EXHIBIT 10.8


                            AMENDED AND RESTATED

                              COMMSCOPE, INC.

                       1997 LONG-TERM INCENTIVE PLAN

                   (AS AMENDED AND RESTATED MAY 3, 2002)



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                             TABLE OF CONTENTS
                                                                          Page

1.    Establishment, Purpose and Effective Date..............................1

      (a)  Establishment.....................................................1

      (b)  Purpose...........................................................1

      (c)  Effective Date....................................................1

2.    Definitions............................................................1

3.    Scope of the Plan......................................................6

      (a)  Number of Shares Available Under the Plan.........................6

      (b)  Reduction in the Available Shares in Connection with Award
      Grants.................................................................7

      (c)  Effect of the Expiration or Termination of Awards.................7

4.    Administration.........................................................8

      (a)  Committee Administration..........................................8

      (b)  Board Reservation and Delegation..................................8

      (c)  Committee Authority...............................................8

      (d)  Committee Determinations Final....................................9

5.    Eligibility............................................................9

6.    Conditions to Grants..................................................10

      (a)  General Conditions...............................................10

      (b)  Grant of Options and Option Price................................10

      (c)  Grant of Incentive Stock Options.................................11

      (d)  Grant of Shares of Restricted Stock..............................12

      (e)  Grant of Performance Units and Performance Shares................14

      (f)  Grant of Phantom Stock...........................................15

      (g)  Grant of Director's Shares.......................................15

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      (h)  Tandem Awards....................................................16

7.    Non-transferability...................................................16

8.    Exercise..............................................................16

      (a)  Exercise of Options..............................................16

      (b)  Exercise of Performance Units....................................17

      (c)  Payment of Performance Shares....................................18

      (d)  Payment of Phantom Stock Awards..................................18

      (e)  Exercise, Cancellation, Expiration or Forfeiture of Tandem
      Awards................................................................19

9.    Spin-off and Substitute Options.......................................19

10.   Effect of Certain Transactions........................................19

11.   Mandatory Withholding Taxes...........................................19

12.   Termination of Employment.............................................20

13.   Securities Law Matters................................................20

14.   No Funding Required...................................................20

15.   No Employment Rights..................................................20

16.   Rights as a Stockholder...............................................21

17.   Nature of Payments....................................................21

18.   Non-Uniform Determinations............................................21

19.   Adjustments...........................................................21

20.   Amendment of the Plan.................................................22

21.   Termination of the Plan...............................................22

22.   No Illegal Transactions...............................................22

23.   Governing Law.........................................................23

24.   Severability..........................................................23

25.   Translations..........................................................23

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     1.   Establishment, Purpose and Effective Date.

          (a) Establishment. The Company hereby establishes the Amended and
Restated CommScope, Inc. 1997 Long-Term Incentive Plan (as set forth herein
and from time to time amended, the "Plan").

          (b)  Purpose.  The  primary  purpose  of the Plan is to provide a
means  by  which  key  employees  and  directors  of the  Company  and  its
Subsidiaries   can   acquire  and   maintain   stock   ownership,   thereby
strengthening  their  commitment  to the  success  of the  Company  and its
Subsidiaries  and their  desire to remain  employed  by the Company and its
Subsidiaries, focusing their attention on managing the Company as an equity
owner,   and  aligning   their   interests  with  those  of  the  Company's
stockholders. The Plan also is intended to attract and retain key employees
and  to  provide  such  employees  with  additional  incentive  and  reward
opportunities  designed to encourage them to enhance the profitable  growth
of the Company and its Subsidiaries.

          (c)  Effective  Date.  The Plan shall become  effective  upon its
adoption by the Board.

     2.   Definitions.

     As used in the Plan, terms defined  parenthetically  immediately after
their use shall have the respective  meanings  provided by such definitions
and the terms set forth  below  shall  have the  following  meanings  (such
meanings to be equally  applicable to both the singular and plural forms of
the terms defined):

          (a)  "Award"  means   Options,   shares  of   restricted   Stock,
               performance  units,  performance shares or Director's Shares
               granted under the Plan.

          (b)  "Award  Agreement"  means the written  agreement by which an
               Award is evidenced.

          (c)  "Beneficial Owner,"  "Beneficially  Owned" and "Beneficially
               Owning" shall have the meanings  applicable under Rule 13d-3
               promulgated under the 1934 Act.

          (d)  "Board" means the board of directors of the Company.

          (e)  "Change in  Capitalization"  means any increase or reduction
               in the  number  of shares  of  Stock,  or any  change in the
               shares  of Stock  or  exchange  of  shares  of  Stock  for a
               different  number or kind of shares or other  securities  by
               reason of a stock dividend,  extraordinary  dividend,  stock
               split,    reverse    stock   split,    share    combination,
               reclassification,  recapitalization,  merger, consolidation,
               spin-off, split-up, reorganization,  issuance of warrants or

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               rights,  liquidation,  exchange  of  shares,  repurchase  of
               shares, change in corporate structure,  or similar event, of
               or by the Company.

          (f)  "Change of Control" means, any of the following:

               (i) the acquisition by any Person of Beneficial Ownership of
          Voting Securities which, when added to the Voting Securities then
          Beneficially  Owned by such  Person,  would result in such Person
          Beneficially  Owning 33% or more of the combined  Voting Power of
          the  Company's  then  outstanding  Voting  Securities;  provided,
          however,  that for purposes of this paragraph (i), a Person shall
          not be deemed to have made an acquisition of Voting Securities if
          such Person:  (1)  acquires  Voting  Securities  as a result of a
          stock split,  stock dividend or other corporate  restructuring in
          which all stockholders of the class of such Voting Securities are
          treated on a pro rata basis;  (2) acquires the Voting  Securities
          directly from the Company;  (3) becomes the  Beneficial  Owner of
          33% or more of the combined  Voting Power of the  Company's  then
          outstanding   Voting   Securities  solely  as  a  result  of  the
          acquisition of Voting Securities by the Company or any Subsidiary
          which, by reducing the number of Voting  Securities  outstanding,
          increases the proportional number of shares Beneficially Owned by
          such  Person,  provided  that if (x) a Person  would own at least
          such  percentage as a result of the acquisition by the Company or
          any Subsidiary  and (y) after such  acquisition by the Company or
          any Subsidiary,  such Person acquires Voting Securities,  then an
          acquisition of Voting Securities shall have occurred;  (4) is the
          Company or any corporation or other Person of which a majority of
          its voting power or its equity  securities or equity  interest is
          owned  directly  or  indirectly  by the  Company  (a  "Controlled
          Entity");  or (5) acquires Voting Securities in connection with a
          "Non-Control  Transaction" (as defined in paragraph (iii) below);
          or

               (ii) the  individuals  who, as of the  Effective  Date,  are
          members of the Board (the "Incumbent Board") cease for any reason
          to  constitute  at  least  two-thirds  of  the  Board;  provided,
          however,  that if either the  election of any new director or the
          nomination  for  election of any new  director  by the  Company's
          stockholders was approved by a vote of at least two-thirds of the
          Incumbent  Board prior to such election or  nomination,  such new
          director shall be considered as a member of the Incumbent  Board;
          provided further, however, that no individual shall be considered
          a member  of the  Incumbent  Board if such  individual  initially
          assumed  office as a result  of  either  an actual or  threatened
          "Election Contest" (as described in Rule 14a-11 promulgated under
          the 1934  Act) or other  actual  or  threatened  solicitation  of
          proxies or  consents  by or on behalf of a Person  other than the
          Board (a "Proxy  Contest")  including by reason of any  agreement
          intended  to  avoid  or  settle  any  Election  Contest  or Proxy
          Contest; or

