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                                                                     EXHIBIT 4.1


                           BENTON OIL AND GAS COMPANY
                       2001 LONG TERM STOCK INCENTIVE PLAN

I.       PURPOSE

The purpose of this 2001 Long Term Stock Incentive Plan (the "Plan") is to
enable Benton Oil and Gas Company (the "Company"), and such of its subsidiaries
(as defined in Section 424(f) of the Internal Revenue Code of 1986 (the "Code"))
and affiliates as the Board of Directors of the Company (the "Board") shall from
time to time designate ("Participating Subsidiaries"), to attract and retain
qualified Participants, and to provide such persons with additional motivation
to advance the interests of the Company and its Participating Subsidiaries. The
Plan provides for the grant of Stock Options, Limited Rights and Supplemental
Bonuses to Participants.

II.      CERTAIN DEFINITIONS

         2.1 "CHANGE OF CONTROL". The term "Change of Control" shall mean any of
the following events:

                  (A) any Person, as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than Company, any trustee or other fiduciary
holding securities under an employee benefit plan of Company, or any company
owned, directly or indirectly, by the stockholders of Company in substantially
the same proportions as their ownership of stock of Company) is or becomes the
"Beneficial Owner" as defined in Rule 13d-3 under the Exchange Act, directly or
indirectly, of 25% or more of the combined voting power of Company's outstanding
securities;

                  (B) individuals who constitute the Board on the effective date
of the Plan (the "Incumbent Board") cease for any reason to constitute at least
a majority thereof, provided that any Person becoming a director subsequent to
such effective date whose election, or nomination for election by Company's
stockholders, was approved by a vote of at least a majority of the directors
comprising the Incumbent Board (either by a specific vote or by approval of the
proxy statement of Company in which such person is named as a nominee for
director, without objection to such nomination) shall be, for purposes of this
clause (B), considered as though such Person were a member of the Incumbent
Board.

                  (C) the stockholders of the Company shall approve a merger,
consolidation, recapitalization, or reorganization of the Company, a reverse
stock split of outstanding voting securities, or consummation of any such
transaction if stockholder approval is not obtained, other than (1) any such
transaction which would result in at least 50% of the total voting power
represented by the voting securities of the surviving entity outstanding
immediately after such transaction being "Beneficially Owned" (as defined above)
by 75% or more of the holders of outstanding voting securities of the Company
immediately prior to the transaction, with the voting power of each such
continuing holder relative to other such continuing holders not substantially
altered in the transaction, or (2) a merger or consolidation effected to
implement a recapitalization of Company (or similar transaction) in which no
"Person" (as defined above) acquires more than 50% of the combined voting power
of the Company's then outstanding securities; or


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                  (D) the stockholders of Company approve a plan of complete
liquidation of Company or an agreement for the sale or disposition by Company of
all or substantially all of Company's assets.

Notwithstanding anything in the foregoing to the contrary, no Change of Control
shall be deemed to have occurred with respect to any particular Participant by
virtue of any transaction which results in such Participant, or a group of
Persons which includes such Participant, acquiring, directly or indirectly, 25%
or more of the combined voting power of the Company's outstanding securities.

         2.2 "COMMON STOCK". Common Stock means Common Stock, par value $0.01
share of the Company.

         2.3 "DISINTERESTED PERSON". A Disinterested Person is a person who, at
the time he exercises discretion in administering the Plan, qualifies as a
"disinterested person" under Rule 16b-3(c)(2) under the Exchange Act.

         2.4 "EMPLOYEE". An Employee is an employee of the Company or any
Participating Subsidiary.

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

         2.6 "FAIR MARKET VALUE". The Fair Market Value of a share of Common
Stock on any date shall be the closing price of Common Stock as reported in the
Wall Street Journal for securities listed on the NASDAQ or the New York Stock
Exchange for the date in question, or if no such closing price is available, the
closing price on the next preceding date for which a closing price was so
reported, unless otherwise specified by the Subcommittee.

