EXHIBIT (10)(m)
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                                                             EXHIBIT B

                               LANDAUER, INC.
                        2005 LONG-TERM INCENTIVE PLAN

I.    INTRODUCTION

      1.1   PURPOSES.  The purposes of the Landauer, Inc. 2005 Long-Term
Incentive Plan (this "Plan") are (i) to align the interests of the
Company's stockholders and the recipients of awards under this Plan by
increasing the proprietary interest of such recipients in the Company's
growth and success, (ii) to advance the interests of the Company by
attracting and retaining directors, officers and other employees and (iii)
to motivate such persons to act in the long-term best interests of the
Company's stockholders.  For purposes of this Plan, references to
employment by the Company shall also mean employment by a Subsidiary.

      1.2   CERTAIN DEFINITIONS.

      "Agreement" shall mean the written agreement evidencing an award
hereunder between the Company and the recipient of such award.

      "Board" shall mean the Board of Directors of the Company.

      "Cause" shall mean any willful act of dishonesty, conviction of a
felony, significant activities harmful to the reputation or business of the
Company, refusal to perform or substantial disregard of duties properly
assigned or significant violation of any statutory or common law duty of
loyalty to the Company, in each case as determined by not less than
two-thirds of the members of the Board.

      "Change in Control" shall have the meaning set forth in Section
 6.8(b).

      "Code" shall mean the Internal Revenue Code of 1986, as amended.

      "Committee" shall mean the Committee designated by the Board,
consisting of three or more members of the Board, each of whom shall be (i)
a "Non-Employee Director" within the meaning of Rule 16b-3 under the
Exchange Act, (ii) an "outside director" within the meaning of Section
162(m) of the Code and (iii) "independent" within the meaning of the rules
of the New York Stock Exchange or, if the Common Stock is not listed on the
New York Stock Exchange, within the meaning of the rules of the principal
national stock exchange on which the Common Stock is then traded.

      "Common Stock" shall mean the common stock, par value $.10 per share,
of the Company.

      "Company" shall mean Landauer, Inc., a Delaware corporation, or any
successor thereto.

      "Disability" shall mean the inability of the holder of an award to
perform the essential functions such holder's position, with or without
reasonable accommodation, for a continuous period of at least six months,
as determined solely by the Committee.

      "Employment Termination Date" shall mean, in the case of the
termination by the Company of an employee's employment, the date specified
in the Company's written notice to such employee of such employee's
termination of employment or, if no date is specified in such notice, the
date that the Company notifies such employee in writing of such termination
of employment and, in the case of the termination by an employee of
employment with the Company, the date specified in such employee's written
notice to the Company of such employee's termination of employment or, if
no date is specified in such notice, the date on which the Company shall
first receive written notification from such employee of such termination
of employment.

                                     B-1


<PAGE>


      "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

      "Fair Market Value" shall mean the average of the high and low
transaction prices of a share of Common Stock as reported on the New York
Stock Exchange on the date as of which such value is being determined or,
if the Common Stock is not listed on the New York Stock Exchange, the
average of the high and low transaction prices of a share of Common Stock
on the principal national stock exchange on which the Common Stock is
traded on the date as of which such value is being determined or, if there
shall be no reported transactions for such date, on the next preceding date
for which transactions were reported; PROVIDED, HOWEVER, that if Fair
Market Value for any date cannot be so determined, Fair Market Value shall
be determined by the Committee by whatever means or method as the
Committee, in the good faith exercise of its discretion, shall at such time
deem appropriate.

      "Free-Standing SAR" shall mean an SAR which is not granted in tandem
with, or by reference to, an option, which entitles the holder thereof to
receive, upon exercise, shares of Common Stock (which may be Restricted
Stock), cash or a combination thereof with an aggregate value equal to the
excess of the Fair Market Value of one share of Common Stock on the date of
exercise over the base price of such SAR, multiplied by the number of such
SARs which are exercised.

      "Incentive Stock Option" shall mean an option to purchase shares of
Common Stock that meets the requirements of Section 422 of the Code, or any
successor provision, which is intended by the Committee to constitute an
Incentive Stock Option.

      "Incumbent Board" shall have the meaning set forth in Section
6.8(b)(2).

      "Non-Employee Director" shall mean any director of the Company who is
not an officer or employee of the Company or any Subsidiary.

      "Non-Statutory Stock Option" shall mean a stock option which is not
an Incentive Stock Option.

      "Outstanding Common Stock" shall have the meaning set forth in
Section 6.8(b)(1).

      "Outstanding Voting Securities" shall have the meaning set forth in
Section 6.8(b)(1).

      "Performance Measures" shall mean the criteria and objectives,
established by the Committee, which shall be satisfied or met (i) as a
condition to the grant or exercisability of all or a portion of an option
or SAR or (ii) during the applicable Restriction Period or Performance
Period as a condition to the holder's receipt, in the case of a Restricted
Stock Award or a Performance Share Award, of the shares of Common Stock
subject to such award, or, in the case of a Restricted Stock Unit Award or
a Performance Share Unit Award, of the shares of Common Stock subject to
such award or of payment with respect to such award. To the extent
necessary for an award to be qualified performance-based compensation under
Section 162(m) of the Code and the regulations thereunder, such criteria
and objectives shall include one or more of the following:  the attainment
by a share of Common Stock of a specified Fair Market Value for a specified
period of time, earnings per share, return on equity, earnings or net
income of the Company, revenues, market share, cash flows or cost reduction
goals, or any combination of the foregoing.  In the sole discretion of the
Committee, the Committee may amend or adjust the Performance Measures or
other terms and conditions of an outstanding award in recognition of
unusual or nonrecurring events affecting the Company or its financial
statements or changes in law or accounting principles.





                                     B-2


<PAGE>


      "Performance Option" shall mean an Incentive Stock Option or
Non-Statutory Stock Option, the grant of which or the exercisability of all
or a portion of which is contingent upon the attainment of specified
Performance Measures within a specified Performance Period.

      "Performance Period" shall mean any period designated by the
Committee during which (i) the Performance Measures applicable to an award
shall be measured and (ii) the conditions to vesting applicable to an award
shall remain in effect.

      "Performance Share" shall mean a share of Common Stock, the vesting
of which is subject to the attainment of specified Performance Measures
within a specified Performance Period.

      "Performance Share Award" shall mean an award of Performance Shares
under this Plan.

      "Performance Share Unit" shall mean a right to receive, contingent
upon the attainment of specified Performance Measures within a specified
Performance Period, one share of Common Stock, which may be Restricted
Stock, or in lieu thereof, the Fair Market Value of such Performance Share
in cash.

      "Performance Share Unit Award" shall mean an award of Performance
Share Units under this Plan.

      "Performance Unit" shall mean a right to receive, contingent upon the
attainment of specified Performance Measures within a specified Performance
Period, a specified cash amount or, in lieu thereof, shares of Common Stock
having a Fair Market Value equal to such cash amount.

      "Performance Unit Award" shall mean an award of Performance Units
under this Plan.

      "Permanent and Total Disability" shall have the meaning set forth in
Section 22(e)(3) of the Code or any successor thereto.

      "Restricted Stock" shall mean shares of Common Stock which are
subject to a Restriction Period and which may, in addition thereto, be
subject to the attainment of specified Performance Measures within a
specified Performance Period.

      "Restricted Stock Award" shall mean an award of Restricted Stock
under this Plan.

      "Restricted Stock Unit" shall mean a right to receive one share of
Common Stock or, in lieu thereof, the Fair Market Value of such share of
Common Stock in cash, which shall be contingent upon the expiration of a
specified Restriction Period and which may, in addition thereto, be
contingent upon the attainment of specified Performance Measures within a
specified Performance Period.

      "Restricted Stock Unit Award" shall mean an award of Restricted Stock
Units under this Plan.

      "Restriction Period" shall mean any period designated by the
Committee during which (i) the Common Stock subject to a Restricted Stock
Award may not be sold, transferred, assigned, pledged, hypothecated or
otherwise encumbered or disposed of, except as provided in this Plan or the
Agreement relating to such award, or (ii) the conditions to vesting
applicable to a Restricted Stock Unit Award shall remain in effect.

