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                                                                    Exhibit 10.4

                              [LOGO] getty images




                              AMENDED AND RESTATED

                               GETTY IMAGES, INC.

                            1998 STOCK INCENTIVE PLAN

                   (Amended and Restated as of April 4, 2002)

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                     AMENDED AND RESTATED GETTY IMAGES, INC.
                            1998 STOCK INCENTIVE PLAN

         1.   Purpose. The purposes of the Amended and Restated Getty Images,
Inc. 1998 Stock Incentive Plan (the "Plan") are to attract, retain and motivate
officers, employees, directors and consultants of GETTY IMAGES, INC., a Delaware
corporation (the "Company"), and its Subsidiaries (as hereinafter defined), to
compensate them for their contributions to the growth and profits of the Company
and to encourage ownership by them of stock of the Company.

         2.   Definitions. For purposes of the Plan, the following terms shall
be defined as follows:

         "Affiliate" and "Associate" have the respective meanings ascribed to
    such terms in Rule 12b-2 promulgated under the Exchange Act.

         "Award" means an award made pursuant to the terms of the Plan to an
    Eligible Individual in the form of Stock Options, Stock Appreciation Rights,
    Stock Awards, Performance Share Awards, Section 162(m) Awards or other
    awards determined by the Committee.

         "Award Agreement" means a written agreement or certificate granting an
    Award. An Award Agreement shall be executed by an officer on behalf of the
    Company and shall contain such terms and conditions as the Committee deems
    appropriate and that are not inconsistent with the terms of the Plan. The
    Committee may in its discretion require that an Award Agreement be executed
    by the Participant to whom the relevant Award is made.

         "Beneficial Owner" has the meaning ascribed to such term in Rule 13d-3
    promulgated under the Exchange Act.

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

         A "Change in Control" of the Company, unless otherwise defined in an
    Award Agreement or in a written employment or services agreement between the
    Participant and the Company or a Subsidiary, shall be deemed to have
    occurred when:

              (a)   any Person (other than the Company, any Subsidiary or
         Affiliate of the Company, any employee benefit plan of the Company or
         of any Subsidiary of the Company, or any person or entity organized,
         appointed or established by the Company or any Subsidiary of the
         Company for or pursuant to the terms of any such plan), alone or
         together with its Affiliates and Associates (collectively, an
         "Acquiring Person"), shall become the Beneficial Owner of 33-1/3
         percent or more of the then outstanding shares of Common Stock or the
         Combined Voting Power of the Company,

              (b)   during any period of two consecutive years, individuals who
         at the beginning of such period constitute the Board, and any new
         director (other than a director who is a representative or nominee of
         an Acquiring Person) whose election by the Board or nomination for
         election by the Company's shareholders was approved by a vote of at
         least a majority of the directors then still in office who either were
         directors at the beginning of the period or whose election or
         nomination for election

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         was previously so approved (collectively, the "Continuing Directors"),
         cease for any reason to constitute a majority of the Board,

              (c)   the shareholders of the Company shall approve and there
         shall occur a merger or consolidation of the Company with any other
         corporation, other than a merger or consolidation which would result in
         the voting securities of the Company outstanding immediately prior
         thereto continuing to represent (either by remaining outstanding or by
         being converted into voting securities of the Surviving Entity (as
         defined in Section 16 hereof) or any Parent of such Surviving Entity)
         at least a majority of the Combined Voting Power of the Company, such
         Surviving Entity or the Parent of such Surviving Entity outstanding
         immediately after such merger or consolidation, or

              (d)   the shareholders of the Company shall approve and there
         shall occur a plan of reorganization (other than a reorganization under
         the United States Bankruptcy Code) or complete liquidation of the
         Company or an agreement for the sale or disposition by the Company of
         all or substantially all of the Company's assets;

         provided, however, that a Change in Control shall not be deemed to have
    occurred in the event of

              (i)   a sale or conveyance in which the Company continues as a
         holding company of an entity or entities that conduct all or
         substantially all of the business or businesses formerly conducted by
         the Company, or

              (ii)  any transaction undertaken for the purpose of incorporating
         the Company under the laws of another jurisdiction, if such transaction
         does not materially affect the beneficial ownership of the Company's
         capital stock.

