Exhibit
      10.20





**AMENDED
      AND RESTATED**


**KATY
      INDUSTRIES, INC.**


**1997
      LONG-TERM INCENTIVE PLAN**




Article
      1. Establishment, Objectives, and Duration





1.1  Establishment
      of the Plan. Katy Industries, Inc., a Delaware corporation (hereinafter referred
      to as the "Company"), hereby establishes an incentive compensation plan to
      be
      known as the "Katy Industries, Inc. 1997 Long-Term Incentive Plan" (hereinafter
      referred to as the "Plan"), as set forth in this document. The Plan permits
      the
      grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation
      Rights, Restricted Stock, Performance Shares and Performance Units, Cash Bonus
      Awards, and Other Incentive Awards.





Subject
      to approval by the Company's stockholders, the Plan shall be effective as of
      December 9, 1997 (the "Effective Date") and shall remain in effect as provided
      in Section 1.3 hereof.





1.2  Objectives
      of the Plan. The objectives of the Plan are to optimize the profitability and
      growth of the Company through incentives which are consistent with the Company's
      goals and which link the personal interests of Participants to those of the
      Company's stockholders; to provide Participants with an incentive for excellence
      in individual performance; and to promote teamwork among
      Participants.





The
      Plan
      is further intended to provide flexibility to the Company in its ability to
      motivate, attract, and retain the services of Participants who make significant
      contributions to the Company's success and to allow Participants to share in
      the
      success of the Company.





1.3  Duration
      of the Plan. The Plan shall commence on the Effective Date, as described in
      Section 1.1 hereof, and shall remain in effect, subject to the right of the
      Board of Directors to amend or terminate the Plan at any time pursuant to
      Article 17 hereof, until all Shares subject to it shall have been purchased
      or
      acquired according to the Plan' provisions. However, in no event may an Award
      be
      granted under the Plan on or after December 9, 2007.




Article
      2. Definitions





Whenever
      used in the Plan, the following terms shall have the meanings set forth below,
      and when the meaning is intended, the initial letter of the word shall be
      capitalized:





2.1  "Award"
      means, individually or collectively, a grant under this Plan of Nonqualified
      Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted
      Stock, Performance Shares or Performance Units, Cash Bonus Awards, or Other
      Incentive Awards.





2.2  "Award
      Agreement" means an agreement entered into by the Company and each Participant
      setting forth the terms and provisions applicable to Awards granted under this
      Plan.





2.3  "Beneficial
      Owner" or "Beneficial Ownership" shall have the meaning ascribed to such term
      in
      Rule 13d-3 of the General Rules and Regulations under the Exchange
      Act.





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





2.5  "Cash
      Bonus Awards" means cash bonuses granted pursuant to Article 10
      herein.





2.6  "Change
      in Control" of the Company means, and shall be deemed to have occurred upon,
      any
      of the following events:








(a)  Any
      Person (other than those Persons in control of the Company as of the Effective
      Date, or other than a trustee or other fiduciary holding securities under an
      employee benefit plan of the Company, or a corporation owned directly or
      indirectly by the stockholders of the Company in substantially the same
      proportions as their ownership of stock of the Company) becomes the Beneficial
      Owner, directly or indirectly, of securities of the Company representing thirty
      percent (30%) or more of the combined voting power of the Company's then
      outstanding securities; or





(b)  During
      any period of two (2) consecutive years (not including any period prior to
      the
      Effective Date), individuals who at the beginning of such period constitute
      the
      Board (and any new Director, whose election by the Company's stockholders was
      approved by a vote of at least two-thirds (2/3) of the Directors then still
      in
      office who either were Directors at the beginning of the period or whose
      election or nomination for election was so approved), cease for any reason
      to
      constitute a majority thereof; or





(c)  The
      stockholders of the Company approve: (i) a plan of complete liquidation of
      the
      Company; or (ii) an agreement for the sale or disposition of all or
      substantially all the Company's assets; or (iii) a merger, consolidation, or
      reorganization of the Company with or involving any other corporation, other
      than a merger, consolidation, or reorganization that would result in the voting
      securities of the Company outstanding immediately prior thereto continuing
      to
      represent (either by remaining outstanding or by being converted into voting
      securities of the surviving entity) at least fifty percent (50%) of the combined
      voting power of the voting securities of the Company (or such surviving entity)
      outstanding immediately after such merger, consolidation, or
      reorganization.





However,
      in no event shall a "Change in Control" be deemed to have occurred, with respect
      to a Participant, if the Participant is part of a purchasing group which
      consummates the Change in Control transaction. A Participant shall be deemed
      "part of a purchasing group" for purposes of the preceding sentence if the
      Participant is an equity participant in the purchasing company or group (except
      for: (i) passive ownership of less than one percent (1%) of the stock of the
      purchasing company; or (ii) ownership of equity participation in the purchasing
      company or group which is otherwise not significant, as determined prior to
      the
      Change in Control by a majority of the nonemployee continuing
      Directors).





(d)  For
      any
      awards issued under this Plan on or after June 28, 2001, “Change in Control” of
      the Company means, and shall be deemed to have occurred upon, any of the
      following events:





(i)  a
      sale of
      100% of the Company’s outstanding capital stock, as may be outstanding from time
      to time;





(ii)  a
      sale of
      all or substantially all of the Company’s operating Subsidiaries or assets; or





(iii)  a
      transaction or series of transactions in which any third party acquires an
      equity ownership in the Company greater than that held by KKTY Holding Company,
      L.L.C. and in which Kohlberg & Co., L.L.C. relinquishes its right to
      nominate a majority of the candidates for election to the board of
      directors.