      "SAR" shall mean a stock appreciation right which may be a
Free-Standing SAR or a Tandem SAR.

      "Stock Award" shall mean a Restricted Stock Award, a Restricted Stock
Unit Award, a Performance Share Award or a Performance Share Unit Award.



                                     B-3


<PAGE>


      "Subsidiary" shall mean any corporation, limited liability company,
partnership, joint venture or similar entity in which the Company owns,
directly or indirectly, an equity interest possessing more than 50% of the
combined voting power of the total outstanding equity interests of such
entity.

      "Tandem SAR" shall mean an SAR which is granted in tandem with, or by
reference to, an option (including a Non-Statutory Stock Option granted
prior to the date of grant of the SAR), which entitles the holder thereof
to receive, upon exercise of such SAR and surrender for cancellation of all
or a portion of such option, shares of Common Stock (which may be
Restricted Stock), cash or a combination thereof with an aggregate value
equal to the excess of the Fair Market Value of one share of Common Stock
on the date of exercise over the base price of such SAR, multiplied by the
number of shares of Common Stock subject to such option, or portion
thereof, which is surrendered.

      "Tax Date" shall have the meaning set forth in Section 6.5.

      "Ten Percent Holder" shall have the meaning set forth in Section
2.1(a).

      1.3   ADMINISTRATION.  This Plan shall be administered by the
Committee.  Any one or a combination of the following awards may be made
under this Plan to eligible persons: (i) options to purchase shares of
Common Stock in the form of Incentive Stock Options or Non-Statutory Stock
Options (which may include Performance Options), (ii) SARs in the form of
Tandem SARs or Free-Standing SARs, (iii) Stock Awards in the form of
Restricted Stock, Restricted Stock Units, Performance Shares or Performance
Share Units and (iv) Performance Units.  The Committee shall, subject to
the terms of this Plan, select eligible persons for participation in this
Plan and determine the form, amount and timing of each award to such
persons and, if applicable, the number of shares of Common Stock, the
number of SARs, the number of Restricted Stock Units, the number of
Performance Share Units and the number of Performance Units subject to such
an award, the exercise price or base price associated with the award, the
time and conditions of exercise or settlement of the award and all other
terms and conditions of the award, including, without limitation, the form
of the Agreement evidencing the award.  The Committee may, in its sole
discretion and for any reason at any time, subject to the requirements of
Section 162(m) of the Code and regulations thereunder in the case of an
award intended to be qualified performance-based compensation, take action
such that (i) any or all outstanding options and SARS shall become
exercisable in part or in full, (ii) all or a portion of the Restriction
Period applicable to any outstanding Restricted Stock or Restricted Stock
Units shall lapse, (iii) all or a portion of the Performance Period
applicable to any outstanding Performance Shares, Performance Share Units
or Performance Units shall lapse and (iv) the Performance Measures (if any)
applicable to any outstanding award shall be deemed to be satisfied at the
maximum or any other level.  The Committee shall, subject to the terms of
this Plan, interpret this Plan and the application thereof, establish rules
and regulations it deems necessary or desirable for the administration of
this Plan and may impose, incidental to the grant of an award, conditions
with respect to the award, such as limiting competitive employment or other
activities.  All such interpretations, rules, regulations and conditions
shall be conclusive and binding on all parties.

      The Committee may delegate some or all of its power and authority
hereunder to the Board or, subject to applicable law, to the Chief
Executive Officer or other executive officer of the Company as the
Committee deems appropriate; PROVIDED, HOWEVER, that (i) the Committee may
not delegate its power and authority to the Board or the Chief Executive
Officer or other executive officer of the Company with regard to the grant
of an award to any person who is a "covered employee" within the meaning of






                                     B-4


<PAGE>


Section 162(m) of the Code or who, in the Committee's judgment, is likely
to be a covered employee at the time during the period an award hereunder
to such employee would be outstanding and (ii) the Committee may not
delegate its power and authority to the Chief Executive Officer or other
executive officer of the Company with regard to the selection for
participation in this Plan of an officer, director or other person subject
to Section 16 of the Exchange Act or decisions concerning the timing,
pricing or amount of an award to such an officer, director or other person.

      No member of the Board or Committee, and neither the Chief Executive
Officer nor any other executive officer to whom the Committee delegates any
of its power and authority hereunder, shall be liable for any act,
omission, interpretation, construction or determination made in connection
with this Plan in good faith, and the members of the Board and the
Committee and the Chief Executive Officer or other executive officer shall
be entitled to indemnification and reimbursement by the Company in respect
of any claim, loss, damage or expense (including attorneys' fees) arising
therefrom to the full extent permitted by law (except as otherwise may be
provided in the Company's Certificate of Incorporation and/or By-laws) and
under any directors' and officers' liability insurance that may be in
effect from time to time.

      A majority of the Committee shall constitute a quorum.  Except as
otherwise required in the definition of the term "Cause" in Section 1.2,
the acts of the Committee shall be either (i) acts of a majority of the
members of the Committee present at any meeting at which a quorum is
present or (ii) acts approved in writing by all of the members of the
Committee without a meeting.

      1.4   ELIGIBILITY.  Participants in this Plan shall consist of such
officers, other employees and nonemployee directors, and persons expected
to become officers, other employees and nonemployee directors, of the
Company and its Subsidiaries as the Committee in its sole discretion may
select from time to time.  The Committee's selection of a person to
participate in this Plan at any time shall not require the Committee to
select such person to participate in this Plan at any other time.

      1.5   SHARES AVAILABLE.  Subject to adjustment as provided in Section
6.7, 500,000 shares of Common Stock shall be available under this Plan,
reduced by the sum of the aggregate number of shares of Common Stock which
become subject to outstanding options, outstanding Free-Standing SARs and
outstanding Stock Awards and delivered upon the settlement of Performance
Units.  To the extent that shares of Common Stock subject to an outstanding
option (other than in connection with the exercise of a Tandem SAR), Free-
Standing SAR or Stock Award are not issued or delivered by reason of the
expiration, termination, cancellation or forfeiture of such award or by
reason of the delivery of shares of Common Stock to pay all or a portion of
the exercise price of an award, if any, or the delivery or withholding of
shares to satisfy all or a portion of the tax withholding obligations and
other taxes referred to in Section 6.5 relating to an award, then such
shares of Common Stock shall again be available under this Plan.

      Shares of Common Stock to be delivered under this Plan shall be made
available from authorized and unissued shares of Common Stock, or
authorized and issued shares of Common Stock reacquired and held as
treasury shares or otherwise or a combination thereof.

      To the extent necessary for an award to be qualified performance-
based compensation under Section 162(m) of the Code and the regulations
thereunder (i) the maximum number of shares of Common Stock with respect to
which options or SARs or a combination thereof may be granted during any
fiscal year of the Company to any person shall be 75,000, subject to
adjustment as provided in Section 6.7; (ii) the maximum number of shares of
Common Stock with respect to which Stock Awards subject to Performance
Measures may be granted during any fiscal year of the Company to any person
shall be 50,000, subject to adjustment as provided in Section 6.7, and
(iii) the maximum amount that may be payable with respect to Performance
Units granted during any fiscal year of the Company to any person shall be
$1,000,000.

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<PAGE>


II.   STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

      2.1   STOCK OPTIONS.  The Committee may, in its discretion, grant
options to purchase shares of Common Stock to such eligible persons as may
be selected by the Committee.  Each option, or portion thereof, that is not
an Incentive Stock Option, shall be a Non-Statutory Stock Option.  Each
Incentive Stock Option shall be granted within ten years of the effective
date of this Plan. To the extent that the aggregate Fair Market Value
(determined as of the date of grant) of shares of Common Stock with respect
to which options designated as Incentive Stock Options are exercisable for
the first time by a participant during any calendar year (under this Plan
or any other plan of the Company, or any parent or Subsidiary) exceeds the
amount (currently $100,000) established by the Code, such options shall
constitute Non-Statutory Stock Options.

