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                                                                    EXHIBIT 10.9


                                                              AS AMENDED THROUGH
                                                               NOVEMBER 20, 2003




                                TIME WARNER INC.

                            2003 STOCK INCENTIVE PLAN

1.       PURPOSE OF THE PLAN

                  The purpose of the Plan is to aid the Company and its
Affiliates in recruiting and retaining employees, directors, advisors and
consultants and to motivate such employees, directors, advisors and consultants
to exert their best efforts on behalf of the Company and its Affiliates by
providing incentives through the granting of Awards. The Company expects that it
will benefit from the added interest which such employees, directors, advisors
and consultants will have in the welfare of the Company as a result of their
proprietary interest in the Company's success.

2.       DEFINITIONS

                  The following capitalized terms used in the Plan have the
respective meanings set forth in this Section:

                  (A)      "ACT" means The Securities Exchange Act of 1934, as
                           amended, or any successor thereto.

                  (B)      "AFFILIATE" means any entity that is consolidated
                           with the Company for financial reporting purposes or
                           any other entity designated by the Board in which the
                           Company or an Affiliate has a direct or indirect
                           equity interest of at least twenty percent (20%),
                           measured by reference to vote or value.

                  (C)      "AWARD" means an Option, Stock Appreciation Right,
                           Restricted Stock or Other Stock-Based Award granted
                           pursuant to the Plan.

                  (D)      "BOARD" means the Board of Directors of the Company.

                  (E)      "CHANGE IN CONTROL" means the occurrence of any of
                           the following events:

                                    (i) any "Person" within the meaning of
                           Section 13(d)(3) or 14(d)(2) of the Act (other than
                           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) becomes the "Beneficial
                           Owner" within the meaning of Rule 13d-3 promulgated
                           under the Act of 30% or more of the combined voting
                           power of the then outstanding securities of the
                           Company entitled to vote generally in the election of
                           directors; excluding, however, any circumstance in
                           which such beneficial ownership resulted from any
                           acquisition by an employee benefit plan (or related
                           trust) sponsored or maintained by the Company or by
                           any


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                           corporation controlling, controlled by, or under
                           common control with, the Company;

                                    (ii) a change in the composition of the
                           Board since the Effective Date, such that the
                           individuals who, as of such date, constituted the
                           Board (the "INCUMBENT BOARD") cease for any reason to
                           constitute at least a majority of such Board;
                           provided that any individual who becomes a director
                           of the Company subsequent to the Effective Date whose
                           election, or nomination for election by the Company's
                           stockholders, was approved by the vote of at least a
                           majority of the directors then comprising the
                           Incumbent Board shall be deemed a member of the
                           Incumbent Board; and provided further, that any
                           individual who was initially elected as a director of
                           the Company as a result of an actual or threatened
                           election contest, as such terms are used in Rule
                           14a-12 of Regulation 14A promulgated under the Act,
                           or any other actual or threatened solicitation of
                           proxies or consents by or on behalf of any person or
                           Entity other than the Board shall not be deemed a
                           member of the Incumbent Board;

                                    (iii) a reorganization, recapitalization,
                           merger or consolidation (a "CORPORATE TRANSACTION")
                           involving the Company, unless securities representing
                           60% or more of the combined voting power of the then
                           outstanding voting securities entitled to vote
                           generally in the election of directors of the Company
                           or the corporation resulting from such Corporate
                           Transaction (or the parent of such corporation) are
                           held subsequent to such transaction by the person or
                           persons who were the beneficial holders of the
                           outstanding voting securities entitled to vote
                           generally in the election of directors of the Company
                           immediately prior to such Corporate Transaction, in
                           substantially the same proportions as their ownership
                           immediately prior to such Corporate Transaction; or

                                    (iv) the sale, transfer or other disposition
                           of all or substantially all of the assets of the
                           Company.

                  (F)      "CODE" means The Internal Revenue Code of 1986, as
                           amended, or any successor thereto.

                  (G)      "COMMITTEE" means the Compensation and Human
                           Development Committee of the Board or its successor,
                           or such other committee of the Board to which the
                           Board has delegated power to act under or pursuant to
                           the provisions of the Plan or a subcommittee of the
                           Compensation and Human Development Committee (or such
                           other committee) established by the Compensation and
                           Human Development Committee or such other committee.

