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                                                                   EXHIBIT 10.34

                           WESTERN DIGITAL CORPORATION

                        BROAD-BASED STOCK INCENTIVE PLAN

SECTION 1. PURPOSE OF PLAN

        The purpose of this Broad-Based Stock Incentive Plan ("Plan") of Western
Digital Corporation, a Delaware corporation, is to enable the Company, as
defined in Section 2.2(a)(ii) hereof, to attract, retain and motivate its key
employees and other personnel, and to further align the interests of such
persons with those of the shareholders of the Company, by providing for or
increasing their proprietary interest in the Company. This plan is intended to
qualify as "broadly-based" under the New York Stock Exchange Shareholder
Approval Policy.

SECTION 2. ADMINISTRATION OF THE PLAN

        2.1 Composition of Committee. The Plan shall be administered by the
Compensation Committee of the Board of Directors, and/or by the Board of
Directors or another committee of the Board of Directors of the Company, as
appointed from time to time by the Board of Directors (any such administrative
body, the "Committee"). The Board of Directors shall fill vacancies on, and from
time to time may remove or add members to, the Committee. The Committee shall
act pursuant to a majority vote or unanimous written consent. Notwithstanding
the foregoing, with respect to any Award that is not intended to satisfy the
conditions of Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") or Section 162(m)(4)(C) of the Internal Revenue Code of
1986, as amended (the "Code"), the Committee may appoint one or more separate
committees (any such committee, a "Subcommittee") composed of one or more
directors of the Company (who may but need not be members of the Committee) and
may delegate to any such Subcommittee(s) the authority to grant Awards, as
defined in Section 5.1 hereof, under the Plan to Eligible Employees, as defined
in Section 4 hereof, to determine all terms of such Awards, and/or to administer
the Plan or any aspect of it. Any action by any such Subcommittee within the
scope of such delegation shall be deemed for all purposes to have been taken by
the Committee. The Committee may designate or delegate authority to the
Secretary of the Company or other Company employees to assist the Committee in
the administration of the Plan, and may grant authority to such persons to
execute agreements evidencing Awards made under this Plan or other documents
entered into under this Plan on behalf of the Committee or the Company.

        2.2 Powers of the Committee. Subject to the express provisions of this
Plan, the Committee shall be authorized and empowered to do all things necessary
or desirable in connection with the administration of this Plan with respect to
the Awards over which such Committee has authority, including, without
limitation, the following:

            (a) to prescribe, amend and rescind rules and regulations relating
to this Plan and to define terms not otherwise defined herein; provided that,
unless the Committee shall specify otherwise, for purposes of this Plan, and the
term "Company" shall mean Western Digital Corporation and its subsidiaries and
affiliates, unless the context otherwise requires;


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            (b) to determine which persons are Eligible Employees (as defined in
Section 4 hereof), to which of such Eligible Employees, if any, Awards shall be
granted hereunder, to make Awards under the Plan and to determine the terms of
such Awards and the timing of any such Awards;

            (c) to determine the number of Shares subject to Awards and the
exercise or purchase price of such Shares;

            (d) to establish and verify the extent of satisfaction of any
performance goals applicable to Awards;

            (e) to prescribe and amend the terms of the agreements or other
documents evidencing Awards made under this Plan (which need not be identical);

            (f) to determine whether, and the extent to which, adjustments are
required pursuant to Section 11 hereof;

            (g) to interpret and construe this Plan, any rules and regulations
under the Plan and the terms and conditions of any Award granted hereunder, and
to make exceptions to any such provisions in good faith and for the benefit of
the Company; and

            (h) to make all other determinations deemed necessary or advisable
for the administration of the Plan.

        2.3 Determinations of the Committee. All decisions, determinations and
interpretations by the Committee or the Board regarding the Plan shall be final
and binding on all Eligible Employees and Participants, as defined in Section 4
hereof. The Committee or the Board, as applicable, shall consider such factors
as it deems relevant, in its sole and absolute discretion, to making such
decisions, determinations and interpretations including, without limitation, the
recommendations or advice of any officer of the Company or Eligible Employee and
such attorneys, consultants and accountants as it may select.