      Options shall be subject to the following terms and conditions and
shall contain such additional terms and conditions, not inconsistent with
the terms of this Plan, as the Committee shall deem advisable:

      (a)   NUMBER OF SHARES AND PURCHASE PRICE.  The number of shares of
Common Stock subject to an option and the purchase price per share of
Common Stock purchasable upon exercise of the option shall be determined by
the Committee; PROVIDED, HOWEVER, that the purchase price per share of
Common Stock purchasable upon exercise of a Non-Statutory Stock Option or
an Incentive Stock Option shall not be less than 100% of the Fair Market
Value of a share of Common Stock on the date of grant of such option;
PROVIDED FURTHER, that if an Incentive Stock Option shall be granted to any
person who, at the time such option is granted, owns capital stock
possessing more than 10 percent of the total combined voting power of all
classes of capital stock of the Company (or of any parent or Subsidiary) (a
"Ten Percent Holder"), the purchase price per share of Common Stock shall
not be less than the price (currently 110% of Fair Market Value) required
by the Code in order to constitute an Incentive Stock Option.

      (b)   OPTION PERIOD AND EXERCISABILITY.  The period during which an
option may be exercised shall be determined by the Committee; PROVIDED,
HOWEVER, that no option shall be exercised later than 10 years after its
date of grant; PROVIDED FURTHER, that if an Incentive Stock Option shall be
granted to a Ten Percent Holder, such option shall not be exercised later
than five years after its date of grant.  The Committee may, in its
discretion, determine that an option is to be granted as a Performance
Option and may establish an applicable Performance Period and Performance
Measures which shall be satisfied or met as a condition to the grant of
such option or to the exercisability of all or a portion of such option.
The Committee shall determine whether an option shall become exercisable in
cumulative or non-cumulative installments and in part or in full at any
time.  An exercisable option, or portion thereof, may be exercised only
with respect to whole shares of Common Stock.

      (c)   METHOD OF EXERCISE.  An option may be exercised (i) by giving
written notice to the Company specifying the number of whole shares of
Common Stock to be purchased and accompanying such notice with payment
therefor in full (or arrangement made for such payment to the Company's
satisfaction) either (A) in cash, (B) by delivery (either actual delivery
or by attestation procedures established by the Company) of previously
owned whole shares of Common Stock (which the optionee has held for at
least six months prior to delivery of such shares and for which the
optionee has good title, free and clear of all liens and encumbrances)
having a Fair Market Value, determined as of the date of exercise, equal to
the aggregate purchase price payable by reason of such exercise, (C) except
as may be prohibited by applicable law, in cash by a broker-dealer
acceptable to the Company to whom the optionee has submitted an irrevocable
notice of exercise or (D) a combination of (A) and (B), in each case to the
extent set forth in the Agreement relating to the option, (ii) if
applicable, by surrendering to the Company any Tandem SARs which are
cancelled by reason of the exercise of the option and (iii) by executing




                                     B-6


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such documents as the Company may reasonably request.  Any fraction of a
share of Common Stock which would be required to pay such purchase price
shall be disregarded and the remaining amount due shall be paid in cash by
the optionee.  No certificate representing Common Stock shall be delivered
until the full purchase price therefor and any withholding taxes thereon,
as described in Section 6.5, have been paid (or arrangement made for such
payment to the Company's satisfaction).

      2.2   STOCK APPRECIATION RIGHTS.  The Committee may, in its
discretion, grant SARs to such eligible persons as may be selected by the
Committee.  The Agreement relating to an SAR shall specify whether the SAR
is a Tandem SAR or a Free-Standing SAR.

      SARs shall be subject to the following terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the
terms of this Plan, as the Committee shall deem advisable:

      (a)   NUMBER OF SARS AND BASE PRICE.  The number of SARs subject to
an award shall be determined by the Committee.  Any Tandem SAR related to
an Incentive Stock Option shall be granted at the same time that such
Incentive Stock Option is granted.  The base price of a Tandem SAR shall be
the purchase price per share of Common Stock of the related option.  The
base price of a Free-Standing SAR shall be determined by the Committee;
PROVIDED, HOWEVER, that such base price shall not be less than 100% of the
Fair Market Value of a share of Common Stock on the date of grant of such
SAR.

      (b)   EXERCISE PERIOD AND EXERCISABILITY.  The Agreement relating to
an award of SARs shall specify whether such award may be settled in shares
of Common Stock (including shares of Restricted Stock) or cash or a
combination thereof.  The period for the exercise of an SAR shall be
determined by the Committee; PROVIDED, HOWEVER, that no SAR may be
exercised later than 10 years after its date of grant; PROVIDED FURTHER,
that no Tandem SAR shall be exercised later than the expiration,
cancellation, forfeiture or other termination of the related option.  The
Committee may, in its discretion, establish Performance Measures which
shall be satisfied or met as a condition to the grant of an SAR or to the
exercisability of all or a portion of an SAR.  The Committee shall
determine whether an SAR may be exercised in cumulative or non-cumulative
installments and in part or in full at any time.  An exercisable SAR, or
portion thereof, may be exercised, in the case of a Tandem SAR, only with
respect to whole shares of Common Stock and, in the case of a Free-Standing
SAR, only with respect to a whole number of SARs.  If an SAR is exercised
for shares of Restricted Stock, a certificate or certificates representing
such Restricted Stock shall be issued in accordance with Section 3.2(c) and
the holder of such Restricted Stock shall have such rights of a stockholder
of the Company as determined pursuant to Section 3.2(d).  Prior to the
exercise of an SAR for shares of Common Stock, including Restricted Stock,
the holder of such SAR shall have no rights as a stockholder of the Company
with respect to the shares of Common Stock subject to such SAR.

      (c)   METHOD OF EXERCISE.  A Tandem SAR may be exercised (i) by
giving written notice to the Company specifying the number of whole SARs
which are being exercised, (ii) by surrendering to the Company any options
which are cancelled by reason of the exercise of the Tandem SAR and (iii)
by executing such documents as the Company may reasonably request.  A Free-
Standing SAR may be exercised (i) by giving written notice to the Company
specifying the whole number of SARs which are being exercised and (ii) by
executing such documents as the Company may reasonably request.











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      2.3   TERMINATION OF EMPLOYMENT.

      (a)   DISABILITY.  Subject to paragraph (f) below and unless
otherwise specified in the Agreement relating to an option or SAR, as the
case may be, if the employment with the Company of the holder of an option
or SAR terminates by reason of Disability, each option and SAR held by such
holder shall be fully exercisable and may thereafter be exercised by such
holder (or such holder's legal representative or similar person) until and
including the earlier to occur of (i) the date which is one year (or such
other period as set forth in the Agreement relating to such option or SAR)
after such holder's Employment Termination Date and (ii) the expiration
date of the term of such option or SAR.

      (b)   RETIREMENT.  Subject to paragraph (f) below and unless
otherwise specified in the Agreement relating to an option or SAR, as the
case may be, if the employment with the Company of the holder of an option
or SAR terminates by reason of retirement on or after age 65 (or prior to
age 65 with the consent of the Committee) each option and SAR held by such
holder shall be fully exercisable and may thereafter be exercised by such
holder (or such holder's legal representative or similar person) until and
including the earlier to occur of (i) the date which is one year (or such
other period as set forth in the Agreement relating to such option or SAR)
after such holder's Employment Termination Date and (ii) the expiration
date of the term of such option or SAR.

      (c)   DEATH.  Subject to paragraph (f) below and unless otherwise
specified in the Agreement relating to an option or SAR, as the case may
be, if the employment with the Company of the holder of an option or SAR
terminates by reason of death, each option and SAR held by such holder
shall be fully exercisable and may thereafter be exercised by such holder's
executor, administrator, legal representative, beneficiary or similar
person, as the case may be, until and including the earlier to occur of (i)
the date which is one year (or such other period as set forth in the
Agreement relating to such option or SAR) after the date of death and (ii)
the expiration date of the term of such option or SAR; PROVIDED, HOWEVER,
that, in the event that the date of death is less than six months prior to
such expiration date, such holder's executor, administrator, legal
representative, beneficiary or similar person, as the case may be, shall
have not less than six months from the date of death to so exercise such
option or SAR (except that, in the event that such option is an Incentive
Stock Option, such period of exercise shall not under any circumstance
extend beyond the tenth anniversary of the date of grant of such Incentive
Stock Option).

