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                                   EXHIBIT 10

                                W. R. GRACE & CO.

                            2000 STOCK INCENTIVE PLAN

         1. Purposes. The purposes of this Plan are (a) to enable Key Persons to
have incentives related to Common Stock, (b) to encourage Key Persons to
increase their interest in the growth and prosperity of the Company and to
stimulate and sustain constructive and imaginative thinking by Key Persons, (c)
to further the identity of interests of Key Persons with the interests of the
Company's stockholders, and (d) to induce the service or continued service of
Key Persons and to enable the Company to compete with other organizations
offering similar or other incentives in obtaining and retaining the services of
the most highly qualified individuals.

         2. Definitions. When used in this Plan, the following terms shall have
the meanings set forth in this section 2.

         Board of Directors:  The Board of Directors of the Company.

         cessation of service (or words of similar import): When a person ceases
to be an employee of the Company or a Subsidiary, or ceases to serve as a
Director, as appropriate. For purposes of this definition, if an entity that was
a Subsidiary ceases to be a Subsidiary, persons who immediately thereafter
remain employees of that entity (and are not employees of the Company or an
entity that is a Subsidiary) shall be deemed to have ceased service.

         Change in Control: Shall be deemed to have occurred if (a) the Company
determines that any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act), other than a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or a corporation owned, directly
or indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, has become the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of 20% or more of the outstanding Common Stock of the Company
(provided, however, that a Change in Control shall not be deemed to have
occurred if such person has become the beneficial owner of 20% or more of the
outstanding Common Stock as the result of a sale of Common Stock by the Company
that has been approved by the Board of Directors); (b) individuals who are
"Continuing Directors" (as defined below) cease to constitute a majority of any
class of the Board of Directors; (c) there occurs a reorganization, merger,
consolidation or other corporate transaction involving the Company (a "Corporate
Transaction"), in each case, with respect to which the stockholders of the
Company immediately prior to such Corporate Transaction do not, immediately
after the Corporate Transaction, own 50% or more of the combined voting power of
the corporation resulting from such Corporate Transaction; or (d) the
stockholders of the Company approve a complete liquidation or dissolution of the
Company. "Continuing Director" means any member of the Board of Directors who
was such a member on the date on which this Plan was approved by the Board of
Directors and any successor to such a Continuing Director who is approved as a
nominee or elected to succeed a Continuing Director by a majority of Continuing
Directors who are then members of the Board of Directors.

         Change in Control Price: The higher of (a) the highest reported sales
price, regular way, as reported in The Wall Street Journal or another newspaper
of general circulation, of a share of Common Stock in any transaction reported
on the New York Stock Exchange Composite Tape or other national exchange on
which such shares are listed or on NASDAQ during the 60-day period prior to and
including the date of a Change in Control or (b) if the Change in Control is the
result of a tender or exchange offer or a Corporate Transaction, the highest
price per share of Common Stock paid in such tender or exchange offer or
Corporate Transaction; provided, however, that in the case of Incentive Stock
Options, the Change in Control Price shall be in all cases the Fair Market Value
of the Common Stock on the date such Incentive Stock Option is exercised. To the
extent that the consideration paid in any Corporate Transaction or other
transaction described above consists in whole or in part of securities or other
noncash consideration, the value of such securities or other noncash
consideration shall be determined in the sole discretion of the Board of
Directors.

         Code: The Internal Revenue Code of 1986, as amended.

         Committee: The Compensation Committee of the Board of Directors of the
Company or any other committee designated by the Board of Directors to
administer stock incentive and stock option plans of the Company and the
Subsidiaries generally or this Plan specifically.

         Common Stock: The common stock of the Company, par value $.01 per
share, or such other class of shares or other securities or property as may be
applicable pursuant to the provisions of section 8.



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         Company: W. R. Grace & Co., a Delaware corporation formerly named Grace
Specialty Chemicals, Inc.

         Continuing Director: The meaning set forth in the definition of "Change
in Control" above.

         Corporate Transaction: The meaning set forth in the definition of
"Change in Control" above.

         Director: A member of the Board of Directors of the Company who is not
an employee of the Company.

         Exchange Act: The Securities Exchange Act of 1934, as amended.

         Exercise Period: The meaning set forth in section 14(b) of this Plan.

         Fair Market Value: (a) The mean between the high and low sales prices
of a share of Common Stock in New York Stock Exchange composite transactions on
the applicable date, as reported in The Wall Street Journal or another newspaper
of general circulation, or, if no sales of shares of Common Stock were reported
for such date, for the next preceding date for which such sales were so
reported, or (b) the fair market value of a share of Common Stock determined in
accordance with any other reasonable method approved by the Committee.

