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                                                                    EXHIBIT 10.1

                              AMENDED AND RESTATED
                              COMERICA INCORPORATED
                          1997 LONG-TERM INCENTIVE PLAN

SECTION 1.  PURPOSE.

The purpose of Comerica's Long-Term Incentive Plan is to align the interests of
employees of the Corporation selected to receive awards with those of
shareholders by rewarding long term decision-making and actions for the
betterment of the Corporation. Accordingly, eligible individuals may receive
Stock Options, Stock Appreciation Rights, Restricted Stock, Performance Awards
and Other Stock-Based Awards. Ownership of the Corporation's stock assists in
the attraction and retention of qualified employees, and provides them with
additional incentive to devote their best efforts to pursue and sustain the
Corporation's superior long-term performance. This enhances the value of the
Corporation for the benefit of its shareholders.

SECTION 2.  DEFINITIONS.

A.        "Affiliate" means (i) any entity that is controlled by the
          Corporation, whether directly or indirectly, and (ii) any entity in
          which the Corporation has a significant equity interest, as determined
          by the Committee.

B.        "Agreement" means a written agreement, in a form approved by the
          Committee, which sets forth the terms and conditions of an Award,
          including, but not limited to, Performance Period, Restriction Period,
          as appropriate. Agreements shall be subject to the express terms and
          conditions set forth herein, and to such other terms and conditions
          not inconsistent with the Plan as the Committee shall deem
          appropriate.

C.        "Award" means an Option, a Stock Appreciation Right, a Restricted
          Stock Award, a Performance Award or an Other Stock-Based Award
          pursuant to the Plan. Each Award shall be evidenced by an Agreement.

D.        "Award Recipient" means an Eligible Individual who has received an
          Award under the Plan.

E.        "Beneficiary" means any person(s) designated by an Award Recipient on
          a beneficiary designation form, or, if no form, any person(s) entitled
          to receive any amounts owing to such Award Recipient under this Plan
          upon his or her death by reason of having been named in the Award
          Recipient's will or trust agreement or having qualified as a taker of
          the Award Recipient's property under the laws of intestacy. If an
          Award Recipient authorizes any person, in writing, to exercise such
          individual's Options or Stock Appreciation Rights following the Award
          Recipient's death, the term "Beneficiary" shall include any person in
          whose favor such Options or Stock Appreciation Rights are exercised by
          the person authorized to exercise the Options or Stock Appreciation
          Rights.



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F.        "Board" means the Board of Directors of Comerica Incorporated.

G.        "Change of Control" shall have the meaning set forth in Exhibit A to
          this Plan.

H.        "Code" means the Internal Revenue Code of 1986, as amended.

I.        "Committee" means the committee appointed by the Board to administer
          the Plan as provided herein. Unless otherwise determined by the Board,
          the Compensation Committee of the Board shall be the Committee.

J.        "Corporation" means Comerica Incorporated, a Delaware corporation, and
          its successors and assigns.

K.        "Disabled" or "Disability" means "Totally Disabled" within the meaning
          of such term as set forth in the Long-Term Disability Plan of Comerica
          Incorporated (the provisions of which are incorporated herein by
          reference), or as the Committee shall determine based on information
          provided to it. However, with respect to the rules relating to
          Incentive Stock Options, the term "Disabled" shall mean disabled as
          that term is utilized in Sections 422 and 22(e)(3) of the Code, or any
          successor Code provisions relating to ISOs.

L.        "Eligible Individual" means any employee of the Corporation or any
          Affiliate who the Committee determines to be an Eligible Individual.
          Notwithstanding the foregoing, an Eligible Individual for purposes of
          receipt of the grant of an ISO shall be limited to those individuals
          who are eligible to receive ISOs under rules set forth in the Code and
          applicable regulations.

M.        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

N.        "Fair Market Value" means the closing price of a Share on the New York
          Stock Exchange as reported on the Composite Tape as published in the
          Wall Street Journal; if, however, there is no trading of Shares on the
          date in question, then the closing price of the Shares as so reported,
          on the last preceding date on which there was trading shall instead be
          used to determine Fair Market Value. If Fair Market Value for any date
          in question cannot be determined as provided above, Fair Market Value
          shall be determined by the Committee by whatever method or means the
          members, in the good faith exercise of their discretion, at that time
          shall deem appropriate.