For
      purposes of this Section 2.6(d), “Operating Subsidiary” shall mean any
      Subsidiary owning assets with an aggregate fair market value in excess of
      $50,000.







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





2.8  "Committee"
      means the Compensation Committee of the Board, as specified in Article 3
      herein.





2.9  "Company"
      means Katy Industries, Inc., a Delaware corporation, and, subject to the
      Committee's discretion, where the context so indicates, the Company's
      Subsidiaries, as well as any successor to any of such entities as provided
      in
      Article 21 herein.





2.10  "Director"
      means any individual who is a member of the Board of Directors of the
      Company.





2.11  "Disability"
      shall have the meaning ascribed to such term in the Participant's governing
      long-term disability plan.





2.12  "Effective
      Date" shall have the meaning ascribed to such term in Section 1.1
      hereof.





2.13  "Employee"
      means any nonunion employee of the Company. Nonemployee Directors shall not
      be
      considered Employees under this Plan unless specifically designated
      otherwise.





2.14  "Exchange
      Act" means the Securities Exchange Act of 1934, as amended from time to time,
      or
      any successor act thereto.





2.15  "Fair
      Market Value" shall be determined on the basis of the closing sale price on
      the
      principal securities exchange on which the Shares are publicly traded or, if
      there is no such sale on the relevant date, then on the last previous day on
      which a sale was reported.





2.16  "Freestanding
      SAR" means an SAR that is granted independently of any Options, as described
      in
      Article 7 herein.





2.17  "Incentive
      Stock Option" or "ISO" means an option to purchase Shares granted under Article
      6 herein and which is designated as an Incentive Stock Option and which is
      intended to meet the requirements of Code Section 422.





2.18  "Insider"
      shall mean an individual who is, on the relevant date, an officer, director
      or
      ten percent (10%) beneficial owner of any class of the Company's equity
      securities that is registered pursuant to Section 12 of the Exchange Act, all
      as
      defined under Section 16 of the Exchange Act.





2.19  "Named
      Executive Officer" means a Participant who, as of the date of vesting and/or
      payout of an Award, as applicable, is one of the group of "covered employees",
      as defined in the regulations promulgated under Code Section 162(m), or any
      successor statute.





2.20  "Nonemployee
      Director" means an individual who is a member of the Board of Directors of
      the
      Company but who is not an Employee of the Company.





2.21  "Nonqualified
      Stock Option" or "NQSO" means an option to purchase Shares granted under Article
      6 herein and which is not intended to meet the requirements of Code Section
      422.





2.22  "Option"
      means an Incentive Stock Option or a Nonqualified Stock Option, as described
      in
      Article 6 herein.





2.23  "Option
      Price" means the price at which a Share may be purchased by a Participant
      pursuant to an Option.





2.24  "Other
      Incentive Award" means an award granted pursuant to Article 11
      hereof.








2.25  "Participant"
      means any individual designated as a participant in the Plan by the Committee
      in
      accordance with Section 5.1 and who has an outstanding Award granted under
      the
      Plan.





2.26  "Performance-Based
      Exception" means the performance-based exception from the tax deductibility
      limitations of Code Section 162(m).





2.27  "Performance
      Period" means the time period during which performance goals must be achieved
      with respect to an Award, as determined by the Committee.





2.28  "Performance
      Share" means an Award granted to a Participant, as described in Article 9
      herein.





2.29  "Performance
      Unit" means an Award granted to a Participant, as described in Article 9
      herein.





2.30  "Period
      of Restriction" means the period during which the transfer of Shares of
      Restricted Stock is limited in some way (based on the passage of time, the
      achievement of performance goals, or upon the occurrence of other events as
      determined by the Committee, at its discretion), and the Shares are subject
      to a
      substantial risk of forfeiture, as provided in Article 8 herein.





2.31  "Person"
      shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange
      Act and used in Sections 13(d) and 14(d) thereof, including a "group" as defined
      in Section 13(d) thereof.





2.32  "Restricted
      Stock" means an Award granted to a Participant pursuant to Article 8
      herein.





2.33  "Retirement"
      means a voluntary termination of employment after age fifty-five.





2.34  "Shares"
      means the shares of Common Stock, par value $1.00 per share, of the
      Company.





2.35  "Stock
      Appreciation Right" or "SAR" means an Award, granted alone or in connection
      with
      a related Option, designated as an SAR, pursuant to the terms of Article 7
      herein.





2.36  "Subsidiary"
      means any corporation, partnership, joint venture, affiliate, or other entity
      in
      which the Company has a majority voting interest, and which the Committee
      designates as a participating entity in the Plan.





2.37  "Tandem
      SAR" means an SAR that is granted in connection with a related Option pursuant
      to Article 7 herein, the exercise of which shall require forfeiture of the
      right
      to purchase a Share under the related Option (and when a Share is purchased
      under the Option, the Tandem SAR shall similarly be canceled).




Article
      3. Administration





3.1  The
      Committee. The Plan shall be administered by the Board, or by any committee
      appointed by the Board. The Board may delegate to the Committee any or all
      of
      the administration of the Plan. To the extent that the Board has delegated
      to
      the Committee any authority and responsibility under the Plan, all applicable
      references to the Board in the Plan shall be to the Committee. To the extent
      that the Board has not delegated to the Committee any authority and
      responsibility under the Plan, all applicable references to the Committee in
      the
      Plan shall be to the Board. The Committee shall have the authority to delegate
      administrative duties to officers or Directors of the Company.





