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                                                                     Exhibit 4.1

                               ENESCO GROUP, INC.
                               F/N/A STANHOME INC.
                   AMENDED AND RESTATED 1996 STOCK OPTION PLAN
                               AS OF MAY 19, 2004
                                TO BE RENAMED THE
               AMENDED AND RESTATED 1996 LONG-TERM INCENTIVE PLAN

      1.    Purpose. The purpose of this Amended and Restated 1996 Long-Term
Incentive Plan (the "Plan") is to advance the interests of Enesco Group, Inc.
(the "Company") by encouraging key management employees of the Company and its
Subsidiaries to acquire a proprietary interest in the Company through ownership
of common stock of the Company. Such ownership will encourage the participants
to remain with the Company and will help attract other qualified persons to
become employees and directors.

      2.    Definitions. When used herein, the following terms shall have the
meaning set forth below:

            2.1   "Award" means an Option, an Option granted in tandem with an
      SAR, a Performance Plan Award, a Restricted Stock Award, a Restricted
      Stock Award granted in tandem with an Option, an SAR or a Stock Bonus
      Award.

            2.2   "Award Agreement" means a written agreement in such form as
      may be from time to time, hereafter approved by the Committee, which shall
      be duly executed by the Company and the Employee and which shall set forth
      the terms and conditions of an Award under the Plan.

            2.3   "Board" means the Board of Directors of Enesco Group, Inc.

            2.4   "Code" means the Internal Revenue Code of 1986, as in effect
      at the time of reference, or any successor revenue code which may
      hereafter be adopted in lieu thereof, and reference to any specific
      provisions of the Code shall refer to the corresponding provisions of the
      Code as it may hereafter be amended or replaced.

            2.5   "Committee" means the Compensation and Stock Option Committee
      of the Board or any other committee appointed by the Board which is
      invested by the Board with responsibility for the administration of the
      Plan which committee shall be composed of not less than three directors of
      the Company elected or to be elected as members of the Committee from time
      to time by the Board. Each member of the Committee shall be a
      "non-employee director" within the meaning of Rule 16b-3 under the
      Exchange Act, an "outside director" within the meaning of Section 162(m)
      of the Code and any applicable stock exchange requirements.

            2.6   "Company" means Enesco Group, Inc.

            2.7   "Employee Stockholder" means an Employee who, at the time an
      Incentive Stock Option is granted owns, as defined in Section 424 of the
      Code, stock possessing more than ten percent (10%) of the total combined
      voting power of all classes of stock of: (a) the Company; or (b) if
      applicable, a Subsidiary or a Parent.

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            2.8   "Employees" means officers (including officers who are members
      of the Board) and other key employees of the Company or any of its
      Subsidiaries.

            2.9   "ERISA" means the Employee Retirement Income Security Act of
      1974, as in effect at the time of reference, or any successor law which
      may hereafter be adopted in lieu thereof, and any reference to any
      specific provisions of ERISA shall refer to the corresponding provisions
      of ERISA as it may hereafter be amended or replaced.

            2.10  "Exchange Act" means the Securities Exchange Act of 1934, as
      in effect at the time of reference, or any successor law which may
      hereafter be adopted in lieu thereof, and any reference to any specific
      provisions of the Exchange Act shall refer to the corresponding provisions
      of the Exchange Act as it may hereafter be amended or replaced.

            2.11  "Fair Market Value" means with respect to the Shares, (a) the
      closing price of the Shares on the New York Stock Exchange or such other
      exchange on which Shares are then traded or admitted to trading, on the
      date of the grant, (b) if no sale takes place on such day on any such
      exchange, the average of the last reported closing bid and asked prices on
      such day as officially quoted on any such exchange, or (c) if the Shares
      are not then listed or admitted to trading on any such exchange, the
      average of the last reported closing bid and asked prices on such day on
      the over-the-counter market; provided, however, if there shall be no
      public market for the Shares the price shall be the fair market value
      determined in good faith by the Board, or the Committee if one has been
      appointed, in its discretion, which determination may, but need not, be
      based on (i) the advice of an independent financial advisor or (ii) the
      last known price per Share paid by a purchaser in an arm's length
      transaction. For purposes of (a) above, the National Association of
      Securities Dealers National Market System shall be deemed a principal
      stock exchange. If there shall be a public market for the Shares, and the
      foregoing references are unavailable or inapplicable, then the Fair Market
      Value shall be determined on the basis of the appropriate substitute
      public market price indicator as determined by the Committee, in its sole
      discretion.