      (d)   OTHER TERMINATION.  If the employment with the Company of the
holder of an option or SAR is terminated by the Company for Cause, each
option and SAR held by such holder shall terminate automatically on such
holder's Employment Termination Date.

      Subject to paragraph (f) below and unless otherwise specified in the
Agreement relating to an option or SAR or in an employment agreement or
severance plan or agreement having terms relating to an option or SAR, as
the case may be, if the employment with the Company of the holder of an
option or SAR terminates for any reason other than Disability, retirement
on or after age 65 (or prior to age 65 with the consent of the Committee),
death or Cause, each option and SAR held by such holder shall be
exercisable only to the extent that such option or SAR is exercisable on
such holder's Employment Termination Date and may thereafter be exercised
by such holder (or such holder's legal representative or similar person)
until and including the earlier to occur of (i) the date which is three
months (or such other period as set forth in the Agreement relating to such
option or SAR) after such holder's Employment Termination Date and (ii) the
expiration date of the term of such option or SAR.







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      (e)   DEATH FOLLOWING TERMINATION OF EMPLOYMENT.  Subject to
paragraph (f) below and unless otherwise specified in the Agreement
relating to an option or SAR, as the case may be, if the holder of an
option or SAR dies during the period set forth in Section 2.3(a) following
termination of employment by reason of Disability, or if the holder of an
option or SAR dies during the period set forth in Section 2.3(b) following
termination of employment by reason of retirement on or after age 65 (or
prior to age 65 with the consent of the Committee), or if the holder of an
option or SAR dies during the period set forth in Section 2.3(d) following
termination of employment for any reason other than Disability or
retirement on or after age 65 (or prior to age 65 with the consent of the
Committee) (or, in each case, such other period as set forth in the
Agreement relating to such option or SAR), each option and SAR held by such
holder shall be exercisable only to the extent that such option or SAR, as
the case may be, is exercisable on the date of such holder's death and may
thereafter be exercised by the holder's executor, administrator, legal
representative, beneficiary or similar person, as the case may be, until
and including the earlier to occur of (i) the date which is one year (or
such other period as set forth in the Agreement relating to such option or
SAR) after the date of death and (ii) the expiration date of the term of
such option or SAR; PROVIDED, HOWEVER, that, in the event that the date of
death is less than six months prior to such expiration date, such holder's
executor, administrator, legal representative, beneficiary or similar
person, as the case may be, shall have not less than six months from the
date of death to so exercise such option or SAR (except that, in the event
that such option is an Incentive Stock Option, such period of exercise
shall not under any circumstance extend beyond the tenth anniversary of the
date of grant of such Incentive Stock Option).

      (f)   TERMINATION OF EMPLOYMENT - INCENTIVE STOCK OPTIONS.  Unless
otherwise specified in the Agreement relating to the option, if the
employment with the Company of a holder of an Incentive Stock Option
terminates by reason of Permanent and Total Disability, each Incentive
Stock Option held by such optionee shall become fully exercisable and may
thereafter be exercised by such optionee (or such optionee's legal
representative or similar person) until and including the earlier to occur
of (i) the date which is one year (or such shorter period as set forth in
the Agreement relating to such option) after such optionee's Employment
Termination Date by reason of Permanent and Total Disability and (ii) the
expiration date of the term of such option.

      Unless otherwise specified in the Agreement relating to the option,
if the employment with the Company of a holder of an Incentive Stock Option
terminates by reason of death, each Incentive Stock Option held by such
optionee shall become fully exercisable and may thereafter be exercised by
such optionee's executor, administrator, legal representative, beneficiary
or similar person until and including the earlier to occur of (i) the date
which is one year (or such shorter period as set forth in the Agreement
relating to such option) after the date of death and (ii) the expiration
date of the term of such option.

      If the employment with the Company of the optionee of an Incentive
Stock Option is terminated by the Company for Cause, each Incentive Stock
Option held by such optionee shall terminate automatically on the effective
date of such optionee's termination of employment.  If the employment with
the Company of a holder of an Incentive Stock Option terminates for any
reason other than Permanent and Total Disability, death or Cause, each
Incentive Stock Option held by such optionee shall be exercisable only to
the extent such option is exercisable on the effective date of such
optionee's termination of employment and may thereafter be exercised by
such holder (or such holder's legal representative or similar person) until
and including the earlier to occur of (i) the date which is three months
after such optionee's Employment Termination Date and (ii)  the expiration
date of the term of such option.






                                     B-9


<PAGE>


      If the holder of an Incentive Stock Option dies during the period set
forth in the first paragraph of this Section 2.3(f) following termination
of employment by reason of Permanent and Total Disability (or such shorter
period as set forth in the Agreement relating to such option), or if the
holder of an Incentive Stock Option dies during the period set forth in the
third paragraph of this Section 2.3(f) following termination of employment
for any reason other than Permanent and Total Disability, death or Cause,
each Incentive Stock Option held by such optionee shall be exercisable only
to the extent such option is exercisable on the date of the optionee's
death and may thereafter be exercised by the optionee's executor,
administrator, legal representative, beneficiary or similar person until
and including the earlier to occur of (i) the date which is one year (or
such shorter period as set forth in the Agreement relating to such option)
after the date of death and (ii) the expiration date of the term of such
option.

      2.4   NO REPRICING.  Notwithstanding anything in this Plan to the
contrary and subject to Section 6.7, without the approval of the
stockholders of the Company the Committee will not amend or replace any
previously granted option or SAR in a transaction that constitutes a
"repricing," as such term is used in Section 303A.08 of the Listed Company
Manual of the New York Stock Exchange.

III.  STOCK AWARDS

      3.1   STOCK AWARDS.  The Committee may, in its discretion, grant
Stock Awards to such eligible persons as may be selected by the Committee.
The Agreement relating to a Stock Award shall specify whether the Stock
Award is a Restricted Stock Award, a Restricted Stock Unit Award, a
Performance Share Award or a Performance Share Unit Award.

      3.2   TERMS OF RESTRICTED STOCK AWARDS.  Restricted Stock Awards
shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the terms of
this Plan, as the Committee shall deem advisable.

      (a)   NUMBER OF SHARES AND OTHER TERMS.  The number of shares of
Common Stock subject to a Restricted Stock Award and the Restriction Period
and Performance Measures (if any) applicable to a Restricted Stock Award
shall be determined by the Committee.

      (b)   VESTING AND FORFEITURE.  The Agreement relating to a Restricted
Stock Award shall provide, in the manner determined by the Committee, in
its discretion, and subject to the provisions of this Plan, for the vesting
of the shares of Common Stock subject to such award (i) if the holder of
such award remains continuously in the employment of the Company during the
specified Restriction Period and (ii) if specified Performance Measures (if
any) are satisfied or met during a specified Performance Period, and for
the forfeiture of the shares of Common Stock subject to such award (x) if
the holder of such award does not remain continuously in the employment of
the Company during the specified Restriction Period or (y) if specified
Performance Measures (if any) are not satisfied or met during a specified
Performance Period.

      (c)   STOCK CERTIFICATES.  During the Restriction Period, a
certificate or certificates representing a Restricted Stock Award shall be
registered in the holder's name and may bear a legend, in addition to any
legend which may be required pursuant to Section 6.6, indicating that the
ownership of the shares of Common Stock represented by such certificate is
subject to the restrictions, terms and conditions of this Plan and the
Agreement relating to the Restricted Stock Award.  All such certificates
shall be deposited with the Company, together with stock powers or other
instruments of assignment (including a power of attorney), each endorsed in







                                    B-10


<PAGE>


blank with a guarantee of signature if deemed necessary or appropriate,
which would permit transfer to the Company of all or a portion of the
shares of Common Stock subject to the Restricted Stock Award in the event
such award is forfeited in whole or in part.  Upon termination of any
applicable Restriction Period (and the satisfaction or attainment of
applicable Performance Measures), subject to the Company's right to require
payment of any taxes in accordance with Section 6.5, a certificate or
certificates evidencing ownership of the requisite number of shares of
Common Stock shall be delivered to the holder of such award.

