Exhibit 10.1



                        ISLE OF CAPRI CASINOS, INC.
                    2000 LONG-TERM STOCK INCENTIVE PLAN
                    -----------------------------------


                                 SECTION 1
                                 ---------

                                  GENERAL
                                  -------

         1.1.  Purpose.  The Isle of Capri Casinos, Inc. 2000 Long-Term Stock
Incentive Plan (the "Plan") has been established by Isle of Capri Casinos,
Inc. (the "Company") to (i) attract and retain persons eligible to
participate in the Plan; (ii) motivate Participants, by means of
appropriate incentives, to achieve long-range goals; (iii) provide
incentive compensation opportunities that are competitive with those of
other similar companies; and (iv) further identify Participants' interests
with those of the Company's other stockholders through compensation that is
based on the Company's common stock; and thereby promote the long-term
financial interest of the Company and any Subsidiary, including the growth
in value of the Company's equity and enhancement of long-term stockholder
return.

         1.2.  Participation.  Subject to the terms and conditions of the
Plan, the Committee shall determine and designate, from time to time, those
Participants who will be granted one or more Awards under the Plan.

         1.3. Operation, Administration, and Definitions. The operation and
administration of the Plan, including the Awards made under the Plan, shall
be subject to the provisions of Section 4 (relating to operation and
administration). Capitalized terms in the Plan shall be defined as set
forth in the Plan (including the definition provisions of Section 8 of the
Plan).

                                 SECTION 2
                                 ---------

                              OPTIONS AND SARS
                              ----------------

         2.1.  Definitions.

(a)      The grant of an "Option" entitles the Participant to purchase shares
         of Stock at an Exercise Price established by the Committee. Any
         Option granted under this Section 2 may be either an incentive
         stock option (an "ISO") or a non-qualified stock option (an
         "NQSO"), as determined in the discretion of the Committee,
         provided that only employees of the Company or a Subsidiary may
         receive ISOs. An "ISO" is an Option that is intended to satisfy
         the requirements applicable to an "incentive stock option"
         described in section 422(b) of the Code. An "NQSO" is an Option
         that is not intended to be an "incentive stock option" as that
         term is described in section 422(b) of the Code.

(b)      A stock appreciation right (a "SAR") entitles the Participant to
         receive, in cash or Stock (as determined in accordance with
         subsection 2.5), value equal to (or otherwise based on)




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         the excess of: (a) the Fair Market Value of a specified number of
         shares of Stock at the time of exercise; over (b) the Exercise Price
         established by the Committee.

         2.2. Exercise Price. The "Exercise Price" of each Option and SAR
granted under this Section 2 shall be established by the Committee or shall
be determined by a method established by the Committee at the time the
Option or SAR is granted; except that the Exercise Price of an ISO shall
not be less than 100% of the Fair Market Value of a share of Stock on the
date of grant (or, if greater, the par value of a share of Stock).

         2.3.  Exercise.  An Option and a SAR shall be exercisable in
accordance with such terms and conditions and during such periods as may be
established by the Committee as set forth in the award agreement.

         2.4.  Payment of Option Exercise Price.  The payment of the Exercise
Price of an Option granted under this Section 2 shall be subject to the
following:

(a)      Subject to the following provisions of this subsection 2.4, the
         full Exercise Price for shares of Stock purchased upon the
         exercise of any Option shall be paid at the time of such exercise
         (except that, in the case of an exercise arrangement approved by
         the Committee and described in paragraph 2.4(c), payment may be
         made as soon as practicable after the exercise).

(b)      The Exercise Price shall be payable in cash or by tendering, by
         either actual delivery of shares or by attestation, shares of
         Stock acceptable to the Committee, and valued at Fair Market Value
         as of the day of exercise, or in any combination thereof, as
         determined by the Committee.

(c)      The Committee may permit a Participant to elect to pay the
         Exercise Price upon the exercise of an Option by irrevocably
         authorizing a third party to sell shares of Stock (or a sufficient
         portion of the shares) acquired upon exercise of the Option and
         remit to the Company a sufficient portion of the sale proceeds to
         pay the entire Exercise Price and any tax withholding resulting
         from such exercise.

         2.5.  Settlement of Award.  Settlement of Options and SARs is
subject to subsection 4.7.




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                                 SECTION 3
                                 ---------

                             OTHER STOCK AWARDS
                             ------------------

         3.1.  Definitions.

(a)      A "Stock Unit" Award is the grant of a right to receive shares of
         Stock in the future.


