<PAGE>
                                                                   EXHIBIT 10.11

                  KELLOGG COMPANY 2001 LONG-TERM INCENTIVE PLAN

    1. PURPOSE. The purpose of the 2001 Long-Term Incentive Plan (the "Plan") is
to further and promote the interests of Kellogg Company, its Subsidiaries and
its share owners by enabling the Company and its Subsidiaries to attract, retain
and motivate employees and officers or those who will become employees or
officers, and to align the interests of those individuals and the Company's
share owners. To do this, the Plan offers performance-based incentive awards and
equity-based opportunities providing such employees and officers with a
proprietary interest in maximizing the growth, profitability and overall success
of the Company and its Subsidiaries.

    2. DEFINITIONS. Unless the context clearly indicates otherwise, for purposes
of the Plan, the following terms shall have the following meanings:

        2.1 "AWARD" means an award or grant made to a Participant under Sections
    6, 7, 8 and/or 9 of the Plan.

        2.2 "AWARD AGREEMENT" means the agreement executed by a Participant
    pursuant to Sections 3.2 and 16.7 of the Plan in connection with the
    granting of an Award.

        2.3 "BOARD" means the Board of Directors of Kellogg Company, as
    constituted from time to time.

        2.4 "CODE" means the Internal Revenue Code of 1986, as in effect and as
    amended from time to time, or any successor statute thereto, together with
    any rules, regulations and interpretations promulgated thereunder or with
    respect thereto.

        2.5 "COMMITTEE" means the committee of the Board designated to
    administer the Plan, as described in Section 3 of the Plan.

        2.6 "COMMON STOCK" means the Common Stock, par value $.25 per share, of
    the Company or any security of the Company issued by the Company in
    substitution or exchange therefor.

        2.7 "COMPANY" means Kellogg Company, a Delaware corporation, or any
    successor corporation to Kellogg Company.

        2.8 "DISABILITY" means disability as defined in the Participant's then
    effective employment agreement, or if the Participant is not then a party to
    an effective employment agreement with the Company which defines disability,
    "Disability" means disability as determined by the Committee in accordance
    with standards and procedures similar to those under the Company's long-term
    disability plan, if any. Subject to the first sentence of this Section 2.8,
    at any time that the Company does not maintain a long-term disability plan,
    "Disability" shall mean any physical or mental disability which is
    determined to be total and permanent by a physician selected in good faith
    by the Company.


<PAGE>

        2.9 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as in
    effect and as amended from time to time, or any successor statute thereto,
    together with any rules, regulations and interpretations promulgated
    thereunder or with respect thereto.

        2.10 "FAIR MARKET VALUE" means, with respect to any date, the average
    between the highest and lowest sale prices per share on the New York Stock
    Exchange Composite Transactions Tape on such date, provided that if there
    shall be no sales of shares reported on such date, the Fair Market Value of
    a share on such date shall be deemed to be equal to the average between the
    highest and lowest sale prices per share on such Composite Tape for the last
    preceding date on which sales of shares were reported.

        2.11 "INCENTIVE STOCK OPTION" means any stock option granted pursuant to
    the provisions of Section 6 of the Plan (and the relevant Award Agreement)
    that is intended to be (and is specifically designated as) an "incentive
    stock option" within the meaning of Section 422 of the Code.

        2.12 "NON-QUALIFIED STOCK OPTION" means any stock option granted
    pursuant to the provisions of Section 6 of the Plan (and the relevant Award
    Agreement) that is not an Incentive Stock Option.

        2.13 "PARTICIPANT" means any individual who is selected from time to
    time under Section 5 to receive an Award under the Plan.

        2.14 "PERFORMANCE UNITS" means the monetary units granted under Section
    9 of the Plan and the relevant Award Agreement.

        2.15 "PLAN" means the Kellogg Company 2001 Long-Term Incentive Plan, as
    set forth herein and as in effect and as amended from time to time (together
    with any rules and regulations promulgated by the Committee with respect
    thereto).

        2.16 "RESTRICTED SHARES" means the restricted shares of Common Stock
    granted pursuant to the provisions of Section 8 of the Plan and the relevant
    Award Agreement.

        2.17 "RETIREMENT" means the voluntary retirement by the Participant from
    active employment with the Company and its Subsidiaries on or after the
    attainment of normal retirement age under Company-sponsored pension or
    retirement plans, or any other age with the consent of the Board.

        2.18 "STOCK APPRECIATION RIGHT" means an Award described in Section 7.2
    of the Plan and granted pursuant to the provisions of Section 7 of the Plan.

        2.19 "SUBSIDIARY(IES)" means any corporation (other than the Company) in
    an unbroken chain of corporations, including and beginning with the Company,
    if each of such corporations, other than the last corporation in the
    unbroken chain, owns, directly or indirectly, more than fifty percent (50%)
    of the voting stock in one of the other corporations in such chain.

    3. ADMINISTRATION.



                                       2
<PAGE>

        3.1 THE COMMITTEE. The Plan shall be administered by the Compensation
    Committee of the Board of Directors.

        3.2 PLAN ADMINISTRATION AND PLAN RULES. The Committee is authorized to
    construe and interpret the Plan and to promulgate, amend and rescind rules
    and regulations relating to the implementation, administration and
    maintenance of the Plan. Subject to the terms and conditions of the Plan,
    the Committee shall make all determinations necessary or advisable for the
    implementation, administration and maintenance of the Plan including,
    without limitation, (a) selecting the Plan's Participants, (b) making Awards
    in such amounts and form as the Committee shall determine, (c) imposing such
    restrictions, terms and conditions upon such Awards as the Committee shall
    deem appropriate, and (d) correcting any technical defect(s) or technical
    omission(s), or reconciling any technical inconsistency(ies), in the Plan
    and/or any Award Agreement. The Committee may designate persons other than
    members of the Committee to carry out the day-to-day ministerial
    administration of the Plan under such conditions and limitations as it may
    prescribe, except that the Committee shall not delegate its authority with
    regard to the selection for participation in the Plan and/or the granting of
    any Awards to Participants who are subject to Section 16 of the Exchange
    Act. The Committee may, in its sole discretion, delegate its authority to
    one or more senior executive officers for the purpose of making Awards to
    Participants who are not subject to Section 16 of the Exchange Act. The
    Committee's determinations under the Plan need not be uniform and may be
    made selectively among Participants, whether or not such Participants are
    similarly situated. Any determination, decision or action of the Committee
    in connection with the construction, interpretation, administration,
    implementation or maintenance of the Plan shall be final, conclusive and
    binding upon all Participants and any person(s) claiming under or through
    any Participants. The Company shall effect the granting of Awards under the
    Plan, in accordance with the determinations made by the Committee, by
    execution of written agreements and/or other instruments in such form as is
    approved by the Committee.