      (d)   RIGHTS WITH RESPECT TO RESTRICTED STOCK AWARDS.  Unless
otherwise set forth in the Agreement relating to a Restricted Stock Award,
and subject to the terms and conditions of a Restricted Stock Award, the
holder of such award shall have all rights as a stockholder of the Company,
including, but not limited to, voting rights, the right to receive
dividends and the right to participate in any capital adjustment applicable
to all holders of Common Stock; PROVIDED, HOWEVER, that a distribution with
respect to shares of Common Stock, other than a regular cash dividend,
shall be deposited with the Company and shall be subject to the same
restrictions as the shares of Common Stock with respect to which such
distribution was made.

      3.3   TERMS OF RESTRICTED STOCK UNIT AWARDS.  Restricted Stock Unit
Awards shall be subject to the following terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the
terms of this Plan, as the Committee shall deem advisable.

      (a)   NUMBER OF SHARES AND OTHER TERMS.  The number of shares of
Common Stock subject to a Restricted Stock Unit Award and the Restriction
Period and Performance Measures (if any) applicable to a Restricted Stock
Unit Award shall be determined by the Committee.

      (b)   VESTING AND FORFEITURE.  The Agreement relating to a Restricted
Stock Unit Award shall provide, in the manner determined by the Committee,
in its discretion, and subject to the provisions of this Plan, for the
vesting of such Restricted Stock Unit Award (i) if the holder of such award
remains continuously in the employment of the Company during the specified
Restriction Period and (ii) if specified Performance Measures (if any) are
satisfied or met during a specified Performance Period, and for the
forfeiture of the shares of Common Stock subject to such award (x) if the
holder of such award does not remain continuously in the employment of the
Company during the specified Restriction Period or (y) if specified
Performance Measures (if any) are not satisfied or met during a specified
Performance Period.

      (c)   SETTLEMENT OF VESTED RESTRICTED STOCK UNIT AWARDS.  The
Agreement relating to a Restricted Stock Unit Award shall specify (i)
whether such award may be settled in shares of Common Stock or cash or a
combination thereof and (ii) whether the holder thereof shall be entitled
to receive, on a current or deferred basis, dividend equivalents, and, if
determined by the Committee, interest on, or the deemed reinvestment of,
any deferred dividend equivalents, with respect to the number of shares of
Common Stock subject to such award.  Prior to the settlement of a
Restricted Stock Unit Award, the holder of such award shall have no rights
as a stockholder of the Company with respect to the shares of Common Stock
subject to such award.

      3.4   TERMS OF PERFORMANCE SHARE AWARDS.  Performance Share Awards
shall be subject to the following terms and conditions and shall be subject
to such additional terms and conditions, not inconsistent with the terms of
this Plan, as the Committee shall deem advisable.

      (a)   NUMBER OF SHARES AND OTHER TERMS.  The number of shares of
Common Stock subject to a Performance Share Award and the Performance
Measures and Performance Period applicable to a Performance Share Award
shall be determined by the Committee.




                                    B-11


<PAGE>


      (b)   VESTING AND FORFEITURE.  The Agreement relating to a
Performance Share Award  shall provide, in the manner determined by the
Committee, in its discretion, and subject to the provisions of this Plan,
for the vesting of the shares of Common Stock subject to such award if  the
specified Performance Measures are satisfied or met during the specified
Performance Period and for the forfeiture of the shares of Common Stock
subject to such award if the specified Performance Measures are not
satisfied or met during the specified Performance Period.

      (c)   STOCK CERTIFICATES.  During the Performance Period, a
certificate or certificates representing a Performance Share Award shall be
registered in the holder's name and may bear a legend, in addition to any
legend which may be required pursuant to Section 6.6, indicating that the
ownership of the shares of Common Stock represented by such certificate is
subject to the restrictions, terms and conditions of this Plan and the
Agreement relating to the Performance Share Award.  All such certificates
shall be deposited with the Company, together with stock powers or other
instruments of assignment (including a power of attorney), each endorsed in
blank with a guarantee of signature if deemed necessary or appropriate,
which would permit transfer to the Company of all or a portion of the
shares of Common Stock subject to the Performance Share Award in the event
such award is forfeited in whole or in part.  Upon the satisfaction or
attainment of applicable Performance Measures, subject to the Company's
right to require payment of any taxes in accordance with Section 6.5, a
certificate or certificates evidencing ownership of the requisite number of
shares of Common Stock shall be delivered to the holder of such award.

      (d)   RIGHTS WITH RESPECT TO PERFORMANCE SHARE AWARDS.  Unless
otherwise set forth in the Agreement relating to a Performance Share Award,
and subject to the terms and conditions of a Performance Share Award, the
holder of such award shall have all rights as a stockholder of the Company,
including, but not limited to, voting rights, the right to receive
dividends and the right to participate in any capital adjustment applicable
to all holders of Common Stock; PROVIDED, HOWEVER, that a distribution with
respect to shares of Common Stock, other than a regular cash dividend,
shall be deposited with the Company and shall be subject to the same
restrictions as the shares of Common Stock with respect to which such
distribution was made.

      3.5   TERMS OF PERFORMANCE SHARE UNIT AWARDS.  Performance Share Unit
Awards shall be subject to the following terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the
terms of this Plan, as the Committee shall deem advisable.

      (a)   NUMBER OF SHARES AND OTHER TERMS.  The number of shares of
Common Stock subject to a Performance Share Unit Award and the Performance
Measures and Performance Period applicable to a Performance Share Unit
Award shall be determined by the Committee.

      (b)   VESTING AND FORFEITURE.  The Agreement relating to a
Performance Share Unit Award shall provide, in the manner determined by the
Committee, in its discretion, and subject to the provisions of this Plan,
for the vesting of such Performance Share Unit Award if the specified
Performance Measures are satisfied or met during the specified Performance
Period and for the forfeiture of the shares of Common Stock subject to such
award if the specified Performance Measures are not satisfied or met during
the specified Performance Period.

      (c)   SETTLEMENT OF VESTED PERFORMANCE SHARE UNIT AWARDS.  The
Agreement relating to a Performance Share Unit Award shall specify (i)
whether such award may be settled in shares of Common Stock or cash or a
combination thereof and (ii) whether the holder thereof shall be entitled
to receive, on a current or deferred basis, dividend equivalents and, if
determined by the Committee, interest on, or the deemed reinvestment of,
any deferred dividend equivalents, with respect to the number of shares of
Common Stock subject to such award.  Prior to the settlement of a
Performance Share Unit Award, the holder of such award shall have no rights
as a stockholder of the Company with respect to the shares of Common Stock
subject to such award.

                                    B-12


<PAGE>


      3.6   TERMINATION OF EMPLOYMENT.

      (a)   DISABILITY, RETIREMENT, DEATH OR OTHER TERMINATION.  Unless
otherwise specified in the Agreement relating to a Stock Award or in an
employment agreement or severance plan or agreement having terms relating
to a Stock Award, if the employment with the Company of the holder of such
award terminates by reason of Disability, retirement on or after age 65 (or
prior to age 65 with the consent of the Committee), death or any other
reason, except termination for Cause (i) the portion of the Restricted
Stock Award or Restricted Stock Unit Award which is unvested as of such
holder's Employment Termination Date shall be forfeited and such portion
shall be cancelled by the Company, and (ii) the Performance Period
applicable to such award shall terminate as of such holder's Employment
Termination Date and all Performance Measures applicable to such award
shall be deemed to have been satisfied at the target level with respect to
the number of shares of Common Stock subject to such award multiplied by a
fraction, the numerator of which is the actual performance attained as of
such holder's Employment Termination Date and the denominator of which is
the target level of performance.

      (b)   TERMINATION FOR CAUSE.  Unless otherwise set forth in the
Agreement relating to a Stock Award or in an employment agreement or
severance plan or agreement having terms relating to a Stock Award, if the
employment with the Company of the holder of a Stock Award terminates for
Cause, the portion of the Stock Award which is unvested as of such holder's
Employment Termination Date shall be forfeited and such portion shall be
cancelled by the Company.