         2.7 "LIMITED RIGHT". A Limited Right is the right to receive payment,
in cash, following a Change of Control, of an amount equal to the product
computed by multiplying (i) the excess of (A) the higher of (x) the Minimum
Price Per Share, if the Change of Control occurs as a result of a Transaction,
tender offer or exchange offer, or (y) the highest Fair Market Value per share
during the period commencing thirty days prior to the Change of Control and
ending immediately prior to the date the Limited Right is exercised, over (B)
the Option Price per share under the Stock Option to which such Limited Right
relates, by (ii) the number of shares of Common Stock as to which such Limited
Right is being exercised provided that, in the case of any ISO, the amount
computed under part (A) of the foregoing formula shall be equal to the Fair
Market Value of Common Stock on the date the Limited Right is in fact exercised,
and provided further that, in the case of any other Limited Right that has not
been outstanding at least seven months at the time the Change of Control occurs,
the amount computed under part (A) of the foregoing formula shall be equal to
the highest amount that could be computed under part (y) of such formula using a
Fair Market Value that first became determinable six months or more after the
date of grant of the Limited Right (with such Fair Market Value otherwise
determined in accordance with the foregoing formula).

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         2.8 "MINIMUM PRICE PER SHARE". Minimum Price Per Share means the
highest gross price (before brokerage commissions and soliciting dealer's fees)
paid or to be paid for a share of Common Stock (whether by way of exchange,
conversion, distribution or upon liquidation or otherwise) in any Transaction,
tender offer or exchange offer occurring prior to the date on which such Limited
Right is exercised. If the consideration paid or to be paid in any such
Transaction, tender offer or exchange offer shall consist, in whole or in part,
of consideration other than cash, the Subcommittee shall take such action, as in
its judgment it deems appropriate, to establish the cash value of such
consideration, but such valuation shall not be less than the value, if any,
attributed to such consideration in writing by any party to such Transaction,
tender offer or exchange offer other than the Company.

         2.9 "PARTICIPANT". A Participant is an Employee of the Company or a
Subsidiary, and any director, consultant or other person providing key services
to the Company or a Subsidiary to whom a Stock Option, Limited Right or
Supplemental Bonus is granted.

         2.10 "STOCK OPTION". A Stock Option is the right granted under the Plan
to a Participant to purchase, at such time or times and at such price or prices
("Option Price") as are determined by the Subcommittee, the number of shares of
Common Stock determined by the Subcommittee.

         2.11 "SUBCOMMITTEE". Subcommittee means the Committee described in
Section IV.

         2.12 "SUPPLEMENTAL BONUS". A Supplemental Bonus is the right to receive
payment, in shares of Common Stock, cash or a combination of shares of Common
Stock and cash, of an amount specified by the Subcommittee pursuant to Section
7.6.

         2.13 "TRANSACTION". A Transaction is (A) any consolidation or merger of
the Company in which the Company is not the surviving corporation other than a
merger solely to effect a reincorporation or a merger of the Company as to which
stockholder approval is not required pursuant to Sections 251(f) or 253 of the
Delaware General Corporation Law, (B) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of 50% or more
of the assets or earnings power of the Company, or (C) the adoption of any plan
or proposal for the liquidation or dissolution of the Company.

For purposes of this Plan, the Subcommittee may, by resolution, clarify the date
as of which a Change of Control shall be deemed to have occurred.

III.     INCENTIVE STOCK OPTIONS AND NONSTATUTORY STOCK OPTIONS

The Stock Options granted under the Plan may be either:

(a) Incentive Stock Options ("ISOs") which are intended to be "incentive stock
options" as that term is defined in Section 422 of the Code: or

(b) Nonstatutory Stock Options ("NSOs") which are intended to be options that do
not qualify as "incentive stock options" under Section 422 of the Code.

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The individual Option Agreement(s) shall clearly designate whether the Stock
Options granted are ISOs or NSOs. Subject to other provisions of the Plan, a
Participant may receive ISOs and NSOs at the same time, provided that the ISOs
and NSOs are clearly designated as such.

Except as otherwise expressly provided herein, all of the provisions and
requirements of the Plan relating to Stock Options shall apply to ISOs and NSOs.