         Incentive Stock Option: A stock option that states that it is an
incentive stock option and that is intended to meet the requirements of Section
422 of the Code and the regulations thereunder applicable to incentive stock
options, as in effect from time to time.

         issuance (or words of similar import): The issuance of authorized but
unissued Common Stock or the transfer of issued Common Stock held by the Company
or a Subsidiary.

         Key Person: Either (i) an employee of the Company or a Subsidiary who,
in the opinion of the Committee, has contributed or can contribute significantly
to the growth and successful operations of the Company or one or more
Subsidiaries or (ii) a Director. The grant of a Stock Incentive to an employee
shall be deemed a determination by the Committee that such person is a Key
Person.

         Nonstatutory Stock Option: An Option that is not an Incentive Stock
Option.

         Option: An option granted under this Plan to purchase shares of Common
Stock.

         Option Agreement: An agreement setting forth the terms of an Option.

         Plan: The 2000 Stock Incentive Plan of the Company herein set forth, as
the same may from time to time be amended.

         service: Service to the Company or a Subsidiary as an employee or as a
Director (as appropriate). "To serve" has a correlative meaning.

         Spread: The meaning set forth in section 14(b) of this Plan.

         Stock Award: An issuance of shares of Common Stock or an undertaking
(other than an Option) to issue such shares in the future.

         Stock Incentive: A stock incentive granted under this Plan in one of
the forms provided for in section 3.

         Subsidiary: A corporation (or other form of business association) of
which shares (or other ownership interests) having 50% or more of the voting
power regularly entitled to vote for directors (or equivalent management rights)
are owned, directly or indirectly, by the Company, or any other entity
designated as such by the Board of Directors; provided, however, that in the
case of an Incentive Stock Option, the term "Subsidiary" shall mean a Subsidiary
(as defined by the preceding clause) that is also a "subsidiary corporation" as
defined in Section 424(f) of the Code and the regulations thereunder, as in
effect from time to time.

         3. Grants of Stock Incentives. (a) Subject to the provisions of this
Plan, the Committee may at any time and from time to time grant Stock Incentives
under this Plan to, and only to, Key Persons.

         (b) The Committee may grant a Stock Incentive to be effective at a
specified future date or upon the future occurrence of a specified event. For
the purposes of this Plan, any such Stock Incentive shall be deemed granted on
the date it becomes effective. An agreement or other commitment to grant a Stock
Incentive that is to be effective in




                                     II-14
<PAGE>

the future shall not be deemed the grant of a Stock Incentive until the date on
which such Stock Incentive becomes effective.

         (c)  A Stock Incentive may be granted in the form of:

                  (i)         a Stock Award, or

                  (ii)        an Option, or

                  (iii)       a combination of a Stock Award and an Option.

         4. Stock Subject to this Plan. (a) Subject to the provisions of
paragraph (c) of this section 4 and the provisions of section 8, the maximum
number of shares of Common Stock that may be issued pursuant to Stock Incentives
granted under this Plan shall not exceed Eight Million (8,000,000).

         (b) Authorized but unissued shares of Common Stock and issued shares of
Common Stock held by the Company or a Subsidiary, whether acquired specifically
for use under this Plan or otherwise, may be used for purposes of this Plan.

         (c) If any shares of Common Stock subject to a Stock Incentive shall
not be issued and shall cease to be issuable because of the termination, in
whole or in part, of such Stock Incentive or for any other reason, or if any
such shares shall, after issuance, be reacquired by the Company or a Subsidiary
from the recipient of such Stock Incentive, or from the estate of such
recipient, for any reason, such shares shall no longer be charged against the
limitation provided for in paragraph (a) of this section 4 and may again be made
subject to Stock Incentives.

         (d) Of the total number of shares specified in paragraph (a) of this
section 4 (subject to adjustment as specified therein), during the term of this
Plan as defined in section 9, (i) no more than 15% may be subject to Options
granted to any one Key Person and (ii) no more than 15% may be subject to Stock
Incentives granted to any one Key Person.

         5. Stock Awards. Except as otherwise provided in section 12, Stock
Incentives in the form of Stock Awards shall be subject to the following
provisions:

         (a) For purposes of this Plan, all shares of Common Stock subject to a
Stock Award shall be valued at not less than 100% of the Fair Market Value of
such shares on the date such Stock Award is granted, regardless of whether or
when such shares are issued pursuant to such Stock Award and whether or not such
shares are subject to restrictions affecting their value.

