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                                                                    EXHIBIT 10.9


                                CAREMARK RX, INC.
                         1998 EMPLOYEE STOCK OPTION PLAN


ARTICLE 1. ESTABLISHMENT, OBJECTIVES AND DURATION

1.1      ESTABLISHMENT OF THE PLAN. Caremark Rx, Inc., a Delaware corporation
(hereinafter referred to as the "Company"), hereby establishes a compensation
plan to be known as the "Caremark Rx, Inc. 1998 Employee Stock Option Plan"
(hereinafter referred to as the "Plan"), as set forth in this document. The Plan
permits the grant of Options and is intended to fit within the exception to the
New York Stock Exchange's shareholder approval requirement for broadly-based
stock option plans set forth in section 312.03(a)(2) of the New York Stock
Exchange Listed Company Manual as of the date hereof.

The Plan shall become effective as of August 6, 1998 (the "Effective Date") and
shall remain in effect as provided in Section 1.3 hereof.

1.2      OBJECTIVES OF THE PLAN. The objectives of the Plan are to optimize the
profitability and growth of the Company through the use of stock options, which
are consistent with the Company's objectives and which link the interests of
Participants to those of the Company's stockholders; to provide Participants
with an inducement for excellence in individual performance; and to promote
teamwork among Participants.

The Plan is further intended to provide flexibility to the Company in its
ability to motivate, attract, and retain the services of Participants who make
significant contributions to the Company's success and to allow Participants to
share in the success of the Company.

1.3      DURATION OF THE PLAN. The Plan shall commence on the Effective Date, as
described in Section 1.1 hereof, and shall remain in effect, subject to the
right of the Board of Directors or the Committee to amend or terminate the Plan
at any time pursuant to Article 11 hereof, until all Shares subject to it shall
have been purchased or acquired according to the Plan's provisions.


ARTICLE 2. DEFINITIONS

Whenever used in the Plan, the following terms shall have the meanings set forth
below, and when the meaning is intended, the initial letter of the word shall be
capitalized:

2.1        "AFFILIATE" means a "parent corporation" or "subsidiary corporation"
as defined in Section 424 of the Code.


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2.2        "AWARD" means, individually or collectively, a grant under this Plan
of Options.

2.3      "AWARD AGREEMENT" means either (i) an agreement entered into by the
Company and each Participant setting forth the terms and provisions applicable
to Awards granted under this Plan or (ii) a certificate executed by the Company
and delivered to the Participant evidencing and setting forth the terms and
provisions applicable to Awards granted under this Plan.

2.4      "BENEFICIAL OWNER" OR "BENEFICIAL OWNERSHIP" shall have the meaning
ascribed to such term in Rule 13d-3 of the General Rules and Regulations under
the Exchange Act.

2.5        "BOARD" OR "BOARD OF DIRECTORS" means the Board of Directors of the
Company.

2.6      "CAUSE" shall be determined by the Committee, exercising good faith and
reasonable judgment, and shall mean the occurrence of any one or more of the
following:

         (a)      The willful and continued failure by the Participant to
substantially perform his duties (other than any such failure resulting from the
Participant's Disability) after a written demand for substantial performance is
delivered by the Committee to the Participant that specifically identifies the
manner in which the Committee believes that the Participant has not
substantially performed his duties, and the Participant has failed to remedy the
situation within 30 calendar days of receiving such notice; or

         (b)      The Participant's conviction for committing an act of fraud,
embezzlement, theft or another act constituting a felony; or

         (c)      The willful engaging by the Participant in gross misconduct
materially and demonstrably injurious to the Company, as determined by the
Committee. However, no act or failure to act on the Participant's part shall be
considered "willful" unless done, or omitted to be done, by the Participant not
in good faith and without reasonable belief that his action or omission was in
the best interest of the Company.