               (iii) consummation of:

                    (A) a merger, consolidation or reorganization involving
               the Company (a "Business Combination"), unless

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                         (1) the  stockholders of the Company,  immediately
                    before  the  Business  Combination,  own,  directly  or
                    indirectly    immediately    following   the   Business
                    Combination, at least a majority of the combined voting
                    power  of  the  outstanding  voting  securities  of the
                    corporation  resulting  from the  Business  Combination
                    (the "Surviving Corporation") in substantially the same
                    proportion as their ownership of the Voting  Securities
                    immediately before the Business Combination, and

                         (2)  the  individuals  who  were  members  of  the
                    Incumbent Board  immediately  prior to the execution of
                    the agreement  providing  for the Business  Combination
                    constitute  at least a majority  of the  members of the
                    Board of Directors of the Surviving Corporation, and

                         (3) no  Person  (other  than  the  Company  or any
                    Controlled Entity, a trustee or other fiduciary holding
                    securities  under one or more employee benefit plans or
                    arrangements  (or any  trust  forming  a part  thereof)
                    maintained by the Company, the Surviving Corporation or
                    any Controlled  Entity, or any Person who,  immediately
                    prior  to  the  Business  Combination,  had  Beneficial
                    Ownership of 33% or more of the then outstanding Voting
                    Securities) has Beneficial  Ownership of 33% or more of
                    the   combined    voting   power   of   the   Surviving
                    Corporation's  then  outstanding  voting  securities (a
                    Business  Combination   satisfying  the  conditions  of
                    clauses (1), (2) and (3) of this subparagraph (A) shall
                    be referred to as a "Non-Control Transaction");

                    (B)  a  complete  liquidation  or  dissolution  of  the
               Company; or

                    (C)  the   sale  or   other   disposition   of  all  or
               substantially all of the assets of the Company (other than a
               transfer to a Controlled Entity).

     Notwithstanding the foregoing, a Change of Control shall not be deemed
to  occur  solely  because  33% or  more  of the  then  outstanding  Voting
Securities  is  Beneficially  Owned by (x) a  trustee  or  other  fiduciary
holding securities under one or more employee benefit plans or arrangements
(or any trust  forming a part  thereof)  maintained  by the  Company or any
Controlled  Entity or (y) any corporation  which,  immediately prior to its
acquisition  of such  interest,  is owned  directly  or  indirectly  by the
stockholders  of the Company in the same  proportion as their  ownership of
stock in the Company immediately prior to such acquisition.

          (g)  "Committee"  means  the  committee  of the  Board  appointed
               pursuant to Article 4.

          (h)  "Company" means CommScope, Inc., a Delaware corporation.

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          (i)  "Director's  Shares"  means the shares of Stock awarded to a
               nonemployee  director  of the  Company  pursuant  to Article
               6(g).

          (j)  "Disability"  means a mental or physical condition which, in
               the opinion of the  Committee,  renders a Grantee  unable or
               incompetent to carry out the job responsibilities which such
               Grantee  held  or the  duties  to  which  such  Grantee  was
               assigned at the time the disability was incurred,  and which
               is expected to be permanent or for an indefinite duration.

          (k)  "Effective  Date" means the date that the Plan is adopted by
               the Board.

          (l)  "Fair  Market  Value" of any  security of the Company or any
               other issuer means, as of any applicable date:

               (i) if the  security  is listed for  trading on the New York
          Stock  Exchange,  the  closing  price at the close of the primary
          trading  session  of the  security  on such  date on the New York
          Stock Exchange, or if there has been no such closing price of the
          security on such date, on the next  preceding date on which there
          was such a closing price, or

               (ii) if the  security  is not so  listed,  but is  listed on
          another national  securities  exchange,  the closing price at the
          close of the primary trading session of the security on such date
          on such  exchange,  or if there has been no such closing price of
          the security on such date,  on the next  preceding  date on which
          there was such a closing price, or

               (iii) if the  security  is not listed for trading on the New
          York Stock Exchange or on another national  securities  exchange,
          the last  sale  price at the end of  normal  market  hours of the
          security on such date as quoted on the  National  Association  of
          Securities  Dealers Automated  Quotation System ("NASDAQ") or, if
          no such price  shall  have been so quoted  for such date,  on the
          next preceding date for which such price was so quoted, or

               (iv) if the security is not listed for trading on a national
          securities exchange or is not authorized for quotation on NASDAQ,
          the fair market value of the security as determined in good faith
          by the Committee,  and in the case of Incentive Stock Options, in
          accordance with Section 422 of the Internal Revenue Code.

          (m)  "Grant Date" means the date of grant of an Award  determined
               in accordance with Article 6.

          (n)  "Grantee" means an individual who has been granted an Award.

          (o)  "Incentive  Stock  Option"  means an Option  satisfying  the
               requirements of Section 422 of the Internal Revenue Code and
               designated by the Committee as an Incentive Stock Option.

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          (p)  "Internal  Revenue Code" means the Internal  Revenue Code of
               1986, as amended,  and regulations  and rulings  thereunder.
               References to a particular  Section of the Internal  Revenue
               Code shall include references to successor provisions.

          (q)  "Measuring  Period"  has the  meaning  specified  in Article
               6(f)(ii)(B).

          (r)  "Minimum  Consideration"  means the $.0l par value per share
               of  Stock  or such  larger  amount  determined  pursuant  to
               resolution of the Board to be capital  within the meaning of
               Section 154 of the Delaware General Corporation Law.

          (s)  "1934 Act" means the  Securities  Exchange  Act of 1934,  as
               amended.

          (t)  "Nonqualified Stock Option" means an Option which is not an
               Incentive Stock Option or other type of statutory stock
               option under the Internal Revenue Code.

          (u)  "Option" means an option to purchase Stock granted or issued
               under the Plan, including Substitute and Spin-off Options.

          (v)  "Option  Price"  means the per share  purchase  price of (i)
               Stock subject to an Option or (ii) restricted  Stock subject
               to an Option.

          (w)  "Performance-Based  Compensation"  means any Option or Award
               that  is   intended   to   constitute   "performance   based
               compensation"  within the meaning of Section 162(m)(4)(C) of
               the Internal  Revenue Code and the  regulations  promulgated
               thereunder.

          (x)  "Performance   Percentage"  has  the  meaning  specified  in
               Article 6(f)(ii)(C).

          (y)  "Person" means a person within the meaning of Sections 13(d)
               and 14(d) of the 1934 Act.

          (z)  "Plan" has the meaning set forth in Article 1(a).

          (aa) "SEC" means the Securities and Exchange Commission.

          (bb) "Section 16  Grantee"  means a person  subject to  potential
               liability  with respect to equity  securities of the Company
               under Section 16(b) of the 1934 Act.

          (cc) "Spin-off Option" means an Option that has been issued under
               this Plan to certain named persons  pursuant to the Employee
               Benefits Allocation Agreement between General Semiconductor,
               Inc. ("GS"), CommScope, Inc. and the Company, dated June 25,
               1997, as amended,  modified, or otherwise  supplemented (the
               "Benefits Agreement").

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          (dd) "Stock" means common stock, par value $.01 per share, of the
               Company.

