of any right to cash which would
       cause the transaction to be ineligible for pooling-of-interests
       accounting, and (ii) if any authority under Section 9(c) would cause a
       transaction to be ineligible for pooling-of-interests accounting that
       would, but for such authority, be eligible for such accounting treatment,
       such authority shall be limited to the extent necessary so that such
       transaction would be eligible for pooling-of-interests accounting.

              (l)   Governing Law. The validity, construction, and effect of the
       Plan, any rules and regulations relating to the Plan and any Award
       document shall be determined in accordance with the laws of the State of
       New York, without giving effect to principles of conflicts of laws, and
       applicable provisions of federal law.

              (m)   Awards to Participants Outside the United States. The
       Committee may modify the terms of any Award under the Plan made to or
       held by a Participant who is then resident or primarily employed outside
       of the United States in any manner deemed by the Committee to be
       necessary or appropriate in order that such Award shall conform to laws,
       regulations, and customs of the country in which the Participant is then
       resident or primarily employed, or so that the value and other benefits
       of the Award to the Participant, as affected by foreign tax laws and
       other restrictions applicable as a result of the Participant's residence
       or employment abroad shall be comparable to the value of such an Award to
       a Participant who is resident or primarily employed in the United States.
       An Award may be modified under this Section 11(m) in a manner that is
       inconsistent with the express terms of the Plan, so long as such
       modifications will not contravene any applicable law or regulation or
       result in actual liability under Section 16(b) for the Participant whose
       Award is modified.




<PAGE>



              (n)   Limitation on Rights Conferred under Plan. Neither the Plan
       nor any action taken hereunder shall be construed as (i) giving any
       Eligible Person or Participant the right to continue as an Eligible
       Person or Participant or in the employ or service of the Company or a
       subsidiary or affiliate, (ii) interfering in any way with the right of
       the Company or a subsidiary or affiliate to terminate any Eligible
       Person's or Participant's employment or service at any time, (iii) giving
       an Eligible Person or Participant any claim to be granted any Award under
       the Plan or to be treated uniformly with other Participants and
       employees, or (iv) conferring on a Participant any of the rights of a
       shareholder of the Company unless and until the Participant is duly
       issued or transferred shares of Stock in accordance with the terms of an
       Award or an Option is duly exercised. Except as expressly provided in the
       Plan and an Award document, neither the Plan nor any Award document shall
       confer on any person other than the Company and the Participant any
       rights or remedies thereunder.

              (o)   Severability; Entire Agreement. If any of the provisions of
       this Plan or any Award document is finally held to be invalid, illegal or
       unenforceable (whether in whole or in part), such provision shall be
       deemed modified to the extent, but only to the extent, of such
       invalidity, illegality or unenforceability, and the remaining provisions
       shall not be affected thereby; provided, that, if any of such provisions
       is finally held to be invalid, illegal, or unenforceable because it
       exceeds the maximum scope determined to be acceptable to permit such
       provision to be enforceable, such provision shall be deemed to be
       modified to the minimum extent necessary to modify such scope in order to
       make such provision enforceable hereunder. The Plan and any Award
       documents contain the entire agreement of the parties with respect to the
       subject matter thereof and supersede all prior agreements, promises,
       covenants, arrangements, communications, representations and warranties
       between them, whether written or oral with respect to the subject matter
       thereof.

              (p)   Plan Effective Date and Termination. The Plan shall become
       effective if, and at such time as, the shareholders of the Company have
       approved it by the affirmative votes of the holders of a majority of the
       voting securities of the Company present, or represented, and entitled to
       vote on the subject matter at a duly held meeting of shareholders. Unless
       earlier terminated by action of the Board of Directors, the Plan will
       remain in effect until such time as no Stock remains available for
       delivery under the Plan and the Company has no further rights or
       obligations under the Plan with respect to outstanding Awards under the
       Plan.