(b)      A "Performance Share" Award is a grant of a right to receive
         shares of Stock or Stock Units which is contingent on the
         achievement of performance or other objectives during a specified
         period.

(c)      A "Performance Unit" Award is a grant of a right to receive a
         designated dollar value amount of Stock which is contingent on the
         achievement of performance or other objectives during a specified
         period.

(d)      A "Restricted Stock" Award is a grant of shares of Stock, and a
         "Restricted Stock Unit" Award is the grant of a right to receive
         shares of Stock in the future, with such shares of Stock or right
         to future delivery of such shares of Stock subject to a risk of
         forfeiture or other restrictions that will lapse upon the
         achievement of one or more goals relating to completion of service
         by the Participant, or achievement of performance or other
         objectives, as determined by the Committee.

         3.2.  Restrictions on Awards.  Each Stock Unit Award, Restricted
Stock Award, Restricted Stock Unit Award, Performance Share Award, and
Performance Unit Award shall be subject to the following:

(a)      Any such Award shall be subject to such conditions, restrictions
         and contingencies as the Committee shall determine.

(b)      The Committee may designate whether any such Award being granted
         to any Participant is intended to be "performance-based
         compensation" as that term is used in section 162(m) of the Code.
         Any such Awards designated as intended to be "performance-based
         compensation" shall be conditioned on the achievement of one or
         more Performance Measures, to the extent required by Code section
         162(m). The Performance Measures that may be used by the
         Committee for such Awards shall be stated in terms of the
         attainment of specified levels of or percentage changes in any
         one or more of the following measurements: revenue; increases in
         stock price; market share; primary or fully-diluted earnings per
         share; earnings before interest, taxes, depreciation and/or
         amortization; cash flow from operations; total cash flow; return
         on equity; return on capital; return on assets; management
         staffing; or any combination thereof. For Awards under this
         Section 3 intended to be "performance-based compensation," the
         grant of the Awards and the establishment of the Performance
         Measures shall be made during the period required under Code
         section 162(m).


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                                 SECTION 4
                                 ---------

                        OPERATION AND ADMINISTRATION
                        ----------------------------

         4.1. Effective Date. Subject to the approval of the stockholders
of the Company at the Company's 2000 annual meeting of its stockholders,
the Plan shall be effective as of September 1, 2000 (the "Effective Date");
provided, however, that to the extent that Awards are granted under the
Plan prior to its approval by stockholders, the Awards shall be contingent
on approval of the Plan by the stockholders of the Company at such annual
meeting. The Plan shall be unlimited in duration and, in the event of Plan
termination, shall remain in effect as long as any Awards under it are
outstanding; provided, however, that no Awards may be granted under the
Plan after the ten-year anniversary of the Effective Date (except for
Awards granted pursuant to commitments entered into prior to such ten-year
anniversary); and further provided, that the term of any Reload Options
shall be determined as provided in subsection 4.15 of the Plan.

         4.2.  Shares Subject to Plan.  The shares of Stock for which Awards
may be granted under the Plan shall be subject to the following:

(a)      The shares of Stock with respect to which Awards may be made under
         the Plan shall be shares currently authorized but unissued or
         currently held or subsequently acquired by the Company as treasury
         shares, including shares purchased in the open market or in
         private transactions.

(b)      Subject to the following provisions of this subsection 4.2, the
         maximum number of shares of Stock that may be delivered to
         Participants and their beneficiaries under the Plan shall be
         equal to the sum of: (i) 1,000,000 shares of Stock; and (ii) any
         shares of Stock available for future awards under any prior
         long-term incentive plan of the Company, including the Casino
         America, Inc. 1992 Stock Option Plan and the Casino America, Inc.
         1993 Stock Option Plan (the "Prior Plans") as of the Effective
         Date; and any shares of Stock that are represented by awards
         granted under any Prior Plans which are forfeited, expire or are
         canceled without delivery of shares of Stock or which result in
         the forfeiture of the shares of Stock back to the Company.

(c)      To the extent provided by the Committee, any Award may be settled
         in cash rather than Stock. To the extent any shares of Stock
         covered by an Award are not delivered to a Participant or
         beneficiary because the Award is forfeited or canceled, or the
         shares of Stock are not delivered because the Award is settled in
         cash or used to satisfy the applicable tax withholding obligation,
         such shares shall not be deemed to have been delivered for
         purposes of determining the maximum number of shares of Stock
         available for delivery under the Plan.