            2.12  "Incentive Stock Option" means an Option intending to meet the
      requirements and containing the limitations and restrictions set forth in
      Section 422 of the Code and designated in the Award Agreement as an
      Incentive Stock Option.

            2.13  "Non-Qualified Stock Option" means an Option other than an
      Incentive Stock Option.

            2.14  "Option" means the right to purchase the number of Shares
      specified by the Committee, at a price and for a term fixed by the
      Committee, in accordance with the Plan, and subject to such other
      limitations and restrictions as the Plan and the Committee may impose.

            2.15  "Parent" means any corporation, other than the employer
      corporation, in an unbroken chain of corporations ending with the employer
      corporation if, at the time of the granting of the Option, each of the
      corporations other than the employer corporation owns stock possessing
      fifty percent (50%) or more of the total combined voting power of all
      classes of stock in one of the other corporations in such chain.

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            2.16  "Performance Goals" has the meaning ascribed to it in Section
      11 of the Plan.

            2.17  "Performance Period" has the meaning ascribed to it in Section
      11 of the Plan.

            2.18  "Performance Plan Award" means the right to receive Options,
      Restricted Stock Awards, SARs, Shares, Stock Bonus Awards or units
      (representing such monetary amount as designated by the Committee and
      payable in cash or in Shares) pursuant to Section 11 of the Plan, which
      right is based on, or subject to, in whole or in part, the achievement of
      certain performance criteria specified by the Committee.

            2.19  "Plan" means the Amended and Restated 1996 Stock Option Plan
      of Enesco Group, Inc. as of May 19, 2004, now known as the Amended and
      Restated Long-Term Incentive Plan.

            2.20  "Regulation T" means Part 220, chapter II, title 12 of the
      Code of Federal Regulations, issued by the Board of Governors of the
      Federal Reserve System pursuant to the Exchange Act, as amended from time
      to time, or any successor regulation which may hereafter be adopted in
      lieu thereof.

            2.21  "Restricted Stock Award" means the right to receive Shares,
      but subject to forfeiture and/or other restrictions set forth in the
      related Restricted Stock Award Agreement and the Plan.

            2.22  "Restricted Stock Award Agreement" means an Award Agreement
      executed in connection with a Restricted Stock Award.

            2.23  "Rule 16b-3" means Rule 16b-3 of the General Rules and
      Regulations of the Securities and Exchange Commission as in effect at the
      time of reference, or any successor rules or regulations which may
      hereafter be adopted in lieu thereof, and any reference to any specific
      provisions of Rule 16b-3 shall refer to the corresponding provisions of
      Rule 16b-3 as it may hereafter be amended or replaced.

            2.24  "SAR" means a stock appreciation right, which is a right to
      receive an amount in cash, or Shares, or a combination of cash and Shares,
      as determined or approved by the Committee, no greater than the excess, if
      any, of (i) the Fair Market Value of a Share on the date the SAR is
      exercised, over (ii) the SAR Base Price.

            2.25  "SAR Base Price" means the Fair Market Value of a Share on the
      date an SAR was granted, or if the SAR was granted in tandem with an
      Option (whether or not the Option was granted on a different date than the
      SAR), in the Committee's discretion, the option price of a Share subject
      to the Option.

            2.26  "Shares" means shares of the Company's common stock $0.125 par
      value each or, if by reason of the adjustment provisions contained herein,
      any rights under an Award under the Plan pertain to any other security,
      such other security.

            2.27  "Stock Bonus Award" means the right to receive Shares as
      provided in Section 10 of the Plan.

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            2.28  "Subsidiary" or "Subsidiaries" means any corporation or
      corporations other than the employer corporation in an unbroken chain of
      corporations beginning with the employer corporation if each of the
      corporations other than the last corporation in the unbroken chain owns
      stock possessing fifty percent (50%) or more of the total combined voting
      power of all classes of stock in one of the other corporations in such
      chain.

