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                                                                    Exhibit 10.5

                              NEUBERGER BERMAN INC.
               EMPLOYEE DEFINED CONTRIBUTION STOCK INCENTIVE PLAN

         (as amended January 21, 2000)

The purpose of this Neuberger Berman Inc. Employee Defined Contribution Stock
Incentive Plan is to provide its directors and certain select employees of
Neuberger Berman Inc. with an ownership interest in the equity of the Company
and its Subsidiaries with an ownership interest in the Company and to align the
interests of such persons with those of the Company's shareholders. The Plan is
not intended to be qualified under Section 401(a) of the Internal Revenue Code,
as amended, and is not subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA").

                                    ARTICLE I
                                   DEFINITIONS

I.1. CERTAIN DEFINITIONS. Capitalized terms used herein without definition shall
have the respective meanings set forth below:

         "ACT" means the Securities Exchange Act of 1934, as amended.

         "ACCOUNT" means a Participant's Stock Account or the Unallocated Stock
         Account, or both, as the context requires.

         "BENEFICIARY" means the person or persons (including a trust or estate)
         who are entitled to receive any benefit payable hereunder by reason of
         the death of a Participant, as designated pursuant to Section 9.1.

         "BOARD" means the Board of Directors of the Company.

         "CAUSE" means any of:

                  (1) the Participant's having been convicted of, or entered a
                  plea of NOLO CONTENDERE to, a crime that constitutes a felony
                  or a misdemeanor involving fraud, false statements or
                  misleading omissions, perjury, embezzlement, bribery, forgery
                  or counterfeiting or other similar crime (or an equivalent
                  charge in jurisdictions that do not use such designations);

                  (2) the willful failure by the Participant (other than due to
                  physical or mental illness) to perform substantially his
                  duties as an employee of the Company or any Subsidiary after
                  reasonable notice to the Participant of such failure;

                  (3) the Participant's violation of any securities or
                  commodities laws, any rules or regulations issued pursuant to
                  such laws, or the rules and regulations of any securities or
                  commodities exchange or association of which the Company or
                  any of its Subsidiaries or affiliates is a member;

                  (4) the Participant's violation of any Company policy
                  concerning hedging or confidential or proprietary information,
                  or material violation of any other Company policy as in effect
                  from time to time;

                  (5) the Participant's engaging in any act or making any
                  statement which impairs, impugns, denigrates, disparages or
                  negatively reflects upon the name, reputation or business
                  interests of the Company or any of its Subsidiaries;

                  (6) the Participant's engaging in any conduct that is
                  injurious to the Company or any Subsidiary; or

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                  (7) the breach by the Participant of any written covenant or
                  agreement with the Company or any Subsidiary not to disclose
                  any information pertaining to the Company or any Subsidiary or
                  not to compete or interfere with the Company or any
                  Subsidiary.

         The determination as to whether "Cause" has occurred shall be made by
         the Committee. The Committee shall also have the authority to waive the
         consequences under the Plan of the existence or occurrence of any of
         the events, acts or omissions constituting "Cause."

     "CHANGE IN CONTROL" means the occurrence of any of the following events:

                  (a) the members of the Board at the beginning of any
                  consecutive twenty-four calendar month period (the "INCUMBENT
                  DIRECTORS") cease for any reason other than due to death to
                  constitute at least a majority of the members of the Board,
                  provided that any director whose election, or nomination for
                  election by the Company's stockholders, was approved by a vote
                  of at least a majority of the members of the Board then still
                  in office who were members of the Board at the beginning of
                  such twenty-four calendar month period other than as a result
                  of a proxy contest, or any agreement arising out of an actual
                  or threatened proxy contest, shall be treated as an Incumbent
                  Director; or

                  (b) any "person," including a "group" (as such terms are used
                  in Sections 13(d) and 14(d)(2) of the Act), but excluding the
                  Company, any Subsidiary or any employee benefit plan of the
                  Company or any Subsidiary becomes the "beneficial owner" (as
                  defined in Rule 13(d)-3 under the Act), directly or
                  indirectly, of securities of the Company representing 20% or
                  more of the combined voting power of the Company's then
                  outstanding securities; or

