<PAGE>








                            MILLENNIUM CHEMICALS INC.
                       EXECUTIVE LONG TERM INCENTIVE PLAN







                              Amended and Restated
                                January 26, 2001












<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          Page
<S>              <C>                                                      <C>
Article 1          PURPOSE..................................................1

Article 2          DEFINITIONS..............................................1

Article 3          ELIGIBILITY AND PARTICIPATION............................6

Article 4          TARGET AWARDS............................................7

Article 5          ACCOUNT..................................................7

Article 6          EVA'r'-BASED AWARD.......................................7

        6.1   EVA'r'Target Award............................................7

        6.2   Performance Goals.............................................7

        6.3   Establishment of Requirements.................................7

        6.4   Committee Certification.......................................7

        6.5   EVA'r'-based Award............................................8

        6.6   Allocation of EVA'r'-based Award..............................8

        6.7   General Requirement of Employment at Year End.................8

        6.8   Dividends.....................................................8

        6.9   Forfeited Shares..............................................9

        6.10  Vesting.......................................................9

        6.11  Distribution..................................................9

Article 7          TSR-BASED AWARD..........................................9

        7.1   Allocation of TSR-based Award.................................9

        7.2   General Requirement of Employment at Year End.................9

        7.3   Vesting.......................................................9

        7.4   Committee Certification......................................10

        7.5   Distribution.................................................10

Article 8          TERMINATION OF EMPLOYMENT...............................10

        8.1   Termination of Employment....................................10

        8.2   Certain Former Participants..................................11

Article 9          CHANGE IN CONTROL.......................................11

Article 10         MANDATORY DEFERRALS.....................................11

Article 11         ADJUSTMENTS.............................................12
</TABLE>


                                       i








<PAGE>


                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                          Page
<S>              <C>                                                      <C>

Article 12         ADMINISTRATION..........................................12

        12.1  Responsibility...............................................12

        12.2  Delegation of Authority......................................12

        12.3  Determinations and Interpretations by the Committee..........12

Article 13         CLAIMS..................................................12

        13.1  Claims Procedure.............................................12

        13.2  Claims Review Procedure......................................13

Article 14         GENERAL PROVISIONS......................................13

        14.1  Withholding Taxes............................................13

        14.2  Assignability and Transferability............................13

        14.3  Funding......................................................14

        14.4  No Right, Title, or Interest in Company Assets...............14

        14.5  No Right to Continued Employment.............................14

        14.6  Governing Law................................................14

Article 15         AMENDMENT AND TERMINATION...............................15

        15.1  Right to Amend, Suspend or Terminate.........................15

        15.2  Termination..................................................15

        15.3  No Impairment................................................15
</TABLE>

                                       ii









<PAGE>


                            MILLENNIUM CHEMICALS INC.
                       EXECUTIVE LONG TERM INCENTIVE PLAN


                                    ARTICLE 1
                                     PURPOSE

          The purpose of this Millennium Chemicals Inc. Executive Long Term
Incentive Plan (the "Plan") is to attract, retain and motivate certain key
employees of Millennium Chemicals Inc. (together with its successors, the
"Company") and its subsidiaries in order to increase the profitability of the
Company and its affiliates. The Plan shall be effective as of January 1, 2000
and shall continue unless terminated by the Company.

                                    ARTICLE 2
                                   DEFINITIONS

          In addition to the terms specifically defined elsewhere in the Plan,
the following terms shall have the respective meanings indicated (unless the
context indicates otherwise):

          "Account" means the bookkeeping account established under Article 5.

          "Affiliate" means any corporation, partnership, limited liability
company or other business entity in respect of which the Company owns, directly
or indirectly, the outstanding securities or other ownership interests
representing fifty percent (50%) or more of the combined voting power, equity or
capital interests of such entity.

          "Annual Plan" means the Millennium Chemicals Inc. Annual Performance
Incentive Plan, the Millennium Chemicals Inc. Omnibus Incentive Plan or any
successor plan pursuant to which annual incentive bonus awards are granted
generally to key executives of the Company and its subsidiaries.

          "Award" means, collectively, any EVA'r'-based Award and TSR-based
Award allocated to a participant's Account.

          "Award Year" means the Plan Year with respect to which an Award is
allocated to a participant's Account.

          "Board of Directors" means the Board of Directors of the Company.

