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                             NEW WORLD PASTA COMPANY
                       1999 STOCK OPTION PLAN, AS AMENDED


         1.       Purpose: Types of Awards.
                  ------------------------

         The purposes of the 1999 New World Pasta Company Long-Term Incentive
Plan (the "Plan") are to afford an incentive to selected employees, directors
and consultants of New World Pasta Company (the "Company") or any Subsidiary or
Affiliate that now exists or hereafter is organized or acquired, to continue as
employees, directors or consultants, as the case may be, to increase their
efforts on behalf of the Company and to promote the success of the Company's
business. Pursuant to the Plan, there may be granted stock options (including
"incentive stock options" and "nonqualified stock options"), stock appreciation
rights (either in connection with stock options granted under the Plan or
independently of stock options) and restricted stock.

         2.       Definitions.

         For purposes of the Plan, the following terms shall be defined as set
forth below:

          (a) "Affiliate" means an affiliate of the Company, as defined in Rule
     12b-2 promulgated under Section 12 of the Exchange Act.

          (b) "Award" means any Option granted under the Plan.

          (c) "Award Agreement" means any written agreement, contract, or other
     instrument or document evidencing an Award.

          (d) "Beneficial Owner" means any beneficial owner of securities within
     the meaning of Rule 1 3d-3 promulgated under the Exchange Act.

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

          (f) "Cause" (i) for any person receiving an Award under the Plan who
     also has an employment agreement with the Company, shall have the meaning
     set forth in such employment agreement and (ii) for any other person
     receiving an Award under the Plan, means the determination, in good faith,
     by the Board, after notice to Grantee and a reasonable opportunity to cure,
     that one or more of the following events has occurred:

               (i) Grantee has failed to perform his material duties for the
          Company in a reasonably satisfactory manner;

               (ii) any reckless or grossly negligent act by Grantee materially
          injuring the interest, business or reputation of the Company, or any
          of its parent, Subsidiaries or Affiliates;
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               (iii) Grantee's commission of any felony (including entry of a
          nolo contendere plea); or
          ---- ----------

               (iv) any misappropriation or embezzlement of the property of the
          Company, or any of its parent, Subsidiaries or Affiliates.

          (g) "Change in Control" means the occurrence of any of the following
     events:

               (i) any Person, other than New World Pasta, LLC, a Delaware
          limited liability company, or its Affiliates, becomes a Beneficial
          Owner of more than fifty percent (50%) of the combined voting power of
          the then outstanding voting securities of the Company entitled to vote
          generally in the election of directors;

               (ii) there is consummated a merger or consolidation of the
          Company or any direct or indirect subsidiary of the Company with any
          other Company, other than a merger or consolidation that would result
          in the voting securities of the Company outstanding immediately prior
          to such merger or consolidation continuing to represent (either by
          remaining outstanding or by being converted into voting securities of
          the surviving entity or any parent thereof) at least fifty percent
          (50%) of the combined voting power of the securities of the Company or
          such surviving entity or any parent thereof outstanding immediately
          after such merger or consolidation;

               (iii) the stockholders of the Company approve a plan of complete
          liquidation or dissolution of the Company or there is consummated an
          agreement for the sale or disposition by the Company of all or
          substantially all of the Company's assets; or

               (iv) the following individuals cease for any reason to constitute
          a majority of the number of directors then serving: individuals who,
          as of January 30, 1999, constitute the Board and any new director
          (other than a director whose initial assumption of office is in
          connection with an actual or threatened election contest, including
          but not limited to a consent solicitation, relating to the election of
          directors of the Company) whose appointment or election by the Board
          or nomination for election by the Company's stockholders was approved
          or recommended by a vote of at least a majority of the directors then
          still in office who either were directors on January 30, 1999 or whose
          appointment, election or nomination for election was previously so
          approved or recommended.

          (h) "Code" means the Internal Revenue Code of 1986, as amended from
     time to time.


          (i) "Committee" means the Compensation Committee established by the
     Board.

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          (j) "Company" means New World Pasta Company or any successor
     corporation.

          (k) "Effective Date" means January 28, 1999, the date that the Plan
     was adopted by the Board.

          (l) "Exchange Act" means the Securities Exchange Act of 1934, as
     amended from time to time, and as now or hereafter construed, interpreted
     and applied by regulations, rulings and cases.