                  (c) the stockholders of the Company shall approve a definitive
                  agreement (I) for the merger or other business combination of
                  the Company with or into another corporation, a majority of
                  the directors of which were not directors of the Company
                  immediately prior to the merger and in which the stockholders
                  of the Company immediately prior to the effective date of such
                  merger own a percentage of the voting power in such
                  corporation that is less than one-half of the percentage of
                  the voting power they owned in the Company immediately prior
                  to such transaction or (II) for the sale or other disposition
                  of all or substantially all of the assets of the Company to
                  any other entity; PROVIDED, in each case, that such
                  transaction shall have been consummated; or

                  (d) the purchase of Stock pursuant to any tender or exchange
                  offer made by any "person," including a "group" (as such terms
                  are used in Sections 13(d) and 14(d)(2) of the Act), other
                  than the Company, any Subsidiary, or an employee benefit plan
                  of the Company or any Subsidiary, for 20% or more of the Stock
                  of the Company.

         Notwithstanding the foregoing, a "Change in Control" shall not be
         deemed to occur in the event the Company files for bankruptcy,
         liquidation or reorganization under the United States Bankruptcy Code.

     "CODE" means the Internal Revenue Code of 1986, as amended, and the
     regulations thereunder.

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     "COMMITTEE" means the Compensation Committee of the Board, or when section
     162(m) of the Code or Rule 16b promulgated under the Act would require
     action to be taken by a committee of "outside directors" or

     "Non-Employee Directors," as the case may be, the "Committee" shall be
     deemed to refer to a subcommittee of the Compensation Committee that
     consists of two or more members meeting such requirements, or the full
     Board in the absence of such a subcommittee.

     "COMPANY" means Neuberger Berman Inc., a Delaware corporation, and any
     successor thereto.

     "EMPLOYEE" means any officer or employee of the Company or any Subsidiary.

     "FAIR MARKET VALUE" means, with respect to a share of Stock on any day, the
     fair market value as determined in accordance with a valuation methodology
     approved by the Committee.

     "INITIAL PUBLIC OFFERING" shall mean the first offering of the Stock to the
     general public pursuant to an underwritten public offering.

     "IPO CONTRIBUTION" means the initial 4,264,344 shares of Stock contributed
     to the Plan at the time of or promptly following the date of the
     consummation of the Initial Public Offering.

     "IPO DISTRIBUTION DATE" means the first day of each Window Period that
     begins on or immediately follows each of the second, third and fourth
     anniversaries of the date of the consummation of the Initial Public
     Offering.

     "PARTICIPANT" means an Employee or director of the Company who is
     designated as a Participant by the Committee pursuant to Article II.

     "PLAN" shall mean this Neuberger Berman Inc. Employee Defined Contribution
     Stock Incentive Plan, as described herein and as hereinafter amended.

     "PLAN YEAR" shall mean any calendar year or part thereof beginning on the
     Effective Date.

     "STOCK" means the common stock of the Company, par value $0.01 per share.

     "STOCK ACCOUNT" means the separate account established in the name of each
     Participant under Section 4.1 to hold Stock that has been allocated to such
     Participant and any distributions received with respect to such Stock.

     "SUBSIDIARY" means any corporation in which the Company owns, directly or
     indirectly, stock representing 50% or more of the voting power of all
     classes of stock entitled to vote and any other business organization,
     regardless of form, in which the Company possesses directly or indirectly
     50% or more of the total combined equity interests in such organization.

     "TRUST" means the legal entity created by the Trust Agreement.

     "TRUST AGREEMENT" means the agreement, dated as of the Effective Date, by
     and between the Company and the Trustee, including any amendments thereto,
     setting forth the rights and obligations of the parties thereto in respect
     of the contributions to and distributions from the Trust, and the
     establishment and administration of the Accounts pursuant to the Plan.

     "TRUSTEE" means any corporation, individual or individuals who shall accept
     the appointment as trustee to execute the duties of the trustee pursuant to
     the Trust Agreement.

     "UNALLOCATED STOCK ACCOUNT" means a separate account established under
     Section 4.1 to hold Stock pending the allocation and reallocation of such
     Stock to the Stock Accounts of Participants, and any distributions received
     with respect to such Stock.