          (ee) "Subsidiary" means (i) except as provided in subsection (ii)
               below,  any  corporation  which is a subsidiary  corporation
               within the meaning of Section 424(f) of the Internal Revenue
               Code with  respect to the  Company,  and (ii) in relation to
               the  eligibility  to receive  Options  or Awards  other than
               Incentive  Stock  Options,   any  entity,   whether  or  not
               incorporated,  in which the Company  directly or  indirectly
               owns either (A) Voting Securities possessing at least 50% of
               the Voting Power of such entity,  or (B) if such entity does
               not issue Voting  Securities,  at least 50% of the ownership
               interests in such entity.

          (ff) "Substitute  Option"  means an Option  that has been  issued
               under this Plan to certain persons  pursuant to the Benefits
               Agreement.

          (gg) "10% Owner" means a person who owns stock  (including  stock
               treated  as  owned  under  Section  424(d)  of the  Internal
               Revenue Code)  possessing  more than 10% of the Voting Power
               of the Company.

          (hh) "Termination of Employment" occurs the first day on which an
               individual  is for any  reason  no  longer  employed  by the
               Company or any of its  Subsidiaries,  or with  respect to an
               individual who is an employee of a Subsidiary, the first day
               on which  the  Company  no  longer  owns  Voting  Securities
               possessing  at  least  50%  of  the  Voting  Power  of  such
               Subsidiary.

          (ii) "Voting  Power" means the combined  voting power of the then
               outstanding Voting Securities.

          (jj) "Voting  Securities"  means,  with respect to the Company or
               any Subsidiary, any securities issued by the Company or such
               Subsidiary, respectively, which generally entitle the holder
               thereof  to  vote  for  the  election  of  directors  of the
               Company.

      3. Scope of the Plan.

          (a) Number of Shares Available Under the Plan. The maximum number
of shares of Stock that may be made the subject of Awards granted under the
Plan is  9,600,000  plus the number of shares of Stock that are  covered by
Substitute  Options and Spin-off  Options (or the number and kind of shares
of Stock or other  securities  to which such  shares of Stock are  adjusted
upon a Change in Capitalization pursuant to Article 18); provided, however,
that in the  aggregate,  not more than 200,000  shares of Stock may be made
the subject of Awards other than Options.  The maximum  number of shares of
Stock that may be the subject of Options (other than Substitute Options and
Spin-off Options) and Awards granted to any individual pursuant to the Plan
in any three (3) calendar year period may not exceed  750,000.  The maximum
dollar amount of cash or the Fair Market Value of Stock that any individual
may  receive  in  any  calendar  year  in  respect  of  performance   units
denominated in dollars may not exceed $1,000,000. The

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Company  shall reserve for the purpose of the Plan,  out of its  authorized
but  unissued  shares  of  Stock  or out of  shares  held in the  Company's
treasury,  or  partly  out of  each,  such  number  of  shares  as shall be
determined  by the Board.  The Board shall have the  authority to cause the
Company  to  purchase  from  time to time  shares  of  Stock  to be held as
treasury shares and used for or in connection with Awards.  The issuance of
Substitute  Options  and  Spin-off  Options  shall not  reduce  the  shares
available for grants under the Plan or to a Grantee in any calendar year.

          (b)  Reduction in the Available  Shares in Connection  with Award
Grants. Upon the grant of an Award, the number of shares of Stock available
under  Article 3(a) for the granting of further  Awards shall be reduced as
follows:

               (i) Performance Units Denominated in Dollars.  In connection
          with  the  granting  of  each  performance  unit  denominated  in
          dollars,  the number of shares of Stock  available  under Article
          3(a) for the  granting of further  Awards shall be reduced by the
          quotient of (x) the dollar amount  represented by the performance
          unit  divided by (y) the Fair Market Value of a share of Stock on
          the date immediately  preceding the Grant Date of the performance
          unit.

               (ii) Other Awards.  In connection  with the granting of each
          Award, other than a performance unit denominated in dollars,  the
          number of shares of Stock  available  under  Article 3(a) for the
          granting of further Awards shall be reduced by a number of shares
          equal to the  number of shares of Stock in  respect  of which the
          Award is granted or denominated;  provided,  however, that if any
          Award is exercised by tendering shares of Stock,  either actually
          or by  attestation,  to the Company as full or partial payment of
          the  exercise  price,  the  maximum  number  of  shares  of Stock
          available  under Section 3(a) shall be increased by the number of
          shares of Stock so tendered.

     Notwithstanding  the  foregoing,  where two or more Awards are granted
with  respect to the same shares of Stock,  such shares shall be taken into
account only once for purposes of this Article 3(b).

          (c) Effect of the Expiration or Termination of Awards.  If and to
the extent an Option or Award (including a Substitute  Option or a Spin-off
Option) expires,  terminates or is canceled, settled in cash (including the
settlement  of tax  withholding  obligations  using  shares  of  Stock)  or
forfeited for any reason without having been exercised in full  (including,
without  limitation,  a  cancellation  of an  Option  pursuant  to  Article
4(c)(vi)),  the shares of Stock  associated  with the expired,  terminated,
canceled,  settled  or  forfeited  portion  of the Award (to the extent the
number of shares  available for the granting of Awards was reduced pursuant
to Article 3(b)) shall again become available for Awards under the Plan.

     4.   Administration.

          (a) Committee  Administration.  The Plan shall be administered by
the  Committee,  which  shall  consist  of not less than two  "non-employee
directors"  within the meaning of Rule 16b-3,  and to the extent  necessary
for any Award intended to qualify as

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Performance-Based  Compensation to so qualify, each member of the Committee
shall be an "outside  director" within the meaning of Section 162(m) of the
Internal  Revenue Code. For purposes of the preceding  sentence,  if one or
more members of the Committee is not a "non-employee  director"  within the
meaning  of Rule 16b-3 and an  "outside  director"  within  the  meaning of
Section 162(m) of the Internal  Revenue Code but recuses himself or herself
or abstains  from voting with respect to a  particular  action taken by the
Committee, then the Committee, with respect to that action, shall be deemed
to  consist  only of the  members  of the  Committee  who have not  recused
themselves or abstained from voting.

          (b)  Board  Reservation  and  Delegation.  Except  to the  extent
necessary   for  any  Award   intended  to  qualify  as   Performance-Based
Compensation to so qualify,  the Board may, in its  discretion,  reserve to
itself or exercise any or all of the  authority and  responsibility  of the
Committee hereunder and may also delegate to another committee of the Board
any or all  of the  authority  and  responsibility  of the  Committee  with
respect to Awards to  Grantees  who are not Section 16 Grantees at the time
any such delegated  authority or  responsibility  is exercised.  Such other
committee  may consist of one or more  directors  who may, but need not be,
officers or employees of the Company or of any of its Subsidiaries.  To the
extent that the Board has reserved to itself,  or exercised  the  authority
and  responsibility  of the  Committee,  or  delegated  the  authority  and
responsibility of the Committee to such other committee,  all references to
the Committee in the Plan shall be to the Board or to such other committee.

