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Exhibit 4.1
 
 Purpose of Plan
 Persons Eligible Under Plan
 Stock Subject to Plan
 ISO Limit
 Aggregate/Individual Share Limit
   Share Reservation
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Reissue of Awards and Common Shares
 Fractional Shares/Minimum Issue
 Privileges of Stock Ownership
 Administration of Plan
 The Committee
 Powers of the Committee
       Specific Committee Responsibility and Discretion Regarding Awards
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Binding Determinations
 Reliance on Experts
 Delegation provided provided further
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Awards
 Types of Awards
 Form of Awards
 Restricted Stock Awards
 Time and Method of Exercise
 Price; Consideration; Option Pricing Limit provided
 Effect of Termination of Service or Death; Change in Subsidiary Status
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provided however
  Cash Awards; Loans
 Transfer Restrictions
 Tax Withholding
 Adjustments and Acceleration
 Adjustments
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Acceleration
  provided however 1 2 a b c
 provided however provided further however
 1 a b
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c
 2
 3
  provided however
  provided
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Amendment and Termination of Plan
   Effective Date of Plan: Shareholder Approval provided however
 Legal Issues
 Compliance and Choice of Law: Severability
 Plan Construction
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Non-Exclusivity of Plan
 Non-Employee Director Options
 Participation
 Certain Definitions
      Annual Awards
 Minimum Number of Shares
 Purchase Price
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provided that
 Option Period and Exercisability
 Termination of Directorship
 Adjustments
 Loans provided however
 Acceleration Upon a Change in Control
 Other Provisions
 Grant of Options to Newly Elected Non-Employee Directors
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1.
    
    Section 4(c)(iv) of the 2000 Stock Incentive Plan (2000 Plan) shall
be deleted in its entirety and replaced with the following:
  2.
    
    Section 5(f)(iii) of the 2000 Plan shall be deleted in its entirety and replaced with the following:
  3.
    
    To correct the error in Section 6(b) of the 2000 Plan whereby there
exist two subparagraphs enumerated as (i), the second such
subparagraph shall be renumbered (ii) and the subparagraphs currently
numbered (ii) and (iii) shall be renumbered (iii) and (iv).4.
    
    The second sentence of Section 7(a) of the 2000 Plan shall be deleted
in its entirety and replaced with the following:
  5.
    
    The second sentence of Section 10(e) of the 2000 Plan shall be deleted in its entirety.
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1.
    
    By adding the following new sentence at the end of Section 3(b)(i) of the Plan:Subject to Section 6, the maximum number of Common Shares that may be issued in conjunction
with Awards of Restricted Stock granted after April 24, 2002 shall not exceed the sum of (i)
157,153 Common Shares; and (ii) any Common Shares issued in conjunction with an Award of
Restricted Stock and reacquired after April 24, 2002 by the Company.2.
    
    By substituting the following sentence for the first sentence of Section 5(d) of the Plan:Awards may be exercised in whole or in part at such time or times as shall be determined by
the Committee and set forth in the applicable Award Memorandum; provided, however that, if
the right to become vested in such Award is conditioned on the completion of a specified
period of service with the Company or the Subsidiaries, without achievement of performance
objectives being required as a condition of either grant or vesting, then the required
period of service for full vesting shall not be less than one year for shares covered by an
Option Award and not less than three years for shares covered by a Restricted Stock Award
(subject to acceleration of vesting, to the extent permitted by the Committee, in the event
of the Participants death, disability, retirement, change in control or involuntary
termination).3.
    
    By substituting the following for Section 5(e) of the Plan:Common Shares may be issued pursuant to an Award for any lawful consideration as determined
by the Committee, including, without limitation, cash, Common Shares (valued at then Fair
Market Value, as defined in Section 10), or services rendered by the recipient of such
Award; provided that no Common Shares shall be issued for less than the minimum lawful
consideration and, for Options granted after April 24, 2002, no Option shall be granted with
an exercise price that is less than the Fair Market Value (as defined in Section 10) of the
underlying Common Shares on the date of grant. Except for either adjustments pursuant to
Section 6(a) (relating to adjustment of shares), or decreases approved by the Companys
shareholders, the Exercise Price for any outstanding Option granted under the Plan may not
be decreased after the date of grant nor may an outstanding Option granted under the Plan be
surrendered to the Company as consideration for the grant of a new Option with a lower
exercise price.4.
    
    By adding the following new sentence at the end of Section 7(b) of the Plan:The provisions of Section 5(e) (relating to option pricing) cannot be amended unless the
amendment is approved by the Companys shareholders.5.
    
    By adding the following sentence to Section 10(e) of the Plan as the second sentence thereof:The exercise price for Shares under any Director Option may not be modified without
shareholder approval.
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Acceleration
     (a)
    
    the stockholders of the Company, immediately before such Business
Transaction, own directly or indirectly immediately following such
Business Transaction more than sixty percent (60% ) of the combined
voting power of the outstanding Voting Securities of the corporation
resulting from such merger, consolidation or reorganization or
purchasing such assets or stock (the Surviving Corporation) in
substantially the same proportion as their ownership of the Voting
Securities immediately before such Business Transaction;
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(b)
    
    the individuals who were members of the Incumbent Board immediately
prior to the execution of the agreement providing for such Business
Transaction constitute at least a majority of the members of the board
of directors of the Surviving Corporation, or in the event that,
immediately following the consummation of such Business Transaction, a
corporation beneficially owns, directly or indirectly, a majority of
the Voting Securities of the Surviving Corporation, the board of
directors of such corporation; and(c)
    
    no Person other than (i) the Company, (ii) any Subsidiary, (iii) any
employee benefit plan (or any trust forming a part thereof) maintained
by the Company, the Surviving Corporation or any Subsidiary, or (iv)
any Person who, immediately prior to such Business Transaction had
Beneficial Ownership of twenty-five percent (25%) or more of the then
outstanding Voting Securities or common stock of the Company, has
Beneficial Ownership of twenty-five percent (25%) or more of the
combined voting power of the Surviving Corporations then outstanding
Voting Securities or its common stock; or
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Effect of Termination of Service; Miscellaneous Provisions Relating to Awards
   provided however
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th
     Mandatory Adjustments
 Discretionary Adjustment
 General
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