O.         "Incentive Stock Option" or "ISO" means an Option granted pursuant to
           the Plan that meets the requirements of Section 422 of the Code, or
           any successor provision, and that is intended by the Committee to
           constitute an ISO.

P.        "Nonqualified Stock Option" or "NQSO" means an Option granted pursuant
          to the Plan that is not intended to be an Incentive Stock Option.

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Q.        "Option" means a Nonqualified Stock Option or an Incentive Stock
          Option.

R.        "Other Stock-Based Award" means any right granted under Section 6(E)
          of the Plan.

S.        "Performance Award" means any Award made pursuant to Section 6(D) of
          the Plan.

T.        "Performance Measures" means, with respect to each Award, the criteria
          and objectives, determined by the Committee, which must be met during
          the applicable Performance Period or Restriction Period, as the case
          may be, as a condition of the holder's vesting of, and receipt of
          payment with respect to, or retention of, such Award. Such criteria
          and objectives may include, (i) earnings per share, (ii) return equity
          measures (including, but not limited to, return on assets, equity or
          sales), (iii) net income (before or after taxes), (iv) cash flow
          (including, but not limited to, operating cash flow and free cash
          flow), (v) cash flow return on investments, which equals net cash
          flows divided by owner's equity, (vi) earnings before or after taxes,
          interest, depreciation and/or amortization, (vii) internal rate of
          return or increase in net present value, (viii) gross revenues, (ix)
          gross margins or (x) share price (including, but not limited to,
          growth measures and total shareholder return). The Performance
          Measures pertinent to any Award shall be established at the time of
          the making of such Award and shall be set forth in the Agreement
          covering such Award.

U.        "Performance Period" means the period designated by the Committee
          during which the Performance Measures applicable to an Award shall be
          measured. The Performance Period shall be established on or before the
          time of the making of the Award, and the length of any Performance
          Period shall be within the discretion of the Committee.

V.        "Plan" means the Amended and Restated Comerica Incorporated 1997
          Long-Term Incentive Plan.

W.        "Restriction Period" means the period designated by the Committee
          during which Shares of Restricted Stock remain forfeitable.

X.        "Restricted Stock Award" means an award of Shares pursuant to Section
          6(C) of the Plan subject to such restrictions as may be imposed by the
          Committee. Shares of restricted stock shall constitute issued and
          outstanding Shares for all corporate purposes.

Y.        "Retirement" means retirement in accordance with the policies of the
          Corporation or Affiliate which employs the Award Recipient.

Z.        "Shares" means shares of Common Stock, $5.00 par value, of the
          Corporation or such other securities or property as may become subject
          to Awards pursuant to an adjustment made under Section 8 of the Plan.


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AA.       "Stock Appreciation Right" or "SAR" means a right granted under
          Section 6(B) of the Plan.

BB.       "Tax Withholding Date" shall mean the earliest date the obligation to
          withhold tax with respect to an Award arises.

SECTION 3.  STOCK SUBJECT TO THE PLAN.

Shares which may be issued pursuant to Awards under the Plan may be either
authorized and unissued Shares, or authorized and issued Shares held in the
Corporation's Treasury, Shares purchased in the open market or in private
transactions or any combination of the foregoing. Subject to adjustment as
provided in Section 8, there shall be reserved for issuance for the purpose of
Awards under the Plan sixteen million (16,000,000) Shares. Not more than 15% of
the Shares available for Awards may be utilized for Awards other than Options.
However, Shares covered by Awards which are canceled or forfeited may be
reutilized to make Awards. Not more than two million (2,000,000) Shares (subject
to adjustment as provided in Section 8) shall be available for issuance pursuant
to the exercise of Incentive Stock Options. The maximum number of Shares which
may become subject to Awards to any Eligible Individual during any calendar year
shall be the lesser of (i) 15% of the Shares available for Awards during such
calendar year, or (ii) 350,000 Shares.