                  (H)      "COMPANY" means Time Warner Inc., a Delaware
                           corporation named AOL Time Warner Inc. prior to
                           October 16, 2003.

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                                       3


                  (I)      "EFFECTIVE DATE" means the date the Board approved
                           the Plan (March 20, 2003).

                  (J)      "EMPLOYMENT" means (i) a Participant's employment if
                           the Participant is an employee of the Company or any
                           of its Affiliates, (ii) a Participant's services as a
                           consultant, if the Participant is a consultant to the
                           Company or any of its Affiliates and (iii) a
                           Participant's services as a non-employee director, if
                           the Participant is a non-employee member of the Board
                           or the board of directors of an Affiliate; provided
                           however that unless otherwise determined by the
                           Committee, a change in a Participant's status from
                           employee to non-employee (other than a director of
                           the Company or an Affiliate) shall constitute a
                           termination of employment hereunder.

                  (K)      "FAIR MARKET VALUE" means, on a given date, (i) if
                           there should be a public market for the Shares on
                           such date, the average of the high and low prices of
                           the Shares on the New York Stock Exchange, or, if the
                           Shares are not listed or admitted on any national
                           securities exchange, the average of the per Share
                           closing bid price and per Share closing asked price
                           on such date as quoted on the National Association of
                           Securities Dealers Automated Quotation System (or
                           such market in which such prices are regularly
                           quoted)(the "NASDAQ"), or, if no sale of Shares shall
                           have been reported on the New York Stock Exchange or
                           quoted on the NASDAQ on such date, then the
                           immediately preceding date on which sales of the
                           Shares have been so reported or quoted shall be used,
                           and (ii) if there should not be a public market for
                           the Shares on such date, the Fair Market Value shall
                           be the value established by the Committee in good
                           faith.

                  (L)      "ISO" means an Option that is also an incentive stock
                           option granted pursuant to Section 6(e).

                  (M)      "OTHER STOCK-BASED AWARDS" means awards granted
                           pursuant to Section 9.

                  (N)      "OPTION" means a stock option granted pursuant to
                           Section 6.

                  (O)      "OPTION PRICE" means the price for which a Share can
                           be purchased upon exercise of an Option, as
                           determined pursuant to Section 6(a).

                  (P)      "PARTICIPANT" means an employee, prospective
                           employee, director, advisor or consultant of the
                           Company or an Affiliate who is selected by the
                           Committee to participate in the Plan.

                  (Q)      "PERFORMANCE-BASED AWARDS" means certain Other
                           Stock-Based Awards granted pursuant to Section 9(b).

                  (R)      "PLAN" means the Time Warner Inc. 2003 Stock
                           Incentive Plan, as amended from time to time.


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                  (s)      "RESTRICTED STOCK" means any Share granted under
                           Section 8.

                  (t)      "SHARES" means shares of common stock of the Company,
                           $.01 par value per share.

                  (u)      "STOCK APPRECIATION RIGHT" means a stock appreciation
                           right granted pursuant to Section 7.

                  (v)      "SUBSIDIARY" means a subsidiary corporation, as
                           defined in Section 424(f) of the Code (or any
                           successor section thereto), of the Company.

3.       SHARES SUBJECT TO THE PLAN

                  The total number of Shares which may be issued under the Plan
is 200,000,000, of which no more than 20% may be issued in the form of
Restricted Stock or Other Stock-Based Awards payable in Shares. The maximum
aggregate number of Shares with respect to which Awards may be granted during a
calendar year, net of any Shares which are subject to Awards (or portions
thereof) which, during such year, terminate or lapse without payment of
consideration, shall be equal to 2% of the number of Shares outstanding on
December 31 of the preceding calendar year. The maximum number of Shares with
respect to which Awards may be granted during a calendar year to any Participant
shall be 2,000,000; provided that the maximum number of Shares that may be
awarded in the form of Restricted Stock or Other Stock-Based Awards payable in
Shares during any calendar year to any Participant shall be 600,000. The Shares
may consist, in whole or in part, of unissued Shares or treasury Shares. The
issuance of Shares or the payment of cash upon the exercise of an Award or in
consideration of the cancellation or termination of an Award shall reduce the
total number of Shares available under the Plan, as applicable. Shares which are
subject to Awards (or portions thereof) which terminate or lapse without the
payment of consideration may be granted again under the Plan.

