Amended and Restated 1996 Long-Term Incentive Plan

Sabre Holdings Corporation
As Amended November 13, 2000

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CONTENTS

|            |  |                              |  | Page
|----------- |  | ---------------------------- |  | ----
|Section 1.  |  | Purpose; Definitions         |  | 1   
|Section 2.  |  | Administration               |  | 3   
|Section 3.  |  | Stock Subject to Plan        |  | 5   
|Section 4.  |  | Eligibility                  |  | 6   
|Section 5.  |  | Stock Options                |  | 6   
|Section 6.  |  | Stock Appreciation Rights    |  | 8   
|Section 7.  |  | Restricted Stock             |  | 10  
|Section 8.  |  | Deferred Stock               |  | 11  
|Section 9.  |  | Stock Purchase Rights        |  | 13  
|Section 10. |  | Other Stock-Based Awards     |  | 13  
|Section 11. |  | Performance Related Awards   |  | 14  
|Section 12. |  | Change in Control Provisions |  | 15  
|Section 13. |  | Amendments and Termination   |  | 20  
|Section 14. |  | Unfunded Status of Plan      |  | 20  
|Section 15. |  | General Provisions           |  | 20  
|Section 16. |  | Term of Plan                 |  | 21  

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Sabre Holdings Corporation  Amended and Restated 1996 Long-Term Incentive Plan

Section 1. Purpose; Definitions

The purpose of the Sabre Holdings Corporation Amended and Restated 1996 Long-Term Incentive Plan (the "Plan") is to enable Sabre Holdings Corporation
(the "Company") to attract, retain, and reward non-employee directors, officers, managers, and key employees of the Company and its Subsidiaries and Affiliates, and strengthen the
mutuality of interests between such individuals and the Company's shareholders, by offering such individuals performance-based stock incentives and/or other equity interests or equity-based incentives
in the Company, as well as performance-based incentives payable in cash. The Plan is intended to replace and supersede the Company's 1996 Long-Term Incentive Plan (the "1996 Plan").

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

(a)  "Affiliate" means any entity other than the Company and its Subsidiaries that is designated by the Board as a
participating employer under the Plan, provided that the Company directly or indirectly owns at least twenty percent (20%) of the combined voting power of all classes of stock of such entity or at
least twenty percent (20%) of the ownership interests in such entity.

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

(c)  "Book Value" means, as of any given date, on a per share basis (a) the Stockholders' Equity in the Company as of
the end of the immediately preceding fiscal year as reflected in the Company's consolidated balance sheet, subject to such adjustments as the Committee shall specify at or after grant, divided by
(b) the number of then outstanding shares of Stock as of such year-end date (as adjusted by the Committee for subsequent events).

(d)  "Cause" means, but is not limited to, any of the following actions: theft, dishonesty or fraud, insubordination,
persistent inattention to duties or excessive absenteeism, violation of the Company's work rules, code of conduct or policies or state or federal law, or any other conduct which would
disqualify the participant from entitlement to unemployment benefits. The determination of whether Cause exists shall be made in the Company's sole discretion.

(e)  "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

(f)    "Committee" means the Committee referred to in Section 2 of the Plan. If at any time no Committee shall be in
office, then the functions of the Committee specified in the Plan shall be exercised by the Board.

(g)  "Company" means Sabre Holdings Corporation, a corporation organized under the laws of the State of Delaware, or any
successor corporation.

(h)  "Deferred Stock" means an award made pursuant to Section 8 below of the right to receive Stock at the end of a
specified deferral period.

(i)    "Disability" means disability as determined under procedures established by the Committee for purposes of this Plan.

(j)    "Early Retirement" means retirement, with the express consent for purposes of this Plan of the Committee at or before the
time of such retirement, from active employment with the Company and any Subsidiary or Affiliate. For purposes of this plan, and unless otherwise defined in a specific equity grant the participant
will be deemed to have Early Retired if they voluntarily leave employment with the Company when their age is 55 or greater and their years of service are equal to 10 or more.

(k)  "Effective Date" means November 13, 2000.

(l)    "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

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(m)  "Fair Market Value" means, as of any given date, unless otherwise determined by the Committee in good faith, the mean
between the highest and lowest quoted selling price, regular was, of the Stock on the New York Stock Exchange or, if no such sale of Stock occurs on the New York Stock Exchange on such date, the fair
market value of the Stock as determined by the Committee in good faith.

