Exhibit 10.11

                       FRONTIER COMMUNICATIONS CORPORATION
                           1996 EQUITY INCENTIVE PLAN

                   (As Amended and Restated December 29, 2008)

SECTION 1. PURPOSE

     The Frontier  Communications  Corporation  1996 Equity  Incentive Plan (the
"Plan") has been superseded by the Frontier  Communications  Corporation Amended
and Restated 2000 Equity  Incentive Plan; the Plan is being amended and restated
to comply with the  requirements  of Section 409A. The purpose of the Plan is to
provide compensation  incentives for high levels of performance and productivity
by employees of the Company.  The Plan is intended to  strengthen  the Company's
existing operations and its ability to attract and retain outstanding  employees
upon whose judgment,  initiative and efforts the continued  success,  growth and
development of the Company is dependent,  as well as encourage such employees to
have a greater personal financial investment in the Company through ownership of
its common stock.

SECTION 2. DEFINITIONS

     When used herein, the following terms have the following meanings:

     (a) "AFFILIATE"  means any company  controlled by the Company,  controlling
the Company or under common control with the Company.

     (b) "AWARD" means an award  granted to any Eligible  Employee in accordance
with the provisions of the Plan.

     (c) "AWARD AGREEMENT" means the written agreement or certificate evidencing
the terms of the Award granted to an Eligible Employee under the Plan.

     (d)  "BENEFICIARY"  means  the  beneficiary  or  beneficiaries   designated
pursuant  to Section 11 to receive the amount,  if any,  payable  under the Plan
upon the death of an Eligible Employee.

     (e) "BOARD" means the Board of Directors of the Company.

     (f) A "CHANGE IN CONTROL" shall mean the occurrence of any of the following
events with respect to the Company:

          (i)  (A) a third "person" (other than an employee  benefit plan of the
               Company), including a "group", as those terms are used in Section
               13(d) of the Exchange Act, is or becomes the beneficial owner (as
               that term is used in said Section  13(d)) of stock having  twenty
               percent  (20%) or more of the total  number of votes  that may be
               cast for the  election of members of the Board or twenty  percent
               (20%) or more of the fair market  value of the  Company's  issued
               and  outstanding  stock, or (B) the receipt by the Company of any
               report,  schedule,  application  or other  document  filed with a
               state or federal  governmental  agency or  commission  disclosing
               such ownership or proposed ownership.


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          (ii) approval  by  the   stockholders   of  the  Company  of  any  (1)
               consolidation or merger or sale of assets of the Company in which
               the Company is not the  continuing  or surviving  corporation  or
               pursuant to which shares of stock the Company  would be converted
               into  cash,   securities   or  other   property,   other  than  a
               consolidation  or merger of the  Company in which  holders of its
               common stock  immediately  prior to the  consolidation  or merger
               have  substantially  the same  proportionate  ownership of common
               stock  of  the  surviving   corporation   immediately  after  the
               consolidation or merger as they held immediately  before,  or (2)
               sale, lease,  exchange or other transfer (in one transaction or a
               series of related  transactions) of all or substantially  all the
               assets or businesses of the Company.

          (iii) as a result of, or in  connection  with,  any cash tender offer,
               exchange  offer,  merger or other business  combination,  sale of
               assets or contested election, or any combination of the foregoing
               transactions  (a  "Transaction"),  the persons who are members of
               the Board  before the  Transaction  shall cease to  constitute  a
               majority of the Board or any successor to the Company.

Notwithstanding anything in this Plan or any Award Agreement to the contrary, to
the  extent  any  provision  of this Plan or an Award  Agreement  would  cause a
payment of deferred compensation that is subject to Section 409A to be made upon
the  occurrence  of a Change in  Control,  then such  payment  shall not be made
unless such Change in Control also constitutes a "change in ownership",  "change
in effective  control" or "change in ownership of a  substantial  portion of the
Company's  assets"  within the meaning of Section  409A.  Any payment that would
have been made except for the  application  of the preceding  sentence  shall be
made in  accordance  with the payment  schedule  that would have  applied in the
absence of a Change in Control.

     (g) "CODE" means the Internal  Revenue Code of 1986, as now in effect or as
hereafter  amended.  (All citations to Sections of the Code are to such Sections
as they are currently  designated  and reference to such Sections  shall include
the provisions thereof as they may from time to time be amended or renumbered as
well as any successor provisions and any applicable regulations.)

     (h) "COMPANY"  means  Citizens  Utilities  Company,  and its successors and
assigns.

     (i) "COMMITTEE" means the Compensation  Committee of the Board of Directors
of the Company.

     (j) "EFFECTIVE  DATE" means with respect to this amendment and  restatement
of the Plan, January 1, 2005, which is the Section 409A compliance date.

     (k)  "ELIGIBLE  EMPLOYEE"  means an employee of any  Participating  Company
whose responsibilities and decisions in the judgment of the Committee foster the
management,  growth,  performance or profitability of any Participating Company.
Where required by the context,  "Eligible  Employee"  includes an individual who
has been  granted  an Award but is no longer an  employee  of any  Participating
Company.


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     (l) "FAIR  MARKET  VALUE"  means,  unless  another  reasonable  method  for
determining fair market value is specified by the Committee,  which method shall
be one that is deemed to  constitute  fair market  value for purposes of Section
409A to the extent it is used with  respect to an Option or SAR,  the average of
the high and low sales prices of a share of the  appropriate  Series of Stock as
reported by the New York Stock Exchange (or if such shares are listed on another
national stock exchange or national  quotation  system, as reported or quoted by
such  exchange  or  system)  on the date in  question  or, if no such sales were
reported  for such date,  for the most recent  date on which  sales  prices were
quoted.

     (m) "FAMILY  MEMBER" AND "FAMILY TRUST" shall have the same meanings as are
employed  from time to time by the SEC for the purpose of the  exception  to the
rules  promulgated by the SEC which limit  transferability  of stock options and
stock  awards for  purposes of Section 16 of the  Exchange Act and/or the use of
Form S-8 under the  Securities  Act. For the  purposes of the Plan,  the phrases
"Family Member" and "Family Trust" shall be further  limited,  if necessary,  so
that neither the transfer to a Family  Member or Family Trust nor the ability of
a Participant  to make such a transfer  shall have adverse  consequences  to the
Company or a Participant by reason of Section 162(m) of the Code.

     (n) "FRONTIER  PENSION  PLANS" means any of the Company's  non-contributory
defined-benefit  qualified retirement plans in effect and applicable on the date
in question.

     (o) "OPTION" means an option to purchase Stock,  including Restricted Stock
or Deferred  Stock,  if the Committee so  determines,  subject to the applicable
provisions of Section 5 and awarded in accordance with the terms of the Plan and
which may be an incentive  stock option  qualified under Section 422 of the Code
or a nonqualified stock option.

     (p)  "PARTICIPATING  COMPANY"  means the Company or any subsidiary or other
affiliate of the Company;  provided,  however, for incentive stock options only,
"Participating Company" means the Company, any corporation or other entity which
at the time such option is granted  under the Plan  qualifies as a subsidiary of
the Company  under the  definition  of  "subsidiary  corporation"  contained  in
Section  425(f) of the Code;  and further  provided  that, for Awards covered by
Section 409A only, "Participating Company" means the Company and any corporation
or other entity  which at the time such option is granted  under the Plan would,
together with the Company, be considered a single person under section 414(b) or
(c) of the Code.

     (q)  "PARTICIPANT"  means  an  Eligible  Employee  who has been or is being
granted an Award.  When required by the context,  the  definition of Participant
shall  include an  individual  who has been granted an Award but is no longer an
employee of any Participating Company.