IV.      ADMINISTRATION

         4.1 SUBCOMMITTEE. The Plan shall be administered by a Subcommittee of
the Board. The Subcommittee shall consist of at least two members of the Board
of Directors who are not employed by the Company and who shall be Disinterested
Persons. Subject to the provisions of the Plan, the Subcommittee shall have full
authority to administer the Plan, including authority to grant awards under the
Plan and determine the terms thereof, to interpret and construe any provision of
the Plan and any Stock Option, Limited Right or Supplemental Bonus granted
thereunder, to adopt such rules and regulations for administering the Plan,
including those it may deem necessary in order to comply with the requirements
of the Code or in order that Stock Options that are intended to be ISOs will be
classified as incentive stock options under the Code, or in order to conform to
any regulation or to any change in any law or regulation applicable thereto and
to make all other decisions and determinations under the plan.

         4.2 ACTIONS OF SUBCOMMITTEE. All actions taken and all interpretations
and determinations made by the Subcommittee in good faith (including
determinations of Fair Market Value) shall be final and binding upon all
Participants, the Company and all other interested persons. No member of the
Subcommittee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan, and all members of
the Subcommittee shall, in addition to their rights as directors, be fully
protected by the Company with respect to any such action, determination or
interpretation.

V.       ELIGIBILITY AND PARTICIPATION

         5.1 ELIGIBLE PARTICIPANTS. Grants of Stock Options, Limited Rights and
Supplemental Bonuses may be made to Participants. The Subcommittee shall from
time to time determine the Employees to whom Stock Options shall be granted, the
number of shares of Common Stock subject to each Stock Option to be granted to
each such Participant, the Option Price of such Stock Options and the terms and
conditions of such Stock Options, subject to the provisions of this Plan. No
officer may be granted more than 500,000 options during any one fiscal year.

         5.2 OPTION PRICE. Except as otherwise provided in Section 7.8, the
Option Price of any ISO or NSO shall not be less than the Fair Market Value of a
share of Common Stock on the date on which the Stock Option is granted and shall
not be less than par value of Common Stock. If an ISO is granted to an Employee
who then owns stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or any parent or subsidiary corporation
of the Company, the Option Price of such ISO shall be at least 110% of the Fair
Market Value of the Common Stock subject to the ISO on the date such ISO is
granted, and such ISO shall not be exercisable after five years after the date
on which it was granted.

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         5.3 OPTION AGREEMENT. Each Stock Option shall be evidenced by a written
agreement ("Option Agreement") containing such terms and provisions as the
Subcommittee may determine, subject to the provisions of this Plan.

VI.      SHARES OF COMMON STOCK SUBJECT TO THE PLAN

         6.1 MAXIMUM NUMBER. The maximum aggregate number of shares of Common
Stock that may be issued under the Plan shall be 1,697,000 shares, subject to
adjustment as provided in Section 6.2. Such shares may be authorized and
unissued shares or may be treasury shares. The aggregate Fair Market Value
(determined as of the time the ISO is granted) of the Common Stock as to which
all ISOs granted to an individual may first become exercisable in a particular
calendar year may not exceed $100,000, provided that to the extent that Stock
Options intended to be ISOs (together with all incentive stock options granted
under other Company plans to such individual) become exercisable in a given year
in excess of this limit, such Stock Options shall be deemed to be NSOs and shall
be exercisable as such. If any shares of Common Stock subject to Stock Options
are not purchased or otherwise paid for before such Stock Options expire or
otherwise terminate, unless such Stock Options are surrendered upon exercise of
Limited Rights, such shares may again be made subject to Stock Options or
otherwise issued under the Plan. Shares shall be treated as issued under the
Plan and counted against the limitation set forth in this Section 6.1, including
with respect to the payment of Supplemental Bonuses, in a manner that complies
with applicable requirements under Rule 16b-3 under the Exchange Act. On an
annual basis, Stock Options may not be granted to any individual participant in
excess of 500,000 Options.

         6.2 CAPITAL CHANGES. In the event any changes are made to the shares of
Common Stock (whether by reason of merger, consolidation, reorganization,
recapitalization, stock dividend in excess of one percent (1%) at any single
time, stock split, combination of shares, exchange of shares, extraordinary cash
dividend, change in corporate structure or otherwise), the Subcommittee shall,
in order to prevent dilution or enlargement of Participants' rights, make
appropriate adjustments in: (i) the number and kind of shares theretofore made
subject to Stock Options, and in the Option Price of said shares; and (ii) the
aggregate number of shares which may be issued under the Plan. If any of the
foregoing adjustments shall result in a fractional share, the fraction shall be
disregarded, and the Company shall have no obligation to make any cash or other
payment with respect to such a fractional share.