3.2  Authority
      of the Committee. Except as limited by law or by the Certificate of
      Incorporation or Bylaws of the Company, and subject to the provisions herein,
      the Committee shall have full power to select Employees and other key
      individuals performing services for the Company who shall participate in the
      Plan; determine the sizes and types of Awards; determine the terms and
      conditions of Awards in a manner consistent with the Plan; construe and
      interpret the Plan and any agreement or instrument entered into under the Plan;
      establish, amend, or waive rules and regulations for the Plan's administration;
      and (subject to the provisions of Article 17 herein) amend the terms and
      conditions of any outstanding Award to the extent such terms and conditions
      are
      within the discretion of the Committee as provided in the Plan. Further, the
      Committee shall make all other determinations which may be necessary or
      advisable for the administration of the Plan. As permitted by law, the Committee
      may delegate its authority as identified herein.







The
      Committee may act only by a majority of its members in office, except that
      the
      members thereof may authorize any one or more of their members or any officer
      of
      the Company to execute and deliver documents or to take any other ministerial
      action on behalf of the Committee with respect to Awards made or to be made
      to
      Plan Participants.





3.3  Decisions
      Binding. All determinations and decisions made by the Committee pursuant to
      the
      provisions of the Plan and all related orders and resolutions of the Board
      shall
      be final, conclusive and binding on all persons, including the Company, its
      stockholders, Employees, Participants, and their estates and
      beneficiaries.




Article
      4. Shares Subject to the Plan and Maximum Awards





4.1  Number
      of
      Shares Available for Grants. Subject to adjustment as provided in
      Section 4.3 herein, the number of Shares hereby reserved for issuance under
      the Plan shall be eight hundred and seventy-five thousand (875,000); provided,
      however, that a minimum number of three hundred and seventy-five thousand
      (375,000) Shares must be granted in the form of Stock Appreciation Rights
      granted pursuant to Article 7 herein. In addition, the aggregate maximum number
      of Shares of Restricted Stock which may be granted pursuant to Article 8 shall
      be two hundred and fifty thousand (250,000). Shares issued pursuant to the
      Plan
      may be either authorized unissued shares, treasury shares, reacquired shares,
      or
      any combination thereof.





Unless
      and until the Committee determines that an Award to a Named Executive Officer
      shall not be designed to comply with the Performance-Based Exception, the
      following rules shall apply to grants of such Awards under the
      Plan:





(a)  Stock
      Options. The maximum aggregate number of Shares that may be granted in the
      form
      of Stock Options, pursuant to any Award granted in any one fiscal year to any
      one single Participant shall be two hundred and fifty thousand
      (250,000).





(b)  SARs.
      The
      maximum aggregate number of Shares that may be granted in the form of Stock
      Appreciation Rights, pursuant to any Award granted in any one fiscal year to
      any
      one single Participant shall be two hundred and fifty thousand
      (250,000).





(c)  Restricted
      Stock. The maximum aggregate grant with respect to Awards of Restricted Stock
      granted in any one fiscal year to any one Participant shall be one hundred
      thousand (100,000) Shares.





(d)  Performance
      Shares/Performance Units/Cash Bonus Awards/Other Incentive Awards. The maximum
      aggregate payout (determined as of the end of the applicable performance period)
      with respect to Awards of Performance Shares, Performance Units, Other Incentive
      Awards, or Cash Bonus Awards granted in any one fiscal year to anyone
      Participant shall not exceed the value of one hundred thousand (100,000)
      Shares.





4.2  Lapsed
      Awards. If any Award granted under this Plan is canceled, terminates, expires,
      or lapses for any reason (with the exception of the termination of a Tandem
      SAR
      upon exercise of the related Option, or the termination of a related Option
      upon
      exercise of the corresponding Tandem SAR), any Shares subject to such Award
      again shall be available for the grant of an Award under the Plan.





4.3  Adjustments
      in Authorized Shares. In the event of any change in corporate capitalization,
      such as a stock split, or a corporate transaction, such as any merger,
      consolidation, separation, including a spin-off, or other distribution of stock
      or property of the Company, any reorganization (whether or not such
      reorganization comes within the definition of such term in Code Section 368)
      or
      any partial or complete liquidation of the Company, such adjustment shall be
      made in the number and class of Shares which may be delivered under Section
      4.1
      herein and in the number and class of and/or price of Shares subject to
      outstanding Awards granted under the Plan, as may be determined to be
      appropriate and equitable by the Committee, in its sole discretion, to prevent
      dilution or enlargement of rights; provided, however, that the number of Shares
      subject to any Award shall always be a whole number.







Article
      5. Eligibility and Participation





5.1  Eligibility.
      Persons eligible to participate in this Plan include all officers, key employees
      of the Company and other key individuals performing services for the Company,
      as
      determined by the Committee, including Employees and other key individuals
      who
      are members of the Board and Employees who reside in countries other than the
      United States of America. Notwithstanding the foregoing, no person who is a
      Director and is also a participant in any stock option plan of the Company
      exclusively for Nonemployee Directors shall be eligible to participate in the
      Plan.





5.2  Actual
      Participation. Subject to the provisions of the Plan, the Committee may, from
      time to time, select from all eligible Employees and other key individuals
      performing services for the Company, those to whom Awards shall be granted
      and
      shall determine the nature and amount of each Award.




Article
      6. Stock Options





6.1  Grant
      of
      Options. Subject to the terms and provisions of the Plan, Options may be granted
      to Participants in such number, and upon such terms, and at any time and from
      time to time as shall be determined by the Committee.