2.7      "CHANGE IN CONTROL" of the Company shall be deemed to have occurred as
of the first day that any one or more of the following conditions shall have
been satisfied:

         (a)      The acquisition by any Person of Beneficial Ownership of 20%
or more of either (i) the then outstanding shares of Common Stock of the
Company, or (ii) the combined voting power of the outstanding voting securities
of the


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Company entitled to vote generally in the selection of Directors; provided,
however, that for purposes of this subsection, the following transactions shall
not constitute a Change of Control: (A) any acquisition directly from the
Company through a public offering of shares of Common Stock of the Company, (B)
any acquisition by the Company, (C) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company, or (D) any acquisition by any corporation pursuant to
a transaction which complies with clauses (i), (ii) and (iii) of subsection (c)
below;

         (b)      The cessation, for any reason, of the individuals who
constitute the Company's Board of Directors as of the date hereof ("Incumbent
Board") to constitute at least a majority of the Company's Board of Directors;
provided, however, that any individual becoming a Director following the date
hereof whose election, or nomination for election by the Company's stockholders,
was approved by a vote of at least a majority of the Directors then comprising
the Incumbent Board shall be considered as though such individual was a member
of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs because of an actual or threatened
election contest with respect to the election or removal of Directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Company's Board of Directors;

         (c)      The consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets of the
Company ("Business Combination") unless, following such Business Combination,
(i) all or substantially all of the individuals and entities who were the
Beneficial Owners, respectively, of the outstanding shares of Common Stock of
the Company and the outstanding voting securities of the Company immediately
before such Business Combination beneficially own, directly or indirectly, more
than 50% of, respectively, the then outstanding shares of Common Stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of Directors, as the case may be, of the Company
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership
immediately before such Business Combination of the outstanding shares of Common
Stock and the outstanding voting securities of the Company, as the case may be;
(ii) no party (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company or
such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed


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before the Business Combination; and (iii) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Company's Board of Directors at the time of the
execution of the initial agreement, or of the action of the Company's Board of
Directors, providing for such Business Combination;

         (d)      The approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company; or

         (e)      Any other condition or event (i) that the Committee determines
to be a "Change in Control" within the meaning of this Section 2.7 and (ii) that
is set forth as a supplement to this Section 2.7 in the Award Agreement.

2.8      "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

2.9      "COMMITTEE" means the Compensation Committee of the Board, as specified
in Article 3 herein, or such other Committee appointed by the Board to
administer the Plan with respect to grants of Awards.

2.10    "COMMON STOCK" means Caremark Rx, Inc. common stock, $.001 par value.

2.11     "COMPANY" means Caremark Rx, Inc., and also means any corporation of
which a majority of the voting capital stock is owned directly or indirectly by
Caremark Rx, Inc. or by any of its Subsidiaries, and any other corporation
designated by the Committee as being a Company hereunder (but only during the
period of such ownership or designation).

2.12     "DIRECTOR" means any individual who is a member of the Board of
Directors of Caremark Rx, Inc.

2.13     "DISABILITY", as applied to a Participant, means that the Participant
(a) has established to the satisfaction of the Committee that the Participant is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to last for a
continuous period of not less than 12 months (all within the meaning of Section
22(e)(3) of the Code), and (b) has satisfied any requirement imposed by the
Committee in regard to evidence of such disability.

2.14     "EFFECTIVE DATE" shall have the meaning ascribed to such term in
Section 1.1 hereof.

2.15     "ELIGIBLE PERSON" shall mean all Employees, Directors or officers of
the Company or any affiliate, the majority of whom are neither officers nor
Directors of the Company.


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2.16     "EMPLOYEE" means any officer or employee of the Company.

2.17     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor act thereto.

2.18     "FAIR MARKET VALUE" Except as otherwise determined by the Committee,
the "Fair Market Value" of a share of Common Stock as of any date shall be equal
to the closing sale price of a share of Common Stock as reported on The National
Association of Securities Dealers' New York Stock Exchange Composite Reporting
Tape (or if the Common Stock is not traded on the New York Stock Exchange, the
closing sale price on the exchange on which it is traded or as reported by an
applicable automated quotation system) (the "Composite Tape"), on the applicable
date or, if no sales of Common Stock are reported on such date, the closing sale
price of a share of Common Stock on the date the Common Stock was last reported
on the Composite Tape (or such other exchange or automated quotation system, if
applicable).