          (m) "Fair Market Value" means, with respect to Stock or other
     property, the fair market value of such Stock or other property determined
     by such methods or procedures as shall be established from time to time by
     the Committee. Unless otherwise determined by the Committee in good faith,
     the per share Fair Market Value of Stock as of a particular date shall mean
     (i) the closing sales price per share of Stock on the national securities
     exchange on which the Stock is principally traded, for the last preceding
     date on which there was a sale of such Stock on such exchange, or (ii) if
     the shares of Stock are then traded in an over-the-counter market, the
     average of the closing bid and asked prices for the shares of Stock in such
     over-the-counter market for the last preceding date on which there was a
     sale of such Stock in such market, or (iii) if the shares of Stock are not
     then listed on a national securities exchange or traded in an
     over-the-counter market, such value as the Committee, in its reasonable
     discretion, shall determine.

          (n) "Grantee" means a person who, as an employee or director of, or
     independent contractor with respect to, the Company, a Subsidiary or an
     Affiliate, has been granted an Award under the Plan.

          (o) "ISO" means any Option intended to be and designated as an
     incentive stock option within the meaning of Section 422 of the Code.

          (p) "NQSO" means any Option that is designated as a nonqualified stock
     option.

          (q) "Option" means a right, granted to a Grantee under Section 6(c),
     to purchase shares of Stock. An Option may be either an ISO or an NQSO;
     provided that ISOs may be granted only to employees of the Company or a
     Subsidiary.

          (r) "Person" means any person within the meaning of Section 13(d)(3)
     or 14(d)(2) of the Exchange Act.

          (s) "Plan" means this New World Pasta Company 1999 Long-Term Incentive
     Plan, as amended from time to time.

          (t) "Stock" means shares of the common stock, par value $.01 per
     share, of the Company.

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          (u) "Stockholders Agreement" means the Stockholders Agreement, dated
     as of January 28, 1999, among the Company, New World Pasta LLC, Miller
     Pasta LLC, Hershey Foods Corporation and the other signatories thereto.

          (v) "Subsidiary" means any corporation in an unbroken chain of
     corporations beginning with the Company if, at the time of granting of an
     Award, each of the corporations (other than the last corporation in the
     unbroken chain) owns stock possessing 50% or more of the total combined
     voting power of all classes of stock in one of the other corporations in
     the chain.

          (w) "Ten Percent Stockholder" means a Grantee who, at the time an ISO
     is granted, owns stock possessing more than ten percent (10%) of the total
     combined voting power of all classes of stock of the Company.

         3.       Administration.

         The Plan shall be administered by the Committee. The Committee shall
have the authority in its discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Awards; to determine the persons to whom and
the time or times at which Awards shall be granted; to determine the type and
number of Awards to be granted, the number of shares of Stock to which an Award
may relate and the terms, conditions and restrictions relating to any Award; to
determine whether, to what extent, and under what circumstances an Award may be
settled, cancelled, forfeited, exchanged, or surrendered; to make adjustments in
the terms and conditions applicable to Awards; to designate Affiliates; to
construe and interpret the Plan and any Award; to prescribe, amend and rescind
rules and regulations relating to the Plan; to determine the terms and
provisions of the Award Agreements (which need not be identical for each
Grantee); and to make all other determinations deemed necessary or advisable for
the administration of the Plan.

         The Committee may appoint a chairperson and a secretary and may make
such rules and regulations for the conduct of its business as it shall deem
advisable, and shall keep minutes of its meetings. All determinations of the
Committee shall be made by a majority of its members either present in person or
participating by conference telephone at a meeting or by written consent. The
Committee may delegate to one or more of its members or to one or more agents
such administrative duties as it may deem advisable, and the Committee or any
person to whom it has delegated duties as aforesaid may employ one or more
persons to render advice with respect to any responsibility the Committee or
such person may have under the Plan. All decisions, determinations and
interpretations of the Committee shall be final and binding on all persons,
including, without limitation, the Company, and any Subsidiary, Affiliate or
Grantee (or any person claiming any rights under the Plan from or through any
Grantee) and any stockholder.

         No member of the Board or Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or any Award
granted hereunder.

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         4.       Eligibility.
                  ------------

         Awards may be granted to selected employees, directors and consultants
of the Company and its present or future Subsidiaries and Affiliates, in the
discretion of the Committee. In determining the persons to whom Awards shall be
granted and the type of any Award (including the number of shares to be covered
by such Award), the Committee shall take into account such factors as the
Committee shall deem relevant in connection with accomplishing the purposes of
the Plan.

