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                                                                   EXHIBIT 10.23

                              AMENDED AND RESTATED
                             UNITED AUTO GROUP, INC.
                          2002 EQUITY COMPENSATION PLAN

1.   DEFINITIONS: As used herein, the following definitions shall apply:

     (a)  "Award" shall mean any stock option, stock appreciation right,
          restricted stock, restricted stock unit, performance share award or
          other stock-based award granted under the Plan.

     (b)  "Committee" shall mean a committee consisting of two or more members
          of the Board of Directors of the Corporation, each of whom shall be an
          "outside director" as defined under Section 162(m) of the Internal
          Revenue Code of 1986, as amended (the "CODE"), and the Treasury
          Regulations thereunder, as appointed by the Board of Directors of the
          Corporation to administer the Plan. The Committee shall initially
          consist of the Corporation's Compensation and Management Development
          Committee.

     (c)  "Corporation" shall mean United Auto Group, Inc., a Delaware
          corporation, or any successor thereof.

     (d)  "Discretion" shall mean in the sole discretion of the Committee, with
          no requirement whatsoever that the Committee follow past practices,
          act in a manner consistent with past practices, or treat a Participant
          (as hereinafter defined) in a manner consistent with the treatment
          afforded other Participants with respect to the Plan.

     (e)  "Incentive Option" shall mean an option to purchase Common Stock of
          the Corporation which meets the requirements set forth in the Plan and
          also meets the definition of an incentive stock option set forth in
          Section 422 of the Code.

     (f)  "Nonqualified Option" shall mean an option to purchase Common Stock of
          the Corporation which meets the requirements set forth in the Plan but
          does not meet the definition of an incentive stock option set forth in
          Section 422 of the Code.

     (g)  "Other stock-based award" shall mean any right granted under Paragraph
          20 of the Plan.

     (h)  "Participant" shall mean any individual designated by the Committee
          under Paragraph 6 for participation in the Plan who is (i) a key
          employee (including an officer or director who is also a key employee)
          of the Corporation or any Subsidiary, (ii) a director who is not an
          employee of the Corporation or any Subsidiary (hereinafter sometimes
          referred to as an "outside director"), and (iii) a consultant or
          advisor of the Corporation or any Subsidiary.

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     (i)  "Performance share" shall mean a grant of Common Stock of the
          Corporation upon the attainment of one or more performance goals
          during a performance period established by the Committee, as provided
          in Paragraph 19.

     (j)  "Plan" shall mean this Amended and Restated United Auto Group, Inc.
          2002 Equity Compensation Plan which is a continuation of, but which
          amends and restates, the United Auto Group, Inc. 2002 Equity
          Compensation Plan (the "Predecessor Plan").

     (k)  "Restricted stock" shall mean a grant of Common Stock of the
          Corporation which is subject to restrictions against transfer,
          forfeiture and such other terms and conditions determined by the
          Committee, as provided in Paragraph 18.

     (l)  "Restricted stock unit" shall mean a grant of a right to obtain the
          value of a share of Common Stock of the Corporation which is subject
          to restrictions against transfer, forfeiture and such other terms and
          conditions determined by the Committee, as provided in Paragraph 18.

     (m)  "Stock appreciation right" shall mean a right to receive the
          appreciation in value, or a portion of the appreciation in value, of a
          specified number of shares of the Common Stock of the Corporation, as
          provided in Paragraph 12.

     (n)  "Subsidiary" shall mean any corporation, limited liability company,
          partnership or any other entity in which the Corporation owns,
          directly or indirectly, stock or other ownership interest therein,
          possessing more than twenty-five percent (25%) of the combined voting
          power of all classes of stock or other ownership interest.

2.   PURPOSE OF PLAN: The purpose of the Plan is to provide key employees
     (including officers and directors who are also key employees), outside
     directors, consultants and advisors of the Corporation and its Subsidiaries
     with incentives to make significant and extraordinary contributions to the
     long-term performance and growth of the Corporation and its Subsidiaries,
     to join the interests of key employees, outside directors, consultants and
     advisors with the interests of the shareholders of the Corporation, and to
     facilitate attracting and retaining key employees, outside directors,
     consultants and advisors with exceptional abilities.

