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                             NEW WORLD PASTA COMPANY
                 1999 STOCK OPTION PLAN, AS AMENDED AND RESTATED

                  1.  Purpose; Types of Awards.
                      ------------------------

                  The purposes of the 1999 New World Pasta Company Long-Term
Incentive Plan (the "Plan") are to afford an incentive to selected employees,
directors and consultants of New World Pasta Company (the "Company") or any
Subsidiary or Affiliate that now exists or hereafter is organized or acquired,
to continue as employees, directors or consultants, as the case may be, to
increase their efforts on behalf of the Company and to promote the success of
the Company's business. Pursuant to the Plan, there may be granted stock options
(including "incentive stock options" and "nonqualified stock options"), stock
appreciation rights (either in connection with stock options granted under the
Plan or independently of stock options) and restricted stock.

                  2.  Definitions.
                      -----------

                  For purposes of the Plan, the following terms shall be defined
as set forth below:

                      (a)  "Affiliate" means an affiliate of the Company, as
defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

                      (b)  "Award" means any Option granted under the Plan.

                      (c)  "Award Agreement" means any written agreement,
contract, or other instrument or document evidencing an Award.

                      (d)  "Beneficial Owner" means any beneficial owner of
securities within the meaning of Rule 13d-3 promulgated under the Exchange Act.

                      (e)  "Board" means the Board of Directors of the Company.

                      (f)  "Cause" (i) for any person receiving an Award under
the Plan who also has an employment agreement with the Company, shall have the
meaning set forth in such employment agreement and (ii) for any other person
receiving an Award under the Plan, means the determination, in good faith, by
the Board, after notice to Grantee and a reasonable opportunity to cure, that
one or more of the following events has occurred:

                           (A)  Grantee has failed to perform his material
        duties for the Company in a reasonably satisfactory manner;

                           (B)  any reckless or grossly negligent act by Grantee
        materially injuring the interest, business or reputation of the Company,
        or any of its parent, Subsidiaries or Affiliates;

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                            (C)  Grantee's commission of any felony (including
          entry of a nolo contendere plea); or
                     ---------------

                            (D)  any misappropriation or embezzlement of the
          property of the Company, or any of its parent, Subsidiaries or
          Affiliates.

                       (g)  "Change in Control" means the occurrence of any of
the following events:

                            (i)   any Person, other than New World Pasta, LLC, a
                                  Delaware limited liability company, or its
                                  Affiliates, becomes a Beneficial Owner of more
                                  than fifty percent (50%) of the combined
                                  voting power of the then outstanding voting
                                  securities of the Company entitled to vote
                                  generally in the election of directors;

                            (ii)  there is consummated a merger or consolidation
                                  of the Company or any direct or indirect
                                  subsidiary of the Company with any other
                                  Company, other than a merger or consolidation
                                  that would result in the voting securities of
                                  the Company outstanding immediately prior to
                                  such merger or consolidation continuing to
                                  represent (either by remaining outstanding or
                                  by being converted into voting securities of
                                  the surviving entity or any parent thereof) at
                                  least fifty percent (50%) of the combined
                                  voting power of the securities of the Company
                                  or such surviving entity or any parent thereof
                                  outstanding immediately after such merger or
                                  consolidation;

                            (iii) the stockholders of the Company approve a plan
                                  of complete liquidation or dissolution of the
                                  Company or there is consummated an agreement
                                  for the sale or disposition by the Company of
                                  all or substantially all of the Company's
                                  assets; or

                            (iv)  the following individuals cease for any reason
                                  to constitute a majority of the number of
                                  directors then serving: individuals who, as of
                                  January 30, 1999, constitute the Board and any
                                  new director (other than a director whose
                                  initial assumption of office is in connection
                                  with an actual or threatened election contest,
                                  including but not limited to a consent
                                  solicitation, relating to the election of
                                  directors of the Company) whose appointment or
                                  election by the Board or nomination for
                                  election by the Company's stockholders was
                                  approved or recommended by a vote of at
                                  least a majority of the directors then still
                                  in office who either were directors on January
                                  30, 1999 or whose appointment, election or
                                  nomination for election was previously so
                                  approved or recommended.