        3.3 LIABILITY LIMITATION. Neither the Board nor the Committee, nor any
    member of either, shall be liable for any act, omission, interpretation,
    construction or determination made in good faith in connection with the Plan
    (or any Award Agreement), and the members of the Board and the Committee
    shall be entitled to indemnification and reimbursement by the Company in
    respect of any claim, loss, damage or expense (including, without
    limitation, attorneys' fees) arising or resulting therefrom to the fullest
    extent permitted by law and/or under any directors and officers liability
    insurance coverage which may be in effect from time to time.

    4. TERM OF PLAN/COMMON STOCK SUBJECT TO PLAN.

        4.1 TERM. The Plan shall terminate on such date as is ten years from the
    date the first award is granted hereunder, except with respect to Awards
    then outstanding. After such date no further Awards shall be granted under
    the Plan.

        4.2 COMMON STOCK. The maximum number of shares of Common Stock in
    respect of which Awards may be granted or paid out under the Plan, subject
    to adjustment as provided in Section 13.2 of the Plan, shall not exceed 26
    million shares. In the event of a change in the Common Stock of the Company
    that is limited to a change in the designation thereof to "Capital Stock" or
    other similar designation, or to a change in the par value thereof, or from
    par value to no par value,



                                       3
<PAGE>

    without increase or decrease in the number of issued shares, the shares
    resulting from any such change shall be deemed to be the Common Stock for
    purposes of the Plan. Common Stock which may be issued under the Plan may be
    either authorized and unissued shares or issued shares which have been
    reacquired by the Company (in the open-market or in private transactions)
    and which are being held as treasury shares. No fractional shares of Common
    Stock shall be issued under the Plan.

        4.3 COMPUTATION OF AVAILABLE SHARES. For the purpose of computing the
    total number of shares of Common Stock available for Awards under the Plan,
    there shall be counted against the limitations set forth in Section 4.2 of
    the Plan the maximum number of shares of Common Stock potentially subject to
    issuance upon exercise or settlement of Awards granted under Sections 6 and
    7 of the Plan, the number of shares of Common Stock issued under grants of
    Restricted Shares pursuant to Section 8 of the Plan and the maximum number
    of shares of Common Stock potentially issuable under grants or payments of
    Performance Units pursuant to Section 9 of the Plan, in each case determined
    as of the date on which such Awards are granted. If any Awards expire
    unexercised or are forfeited, surrendered, cancelled, terminated or settled
    in cash in lieu of Common Stock, the shares of Common Stock which were
    theretofore subject (or potentially subject) to such Awards shall again be
    available for Awards under the Plan to the extent of such expiration,
    forfeiture, surrender, cancellation, termination or settlement of such
    Awards.

    5. ELIGIBILITY. Individuals eligible for Awards under the Plan shall consist
of key employees and officers, or those who will become key employees or
officers, of the Company and/or its Subsidiaries whose performance or
contribution, in the sole discretion of the Committee, benefits or will benefit
the Company or any Subsidiary.

    6. STOCK OPTIONS.

        6.1 TERMS AND CONDITIONS. Stock options granted under the Plan shall be
    in respect of Common Stock and may be in the form of Incentive Stock Options
    or Non-Qualified Stock Options (sometimes referred to collectively herein as
    the "Stock Option(s))". Such Stock Options shall be subject to the terms and
    conditions set forth in this Section 6 and any additional terms and
    conditions, not inconsistent with the express terms and provisions of the
    Plan, as the Committee shall set forth in the relevant Award Agreement.

        6.2 GRANT. Stock Options may be granted under the Plan in such form as
    the Committee may from time to time approve. Stock Options may be granted
    alone or in addition to other Awards under the Plan or in tandem with Stock
    Appreciation Rights. Special provisions shall apply to Incentive Stock
    Options granted to any employee who owns (within the meaning of Section
    422(b)(6) of the Code) more than ten percent (10%) of the total combined
    voting power of all classes of stock of the Company or its parent
    corporation or any Subsidiary of the Company, within the meaning of Sections
    424(e) and (f) of the Code (a "10% Share Owner").

        6.3 EXERCISE PRICE. The exercise price per share of Common Stock subject
    to a Stock Option shall be determined by the Committee, including, without
    limitation, a determination based on a formula determined by the Committee;
    provided, however, that the exercise price of an Incentive Stock Option
    shall not be less than one hundred percent (100%) of the Fair Market Value
    of the



                                       4
<PAGE>

    Common Stock on the grant date of such Incentive Stock Option; provided,
    further, however, that, in the case of a 10% Share Owner, the exercise price
    of an Incentive Stock Option shall not be less than one hundred ten percent
    (110%) of the Fair Market Value of the Common Stock on the grant date.

        6.4 TERM. The term of each Stock Option shall be such period of time as
    is fixed by the Committee; provided, however, that the term of any Incentive
    Stock Option shall not exceed ten (10) years (five (5) years, in the case of
    a 10% Share Owner) after the date immediately preceding the date on which
    the Incentive Stock Option is granted.

        6.5 METHOD OF EXERCISE. A Stock Option may be exercised, in whole or in
    part, by giving written notice of exercise to the Secretary of the Company,
    or the Secretary's designee, specifying the number of shares to be
    purchased. Such notice shall be accompanied by payment in full of the
    exercise price in cash, by certified check, bank draft, or money order
    payable to the order of the Company, if permitted by the Committee in its
    sole discretion, by surrendering (or attesting to the ownership of) shares
    of Common Stock already owned by the Participant for at least six (6)
    months, or, if permitted by the Committee (in its sole discretion) and
    applicable law, by delivery of, alone or in conjunction with a partial cash
    or instrument payment, (a) a fully-secured promissory note or notes, or (b)
    some other form of payment acceptable to the Committee. Payment instruments
    shall be received by the Company subject to collection. The proceeds
    received by the Company upon exercise of any Stock Option may be used by the
    Company for general corporate purposes. Any portion of a Stock Option that
    is exercised may not be exercised again. The shares issued to an optionee
    for the portion of any Stock Option exercised by attesting to the ownership
    of shares shall not exceed the number of shares issuable as a result of such
    exercise (determined as though payment in full therefor were being made in
    cash) less the number of shares for which attestation of ownership is
    submitted. The value of owned shares submitted (directly or by attestation)
    in full or partial payment for the shares purchased upon exercise of a Stock
    Option shall be equal to the aggregate Fair Market Value of such owned
    shares on the date of the exercise of such Stock Option.