            2.29  "Substantial Cause" means (a) the willful and continued
      failure by the Employee to perform substantially the Employee's duties
      with the Company or a Subsidiary (other than any such failure resulting
      from the Employee's incapacity due to physical or mental illness) after a
      written demand for substantial performance is delivered to the Employee by
      the Board, which demand specifically identifies the manner in which the
      Board believes that the Employee has not substantially performed the
      Employee's duties or (b) the willful engagement by the Employee in conduct
      which is demonstrably and materially injurious to the Company or its
      Subsidiaries . For purposes of clauses (a) and (b) of this definition, no
      act or failure to act by the Employee shall be deemed "willful" unless
      done, or omitted to be done, by the Employee not in good faith and without
      reasonable belief that the Employee's act or failure to act was in the
      best interests of the Company.

            2.30  "Successor" means the legal representative of the estate of a
      deceased Employee or the person or persons who shall acquire the right to
      exercise or receive an Award by bequest or inheritance or by reason of the
      death of the Employee.

            2.31  "Term" means the period during which a particular Award may be
      exercised.

      3.    Administration. The Plan shall be administered by the Committee.
Subject to the provisions of the Plan and the approval of the Board, except that
the Board of Directors shall have no discretion with respect to the selection of
officers within the meaning of Rule 16a-1(f), directors or 10% or more
shareholders ("Insiders") for participation and decisions concerning the timing,
pricing and amount of a grant or award to such "Insiders", the Committee is
authorized to grant Awards under the Plan and to interpret the Plan and such
Awards, to prescribe, amend and rescind rules and regulations relating to the
Plan and the Awards, and to make other determinations necessary or advisable for
the administration of the Plan, all of which determinations shall be conclusive.
The Committee shall act pursuant to a majority vote or by unanimous written
consent. The Committee shall hold its meetings at such times and places as it
shall deem advisable. A majority of its members shall constitute a quorum. The
Committee shall make such rules and regulations for the conduct of its business
as it shall deem advisable.

      4.    Stock Subject to the Plan. The aggregate number of shares which may
be issued under Awards granted pursuant to the Plan shall not exceed 3,000,000
shares of the Company's common stock $0.125 par value each. Such Shares shall be
either authorized but unissued Shares or issued Shares which shall have been
reacquired by the Company. Such aggregate number of Shares may be adjusted under
Section 18 below. Any Shares subject to issuance upon exercise of Options or
SARs, or vesting of Performance Plan Awards, but which are not issued because of
a surrender, lapse, expiration, forfeiture or termination of any such Option,
SAR or Performance Plan Award prior to issuance of the Shares shall once again
be available for issuance in satisfaction of Awards. Similarly, any Shares
issued pursuant to a Restricted Stock Award which are subsequently forfeited
pursuant to the terms of the related Restricted Unit Award Agreement shall once
again be available for issuance in satisfaction of Awards.

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      5.    Eligibility. Awards shall be granted under the Plan to such selected
key full-time salaried and commissioned employees (including officers and
directors if they are employees) of the Company or any of its Subsidiaries as
the Committee shall determine from time to time. In determining the Employees to
whom Awards shall be granted and the number of Shares to be issued or subject to
purchase or issuance under such Awards, the Committee shall take into account
the recommendations of the Company's management as to the duties of the
respective Employees, their present and potential contributions to the success
of the Company and its Subsidiaries, and such other factors as the Committee
shall deem relevant in connection with accomplishing the purposes of the Plan.
No Awards shall be granted, on or after May 19, 2004, to any member of the
Committee so long as his or her membership on the Committee continues or to any
member of the Board who is not also an officer or key employee of the Company or
any Subsidiary. All options granted under the Plan to non-employee directors
prior to May 19, 2004, shall not be affected by the amendment and restatement of
the Plan and will remain outstanding under the Plan and the specific terms of
their Award Agreements.

      6.    Allotment of Shares. The Committee shall determine the total number
of Shares to be offered to each Employee under the Plan; provided, however, that
no Employee may be granted (a) Options which exceed 200,000 Shares under the
Plan in any calendar year, and (b) Performance Plan Awards, SARs, Restricted
Stock Awards and Stock Bonus Awards which exceed 100,000 Shares under the Plan
in any calendar year. In addition, the Committee may not make grants of
Performance Plan Awards, SARs, Restricted Stock Awards and Stock Bonus Awards
which exceed 900,000 Shares.

      7.    Stock Options.

            7.1   Types of Options. Options granted pursuant to the Plan may be
      either Incentive Stock Options or Non-qualified Stock Options. It is the
      intent of the Company that Non-qualified Stock Options granted under the
      Plan not be classified as Incentive Stock Options, that the Incentive
      Stock Options granted under the Plan be consistent with and contain or be
      deemed to contain all provisions required under Section 422 and the other
      appropriate provisions of the Code and any implementing regulations (and
      any successor provisions thereof), and that any ambiguities in
      construction shall be interpreted in order to effectuate such intent. The
      Award Agreement shall designate whether an Option is an Incentive Stock
      Option or a Non-Qualified Stock Option.