     (r)  "PERFORMANCE   SHARE"  means  a  performance   share  subject  to  the
requirements of Section 6 and awarded in accordance with the terms of the Plan.


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     (s)  "PLAN"  means the  Frontier  Communications  Corporation  1996  Equity
Incentive  Plan, as the same may be amended,  administered  or interpreted  from
time to time.

     (t) "RESTRICTED  STOCK" means Stock delivered under the Plan subject to the
requirements of Section 7 and such other terms and restrictions as the Committee
deems appropriate or desirable.

     (u) "SAR"  means a stock  appreciation  right  subject  to the  appropriate
requirements  under  Section 5 and awarded in  accordance  with the terms of the
Plan.

     (v) "SEC" means the  Securities  and Exchange  Commission.  "Exchange  Act"
means the  Securities  Exchange  Act of 1934.  "Rule 16b-3" shall mean such rule
promulgated  by the SEC under the  Exchange  Act and,  unless the  circumstances
require  otherwise,  shall  include any other rule or  regulation  adopted under
Sections  16(a) or 16(b) of the Exchange Act relating to compliance  with, or an
exemption  from,  Section  16(b).  "Securities  Act" means the Securities Act of
1933.  Reference to any section of the Securities Act,  Exchange Act or any rule
promulgated thereunder shall include any successor section or rule.

     (w) "SECTION 409A" means Section 409A of the Code.

     (x) "STOCK"  means the Series A or Series B Common Stock of the Company and
any successor Common Stock.

     (y)  "TERMINATION  WITHOUT CAUSE" means  termination  of employment  with a
Participating  Company by the employer  for any reason  other than death,  Total
Disability or termination for deliberate,  willful or gross misconduct, and also
means voluntary termination of employment by employee.

     (z) "TOTAL  DISABILITY"  means the complete and  permanent  inability of an
Eligible  Employee to perform all of his or her duties under the terms of his or
her employment with any  Participating  Company,  as determined by the Committee
upon the basis of such evidence, including independent medical reports and data,
as the Company deems appropriate or necessary;  provided,  however,  that to the
extent any provision of this Plan or any Award  Agreement  under this Plan would
cause a payment of deferred  compensation  to be made upon the  occurrence  of a
Participant's Total Disability,  then such payment shall not be made unless such
Total Disability also  constitutes a "disability"  within the meaning of Section
409A.  Any payment that would have been made except for the  application  of the
preceding sentence shall be made in accordance with the time of payment schedule
that would have applied in the absence of a Total Disability.

SECTION 3. SHARES SUBJECT TO THE PLAN

     (a) Subject to  adjustment  as  provided  in Section 14 hereof,  11,300,000
shares of Stock are hereby  reserved for  issuance  pursuant to Awards under the
Plan. Shares reserved for issuance under the Plan shall be made available either
from authorized and unissued shares,  shares held by the Company in its treasury
or  reacquired  shares.  The term  "issued"  shall  include all  deliveries to a
Participant  of shares of Stock pursuant to Awards under the Plan. The Committee
may, in its discretion,  decide to award other shares issued by the Company that
are convertible into Stock or make such shares subject to purchase by an option,
in which event the maximum  number of shares of Stock into which such shares may
be  converted  shall be used in applying  the  aggregate  share limit under this
Section 3 and all provisions of the Plan relating to Stock shall apply with full
force and effect with respect to such convertible shares.


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<PAGE>

     (b) If, for any reason,  any shares of Stock awarded or subject to purchase
or issuance  under the Plan are not  delivered or are  reacquired by the Company
for reasons  including,  but not limited to, a forfeiture of Restricted Stock or
termination,  expiration or a  cancellation  of an Option,  SAR or a Performance
Share,  such shares of Stock shall be deemed not to have been issued pursuant to
Awards under the Plan, or to have been subject to the Plan;  provided,  however,
that the counting of shares of Stock  subject to Awards  granted  under the Plan
against the number of shares  available  for further  Awards  shall in all cases
conform to the  requirements  of Rule 16b-3 under the Exchange Act. With respect
to any Award  constituting an Option or SAR granted to any Eligible Employee who
is a  "covered  employee"  as  defined  in  Section  162(m)  of the Code that is
canceled,  the number of shares of Stock originally  subject to such Award shall
continue to count in  accordance  with  Section  162(m) of the Code.  Unless the
Committee  otherwise  determines,  shares of Stock  received  by the  Company in
connection  with the exercise of Options by delivery of shares or in  connection
with the payment of  withholding  taxes shall reduce the number of shares deemed
to have been issued pursuant to Awards under the Plan for the limit set forth in
Section 3(a) hereof.

SECTION 4. GRANT OF AWARDS AND AWARD AGREEMENTS

     (a)  Subject  to and in  furtherance  of the  provisions  of the Plan,  the
Committee  shall (i) determine and  designate  from time to time those  Eligible
Employees or groups of Eligible Employees to whom Awards are to be granted; (ii)
grant Awards to Eligible Employee; (iii) determine the form or forms of Award to
be granted to any  Eligible  Employee;  (iv)  determine  the amount or number of
shares of Stock,  including  Restricted Stock or Deferred Stock if the Committee
so  determines,  subject to each Award;  (v) determine the terms and  conditions
(which need not be identical) of each Award;  (vi)  determine the rights of each
Participant  after  employment  has terminated and the periods during which such
rights may be  exercised;  (vii)  establish and modify  performance  objectives;
(viii) determine whether and to what extent Eligible  Employees shall be allowed
or required to defer  receipt of any Awards or other  amounts  payable under the
Plan to the occurrence of a specified date or event; (ix) determine the price at
which shares of Stock may be offered under each Award which price may, except in
the case of Options,  be zero; (x) permit cashless exercise of Options and other
Awards of a sale,  loan or other nature  covering  exercise prices and/or income
taxes;  (xi)  interpret,  construe and administer the Plan and any related Award
Agreement  and  define  the terms  employed  therein;  and (xii) make all of the
determinations  necessary  or  advisable  with  respect to the Plan or any Award
granted   thereunder.   Awards  granted  to  different   Eligible  Employees  or
Participants  need  not be  identical  and,  in  addition,  may be  modified  in
different respects by the Committee.

     (b) Each Award granted under the Plan shall be evidenced by a written Award
Agreement, in a form approved by the Committee.  Such agreement shall be subject
to and incorporate the express terms and conditions,  if any, required under the
Plan or as  required  by the  Committee  for the form of Award  granted and such
other terms and conditions as the Committee may specify.


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<PAGE>

     (c) The  Committee  may  modify or amend any Awards  (by  cancellation  and
regrant or  substitution  of Awards or otherwise  and with terms and  conditions
more or less  favorable  to Eligible  Employees)  or waive any  restrictions  or
conditions  applicable  to any Awards or the  exercise  or  realization  thereof
(except that the Committee may not undertake any such modifications,  amendments
or waivers if the effect  thereof,  taken as a whole,  adversely and  materially
affects the rights of any recipient of previously  granted Awards without his or
her  consent,  unless such  modification,  amendment  or waiver is  necessary or
desirable for the  continued  validity of the Plan or its  compliance  with Rule
16b-3 or any other  applicable  law, rule or regulation or  pronouncement  or to
avoid  any  adverse  consequences  under  Section  162(m)  of  the  Code  or any
requirement   of  a  securities   exchange  or   association  or  regulatory  or
self-regulatory  body).   Notwithstanding  the  foregoing,  no  such  amendment,
modification  or waiver  may alter the terms of any  Option to reduce the Option
price per share (or  alter  any SAR to reduce  the  exercise  price of the SAR).
Further, the Committee may not, without the approval of shareholders, cancel any
outstanding  Option and replace it with a new Option with a lower  Option  price
(or cancel any SAR and  replace it with a new SAR with a lower  exercise  price)
where the economic  effect would be the same as reducing the Option price of the
cancelled Option (or reducing the exercise price of the cancelled SAR).