(d)      If the exercise price of any stock option granted under the Plan
         or any Prior Plan is satisfied by tendering shares of Stock to the
         Company (by either actual delivery or by attestation), only the
         number of shares of Stock issued net of the shares of Stock
         tendered shall be deemed delivered for purposes of determining the
         maximum number of shares of Stock available for delivery under the
         Plan.

(e)      Subject to paragraph 4.2(f), the following additional maximums are
         imposed under the Plan.

         (i) The maximum number of shares of Stock that may be issued by
         Options intended to be ISOs shall be the maximum number of shares
         authorized under paragraph 4.2(b) of the Plan.



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         (ii) The maximum number of shares that may be covered by Awards
         granted to any one individual pursuant to Section 2 (relating to
         Options and SARs) shall be 200,000 shares during any one
         fiscal-year period. If an Option is in tandem with an SAR, such
         that the exercise of the Option or SAR with respect to a share of
         Stock cancels the tandem SAR or Option right, respectively, with
         respect to such share, the tandem Option and SAR rights with
         respect to each share of Stock shall be counted as covering but
         one share of Stock for purposes of applying the limitations of
         this paragraph (ii).

         (iii) The maximum number of shares of Stock that may be issued in
         conjunction with Awards granted pursuant to Section 3 (relating to
         Other Stock Awards) shall be the maximum number of shares
         authorized under paragraph 4.2(b) of the Plan.

         (iv) For Stock Unit Awards, Restricted Stock Awards, Restricted
         Stock Unit Awards and Performance Share Awards that are intended
         to be "performance-based compensation" (as that term is used for
         purposes of Code section 162(m)), no more than 200,000 shares of
         Stock may be subject to such Awards granted to any one individual
         during any one fiscal year period. If, after shares have been
         earned, the delivery is deferred, any additional shares
         attributable to dividends during the deferral period shall be
         disregarded.

         (v) For Performance Unit Awards that are intended to be
         "performance-based compensation" (as that term is used for
         purposes of Code section 162(m)), no more than $500,000 may be
         subject to such Awards granted to any one individual during any
         one fiscal year period. If, after amounts have been earned with
         respect to Performance Unit Awards, the delivery of such amounts
         is deferred, any additional amounts attributable to earnings
         during the deferral period shall be disregarded.

(f)      In the event of a corporate transaction involving the Company
         (including, without limitation, any stock dividend, stock split,
         extraordinary cash dividend, recapitalization, reorganization,
         merger, consolidation, split-up, spin-off, combination or
         exchange of shares), the Committee may adjust Awards to preserve
         the benefits or potential benefits of the Awards. Action by the
         Committee may include: (i) adjustment of the number and kind of
         shares which may be delivered under the Plan; (ii) adjustment of
         the number and kind of shares subject to outstanding Awards;
         (iii) adjustment of the Exercise Price of outstanding Options and
         SARs; and (iv) any other adjustments that the Committee
         determines to be equitable.

         4.3.  General Restrictions.  Delivery of shares of Stock or other
amounts under the Plan shall be subject to the following:

(a)      Notwithstanding any other provision of the Plan, the Company or
         any Subsidiary shall have no liability to deliver any shares of
         Stock under the Plan or make any other distribution of benefits
         under the Plan unless such delivery or distribution would comply
         with all applicable laws (including, without limitation, the
         requirements of the Securities Act of 1933), and the applicable
         requirements of any securities exchange or similar entity.



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<PAGE>



(b)      To the extent that the Plan provides for issuance of stock
         certificates to reflect the issuance of shares of Stock, the
         issuance may be effected on a non-certificated basis, to the
         extent not prohibited by applicable law or the applicable rules of
         any stock market.

         4.4. Tax Withholding. All distributions under the Plan are subject
to withholding of all applicable taxes, and the Committee may condition the
delivery of any shares or other benefits under the Plan on satisfaction of
the applicable withholding obligations. The Committee, in its discretion,
and subject to such requirements as the Committee may impose prior to the
occurrence of such withholding, may permit such withholding obligations to
be satisfied through cash payment by the Participant, through the surrender
of shares of Stock acceptable to the Committee which the Participant
already owns, or through the surrender of shares of Stock to which the
Participant is otherwise entitled under the Plan.