SECTION 3. STOCK SUBJECT TO PLAN

        3.1 Aggregate Limits. Subject to adjustment as provided in Section 10,
at any time, the aggregate number of shares of the Company's common stock, $0.01
par value ("Shares"), issued pursuant to all Awards granted under this Plan
shall not exceed 20,000,000. The Shares subject to the Plan may be either Shares
reacquired by the Company, including Shares purchased in the open market, or
authorized but unissued Shares.

        3.2 Issuance of Shares. For purposes of Section 3.1, the aggregate
number of Shares issued under this Plan at any time shall equal only the number
of Shares actually issued upon exercise or settlement of an Award and not
returned to the Company upon cancellation, expiration or forfeiture of an Award
or delivered (either actually or by attestation) in payment or satisfaction of
the purchase price, exercise price or tax obligation of an Award.


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SECTION 4. PERSONS ELIGIBLE UNDER PLAN

        Any person who is an (i) employee, (ii) prospective employee, (iii)
consultant, or (iv) advisor of the Company (an "Eligible Employee") shall be
eligible to be considered for the grant of Awards hereunder. For purposes of
this Plan, the Chairman of the Board's status as an Employee shall be determined
by the Board. For purposes of the administration of Awards, the term "Eligible
Employee" shall also include a former Eligible Employee or any person (including
any estate) who is a beneficiary of a former Eligible Employee. A "Participant"
is any Eligible Employee to whom an Award has been made and any person
(including any estate) to whom an Award has been assigned or transferred
pursuant to Section 9.1.

SECTION 5. PLAN AWARDS

        5.1 Award Types. The Committee, on behalf of the Company, is authorized
under this Plan to enter into certain types of arrangements with Eligible
Employees and to confer certain benefits on them. The following such
arrangements or benefits are authorized under the Plan if their terms and
conditions are not inconsistent with the provisions of the Plan: Stock Options,
Restricted Stock and Stock Units. Such arrangements and benefits are sometimes
referred to herein as "Awards." The authorized types of arrangements and
benefits for which Awards may be granted are defined as follows:

                Stock Option Awards: A Stock Option is a right granted under
        Section 6 to purchase a number of Shares at such exercise price, at such
        times, and on such other terms and conditions as are specified in or
        determined pursuant to the document(s) evidencing the Award (the "Option
        Agreement"). Options intended to qualify as Incentive Stock Options
        ("ISOs") pursuant to Code Section 422 may not be granted under this
        Plan.

                Restricted Stock Awards: Restricted Stock is an award of Shares
        made under Section 7, the grant, issuance, retention and/or vesting of
        which is subject to such conditions as are expressed in the document(s)
        evidencing the Award (the "Restricted Stock Agreement").

                Stock Unit Awards: A Stock Unit Award is an award of a right to
        receive the fair market value of one share of Common Stock made under
        Section 8, the grant, issuance, retention and/or vesting of which is
        subject to such conditions as are expressed in the document(s)
        evidencing the Award (the "Stock Unit Agreement").

        5.2 Grants of Awards. An Award may consist of one such arrangement or
benefit or two or more of them in tandem or in the alternative.

SECTION 6. STOCK OPTION AWARDS

        The Committee may grant an Option or provide for the grant of an Option,
either from time-to-time in the discretion of the Committee or automatically
upon the occurrence of specified events, including, without limitation, the
achievement of performance goals, the satisfaction of an event or condition
within the control of the recipient of the Award, within the control of others
or not within any person's control.


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        6.1 Option Agreement. Each Option Agreement shall contain provisions
regarding (a) the number of Shares which may be issued upon exercise of the
Option, (b) the purchase price of the Shares and the means of payment for the
Shares, (c) the term of the Option, (d) such terms and conditions of
exercisability as may be determined from time to time by the Committee, (e)
restrictions on the transfer of the Option and forfeiture provisions, and (f)
such further terms and conditions, in each case not inconsistent with the Plan
as may be determined from time to time by the Committee.

        6.2 Option Price. The purchase price per Share of the Shares subject to
each Option granted under the Plan shall equal or exceed 100% of the fair market
value of such Stock on the date the Option is granted, unless the Committee
determines otherwise.

        6.3 Option Term. The "Term" of each Option granted under the Plan shall
not exceed ten (10) years from the date of its grant.