        6.6 EXERCISABILITY. Any Stock Option granted under the Plan shall become
    exercisable on such date or dates as determined by the Committee (in its
    sole discretion) at any time and from time to time in respect of such Stock
    Option. Notwithstanding anything to the contrary contained in this Section
    6.6, such Stock Option shall become one hundred percent (100%) exercisable
    as to the aggregate number of shares of Common Stock underlying such Stock
    Option upon the death, Disability or Retirement of the Participant.

        6.7 TANDEM GRANTS. If Non-Qualified Stock Options and Stock Appreciation
    Rights are granted in tandem, as designated in the relevant Award
    Agreements, the right of a Participant to exercise any such tandem Stock
    Option shall terminate to the extent that the shares of Common Stock subject
    to such Stock Option are used to calculate amounts or shares receivable upon
    the exercise of the related tandem Stock Appreciation Right.

        6.8 RELOAD PROVISION. The Committee may provide in any Award Agreement
    that if the optionee exercises a Stock Option using shares held for at least
    six (6) months and/or elects to have shares withheld to satisfy the
    Company's withholding obligations, the optionee will then



                                       5
<PAGE>

    receive a new option covering the number of shares used to exercise and/or
    satisfy withholding obligations. Such option will have a per share exercise
    price equal to the then Fair Market Value of the shares, and will be subject
    to such terms and conditions as the Committee, in its sole discretion, may
    determine. Nothing in this Section 6.8 will restrict the Committee's ability
    to fix or limit in an Award Agreement the maximum number of shares available
    under any new option granted pursuant to an Award Agreement.

    7. STOCK APPRECIATION RIGHTS.

        7.1 TERMS AND CONDITIONS. The grant of Stock Appreciation Rights under
    the Plan shall be subject to the terms and conditions set forth in this
    Section 7 and any additional terms and conditions, not inconsistent with the
    express terms and provisions of the Plan, as the Committee shall set forth
    in the relevant Award Agreement.

        7.2 STOCK APPRECIATION RIGHTS. A Stock Appreciation Right is an Award
    granted with respect to a specified number of shares of Common Stock
    entitling a Participant to receive an amount equal to the excess of the Fair
    Market Value of a share of Common Stock on the date of exercise over the
    Fair Market Value of a share of Common Stock on the grant date of the Stock
    Appreciation Right, multiplied by the number of shares of Common Stock with
    respect to which the Stock Appreciation Right shall have been exercised.

        7.3 GRANT. A Stock Appreciation Right may be granted in addition to any
    other Award under the Plan or in tandem with or independent of a
    Non-Qualified Stock Option.

        7.4 DATE OF EXERCISABILITY. In respect of any Stock Appreciation Right
    granted under the Plan, unless otherwise (a) determined by the Committee (in
    its sole discretion) at any time and from time to time in respect of any
    such Stock Appreciation Right, or (b) provided in the Award Agreement, a
    Stock Appreciation Right may be exercised by a Participant, in accordance
    with and subject to all of the procedures established by the Committee, in
    whole or in part at any time and from time to time during its specified
    term. Notwithstanding the preceding sentence, in no event shall a Stock
    Appreciation Right be exercisable prior to the date which is six (6) months
    after the date on which the Stock Appreciation Right was granted or prior to
    the exercisability of any Non-Qualified Stock Option with which it is
    granted in tandem. The Committee may also provide, as set forth in the
    relevant Award Agreement and without limitation, that some Stock
    Appreciation Rights shall be automatically exercised and settled on one or
    more fixed dates specified therein by the Committee.

        7.5 FORM OF PAYMENT. Upon exercise of a Stock Appreciation Right,
    payment may be made in cash, in Restricted Shares or in shares of
    unrestricted Common Stock, or in any combination thereof, as the Committee,
    in its sole discretion, shall determine and provide in the relevant Award
    Agreement.

        7.6 TANDEM GRANT. The right of a Participant to exercise a tandem Stock
    Appreciation Right shall terminate to the extent such Participant exercises
    the Non-Qualified Stock Option to which such Stock Appreciation Right is
    related.

    8. RESTRICTED SHARES.



                                       6
<PAGE>

        8.1 TERMS AND CONDITIONS. Grants of Restricted Shares shall be subject
    to the terms and conditions set forth in this Section 8 and any additional
    terms and conditions, not inconsistent with the express terms and provisions
    of the Plan, as the Committee shall set forth in the relevant Award
    Agreement. Restricted Shares may be granted alone or in addition to any
    other Awards under the Plan. Subject to the terms of the Plan, the Committee
    shall determine the number of Restricted Shares to be granted to a
    Participant and the Committee may provide or impose different terms and
    conditions on any particular Restricted Share grant made to any Participant.
    With respect to each Participant receiving an Award of Restricted Shares,
    there shall be issued a stock certificate (or certificates) in respect of
    such Restricted Shares. Such stock certificate(s) shall be registered in the
    name of such Participant, shall be accompanied by a stock power duly
    executed by such Participant, and shall bear, among other required legends,
    the following legend:

       "The transferability of this certificate and the shares of stock
        represented hereby are subject to the terms and conditions (including,
        without limitation, forfeiture events) contained in the Kellogg Company
        2001 Long-Term Incentive Plan and an Award Agreement entered into
        between the registered owner hereof and Kellogg Company. Copies of such
        Plan and Award Agreement are on file in the office of the Secretary of
        Kellogg Company, One Kellogg Square, Battle Creek, MI 49016. Kellogg
        Company will furnish to the recordholder of the certificate, without
        charge and upon written request at its principal place of business, a
        copy of such Plan and Award Agreement. Kellogg Company reserves the
        right to refuse to record the transfer of this certificate until all
        such restrictions are satisfied, all such terms are complied with and
        all such conditions are satisfied."