3.   ADMINISTRATION: The Plan shall be administered by the Committee. Subject to
     the provisions of the Plan, the Committee shall determine, from those
     eligible to be Participants under the Plan, the persons to be granted
     Awards, the type of Awards and the amount of stock or rights covered by
     Awards to be granted to each such person, and the terms and conditions of
     any Awards. Subject to the provisions of the Plan, the Committee is
     authorized to interpret the Plan, to promulgate, amend and rescind rules
     and regulations relating to the Plan and to make all other determinations
     necessary or advisable for its administration. Interpretation and
     construction of any provision of the Plan by the Committee shall, unless
     otherwise

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     determined by the Board of Directors of the Corporation, be final and
     conclusive. A majority of the Committee shall constitute a quorum, and the
     acts approved by a majority of the members present at any meeting at which
     a quorum is present, or acts approved in writing by a majority of the
     Committee, shall be the acts of the Committee.

4.   INDEMNIFICATION OF COMMITTEE MEMBERS: In addition to such other rights of
     indemnification as they may have, the members of the Committee shall be
     indemnified by the Corporation against the reasonable expenses, including
     attorneys' fees, actually and necessarily incurred in connection with the
     defense of any action, suit or proceeding, or in connection with any appeal
     therein, to which they or any of them may be a party by reason of any
     action taken or failure to act under or in connection with the Plan or any
     Award granted hereunder, and against all amounts paid by them in settlement
     thereof (provided such settlement is approved by the Board of Directors of
     the Corporation) or paid by them in satisfaction of a judgment in any such
     action, suit or proceeding, except in relation to matters as to which it
     shall be determined in such action, suit or proceeding that such Committee
     member has acted in bad faith; provided, however, that within sixty (60)
     days after receipt of notice of institution of any such action, suit or
     proceeding, a Committee member shall offer the Corporation in writing the
     opportunity, at its own cost, to handle and defend the same.

5.   MAXIMUM NUMBER OF SHARES SUBJECT TO PLAN: The maximum number of shares of
     stock which may be issued pursuant to Awards granted under the Plan or with
     respect to which Awards may be granted under the Plan shall not exceed in
     the aggregate 2,100,000 shares of Common Stock of the Corporation (subject
     to adjustments as provided in this Paragraph 5). Any shares that are
     delivered by the Corporation, and any awards or grants that are made by, or
     become obligations of, the Corporation through the assumption by the
     Corporation or a Subsidiary of, or in substitution for, outstanding awards
     or grants previously made by an acquired company, shall not be counted
     against the number of shares available under the Plan. Consistent with the
     purpose of the Plan and with a view to avoiding over or under counting, the
     Committee shall, in its Discretion, determine the number of shares to
     charge against the shares remaining available under the Plan as a result of
     the grant or settlement of Awards made under the Plan. If any shares
     covered by an Award or to which an Award relates are forfeited, or if an
     Award otherwise terminates without the delivery of shares or of other
     consideration, then the shares covered by such Award, or to which such
     Award relates, or the number of shares otherwise counted against the
     aggregate number of shares available under the Plan with respect to such
     Award, to the extent of any such forfeiture or termination, shall again be,
     or shall become, available for granting Awards under the Plan.

     The maximum number of shares with respect to which Awards may be granted to
     any Participant during the term of the Plan shall not exceed 500,000 shares
     of Common Stock of the Corporation (subject to adjustments as provided in
     this Paragraph 5). All shares with respect to which an Award is granted
     shall be counted

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     for purposes of this per-person share limitation, regardless of whether the
     Participant did not realize the benefit of the Award as a result of
     forfeiture, cancellation, expiration, termination or other event.

     The number of shares with respect to each outstanding Award, the option
     price with respect to outstanding stock options, the grant value with
     respect to outstanding stock appreciation rights, the aggregate number of
     shares available at any time under the Plan, and the maximum number of
     shares with respect to which Awards may be made to an individual
     Participant during the term of the Plan shall be subject to such adjustment
     as the Committee, in its Discretion, deems appropriate to reflect such
     events as stock dividends, stock splits, recapitalizations, mergers,
     consolidations or reorganizations of or by the Corporation; provided,
     however, that no fractional shares shall be issued pursuant to the Plan, no
     Awards may be granted under the Plan with respect to fractional shares, and
     any fractional shares resulting from such adjustments shall be eliminated
     from any outstanding Award.

6.   PARTICIPANTS: The Committee shall determine and designate from time to
     time, in its Discretion, those key employees (including officers and
     directors who are also key employees), outside directors, consultants or
     advisors of the Corporation or any Subsidiary to receive Awards who, in the
     judgment of the Committee, are or will become responsible for the direction
     and financial success of the Corporation or any Subsidiary.