VII.     EXERCISE OF STOCK OPTIONS

         7.1 TIME OF EXERCISE. Subject to the provisions of the Plan, including
without limitation Section 7.7, the Subcommittee, in its discretion, shall
determine the time when a Stock Option, or a portion of a Stock Option, shall
become exercisable, and the time when a Stock Option, or a portion of a Stock
Option, shall expire. Such time or times shall be set forth in the Option
Agreement evidencing such Stock Option. An ISO shall expire, to the extent not
exercised, no later than the tenth anniversary of the date on which it was
granted, and an NSO shall expire, to the extent not exercised, no later than 10
years and one day after the date on which it was granted. The Subcommittee may
accelerate the vesting of any Participant's Stock option by giving written
notice to the Participant. Unless otherwise determined by the

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Subcommittee, the acceleration of the exercise period of a Stock Option shall
not affect the expiration date of that Stock Option.

         7.2 SURRENDER OF SHARES IN PAYMENT OF EXERCISE PRICE. The Subcommittee,
in its sole discretion, may permit a Participant to surrender to the Company
shares of the Common Stock as part or full payment for the exercise of a Stock
Option. Such surrendered shares shall be valued at their Fair Market Value on
the date of exercise. Unless otherwise determined by the Subcommittee, any such
shares surrendered by the Participant shall have been held by him for at least
six months prior to surrender.

         7.3 USE OF PROMISSORY NOTE: EXERCISE LOANS. The Subcommittee may, in
its sole discretion, impose terms and conditions, including conditions relating
to the manner and timing of payments of the Option Price, on the exercise of
Stock Options. Such terms and conditions may include, but are not limited to,
permitting a Participant to deliver to the Company his promissory note as
payment for the exercise of a Stock Option; provided that, with respect to any
promissory note given as payment or partial payment for the exercise of an ISO,
all terms of such note shall be determined at the time a Stock Option is granted
and set forth in the Option Agreement. The Subcommittee, in its sole discretion,
may authorize the Company to make a loan to a Participant in connection with the
exercise of Stock Options, or authorize the Company to arrange or guaranty loans
to a Participant by a third party, including in connection with broker assisted
cashless exercises. The foregoing notwithstanding, a Participant shall pay at
least the par value of the Common Stock to be acquired upon exercise of a Stock
Option in the form of lawful consideration under the Delaware General
Corporation Law prior to issuance of such shares.

         7.4 STOCK RESTRICTION AGREEMENT. The Subcommittee may provide that
shares of Common Stock issuable upon the exercise of a Stock Option shall, under
certain conditions, be subject to restrictions whereby the Company has a right
of first refusal with respect to such shares or a right or obligation to
repurchase all or a portion of such shares, which restrictions may survive a
Participant's term of employment with the Company. The acceleration of time or
times at which the Stock Option becomes exercisable may be conditioned upon the
Participant's agreement to such restrictions.

         7.5 TERMINATION OF EMPLOYMENT BEFORE EXERCISE. If a Participant's
employment with the Company or a Participating Subsidiary shall terminate for
any reason other than the Participant's disability, any ISO then held by the
Participant, to the extent then exercisable under the applicable Option
Agreement(s), shall remain exercisable after the termination of his employment
for a period of three months. If the Participant's employment is terminated
because the Participant is disabled within the meaning of Section 22(e)(3) of
the Code, any ISO then held by the Participant, to the extent then exercisable
under the applicable Option Agreement(s), shall remain exercisable after the
termination of his employment for a period of one year (but in no event beyond
ten years from the date of grant of the ISO). If the Stock Option is not
exercised during the applicable period, it shall be deemed to have been
forfeited and of no further force or effect. The period and extent to which an
NSO may be exercised following termination of employment shall be determined by
the Subcommittee.