          "Cause" means, with respect to a participant's termination of
employment with the Employer:

          (a)  in the case where there is no employment agreement, change in
               control agreement or similar agreement in effect between the
               Employer and the participant immediately prior to such
               termination of employment, or where there is an employment








<PAGE>


               agreement, change in control agreement or similar agreement in
               effect immediately prior to such termination of employment but
               such agreement either does not define cause (or words of like
               import) or a cause termination would not be permitted under such
               agreement at that time because other conditions were not
               satisfied, termination due to a participant's dishonesty, fraud,
               insubordination, willful misconduct, refusal to perform services
               (for any reason other than illness or incapacity) or materially
               unsatisfactory performance of his or her duties for the Employer;
               or

          (b)  in the case where there is an employment agreement, change in
               control agreement or similar agreement in effect between the
               Employer and the participant immediately prior to such
               termination of employment that defines cause (or words of like
               import) and a cause termination would be permitted under such
               agreement at that time, termination that is or would be deemed to
               be for cause (or words of like import) as defined under such
               agreement; provided, that with regard to any agreement that
               conditions cause on occurrence of a change in control, such
               definition shall not apply until a change in control actually
               takes place and then only with regard to a termination on or
               after such change in control or a termination within six months
               prior thereto.

          "Change in Control" means the first of any of the following to occur
with respect to the Company:

          (a)  any "person" as such term is used in Sections 13(d) and 14(d) of
               the 1934 Act (other than the Company, any trustee or other
               fiduciary holding securities under any employee benefit plan of
               the Company or any company owned, directly or indirectly, by the
               stockholders of the Company in substantially the same proportions
               as their ownership of Common Stock of the Company), becoming the
               "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act),
               directly or indirectly, of securities of the Company representing
               twenty-five percent (25%) or more of the combined voting power of
               the Company's then outstanding securities;

          (b)  during any period of two consecutive years (not including any
               period prior to October 1, 1996), individuals who at the
               beginning of such period constitute the Board of Directors of the
               Company, and any new director (other than a director designated
               by a person who has entered into an agreement with the Company to
               effect a transaction described in clause (a), (c), or (d) of this
               paragraph or a director whose initial assumption of office occurs
               as a result of either an actual or threatened election contest
               (as such terms are used in Rule 14a-11 of Regulation 14A
               promulgated under the


                                       2








<PAGE>


               1934 Act) or other actual or threatened solicitation of proxies
               or consents by or on behalf of a person other than the Board of
               Directors of the Company) whose election by the Board of
               Directors or nomination for election by the Company's
               stockholders was approved by a vote of at least two-thirds of the
               directors then still in office who either were directors at the
               beginning of the two-year period or whose election or nomination
               for election was previously so approved, cease for any reason to
               constitute at least a majority of the Board of Directors;

          (c)  the merger or consolidation of the Company with any other
               corporation, other than a merger or consolidation which would
               result in the voting securities of the Company outstanding
               immediately prior thereto continuing to represent (either by
               remaining outstanding or by being converted into voting
               securities of the surviving entity) more than fifty percent (50%)
               of the combined voting power of the voting securities of the
               Company or such surviving entity outstanding immediately after
               such merger or consolidation; provided, however, that a merger or
               consolidation effected to implement a recapitalization of the
               Company (or similar transaction) in which no person (other than
               those covered by the exceptions in (a) above) acquires more than
               twenty-five percent (25%) of the combined voting power of the
               Company's then outstanding securities shall not constitute a
               Change in Control; or

          (d)  the stockholders of the Company approve a plan of complete
               liquidation of the Company or the closing of the sale or
               disposition by the Company of all or substantially all of the
               Company's assets other than the sale or disposition of all or
               substantially all of the assets of the Company to one or more
               Subsidiaries (as defined below) of the Company or to a person or
               persons who beneficially own, directly or indirectly, at least
               fifty percent (50%) or more of the combined voting power of the
               outstanding voting securities of the Company at the time of the
               sale or disposition. "Subsidiary" has the meaning set forth in
               Section 424(f) of the Code, as amended or superseded, and the
               term shall also include any partnership, limited liability
               company or other business entity if the Company owns, directly or
               indirectly, securities or other ownership interests representing
               at least fifty percent (50%) of the ordinary voting power or
               equity or capital interests of such entity. Notwithstanding any
               of the foregoing, the formation of Equistar Chemicals, LP
               ("Equistar") and the contribution of assets by Millennium
               Petrochemicals Inc. to Equistar on December 1, 1997 shall not
               constitute a Change in Control, and the sale or disposition of
               all or any part of the Company's interests in Equistar shall not
               constitute a Change in Control.


                                       3








<PAGE>


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

          "Committee" means the Compensation Committee of the Board of Directors
or such other committee as may be appointed by the Board of Directors. Unless
the Board of Directors determines otherwise, the Committee shall be comprised
solely of not less than two members who each shall qualify as (a) a
"non-employee director" within the meaning of Rule 16b-3(b)(3) (or any rule
which amends or supersedes such rule) under the 1934 Act and (b) an "outside
director" within the meaning of Section 162(m) of the Code.