            7.2   Option Price. The Shares shall be offered from time to time
      under the Plan at a price which shall be not less than the greater of (a)
      100% of the Fair Market Value of the Company's common stock on the date
      the Option is granted, or (b) the par value of the Company's common stock
      subject to the Option; provided, however, that the price shall be not less
      than 110% of such Fair Market Value in the case of Shares offered under
      any Incentive Stock Option granted to an Employee Stockholder.

            7.3   Terms and Conditions of Options. The Committee shall have
      power, subject to the limitations contained in the Plan, to prescribe the
      terms and conditions of any Option granted hereunder. Each such Option
      shall be evidenced by an Award Agreement in such form as the Committee
      shall from time to time determine, which Award Agreement shall prescribe
      the following terms and conditions and such other terms and conditions as
      the Committee may deem necessary or advisable:

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            (a)   Duration of Options. Except as hereinafter otherwise provided,
      Options granted under the Plan shall not be exercisable for a term of more
      than ten (10) years from the date of grant, but shall be subject to
      earlier termination as hereinafter provided. No Option granted in tandem
      with an SAR shall be exercisable during the first six months following the
      date of grant of the SAR, except that this limitation shall not apply in
      the event that it is permissible under Rule 16b-3 to exercise the Option
      prior to the expiration of the six month period. Notwithstanding anything
      herein to the contrary, if an Incentive Stock Option is granted to an
      Employee Stockholder, then such Incentive Stock Option shall not be
      exercisable more than five years from the date of grant thereof, but shall
      be subject to earlier termination as hereinafter provided.

            (b)   Termination of Options. (1) Disability or Retirement at or
      after age 55. If the Employee's employment with the Company or any
      Subsidiary terminates by reason of disability or retirement at or after
      age 55, if not sooner terminated pursuant to their terms, all outstanding
      Options then held by the Employee that have vested shall be exercisable
      for the remainder of the term of the Option by the Employee or his or her
      guardian or legal representative(s), except further that in the case of
      Incentive Stock Options the period for such exercise following such
      termination shall be limited to three months. (2) Termination by Voluntary
      Resignation or Termination by the Company for any reason other than Death,
      Disability, Retirement or Substantial Cause. If the Employee's employment
      with the Company or any Subsidiary is terminated either by voluntary
      resignation or termination by the Company for any reason other than death,
      disability or retirement, all outstanding Options, which have vested, then
      held by the Employee shall be exercisable during the sixth month period
      following any such termination of employment by the Employee or his or her
      guardian or legal representative(s). (3) Death. If the Employee's
      employment with the Company or any Subsidiary is terminated by reason of
      death, all outstanding Options that have vested and those that will vest
      within one year of the date of death then held by the Employee shall be
      exercisable during the twelve-month period following the date of death by
      the Employee's Successor. (4) Termination for Substantial Cause. If the
      Employee's employment with the Company or any Subsidiary is terminated for
      Substantial Cause, all outstanding Options then held by the Employee shall
      thereupon be forfeited by the Employee and canceled by the Company.(5)
      Termination within Six Months of Grant. Notwithstanding the foregoing,
      upon the Employee's employment with the Company or any Subsidiary
      terminating at any time for any reason, all outstanding Options granted
      within the last six months prior to the Employee's termination shall
      thereupon be forfeited by the Employee and canceled by the Company.

            For purposes of this subsection, the meaning of the word
      "disability" shall be determined under the provisions of Section 22(e)(3)
      of the Code or any successor provisions thereof.

      8.    Stock Appreciation Rights.

            8.1   Grant of SAR. The Committee, in its discretion, may grant an
      Employee an SAR in tandem with an Option or may grant an Employee an SAR
      on a stand alone

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      basis. The Committee, in its discretion, may grant an SAR in tandem with
      an Option either at the time the Option is granted or at any time after
      the Option is granted, to the extent that such Options at such time have
      not been exercised and have not been terminated, so long as the grant of
      the SAR is made during the period in which grants of SARs may be made
      under the Plan. The Committee, in its discretion, may grant an SAR in
      tandem with an Option which is exercisable either in lieu of, or in
      addition to, the exercise of the related Option.