7.   WRITTEN AGREEMENT: Each Award granted under the Plan shall be evidenced by
     a written agreement between the Corporation and the Participant which shall
     contain such provisions as may be approved by the Committee. Such
     agreements shall constitute binding contracts between the Corporation and
     the Participant, and every Participant, upon acceptance of such agreement,
     shall be bound by the terms and restrictions of the Plan and of such
     agreement. The terms of each such agreement shall be in accordance with the
     Plan, but the agreements may include such additional provisions and
     restrictions determined by the Committee, provided that such additional
     provisions and restrictions do not violate the terms of the Plan.

8.   ALLOTMENT OF SHARES: The Committee shall determine and fix, in its
     Discretion, the number of shares with respect to which each Participant may
     be granted Awards; provided, however, that no Incentive Option may be
     granted under the Plan to any one Participant which would result in the
     aggregate fair market value, determined as of the date the option is
     granted, of underlying stock with respect to which Incentive Options are
     exercisable for the first time by such Participant during any calendar year
     under any plan maintained by the Corporation (or any parent or Subsidiary
     of the Corporation) exceeding $100,000.

9.   STOCK OPTIONS: Subject to the terms of the Plan, the Committee, in its
     Discretion, may grant to Participants either Incentive Options,
     Nonqualified Options or any combination thereof; provided, however, that an
     Incentive Option may only be granted to an employee of the Corporation or a
     Subsidiary, and in the case of a

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     Subsidiary only if (i) the Subsidiary is treated as a disregarded entity
     owned by the Corporation, or (ii) the Subsidiary is a corporation (or is
     treated as a disregarded entity owned by a corporation) fifty percent or
     more of the combined voting power of all classes of stock of which is
     owned, directly or indirectly, by the Corporation. Each option granted
     under the Plan shall designate the number of shares covered thereby, if
     any, with respect to which the option is an Incentive Option, and the
     number of shares covered thereby, if any, with respect to which the option
     is a Nonqualified Option.

10.  STOCK OPTION PRICE: Subject to the rules set forth in this Paragraph 10, at
     the time any stock option is granted, the Committee, in its Discretion,
     shall establish the price per share for which the shares covered by the
     option may be purchased. With respect to an Incentive Option, such option
     price shall not be less than 100% of the fair market value of the stock on
     the date on which such option is granted; provided, however, that with
     respect to an Incentive Option granted to a Participant who at the time of
     the grant owns (after applying the attribution rules of Section 424(d) of
     the Code) more than 10% of the total combined voting stock of the
     Corporation or of any parent or Subsidiary, the option price shall not be
     less than 110% of the fair market value of the stock on the date such
     option is granted. With respect to a Nonqualified Option, the option price
     shall not be less than 50% of the fair market value of the stock on the
     date such option is granted. Fair market value of a share shall be
     determined by the Committee and may be determined by taking the mean
     between the highest and lowest quoted selling prices of the Corporation's
     stock on any exchange or other market on which the shares of Common Stock
     of the Corporation shall be traded on such date or, if there are no sales
     on such date, on the next following day on which there are sales. The
     option price shall be subject to adjustment in accordance with the
     provisions of Paragraph 5 of the Plan.

11.  PAYMENT OF STOCK OPTION PRICE: At the time of the exercise in whole or in
     part of any stock option granted hereunder, payment of the option price in
     full in cash or, with the consent of the Committee, in Common Stock of the
     Corporation shall be made by the Participant for all shares so purchased.
     In the Discretion of, and subject to such conditions as may be established
     by, the Committee, payment of the option price may also be made by the
     Corporation retaining from the shares to be delivered upon exercise of the
     stock option that number of shares having a fair market value on the date
     of exercise equal to the option price of the number of shares with respect
     to which the Participant exercises the option. In the Discretion of the
     Committee, a Participant may exercise an option, if then exercisable, in
     whole or in part, by delivery to the Corporation of written notice of the
     exercise in such form as the Committee may prescribe, accompanied by
     irrevocable instructions to a stock broker to promptly deliver to the
     Corporation full payment for the shares with respect to which the option is
     exercised from the proceeds of the stock broker's sale of or loan against
     some or all of the shares (a "Regulation T Stock Option Exercise"). In the
     event the Corporation then has in effect a stock repurchase program, in its
     Discretion and subject to such terms and conditions as it may impose, the
     Committee may permit a Participant to exercise an option and pay the option
     price

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     by delivering to the Corporation a written notice of exercise which
     includes a request that the Corporation repurchase (and retain the
     repurchase price of) that number of the option shares having a fair market
     value on the date of exercise equal to the option price of the number of
     shares with respect to which the Participant exercises the option. Such
     payment may also be made in such other manner as the Committee determines
     is appropriate, in its Discretion. No Participant shall have any of the
     rights of a shareholder of the Corporation under any stock option until the
     actual issuance of shares to said Participant, and prior to such issuance
     no adjustment shall be made for dividends, distributions or other rights in
     respect of such shares, except as provided in Paragraph 5.