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

         "Combined Voting Power" means the combined voting power of the
    Company's or other relevant entity's then outstanding voting securities.

         "Committee" means the (i) full Board or (ii) Compensation Committee of
    the Board, any successor committee thereto, or (iii) any other committee
    appointed by the Board to administer the Plan.

         "Common Stock" means the Common Stock, par value $.01 per share, of the
    Company.

         "Eligible Individuals" means the individuals described in Section 6 who
    are eligible to receive Awards under the Plan.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
    and the applicable rulings and regulations thereunder.

         "Fair Market Value" means, in the event the Common Stock is traded on a
    recognized securities exchange or quoted by the National Association of
    Securities Dealers Automated Quotations on National Market Issues, an amount
    equal to the average of the high and low

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    prices of the Common Stock on such exchange or such quotation on the date
    set for valuation or, if no sales of Common Stock were made on said exchange
    or so quoted on that date, the average of the high and low prices of the
    Common Stock on the next preceding day on which sales were made on such
    exchange or quotations; or, if the Common Stock is not so traded or quoted,
    that value determined, in its sole discretion, by the Committee.

         "Incentive Stock Option" means a Stock Option which is an "incentive
    stock option" within the meaning of Section 422 of the Code and designated
    by the Committee as an Incentive Stock Option in an Award Agreement.

         "Nonqualified Stock Option" means a Stock Option which is not an
    Incentive Stock Option.

         "Parent" means any corporation which is a "parent corporation" within
    the meaning of Section 424(e) of the Code with respect to the relevant
    entity.

         "Participant" means an Eligible Individual to whom an Award has been
    granted under the Plan.

         "Performance Period" means a fiscal year of the Company or such other
    period that may be specified by the Committee in connection with the grant
    of a Section 162(m) Award.

         "Performance Share Award" means a conditional Award of shares of Common
    Stock granted to an Eligible Individual pursuant to Section 11 hereof.

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

         "Section 162(m) Participant" means, for a given fiscal year of the
    Company, any Participant designated by the Committee by not later than 90
    days following the start of such year as a Participant (or such other time
    as may be required or permitted by Section 162(m) of the Code) whose
    compensation for such fiscal year may be subject to the limit on deductible
    compensation imposed by Section 162(m) of the Code.

         "Stock Appreciation Right" means an Award to receive all or some
    portion of the appreciation on shares of Common Stock granted to an Eligible
    Individual pursuant to Section 9 hereof.

         "Stock Award" means an Award of shares of Common Stock granted to an
    Eligible Individual pursuant to Section 10 hereof.

         "Stock Option" means an option to purchase shares of Common Stock
    granted to an Eligible Individual pursuant to Section 8 hereof.

         "Subsidiary" means (i) any corporation which is a "subsidiary
    corporation" within the meaning of Section 424(f) of the Code with respect
    to the Company or (ii) any other corporation or other entity in which the
    Company, directly or indirectly, has an equity or similar interest and which
    the Committee designates as a Subsidiary for the purposes of the Plan.

         "Substitute Award" means an Award granted upon assumption of, or in
    substitution for, outstanding equity awards previously granted by a company
    or other entity in connection

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    with a corporate transaction, such as a merger, combination, consolidation
    or acquisition of property or stock.