2.19     "IMMEDIATE FAMILY MEMBERS" means the spouse, children and grandchildren
of a Participant.

2.20     "INSIDER" shall mean an individual who is, on the relevant date, a
Director, a 10% Beneficial Owner of any class of the Company's equity securities
that is registered pursuant to Section 12 of the Exchange Act or an officer of
the Company, as defined under Section 16 of the Exchange Act and as determined
by the Board of Directors from time to time.

2.21     "NONEMPLOYEE DIRECTOR" means an individual who is a member of the Board
of Directors of the Company but who is not an Employee of the Company.

2.22     "OPTION" means an option to purchase Shares granted under Article 6
herein and which is not intended to meet the requirements of Code Section 422.

2.23     "OPTION PRICE" means the price at which a Share may be purchased by a
Participant pursuant to an Option.

2.24     "PARTICIPANT" means an Eligible Person who has outstanding an Award
granted under the Plan.

2.25     "PERSON" shall have the meaning ascribed to such term in Section 3(a)
(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including
a "group" as defined in Section 13(d) thereof.

2.26       "PLAN" means the Caremark Rx, Inc. 1998 Employee Stock Option Plan.

2.27     "SHARES" means Common Stock of Caremark Rx, Inc., par value $.001 per
share.


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2.28     "SUBSIDIARY" means any corporation, partnership, joint venture or other
entity in which the Company has a majority voting interest.

ARTICLE 3. ADMINISTRATION

3.1      THE COMMITTEE. The Plan shall be administered by the Committee, or by
any other committee appointed by the Board, which Committee shall consist solely
of two or more "Nonemployee Directors" within the meaning of Rule 16b-3 under
the Exchange Act, or any successor provision. The members of the Committee shall
be appointed from time to time by, and shall serve at the discretion of, the
Board of Directors.

3.2      AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Certificate of Incorporation or Bylaws of the Company, and subject to the
provisions herein, the Committee shall have full power to select Participants
who shall participate in the Plan; determine the sizes and types of Awards;
determine the terms and conditions of Awards in a manner not inconsistent with
the Plan; construe and interpret the Plan and any agreement or instrument
entered into under the Plan as they apply to Participants; establish, amend or
waive rules and regulations for the Plan's administration as they apply to
Participants; alter, amend, suspend or terminate the Plan in whole or in part;
and (subject to the provisions of Article 11 herein) amend the terms and
conditions of any outstanding Award to the extent such terms and conditions are
within the discretion of the Committee as provided in the Plan. As permitted by
law, the Committee may delegate its authority as identified herein.

3.3      DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders and
resolutions of the Board shall be final, conclusive and binding on all persons,
including the Company, its stockholders, Employees, Participants and their
estates and beneficiaries.

3.4      COSTS OF PLAN. The costs and expenses incurred in the operation and
administration of the Plan shall be borne by the Company.

ARTICLE 4. SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

4.1      NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to adjustment as
provided in Section 4.2 herein, the number of Shares hereby reserved for
issuance to Participants under the Plan shall be Seven Million (7,000,000).

Shares issued upon exercise of Options under the Plan may be either authorized
but unissued Shares or Shares reacquired by the Company. If, on or prior to the
termination of the Plan, an Award granted thereunder expires or is terminated
for any reason without having been exercised or vested in full, the unpurchased


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or unvested Shares covered thereby will again become available for the grant of
Awards under the Plan. Shares covered by Options surrendered in connection with
the exercise of other Options shall not be deemed to have been exercised and
shall again become available for the grant of awards under the Plan.

4.2      ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in
corporate capitalization, such as a stock split, or a corporate transaction,
such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property (excluding cash dividends) of the Company, any
reorganization (whether or not such reorganization comes within the definition
of such term in Code Section 368) or any partial or complete liquidation of the
Company, an adjustment shall be made in the number and class of Shares which may
be delivered under Section 4.1, in the number and class of and/or price of
Shares subject to outstanding Awards granted under the Plan, and in the Award
limits set forth in Section 4.1, as may be determined to be appropriate and
equitable by the Committee, in its sole discretion, to prevent dilution or
enlargement of rights; provided, however, that the number of Shares subject to
any Award shall always be a whole number.