IV.   PERFORMANCE UNIT AWARDS

      4.1   PERFORMANCE UNIT AWARDS.  The Committee may, in its discretion,
grant Performance Unit Awards to such eligible persons as may be selected
by the Committee.

      4.2   TERMS OF PERFORMANCE UNIT AWARDS.  Performance Unit Awards
shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the terms of
this Plan, as the Committee shall deem advisable.

      (a)   NUMBER OF PERFORMANCE UNITS AND PERFORMANCE MEASURES.  The
number of Performance Units subject to a Performance Unit Award and the
Performance Measures and Performance Period applicable to a Performance
Unit Award shall be determined by the Committee.

      (b)   VESTING AND FORFEITURE.  The Agreement relating to a
Performance Unit Award shall provide, in the manner determined by the
Committee, in its discretion, and subject to the provisions of this Plan,
for the vesting of such Performance Unit Award if the specified Performance
Measures are satisfied or met during the specified Performance Period and
for the forfeiture of such award if the specified Performance Measures are
not satisfied or met during the specified Performance Period.

      (c)   SETTLEMENT OF VESTED PERFORMANCE UNIT AWARDS.  The Agreement
relating to a Performance Unit Award shall specify whether such award may
be settled in shares of Common Stock (including shares of Restricted Stock)
or cash or a combination thereof.  If a Performance Unit Award is settled
in shares of Restricted Stock, a certificate or certificates representing
such Restricted Stock shall be issued in accordance with Section 3.2(c) and
the holder of such Restricted Stock shall have such rights as a stockholder
of the Company as determined pursuant to Section 3.2(d).  Prior to the
settlement of a Performance Unit Award in shares of Common Stock, including
Restricted Stock, the holder of such award shall have no rights as a
stockholder of the Company.







                                    B-13


<PAGE>


      4.3   TERMINATION OF EMPLOYMENT.

      (a)   DISABILITY, RETIREMENT, DEATH OR OTHER TERMINATION.  Unless
otherwise set forth in the Agreement relating to a Performance Unit Award
or in an employment agreement or severance plan or agreement having terms
relating to a Performance Unit Award, if the employment with the Company of
the holder of such award terminates by reason of Disability, retirement on
or after age 65 (or prior to age 65 with the consent of the Committee),
death or any other reason, except termination for Cause, the Performance
Period applicable to such award shall terminate as of such holder's
Employment Termination Date and all Performance Measures applicable to such
award shall be deemed to have been satisfied at the target level with
respect to the number of Performance Units subject to such award multiplied
by a fraction, the numerator of which is the actual performance attained as
of such holder's Employment Termination Date and the denominator of which
is the target level of performance.

      (b)   TERMINATION FOR CAUSE.  Unless otherwise set forth in the
Agreement relating to a Performance Unit Award or in an employment
agreement or severance plan or agreement having terms relating to a
Performance Unit Award, if the employment with the Company of the holder of
a Performance Unit Award terminates for Cause, the portion of the
Performance Unit Award which is unvested as of such holder's Employment
Termination Date shall be forfeited and such portion shall be cancelled by
the Company.

V.    PROVISIONS RELATING TO NON-EMPLOYEE DIRECTORS

      5.1   ELIGIBILITY.  Each Non-Employee Director shall be granted
Restricted Stock Awards or Restricted Stock Unit Awards in accordance with
this Article V.

      5.2   GRANTS OF RESTRICTED STOCK OR RESTRICTED STOCK UNITS.  Each
Non-Employee Director shall be granted Restricted Stock Awards or
Restricted Stock Unit Awards as follows:

      (a)   TIME OF GRANT.  On the date of the 2005 annual meeting of
stockholders of the Company (or, if later, on the date on which a person is
first elected or begins to serve as a Non-Employee Director other than by
reason of termination of employment), and, thereafter, on the date of each
annual meeting of stockholders of the Company, each person who is a Non-
Employee Director immediately after such annual meeting of stockholders
shall be granted such number of shares of Restricted Stock or such number
of Restricted Stock Units as shall be determined by the Committee, in its
discretion  (which number shall be pro-rated if such Non-Employee Director
is first elected or begins to serve as a Non-Employee Director on a date
other than the date of an annual meeting of stockholders).

      (b)   VESTING.  Except as otherwise provided in this Article V and in
Section 6.8, Restricted Stock and Restricted Stock Units granted pursuant
to this Article V shall vest in full on the earlier of (i) the date that is
three years after the date of grant and (ii) the date of the third annual
meeting of stockholders of the Company following the date of grant.

      (c)   DEFERRAL.  A Non-Employee Director may elect to defer receipt
of all or any portion of the shares of Restricted Stock or payment of all
or any portion of the Restricted Stock Units that are granted pursuant to
this Article V.  Deferrals shall be for such periods and upon such terms as
the Committee may determine in its sole discretion.

      5.3   TERMS OF RESTRICTED STOCK AWARDS.  Restricted Stock Awards
shall be subject to the following additional terms and conditions:

      (a)   STOCK CERTIFICATES.  Stock certificates representing shares of
Restricted Stock granted pursuant to this Article V shall be subject to the
terms and conditions set forth in Section 3.2(c).




                                    B-14


<PAGE>


      (b)   RIGHTS WITH RESPECT TO RESTRICTED STOCK AWARDS.  The holder of
a Restricted Stock Award granted pursuant to this Article V shall have all
rights as a stockholder of the Company, including, but not limited to,
voting rights, the right to receive dividends and the right to participate
in any capital adjustment applicable to all holders of Common Stock;
PROVIDED, HOWEVER, that a distribution with respect to shares of Common
Stock, other than a regular cash dividend, shall be deposited with the
Company and shall be subject to the same restrictions as the shares of
Common Stock with respect to which such distribution was made.

      5.4   TERMS OF RESTRICTED STOCK UNIT AWARDS.  Restricted Stock Unit
Awards shall be subject to the following additional terms and conditions:

      (a)   DIVIDEND EQUIVALENTS.  Restricted Stock Units shall accrue
dividend equivalents at the same rate and at the same times as cash
dividends are paid on shares of Common Stock.  Such dividend equivalents
shall be retained by the Company on behalf of the Non-Employee Director,
reinvested in the form of additional Restricted Stock Units and become
payable at the same time and in the same manner as the Restricted Stock
Units upon which they shall have accrued.

      (b)   SETTLEMENT.  Subject to Section 5.2(c), as of the date of
vesting of any Restricted Stock Unit granted to a Non-Employee Director
pursuant to this Article V, such Restricted Stock Unit shall be converted
into the right to receive one share of Common Stock.  As soon as practical
thereafter the Company shall (i) issue one share of Common Stock to such
Non-Employee Director for each whole Restricted Stock Unit which shall have
vested and (ii) pay to such Non-Employee Director a cash amount in lieu of
any fractional Restricted Stock Unit which shall have vested.

      (c)   NO STOCKHOLDER RIGHTS.  Prior to the settlement of a Restricted
Stock Unit Award granted pursuant to this Article V, the holder of such
Restricted Stock Unit Award shall have no rights as a stockholder of the
Company with respect to the shares of Common Stock subject to such award.

      5.5   TERMINATION OF DIRECTORSHIP.

      (a)   DISABILITY.  If the holder of a Restricted Stock Award or a
Restricted Stock Unit Award granted pursuant to this Article V ceases to be
a director of the Company by reason of Disability, each share of Restricted
Stock or each Restricted Stock Unit subject to such award shall vest in
full.

      (b)   RETIREMENT.  If the holder of a Restricted Stock Award or a
Restricted Stock Unit Award granted pursuant to this Article V ceases to be
a director of the Company on or after age 70, each share of Restricted
Stock or each Restricted Stock Unit subject to such award shall vest in
full.

      (c)   DEATH.  If the holder of a Restricted Stock Award or a
Restricted Stock Unit Award granted pursuant to this Article V ceases to be
a director of the Company by reason of death, each share of Restricted
Stock or each Restricted Stock Unit subject to such award shall vest in
full.