         (b) Shares of Common Stock subject to a Stock Award may be issued to a
Key Person at the time the Stock Award is granted, or at any time subsequent
thereto, or in installments from time to time. In the event that any such
issuance shall not be made at the time the Stock Award is granted, the Stock
Award may provide for the payment to such Key Person, either in cash or shares
of Common Stock, of amounts not exceeding the dividends that would have been
payable to such Key Person in respect of the number of shares of Common Stock
subject to such Stock Award (as adjusted under section 8) if such shares had
been issued to such Key Person at the time such Stock Award was granted. Any
Stock Award may provide that the value of any shares of Common Stock subject to
such Stock Award may be paid in cash, on each date on which shares would
otherwise have been issued, in an amount equal to the Fair Market Value on such
date of the shares that would otherwise have been issued.

         (c) The material terms of each Stock Award shall be determined by the
Committee. Each Stock Award shall be evidenced by a written instrument
consistent with this Plan. It is intended that a Stock Award would be (i) made
contingent upon the attainment of one or more specified performance objectives
and (ii) subject to restrictions on the sale or other disposition of the Stock
Award or the shares subject thereto for a period of three or more years;
provided, however, that (x) a Stock Award may include restrictions and
limitations in addition to those provided for herein and (y) of the total number
of shares specified in paragraph (a) of section 4 (subject to adjustment as
specified therein), up to 3% may be subject to Stock Awards not subject to
clause (i) or clause (ii) of this sentence.

(d) A Stock Award shall be granted for such lawful consideration as may be
provided for therein.

         6. Options. Except as otherwise provided in section 12, Stock
Incentives in the form of Options shall be subject to the following provisions:



                                     II-15

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(a) The purchase price per share of Common Stock shall not be less than 100% of
the Fair Market Value of a share of Common Stock on the date the Option is
granted; and such purchase price per share of Common Stock shall not be reduced,
by action of the Board of Directors or otherwise, at any time after the date the
Option is granted (subject to section 8 hereof). The purchase price and any
withholding tax that may be due on the exercise of an Option may be paid in
cash, or, if so provided in the Option Agreement, (i) in shares of Common Stock
(including shares issued pursuant to the Option being exercised and shares
issued pursuant to a Stock Award granted subject to restrictions as provided for
in paragraph (c) of section 5), or (ii) in a combination of cash and such
shares; provided, however, that no shares of Common Stock delivered in payment
of the purchase price may be "immature shares," as determined in accordance with
generally accepted accounting principles in effect at the time. Any shares of
Common Stock delivered to the Company in payment of the purchase price or
withholding tax shall be valued at their Fair Market Value on the date of
exercise. No certificate for shares of Common Stock shall be issued upon the
exercise of an Option until the purchase price for such shares has been paid in
full.

         (b) If so provided in the Option Agreement (but subject to paragraph
(i) of this section 6), the Company shall, upon the request of the holder of the
Option and at any time and from time to time, cancel all or a portion of the
Option then subject to exercise and either (i) pay the holder an amount of money
equal to the excess, if any, of the Fair Market Value, at such time or times, of
the shares subject to the portion of the Option so canceled over the purchase
price for such shares, or (ii) issue shares of Common Stock to the holder with a
Fair Market Value, at such time or times, equal to such excess, or (iii) pay
such excess by a combination of money and shares.

         (c) Each Option may be exercisable in full at the time of grant, or may
become exercisable in one or more installments and at such time or times or upon
the occurrence of such events, as may be specified in the Option Agreement, as
determined by the Committee. Unless otherwise provided in the Option Agreement,
an Option, to the extent it is or becomes exercisable, may be exercised at any
time in whole or in part until the expiration or termination of such Option.

