Exhibit 4.4















                  MILLENNIUM CHEMICALS INC.
                  LONG TERM INCENTIVE PLAN


















                    Amended and Restated
                      January 26, 2001
                      TABLE OF CONTENTS

Article 1   PURPOSE
Article 2   DEFINITIONS
     2.1  "Account
     2.2  "Adjustment Event"
     2.3  "Affiliate"
     2.4  "Annual Plan"
     2.5  "Award"
     2.6  "Award Year"
     2.7  "Board of Directors"
     2.8  "Cause"
     2.9  "Change in Control"
     2.10 "Code"
     2.11 "Committee"
     2.12 "Common Stock"
     2.13 "Company"
     2.14 "Deferred Amount"
     2.15 "Dividend Date"
     2.16 "Dividend Reinvestment Return"
     2.17 "Employer"
     2.18 "ERISA"
     2.19 "EVA"
     2.20 "Fair Market Value"
     2.21 "Good Reason"
     2.22 "1934 Act"
     2.23 "Performance Award Date"
     2.24 "Performance Cycle"
     2.25 "Performance Goal"
     2.26 "Plan"
     2.27 "Plan Year"
     2.28 "Restricted Stock"
     2.29 "Target Award"
     2.30 "Total and permanent disability"
     2.31 "Trustee"
     2.32 "Vesting Date"
Article 3   ELIGIBILITY AND PARTICIPATION
Article 4   AWARD
     4.1  Target Award
     4.2  Performance Goals
     4.3  Establishment of Requirements
     4.4  Committee Certification
     4.5  Award
     4.6  General Requirement of Employment at Year End
Article 5   ACCOUNT
     5.1  Establishment of Account
     5.2  Allocation of Award
     5.3  Dividends
     5.4  Forfeited Shares
Article 6   VESTING
     6.1  Vesting
     6.2  Termination of Employment
     6.3  Forfeiture
Article 7   DISTRIBUTION
     7.1  Distribution
     7.2  Certain Former Participants
Article 8   CHANGE IN CONTROL
Article 9   MANDATORY DEFERRALS
Article 10  ADJUSTMENTS
Article 11  ADMINISTRATION
     11.1 Responsibility
     11.2 Delegation of Authority
     11.3 Determinations and Interpretations by the Committee
Article 12  CLAIMS
     12.1 Claims Procedure
     12.2 Claims Review Procedure
Article 13  GENERAL PROVISIONS
     13.1 Withholding Taxes
     13.2 Assignability and Transferability
     13.3 Funding
     13.4 No Right, Title, or Interest in Company Assets
     13.5 No Right to Continued Employment
     13.6 Governing Law
Article 14  AMENDMENT AND TERMINATION
     14.1 Right to Amend, Suspend or Terminate
     14.2 Termination
     14.3 No Impairment


                  MILLENNIUM CHEMICALS INC.
                  LONG TERM INCENTIVE PLAN


                          ARTICLE 1
                           PURPOSE

          The purpose of this Millennium Chemicals Inc. Long
Term Incentive Plan (the "Plan") is to attract, retain and
motivate certain key employees of Millennium Chemicals Inc.
(together with its successors, the "Company") and its
subsidiaries in order to increase the profitability of the
Company and its affiliates.  The Plan shall be effective as
of January 1, 1998 and shall continue unless terminated by
the Company.

                          ARTICLE 2
                         DEFINITIONS

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

     2.1  "Account" means the bookkeeping account established
under Section 5.1.

     2.2  "Adjustment Event" has the meaning set forth in Article
10.

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

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

     2.5  "Award" means the amount allocated to a participant's
Account pursuant to Section 4.5.

