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Purpose of Plan
 Persons Eligible Under Plan
 Stock Subject to Plan
 ISO Limit




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Aggregate/Individual Share Limit
   Share Reservation
 Reissue of Awards and Common Shares
 Fractional Shares/Minimum Issue
 Privileges of Stock Ownership
 2




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Administration of Plan
 The Committee
 Powers of the Committee
        Specific Committee Responsibility and Discretion Regarding Awards
 3




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4




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Binding Determinations
 Reliance on Experts
 Delegation provided provided further
 Awards
 Types of Awards
 5




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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
 6




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provided however
  Cash Awards; Loans
 Transfer Restrictions
 7




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Tax Withholding
 Adjustments and Acceleration
 Adjustments
 Acceleration
  8




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provided however 1 2 a b c
 provided however provided further however
 9




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1 a b c
 2
 3
  10




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provided however
  provided
 11




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Amendment and Termination of Plan
   Effective Date of Plan: Shareholder Approval provided however
 12




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Legal Issues
 Compliance and Choice of Law: Severability
 Plan Construction
 Non-Exclusivity of Plan
 Non-Employee Director Options
 Participation
 Certain Definitions
 13




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Annual Awards
 14




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Minimum Number of Shares
 Purchase Price provided that
 Option Period and Exercisability
 Termination of Directorship
 15




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Adjustments
 Loans provided however
 Acceleration Upon a Change in Control
 Other Provisions
 Grant of Options to Newly Elected Non-Employee Directors
 16




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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.
 17




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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.
 18




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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.
 19




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Acceleration
    - 20 -




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(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;(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
 - 21 -




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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
     - 22 -




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- 23 -




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Effect of Termination of Service; Miscellaneous Provisions Relating to
Awards
   provided however
 - 24 -




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- 25 -




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th
     Mandatory Adjustments
 Discretionary Adjustment
 - 26 -




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General
  - 27 -