         3.   Administration of the Plan.

         (a)  Power and Authority of the Committee. The Plan shall be
    administered by the Committee, which shall have full power and authority,
    subject to the express provisions hereof, (i) to select Participants from
    the Eligible Individuals, (ii) to grant Awards in accordance with the Plan,
    (iii) to determine the number of Shares subject to each Award or the cash
    amount payable in connection with an Award, (iv) to determine the terms and
    conditions of each Award, including, without limitation, those related to
    vesting, forfeiture, payment and exercisability, and the effect, if any, of
    a Participant's termination of employment or services with the Company or,
    subject to Section 16 hereof, of a Change in Control on the outstanding
    Awards granted to such Participant, and including the authority to amend the
    terms and conditions of an Award after the granting thereof to a Participant
    in a manner that is not prejudicial to the rights of such Participant, (v)
    to specify and approve the provisions of the Award Agreements delivered to
    Participants in connection with their Awards, (vi) to construe and interpret
    any Award Agreement delivered under the Plan, (vii) to prescribe, amend and
    rescind rules and procedures relating to the Plan, (viii) to vary the terms
    of Awards to take account of tax, securities law and other regulatory
    requirements of foreign jurisdictions, (ix) subject to the provisions of the
    Plan and subject to such additional limitations and restrictions as the
    Committee may impose, to delegate to one or more officers of the Company
    some or all of its authority under the Plan, and (x) to make all other
    determinations and to formulate such procedures as may be necessary or
    advisable for the administration of the Plan.

         (b)  Plan Construction and Interpretation. The Committee shall have
    full power and authority, subject to the express provisions hereof, to
    construe and interpret the Plan.

         (c)  Determinations of Committee Final and Binding. All determinations
    by the Committee in carrying out and administering the Plan and in
    construing and interpreting the Plan shall be final, binding and conclusive
    for all purposes and upon all persons interested herein.

         (d)  Delegation of Authority. To the extent consistent with applicable
    law, the Board may authorize one or more officers of the Company to grant
    Awards to designated Eligible Individuals. Any delegation hereunder shall be
    subject to the restrictions and limits that the Board specifies at the time
    of such delegation or thereafter. Nothing in the Plan shall be construed as
    obligating the Board to delegate authority to an officer, and the Board may
    at any time rescind the authority delegated to an officer appointed
    hereunder or appoint a new officer. At all times, the officer appointed
    under this Section 3(d) shall serve in such capacity at the pleasure of the
    Board. Any action undertaken by the officer in accordance with the Board's
    delegation of authority shall have the same force and effect as if
    undertaken directly by the Committee, and any reference in the Plan to the
    Committee shall, to the extent consistent with the terms and limitations of
    such delegation, be deemed to include a reference to the officer.

         (e)  Liability of Committee. No member of the Committee shall be liable
    for anything whatsoever in connection with the administration of the Plan
    except such person's own willful misconduct. Under no circumstances shall
    any member of the Committee be liable for any act or omission of any other
    member of the Committee. In the performance of its functions with respect to
    the Plan, the Committee shall be entitled to rely upon information

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    and advice furnished by the Company's officers, the Company's accountants,
    the Company's counsel and any other party the Committee deems necessary, and
    no member of the Committee shall be liable for any action taken or not taken
    in reliance upon any such advice.

         (f)  Separate Programs. The Committee may establish one or more
    separate programs under the Plan for the purpose of issuing particular forms
    of Awards to one or more classes of Eligible Individuals on such terms and
    conditions as determined by the Committee from time to time.

         4.   Duration of Plan. The Plan shall remain in effect until terminated
by the Board of Directors and thereafter until all Awards granted under the Plan
are satisfied by the issuance of shares of Common Stock or the payment of cash
or are terminated under the terms of the Plan or under the Award Agreement
entered into in connection with the grant thereof. Notwithstanding the
foregoing, no Awards may be granted under the Plan after the tenth anniversary
of the Effective Date (as defined in Section 18(j)).

