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                                                                     EXHIBIT 4.4

                 WHITMAN CORPORATION 2000 STOCK INCENTIVE PLAN
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                              WHITMAN CORPORATION
                           2000 STOCK INCENTIVE PLAN
               (APPROVED FEBRUARY 18, 2000 BY BOARD OF DIRECTORS)

1.  DEFINITIONS

    The following definitions shall be applicable throughout this Plan:

    (a) "Code" shall mean the Internal Revenue Code of 1986, as the same may be
       amended from time to time. Reference in the Plan to any section of the
       Code shall be deemed to include any amendments or successor provision to
       such section and any regulations under such section.

    (b) "Committee" shall mean the Committee selected by the Board of Directors
       as provided in Paragraph 4, consisting of two or more members of the
       Board of Directors, each of whom may be (i) a "Non-Employee Director"
       within the meaning of Rule 16b-3 under the Exchange Act, and (ii) an
       "outside director" within the meaning of Section 162(m) of the Code.

    (c) "Common Stock" shall mean common stock of the Corporation, $.01 par
       value.

    (d) "Corporation" shall mean Whitman Corporation, a Delaware corporation.

    (e) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
       amended.

    (f) "Holder" shall mean an individual who has been granted an Option,
       Restricted Stock Award or Performance Award.

    (g) "Option" shall mean any option granted under the Plan for the purchase
       of Common Stock.

    (h) "Performance Award" shall mean an award of Common Stock or cash granted
       under the Performance Award provisions of the Plan.

    (i) "Performance Measures" shall mean the criteria and objectives,
       established by the Committee, which shall be satisfied or met during the
       applicable performance period as a condition to (i) the receipt of an
       Option or SAR, (ii) the exercisability of all or a portion of an Option
       or SAR, (iii) the vesting of shares of Common Stock subject to a
       Restricted Stock Award or (iv) the receipt of shares of Common Stock
       and/or cash with respect to a Performance Award. Such criteria and
       objectives may include one or more of the following: stock price, the
       attainment by a share of Common Stock of a specified fair market value
       for a specified period of time, capitalization, earnings per share,
       growth in stock price, growth in market value, return to stockholders
       (including or excluding dividends), return on equity, earnings, earnings
       per share, economic value added, revenues, net income, operating income,
       return on assets, return on capital, return on sales, market share, cash
       flow measures or cost reduction goals, or any combination of the
       foregoing. If the Committee desires that compensation payable pursuant to
       any award under the Plan be qualified performance-based compensation
       under Section 162(m) of the Code and the rules and regulations
       thereunder, the Performance Measures (i) shall be established by the
       Committee no later than 90 days after the first day of the performance
       period (or such other time permitted under Section 162(m) of the Code)
       and (ii) shall satisfy all other applicable requirements imposed under
       Treasury Regulations promulgated under Section 162(m) of the Code,
       including the requirement that such Performance Measures be stated in
       terms of an objective formula or standard. The Performance Measures
       determined by the Committee shall be established prior to the beginning
       of each performance period but, except as necessary to qualify a
       Performance Award as "performance-based compensation" under
       Section 162(m) of the Code and the rules and regulations thereunder, may
       be subject to such later revisions to reflect significant, unforeseen
       events or changes, as the Committee shall deem appropriate.

    (j) "Plan" shall mean the Corporation's 2000 Stock Incentive Plan, as
       amended from time to time.

    (k) "Restricted Stock Award" shall mean an award of Common Stock granted
       under the Restricted Stock Award provisions of the Plan.


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    (l) "Retirement" shall mean cessation of active employment or service with
       the Corporation or a subsidiary pursuant to the Corporation's retirement
       policies and programs.

    (m) "SAR" shall mean a stock appreciation right which is issued in tandem
       with, or by reference to, an Option, which entitles the Holder thereof to
       receive, upon exercise of such SAR and surrender for cancellation of all
       or a portion of such Option, shares of Common Stock, cash or a
       combination thereof with an aggregate value equal to the excess of the
       fair market value of one share of Common Stock on the date of exercise
       over the purchase price specified in such Option, multiplied by the
       number of shares of Common Stock subject to such Option, or portion
       thereof, which is surrendered.

2.  PURPOSE

    It is the purpose of the Plan to provide a means through which the
Corporation may attract able persons to enter its employ and the employ of its
subsidiaries, to serve as directors and to provide a means whereby those persons
upon whom the responsibilities of the successful administration and management
of the Corporation or its subsidiaries rest, and whose present and potential
contributions to the welfare of the Corporation or its subsidiaries are of
importance, can acquire and maintain stock ownership. Such persons should thus
have a greater than ordinary concern for the welfare of the Corporation and/or
its subsidiaries and would be expected to strengthen and maintain a desire to
remain in the employ or service of the Corporation or its subsidiaries. It is a
further purpose of the Plan to provide such persons with additional incentive
and reward opportunities designed to enhance the profitable growth of the
Corporation. So that the maximum incentive can be provided each participant in
the Plan by granting such participant an Option or award best suited to such
participant's circumstances, the Plan provides for granting "incentive stock
options" (as defined in Section 422 of the Code) and nonqualified stock options
(with or without SARs), Restricted Stock Awards and Performance Awards, or any
combination of the foregoing.