SECTION 4.  ADMINISTRATION.

The Plan shall be administered by the Committee. In addition to any implied
powers and duties that may be needed to carry out the provisions of the Plan,
the Committee shall have all the powers vested in it by the terms of the Plan,
including exclusive authority to select Eligible Individuals, to make Awards, to
determine the type, size, terms and timing of Awards (which need not be
uniform), to accelerate the vesting of awards in extraordinary circumstances,
including the occurrence of a Change of Control of the Corporation or the
termination of an Award Recipient's employment, to permit or prohibit the
transfer of Awards, and to prescribe the form of the Agreements governing
Awards.

The Committee may cancel all or any portion of any Award, whether or not vested
or deferred, as set forth below. Upon cancellation, the Award Recipient shall
forfeit the Award and any benefits attributable to such canceled Award or
portion thereof. The Committee may cancel an Award if, in its sole discretion,
the Committee determines in good faith that the Award Recipient has done any of
the following: (i) committed a felony; (ii) committed fraud; (iii) embezzled;
(iv) disclosed confidential information or trade secrets; (v) was terminated for
cause; (vi) engaged in any activity in competition with the business of the
Corporation or any subsidiary or affiliate of the Corporation; or (vii) engaged
in conduct that adversely affected the Corporation. The Executive Vice President
- Corporate Staff of the Corporation, or such other person designated from time
to time by the Chief Executive Officer of the Corporation (the "Delegate"),
shall have the power and authority to suspend all or any portion of any Award if
the Delegate makes in good faith the determination described in the preceding

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sentence. Any such suspension of an Award shall remain in effect until the
suspension shall be presented to and acted on by the Committee at its next
meeting. This paragraph shall have no application for a two year period
following a Change of Control of the Corporation.

The Committee may interpret the Plan and the Agreements entered into pursuant to
the Plan, establish, amend and rescind rules and regulations relating to the
Plan, make any other determinations it believes necessary or advisable in
connection with the administration of the Plan, and correct any defect, supply
any omission or reconcile any inconsistency in the Plan or in any Agreement in
the manner and to the extent the Committee deems appropriate.

Determinations of the Committee shall be made by a majority vote of its members
at a meeting at which a quorum is present or pursuant to a unanimous written
consent of its members. A majority of the members of the Committee shall
constitute a quorum. All Committee determinations shall be final, conclusive and
binding on the Corporation, any Award Recipient, Beneficiary or other interested
party.

The Committee may authorize any one or more of its members, or any officer of
the Corporation, to execute and deliver documents on behalf of the Committee. No
member of the Committee shall be liable for any action or omission in connection
with the Plan, except for his or her own willful misconduct.

Section 5.  Eligibility.

Awards may only be made to Eligible Individuals. No member of the Committee
shall be eligible to receive an Award under the Plan.

Section 6.  Awards.

A.         Options. The Committee may grant Options to Eligible Individuals in
           accordance with the provisions of this subsection subject to such
           additional terms and conditions, not inconsistent with the provisions
           of the Plan, as the Committee shall determine to be appropriate.

           1.     Exercise Price. The purchase price per Share under an Option
                  shall be determined by the Committee; provided, however, that
                  such purchase price shall not be less than 100% of the Fair
                  Market Value of a Share on the date of grant of such Option,
                  and such purchase price may not be decreased during the term
                  of the Option other than pursuant to Section 8.

           2.     Option Term. The term of each Option shall be fixed by the
                  Committee; provided, however, that the maximum term of each
                  Nonqualified Stock Option shall be ten years.

           3.     Time and Manner of Exercise. The Committee shall determine the
                  time or times

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                  at which an Option may be exercised, and the manner in which
                  (including, without limitation, cash, Shares, other
                  securities, other Awards or other property, or any combination
                  thereof, having a Fair Market Value on the exercise date equal
                  to the relevant exercise price) payment of the exercise price
                  with respect thereto may be made, or deemed to have been made.
                  Any form of "cashless" exercise of an Option which is legally
                  permissible may be utilized under the Plan in connection with
                  the exercise of an Option.