            8.2   Limitations on Exercise. Each SAR granted in tandem with an
      Option shall be exercisable to the extent, and only to the extent, the
      related Option is exercisable and shall be for such Term as the Committee
      may determine (which Term, not to exceed ten (10) years, may expire prior
      to the Term of the related Option). Each SAR granted on a stand alone
      basis shall be exercisable to the extent, and for such Term, as the
      Committee may determine. The SARs shall be subject to such other terms and
      conditions as the Committee, in its discretion, shall determine, which are
      not otherwise inconsistent with the Plan. The terms and conditions may
      include Committee approval of the exercise of the SAR, limitations on the
      time within which and the extent to which such SAR shall be exercisable,
      limitations, if any, on the amount of appreciation in value which may be
      recognized with regard to such SAR, and specification of what portion, if
      any, of the amount payable to the Employee upon exercise of such SAR shall
      be payable in cash and what portion if any, shall be payable in Shares.
      If, and to the extent, that Shares are issued in satisfaction of amounts
      payable on exercise of an SAR, the Shares shall be valued at their Fair
      Market Value on the date of exercise.

            8.3   SARs in Tandem with Incentive Stock Options. With respect to
      SARs granted in tandem with Incentive Stock Options, the following shall
      apply:

                  (a)   No SAR shall be exercisable unless the Fair Market Value
            of the Shares on the date of exercise exceeds the option price of
            the related Incentive Stock Option.

                  (b)   In no event shall any amounts paid pursuant to the SAR
            exceed the difference between the Fair Market Value of the Shares on
            the date of exercise and the option price of the related Incentive
            Stock Option.

            8.4   Surrender of Option or SAR Granted in Tandem. If the Award
      Agreement related to the grant of an SAR in tandem with an Option provides
      that the SAR can only be exercised in lieu of the related Option, then,
      upon exercise of such SAR, the related Option or portion thereof with
      respect to which such SAR is exercised shall be deemed surrendered and
      shall not thereafter be exercisable, and, similarly, upon exercise of the
      Option, the related SAR or portion thereof with respect to which such
      Option is exercised shall be deemed surrendered and shall not thereafter
      be exercisable. If the Award Agreement related to the grant of an SAR in
      tandem with an Option provides that the SAR can be exercised in addition
      to the related Option, then, upon exercise of such SAR, the related Option
      or portion thereof with respect to which such SAR is exercised shall not
      be deemed surrendered and shall continue to be exercisable and, similarly,
      upon exercise of the Option, the related SAR or portion thereof with
      respect to which such Option is exercised shall not be deemed surrendered
      and shall continue to be exercisable.

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      9.    Restricted Stock Awards. Restricted Stock Awards granted under the
Plan shall be subject to such terms and conditions, including, without
limitation, performance criteria, vesting, dividend deferral or dividend
reinvestment requirements, as the Committee may, in its discretion, determine
and set forth in the related Restricted Stock Award Agreements. The Committee,
in its discretion, may grant an Employee a Restricted Stock Award on a stand
alone basis or in tandem with an Option. Restricted Stock Awards shall be
granted in accordance with, and subject to, the provisions set forth below.

            9.1   Issuance of Shares. Each Restricted Stock Award shall be
      evidenced by a Restricted Stock Award Agreement which shall set forth the
      number of Shares issuable under the Restricted Stock Award. Subject to the
      restrictions in Section 9.3 of the Plan, and subject further to such other
      restrictions or conditions established by the Committee, in its
      discretion, and set forth in the related Restricted Stock Award Agreement
      (such as requiring the Employee to pay an amount equal to the aggregate
      par value of the Shares to be issued thereunder), the number of Shares
      granted under a Restricted Stock Award shall be issued in the recipient
      Employee's name on the date of grant of such Restricted Stock Award or as
      soon as reasonably practicable thereunder.