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

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

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

          (a)  in the case where there is no employment agreement,
               change in control agreement or similar agreement in effect
               between the Employer and the participant immediately prior
               to such termination of employment, or where there is an
               employment agreement, change in control agreement or similar
               agreement in effect immediately prior to such termination of
               employment but such agreement either does not define cause
               (or words of like import) or a cause termination would not
               be permitted under such agreement at that time because other
               conditions were not satisfied, termination due to a
               participant's dishonesty, fraud, insubordination, willful
               misconduct, refusal to perform services (for any reason
               other than illness or incapacity) or materially
               unsatisfactory performance of his or her duties for the
               Employer; or

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

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

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

          (b)  during any period of two consecutive years (not
               including any period prior to October 1, 1996), individuals
               who at the beginning of such period constitute the Board of
               Directors of the Company, and any new director (other than a
               director designated by a person who has entered into an
               agreement with the Company to effect a transaction described
               in clause (a), (c), or (d) of this paragraph or a director
               whose initial assumption of office occurs as a result of
               either an actual or threatened election contest (as such
               terms are used in Rule 14a-11 of Regulation 14A promulgated
               under the 1934 Act) or other actual or threatened
               solicitation of proxies or consents by or on behalf of a
               person other than the Board of Directors of the Company)
               whose election by the Board of Directors or nomination for
               election by the Company's stockholders was approved by a
               vote of at least two-thirds of the directors then still in
               office who either were directors at the beginning of the two-
               year period or whose election or nomination for election was
               previously so approved, cease for any reason to constitute
               at least a majority of the Board of Directors;
          (c)  the merger or consolidation of the Company with any
               other corporation, other than a merger or consolidation
               which would result in the voting securities of the Company
               outstanding immediately prior thereto continuing to
               represent (either by remaining outstanding or by being
               converted into voting securities of the surviving entity)
               more than fifty percent (50%) of the combined voting power
               of the voting securities of the Company or such surviving
               entity outstanding immediately after such merger or
               consolidation; provided, however, that a merger or
               consolidation effected to implement a recapitalization of
               the Company (or similar transaction) in which no person
               (other than those covered by the exceptions in (a) above)
               acquires more than twenty-five percent (25%) of the combined
               voting power of the Company's then outstanding securities
               shall not constitute a Change in Control; or
          (d)  the stockholders of the Company approve a plan of
               complete liquidation of the Company or the closing of the
               sale or disposition by the Company of all or substantially
               all of the Company's assets other than the sale or
               disposition of all or substantially all of the assets of the
               Company to one or more Subsidiaries (as defined below) of
               the Company or to a person or persons who beneficially own,
               directly or indirectly, at least fifty percent (50%) or more
               of the combined voting power of the outstanding voting
               securities of the Company at the time of the sale or
               disposition.  "Subsidiary" has the meaning set forth in
               Section 424(f)of the Code, as amended or superseded, and the
               term shall also include any partnership, limited liability
               company or other business entity if the Company owns,
               directly or indirectly, securities or other ownership
               interests representing at least fifty percent (50%) of the
               ordinary voting power or equity or capital interests of such
               entity.  Notwithstanding any of the foregoing, the formation
               of Equistar Chemicals, LP ("Equistar") and the contribution
               of assets by Millennium Petrochemicals Inc. to Equistar on
               December 1, 1997 shall not constitute a Change in Control,
               and the sale or disposition of all or any part of the
               Company's interests in Equistar shall not constitute a
               Change in Control.

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

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

     2.12 "Common Stock" means the common stock, $.01 par value,
of the Company, subject to adjustment as provided in Article 10.

     2.13 "Company" has the meaning set forth in Article 1.

     2.14 "Deferred Amount" has the meaning set forth in Article 9.

     2.15 "Dividend Date" has the meaning set forth in Section 5.3.

     2.16 "Dividend Reinvestment Return" means the amount which
is credited to each participant's Account pursuant to
Section 5.3 to reflect dividends declared by the Company on
its Common Stock.

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

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

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

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

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

          (a)  in the case where there is no employment agreement,
               change in control agreement or similar agreement in effect
               between the Employer and the participant immediately prior
               to such termination of employment, or where there is an
               employment agreement, change in control agreement or similar
               agreement in effect immediately prior to such termination of
               employment but such agreement either does not define good
               reason (or words of like import) or a good reason
               termination would not be permitted under such agreement at
               that time because other conditions were not satisfied, a
               voluntary termination due to a reduction by the Employer in
               the participant's base salary or "Individual Target Award"
               as defined in the Annual Plan (without the participant's
               written consent), other than a reduction which is part of a
               general cost reduction program affecting similarly situated
               employees of the Employer and which does not exceed twenty
               percent (20%) of the participant's base salary in the
               aggregate; or

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

     2.22 "1934 Act" means the Securities Exchange Act of 1934,
as amended from time to time.