     (d) The Committee may permit the voluntary surrender of all or a portion of
any Award  granted under the Plan to be  conditioned  upon the granting of a new
Award or may require such voluntary surrender as a condition to a grant of a new
Award.  Any such new Award shall be subject to such terms and  conditions as are
specified by the  Committee at the time the new Award is granted,  determined in
accordance  with the  provisions of the Plan without  regard to the terms of the
surrendered Award.

     (e) In any calendar year, no Eligible  Employee may receive Awards covering
more than 500,000 shares of the Company's Stock.  Such number of shares shall be
adjusted in accordance with Section 14 hereof.

     (f) Notwithstanding anything in this Section 4 to the contrary,  Options or
SARs awarded after December 31, 2004 may only be granted only to individuals who
provide direct services on the date of grant of the Option or SAR to the Company
or another  entity in a chain of entities  in which the Company or another  such
entity has a controlling  interest within the meaning of Treasury Regulation ss.
1.409A-1(b)(5)(iii)(E) in each entity in the chain.

SECTION 5. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

     (a) With respect to Options and SARs, the Committee shall (i) authorize the
granting of incentive  stock  options,  nonqualified  stock  options,  SARs or a
combination  of incentive  stock options,  nonqualified  stock options and SARs;
(ii)  determine  the  number of shares of Stock  subject  to each  Option or the
number of shares of Stock  that shall be used to  determine  the value of a SAR;
(iii) determine whether such Stock shall be Restricted Stock; (iv) determine the
time or times when and the manner in which each Option shall be exercisable  and
the duration of the exercise  period;  and (v)  determine  whether or not all or
part of each Option may be canceled by the exercise of a SAR; provided, however,
that the  aggregate  Fair Market Value  (determined  as of the date of Option is
granted) of the Stock  (disregarding  any restrictions in the case of Restricted
Stock) for which incentive stock options granted to any Eligible  Employee under
this Plan may first become  exercisable  in any  calendar  year shall not exceed
$100,000.  Notwithstanding the foregoing, to the extent that Options intended to
be incentive stock options  granted to an Eligible  Employee under this Plan for
any reason  exceed such limit on  exercisability,  such excess  Options shall be
treated as  nonqualified  stock options as provided  under Section 422(d) of the
Code,  but shall in all other respects  remain  outstanding  and  exercisable in
accordance with their terms.

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     (b) The exercise period for a nonqualified  stock option or SAR shall be 10
years from the date of grant or such  shorter  period as may be specified by the
Committee  at the time of grant.  The  exercise  period for an  incentive  stock
option and any related SAR, including any extension which the Committee may from
time to time decide to grant,  shall not exceed 10 years from the date of grant;
provided,  however, that, in the case of an incentive stock option granted to an
Eligible Employee who, at the time of grant, owns stock possessing more than 10%
of the total  combined  voting  power of all  classes of stock of the Company (a
"10% Stockholder"),  such period,  including  extensions,  shall not exceed five
years from the date of grant.

     (c) The  Option  price  per  share  or  exercise  price  of a SAR  shall be
determined  by the  Committee at the time any Option or SAR is granted and shall
be not less than the Fair Market  Value,  or, in the case of an incentive  stock
option granted to a 10%  Stockholder and any related tandem SARs, 110 percent of
the Fair Market Value,  disregarding  any restrictions in the case of Restricted
Stock,  on the date the  Option is  granted,  as  determined  by the  Committee;
provided,  however,  that such price shall be at least equal to the par value of
one share of Stock;  provided  further,  however,  that in the discretion of the
Committee  and if it does not cause the Option to be subject to Section 409A, in
the case of a  nonstatutory  stock  option or SAR, the Option price per share or
the  exercise  price of a SAR may be less than the Fair Market Value in the case
of an  Option or SAR  granted  in order to  induce  an  individual  to become an
employee of a  Participating  Company or in the case of an Option or SAR granted
to a new or  prospective  employee in order to replace  stock  options,  SARs or
other long-term  incentives under a program maintained by a prior employer which
are  forfeited  or cease to be  available  to the new  employee by reason of his
termination of employment with his prior  employer.  In the case of an Option or
SAR granted  through the  assumption  of, or in  substitution  for,  outstanding
awards previously  granted to individuals who became employees of the Company as
a result of merger,  consolidation,  acquisition or other corporate  transaction
involving  the  Company,  provided  it does not  cause  the  Option or SAR to be
subject to Section 409A,  an Option price (or SAR exercise  price) per share may
be used that reasonably preserves the value of the previously granted award

     (d) No part of any Option or SAR may be exercised (i) until the Participant
who  has  been  granted  the  Award  shall  have  remained  in the  employ  of a
Participating  Company for such period after the date on which the Option or SAR
is granted as the  Committee  may  specify  and (ii) until  achievement  of such
performance or other criteria, if any, by the Participant,  as the Committee may
specify.  A SAR and a related Option shall commence to be exercisable no earlier
than six months following the date the Option and SAR are granted. The Committee
may further require that an Option or SAR become exercisable in installments.


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     (e) Except as otherwise  provided in the Plan,  the  purchase  price of the
shares as to which an Option shall be exercised  shall be paid to the Company at
the  time of  exercise  either  in cash or in such  other  consideration  as the
Committee deems appropriate,  including,  Stock, or with respect to nonqualified
options or  Restricted  Stock,  already  owned by the  optionee  (subject to any
minimum holding period  specified by the Committee),  having a total Fair Market
Value,  as  determined  by the  Committee,  equal to the  purchase  price,  or a
combination  of cash and such other  consideration  having a total  Fair  Market
Value, as so determined, equal to the purchase price; provided, however, that if
payment  of the  exercise  price  is made  in  whole  or in part in the  form of
Restricted  Stock,  the Stock  received upon the exercise of the Option shall be
Restricted Stock, at least with respect to the same number of shares and subject
to the same  restrictions or other  limitations as the Restricted  Stock paid on
the exercise of the Option.  The Committee  may provide that a  Participant  who
delivers  shares of Stock to the  Company,  or sells shares of Stock and applies
all of the proceeds,  (a) to pay, or reimburse the payment of the exercise price
of shares of Stock acquired under an employee stock option or SAR or to purchase
shares of Stock under an employee award or grant,  an employee  purchase plan or
program or any other stock-based employee benefit or incentive plan, (whether or
not such award or grant is under this Plan)  and/or (b) to pay  federal or state
income taxes resulting from the exercise of such Options or SARs or the purchase
of shares of Stock  pursuant to any such grant,  award,  plan or program,  shall
receive a  replacement  Option under this Plan to purchase a number of shares of
Stock equal to the number of shares of Stock delivered to the Company,  or sold,
the proceeds of the sale of which are applied as aforesaid in this sentence. The
replacement  Option  shall have an exercise  price equal to Fair Market Value on
the date of such payment and shall  include such other terms and  conditions  as
the Committee may specify.

     (f) (i) Upon the Termination Without Cause of a Participant holding Options
or SARs, his or her Options and SARs may be exercised to the extent  exercisable
on the date of  Termination  Without  Cause,  at any time and from  time to time
within 90 days of the date of such Termination.  The Committee,  however, in its
discretion,  may provide that any Option or SAR of such a  Participant  which is
not  exercisable  by its terms on the date of  Termination  Without  Cause  will
become  exercisable  in  accordance  with a schedule  (which may extend the time
limit referred to above,  but not later than the final expiration date specified
in the Option or SAR Award  Agreement)  to be determined by the Committee at any
time  during the period that any other  Options or SARs held by the  Participant
are exercisable.