ARTICLE 5. ELIGIBILITY AND PARTICIPATION

5.1        ELIGIBILITY. All Eligible Persons are eligible to participate in this
Plan.

5.2      ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all Eligible Persons, those to
whom Awards shall be granted and shall determine the nature and amount of each
Award.

ARTICLE 6. STOCK OPTIONS

6.1      GRANT OF OPTIONS. Subject to the terms and provisions of the Plan,
Options may be granted to Eligible Persons in such number, and upon such terms,
and at any time and from time to time as shall be determined by the Committee.

6.2      AWARD AGREEMENT. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as the
Committee shall determine. The Award Agreement also shall specify that the
Option is intended to be a nonqualified stock option whose grant is intended not
to fall under the provisions of Code Section 422.

6.3      OPTION PRICE. The Option Price for each grant of an Option under this
Plan shall be at least equal to 100% of the Fair Market Value of a Share on the
date the Option is granted.


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6.4      VESTING OF OPTIONS. Unless otherwise designated by the Compensation
Committee, each Option granted pursuant to the Plan shall vest as follows:

         (a)      34% of the Options granted shall vest on the Option grant
date;

         (b)      33% of the Options granted shall vest on each of the first
anniversary and second anniversary of the Option grant date; provided, however,
that if during the first year after the Option grant date, the stock price of
the Company's common stock closes at or above $12.00 for any twenty (20) out of
thirty (30) consecutive trading days, the 33% of the Options due to vest on the
first anniversary of the Option grant date shall vest immediately at the end of
such 20th day; and, provided further, that if during the second year after the
Option grant date, the stock price of the Company's common stock closes at or
above $18.00 for any twenty (20) out of thirty (30) consecutive trading days,
the 33% of Options due to vest on the second anniversary of the Option grant
date shall vest immediately at the end of such 20th day.

6.5      DURATION OF OPTIONS. Each Option granted to an Employee shall expire at
such time as the Committee shall determine at the time of grant; provided,
however, that no Option shall be exercisable later than the tenth anniversary
date of its grant.

6.6      EXERCISE OF OPTIONS. Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for
each grant or for each Participant.

6.7      PAYMENT. Options granted under this Article 6 shall be exercised in
accordance with rules and procedures established by the Committee or, in the
absence of such rules and procedures, (i) in accordance with the Award Agreement
or (ii) by the delivery of a proper notice of exercise to the Company, setting
forth the number of Shares with respect to which the Option is to be exercised.

No shares of Common Stock shall be issued on the exercise of an Option unless
the Option Price is paid for in full at the time of exercise. Payment shall be
made in cash, check in a form acceptable to the Company or other instrument
acceptable to the Company. In addition, subject to compliance with applicable
laws and regulations and such conditions as the Committee may impose, the
Committee may elect to accept payment in shares of Common Stock of the Company
which are already owned by the Participant, valued at the Fair Market Value
thereof on the date of exercise. The Committee may also allow a Participant to
exercise an Option by use of proceeds to be received from the sale of Common
Stock issuable pursuant to the Option being exercised. Moreover, the Committee,
acting in its absolute discretion, may authorize payment in any combination of
the foregoing payment options, and the Committee, acting in its absolute


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discretion, may, subject to the applicable provisions of Delaware law, elect to
accept payment in the form of a note acceptable to the Committee or in the form
of any other property acceptable to the Committee.

As soon as practicable after receipt of proper notification of exercise and full
payment, the Company, if requested by the Participant, shall deliver to the
Participant, in the Participant's name, Share certificates in an appropriate
amount based upon the number of Shares purchased under the Option(s).

6.8      RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option
granted under this Article 6 as it may deem advisable, including, without
limitation, restrictions under applicable federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares.