         4.5. Grant and Use of Awards. In the discretion of the Committee,
a Participant may be granted any Award permitted under the provisions of
the Plan, and more than one Award may be granted to a Participant. Awards
may be granted as alternatives to or replacement of awards granted or
outstanding under the Plan, or any other plan or arrangement of the Company
or a Subsidiary (including a plan or arrangement of a business or entity,
all or a portion of which is acquired by the Company or a Subsidiary).
Subject to the overall limitation on the number of shares of Stock that may
be delivered under the Plan, the Committee may use available shares of
Stock as the form of payment for compensation, grants or rights earned or
due under any other compensation plans or arrangements of the Company or a
Subsidiary, including the plans and arrangements of the Company or a
Subsidiary assumed in business combinations.

         4.6. Dividends and Dividend Equivalents. An Award (including
without limitation an Option or SAR Award) may provide the Participant with
the right to receive dividend payments or dividend equivalent payments with
respect to Stock subject to the Award (both before and after the Stock
subject to the Award is earned, vested, or acquired), which payments may be
either made currently or credited to an account for the Participant, and
may be settled in cash or Stock, as determined by the Committee. Any such
settlements, and any such crediting of dividends or dividend equivalents or
reinvestment in shares of Stock, may be subject to such conditions,
restrictions and contingencies as the Committee shall establish, including
the reinvestment of such credited amounts in Stock equivalents.

         4.7. Settlement of Awards. The obligation to make payments and
distributions with respect to Awards may be satisfied through cash
payments, the delivery of shares of Stock, the granting of replacement
Awards, or combination thereof as the Committee shall determine.
Satisfaction of any such obligations under an Award, which is sometimes
referred to as "settlement" of the Award, may be subject to such
conditions, restrictions and contingencies as the Committee shall
determine. The Committee may permit or require the deferral of any Award
payment, subject to such rules and procedures as it may establish, which
may include provisions for the payment or crediting of interest or dividend
equivalents, and may include converting such credits into deferred Stock
equivalents. Each Subsidiary shall be liable for payment of cash due under
the Plan with respect to any Participant to the extent that such benefits


                                    -6-

<PAGE>


are attributable to the services rendered for that Subsidiary by the
Participant. Any disputes relating to liability of a Subsidiary for cash
payments shall be resolved by the Committee.

         4.8.  Transferability.  Except as otherwise provided by the
Committee, Awards under the Plan are not transferable except as designated
by the Participant by will or by the laws of descent and distribution.

         4.9. Form and Time of Elections. Unless otherwise specified
herein, each election required or permitted to be made by any Participant
or other person entitled to benefits under the Plan, and any permitted
modification, or revocation thereof, shall be in writing filed with the
Committee at such times, in such form, and subject to such restrictions and
limitations, not inconsistent with the terms of the Plan, as the Committee
shall require.

         4.10. Agreement With Company. An Award under the Plan shall be
subject to such terms and conditions, not inconsistent with the Plan, as
the Committee shall, in its sole discretion, prescribe. The terms and
conditions of any Award to any Participant shall be reflected in such form
of written document as is determined by the Committee. A copy of such
document shall be provided to the Participant, and the Committee may, but
need not require that the Participant sign a copy of such document. Such
document is referred to in the Plan as an "Award Agreement" regardless of
whether any Participant signature is required.

         4.11. Action by Company or Subsidiary. Any action required or
permitted to be taken by the Company or any Subsidiary shall be by
resolution of its board of directors, or by action of one or more members
of the board (including a committee of the board) who are duly authorized
to act for the board, or (except to the extent prohibited by applicable law
or applicable rules of any stock exchange) by a duly authorized officer of
such company.

         4.12.  Gender and Number.  Where the context admits, words in any
gender shall include any other gender, words in the singular shall include
the plural and the plural shall include the singular.

         4.13.  Limitation of Implied Rights.

(a)      Neither a Participant nor any other person shall, by reason of
         participation in the Plan, acquire any right in or title to any
         assets, funds or property of the Company or any Subsidiary
         whatsoever, including, without limitation, any specific funds,
         assets, or other property which the Company or any Subsidiary, in
         its sole discretion, may set aside in anticipation of a liability
         under the Plan. A Participant shall have only a contractual right
         to the Stock or amounts, if any, payable under the Plan,
         unsecured by any assets of the Company or any Subsidiary, and
         nothing contained in the Plan shall constitute a guarantee that
         the assets of the Company or any Subsidiary shall be sufficient
         to pay any benefits to any person.