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         7.6 GRANT OF SUPPLEMENTAL BONUSES. The Subcommittee, either at the time
of grant or at any time prior to exercise of any NSO or Limited Right, may
provide for a Supplemental Bonus from the Company or Participating Subsidiary in
connection with a specified number of shares of Common Stock then purchasable,
or which may become purchasable, under an NSO, or a specified number of Limited
Rights which may be or become exercisable. A Supplemental Bonus shall be
automatically payable upon the exercise of the NSO or Limited Right with regard
to which such Supplemental Bonus was granted. A Supplemental Bonus shall not
exceed the amount necessary to reimburse the Participant for the income tax
liability incurred by him upon the exercise of the NSO or upon the exercise of
such Limited Right, calculated using the maximum combined federal and applicable
state income tax rates then in effect and taking into account the tax liability
arising from the Participant's receipt of the Supplemental Bonus, all as
determined by the Subcommittee. The Subcommittee may, in its discretion, elect
to pay any part or all of the Supplemental Bonus in: (i) cash; (ii) shares of
Common Stock; or (iii) any combination of cash and shares of Common Stock;
provided that bonuses payable in respect of Limited Rights shall be payable only
in cash. The Subcommittee's election shall be made by giving written notice to
the Participant not later than 90 days after the related exercise, which notice
shall specify the portion which the Subcommittee elects to pay in cash, shares
of Common Stock or a combination thereof. In the event any portion is to be paid
in shares of Common Stock, the number of shares to be delivered shall be
determined by dividing the amount which the subcommittee elects to pay in shares
of Common Stock by the Fair Market Value of one share of Common Stock on the
date of exercise. Any fractional share resulting from any such calculation shall
be disregarded. Said shares, together with any cash payable to the Participant,
shall be delivered within said 90-day period.

         7.7 OPTION VESTING UPON CHANGE OF CONTROL OF THE COMPANY. In the event
of a Change of Control of the Company, the vesting of Stock Options granted
pursuant to the Plan shall automatically be accelerated, so that all Stock
Options outstanding at the time of such Change of Control will be exercisable
immediately except as otherwise provided in Section 2.1.

         7.8 STAND-ALONE, ADDITIONAL, TANDEM, AND SUBSTITUTE AWARDS. Awards
granted under the Plan may, in the discretion of the Subcommittee, be granted
either alone or in addition to, in tandem with, or in substitution for, any
other award granted under the Plan or any other plan of the Company or any
Participating Subsidiary or any other right of a Participant to receive payment
from the Company or any Participating Subsidiary. If an award is granted in
substitution for another such award, the Committee shall require the surrender
of such other award in consideration for the grant of the new award. Awards
granted in addition to or in tandem with other awards may be granted either as
of the same time as or a different time from the grant of such other awards. The
per share Option Price of any Stock Option:

                  (A) Granted in substitution for an outstanding award shall be
not less than the lesser of the Fair Market Value of a share of Common Stock at
the date such substitute award is granted or such Fair Market Value at that date
reduced to reflect the fair market value (as determined by the Subcommittee) at
that date of the award required to be surrendered by the Participant as a
condition to receipt of the substitute award; or

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                  (B) Retroactively granted in tandem with an outstanding award
shall be not less than the lesser of the Fair Market Value of a share of Common
Stock at the date of grant of the later award or at the date of grant of the
earlier award.

Except for the Option Price required to be paid upon the exercise of Stock
Options and except as provided in this Section 7.8, only services may be
required as consideration for the grant of any award under the Plan.

VIII.    LIMITED RIGHTS

         8.1 GRANT OF LIMITED RIGHTS. The Subcommittee may in its discretion
grant Limited Rights to a Participant concurrently with the grant of each ISO or
at any time with respect to any NSO. Such Limited Rights shall be exercisable
with respect to the number of shares of Common Stock which are, or may become,
purchasable under any such Stock Option. The Subcommittee may, in its
discretion, specify the terms and conditions of such rights, including without
limitation the date or dates upon which such rights shall expire and become void
and unexercisable, except that Limited Rights granted with respect to an ISO
shall only be exercisable, and shall expire, at the time or times the ISO is
exercisable and expires, respectively. In any event, a Limited Right shall not
be exercisable within six months from the date of grant of the Limited Right.
Each Participant to whom Limited Rights are granted shall be given written
notice advising him of the grant of such rights and specifying the terms and
conditions of the rights, which shall be subject to all the provisions of this
Plan.