12.  STOCK APPRECIATION RIGHTS: Subject to the terms of the Plan, the Committee
     may grant stock appreciation rights to Participants either in conjunction
     with, or independently of, any stock options granted under the Plan. A
     stock appreciation right granted in conjunction with a stock option may be
     an alternative right wherein the exercise of the stock option terminates
     the stock appreciation right to the extent of the number of shares
     purchased upon exercise of the stock option and, correspondingly, the
     exercise of the stock appreciation right terminates the stock option to the
     extent of the number of shares with respect to which the stock appreciation
     right is exercised. Alternatively, a stock appreciation right granted in
     conjunction with a stock option may be an additional right wherein both the
     stock appreciation right and the stock option may be exercised. A stock
     appreciation right may not be granted in conjunction with an Incentive
     Option under circumstances in which the exercise of the stock appreciation
     right affects the right to exercise the Incentive Option or vice versa,
     unless the stock appreciation right, by its terms, meets all of the
     following requirements:

     (a)  the stock appreciation right will expire no later than the Incentive
          Option;

     (b)  the stock appreciation right may be for no more than the difference
          between the option price of the Incentive Option and the fair market
          value of the shares subject to the Incentive Option at the time the
          stock appreciation right is exercised;

     (c)  the stock appreciation right is transferable only when the Incentive
          Option is transferable, and under the same conditions;

     (d)  the stock appreciation right may be exercised only when the Incentive
          Option is eligible to be exercised; and

     (e)  the stock appreciation right may be exercised only when the fair
          market value of the shares subject to the Incentive Option exceeds the
          option price of the Incentive Option.

     Upon exercise of a stock appreciation right, a Participant shall be
     entitled to receive, without payment to the Corporation (except for
     applicable withholding taxes), an

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     amount equal to the excess of or, in the Discretion of the Committee, a
     portion of the excess of (i) the then aggregate fair market value of the
     number of shares with respect to which the Participant exercises the stock
     appreciation right, over (ii) the aggregate fair market value of such
     number of shares at the time the stock appreciation right was granted. This
     amount shall be payable by the Corporation, in the Discretion of the
     Committee, in cash, in shares of Common Stock of the Corporation, in other
     property or any combination thereof.

13.  GRANTING AND EXERCISE OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS:
     Subject to the provisions of this Paragraph 13, each stock option and stock
     appreciation right granted hereunder shall be exercisable at any such time
     or times or in any such installments as may be determined by the Committee
     at the time of the grant; provided, however, that the aggregate fair market
     value (determined at the time the option is granted) of the stock with
     respect to which Incentive Options are exercisable for the first time by a
     Participant during any calendar year shall not exceed $100,000. A
     Participant may exercise a stock option or stock appreciation right, if
     then exercisable, in whole or in part, by delivery to the Corporation of
     written notice of the exercise, in such form as the Committee may
     prescribe, accompanied, in the case of a stock option, by payment for the
     shares with respect to which the stock option is exercised as provided in
     Paragraph 11 (unless the Committee, in its Discretion, permits a cashless
     form of option exercise permitted by Paragraph 11). Except as provided in
     Paragraph 17, stock options and stock appreciation rights may be exercised
     only while the Participant is an employee, outside director, consultant or
     advisor, as the case may be, of the Corporation or a Subsidiary. Successive
     stock options and stock appreciation rights may be granted to the same
     Participant, whether or not the stock option(s) and stock appreciation
     right(s) previously granted to such Participant remain unexercised. A
     Participant may exercise a stock option or stock appreciation right, if
     then exercisable, notwithstanding that stock options and stock appreciation
     rights previously granted to such Participant remain unexercised.