         5.   Shares of Stock Subject to the Plan. Subject to adjustment as
provided in Section 15(b) hereof, the number of shares of Common Stock that may
be issued under the Plan pursuant to Awards shall not exceed, in the aggregate,
13,000,000 shares (the "Section 5 Limit"), of which the number of shares of
Common Stock that may be issued under the Plan pursuant to Incentive Stock
Options may not exceed, in the aggregate, 9,000,000 shares. Such shares may be
either authorized but unissued shares, treasury shares or any combination
thereof. For purposes of determining the number of shares that remain available
for issuance under the Plan, the following rules shall apply:

         (a)  the number of Shares subject to outstanding Awards shall be
    charged against the Section 5 Limit; and

         (b)  the Section 5 Limit shall be increased by:

              (i)   the number of shares subject to an Award (or portion
         thereof) which lapses, expires or is otherwise terminated without the
         issuance of such shares or is settled by the delivery of consideration
         other than shares,

              (ii)  the number of shares tendered to pay the exercise price of a
         Stock Option or other Award, and

              (iii) the number of shares withheld from any Award to satisfy a
         Participant's tax withholding obligations or, if applicable, to pay the
         exercise price of a Stock Option or other Award.

         In addition, any shares underlying Substitute Awards shall not be
counted against the Section 5 Limit set forth in the first sentence of this
Section 5.

              6.    Eligible Individuals.

              (a)   Eligibility Criteria. Awards may be granted by the Committee
         to individuals ("Eligible Individuals") who are officers, employees,
         directors or consultants of the Company or a Subsidiary with the
         potential to contribute to the future success of the Company or its
         Subsidiaries.

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              (b)   Maximum Number of Shares per Eligible Individual. In
         accordance with the requirements under Section 162(m) of the Code, no
         Eligible Individual shall receive grants of Awards with respect to an
         aggregate of more than 4,500,000 shares of Common Stock in respect of
         any fiscal year of the Company. For purposes of the preceding sentence,
         any Award that is made as bonus compensation, or is made in lieu of
         compensation that otherwise would be payable to an Eligible Individual,
         shall be considered made in respect of the fiscal year to which such
         bonus or other compensation relates or otherwise was earned.

              7.    Awards Generally. Awards under the Plan may consist of
Stock Options, Stock Appreciation Rights, Stock Awards, Performance Share
Awards, Section 162(m) Awards or other awards determined by the Committee. The
terms and provisions of an Award shall be set forth in a written Award Agreement
approved by the Committee and delivered or made available to the Participant as
soon as practicable following the date of the Award. The vesting,
exercisability, payment and other restrictions applicable to an Award (which may
include, without limitation, restrictions on transferability or provision for
mandatory resale to the Company) shall be determined by the Committee and set
forth in the applicable Award Agreement. Notwithstanding the foregoing, the
Committee may accelerate (i) the vesting or payment of any Award, (ii) the lapse
of restrictions on any Award or (iii) the date on which any Option or Stock
Appreciation Right first becomes exercisable. The date of a Participant's
termination of employment or services for any reason shall be determined in the
sole discretion of the Committee. The Committee shall also have full authority
to determine and specify in the applicable Award Agreement the effect, if any,
that a Participant's termination of employment or services for any reason will
have on the vesting, exercisability, payment or lapse of restrictions applicable
to an outstanding Award.

              8.    Stock Options.

              (a)   Terms of Stock Options Generally. Subject to the terms of
         the Plan and the applicable Award Agreement, each Stock Option shall
         entitle the Participant to whom such Stock Option was granted to
         purchase the number of shares of Common Stock specified in the
         applicable Award Agreement and shall be subject to the terms and
         conditions established by the Committee in connection with the Stock
         Option and specified in the applicable Award Agreement. Upon
         satisfaction of the conditions to exercisability specified in the
         applicable Award Agreement, a Participant shall be entitled to exercise
         the Stock Option in whole or in part and to receive, upon satisfaction
         or payment of the exercise price or an irrevocable notice of exercise
         in the manner contemplated by Section 8(d) below, the number of shares
         of Common Stock in respect of which the Stock Option shall have been
         exercised. Stock Options may be either Nonqualified Stock Options or
         Incentive Stock Options.