        6.4 Option Vesting. Options granted under the Plan shall be exercisable
at such time and in such installments during the period prior to the expiration
of the Option's Term as determined by the Committee in its sole discretion. The
Committee shall have the right to make the timing of the ability to exercise any
Option granted under the Plan subject to such performance requirements as deemed
appropriate by the Committee. At any time after the grant of an Option the
Committee may, in its sole discretion, reduce or eliminate any restrictions
surrounding any Participant's right to exercise all or part of the Option.

        6.5 Option Exercise.

            (a) Partial Exercise. An exercisable Option may be exercised in
whole or in part. However, an Option shall not be exercisable with respect to
fractional Shares and the Committee may require, by the terms of the Option
Agreement, a partial exercise to include a minimum number of Shares.

            (b) Manner of Exercise. All or a portion of an exercisable Option
shall be deemed exercised upon delivery to the representative of the Company
designated for such purpose by the Committee all of the following: (i) notice of
exercise in such form as the Committee authorizes specifying the number of
Shares to be purchased by the Participant, (ii) payment or provision for payment
of the exercise price for such number of Shares, (iii) such representations and
documents as the Committee, in its sole discretion, deems necessary or advisable
to effect compliance with all applicable provisions of the Securities Act of
1933, as amended, and any other federal, state or foreign securities laws or
regulations, (iv) in the event that the Option shall be exercised pursuant to
Section 9.1 by any person or persons other than the Eligible Employee,
appropriate proof of the right of such person or persons to exercise the Option,
and (v) such representations and documents as the Committee, in its sole
discretion, deems necessary or advisable to provide for the tax withholding
pursuant to Section 12. Unless provided otherwise by the Committee, no
Participant shall have any right as a shareholder with respect to any Shares
purchased pursuant to any Option until the registration of Shares in the name of
such person, and no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such Shares are
so registered.


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            (c) Payment of Exercise Price. The exercise price of an Option may
be paid in such form as authorized by the Committee, including, without limiting
the generality of the foregoing, in the form of one of more of the following,
either through the terms of the Option Agreement or at the time of exercise of
an Option: (i) cash or certified or cashiers' check, (ii) shares of capital
stock of the Company that have been held by the Participant for such period of
time as the Committee may specify, (iii) other property deemed acceptable by the
Committee, (iv) a reduction in the number of Shares or other property otherwise
issuable pursuant to such Option, or (v) any combination of (i) through (iv).

SECTION 7. RESTRICTED STOCK AWARDS

        Restricted Stock consists of an award of Shares, the grant, issuance,
retention and/or vesting of which shall be subject to such terms and conditions
as the Committee deems appropriate.

        7.1 Restricted Stock Award. Each Restricted Stock Award shall reflect,
to the extent applicable (a) the number of Shares subject to such Award or a
formula for determining such, (b) the time or times at which Shares shall be
granted or issued and/or become retainable or vested, and the conditions or
restrictions on such Shares, (c) the performance criteria, if any, and level of
achievement versus these criteria which shall determine the number of Shares
granted, issued, retainable and/or vested, (d) the period, if any, as to which
performance shall be measured for determining achievement of performance, (e)
forfeiture provisions, and (f) such further terms and conditions, in each case
not inconsistent with the Plan as may be determined from time to time by the
Committee.

        7.2 Restrictions and Performance Criteria. The grant, issuance,
retention and/or vesting of each Restricted Stock Award may but need not be
subject to such performance criteria and level of achievement versus these
criteria as the Committee shall determine, which criteria may be based on
financial performance, personal performance evaluations and/or completion of
service by the Participant.

        7.3 Timing and Form of Award. The Committee shall determine the timing
of award of any Restricted Stock Award. The Committee may provide for or,
subject to such terms and conditions as the Committee may specify, may permit a
Participant to elect for the award or vesting of any Restricted Stock to be
deferred to a specified date or event. The Committee may provide for a
Participant to have the choice for his or her Restricted Stock, or such portion
thereof as the Committee may specify, to be granted in whole or in part in Stock
Units.

        7.4 Discretionary Adjustments. Notwithstanding satisfaction of any
completion of service or performance goals, the number of Shares granted,
issued, retainable and/or vested under a Restricted Stock Award on account of
either financial performance or personal performance evaluations may be reduced
by the Committee on the basis of such further considerations as the Committee in
its sole discretion shall determine.