         (d) Each Option shall be exercisable during the life of the holder only
by him and, after his death, only by his estate or by a person who acquires the
right to exercise the Option by will or the laws of descent and distribution. An
Option, to the extent that it shall not have been exercised or canceled, shall
terminate as follows after the holder ceases to serve: (i) if the holder shall
voluntarily cease to serve without the consent of the Committee or shall have
his service terminated for cause, the Option shall terminate immediately upon
cessation of service; (ii) if the holder shall cease to serve by reason of
death, incapacity or retirement under a retirement plan of the Company or a
Subsidiary, the Option shall terminate three years after the date on which he
ceased to serve; and (iii) except as provided in the next sentence, in all other
cases the Option shall terminate three months after the date on which the holder
ceased to serve unless the Committee shall approve a longer period (which
approval may be given before or after cessation of service) not to exceed three
years. If the holder shall die or become incapacitated during the three-month
period (or such longer period as the Committee may approve) referred to in the
preceding clause (iii), the Option shall terminate three years after the date on
which he ceased to serve. A leave of absence for military or governmental
service or other purposes shall not, if approved by the Committee (which
approval may be given before or after the leave of absence commences), be deemed
a cessation of service within the meaning of this paragraph (d). Notwithstanding
the foregoing provisions of this paragraph (d) or any other provision of this
Plan, no Option shall be exercisable after expiration of a period of ten years
and one month from the date the Option is granted. Where a Nonstatutory Option
is granted for a term of less than ten years and one month, the Committee may,
at any time prior to the expiration of the Option, extend its term for a period
ending not later than ten years and one month from the date the Option was
granted. Such an extension shall not be deemed the grant of a new Option under
this Plan.

         (e) No Option nor any right thereunder may be assigned or transferred
except by will or the laws of descent and distribution and except, in the case
of a Nonstatutory Option, pursuant to a qualified domestic relations order (as
defined in the Code), unless otherwise provided in the Option Agreement.

         (f) An Option may, but need not, be an Incentive Stock Option. All
shares of Common Stock that may be made subject to Stock Incentives under this
Plan may be made subject to Incentive Stock Options; provided, however, that (i)
no Incentive Stock Option may be granted more than ten years after the effective
date of this Plan, as provided in section 9; and (ii) the aggregate Fair Market
Value (determined as of the time an Incentive Stock Option is granted) of the
shares subject to each installment becoming exercisable for the first time in
any calendar year under Incentive Stock Options granted on or after January 1,
1987 (under all plans, including this Plan, of his employer corporation and its
parent and subsidiary corporations) to the Key Person to whom such Incentive
Stock Option is granted shall not exceed $100,000.




                                     II-16

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         (g) The material terms of each Option shall be determined by the
Committee. Each Option shall be evidenced by a written instrument consistent
with this Plan, and shall specify whether the Option is an Incentive Stock
Option or a Nonstatutory Option. An Option may include restrictions and
limitations in addition to those provided for in this Plan.

         (h) Options shall be granted for such lawful consideration as may be
provided for in the Option Agreement.

         (i) Subject to section 8 hereof, no transaction or series of
transactions shall have the effect of exchanging all or any portion of any
Option granted under this Plan (a "Previously Granted Option") for, or replacing
all or any portion of any Previously Granted Option with, a new Option, where
the purchase price per share of Common Stock under the new Option is less than
such purchase price applicable under the Previously Granted Option.

         7. Combination of Stock Awards and Options. (a) Stock Incentives
authorized by paragraph (c)(iii) of section 3 in the form of combinations of
Stock Awards and Options shall be subject to the following provisions: (a) A
Stock Incentive may be a combination of any form of Stock Award and any form of
Option; provided, however, that the terms and conditions of such Stock Incentive
pertaining to a Stock Award are consistent with section 5 and the terms and
conditions of such Stock Incentive pertaining to an Option are consistent with
section 6.

         (b) Such combination Stock Incentive shall be subject to such other
terms and conditions as may be specified therein, including without limitation a
provision terminating in whole or in part a portion thereof upon the exercise in
whole or in part of another portion thereof.

         (c) The material terms of each combination Stock Incentive shall be
determined by the Committee. Each combination Stock Incentive shall be evidenced
by a written instrument consistent with this Plan.

         8. Adjustment Provisions. (a) In the event that any reclassification,
split-up (whether by a dividend payable in Common Stock or otherwise) or
consolidation of the Common Stock shall be effected, or the outstanding shares
of Common Stock are, in connection with a merger or consolidation of the Company
or a sale by the Company of all or a part of its assets, exchanged for a
different number or class of shares of stock or other securities or property of
the Company or for shares of the stock or other securities or property of any
other corporation or person, (i) the number, kind and class of shares or other
securities or property that may be issued pursuant to Stock Incentives
thereafter granted, (ii) the number, kind and class of shares or other
securities or property that have not been issued under outstanding Stock
Incentives, (iii) the purchase price to be paid per share or other unit under
outstanding Stock Incentives, and (iv) the price to be paid per share or other
unit by the Company or a Subsidiary for shares or other securities or property
issued pursuant to Stock Incentives that are subject to a right of the Company
or a Subsidiary to re-acquire such shares or other securities or property, shall
in each case be equitably adjusted as determined by the Committee.