         8.2 EXERCISE OF LIMITED RIGHTS. Subject to the limitations set forth in
Section 8.1, a Limited Right may be exercised only during the period beginning
on the first day following the occurrence of a Change of Control and ending on
the sixtieth day following such date; provided, however, that if the Change of
Control occurs prior to the expiration of six months after the date of grant of
a Limited Right, then such Limited Right shall be exercisable for a period of 60
days following expiration of such six-month period. Upon the occurrence of a
tender or exchange offer constituting a Change of Control, a Limited Right may
be exercised in such manner regardless of whether the Board supports or opposes
such tender or exchange offer. A Participant shall exercise his Limited Rights
by delivering a written notice to the Subcommittee specifying the number of
shares with respect to which he exercises Limited Rights and agreeing to
surrender the right to purchase an equivalent number of shares of Common Stock
subject to his Stock Option. If a Participant exercises Limited Rights, payment
of his Limited Rights shall be made in accordance with Section 8.3 on or before
the thirtieth day after the date of exercise of the Limited Rights. A Limited
Right shall remain exercisable during the exercise periods specified in
accordance with Section 8.1 and this Section in the event of a termination of
employment of the Participant holding the Limited Right after a Change of
Control. Notwithstanding the above, upon a termination of the employment of the
holder of the Limited Right before the occurrence of any Change of Control, the
Limited Right shall expire immediately.

         8.3 FORM OF PAYMENT. If a Participant elects to exercise Limited Rights
as provided in Section 8.2, the Company shall pay to the Participant in cash the
amount set forth in Section 2.7 hereof, calculated with respect to the shares as
to which the Participant has exercised Limited Rights, within thirty days of the
date of exercise of the Limited Rights. If such amount is not paid

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in full within the prescribed period, the Company shall be liable to such
Participant for the costs of collection of such amount, including attorney's
fees.

         8.4 TERMINATION. When a Limited Right is exercised, the Stock Option to
which it relates, if any, shall cease to be exercisable to the extent of the
number of shares of Common Stock with respect to which such Limited Right was
exercised. Upon the exercise or termination of a Stock Option, any Limited Right
granted with respect thereto shall terminate to the extent of the number of
shares as to which such Stock Option was exercised or terminated.

IX.      NO CONTRACT OF EMPLOYMENT

         Nothing in this Plan shall confer upon the Participant the right to
continue in the employ of the Company, or any Participating Subsidiary, nor
shall it interfere in any way with the right of the Company, or any such
Participating Subsidiary, to discharge the Participant at any time for any
reason whatsoever, with or without cause. Nothing in this Article IX shall
affect any rights or obligations of the Company or any Participant under any
written contract of employment.

X.        NO RIGHTS AS A STOCKHOLDER

         A Participant shall have no rights as a stockholder with respect to any
shares of Common Stock subject to a Stock Option, until such Stock Option is
exercised. Except as provided in Section 6.2, no adjustment shall be made in the
number of shares of Common Stock issued to a Participant, or in any other rights
of the Participant upon exercise of a Stock Option by reason of any dividend,
distribution or other right granted to stockholders for which the record date is
prior to the date of exercise of the Participant's Stock Option.

XI.       NON-TRANSFERABILITY

         No Stock Option, Limited Right or Supplemental Bonus right granted
under this Plan, nor any other rights acquired by a Participant under this Plan,
shall be assignable or transferable by a Participant, other than by will or the
laws of descent and distribution, or pursuant to a qualified domestic relations
order as defined under the Internal Revenue Code or Title I of the Employee
Retirement Income Security Act of 1974, and any ISO shall be exercisable, during
his lifetime, only by him. In the event of a Participant's death, the Stock
Option or any Limited Right or Supplemental Bonus right may be exercised by the
Personal Representative of the Participant's estate or, if no Personal
Representative has been appointed, by the successor or successors in interest
determined under the Participant's will or under the applicable laws of descent
and distribution.

XII.     COMPLIANCE WITH RULE 16b-3

         It is the intent of the Company that the Plan comply in all respects
with Rule l6b-3 under the Exchange Act in connection with any award granted to a
person who is subject to Section 16 of the Exchange Act. Accordingly, if any
provision of the Plan or any agreement hereunder does not comply with the
requirements of Rule 16b-3 as then applicable to any such person, such provision
shall be construed or deemed amended to the extent necessary to conform to such
requirements with respect to such person.

