Exhibit 10.13

                       FRONTIER COMMUNICATIONS CORPORATION


                 AMENDED AND RESTATED 2000 EQUITY INCENTIVE PLAN


                   (As Amended and Restated December 29, 2008)



                                    SECTION 1

                                     PURPOSE
                                     -------

     The purpose of the Frontier Communications Corporation Amended and Restated
2000 Equity  Incentive Plan (the "Plan") is to provide  compensation  incentives
for high levels of  performance  and  productivity  by  individuals  who provide
services  to the  Company.  The Plan is  intended to  strengthen  the  Company's
existing   operations  and  its  ability  to  attract  and  retain   outstanding
individuals upon whose judgment,  initiative and efforts the continued  success,
growth and  development  of the Company is dependent,  as well as encourage such
individuals  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 Individual 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 Individual 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 Individual.

     (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.


<PAGE>

          (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 Frontier Communications  Corporation and its successors
and assigns.

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

     (j)  "COVERED  EMPLOYEE"  means any  Participating  Company  employee  with
respect to whom the  Company  could be subject to the  deductibility  limitation
imposed by Section 162(m) of the Code.

     (k)  "EFFECTIVE  DATE"  means,  with respect to this second  amendment  and
restatement of the Plan,  January 1, 2005,  which is the Section 409A compliance
date,  and as set forth in Section 17 with respect to each prior  version of the
Plan.

     (l) "ELIGIBLE  INDIVIDUAL"  means a director,  officer,  or employee of any
Participating  Company or an  individual  who performs  services for the Company
directly or indirectly as a director,  consultant or otherwise  whose  judgment,
initiative and efforts,  in the judgment of the Committee,  foster the continued
efficiency,  productivity,  growth and development of any Participating Company.
Where required by the context,  "Eligible Individual" includes an individual who
has  been  granted  an  Award  but is no  longer  performing  services  for  any
Participating Company.

     (m) "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.

     (n) "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.


                                       2
<PAGE>

     (o) "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.

     (p) "OPTION" means an option to purchase Stock, including Restricted 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.

     (q)  "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.

     (r)  "PARTICIPANT"  means an Eligible  Individual  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.

     (s) "PERFORMANCE-BASED  EXCEPTION" means the performance-based exception to
the deductibility limitation of Section 162(m) of the Code.

     (t)  "PERFORMANCE  PERIOD"  means a period of one or more  years over which
performance is measured in connection with an Award that is intended to meet the
requirements of the Performance-Based Exception.

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

     (v)  "PHANTOM  STOCK"  means a unit  whose  value is  determined  solely by
reference to the value of one or more shares of Stock.  Awards of Phantom  Stock
may be made pursuant to Section 9.

     (w)  "PLAN"  means the  Frontier  Communications  Corporation  Amended  and
Restated 2000 Equity Incentive Plan, as the same may be amended, administered or
interpreted from time to time.

     (x) "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.

     (y) "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.

     (z) "SECTION 409A" means Section 409A of the Code and the  regulations  and
any other guidance promulgated thereunder.

     (aa) "STOCK" means the Common Stock of the Company and any successor Common
Stock.


                                       3
<PAGE>

     (bb)  "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.

     (cc) "TOTAL  DISABILITY"  means the complete and permanent  inability of an
Eligible  Individual  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,  13,517,241
shares of Stock (representing the 12,500,000 shares of Stock previously approved
by the Company's  stockholders,  as adjusted pursuant to Section 14 of the Plan)
are hereby  reserved for issuance  pursuant to Awards under the Plan.  Awards of
Phantom  Stock or share units  that,  by the terms of such  Awards,  are payable
solely in cash shall not be subject to such limit; provided,  however, that such
Awards  shall be  subject  to a  separate  limit such that the value of all such
Awards  granted  under the  Plan,  measured  as of the date of  grant,  shall be
determined  by reference to no more than  1,000,000  shares of Stock.  Shares of
Stock 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.

     (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 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.

     (c) With  respect  to any  Award  constituting  an  Option  granted  to any
Eligible  Individual who is a Covered  Employee 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.

     (d) 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.