          (ii) Upon  the  death,   retirement  or  Total  Disability  (during  a
               Participant's employment or within three months after termination
               of employment for any reason other than termination for cause) of
               a  Participant  holding an Option or SAR,  his or her Options and
               SARs may be exercised only to the extent  exercisable at the time
               of  death,  retirement  or  Total  Disability  (or  such  earlier
               termination of employment),  at any time and from time to time 90
               days  after  such  death,  retirement  or Total  Disability.  The
               Committee,  however,  in its  discretion,  may  provide  that any
               Options or SARs  outstanding  but not  exercisable at the date of
               the first to occur of death,  retirement or Total Disability will
               become  exercisable  in  accordance  with a  schedule  (which may
               extend the limits referred to above, but not to a date later than
               the final  expiration  date specified in such Option or SAR Award
               Agreement)  to be  determined by the Committee at any time during
               the period while any other Option or SARs held by the Participant
               are exercisable.


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          (iii) Upon death, Total Disability,  retirement or Termination Without
               Cause of a  Participant  holding  an  Option(s)  or SAR(s) who is
               immediately  eligible to receive  benefits under the terms of the
               Frontier  Pension  Plans,  his or her  Options  or SARs that were
               awarded  prior to December 1, 2004 may be exercised in full as to
               all  shares  or SAR  rights  covered  by  Options  and SAR  Award
               Agreements (whether or not then exercisable) at any time, or from
               time to time, but no later than the expiration  date specified in
               such Option or SAR Award  Agreement  as specified in Section 5(b)
               above  or,  in the case of  incentive  Options,  within  one year
               following such death,  Total  Disability or  Termination  Without
               Cause.  This paragraph  (iii) does not apply to any Option or SAR
               that was awarded on or after December 1, 2004.

          (iv) If the  employment of a  Participant  holding an Option or SAR is
               terminated  for  deliberate,  willful  or  gross  misconduct,  as
               determined by the Company, all rights of such Participant and any
               Family  Member or Family Trust or other  transferee to which such
               Participant has transferred his or her Option or SAR shall expire
               upon   receipt  by  the   Participant   of  the  notice  of  such
               termination.

          (v)  In the event of the death of a  Participant,  his or her  Options
               and SARs may be  exercised  by the  person or persons to whom the
               Participant's  rights under the Option or SAR pass by will, or if
               no  such  person  has  such  right,  by his or her  executors  or
               administrators  or Beneficiary.  The death of a Participant after
               Total Disability or Termination  Without Cause will not adversely
               effect  the rights of a  Participant  or anyone  entitled  to the
               benefits of such Option or SAR.

     (g)  Except as  otherwise  determined  by the  Committee,  no Option or SAR
granted under the Plan shall be  transferable  other than by will or by the laws
of descent and distribution,  unless the Committee  determines that an Option or
SAR may be  transferred  by a Participant  to a Family Member or Family Trust or
other  transferee.  Such transfer shall be evidenced by a writing from a grantee
to the Committee or Committee's designee on a form established by the Committee.
Absent an authorized transfer during the lifetime of the Participant,  an Option
shall  be  exercisable  only  by him or her  by  his or her  guardian  or  legal
representative.

     (h) With respect to an incentive stock option,  the Committee shall specify
such terms and  provisions  as the  Committee  may  determine to be necessary or
desirable in order to qualify such Option as an  incentive  stock option  within
the meaning of Section 422 of the Code.


                                       9
<PAGE>

     (i) Upon exercise of a SAR, the Participant  shall be entitled,  subject to
such terms and  conditions  as the Committee may specify at any time, to receive
upon  exercise  thereof the excess of (i) the Fair  Market  Value of a specified
number  of  shares  of Stock  at the  time of  exercise,  as  determined  by the
Committee,  over (ii) a specified  amount  which  shall not,  subject to Section
5(j), be less than the Fair Market Value of such  specified  number of shares of
Stock at the time the SAR is granted.  Upon  exercise of a SAR,  payment of such
excess shall be made as the Committee shall specify (A) in cash, (B) through the
issuance or  transfer to the  Participant  of whole  shares of Stock,  including
Restricted Stock, with a Fair Market Value, disregarding any restrictions in the
case of  Restricted  Stock,  at such  time  equal to any such  excess,  or (C) a
combination  of cash and shares of Stock with a combined  Fair  Market  Value at
such time equal to such excess,  all as determined by the  Committee;  provided,
however,  a  fractional  share of Stock  shall be paid in cash equal to the Fair
Market Value of the fractional share of Stock,  disregarding any restrictions in
the case of Restricted Stock, at such time.

     (j) If the Award granted to a Participant  allows the  Participant to elect
to cancel all or any portion of an  unexercised  Option by  exercising a related
SAR,  then the Option  price per share of Stock  shall be used as the  specified
price in Section  5(i),  to determine  the value of the SAR upon such  exercise;
and,  in the event of the  exercise of such SAR,  the  Company's  obligation  in
respect of such Option or such portion  thereof will be discharged by payment of
the SAR so exercised.

     (k) If authorized by the Committee in its sole discretion,  the Company may
accept the surrender of the right to exercise any Option  granted under the Plan
(whether  or not granted  with a related  SAR) as to all or any of the shares of
Stock as to which the Option is then exercisable, in exchange for payment to the
optionee (in cash or shares of Stock valued at the then Fair Market Value) of an
amount equal to the difference between the option price and the then Fair Market
Value of the shares as to which such right to exercise is surrendered.

SECTION 6. PERFORMANCE SHARES

     (a) The Committee may award  Performance  Shares to  Participant  under the
Plan,  which may be  denominated  in Stock or in dollars.  The  Committee  shall
determine  the  performance   periods  (the   "Performance   Periods")  and  the
performance  objectives  relating to each Performance  Share Award.  Performance
objectives  may vary from  Participant  to  Participant  and  between  groups of
Participants  and  shall  only be based  upon  any one or more of the  following
performance  criteria,  any  combination  and/or  specifics  of  which  shall be
determined by the Committee as it may deem  appropriate:  (i) stock price;  (ii)
market share;  (iii) sales;  (iv) earnings per share;  (v) operating  cash flow;
(vi) free  cash  flow;  (vii) net  income  or loss;  (viii)  net  income or loss
adjusted to exclude specified items such as gain or losses from extraordinary or
non-recurring  items and  non-cash  expense  and  income,  and before  specified
expense  items such as interest,  depreciation,  amortization  and income taxes;
(ix) EBITDA; (x) revenue; (xi) return on equity or assets or (xii) cost control.
Performance  objectives may be in respect to the  performance of the Company and
its subsidiaries or a particular  subsidiary or division and may be expressed in
absolute  terms or in relation  to another  company or  companies  or a division
thereof.  Performance  Periods  may  overlap and  Participants  may  participate
simultaneously   with  respect  to  Performance   Shares  for  which   different
performance periods are prescribed.

     (b) At the beginning of a Performance  Period (but in no event prior to the
earlier  of the  elapsing  of 90  days or 25% of such  Performance  Period)  the
Committee shall determine and set forth in writing for each Participant or group
of  Participants  the number of  Performance  Shares or the dollar  value of the
Performance Share Awards made and the applicable performance objectives, each of
which  may be fixed or may be  expressed  in  terms  of a  progression  within a
specified  range.  At the end of each  Performance  Period,  the Committee shall
certify in writing  the extent to which the  prescribed  performance  objectives
have been satisfied.  An Eligible  Employee shall be eligible to be awarded,  in
any calendar year,  Performance  Share Awards up to the maximum number of shares
contemplated  in  Section  4(e)  and  shall  also  be  eligible  to  be  awarded
Performance Share Awards  denominated in dollars subject to a maximum limitation
of  $500,000  for all such  dollar-denominated  Awards  granted to any  Eligible
Employee in any calendar year.