         5.       Stock Subject to the Plan.
                  --------------------------

                   (a) Number. The maximum number of shares of Stock reserved
                       ------
         for the grant or settlement of Awards under the Plan shall be
         1,057,232, subject to adjustment as provided herein. Such shares may,
         in whole or in part, be authorized but unissued shares or shares that
         shall have been or may be reacquired by the Company in the open market,
         in private transactions or otherwise. If any shares subject to an Award
         are forfeited, cancelled, exchanged or surrendered or if an Award
         otherwise terminates or expires without a distribution of shares to the
         Grantee, the shares of stock with respect to such Award shall, to the
         extent of any such forfeiture, cancellation, exchange, surrender,
         termination or expiration, again be available for Awards under the
         Plan. Upon the exercise of any Award granted in tandem with any other
         Awards or awards, such related Awards or awards shall be cancelled to
         the extent of the number of shares of Stock as to which the Award is
         exercised and, notwithstanding the foregoing, such number of shares
         shall no longer be available for Awards under the Plan.

                  (b) Certain Adjustments. In the event that any dividend or
                      -------------------
         other distribution (whether in the form of cash, Stock or other
         property), recapitalization, Stock split, reverse split,
         reorganization, merger, consolidation, spin-off, combination,
         repurchase, or share exchange, or other similar corporate transaction
         or event, affects the Stock such that an adjustment is appropriate
         under the Plan, then the Committee shall make such equitable changes or
         adjustments as it deems necessary or appropriate in the exercise of its
         reasonable discretion to any or all of (i) the number and kind of
         shares of Stock or other property (including cash) that may thereafter
         be issued in connection with Awards, (ii) the number and kind of shares
         of Stock or other property (including cash) issued or issuable in
         respect of outstanding Awards, (iii) the exercise price, grant price or
         purchase price relating to any Award; provided that, with respect to
         ISOs, such adjustment shall be made in accordance with Section 424(h)
         of the Code, and (iv) the individual limitations applicable to Awards.

                  (c) Certain Reduction to Awards. In the event that, at any
                      ---------------------------
         time or from time to time, the Company wishes to hire one or more
         additional employees after the date hereof and the Committee, with the
         concurrence of the Chief Executive officer, believes that such employee
         or employees should be granted Awards hereunder, such Awards shall be
         made, to the greatest extent possible, with respect to Stock which
         remains available for issuance under the Plan as a result of the
         forfeiture, cancellation, exchange, surrender,

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         termination or expiration of Awards previously granted under the Plan.
         To the extent that there is not sufficient Stock available to make any
         such Award, the number of shares of Stock issuable upon exercise of
         all then outstanding Options shall be reduced pro rata among all
         holders thereof in order to provide sufficient shares of Stock to
         grant such Award(s); provided, however, that in no event shall the
                              --------  -------
         number of shares of Stock initially issuable upon exercise of any
         Option be reduced by more than 15% in the aggregate.

         Notwithstanding the foregoing, the reduction provided hereby shall not
apply in order to grant Awards to new employees of the Company hired in
connection with any material acquisition by the Company of assets or stock of
one or more companies, whether by merger otherwise.

         6.       Specific Terms of Awards.
                  ------------------------

                  (a) General. The term of each Award shall be for such period
                      -------
         as may be determined by the Committee. Subject to the terms of the Plan
         and any applicable Award Agreement, payments to be made by the Company
         or a Subsidiary or Affiliate upon the grant, maturation or exercise of
         an Award may be made in such forms as the Committee shall determine at
         the date of grant or thereafter, including, without limitation, cash,
         Stock or other property, and may be made in a single payment or
         transfer, in installments or on a deferred basis. The Committee may
         make rules relating to installment or deferred payments with respect to
         Awards, including, without limitation, the rate of interest to be
         credited with respect to such payments. In addition to the foregoing,
         the Committee may impose on any Award or the exercise thereof, at the
         date of grant or thereafter, such additional terms and conditions, not
         inconsistent with the provisions of the Plan, as the Committee shall
         reasonably determine.