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SECTION 8. STOCK UNITS

        8.1 Stock Units. A "Stock Unit" is a bookkeeping entry representing an
amount equivalent to the fair market value of one share of Common Stock, also
sometimes referred to as a "restricted unit" or "shadow stock". Stock Units
represent an unfunded and unsecured obligation of the Company, except as
otherwise provided for by the Committee.

        8.2 Stock Unit Awards. Each Stock Unit Award shall reflect, to the
extent applicable (a) the number of Stock Units subject to such Award or a
formula for determining such, (b) the time or times at which Stock Units shall
be granted or issued and/or become retainable or vested, and the conditions or
restrictions on such Stock Units , (c) the performance criteria, if any, and
level of achievement versus these criteria which shall determine the number of
Stock Units granted, issued, retainable and/or vested, (d) the period, if any,
as to which performance shall be measured for determining achievement of
performance, (e) forfeiture provisions, and (f) such further terms and
conditions, in each case not inconsistent with the Plan as may be determined
from time to time by the Committee. Stock Units may also be issued upon exercise
of Options, and may be issued in lieu of Restricted Stock or any other Award
that the Committee elects to be paid in the form of Stock Units.

        8.3 Restrictions and Performance Criteria. The grant, issuance,
retention and or vesting of each Stock Unit may but need not be subject to such
performance criteria and level of achievement versus these criteria as the
Committee shall determine, which criteria may be based on financial performance,
personal performance evaluations and/or completion of service by the
Participant.

        8.4 Timing and Form of Award. The Committee shall determine the timing
of award of any Stock Unit. The Committee may provide for or, subject to such
terms and conditions as the Committee may specify, may permit a Participant to
elect for the award or vesting of any Stock Unit to be deferred to a specified
date or event. The Committee may provide for a Participant to have the choice
for his or her Stock Unit, or such portion thereof as the Committee may specify,
to be granted in whole or in part in Shares.

        8.5 Settlement of Stock Units. The Committee may provide for Stock Units
to be settled in cash or Shares (at the election of the Company or the
Participant, as specified by the Committee) and to be made at such other times
as it determines appropriate or as it permits a Participant to choose. The
amount of cash or Shares, or other settlement medium, to be so distributed may
be increased by an interest factor or by dividend equivalents, as the case may
be, which may be valued as if reinvested in Shares. Until a Stock Unit is
settled, the number of Shares represented by a Stock Unit shall be subject to
adjustment pursuant to Section 10.

        8.6 Discretionary Adjustments. Notwithstanding satisfaction of any
completion of service or performance goals, the number of Stock Units granted,
issued, retainable and/or vested under a Stock Unit Award on account of either
financial performance or personal performance evaluations may be reduced by the
Committee on the basis of such further considerations as the Committee in its
sole discretion shall determine.


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SECTION 9. OTHER PROVISIONS APPLICABLE TO AWARDS

        9.1 Transferability. Unless the agreement evidencing an Award (or an
amendment thereto authorized by the Committee) expressly states that it is
transferable as provided hereunder, no Award granted under the Plan, nor any
interest in such Award, may be sold, assigned, conveyed, gifted, pledged,
hypothecated or otherwise transferred in any manner, other than by will or the
laws of descent and distribution, prior to the vesting or lapse of any and all
restrictions applicable to any Shares issued under an Award. The Committee may
in its sole discretion grant an Award or amend an outstanding Award to provide
that the Award is transferable or assignable to a Permitted Transferee (as
defined below), provided that following any such transfer or assignment the
Award will remain subject to substantially the same terms applicable to the
Award while held by the Eligible Employee, as modified as the Committee in its
sole discretion shall determine appropriate, and the Participant shall execute
an agreement agreeing to be bound by such terms. As used herein, the term
"Permitted Transferee" shall mean (i) in the case of a transfer without the
payment of any consideration, any "family member" as such term is defined in
Section 1(a)(5) of the General Instructions to Form S-8 under the 1933 Act as in
effect on the date this Plan is adopted, (ii) any transfer described in clause
(ii) of Section 1(a)(5) of the General Instructions to Form S-8 under the 1933
Act as in effect on the date this Plan is adopted, and (iii) upon the Eligible
Employee's death, the Eligible Employee's executors, administrators,
testamentary trustees, legatees and beneficiaries.