3.  EFFECTIVE DATE AND DURATION OF THE PLAN

    The Plan shall be submitted to the stockholders of the Corporation for
approval and, if approved by the affirmative vote of a majority of the shares of
Common Stock present in person or represented by proxy at the 2000 annual
meeting of stockholders, shall become effective on the date of approval by the
Board of Directors. The Plan shall remain in effect until all Options granted
under the Plan have been exercised, all restrictions imposed upon Restricted
Stock Awards have been eliminated and all Performance Awards have been
satisfied.

4.  ADMINISTRATION

    The members of the Committee shall be selected by the Board of Directors to
administer the Plan. A majority of the Committee shall constitute a quorum.
Subject to the express provisions of the Plan, the Committee shall have
authority, in its discretion, to determine the individuals to receive Options
(with or without SARs), Restricted Stock Awards and Performance Awards, the time
or times when they shall receive them, whether an "incentive stock option" under
Section 422 of the Code or nonqualified option shall be granted, the number of
shares to be subject to each Option and Restricted Stock Award and the value of
each Performance Award. In making such determinations the Committee shall take
into account the nature of the services rendered by each individual, such
individual's present and potential contribution to the Corporation's success,
and such other factors as the Committee shall deem relevant.

    The Committee shall have such additional powers as are delegated to it by
the other provisions of the Plan and, subject to the express provisions of the
Plan, to construe the respective Option, Restricted Stock Award and Performance
Award agreements and the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan and to determine the terms, restrictions and
provisions of the Option, Restricted Stock Award and Performance Award
agreements (which need not be identical) including such terms, restrictions,
Performance Measures and provisions as shall be requisite in the judgment of the


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Committee to cause certain Options to qualify as "incentive stock options" under
Section 422 of the Code, and to make all other determinations necessary or
advisable for administering the Plan. The Committee may, in its sole discretion
and for any reason at any time, subject to the requirements imposed under
Section 162(m) of the Code and regulations promulgated thereunder in the case of
an award intended to be qualified performance-based compensation, take action
such that (i) any or all outstanding Options shall become exercisable in part or
in full, (ii) all or some of the restrictions applicable to any outstanding
Restricted Stock Award shall lapse and (iii) all or a portion of any outstanding
Performance Award shall be satisfied. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any Option,
Restricted Stock Award or Performance Award agreement in the manner and to the
extent it shall deem expedient to carry it into effect, and it shall be the sole
and final judge of such expediency. The determinations of the Committee on
matters referred to in this Paragraph 4 shall be conclusive.

    The Committee shall act by majority action at a meeting, except that action
permitted to be taken at a meeting may be taken without a meeting if written
consent thereto is given by all members of the Committee.

5.  GRANTS OF OPTIONS, RESTRICTED STOCK AWARDS AND PERFORMANCE AWARDS; SHARES
    SUBJECT TO THE PLAN

    The Committee may from time to time grant both "incentive stock options"
under Section 422 of the Code and nonqualified options to purchase shares of
Common Stock (with or without SARs), Restricted Stock Awards and Performance
Awards to one or more officers, key employees or directors (or persons expected
to become officers, key employees or directors) determined by it to be eligible
for participation in accordance with the provisions of Paragraph 6 and providing
for the issuance of such number of shares and, in the case of Performance
Awards, having such value as in the discretion of the Committee may be fitting
and proper. Subject to Paragraph 10, not more than 8,000,000 shares of Common
Stock shall be available under the Plan upon exercise of Options or SARs or
pursuant to Restricted Stock Awards or Performance Awards granted under the
Plan. Performance Awards which may be exercised or paid only in cash shall not
affect the number of shares of Common Stock available for issuance under the
Plan.

    The Common Stock to be offered under the Plan pursuant to Options, SARS,
Restricted Stock Awards and Performance Awards may be Common Stock previously
issued and outstanding and reacquired by the Corporation or newly issued shares.

    The number of shares of Common Stock available under the Plan shall be
reduced by the sum of the aggregate number of shares of Common Stock which
become subject to outstanding Options, Restricted Stock Awards and outstanding
Performance Awards which may be paid in part or solely in shares of Common
Stock. To the extent (i) that an outstanding Option expires or terminates
unexercised or is canceled or forfeited (other than in connection with the
exercise of an SAR for Common Stock as set forth in the immediately following
sentence) or (ii) that an outstanding Restricted Stock Award or outstanding
Performance Award which may be paid in part or solely in shares of Common Stock
expires or terminates without vesting or is canceled or forfeited or (iii)
shares of Common Stock are withheld or delivered pursuant to the provisions on
Share Withholding set forth in Paragraph 11 (A), then the shares of Common Stock
subject to such expired, terminated, unexercised, canceled or forfeited portion
of such Option, Restricted Stock Award or Performance Award, or the shares of
Common Stock so withheld or delivered, shall again be available under the Plan.
In the event all or a portion of an SAR is exercised, the number of shares of
Common Stock subject to the related Option (or portion thereof) shall again be
available under the Plan, except to the extent that shares of Common Stock were
actually issued upon exercise of the SAR.