    Such stock certificate evidencing such shares shall, in the sole discretion
    of the Committee, be deposited with and held in custody by the Company until
    the restrictions thereon shall have lapsed and all of the terms and
    conditions applicable to such grant shall have been satisfied.

        8.2 RESTRICTED SHARE GRANTS. A grant of Restricted Shares is an Award of
    shares of Common Stock granted to a Participant, subject to such
    restrictions, terms and conditions as the Committee deems appropriate,
    including, without limitation, (a) restrictions on the sale, assignment,
    transfer, hypothecation or other disposition of such shares, (b) the
    requirement that the Participant deposit such shares with the Company while
    such shares are subject to such restrictions, and (c) the requirement that
    such shares be forfeited upon termination of employment for specified
    reasons within a specified period of time or for other reasons (including,
    without limitation, the failure to achieve designated performance goals).



                                       7
<PAGE>

        8.3 RESTRICTION PERIOD. In accordance with Sections 8.1 and 8.2 of the
    Plan and unless otherwise determined by the Committee (in its sole
    discretion) at any time and from time to time, Restricted Shares shall only
    become unrestricted and vested in the Participant in accordance with such
    vesting schedule relating to such Restricted Shares, if any, as the
    Committee may establish in the relevant Award Agreement (the "Restriction
    Period"). During the Restriction Period, such stock shall be and remain
    unvested and a Participant may not sell, assign, transfer, pledge, encumber
    or otherwise dispose of or hypothecate such Award. Upon satisfaction of the
    vesting schedule and any other applicable restrictions, terms and
    conditions, the Participant shall be entitled to receive payment of the
    Restricted Shares or a portion thereof, as the case may be, as provided in
    Section 8.4 of the Plan.

        8.4 PAYMENT OF RESTRICTED SHARE GRANTS. After the satisfaction and/or
    lapse of the restrictions, terms and conditions established by the Committee
    in respect of a grant of Restricted Shares, a new certificate, without the
    legend set forth in Section 8.1 of the Plan, for the number of shares of
    Common Stock which are no longer subject to such restrictions, terms and
    conditions shall, as soon as practicable thereafter, be delivered to the
    Participant.

        8.5 SHARE OWNER RIGHTS. A Participant shall have, with respect to the
    shares of Common Stock underlying a grant of Restricted Shares, all of the
    rights of a share owner of such stock (except as such rights are limited or
    restricted under the Plan or in the relevant Award Agreement). Any stock
    dividends paid in respect of unvested Restricted Shares shall be treated as
    additional Restricted Shares and shall be subject to the same restrictions
    and other terms and conditions that apply to the unvested Restricted Shares
    in respect of which such stock dividends are issued.

    9. PERFORMANCE UNITS.

        9.1 TERMS AND CONDITIONS. Performance Units shall be subject to the
    terms and conditions set forth in this Section 9 and any additional terms
    and conditions, not inconsistent with the express provisions of the Plan, as
    the Committee shall set forth in the relevant Award Agreement.

        9.2 PERFORMANCE UNIT GRANTS. A Performance Unit is an Award of units
    (with each unit representing such monetary amount as is designated by the
    Committee in the Award Agreement) granted to a Participant, subject to such
    terms and conditions as the Committee deems appropriate, including, without
    limitation, the requirement that the Participant forfeit such units (or a
    portion thereof) in the event certain performance criteria or other
    conditions are not met within a designated period of time.

        9.3 GRANTS. Performance Units may be granted alone or in addition to any
    other Awards under the Plan. Subject to the terms of the Plan, the Committee
    shall determine the number of Performance Units to be granted to a
    Participant and the Committee may impose different terms and conditions on
    any particular Performance Units granted to any Participant.

        9.4 PERFORMANCE GOALS AND PERFORMANCE PERIODS. Participants receiving a
    grant of Performance Units shall only earn into and be entitled to payment
    in respect of such Awards if the Company and/or the Participant achieves
    certain performance goals (the "Performance Goals") during and in respect of
    a designated performance period (the "Performance Period"). The



                                       8
<PAGE>

    Performance Goals and the Performance Period shall be established by the
    Committee, in its sole discretion. The Committee shall establish Performance
    Goals for each Performance Period prior to, or as soon as practicable after,
    the commencement of such Performance Period. The Committee shall also
    establish a schedule or schedules for Performance Units setting forth the
    portion of the Award which will be earned or forfeited based on the degree
    of achievement, or lack thereof, of the Performance Goals at the end of the
    relevant Performance Period. In setting Performance Goals, the Committee may
    use, but shall not be limited to, such measures as total share owner return,
    return on equity, net earnings growth, sales or revenue growth, cash flow,
    comparisons to peer companies, individual or aggregate Participant
    performance or such other measure or measures of performance as the
    Committee, in its sole discretion, may deem appropriate. Such performance
    measures shall be defined as to their respective components and meaning by
    the Committee (in its sole discretion). During any Performance Period, the
    Committee shall have the authority to adjust the Performance Goals and/or
    the Performance Period in such manner as the Committee, in its sole
    discretion, deems appropriate at any time and from time to time.

        9.5 PAYMENT OF UNITS. With respect to each Performance Unit, the
    Participant shall, if the applicable Performance Goals have been achieved,
    or partially achieved, as determined by the Committee in its sole
    discretion, by the Company and/or the Participant during the relevant
    Performance Period, be entitled to receive payment in an amount equal to the
    designated value of each Performance Unit times the number of such units so
    earned. Payment in settlement of earned Performance Units shall be made as
    soon as practicable following the conclusion of the respective Performance
    Period in cash, in unrestricted Common Stock, or in Restricted Shares, or in
    any combination thereof, as the Committee in its sole discretion, shall
    determine and provide in the relevant Award Agreement.

    10. DEFERRAL ELECTIONS/TAX REIMBURSEMENTS/OTHER PROVISIONS.

        10.1 DEFERRALS. The Committee may permit a Participant to elect to defer
    receipt of any payment of cash or any delivery of shares of Common Stock
    that would otherwise be due to such Participant by virtue of the exercise,
    earn out or settlement of any Award made under the Plan. If any such
    election is permitted, the Committee shall establish rules and procedures
    for such deferrals. The Committee may also provide in the relevant Award
    Agreement for a tax reimbursement cash payment to be made by the Company in
    favor of any Participant in connection with the tax consequences resulting
    from the grant, exercise, settlement, or earn out of any Award made under
    the Plan.