        9.2 Dividends. Unless otherwise provided by the Committee, no adjustment
shall be made in Shares issuable under Awards on account of cash dividends which
may be paid or other rights which may be issued to the holders of Shares prior
to their issuance under any Award. The Committee shall specify whether dividends
or dividend equivalent amounts shall be paid to any Participant with respect to
the Shares subject to any Award that have not vested or been issued or that are
subject to any restrictions or conditions on the record date for dividends.

        9.3 Agreements Evidencing Awards. The Committee shall, subject to
applicable law, determine the date an Award is deemed to be granted, which for
purposes of this Plan shall not be affected by the fact that an Award is
contingent on subsequent stockholder approval of the Plan. The Committee or,
except to the extent prohibited under applicable law, its delegate(s) may
establish the terms of agreements evidencing Awards under this Plan and may, but
need not, require as a condition to any such agreement's effectiveness that such
agreement be executed by the Participant and that such Participant agree to such
further terms and conditions as specified in such agreement. The grant of an
Award under this Plan shall not confer any rights upon the Participant holding
such Award other than such terms, and subject to such conditions, as are
specified in this Plan as being applicable to such type of Award (or to all
Awards) or as are expressly set forth in the Agreement evidencing such Award.

        9.4 Tandem Stock or Cash Rights. Either at the time an Award is granted
or by subsequent action, the Committee may, but need not, provide that an Award
shall contain as a term thereof, a right, either in tandem with the other rights
under the Award or as an alternative thereto, of the Participant to receive,
without payment to the Company, a number of Shares, cash or a combination
thereof, the amount of which is determined by reference to the value of the
Award; provided, however, that the number of such rights granted under any Award
shall not exceed the per Eligible Employee share limitation for such Award as
set forth in Section 3.2.

        9.5 Financing. The Committee may in its discretion provide financing to
a Participant in a principal amount sufficient to pay the purchase price of any
Award and/or to pay the amount of taxes required by law to be withheld with
respect to any Award. Any such loan shall be subject to all applicable legal
requirements and restrictions pertinent thereto, including Regulation U
promulgated by the Federal Reserve Board. The grant of an Award shall in no way
obligate the Company or the Committee to provide any financing whatsoever in
connection therewith.


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SECTION 10. CHANGES IN CAPITAL STRUCTURE

        If the outstanding securities of the class then subject to this Plan are
increased, decreased or exchanged for or converted into cash, property or a
different number or kind of shares or securities, or if cash, property or shares
or securities are distributed in respect of such outstanding securities, in
either case as a result of a reorganization, merger, consolidation,
recapitalization, restructuring, reclassification, dividend (other than a
regular, quarterly cash dividend) or other distribution, stock split, reverse
stock split, spin-off or the like, or if substantially all of the property and
assets of the Company are sold, then, unless the terms of such transaction shall
provide otherwise, the Committee may make appropriate and proportionate
adjustments in (i) the number and type of shares or other securities or cash or
other property that may be acquired pursuant to Awards theretofore granted under
this Plan and the exercise or settlement price of such Awards, and (ii) the
maximum number and type of shares or other securities that may be issued
pursuant to such Awards thereafter granted under this Plan.

SECTION 11. CHANGE OF CONTROL

        11.1 Effect of Change of Control. The Committee may through the terms of
the Award or otherwise provide that any or all of the following shall occur,
either immediately upon the Change of Control or a Change of Control
Transaction, or upon termination of the Eligible Employee's employment within
twenty-four (24) months following a Change of Control or a Change of Control
Transaction: (a) in the case of an Option, the Participant's ability to exercise
any portion of the Option not previously exercisable, and (b) in the case
Restricted Stock or Stock Units, the lapse and expiration of any conditions to
the grant, issuance, retention, vesting or transferability of, or any other
restrictions applicable to, such Award. The Committee also may, through the
terms of the Award or otherwise, provide for an absolute or conditional
exercise, payment or lapse of conditions or restrictions on an Award which shall
only be effective if, upon the announcement of a Change of Control Transaction,
no provision is made in such Change of Control Transaction for the exercise,
payment or lapse of conditions or restrictions on the Award, or other procedure
whereby the Participant may realize the full benefit of the Award.