          (c) Committee Authority.  The Committee shall have full and final
authority, in its discretion,  but subject to the express provisions of the
Plan, as follows:

               (i) to grant Awards,

               (ii) to  determine  (A) when Awards may be granted,  and (B)
          whether or not  specific  Awards shall be  identified  with other
          specific  Awards,  and if so,  whether they shall be  exercisable
          cumulatively  with,  or  alternatively  to,  such other  specific
          Awards,

               (iii) to issue Substitute Options and Spin-off Options,

               (iv) to  interpret  the Plan and to make all  determinations
          necessary or advisable for the administration of the Plan,

               (v) to prescribe,  amend,  and rescind rules and regulations
          relating to the Plan, including,  without limitation,  rules with
          respect to the  exercisability  and  nonforfeitability  of Awards
          upon the Termination of Employment of a Grantee,

               (vi) to  determine  the  terms and  provisions  of the Award
          Agreements,  which need not be identical and, with the consent of
          the Grantee, to modify any such Award Agreement at any time,

               (vii)  to  cancel,   with  the   consent  of  the   Grantee,
          outstanding Awards,

<PAGE>

               (viii)  except with respect to  Nonqualified  Stock  Options
          granted to nonemployee  directors pursuant to Section 6(b)(ii)(A)
          hereof, to accelerate the exercisability of, and to accelerate or
          waive any or all of the  restrictions  and conditions  applicable
          to, any Award,

               (ix) to authorize any action of or make any determination by
          the Company as the  Committee  shall deem  necessary or advisable
          for carrying out the purposes of the Plan, and

               (x) to impose such additional conditions,  restrictions, and
          limitations  upon the grant,  exercise or  retention of Awards as
          the Committee may, before or concurrently with the grant thereof,
          deem  appropriate,   including,  without  limitation,   requiring
          simultaneous  exercise of related identified Awards, and limiting
          the percentage of Awards which may from time to time be exercised
          by a Grantee.

     Notwithstanding anything herein to the contrary, the exercise price of
outstanding  Options may not be decreased (except pursuant to Section 19 of
the Plan) and Options may not be cancelled or forfeited  and  re-granted to
effect the same result.  Notwithstanding  anything  herein to the contrary,
with respect to Grantees  working outside the United States,  the Committee
may determine the terms and  provisions  of the Award  Agreements  and make
such  adjustments or modifications to Awards as are necessary and advisable
to fulfill the purposes of the Plan.

          (d) Committee  Determinations  Final.  The  determination  of the
Committee on all matters  relating to the Plan or any Award Agreement shall
be conclusive and final. No member of the Committee shall be liable for any
action or determination  made in good faith with respect to the Plan or any
Award.

     5.   Eligibility.

     Awards  may be granted to any  employee  of the  Company or any of its
Subsidiaries,  and Nonqualified Stock Options may be granted to nonemployee
directors of the Company pursuant to Article 6(b)(ii)(B).  In selecting the
individuals to whom Awards may be granted,  as well as in  determining  the
number of shares of Stock  subject to, and the other  terms and  conditions
applicable to, each Award, the Committee shall take into consideration such
factors as it deems  relevant in  promoting  the  purposes of the Plan.  In
addition,  Nonqualified  Stock  Options  will be  automatically  granted to
nonemployee  directors of the Company, as set forth in Article 6(b)(ii)(A),
and Director's Shares will be automatically issued to nonemployee directors
of the Company pursuant to Article 6(g).

<PAGE>

     6.   Conditions to Grants.


          (a) General Conditions.

               (i) The  Grant  Date of an Award  shall be the date on which
          the Committee grants the Award or such later date as specified in
          advance by the Committee.

               (ii) The term of each Award  (subject  to Article  6(c) with
          respect to Incentive Stock Options) shall be a period of not more
          than ten  years  from the  Grant  Date and  shall be  subject  to
          earlier termination as provided herein or in the applicable Award
          Agreement; provided, however, that the Committee may provide that
          an Option  (other than an Incentive  Stock  Option) may, upon the
          death of the Grantee,  be exercised for up to one year  following
          the  date of the  Grantee's  death  even if such  period  extends
          beyond ten years from the date the Option is granted.

               (iii) A Grantee  may,  if  otherwise  eligible,  be  granted
          additional Awards in any combination.

               (iv)  The   Committee   may  grant  Awards  with  terms  and
          conditions which differ among the Grantees thereof. To the extent
          not set forth in the Plan, the terms and conditions of each Award
          shall be set forth in an Award Agreement.

          (b) Grant of Options and Option Price.  The Committee may, in its
discretion,  and shall as provided in Article  6(b)(ii),  grant  Options as
follows:

               (i) Employee Options.  Options to acquire unrestricted Stock
          or restricted Stock may be granted to any employee eligible under
          Article 5 to receive Awards.  No later than the Grant Date of any
          Option,  the  Committee  shall  determine  the Option Price which
          shall not be less than 100% of the Fair Market Value of the Stock
          on the Grant Date.

               (ii) Nonemployee Director Options.

                    (A). Automatic Grants.  Nonqualified Stock Options with
                    respect to 20,000 shares of unrestricted Stock shall be
                    granted to each  nonemployee  director  of the  Company
                    upon his or her initial election to the Board and every
                    three  years  thereafter  on the  anniversary  of  such
                    nonemployee director's initial election to the Board as
                    long as such nonemployee director is then still serving
                    on the Board.

<PAGE>

                    (B).  Discretionary Grants.  Nonqualified Stock Options
                    to  acquire  unrestricted  or  restricted  stock may be
                    granted to  nonemployee  directors  of the Company from
                    time to time.

                    (C).  Terms  Applicable  to  all  Nonemployee  Director
                    Options.  Each  Nonqualified  Stock Option granted to a
                    nonemployee director will be granted at an Option Price
                    equal to 100% of the Fair Market  Value of the Stock on
                    the Grant Date, will become exercisable with respect to
                    one-third  of the  underlying  shares  on  each  of the
                    first,  second  and  third  anniversaries  of the Grant
                    Date,  and  will  have  a  term  of  ten  years.  If  a
                    nonemployee  director  ceases to serve as a director of
                    the  Company  for any reason,  any  Nonqualified  Stock
                    Option  granted to such  nonemployee  director shall be
                    exercisable  during its  remaining  term, to the extent
                    that such Nonqualified  Stock Option was exercisable on
                    the  date  such  nonemployee  director  ceased  to be a
                    director.

          (c) Grant of Incentive Stock Options. At the time of the grant of
any Option,  the  Committee  may  designate  that such  Option  shall be an
Incentive Stock Option. Any Option designated as an Incentive Stock Option:

               (i) shall have an Option  Price of (A) not less than 100% of
          the Fair  Market  Value of the Stock on the Grant  Date or (B) in
          the case of a 10%  Owner,  not less than 110% of the Fair  Market
          Value of the Stock on the Grant Date;

               (ii)  shall  have a term of not more  than ten  years  (five
          years, in the case of a 10% Owner) from the Grant Date, and shall
          be subject to earlier  termination  as provided  herein or in the
          applicable Award Agreement;

               (iii) shall,  if, with respect to any grant,  the  aggregate
          Fair Market Value of Stock  (determined on the Grant Date) of all
          Incentive  Stock Options  granted  under the Plan and  "incentive
          stock options" (within the meaning of Section 422 of the Internal
          Revenue  Code)  granted  under any other stock option plan of the
          Grantee's employer or any parent or subsidiary thereof (in either
          case  determined   without  regard  to  this  Article  6(c))  are
          exercisable  for the first time during any calendar  year exceeds
          $100,000,  be treated as Nonqualified Stock Options. For purposes
          of the  foregoing  sentence,  Incentive  Stock  Options  shall be
          treated as Nonqualified  Stock Options  according to the order in
          which  they  were  granted  such that the most  recently  granted
          Incentive Stock Options are first treated as  Nonqualified  Stock
          Options.