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          (h)  "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

          (i)  "Committee" means the Compensation Committee established by the
Board.

          (j)  "Company" means New World Pasta Company or any successor
corporation.

          (k)  "Effective Date" means January 28, 1999, the date that the Plan
was initially adopted by the Board.

          (l)  "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and as now or hereafter construed, interpreted and
applied by regulations, rulings and cases.

          (m)  "Fair Market Value" means, with respect to Stock or other
property, the fair market value of such Stock or other property determined by
such methods or procedures as shall be established from time to time by the
Committee. Unless otherwise determined by the Committee in good faith, the per
share Fair Market Value of Stock as of a particular date shall mean (i) the
closing sales price per share of Stock on the national securities exchange on
which the Stock is principally traded, for the last preceding date on which
there was a sale of such Stock on such exchange, or (ii) if the shares of Stock
are then traded in an over-the-counter market, the average of the closing bid
and asked prices for the shares of Stock in such over-the-counter market for the
last preceding date on which there was a sale of such Stock in such market, or
(iii) if the shares of Stock are not then listed on a national securities
exchange or traded in an over-the-counter market, such value as the Committee,
in its reasonable discretion, shall determine.

          (n)  "Grantee" means a person who, as an employee or director of, or
independent contractor with respect to, the Company, a Subsidiary or an
Affiliate, has been granted an Award under the Plan.

          (o)  "ISO" means any Option intended to be and designated as an
incentive stock option within the meaning of Section 422 of the Code.

          (p)  "NQSO" means any Option that is designated as a nonqualified
stock option.

          (q)  "Option" means a right, granted to a Grantee under Section 6(c),
to purchase shares of Stock. An Option may be either an ISO or an NQSO; provided
that ISOs may be granted only to employees of the Company or a Subsidiary.

          (r)  "Person" means any person within the meaning of Section 13(d)(3)
or 14(d)(2) of the Exchange Act.

          (s)  "Plan" means this New World Pasta Company 1999 Long-Term
Incentive Plan, as amended from time to time.

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

          (u)  "Stockholders Agreement" means the Stockholders Agreement, dated
as of January 28, 1999, as amended, among the Company, New World Pasta LLC,
Miller Pasta LLC, Hershey Foods Corporation and the other signatories thereto.

          (v)  "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if, at the time of granting of an Award,
each of the corporations (other than the last corporation in the unbroken chain)
owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain.

          (w)  "Ten Percent Stockholder" means a Grantee who, at the time an ISO
is granted, owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company.

     3.   Administration.
          --------------

     The Plan shall be administered by the Committee. The Committee shall have
the authority in its discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Awards; to determine the persons to whom and
the time or times at which Awards shall be granted; to determine the type and
number of Awards to be granted, the number of shares of Stock to which an Award
may relate and the terms, conditions and restrictions relating to any Award; to
determine whether, to what extent, and under what circumstances an Award may be
settled, cancelled, forfeited, exchanged, or surrendered; to make adjustments in
the terms and conditions applicable to Awards; to designate Affiliates; to
construe and interpret the Plan and any Award; to prescribe, amend and rescind
rules and regulations relating to the Plan; to determine the terms and
provisions of the Award Agreements (which need not be identical for each
Grantee); and to make all other determinations deemed necessary or advisable for
the administration of the Plan.

     The Committee may appoint a chairperson and a secretary and may make such
rules and regulations for the conduct of its business as it shall deem
advisable, and shall keep minutes of its meetings. All determinations of the
Committee shall be made by a majority of its members either present in person or
participating by conference telephone at a meeting or by written consent. The
Committee may delegate to one or more of its members or to one or more agents
such administrative duties as it may deem advisable, and the Committee or any
person to whom it has delegated duties as aforesaid may employ one or more
persons to render advice with respect to any responsibility the Committee or
such person may have under the Plan. All decisions, determinations and
interpretations of the Committee shall be final and binding on all persons,
including, without limitation, the Company, and any Subsidiary, Affiliate or
Grantee (or any person claiming any rights under the Plan from or through any
Grantee) and any stockholder.

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     No member of the Board or Committee shall be liable for any action taken or
determination made in good faith with respect to the Plan or any Award granted
hereunder.