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<PAGE>



(b)      The Plan does not constitute a contract of employment, and
         selection as a Participant will not give any participating
         employee the right to be retained in the employ of the Company or
         any Subsidiary, nor any right or claim to any benefit under the
         Plan, unless such right or claim has specifically accrued under
         the terms of the Plan. Except as otherwise provided in the Plan,
         no Award under the Plan shall confer upon the holder thereof any
         rights as a stockholder of the Company prior to the date on which
         the individual fulfills all conditions for receipt of such rights.

         4.14.  Evidence.  Evidence required of anyone under the Plan may be
by certificate, affidavit, document or other information which the person
acting on it considers pertinent and reliable, and signed, made or
presented by the proper party or parties.

         4.15.  Reload Options.

(a)      Whenever a Participant holding any Option outstanding pursuant to
         this Plan (including Reload Options previously granted pursuant to
         this Section 4.15) exercises the Option and makes payment of the
         Exercise Price pursuant to Section 2.4 hereof, in whole or in
         part, by tendering Stock previously held by the Participant, then
         the Company shall grant to the Participant a Reload Option for the
         number of shares of Common Stock that is equal to the number of
         shares tendered by the Participant or payment of the Exercise
         Price of the Option being exercised.

(b)      The Reload Option Exercise Price per share shall be equal to the
         Fair Market Value per share of Stock, determined as of the date of
         receipt by the Company of the notice by the Participant to
         exercise the Option.

(c)      The exercise period of the Reload Option shall expire, and the
         Reload Option shall no longer be exercisable, on the later to
         occur of (i) the expiration date of the originally surrendered
         Option or (ii) one year from the date of grant of the Reload
         Option.

(d)      Any Reload Option granted pursuant to this subsection 4.15 shall
         vest immediately upon grant pursuant to subsection (a) above.

(e)      All other terms of the Reload Options granted hereunder shall be
         identical to the terms and conditions of the original Option, the
         exercise of which gives rise to the grant of the Reload Option.



                                 SECTION 5
                                 ---------

                             CHANGE IN CONTROL
                             -----------------

         Subject to the provisions of paragraph 4.2(f) (relating to the
adjustment of shares), and except as otherwise provided in the Plan or the
Award Agreement reflecting the applicable Award, upon the occurrence of a
Change in Control:



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(a)      All outstanding Options (regardless of whether in tandem with SARs)
         shall become fully exercisable.

(b)      All outstanding SARs (regardless of whether in tandem with Options)
         shall become fully exercisable.

(c)      All Stock Units, Restricted Stock, Restricted Stock Units, and
         Performance Shares shall become fully vested.



                                 SECTION 6
                                 ---------

                                 COMMITTEE
                                 ---------

         6.1.  Administration.  The authority to control and manage the
operation and administration of the Plan shall be vested in the
Compensation Committee of the Board (the "Committee") in accordance with
this Section 6.

         6.2.  Powers of Committee.  The Committee's administration of the
Plan shall be subject to the following:

(a)      Subject to the provisions of the Plan, the Committee will have the
         authority and discretion to select from among the Participants
         those persons who shall receive Awards, to determine the time or
         times of receipt, to determine the types of Awards and the number
         of shares covered by the Awards, to establish the terms,
         conditions, performance criteria, restrictions, and other
         provisions of such Awards, and (subject to the restrictions
         imposed by Section 7) to cancel or suspend Awards.

(b)      To the extent that the Committee determines that the restrictions
         imposed by the Plan preclude the achievement of the material
         purposes of the Awards in jurisdictions outside the United States,
         the Committee will have the authority and discretion to modify
         those restrictions as the Committee determines to be necessary or
         appropriate to conform to applicable requirements or practices of
         jurisdictions outside of the United States.

(c)      The Committee will have the authority and discretion to interpret
         the Plan, to establish, amend, and rescind any rules and
         regulations relating to the Plan, to determine the terms and
         provisions of any Award Agreement made pursuant to the Plan, and
         to make all other determinations that may be necessary or
         advisable for the administration of the Plan.

(d)      Any interpretation of the Plan by the Committee and any decision made
         by it under the Plan is final and binding on all persons.

(e)      In controlling and managing the operation and administration of
         the Plan, the Committee shall take action in a manner that
         conforms to the certificate of incorporation and by-laws of the
         Company, and applicable state corporate law.