              (b)   Exercise Price. The exercise price per share of Common Stock
         purchasable under a Stock Option shall be no less than 100% of the Fair
         Market Value per share on the date of grant. Notwithstanding the
         foregoing, the exercise price per share of a Stock Option that is a
         Substitute Award may be less than the Fair Market Value per share on
         the date of grant, provided that the excess of:

                          (i)    the aggregate Fair Market Value (as of the date
                    such Substitute Award is granted) of the shares subject to
                    the Substitute Award, over

                          (ii)   the aggregate exercise price thereof,

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              does not exceed the excess of:

                          (iii)  the aggregate fair market value (as of the time
                    immediately preceding the transaction giving rise to the
                    Substitute Award, such fair market value to be determined by
                    the Committee) of the shares of the predecessor entity that
                    were subject to the grant assumed or substituted for by the
                    Company, over

                          (iv)   the aggregate exercise price of such shares.

              (c)   Option Term. The term of each Stock Option shall be fixed by
         the Committee and set forth in the Award Agreement; provided, however,
         that a Stock Option shall not be exercisable after the expiration of
         ten (10) years after the date the Stock Option is granted.

              (d)   Method of Exercise. Subject to the provisions of the
         applicable Award Agreement, the exercise price of a Stock Option may be
         paid in cash or previously owned shares or a combination thereof and,
         if the applicable Award Agreement so provides, in whole or in part
         through the withholding of shares subject to the Stock Option with a
         value equal to the exercise price. In accordance with the rules and
         procedures established by the Committee for this purpose, the Stock
         Option may also be exercised through a "cashless exercise" procedure
         approved by the Committee involving a broker or dealer approved by the
         Committee, that affords Participants the opportunity to sell
         immediately some or all of the shares underlying the exercised portion
         of the Stock Option in order to generate sufficient cash to pay the
         Stock Option exercise price and/or to satisfy withholding tax
         obligations related to the Stock Option.

         9.   Stock Appreciation Rights. Stock Appreciation Rights shall be
subject to the terms and conditions established by the Committee in connection
with the Award thereof and specified in the applicable Award Agreement. Upon
satisfaction of the conditions to the payment specified in the applicable Award
Agreement, each Stock Appreciation Right shall entitle a Participant to an
amount, if any, equal to the Fair Market Value of a share of Common Stock on the
date of exercise over the Stock Appreciation Right exercise price specified in
the applicable Award Agreement. At the discretion of the Committee, payments to
a Participant upon exercise of a Stock Appreciation Right may be made in Shares,
cash or a combination thereof. A Stock Appreciation Right may be granted alone
or in addition to other Awards, or in tandem with a Stock Option. If granted in
tandem with a Stock Option, a Stock Appreciation Right shall cover the same
number of shares of Common Stock as covered by the Stock Option (or such lesser
number of shares as the Committee may determine) and shall be exercisable only
at such time or times and to the extent the related Stock Option shall be
exercisable, and shall have the same term and exercise price as the related
Stock Option. Upon exercise of a Stock Appreciation Right granted in tandem with
a Stock Option, the related Stock Option shall be canceled automatically to the
extent of the number of shares covered by such exercise; conversely, if the
related Stock Option is exercised as to some or all of the shares covered by the
tandem grant, the tandem Stock Appreciation Right shall be canceled
automatically to the extent of the number of shares covered by the Stock Option
exercised.

         10.  Stock Awards. Stock Awards shall consist of one or more shares of
Common Stock granted or offered for sale to an Eligible Individual, and shall be
subject to the terms and conditions established by the Committee in connection
with the Award and specified in the applicable Award Agreement. The shares of
Common Stock subject to a Stock Award may, among other things, be subject to
vesting requirements or restrictions on transferability.

         11.  Performance Share Awards. Performance Share Awards shall be
evidenced by an Award Agreement in such form and containing such terms and
conditions as the Committee

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deems appropriate and which are not inconsistent with the terms of the Plan.
Each Award Agreement shall set forth the number of shares of Common Stock to be
earned by a Participant upon satisfaction of certain specified performance
criteria and subject to such other terms and conditions as the Committee deems
appropriate. Payment in settlement of a Performance Share Award shall be made as
soon as practicable following the conclusion of the applicable performance
period, or at such other time as the Committee shall determine, in shares of
Common Stock, in an equivalent amount of cash or in a combination of Common
Stock and cash, as the Committee shall determine.