     4.   Eligibility.
          -----------

     Awards may be granted to selected employees, directors and consultants of
the Company and its present or future Subsidiaries and Affiliates, in the
discretion of the Committee. In determining the persons to whom Awards shall be
granted and the type of any Award (including the number of shares to be covered
by such Award), the Committee shall take into account such factors as the
Committee shall deem relevant in connection with accomplishing the purposes of
the Plan.

     5.   Stock Subject to the Plan.
          -------------------------

          (a)  Number. The maximum number of shares of Stock reserved for the
               ------
grant or settlement of Awards under the Plan shall be 12,369,514, subject to
adjustment as provided herein, of which 1,057,232 shares were reserved for the
grant or settlement of Awards under the Plan prior to the Amendment and
Restatement of the Plan on December 13, 2001 (the "Original Awards"). Such
shares may, in whole or in part, be authorized but unissued shares or shares
that shall have been or may be reacquired by the Company in the open market, in
private transactions or otherwise. If any shares subject to an Award are
forfeited, cancelled, exchanged or surrendered or if an Award otherwise
terminates or expires without a distribution of shares to the Grantee, the
shares of stock with respect to such Award shall, to the extent of any such
forfeiture, cancellation, exchange, surrender, termination or expiration, again
be available for Awards under the Plan. Upon the exercise of any Award granted
in tandem with any other Awards or awards, such related Awards or awards shall
be cancelled to the extent of the number of shares of Stock as to which the
Award is exercised and, notwithstanding the foregoing, such number of shares
shall no longer be available for Awards under the Plan.

          (b)  Certain Adjustments. In the event that any dividend or other
               -------------------
distribution (whether in the form of cash, Stock or other property),
recapitalization, Stock split, reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Stock such that an
adjustment is appropriate under the Plan, then the Committee shall make such
equitable changes or adjustments as it deems necessary or appropriate in the
exercise of its reasonable discretion to any or all of (i) the number and kind
of shares of Stock or other property (including cash) that may thereafter be
issued in connection with Awards, (ii) the number and kind of shares of Stock or
other property (including cash) issued or issuable in respect of outstanding
Awards, (iii) the exercise price, grant price or purchase price relating to any
Award; provided that, with respect to ISOs, such adjustment shall be made in
accordance with Section 424(h) of the Code, and (iv) the individual limitations
applicable to Awards.

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     6.   Specific Terms of Awards.
          ------------------------

          (a) General. The term of each Award shall be for such period as may be
              -------
determined by the Committee. Subject to the terms of the Plan and any applicable
Award Agreement, payments to be made by the Company or a Subsidiary or Affiliate
upon the grant, maturation or exercise of an Award may be made in such forms as
the Committee shall determine at the date of grant or thereafter, including,
without limitation, cash, Stock or other property, and may be made in a single
payment or transfer, in installments or on a deferred basis. The Committee may
make rules relating to installment or deferred payments with respect to Awards,
including, without limitation, the rate of interest to be credited with respect
to such payments. In addition to the foregoing, the Committee may impose on any
Award or the exercise thereof, at the date of grant or thereafter, such
additional terms and conditions, not inconsistent with the provisions of the
Plan, as the Committee shall reasonably determine.

          (b)  Certain Restrictions. Notwithstanding anything in the Plan to the
               --------------------
contrary, the shares of Stock issued to any Grantee that is a party to the
Stockholders Agreement (or, in the case of Miller Pasta, LLC, the members of
Miller Pasta, LLC who are officers or directors of the Company) (collectively,
"Investor Grantees") upon exercise of each Option shall, to the extent of the
rights, duties and obligations of such Grantee (or such member) under the
Stockholders Agreement, be subject to all terms and conditions set forth in the
Stockholders Agreement and, with respect to such persons, the Stockholders
Agreement is, to such extent, hereby incorporated by reference herein. As a
condition to the exercise of any Option, (i) each Grantee that is not an
Investor Grantee shall be required to execute and deliver to the Company
executed copies of such documents, in form and substance reasonably satisfactory
to the Committee, to the effect set forth in Article IV (providing for
substantially the same restrictions on Transfer as the Miller Pasta Controlling
Members (as such terms are defined therein)) and Article V (but only with
respect to Piggyback Registrations, as defined therein) of the Stockholders
Agreement and (ii) each Grantee shall be required to execute and deliver to the
Company such written representations and other documents as may be necessary or
reasonably desirable, in the opinion of the Committee, for purposes of
compliance with federal or state securities or other laws. Any certificate or
certificates representing shares of Stock subject to an Award shall bear a
legend substantially to the effect of the legend set forth in the Stockholders
Agreement.