4.       ADMINISTRATION

                  (a)      The Plan shall be administered by the Committee,
                           which may delegate its duties and powers in whole or
                           in part to any subcommittee thereof consisting solely
                           of at least two individuals who are intended to
                           qualify as "Non-Employee Directors" within the
                           meaning of Rule 16b-3 under the Act (or any successor
                           rule thereto) and, to the extent required by Section
                           162(m) of the Code (or any successor section
                           thereto), "outside directors" within the meaning
                           thereof. In addition, the Committee may delegate the
                           authority to grant Awards under the Plan to any
                           employee or group of employees of the Company or an
                           Affiliate; provided, that such grants are consistent
                           with guidelines established by the Committee from
                           time to time.

                  (b)      The Committee shall have the full power and authority
                           to make, and establish the terms and conditions of,
                           any Award to any person eligible to be a Participant,
                           consistent with the provisions of the Plan and to
                           waive any such terms and conditions at any time
                           (including, without limitation, accelerating or
                           waiving any vesting conditions). Awards may, in the
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                           discretion of the Committee, be made under the Plan
                           in assumption of, or in substitution for, outstanding
                           awards previously granted by the Company or its
                           affiliates or a company acquired by the Company or
                           with which the Company combines. The number of Shares
                           underlying such substitute awards shall be counted
                           against the aggregate number of Shares available for
                           Awards under the Plan.

                  (c)      The Committee is authorized to interpret the Plan, to
                           establish, amend and rescind any rules and
                           regulations relating to the Plan, and to make any
                           other determinations that it deems necessary or
                           desirable for the administration of the Plan, and may
                           delegate such authority, as it deems appropriate. The
                           Committee may correct any defect or supply any
                           omission or reconcile any inconsistency in the Plan
                           in the manner and to the extent the Committee deems
                           necessary or desirable. Any decision of the Committee
                           in the interpretation and administration of the Plan,
                           as described herein, shall lie within its sole and
                           absolute discretion and shall be final, conclusive
                           and binding on all parties concerned (including, but
                           not limited to, Participants and their beneficiaries
                           or successors).

                  (d)      The Committee shall require payment of any amount it
                           may determine to be necessary to withhold for
                           federal, state, local or other taxes as a result of
                           the exercise, grant or vesting of an Award. Unless
                           the Committee specifies otherwise, the Participant
                           may elect to pay a portion or all of such withholding
                           taxes by (a) delivery of Shares or (b) having Shares
                           withheld by the Company with a Fair Market Value
                           equal to the minimum statutory withholding rate from
                           any Shares that would have otherwise been received by
                           the Participant.

5.       LIMITATIONS

                  (a)      No Award may be granted under the Plan after the
                           fifth anniversary of the meeting of shareholders of
                           the Company at which the Plan is approved (which
                           meeting was held on May 16, 2003), but Awards granted
                           prior to such fifth anniversary may extend beyond
                           that date.

                  (b)      No Option or Stock Appreciation Right, once granted
                           hereunder, may be repriced.

                  (c)      With respect to any Awards granted to a Participant
                           who is a non-employee member of the Board at the time
                           of grant, such Awards shall be made pursuant to
                           formulas established by the Board in advance of such
                           grant. Any such Awards shall be made at the time such
                           a Participant first becomes a member of the Board
                           and, thereafter, on an annual basis at or following
                           the annual meeting of stockholders. Such formulas may
                           include any one or more of the following: (i) a fixed
                           number of Options or Stock Appreciation Rights, (ii)
                           a fixed number of Shares of Restricted Stock or a
                           number of Shares of Restricted Stock determined by
                           reference to a fixed dollar amount (calculated based
                           on the Fair Market Value of a Share on

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                           the date of grant), and (iii) Other Stock-Based
                           Awards determined either by reference to a fixed
                           number of Shares or to a fixed dollar amount
                           (calculated based on the Fair Market Value of a Share
                           on the date of grant).