     2.23 "Performance Award Date" has the meaning set forth in
Section 5.2.

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

     2.25 "Performance Goal" means the objective performance
goal, formula or standard in respect of a Plan Year
established by the Committee pursuant to the Annual Plan,
which may incorporate (to the extent permitted under Section
162(m) of the Code) provisions for disregarding or adjusting
for changes in accounting methods, corporate transactions
(including but not limited to dispositions and acquisitions)
and other similar types of events or circumstances, and
which shall be based on one or more of the following
criteria applicable to the Company, any of its Affiliates,
and any of their respective business units:  (i) the
attainment of certain target levels of, or a percentage
increase in, after-tax or pre-tax profits; (ii) the
attainment of certain target levels of, or a specified
increase in, operational cash flow; (iii) the achievement of
a certain level of reduction of, or other specified
objectives with regard to limiting the level of increase in,
all or a portion of, bank debt or other long-term or short-
term public or private debt or other similar financial
obligations, which may be calculated net of such cash
balances and/or other offsets and adjustments as may be
established by the Committee; (iv) the attainment of a
specified percentage increase in earnings per share; (v) the
attainment of certain target levels of, or a specified
percentage increase in, revenues, net income or earnings
before income tax; (vi) the attainment of certain target
levels of, or a specified increase in, return on capital
employed or return on invested capital; (vii) the attainment
of certain target levels of, or a percentage increase in,
after-tax or pre-tax return on stockholders' equity; (viii)
the attainment of certain target levels of, or a specified
increase in, economic value added based on a cash flow
return on investment formula; (ix) the attainment of certain
target levels in the fair market value of the shares of the
Common Stock of the Company; and (x) the growth in the value
of an investment in the Common Stock of the Company assuming
the reinvestment of dividends.

     2.26 "Plan" has the meaning set forth in Article 1.

     2.27 "Plan Year" means the calendar year.

     2.28 "Restricted Stock" has the meaning specified in the
Millennium Chemicals Inc. Long Term Stock Incentive Plan, as
amended from time to time.

     2.29 "Target Award" means the targeted performance award for
each participant or class of participants in respect of a
Plan Year established by the Committee pursuant to Sections
4.1 and 4.3

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

     2.31 "Trustee" means the corporate trustee appointed from
time to time by the Company to administer the Millennium
America Holdings, Inc. LTIP Trust established in connection
with the Plan.

     2.32 "Vesting Date" has the meaning set forth in Section
6.1.

                          ARTICLE 3
                ELIGIBILITY AND PARTICIPATION

          Participation in the Plan in respect of each Plan
Year shall be determined by the Committee in its sole
discretion.  The Committee may delegate the authority to
determine participation in the Plan as specified in Section
11.2 hereof. Eligibility for participation in the Plan
typically shall be limited to any individual who is employed
by an Employer with the title of "director" and above
(salary bands 6 and 7) and who has not received any awards
of Restricted Stock under the Millennium Chemicals Inc. Long
Term Stock Incentive Plan.  The adoption of the Plan shall
not be deemed to give any person a right to participate
herein.

                          ARTICLE 4
                            AWARD

     4.1  Target Award.  With respect to each Plan Year, the
Committee shall establish in writing the Target Award for
each participant or class of participants.  Such Target
Award shall be equal to fifty percent (50%) of the
"Individual Target Award" as defined in the Annual Plan.

     4.2  Performance Goals. With respect to each Plan Year, the
Committee shall establish in writing the Performance Goal
for each participant or class of participants.  The
Committee shall prescribe a formula to determine the
percentage (which may be no greater than 100%) of the Target
Award to be allocated based upon the degree of attainment of
the Performance Goals with respect to such Plan Year.  The
Committee shall specify the minimum Performance Goals which
shall be attained before any Award may be allocated with
respect to such Plan Year.