      (d)   OTHER TERMINATION.  If the holder of a Restricted Stock Award
or a Restricted Stock Unit Award granted pursuant to this Article V ceases
to be a director of the Company for any reason other than Disability,
ceasing to be a director on or after age 70 or death, each share of
Restricted Stock or each Restricted Stock Unit subject to such award which
has not vested prior thereto shall be forfeited and all rights of such Non-
Employee Director to or with respect to such share of Restricted Stock or
such Restricted Stock Unit shall terminate unless the Committee, in its
sole discretion, accelerates the vesting thereof.






                                    B-15


<PAGE>


VI.   GENERAL

      6.1   EFFECTIVE DATE AND TERM OF PLAN.  This Plan shall be submitted
to the stockholders of the Company for approval at the Company's 2005
annual meeting of stockholders and, if approved by the affirmative vote of
a majority of the shares of Common Stock present in person or represented
by proxy at such annual meeting of stockholders, shall become effective on
the date of such approval.  This Plan shall terminate 10 years after its
effective date, unless terminated earlier by the Board. Termination of this
Plan shall not affect the terms or conditions of any award granted prior to
termination.

      Awards hereunder may be made at any time prior to the termination of
this Plan, provided that no award may be made later than 10 years after the
effective date of this Plan.  In the event that this Plan is not approved
by the stockholders of the Company, this Plan and any awards hereunder
shall be void and of no force or effect.

      6.2   AMENDMENTS.  The Board may amend this Plan as it shall deem
advisable, subject to any requirement of stockholder approval required by
applicable law, rule or regulation, including Section 162(m) of the Code
and any rule of the New York Stock Exchange, or, if the Common Stock is not
listed on the New York Stock Exchange, any rule of the principal national
stock exchange on which the Common Stock is then traded; PROVIDED, HOWEVER,
that no amendment may impair the rights of a holder of an outstanding award
without the consent of such holder.

      6.3   AGREEMENT.  Each award under this Plan shall be evidenced by an
Agreement setting forth the terms and conditions applicable to such award.
No award shall be valid until an Agreement is executed by the Company and
the recipient of such award and, upon execution by each party and delivery
of the Agreement to the Company, such award shall be effective as of the
effective date set forth in the Agreement.

      6.4   NON-TRANSFERABILITY.  Unless otherwise specified in the
Agreement relating to an award, no award shall be transferable other than
by will, the laws of descent and distribution or pursuant to beneficiary
designation procedures approved by the Company.  Except to the extent
permitted by the foregoing sentence or the Agreement relating to an award,
each award may be exercised or settled during the holder's lifetime only by
the holder or the holder's legal representative or similar person.  Except
as permitted by the second preceding sentence, no award may be sold,
transferred, assigned, pledged, hypothecated, encumbered or otherwise
disposed of (whether by operation of law or otherwise) or be subject to
execution, attachment or similar process.  Upon any attempt to so sell,
transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any
award, such award and all rights thereunder shall immediately become null
and void.

      6.5   TAX WITHHOLDING AND OTHER SETTLEMENTS IN LIEU OF TAXES.  The
Company shall have the right to require, prior to the issuance or delivery
of any shares of Common Stock or the payment of any cash pursuant to an
award made hereunder, payment by the holder of such award of any federal,
state, local or other taxes which may be required to be withheld or paid in
connection with such award.  An Agreement may provide that (i) the Company
shall withhold whole shares of Common Stock which would otherwise be
delivered to a holder, having an aggregate Fair Market Value determined as
of the date the obligation to withhold or pay taxes arises in connection
with an award (the "Tax Date"), or withhold an amount of cash which would
otherwise be payable to a holder, in the amount necessary to satisfy any
such obligation or (ii) the holder may satisfy any such obligation by any
of the following means: (A) a cash payment to the Company, (B) delivery
(either actual delivery or by attestation procedures established by the
Company) to the Company of previously owned whole shares of Common Stock
having an aggregate Fair Market Value, determined as of the Tax Date, equal





                                    B-16


<PAGE>


to the amount necessary to satisfy any such obligation, (C) authorizing the
Company to withhold whole shares of Common Stock which would otherwise be
delivered having an aggregate Fair Market Value, determined as of the Tax
Date, or withhold an amount of cash which would otherwise be payable to a
holder, equal to the amount necessary to satisfy any such obligation, (D)
in the case of the exercise of an option and except as may be prohibited by
applicable law, a cash payment by a broker-dealer acceptable to the Company
to whom the optionee has submitted an irrevocable notice of exercise or (E)
any combination of (A), (B) and (C), in each case to the extent set forth
in the Agreement relating to the award.  Shares of Common Stock to be
delivered or withheld may not have an aggregate Fair Market Value in excess
of the amount determined by applying the minimum statutory withholding
rate.  Any fraction of a share of Common Stock which would be required to
satisfy such an obligation shall be disregarded and the remaining amount
due shall be paid in cash by the holder.

      6.6   RESTRICTIONS ON SHARES.  Each award made hereunder shall be
subject to the requirement that if at any time the Company determines that
the listing, registration or qualification of the shares of Common Stock
subject to such award upon any securities exchange or under any law, or the
consent or approval of any governmental body, or the taking of any other
action is necessary or desirable as a condition of, or in connection with,
the delivery of shares thereunder, such shares shall not be delivered
unless such listing, registration, qualification, consent, approval or
other action shall have been effected or obtained, free of any conditions
not acceptable to the Company.  The Company may require that certificates
evidencing shares of Common Stock delivered pursuant to any award made
hereunder bear a legend indicating that the sale, transfer or other
disposition thereof by the holder is prohibited except in compliance with
the Securities Act of 1933, as amended, and the rules and regulations
thereunder.

      6.7   ADJUSTMENT.  In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, spin-off or other similar change in
capitalization or event, or any distribution to holders of Common Stock
other than a regular cash dividend, the number and class of securities
available under this Plan, the number and class of securities subject to
each outstanding option and the purchase price per security, the terms of
each outstanding SAR, the maximum number of securities with respect to
which options or SARs may be granted during any fiscal year of the Company
to any one grantee, the terms of each outstanding Restricted Stock Award,
Restricted Stock Unit Award, Performance Share Award and Performance Share
Unit Award, including the number and class of securities subject thereto,
the terms of each outstanding Performance Unit, the maximum number of
shares of Common Stock that may be awarded during any fiscal year of the
Company pursuant to a Performance Share Award or a Performance Share Unit
Award to any one grantee, the maximum amount that may be payable pursuant
to any Performance Unit Award granted during any fiscal year of the Company
to any one grantee, and the number of shares of Restricted Stock and the
number of Restricted Stock Units to be granted to Non-Employee Directors
pursuant to Article V shall be appropriately adjusted by the Committee,
such adjustments to be made in the case of outstanding options and SARs
without an increase in the aggregate purchase price or base price.  The
decision of the Committee regarding any such adjustment shall be final,
binding and conclusive.  If any such adjustment would result in a
fractional security being (a) available under this Plan, such fractional
security shall be disregarded, or (b) subject to an award under this Plan,
the Company shall pay the holder of such award, in connection with the
first vesting, exercise or settlement of such award, in whole or in part,
occurring after such adjustment, an amount in cash determined by
multiplying (i) the fraction of such security (rounded to the nearest
hundredth) by (ii) the excess, if any, of (A) the Fair Market Value on the
vesting, exercise or settlement date over (B) the exercise or base price,
if any, of such award.





                                    B-17


<PAGE>


      6.8   CHANGE IN CONTROL.

      (a)   (1)  Notwithstanding any provision in this Plan or any
Agreement, in the event of a Change in Control pursuant to Section (b)(3)
or (4) below in connection with which the holders of Common Stock receive
shares of common stock that are registered under Section 12 of the Exchange
Act, (i) all outstanding options and SARs shall immediately become
exercisable in full, (ii) the Restriction Period applicable to any
outstanding Restricted Stock Award or Restricted Stock Unit Award shall
lapse, (iii) the Performance Period applicable to any outstanding
Performance Share, Performance Share Unit or Performance Unit shall lapse,
(iv) the Performance Measures applicable to any outstanding award shall be
deemed to be satisfied at the target level or, if greater, at the actual
performance attained through the date of the Change in Control and (v)
there shall be substituted for each share of Common Stock available under
this Plan, whether or not then subject to an outstanding award, the number
and class of shares into which each outstanding share of Common Stock shall
be converted pursuant to such Change in Control.  In the event of any such
substitution, the purchase price per share in the case of an option and the
base price in the case of an SAR shall be appropriately adjusted by the
Committee (whose determination shall be final, binding and conclusive),
such adjustments to be made in the case of outstanding options and SARs
without an increase in the aggregate purchase price or base price.