        11.2 Definitions. Unless the Committee or the Board shall provide
otherwise, "Change of Control" shall mean an occurrence of any of the following
events (a) any Person (other than an Exempt Person), alone or together with its
Affiliates and Associates, including any group of Persons which is deemed a
"person" under Section 13(d)(3) of the Exchange Act, becomes the Beneficial
Owner, directly or indirectly, of thirty-three and one-third percent or more of
(i) the then-outstanding shares of the Company's common stock or (ii) securities
representing thirty-three and one-third percent or more of the combined voting
power of the Company's then-outstanding voting securities; (b) a change, during
any period of two consecutive years, of a majority of the Board of the Company
as constituted as of the beginning of such period, unless the election, or
nomination for election by the Company's stockholders, of each director who was
not a director at the beginning of such period was approved by vote of at least
two-thirds of the


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Incumbent Directors then in office (for purposes hereof, "Incumbent Directors"
shall consist of the directors holding office as of the effective date of this
Plan and any person becoming a director subsequent to such date whose election,
or nomination for election by the Company's stockholders, is approved by a vote
of at least a majority of the Incumbent Directors then in office); (c)
consummation of any merger, consolidation, reorganization or other extraordinary
transactions (or series of related transactions) involving the Company which
results in the stockholders of the Company having power to vote in the ordinary
election of directors immediately prior to such transaction (or series of
related transactions) failing to beneficially own at least a majority of the
securities of the Company having the power to note in the ordinary election of
directors which are outstanding after giving effect to such transaction (or
series of related transactions); or (d) the stockholders of the Company approve
a plan of complete liquidation of the Company or the sale of substantially all
of the assets of the Company. "Change of Control Transaction" shall include any
tender offer, offer, exchange offer, solicitation, merger, consolidation,
reorganization or other transaction which is intended to or reasonably expected
to result in a Change of Control. "Affiliate" and "Associate", when used with
reference to any Person, have the meaning given to such terms in Rule 12b-2
under the Exchange Act. A Person's "Beneficial Ownership" of securities shall be
determined in accordance with, and a Person shall be deemed the "Beneficial
Owner" in accordance with, the rules and regulations, including Rule 13d-3,
promulgated by the Securities and Exchange Commission in connection with Section
13(d) of the Exchange Act; provided that no Person engaged in business as an
underwriter of securities shall be deemed for purposes of this Plan as the
Beneficial Owner of any securities acquired through such Person's participation
in good faith in a firm commitment underwriting until the expiration of forty
days after the date of such acquisition. "Exempt Person" means the Company, any
Subsidiary, any employee benefit plan or employee stock plan of the Company or
any Subsidiary (or any Person organized, appointed or established by the Company
or any Subsidiary for or pursuant to the terms of any such plan). "Person" means
an individual, a corporation, a partnership, an association, a trust, an
unincorporated organization or any other entity. "Subsidiary" means any
corporation or other entity of which securities or other ownership interests
having ordinary voting power sufficient to elect a majority of the directors of
such corporation (or other persons performing similar functions) are directly or
indirectly Beneficially Owned by the Company.

SECTION 12. TAXES

        12.1 Withholding Requirements. The Committee may make such provisions or
impose such conditions as it may deem appropriate for the withholding or payment
by the Employee or Participant, as appropriate, of any taxes which it determines
are required in connection with any Awards granted under this Plan, and a
Participant's rights in any Award are subject to satisfaction of such
conditions.

        12.2 Payment of Withholding Taxes. Notwithstanding the terms of Section
12.1 hereof, the Committee may provide in the agreement evidencing an Award or
otherwise that all or any portion of the taxes required to be withheld by the
Company or, if permitted by the Committee, desired to be paid by the
Participant, in connection with the exercise of an Option or the exercise,
vesting, settlement or transfer of any other Award shall be paid or, at the
election of the Participant, may be paid by the Company withholding shares of
the Company's capital stock otherwise issuable or subject to such Award, or by
the Participant delivering previously owned


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shares of the Company's capital stock, in each case having a fair market value
equal to the amount required or elected to be withheld or paid. Any such
elections are subject to such conditions or procedures as may be established by
the Committee and may be subject to disapproval by the Committee.