    To the extent necessary for an award hereunder to be qualified
performance-based compensation under Section 162(m) of the Code and the rules
and regulations thereunder, the maximum number of shares of Common Stock with
respect to which Options, SARs, Restricted Stock Awards or Performance Awards or
a combination thereof may be granted during any calendar year to any person
shall be 1,000,000 subject to adjustment as provided in Paragraph 10. Grants of
Options, Restricted Stock Awards or Performance Awards that are canceled shall
count toward the maximum stated in the preceding sentence.


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6.  ELIGIBILITY

    Options, Restricted Stock Awards and Performance Awards may be granted only
to persons who, at the time of the grant or award, are officers, other key
employees or directors of the Corporation or any of its present and future
subsidiaries within the meaning of Section 424(f) of the Code (herein called
subsidiaries) or such persons expected to become such officers, key employees or
directors. Options, Restricted Stock Awards or Performance Awards, or any
combination thereof, may be granted on one or more occasions to the same person.
A person who has received or is eligible to receive options to purchase stock of
any subsidiary of the Corporation or incentive awards from any subsidiary of the
Corporation will not, by reason thereof, be ineligible to receive Options,
Restricted Stock Awards or Performance Awards under the Plan unless prohibited
by the plan of such subsidiary.

    Nothing in the Plan or any Option, Restricted Stock Award or Performance
Award agreement shall be construed to constitute or be evidence of an agreement
or understanding, expressed or implied, on the part of the Corporation or its
subsidiaries to employ any person for any specific period of time.

7.  OPTIONS AND SARS

       (A) Number of Shares. The Committee may, in its discretion, grant Options
    to such eligible persons as may be selected by the Committee. The Committee
    may, in its discretion, establish Performance Measures which shall be
    satisfied or met as a condition to the grant of an Option. With respect to
    each Option, the Committee shall determine the number of shares subject to
    the Option and the manner and the time of exercise of such Option. The
    Committee shall make such other determinations which in its discretion are
    fitting and proper.

        (B) Stock Option Agreement. Each Option shall be evidenced by a stock
    option agreement in such form containing such provisions not inconsistent
    with the provisions of the Plan as the Committee from time to time shall
    approve, including, without limitation, provisions to qualify certain
    Options as "incentive stock options" under Section 422 of the Code. An
    incentive stock option may not be granted to any person who is not an
    employee of the Corporation or any parent or subsidiary (as defined in
    Section 424 of the Code). Each incentive stock option shall be granted
    within ten years of the earlier of the date the Plan is adopted by the
    Corporation's Board of Directors and the date the Plan is approved by the
    stockholders of the Corporation. To the extent that the aggregate fair
    market value (determined as of the date of grant) of shares of Common Stock
    with respect to which Options designated as incentive stock options are
    exercisable for the first time by a person during any calendar year exceeds
    the amount (currently $100,000) established by the Code, such Options shall
    be deemed to be nonqualified stock options.

        (C) Option Price and Term of Option. The purchase price per share of the
    Common Stock under each Option shall be determined by the Committee;
    provided, however, that such purchase price shall not be less than 100% of
    the fair market value of the Common Stock at the date such Option is
    granted; provided, further, that if an incentive stock option shall be
    granted to any person who, at the time such Option is granted, owns capital
    stock of the Corporation possessing more than ten percent of the total
    combined voting power of all classes of capital stock of the Corporation (or
    of any parent or subsidiary of the Corporation) (a "Ten Percent Holder"),
    such purchase price shall be the price (currently 110% of fair market value)
    required by the Code in order to constitute an incentive stock option.

        The period during which an Option may be exercised shall be determined
    by the Committee; provided, however, that no incentive stock option shall be
    exercised later than ten years after its date of grant; provided further,
    that if an incentive stock option shall be granted to a Ten Percent Holder,
    such option shall not be exercised later than five years after its date of
    grant. The Committee may, in its discretion, establish Performance Measures
    which shall be satisfied or met as a condition to the exercisability of all
    or a portion of an Option. The Committee shall determine whether an Option
    shall become exercisable in cumulative or non-cumulative installments and in
    part or in full at any


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    time. An exercisable Option, or portion thereof, may be exercised only with
    respect to whole shares of Common Stock.

       (D) Payment. An Option may be exercised by giving written notice to the
    Corporation specifying the number of shares of Common Stock to be purchased
    and accompanied by payment of the purchase price in full (or arrangement
    made for such payment to the Corporation's satisfaction). As set forth in
    the agreement evidencing the Option, the purchase price may be paid (a) in
    cash or (b) by delivery (either actual delivery or by attestation procedures
    established by the Corporation) of previously-owned whole shares of Common
    Stock (for which the holder has good title, free and clear of all liens and
    encumbrances and which such holder either (i) has held for at least six
    months or (ii) has purchased on the open market) valued at their fair market
    value on the date of exercise. If applicable, a person exercising an Option
    shall surrender to the Corporation any SARs which are canceled by reason of
    the exercise of such Option.