      (2)   Notwithstanding any provision in this Plan or any Agreement, in
the event of a Change in Control pursuant to Section (b)(1) or (2) below,
or in the event of a Change in Control pursuant to Section (b)(3) or (4)
below in connection with which the holders of Common Stock receive
consideration other than shares of common stock that are registered under
Section 12 of the Exchange Act, each outstanding award shall be surrendered
to the Company by the holder thereof, and each such award shall immediately
be canceled by the Company, and the holder shall receive, within 10 days of
the occurrence of a Change in Control, a cash payment from the Company in
an amount equal to (i) in the case of an option, the number of shares of
Common Stock then subject to such option, multiplied by the excess, if any,
of the greater of (A) the highest per share price offered to stockholders
of the Company in any transaction whereby the Change in Control takes place
or (B) the Fair Market Value of a share of Common Stock on the date of
occurrence of the Change in Control, over the purchase price per share of
Common Stock subject to the option, (ii) in the case of a Free-Standing
SAR, the number of shares of Common Stock then subject to such SAR,
multiplied by the excess, if any, of the greater of (A) the highest per
share price offered to stockholders of the Company in any transaction
whereby the Change in Control takes place or (B) the Fair Market Value of a
share of Common Stock on the date of occurrence of the Change in Control,
over the base price of the SAR, (iii) in the case of a Stock Award, the
number of shares of Common Stock, then subject to such award (calculated in
the manner set forth in clause (iv) of Section 6.8(a)(1) in the case of a
Performance Share Award or Performance Share Unit Award), multiplied by the
greater of (A) the highest per share price offered to stockholders of the
Company in any transaction whereby the Change in Control takes place or (B)
the Fair Market Value of a share of Common Stock on the date of occurrence
of the Change in Control, and (iv) in the case of a Performance Unit Award,
the number of Performance Units then subject to such award, the value of
which shall be calculated at the target level or, if greater, at the actual
performance attained through the date of the Change in Control.  In the
event of a Change in Control, each Tandem SAR shall be surrendered by the
holder thereof and shall be canceled simultaneously with the cancellation
of the related option.











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      (b)   "Change in Control" shall mean:

      (1)   the acquisition by any individual, entity or group (a
"Person"), including any "person" within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act, of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either
(i) the then outstanding shares of Common Stock (the "Outstanding Common
Stock") or (ii) the combined voting power of the then outstanding
securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Voting Securities"); excluding, however, the
following: (A) any acquisition directly from the Company (excluding any
acquisition resulting from the exercise of an exercise, conversion or
exchange privilege unless the security being so exercised, converted or
exchanged was acquired directly from the Company), (B) any acquisition by
the Company, (C) any acquisition by an 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
(3) of this Section 6.8(b); PROVIDED FURTHER, that for purposes of clause
(B), if any Person (other than the Company or any employee benefit plan (or
related trust) sponsored or maintained by the Company or any corporation
controlled by the Company) shall become the beneficial owner of 30% or more
of the Outstanding Common Stock or 30% or more of the Outstanding Voting
Securities by reason of an acquisition by the Company, and such Person
shall, after such acquisition by the Company, become the beneficial owner
of any additional shares of the Outstanding Common Stock or any additional
Outstanding Voting Securities and such beneficial ownership is publicly
announced, such additional beneficial ownership shall constitute a Change
in Control;

      (2)   individuals who, as of the date hereof, constitute 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 date hereof 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 solicitation by a Person other than the
Board for the purpose of opposing a solicitation by any other Person with
respect to the election or removal of directors, or any other actual or
threatened solicitation of proxies or consents by or on behalf of any
Person other than the Board shall not be deemed a member of the Incumbent
Board;

      (3)   the consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets of
the Company (a "Corporate Transaction"); excluding, however, a Corporate
Transaction pursuant to which (i) all or substantially all of the
individuals or entities who are the beneficial owners, respectively, of the
Outstanding Common Stock and the Outstanding Voting Securities immediately
prior to such Corporate Transaction will beneficially own, directly or
indirectly, more than 60% of, respectively, the outstanding shares of
common stock, and the combined voting power of the outstanding securities
entitled to vote generally in the election of directors, as the case may
be, of the corporation resulting from such Corporate Transaction
(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 indirectly) in substantially the same proportions
relative to each other as their ownership, immediately prior to such
Corporate Transaction, of the Outstanding Common Stock and the Outstanding
Voting Securities, as the case may be, (ii) no Person (other than:  the
Company; any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company; the
corporation resulting from such Corporate Transaction; and any Person which





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beneficially owned, immediately prior to such Corporate Transaction,
directly or indirectly, 30% or more of the Outstanding Common Stock or the
Outstanding Voting Securities, as the case may be) will beneficially own,
directly or indirectly, 30% or more of, respectively, the outstanding
shares of common stock of the corporation resulting from such Corporate
Transaction or the combined voting power of the outstanding securities of
such corporation entitled to vote generally in the election of directors
and (iii) individuals who were members of the Incumbent Board will
constitute at least a majority of the members of the board of directors of
the corporation resulting from such Corporate Transaction; or

      (4)   the consummation of a plan of complete liquidation or
dissolution of the Company.

      6.9   DEFERRALS.  The Committee may determine that the delivery of
shares of Common Stock or the payment of cash, or a combination thereof,
upon the exercise or settlement of all or a portion of any award made
hereunder shall be deferred, or the Committee may, in its sole discretion,
approve deferral elections made by holders of awards.  Deferrals shall be
for such periods and upon such terms as the Committee may determine in its
sole discretion.

      6.10  NO RIGHT OF PARTICIPATION OR EMPLOYMENT.  Unless otherwise set
forth in an employment agreement, no person shall have any right to
participate in this Plan.  Neither this Plan nor any award made hereunder
shall confer upon any person any right to continued employment by the
Company, any Subsidiary or any affiliate of the Company or affect in any
manner the right of the Company, any Subsidiary or any affiliate of the
Company to terminate the employment of any person at any time without
liability hereunder.

      6.11  RIGHTS AS STOCKHOLDER.  No person shall have any right as a
stockholder of the Company with respect to any shares of Common Stock or
other equity security of the Company which is subject to an award hereunder
unless and until such person becomes a stockholder of record with respect
to such shares of Common Stock or equity security.

      6.12  DESIGNATION OF BENEFICIARY.  A holder of an award may file with
the Committee a written designation of one or more persons as such holder's
beneficiary or beneficiaries (both primary and contingent) in the event of
the holder's death or incapacity.  To the extent an outstanding option or
SAR granted hereunder is exercisable, such beneficiary or beneficiaries
shall be entitled to exercise such option or SAR.

      Each beneficiary designation shall become effective only when filed
in writing with the Committee during the holder's lifetime on a form
prescribed by the Committee.  The spouse of a married holder domiciled in a
community property jurisdiction shall join in any designation of a
beneficiary other than such spouse.  The filing with the Committee of a new
beneficiary designation shall cancel all previously filed beneficiary
designations.

      If a holder fails to designate a beneficiary, or if all designated
beneficiaries of a holder predecease the holder, then each outstanding
option and SAR hereunder held by such holder, to the extent exercisable,
may be exercised by such holder's executor, administrator, legal
representative or similar person.

      6.13  GOVERNING LAW.  This Plan, each award hereunder and the related
Agreement, and all determinations made and actions taken pursuant thereto,
to the extent not otherwise governed by the Code or the laws of the United
States, shall be governed by the laws of the State of Delaware and
construed in accordance therewith without giving effect to principles of
conflicts of laws.






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