           4.     Employment Status.

                  a.     Retirement. An Award Recipient's Retirement shall not
                         affect any current Options other than those granted in
                         the calendar year of Retirement. All current Options
                         other than those granted in the year of Retirement
                         shall continue to vest pursuant to the vesting schedule
                         applicable to such Options and any vested Option
                         (including any ISO held by an optionee who is not
                         Disabled), held by such individual shall continue to be
                         in full force and effect, provided the term of the
                         Option has not otherwise expired, for the remainder of
                         the term of the Option. All options granted in the year
                         of Retirement which have not otherwise vested shall
                         terminate upon the date of Retirement.

                  b.     Disability. Upon the cessation of the Award Recipient's
                         employment due to Disability, any Option held by such
                         individual shall continue to be exercisable, provided
                         the term of the Option has not otherwise expired, for a
                         period of three years subsequent to the date of
                         cessation of the Award Recipient's employment (or, in
                         the case of any ISO held by an optionee who is
                         Disabled, for a period of one year subsequent to such
                         cessation date).

                  c.     Termination of Employment. Upon the cessation of the
                         Award Recipient's employment for any reason other than
                         Retirement, Disability or death, any Option held by
                         such individual shall continue to be exercisable,
                         provided the term of the Option has not otherwise
                         expired, for a period of ninety days after the date of
                         termination of the Award Recipient's employment.

                  d.     Death. Upon the Award Recipient's death (whether during
                         his or her employment with the Corporation or an
                         Affiliate or during any applicable post-termination
                         exercise period), any Option held by such individual
                         shall continue to be exercisable by the
                         Beneficiary(ies) of the decedent, provided the term of
                         the Option (as such term may have been shortened due to
                         the Award Recipient's Retirement, Disability or
                         termination of employment for any other reason) has not
                         otherwise expired, for a period of one year after the
                         date of the Award Recipient's death (or, in the case of
                         ISOs, for a period of three months after the Award
                         Recipient's death).

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                  e.     Extension or Reduction of Exercise Period. In any of
                         the foregoing circumstances, the Committee may extend
                         or shorten the exercise period, but may not extend any
                         such period beyond the term of the Option as originally
                         established (or, insofar as this paragraph relates to
                         SARs, the term of the SAR as originally established).
                         Further, with respect to ISOs, as a condition of any
                         such extension, the holder shall be required to deliver
                         to the Corporation a release which provides that such
                         individual will hold the Corporation and/or Affiliate
                         harmless with respect to any adverse tax consequences
                         the individual may suffer by reason of any such
                         extension.

           5.     Reload Options. With respect to Options granted pursuant to
                  this Plan, the Committee may grant "reload" options pursuant
                  to which grant the Award Recipient will receive a new Option
                  when the payment of the exercise price of a previously granted
                  Option is made by the delivery of Shares already owned by the
                  Award Recipient pursuant to Section 6(A)(3) hereof, and/or
                  when Shares are tendered or forfeited as payment of the amount
                  required to be withheld under applicable income tax laws in
                  connection with the exercise of an Option. Any such new Option
                  shall be an Option to purchase the number of Shares not
                  exceeding the sum of (A) the number of Shares tendered or
                  forfeited to satisfy the purchase price upon the exercise of
                  the previously-granted Option to which such "reload" option
                  relates, and (B) the number of Shares tendered or forfeited as
                  payment of the amount to be withheld under applicable income
                  tax laws in connection with the exercise of the Option to
                  which such "reload" option relates. Such "reload" Options
                  shall have a per share exercise price equal to the Fair Market
                  Value as of the date of grant of the Shares covered by such
                  Option.