                                       10
<PAGE>

     (c) If  during  the  course  of a  Performance  Period  there  shall  occur
significant  events as determined by the Committee,  including,  but not limited
to, a  reorganization  of the  Company,  which the  Committee  expects to have a
substantial effect on a performance  objective during such period, the Committee
may revise such objective.

     (d) If a Participant  terminates  service with all Participating  Companies
during a Performance Period because of death, Total Disability, or a significant
event,  as determined by the Committee,  that  Participant  shall be entitled to
payment in settlement of each Performance Share for which the Performance Period
was prescribed (i) based upon the performance objectives satisfied at the end of
such period and (ii) prorated for the portion of the  Performance  Period during
which the  Participant  was  employed by any  Participating  Company;  provided,
however,  the Committee may provide for an earlier payment in settlement of such
Performance  Share in such  amount and under such  terms and  conditions  as the
Committee deems appropriate or desirable with the consent of the Participant. If
a  Participant  terminates  service with all  Participating  Companies  during a
Performance  Period for any other  reason,  then such  Participant  shall not be
entitled to any  payment  with  respect to that  Performance  Period  unless the
Committee shall otherwise determine.

     (e) Each Performance Share may be paid in whole shares of Stock,  including
Restricted  Stock  or  Deferred  Stock  (together  with  any  cash  representing
fractional  shares of Stock), or cash, or a combination of Stock and cash either
as a lump sum  payment or in annual  installments,  all as the  Committee  shall
determine,  at  the  time  of  grant  of the  Performance  Share  or  otherwise,
commencing  as soon as  practicable  after the end of the  relevant  Performance
Period.  Any dividends or  distributions  payable on Performance  Shares (or the
equivalent as specified in the grant),  other than cash  dividends  representing
the  periodic  distribution  of profits  which shall be retained by the Company,
shall  be paid  over  to the  Participant  when  and if  payment  is made of the
underlying  Performance Shares,  unless the grant provides otherwise.  Except as
otherwise  provided  in  this  Section  6,  no  Performance  Shares  awarded  to
Participants shall be sold,  exchanged,  transferred,  pledged,  hypothecated or
otherwise  disposed  of during  the  Performance  Period  unless  the  Committee
determines  that an Award may be  transferred to a Family Member or Family Trust
or other transferee.

SECTION 7. RESTRICTED STOCK

     (a) Restricted Stock may be received by a Participant either as an Award or
as the result of an exercise of an Option or SAR or as payment for a Performance
Share.  Restricted  Stock shall be subject to a restriction  period (after which
restrictions  shall  lapse) which shall mean a period commencing on the date the
Award  is  granted  and  ending  on such  date or upon the  achievement  of such
performance or other criteria as the Committee shall determine (the "Restriction
Period").   The  Committee  may  provide  for  the  lapse  of   restrictions  in
installments where deemed appropriate.


                                       11
<PAGE>

     (b) Except as otherwise provided in this Section 7, no shares of Restricted
Stock received by a Participant shall be sold, exchanged,  transferred, pledged,
hypothecated or otherwise  disposed of during the Restriction  Period unless the
Committee  determines  that an Award may be  transferred  by a Participant  to a
Family Member or Family Trust or other transferee;  provided,  however, that for
Awards of  Restricted  Shares  that were made prior to  December  1, 2004,  that
Restriction  Period for any  Participant  shall expire and all  restrictions  on
shares of Restricted Stock shall lapse upon the  Participant's  (i) death,  (ii)
Total  Disability or (iii)  Termination  Without Cause where the  Participant is
immediately  eligible to receive  benefits  under the terms of Frontier  Pension
Plans, or with the consent of the Company,  or upon some  significant  event, as
determined by the Committee,  including, but not limited to, a reorganization of
the Company.

     (c) Except for those circumstances specifically identified in the preceding
subsection (b) that apply to Awards of Restricted Shares that were made prior to
December 1, 2004, if a Participant's employment with all Participating Companies
for any reason or in the event of the  Participant's  death, in each case before
the expiration of the Restriction  Period,  all shares of Restricted Stock still
subject to restriction shall, unless the Committee  otherwise  determines within
90 days after such  termination,  be forfeited by the  Participant  and shall be
reacquired  by the  Company,  and,  in the case of  Restricted  Stock  purchased
through the exercise of an Option,  the Company shall refund the purchase  price
paid on the exercise of the Option.

     (d) The Committee  may require under such terms and  conditions as it deems
appropriate or desirable that the  certificates  for Restricted  Stock delivered
under the Plan may be held in custody until the  Restriction  Period  expires or
until  restrictions  thereon  otherwise lapse, and may require as a condition of
any receipt of  Restricted  Stock that the  Participant  shall have  delivered a
stock power endorsed in blank relating to the Restricted Stock.

     (e) Nothing in this Section 7 shall preclude a Participant  from exchanging
any shares of Restricted Stock subject to the restrictions  contained herein for
any other shares of Stock that are similarly restricted.

     (f) Unless the Award  Agreement  provides  otherwise,  amounts equal to any
cash dividends  representing the periodic  distributions of profits declared and
payable  during the  Restriction  Period with respect to the number of shares of
Restricted  Stock  credited to a  Participant  shall be paid to the  Participant
within 30 days after each dividend becomes payable,  unless,  at the time of the
Award,  the  Committee  determines  that the  dividends  should be reinvested in
additional  shares of  Restricted  Stock,  in which  case  additional  shares of
Restricted Stock shall be credited to the Participant  based on the Stock's Fair
Market  Value  at the  time of each  such  dividend,  or  unless  the  Committee
specifies  otherwise.  All dividends or  distributions  payable on shares (other
than  cash  dividends   representing  periodic   distributions  of  profits)  of
Restricted  Stock (or the  equivalent  as  specified in the grant) shall be paid
over to the  Participant  when and if as  restrictions  lapse on the  underlying
shares of Restricted Stock, unless the grant provides otherwise.


                                       12
<PAGE>

SECTION 8. DEFERRED STOCK

                                   [RESERVED]



SECTION 9. OTHER STOCK-BASED AWARDS

     The Committee  may grant other Awards under the Plan which are  denominated
in stock units or pursuant to which shares of Stock may be  acquired,  including
Awards valued using  measures  other than market value or Fair Market Value,  if
deemed by the Committee in its discretion to be consistent  with the purposes of
the Plan.  Subject to the terms of the Plan, the Committee  shall  determine the
form of such  Awards,  the  number of shares of Stock to be  granted  or covered
pursuant to such Awards and all other terms and  conditions  of such Awards.  To
the extent an Award  described  in this  section is a 409A Award (as  defined in
Section  17) and is  subject  to a  substantial  risk of  forfeiture  within the
meaning of Section 409A (or will be granted upon the satisfaction of a condition
that constitutes  such a substantial  risk of forfeiture),  any compensation due
under  the Award  (or  pursuant  to a  commitment  to grant an  Award)  shall be
provided  in full not later  than the 60th day  following  the date  there is no
longer such a substantial  risk of forfeiture with respect to the Award,  unless
the Committee shall clearly and expressly  provide otherwise with respect to the
Award.

SECTION 10. CERTIFICATES FOR AWARDS OF STOCK

     (a) Subject to Section 7(d), each Participant entitled to receive shares of
Stock under the Plan shall be issued a certificate for such shares or have their
shares registered for their account in book entry form by the Company's transfer
agent. In the instance of a certificate, such certificate shall be registered in
the name of the Participant,  and shall bear an appropriate  legend reciting the
terms, conditions and restrictions,  if any, applicable to such shares and shall
be subject to appropriate stop-transfer orders.