6.2  Award
      Agreement. Each Option grant shall be evidenced by an Award Agreement that
      shall
      specify the Option Price, the duration of the Option, the number of Shares
      to
      which the Option pertains, and such other provisions as the Committee shall
      determine. The Option Agreement also shall specify whether the Option is
      intended to be an ISO within the meaning of Code Section 422, or an NQSO whose
      grant is intended not to fall under the provisions of Code Section
      422.





6.3  Option
      Price. The Option Price for each grant of an Option under this Plan shall be
      at
      least equal to one hundred percent (100%) of the Fair Market Value of a Share
      on
      the date the Option is granted.





6.4  Duration
      of Options. Each Option granted to a Participant shall expire at such time
      as
      the Committee shall determine at the time of grant; provided, however, that
      no
      Option shall be exercisable later than the tenth anniversary date of its
      grant.





6.5  Exercise
      of Options. Options granted under this Article 6 shall be exercisable at such
      times and be subject to such restrictions and conditions as the Committee shall
      in each instance approve, which need not be the same for each grant or for
      each
      Participant.





6.6  Payment.
      Options granted under this Article 6 shall be exercised by the delivery of
      a
      written notice of exercise to the Company, setting forth the number of Shares
      with respect to which the Option is to be exercised, accompanied by full payment
      for the Shares.





The
      Option Price upon exercise of any Option shall be payable to the Company in
      full
      either: (a) in cash or its equivalent, or (b) by tendering previously acquired
      Shares having an aggregate Fair Market Value at the time of exercise equal
      to
      the total Option Price (provided that the Shares which are tendered must have
      been held by the Participant for at least six (6) months prior to their tender
      to satisfy the Option Price), or (c) by a combination of (a) and
      (b).





The
      Committee also may allow cashless exercise as permitted under Federal Reserve
      Board's Regulation T, subject to applicable securities law restrictions, or
      by
      any other means which the Committee determines to be consistent with the Plan's
      purpose and applicable law.





As
      soon
      as practicable after receipt of a written notification of exercise and full
      payment, the Company shall deliver to the Participant, in the Participant's
      name, Share certificates in an appropriate amount based upon the number of
      Shares purchased under the Option(s).





6.7  Restrictions
      on Share Transferability. The Committee may impose such restrictions on any
      Shares acquired pursuant to the exercise of an Option granted under this Article
      6 as it may deem advisable, including, without limitation, restrictions under
      applicable Federal securities laws, under the requirements of any stock exchange
      or market upon which such Shares are then listed and/or traded, and under any
      blue sky or state securities laws applicable to such Shares.








6.8  Termination
      of Employment. Each Participant's Option Award Agreement shall set forth the
      extent to which the Participant shall have the right to exercise the Option
      following termination of the Participant's employment with the Company and/or
      its Subsidiaries. Such provisions shall be determined in the sole discretion
      of
      the Committee, shall be included in the Award Agreement entered into with each
      Participant, need not be uniform among all Options issued pursuant to this
      Article 6, and may reflect distinctions based on the reasons for termination
      of
      employment.





6.9  Nontransferability
      of Options.





(a)  Incentive
      Stock Options. No ISO granted under the Plan may be sold, transferred, pledged,
      assigned, or otherwise alienated or hypothecated, other than by will or by
      the
      laws of descent and distribution. Further, all ISOs granted to a Participant
      under the Plan shall be exercisable during his or her lifetime only by such
      Participant.





(b)  Nonqualified
      Stock Options. Except as otherwise provided in a Participant's Award Agreement,
      no NQSO granted under this Article 6 may be sold, transferred, pledged,
      assigned, or otherwise alienated or hypothecated, other than by will or by
      the
      laws of descent and distribution. Further, except as otherwise provided in
      a
      Participant's Award Agreement, all NQSOs granted to a Participant under this
      Article 6 shall be exercisable during his or her lifetime only by such
      Participant.




Article
      7. Stock Appreciation Rights





7.1  Grant
      of
      SARs. Subject to the terms and conditions of the Plan, SARs may be granted
      to
      Participants at any time and from time to time as shall be determined by the
      Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any
      combination of these forms of SAR.





The
      Committee shall have complete discretion in determining the number of SARs
      granted to each Participant (subject to Article 4 herein) and, consistent with
      the provisions of the Plan, in determining the terms and conditions pertaining
      to such SARs.





The
      grant
      price of a Freestanding SAR shall be at least equal to one hundred percent
      (100%) of the Fair Market Value of a Share on the date of grant of the SAR.
      The
      grant price of Tandem SARs shall equal the Option Price of the related
      Option.





7.2  Exercise
      of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares
      subject to the related Option upon the surrender of the right to exercise the
      equivalent portion of the related Option. A Tandem SAR may be exercised only
      with respect to the Shares for which its related Option is then
      exercisable.





Notwithstanding
      any other provision of this Plan to the contrary, with respect to a Tandem
      SAR
      granted in connection with an ISO: (i) the Tandem SAR will expire no later
      than
      the expiration of the underlying ISO; (ii) the value of the payout with respect
      to the Tandem SAR may be for no more than one hundred percent (100%) of the
      difference between the Option Price of the underlying ISO and the Fair Market
      Value of the Shares subject to the underlying ISO at the time the Tandem SAR
      is
      exercised; and (iii) the Tandem SAR may be exercised only when the Fair Market
      Value of the Shares subject to the ISO exceeds the Option Price of the
      ISO.








7.3  Exercise
      of Freestanding SARs. Freestanding SARs may be exercised upon whatever terms
      and
      conditions the Committee, in its sole discretion, imposes upon
      them.