            9.2   Right of Recipient Employees. Shares received pursuant to
      Restricted Stock Awards shall be duly issued or transferred to the
      Employee, and a certificate or certificates for such Shares shall be
      issued in the Employee's name. Subject to the restrictions in Section 9.3
      of the Plan, and subject further to such other restrictions or conditions
      established by the Committee, in its discretion, and set forth in the
      related Restricted Stock Award Agreement, the Employee shall thereupon be
      a stockholder with respect to all the Shares represented by such
      certificate or certificates and shall have the rights of a stockholder
      with respect to such Shares, including the right to vote such Shares and
      to receive dividends and other distributions paid with respect to such
      Shares. In aid of the restrictions in Section 9.3 of the Plan and in the
      related Restricted Stock Award Agreement, the certificate or certificates
      for Shares awarded hereunder, together with a suitably executed stock
      power signed by such recipient Employee, shall be held by the Company in
      its control for the account of such Employee (i) until the restrictions in
      Section 9.3 of the Plan and in the related Restricted Stock Award
      Agreement lapse pursuant to the Plan and the Restricted Stock Award
      Agreement, at which time a certificate for the appropriate number of
      Shares (free of all restrictions imposed by the Plan or the Restricted
      Stock Award Agreement) shall be delivered to the Employee, or (ii) until
      such Shares are forfeited to the Company and canceled as provided by the
      Plan or the Restricted Stock Award Agreement.

            9.3   Restrictions. Except as otherwise determined by the Committee
      in its sole discretion, each Share issued pursuant to a Restricted Stock
      Award Agreement shall be subject, in addition to any other restrictions
      set forth in the related Restricted Stock Award Agreement, to the
      following restrictions until such restrictions have lapsed pursuant to
      Section 9.4 of the Plan:

                  (a)   Disposition. The Shares awarded to an Employee and held
            by the Company pursuant to Section 9.2 of the Plan, and the right to
            vote such Shares or receive dividends on such Shares, may not be
            sold, exchanged, transferred, pledged, hypothecated or otherwise
            disposed of; provided, however, that such Shares may be transferred
            upon the death of the Employee to the Employee's Successor. Any
            transfer or purported transfer of such Shares in violation of the

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            restrictions outlined in this Section 9.3 shall be null and void and
            shall result in the forfeiture of the Shares transferred or
            purportedly transferred to the Company without notice and without
            consideration.

                  (b)   Forfeiture. Subject to the provisions of Section 9.4,
            the Shares awarded to an Employee and held by the Company pursuant
            to Section 9.2 of the Plan shall be forfeited to the Company without
            notice and without consideration therefor immediately upon the
            termination of the Employee's employment with the Company and all
            Subsidiaries of the Company for any reason whatsoever.

            9.4   Lapse of Restrictions. The Committee, in its sole discretion,
      shall determine the circumstances upon which the restrictions set forth in
      Section 9.3 of the Plan on Shares issued under a Restricted Stock Award
      shall lapse on, and certificates for the Shares held for the account of
      the Employee in accordance with Section 9.2 of the Plan hereof shall be
      appropriately distributed to the Employee as soon as reasonably practical
      after, the lapse of such restrictions.

            9.5   Surrender of Options or Restricted Stock Granted in Tandem. If
      the Restricted Stock Award Agreement related to the grant of a Restricted
      Stock Award in tandem with an Option provides that the Option can only be
      exercised in lieu of the scheduled vesting for the Restricted Stock Award,
      then, upon vesting of the Shares subject to the Restricted Stock Award,
      the related Option or portion thereof with respect to which such
      Restricted Stock Award becomes vested shall be deemed surrendered and
      shall not thereafter be exercisable and, similarly, upon exercise of the
      Option, the Shares subject to the related Restricted Stock Award or
      portion thereof with respect to which such Option is exercised shall be
      deemed forfeited to the Company and shall be canceled as provided by the
      Plan or the Restricted Stock Award Agreement.

      10.   Stock Bonus Awards. Stock Bonus Awards may be granted under the Plan
with respect to Shares, and shall be granted, subject to the provisions of the
Plan, upon such terms and conditions as the Committee may determine in its
discretion. The Committee, in its discretion, may require the Employees to whom
Stock Bonus Awards are granted to pay the Company an amount equal to the
aggregate par value of the Shares to be issued to such Employees. Subject to the
Employee delivering in cash or by check the amounts, if any, required to be paid
pursuant to this Section 10 or pursuant to Section 21 of the Plan (relating to
taxes), a certificate or certificates for such Shares shall be issued in the
Employee's name as soon as reasonably practicable following the date of grant,
or if such payments are required, following the date of such payments. The
Company shall deliver such certificate or certificates to the Employee and the
Employee shall thereupon be a stockholder with respect to all Shares represented
by such certificate or certificates and shall have all the rights of a
stockholder with respect to such Shares.