(n)  "Incentive Stock Option" means any Stock Option intended to be and designated as and incentive Stock Option" within the
meaning of Section 422 of the Code.

(o)  "Nonqualified Stock Option" means any Stock Option that is not an Incentive Stock Option.

(p)  "Normal Retirement" means, unless otherwise determined by the Committee, retirement from active employment by or service
with the Company and any Subsidiary or Affiliate on or after age 65.

(q)  "Other Stock-Based Award" means an award under Section 10 below that is valued in whole or in part by reference
to, or is otherwise based on, Stock.

(r)  "Performance Award" means an award under Section 11 below that is valued based on the level of attainment of
performance objectives related to the performance measures set forth in Section 11.

(s)  "Person" means "person" as defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d)
thereof, including a "group" as defined in Section 13(d) of the Exchange Act but excluding the Company and Subsidiary and any employee benefit plan sponsored or maintained by the Company or any
Subsidiary (including any trustee of such plan acting as trustee).

(t)    "Phantom Award" means an award issued prior to the Effective Date by the Company pursuant to a stock appreciation right
agreement or a phantom stock appreciation right agreement.

(u)  "Plan" means Sabre Holdings Corporation's Amended and Restated 1996 Long-Term Incentive Plan, as hereinafter
amended from time to time.

(v)  "Restricted Stock" means an award of shares of Stock that is subject to restrictions under Section 7 below.

(w)  "Retirement" means Normal or Early Retirement.

(x)  "Stock" means the Class A Common Stock, $.01 par value per share, of the Company.

(y)  "Stock Appreciation Right" means the right to participate in an increase in the value of a share of Stock pursuant to an
award granted under Section 6.

(z)  "Stock Option" or "Option" means any option to purchase shares of Stock
(including Restricted Stock and Deferred Stock, if the Committee so determines) granted pursuant to Section 5 below.

(aa)
"Stock Purchase Right" means the right to purchase Stock pursuant to Section 9.

(bb)
"Subsidiary" means a corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of
the corporations (other than the last corporation in the unbroken chain) owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the
other corporations in the chain.

In
addition, the terms "Change in Control," "Potential Change in Control," "Change in Control Price," "Good Reason," and "Notice of Termination" shall have the meanings set forth,
respectively, in Sections 12(b), (c), (d), (e), and (f) below.

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Section 2. Administration

The Plan shall be administered by a committee of not less than two members of the Board, who shall be appointed by, and serve at the pleasure of, the Board. In
selecting the members of the Committee, the Board shall take into account the requirements for the members of the Committee to be treated as "Outside Directors" within the meaning of
Section 162(m) of the Code and "Non-Employee Directors" for purposes of Rule 16b-3, as promulgated under Section 16 of the Exchange Act. The functions of
the Committee specified in the Plan shall be exercised by the Board, if and to the extent that no Committee exists which has the authority to so administer the Plan or to the extent that the Committee
is not comprised solely of Non-Employee Directors for purposes of Rule 16b-3, as promulgated under Section 16 of the Exchange Act.

The
Committee shall have full authority to grant, pursuant to the terms of the Plan, to non-employee directors, officers, managers, and key Employees, eligible under
Section 4: (i) Stock Options and Incentive Stock Options: (ii) Stock Appreciation Rights: (iii) Restricted Stock: (iv) Deferred Stock: (v) Stock Purchase
Rights: (vi) Other Stock-Based Awards: and/or (vii) Performance Awards.

In
particular the Committee shall have the authority:



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The
Committee shall have the authority to adopt, alter, and repeal such rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable: to interpret
the terms and provisions of the Plan and any award issued under the Plan (and any agreements relating thereto): and to otherwise supervise the administration of the Plan.

All
decisions made by the Committee pursuant to the provisions of the Plan shall be made in the Committee's sole discretion and shall be final and binding on all persons, including the
Company and Plan participants.

Section 3. Stock Subject to Plan

The total number of shares of Stock reserved and available for distribution under the Plan shall continue to be 13,635,410 which is the thirteen million
(13,000,000) shares reserved and available under the 1996 Plan prior to its amendment adjusted for the dividend at the time of the spin from American Airlines; provided, however, that as of
January 19, 1999, no more than one million (1,000,000) shares of Stock shall be granted on or after January 19, 1999 in the form of Restricted Stock.