          (c)  Awards. The Committee is authorized to grant to Grantees the
               ------
following Awards under the Plan, as deemed by the Committee to be consistent
with the purposes of the Plan. The Committee shall determine the terms and
conditions of such Awards at the date of grant or thereafter. The Committee is
authorized to grant Options to Grantees on the following terms and conditions:

               (i)  Type of Award. The Award Agreement evidencing the grant of
                    -------------
                    an Option under the Plan shall designate the Option as an
                    ISO or an NQSO.

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               (ii)  Exercise Price. The exercise price per share of Stock
                     --------------
                     purchasable under an Option shall be determined by the
                     Committee; provided that, of the 1,057,232 shares of Stock
                                --------
                     reserved for the grant or settlement of the Original
                     Awards, 660,762 shall have an exercise price of $10.00 per
                     share and 396,470 shall have an exercise price of $73.50,
                     and provided further, that in the case of an ISO, such
                         --------          ----
                     exercise price shall be not less than the Fair Market Value
                     of a share of Common Stock on the date of grant of such
                     Option. The date as of which the Committee adopts a
                     resolution expressly granting an Option shall be considered
                     the day on which such Option is granted. In the Committee's
                     reasonable discretion, following the Initial Public
                     Offering (as defined in the Stockholders Agreement), the
                     exercise price for Stock subject to an Option may be paid
                     in cash or by an exchange of Stock previously owned by the
                     Grantee, or a combination of both, in an amount having a
                     combined value equal to such exercise price. In the
                     Committee's reasonable discretion, a Grantee may elect to
                     pay all or a portion of the aggregate exercise price by
                     cashless exercise as provided below by giving notice of
                     such exercise to the Company. Upon receipt of a notice of
                     cashless exercise, the Company shall deliver to the Grantee
                     (without payment by the holder of any exercise price) that
                     number of shares of Stock that is equal to the quotient
                     obtained by dividing (x) the value of the Option or portion
                     thereof on the exercise date (determined by subtracting the
                     aggregate exercise price for the shares of Stock in effect
                     on the exercise date from the aggregate Fair Market Value
                     of the shares of Stock by (y) the Fair Market Value of one
                     share of Company Common Stock. A notice of "cashless
                     exercise" shall state the number of shares of Stock as to
                     which the Option is being exercised.

               (iii) Term and Exercisability of Options. Options shall become
                     ----------------------------------
                     exercisable over the exercise period (which shall not
                     exceed ten years from the date of grant), at such times and
                     upon such conditions as the Committee may determine, as
                     reflected in the Award Agreement; provided that, the
                                                       --------
                     Committee shall have the authority to accelerate the
                     exercisability of any outstanding Option at such time and
                     under such circumstances as it, in its sole discretion,
                     deems appropriate. An Option may be exercised to the extent
                     of any or all full shares of Stock as to which the Option
                     has become exercisable, by giving written notice of such
                     exercise to the Committee or its designated agent.

               (iv)  Termination of Employment, etc. An Option may not be
                     ------------------------------
                     exercised unless the Grantee is then in the employ of, a

                                  Page 7 of 11

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                    director of, or maintains a consulting relationship with,
                    the Company or a Subsidiary or an Affiliate (or a company or
                    a parent or subsidiary company of such company issuing or
                    assuming the Option in a transaction to which Section 424(a)
                    of the Code applies), and unless the Grantee has remained
                    continuously so employed, or continuously maintained such
                    relationship, since the date of grant of the Option;
                    provided that, unless provided otherwise in the applicable
                    Award Agreement or otherwise determined by the Committee:

               (A)  In case of termination of a Grantee's employment or service
with the Company, Affiliate or a Subsidiary (i) due to the death or disability
of the Grantee, (ii) by the Company, Affiliate or a Subsidiary without Cause or
(iii) by the Grantee for any reason, such Grantee's Option, only to the extent
then exercisable, shall remain exercisable as to the number of shares of Stock
for which it was exercisable as of the date of termination for a period of
ninety days immediately following such termination of employment or service and
shall be cancelled and terminated with respect to the remainder of the shares of
Stock subject thereto as of the date of termination.