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      11.   Performance Plan Awards.

            11.1  Performance Plan Awards. Performance Plan Awards may be
      granted under the Plan in such form as the Committee may from time to time
      approve. Performance Plan Awards may be granted alone, in addition to or
      in tandem with other Awards under the Plan. Subject to the terms of the
      Plan, including the terms of the Plan applicable to any underlying type of
      Award that is the subject of a Performance Plan Award (i.e., an Option, an
      Option granted in tandem with an SAR, a Restricted Stock Award, a
      Restricted Stock Award granted in tandem with an Option, an SAR or a Stock
      Bonus Award, as the case may be), the Committee shall determine the number
      of Performance Plan Awards to be granted to an Employee, the terms and
      conditions applicable to any particular Performance Plan Award made to an
      Employee and, in the case of a Performance Plan Award of units, the
      monetary amount represented by each such unit.

            11.2  Performance Goals and Performance Periods. A Performance Plan
      Award shall provide that in order for an Employee to vest, in whole or in
      part, in such Performance Plan Award the Company and/or the Employee must
      achieve certain individual and/or aggregate performance criteria
      ("Performance Goals") over a designated performance period, which period
      may be no less than twelve months subject to earlier termination by reason
      of death, disability or termination of employment, as determined by the
      Committee ("Performance Period"). The Performance Goals and Performance
      Period shall be established by the Committee, in its sole discretion. The
      Committee may also establish a schedule or schedules for any such
      Performance Period setting forth the portion of the Performance Plan Award
      which will be earned or forfeited based on the degree of achievement of
      the Performance Goals actually achieved or exceeded. In setting
      Performance Goals the Committee may use such measures as cumulative or
      non-cumulative return on equity, return on assets and operating income,
      earnings growth, revenue growth or such other individual and/or aggregate
      measure or measures of performance in such manner as it deems appropriate.
      During the Performance Period, the Committee, except as provided otherwise
      in the Award Agreement evidencing the Performance Plan Award, shall have
      the authority to adjust upward or downward the Performance Goals in such
      manner as it deems appropriate.

            11.3  Payments of Units. An employee who has been granted a
      Performance Plan Award of units shall be entitled to receive a payment
      with respect to such units in an amount equal to the number of units
      earned at the conclusion of the respective Performance Period times the
      dollar value of each unit. Payment in settlement of such unit shall be
      made in cash, in Shares, or in any combination thereof, as the Committee
      in its sole discretion shall determine, and shall be made as soon as
      practicable following the conclusion of the respective Performance Period
      and the calculation of the dollar value of such units.

      12.   Cash Payments for Taxes. The Committee may, in its sole discretion,
provide in an Award Agreement that the Company will make a cash payment to the
Employee covered thereby equal to the aggregate of the amount of federal, state
and local income taxes which such Employee would be required to pay to each such
taxing authority attributable to the realization of taxable income, if any, as a
result of the receipt of Shares pursuant to any Award (other than an Incentive
Stock Option) granted under the Plan. The Committee may, in its discretion
require the Employee to make an election to be taxed immediately under Section
83(b) of the Code as a

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<PAGE>

condition to receiving such payment. In computing the amount of such payment, it
shall be assumed that every Employee granted an Award under the Plan is subject
to tax by each taxing authority at the highest marginal tax rate in the
respective taxing jurisdiction of such Employee (provided that the highest
marginal tax rate for federal income tax purposes shall be determined under
Section 1 of the Code), taking into account the city and state in which such
Employee resides, but giving effect to the tax benefit, if any, which such
Employee may enjoy to the extent that any such tax is deductible in determining
the tax liability of any other taxing jurisdiction (disregarding the effects of
Code Section 68 in determining deductibility for federal income tax purposes).
Likewise, the Committee may, in its sole discretion, provide in an Award
Agreement that the Company will make a cash payment to the Employee covered
thereby equal to the amount of excise taxes (i.e., an "excise tax gross-up
payment") which such Employee would be required to pay pursuant to Section 4999
of the Code as a result of all or any part of such Employee's Award being
treated as an "excess parachute payment" within the meaning of Section 280G(b)
of the Code. In addition to the foregoing, the Committee may, in its discretion,
increase each cash payment due to an Employee hereunder, such that each Employee
who receives Shares and/or an excise tax gross-up payment pursuant to any Award
granted under this Plan shall receive such Shares and/or excise tax gross-up
payment net of all income and/or excise taxes imposed on such employee on
account of the receipt of such Shares and/or excise tax gross-up payment.