Subject
to Section 6(b)(iv) below, if any shares of Stock that have been optioned cease to be subject to a Stock Option or an Incentive Stock Option, or if any such shares
of Stock that are subject to any Restricted Stock or Deferred Stock award, Stock Purchase Right, Performance Awards, or Other Stock-Based Award granted hereunder are forfeited or any such award
otherwise terminates without a
payment being made to the participant in the form of Stock, such shares shall again be available for distribution in connection with future awards under the Plan.

In
the event of any merger, reorganization, consolidation, recapitalization, Stock dividend, large non-recurring cash dividend (as determined by the Committee), Stock split
or other change in corporate structure affecting the Stock, such substitution or adjustment shall be made in the aggregate number of shares reserved for issuance under the Plan, in the number and
option price of shares subject to outstanding Options granted under the Plan, in the number and purchase price of shares subject to outstanding Stock Purchase Rights under the Plan, and in the number
of shares subject to other outstanding awards granted under the Plan as may be determined to be appropriate by the Committee, in its sole discretion, provided that the number of shares subject to any
award shall always be a whole number. Such adjusted option price shall also be used to determine the amount payable by the Company upon the exercise of any Stock Appreciation Right.

Section 4. Eligibility

Non-employee directors, officers, managers, and other key employees of the Company and its Subsidiaries and Affiliates who are responsible for or
contribute to the management, growth and/or profitability of the business of the Company and/or its Subsidiaries and Affiliates are eligible to be granted awards under the Plan.

Section 5. Stock Options

Stock Options may be granted alone, in addition to or in tandem with other awards granted under the Plan. Any Stock Option granted under the Plan shall be in such
form as the Committee may from time to time approve.

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Stock
Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Nonqualified Stock Options.

The
Committee shall have the authority to grant to any optionee Incentive Stock Options, Nonqualified Stock Options, or both types of Stock Options (in each case with or without Stock
Appreciation Rights); provided that, in no event shall the number of shares of Stock subject to any Stock Options granted to any employee during any twelve (12) month period (determined without
regard to whether any option is cancelled) exceed one million (1,000,000) shares, as such number may be adjusted pursuant to Section 3.

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

(a)Option Price. The Option price per share of Stock purchasable under a Stock Option shall be determined by the Committee
at the time of grant but shall be not less than one hundred percent (100%) of the Fair Market Value of the Stock at grant, provided however, that the Option price per share of Stock purchasable under
a Stock Option that is granted to an optionee in replacement of a Phantom Award may be less than one hundred percent (100%) of the Fair Market Value of the Stock at the time of grant, subject to an
overall limit of two hundred fifty thousand (250,000) shares of Stock purchasable under such Stock Options replacing Phantom Awards.

(b)Option Term. The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more
than ten (10) years after the date the Option is granted.

(c)Exercisability. Stock Options shall be exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee at or after grant: provided, however, that, except as provided in Section 12, or unless otherwise determined by the Committee at or after grant, no Stock
Option shall be exercisable prior to the first anniversary date of the granting of the Option. If the Committee provides, in its sole discretion, that any Stock Option is exercisable only in
installments, the Committee may waive such installment exercise provisions at any time at or after grant in whole or in part, based on such factors as the Committee shall determine, in its sole
discretion.

(d)Method of Exercise. Subject to whatever installment exercise provisions apply under Section 5(c), Stock Options
may be exercised in whole or in part at any time during the option period, by giving written notice of exercise to the Company, or its designated representative, specifying the number of shares to be
purchased.

Such
notice shall be accompanied by payment in full of the purchase price, either by check, note or such other instrument as the Committee may accept. As determined by the Committee, in
its sole discretion, at or after grant, payment in full or in part may also be made in the form of unrestricted Stock already owned by the optionee or, in the case of the exercise of a Nonqualified
Stock Option, in the form of Restricted Stock, or Deferred Stock subject to an award hereunder (based, in each case, on the Fair Market Value of the Stock on the date the Option is exercised).