     (b) The  Company  shall not be  required  to issue or deliver any shares or
certificates  for shares of Stock prior to (i) the listing of such shares on any
stock  exchange  or  quotation  system  on which the Stock may then be listed or
quoted, and (ii) the completion of any registration,  qualification, approval or
authorization  of such  shares  under any federal or state law, or any ruling or
regulation or approval or  authorization  of such shares under any  governmental
body which the Company shall, in its sole discretion,  determine to be necessary
or advisable.

     (c) All shares and  certificates  for shares of Stock  delivered  under the
Plan shall also be subject to such  stop-transfer  orders and other restrictions
as the  Committee may deem  advisable  under the rules,  regulations,  and other
requirements  of the SEC, any stock exchange upon which the Stock is then listed
and any  applicable  federal or state  securities  or regulatory  laws,  and the
Committee may cause a legend or legends to be placed on any such certificates to
make appropriate  reference to such  restrictions.  The foregoing  provisions of
this  Section  10(c) shall not be effective if and to the extent that the shares
of Stock  delivered  under the Plan are  covered  by an  effective  and  current
registration  statement under the Securities Act, or if the Committee determines
that  application  of such  provisions is no longer  required or  desirable.  In
making such determination, the Committee may rely upon an opinion of counsel for
the Company.


                                       13
<PAGE>

     (d) Except for the  restrictions on Restricted  Stock under Section 7, each
Participant  who  receives  an award of Stock  shall have all of the rights of a
stockholder with respect to such shares,  including the right to vote the shares
and receive dividends and other distributions. No Participant awarded an Option,
a SAR,  or  Performance  Share or  Deferred  Stock  shall  have  any  right as a
stockholder  with respect to any shares  subject to such Award prior to the date
of issuance to him or her of certificate or certificates for such shares.

SECTION 11. BENEFICIARY

     (a) Each  Eligible  Employee  shall  file  with  the  Committee  a  written
designation of one or more persons as the  Beneficiary  who shall be entitled to
receive  the Award,  if any,  payable  under the Plan upon his or her death.  An
Eligible  Employee may from time to time revoke or change his or her Beneficiary
designation  without  the  consent  of any  prior  Beneficiary  by  filing a new
designation  with the  Committee.  The last  such  designation  received  by the
Committee  shall be controlling;  provided,  however,  that no  designation,  or
change  or  revocation  thereof,  shall  be  effective  unless  received  by the
Committee prior to the Eligible  Employee's  death,  and in no event shall it be
effective as of a date prior to such receipt.

     (b) If no such  Beneficiary  designation  is in  effect  at the  time of an
Employee's death, or if no designated Beneficiary survives the Eligible Employee
or if such designation  conflicts with law, the Eligible Employee's estate shall
be entitled to receive the Award, if any, payable under the Plan upon his or her
death.  If the  Committee  is in doubt as to the right of any  person to receive
such  Award,  the  Company may retain  such  Award,  without  liability  for any
interest  thereon,  until the Committee  determines  the right  thereto,  or the
Company may pay such Award into any court of appropriate  jurisdiction  and such
payment shall be a complete discharge of the liability of the Company therefor.

SECTION 12. ADMINISTRATION OF THE PLAN

     (a) The Plan shall be  administered  by the Committee,  as appointed by the
Board and serving at the Board's pleasure. Each member of the Committee shall be
both a member of the Board and shall satisfy the "disinterested  administration"
or similar  requirements,  if any, of Rule 16b-3 under the  Exchange Act and the
"outside director" or similar successor requirements,  if any, of Section 162(m)
of the Code and the regulations promulgated thereunder.

     (b) All decisions, determinations or actions of the Committee made or taken
pursuant  to grants of  authority  under the Plan  shall be made or taken in the
sole and absolute discretion of the Committee and shall be final, conclusive and
binding on all persons for all purposes.

     (c) The  Committee  shall have full  power,  discretion  and  authority  to
interpret, construe and administer the Plan and any part thereof and any related
Award Agreement and define the terms employed in the Plan or any agreement,  and
its interpretations and constructions thereof and actions taken thereunder shall
be final, conclusive and binding on all persons for all purposes.


                                       14
<PAGE>

     (d) The  Committee  shall have full  power,  discretion  and  authority  to
prescribe and rescind rules,  regulations and policies for the administration of
the Plan.

     (e) The Committee's  decisions and  determinations  under the Plan and with
respect to any Award  granted  thereunder  need not be  uniform  and may be made
selectively  among Awards,  Participants or Eligible  Employees,  whether or not
such Awards are similar or such Participants or Eligible Employees are similarly
situated.

     (f) The Committee shall keep minutes of its actions under the Plan. The act
of a majority of the members  present at a meeting duly called and held shall be
the act of the Committee.  Any decision or determination  reduced to writing and
signed by all members of the Committee shall be fully as effective as if made by
unanimous vote at a meeting duly called and held.

     (g)  The  Committee  may  employ  such  legal  counsel,  including  without
limitation  independent  legal  counsel  and counsel  regularly  employed by the
Company,  consultants  and agents as the Committee may deem  appropriate for the
administration  of the Plan and may rely upon any opinion received from any such
counsel or consultant and any computations  received from any such consultant or
agent. All expenses  incurred by the Committee in interpreting and administering
the  Plan,   including  without  limitation,   meeting  fees  and  expenses  and
professional fees, shall be paid by the Company.

     (h) No member  or former  member  of the  Committee  or the Board  shall be
liable for any action or  determination  made in good faith with  respect to the
Plan or any  Award  granted  under  it.  Each  member  or  former  member of the
Committee  or the Board shall be  indemnified  and held  harmless by the Company
against all cost or expense  (including  counsel fees and expenses) or liability
(including any sum paid in settlement of a claim with the approval of the Board)
arising  out of any act or omission  to act in  connection  with the Plan unless
arising out of such  member's or former  member's  own fraud or bad faith.  Such
indemnification  shall  be in  addition  to any  rights  to  indemnification  or
insurance  the  members  or former  member  may have as  directors  or under the
by-laws of the Company or otherwise.

     (i) The Committee's  determination that an Option, SAR,  Performance Share,
Restricted Stock,  Deferred Stock or other Stock-based Awards may be transferred
by a Participant  to a Family Member or Family Trust or other  transferee may be
set forth in: determinations pursuant to Section 12(c), rules and regulations of
general  application  adopted  pursuant to Section  12(d),  in the written Award
Agreement,  or by a writing delivered to the Participant made any time after the
relevant  Award or  Awards  have  been  granted,  on a  case-by-case  basis,  or
otherwise.  In any event,  the transferee or Family Member or Family Trust shall
agree in  writing  to be bound by all the  provisions  of the Plan and the Award
Agreement,  and in no event shall any such  transferee have greater rights under
such Award than the Participant effecting such transfer.

     (j) With respect to credits,  shares,  cash or other property credited to a
Participant by reason of dividends or  distributions,  if the Committee shall so
determine,  all such credits,  shares,  cash or other  property to a Participant
shall  be  paid to the  Participant  periodically  at the end of the  applicable
period, whether or not the performance,  employment or other standards (or lapse
of time) upon which such Award is conditioned have been satisfied.


                                       15
<PAGE>

SECTION 13. AMENDMENT OR DISCONTINUANCE

     The Board may, at any time,  amend or terminate the Plan. The Plan may also
be amended by the Committee, provided that all such amendments shall be reported
to  the  Board.  No  amendments   shall  become  effective  unless  approved  by
affirmative vote of the Company's  stockholders if such approval is necessary or
desirable  for the  continued  validity  of the Plan or if the failure to obtain
such approval would adversely  affect the compliance of the Plan with Rule 16b-3
or any  successor  rule under the Exchange Act or Section  162(m) of the Code or
any other rule or regulation. No amendment or termination shall, when taken as a
whole,  adversely and materially  affect the rights of any  Participant  who has
received a  previously  granted  Award  without  his or her  consent  unless the
amendment  or  termination  is  necessary  or  desirable  (i) for the  continued
validity of the Plan or its compliance  with Rule 16b-3 or any other  applicable
law,  rule  or  regulation  or  pronouncement  or  (ii)  to  avoid  any  adverse
consequences  under Section 162(m) of the Code,  Section 409A or any requirement
of a securities exchange or association or regulatory or self-regulatory body.