     "WINDOW PERIOD" means a period designated by the Committee during which
     employees of the the Company generally are permitted to purchase or sell
     shares of Stock.

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                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

Each Employee or director of the Company designated by the Committee shall
become a Participant in the Plan on the date he or she is so designated. A
Participant shall remain a Participant until the date he or she receives a
distribution of the entire vested portion of his or her Stock Account or, if
earlier, the date such Participant's interest in his or her Stock Account is
forfeited in accordance with Article V.

                                   ARTICLE III
                                  CONTRIBUTIONS

On the Effective Date, the Company shall establish the Trust and irrevocably
contribute the IPO Contribution to the Trust. The Company may contribute
additional shares of Stock or cash to the Trust from time to time at its sole
discretion.

                                   ARTICLE IV
                           ALLOCATION OF CONTRIBUTIONS

IV.1. ESTABLISHMENT OF ACCOUNTS. There shall be established a Stock Account in
the name of each Participant and a separate account (the Unallocated Stock
Account) to which any forfeitures occurring hereunder shall be credited pending
allocation to Participants. The Accounts shall also hold any distributions with
respect to any shares of Stock held therein until such distributions are payable
pursuant to the Plan.

IV.2. ALLOCATIONS TO PARTICIPANTS' ACCOUNTS. The Committee shall in its sole
discretion designate the number of shares of Stock allocable to the Stock
Account of each Participant with respect to the IPO Contribution. With respect
to each contribution other than the IPO Contribution, the Committee shall
designate the number of shares of Stock (or the amount of cash) allocable to the
Stock Account of each Participant on a formulaic basis as determined by the
Committee in its sole discretion. Any Stock and distributions in respect of
Stock in the Unallocated Stock Account as of the last day of each Plan Year
shall be allocated among the Stock Accounts of each Participant who is an
employee or director on the last day of such Plan Year in the proportion that
each such Participant's allocation in respect of the Company's contributions for
such Plan Year bears to the allocations of such contributions for all
Participants who are employees and directors on the last day of such Plan Year,
or on such other formulaic basis as determined by the Committee in its sole
discretion.

IV.3. VOTING OF STOCK; TENDER OR EXCHANGE OFFERS. With respect to Stock
allocated to Participants' Stock Accounts, each Participant shall be entitled to
instruct the Trustee, on a confidential basis (A) as to the manner in which the
Trustee's voting rights will be exercised with respect to any matter which
involves the voting of such Stock allocated to the Participant's Stock Account,
and (B) in the event of a tender or exchange offer for all or substantially all
of the Stock of the Company, whether such Stock shall be tendered or exchanged
by the Trustee. Without limiting the foregoing, the Trustee shall have no
discretion and shall be required to vote, tender or exchange shares of Stock
held by the Trust as follows: (A) shares of Stock allocated to a Participant's
Stock Account shall be voted, tendered or exchanged, as applicable, in
accordance with any instructions received from such Participant or such
Participant's authorized representative pursuant to a duly executed power of
attorney or similar instrument, (B) shares of Stock held in a Participant's
Stock Account with respect to which the Trustee does not receive instructions
shall not be voted, tendered or exchanged, as applicable, and (C) shares of
Stock held in the Unallocated Stock Account shall be voted, tendered or
exchanged, as

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applicable, in the same proportion as the shares of Stock allocated to
Participants' Stock Accounts with respect to which instructions are received by
the Trustee are voted, tendered or exchanged.

                                    ARTICLE V
                                     VESTING

V.1. VESTING OF IPO CONTRIBUTION. Except as otherwise provided in this Article
V, a Participant shall vest on each IPO Distribution Date in one-third of his or
her Stock Account attributable to the IPO Contribution (subject to rounding in
the discretion of the Committee to avoid the vesting of fractional shares of
Stock).

V.2. SPECIAL RULE FOR IPO CONTRIBUTION.

(1) DEATH OF A PARTICIPANT. Notwithstanding any other provision of this Plan ,
provided that a Participant's Stock Account has not previously been forfeited,
such Participant shall be 100% vested in the portion of his or her Stock Account
attributable to the IPO Contribution upon the death of such Participant.