6.       TERMS AND CONDITIONS OF OPTIONS

                  Options granted under the Plan shall be, as determined by the
Committee, nonqualified or incentive stock options for federal income tax
purposes, as evidenced by the related Award agreements, and shall be subject to
the foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine, and as
evidenced by the related Award agreement:

                  (a)      Option Price. The Option Price per Share shall be
                           determined by the Committee, but shall not be less
                           than 100% of the Fair Market Value of a Share on the
                           date an Option is granted.

                  (b)      Exercisability. Options granted under the Plan shall
                           be exercisable at such time and upon such terms and
                           conditions as may be determined by the Committee, but
                           in no event shall an Option be exercisable more than
                           ten years after the date it is granted, except as may
                           be provided pursuant to Section 15.

                  (c)      Exercise of Options. Except as otherwise provided in
                           the Plan or in an Award agreement, an Option may be
                           exercised for all, or from time to time any part, of
                           the Shares for which it is then exercisable. For
                           purposes of this Section 6, the exercise date of an
                           Option shall be the date a notice of exercise is
                           received by the Company, together with provision for
                           payment of the full purchase price in accordance with
                           this Section 6(c). The purchase price for the Shares
                           as to which an Option is exercised shall be paid to
                           the Company, as designated by the Committee, pursuant
                           to one or more of the following methods: (i) in cash
                           or its equivalent (e.g., by check); (ii) in Shares
                           having a Fair Market Value equal to the aggregate
                           Option Price for the Shares being purchased and
                           satisfying such other requirements as may be imposed
                           by the Committee; provided, that such Shares have
                           been held by the Participant for no less than six
                           months (or such other period as established from time
                           to time by the Committee in order to avoid adverse
                           accounting treatment applying generally accepted
                           accounting principles); (iii) partly in cash and
                           partly in such Shares or (iv) if there is a public
                           market for the Shares at such time, through the
                           delivery of irrevocable instructions to a broker to
                           sell Shares obtained upon the exercise of the Option
                           and to deliver promptly to the Company an amount out
                           of the proceeds of such Sale equal to the aggregate
                           Option Price for the Shares being purchased. No
                           Participant shall have any rights to dividends or
                           other rights of a stockholder with respect to Shares
                           subject to an Option until the Participant has given
                           written notice of exercise of the Option, paid in
                           full for such Shares and, if applicable, has
                           satisfied any other conditions imposed by the
                           Committee pursuant to the Plan.

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                                       7


                  (d)      Deferral. In the sole discretion of the Committee, in
                           accordance with procedures established by the
                           Committee, the Participant may be permitted to defer
                           the issuance of Shares deliverable upon the exercise
                           of an Option for a specified period or until a
                           specified date.

                  (e)      ISOs. The Committee may grant Options under the Plan
                           that are intended to be ISOs. Such ISOs shall comply
                           with the requirements of Section 422 of the Code (or
                           any successor section thereto). No ISO may be granted
                           to any Participant who at the time of such grant,
                           owns more than ten percent of the total combined
                           voting power of all classes of stock of the Company
                           or of any Subsidiary, unless (i) the Option Price for
                           such ISO is at least 110% of the Fair Market Value of
                           a Share on the date the ISO is granted and (ii) the
                           date on which such ISO terminates is a date not later
                           than the day preceding the fifth anniversary of the
                           date on which the ISO is granted. Any Participant who
                           disposes of Shares acquired upon the exercise of an
                           ISO either (i) within two years after the date of
                           grant of such ISO or (ii) within one year after the
                           transfer of such Shares to the Participant, shall
                           notify the Company of such disposition and of the
                           amount realized upon such disposition. All Options
                           granted under the Plan are intended to be
                           nonqualified stock options, unless the applicable
                           Award agreement expressly states that the Option is
                           intended to be an ISO. If an Option is intended to be
                           an ISO, and if for any reason such Option (or portion
                           thereof) shall not qualify as an ISO, then, to the
                           extent of such nonqualification, such Option (or
                           portion thereof) shall be regarded as a nonqualified
                           stock option granted under the Plan; provided that
                           such Option (or portion thereof) otherwise complies
                           with the Plan's requirements relating to nonqualified
                           stock options. In no event shall any member of the
                           Committee, the Company or any of its Affiliates (or
                           their respective employees, officers or directors)
                           have any liability to any Participant (or any other
                           person) due to the failure of an Option to qualify
                           for any reason as an ISO.