               (iv) shall be granted  within ten years from the  earlier of
          the date the Plan is adopted by the Board or the date the Plan is
          approved by the stockholders of the Company; and

<PAGE>

               (v) shall require the Grantee to notify the Committee of any
          disposition  of any Stock issued  pursuant to the exercise of the
          Incentive  Stock  Option  under the  circumstances  described  in
          Section 421(b) of the Internal  Revenue Code (relating to certain
          disqualifying dispositions), within ten days of such disposition.

          (d)  Grant of Shares of Restricted Stock.

               (i) The Committee  may, in its  discretion,  grant shares of
          restricted  Stock to any  employee  eligible  under  Article 5 to
          receive Awards.

               (ii) Before the grant of any shares of restricted Stock, the
          Committee shall determine, in its discretion:

                    (A) whether the  certificates  for such shares shall be
               delivered  to the  Grantee  or held  (together  with a stock
               power  executed  in blank by the  Grantee)  in escrow by the
               Secretary   of  the  Company   until  such   shares   become
               nonforfeitable or are forfeited;

                    (B) the per share purchase price of such shares,  which
               may be zero; provided,  however, that the per share purchase
               price of all such shares (other than treasury  shares) shall
               not be less  than the  Minimum  Consideration  for each such
               share;

                    (C) the  restrictions  applicable to such grant and the
               time or times upon which any applicable  restrictions on the
               restricted Stock shall lapse; provided, however, that except
               in the case of shares of restricted  Stock issued in full or
               partial   settlement   of  another  Award  or  other  earned
               compensation,  or in the event of the Grantee's  termination
               of employment,  as determined by the Committee and set forth
               in an Award  Agreement,  such  restrictions  shall not lapse
               prior to the  third  anniversary  of the  Grant  Date of the
               restricted Stock; and

                    (D) whether the payment to the Grantee of dividends, or
               a specified portion thereof, declared or paid on such shares
               by the Company  shall be  deferred  until the lapsing of the
               restrictions  imposed  upon such shares and shall be held by
               the  Company for the account of the  Grantee,  whether  such
               dividends  shall  be  reinvested  in  additional  shares  of
               restricted  Stock (to the extent shares are available  under
               Article 3) subject to the same  restrictions and other terms
               as apply to the shares with respect to which such  dividends
               are  issued  or  otherwise  reinvested  in  Stock or held in
               escrow,  whether interest will be credited to the account of
               the  Grantee  with  respect to any  dividends  which are not
               reinvested in restricted or unrestricted  Stock, and whether
               any Stock  dividends  issued with respect to the  restricted
               Stock to be granted shall be treated as additional shares of
               restricted Stock.

<PAGE>

               (iii)  Payment of the purchase  price (if greater than zero)
          for  shares  of  restricted  Stock  shall  be made in full by the
          Grantee before the delivery of such shares and, in any event,  no
          later than ten days after the Grant  Date for such  shares.  Such
          payment  may be  made,  as  determined  by the  Committee  in its
          discretion, in any one or any combination of the following:

                    (A) cash; or

                    (B) with the prior approval of the Committee, shares of
               restricted or unrestricted  Stock owned by the Grantee prior
               to such  grant and  valued at its Fair  Market  Value on the
               business day immediately preceding the date of payment;

          provided,  however,  that,  in the case of  payment  in shares of
          restricted  or  unrestricted  Stock,  if the  purchase  price for
          restricted Stock ("New Restricted  Stock") is paid with shares of
          restricted  Stock  ("Old  Restricted  Stock"),  the  restrictions
          applicable  to the New  Restricted  Stock shall be the same as if
          the Grantee had paid for the New Restricted Stock in cash unless,
          in the judgment of the Committee,  the Old  Restricted  Stock was
          subject to a greater risk of  forfeiture,  in which case a number
          of shares of New  Restricted  Stock equal to the number of shares
          of Old  Restricted  Stock  tendered in payment for New Restricted
          Stock  shall  be  subject  to the  same  restrictions  as the Old
          Restricted Stock, determined immediately before such payment.

               (iv) The  Committee  may, but need not,  provide that all or
          any portion of a  Grantee's  Award of  restricted  Stock shall be
          forfeited:

                    (A)  except  as   otherwise   specified  in  the  Award
               Agreement,  upon the  Grantee's  Termination  of  Employment
               within a specified time period after the Grant Date; or

<PAGE>

                    (B) if the  Company  or the  Grantee  does not  achieve
               specified  performance  goals within a specified time period
               after the Grant Date and before the Grantee's Termination of
               Employment; or

                    (C) upon failure to satisfy such other  restrictions as
               the Committee may specify in the Award Agreement.

               (v)  If a share of restricted Stock is forfeited, then:

                    (A) the  Grantee  shall be deemed to have  resold  such
               share of  restricted  Stock to the  Company at the lesser of
               (1) the purchase  price paid by the Grantee  (such  purchase
               price shall be deemed to be zero dollars ($0) if no purchase
               price was paid) or (2) the Fair  Market  Value of a share of
               Stock on the date of such forfeiture;

                    (B) the  Company  shall pay to the  Grantee  the amount
               determined  under clause (A) of this sentence,  if not zero,
               as soon as is administratively  practicable, but in any case
               within 90 days after forfeiture; and

                    (C) such share of  restricted  Stock  shall cease to be
               outstanding,  and  shall no  longer  confer  on the  Grantee
               thereof any rights as a stockholder of the Company, from and
               after  the  date  of the  Company's  tender  of the  payment
               specified  in clause  (B) of this  sentence,  whether or not
               such  tender is  accepted  by the  Grantee,  or the date the
               restricted  Stock is forfeited if no purchase price was paid
               for the restricted Stock.

               (vi) Any share of restricted Stock shall bear an appropriate
          legend specifying that such share is non-transferable and subject
          to  the  restrictions  set  forth  in  the  Plan  and  the  Award
          Agreement.   If   any   shares   of   restricted   Stock   become
          nonforfeitable,  the Company  shall cause  certificates  for such
          shares to be issued or reissued without such legend and delivered
          to the  Grantee or, at the  request of the  Grantee,  shall cause
          such shares to be credited to a brokerage  account  specified  by
          the Grantee.

          (e)  Grant of Performance Units and Performance Shares.

               (i) The Committee may, in its discretion,  grant performance
          units  or  performance  shares  to any  employee  eligible  under
          Article 5 to receive Awards.

               (ii) Before the grant of any performance unit or performance
          share, the Committee shall:

                    (A)  designate a period,  of not less than one year nor
               more than five years,  for the  measurement of the extent to
               which   performance   goals  are  attained  (the  "Measuring
               Period");

                    (B)  determine  performance  goals  applicable  to such
               grant;  provided,  however,  that the performance goals with
               respect  to a  Measuring  Period  shall  be  established  in
               writing by the  Committee  by the earlier of (x) the date on
               which a quarter of the  Measuring  Period has elapsed or (y)
               the date which is ninety (90) days after the commencement of
               the Measuring Period, and in any event while the performance
               relating  to  the  performance  goals  remain  substantially
               uncertain; and

                    (C) assign a "Performance  Percentage" to each level of
               attainment of performance goals during the Measuring Period,
               with the percentage  applicable to minimum  attainment being
               zero percent (0%) and the  percentage  applicable to optimum
               attainment to be  determined  by the Committee  from time to
               time.