B.         Stock Appreciation Rights. The Committee may grant Stock Appreciation
           Rights to Eligible Individuals in accordance with the provisions of
           this subsection subject to such additional terms and conditions, not
           inconsistent with the provisions of the Plan, as the Committee shall
           determine to be appropriate. A Stock Appreciation Right granted under
           the Plan shall confer on the Award Recipient a right to receive upon
           exercise thereof the excess of (i) the Fair Market Value of one Share
           on the date of exercise (or, if the Committee shall so determine, at
           any time during a specified period before or after the date of
           exercise) over (ii) the grant price of the Stock Appreciation Right
           as specified by the Committee, which price shall not be less than
           100% of the Fair Market Value of one Share on the date of grant of
           the Stock Appreciation Right. Subject to the terms of the Plan and
           any applicable Agreement, the grant price, term, manner of exercise,
           dates of exercise, methods of settlement and any other terms and
           conditions of any Stock Appreciation Right shall be those determined
           by the Committee. The Committee may impose such conditions or
           restrictions on the exercise of any Stock Appreciation Right as it
           may deem appropriate. Except as otherwise provided herein, any SAR
           must be exercised during the period of the Award Recipient's
           employment with the Corporation or Affiliate. The provisions of
           Section 6(A)(4)(b)-(f) hereof shall apply for purposes of determining
           the

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           exercise period in the event of the Award Recipient's Retirement,
           Disability, death or other termination of employment.

C.         Restricted Stock. The Committee may make Restricted Stock Awards to
           Eligible Individuals in accordance with the provisions of this
           subsection subject to such additional terms and conditions not
           inconsistent with the provisions of the Plan as the Committee shall
           determine to be appropriate.

           1.     Nature of Restrictions. Restricted Stock Awards shall be
                  subject to such restrictions, including Performance Measures,
                  as the Committee may impose (including, without limitation,
                  any limitation on the right to vote a Share of restricted
                  stock or the right to receive any dividend or other right or
                  property with respect thereto), which restrictions may lapse
                  separately or in combination at such time or times, in such
                  installments or otherwise as the Committee may deem
                  appropriate; provided, however, that the minimum Restriction
                  Period with respect to a Restricted Stock Award that is made
                  subject to restrictions which are performance-related shall be
                  one year. In the event a Restricted Stock Award is made
                  subject to restrictions which are not performance-related, the
                  minimum Restriction Period shall be three years.

           2.     Stock Certificates. Shares of restricted stock under the Plan
                  shall be evidenced by issuance of a stock certificate(s),
                  which shall be held by the Corporation. Such certificate(s)
                  shall be registered in the name of the Award Recipient and
                  shall bear an appropriate legend which refers to the
                  restrictions applicable to such Restricted Stock Award.
                  Alternatively, shares of restricted stock under the Plan may
                  be recorded in book entry form.

           3.     Forfeiture; Delivery of Shares. Except as otherwise determined
                  by the Committee, upon termination of an Award Recipient's
                  employment (as determined under criteria established by the
                  Committee) during the applicable Restriction Period, all
                  Shares of restricted stock shall be forfeited and reacquired
                  by the Corporation. However, in such circumstances, the
                  Committee may waive, in whole or in part, any or all remaining
                  restrictions applicable to the Restricted Stock Award. Shares
                  comprising any Restricted Stock Award held by the Corporation
                  that are no longer subject to restrictions shall be delivered
                  to the Award Recipient (or his or her Beneficiary) promptly
                  after the applicable restrictions lapse or are waived.

D.        Performance Awards. The Committee may grant Performance Awards to
          Eligible Individuals in accordance with the provisions of this
          subsection subject to such additional terms and conditions, not
          inconsistent with the provisions of the Plan, as the Committee shall
          determine to be appropriate. A Performance Award granted under the
          Plan (i) may be denominated or payable in cash, Shares (including,
          without limitation, restricted Shares), other securities, other
          Awards, or other property, and

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          (ii) shall confer on the Award Recipient the right to receive a
          payment upon the attainment of Performance Measures during any
          Performance Period the Committee may establish. The payment of any
          Performance Award (or any part of any Performance Award) in Shares
          (whether or not such Shares are restricted Shares), other securities,
          other Awards or other property shall be in lieu of a cash payment of
          such Performance Award (or such part thereof). Subject to the terms of
          the Plan and any applicable Award Agreement, the Performance Measures
          to be achieved during any Performance Period, the length of any
          Performance Period and the amount of any payment or transfer to be
          made pursuant to any Performance Award shall be determined by the
          Committee.