                  (b) Certain Restrictions. Notwithstanding anything in the Plan
                      --------------------
         to the contrary, the shares of Stock issued to any Grantee that is a
         party to the Stockholders' Agreement (or, in the case of Miller Pasta,
         LLC, the members of Miller Pasta, LLC who are officers or directors of
         the Company) (collectively, "Investor Grantees") upon exercise of each
         Option shall, to the extent of the rights, duties and obligations of
         such Grantee (or such member) under the Stockholders' Agreement, be
         subject to all terms and conditions set forth in the and, with respect
         to such persons; the Stockholders' Agreement is, to such extent, hereby
         incorporated by reference herein. As a condition to the exercise of any
         Option, (i) each Grantee that is not an Investor Grantee shall be
         required to execute and deliver to the Company executed copies of such
         documents, in form and substance reasonably satisfactory to the
         Committee, to the effect set forth in Article W (providing for
         substantially the same restrictions on Transfer as the Miller Pasta
         Controlling Members (as such terms are defined therein)) and Article V
         (but only with respect to Piggyback Registrations, as defined therein)
         of the Stockholders' Agreement and (ii) each Grantee shall be required
         to execute and deliver to the Company such written representations and
         other documents as may be necessary or reasonably desirable, in the
         opinion of the Committee, for purposes of compliance with federal or
         state securities or other laws. Any certificate or certificates
         representing shares of Stock subject to an

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         Award shall bear a legend substantially to the effect of the legend set
         forth in the Stockholders Agreement.

                  (c) Awards. The Committee is authorized to grant to Grantees
                      ------
         the following Awards under the Plan, as deemed by the Committee to be
         consistent with the purposes of the Plan. The Committee shall determine
         the terms and conditions of such Awards at the date of grant or
         thereafter. The Committee is authorized to grant Options to Grantees on
         the following terms and conditions:

                           (i) Type of Award. The Award Agreement evidencing the
                               -------------
                  grant of an Option under the Plan shall designate the Option
                  as an ISO or an NQSO.

                           (ii) Exercise Price. The exercise price per share of
                                --------------
                  Stock purchasable under an Option shall be determined by the
                  Committee; provided that, of the 1,057,232 shares of Stock
                             --------
                  reserved for the grant or settlement of Awards under the Plan,
                  660,762 shall have an exercise price of $10.00 per share and
                  396,470 shall have an exercise price of $73.50, and provided
                                                                      --------
                  further that in the case of an ISO, such exercise price shall
                          ----
                  be not less than the Fair Market Value of a share of Common
                  Stock on the date of grant of such Option. The date as of
                  which the Committee adopts a resolution expressly granting an
                  Option shall be considered the day on which such Option is
                  granted. In the Committee' reasonable discretion, following
                  the Initial Public Offering (as defined in the Stockholders
                  Agreement), the exercise price for Stock subject to an Option
                  may be paid in cash or by an exchange of Stock previously
                  owned by the Grantee, or a combination of both, in an amount
                  having a combined value equal to such exercise price. In the
                  Committee's reasonable discretion, a Grantee may elect to pay
                  all or a portion of the aggregate exercise price by cashless
                  exercise as provided below by giving notice of such exercise
                  to the Company. Upon receipt of a notice of cashless exercise,
                  the Company shall deliver to the Grantee (without payment by
                  the holder of any exercise price) that number of shares of
                  Stock that is equal to the quotient obtained by dividing (x)
                  the value of the Option or portion thereof on the exercise
                  date (determined by subtracting the aggregate exercise price
                  for the shares of Stock in effect on the exercise date from
                  the aggregate Fair Market Value of the shares of Stock by (y)
                  the Fair Market Value of one share of Company Common Stock. A
                  notice of "cashless exercise" shall state the number of shares
                  of Stock as to which the Option is being exercised.

                           (iii) Term and Exercisability of Options. Options
                                 ----------------------------------
                  shall become exercisable over the exercise period (which shall
                  not exceed ten years from the date of grant), at such times
                  and upon such conditions as the Committee may determine, as
                  reflected in the Award Agreement; provided that, the Committee
                                                    --------
                  shall have the authority to accelerate the exercisability of
                  any outstanding Option at such time and under such
                  circumstances as it, in its sole discretion, deems
                  appropriate. An Option may be exercised to the extent of any
                  or all full shares of Stock as to which the Option has become
                  exercisable, by giving written notice of such exercise to the
                  Committee or its designated agent.