                  (f)      Attestation. Wherever in this Plan or any agreement
                           evidencing an Award a Participant is permitted to pay
                           the exercise price of an Option or taxes relating to
                           the exercise of an Option by delivering Shares, the
                           Participant may, subject to procedures satisfactory
                           to the Committee, satisfy such delivery requirement
                           by presenting proof of beneficial ownership of such
                           Shares, in which case the Company shall treat the
                           Option as exercised without further payment and/or
                           shall withhold such number of Shares from the Shares
                           acquired by the exercise of the Option, as
                           appropriate.

7.       TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

                  (a)      Grants. The Committee may grant (i) a Stock
                           Appreciation Right independent of an Option or (ii) a
                           Stock Appreciation Right in connection with an
                           Option, or a portion thereof. A Stock Appreciation
                           Right granted pursuant to clause (ii) of the
                           preceding sentence (A) may be granted at the time the
                           related Option is granted or at any time prior to the
                           exercise or

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                           cancellation of the related Option, (B) shall cover
                           the same number of Shares covered by an Option (or
                           such lesser number of Shares as the Committee may
                           determine) and (C) shall be subject to the same terms
                           and conditions as such Option except for such
                           additional limitations as are contemplated by this
                           Section 7 (or such additional limitations as may be
                           included in an Award agreement).

                  (b)      Terms. The exercise price per Share of a Stock
                           Appreciation Right shall be an amount determined by
                           the Committee but in no event shall such amount be
                           less than the Fair Market Value of a Share on the
                           date the Stock Appreciation Right is granted;
                           provided, however, that notwithstanding the foregoing
                           in the case of a Stock Appreciation Right granted in
                           conjunction with an Option, or a portion thereof, the
                           exercise price may not be less than the Option Price
                           of the related Option. Each Stock Appreciation Right
                           granted independent of an Option shall entitle a
                           Participant upon exercise to an amount equal to (i)
                           the excess of (A) the Fair Market Value on the
                           exercise date of one Share over (B) the exercise
                           price per Share, times (ii) the number of Shares
                           covered by the Stock Appreciation Right. Each Stock
                           Appreciation Right granted in conjunction with an
                           Option, or a portion thereof, shall entitle a
                           Participant to surrender to the Company the
                           unexercised Option, or any portion thereof, and to
                           receive from the Company in exchange therefor an
                           amount equal to (i) the excess of (A) the Fair Market
                           Value on the exercise date of one Share over (B) the
                           Option Price per Share, times (ii) the number of
                           Shares covered by the Option, or portion thereof,
                           which is surrendered. Payment shall be made in Shares
                           or in cash, or partly in Shares and partly in cash
                           (any such Shares valued at such Fair Market Value),
                           all as shall be determined by the Committee. Stock
                           Appreciation Rights may be exercised from time to
                           time upon actual receipt by the Company of written
                           notice of exercise stating the number of Shares with
                           respect to which the Stock Appreciation Right is
                           being exercised. The date a notice of exercise is
                           received by the Company shall be the exercise date.
                           No fractional Shares will be issued in payment for
                           Stock Appreciation Rights, but instead cash will be
                           paid for a fraction or, if the Committee should so
                           determine, the number of Shares will be rounded
                           downward to the next whole Share.

                  (c)      Limitations. The Committee may impose, in its
                           discretion, such conditions upon the exercisability
                           or transferability of Stock Appreciation Rights as it
                           may deem fit.

8.       RESTRICTED STOCK

                  (a)      Grant. Subject to the provisions of the Plan, the
                           Committee shall determine the number of Shares of
                           Restricted Stock to be granted to each Participant,
                           the duration of the period during which, and the
                           conditions, if any, under which, the Restricted Stock
                           may be forfeited to the Company, and the other terms
                           and conditions of such Awards; provided that not less
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                                       9


                           than 95% of the Shares of Restricted Stock shall
                           remain subject to forfeiture for at least three years
                           after the date of grant, subject to earlier
                           termination of such potential for forfeiture in whole
                           or in part in the event of a Change in Control or the
                           death, disability or other termination of the
                           Participant's employment.