         12.  Other Awards. The Committee shall have the authority to specify
the terms and provisions of other forms of equity-based or equity-related Awards
not described above which the Committee determines to be consistent with the
purpose of the Plan and the interests of the Company, which Awards may provide
for cash payments based in whole or in part on the value or future value of
Common Stock, for the acquisition or future acquisition of Common Stock, or any
combination thereof. Other Awards shall also include cash payments (including
the cash payment of dividend equivalents) under the Plan which may be based on
one or more criteria determined by the Committee which are unrelated to the
value of Common Stock and which may be granted in tandem with, or independent
of, other Awards under the Plan.

         13.  Section 162(m) Awards.
         (a)  Terms of Section 162(m) Awards Generally. In addition to any other
Awards under the Plan, the Company may make Awards that are intended to qualify
as "qualified performance-based compensation" for purposes of Section 162(m) of
the Code ("Section 162(m) Awards"). Section 162(m) Awards may consist of Stock
Options, Stock Appreciation Rights, Stock Awards, Performance Share Awards or
other Awards the vesting, exercisability and/or payment of which is conditioned
upon the attainment for the applicable Performance Period of specified
performance targets related to designated performance goals for such period
selected by the Committee from among the performance goals specified in Section
13(b) below. Section 162(m) Awards will be made in accordance with the
procedures specified in applicable Treasury regulations for compensation
intended to be "qualified performance-based compensation."

         (b)  Performance Goals. For purposes of this Section 13, performance
    goals shall be limited to one or more of the following: (i) net revenue,
    (ii) net earnings, (iii) operating earnings or income, (iv) absolute and/or
    relative return on equity or assets, (v) earnings per share, (vi) cash flow,
    (vii) pretax profits, (viii) earnings growth, (ix) revenue growth, (x) book
    value per share, (xi) stock price and (xii) performance relative to peer
    companies, each of which may be established on a corporate-wide basis or
    established with respect to one or more operating units, divisions, acquired
    businesses, minority investments, partnerships or joint ventures.

         (c)  Other Performance-Based Compensation. The Committee's decision to
    make, or not to make, Section 162(m) Awards within the meaning of this
    Section 13 shall not in any way prejudice the qualification of any other
    Awards as performance-based compensation under Section 162(m). In
    particular, Awards of Stock Options may, pursuant to applicable regulations
    promulgated under Section 162(m), be qualified as performance-based
    compensation for Section 162(m) purposes without regard to this Section 13.

         14.  Non-transferability. No Award granted under the Plan or any rights
or interests therein shall be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of except by will or by the laws of descent and
distribution or pursuant to a "qualified domestic relations order" ("QDRO") as
defined in the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended, and the rules and regulations thereunder; provided, however,
that the Committee

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may, subject to such terms and conditions as the Committee shall specify, permit
the transfer of an Award to a Participant's family members or to one or more
trusts or partnerships established in whole or in part for the benefit of one or
more of such family members; provided further, that the restrictions in this
sentence shall not apply to the shares received in connection with an Award
after the date that the restrictions on transferability of such shares set forth
in the applicable Award Agreement have lapsed. During the lifetime of a
Participant, a Stock Option or Stock Appreciation Right shall be exercisable
only by, and payments in settlement of Awards shall be payable only to, the
Participant or, if applicable, the "alternate payee" under a QDRO or the family
member or trust to whom such Stock Option, Stock Appreciation Right or other
Award has been transferred in accordance with the previous sentence.