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                           (iv) Termination of Employment, etc. An Option may
                                ------------------------------
                  not be exercised unless the Grantee is then in the employ of,
                  a director of, or maintains a consulting relationship with,
                  the Company or a Subsidiary or an Affiliate (or a company or a
                  parent or subsidiary company of such company issuing or
                  assuming the Option in a transaction to which Section 424(a)
                  of the Code applies), and unless the Grantee has remained
                  continuously so employed, or continuously maintained such
                  relationship, since the date of grant of the Option; provided
                                                                       --------
                  that, unless provided otherwise in the applicable Award
                  Agreement or otherwise determined by the Committee:

                                    (A) In case of termination of a Grantee's
                           employment or service with the Company, Affiliate or
                           a Subsidiary (i) due to the death or disability of
                           the Grantee, (ii) by the Company, Affiliate or a
                           Subsidiary without Cause or (iii) by the Grantee for
                           any reason, such Grantee's Option, only to the extent
                           then exercisable, shall remain exercisable as to the
                           number of shares of Stock for which it was
                           exercisable as of the date of termination for a
                           period of ninety days immediately following such
                           termination of employment or service and shall be
                           cancelled and terminated with respect to the
                           remainder of the shares of Stock subject thereto as
                           of the date of termination.

                                    (B) In case of termination of a Grantee's
                           employment or service with the Company, Affiliate or
                           a Subsidiary by the Company or a Subsidiary for
                           Cause, such Grantee's Option, whether or not then
                           exercisable, shall be cancelled and terminated as of
                           the date of such termination.

                                    (C) Notwithstanding anything to the contrary
                           in the Plan or any Award Agreement, in no event may
                           any Option be exercised after the expiration of the
                           term of such Option, as set forth in the applicable
                           Award Agreement.

                           (v)  Other Provisions. Options may be subject to
                                ----------------
                  such other conditions prescribe in its discretion or as may be
                  required by applicable law.

                           (vi) ISOs. Options granted as ISOs shall be subject
                                ----
                  to the following special terms and conditions, in addition to
                  the general terms and conditions specified herein.

                                    (A) Value of Shares. The aggregate Fair
                                        ---------------
                           Market Value (determined as of the date ISOs are
                           granted) of the shares of Common Stock with respect
                           to which ISOs granted under this Plan and all other
                           plans of the Company become exercisable for the first
                           time by each Grantee during any calendar year shall
                           not exceed $100,000.

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<PAGE>

                                    (B) Ten Percent Stockholder. In the case of
                                        -----------------------
                           an ISO granted to a Ten Percent Stockholder, (x) the
                           exercise price shall not be less than one hundred ten
                           percent (110%) of the Fair Market Value of the shares
                           of Common Stock on the date of grant of such ISO, and
                           (y) the exercise period shall not exceed five (5)
                           years from the date of grant of such ISO.

                  (d) Change of Control. Notwithstanding any provision hereof to
                      -----------------
         the contrary, upon the occurrence of a Change of Control prior to the
         expiration of the term of any Option, such Option, whether then
         exercisable or otherwise, shall become exercisable and shall remain
         exercisable for a period of ninety days immediately following such
         Change of Control.

         7.       General Provisions.
                  ------------------

                  (a) Nontransferability. Unless otherwise provided in an Award
                      ------------------
         Agreement, Awards shall not be transferable by a Grantee except by will
         or the laws of descent and distribution or pursuant to a qualified
         domestic relations order as defined under the Code or Title I of the
         Employee Retirement Income Security Act of 1974, as amended, and shall
         be exercisable during the lifetime of a Grantee only by such Grantee or
         his guardian or legal representative.

                  (b) No Right to Continued Employment, etc. Nothing in the Plan
                      -------------------------------------
         or in any Award granted or any Award Agreement, entered into pursuant
         hereto shall confer upon any Grantee the right to continue in the
         employ of or to continue as a director or an independent contractor of
         the Company, any Subsidiary or any Affiliate or to be entitled to any
         remuneration or benefits not set forth in the Plan or such Award
         Agreement, or to interfere with or limit in any way the right of the
         Company or any such Subsidiary or Affiliate to terminate such Grantee's
         employment, director or independent contractor relationship.

                  (c) Taxes. The Company or any Subsidiary or Affiliate is
                      -----
         authorized to withhold from any Award granted, any payment relating to
         an Award under the Plan, including from a distribution of Stock, or any
         other payment to a Grantee, amounts of withholding and other taxes due
         in connection with any transaction involving an Award, and to take such
         other action as the Committee may deem advisable to enable the Company
         and Grantees to satisfy obligations for the payment of withholding
         taxes and other tax obligations relating to any Award. This authority
         shall include authority to withhold or receive Stock or other property
         and to make cash payments in respect thereof in satisfaction of a
         Grantee's tax obligations.