(2) CHANGE IN CONTROL. Except as provided in the next sentence, in the event of
a Change in Control, provided that a Participant's Stock Account has not
previously been forfeited, such Participant shall be 100% vested in the portion
of his or her Stock Account attributable to the IPO Contribution upon such
Change in Control. Notwithstanding the foregoing, no acceleration of vesting
shall occur if the Committee reasonably determines in good faith prior to the
occurrence of a Change in Control that such award or awards shall be honored or
assumed following such Change in Control; PROVIDED that (A) following such
Change in Control the shares held in the Trust with respect to the IPO
Contribution shall be of a class that is traded on an established securities
market, or which will be so traded within 60 days of the Change in Control, (B)
such Participant's rights and entitlements with respect to the Participant's
Stock Account will be substantially equivalent to or better than the rights,
terms and conditions provided herein (including, but not limited to, an
identical or better exercise or vesting schedule and identical or better timing
and methods of payment), (C) the Participant's Stock Account will have
substantially equivalent economic value (determined at the time of the Change in
Control) and (D) the Participant will be 100% vested in the event that the
Participant's employment or service as a director is involuntarily terminated or
constructively terminated. For this purpose, a constructive termination shall
mean a termination by a Participant following a material reduction in the
Participant's base salary or a Participant's incentive compensation opportunity
or a material reduction in the Participant's responsibilities, in either case
without the Participant's written consent.

V.3. FORFEITURE AND REALLOCATION OF IPO CONTRIBUTION. Unless the Committee
determines otherwise, and except under the circumstances specified in Section
5.2, a Participant's unvested Stock in his or her Stock Account attributable to
the IPO Contribution shall be forfeited and such Stock shall not be
distributable to such Participant if:

(a)  prior to the relevant IPO Distribution Date:

     (i) such Participant's employment with the Company or any of its
     Subsidiaries is terminated for any reason, or such Participant is no longer
     actively employed with the Company or any of its Subsidiaries (except as
     provided in Section 5.2); or

     (ii) with respect to such Participant, any of the events that constitute
     Cause has occurred; or

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     (b) such Participant fails to certify to the Company in accordance with
     procedures established by the Committee, with respect to any relevant IPO
     Distribution Date that such Participant has complied, or the Committee
     determines that such Participant in fact as of such date has not complied,
     with all the terms and conditions of the Plan. By accepting the
     distribution of Stock (or cash) under the Plan, such Participant shall be
     deemed to have represented and certified at such time that he or she has
     complied with all the terms and conditions of the Plan.

In the event that Stock in a Participant's Stock Account attributable to the IPO
Contribution is forfeited by reason of this Section 5.3, such forfeited Stock
shall be reallocated to other Participants' Stock Accounts in accordance with
Section 4.2, and the Committee shall specify the terms and conditions (including
timing) under which each such Participant shall vest in such reallocated
amounts.

V.4. VESTING OF ONGOING CONTRIBUTIONS. With respect to each Plan contribution
(other than the IPO Contribution), the Committee shall specify the terms and
conditions (including timing) under which a Participant shall vest in any or all
of his or her Account attributable to such contributions (or forfeitures of such
contributions reallocated to such Participant).

                                   ARTICLE VI
                                  DISTRIBUTIONS

Section VI.1. GENERAL. (1) Except as provided below, all amounts and all shares
of Stock credited to the Stock Account in which a Participant has vested under
Article V shall be promptly distributable to such Participant (or, if
applicable, his or her Beneficiary), and shall be subject to the provisions of
Sections 9.8 and 9.9.

(2) Any cash dividends on shares of Stock allocated to a Participant's Stock
Account on the record date for such dividend shall be distributed to such
Participant as soon as practicable following the end of the calendar quarter in
which such dividend is received without regard to whether such Participant is
vested in the Stock in respect of which such dividend is received. No interest
shall be payable on any dividends allocated to a Participant's Stock Account but
not yet distributed.