14.  NON-TRANSFERABILITY OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS: No
     stock option or stock appreciation right granted under the Plan to a
     Participant shall be transferable by such Participant otherwise than by
     will, or by the laws of descent and distribution, and stock options and
     stock appreciation rights shall be exercisable, during the lifetime of the
     Participant, only by the Participant. Notwithstanding the foregoing, in its
     Discretion and subject to such terms and conditions as it may prescribe,
     the Committee may permit a Participant to transfer a Nonqualified Option or
     a related or independently granted stock appreciation right.

15.  TERM OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS: If not sooner
     terminated, each stock option and stock appreciation right granted
     hereunder shall expire not more than ten (10) years from the date of the
     granting thereof; provided, however, that with respect to an Incentive
     Option granted to a Participant who, at the time of the grant, owns (after
     applying the attribution rules of Section 424(d) of the

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     Code) more than 10% of the total combined voting stock of all classes of
     stock of the Corporation or any parent or Subsidiary, such option shall
     expire not more than five (5) years after the date of granting thereof.

16.  CONTINUATION OF EMPLOYMENT: The Committee may require, in its Discretion,
     that any Participant under the Plan to whom a stock option or a stock
     appreciation right shall be granted shall agree in writing as a condition
     of the granting of such stock option or stock appreciation right to remain
     an employee, consultant, advisor or outside director of the Corporation or
     a Subsidiary, as the case may be, for a designated minimum period from the
     date of the granting of such stock option or stock appreciation right as
     shall be fixed by the Committee, and the Committee may further require, in
     its Discretion, that any Participant agree in writing to comply with any
     confidentiality, non-solicitation, non-competition and non-disparagement
     provisions and covenants that the Committee may require as a condition
     precedent to the exercise of a stock option or a stock appreciation right.

17.  TERMINATION OF EMPLOYMENT: If the employment of an employee Participant
     terminates, if the consultancy or advisorship of a consultant or advisor
     Participant terminates, or if an outside director Participant ceases to be
     a director (hereinafter collectively referred to as a "termination of
     employment"), the Committee may, in its Discretion, permit the exercise of
     stock options and stock appreciation rights granted to such Participant (a)
     for a period not to exceed three months following such termination of
     employment (or one year following termination of employment on account of
     the Participant's death or permanent disability) with respect to Incentive
     Options or related stock appreciation rights, and (b) for a period not to
     extend beyond the expiration date with respect to Nonqualified Options or
     related or independently granted stock appreciation rights. In no event,
     however, shall a stock option or a stock appreciation right be exercisable
     subsequent to its expiration date. A stock option or stock appreciation
     right may only be exercised after a Participant's termination of employment
     to the extent exercisable on the date of termination of employment;
     provided, however, that if the termination of employment is due to the
     Participant's death, permanent disability or retirement at a retirement age
     permitted under the Corporation's or Subsidiary's retirement plan or
     policies, or if the termination of employment results from action by the
     Corporation or a Subsidiary without cause or from an agreement between the
     Corporation or a Subsidiary and the Participant (hereinafter collectively
     referred to as a "qualifying termination of employment"), the Committee, in
     its Discretion, may permit all or part of the stock options and stock
     appreciation rights granted to such Participant to thereupon become
     exercisable in full or in part. For purposes of this Paragraph 17 and any
     other provision of the Plan where the term is used, the Committee's
     definition of "cause" shall be final and conclusive.

18.  RESTRICTED STOCK OR RESTRICTED STOCK UNITS: Subject to the terms of the
     Plan, the Committee may award Participants shares of restricted stock
     and/or the Committee may grant Participants restricted units with respect
     to a specified number of shares of stock. All shares of restricted stock
     and all restricted stock units

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     granted to Participants under the Plan shall be subject to the following
     terms and conditions (and to such other terms and conditions prescribed by
     the Committee):

     (a)  At the time of each award of restricted shares or restricted stock
          units, there shall be established for the shares or units a restricted
          period, which period may differ among Participants and may have
          different expiration dates with respect to portions of shares or units
          covered by the same award.

     (b)  Shares of restricted stock or restricted stock units awarded to
          Participants may not be sold, assigned, transferred, pledged,
          hypothecated or otherwise encumbered during the restricted period
          applicable to such shares or units. Except for such restrictions on
          transfer, a Participant may be provided all of the rights of a
          shareholder in respect of restricted shares including, but not limited
          to, the right to receive dividends on, and the right to vote, the
          shares. A Participant shall have no ownership interest in shares of
          stock with respect to which restricted stock units are granted;
          provided, however, that the Committee may, in its Discretion, permit
          payment to such Participant of dividend equivalents on such units
          equal to the amount of dividends, if any, which are paid on that
          number of shares with respect to which the restricted stock units are
          granted.

