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                                                                    Exhibit 10.9
















                     INTERNATIONAL FLAVORS & FRAGRANCES INC.
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                       2000 SUPPLEMENTAL STOCK AWARD PLAN
                      AS AMENDED AND RESTATED MARCH 9, 2004

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                     INTERNATIONAL FLAVORS & FRAGRANCES INC.

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

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                                                                      Page
                                                                      ----

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


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


3.      Administration...........................................      2


4.      Stock Subject to Plan....................................      3


5.      Eligibility .............................................      3


6.      Specific Terms of Awards.................................      4


7.      Certain Provisions Applicable to Awards..................      7


8.      Change in Control........................................      7


9.      Additional Award Forfeiture Provisions...................     10


10.     General Provisions.......................................     12







<PAGE>


                     INTERNATIONAL FLAVORS & FRAGRANCES INC.


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


       1.   PURPOSE. The purpose of this 2000 Supplemental Stock Award Plan (the
"Plan") is to aid International Flavors & Fragrances Inc., a New York
corporation (the "Company"), in attracting, retaining, motivating and rewarding
employees, other than executive officers and directors of the Company, and
certain 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 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)   "Award" means any Option, SAR, Restricted Stock, Deferred
       Stock, Stock granted as a bonus or in lieu of another award, Dividend
       Equivalent, Other Stock-Based Award, or Performance Award, together with
       any related right or interest, granted to a Participant under the Plan.

              (b)   "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.

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

              (d)   "Change in Control" and related terms have the meanings
       specified in Section 8.

              (e)   "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.

              (f)   "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. The full Board may perform any function of the Committee
       hereunder, and the Committee may delegate authority as provided in
       Section 3(b), in which case the term "Committee" shall refer to the Board
       or such delegee.

              (g)   "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. Such Awards may be
       denominated as "Restricted Stock Units" as well.

              (h)   "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.

              (i)   "Effective Date" means the effective date specified in
       Section 10(o).

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

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              (k)   "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.

              (l)   "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.

              (m)   "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.

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

              (o)   "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.

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

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

              (r)   "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 10(c).

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

       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 10(b) and other persons claiming rights from
       or through a Participant, and shareholders.

              (b)   Manner of Exercise of Committee Authority. 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. 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.

              (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


<PAGE>



       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 10(c), the total number of shares of
       Stock reserved and available for delivery in connection with Awards under
       the Plan shall be 4,500,000 shares; provided, however, that the total
       number of shares which may be issued and delivered in connection with
       Awards other than Options and SARs shall not exceed 100,000. Any shares
       of Stock delivered under the Plan shall consist of authorized and
       unissued shares, unless the Company's General Counsel determines that
       treasury shares shall be delivered under the Plan.

              (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
       adoption 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 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 and shares equal to the number
       surrendered in payment of any exercise price or taxes relating to an
       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.

       5.     ELIGIBILITY. Awards may be granted under the Plan only to Eligible
Persons. For purposes of the Plan, an "Eligible Person" means a person who is
not an executive officer or director of the Company but who is an employee of
the Company or any subsidiary or affiliate, a consultant or other person who
provides substantial services to the Company or a subsidiary or affiliate, or a
person who has been offered employment by the Company or a subsidiary or
affiliate, provided that such prospective employee or 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.

       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 10(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


<PAGE>



       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 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 7(a).

                    (ii)  Option Term; Time and Method of Exercise. The
              Committee shall determine the term of each Option. 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 10(j)), 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).

              (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 8(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 (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. 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).


<PAGE>


                    (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:

                    (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 10(j)), 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.


<PAGE>


              (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. The Committee is authorized to grant
       Performance Awards to Participants. Performance Awards may be denominated
       as a number of shares of Stock, shares of Stock having a specified cash
       value at a future date, or a 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.

       7.     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 10(j), the Committee may
       determine that, in granting a new Award, the in-the-money value or
       other 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.

              (c)   Form and Timing of Payment under Awards; Deferrals. Subject
       to the terms of the Plan (including Section 10(j)) and any applicable
       Award document, payments to be made by the Company or a subsidiary or
       affiliate upon the exercise of an Option or other Award or settlement
       of an Award may be made


<PAGE>



       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 10(j)). Installment or deferred
       payments may be required by the Committee (subject to Section 10(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)   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 (including applicable
       margin regulations), 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.

       8.     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 8(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 10(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 10(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 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


<PAGE>


       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 8(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

     (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

<PAGE>



       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.

       9.     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 9(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 9(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 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 9(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;


<PAGE>


                    (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 9 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 9(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 9(a) and 9(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.

       10.    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.






<PAGE>


              (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 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.

              (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 al
       applicable limitations specified in Section 4(a), (ii) the number and
       kind of shares of Stock subject to or deliverable in respect of
       outstanding Awards, (iii) any fixed market price of Common Stock referred
       to in a performance condition or otherwise incorporated as a term of an
       Award, 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 10(j)). 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 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.

              (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


<PAGE>


              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.

              (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, 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. 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 9(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 10(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, 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)   Certain Limitations Relating to Accounting Treatment of
       Awards. Other provisions of the Plan notwithstanding, the Committee's
       authority under the Plan (including under Sections 7(c), 7(d), 10(c) and
       10(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 8(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.


<PAGE>


              (k)   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.

              (l)   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 10(l) 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.

              (m)   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.

              (n)   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 provision
       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.

              (o)   Plan Effective Date and Termination. The Plan shall become
       effective at November 14, 2000. 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.