     4.3  Establishment of Requirements.  With respect to each
Plan Year, the Committee's establishment of the Target Award
for each participant or class of participants, the
Performance Goals, and the formula to determine the
percentage of the Award to be allocated based upon the
degree of attainment of the Performance Goals shall be made
no later than March 31 of such Plan Year (or such later date
as permitted by the Committee) and, after such
establishment, the Committee shall not increase the amount
of Award payable under this Article 4 that would otherwise
be due upon the attainment of the Performance Goals for such
Plan Year.

     4.4  Committee Certification.  As soon as administratively
practicable following the end of each Plan Year, the
Committee shall determine in its sole discretion whether the
minimum Performance Goals in respect of each participant or
class of participants have been attained and, if so
attained, shall certify the degree of such attainment in
writing.

     4.5  Award.  The Award allocated to a participant's Account
in respect of a  Plan Year shall be equal to a percentage
(up to 100%) of such participant's Target Award based upon
the degree of attainment of the Performance Goals, as
certified by the Committee in writing.  No Award shall be
allocated to a participant's Account with respect to any
Plan Year unless the minimum Performance Goal for such
participant or class of participants is attained for such
Plan Year.

     4.6  General Requirement of Employment at Year End.  No
Award may be allocated to a participant's Account if such
participant is not an active employee of an Employer at the
end of the Plan Year; provided, however, that the Committee,
in its sole discretion, may allocate Awards to participants
for a Plan Year in circumstances that the Committee deems
appropriate including but not limited to a participant's
death, total and permanent disability, retirement or other
termination of employment during such Plan Year.

                          ARTICLE 5
                           ACCOUNT

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

     5.2  Allocation of Award.  The allocation of a participant's
Award in respect of an Award Year shall be credited in the
form of Common Stock to such participant's Account in the
Plan Year following the end of the Award Year.  Such
crediting shall be made as soon as reasonably practicable
following the date upon which annual incentive bonus awards
generally are paid to executives under the Annual Plan (or,
if bonuses are earned or paid in such year, the date that
bonuses would have been paid if bonuses were earned) (the
"Performance Award Date"), with the number of shares of
Common Stock allocated thereto (rounded down to the nearest
whole share) determined by dividing (a) the participant's
Award in respect of such Award Year by (b) (i) for Awards
granted in respect of the 2001 Awards Year and all
subsequent Award Years, the average of the Fair Market Value
of Common Stock during the first ten (10) trading days of
such Award Year, and (ii) for Awards granted in respect of
the 1998, 1999 or 2000 Award Year, (y) the average the
average of the price paid by the Trustee to purchase shares
of Common Stock with respect to all Awards granted in
respect of such Award Year and (z) to the extent that any
portion of such Award has not been credited in the form of
Common Stock through the purchase of such shares by the
Trustee by the fifteenth (15th) business day of the month
following the month in which the Performance Award Date
occurred for such awards (or such lesser period as may be
specified by the Committee) as determined on a pro rata
basis with respect to all Awards for such Award Year, the
average of the Fair Market Value of Common Stock over the
thirty-day period following the Performance Award Date (or
such lesser period as may be specified by the Committee). In
addition, if any foreign tax credit is associated with any
dividend credited to any participant's Account, then,
subject to applicable tax rules, that participant shall be
entitled to such foreign tax credit when and to the extent
the related Award and Dividend Reinvestment Return vest and
are distributed to the participant, but only to the extent
that dividends are actually paid and the foreign tax credit
is actually credited to the shares held in the Trust
established in connection with this Plan and thereafter
distributed to the participant. In the event of any dispute
relating to any such foreign tax credit, the Committee shall
have the sole discretion to determine all matters relating
thereto, including the allocation of any such foreign tax
credit.