SECTION 14. ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK

     In the event of a change in corporate capitalization,  stock split or stock
dividend,  the number of shares  purchasable  upon  exercise of an Option or SAR
shall be  increased  to the new number of shares  which  result  from the shares
covered by the Option or SAR immediately  before the change,  split or dividend.
The  purchase  price per share  shall be reduced  proportionately  and the total
purchase price will remain the same.

     In  the  event  of any  other  change  in  corporate  capitalization,  or a
corporate  transaction,  such  as  any  merger  of a  corporation  into  another
corporation,  any  consolidation  of  two  or  more  corporations  into  another
corporation,  any  separation  of a  corporation  (including  a spinoff or other
distribution of stock or property by a  corporation),  any  reorganization  of a
corporation  (whether or not such reorganization  comes within the definition of
such term in Section 368 of the Code), or any partial or complete liquidation by
a corporation or other similar event which could distort the  implementation  of
the Plan or the  realization  of its  objectives,  the  Committee  shall make an
appropriate adjustment in the number of shares of Stock (i) which are covered by
the Plan,  (ii) which may be granted to any one Eligible  Employee and which are
subject to any Award, and the purchase price therefor, and in terms,  conditions
or  restrictions  on  securities  as the  Committee  deems  equitable,  with the
objective that the securities  covered under the Plan or an Award shall be those
securities  which a  Participant  would have received if he or she had exercised
his or her  Option  or SAR  prior to the  event or been  entitled  to his or her
Restricted or Deferred Stock or Performance Shares.

     All such events occurring  between the effective date of the Option and its
exercise shall result in an adjustment to the Option terms.


                                       16
<PAGE>

SECTION 15. CHANGE IN CONTROL

     Awards may include, or may incorporate from any relevant guidelines adopted
by the Committee,  terms which provide that any or all of the following  actions
or consequences, with any modifications adopted by the Committee, may occur as a
result of, or in  anticipation  of,  any  Change in  Control to assure  fair and
equitable treatment of Participants:

     (a) Any Options outstanding at least six months as of the date of Change in
Control shall, if held by a current employee of the Company,  become immediately
exercisable in full. In addition,  all Participants  may,  regardless of whether
still an  employee  of the  Company,  elect to cancel all or any  portion of any
Option or Award no later  than 90 days  after the  Change in  Control,  in which
event the  Company  shall pay to such  electing  Participant,  an amount in cash
equal to the excess,  if any, of the Current  Market Value (as defined below) of
the shares of Stock,  including  Performance Shares or Restricted Stock, subject
to the Option or of the portion  thereof so canceled  over the option  price for
such shares;  provided,  however,  that no  Participant  shall have the right to
elect  cancellation  unless and until at least 6 months have  elapsed  after the
date of grant of the Option.

     (b) Any  Performance  Periods  shall  end and the  Company  shall  pay each
Participant  an  amount  in  cash  equal  to the  value  of  such  Participant's
performance  shares, if any, based upon the Stock's Current Market Value in full
settlement of such performance shares.

     (c) Any  Restriction  Periods  shall  end and the  Company  shall  pay each
Participant  an  amount  in  cash  equal  to the  Current  Market  Value  of the
Restricted Stock held by, or on behalf of, each Participant in exchange for such
Restricted Stock.

     (d) The Company  shall pay to each  Participant  all  amounts  due, if any,
deferred by or payable under Awards granted to such  Participant  under the Plan
which are not  Performance  Shares or Restricted  Stock,  in accordance with the
terms provided by the Committee at the time of deferral or grant.

     (e) For  purpose of this  Section  15,  "Current  Market  Value"  means the
highest  Fair Market  Value  during the period  commencing  30 days prior to the
Change in Control and ending 30 days after the Change in Control (the "reference
period"); provided that, if the Change in Control occurs as a result of a tender
offer or exchange  offer,  or a merger,  purchase of assets or stock, or another
transaction approved by shareholders of the Company,  Current Market Value means
the higher of (i) the highest Fair Market Value during the reference  period, or
(ii) the highest  price paid per share of Stock  pursuant to such tender  offer,
exchange offer or transaction.  Notwithstanding the preceding provisions of this
subsection,  in the case of any Option  that is  granted or becomes  exercisable
after December 31, 2004 (or that is "materially  modified" within the meaning of
Section 409A after  October 3, 2004)  Current  Market Value shall not be greater
than the  largest  amount  that will not cause the  Option to become  subject to
Section 409A.


                                       17
<PAGE>

SECTION 16. MISCELLANEOUS

     (a) Nothing in this Plan or any Award granted  hereunder  shall confer upon
any employee any right to continue in the employ of any Participating Company or
interfere  in any way with the right of any  Participating  Company to terminate
his or her employment at any time.

     (b) No Award payable under the Plan shall be deemed salary or  compensation
for the purpose of computing  benefits under any employee  benefit plan or other
arrangement of any Participating Company for the benefit of its employees unless
the Company shall determine otherwise.

     (c) No Eligible  Employee or  Participant  shall have any claim to an Award
until it is  actually  granted  under the Plan.  To the  extent  that any person
acquires a right to receive  payments  from the  Company  under this Plan,  such
right shall be no greater than the right of an unsecured general creditor of the
Company. All payments of Awards provided for under the Plan shall be paid by the
Company either by issuing shares of Stock or by delivering cash from the general
funds of the Company or other property of the Company;  provided,  however, that
such  payments  shall be  reduced  by the  amount  of any  payments  made to the
Participant or his or her dependents,  beneficiaries or estate from any trust or
special or separate fund  established in connection  with this Plan. The Company
shall  not be  required  to  establish  a  special  or  separate  fund or  other
segregation  of assets to assure such  payments,  and, if the Company shall make
any investments to aid it in meeting its obligations hereunder,  the Participant
shall have no right,  title, or interest  whatever in or to any such investments
except as may otherwise be expressly  provided in a separate written  instrument
relating to such investments.

     (d) Absence on leave approved by a duly constituted  officer of the Company
(a "Company approved leave") shall not be considered interruption or termination
of employment for any purposes of the Plan; provided, however, that no Award may
be granted to an  employee  while he or she is absent on leave.  Notwithstanding
the  preceding  sentence,  if an Award that is covered by Section  409A is to be
distributed upon "separation from service" within the meaning of Section 409A, a
Company  approved  leave  shall be  considered  to result in a  separation  from
service to the extent necessary for compliance with Section 409A.

     (e) If the  Committee  shall  find that any  person to whom any  Award,  or
portion  thereof,  is  payable  under  the Plan is unable to care for his or her
affairs because of illness or accident,  or is a minor, then any payment due him
or her (unless a prior claim  therefor has been made by a duly  appointed  legal
representative)  may, if the Committee so directs the Company, be paid to his or
her spouse, a child, a relative, an institution maintaining or having custody of
such  person,  or any  other  person  deemed  by the  Committee  to be a  proper
recipient  on behalf of such person  otherwise  entitled  to  payment.  Any such
payment shall be a complete discharge of the liability of the Company therefor.