         15.  Recapitalization or Reorganization.

         (a)  Authority of the Company and Shareholders. The existence of the
    Plan, the Award Agreements and the Awards granted hereunder shall not affect
    or restrict in any way the right or power of the Company or the shareholders
    of the Company to make or authorize any adjustment, recapitalization,
    reorganization or other change in the Company's capital structure or its
    business, any merger or consolidation of the Company, any issue of stock or
    of options, warrants or rights to purchase stock or of bonds, debentures,
    preferred or prior preference stocks whose rights are superior to or affect
    the Common Stock or the rights thereof or which are convertible into or
    exchangeable for Common Stock, or the dissolution or liquidation of the
    Company, or any sale or transfer of all or any part of its assets or
    business, or any other corporate act or proceeding, whether of a similar
    character or otherwise.

         (b)  Change in Capitalization. Notwithstanding any provision of the
    Plan or any Award Agreement, in the event of any change in the outstanding
    Common Stock by reason of a stock dividend, recapitalization,
    reorganization, merger, consolidation, stock split, combination or exchange
    of shares affecting the Common Stock, the Committee shall make (i) such
    proportionate adjustments it considers appropriate (in the form determined
    by the Committee in its sole discretion) to prevent diminution or
    enlargement of the rights of Participants under the Plan with respect to the
    aggregate number of shares of Common Stock for which Awards in respect
    thereof may be granted under the Plan, the number of shares of Common Stock
    covered by each outstanding Award, the number of shares of Common Stock
    automatically granted pursuant to a formula program under the Plan, and the
    exercise prices in respect thereof and/or (ii) such other equitable
    adjustments as it deems appropriate in the interests of the holders of
    Awards. The Committee's determination as to what, if any, adjustments shall
    be made shall be final and binding on the Company and all Participants.

         16.  Change in Control. In the event of a Change in Control and except
as the Committee (as constituted immediately prior to such Change in Control)
may otherwise determine in its sole discretion, and except as otherwise may be
provided in an Award Agreement, (i) all Stock Options or Stock Appreciation
Rights then outstanding shall become fully exercisable as of the date of the
Change in Control, whether or not then exercisable, (ii) all restrictions and
conditions of all Stock Awards then outstanding shall lapse as of the date of
the Change in Control, (iii) all Performance Share Awards shall be deemed to
have been fully earned as of the date of the Change in Control. In the case of a
Change in Control involving a merger of, or consolidation involving, the Company
in which the Company is (A) not the surviving corporation (the "Surviving
Entity") or (B) becomes a wholly owned subsidiary of the Surviving Entity or any
Parent thereof, each outstanding Stock Option granted under the Plan and not
exercised (a "Predecessor Option") will be converted into an option (a
"Substitute Option") to acquire common stock of the Surviving Entity or its
Parent, which Substitute

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Option will have substantially the same terms and conditions as the Predecessor
Option, with appropriate adjustments as to the number and kind of shares and
exercise prices.

         17.  Amendment of the Plan. The Board or Committee may at any time and
from time to time terminate, modify, suspend or amend the Plan in whole or in
part; provided, however, that no such termination, modification, suspension or
amendment shall be effective without shareholder approval if such approval is
required to comply with any applicable law or stock exchange rule; and provided
further, that the Board or Committee may not, without shareholder approval,
increase the maximum number of shares issuable under the Plan. No termination,
modification, suspension or amendment of the Plan shall, without the consent of
a Participant to whom any Award shall previously have been granted, adversely
affect his or her rights under such Awards. Notwithstanding any provision herein
to the contrary, the Board or Committee shall have broad authority to amend the
Plan or any Award to take into account changes in applicable tax laws,
securities laws, accounting rules and other applicable state and federal laws.

         18.  Miscellaneous.

         (a)  Tax Withholding. No later than the date as of which an amount
    first becomes includable in the gross income of the Participant for
    applicable income tax purposes with respect to any grant of an Award under
    the Plan, the Participant shall pay to the Company or make arrangements
    satisfactory to the Committee regarding the payment of any federal, state or
    local taxes of any kind required by law to be withheld with respect to such
    amount. Unless otherwise determined by the Committee, in accordance with
    rules and procedures established by the Committee, the minimum required
    withholding obligations may be settled with Common Stock, including Common
    Stock that is part of the grant that gives rise to the withholding
    requirement. The obligation of the Company under the Plan shall be
    conditioned upon such payment or arrangements and the Company shall, to the
    extent permitted by law, have the right to deduct any such taxes from any
    payment of any kind otherwise due to the Participant.