If
payment of the option exercise price of a Nonqualified Stock Option is made in whole or in part in the form of Restricted Stock or Deferred Stock, such Restricted Stock or Deferred
Stock (and any replacement shares relating thereto) shall remain (or be) restricted or deferred, as the case may be, in accordance with the original terms of the Restricted Stock award or Deferred
Stock award in question, and any additional Stock received upon the exercise shall be subject to the same forfeiture restrictions
or deferral limitations, unless otherwise determined by the Committee, in its sole discretion, at or after grant.

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No
shares of Stock shall be issued until full payment therefore has been made. An optionee shall generally have the rights to dividends or other rights of a shareholder with respect to
the shares subject to the Option when the optionee has given written notice of exercise, has paid in full for such shares, and, if requested, has given the representation described in
Section 15(a).

(e)Transferability of Options. Unless the Committee shall permit (on such terms and conditions as it shall establish) an
Option to be transferred to a member of the participant's immediate family or to a trust or similar vehicle for the benefit of such immediate family members, no Option shall be assignable or
transferable except by will or the laws of descent and distribution, and except to the extent required by law, no right or interest of any participants shall be subject to any lien, obligation or
liability of the participant.

(f)Termination by Death. Subject to Section 5(k), if an optionee's employment by or service with the Company and any
Subsidiary or Affiliate terminates by reason of death, any Stock Option held by such optionee may thereafter be exercised in accordance with the terms and conditions established by the Committee.

(g)Termination by Reason of Disability. Subject to Section 5(k), if an optionee's employment by or service with the
Company and any Subsidiary or Affiliate terminates by reason of Disability, any Stock Option held by such optionee may thereafter be exercised by the optionee in accordance with the terms and
conditions established by the Committee. In the event of termination of employment or service by reason of Disability, if an Incentive Stock Option is exercised after the expiration of the exercise
periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a Nonqualified Stock Option.

(h)Termination by Reason of Retirement. Subject to Section 5(k), if an optionee's employment by or service with the
Company and any Subsidiary or Affiliate terminates by reason of Normal or Early Retirement, any Stock Option held by such optionee may thereafter be exercised by the optionee, in accordance with the
terms and conditions established by the Committee. In the event of termination of employment by reason of Retirement, if an Incentive Stock Option is exercised after the expiration of the exercise
periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as Nonqualified Stock Option.

(i)Termination for Cause. Subject to Section 5(k), if an optionee's employment by the Company and any Subsidiary or
Affiliate is terminated for Cause, the Stock Option shall thereupon terminate, whether or not exercisable at that time.

(j)Other Termination. Unless otherwise determined by the Committee, if an optionee's employment by or service with the
Company and any Subsidiary or Affiliate terminates for any reason other than death, Disability or Normal or Early Retirement, the Stock Option shall thereupon terminate.

(k)Incentive Stock Options. Anything in the Plan to the contrary notwithstanding, no term of this Plan relating to Incentive
Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code,
or, without the consent of the optionee(s) affected, to disqualify any Incentive Stock Option under such Section 422.

(l)Buyout Provisions. The Committee may at any time offer to buy out for payment in cash, Stock, Deferred Stock or
Restricted Stock, an Option previously granted, based on such terms and conditions as the Committee shall establish and communicate to the participant at the time that such offer is made.

(m)Settlement Provisions. If the option agreement so provides at grant or is amended after grant but prior to the exercise
to so provide (with the optionee's consent), the Committee may require

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that all or part of the shares to be issued with respect to the spread value of an exercised Option take the form of Deferred or Restricted Stock, which shall be valued on the date of exercise on the
basis of the Fair Market Value (as determined by the Committee) of such Deferred or Restricted Stock determined without regard to the deferral limitations and/or forfeiture restrictions involved.

Section 6. Stock Appreciation Rights

(a)Grant and Exercise. Stock Appreciation Rights may be granted alone or in
conjunction with all or
part of any Stock Option granted under the Plan: provided that, in no event shall the number of shares of Stock Appreciation Rights granted to any employee during any twelve (12) month period
exceed one million (1,000,000) shares, as such number may be adjusted pursuant to Section 3. In the case of a Nonqualified Stock Option, such rights may be granted either at or after the time
of the grant of such Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of grant of such Stock Option.

The
term of each Stock Appreciation Right granted independent of a Stock Option shall be fixed by the Committee, but no Stock Appreciation Right shall be exercisable more than ten
(10) years after the date the Stock Appreciation Right is granted. A Stock Appreciation Right or applicable portion thereof granted with respect to a given Stock Option shall terminate and no
longer be exercisable upon the termination or exercise of the related Stock Option, subject to such provisions as the Committee may specify at grant where a Stock Appreciation Right is granted with
respect to less than the full number of shares covered by a related Stock Option.