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XIII.    AMENDMENT

         The Company by action of the Board may amend, modify or terminate this
Plan at any time or, by action of the Subcommittee may amend, modify or
terminate any outstanding Option Agreement, except that any such amendment,
modification or termination of the Plan shall be subject to the approval of the
Company's stockholders within one year after such Board action if such
stockholder approval is required by any federal or state law or regulation or
the rules of any stock exchange or automated quotation system on which the
Common Stock may be listed or quoted, or if the Board in its discretion
determines that obtaining such stockholder approval is for any reason advisable.
Moreover, no action may be taken by the Company without the consent of the
affected Participant which will materially impair the rights of any Participant
under any award then outstanding or which will prevent an ISO from continuing to
qualify under Section 422 of the Code.

XIV.      REGISTRATION OF OPTIONED SHARES

         No Stock Option shall be exercisable unless the Company's sale of such
optioned shares is pursuant to an applicable effective registration statement
under the Securities Act of 1933, as amended, or unless, in the opinion of
counsel to the Company, the Company's sale of such optioned shares would be
exempt from the registration requirements of the Securities Act of 1933, as
amended, and unless, in the opinion of such counsel, such sale would be exempt
from the registration or qualification requirements of applicable state
securities law.

XV.      WITHHOLDING TAXES

         The Company or a Participating Subsidiary may take such steps as the
Subcommittee may deem necessary or appropriate for the withholding of any taxes
which the Company or the Participating Subsidiary is required by any law or
regulation or any governmental authority, whether federal, state or local,
domestic or foreign, to withhold in connection with any Stock Option, Limited
Right or Supplemental Bonus, and to take such other action as the Subcommittee
may deem necessary or advisable to enable the Company and Participants to
satisfy obligations for the payment of tax liabilities in excess of such
withholding obligations relating to any such award. This authority shall include
authority to withhold or receive shares or other property and to make cash
payments in respect thereof in satisfaction of Participant's tax obligations.

XVI.     FINANCING ARRANGEMENTS

         The Subcommittee, in its discretion, may enter into arrangements with
one or more banks, brokers or other financial institutions to facilitate the
exercise, and the disposition of shares acquired upon exercise of Stock Options
or Supplemental Bonuses, including, without limitation, arrangements for the
simultaneous exercise of Stock Options (including a related Supplemental Bonus),
and sale of the shares acquired upon such exercise.

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XVII.    NONEXCLUSIVITY OF THE PLAN

         Neither the adoption of the Plan by the Board nor the submission of the
Plan to stockholders of the Company for approval shall be construed as creating
any limitations on the power or authority of the Board to adopt such other or
additional incentive or other compensation arrangements of whatever nature as
the Board may deem necessary or desirable or preclude or limit the continuation
of any other plan, practice or arrangement for the payment of compensation or
fringe benefits to employees generally, or to any class or group of employees,
which the Company or any subsidiary now has lawfully put into effect, including,
without limitation, any retirement, pension, savings and stock purchase plan,
insurance, death and disability benefits and executive short-term incentive
plans.

XVIII.     EFFECTIVE DATE

         This Plan was adopted by the Board of Directors and became effective on
the date the Plan is approved by the Company's stockholders at the stockholders'
meeting in 2001 by the affirmative votes of the holders of a majority of shares
present in person or represented by proxy, and entitled to vote at such meeting,
or any adjournment thereof, or by the written consent of the holders of a
majority of shares entitled to vote, in each case in accordance with applicable
provisions of the Delaware General Corporation Law. Any Stock Options, Limited
Rights, or Supplemental Bonus granted under the Plan prior to such approval of
stockholders shall be effective when granted (unless, with respect to any such
award, the Subcommittee specifies otherwise at the time of grant), but no such
award may be exercised prior to such stockholder approval, and if stockholders
fail to approve the Plan as specified hereunder, any such award shall be
canceled. No ISO shall be granted subsequent to ten years after the effective
date of the Plan. Unless earlier terminated by the Board, the Plan shall
terminate when no shares of Common Stock remain reserved and available for
issuance and the Company has no further obligation with respect to any award
granted under the Plan.