        (E) Termination of Employment or Service or Death of Holder. In the
    event of any termination of the employment or service of a Holder with the
    Corporation or one of its subsidiaries, other than by reason of death or, in
    the case of a Holder of a nonqualified option, Retirement, the Holder may
    (unless otherwise provided in the Option agreement) exercise each Option
    held by such Holder at any time within three months (or one year if the
    Holder is permanently and totally disabled within the meaning of Section
    22(e)(3) of the Code) after such termination of employment or service, but
    only if and to the extent such Option is exercisable at the date of such
    termination of employment or service, and in no event after the date on
    which such Option would otherwise terminate; provided, however, that if such
    termination of employment or service is for cause or voluntary on the part
    of the Holder without the written consent of the Corporation, any Option
    held by such Holder under the Plan shall terminate unless otherwise provided
    in the Option agreement.

        In the event of the termination of employment or service of a Holder of
    a nonqualified option by reason of Retirement, then each nonqualified option
    held by the Holder shall be fully exercisable, and, subject to the following
    paragraph, such nonqualified option shall be exercisable by the Holder at
    any time up to and including (but not after) the date on which the
    nonqualified option would otherwise terminate (unless otherwise provided in
    the Option agreement).

        Unless otherwise provided in the Option agreement, in the event of the
    death of a Holder (i) while employed by or providing service to the
    Corporation or one of its subsidiaries or after Retirement, (ii) within
    three months after termination of the Holder's employment, other than a
    termination by reason of death, Retirement or permanent and total disability
    within the meaning of Section 22(e)(3) of the Code, or (iii) within one year
    after termination of the Holder's employment by reason of such disability,
    then each Option held by such Holder may be exercised by the legatees of the
    Holder under his last will, or by his personal representatives or
    distributees, at any time within a period of nine months after the Holder's
    death, but only if and to the extent such Option is exercisable at the date
    of death (unless death occurs while the Holder is employed by or providing
    service to the Corporation or one of its subsidiaries, in which case each
    Option held by the Holder shall be fully exercisable), and in no event after
    the date on which such Option would otherwise terminate.

        (F) Privileges of the Holder as Stockholder. The Holder shall be
    entitled to all the privileges and rights of a stockholder with respect only
    to such shares of Common Stock as have been actually purchased under the
    Option and registered in the Holder's name.

       (G) SARs. The Committee may, in its sole discretion, grant an SAR
    (concurrently with the grant of the Option or, in the case of a nonqualified
    option which is not intended to be qualified performance-based compensation
    under Section 162(m) of the Code and the rules and regulations thereunder,
    subsequent to such grant) to any Holder of any Option granted under the Plan
    (or such Holder's legatees, personal representatives or distributees then
    entitled to exercise such Option). The Committee may, in its discretion,
    establish Performance Measures which shall be satisfied or met as a
    condition to the grant of an SAR or to the exercisability of all or a
    portion of an SAR. An SAR may be exercised (i) by giving written notice to
    the Corporation specifying the number of SARs which are


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    being exercised and (ii) by surrendering to the Corporation any Options
    which are canceled by reason of the exercise of the SAR. An SAR shall be
    exercisable upon such additional terms and conditions as may from time to
    time be prescribed by the Committee. No fractional share shall be issued
    upon the exercise of any SAR.

       (H) Non-Transferability. Unless otherwise specified in the agreement
    evidencing an Option or SAR, no Option or SAR hereunder shall be
    transferable other than by will or the laws of descent and distribution or
    pursuant to beneficiary designation procedures approved by the Corporation.
    Except to the extent permitted by the foregoing sentence, each Option or SAR
    may be exercised during the Holder's lifetime only by the Holder or the
    Holder's legal representative or similar person. Except as permitted by the
    second preceding sentence, no Option or SAR hereunder shall be sold,
    transferred, assigned, pledged, hypothecated, encumbered or otherwise
    disposed of (whether by operation of law or otherwise) or be subject to
    execution, attachment or similar process. Upon any attempt to so sell,
    transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any
    Option or SAR hereunder, such Option or SAR and all rights thereunder shall
    immediately become null and void.

8.  RESTRICTED STOCK AWARDS

       (A) Restriction Period to Be Established by the Committee. At the time of
    the making of a Restricted Stock Award, the Committee shall establish a
    period of time (the "Restriction Period") applicable to such award. The
    Committee may establish different Restriction Periods from time to time and
    each Restricted Stock Award may have a different Restriction Period, in the
    discretion of the Committee. The Committee may, in its discretion, establish
    Performance Measures which shall be satisfied or met during the Restriction
    Period as a condition to the vesting of all or a portion of the shares of
    Common Stock subject to a Restricted Stock Award and for the forfeiture of
    all or a portion of such shares if such Performance Measures shall not be
    satisfied or met during the Restriction Period. Notwithstanding anything
    contained herein to the contrary, in the case of a Restricted Stock Award
    intended to be qualified performance-based compensation under Section 162(m)
    and the rules and regulations thereunder, shares of Common Stock subject
    thereto shall not be vested until the Committee certifies in writing that
    the applicable Performance Measures for the performance period have in fact
    been achieved.