7.4  SAR
      Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall
      specify the grant price, the term of the SAR, and such other provisions as
      the
      Committee shall determine.





7.5  Term
      of
      SARs. The term of an SAR granted under the Plan shall be determined by the
      Committee, in its sole discretion; provided, however, that such term shall
      not
      exceed ten (10) years.





7.6  Payment
      of SAR Amount. Upon exercise of an SAR, a Participant shall be entitled to
      receive payment from the Company in an amount determined by
      multiplying:





(a)  The
      difference between the Fair Market Value of a Share on the date of exercise
      less
      the grant price; by





(b)  The
      number of Shares with respect to which the SAR is exercised.




At
      the
      discretion of the Committee, the payment upon SAR exercise may be in cash,
      in
      Shares of equivalent value, or in some combination thereof.





7.7  Termination
      of Employment. Each SAR Award Agreement shall set forth the extent to which
      the
      Participant shall have the right to exercise the SAR following termination
      of
      the Participant's employment with the Company and/or its Subsidiaries. Such
      provisions shall be determined in the sole discretion of the Committee, shall
      be
      included in the Award Agreement entered into with Participants, need not be
      uniform among all SARs issued pursuant to the Plan, and may reflect distinctions
      based on the reasons for termination of employment.





7.8  Nontransferability
      of SARs. Except as otherwise provided in a Participant's Award Agreement, no
      SAR
      granted under the Plan may be sold, transferred, pledged, assigned, or otherwise
      alienated or hypothecated, other than by will or by the laws of descent and
      distribution. Further, except as otherwise provided in a Participant's Award
      Agreement, all SARs granted to a Participant under the Plan shall be exercisable
      during his or her lifetime only by such Participant.




Article
      8. Restricted Stock





8.1  Grant
      of
      Restricted Stock. Subject to the terms and provisions of the Plan, the
      Committee, at any time and from time to time, may grant Shares of Restricted
      Stock to Participants in such amounts as the Committee shall
      determine.





8.2  Restricted
      Stock Agreement. Each Restricted Stock grant shall be evidenced by an Award
      Agreement that shall specify the Period(s) of Restriction, the number of Shares
      of Restricted Stock granted, and such other provisions as the Committee shall
      determine.





8.3  Transferability.
      Except as provided in this Article 8, the Shares of Restricted Stock granted
      herein may not be sold, transferred, pledged, assigned, or otherwise alienated
      or hypothecated until the end of the applicable Period of Restriction
      established by the Committee and specified in the Restricted Stock Award
      Agreement, or upon earlier satisfaction of any other conditions, as specified
      by
      the Committee in its sole discretion and set forth in the Restricted Stock
      Agreement. All rights with respect to the Restricted Stock granted to a
      Participant under the Plan shall be available during his or her lifetime only
      to
      such Participant.





8.4  Other
      Restrictions. Subject to Article 12 herein, the Committee may impose such other
      conditions and/or restrictions on any Shares of Restricted Stock granted
      pursuant to the Plan as it may deem advisable including, without limitation,
      a
      requirement that Participants pay a stipulated purchase price for each Share
      of
      Restricted Stock, restrictions based upon the achievement of specific
      performance goals (Company-wide, divisional, and/or individual), time-based
      restrictions on vesting following the attainment of the performance goals,
      and/or restrictions under applicable Federal or state securities
      laws.








The
      Company may retain the certificates representing Shares of Restricted Stock
      in
      the Company's possession until such time as all conditions and/or restrictions
      applicable to such Shares have been satisfied.





Except
      as
      otherwise provided in this Article 8, Shares of Restricted Stock covered by
      each
      Restricted Stock grant made under the Plan shall become freely transferable
      by
      the Participant after the last day of the applicable Period of
      Restriction.





8.5  Voting
      Rights. During the Period of Restriction, Participants holding Shares of
      Restricted Stock granted hereunder may exercise full voting rights with respect
      to those Shares.





8.6  Dividends
      and Other Distributions. During the Period of Restriction, Participants holding
      Shares of Restricted Stock granted hereunder may be credited with regular cash
      dividends paid with respect to the underlying Shares while they are so held.
      The
      Committee may apply any restrictions to the dividends that the Committee deems
      appropriate.





8.7  Termination
      of Employment. Each Restricted Stock Award Agreement shall set forth the extent
      to which the Participant shall have the right to receive unvested Restricted
      Shares following termination of the Participant's employment with the Company
      and/or its Subsidiaries. Such provisions shall be determined in the sole
      discretion of the Committee, shall be included in the Award Agreement entered
      into with each Participant, need not be uniform among all Shares of Restricted
      Stock issued pursuant to the Plan, and may reflect distinctions based on the
      reasons for termination of employment; provided, however that, except in the
      cases of terminations connected with a Change in Control and terminations by
      reason of death or Disability, the vesting of Shares of Restricted Stock which
      qualify for the Performance-Based Exception and which are held by Named
      Executive Officers shall occur at the time they otherwise would have, but for
      the employment termination.




Article
      9. Performance Units and Performance Shares





9.1  Grant
      of
      Performance Units/Shares. Subject to the terms of the Plan, Performance Units
      and/or Performance Shares may be granted to Participants in such amounts and
      upon such terms, and at any time and from time to time, as shall be determined
      by the Committee.





9.2  Value
      of
      Performance Units/Shares. Each Performance Unit shall have an initial value
      that
      is established by the Committee at the time of grant. Each Performance Share
      shall have an initial value equal to the Fair Market Value of a Share on the
      date of grant. The Committee shall set performance goals in its discretion
      which, depending on the extent to which they are met, will determine the number
      and/or value of Performance Units/Shares that will be paid out to the
      Participant.