          "Common Stock" means the common stock, $.01 par value, of the Company,
subject to adjustment as provided in Article 11.

          "Employer" means the Company, Millennium America Holdings Inc.,
Millennium Inorganic Chemicals Inc., Millennium Petrochemicals Inc., Millennium
Specialty Chemicals Inc. and any other Affiliate authorized by the Board of
Directors to participate in the Plan, and any successor thereto.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

          "EVA'r'" means, with respect to any Plan Year, the positive or
negative value determined by net operating profits after taxes over charge for
capital, or any other financial measure, as determined by the Committee in its
sole discretion. (EVA'r' is a registered trademark of Stern Stewart & Co.)

          "Fair Market Value" means, for purposes of the Plan, unless otherwise
required by any applicable provision of the Code or any regulations issued
thereunder, as of any date, the closing price reported for a share of Common
Stock on the applicable date (a) as reported by the principal national
securities exchange in the United States on which it is then traded, or (b) if
not traded on any such national securities exchange, as quoted on an automated
quotation system sponsored by the National Association of Securities Dealers.

          "Good Reason" means, with respect to a participant's termination of
employment with the Employer:

          (a)  in the case where there is no employment agreement, change in
               control agreement or similar agreement in effect between the
               Employer and the participant immediately prior to such
               termination of employment, or where there is an employment
               agreement, change in control agreement or similar agreement in
               effect immediately prior to such termination of employment but
               such agreement either does not define good reason (or words of
               like import) or a good reason termination would not be permitted
               under such agreement at that time because other conditions were
               not satisfied, a voluntary termination due to a reduction by the


                                       4








<PAGE>


               Employer in the participant's base salary or "Individual Target
               Award" as defined in the Annual Plan (without the participant's
               written consent), other than a reduction which is part of a
               general cost reduction program affecting similarly situated
               employees of the Employer and which does not exceed twenty
               percent (20%) of the participant's base salary in the aggregate;
               or

          (b)  in the case where there is an employment agreement, change in
               control agreement or similar agreement in effect between the
               Employer and the participant immediately prior to such
               termination of employment that defines good reason (or words of
               like import) and a good reason termination would be permitted
               under such agreement at that time, termination that is or would
               be deemed to be for good reason (or words of like import) as
               defined under such agreement; provided, that with regard to any
               agreement that conditions good reason on occurrence of a change
               in control, such definition shall not apply until a change in
               control actually takes place and then only with regard to a
               termination on or after such change in control or a termination
               within six months prior thereto.

          "1934 Act" means the Securities Exchange Act of 1934, as amended from
time to time.

          "Performance Award Date" means the date which is as soon as reasonably
practicable following the date upon which annual incentive bonus awards
generally are paid to executives under the Annual Plan (or, if bonuses are not
generally paid or earned in such year, the date that bonuses would have been
paid if bonuses were earned.).

          "Performance Cycle" means the period of three (3) consecutive Plan
Years ending on the last day of the Plan Year that occurs in the second Plan
Year following the end of the Award Year.

          "Performance Goal" means the objective performance goal, formula or
standard in respect of a Plan Year established by the Committee pursuant to the
Annual Plan which may incorporate (to the extent permitted under Section 162(m)
of the Code) provisions for disregarding or adjusting for changes in accounting
methods, corporate transactions (including but not limited to dispositions and
acquisitions) and other similar types of events or circumstances, and which
shall be based on one or more of the following criteria applicable to the
Company, any of its Affiliates, and any of their respective business units: (i)
the attainment of certain target levels of, or a percentage increase in,
after-tax or pre-tax profits; (ii) the attainment of certain target levels of,
or a specified increase in, operational cash flow; (iii) the achievement of a
certain level of reduction of, or other specified objectives with regard to
limiting the level of increase in, all or a portion of, bank debt or other
long-term or short-term public or private debt or other similar financial
obligations, which may be calculated net of such cash balances and/or other
offsets and adjustments as may be established by the Committee; (iv) the


                                       5








<PAGE>


attainment of a specified percentage increase in earnings per share; (v) the
attainment of certain target levels of, or a specified percentage increase in,
revenues, net income or earnings before income tax; (vi) the attainment of
certain target levels of, or a specified increase in, return on capital employed
or return on invested capital; (vii) the attainment of certain target levels of,
or a percentage increase in, after-tax or pre-tax return on stockholders'
equity; (viii) the attainment of certain target levels of, or a specified
increase in, economic value added based on a cash flow return on investment
formula; (ix) the attainment of certain target levels in the fair market value
of the shares of the Common Stock of the Company; and (x) the growth in the
value of an investment in the Common Stock of the Company assuming the
reinvestment of dividends.