        (B) Other Terms and Conditions. Common Stock, when awarded pursuant to a
    Restricted Stock Award, shall be represented by a stock certificate or
    book-entry credits registered in the name of the Holder who receives the
    Restricted Stock Award or a nominee for the benefit of the Holder. The
    Holder shall have the right to receive dividends (or the cash equivalent
    thereof) during the Restriction Period and shall also have the right to vote
    such Common Stock and all other stockholder rights (in each case unless
    otherwise provided in the agreement evidencing the Restricted Stock Award),
    with the exception that (i) the Holder shall not be entitled to delivery of
    the stock certificate (or the removal of restrictions in the Corporation's
    books and records) until the Restriction Period established by the Committee
    pursuant to Paragraph 8(A) shall have expired or lapsed, (ii) the
    Corporation shall retain custody of the stock certificate during the
    Restriction Period, (iii) the Holder may not sell, transfer, pledge,
    exchange, hypothecate or dispose of such Common Stock during the Restriction
    Period, and (iv) a breach of restriction or breach of terms and conditions
    established by the Committee pursuant to the Restricted Stock Award shall
    cause a forfeiture of the Restricted Stock Award. If requested by the
    Corporation, a Holder of a Restricted Stock Award shall deposit with the
    Corporation stock powers or other instruments of assignment (including a
    power of attorney), each endorsed in blank with a guarantee of signature if
    deemed necessary or appropriate by the Corporation, which would permit
    transfer to the Corporation of all or a portion of the shares of Common
    Stock subject to the Restricted Stock Award in the event such award is
    forfeited in whole or in part. A distribution with respect to shares of
    Common Stock, other than a distribution in cash, shall be subject to the
    same restrictions as the shares of Common Stock with respect to which such
    distribution was made, unless otherwise determined by the Committee. The
    Committee may, in addition, prescribe additional restrictions, terms or
    conditions upon or to the Restricted Stock Award in the manner


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    prescribed by Paragraph 4. The Committee may, in its sole discretion, also
    establish rules pertaining to the Restricted Stock Award in the event of
    termination of employment or service (by Retirement, disability, death or
    otherwise) of a Holder of such award prior to the expiration of the
    Restriction Period.

        (C) Restricted Stock Award Agreement. Each Restricted Stock Award shall
    be evidenced by an agreement in such form and containing such provisions not
    inconsistent with the provisions of the Plan as the Committee from time to
    time shall approve.

       (D) Payment for Restricted Stock. Restricted Stock Awards may be made by
    the Committee whereby the Holder receives Common Stock subject to those
    terms, conditions and restrictions established by the Committee but is not
    required to make any payment for said Common Stock. The Committee may also
    establish terms as to each Holder whereby such Holder, as a condition to the
    Restricted Stock Award, is required to pay, in cash or other consideration,
    all (or any lesser amount than all) of the fair market value of the Common
    Stock, determined as of the date the Restricted Stock Award is made.

        (E) Termination of Employment or Service or Death of Holder. A
    Restricted Stock Award shall terminate for all purposes if the Holder does
    not remain continuously in the employ or service of the Corporation or a
    subsidiary at all times during the applicable Restriction Period, except as
    may otherwise be determined by the Committee.

9.  PERFORMANCE AWARDS

       (A) Performance Period. The Committee shall establish with respect to
    each Performance Award a performance period over which performance shall be
    measured. The performance period shall be established at the time of such
    award.

        (B) Performance Awards. Each Performance Award shall have a maximum
    value established by the Committee at the time of such award.

        (C) Performance Measures. Performance Awards shall be awarded to an
    eligible person contingent upon future performance of the Corporation and/or
    the Corporation's subsidiary, division or department in which such person is
    employed over the performance period. The Committee shall establish the
    Performance Measures applicable to such performance.

       (D) Award Criteria. In determining the value of Performance Awards, the
    Committee shall take into account an eligible person's responsibility level,
    performance, potential, cash compensation level, unexercised stock options,
    other incentive awards and such other considerations as it deems
    appropriate. Notwithstanding the preceding sentence, to the extent necessary
    for a Performance Award payable in cash to be qualified performance-based
    compensation under Section 162(m) of the Code and the rules and regulations
    thereunder, the maximum amount that may be paid under all such Performance
    Awards to anyone person during any period of three calendar years shall be
    $10,000,000.

        (E) Payment. Following the end of each performance period, the Holder of
    each Performance Award shall be entitled to receive payment of an amount,
    not exceeding the maximum value of the Performance Award, based on the
    achievement of the Performance Measures for such performance period, as
    determined by the Committee. Payment of Performance Awards may be made
    wholly in cash, wholly in shares of Common Stock or a combination thereof,
    all at the discretion of the Committee. Payment shall be made in a lump sum
    or in installments, and shall be subject to such vesting and other terms and
    conditions as may be prescribed by the Committee for such purpose.
    Notwithstanding anything contained herein to the contrary, in the case of a
    Performance Award intended to be qualified performance-based compensation
    under Section 162(m) and the rules and regulations thereunder, no payment
    shall be made under any such Performance Award until the Committee certifies
    in writing that the Performance Measures for the performance period have in
    fact been achieved.



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        (F) Termination of Employment or Service or Death of Holder. A
    Performance Award shall terminate for all purposes if the Holder does not
    remain continuously in the employ or service of the Corporation or a
    subsidiary at all times during the applicable performance period, except as
    may otherwise be determined by the Committee.