                                       4
<PAGE>
                                    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
Individuals or groups of Eligible  Individuals to whom Awards are to be granted;
(ii) grant Awards to Eligible Individuals;  (iii) determine the form or forms of
Award to be granted to any Eligible  Individual;  (iv)  determine  the amount or
number of  shares  of Stock,  including  Restricted  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  Individuals  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
Individuals  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.

     (c) The Committee may, prospectively or retroactively,  modify or amend the
terms  of any  Award  granted  under  the  Plan or  waive  any  restrictions  or
conditions  applicable  to any  Award 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 409A or 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) In any  calendar  year,  no  Eligible  Individual  may  receive  Awards
covering  more  than  2,000,000  shares of the  Company's  Stock if the Award is
denominated  in or valued by  reference  to a number of shares.  Such  number of
shares shall be adjusted in accordance with Section 14 hereof. In addition, with
respect to Phantom  Stock  and/or  Performance  Shares that are  denominated  in
dollars and payable in cash, no Eligible Individual may receive Awards in excess
of $750,000 in any calendar year.

     (e) 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.


                                       5
<PAGE>
                                    SECTION 5

                                  STOCK OPTIONS
                                  -------------

     (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  Individual
under this Plan may first  become  exercisable  in any  calendar  year shall not
exceed  $100,000,  and  provided,  further,  that,  effective  June 30, 2003, no
non-employee  director shall be permitted to receive his annual retainer fees in
the form of Options.

     (b) The exercise  period for a nonqualified  stock option 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, 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 Individual
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 an 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, 110% 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 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 is granted as the
Committee may specify and (ii) until  achievement  of such  performance of other
criteria,  if any, by the Participant,  as the Committee may specify.  An Option
shall commence to be  exercisable no earlier than six months  following the date
the Option is granted.  The Committee may further  require that an Option become
exercisable in installments.


                                       6
<PAGE>
     (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,  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 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 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,  his or her Options 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 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  Award
Agreement)  to be determined by the Committee at any time during the period that
any other Options held by the Participant are exercisable.

          (ii)  Upon the  death,  retirement,  or  Total  Disability  (during  a
     Participant's  employment or within three months after the  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.  Notwithstanding  the  foregoing,  for all Options or SARs that
     were  awarded  prior to  December  1, 2004,  such  Options  and SARs may be
     exercised  only to the extent  exercisable  at the time of death,  or Total
     Disability (or such earlier  termination  of employment)  from time to time
     (A) in the  event  of  death  or Total  Disability,  within  the 12  months
     following death or Total Disability or (B) in the event of such termination
     of  employment  followed by death or Total  Disability  within the 3 months
     after such  termination,  within the 12 months following such  termination.
     The Committee,  however,  in its  discretion,  may provide that any Options
     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  Award
     Agreement)  to be determined by the Committee at any time during the period
     while any other Option held by the Participant is exercisable.

          (iii) Upon death, Total Disability, retirement, or Termination Without
     Cause of a Participant holding an Option(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  covered  by Option  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 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  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 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 may
     be  exercised  by the person or persons  to whom the  Participant's  rights
     under the Option 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.

                                       7
<PAGE>

     (g) Except as otherwise  determined  by the  Committee,  no Option  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 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.

     (i) 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
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 not to exceed 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 shall determine a Performance  Period and shall determine
the performance targets for Performance Shares.  Performance Periods may overlap
and  Participants  may  participate  simultaneously  with respect to Performance
Shares for which different Performance Periods are prescribed.