     (c)  If there is a termination of employment of a Participant, all shares
          or units theretofore awarded to the Participant which are still
          subject to the restrictions imposed by Paragraph 18(b) shall upon such
          termination of employment be forfeited and transferred back to the
          Corporation, without payment of any consideration by the Corporation;
          provided, however, that in the event of a qualifying termination of
          employment, the Committee may, in its Discretion, release some or all
          of the shares or units from the restrictions.

     (d)  Shares of restricted stock granted under the Plan may be evidenced in
          such manner as the Committee may deem appropriate, including, without
          limitation, book-entry registration or issuance of stock certificates.
          If stock certificates are issued in respect of shares of restricted
          stock, such certificates shall be registered in the name of the
          Participant, deposited with the Corporation or its designee, together
          with a stock power endorsed in blank, and, in the Discretion of the
          Committee, a legend shall be placed upon such certificates reflecting
          that the shares represented thereby are subject to restrictions
          against transfer and forfeiture.

     (e)  At the expiration of the restricted period applicable to restricted
          shares, the Corporation shall deliver to the Participant or the legal
          representative of the Participant's estate stock certificates for such
          shares. If stock certificates were previously issued for the shares
          and a legend has been placed on such certificates, the Corporation
          shall cause such certificates to be reissued without the legend.

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     (f)  At the expiration of the restricted period applicable to restricted
          stock units, the Corporation shall pay to the Participant an amount
          equal to the then fair market value of that number of shares to which
          such restricted stock units relate. In the Discretion of the
          Committee, such amount may be paid in cash, stock, other property or
          any combination thereof. Moreover, in the Discretion of the Committee,
          such amount may be paid in a lump sum or in installments, currently
          upon expiration of the restricted period or on a deferred basis, with
          provision for the payment or crediting of a dividend equivalent or
          reasonable rate of interest on installment or deferred payments in the
          Discretion of the Committee.

          In the case of events such as stock dividends, stock splits,
          recapitalizations, mergers, consolidations or reorganizations of or by
          the Corporation, any stock, securities or other property which a
          Participant receives or is entitled to receive by reason of his
          ownership of restricted shares shall, unless otherwise determined by
          the Committee, be subject to the same restrictions applicable to the
          restricted shares.

19.  PERFORMANCE SHARES: The Committee may grant to a Participant the right to
     obtain performance shares subject to the following terms and conditions:

     (a)  The Participant's right to obtain performance shares shall be subject
          to attainment of one or more performance goals over a performance
          period prescribed by the Committee.

     (b)  The performance goal applicable to an award to a Participant of the
          right to obtain performance shares shall be based upon free cash flow,
          cash flow return on investment, stock price, market share, sales,
          revenues, earnings per share, return on equity, total stockholder
          return, costs, net income, working capital turnover, inventory or
          receivable turnover and/or margins of the Corporation, a Subsidiary,
          or a division or unit thereof. The specific targets and other details
          of the performance goal shall be established by the Committee in its
          Discretion. A performance goal must, however, be objective so that a
          third party with knowledge of the relevant facts could determine
          whether the goal has been attained.

     (c)  The performance goal applicable to an award to a Participant of the
          right to obtain performance shares shall be established by the
          Committee in writing at any time during the period beginning on the
          date of the award and ending on the earlier of (i) ninety (90) days
          after commencement of the performance period applicable to the award,
          or (ii) expiration of the first 25% of the performance period;
          provided, however, that there must be substantial uncertainty whether
          a performance goal will be attained at the time it is established by
          the Committee.

     (d)  The performance goal established by the Committee must prescribe an
          objective formula or standard, that could be applied by a third party
          having knowledge of

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          the relevant performance results, to compute the number of performance
          shares issuable to the Participant if the goal is attained.

     (e)  Unless otherwise determined by the Committee in the case of a
          Participant who dies or becomes permanently disabled, performance
          shares shall be issued to a Participant only after (i) expiration of
          the performance period and attainment of the performance goal
          applicable to the award, and (ii) issuance of a written certification
          by the Committee (including approved minutes of the meeting of the
          Committee at which the certification is made) that the performance
          goal and any other material terms of the award have been attained or
          satisfied.