               (B)  In case of termination of a Grantee's employment or service
with the Company, Affiliate or a Subsidiary by the Company or a Subsidiary for
Cause, such Grantee's Option, whether or not then exercisable, shall be
cancelled and terminated as of the date of such termination.

               (C)  Notwithstanding anything to the contrary in the Plan or any
Award Agreement, in no event may any Option be exercised after the expiration of
the term of such Option, as set forth in the applicable Award Agreement.

               (v)  Other Provisions. Options may be subject to such other
                    ----------------
                    conditions prescribe in its discretion or as may be required
                    by applicable law.

               (vi) ISOs. Options granted as ISOs shall be subject to the
                    ----
                    following special terms and conditions, in addition to the
                    general terms and conditions specified herein.

               (A)  Value of Shares. The aggregate Fair Market Value (determined
                    ---------------
as of the date ISOs are granted) of the shares of Common Stock with respect to
which ISOs granted under this Plan and all other plans of the Company become
exercisable for the first time by each Grantee during any calendar year shall
not exceed $100,000.

               (B)  Ten Percent Stockholder. In the case of an ISO granted to a
                    -----------------------
Ten Percent Stockholder, (x) the exercise price shall not be less than one
hundred ten percent (110%) of the Fair Market Value of the shares of Common
Stock on the date

                                  Page 8 of 11

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of grant of such ISO, and (y) the exercise period shall not exceed five (5)
years from the date of grant of such ISO.

          (d)  Change of Control. Notwithstanding any provision hereof to the
               -----------------
contrary, upon the occurrence of a Change of Control prior to the expiration of
the term of any Option, such Option, whether then exercisable or otherwise,
shall become exercisable and shall remain exercisable for a period of ninety
days immediately following such Change of Control.

     7.   General Provisions.
          ------------------

          (a)  Nontransferability. Unless otherwise provided in an Award
               ------------------
Agreement, Awards shall not be transferable by a Grantee except by will or the
laws of descent and distribution or pursuant to a qualified domestic relations
order as defined under the Code or Title I of the Employee Retirement Income
Security Act of 1974, as amended, and shall be exercisable during the lifetime
of a Grantee only by such Grantee or his guardian or legal representative.

          (b)  No Right to Continued Employment, etc. Nothing in the Plan or in
               -------------------------------------
any Award granted or any Award Agreement, entered into pursuant hereto shall
confer upon any Grantee the right to continue in the employ of or to continue as
a director or an independent contractor of the Company, any Subsidiary or any
Affiliate or to be entitled to any remuneration or benefits not set forth in the
Plan or such Award Agreement, or to interfere with or limit in any way the right
of the Company or any such Subsidiary or Affiliate to terminate such Grantee's
employment, director or independent contractor relationship.

          (c)  Taxes. The Company or any Subsidiary or Affiliate is authorized
               -----
to withhold from any Award granted, any payment relating to an Award under the
Plan, including from a distribution of Stock, or any other payment to a Grantee,
amounts of withholding and other taxes due in connection with any transaction
involving an Award, and to take such other action as the Committee may deem
advisable to enable the Company and Grantees to satisfy obligations for the
payment of withholding taxes and other tax obligations relating to any Award.
This authority shall include authority to withhold or receive Stock or other
property and to make cash payments in respect thereof in satisfaction of a
Grantee's tax obligations.