     (b)  Performance  targets  may vary from  Participant  to  Participant  and
between groups of Participants and shall be based upon such performance criteria
or combination of factors as the Committee may deem appropriate. For Performance
Shares that are intended to qualify under the Performance-Based  Exception,  the
Committee will  establish in writing,  during the first 90 days of the specified
Performance  Period, one or more specified  performance  targets and the maximum
available upon achievement of such performance  targets.  The Committee may also
establish  lower reward levels for lower levels of  achievement of the specified
performance  targets.  No payment will be made under such Performance  Shares if
the  minimum  performance  target  for the  Performance  Shares is not met.  The
performance  targets  to be used  for  this  purpose  may be based on any of the
following  business   performance   measures:   earnings  before  income  taxes,
depreciation and amortization,  or EBITDA;  operating cash flow; free cash flow;
free cash flow per share; earnings per share; economic value added; revenue; net
income;  operating  profit;  operating  margin;  total  return to  stockholders;
debt/capital  ratio;  return on total capital;  return on equity or assets; cost
control; common stock price; capital expenditures;  price/earnings growth ratio;
and book value per share. The Committee may establish other performance measures
for   Performance   Shares  that  are  not   intended   to  qualify   under  the
Performance-Based   Exception.   The   performance   targets   may  be  measured
individually,  alternatively or in any combination,  and they may be established
based on Company-wide  objectives or objectives  related to a specific division,
subsidiary,  affiliate,  department, region or function in which the Participant
is employed.  If more than one performance target is specified by the Committee,
the  Committee  shall also specify,  in writing,  whether one, all or some other
number of such  performance  targets must be attained in order for such Award to
qualify  for the  Performance-Based  Exception.  The  Committee  may  provide in
writing,  as part of establishing the performance  targets,  for how performance
will be measured  against a target to reflect  the impact of special  charges or
income,   accounting  or  tax  law  changes  and  any  other   extraordinary  or
nonrecurring items.

     (c) If during  the  course of a  Performance  Period  there  shall  occur a
significant event 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 target applicable to a Performance Share for
such period,  the Committee may  (following  the occurrence of the event) adjust
the targets  applicable to the  Performance  Share, or provide for the manner in
which  performance  will be measured  against the  targets  with  respect to the
Performance Share, to reflect the impact of the event, provided that such action
will not adversely  affect the availability of the  Performance-Based  Exception
with respect to the Performance Share.


                                       8
<PAGE>

     (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  targets  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  (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 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.  To the extent that Restricted Stock is
intended  to qualify  under the  Performance-Based  Exception,  the grant of the
Restricted Stock shall be conditioned on (or the applicable  restrictions on the
Restricted Stock shall include) the achievement  during a Performance  Period of
one or more performance targets based on one or more of the performance measures
specified in Section 6. In this case,  the rules in Section 6 for specifying and
applying  performance  targets,  for establishing the maximum  available and any
lesser reward levels,  and for otherwise  complying  with the  Performance-Based
Exception shall apply.

     (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,  the
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.


                                       9
<PAGE>

     (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
terminates 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.


                                    SECTION 8

                                   (RESERVED)
                                    --------



                                    SECTION 9

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

     Phantom Stock may be credited to an Eligible  Individual either as an Award
or as the result of an  exercise  of an Option or as payment  for a  Performance
Share.  Each  share of  Phantom  Stock  may be paid in whole  shares  of  Stock,
including  Restricted  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  Phantom  Stock  or  otherwise,  commencing  as soon as
practicable after the payment date designated by the Committee. Any dividends or
distributions  payable on Phantom  Stock (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 Phantom Stock,  unless
the grant  provides  otherwise.  To the extent that Phantom Stock is intended to
qualify under the Performance-Based  Exception,  either the initial grant or the
ultimate  payment of the Phantom Stock shall be made subject to the  achievement
during a Performance  Period of one or more performance  targets based on one or
more of the performance measures specified in Section 6. In this case, the rules
in Section 6 for specifying and applying  performance  targets, for establishing
the maximum available and any lesser reward levels, and for otherwise  complying
with the Performance-Based Exception shall apply.


                                       10
<PAGE>

     Except as otherwise provided in this Section 9, no Phantom Stock awarded to
Participants shall be sold,  exchanged,  transferred,  pledged,  hypothecated or
otherwise  disposed  of unless  the  Committee  determines  that an Award may be
transferred to a Family Member or Family Trust or other transferee.

     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   that  any  such   Award  is   intended   to   qualify   under  the
Performance-Based  Exception, either the initial grant or the ultimate payout of
the Award shall be made subject to the achievement  during a Performance  Period
of one or more  performance  targets  based  on one or  more of the  performance
measures  specified  in  Section  6. In this  case,  the rules in  Section 6 for
specifying  and  applying  performance  targets,  for  establishing  the maximum
available and any lesser reward  levels,  and for otherwise  complying  with the
Performance-Based  Exception  shall apply.  To the extent an Award  described in
this  paragraph  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.