        In the event that a Holder of a Performance Award ceases to be an
    employee or director of the Corporation following the end of the applicable
    performance period but prior to full payment according to the terms of the
    Performance Award, payment shall be made in accordance with terms
    established by the Committee for the payment of such Performance Award.

       (G) Other Terms and Conditions. When a Performance Award is payable in
    installments in Common Stock, if determined by the Committee, one or more
    stock certificates or book-entry credits registered in the name of the
    Holder representing shares of Common Stock which would have been issuable to
    the Holder of the Performance Award if such payment had been made in full on
    the day following the end of the applicable performance period may be
    registered in the name of such Holder, and during the period until such
    installment becomes due such Holder shall have the right to receive
    dividends (or the cash equivalent thereof) and shall also have the right to
    vote such Common Stock and all other stockholder rights (in each case unless
    otherwise provided in the agreement evidencing the Performance Award), with
    the exception that (i) the Holder shall not be entitled to delivery of any
    stock certificate until the installment payable in shares becomes due,
    (ii) the Corporation shall retain custody of any stock certificates until
    such time and (iii) the Holder may not sell, transfer, pledge, exchange,
    hypothecate or dispose of such Common Stock until such time. A distribution
    with respect to shares of Common Stock payable in installments which has not
    become due, other than a distribution in cash, shall be subject to the same
    restrictions as the shares of Common Stock with respect to which such
    distribution was made, unless otherwise determined by the Committee.

       (H) Performance Award Agreements. Each Performance Award shall be
    evidenced by an agreement in such form and containing such provisions not
    inconsistent with the provisions of the Plan as the Committee from time to
    time shall approve.

10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CHANGE IN CONTROL

       (A) Notwithstanding any other provision of the Plan, (i) the number and
    class of securities or other consideration subject to any Option or to be
    delivered pursuant to any Restricted Stock Award or Performance Award and
    (ii) the Option or Restricted Stock Award price shall be appropriately
    adjusted by the Committee, whose determination shall be conclusive, in the
    event of a stock split, stock dividend, spin-off, split-up,
    recapitalization, merger, consolidation, combination or exchange of shares,
    or the like. In such event, the maximum number and class of securities
    available under the Plan, and the number and class of securities subject to
    Options, SARs, Restricted Stock Awards or Performance Awards, shall be
    appropriately adjusted by the Committee, whose determination shall be
    conclusive.

        (B) (i) In the event of a "change in control" (as hereinafter defined)
    pursuant to subparagraph (C)(i) or (ii) below, or in the event of a change
    in control pursuant to subparagraph (C)(iii) or (iv) below in connection
    with which the holders of Common Stock receive consideration other than
    shares of common stock that are registered under Section 12 of the Exchange
    Act:

           (1) (x) each Option granted under the Plan shall be exercisable in
       full, (y) each Holder of an Option shall receive from the Corporation
       within 60 days after the change in control, in exchange for the surrender
       of the Option or any portion thereof to the extent the Option is then
       exercisable in accordance with clause (x), an amount in cash equal to the
       difference between the fair market value (as determined by the Committee)
       on the date of the change in control of the Common Stock covered by the
       Option or portion thereof which is so surrendered and the purchase price
       of such Common Stock under the Option and (z) each SAR shall be
       surrendered by the Holder thereof and shall be canceled simultaneously
       with the cancellation of the related Option, provided, however, that the
       Committee shall have the discretion to provide that there


<PAGE>
       shall be substituted for such shares of Common Stock subject to an
       outstanding Option a number and a class of securities of the entity
       effecting the change in control such that the purchase price per security
       shall be appropriately adjusted by the Committee (whose determination
       shall be conclusive), such adjustments to be made without any increase in
       the aggregate purchase price;

           (2) each Holder of a Restricted Stock Award shall receive from the
       Corporation within 60 days after the change in control, in exchange for
       the surrender of the Restricted Stock Award, an amount in cash equal to
       the difference between the fair market value (as determined by the
       Committee) on the date of the change in control of the Common Stock
       subject to the Restricted Stock Award and the purchase price, if any, of
       such Common Stock;

           (3) each Holder of a Performance Award for which the performance
       period has not expired shall receive from the Corporation within 60 days
       after the change in control, in exchange for the surrender of the
       Performance Award, an amount in cash equal to the product of the value of
       the Performance Award and a fraction, the numerator of which is the
       number of whole months which have elapsed from the beginning of the
       performance period to the date of the change in control, and the
       denominator of which is the number of whole months in the performance
       period; and

           (4) each Holder of a Performance Award that has been earned but not
       yet paid shall receive an amount in cash equal to the value of the
       Performance Award.

        (ii) Notwithstanding any other provision of the Plan or any agreement
    relating to an Option, Restricted Stock Award or Performance Award, in the
    event of a change in control pursuant to subparagraph (C)(iii) or
    (iv) below in connection with which the holders of Common Stock receive
    shares of common stock that are registered under Section 12 of the Exchange
    Act:

           (1) each Option and SAR granted under the Plan shall be exercisable
       in full;

           (2) the Restriction Period applicable to any outstanding Restricted
       Stock Award shall lapse and, if applicable, any other restrictions, terms
       or conditions shall lapse and/or be deemed to be satisfied at the maximum
       value or level;

           (3) the Performance Measures applicable to any outstanding
       Performance Award shall be deemed to be satisfied at the maximum value;
       and

           (4) there shall be substituted for each share of Common Stock
       remaining available under the Plan, whether or not then subject to an
       outstanding Option (and SAR), Restricted Stock Award or Performance
       Award, the number and class of shares into which each outstanding share
       of Common Stock shall be converted pursuant to such change in control. In
       the event of any such substitution, the purchase price per share in the
       case of an Option or Restricted Stock Award shall be appropriately
       adjusted by the Committee (whose determination shall be conclusive), such
       adjustments to be made without any increase in the aggregate purchase
       price.