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         6.3. Delegation by Committee. Except to the extent prohibited by
applicable law or the applicable rules of a stock market, the Committee may
allocate all or any portion of its responsibilities and powers to any one
or more of its members and may delegate all or any part of its
responsibilities and powers to any person or persons selected by it. Any
such allocation or delegation may be revoked by the Committee at any time.

         6.4. Information to be Furnished to Committee. The Company and
Subsidiaries shall furnish the Committee with such data and information as
it determines may be required for it to discharge its duties. The records
of the Company and Subsidiaries as to an employee's or Participant's
employment, termination of employment, leave of absence, reemployment and
compensation shall be conclusive on all persons unless determined to be
incorrect. Participants and other persons entitled to benefits under the
Plan must furnish the Committee such evidence, data or information as the
Committee considers desirable to carry out the terms of the Plan.


                                 SECTION 7
                                 ---------

                         AMENDMENT AND TERMINATION
                         -------------------------

         The Board may, at any time, amend or terminate the Plan, provided
that no amendment or termination may, in the absence of written consent to
the change by the affected Participant (or, if the Participant is not then
living, the affected beneficiary), adversely affect the rights of any
Participant or beneficiary under any Award granted under the Plan prior to
the date such amendment is adopted by the Board; and further provided that
adjustments pursuant to paragraph 4.2(f) shall not be subject to the
foregoing limitations of this Section 7.


                                 SECTION 8
                                 ---------

                               DEFINED TERMS
                               -------------

         In addition to the other definitions contained herein, the
following definitions shall apply:

(a)      Award. The term "Award" shall mean any award or benefit granted
         under the Plan, including, without limitation, the grant of
         Options, SARs, Stock Unit Awards, Restricted Stock Awards,
         Restricted Stock Unit Awards, Performance Unit Awards, and
         Performance Share Awards.

(b)      Board.  The term "Board" shall mean the Board of Directors of the
         Company.

(c)      Change in Control. The term "Change in Control" shall mean the
         acquisition of any person or group (as that term is defined in the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"),
         and the rules promulgated pursuant to the Exchange Act) in a
         single transaction or a series of transactions of 35% or more in
         voting power of the outstanding stock of the Company and a change
         in the composition of the Board so that, within two years after
         the acquisition took place, a majority of the members of the
         Board, or of any corporation with which the Company may be


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<PAGE>

         consolidated or merged, are persons who were not directors or
         officers of the Company or one of its Subsidiaries immediately
         prior to the acquisition, or to the first of a series of
         transactions which resulted in the acquisition of 35% or more
         in voting power of the outstanding stock of the Company.

(d)      Code. The term "Code" shall mean the Internal Revenue Code of
         1986, as amended. A reference to any provision of the Code shall
         include reference to any successor provision of the Code.

(e)      Fair Market Value. The term "Fair Market Value" shall mean: (i)
         if the Stock is traded in a market in which actual transactions
         are reported, the mean of the high and low prices at which the
         Stock is reported to have traded on the relevant date in all
         markets on which trading in the Stock is reported or, if there is
         no reported sale of the Stock on the relevant date, the mean of
         the highest reported bid price and lowest reported asked price
         for the Stock on the relevant date; (ii) if the Stock is publicly
         traded but only in markets in which there is no reporting of
         actual transactions, the mean of the highest reported bid price
         and the lowest reported asked price for the Stock on the relevant
         date; or (iii) if the Stock is not publicly traded, the value of
         a share of Stock as determined by the most recent valuation
         prepared by an independent expert at the request of the
         Committee.

(f)      Participant. The term "Participant" shall mean any person employed
         within the meaning of Section 3401(c) of the Code and the
         regulations promulgated thereunder by the Company or a Subsidiary;
         and any officer or director of the Company or a Subsidiary even if
         he or she is not an employee within the meaning of the first
         clause of this subsection.

(g)      Reload Option. The term "Reload Option" shall mean an Option
         granted to a Participant equal to the number of shares of already
         owned Stock delivered by the Participant to pay for the exercise
         of the Option, as more fully described by subsection 4.15.

(h)      Stock.  The term "Stock" shall mean common stock, par value $.01 per
         share, of the Company.

(i)      Subsidiaries. The term "Subsidiary" shall mean any company during
         any period in which it is a "subsidiary corporation" (as that term
         is defined in Code section 424(f)) with respect to the Company.



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