     (f)  No Participant shall have any of the rights of a shareholder of the
          Corporation in respect of the shares covered by a performance share
          award until the actual issuance of the shares to said Participant and,
          prior to such issuance, no adjustments shall be made for dividends,
          distributions or other rights in respect of such shares, except as
          provided in Paragraph 5.

     (g)  In its Discretion and subject to such terms and conditions as it may
          impose, the Committee may permit a Participant to elect to defer
          receipt of performance shares to a time later than the time the shares
          otherwise would be issued to the Participant. In such event, the
          Committee may, in its Discretion, provide for the payment by the
          Corporation of a dividend equivalent or interest at a rate determined
          by the Committee.

     (h)  In the Discretion of the Committee, in lieu of settling a performance
          share award by issuance of shares of Common Stock of the Corporation
          to a Participant, all or a portion of the award may be settled by
          payment of cash or other property to the Participant in an amount or
          having a value equal to the then value of the otherwise issuable
          shares; provided, however, that the amount of cash and the value of
          any other property paid to any Participant during any calendar year in
          settlement of a performance share award shall not exceed $5.0 Million.

     (i)  Unless otherwise determined by the Committee, performance shares or
          rights therein awarded to a Participant may not be sold, assigned,
          transferred, pledged, hypothecated or otherwise encumbered by the
          Participant at any time before actual issuance of the shares to the
          Participant.

     (j)  In its Discretion, the Committee may subject a performance share award
          to a Participant to any other terms or conditions not inconsistent
          with the foregoing, including, without limitation, a requirement that
          the Participant remain an employee of the Corporation or a Subsidiary
          (including at or above a specified salary grade), or that the
          Participant remain a consultant, advisor or outside director of the
          Corporation or a Subsidiary, for the entire performance period
          applicable to the award.

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<PAGE>

          Performance share awards under the Plan are intended to constitute
          qualified performance-based compensation for purposes of Section
          162(m)(4)(C) of the Code and the Treasury Regulations thereunder, and
          the provisions of this Paragraph 19 (and the other provisions of the
          Plan relating to performance share awards) shall be interpreted and
          administered to effectuate that intent. Moreover, the Committee may
          revise or modify the terms of an outstanding performance share award
          to the extent the Committee determines, in its Discretion, that such
          revision or modification is necessary for such award to constitute
          qualified performance-based compensation.

20.  OTHER STOCK-BASED AWARDS: The Committee may grant to Participants such
     other awards that are denominated or payable in, valued in whole or in part
     by reference to, or otherwise based on or related to, shares of Common
     Stock of the Corporation as are deemed by the Committee, in its Discretion,
     to be consistent with the purposes of the Plan; provided, however, that
     such grants must comply with applicable law.

21.  INVESTMENT PURPOSE: If the Committee, in its Discretion, determines that as
     a matter of law such procedure is or may be desirable, it may require a
     Participant, upon any acquisition of stock hereunder and as a condition to
     the Corporation's obligation to deliver certificates representing such
     shares, to execute and deliver to the Corporation a written statement in
     form satisfactory to the Committee, representing and warranting that the
     Participant's acquisition of shares of stock shall be for such person's own
     account, for investment and not with a view to the resale or distribution
     thereof and that any subsequent offer for sale or sale of any such shares
     shall be made either pursuant to (a) a Registration Statement on an
     appropriate form under the Securities Act of 1933, as amended (the
     "Securities Act"), which Registration Statement has become effective and is
     current with respect to the shares being offered and sold, or (b) a
     specific exemption from the registration requirements of the Securities
     Act, but in claiming such exemption the Participant shall, prior to any
     offer for sale or sale of such shares, obtain a favorable written opinion
     from counsel for or approved by the Corporation as to the availability of
     such exemption. The Corporation may endorse an appropriate legend referring
     to the foregoing restriction upon the certificate or certificates
     representing any shares issued or transferred to the Participant under the
     Plan.

22.  RIGHTS TO CONTINUED EMPLOYMENT: Nothing contained in the Plan or in any
     Award granted pursuant to the Plan, nor any action taken by the Committee
     hereunder, shall confer upon any Participant any right with respect to
     continuation of employment or service as an employee, consultant, advisor
     or outside director of the Corporation or a Subsidiary nor interfere in any
     way with the right of the Corporation or a Subsidiary to terminate such
     person's employment or service at any time with or without cause.