     5.3  Dividends.  Whenever the Company shall declare a
dividend on its Common Stock, each participant's Account
shall be credited with a Dividend Reinvestment Return.  Such
crediting shall be made as soon as reasonably practicable
following the payment date upon which such dividend
otherwise would have been payable (the "Dividend Date"),

          (a)  The Dividend Reinvestment Return on all Awards
               allocated in respect of the 2001 Award Year and all
               subsequent Award Years shall be credited in case based on
               the amount of cash that would have been paid (or, to the
               extent any dividend is not paid in cash, the fair market
               value thereof) to the participant on the total number of
               shares allocated to such participant's Account in respect to
               such Award Years on the relevant Dividend Date.

          (b)  The Dividend Reinvestment Return on all
               Awards allocated in respect of the year 1998,
               1999 and 2000 Award Years shall be credited
               in the form of Common Stock,

with the number of shares of Common Stock allocated thereto
(rounded down to the nearest whole share) determined by
dividing (i) the amount that would have been paid (or the
fair market value thereof, if the dividend is not paid in
cash) to the participant on the total number of shares of
Common Stock credited to such participant's Account on the
Dividend Date by (ii) (y) the average of the price paid by
the Trustee to purchase shares of Common Stock with respect
to all Dividend Reinvestment Returns for such Dividend Date
and (z) to the extent that any portion of such Dividend
Reinvestment Return has not been credited in the form of
Common Stock through the purchase of such shares by the
Trustee by the fifteenth (15) business day of the month
following the month in which the Dividend Date occurred (or
such lesser period as may be specified by the Committee) as
determined on a pro rata basis with respect to all Dividend
Reinvestment Returns for such Dividend Date, the average of
the Fair Market Value of Common Stock over the thirty-day
period following the Dividend Date (or such lesser period as
may be specified by the Committee).

     5.4  Forfeited Shares.  The Committee may, in its sole
discretion, use shares of Common Stock forfeited pursuant to
Sections 6.2 and 1.1 to6.3 to  credit all or a portion of
any Award and/or Dividend Reinvestment Return pursuant to
Sections 5.2 and 5.3.  In such case, the price of such
forfeited shares shall be deemed the average of the Fair
Market Value of Common Stock over the thirty-day period
following the Performance Award Date or Dividend Date, as
applicable.

                          ARTICLE 6
                           VESTING

     6.1  Vesting.  A participant shall fully vest in his or her
Award and all Dividend Reinvestment Returns thereon
allocated in respect of an Award Year on the last day of
Performance Cycle with respect to such Award Year (the
"Vesting Date").

     6.2  Termination of Employment.  A participant's Award in
respect of an Award Year and any Dividend Reinvestment
Return in respect thereto shall be forfeited by a
participant in the event of such participant's termination
of employment with respect to all Employers after the end of
the Award Year and prior to the Vesting Date with respect to
such Award; provided, however, that a participant whose
employment is terminated after the end of the Award Year and
prior to the Vesting Date with respect to such Award (a) as
a result of such participant's death or total and permanent
disability, (b) on or after attaining age 50 with at least
15 years of service or age 55 with at least 10 years of
service with one or more Employers and their Affiliates (or
such other age and/or service requirement as the Committee
in its sole discretion determines), (c) by the Employer
other than for Cause, except as provided in Section 13.2(b),
or (d) by such participant for Good Reason, shall continue
to participate in the Plan subject to its terms.

                          ARTICLE 7
                        DISTRIBUTION

     7.1  Distribution.  Any distribution under the Plan in
respect of a Performance Cycle during which an Award vests
shall be made in the Plan Year following the Vesting Date.
Such distribution shall be made in shares of Common Stock
attributable to such Award and cash, if applicable, as soon
as reasonably practicable following the Performance Award
Date in such Plan Year.

     7.2  Certain Former Participants.  For purposes of the Plan,
the term "participant" shall include an individual (a) with
respect to whom any Award has been allocated but not yet
vested or forfeited or (b) whose employment was terminated
with respect to all Employers after the end of the Award
Year and prior to the Vesting Date with respect to such
Award (i) as a result of such individual's death or total
and permanent disability, (ii) on or after attaining age 50
with at least 15 years of service or age 55 with at least 10
years of service with one or more Employers and their
Affiliates (or such other age and/or service requirement as
the Committee in its sole discretion determines), (iii) by
the Employer other than for Cause, except as provided in
Section 13.2(b), or (iv) by such individual for Good Reason.