E.        Other Stock-Based Awards. The Committee may grant Other Stock-Based
          Awards to Eligible Individuals in accordance with the provisions of
          this subsection and subject to such additional terms and conditions,
          including Performance Measures, not inconsistent with the provisions
          of the Plan, as the Committee shall determine. Other Stock-Based
          Awards may be denominated or payable in, valued in whole or in part by
          reference to, or otherwise based on or related to, Shares (including,
          without limitation, securities convertible into Shares), as are deemed
          by the Committee to be consistent with the purpose of the Plan;
          provided, however, that such grants must comply with applicable law.

F.        General. Except as otherwise specified herein, the following
          provisions shall relate to Awards under the Plan:

           1.     Consideration for Awards. Awards shall be made without
                  monetary consideration or for such minimal monetary
                  consideration as may be required by applicable law.

           2.     Separate or Tandem Awards. Awards may, in the discretion of
                  the Committee, be granted either alone or in addition to, in
                  tandem with, in fulfillment of, or in substitution for, any
                  other Award or any award made under any plan of the
                  Corporation or any Affiliate other than this Plan. Awards
                  granted in addition to, or in tandem with, other Awards, or in
                  addition to, or in tandem with, awards made under any such
                  other plan of the Corporation or any Affiliate may be made
                  either at the same time as, or at a different time from, the
                  making of such other Awards or awards.

           3.     Forms of Payment under Awards. Subject to the terms of the
                  Plan and of any applicable Agreement, payments or transfers to
                  be made by the Corporation or an Affiliate upon the grant,
                  exercise or payment of an Award may be made in such form or
                  forms as the Committee shall determine (including, without
                  limitation, cash, Shares, other securities, other Awards or
                  other property or any combination thereof), and may be made in
                  a single payment or transfer, in installments or an a deferred
                  basis, in each case in accordance with rules and

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                  procedures established by the Committee. Such rules and
                  procedures may include, without limitation, provisions for the
                  payment or crediting of reasonable interest on installment or
                  deferred payments.

           4.     Limits on Transfer of Awards. No Award and no right under any
                  such Award shall be transferable by an Award Recipient
                  otherwise than by will or by the laws of intestacy; provided,
                  however, that, an Award Recipient may, in the manner
                  established by the Committee, designate a Beneficiary to
                  exercise the rights of the Award Recipient and to receive any
                  property distributable with respect to any Award upon the
                  death of the Award Recipient. Each Award or right under any
                  Award shall be exercisable during the Award Recipient's
                  lifetime only by the Award Recipient or, if permissible under
                  applicable law, by the Award Recipient's guardian or legal
                  representative. No Award or right under any such Award may be
                  pledged, alienated, attached or otherwise encumbered, and any
                  purported pledge, alienation, attachment or encumbrance
                  thereof shall be void and unenforceable against the
                  Corporation or any Affiliate.

           5.     Term of Awards. Subject to any specific provisions of the
                  Plan, the term of each Award shall be for such period as may
                  be determined by the Committee.

           6.     Securities Law Restrictions. All certificates for Shares or
                  other securities delivered under the Plan pursuant to any
                  Award or the exercise thereof shall be subject to such
                  restrictions as the Committee may deem advisable under the
                  Plan, or the rules, regulations and other requirements of the
                  Securities and Exchange Commission, the New York Stock
                  Exchange, any other exchange on which Shares may be eligible
                  to be traded or any applicable federal or state securities
                  laws, and the Committee may cause a legend or legends to be
                  placed on any such certificates to make appropriate reference
                  to such restrictions.

           7.     Limitation on Awards. The maximum amount of compensation
                  payable with respect to any Award to any Eligible Officer
                  under the Plan which is settled in cash will not exceed
                  $5,000,000 for any calendar year.

SECTION 7.  WITHHOLDING OF TAXES.