                                     - 12 -

<PAGE>

23.  WITHHOLDING PAYMENTS: If, upon the grant, exercise, release of restrictions
     or settlement of or in respect of an Award, or upon any other event or
     transaction under or relating to the Plan, there shall be payable by the
     Corporation or a Subsidiary any amount for income or employment tax
     withholding, in the Committee's Discretion, either the Corporation shall
     appropriately reduce the amount of stock, cash or other property to be paid
     to the Participant or the Participant shall pay such amount to the
     Corporation or Subsidiary to enable it to pay or to reimburse it for paying
     such income or employment tax withholding. The Committee may, in its
     Discretion, permit Participants to satisfy such withholding obligations, in
     whole or in part, by electing to have the amount of Common Stock delivered
     or deliverable by the Corporation in respect of an Award appropriately
     reduced, or by electing to tender Common Stock back to the Corporation
     subsequent to receipt of such stock in respect of an Award. The Corporation
     or any of its Subsidiaries shall also have the right to withhold the amount
     of such taxes from any other sums or property due or to become due from the
     Corporation or any of its Subsidiaries to the Participant upon such terms
     and conditions as the Committee shall prescribe. The Corporation may also
     defer issuance of stock under the Plan until payment by the Participant to
     the Corporation or any of its Subsidiaries of the amount of any such tax.
     In the case of a Regulation T Stock Option Exercise, the Committee may in
     its Discretion permit the Participant to irrevocably instruct a stock
     broker to promptly deliver to the Corporation an amount (in addition to the
     option exercise price) equal to any withholding tax owing in respect of
     such option exercise from the proceeds of the stock broker's sale of or
     loan against some or all of the shares. In the event the Corporation then
     has in effect a stock repurchase program, in its Discretion and subject to
     such terms and conditions as it may impose, the Committee may permit
     Participants to satisfy their withholding tax obligations by requesting
     that the Corporation repurchase (and retain the repurchase price of) that
     number of shares issuable or issued under the Plan having a then fair
     market value equal to the amount of withholding tax due. The Committee may
     make such other arrangements with respect to income or employment tax
     withholding as it shall determine.

24.  CHANGE IN CONTROL: Notwithstanding any other provision of the Plan or any
     provision of a grant or award agreement, in the event the Committee
     determines that there has been or will be a change in control of the
     Corporation or of any Subsidiary, the Committee may, without the consent of
     the holder, provide for any treatment of outstanding Awards which it
     determines, in its Discretion, to be appropriate. Such treatment may
     include, without limitation, acceleration of vesting of stock options and
     stock appreciation rights, release of restrictions applicable to restricted
     stock or restricted stock units, or deeming performance share awards to
     have been earned. In determining whether there has been or will be a change
     in control of the Corporation or of any Subsidiary, the Committee may
     utilize a definition it deems appropriate of a change in control contained
     in any existing agreement between the Corporation or a Subsidiary and one
     of its senior executives.

                                     - 13 -

<PAGE>

25.  EFFECTIVENESS OF PLAN: The Plan shall be effective on the date the Board of
     Directors of the Corporation adopts the Plan and shall apply with respect
     to Awards granted on or after such date; provided, however, that the terms
     of the Predecessor Plan shall continue to apply to Awards granted prior to
     the date the Board of Directors of the Corporation adopts the Plan.

26.  TERMINATION, DURATION AND AMENDMENTS OF PLAN: The Plan may be abandoned or
     terminated at any time by the Board of Directors of the Corporation. Unless
     sooner terminated by the Board of Directors, the Plan shall terminate on
     the date ten (10) years after the adoption by the Board of Directors of the
     Predecessor Plan, and no Awards may be granted thereafter. The termination
     of the Plan shall not affect the validity of any Award outstanding on the
     date of termination.

For the purpose of conforming to any changes in applicable law or governmental
regulations, or for any other lawful purpose, the Board of Directors of the
Corporation shall have the right, without approval of the shareholders of the
Corporation, to amend or revise the terms of the Plan at any time; provided,
however, that no such amendment or revision shall (i) with respect to the Plan,
increase the maximum number of shares in the aggregate which are subject to the
Plan or with respect to which Awards may be made to individual Participants
(subject, however, to the provisions of Paragraph 5), materially change the
class of persons eligible to be Participants under the Plan or establish
additional and different business criteria on which performance share goals are
based without approval or ratification of the shareholders of the Corporation;
or (ii) with respect to an Award previously granted under the Plan, except as
otherwise specifically provided in the Plan, alter or impair any such Award
without the consent of the holder thereof.

As adopted by the Board of Directors on December 10, 2003.

                                     - 14 -