6.9      TERMINATION OF EMPLOYMENT. Except as otherwise provided in an Award
Agreement, any Option, to the extent it has not been previously exercised, shall
terminate upon the earliest to occur of: (a) the expiration of the Option period
set forth in the Option Award Agreement; (b) the expiration of 12 months
following the Participant's death or Disability; (c) immediately upon
termination for Cause; or (d) the expiration of 90 days following the
Participant's termination of employment for any reason other than Cause, Change
in Control, death, Disability.

6.10     TRANSFERABILITY OF OPTIONS. To the extent not prohibited by any
statute, rule or regulation applicable to the Plan, the Options or the
registration with the Securities and Exchange Commission of the Common Stock to
be issued upon exercise of the Options, the Committee may, in its discretion,
authorize all or a portion of Options granted to a Participant to be on terms
which permit transfer by such Participant to (i) Immediate Family Members, (ii)
a trust or trusts for the exclusive benefit of such Immediate Family Members, or
(iii) a partnership in which such Immediate Family Members are the only
partners, provided that (A) there may be no consideration for any such transfer,
(B) the Award Agreement pursuant to which such Options are granted must be
approved by the Committee, and must expressly provide for transferability in a
manner consistent with this Section, and (C) subsequent transfers of transferred
Options shall be prohibited except those by will or the laws of descent and
distribution. Following transfer, any such Options shall continue to be subject
to the same terms and conditions as were applicable immediately prior to
transfer, provided that for purposes of this Plan, the term "Participant" shall
be deemed to refer to the transferee. The events of termination of employment
shall continue to be applied with respect to the original Participant, following
which the Options shall be exercisable by the transferee only to the extent, and
for the periods specified in this


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Section 6.9. Notwithstanding the foregoing, should the Committee provide that
Options granted be transferable, the Company by such action incurs no obligation
to notify or otherwise provide notice to a transferee of early termination of
the Option. In the event of a transfer, as set forth above, the original
Participant is and will remain subject to and responsible for any applicable
withholding taxes upon the exercise of such Options.

ARTICLE 7. BENEFICIARY DESIGNATION

A Participant under the Plan may make written designation of a beneficiary on
forms prescribed by and filed with the Corporate Secretary of the Company. Such
beneficiary or, if no such designation of any beneficiary has been made, the
legal representative of such Participant or such other person entitled thereto
as determined by a court of competent jurisdiction, may exercise, in accordance
with and subject to the provisions of Article 6, any unterminated and unexpired
Option granted to such Participant to the same extent that the Participant
himself could have exercised such Option were he alive or able; provided,
however, that no Option granted under the Plan shall be exercisable for more
Shares than the Participant could have purchased thereunder on the date his
employment by, or other relationship with, the Company and its Subsidiaries was
terminated.

ARTICLE 8. RIGHTS OF EMPLOYEES

8.1      EMPLOYMENT. Nothing in the Plan shall interfere with or limit in any
way the right of the Company to terminate any Participant's employment at any
time, nor confer upon any Participant any right to continue in the employ of the
Company.

8.2      PARTICIPATION. No Employee shall have the right to be selected to
receive an Award under this Plan or, having been so selected, to be selected to
receive a future Award.

ARTICLE 9. CHANGE IN CONTROL

9.1      TREATMENT OF OUTSTANDING AWARDS. Except as may otherwise be provided in
the applicable Award Agreement and unless otherwise specifically prohibited
under applicable laws, or by the rules and regulations of any governing
governmental agencies or national securities exchanges, upon the occurrence of a
Change in Control, any Option granted hereunder shall become immediately
exercisable, and shall remain exercisable throughout its term.

9.2      TERMINATION, AMENDMENT, AND MODIFICATIONS OF CHANGE IN CONTROL
PROVISIONS. Notwithstanding any other provision of this Plan or any Award
Agreement provision, the provisions of this Article 9 may not be terminated,


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amended or modified on or after the date of a Change in Control to affect
adversely any Award theretofore granted under the Plan without the prior written
consent of the Participant with respect to said Participant's outstanding
Awards.