                  (b)      Transfer Restrictions. Shares of Restricted Stock may
                           not be sold, assigned, transferred, pledged or
                           otherwise encumbered, except as provided in the Plan
                           or the applicable Award agreement. Certificates, or
                           other evidence of ownership, issued in respect of
                           Shares of Restricted Stock shall be registered in the
                           name of the Participant and deposited by such
                           Participant, together with a stock power endorsed in
                           blank, with the Company. After the lapse of the
                           restrictions applicable to such Shares of Restricted
                           Stock, the Company shall deliver such certificates,
                           or other evidence of ownership, to the Participant or
                           the Participant's legal representative.

                  (c)      Dividends. Dividends paid on any Shares of Restricted
                           Stock may be paid directly to the Participant,
                           withheld by the Company subject to vesting of the
                           Restricted Shares pursuant to the terms of the
                           applicable Award agreement, or may be reinvested in
                           additional Shares of Restricted Stock, as determined
                           by the Committee in its sole discretion.

                  (d)      Performance-Based Grants. Notwithstanding anything to
                           the contrary herein, certain Shares of Restricted
                           Stock granted under this Section 8 may, at the
                           discretion of the Committee, be granted in a manner
                           which is intended to be deductible by the Company
                           under Section 162(m) of the Code (or any successor
                           section thereto). The restrictions applicable to such
                           Restricted Stock shall lapse based wholly or
                           partially on the attainment of written performance
                           goals approved by the Committee for a performance
                           period established by the Committee (i) while the
                           outcome for that performance period is substantially
                           uncertain and (ii) no more than 90 days after the
                           commencement of the performance period to which the
                           performance goal relates or, if less, the number of
                           days which is equal to 25 percent of the relevant
                           performance period. The performance goals, which must
                           be objective, shall be based upon one or more of the
                           criteria set forth in Section 9(b) below. The
                           Committee shall determine in its discretion whether,
                           with respect to a performance period, the applicable
                           performance goals have been met with respect to a
                           given Participant and, if they have, shall so certify
                           prior to the release of the restrictions on the
                           Shares.

9.       OTHER STOCK-BASED AWARDS

                  (a)      Generally. The Committee, in its sole discretion, may
                           grant or sell Awards of Shares and Awards that are
                           valued in whole or in part by reference to, or are
                           otherwise based on the Fair Market Value of, Shares
                           ("Other Stock-Based Awards"). Such Other Stock-Based
                           Awards shall be

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                                       10


                           in such form, and dependent on such conditions, as
                           the Committee shall determine, including, without
                           limitation, the right to receive, or vest with
                           respect to, one or more Shares (or the equivalent
                           cash value of such Shares) upon the completion of a
                           specified period of service, the occurrence of an
                           event and/or the attainment of performance
                           objectives. Other Stock-Based Awards may be granted
                           alone or in addition to any other Awards granted
                           under the Plan. Subject to the provisions of the
                           Plan, the Committee shall determine the number of
                           Shares to be awarded to a Participant under (or
                           otherwise related to) such Other Stock-Based Awards;
                           whether such Other Stock-Based Awards shall be
                           settled in cash, Shares or a combination of cash and
                           Shares; and all other terms and conditions of such
                           Awards (including, without limitation, the vesting
                           provisions thereof and provisions ensuring that all
                           Shares so awarded and issued shall be fully paid and
                           non-assessable). The maximum amount of Other
                           Stock-Based Awards that may be granted during a
                           calendar year to any Participant shall be: (x) with
                           respect to Other Stock-Based Awards that are
                           denominated or payable in Shares, 600,000 Shares and
                           (y) with respect to Other Stock-Based Awards that are
                           not denominated or payable in Shares, $10 million.
                           Notwithstanding any other provision, with respect to
                           (i) Other Stock-Based Awards settled in Shares that
                           are subject to time-based vesting, not less than 95%
                           of such Other Stock Based Awards payable in Shares
                           shall vest and become payable at least three years
                           after the date of grant, subject to earlier vesting
                           in whole or in part in the event of a Change in
                           Control or the death, disability or other termination
                           of the Participant's employment, and (ii) Other
                           Stock-Based Awards settled in Shares that are subject
                           to vesting upon the attainment of performance
                           objectives, the minimum performance period shall be
                           one year.