        10.2 PERFORMANCE-BASED AWARDS. Performance Units, Restricted Shares, and
    other Awards subject to performance criteria that are intended to be
    "qualified performance-based compensation" within the meaning of Section
    162(m) of the Code shall be paid solely on account of the attainment of one
    or more preestablished, objective performance goals within the meaning of
    Section 162(m) and the regulations thereunder. Until otherwise determined by
    the Committee, the performance goals shall be the attainment of
    preestablished levels of any of net income, market price per share, earnings
    per share, return on equity, return on capital employed and/or cash flow.
    The payout of any such Award to a Covered Employee may be reduced, but not
    increased, based on the degree of attainment of other performance criteria
    or otherwise at the



                                       9
<PAGE>

    discretion of the Committee. For purposes of the Plan, "Covered Employee"
    has the same meaning as set forth in Section 162(m) of the Code.

        10.3 MAXIMUM YEARLY AWARDS. The maximum annual Common Stock amounts in
    this Section 10.3 are subject to adjustment under Section 13.2 and are
    subject to the Plan maximum under Section 4.2.

        10.3.1 PERFORMANCE-BASED AWARDS. The maximum amount payable in respect
    of Performance Units, performance-based Restricted Shares and other Awards
    in any calendar year may not exceed 2,600,000 shares of Common Stock (or the
    then equivalent Fair Market Value thereof) in the case of any individual
    Participant. Further, the aggregate number of Performance Units,
    performance-based Restricted Shares and other Awards (excluding Awards
    granted under Section 6 and Section 7) granted to Participants under this
    Plan shall not exceed 2,750,000.

        10.3.2 STOCK OPTIONS AND SARS. Each individual Participant may not
    receive in any calendar year Awards of Options or Stock Appreciation Rights
    exceeding 2,600,000 underlying shares of Common Stock.

    11. DIVIDEND EQUIVALENTS. In addition to the provisions of Section 8.5 of
the Plan, Awards of Stock Options, and/or Stock Appreciation Rights, may, in the
sole discretion of the Committee and if provided for in the relevant Award
Agreement, earn dividend equivalents. In respect of any such Award which is
outstanding on a dividend record date for Common Stock, the Participant shall be
credited with an amount equal to the amount of cash or stock dividends that
would have been paid on the shares of Common Stock covered by such Award had
such covered shares been issued and outstanding on such dividend record date.
The Committee shall establish such rules and procedures governing the crediting
of such dividend equivalents, including, without limitation, the amount, the
timing, form of payment and payment contingencies and/or restrictions of such
dividend equivalents, as it deems appropriate or necessary.

    12. NON-TRANSFERABILITY OF AWARDS. Unless otherwise provided in the Award
Agreement, no Award under the Plan or any Award Agreement, and no rights or
interests herein or therein, shall or may be assigned, transferred, sold,
exchanged, encumbered, pledged, or otherwise hypothecated or disposed of by a
Participant or any beneficiary(ies) of any Participant, except by testamentary
disposition by the Participant or the laws of intestate succession. No such
interest shall be subject to execution, attachment or similar legal process,
including, without limitation, seizure for the payment of the Participant's
debts, judgments, alimony, or separate maintenance. Unless otherwise provided in
the Award Agreement, during the lifetime of a Participant, Stock Options and
Stock Appreciation Rights are exercisable only by the Participant.



                                       10
<PAGE>

    13. CHANGES IN CAPITALIZATION AND OTHER MATTERS.

        13.1 NO CORPORATE ACTION RESTRICTION. The existence of the Plan, any
    Award Agreement and/or the Awards granted hereunder shall not limit, affect
    or restrict in any way the right or power of the Board or the share owners
    of the Company to make or authorize (a) any adjustment, recapitalization,
    reorganization or other change in the Company's or any Subsidiary's capital
    structure or its business, (b) any merger, consolidation or change in the
    ownership of the Company or any Subsidiary, (c) any issue of bonds,
    debentures, capital, preferred or prior preference stocks ahead of or
    affecting the Company's or any Subsidiary's capital stock or the rights
    thereof, (d) any dissolution or liquidation of the Company or any
    Subsidiary, (e) any sale or transfer of all or any part of the Company's or
    any Subsidiary's assets or business, or (f) any other corporate act or
    proceeding by the Company or any Subsidiary. No Participant, beneficiary or
    any other person shall have any claim against any member of the Board or the
    Committee, the Company or any Subsidiary, or any employees, officers, share
    owners or agents of the Company or any Subsidiary, as a result of any such
    action.

        13.2 RECAPITALIZATION ADJUSTMENTS. If the Board determines that any
    dividend or other distribution (whether in the form of cash, Common Stock,
    other securities, or other property), recapitalization, stock split, reverse
    stock split, reorganization, merger, consolidation, split-up, spin-off,
    combination, repurchase, Change of Control or exchange of Common Stock or
    other securities of the Company, or other corporate transaction or event
    affects the Common Stock such that an adjustment is determined by the Board,
    in its sole discretion, to be necessary or appropriate in order to prevent
    dilution or enlargement of benefits or potential benefits intended to be
    made available under the Plan, the Board may, in such manner as it in good
    faith deems equitable, adjust any or all of (i) the number of shares of
    Common Stock or other securities of the Company (or number and kind of other
    securities or property) with respect to which Awards may be granted, (ii)
    the maximum limitation upon Options, Performance Units and performance-based
    Restricted Shares that may be granted to any individual participant, (iii)
    the number of shares of Common Stock or other securities of the Company (or
    number and kind of other securities or property) subject to outstanding
    Awards, and (iv) the exercise price with respect to any Stock Option, or
    make provision for an immediate cash payment to the holder of an outstanding
    Award in consideration for the cancellation of such Award.