       (C) For purposes of this paragraph, the term "change in control" shall
    mean:

           (i) the acquisition by any individual, entity or group (a "Person"),
       including any "person" within the meaning of Section 13(d)(3) or
       14(d)(2) of the Exchange Act, of beneficial ownership within the meaning
       of Rule 13d-3 promulgated under the Exchange Act, of cumulatively, 25% or
       more of either (x) the then outstanding shares of common stock of the
       Corporation (the "Outstanding Common Stock") or (y) the combined voting
       power of the then outstanding securities of the Corporation entitled to
       vote generally in the election of directors (the "Outstanding Voting
       Securities"); excluding, however, the following: (1) any acquisition
       directly from the Corporation (excluding any acquisition resulting from
       the exercise of an exercise, conversion or exchange privilege unless the
       security being so exercised, converted or exchanged was acquired directly
       from the Corporation), (2) any acquisition by the Corporation, (3) any
       acquisition by an employee benefit plan (or related trust) sponsored or
       maintained by the Corporation or any corporation controlled by the
       Corporation; (4) any acquisition by any corporation pursuant to a
       transaction which complies with clauses (1), (2) and (3) of clause
       (iii) in this definition of change


<PAGE>
       in control; or (5) any acquisition by PepsiCo, Inc., a North Carolina
       corporation, or any affiliate thereof (collectively, "PepsiCo"), provided
       that following such acquisition, PepsiCo does not own more than 49% of
       the Outstanding Common Stock or Outstanding Voting Securities;

          (ii) individuals who, as of the effective date of the Plan, constitute
       the Board of Directors of the Corporation (the "Incumbent Board") cease
       for any reason to constitute at least a majority of such Board; provided,
       however, that any individual who becomes a director of the Corporation
       subsequent to such effective date whose election, or nomination for
       election by the Corporation's stockholders, was approved by the vote of
       at least a majority of the directors then comprising the Incumbent Board
       shall be deemed a member of the Incumbent Board; and provided further,
       that any individual who was initially elected as a director of the
       Corporation as a result of an actual or threatened solicitation by a
       person or group for the purpose of opposing a solicitation by any other
       person or group with respect to the election or removal of directors or
       any other actual or threatened solicitation of proxies or consents by or
       on behalf of any Person other than the Board of Directors shall not be
       deemed a member of the Incumbent Board;

          (iii) the consummation of a reorganization, merger or consolidation of
       the Corporation or sale or other disposition of all or substantially all
       of the assets of the Corporation (a "Corporate Transaction"); excluding,
       however, a Corporate Transaction pursuant to which (1) all or
       substantially all of the individuals or entities who are the beneficial
       owners, respectively, of the Outstanding Common Stock and the Outstanding
       Voting Securities immediately prior to such Corporate Transaction will
       beneficially own, directly or indirectly, more than 66 2/3% of,
       respectively, the outstanding shares of common stock, and the combined
       voting power of the outstanding securities entitled to vote generally in
       the election of directors, as the case may be, of the corporation
       resulting from such Corporate Transaction (including, without limitation,
       a corporation which as a result of such transaction owns the Corporation
       or all or substantially all of the Corporation's assets either directly
       or indirectly) in substantially the same proportions relative to each
       other as their ownership, immediately prior to such Corporate
       Transaction, of the Outstanding Common Stock and the Outstanding Voting
       Securities, as the case may be, (2) no Person (other than: the
       Corporation; any employee benefit plan (or related trust) sponsored or
       maintained by the Corporation or any corporation controlled by the
       Corporation; the corporation resulting from such Corporate Transaction;
       and any Person which beneficially owned, immediately prior to such
       Corporate Transaction, directly or indirectly, 25% or more of the
       Outstanding Common Stock or the Outstanding Voting Securities, as the
       case may be) will beneficially own, directly or indirectly, 25% or more
       of, respectively, the outstanding shares of common stock of the
       corporation resulting from such Corporate Transaction or the combined
       voting power of the outstanding securities of such corporation entitled
       to vote generally in the election of directors and (3) individuals who
       were members of the Incumbent Board will constitute at least a majority
       of the members of the board of directors of the corporation resulting
       from such Corporate Transaction; or

          (iv) the consummation of a plan of complete liquidation or dissolution
       of the Corporation.