         (b) In the event that there shall occur any spin-off or other
distribution of assets of the Company to its shareholders (including without
limitation an extraordinary dividend), (i) the number, kind and class of shares
or other securities or property that may be issued pursuant to Stock Incentives
thereafter granted, (ii) the number, kind and class of shares or other
securities or property that have not been issued under outstanding Stock
Incentives, (iii) the purchase price to be paid per share or other unit under
outstanding Stock Incentives, and (iv) the price to be paid per share or other
unit by the Company or a Subsidiary for shares or other securities or property
issued pursuant to Stock Incentives that are subject to a right of the Company
or a Subsidiary to re-acquire such shares or other securities or property, shall
in each case be equitably adjusted as determined by the Committee.

         9. Term. This Plan shall be deemed adopted and shall become effective
on the date it is approved and adopted by the shareholders of the Company.

         10. Administration. (a) This Plan shall be administered by the
Committee, which shall have full authority to act in the matter of selection of
Key Persons and in granting Stock Incentives to them and such other authority as
is granted to the Committee by this Plan. Notwithstanding any other provision of
this Plan, the Board of Directors may exercise any and all powers of the
Committee with respect to this Plan, except to the extent that the possession or
exercise of any power by the Board of Directors would cause any Stock Incentive
to become subject to, or to lose an exemption from, Section 162(m) of the Code
or Section 16(b) of the Exchange Act.

         (b) The Committee may establish such rules and regulations, not
inconsistent with the provisions of this Plan, as it deems necessary to
determine eligibility to be granted Stock Incentives under this Plan and for the
proper administration of this Plan, and may amend or revoke any rule or
regulation so established. The Committee may make such determinations and
interpretations under or in connection with this Plan as it deems necessary or
advisable. All



                                     II-17

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such rules, regulations, determinations and interpretations shall be binding and
conclusive upon the Company, its Subsidiaries, its shareholders and its
directors, officers and employees, and upon their respective legal
representatives, beneficiaries, successors and assigns, and upon all other
persons claiming under or through any of them.

         (c) Members of the Board of Directors and members of the Committee
acting under this Plan shall be fully protected in relying in good faith upon
the advice of counsel and shall incur no liability in the performance of their
duties, except as otherwise provided by applicable law.

         11. General Provisions. (a) Nothing in this Plan or in any instrument
executed pursuant hereto shall confer upon any person any right to continue in
the service of the Company or a Subsidiary, or shall affect the right of the
Company or of a Subsidiary to terminate the service of any person with or
without cause.

         (b) No shares of Common Stock shall be issued pursuant to a Stock
Incentive unless and until all legal requirements applicable to the issuance of
such shares have, in the opinion of counsel to the Company, been complied with.
In connection with any such issuance, the person acquiring the shares shall, if
requested by the Company, give assurances, satisfactory to counsel to the
Company, in respect of such matters as the Company or a Subsidiary may deem
desirable to assure compliance with all applicable legal requirements.

         (c) No person (individually or as a member of a group), and no
beneficiary or other person claiming under or through him, shall have any right,
title or interest in or to any shares of Common Stock allocated or reserved for
the purposes of this Plan or subject to any Stock Incentive except as to such
shares of Common Stock, if any, as shall have been issued to him.

         (d) In the case of a grant of a Stock Incentive to a Key Person who is
employed by a Subsidiary, such grant may provide for the issuance of the shares
covered by the Stock Incentive to the Subsidiary, for such consideration as may
be provided, upon the condition or understanding that the Subsidiary will
transfer the shares to the Key Person in accordance with the terms of the Stock
Incentive.

         (e) In the event the laws of a country in which the Company or a
Subsidiary has employees prescribe certain requirements for Stock Incentives to
qualify for advantageous tax treatment under the laws of that country
(including, without limitation, laws establishing options analogous to Incentive
Stock Options), the Committee, may, for the benefit of such employees, amend, in
whole or in part, this Plan and may include in such amendment additional
provisions for the purposes of qualifying the amended plan and Stock Incentives
granted thereunder under such laws; provided, however, that (i) the terms and
conditions of a Stock Incentive granted under such amended plan may not be more
favorable to the recipient than would be permitted if such Stock Incentive had
been granted under this Plan as herein set forth, (ii) all shares allocated to
or utilized for the purposes of such amended plan shall be subject to the
limitations of section 4, and (iii) the provisions of the amended plan may
restrict but may not extend or amplify the provisions of sections 9 and 13.