A
Stock Appreciation Right may be exercised by an optionee, subject to Section 6(b), in accordance with the procedures established by the Committee for such purposes. Upon such
exercise, the optionee shall be entitled to receive an amount determined in the manner prescribed in Section 6(b). Stock Options relating to exercised Stock Appreciation Rights shall no longer
be exercisable to the extent that the related Stock Appreciation Rights have been exercised.

(b)Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the
provisions of the Plan, as shall be determined from time to time by the Committee, including the following:



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Section 7. Restricted Stock

(a)Administration. Subject to the limitations set forth in Section 3, shares of
Restricted
Stock may be issued either alone or, in addition to, or in tandem with, other awards granted under the Plan and or cash awards made outside of the Plan. The Committee shall determine the eligible
persons to whom, and the time or times at which, grants of Restricted Stock will be made, the number of shares to be awarded, the price (if any) to be paid by the recipient of Restricted Stock
(subject to Section 7(b)), the time or times within which such awards may be subject to forfeiture, and all other terms and conditions of the awards.

The
Committee may condition the grant of Restricted Stock upon the attainment of specified performance goals or such other factors as the Committee may determine, in its sole discretion.

The
provisions of Restricted Stock awards need not be the same with respect to each recipient.

(b)Awards and Certificates. The prospective recipient of a Restricted Stock award shall not have any rights with respect to
such award, unless and until such recipient has executed an agreement evidencing the award and has delivered a fully executed copy thereof to the Company, and has otherwise complied with the
applicable terms and conditions of such award.



(c)Terms and Conditions. The shares of Restricted Stock awarded pursuant to this Section 7 shall he subject to the
following restrictions and conditions:



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(d)Minimum Value Provisions. In order to better ensure that award payments actually reflect the performance of the Company,
Subsidiaries, Affiliates and service of the participant, the Committee may provide, in its sole discretion, for a tandem performance-based or other award designed to guarantee a minimum value, payable
in cash or Stock to the recipient of a Restricted Stock award, subject to such performance, future service, deferral and other terms and conditions as may be specified by the Committee.

Section 8. Deferred Stock

(a)Administration. Deferred Stock may be awarded either alone, in addition to, or in
tandem with
other awards granted under the Plan and/or cash awards made outside of the Plan. The Committee shall determine the eligible persons to whom and the time or times at which Deferred Stock shall be
awarded, the number of shares of Deferred Stock to be awarded to any person, the duration of the period (the "Deferral Period") during which, and the conditions under which, receipt of the Stock will
be deferred, and the other terms and conditions of the award in addition to those set forth in Section 8(b).

The
Committee may condition the grant of Deferred Stock upon the attainment of specified performance goals or such other factors or criteria as the Committee shall determine, in its sole
discretion.

The
provisions of Deferred Stock awards need not be the same with respect to each recipient.

(b)Terms and Conditions. The shares of Deferred Stock awarded pursuant to this Section 8(b) shall be subject to the
following terms and conditions:



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(c)Minimum Value Provisions. In order to better ensure that award payments actually reflect the performance of the Company,
Subsidiaries, Affiliates and service of the participant, the Committee may provide, in its sole discretion, for a tandem performance-based or other award designed to guarantee a minimum value, payable
in cash or Stock to the recipient of a Deferred Stock award, subject to such performance, future service, deferral and other terms and conditions as may be specified by the Committee.

Section 9. Stock Purchase Rights

(a)(a)Awards and Administration.
The Committee may grant
eligible participants Stock Purchase Rights which shall enable such participants to purchase Stock (including Deferred Stock and Restricted Stock) at price(s) determined by the Committee at or after
grant.

The
Committee shall also impose such deferral, forfeiture, and/or other terms and conditions as it shall determine, in its sole discretion, on such Stock Purchase Rights or the exercise
thereof.

The
terms of Stock Purchase Rights awards need not be the same with respect to each participant.

Each
Stock Purchase Right award shall be confirmed by, and be subject to the terms of, a Stock Purchase Rights agreement.

(b)Exercisability.Stock Purchase Rights shall be exercisable for such period after grant as is determined by the Committee.