                          ARTICLE 8
                      CHANGE IN CONTROL

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

                          ARTICLE 9
                     MANDATORY DEFERRALS

          Notwithstanding Article 7 and subArticle 7 and
subject toject to Article 8, the Committee may require a
participant to defer all or a portion of any payment from
his or her Account in any case where the Company anticipates
that such payment or portion thereof would be nondeductible
pursuant to Sections 162(m) of the Code (the "Deferred
Amount").  In such case, interest shall accrue on the
Deferred Amount from February 15 of the Plan Year in which
it otherwise became due until the date of payment at an
annual rate equal to the base commercial lending rate
announced by Chase Manhattan Bank in effect from time to
time during the period of such deferral.


                         ARTICLE 10
                         ADJUSTMENTS

          Subject to Article 8, in the event there is any
change in the Common Stock, through merger, consolidation,
reorganization, recapitalization, stock dividend, stock
split, reverse stock split, split-up, split-off, spin-off,
combination of shares, exchange of shares, dividend in kind
or other like change in capital structure or cash dividends
to stockholders of the Company (an "Adjustment Event"), the
number of shares of Common Stock credited to a participant's
Account shall be appropriately adjusted (rounded down to the
nearest whole share) by the Committee in its sole judgment
so as to give appropriate effect to such Adjustment Event
such that the participant's Account reflects the same equity
percentage in the Company after such Adjustment Event as was
the case before such Adjustment Event.

                         ARTICLE 11
                       ADMINISTRATION

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

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

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

                         ARTICLE 12
                           CLAIMS

     12.1 Claims Procedure.  If any participant or his or her
designated beneficiary has a claim for amounts which are not
being paid, such claimant may file with the Committee a
written claim, in such form as is provided or approved by
the Committee, setting forth the amount and nature of the
claim, supporting facts, and the claimant's address.  The
Committee shall notify each claimant of its decision in
writing by registered or certified mail within ninety (90)
days after its receipt of a claim, unless special
circumstances require an extension of time for processing
the claim.  If such an extension of time is required,
written notice of the extension shall be furnished to the
claimant prior to the termination of the initial ninety (90)
day period, which notice shall specify the special
circumstances requiring an extension and the date by which a
final decision will be reached (which date shall not be
later than one hundred eighty (180) days after the date on
which the claim was filed).  If a claim is denied, the
written notice of denial shall set forth the reasons for
such denial, refer to pertinent Plan provisions on which the
denial is based, describe any additional material or
information necessary for the claimant to realize the claim,
and explain the claim review procedure under the Plan.

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

                         ARTICLE 13
                     GENERAL PROVISIONS

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

     13.2 Assignability and Transferability.

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

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

     13.3 Funding.

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

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

     13.4 No Right, Title, or Interest in Company Assets.
Participants shall have no right, title, or interest
whatsoever in or to any investments which the Company may
make to aid it in meeting its obligations under the Plan.
Nothing contained in the Plan, and no action taken pursuant
to its provisions, shall create a trust of any kind, or a
fiduciary relationship between the Company and any
participant, beneficiary, legal representative or any other
person.  To the extent that any person acquires a right to
receive payments from the Company under the Plan, such right
shall be no greater than the right of an unsecured general
creditor of the Company.  All payments to be made hereunder
shall be paid from the general funds of the Company,
including any grantor trust described in Section 13.3(a).
The Plan is not intended to be subject to ERISA.

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

     13.6 Governing Law.  The Plan, all awards granted hereunder,
and all actions taken in connection herewith shall be
governed by and construed in accordance with the laws of the
State of New Jersey without reference to principles of
conflict of laws, except as superseded by applicable federal
law.

                         ARTICLE 14
                  AMENDMENT AND TERMINATION

     14.1 Right to Amend, Suspend or Terminate.  The Board of
Directors may amend, suspend or terminate the Plan at any
time with or without prior notice; provided, however, that
no action authorized by this Article 14 shall impair any
rights or benefits which theretofore vested hereunder
without the written consent of the affected participants.

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

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