         (f) The Company or a Subsidiary may make such provisions as either may
deem appropriate for the withholding of any taxes that the Company or a
Subsidiary determines is required to be withheld in connection with any Stock
Incentive.

         (g) Nothing in this Plan is intended to be a substitute for, or shall
preclude or limit the establishment or continuation of, any other plan, practice
or arrangement for the payment of compensation or benefits to directors,
officers or employees generally, or to any class or group of such persons, that
the Company or any Subsidiary now has or may hereafter put into effect,
including, without limitation, any incentive compensation, retirement, pension,
group insurance, stock purchase, stock bonus or stock option plan.

         12. Acquisitions. If the Company or any Subsidiary should merge or
consolidate with, or purchase stock or assets or otherwise acquire the whole or
part of the business of, another entity, the Company, upon the approval of the
Committee, (a) may assume, in whole or in part and with or without modifications
or conditions, any stock incentives granted by the acquired entity to its
directors, officers, employees or consultants in their capacities as such, or
(b) may grant new Stock Incentives in substitution therefor. Any such assumed or
substitute Stock Incentives may contain terms and conditions inconsistent with
the provisions of this Plan (including the limitations set forth in paragraph
(d) of section 4), including additional benefits for the recipient; provided,
however, that if such assumed or substitute Stock Incentives are Incentive Stock
Options, such terms and conditions are permitted under the plan of the acquired
entity. For the purposes of any applicable plan provision involving time or a
date, a substitute Stock Incentive shall be deemed granted as of the date of
grant of the original stock incentive.



                                     II-18


<PAGE>

         13. Amendments and Termination. (a) This Plan may be amended or
terminated by the Board of Directors upon the recommendation of the Committee;
provided, however, that, without the approval of the stockholders of the
Company, no amendment shall be made which (i) causes this Plan to cease to
comply with applicable law, (ii) permits any person who is not a Key Person to
be granted a Stock Incentive (except as otherwise provided in section 12), (iii)
increases the maximum number of shares of Common Stock that may be issued
pursuant to Stock Incentives granted under this Plan (subject to the provisions
of section 4(c) and the provisions of section 8), (iv) amends the provisions of
paragraph (d) of section 4, paragraph (a) of section 5 or paragraph (a) or
paragraph (f) of section 6 to permit shares to be valued at, or to have a
purchase price of, respectively, less than the percentage of Fair Market Value
specified therein, (v) amends section 9 to extend the date set forth therein, or
(vi) amends this section 13.

         (b) No amendment or termination of this Plan shall adversely affect any
Stock Incentive theretofore granted, and no amendment of any Stock Incentive
granted pursuant to this Plan shall adversely affect such Stock Incentive,
without the consent of the holder thereof.

         14. Change in Control Provisions. (a) Notwithstanding any other
provision of this Plan to the contrary, in the event of a Change in Control:

                  (i) Any Options outstanding as of the date on which such
Change in Control occurs, and which are not then exercisable and vested, shall
become fully exercisable and vested to the full extent of the original grant;
and

                  (ii) All restrictions and deferral limitations applicable to
Stock Incentives shall lapse, and Stock Incentives shall become free of all
restrictions and become fully vested and transferable to the full extent of the
original grant.

         (b) Notwithstanding any other provision of this Plan, during the 60-day
period from and after a Change in Control (the "Exercise Period"), unless the
Committee shall determine otherwise at the time of grant, the holder of an
Option shall have the right, in lieu of the payment of the purchase price for
the shares of Common Stock being purchased under the Option, by giving notice to
the Company, to elect (within the Exercise Period) to surrender all or part of
the Option to the Company and to receive cash, within 30 days after such notice,
in an amount equal to the amount by which the Change in Control Price per share
of Common Stock on the date of such election shall exceed the purchase price per
share of Common Stock under the Option (the "Spread") multiplied by the number
of shares of Common Stock subject to the Option as to which the right subject to
this Section 14(b) shall have been exercised.

         (c) Notwithstanding any other provision of this Plan, if any right
granted pursuant to this Plan to receive cash in respect of a Stock Incentive
would make a Change in Control transaction ineligible for pooling-of-interests
accounting that, but for the nature of such grant, would otherwise be eligible
for such accounting treatment, the Committee shall have the ability to
substitute for such cash Common Stock with a Fair Market Value equal to the
amount of such cash.



                                     II-19