9.3  Earning
      of Performance Units/Shares. Subject to the terms of this Plan, after the
      applicable Performance Period has ended, the holder of Performance Units/Shares
      shall be entitled to receive payout on the number and value of Performance
      Units/Shares earned by the Participant over the Performance Period, to be
      determined as a function of the extent to which the corresponding performance
      goals have been achieved.





9.4  Form
      and
      Timing of Payment of Performance Units/ Shares. Payment of earned Performance
      Units/Shares shall be made in a single lump sum within seventy-five (75)
      calendar days following the close of the applicable Performance Period. Subject
      to the terms of this Plan, the Committee, in its sole discretion, may pay earned
      Performance Units/Shares in the form of cash or in Shares (or in a combination
      thereof) which have an aggregate Fair Market Value equal to the value of the
      earned Performance Units/Shares at the close of the applicable Performance
      Period. Such Shares may be granted subject to any restrictions deemed
      appropriate by the Committee.





Prior
      to
      the beginning of each Performance Period, Participants may elect to defer the
      receipt of Performance Unit/Share payout upon such terms as the Committee deems
      appropriate.







At
      the
      discretion of the Committee, Participants may be entitled to receive any
      dividends declared with respect to Shares which have been earned in connection
      with grants of Performance Units and/or Performance Shares which have been
      earned, but not yet distributed to Participants. In addition, Participants
      may,
      at the discretion of the Committee, be entitled to exercise their voting rights
      with respect to such Shares.





9.5  Termination
      of Employment Due to Death, Disability, or Retirement. In the event the
      employment of a Participant is terminated by reason of death, Disability, or
      Retirement during a Performance Period, the Participant shall receive a prorated
      payout of the Performance Units/Shares. The prorated payout shall be determined
      by the Committee, in its sole discretion, shall be based upon the length of
      time
      that the Participant held the Performance Units/Shares during the Performance
      Period, and shall further be adjusted based on the achievement of the
      preestablished performance goals.





Payment
      of earned Performance Units/Shares shall be made at the time specified by the
      Committee in its sole discretion as set forth in the Participant's Award
      Agreement. Notwithstanding the foregoing, with respect to Covered Employees
      who
      retire during the Performance Period, payments shall be made at the same time
      as
      payments are made to Participants who did not terminate employment during the
      applicable Performance Period.





9.6  Termination
      of Employment for Other Reasons. In the event that a Participant's employment
      terminates for any reason other than those reasons set forth in Section 9.5
      herein, all Performance Units/Shares shall be forfeited by the Participant
      to
      the Company unless determined otherwise by the Committee in its sole discretion
      as set forth in the Participant's Award Agreement.





9.7  Nontransferability.
      Except as otherwise provided in a Participant's Award Agreement, Performance
      Units/Shares may not be sold, transferred, pledged, assigned, or otherwise
      alienated or hypothecated, other than by will or by the laws of descent and
      distribution. Further, except as otherwise provided in a Participant's Award
      Agreement, a Participant's rights under the Plan shall be exercisable during
      the
      Participant's lifetime only by the Participant or the Participant's legal
      representative.





Article
      10. Cash Bonus Awards





10.1  Grant
      of
      Cash Bonus Awards. Subject to the terms and provisions of the Plan, Cash Bonus
      Awards may be granted to Participants in such amount upon such terms, and at
      any
      time and from time to time as shall be determined by the Committee. The Cash
      Bonus Award pool established pursuant to this Plan shall be two million four
      hundred thousand dollars ($2,400,000).





10.2  Form
      and
      Timing of Payment of Cash Bonus Awards. Payment of Cash Bonus Awards shall
      be
      made in cash at such times as established by the Committee subject to the terms
      of the Plan.




Article
      11. Other Incentive Awards





11.1  Grant
      of
      Other Incentive Awards. Subject to the terms and provisions of the Plan, Other
      Incentive Awards may be granted to Participants in such amount, upon such terms,
      and at any time and from time to time as shall be determined by the
      Committee.





11.2  Other
      Incentive Award Agreement. Each Other Incentive Award grant shall be evidenced
      by an Award Agreement that shall specify the amount of the Other Incentive
      Award
      granted, the terms and conditions applicable to such grant, the applicable
      Performance Period and performance goals, and such other provisions as the
      Committee shall determine, subject to the terms and provisions of the
      Plan.





11.3  Nontransferability.
      Except as otherwise provided in a Participant's Award Agreement, Other Incentive
      Awards may not be sold, transferred, pledged, assigned, or otherwise alienated
      or hypothecated, other than by will or by the laws of descent and
      distribution.








11.4  Form
      and
      Timing of Payment of Other Incentive Awards. Payment of Other Incentive Awards
      shall be made at such times and in such form, either in cash or in Shares (or
      a
      combination thereof) as established by the Committee subject to the terms of
      the
      Plan. Such Shares may be granted subject to any restrictions deemed appropriate
      by the Committee. Without limiting the generality of the foregoing, annual
      incentive awards may be paid in the form of Other Incentive Awards (which may
      or
      may not be subject to restrictions, at the discretion of the
      Committee).




Article
      12. Performance Measures





Unless
      and until the Committee proposes for shareholder vote and shareholders approve
      a
      change in the general performance measures set forth in this Article 12, the
      attainment of which may determine the degree of payout and/or vesting with
      respect to Awards to Named Executive Officers which are designed to qualify
      for
      the Performance-Based Exception, the performance measure(s) to be used for
      purposes of such grants shall be chosen from among the following
      alternatives:





(a)  Return
      on
      Assets ("ROA");





(b)  Cash
      Flow
      Return on Investment ("CFROI");





(c)  Earnings
      Before Interest and Taxes ("EBIT");





(d)  Stock
      Price Appreciation;





(e)  Total
      Shareholder Return; or





(f)  Net
      Earnings.