        13.3 MERGERS. If the Company enters into or is involved in any merger,
    reorganization, Change of Control or other business combination with any
    person or entity (a "Merger Event"), the Board may, prior to such Merger
    Event and effective upon such Merger Event, take such action as it deems
    appropriate, including, but not limited to, replacing such Stock Options
    with substitute stock options and/or stock appreciation rights in respect of
    the shares, other securities or other property of the surviving corporation
    or any affiliate of the surviving corporation on such terms and conditions,
    as to the number of shares, pricing and otherwise, which shall substantially
    preserve the value, rights and benefits of any affected Stock Options or
    Stock Appreciation Rights granted hereunder as of the date of the
    consummation of the Merger Event. Notwithstanding anything to the contrary
    in the Plan, if any Merger Event or Change of Control occurs, the Company
    shall have the right, but not the obligation, to cancel each Participant's
    Stock Options and/or Stock Appreciation Rights and to pay to each affected
    Participant in connection with the cancellation of such Participant's Stock
    Options and/or Stock Appreciation Rights, an amount equal to the excess



                                       11
<PAGE>

    of the Fair Market Value, as determined by the Board, of the Common Stock
    underlying any unexercised Stock Options or Stock Appreciation Rights
    (whether then exercisable or not) over the aggregate exercise price of such
    unexercised Stock Options and/or Stock Appreciation Rights.

    Upon receipt by any affected Participant of any such substitute stock
    options, stock appreciation rights (or payment) as a result of any such
    Merger Event, such Participant's affected Stock Options and/or Stock
    Appreciation Rights for which such substitute options and/or stock
    appreciation rights (or payment) were received shall be thereupon cancelled
    without the need for obtaining the consent of any such affected Participant.

        14.  CHANGE OF CONTROL PROVISIONS.

        14.1 IMPACT OF EVENT. Notwithstanding any other provision of the Plan to
    the contrary, in the event of a Change in Control:

        (i)   Any Stock Options and Stock Appreciation Rights outstanding as of
              the date such Change in Control is determined to have occurred,
              and which are not then exercisable and vested, shall become fully
              exercisable and vested;

        (ii)  The restrictions and deferral limitations applicable to any
              Restricted Shares shall lapse, and such Restricted Shares shall
              become free of all restrictions and become fully vested and
              transferable;

        (iii) All Performance Units shall be considered to be earned and payable
              in full, and any deferral or other restriction shall lapse and
              such Performance Units shall be settled in cash as promptly as is
              practicable; and

        (iv)  The Committee may also make additional adjustments and/or
              settlements of outstanding Awards as it deems appropriate and
              consistent with the Plan's purposes.

        14.2 DEFINITION OF CHANGE IN CONTROL. For purposes of the Plan, a
    "Change in Control" shall mean the happening of any of the following events:

        (i)   An acquisition after the date hereof by any individual, entity or
              group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
              Exchange Act) (a "Person") of beneficial ownership (within the
              meaning of Rule 13d-3 promulgated under the Exchange Act) of 20%
              or more of either (a) the then outstanding shares of common stock
              of the Company (the "Outstanding Company Common Stock") or (b) the
              combined voting power of the then outstanding voting securities of
              the Company entitled to vote generally in the election of
              directors (the "Outstanding Company Voting Securities");
              excluding, however, the following: (1) any acquisition directly
              from the Company, other than an acquisition by virtue of the
              exercise of a conversion privilege unless the security being so
              converted was itself acquired directly from the Company or
              approved by the Incumbent Board (as defined below), (2) any
              acquisition by the Company, (3) any acquisition by any employee
              benefit plan (or related trust) sponsored or maintained by the
              Company or any entity controlled by the Company, (4) any
              acquisition by an underwriter temporarily holding Company
              securities pursuant to



                                       12
<PAGE>

              an offering of such securities, or (5) any acquisition pursuant to
              a transaction which complies with clauses (1), (2) and (3) of
              subsection (iii) of this Section 14.2; or

        (ii)  A change in the composition of the Board such that the individuals
              who, as of the effective date of the Plan, constitute the Board
              (such Board shall be hereinafter referred to as the "Incumbent
              Board") cease for any reason to constitute at least a majority of
              the Board; provided, however, for purposes of this Section, that
              any individual who becomes a member of the Board subsequent to the
              effective date of the Plan, whose election, or nomination for
              election by the Company's share owners, was approved by a vote of
              at least a majority of those individuals who are members of the
              Board and who were also members of the Incumbent Board (or deemed
              to be such pursuant to this proviso), either by a specific vote or
              by approval of the proxy statement of the Company in which such
              person is named as a nominee for director, without written
              objection to such nomination shall be considered as though such
              individual were a member of the Incumbent Board; but, provided
              further, that any such individual whose initial assumption of
              office occurs as a result of either an actual or threatened
              election contest with respect to the election or removal of
              directors or other actual or threatened solicitation of proxies or
              consents by or on behalf of a Person other than the Board shall
              not be so considered as a member of the Incumbent Board; or

        (iii) Consummation of a reorganization, merger or consolidation (or
              similar transaction), a sale or other disposition of all or
              substantially all of the assets of the Company, or the acquisition
              of assets or stock of another entity ("Corporate Transaction"); in
              each case, unless immediately following such Corporate Transaction
              (1) all or substantially all of the individuals and entities who
              are the beneficial owners, respectively, of the Outstanding
              Company Common Stock and Outstanding Company Voting Securities
              immediately prior to such Corporate Transaction will beneficially
              own, directly or indirectly, more than 60% of, respectively, the
              outstanding shares of common stock, and the combined voting power
              of the then outstanding voting securities entitled to vote
              generally in the election of directors, as the case may be, of the
              corporation resulting from such Corporate Transaction (including,
              without limitation, a corporation which as a result of such
              transaction owns the Company or all or substantially all of the
              Company's assets either directly or through one or more
              subsidiaries) in substantially the same proportions as their
              ownership, immediately prior to such Corporate Transaction, of the
              Outstanding Company Common Stock and Outstanding Company Voting
              Securities, as the case may be, (2) no Person (other than the
              Company, any employee benefit plan (or related trust) of the
              Company or such corporation resulting from such Corporate
              Transaction) will beneficially own, directly or indirectly, 20% or
              more of, respectively, the outstanding shares of common stock of
              the corporation resulting from such Corporate Transaction or the
              combined voting power of the outstanding voting securities of such
              corporation entitled to vote generally in the election of
              directors, except to the extent that such ownership existed prior
              to the Corporate Transaction, and (3) individuals who were members
              of the Incumbent Board at the time of the Board's approval of the
              execution of the initial agreement providing for such Corporate
              Transaction will constitute at least a majority of the members of
              the board of directors of the corporation resulting from such
              Corporate Transaction; or



                                       13
<PAGE>

        (iv)  The approval by the share owners of the Company of a complete
              liquidation or dissolution of the Company.