          "Plan Year" means the calendar year.

          "Total and permanent disability", with respect to a participant, has
the same meaning that such term (or similar term) has under the Employer's long
term disability plan applicable to such participant.

          "Total Shareholder Return" means, with respect to the Company or a
member of the Peer Group, as the case may be, the average of all the "Quarterly
Returns" (as defined below) of the shares of common stock of the Company or the
Peer Group member, as the case may be, in any given Performance Cycle.
"Quarterly Return" means the price appreciation (or depreciation, as the case
may be), including assumed dividend investment, in the shares of common stock of
the Company or a Peer Group member, as the case may be, in any given calendar
quarter, based on the Fair Market Value of such stock on the last trading day of
such quarter plus the assumed reinvestment of all dividends paid on such stock
during such quarter, compared to the Fair Market Value of such stock on the last
trading day of the prior calendar quarter, and expressed as a percentage of the
Fair Market Value of such stock on the last trading day of such prior quarter.

          "Trustee" means the corporate trustee appointed from time to time by
the Company to administer the Millennium America Holdings Inc. Long Term
Incentive Plan and Executive Long Term Incentive Plan Trust established in
connection with the Plan.

          "Vesting Date" means the EVA'r' Vesting Date and/or the TSR Vesting
Date as the context requires.

                                    ARTICLE 3
                          ELIGIBILITY AND PARTICIPATION

          Participation in the Plan in respect of each Plan Year shall be
determined by the Committee in its sole discretion. Eligibility for
participation in the Plan shall be limited to any individual who is employed by
an Employer as a Vice President or other key management employee. The adoption
of the Plan shall not be deemed to give any person a right to participate
herein. Participation in the Plan in respect of any Plan Year shall not be
deemed to give any person a right to participate in the Plan in any other Plan
Year.


                                       6








<PAGE>


                                    ARTICLE 4
                                  TARGET AWARDS

          With respect to each Plan Year, the Committee shall establish in
writing the LTIP Reference Percentage and Target Award for each participant or
class of participants.

          (a)  "LTIP Reference Percentage" means a percentage established by the
               Committee in accordance with this Article 4.

          (b)  "Target Award" means an amount equal to the LTIP Reference
               Percentage multiplied by a participant's base salary at the end
               of the relevant Plan Year.

                                    ARTICLE 5
                                     ACCOUNT

          The Company shall maintain, on behalf of each participant, an Account
to which is allocated all Awards and Dividend Reinvestment Returns thereon and
from which is debited all distributions of Awards and Dividend Reinvestment
Returns thereon and all forfeitures under the Plan.

                                    ARTICLE 6
                               EVA'r'-BASED AWARD

          6.1 EVA'r' Target Award. Fifty percent (50%) of the Target Award in
respect of a participant for a Plan Year shall be deemed the "EVA'r' Target
Award".

          6.2 Performance Goals. With respect to each Plan Year, the Committee
shall establish in writing the Performance Goal for each participant or class of
participants. The Committee shall prescribe a formula to determine the
percentage (which may be no greater than 200%) of the EVA'r' Target Award to be
allocated based upon the degree of attainment of the Performance Goals with
respect to such Plan Year. The Committee shall specify the minimum Performance
Goals which shall be attained before any EVA'r'-based Award may be allocated
with respect to such Plan Year.

          6.3 Establishment of Requirements. With respect to each Plan Year, the
Committee's establishment of the LTIP Reference Percentage, Target Award,
Performance Goals, and the formula to determine the percentage of the EVA'r'
Target Award to be allocated based upon the degree of attainment of the
Performance Goals shall be made no later than March 31 of each Plan Year (or
such later date as permitted by the Committee) and, after such establishment,
the Committee shall not increase the amount of the EVA'r'-based Award allocable
under this Article 6 that would otherwise be due upon the attainment of the
Performance Goals for such Plan Year.

          6.4 Committee Certification. As soon as administratively practicable
following the end of each Plan Year, the Committee shall determine in its sole
discretion whether the minimum Performance Goals in respect of each participant
or class of participants


                                       7








<PAGE>


have been attained and, if so attained, shall certify the degree of such
attainment in writing.

          6.5 EVA'r'-based Award. The "EVA'r'-based Award" in respect of a
participant for a Plan Year shall be equal to a percentage (up to 200%) of such
participant's EVA'r' Target Award based upon the degree of attainment of the
Performance Goals, as certified by the Committee in writing, for such Plan Year.
No EVA'r'-based Award shall be allocated to a participant's Account with respect
to any Plan Year unless the minimum Performance Goal for such participant or
class of participants is attained for such Plan Year.