                  (d) Stockholder Approval: Amendment and Termination. The Plan
                      -----------------------------------------------
         shall take effect on the Effective Date but the Plan (and any grants of
         Awards made prior to the stockholder approval mentioned herein) shall
         be subject to the requisite approval of the stockholders of the
         Company, which approval must occur within twelve (12) months of the
         date that the Plan is adopted by the Board. In the event that the
         stockholders of the Company do not ratify the Plan at a meeting of the
         stockholders at which such issue is

                                       9
<PAGE>

         considered and voted upon, then upon such event the Plan and all
         rights hereunder shall immediately terminate and no Grantee (or any
         permitted transferee thereof) shall have any remaining rights under
         the Plan or any Award Agreement entered into in connection herewith.
         The Board may at any time and from time to time alter, amend, suspend,
         or terminate the Plan in whole or in part. Notwithstanding the
         foregoing, no such action shall affect adversely any of the rights of
         any Grantee, without such Grantee's consent, under any Award
         theretofore granted under the Plan. Unless earlier terminated by the
         Board pursuant to the provisions of the Plan, the power to grant
         Awards under the Plan will automatically terminate ten years after the
         adoption of the Plan by the Board. If the Plan is terminated, any
         unexercised Award shall continue to be exercisable in accordance with
         its terms and the terms of the Plan in effect immediately prior to
         such termination.

                  (e) No Rights to Awards; No Stockholder Rights. No Grantee
                      ------------------------------------------
         shall have any claim to be granted any Award under the Plan, and there
         is no obligation for uniformity of treatment of Grantees. Except as
         provided specifically herein, a Grantee or a transferee of an Award
         shall have no rights as a stockholder with respect to any shares
         covered by the Award until the date of the issuance of a stock
         certificate to him for such shares.

                  (f) Unfunded Status of Awards. The Plan is intended to
                      -------------------------
         constitute an "unfunded" plan for incentive and deferred compensation.
         With respect to any payments not yet made to a Grantee pursuant to an
         Award, nothing contained in the Plan or any Award shall give any such
         Grantee any rights that are greater than those of a general creditor of
         the Company.

                  (g) No Fractional Shares. No fractional shares of Stock shall
                      --------------------
         be issued or delivered pursuant to the Plan or any Award. The Committee
         shall determine whether cash, other Awards, or other property shall be
         issued or paid in lieu of such fractional shares.

                  (h) Regulations and Other Approvals.
                      -------------------------------

                      (i) The obligation of the Company to sell or deliver Stock
                  with respect to any Award granted under the Plan shall be
                  subject to all applicable laws, rules and regulations,
                  including all applicable federal and state securities laws,
                  and the obtaining of all such approvals by governmental
                  agencies as may be deemed necessary or appropriate by the
                  Committee.

                      (ii) Each Award is subject to the requirement that, if at
                  any time the Committee determines, in its absolute discretion,
                  that the listing, registration or qualification of Stock
                  issuable pursuant to the Plan is required by any securities
                  exchange or under any state or federal law, or the consent or
                  approval of any governmental regulatory body is necessary or
                  desirable as a condition of, or in connection with, the grant
                  of an Award or the issuance of Stock, no such Award shall be
                  granted or payment made or Stock issued, in whole or in part,
                  unless listing, registration, qualification, consent or
                  approval has been effected or obtained free of any conditions
                  not acceptable to the Committee.

                                      10
<PAGE>

                       (iii) In the event that the disposition of Stock acquired
                  pursuant to the Plan is not covered by a then current
                  registration statement under the Securities Act of 1933, as
                  amended (the "Securities Act"), and is not otherwise exempt
                  from such registration, such Stock shall be restricted against
                  transfer to the extent required by the Securities Act or
                  regulations thereunder, and the Committee may require a
                  Grantee receiving Stock pursuant to the Plan, as a condition
                  precedent to receipt of such Stock, to represent to the
                  Company in writing that the Stock acquired by such Grantee is
                  acquired for investment only and not with a view to
                  distribution.

                       (iv) Promptly after the Initial Sale Date (as defined in
                  the Stockholders Agreement), the Company shall cause to be
                  filed with the U.S. Securities and Exchange Commission, a
                  registration statement on Form S-8 or other applicable form
                  with respect to the shares of Stock to be issued upon exercise
                  of Awards. The Company will use all reasonable efforts to
                  cause such registration statement to become and remain
                  effective; it being understood that the sale of such shares of
                  Stock will remain subject to the restrictions referred to in
                  Section 6(b) hereof.

                  (i)      Governing Law. The Plan and all determinations made
                           -------------
         and actions taken pursuant hereto shall be governed by the laws of the
         State of Delaware without giving effect to the conflict of laws
         principles thereof.

                                      11