                                   ARTICLE VII
                             ADMINISTRATION OF PLAN

VII.1. THE COMMITTEE. The Committee shall be responsible for the administration
of the Plan, including, without limitation, determining which Participants
receive awards, what kind of awards are made under the Plan and for what number
of shares, and the other terms and conditions of each such award. The Committee
shall have the responsibility of construing and interpreting the Plan and of
establishing and amending such rules and regulations as it may deem necessary or
desirable for the proper administration of the Plan. Any decision or action
taken or to be taken by the Committee, arising out of or in connection with the
construction, administration, interpretation and effect of the Plan and of its
rules and regulations, shall, to the greatest extent permitted by applicable
law, be within its absolute discretion (except as otherwise specifically
provided herein) and shall be conclusive and binding upon the Company and its
Subsidiaries, all Participants and any person claiming under or through any
Participant.

VII.2. DELEGATION BY THE COMMITTEE. The Committee may delegate its authority
under this Plan; PROVIDED that the Committee shall in no event delegate its
authority with respect to the compensation of the Chief Executive Officer of the
Company, the four most highly compensated

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executive officers (as determined under Section 162(m) of the Code and
regulations thereunder) of the Company and any other individual whose
compensation the Board or Committee reasonably believes may become subject to
Section 162(m) of the Code.

                                  ARTICLE VIII
                          AMENDMENT, TERMINATION, ETC.

The Board reserves the right at any time and from time to time to modify, alter,
amend, suspend, discontinue and terminate the Plan or the Trust Agreement;
PROVIDED that, no such modification, alteration, amendment, suspension,
discontinuance or termination shall materially adversely affect, without their
consent, the rights of Participants under this Plan with respect to
contributions previously made except that the Board reserves the right to (1)
accelerate the vesting of Participants' Stock Accounts and in its discretion
provide that Stock distributed from such Stock Accounts may not be transferable
until the distribution dates as of which such Stock would have otherwise become
vested (and that in respect of such Stock the Participants may remain subject to
the repayment obligations of Section 9.9 in the circumstances under which the
Stock would not have been distributed pursuant to Section 5.3) and (2) make
distributions to Participants upon the termination of the Plan. Notwithstanding
the foregoing, no modification, alteration, amendment or termination of the Plan
may be made which would cause or permit any part of the assets of the Trust to
be used for, or diverted to, purposes other than for the exclusive benefit of
Participants or their Beneficiaries, or which would cause any part of the assets
of the Trust to revert to or become the property of the Company or any of its
Subsidiaries.

                                   ARTICLE IX
                                  MISCELLANEOUS

IX.1. DESIGNATION OF BENEFICIARIES. A Participant may designate, in accordance
with procedures established by the Committee, a Beneficiary or Beneficiaries to
receive all or part of the amounts payable hereunder in the event of such
Participant's death. A designation of a Beneficiary may be replaced by a new
designation or may be revoked by a Participant at any time in accordance with
procedures established by the Committee. In the event of a Participant's death,
the amounts payable hereunder with respect to which a designation of Beneficiary
has been made shall be paid in accordance with the Plan to such designated
Beneficiary or Beneficiaries. Any amounts payable upon death and not subject to
such designation shall be distributed to the Participant's estate. If there is
any question as to the legal right of any Beneficiary to receive payment of
amounts hereunder, the amounts in question may be paid to the Participant's
estate, in which event the Company and its Subsidiaries shall have no further
liability to anyone with respect to such amounts. A Beneficiary shall have no
rights under the Plan other than the right, subject to the immediately preceding
sentence, to receive such amounts, if any, as may be payable under this Section
9.1.

IX.2. NONASSIGNABILITY. No rights granted to any Participant or any Beneficiary
under the Plan (including any interest in the Accounts) may be sold, exchanged,
transferred, assigned, pledged, hypothecated or otherwise disposed of (including
through the use of any cash-settled instrument) (each such action being
hereinafter referred to as an "assignment"), whether voluntarily or
involuntarily, other than by will or by the laws of descent and distribution.
Any assignment in violation of the provisions of this Section 9.2 shall be void.
All the terms of this Plan shall be binding upon such permitted successors and
assigns.