          6.6 Allocation of EVA'r'-based Award. The allocation of a
participant's EVA'r'-based Award in respect of an Award Year shall be credited
in the form of Common Stock to such participant's Account in the Plan Year
following the end of the Award Year. Such crediting shall be made on the
Performance Award Date. The number of shares of Common Stock allocated pursuant
to this Section 6.6 (rounded down to the nearest one-one hundredth of a share)
is determined by dividing (a) the participant's EVA'r'-based Award in respect of
such Award Year by (b) the average of the Fair Market Value of Common Stock
during the first ten (10) trading days of such Award Year.

          6.7 General Requirement of Employment at Year End. Except as otherwise
provided in Section 8.1 and Article 9, no EVA'r'-based Award may be allocated to
a participant's Account if such participant is not an active employee of an
Employer at the end of the Plan Year.

          6.8 Dividends. Whenever the Company shall declare a dividend on its
Common Stock, each participant's Account shall be credited with a Dividend
Reinvestment Return (as defined below). Such crediting shall be made as soon as
reasonably practicable following the record date upon which such dividend
otherwise would have been payable (the "Dividend Date"). Dividends shall begin
to accrue on a participant's EVA-based Award in respect of an Award Year from
the beginning of such Award Year. The "Dividend Reinvestment Return" means the
amount of cash that would have been paid (or to the extent the dividend is not
paid in cash, the fair market value thereof) to the participant on the total
number of shares of Common Stock credited to such participant's account on the
Dividend Date; provided, however, that if the Committee specifically determines
on or before any Dividend Date that each participant's Account shall be credited
with a Dividend Reinvestment Return in the form of Common Stock, then the
Dividend Reinvestment Return means, for such applicable dividends, the number of
shares of Common Stock (rounded down to the nearest one-one hundredth of a
share) determined by dividing (a) the amount of cash that would have been paid
(or, to the extent, the dividend is not paid in cash, the fair market value
thereof) to the participant on the total number of shares of Common Stock
credited to such participant's Account on the Dividend Date by (b) (i) the
average of the price paid by the Trustee to purchase shares of Common Stock with
respect to all Dividend Reinvestment Returns for such Dividend Date and (ii) to
the extent that any portion of such Dividend Reinvestment Return has not been
credited in the form of Common Stock through the purchase of such shares by the
Trustee by the fifteenth (15) business day of the month following the month


                                       8








<PAGE>


in which the Dividend Date occurred as determined on a pro rata basis with
respect to all Dividend Reinvestment Returns for such Dividend Date, the average
of the Fair Market Value of Common Stock over the thirty-day period following
the Dividend Date. In addition, if any foreign tax credit is associated with any
dividend credited to any participant's Account, then, subject to applicable tax
rules, that participant shall be entitled to such foreign tax credit when and to
the extent the related Award and Dividend Reinvestment Return vest and are
distributed to the participant, but only to the extent that dividends are
actually paid and the foreign tax credit is actually credited to the shares held
in the Trust established in connection with this Plan and thereafter distributed
to the participant. In the event of any dispute relating to any such foreign tax
credit, the Committee shall have the sole discretion to determine all matters
relating thereto, including the allocation of any such foreign tax credit.

          6.9 Forfeited Shares. The Committee may, in its sole discretion, use
shares of Common Stock credited to a participant's Account and subsequently
forfeited pursuant to Section 8.1 to credit all or a portion of any Award and/or
Dividend Reinvestment Return pursuant to Sections 6.6 and 6.8. In such case, the
price of such forfeited shares shall be deemed the average of the Fair Market
Value of Common Stock over the thirty-day period following the Performance Award
Date or Dividend Date, as applicable.

          6.10 Vesting. A participant shall fully vest in his or her
EVA'r'-based Award allocated in respect of an Award Year and all Dividend
Reinvestment Returns in respect thereto on the last day of the Performance Cycle
with respect to such Award Year (the "EVA'r' Vesting Date").

          6.11 Distribution. Except as otherwise provided in Article 9, any
distribution under the Plan in respect of a Performance Cycle during which an
EVA'r'-based Award vests shall be made in the Plan Year following the Vesting
Date. Such distribution shall be made in shares of Common Stock attributable to
such award as soon as reasonably practicable following the Performance Award
Date in such Plan Year.

                                    ARTICLE 7
                                 TSR-BASED AWARD

          7.1 Allocation of TSR-based Award. Fifty percent (50%) of the Target
Award in respect of a participant for a Plan Year shall be deemed the "TSR-based
Award" and shall be allocated to such participant's Account with respect to such
Plan Year. No interest shall accrue on the amount of any TSR-based Award so
allocated pursuant to this Section 7.1.