        14.3 CHANGE IN CONTROL CASH-OUT. Notwithstanding any other provision of
    the Plan, during the 60-day period from and after a Change in Control (the
    "Exercise Period"), if the Committee shall determine at the time of grant or
    thereafter, a Participant shall have the right, whether or not the Option is
    fully exercisable in lieu of the payment of the option price for the shares
    of Common Stock being purchased under the Option and by giving notice to the
    Company, to elect (within the Exercise Period) to surrender all or part of
    the Option to the Company and to receive cash, within 30 days of such
    election, in an amount equal to the amount by which the Change in Control
    Price (as defined below) per share of Common Stock on the date of such
    election shall exceed the exercise price per share of Common Stock under the
    Option (the "Spread") multiplied by the number of shares of Common Stock
    granted under the Option as to which the right granted under this Section
    14.3 shall have been exercised. Notwithstanding the foregoing, if any right
    granted pursuant to this Section 14.3 would make a Change in Control
    transaction ineligible for pooling-of-interests accounting under APB No. 16
    that but for the nature of such grant would otherwise be eligible for such
    accounting treatment, the Committee shall have the ability to substitute for
    the cash payable pursuant to such right Common Stock with a Fair Market
    Value (as of the date of delivery of such stock) equal to the cash that
    would otherwise be payable hereunder or, if necessary to preserve such
    accounting treatment, otherwise modify or eliminate such right.

        14.4 CHANGE IN CONTROL PRICE. For purposes of the Plan, "Change in
    Control Price" means the higher of (i) the highest reported sales price,
    regular way, of a share of Common Stock in any transaction reported on the
    New York Stock Exchange Composite Tape or other national exchange on which
    such shares are listed during the 60-day period prior to and including the
    date of a Change in Control, or (ii) if the Change in Control is the result
    of a tender or exchange offer or a Corporate Transaction, the highest price
    per share of Common Stock paid in such tender or exchange offer or Corporate
    Transaction; provided, however, that in the case of Incentive Stock Options
    and Stock Appreciation Rights relating to Incentive Stock Options, the
    Change in Control Price shall be in all cases the Fair Market Value of the
    Common Stock on the date such Incentive Stock Option or Stock Appreciation
    Right is exercised. To the extent that the consideration paid in any such
    transaction described above consists all or in part of securities or other
    noncash consideration, the value of such securities or other noncash
    consideration shall be determined in the sole discretion of the Board.

    15. AMENDMENT, SUSPENSION, AND TERMINATION.

        15.1 IN GENERAL. The Board may suspend or terminate the Plan (or any
    portion thereof) at any time and may amend the Plan at any time and from
    time to time in such respects as the Board may deem advisable to insure that
    any and all Awards conform to or otherwise reflect any change in applicable
    laws or regulations, or to permit the Company or the Participants to benefit
    from any change in applicable laws or regulations, or in any other respect
    the Board may deem to be in the best interests of the Company or any
    Subsidiary. No such amendment, suspension or termination shall (a)
    materially adversely affect the rights of any Participant under any
    outstanding Stock Options, Stock Appreciation Rights, Performance Units, or
    Restricted Share grants, without the consent of such Participant, (b) make
    any change that would disqualify the Plan, or any other plan



                                       14
<PAGE>

    of the Company or any Subsidiary intended to be so qualified, from the
    benefits provided under Section 422 of the Code, or any successor provisions
    thereto, or (c) revise the exercise price of any outstanding Stock Option or
    increase the number of shares available for Awards pursuant to Section 4.2
    without share owner approval.

        15.2 AWARD AGREEMENT MODIFICATIONS. The Committee may (in its sole
    discretion) amend or modify at any time and from time to time the terms and
    provisions of any outstanding Stock Options, Stock Appreciation Rights,
    Performance Units, or Restricted Share grants, in any manner to the extent
    that the Committee under the Plan or any Award Agreement could have
    initially determined the restrictions, terms and provisions of such Stock
    Options, Stock Appreciation Rights, Performance Units, and/or Restricted
    Share grants, including, without limitation, changing or accelerating (a)
    the date or dates as of which such Stock Options or Stock Appreciation
    Rights shall become exercisable, (b) the date or dates as of which such
    Restricted Share grants shall become vested, or (c) the performance period
    or goals in respect of any Performance Units. No such amendment or
    modification shall, however, materially adversely affect the rights of any
    Participant under any such Award without the consent of such Participant.

    16. MISCELLANEOUS.

        16.1 TAX WITHHOLDING. The Company shall have the right to deduct from
    any payment or settlement under the Plan, including, without limitation, the
    exercise of any Stock Option or Stock Appreciation Right, or the delivery,
    transfer or vesting of any Common Stock or Restricted Shares, any federal,
    state, local or other taxes of any kind which the Committee, in its sole
    discretion, deems necessary to be withheld to comply with the Code and/or
    any other applicable law, rule or regulation. Shares of Common Stock may be
    used to satisfy any such tax withholding. Such Common Stock shall be valued
    based on the market value of such stock as of the date the tax withholding
    is required to be made, such date to be determined by the Committee. In
    addition, the Company shall have the right to require payment from a
    Participant to cover any applicable withholding or other employment taxes
    due upon any payment or settlement under the Plan.

        16.2 NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan, the
    granting of any Award, nor the execution of any Award Agreement, shall
    confer upon any employee of the Company or any Subsidiary any right to
    continued employment with the Company or any Subsidiary, as the case may be,
    nor shall it interfere in any way with the right, if any, of the Company or
    any Subsidiary to terminate the employment of any employee at any time for
    any reason.