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IX.3. NO GUARANTEE OF EMPLOYMENT PARTICIPATION. Nothing in the Plan shall
interfere with or limit in any way the right of the Company or any Subsidiary to
terminate any Participant's employment or service as a director at any time, nor
to confer upon any Participant any right to continue in the employ of the
Company or any Subsidiary. No Employee or director shall have a right to be
selected as a Participant, or, having been so selected, to receive any future
awards.

IX.4. LIMIT ON LIABILITY. No person shall have any right or interest in the Plan
and/or the Trust other than as provided herein. The Trust assets shall under no
circumstances be available to the creditors of the Company. All distributions
under the Plan shall be paid or provided solely from the Trust assets, and the
Company shall have no responsibility or liability to any Participant or
Beneficiary relating to the Stock or other assets contributed to the Trust. Any
final distribution to any Participant or Beneficiary in accordance with the
provisions of the Plan shall be in full satisfaction of all claims against the
Trust, the Trustee, the Committee, the Board, the Company and its Subsidiaries
and its employees with respect to the Plan or Trust.

IX.5. GOVERNING LAW. The Plan shall be construed in accordance with and governed
by the laws of the State of New York, without reference to principles of
conflict of laws which would require application of the law of another
jurisdiction, except to the extent that the corporate law of the State of
Delaware specifically and mandatorily applies.

IX.6. TAXES AND WITHHOLDING. (1) Upon a Participant's vesting in all or any
portion of his or her Stock Account, or in connection with any distribution or
other event that gives rise to a federal or other governmental tax withholding
obligation relating to the Plan (including, without limitation, FICA tax), the
Trustee shall be entitled to require that the Participant remit cash in an
amount sufficient in the opinion of the Trustee and the Committee to satisfy
such withholding obligation. Alternatively, if the event giving rise to the
withholding obligation involves a transfer of shares of Stock, then, at the
discretion of the Committee, the Participant may elect to satisfy the
withholding obligation described above by (i) remitting cash, (ii) instructing
the Trustee to withhold shares of Stock or tendering previously owned shares of
Stock (in each case having a Fair Market Value equal to the amount of tax to be
withheld) or (iii) any other mechanism as may be required or appropriate to
conform with local tax and other rules. For this purpose, Fair Market Value
shall be determined as of the date on which the amount of tax to be withheld is
determined (and any fractional share amount may be settled in cash). If the
Participant does not satisfy the withholding obligation in accordance with any
of the methods described above in this Section 9.6(a), the Trustee may cause
such withholding taxes to be deducted or withheld from the vested portion of the
Participant's Stock Account or any payment or distribution to the Participant
pursuant to the Plan, and the Company or any of its Subsidiaries may deduct or
withhold (or cause to be deducted or withheld) such taxes from any other payment
or distribution by the Company or any of its Subsidiaries to the Participant.

(2) The Trustee may transfer to the Company any amounts (cash or shares of
Stock) withheld or received from the Participant pursuant to Section 9.6(a). Any
deduction of shares of Stock from the Participant's Stock Account by the Trustee
pursuant to this section 9.6 shall be treated as a distribution from the Trust
to such Participant and an election by the Participant to have such shares of
Stock applied to satisfy the withholding obligation.

(3) No Participant may make an election pursuant to section 83(b) of the Code
with respect to his or her interest in the Trust, any shares of Stock or any
other property held by the Trust.

IX.7. RIGHT OF OFFSET. The Committee shall have the right to direct the Trustee
to withhold distribution of the vested portion of a Participant's Stock Account
until the Participant settles

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any outstanding amounts such Participant then owes to the the Company or any of
its Subsidiaries.