     (f) The right of any Participant or other person to any Award payable under
the  Plan  may not be  assigned,  transferred,  pledged  or  encumbered,  either
voluntarily  or by  operation  of law,  except as  provided  in  Section 11 with
respect to the  designation  of a Beneficiary or as may otherwise be required by
law or pursuant to a qualified  domestic  relations order as defined by the Code
or  Title  I of the  Employee  Retirement  Income  Security  Act,  or the  rules
thereunder or unless the Committee  determines  that an Award may be transferred
to a Family  Member or Family  Trust or other  transferee.  If, by reason of any
attempted  assignment,  transfer,  pledge,  or  encumbrance or any bankruptcy or
other event  happening at any time,  any amount  payable under the Plan would be
made  subject  to the  debts or  liabilities  of the  Participant  or his or her
Beneficiary  or would  otherwise  devolve upon anyone else and not be enjoyed by
the Participant or his or her Beneficiary or transferee,  Family Trust or Family
Member,  then the  Committee may  terminate  such person's  interest in any such
payment  and direct  that the same be held and  applied to or for the benefit of
the  Participant,  his or her  Beneficiary,  taking into  account the  expressed
wishes of the Participant (or, in the event of his or her death, those of his or
her Beneficiary) in such manner as the Committee may deem proper.


                                       18
<PAGE>

     (g)  Copies  of the  Plan  and all  amendments,  administrative  rules  and
procedures  and  interpretations  shall  be made  available  for  review  to all
Eligible  Employees  at all  reasonable  times at the  Company's  administrative
offices.

     (h) The  Committee  may cause to be made,  as a condition  precedent to the
payment  of  any  Award,  or  otherwise,   appropriate   arrangements  with  the
Participant  or his or her  Beneficiary,  for the  withholding  of any  federal,
state,  local or foreign taxes.  The Committee may in its discretion  permit the
payment of such withholding  taxes by authorizing the Company to withhold shares
of Stock to be issued,  or the  Participant  to deliver to the Company shares of
Stock  owned by the  Participant  or  Beneficiary,  in either case having a Fair
Market Value equal to the amount of such taxes,  or otherwise  permit a cashless
exercise.

     (i) All elections, designations,  requests, notices, instructions and other
communications  from an Eligible  Employee,  Participant,  Beneficiary  or other
person to the Committee,  required or permitted under the Plan, shall be in such
form as is prescribed  from time to time by the Committee and shall be mailed by
first class mail or  transmitted by facsimile copy or delivered to such location
as shall be specified by the Committee.

     (j) The  terms  of the Plan  shall be  binding  upon  the  Company  and its
successors and assigns.

     (k) Captions  preceding the sections hereof are inserted solely as a matter
of  convenience  and in no way  define  or  limit  the  scope or  intent  of any
provision hereof.

     (l) The Plan and the grant,  exercise  and  carrying out of Awards shall be
subject to all applicable  federal and state laws, rules, and regulations and to
all  required or  otherwise  appropriate  approvals  and  authorizations  by any
governmental  or  regulatory  agency or  commission.  The Company  shall have no
obligation of any nature hereunder to any Eligible Employee,  Participant or any
other  person  in the  absence  of  all  necessary  or  desirable  approvals  or
authorizations and shall have no obligation to seek or obtain the same.

     (m) Whenever possible,  each provision of this Plan and any Award Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any such provision is held to be  ineffective,  invalid,  illegal or
unenforceable  in any respect under the  applicable  laws or  regulations of the
United  States or any state,  such  ineffectiveness,  invalidity,  illegality or
unenforceability  will not affect any other provision but this Plan and any such
agreement will be reformed, construed and enforced so as to carry out the intent
hereof or thereof  and as if any  invalid or  illegal  provision  had never been
contained herein.


                                       19
<PAGE>

     (n) At all times,  this Plan shall be  interpreted  and  operated  (i) with
respect to 409A Awards (as defined in Section 17 below),  in accordance with the
requirements of Section 409A, unless an exemption from Section 409A is available
and  applicable,  (ii) to maintain the exemptions  from Section 409A of Options,
SARs and  Restricted  Stock and any Awards  designed to meet the  short-deferral
exception  under Section 409A,  and (iii) to preserve the status of deferrals of
compensation that were earned and vested prior to January 1, 2005 as exempt from
Section 409A, i.e., to preserve the grandfathered  status of such deferrals.  To
the extent there is a conflict  between the  provisions  of the Plan relating to
compliance  with Section 409A and the provisions of any award  agreement  issued
under the Plan, the provisions of the Plan control.  Moreover, any discretionary
authority  that  the  Committee  may have  pursuant  to the  Plan  shall  not be
applicable  to an Award  that is subject  to  Section  409A to the  extent  such
discretionary  authority  would conflict with Section 409A. In addition,  to the
extent required to avoid a violation of the applicable  rules under Section 409A
by reason of  Section  409A(a)(2)(B)(i),  any  payment  under an Award  shall be
delayed until the earliest  date of payment that will result in compliance  with
the rules of Section  409A(a)(2)(B)(i)  (regarding the required  six-month delay
for  distributions to specified  employees that are related to a separation from
service). In the event that any Award shall be deemed not to comply with Section
409A, then neither the Company, the Board of Directors, the Committee nor its or
their designees or agents,  nor any of their  affiliates,  assigns or successors
(each a  "protected  party")  shall be liable to any  Award  recipient  or other
person  for  actions,  inactions,  decisions,  indecisions  or any other role in
relation to the Plan by a protected party if made or undertaken in good faith or
in reliance on the advice of counsel  (who may be counsel for the  Company),  or
made or undertaken by someone other than a protected party.

     (o) The Committee, in its discretion, may defer the payment of an Award, if
such payment  would cause the annual  remuneration  of a  Participant,  who is a
covered employee under Section 162(m) of the Code, to be  nondeductible  because
it exceeds $1,000,000. Any such deferral shall be clearly and expressly provided
for by the  Committee  and, in the case of 409A Awards (as defined in Section 17
below) shall be subject to the limitations  set forth in the next sentence.  Any
such deferral (i) shall be until the earlier of (A) the Participant's separation
from  service  (within  the  meaning  of  Section  409A and  subject to the last
sentence of subsection  (o) above in the case of a specified  employee),  or (B)
the next  succeeding  year (or years) in which the deduction of the payment will
not be barred by application of Section 162(m) of the Code,  (ii) is conditioned
on all  payments to  similarly  situated  Award  recipients  being  treated in a
reasonably  consistent manner, (iii) is conditioned on all payments to the Award
recipient  that could also be  deferred on the basis of  nondeductibility  under
Section  162(m)  of the Code  being  similarly  delayed,  and (iv)  shall not be
applied to payments under Options or SARs.

     (p) The Plan shall be construed and governed under the laws of the State of
Delaware.


                                       20
<PAGE>

SECTION 17. EFFECTIVE DATE AND STOCKHOLDER APPROVAL

     The Plan was originally adopted effective May 23, 1996, subject to approval
by the holders of a majority of the  Company's  common  stock at the 1996 Annual
Meeting. Any Awards granted prior to May 23, 1996 will be subject to the receipt
of such approval.  No Awards will be granted under the Plan after the expiration
of ten years from the original effective date.  Sections 5(i)-(iii) and 7(b) and
(c) were  amended in 2005 to add  certain  provisions  related to  exercise  and
disposition  of  awards.  Section  6(a) and (b) were  amended in 1997 to clarify
certain provisions related to Performance Shares. This amendment and restatement
of the Plan was adopted in December 2008 to be generally effective as of January
1, 2005,  in order to ensure  compliance  with Section 409A in the case of "409A
Awards,"  i.e.,  all Plan  Awards  that were not both  earned  and  vested as of
December 31, 2004, and all other Plan Awards that were materially modified after
October 3, 2004, determined in each case within the meaning of Section 409A.


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