                  (b)      Performance-Based Awards. Notwithstanding anything to
                           the contrary herein, certain Other Stock-Based Awards
                           granted under this Section 9 may be granted in a
                           manner which is intended to be deductible by the
                           Company under Section 162(m) of the Code (or any
                           successor section thereto) ("Performance-Based
                           Awards"). A Participant's Performance-Based Award
                           shall be determined based on the attainment of
                           written performance goals approved by the Committee
                           for a performance period of not less than one year
                           established by the Committee (i) while the outcome
                           for that performance period is substantially
                           uncertain and (ii) no more than 90 days after the
                           commencement of the performance period to which the
                           performance goal relates or, if less, the number of
                           days which is equal to 25 percent of the relevant
                           performance period. The performance goals, which must
                           be objective, shall be based upon one or more of the
                           following criteria: (i) consolidated earnings before
                           or after taxes (including earnings before interest,
                           taxes, depreciation and amortization); (ii) net
                           income; (iii) operating income; (iv) earnings per
                           Share; (v) book value per Share; (vi) return on
                           shareholders' equity; (vii) expense management;
                           (viii) return on investment; (ix) improvements in
                           capital structure; (x) profitability of an
                           identifiable business unit or product; (xi)
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                                       11


                           maintenance or improvement of profit margins; (xii)
                           stock price; (xiii) market share; (xiv) revenues or
                           sales; (xv) costs; (xvi) cash flow; (xvii) working
                           capital and (xviii) return on assets. The foregoing
                           criteria may relate to the Company, one or more of
                           its Affiliates or one or more of its or their
                           divisions or units, or any combination of the
                           foregoing, and may be applied on an absolute basis
                           and/or be relative to one or more peer group
                           companies or indices, or any combination thereof, all
                           as the Committee shall determine. In addition, to the
                           degree consistent with Section 162(m) of the Code (or
                           any successor section thereto), the performance goals
                           may be calculated without regard to extraordinary
                           items. The Committee shall determine whether, with
                           respect to a performance period, the applicable
                           performance goals have been met with respect to a
                           given Participant and, if they have, shall so certify
                           and ascertain the amount of the applicable
                           Performance-Based Award. No Performance-Based Awards
                           will be paid for such performance period until such
                           certification is made by the Committee. The amount of
                           the Performance-Based Award actually paid to a given
                           Participant may be less than the amount determined by
                           the applicable performance goal formula, at the
                           discretion of the Committee. The amount of the
                           Performance-Based Award determined by the Committee
                           for a performance period shall be paid to the
                           Participant at such time as determined by the
                           Committee in its sole discretion after the end of
                           such performance period; provided, however, that a
                           Participant may, if and to the extent permitted by
                           the Committee and consistent with the provisions of
                           Section 162(m) of the Code, elect to defer payment of
                           a Performance-Based Award.

10.      ADJUSTMENTS UPON CERTAIN EVENTS

                  Notwithstanding any other provisions in the Plan to the
contrary, the following provisions shall apply to all Awards granted under the
Plan:

                  (a)      Generally. In the event of any change in the
                           outstanding Shares after the Effective Date by reason
                           of any Share dividend or split, reorganization,
                           recapitalization, merger, consolidation, spin-off,
                           combination, combination or transaction or exchange
                           of Shares or other corporate exchange, or any
                           distribution to shareholders of Shares other than
                           regular cash dividends or any transaction similar to
                           the foregoing, the Committee in its sole discretion
                           and without liability to any person may make such
                           substitution or adjustment, if any, as it deems to be
                           equitable, as to (i) the number or kind of Shares or
                           other securities issued or reserved for issuance
                           pursuant to the Plan or pursuant to outstanding
                           Awards, (ii) the maximum number of Shares for which
                           Awards (including limits established for Restricted
                           Stock or Other Stock-Based Awards) may be granted
                           during a calendar year to any Participant, (iii) the
                           Option Price or exercise price of any Stock
                           Appreciation Right and/or (iv) any other affected
                           terms of such Awards.