IX.8. CONSENTS AND LEGENDS. The vesting and distribution to a Participant of any
shares of Stock may be conditioned on the receipt to the full satisfaction of
the Committee of (1) any and all listings, registrations or qualifications in
respect thereof upon any securities exchange or under any federal, state or
local law, or law, rule or regulation of a jurisdiction outside the United
States, (2) any and all written agreements and representations by the grantee
with respect to the disposition of shares, or with respect to any other matter,
which the Committee shall deem necessary or desirable to comply with the terms
of any such listing, registration or qualification or to obtain an exemption
from the requirement that any such listing, qualification or registration be
made, (3) any and all other consents, clearances and approvals in respect of a
plan action by any governmental or other regulatory body or any stock exchange
or self-regulatory agency that the Committee may determine to be necessary or
advisable and (4) any and all consents or authorizations required to comply
with, or required to be obtained under, applicable local law or otherwise
required by the Committee. Nothing herein shall require the Company Inc. to
list, register or qualify the shares of Stock on any securities exchange. The
Company may affix to any stock certificate (or other document or evidence of
ownership) representing shares of Stock distributed under the Plan any legend
that the Committee determines in its sole discretion to be necessary or
advisable (including to reflect any restrictions to which a Participant may be
subject under a separate agreement with the Company). The Company may advise the
transfer agent to place a stop order against any legended shares of Stock.

IX.9. FORFEITURE AND REPAYMENT AFTER ERRONEOUS VESTING. If, following any date
on which a Participant becomes vested in all or any portion of his or her Stock
Account (the "erroneously vested portion"), the Committee determines that all
terms and conditions of the Plan were not satisfied on the relevant vesting
date, such Participant or former Participant shall cease to be vested in, and
shall forfeit, such erroneously vested portion, and the Trust shall be entitled
to receive, and such Participant or former Participant shall be obligated to pay
the Trust immediately upon demand therefor the Fair Market Value of any Stock
(determined as of the date of vesting) and the amount of any cash delivered in
respect of any distribution of the erroneously vested portion, without reduction
for any Stock (or cash) applied to satisfy withholding tax or other obligations
in respect of such erroneous vesting event.

IX.10. EFFECTIVE DATE. The Plan shall be effective as of the date of the
Initial Public Offering (the "Effective Date").

IX.11. SEVERABILITY; ENTIRE AGREEMENT. If any of the provisions of this Plan is
finally held to be invalid, illegal or unenforceable (whether in whole or in
part), such provision shall be deemed modified to the extent, but only to the
extent, of such invalidity, illegality or unenforceability and the remaining
provisions shall not be affected thereby; provided, that if any of the
provisions of this Plan is finally held to be invalid, illegal, or unenforceable
because it exceeds the maximum scope determined to be acceptable to permit such
provision to be enforceable, such provision shall be deemed to be modified to
the minimum extent necessary to modify such scope in order to make such
provision enforceable hereunder. The Plan contains the entire agreement of the
parties with respect to the subject matter hereof and supersedes all prior
agreements, promises, covenants, arrangements, communications, representations
and warranties between them, whether written or oral with respect to the subject
matter hereof.

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IX.12. EXPENSES. All expenses incurred by the Committee and the Trustee in
connection with administering this Plan and the Trust shall be paid by the
Company. All taxes imposed on the Trust related to income credited to or
attributable to Trust assets shall be paid from such assets and charged against
the Stock Account to which the income is allocated as though it were payable
directly to the Participant.

IX.13. NO THIRD PARTY BENEFICIARIES. Except as expressly provided herein, the
Plan shall not confer on any person other than the the Company and its
Subsidiaries and any Participant any rights or remedies thereunder.

IX.14. NO IMPACT ON BENEFITS. Except as may otherwise be specifically stated
under any employee benefit plan, policy or program, no amount payable in respect
of any award shall be treated as compensation for purposes of calculating an
Employee's or director's right under any such plan, policy or program.

IX.15. NO CONSTRAINT ON CORPORATE ACTION. Nothing in this Plan shall be
construed (A) to limit, impair or otherwise affect the Company's right or power
to make adjustments, reclassifications, reorganizations or changes of its
capital or business structure, or to merge or consolidate, or dissolve,
liquidate, sell, or transfer all or any part of its business or assets or (B) to
limit the right or power of the Company, or any Subsidiary to take any action
which such entity deems to be necessary or appropriate.

IX.16. SUCCESSORS AND ASSIGNS. The terms of this Plan shall be binding upon and
inure to the benefit of the Company and each of its Subsidiaries that adopts the
Plan and its and their successors and assigns.

IX.17. HEADINGS AND CAPTIONS. The headings and captions herein are provided for
reference and convenience only, shall not be considered part of this Plan, and
shall not be employed in the construction of this Plan.