SECTION 13. AMENDMENTS OR TERMINATION

        The Board may amend, alter or discontinue the Plan or any agreement
evidencing an Award made under the Plan, in its sole discretion, and the
Committee may amend, alter or discontinue any agreement evidencing an Award
under the Plan, and may, without limiting the generality of the foregoing:

             (a) increase the maximum number of shares of Common Stock for which
Awards may be granted under the Plan;

             (b) reduce the exercise price of outstanding Options;

             (c) after the date of a Change of Control, impair the rights of any
Award holder, without such holder's consent, under any Award granted prior to
the date of any Change of Control; or

             (d) extend the term of the Plan;

provided, however, that the Board shall not materially reduce the class of
persons eligible to be Participants unless it no longer intends for the Plan to
qualify as "broadly-based" under the New York Stock Exchange Shareholder
Approval Policy and takes appropriate actions to obtain shareholder approval of
the Plan if required under such policy.

SECTION 14. COMPLIANCE WITH OTHER LAWS AND REGULATIONS.

        The Plan, the grant and exercise of Awards thereunder, and the
obligation of the Company to sell, issue or deliver Shares under such Awards,
shall be subject to all applicable federal, state and foreign laws, rules and
regulations and to such approvals by any governmental or regulatory agency as
may be required. The Company shall not be required to register in a
Participant's name or deliver any Shares prior to the completion of any
registration or qualification of such Shares under any federal, state or foreign
law or any ruling or regulation of any government body which the Committee
shall, in its sole discretion, determine to be necessary or advisable. This Plan
is intended to constitute an unfunded arrangement for key employees.

        No Option shall be exercisable unless a registration statement with
respect to the Option is effective or the Company has determined that such
registration is unnecessary. Unless the Awards and Shares covered by this Plan
have been registered under the Securities Act of 1933, as amended, or the
Company has determined that such registration is unnecessary, each person
receiving an Award and/or Shares pursuant to any Award may be required by the
Company to give a representation in writing that such person is acquiring such
Shares for his or her own account for investment and not with a view to, or for
sale in connection with, the distribution of any part thereof.


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SECTION 15. OPTION GRANTS BY SUBSIDIARIES

        In the case of a grant of an Option to any Eligible Employee employed by
a subsidiary or affiliate, such grant may, if the Committee so directs, be
implemented by the Company issuing any subject Shares to the subsidiary or
affiliate, for such lawful consideration as the Committee may determine, upon
the condition or understanding that the subsidiary or affiliate will transfer
the Shares to the optionholder in accordance with the terms of the Option
specified by the Committee pursuant to the provisions of the Plan.
Notwithstanding any other provision hereof, such Option may be issued by and in
the name of the subsidiary or affiliate and shall be deemed granted on such date
as the Committee shall determine.

SECTION 16. NO RIGHT TO COMPANY EMPLOYMENT

        Nothing in this Plan or as a result of any Award granted pursuant to
this Plan shall confer on any individual any right to continue in the employ of
the Company or interfere in any way with the right of the Company to terminate
an individual's employment at any time. The Award agreements may contain such
provisions as the Committee may approve with reference to the effect of approved
leaves of absence.

SECTION 17. EFFECTIVENESS AND EXPIRATION OF PLAN

        The Plan shall be effective on the date the Board adopts the Plan. No
Stock Option Award, Restricted Stock Award or Stock Unit shall be granted
pursuant to the Plan more than ten (10) years after the effective date of the
Plan.

SECTION 18. NON-EXCLUSIVITY OF THE PLAN

        The adoption of the Plan by the Board shall not be construed as creating
any limitations on the power of the Board or the Committee to adopt such other
incentive arrangements as it or they may deem desirable, including without
limitation, the granting of restricted stock or stock options otherwise than
under the Plan, and such arrangements may be either generally applicable or
applicable only in specific cases.

SECTION 19. GOVERNING LAW

        This Plan and any agreements hereunder shall be interpreted and
construed in accordance with the laws of the State of Delaware and applicable
federal law. The Committee may provide that any dispute as to any Award shall be
presented and determined in such forum as the Committee may specify, including
through binding arbitration. Any reference in this Plan or in the agreement
evidencing any Award to a provision of law or to a rule or regulation shall be
deemed to include any successor law, rule or regulation of similar effect or
applicability.


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