<PAGE>

               (iii) The performance  goals applicable to performance units
          or performance  shares shall, in the discretion of the Committee,
          be based on stock price,  earnings per share,  operating  income,
          return on equity or assets,  cash flow, EBITDA or any combination
          of the  foregoing.  Such  performance  goals may be  absolute  or
          relative (to prior  performance  or to the  performance of one or
          more other entities or external  indices) and may be expressed in
          terms of a progression  within a specified  range. At the time of
          the granting of performance  units or performance  shares,  or at
          any time thereafter, in either case to the extent permitted under
          Section 162(m) of the Internal  Revenue Code and the  regulations
          thereunder  without  adversely  affecting  the  treatment  of the
          performance  unit  or  performance  share  as   Performance-Based
          Compensation,  the  Committee may provide for the manner in which
          performance  will be measured  against the performance  goals (or
          may  adjust  the  performance  goals) to  reflect  the  impact of
          specified  corporate  transactions,   special  charges,   foreign
          currency  effects,  accounting  or  tax  law  changes  and  other
          extraordinary or nonrecurring events.

               (iv) Prior to the vesting, payment, settlement or lapsing of
          any  restrictions   with  respect  to  any  performance  unit  or
          performance    share    that   is    intended    to    constitute
          Performance-Based  Compensation  made to a Grantee who is subject
          to Section  162(m) of the Internal  Revenue  Code,  the Committee
          shall certify in writing that the  applicable  performance  goals
          have been satisfied.

               (v) Unless otherwise  expressly stated in the relevant Award
          Agreement,  each performance  unit and performance  share granted
          under the Plan is intended to be  Performance-Based  Compensation
          and the Committee  shall  interpret and administer the applicable
          provisions  of the Plan in a  manner  consistent  therewith.  Any
          provisions  inconsistent with such treatment shall be inoperative
          and shall not adversely affect the treatment of performance units
          or  performance  shares  granted  hereunder as  Performance-Based
          Compensation. The Committee shall not be entitled to exercise any
          discretion  otherwise  authorized  hereunder with respect to such
          performance unit or performance  share if the ability to exercise
          such discretion or the exercise of such  discretion  itself would
          cause the  compensation  attributable to such performance unit or
          performance  share  to  fail  to  qualify  as   Performance-Based
          Compensation.

          (f) Grant of Phantom Stock. The Committee may, in its discretion,
grant shares of phantom stock to any employee who is eligible under Article
5 to receive  Awards.  Such phantom stock shall be subject to the terms and
conditions  established  by the Committee  and set forth in the  applicable
Award Agreement.

          (g) Grant of Director's Shares. There shall be granted Director's
Shares with respect to 1,000 shares of Stock to each  nonemployee  director
of the Company  upon his or her initial  election to the Board.  Director's
Shares shall be fully vested and transferable upon issuance.

<PAGE>

          (h) Tandem Awards. The Committee may grant and identify any Award
with any other Award granted under the Plan ("Tandem Award"),  other than a
Substitute Option or a Spin-off Option, on terms and conditions  determined
by the Committee.

     7.   Non-transferability.

     Unless set forth in the  applicable  Award  Agreement  with respect to
Awards other than Incentive Stock Options, no Award (other than an Award of
restricted  Stock)  granted  hereunder  shall by its terms be assignable or
transferable  except by will or the laws of descent and distribution or, in
the case of an Option other than an Incentive  Stock Option,  pursuant to a
domestic  relations  order  (within the meaning of Rule 16a-12  promulgated
under the Exchange Act). An Option may be exercised  during the lifetime of
a  Grantee   only  by  the  Grantee  or  his  or  her   guardian  or  legal
representatives or, except as would cause an Incentive Stock Option to lose
its status as such, by a bankruptcy trustee. Notwithstanding the foregoing,
the  Committee  may set forth in the Award  Agreement  evidencing  an Award
(other than an Incentive  Stock Option) at the time of grant or thereafter,
that the Award may be  transferred  to members of the  Grantee's  immediate
family,  to trusts solely for the benefit of such immediate  family members
and to partnerships in which such family members and/or trusts are the only
partners,  and for purposes of this Plan, a transferee of an Award shall be
deemed to be the  Grantee.  For this  purpose,  immediate  family means the
Grantee's spouse, parents, children, stepchildren and grandchildren and the
spouses of such parents,  children,  stepchildren  and  grandchildren.  The
terms  of an  Award  shall  be  final,  binding  and  conclusive  upon  the
beneficiaries,  executors,  administrators,  heirs  and  successors  of the
Grantee.  Each share of restricted  Stock shall be  non-transferable  until
such share becomes nonforfeitable.

     8.   Exercise.

          (a) Exercise of Options. Subject to Articles 4(c)(vii), 12 and 13
and such terms and  conditions  as the  Committee  may impose,  each Option
shall be  exercisable  in one or more  installments  commencing not earlier
than the first  anniversary  of the Grant  Date of such  Option;  provided,
however,  that all Options held by each  Grantee  shall become fully (100%)
vested  and  exercisable  upon  the  occurrence  of  a  Change  of  Control
regardless  of  whether  the  acceleration  of the  exercisability  of such
Options would cause such Options to lose their eligibility for treatment as
Incentive Stock Options.  Notwithstanding the foregoing, Options may not be
exercised  by a  Grantee  for such  period  of time  following  a  hardship
distribution  to the  Grantee,  to the extent such  exercise is  prohibited
under  the  applicable  provisions  of the  Internal  Revenue  Code and any
authority  thereunder.  Each Option  shall be  exercised by delivery to the
Company of written notice of intent to purchase a specific number of shares
of Stock subject to the Option.  The Option Price of any shares of Stock as
to which an Option shall be exercised  shall be paid in full at the time of
the  exercise.  Payment may be made,  as determined by the Committee in its
discretion with respect to Options granted to eligible employees and in all
cases with respect to Options granted to nonemployee  directors pursuant to
Article 6(b)(ii), in any one or any combination of the following:

               (i) cash,

<PAGE>

               (ii) shares of unrestricted Stock held by the Grantee for at
          least six months (or such lesser  period as may be  permitted  by
          the Committee) prior to the exercise of the Option, and valued at
          its  Fair  Market  Value  on the last  business  day  immediately
          preceding the date of exercise, or

               (iii) through  simultaneous  sale through a broker of shares
          of  unrestricted  Stock acquired on exercise,  as permitted under
          Regulation T of the Federal Reserve Board.

      Shares of unrestricted Stock acquired by a Grantee on exercise of an
Option shall be delivered to the Grantee or, at the request of the Grantee,
shall be credited directly to a brokerage account specified by the Grantee.

          (b)  Exercise of Performance Units.

               (i) Subject to Articles 4(c)(vii),  12 and 13 and such terms
          and conditions as the Committee may impose,  and unless otherwise
          provided in the applicable Award  Agreement,  if, with respect to
          any performance  unit, the Committee has determined in accordance
          with Article  6(f)(iv)  that the minimum  performance  goals have
          been achieved during the applicable  Measuring Period,  then such
          performance  unit shall be deemed  exercised on the date on which
          it first becomes exercisable.

               (ii) The benefit for each  performance  unit exercised shall
          be an amount equal to the product of

                    (A) the Unit Value (as defined below), multiplied by

                    (B) the  Performance  Percentage  attained  during  the
               Measuring Period for such performance unit.