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                                       12


                  (b)      Change in Control. In the event of a Change in
                           Control after the Effective Date, the Committee may,
                           but shall not be obligated to, (A) accelerate, vest
                           or cause the restrictions to lapse with respect to,
                           all or any portion of an Award or (B) cancel Awards
                           for fair value (as determined in the sole discretion
                           of the Committee) which, in the case of Options and
                           Stock Appreciation Rights, may equal the excess, if
                           any, of value of the consideration to be paid in the
                           Change in Control transaction to holders of the same
                           number of Shares subject to such Options or Stock
                           Appreciation Rights (or, if no consideration is paid
                           in any such transaction, the Fair Market Value of the
                           Shares subject to such Options or Stock Appreciation
                           Rights) over the aggregate exercise price of such
                           Options or Stock Appreciation Rights or (C) provide
                           for the issuance of substitute Awards that will
                           substantially preserve the otherwise applicable terms
                           of any affected Awards previously granted hereunder
                           as determined by the Committee in its sole discretion
                           or (D) provide that for a period of at least 30 days
                           prior to the Change in Control, such Options shall be
                           exercisable as to all shares subject thereto and that
                           upon the occurrence of the Change in Control, such
                           Options shall terminate and be of no further force
                           and effect.

11.      NO RIGHT TO EMPLOYMENT OR AWARDS

                  The granting of an Award under the Plan shall impose no
obligation on the Company or any Affiliate to continue the Employment of a
Participant and shall not lessen or affect the Company's or Subsidiary's right
to terminate the Employment of such Participant. No Participant or other person
shall have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Participants, or holders of Awards. The terms and
conditions of Awards and the Committee's determinations and interpretations with
respect thereto need not be the same with respect to each Participant (whether
or not such Participants are similarly situated).

12.      SUCCESSORS AND ASSIGNS

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

13.      NONTRANSFERABILITY OF AWARDS

                  Unless otherwise determined by the Committee, an Award shall
not be transferable or assignable by the Participant otherwise than by will or
by the laws of descent and distribution. An Award exercisable after the death of
a Participant may be exercised by the legatees, personal representatives or
distributees of the Participant.

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                                       13


14.      AMENDMENTS OR TERMINATION

                  The Board or the Committee may amend, alter or discontinue the
Plan, but no amendment, alteration or discontinuation shall be made, (a) without
the approval of the shareholders of the Company, if such action would (except as
is provided in Section 10 of the Plan), increase the total number of Shares
reserved for the purposes of the Plan or increase the maximum number of Shares
of Restricted Stock or Other Stock-Based Awards that may be awarded hereunder,
or the maximum number of Shares for which Awards may be granted to any
Participant, (b) without the consent of a Participant, if such action would
diminish any of the rights of the Participant under any Award theretofore
granted to such Participant under the Plan or (c) to Section 5(b), relating to
repricing of Options or Stock Appreciation Rights, to permit such repricing;
provided, however, that the Committee may amend the Plan in such manner as it
deems necessary to permit the granting of Awards meeting the requirements of the
Code or other applicable laws.

15.      INTERNATIONAL PARTICIPANTS

                  With respect to Participants who reside or work outside the
United States of America and who are not (and who are not expected to be)
"covered employees" within the meaning of Section 162(m) of the Code, the
Committee may, in its sole discretion, amend the terms of the Plan or Awards
with respect to such Participants in order to conform such terms with the
requirements of local law or to obtain more favorable tax or other treatment for
a Participant, the Company or an Affiliate.

16.      OTHER BENEFIT PLANS

                  All Awards shall constitute a special incentive payment to the
Participant and shall not be taken into account in computing the amount of
salary or compensation of the Participant for the purpose of determining any
benefits under any pension, retirement, profit-sharing, bonus, life insurance or
other benefit plan of the Company or under any agreement between the Company and
the Participant, unless such plan or agreement specifically provides otherwise.

17.      CHOICE OF LAW

                  The Plan shall be governed by and construed in accordance with
the laws of the State of New York without regard to conflicts of laws, and
except as otherwise provided in the pertinent Award agreement, any and all
disputes between a Participant and the Company or any Affiliate relating to an
Award shall be brought only in a state or federal court of competent
jurisdiction sitting in Manhattan, New York.

18.      EFFECTIVENESS OF THE PLAN

                  The Plan shall be effective as of the Effective Date, subject
to the approval of the shareholders of the Company.