Section 10. Other Stock-Based Awards

(a)Administration. Other awards of Stock and other awards that are valued in whole or in part by reference to, or are
otherwise based on, Stock ("Other Stock-Based Awards"), including, without limitation, stock purchase rights, performance shares, convertible preferred stock, convertible debentures, exchangeable
securities and Stock awards or options valued by reference to Book Value or subsidiary performance, may be granted either along with, or in addition to, or in tandem with, Stock Options, Stock
Appreciation Rights, Restricted Stock, Deferred Stock, or Stock Purchase Rights granted under the Plan and/or cash awards made outside of the Plan.

Subject
to the provisions of the Plan, the Committee shall have authority to determine the persons to whom and the time or times at which such awards shall be made, the number of shares
of Stock to be awarded pursuant to such awards, and all other conditions of the awards. The Committee may also provide for the grant of Stock upon the completion of a specified performance period.

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The
provision of Other Stock-Based Awards need not be the same in respect to each recipient.

(b)Terms and Conditions. Other Stock-Based Awards made pursuant to this Section 10 shall be subject to the following
terms and conditions:



Section 11. Performance Related Awards

(a) Performance Objectives. Notwithstanding anything else contained in the Plan to the contrary, unless the Committee otherwise determines
at the time of grant, a cash-based award or any award of Restricted Stock, Deferred Stock, or Other Stock-Based Awards to an officer who is subject to the reporting requirements of
Section 16(a) of the Exchange Act, as amended, other than an award which will vest solely on the basis of the passage of time, shall become vested, if at all, upon the determination by the
Committee that performance objectives established by the Committee have been attained, in whole or in part (a "Performance Award"). Such performance objectives shall be determined over a measurement
period or periods established by the Committee and related to at least one of the following criteria, which may be determined solely by reference to the performance of (i) the Company,
(ii) a Subsidiary, (iii) an Affiliate, (iv) a division or unit of any of the foregoing, or based on comparison performance of any of the foregoing relative to other companies:
(A) return on assets: (B) return on equity; (C) total shareholder return: (D) revenues: (E) cash flows, revenues, and/or earnings relative to other parameters:
(F) operating income: (G) return on investment: (H) changes in the value of the Company's common stock: and (I) operating margin (the "Performance Criteria"). Excluding
Stock
Options and/or Stock Appreciation Rights granted hereunder, the maximum number of shares of Stock that may be awarded to any one participant and that may be subject to any

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such Performance Award in any twelve (12) month period shall not exceed 100,000 shares, as such number may be adjusted pursuant to Section 3.

(b)Annual Incentive Compensation. The Committee may, in addition to the Performance Awards described above, pay cash amounts under the
Plan to any officer of the Company and any Subsidiary or Affiliate who is subject to the reporting requirements of Section 16(a) of the Exchange Act upon the achievement, in whole or in part,
of performance goals or objectives established in writing by the Committee with respect to such performance periods as the Committee shall determine. Any such goals or objectives shall be based on one
or more of the Performance Criteria. Notwithstanding anything else contained herein to the contrary, the maximum amount of any such cash payment to any single officer with respect to any calendar year
shall not exceed the lesser of (A) $2,000,000 and (B) twice the officer's annual base salary as in effect on the last day of the preceding fiscal year.

(c)Interpretation. Notwithstanding anything else in the Plan to the contrary, to the extent a Performance Related Award is intended to
qualify as performance-based compensation within the meaning of Section 162(m)(4)(C) of the Code, the Committee shall not be entitled to exercise any discretion if the exercise of such
discretion would cause such award to fail to qualify as performance-based compensation.

Section 12. Change in Control Provisions

(a)Impact of Event. In the event of either:







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(b)Definition of "Change in Control". For purposes of Section 12(a), a "Change in Control" means the happening of any of the
following:



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(c)Definition of Potential Change in Control. For purposes of Section 12(a), a "Potential Change in Control" means the happening
of any one of the following:



(d) Change in Control Price. For the purposes of the Section 12, "Change in Control Price" means the highest price per share paid
in any transaction reported on the New York Stock Exchange Composite Index, or paid or offered in any bona fide transaction related to a potential or actual Change in Control of the Company at any
time during the sixty (60) day period immediately preceding the occurrence of the Change in Control (or, where applicable, the occurrence of the Potential Change in Control event), in each case
as determined by the Committee except that, in the case of Incentive Stock Options and Stock Appreciation Rights relating to Incentive Stock Options, such price shall be based only on transactions
reported for the date on which the optionee exercises such Stock Appreciation Rights or, where applicable, the date on which a cashout occurs under Section 12(a)(iv).