The
      Committee shall have the discretion to adjust the determinations of the degree
      of attainment of the preestablished performance goals; provided, however, that
      Awards which are designed to qualify for the Performance-Based Exception, and
      which are held by Named Executive Officers, may not be adjusted upward (the
      Committee shall retain the discretion to adjust such Awards
      downward).





In
      the
      event that applicable tax and/or securities laws change to permit Committee
      discretion to alter the governing performance measures without obtaining
      shareholder approval of such changes, the Committee shall have sole discretion
      to make such changes without obtaining shareholder approval. In addition, in
      the
      event that the Committee determines that it is advisable to grant Awards which
      shall not qualify for the Performance-Based Exception, the Committee may make
      such grants without satisfying the requirements of Code Section
      162(m).




Article
      13. Beneficiary Designation





Each
      Participant under the Plan may, from time to time, name any beneficiary or
      beneficiaries (who may be named contingently or successively) to whom any
      benefit under the Plan is to be paid in case of his or her death before he
      or
      she receives any or all of such benefit. Each such designation shall revoke
      all
      prior designations by the same Participant, shall be in a form prescribed by
      the
      Company, and will be effective only when filed by the Participant in writing
      with the Company during the Participant's lifetime. In the absence of any such
      designation, benefits remaining unpaid at the Participant's death shall be
      paid
      to the Participant's estate.




Article
      14. Deferrals





The
      Committee may permit a Participant to defer such Participant's receipt of the
      payment of cash or the delivery of Shares that would otherwise be due to such
      Participant by virtue of the exercise of an Option or SAR, the lapse or waiver
      of restrictions with respect to Restricted Stock, or the satisfaction of any
      requirements or goals with respect to Performance Units/Shares, Cash Bonus
      Awards, or Other Incentive Awards. If any such deferral election is required
      or
      permitted, the Committee shall, in its sole discretion, establish rules and
      procedures for such payment deferrals.







Article
      15. Rights of Employees





15.1  Employment.
      Nothing in the Plan shall interfere with or limit in any way the right of the
      Company to terminate any Participant's employment at any time, nor confer upon
      any Participant any right to continue in the employ of the Company.





For
      purposes of this Plan, a transfer of a Participant's employment between the
      Company and a Subsidiary, or between Subsidiaries, shall not be deemed to be
      a
      termination of employment. Upon such a transfer, the Committee may make such
      adjustments to outstanding Awards as it deems appropriate to reflect the changed
      reporting relationships.





15.2  Participation.
      No Employee shall have the right to be selected to receive an Award under this
      Plan, or, having been so selected, to be selected to receive a future
      Award.





Article
      16. Change in Control





16.1  Treatment
      of Outstanding Awards. Upon the occurrence of a Change in Control, unless
      otherwise specifically prohibited under applicable laws, or by the rules and
      regulations of any governing governmental agencies or national securities
      exchanges:





(a)  Any
      and
      all Options and SARs granted hereunder shall become immediately exercisable,
      and
      shall remain exercisable throughout their entire term.





(b)  Any
      restriction periods and restrictions imposed on Restricted Shares shall
      lapse.





(c)  The
      target payout opportunities attainable under all outstanding Awards of
      Performance Units and Performance Shares and Other Incentive Awards, but not
      Cash Bonus Awards, shall be deemed to have been fully earned for the entire
      Performance Period(s) as of the effective date of the Change in Control. The
      vesting of all Awards denominated in Shares shall be accelerated as of the
      effective date of the Change in Control, and there shall be paid out to
      Participants within thirty (30) days following the effective date of the Change
      in Control a pro rata number of shares based upon an assumed achievement of
      all
      relevant targeted performance goals and upon the length of time within the
      Performance Period which has elapsed prior to the Change in Control. Awards
      denominated in cash shall be paid pro rata to Participants in cash within thirty
      (30) days following the effective date of the Change in Control, with the
      proration determined as a function of the length of time within the Performance
      Period which has elapsed prior to the Change in Control, and based on an assumed
      achievement of all relevant targeted performance goals. Subject to the approval
      of the Committee, the Cash Bonus Awards may be deemed to have been fully earned
      in the event of a Change in Control.




(d)  Subject
      to Article 17 herein, the Committee shall have the authority to make any
      modifications to the Awards as determined by the Committee to be appropriate
      before the effective date of the Change in Control.








16.2  Termination,
      Amendment, and Modifications of Change-in-Control Provisions. Notwithstanding
      any other provision of this Plan or any Award Agreement provision, the
      provisions of this Article 16 may not be terminated, amended, or modified to
      affect adversely any Award theretofore granted under the Plan without the prior
      written consent of the Participant with respect to said Participant's
      outstanding Awards; provided, however, that the Board, upon recommendation
      of
      the Committee, may terminate, amend, or modify this Article 16 at any time
      and
      from time to time prior to the date of a Change in Control to affect Awards
      not
      yet granted under the Plan.




Article
      17. Amendment, Modification, and Termination





17.1  Amendment,
      Modification, and Termination. The Board may at any time and from time to time,
      alter, amend, suspend or terminate the Plan in whole or in part; provided,
      however, that unless the Board specifically provides otherwise, any revision
      or
      amendment that would cause the Plan to fail to comply with any requirement
      of
      applicable law, regulation, or rule if such amendment were not approved by
      shareholders, shall not be effective unless and until such approval of
      shareholders of the Company is obtained.