     (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
or a Performance Share 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.


                                       11
<PAGE>

     No  Participant  awarded  Phantom Stock or other share units shall have any
right  as a  stockholder  with  respect  to any  shares  whose  value is used to
determine  the value of such Phantom  Stock or share units;  provided,  however,
that this sentence  shall not preclude any Award of Phantom Stock or share units
from providing  dividend  equivalent rights or payouts to the Participant in the
form of shares of the  Company's  Stock  (and the  Participant  shall  have full
stockholder rights with respect to any such paid out shares).



                                   SECTION 11

                                   BENEFICIARY
                                   -----------

     (a) Each  Eligible  Individual  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  Individual  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  Individual'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
Individual or if such designation  conflicts with law, the Eligible Individual'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  "non-employee  director"  or
similar successor 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.

     (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 Individuals,  whether or not
such  Awards are  similar  or such  Participants  or  Eligible  Individuals  are
similarly situated.


                                       12
<PAGE>

     (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  (without  duplication)  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,  Performance  Share,
Restricted 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.



                                   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.


                                       13
<PAGE>


                                   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 shall be
increased to the new number of shares  which  result from the shares  covered by
the Option 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 Individual 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 prior to the event or been entitled at that time to his or her
Restricted 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.



                                   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.

                                       14
<PAGE>


     (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.



                                   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  Individual 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  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.


                                       15
<PAGE>

     (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.

     (g)  Copies  of the  Plan  and all  amendments,  administrative  rules  and
procedures and  interpretations  shall be made available for review upon request
to  all  Eligible   Individuals  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  Individual,  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  Individual,  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.


                                       16
<PAGE>

     (n) For any Award that is  intended  to qualify  for the  Performance-Based
Exception, (i) the Committee shall interpret the Plan in light of Section 162(m)
of the Code  and the  guidance  thereunder;  (ii) the  Committee  shall  have no
discretion  to amend  the  conditions  on the grant or payout of the Award or to
amend  the  terms of the  Award  in any way  that  would  adversely  affect  the
availability  of the  Performance-Based  Exception  with  respect to such Award,
(iii) such Award shall not be granted,  settled or paid out,  whichever  applies
under the  performance  conditions  for such Award,  until the  Committee  shall
determine and certify in writing that the  applicable  performance  targets with
respect to such Award were  satisfied,  which  determination  and  certification
shall be made within 60 days  following  the end of the  applicable  Performance
Period, (iv) where the grant of the Award is performance conditioned, such grant
shall be subject to the Committee's  discretion to reduce (but not increase) the
grant the  Participant  will  receive  as a result of the  certification  of the
performance  targets,  and (v)  where the  settlement  or payout of the Award is
performance  conditioned,  to the extent  provided  in the Award  Agreement  the
settlement  or  payout  of  such  Award  shall  be  subject  to the  Committee's
discretion to reduce (but not increase) what the  Participant  will receive as a
result of the  certification  of the  performance  targets.  In exercising  such
discretion to decrease  what the  Participant  will  receive,  the Committee may
consider  performance  with respect to one or more  targets,  without  regard to
whether these targets are based on performance measures listed in Section 6(b).

     (o) 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.

     (p) 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 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.

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


                                       17
<PAGE>

                                   SECTION 17

                     EFFECTIVE DATE AND STOCKHOLDER APPROVAL
                     ---------------------------------------

     The  Plan  was  originally  adopted  effective  May 18,  2000,  subject  to
stockholder approval at the 2001 Annual Meeting. Any Awards granted prior to the
2001 Annual Meeting were made subject to the receipt of such approval. No Awards
will be  granted  under the Plan  after the  expiration  of ten years  from this
original  Effective  Date. The first  amendment and  restatement of the Plan was
effective May 18, 2007,  upon  stockholder  approval at the 2007 Annual Meeting.
The first  amendment and restatement was intended to allow Plan Awards to comply
with the Performance-Based  Exception.  This second amendment and restatement of
the Plan was adopted in October 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.


                                       18