The Corporation will, if required by applicable law, withhold the minimum
statutory amount of Federal, state and/or local withholding taxes in connection
with the exercise or vesting of an Award. Unless otherwise provided in the
applicable Agreement, each Award Recipient may satisfy any such tax withholding
obligation by any of the following means, or by a combination of such means: (i)
a cash payment; (ii) by delivery to the Corporation of already-owned Shares
which have been held by the individual for at least six months having a Fair
Market Value, as of the Tax Withholding Date, sufficient to satisfy the amount
of the withholding tax obligation arising from an exercise or vesting of an
Award; (iii) by authorizing the Corporation to withhold from the Shares
otherwise issuable to the individual pursuant to the exercise or

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vesting of an Award, a number of shares having a Fair Market Value, as of the
Tax Withholding Date, which will satisfy the amount of the withholding tax
obligation; or (iv) by a combination of such methods of payment. If the amount
requested is not paid, the Corporation may refuse to satisfy the Award.

SECTION 8.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

In the event the number of outstanding Shares changes as a result of any stock
split, stock dividend, recapitalization, merger, consolidation, reorganization,
combination, or exchange of shares, split-up, split-off, spin-off, liquidation
or other similar change in capitalization, or any distribution made to common
stockholders other than cash dividends, the number or kind of shares that may be
issued under the Plan pursuant to Section 3, and the number or kind of shares
subject to, or the exercise price per share under, any outstanding Award, shall
be automatically adjusted, and the Committee shall be authorized to make such
other equitable adjustment of any Award or Shares issuable pursuant thereto, or
in any Performance Measures relating to any Award, so that the value of the
interest of the individual shall not be decreased by reason of the occurrence of
such event. Any such adjustment shall be conclusive and binding.

SECTION 9.  AMENDMENT AND TERMINATION.

The Committee may amend, modify or terminate the Plan, at any time, in such
respects as it shall deem advisable. Any such amendment, modification or
termination of the Plan shall not, without the consent of any Award Recipient,
adversely affect his or her rights under an Award previously made. Any amendment
by the Committee hereunder to reprice options granted under the Plan shall be
subject to shareholder approval.

SECTION 10.  MISCELLANEOUS PROVISIONS.

A.        No employee or other person shall have any claim or right to receive
          an Award under the Plan.

B.        Receipt of an Award shall not confer upon the Award Recipient any
          rights of a shareholder with respect to any Shares subject to such
          Award except as specifically provided in the Agreement relating to the
          Award.

C.        The Plan, the making and exercise of Awards thereunder, and the
          obligations of the Corporation to satisfy Awards shall be subject to
          all applicable Federal and state laws, rules and regulations and to
          such approvals by any government or regulatory agency as may be
          required, and the Committee may impose any additional restrictions
          with respect to Awards in order to comply with any legal requirements
          applicable to Awards or to qualify for any exemption it may deem
          appropriate.

D.        The expenses of the Plan shall be borne by the Corporation.

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E.        By accepting an Award under the Plan or payment pursuant to any Award,
          each Award Recipient, legal representative and Beneficiary shall be
          conclusively deemed to have indicated his or her acceptance and
          ratification of, and consent to, any action taken under the Plan by
          the Committee or the Corporation.

F.        Awards under the Plan shall be binding upon the Corporation, its
          successors, and assigns.

G.        Nothing in the Plan, or in any Agreement entered into pursuant to the
          Plan, shall confer on an Award Recipient any right to continue in the
          employ of the Corporation or any Affiliate, or in any way affect the
          Corporation's (or such Affiliate's) right to terminate the
          individual's employment without prior notice, at any time, for any
          reason or for no reason.

H.        Participation in the Plan shall not affect an individual's eligibility
          to participate in any other benefit or incentive plan of the
          Corporation.

I.        A breach by any Award Recipient, his or her Beneficiary(ies), or legal
          representative, of any restrictions, terms or conditions contained in
          the Plan, any Agreement, or otherwise established by the Committee
          with respect to any Award will, unless waived in whole or in part by
          the Committee, cause a forfeiture of such Award.

 J.       This amended 1997 Long-Term Incentive Plan, effective as of November
          19, 1999, shall be further amended and restated, effective as of May
          23, 2001, (subject to approval of the stockholders of the Corporation
          on May 22, 2001), and thereafter shall remain in effect until
          terminated in accordance with Section 9 hereof.