17.2  Awards
      Previously Granted. No termination, amendment, or modification of the Plan
      shall
      adversely affect in any material way any Award previously granted under the
      Plan, without the written consent of the Participant holding such
      Award.





17.3  Compliance
      with Code Section 162(m). At all times when Code Section 162(m) is applicable,
      all Awards granted under this Plan shall comply with the requirements of Code
      Section 162(m); provided, however, that in the event the Committee determines
      that such compliance is not desired with respect to any Award or Awards
      available for grant under the Plan, then compliance with Code Section 162(m)
      will not be required. In addition, in the event that changes are made to Code
      Section 162(m) to permit greater flexibility with respect to any Award or Awards
      available under the Plan, the Committee may, subject to this Article 17, make
      any adjustments it deems appropriate.




Article
      18. Withholding





18.1  Tax
      Withholding. The Company shall have the power and the right to deduct or
      withhold, or require a Participant to remit to the Company, an amount sufficient
      to satisfy Federal, state, and local taxes, domestic or foreign, required by
      law
      or regulation to be withheld with respect to any taxable event arising as a
      result of this Plan.





18.2  Share
      Withholding. With respect to withholding required upon the exercise of Options
      or SARs, upon the lapse of restrictions on Restricted Stock, or upon any other
      taxable event arising as a result of Awards granted hereunder, Participants
      may
      elect, subject to the approval of the Committee, to satisfy the withholding
      requirement, in whole or in part, by having the Company withhold Shares having
      a
      Fair Market Value on the date the tax is to be determined equal to the minimum
      statutory total tax which could be imposed on the transaction. All such
      elections shall be irrevocable, made in writing, signed by the Participant,
      and
      shall be subject to any restrictions or limitations that the Committee, in
      its
      sole discretion, deems appropriate.




Article
      19. Financial Assistance





If
      the
      Committee determines that such action is advisable, the Company may assist
      any
      person to whom an Award has been granted in obtaining financing from the Company
      (or under any program of the Company approved pursuant to applicable law),
      or
      from a bank or other third party, on such terms as are determined by the
      Committee, and in such amount as is required to accomplish the purposes of
      the
      Plan, including, but not limited to, to permit the exercise of an Award, the
      participation therein, and/or the payment of any taxes in respect thereof.
      Such
      assistance may take any form that the Committee deems appropriate, including,
      but not limited to, a direct loan from the Company, a guarantee of the
      obligation by the Company, or the maintenance by the Company of deposits with
      such bank or third party.







Article
      20. Indemnification





Each
      person who is or shall have been a member of the Committee, or of the Board,
      shall be indemnified and held harmless by the Company against and from any
      loss,
      cost, liability, or expense that may be imposed upon or reasonably incurred
      by
      him or her in connection with or resulting from any claim, action, suit, or
      proceeding to which he or she may be a party or in which he or she may be
      involved by reason of any action taken or failure to act under the Plan and
      against and from any and all amounts paid by him or her in settlement thereof,
      with the Company's approval, or paid by him or her in satisfaction of any
      judgment in any such action, suit, or proceeding against him or her, provided
      he
      or she shall give the Company an opportunity, at its own expense, to handle
      and
      defend the same before he or she undertakes to handle and defend it on his
      or
      her own behalf. The foregoing right of indemnification shall not be exclusive
      of
      any other rights of indemnification to which such persons may be entitled under
      the Company's Articles of Incorporation or Bylaws, as a matter of law, or
      otherwise, or any power that the Company may have to indemnify them or hold
      them
      harmless.




Article
      21. Successors





All
      obligations of the Company under the Plan with respect to Awards granted
      hereunder shall be binding on any successor to the Company, whether the
      existence of such successor is the result of a direct or indirect purchase,
      merger, consolidation, or otherwise, of all or substantially all of the business
      and/or assets of the Company.




Article
      22. Legal Construction





22.1  Gender
      and Number. Except where otherwise indicated by the context, any masculine
      term
      used herein also shall include the feminine; the plural shall include the
      singular and the singular shall include the plural.





22.2  Severability.
      In the event any provision of the Plan shall be held illegal or invalid for
      any
      reason, the illegality or invalidity shall not affect the remaining parts of
      the
      Plan, and the Plan shall be construed and enforced as if the illegal or invalid
      provision had not been included.





22.3  Requirements
      of Law. The granting of Awards and the issuance of Shares under the Plan shall
      be subject to all applicable laws, rules, and regulations, and to such approvals
      by any governmental agencies or national securities exchanges as may be
      required.





22.4  Securities
      Law and Tax Law Compliance. With respect to Insiders, transactions under this
      Plan are intended to comply with all applicable conditions of Rule 16b-3 or
      its
      successors under the 1934 Act. To the extent any provision of the plan or action
      by the Committee fails to so comply, it shall be deemed null and void, to the
      extent permitted by law and deemed advisable by the Committee.





22.5  Stockholder
      Adoption. This Plan shall be submitted to the stockholders of the Company,
      for
      their approval and adoption in accordance with applicable law and Code
      Section 162(m). All Awards made hereunder prior to stockholder approval
      shall be granted contingent upon such approval. If this Plan is not so approved
      and adopted by stockholders, all Awards granted hereunder shall be null and
      void.




22.6  Governing
      Law. To the extent not preempted by federal law, the Plan, and all agreements
      hereunder, shall be construed in accordance with and governed by the laws of
      the
      State of Delaware.