               (iii)  The  Unit  Value  shall  be,  as   specified  by  the
          Committee,

                    (A) a dollar amount,

                    (B) an amount equal to the Fair Market Value of a share
               of Stock on the Grant Date,

                    (C) an amount equal to the Fair Market Value of a share
               of Stock on the exercise date of the performance unit, plus,
               if so provided in the Award Agreement,  an amount ("Dividend
               Equivalent  Amount")  equal to the Fair Market  Value of the
               number of shares of Stock that would have been  purchased if
               each dividend paid on a share of Stock on or after the Grant
               Date and on or before the  exercise  date were  invested  in
               shares of Stock at a purchase price equal to its Fair Market
               Value on the respective dividend payment date, or

<PAGE>

                    (D) an amount equal to the Fair Market Value of a share
               of Stock on the exercise date of the performance unit (plus,
               if  so  specified  in  the  Award   Agreement,   a  Dividend
               Equivalent  Amount),  reduced by the Fair Market  Value of a
               share of Stock on the Grant Date of the performance unit.

               (iv) The benefit  upon the  exercise of a  performance  unit
          shall be payable as soon as is administratively  practicable (but
          in any event  within 90 days) after the later of (A) the date the
          Grantee is deemed to exercise such  performance  unit, or (B) the
          date (or dates in the event of installment  payments) as provided
          in the applicable Award Agreement.  Such benefit shall be payable
          in  cash,  except  that  the  Committee,   with  respect  to  any
          particular exercise, may, in its discretion,  pay benefits wholly
          or partly in Stock  delivered  to the  Grantee or  credited  to a
          brokerage account specified by the Grantee.  The number of shares
          of Stock  payable in lieu of cash shall be  determined by valuing
          the  Stock at its Fair  Market  Value  on the  business  day next
          preceding the date such benefit is to be paid.

          (c) Payment of Performance Shares. Subject to Articles 4(c)(vii),
12 and 13 and such terms and  conditions as the  Committee may impose,  and
unless  otherwise  provided  in  the  applicable  Award  Agreement,  if the
Committee  has  determined  in  accordance  with Article  6(f)(iv) that the
minimum  performance  goals with respect to an Award of performance  shares
have been achieved during the applicable Measuring Period, then the Company
shall pay to the Grantee of such Award (or, at the request of the  Grantee,
deliver to a brokerage  account  specified by the Grantee)  shares of Stock
equal  in  number  to the  product  of the  number  of  performance  shares
specified in the applicable  Award Agreement  multiplied by the Performance
Percentage achieved during such Measuring Period, except to the extent that
the  Committee in its  discretion  determines  that cash be paid in lieu of
some or all of such shares of Stock.  The amount of cash payable in lieu of
a share of Stock  shall be  determined  by  valuing  such share at its Fair
Market Value on the business day next preceding the date such cash is to be
paid.  Payments  pursuant  to this  Article  8(d)  shall be made as soon as
administratively  practicable  (but in any event  within 90 days) after the
end of the applicable Measuring Period. Any performance shares with respect
to which the  performance  goals have not been  achieved  by the end of the
applicable Measuring Period shall expire.

          (d)  Payment  of  Phantom  Stock  Awards.  Upon the  vesting of a
phantom  stock  Award,  the  Grantee  shall be  entitled  to receive a cash
payment in respect of each share of phantom  stock  which shall be equal to
the Fair Market Value of a share of Stock as of the date the phantom  stock
Award was granted, or such other date as determined by the Committee at the
time the phantom stock Award was granted.  The Committee may, at the time a
phantom stock Award is granted,  provide a limitation on the amount payable
in respect of each share of phantom stock.  In lieu of a cash payment,  the
Committee  may settle  phantom  stock  Awards with shares of Stock having a
Fair Market Value equal to the cash payment to which the Grantee has become
entitled.

<PAGE>

          (e)  Exercise,  Cancellation,  Expiration or Forfeiture of Tandem
Awards. Upon the exercise, cancellation,  expiration, forfeiture or payment
in respect of any Award which is identified  with any Tandem Award pursuant
to Article  6(i),  the Tandem  Award shall  automatically  terminate to the
extent  of the  number  of  shares  in  respect  of which  the  Award is so
exercised, cancelled, expired, forfeited or paid, unless otherwise provided
by the Committee at the time of grant of the Tandem Award or thereafter.

     9.   Spin-off and Substitute Options.

     Spin-off  Options and  Substitute  Options  shall be issued under this
Plan  pursuant  to  and in  accordance  with  the  terms  of  the  Benefits
Agreement. Spin-off Options and Substitute Options shall be governed by the
terms of the Plan to the extent that the terms of the Plan do not  conflict
with the  terms of the  agreements  evidencing  the  Spin-off  Options  and
Substitute Options.

     10.  Effect of Certain Transactions.

     With respect to any Award which relates to Stock,  in the event of (i)
the  liquidation  or  dissolution  of  the  Company  or  (ii) a  merger  or
consolidation  of the  Company (a  "Transaction"),  the Plan and the Awards
issued  hereunder  shall  continue  in  effect  in  accordance  with  their
respective  terms,  except  that  following a  Transaction  either (i) each
outstanding Award shall be treated as provided for in the agreement entered
into in connection with the Transaction  (the  "Transaction  Agreement") or
(ii) if not so provided in the Transaction Agreement, each Grantee shall be
entitled  to  receive  in  respect  of each  share of Stock  subject to any
outstanding Awards, upon the vesting,  payment or exercise of the Award (as
the case may be),  the same  number  and kind of stock,  securities,  cash,
property,  or other  consideration that each holder of a share of Stock was
entitled to receive in the Transaction in respect of a share of Stock.

     11.  Mandatory Withholding Taxes.

     The Company  shall have the right to deduct from any  distribution  of
cash to any Grantee an amount equal to the federal,  state and local income
taxes and other  amounts  as may be  required  by law to be  withheld  (the
"Withholding  Taxes")  with  respect  to  any  Award.  If a  Grantee  is to
experience a taxable event in connection  with (i) the receipt of an Award,
(ii) the  receipt  of  shares  pursuant  to an Option  exercise,  (iii) the
vesting  or payment  of  another  type of Award or (iv) any other  event in
connection  with the Plan (a "Taxable  Event"),  the Grantee  shall pay the
Withholding  Taxes to the Company  prior to the  issuance,  or release from
escrow,  of such  Award or shares or  vesting  or  payment of such Award or
occurrence  of  such  event,  as  applicable.  Payment  of  the  applicable
Withholding  Taxes  may be made,  as  determined  by the  Committee  in its
discretion,  in any one or any  combination  of (i)  cash,  (ii)  shares of
restricted or unrestricted  Stock owned by the Grantee prior to the Taxable
Event and valued at its Fair Market Value on the  business day  immediately
preceding  the date of  exercise,  or (iii) by  making a Tax  Election  (as
described  below).  For  purposes  of this  Article 11, the  Committee  may
provide  in the  Award  Agreement  at the  time of  grant,  or at any  time
thereafter,  that the Grantee,  in  satisfaction  of the  obligation to pay
Withholding  Taxes to the Company,  may elect to have withheld a portion of
the

<PAGE>

shares then  issuable to him or her having an  aggregate  Fair Market Value
equal to the Withholding Taxes.