K.        Except to the extent superseded by Federal law, the provisions of this
          Plan shall be interpreted and construed in accordance with the laws of
          the State of Delaware.



Compensation Committee Approved: March 26, 2001
Board Approved: March 27, 2001
Shareholders Approved:    May 22, 2001







                                       12

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                                   EXHIBIT A

                                CHANGE OF CONTROL

For the purpose of this Plan, a "Change of Control" shall mean:

l.        The acquisition by any individual, entity or group (within the meaning
          of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
          1934, as amended (the "Exchange Act")) (a "Person") of beneficial
          ownership (within the meaning of Rule 13d-3 promulgated under the
          Exchange Act) of 20% or more of either (i) the then outstanding shares
          of common stock of the Corporation (the "Outstanding Corporation
          Common Stock") or (ii) the combined voting power of the then out
          standing voting securities of the Corporation entitled to vote
          generally in the election of directors (the "Outstanding Corporation
          Voting Securities"); provided, however, that for purposes of this
          subsection (a), the following acquisitions shall not constitute a
          Change of Control: (i) any acquisition directly from the Corporation,
          (ii) any acquisition by the Corporation, (iii) any acquisition by any
          employee benefit plan (or related trust) sponsored or maintained by
          the Corporation or any corporation controlled by the Corporation or
          (iv) any acquisition by any corporation pursuant to a transaction
          which complies with clauses (i), (ii) and (iii) of subsection 3 of
          this Exhibit A; or

2.        Individuals who, as of the date hereof, constitute the Corporation's
          Board of Directors (the "Incumbent Board") cease for any reason to
          constitute at least a majority of the Board; provided, however, that
          any individual becoming a director subsequent to the date hereof whose
          election, or nomination for election by the Corporation's
          shareholders, was approved by a vote of at least a majority of the
          directors then comprising the Incumbent Board shall be considered as
          though such individual were a member of the Incumbent Board, but
          excluding, for this purpose, any such individual whose initial
          assumption of office occurs as a result of an actual or threatened
          election contest with respect to the election or removal of directors
          or other actual or threatened solicitation of proxies or consents by
          or on behalf of a Person other than the Board; or

3.        Consummation of a reorganization, merger or consolidation or sale or
          other


<PAGE>


          disposition of all or substantially all of the Corporation's assets (a
          "Business Combination"), in each case, unless, following such Business
          Combination, (i) all or substantially all of the individuals and
          entities who were the beneficial owners, respectively, of the
          Outstanding Corporation Common Stock and Outstanding Corporation
          Voting Securities immediately prior to such Business Combination
          beneficially own, directly or indirectly, more than 50% of,
          respectively, the then outstanding shares of common stock and the
          combined voting power of the then outstanding voting securities
          entitled to vote generally in the election of directors, as the case
          may be, of the company resulting from such Business Combination
          (including, without limitation, a corporation which as a result of
          such transaction owns the Corporation or all or substantially all of
          the Corporation's assets either directly or through one or more
          subsidiaries) in substantially the same proportions as their
          ownership, immediately prior to such Business Combination of the
          Outstanding Corporation Common Stock and Outstanding Corporation
          Voting Securities, as the case may be, (ii) no Person (excluding any
          corporation resulting from such Business Combination or any employee
          benefit plan (or related trust) of the Corporation or such corporation
          resulting from such Business Combination) beneficially owns, directly
          or indirectly, 20% or more of, respectively, the then outstanding
          shares of common stock of the company resulting from such Business
          Combination or the combined voting power of the then outstanding
          voting securities of such corporation except to the extent that such
          ownership existed prior to the Business Combination and (iii) at least
          a majority of the members of the board of directors of the company
          resulting from such Business Combination were members of the Incumbent
          Board at the time of the execution of the initial agreement, or of
          the action of the Board, providing for such Business Combination; or

4.        Approval by the Corporation's shareholders of a complete liquidation
          or dissolution of the Corporation.