          (d)  Stockholder Approval; Amendment and Termination. The Plan shall
               -----------------------------------------------
take effect on the Effective Date but the Plan (and any grants of Awards made
prior to the stockholder approval mentioned herein) shall be subject to the
requisite approval of the stockholders of the Company, which approval must occur
within twelve (12) months of the date that the Plan is adopted by the Board. In
the event that the stockholders of the Company do not ratify the Plan at a
meeting of the stockholders at which such issue is considered and voted upon,
then upon such event the Plan and all rights hereunder shall immediately
terminate and no Grantee (or any permitted transferee thereof) shall have any
remaining rights under the Plan or any Award Agreement entered into in
connection herewith. The Board may at any time and from time to time alter,
amend, suspend, or

                                  Page 9 of 11

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terminate the Plan in whole or in part. Notwithstanding the foregoing, no such
action shall affect adversely any of the rights of any Grantee, without such
Grantee's consent, under any Award theretofore granted under the Plan. Unless
earlier terminated by the Board pursuant to the provisions of the Plan, the
power to grant Awards under the Plan will automatically terminate ten years
after the adoption of the Plan by the Board. If the Plan is terminated, any
unexercised Award shall continue to be exercisable in accordance with its terms
and the terms of the Plan in effect immediately prior to such termination.

          (e)  No Rights to Awards; No Stockholder Rights. No Grantee shall have
               ------------------------------------------
any claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of Grantees. Except as provided specifically herein, a
Grantee or a transferee of an Award shall have no rights as a stockholder with
respect to any shares covered by the Award until the date of the issuance of a
stock certificate to him for such shares.

          (f)  Unfunded Status of Awards. The Plan is intended to constitute an
               -------------------------
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Grantee pursuant to an Award, nothing contained in
the Plan or any Award shall give any such Grantee any rights that are greater
than those of a general creditor of the Company.

          (g)  No Fractional Shares. No fractional shares of Stock shall be
               --------------------
issued or delivered pursuant to the Plan or any Award. The Committee shall
determine whether cash, other Awards, or other property shall be issued or paid
in lieu of such fractional shares.

          (h)  Regulations and Other Approvals.
               -------------------------------

               (i)  The obligation of the Company to sell or deliver Stock with
                    respect to any Award granted under the Plan shall be subject
                    to all applicable laws, rules and regulations, including all
                    applicable federal and state securities laws, and the
                    obtaining of all such approvals by governmental agencies as
                    may be deemed necessary or appropriate by the Committee.

               (ii) Each Award is subject to the requirement that, if at any
                    time the Committee determines, in its absolute discretion,
                    that the listing, registration or qualification of Stock
                    issuable pursuant to the Plan is required by any securities
                    exchange or under any state or federal law, or the consent
                    or approval of any governmental regulatory body is necessary
                    or desirable as a condition of, or in connection with, the
                    grant of an Award or the issuance of Stock, no such Award
                    shall be granted or payment made or Stock issued, in whole
                    or in part, unless listing, registration, qualification,
                    consent or approval has been effected or obtained free of
                    any conditions not acceptable to the Committee.

                                  Page 10 of 11

<PAGE>

               (iii) In the event that the disposition of Stock acquired
                     pursuant to the Plan is not covered by a then current
                     registration statement under the Securities Act of 1933, as
                     amended (the "Securities Act"), and is not otherwise exempt
                     from such registration, such Stock shall be restricted
                     against transfer to the extent required by the Securities
                     Act or regulations thereunder, and the Committee may
                     require a Grantee receiving Stock pursuant to the Plan, as
                     a condition precedent to receipt of such Stock, to
                     represent to the Company in writing that the Stock acquired
                     by such Grantee is acquired for investment only and not
                     with a view to distribution.

               (iv)  Promptly after the Initial Sale Date (as defined in the
                     Stockholders Agreement), the Company shall cause to be
                     filed with the U.S. Securities and Exchange Commission, a
                     registration statement on Form S-8 or other applicable form
                     with respect to the shares of Stock to be issued upon
                     exercise of Awards. The Company will use all reasonable
                     efforts to cause such registration statement to become and
                     remain effective; it being understood that the sale of such
                     shares of Stock will remain subject to the restrictions
                     referred to in Section 6(b) hereof.

          (i)  Governing Law. The Plan and all determinations made and actions
               -------------
taken pursuant hereto shall be governed by the laws of the State of Delaware
without giving effect to the conflict of laws principles thereof.

                                  Page 11 of 11