(e)Definition of Good Reason.For purposes of Section 12(a) above, the participant will be entitled to terminate employment with
the Company and its Subsidiaries for "Good Reason" after a Change in Control if:



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(f)Notice of Termination. Any termination of the participant's employment, by the Participant, as contemplated by
Section 12(e) above will be communicated by written notice to the Company delivered in person or by certified mail. Any "Notice of Termination" will: (i) state the effective date of
termination, which will not be less than thirty (30) days or more than sixty (60) days after the date the Notice of Termination is delivered (the "Termination Date"), (ii) state
the specific provision in this Plan being relied upon for termination; (iii) state the facts and circumstances claimed to provide a basis for such termination in reasonable detail.

Section 13. Amendments and Termination

The Board may amend, alter, or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made which would impair the rights of an optionee
or participant under a Stock Option, Incentive Stock Option, Stock Appreciation Right, Restricted or Deferred Stock award, Stock Purchase Right, Other Stock-Based Award, or Performance Award
theretofore granted, without the optionee's or participant's consent.

The
Committee may amend the terms of any Stock Option or other award theretofore granted, prospectively or retroactively, but subject to Section 3 above, no such amendment shall
impair the rights of any holder without the holder's consent.

Subject
to the above provisions, the Board shall have broad authority to amend the Plan to take in to account changes in applicable securities and tax laws and accounting rules, as well
as other developments.

Section 14. Unfunded Status of Plan

The Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With respect to any payments not yet made to a participant or
optionee by the Company, nothing contained herein shall give any such participant or optionee any rights that are greater than those of a general creditor of the Company. In its sole discretion, the
Committee may authorize the creation of

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trusts or other arrangements to meet the obligations created under the Plan to deliver Stock or payments in lieu of or with respect to awards hereunder: provided, however, that unless the Committee
otherwise determines with the consent of the affected participant, the existence of such trusts or other arrangements is consistent with the "unfunded" status of the Plan.

Section 15. General Provisions

(a)  The
Committee may require each person purchasing shares pursuant to a Stock Option or other award under the Plan to represent to and agree with the Company in writing
that the optionee or participant is acquiring the shares without a view to distribution thereof. The certificates for such shares may include any legend, which the Committee deems appropriate to
reflect any restrictions on transfer.

All
certificates for shares of Stock or other securities delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed, and any applicable federal or state
securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(b)  Nothing
contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is
required, and such arrangements may be either generally applicable or applicable only in specific cases.

(c)  The
adoption of the Plan shall not confer upon any employee of the Company or any Subsidiary or Affiliate any right to continued employment or service as a director with
the Company or a Subsidiary or Affiliate, as the case may be, nor shall it interfere in any way with the right of the Company or a Subsidiary or Affiliate to terminate the employment of any of its
employees or service of a director at any time.

(d)  Except
as the participant and the Company may otherwise agree, no later than the date as of which an amount first becomes includable in the gross income of the
participant for federal income tax purposes with respect to any award under the Plan, the participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment
of any federal, state, or local taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Committee, withholding obligations may be settled with
Stock, including Stock that is part of the award that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditional on such payment of arrangements and
the Company and its Subsidiaries or Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the participant.

(e)  The
actual or deemed reinvestment of dividends or dividend equivalents in additional Restricted Stock (or in Deferred Stock or other types of Plan awards) at the time of
any dividend payment shall
only be permissible if sufficient shares of Stock are available under Section 3 for such reinvestment (taking into account then outstanding Stock Options. Stock Purchase Rights, and other Plan
awards).

(f)    The
Plan and all awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware.

Section 16. Term of Plan

No Stock Option, Incentive Stock Option, Stock Appreciation Right, Restricted Stock award, Deferred Stock award, Stock Purchase Right, Other Stock-Based Award, or
Performance Award shall

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be granted pursuant to the Plan on or after the tenth (10th) anniversary of the date of shareholder approval, but awards granted prior to such tenth (10th) anniversary may extend beyond that date.

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