          7.2 General Requirement of Employment at Year End. Except as otherwise
provided in Section 8.1 and Article 9, no TSR-based Award may be allocated to a
participant's Account if such participant is not an active employee of an
Employer at the end of the Plan Year.

          7.3 Vesting. Following the end of the Performance Cycle with respect
to which a TSR-based Award has been allocated, the Committee shall determine the
Company's


                                       9








<PAGE>


Total Shareholder Return for such Performance Cycle. With respect to such
Performance Cycle, the Committee shall determine the entities, other than the
Company, which are included in the S&P Chemical Composite Index at the beginning
of such Performance Cycle and at the end of such Performance Cycle (the "Peer
Group") as well as the Total Shareholder Return for each member of the Peer
Group. The Committee shall rank the members of the Peer Group on the basis of
its Total Shareholder Return and divide such rankings into quintiles, with the
fifth quintile consisting of the twenty percent (20%) of the Peer Group with the
highest Total Shareholder Return. The Committee shall compare the Company's
Total Shareholder Return to the Peer Group's Total Shareholder Return as ranked
and determine the quintile in which the Company's Total Shareholder Return
falls. A participant shall vest in a percentage of his or her TSR-based Award
allocated in respect of such Performance Cycle on the last day of such
Performance Cycle ( "TSR Vesting Date") based on the quintile in which the
Company's Total Shareholder Return falls:

<TABLE>
<CAPTION>
           Rank                      Vested Percentage  of TSR-based Award
     ---------------------------------------------------------------------
         <S>                                      <C>
           First Quintile                            0%
           Second Quintile                          50%
           Third Quintile                          100%
           Fourth Quintile                         150%
           Fifth Quintile                          200%
</TABLE>

If the Peer Group is not divisible by five (5) in respect of a Performance
Cycle, the determination of the vested percentage of a participant's TSR-based
Award shall be determined in the sole discretion of the Committee.

          7.4 Committee Certification. As soon as administratively practicable
following the end of each Performance Cycle (provided that the TSR-based Award
in respect of such Performance Cycle has not earlier vested or been forfeited),
the Committee shall determine in its sole discretion the vested percentage, if
any, has been achieved in such Performance Cycle and, if so attained, shall
certify such percentage in writing.

          7.5 Distribution. Except as otherwise provided in Article 9, any
distribution under the Plan in respect of a Performance Cycle during which a
percentage of the TSR-based Award vests shall be made in the Plan Year following
the Vesting Date. Such distribution shall be made in cash as soon as reasonably
practicable following the Performance Award Date in such Plan Year.

                                    ARTICLE 8
                            TERMINATION OF EMPLOYMENT

          8.1 Termination of Employment. Except as otherwise provided in Article
9, a participant forfeits any Award allocated to his or her Account in respect
of an Award Year and any Dividend Reinvestment Return in respect thereto in the
event such participant terminates employment with respect to all Employers prior
to the Vesting Date with respect to such Award; provided, however, that a
participant whose employment is terminated after the end of such Award Year and
prior to such Vesting


                                       10








<PAGE>


Date (a) as a result of such participant's death or total and permanent
disability, (b) on or after attaining age 50 with at least 15 years of service,
or on or after attaining 55 with at least 10 years of service, with one or more
Employers and their Affiliates and predecessors thereof (or such other age
and/or service requirements as the Committee in its sole discretion determines),
(c) under such other circumstances that the Committee in its sole discretion
deems appropriate, (d) by all Employers other than for Cause, except as provided
in Section 14.2(b), or (e) by such participant for Good Reason, shall continue
to participate in the Plan subject to its terms; and, provided, further, that a
participant whose employment is terminated on or before the end of such Award
Year for any of the reasons specified in clauses (a) through (e) above shall
continue to participate in the Plan, subject to its terms, with respect to an
allocated pro-rata portion of such Award based on the number of full and partial
months of service in such Award Year prior to such termination.

          8.2 Certain Former Participants. For purposes of the Plan, the term
"participant" shall include an individual (a) with respect to whom any Award has
been allocated but not yet vested or forfeited and (b) whose employment was
terminated with respect to all Employers prior to the Vesting Date with respect
to any Award but who is entitled to continue to participate in the Plan pursuant
to Section 8.1, above.

                                    ARTICLE 9
                                CHANGE IN CONTROL

          In the event of a Change in Control of the Company, (a) the Target
Award with respect to the Plan Year in which the Change in Control of the
Company occurs shall immediately be allocated to the participant's Account, (b)
all Awards and all Dividend Reinvestment Returns in respect thereto allocated to
a participant's Account shall immediately vest, and (c) all such Awards and all
Dividend Reinvestment Returns in respect thereto shall be distributed, either in
shares of Common Stock or cash, as determined in the Committee's sole
discretion, to the participant as soon as practicable after a Change in Control
of the Company.