       (D) With respect to any Holder of an Option or SAR who is subject to
    Section 16 of the Exchange Act, (i) notwithstanding the exercise periods set
    forth in Paragraph 7(E) or as set forth pursuant to Paragraph 7(E) in any
    agreement evidencing such Option or SAR and (ii) notwithstanding the
    expiration date of the term of such Option or SAR, in the event the
    Corporation is involved in a business combination which is intended to be
    treated as a pooling of interests for financial accounting purposes (a
    "Pooling Transaction") or pursuant to which such Holder receives a
    substitute option to purchase securities of any entity, including an entity
    directly or indirectly acquiring the Corporation, then each Option or SAR
    (or option or stock appreciation right in substitution thereof) held by such
    Holder shall be exercisable to the extent set forth in the agreement
    evidencing such Option or SAR until and including the latest of (x) the
    expiration date of the term of the Option or SAR or, in the event of such
    Holder's termination of employment or service, the date determined pursuant
    to Paragraph 7(E), (y) the date which is six months and ten business days
    after the consummation of such


<PAGE>
    business combination and (z) the date which is ten business days after the
    date of expiration of any period during which such Holder may not dispose of
    a security issued in the Pooling Transaction in order for the Pooling
    Transaction to be accounted for as a pooling of interests.

11. WITHHOLDING TAXES

       (A) If provided in the agreement evidencing an Option, SAR, Restricted
    Stock Award or Performance Award, the Holder thereof may elect, by written
    notice to the Corporation at the office of the Corporation designated for
    that purpose, to pay through withholding by the Corporation all or a portion
    of the estimated federal, state, local and other taxes arising from (1) the
    exercise of an Option or SAR and (2) the vesting or distribution of shares
    of Common Stock pursuant to a Restricted Stock Award or Performance Award
    (a) by having the Corporation withhold shares of Common Stock or (b) by
    delivering previously-owned shares (collectively, "Share Withholding"), in
    each case being such number of shares of Common Stock as shall have a fair
    market value equal to the amount of taxes required to be withheld, rounded
    up to the nearest whole share; provided, however, that such shares of Common
    Stock may not have a fair market value in excess of the amount determined by
    applying the minimum statutory withholding rate.

       (B) A Share Withholding election shall be subject to disapproval by the
    Corporation.

       (C) If the date as of which the amount of tax to be withheld is
    determined (the "Tax Date") is deferred until after the exercise of an
    Option or SAR, the expiration of the Restriction Period applicable to a
    Restricted Stock Award or the payment of a Performance Award, and if the
    Holder elects Share Withholding, the Corporation may issue to the Holder the
    full number of shares of Common Stock, if any, resulting from such exercise,
    expiration or payment and the Holder shall be unconditionally obligated to
    deliver to the Corporation on the Tax Date such number of shares of Common
    Stock as shall have an aggregate fair market value equal to the amount to be
    withheld on the Tax Date, rounded up to the nearest whole share.

       (D) The fair market value of shares of Common Stock used for payment of
    taxes, as provided in this Paragraph 11, shall be the mean sale price per
    share, as reported for New York Stock Exchange Composite Transactions, on
    the Tax Date.

12. TERMINATION OF PLAN

    The Plan may be terminated at any time by the Board of Directors, except
with respect to any Options, SARs, Restricted Stock Awards or Performance Awards
outstanding. The Corporation reserves the right to restrict, in whole or in
part, the exercise of any Options or SARs or the delivery of Common Stock
pursuant to any Restricted Stock Awards or Performance Awards granted under the
Plan until such time as,

       (A) any legal requirements or regulations have been met relating to the
    issuance of the shares covered thereby or to their registration under the
    Securities Act of 1933 or to any applicable State laws; and

       (B) satisfactory assurances are received that the shares when issued will
    be duly listed on the New York Stock Exchange, Inc.

13. AMENDMENT OF THE PLAN

    The Board of Directors may amend the Plan; provided, however, that without
the approval of the stockholders the Board of Directors may not amend the Plan,
subject to Paragraph 10, to (a) increase the maximum number of shares which may
be issued on exercise of Options or SARs or pursuant to Restricted Stock Awards
or Performance Awards granted under the Plan or (b) effect any change
inconsistent with Section 422 of the Code.


<PAGE>
14. EFFECT OF THE PLAN

    Neither the adoption of the Plan nor any action of the Board of Directors or
the Committee shall be deemed to give any person any right to be granted any
Option, a right to a Restricted Stock Award or a right to a Performance Award or
any rights hereunder except as may be evidenced by an Option agreement, Stock
Award agreement or Performance Award agreement, duly executed on behalf of the
Corporation, and then only to the extent and on the terms and conditions
expressly set forth therein.

15. GOVERNING LAW

    The Plan, each Option, Restricted Stock Award and Performance Award and the
related agreement, and all determinations made and actions taken pursuant
thereto, to the extent not otherwise governed by the Code or the laws of the
United States, shall be governed by the laws of the State of Delaware and
construed in accordance therewith without giving effect to principles of
conflicts of laws.

16. FOREIGN EMPLOYEES

    Without amending the Plan, the Committee may grant awards to eligible
persons who are foreign nationals on such terms and conditions different from
those specified in the Plan as may in the judgment of the Committee be necessary
or desirable to foster and promote achievement of the purposes of the Plan and,
in furtherance of such purposes the Committee may make such modifications,
amendments, procedures, subplans and the like as may be necessary or advisable
to comply with provisions of laws in other countries or jurisdictions in which
the Company or its subsidiaries operates or has employees.