        16.3 UNFUNDED PLAN. The Plan shall be unfunded and the Company shall not
    be required to segregate any assets in connection with any Awards under the
    Plan. Any liability of the Company to any person with respect to any Award
    under the Plan or any Award Agreement shall be based solely upon the
    contractual obligations that may be created as a result of the Plan or any
    such Award Agreement. No such obligation of the Company shall be deemed to
    be secured by any pledge of, encumbrance on, or other interest in, any
    property or asset of the Company or any Subsidiary. Nothing contained in the
    Plan or any Award Agreement shall be construed as creating in respect of any
    Participant (or beneficiary thereof or any other person) any equity or other
    interest of any kind in any assets of the Company or any Subsidiary or
    creating a trust of any kind or a



                                       15
<PAGE>

    fiduciary relationship of any kind between the Company, any Subsidiary
    and/or any such Participant, any beneficiary thereof or any other person.

        16.4 PAYMENTS TO A TRUST. The Committee is authorized to cause to be
    established a trust agreement or several trust agreements or similar
    arrangements from which the Committee may make payments of amounts due or to
    become due to any Participants under the Plan.

        16.5 OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS. Payments and other
    benefits received by a Participant under an Award made pursuant to the Plan
    shall not be deemed a part of a Participant's compensation for purposes of
    the determination of benefits under any other employee welfare or benefit
    plans or arrangements, if any, provided by the Company or any Subsidiary
    unless expressly provided in such other plans or arrangements, or except
    where the Board expressly determines in writing that inclusion of an Award
    or portion of an Award should be included to accurately reflect competitive
    compensation practices or to recognize that an Award has been made in lieu
    of a portion of competitive annual base salary or other cash compensation.
    Awards under the Plan may be made in addition to, in combination with, or as
    alternatives to, grants, awards or payments under any other plans or
    arrangements of the Company or its Subsidiaries. The existence of the Plan
    notwithstanding, the Company or any Subsidiary may adopt such other
    compensation plans or programs and additional compensation arrangements as
    it deems necessary to attract, retain and motivate employees.

        16.6 LISTING, REGISTRATION AND OTHER LEGAL COMPLIANCE. No Awards or
    shares of the Common Stock shall be required to be issued or granted under
    the Plan unless legal counsel for the Company shall be satisfied that such
    issuance or grant will be in compliance with all applicable federal and
    state securities laws and regulations and any other applicable laws or
    regulations. The Committee may require, as a condition of any payment or
    share issuance, that certain agreements, undertakings, representations,
    certificates, and/or information, as the Committee may deem necessary or
    advisable, be executed or provided to the Company to assure compliance with
    all such applicable laws or regulations. Certificates for shares of the
    Restricted Shares and/or Common Stock delivered under the Plan may be
    subject to such stock-transfer orders and such other restrictions as the
    Committee may deem advisable under the rules, regulations, or other
    requirements of the Securities and Exchange Commission, any stock exchange
    upon which the Common Stock is then listed, and any applicable federal or
    state securities law. In addition, if, at any time specified herein (or in
    any Award Agreement or otherwise) for (a) the making of any Award, or the
    making of any determination, (b) the issuance or other distribution of
    Restricted Shares and/or Common Stock, or (c) the payment of amounts to or
    through a Participant with respect to any Award, any law, rule, regulation
    or other requirement of any governmental authority or agency shall require
    either the Company, any Subsidiary or any Participant (or any estate,
    designated beneficiary or other legal representative thereof) to take any
    action in connection with any such determination, any such shares to be
    issued or distributed, any such payment, or the making of any such
    determination, as the case may be, shall be deferred until such required
    action is taken. With respect to persons subject to Section 16 of the
    Exchange Act, transactions under the Plan are intended to comply with all
    applicable conditions of Rule 16b-3 promulgated under the Exchange Act.



                                       16
<PAGE>

        16.7 AWARD AGREEMENTS. Each Participant receiving an Award under the
    Plan shall enter into an Award Agreement with the Company in a form
    specified by the Committee. Each such Participant shall agree to the
    restrictions, terms and conditions of the Award set forth therein and in the
    Plan.

        16.8 DESIGNATION OF BENEFICIARY. Each Participant to whom an Award has
    been made under the Plan may designate a beneficiary or beneficiaries to
    exercise any Stock Option or to receive any payment which under the terms of
    the Plan and the relevant Award Agreement may become exercisable or payable
    on or after the Participant's death. At any time, and from time to time, any
    such designation may be changed or cancelled by the Participant without the
    consent of any such beneficiary. Any such designation, change or
    cancellation must be on a form provided for that purpose by the Committee
    and shall not be effective until received by the Committee. If no
    beneficiary has been designated by a deceased Participant, or if the
    designated beneficiaries have predeceased the Participant, the beneficiary
    shall be the Participant's estate. If the Participant designates more than
    one beneficiary, any payments under the Plan to such beneficiaries shall be
    made in equal shares unless the Participant has expressly designated
    otherwise, in which case the payments shall be made in the shares designated
    by the Participant.

        16.9 LEAVES OF ABSENCE/TRANSFERS. The Committee shall have the power to
    promulgate rules and regulations and to make determinations, as it deems
    appropriate, under the Plan in respect of any leave of absence from the
    Company or any Subsidiary granted to a Participant. Without limiting the
    generality of the foregoing, the Committee may determine whether any such
    leave of absence shall be treated as if the Participant has terminated
    employment with the Company or any such Subsidiary. If a Participant
    transfers within the Company, or to or from any Subsidiary, such Participant
    shall not be deemed to have terminated employment as a result of such
    transfers.

        16.10 LOANS. Subject to applicable law, the Committee may provide,
    pursuant to Plan rules, for the Company or any Subsidiary to make loans to
    Participants to finance the exercise price of any Stock Options, as well as
    the withholding obligation under Section 16.1 of the Plan and/or the
    estimated or actual taxes payable by the Participant as a result of the
    exercise of such Stock Option and the Committee may prescribe the terms and
    conditions of any such loan.

        16.11 GOVERNING LAW. The Plan and all actions taken thereunder shall be
    governed by and construed in accordance with the laws of the State of
    Delaware, without reference to the principles of conflict of laws thereof.
    Any titles and headings herein are for reference purposes only, and shall in
    no way limit, define or otherwise affect the meaning, construction or
    interpretation of any provisions of the Plan.

        16.12 EFFECTIVE DATE. The Plan shall be effective upon its approval by
    the Board and adoption by the Company, subject to the approval of the Plan
    by the Company's share owners in accordance with Sections 162(m) and 422 of
    the Code.

    As adopted by the Board on February 18, 2000 and as amended by the Committee
on February 20, 2003.



                                       17