                                   ARTICLE 10
                               MANDATORY DEFERRALS

          Notwithstanding Sections 6.11 and 7.5 and subject to Article 9, the
Committee may require a participant to defer all or a portion of any payment
from his or her Account in any case where the Company anticipates that such
payment or portion thereof would be nondeductible pursuant to Section 162(m) of
the Code (the "Deferred Amount"). In such case, interest shall accrue on the
Deferred Amount from February 15 of the Plan Year in which it otherwise became
due until the date of payment at an annual rate equal to the base commercial
lending rate announced by Chase Manhattan Bank in effect from time to time
during the period of such deferral.



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<PAGE>

                                   ARTICLE 11
                                   ADJUSTMENTS

          Subject to Article 9, in the event there is any change in the Common
Stock, through merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, reverse stock split, split-up, split-off, spin-off,
combination of shares, exchange of shares, dividend in kind or other like change
in capital structure or cash dividends to stockholders of the Company (an
"Adjustment Event"), the number of shares of Common Stock credited to a
participant's Account shall be appropriately adjusted (rounded down to the
nearest one hundredth of a share) by the Committee in its sole judgment so as to
give appropriate effect to such Adjustment Event such that the participant's
Account reflects the same equity percentage in the Company after such Adjustment
Event as was the case before such Adjustment Event.

                                   ARTICLE 12
                                 ADMINISTRATION

          12.1 Responsibility. The Committee shall be the administrator of the
Plan. The Committee shall have the responsibility, in its sole discretion, to
control, operate, manage and administer the Plan in accordance with its terms
and shall have all the discretionary authority that may be necessary or helpful
to enable it to discharge its responsibilities with respect to the Plan.

          12.2 Delegation of Authority. The Committee may delegate in writing to
one or more of its members, or to one or more agents, such administrative duties
and powers, including any duty or power under Articles 3 through 7, as it may
deem advisable. In addition, the Committee or any such delegate may employ one
or more persons to render advice with respect to any responsibility the
Committee or such delegate may have under the Plan. The Committee or any such
delegate may employ such legal or other counsel, consultants and agents as it
may deem desirable for the administration of the Plan and may rely upon any
opinion or computation received from any such counsel, consultant or agent.
Notwithstanding the foregoing, the Committee may not delegate any duties if such
delegation would be in contravention of Rule 16b-3 or other applicable rules
under Section 16(b) of the 1934 Act.

          12.3 Determinations and Interpretations by the Committee. All
determinations and interpretations made by the Committee in good faith shall be
binding and conclusive on all Participants and their heirs, successors and legal
representatives.

                                   ARTICLE 13
                                     CLAIMS

          13.1 Claims Procedure. If any participant or his or her designated
beneficiary has a claim for amounts which are not being paid, such claimant may
file with the Committee a written claim, in such form as is provided or approved
by the Committee, setting forth the amount and nature of the claim, supporting
facts, and the claimant's address. The Committee shall notify each claimant of
its decision in writing by registered or certified mail within ninety (90) days
after its receipt of a claim, unless special circumstances require an extension
of time for processing the claim. If such an extension of time is required,
written notice of the extension shall be furnished to the


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<PAGE>


claimant prior to the termination of the initial ninety (90) day period, which
notice shall specify the special circumstances requiring an extension and the
date by which a final decision will be reached (which date shall not be later
than one hundred eighty (180) days after the date on which the claim was filed).
If a claim is denied, the written notice of denial shall set forth the reasons
for such denial, refer to pertinent Plan provisions on which the denial is
based, describe any additional material or information necessary for the
claimant to realize the claim, and explain the claim review procedure under the
Plan.

          13.2 Claims Review Procedure. A claimant whose claim has been denied
or such claimant's duly authorized representative may file, within sixty (60)
days after notice of such denial is received by the claimant, a written request
for review of such claim by the Committee. If a request is so filed, the
Committee shall review the claim and notify the claimant in writing of its
decision within sixty (60) days after receipt of such request. In special
circumstances, the Committee may extend for up to sixty (60) additional days the
deadline for its decision. The notice of the final decision of the Committee
shall include the reasons for its decision and specific references to the
provisions of the Plan on which the decision is based. The decision of the
Committee shall be final and binding on all parties.