         (b)  No Right to Grants or Employment. No Eligible Individual or
    Participant shall have any claim or right to receive grants of Awards under
    the Plan. Nothing in the Plan or in 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, or
    interfere in any way with the right of the Company or a Subsidiary to
    terminate the employment of any of its employees at any time, with or
    without cause.

         (c)  Unfunded Plan. The Plan is intended to constitute an unfunded plan
    for incentive compensation. With respect to any payments not yet made to a
    Participant by the Company, nothing contained herein shall give any such
    Participant any rights that are greater than those of a general creditor of
    the Company. In its sole discretion, the Committee may authorize the
    creation of trusts or other arrangements to meet the obligations created
    under the Plan to deliver Common Stock or payments in lieu thereof with
    respect to grants hereunder.

         (d)  Other Employee Benefit Plans. Amounts received by a Participant
    with respect to any Award made pursuant to the provisions of the Plan shall
    not be included in, nor have any effect on, the determination of benefits
    under any other employee benefit plan or similar arrangement provided by the
    Company.

                                      -10-

<PAGE>


         (e)  Securities Law Restrictions. The Committee may require each
    Eligible Individual purchasing or acquiring shares of Common Stock pursuant
    to a Stock Option or other Award under the Plan to represent to and agree
    with the Company in writing that such Eligible Individual is acquiring the
    shares for investment and not with a view to the distribution thereof. All
    certificates for shares of Common Stock delivered under the Plan shall be
    subject to such stock-transfer orders and other restrictions as the
    Committee may deem advisable under the rules, regulations, and other
    requirements of the Securities and Exchange Commission, the National
    Association of Securities Dealers Automated Quotation System or any other
    exchange upon which the Common Stock is then listed, and any applicable
    federal or state securities law, and the Committee may cause a legend or
    legends to be put on any such certificates to make appropriate reference to
    such restrictions. No shares of Common Stock shall be issued hereunder
    unless the Company shall have determined that such issuance is in compliance
    with, or pursuant to an exemption from, all applicable federal and state
    securities laws.

         (f)  Compliance with Rule 16b-3.

              (i)   The Plan is intended to comply with Rule 16b-3 under the
         Exchange Act or its successors under the Exchange Act and the Committee
         shall interpret and administer the provisions of the Plan or any Award
         Agreement in a manner consistent therewith. To the extent any provision
         of the Plan or Award Agreement or any action by the Committee fails to
         so comply, it shall be deemed null and void, to the extent permitted by
         law and deemed advisable by the Committee. Moreover, in the event the
         Plan or an Award Agreement does not include a provision required by
         Rule 16b-3 to be stated therein, such provision (other than one
         relating to eligibility requirements, or the price and amount of
         Awards) shall be deemed automatically to be incorporated by reference
         into the Plan or such Award Agreement insofar as Participants subject
         to Section 16 of the Exchange Act are concerned.

              (ii)  Notwithstanding anything contained in the Plan or any Award
         Agreement to the contrary, if the consummation of any transaction under
         the Plan would result in the possible imposition of liability on a
         Participant pursuant to Section 16(b) of the Exchange Act, the
         Committee shall have the right, in its sole discretion, but shall not
         be obligated, to defer such transaction to the extent necessary to
         avoid such liability.

         (g)  Award Agreement. In the event of any conflict or inconsistency
    between the Plan and any Award Agreement, the Plan shall govern, and the
    Award Agreement shall be interpreted to minimize or eliminate any such
    conflict or inconsistency.

         (h)  Expenses. The costs and expenses of administering the Plan shall
    be borne by the Company.

         (i)  Applicable Law. Except as to matters of federal 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 giving effect to
    conflicts of law principles.

         (j)  Effective Date. The effective date of the Plan is February 9, 1998
    (the "Effective Date").

                                      -11-