     12.  Termination of Employment.

     The Award Agreement pertaining to each Award shall set forth the terms
and conditions applicable to such Award upon a Termination of Employment of
the Grantee by the Company,  a Subsidiary or an operating division or unit,
which,  except for Options  granted to  nonemployee  directors  pursuant to
Article  6(b)(ii),  shall  be as the  Committee  may,  in  its  discretion,
determine at the time the Award is granted or thereafter.

     13.  Securities Law Matters.

          (a) If the  Committee  deems  it  necessary  to  comply  with the
Securities  Act of 1933,  the  Committee  may require a written  investment
intent  representation  by the Grantee and may require  that a  restrictive
legend be affixed to certificates for shares of Stock.

          (b) If,  based upon the opinion of counsel for the  Company,  the
Committee determines that the exercise or nonforfeitability of, or delivery
of benefits  pursuant to, any Award would violate any applicable  provision
of (i) federal or state  securities  law, (ii) the listing  requirements of
any national  securities  exchange on which are listed any of the Company's
equity securities or (iii) any other law or regulation,  then the Committee
may postpone any such exercise,  nonforfeitability or delivery, as the case
may be, but the Company shall use its best efforts, if applicable, to cause
such  exercise,  nonforfeitability  or  delivery  to  comply  with all such
provisions at the earliest practicable date.

          (c)  Notwithstanding  any  provision  of the  Plan  or any  Award
Agreement  to the  contrary,  no  shares  of Stock  shall be  issued to any
Grantee in respect of any Award prior to the time a registration  statement
under the Securities Act of 1933 is effective with respect to such shares.

     14.  No Funding Required.

     Benefits  payable  under the Plan to any person shall be paid directly
by the  Company.  The Company  shall not be required to fund,  or otherwise
segregate assets to be used for payment of, benefits under the Plan.

     15.  No Employment Rights.

     Neither the  establishment  of the Plan, nor the granting of any Award
shall be construed to (a) give any Grantee the right to remain  employed by
the Company or any of its  Subsidiaries or to any benefits not specifically
provided  by the Plan or (b) in any manner  modify the right of the Company
or any of its  Subsidiaries  to  modify,  amend,  or  terminate  any of its
employee benefit plans.

<PAGE>

     16.  Rights as a Stockholder.

     A Grantee  shall not, by reason of any Award  (other  than  restricted
Stock),  have any right as a stockholder of the Company with respect to the
shares of Stock which may be  deliverable  upon exercise or payment of such
Award until such shares have been  delivered to him.  Shares of  restricted
Stock held by a Grantee or held in escrow by the  Secretary  of the Company
shall  confer on the Grantee all rights of a  stockholder  of the  Company,
except as otherwise provided in the Plan.

     17.  Nature of Payments.

     Any and all grants, payments of cash, or deliveries of shares of Stock
hereunder shall constitute  special  incentive  payments to the Grantee and
shall  not be taken  into  account  in  computing  the  amount of salary or
compensation  of the Grantee for the purposes of  determining  any pension,
retirement,  death or other  benefits  under (a) any  pension,  retirement,
profit-sharing, bonus, life insurance or other employee benefit plan of the
Company or any of its Subsidiaries or (b) any agreement between the Company
or any  Subsidiary,  on the one hand,  and the Grantee,  on the other hand,
except as such plan or agreement shall otherwise expressly provide.

     18.  Non-Uniform Determinations.

     Neither the Committee's nor the Board's  determinations under the Plan
need be uniform and may be made by the  Committee or the Board  selectively
among persons who receive,  or are eligible to receive,  Awards (whether or
not such persons are similarly  situated).  Without limiting the generality
of the foregoing,  the Committee shall be entitled,  among other things, to
make  non-uniform and selective  determinations,  to enter into non-uniform
and selective Award Agreements as to (a) the identity of the Grantees,  (b)
the terms and provisions of Awards,  and (c) the treatment of  Terminations
of Employment.

     19.  Adjustments.

     In the event of Change in Capitalization,  the Committee shall, in its
sole discretion, make equitable adjustment of

          (a)  the  aggregate  number and class of shares of Stock or other
               stock or securities available under Article 3,

          (b)  the  number  and class of shares of Stock or other  stock or
               securities  covered by an Award and to be covered by Options
               granted  to  nonemployee   directors   pursuant  to  Article
               6(b)(ii),

          (c)  the Option Price applicable to outstanding Options,

<PAGE>

          (d)  the terms of performance  unit and performance  share grants
               (to  the  extent  permitted  under  Section  162(m))  of the
               Internal Revenue Code and the regulations thereunder without
               adversely affecting the treatment of the performance unit or
               performance share as Performance-Based Compensation,

          (e)  the Fair Market Value of Stock to be used to  determine  the
               amount of the benefit  payable upon exercise of  performance
               units, performance shares or phantom stock,

          (f)  the  maximum  number  and  class of shares of Stock or other
               securities  with  respect to which  Awards may be granted to
               any individual in any three calendar year period, and

          (g)  the number and class of shares of Stock or other  securities
               with  respect  to which  Director  Shares  are to be granted
               under Article 6(h).

     20.  Amendment of the Plan.

     The Board may from time to time in its discretion  amend or modify the
Plan without the  approval of the  stockholders  of the Company,  except as
such  stockholder  approval may be required (a) to retain  Incentive  Stock
Option  treatment  under Section 422 of the Internal  Revenue Code,  (b) to
permit  transactions  in  Stock  pursuant  to the  Plan to be  exempt  from
potential  liability  under  Section 16(b) of the 1934 Act or (c) under the
listing  requirements  of  any  securities  exchange  on  which  any of the
Company's equity securities are listed.

     21.  Termination of the Plan.

     The Plan  shall  terminate  on the  tenth  (10th)  anniversary  of the
Effective  Date or at such  earlier  time as the Board may  determine.  Any
termination,  whether in whole or in part,  shall not affect any Award then
outstanding under the Plan.

     22.  No Illegal Transactions.

     The Plan and all Awards granted pursuant to it are subject to all laws
and  regulations  of any  governmental  authority  which may be  applicable
thereto;  and  notwithstanding  any  provision  of the  Plan or any  Award,
Grantees  shall not be entitled to exercise  Awards or receive the benefits
thereof and the Company  shall not be obligated to deliver any Stock or pay
any benefits to a Grantee if such exercise, delivery, receipt or payment of
benefits would  constitute a violation by the Grantee or the Company of any
provision of any such law or regulation or applicable court order.

<PAGE>

     23.  Governing Law.

     Except  where  preempted  by  federal  law,  the law of the  State  of
Delaware shall be controlling in all matters relating to the Plan,  without
giving effect to the conflicts of law principles thereof.

     24.  Severability.

     If all  or  any  part  of  the  Plan  is  declared  by  any  court  or
governmental  authority  to be unlawful or invalid,  such  unlawfulness  or
invalidity  shall  not  serve to  invalidate  any  portion  of the Plan not
declared to be  unlawful  or invalid.  Any Article or part of an Article so
declared to be unlawful or invalid  shall,  if possible,  be construed in a
manner  which will give  effect to the terms of such  Article or part of an
Article to the fullest extent possible while remaining lawful and valid.

     25.  Translations.

     Any inconsistency between the terms of the Plan or any Award Agreement
and the  corresponding  translation  thereof  into a  language  other  than
English shall be resolved by  reference,  solely,  to the English  language
document.