                                   ARTICLE 14
                               GENERAL PROVISIONS

          14.1 Withholding Taxes. By participation in the Plan, each participant
shall be deemed to (a) agree to reimburse the Employer for any taxes required by
any governmental regulatory authority to be withheld or otherwise deducted by
such entity in respect of the payment of any amounts hereunder, and (b)
authorize the Employer to withhold the amount from any Award paid or payable to
the participant or on the participant's behalf, including, with respect to an
EVA'r'-based Award, by selling sufficient shares of Common Stock attributable to
such award at such price(s) and on such terms as the Committee in its sole
discretion may determine, and to repurchase shares at Fair Market Value of
Common Stock, an amount sufficient to discharge such taxes and which otherwise
has not been reimbursed by the participant, in respect of the payment of any
amounts hereunder.

          14.2 Assignability and Transferability.

               (a)  No interest in the Plan shall be assignable or transferable
                    by a participant other than by will or the laws of descent
                    and distribution. Any purported assignment or transfer of an
                    interest in the Plan to a creditor of a participant shall be
                    null and void, and such interest may be forfeited at the
                    discretion of the Committee.

               (b)  The Company may assign its obligations under the Plan with
                    respect to participants whose employment is terminated and
                    who are employed by a successor entity, provided that such
                    successor entity agrees to assume such obligations with
                    respect to such participants.


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<PAGE>


          14.3 Funding.

               (a)  The Company shall make no provision for the funding of any
                    Accounts payable under the Plan that would cause the Plan to
                    be a funded plan for purposes of Section 404(a)(5) of the
                    Code or Title I of ERISA, or would cause the Plan to be
                    other than an "unfunded and unsecured promise to pay money
                    or other property in the future" under Treasury
                    Regulationsss. 'SS'1.83-3(e). Except following a Change in
                    Control, the Company shall have no obligation to make any
                    arrangement for the accumulation of funds to pay any amounts
                    under the Plan. Subject to the preceding sentence, the
                    Company, in its sole discretion, may establish one or more
                    grantor trusts described in subpart E, part I, subchapter J,
                    chapter 1, subtitle A of the Code to accumulate shares of
                    Common Stock or other amounts to pay amounts under the Plan,
                    provided that the assets of such trusts shall be required to
                    be used to satisfy the claims of the Company's general
                    creditors in the event of the Company's bankruptcy or
                    insolvency.

               (b)  In the event that the Company shall decide to establish an
                    advance accrual reserve on its books against the future
                    expense of payments under the Accounts, such reserve shall
                    not under any circumstances be deemed any asset of the Plan
                    but, at all times, shall remain a part of the general assets
                    of the Company subject to the claims of the Company's
                    general creditors.

          14.4 No Right, Title, or Interest in Company Assets. Participants
shall have no right, title, or interest whatsoever in or to any investments
which the Company may make to aid it in meeting its obligations under the Plan.
Nothing contained in the Plan, and no action taken pursuant to its provisions,
shall create a trust of any kind, or a fiduciary relationship between the
Company and any participant, beneficiary, legal representative or any other
person. To the extent that any person acquires a right to receive payments from
the Company under the Plan, such right shall be no greater than the right of an
unsecured general creditor of the Company. All payments to be made hereunder
shall be paid from the general funds of the Company, including any grantor trust
described in Section 14.3(a). The Plan is not intended to be subject to ERISA.

          14.5 No Right to Continued Employment. The participant's rights, if
any, to continue in the employ of the Employer shall not be enlarged or
otherwise affected by his or her participation in the Plan, and the Employer
reserves the right to terminate the employment of any participant at any time,
subject to any limitations or procedures as may be set forth in a separate
employment or retention agreement between the Employer and such participant.

          14.6 Governing Law. The Plan, all awards granted hereunder, and all
actions taken in connection herewith shall be governed by and construed in
accordance with the


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<PAGE>


laws of the State of New Jersey without reference to
principles of conflict of laws, except as superseded by applicable federal law.

                                   ARTICLE 15
                            AMENDMENT AND TERMINATION

          15.1 Right to Amend, Suspend or Terminate. The Board of Directors may
amend, suspend or terminate the Plan at any time with or without prior notice;
provided, however, that no action authorized by this shall impair any rights or
benefits which theretofore vested hereunder without the written consent of the
affected participants.

          15.2 Termination. Upon a termination of the Plan, the Committee may,
but is not required to, pay out the Target Awards or unvested Awards allocated
to a participant's Account, either in whole or in part, under the Plan.

          15.3 No Impairment. The following events shall not constitute an
impairment of any rights or benefits under the Plan: (a) any forfeiture of
unvested Awards allocated to a participant's Account upon an amendment,
suspension or termination of the Plan or (b) any amendment of the term "Change
in Control," provided that such amendment shall not be effective for at least
six (6) months following its adoption.


                                       15