ARTICLE 10.      SALE OF BUSINESS UNIT OF COMPANY

The Committee, in connection with the sale of any Subsidiary, Affiliate,
division or other business unit of the Company, may within the Committee's sole
and absolute discretion cause any or all Options granted hereunder to
Participants whose Options or rights under Options will be adversely affected by
such transaction (a) to become immediately exercisable, or (b) to remain
exercisable after such transaction for such period as the Committee deems
appropriate under the circumstances, or both (a) and (b). The provisions of this
Article 10 and the actions of the Committee taken pursuant to this Article 10
shall be effective upon action of the Committee alone without amendment to any
Award Agreement or the consent of any Participant.

ARTICLE 11.      AMENDMENT, MODIFICATION, AND TERMINATION

11.1     AMENDMENT, MODIFICATION AND TERMINATION. Subject to Section 9.2 of this
Plan, the Board or the Committee may at any time and from time to time, alter,
amend, suspend or terminate the Plan in whole or in part.

Notwithstanding the foregoing, neither the Company nor the Board or Committee on
its behalf may cancel outstanding Awards and issue substitute Awards in
replacement thereof, reduce the exercise price of any outstanding Options or
alter the class of participants in the Plan without stockholder approval.

11.2     ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS.
Subject to Section 9.2 of this Plan, the Committee may make adjustments in the
terms and conditions of, and the criteria included in, Awards in recognition of
unusual or nonrecurring events (including, without limitation, the events
described in Section 4.2 hereof) affecting the Company or the financial
statements of the Company or of changes in applicable laws, regulations or
accounting principles, whenever the Committee determines that such adjustments
are appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan.

11.3     AWARDS PREVIOUSLY GRANTED. No termination, amendment or modification of
the Plan shall adversely affect in any material way any Award previously granted
under the Plan, without the written consent of the Participant holding such
Award.


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ARTICLE 12.      WITHHOLDING

12.1     TAX WITHHOLDING. The Company shall have the power and the right to
deduct or withhold or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable event
arising as a result of this Plan.

12.2     SHARE WITHHOLDING. To the extent provided by the Committee, a
Participant may elect to have any distribution to be made under this Plan to be
withheld or to surrender to the Company shares of Common Stock already owned by
the Participant to fulfill any tax withholding obligation.

ARTICLE 13.      INDEMNIFICATION

Each person who is or shall have been a member of the Committee, or of the
Board, shall be indemnified and held harmless by the Company against and from
any loss, cost, liability or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit or proceeding to which he or she may be a party or in which he or she may
be involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him or her in settlement thereof,
with the Company's approval, or paid by him or her in satisfaction of any
judgment in any such action, suit or proceeding against him or her, provided he
or she shall give the Company an opportunity, at its own expense, to handle and
defend the same before he or she undertakes to handle and defend it on his or
her own behalf. The foregoing right of indemnification shall not be exclusive of
any other rights of indemnification to which such persons may be entitled under
the Company's Certificate of Incorporation or Bylaws, as a matter of law or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.

ARTICLE 14.      SUCCESSORS

All obligations of the Company under the Plan with respect to Awards granted
hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase, of
all or substantially all of the business and/or assets of the Company, or a
merger, consolidation or otherwise.

ARTICLE 15.      LEGAL CONSTRUCTION

15.1     GENDER AND NUMBER. Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine; the plural shall
include the singular; and, the singular shall include the plural.


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15.2     SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

15.3     REQUIREMENTS OF LAW. The granting of Awards and the issuance of Shares
under the Plan shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or national securities
exchanges as may be required.

15.4     SECURITIES LAW COMPLIANCE. With respect to Insiders, transactions under
this Plan are intended to comply with all applicable conditions of Rule 16b-3 or
its successors under the Exchange Act. To the extent any provision of the Plan
or action by the Committee fails to so comply, it shall be deemed null and void,
to the extent permitted by law and deemed advisable by the Committee.

15.5       GOVERNING LAW. To the extent not preempted by federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the state of Delaware.


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