      13.   Date of Grant. The date of grant of an Award granted hereunder shall
be the date on which the Committee acts in granting the Award.

      14.   Exercise of Rights Under Options or SARs.

            14.1  Notice of Exercise. An Employee entitled to exercise an Option
      or a SAR shall do so by delivery of a written notice to that effect
      specifying the number of Shares with respect to which the Option or SAR is
      being exercised and any other relevant information the Committee may
      require. The notice shall be accompanied by payment in full of the
      purchase price of any Shares to be purchased, which payment may be made in
      cash or, with the Committee's approval (which in the case of Incentive
      Stock Options must be given at the time of grant), in Shares held by the
      Employee for at least six months and that are held free and clear of all
      liens and encumbrances valued at Fair Market Value at the time of exercise
      or a combination thereof. No Shares shall be issued upon exercise of an
      Option or a SAR until full payment has been made therefor. All notices or
      requests provided for herein shall be delivered to the Company' s
      Secretary, or such other person as the Committee may designate.

            14.2  Cashless Exercise Procedures. The Company, in its sole
      discretion, may establish procedures whereby an Employee, subject to the
      requirements of Rule 16b-3 , Regulation T, federal income tax laws, and
      other federal, state and local tax and securities laws, can exercise an
      Option or a portion thereof without making a direct payment of the
      exercise price to the Company; provided, however, that these cashless
      exercise procedures shall not apply to (a) Incentive Stock Options which
      are outstanding on the date the Company establishes such procedures unless
      the application of such procedures to such Options is permitted pursuant
      to the Code and the regulations thereunder without affecting the Options'
      qualification under Code Section 422 as Incentive Stock Options or (b) any
      Award to a participant where the utilization of the cashless exercise
      procedure would be deemed a violation of Section 13(k) of the Exchange
      Act. If the Company so elects to establish a cashless exercise program,
      the Company shall determine, in its sole

                                       11
<PAGE>

      discretion, and from time to time, such administrative procedures and
      policies as it deems appropriate and such procedures and policies shall be
      binding on any Employee wishing to utilize the cashless exercise program.

      15.   Award Terms and Conditions. Each Award or each Award Agreement shall
contain such other terms and conditions not inconsistent herewith as shall be
approved by the Committee.

      16.   Rights of Award Holder. The holder of an Award shall not have any of
the rights of a stockholder with respect to the Shares subject to purchase or
receipt under the Award, except that (a) an Award holder's rights with respect
to a Restricted Stock Award shall be as prescribed in Section 9.2 and (b)
stockholder rights with respect to any other Award shall arise at the time and
to the extent that one or more certificates for such Shares shall be delivered
to the holder upon the due exercise or grant of the Award.

      17.   Nontransferability of Awards. An Award shall not be transferable
other than: (a) by will or the laws of descent and distribution, and an Award
subject to exercise may be exercised, during the lifetime of the holder of the
Award, only by the holder or in the event of death, the holder's Successor, or
in the event of disability, the holder's personal representative, (b) as
otherwise permitted under Rule 16b-3 under the Exchange Act from time to time
and allowed by the Board, or (c) pursuant to a qualified domestic relations
order, as defined in the Code or ERISA or the rules thereunder; provided,
however, that an Incentive Stock Option may not be transferred pursuant to a
qualified domestic relations order unless such transfer is otherwise permitted
pursuant to the Code and the regulations thereunder without affecting the
Option's qualification under Code Section 422 as an Incentive Stock Option.

      18.   Changes in Stock. In the event of a stock dividend, stock split,
combination or exchange of shares, recapitalization, reclassification, merger,
consolidation, separation, reorganization, partial or complete liquidation or
similar events, or in the event of extraordinary cash or non-cash dividends
being declared with respect to the Shares, or other similar transaction having
the same effect of the foregoing, the number and kind of Shares at the time of
such change remaining subject to the Plan and to any Award granted or to be
granted pursuant to the Plan, the applicable purchase price and any other
relevant provisions may be appropriately adjusted by the Board of Directors of
the Company, whose determination shall be binding on all persons. No adjustment
provided for in this Section 18 shall require the Company to issue or sell a
fractional share under any Award hereunder and any fractional share resulting
from any such adjustment shall be deleted from the Award involved.

      Notwithstanding anything herein to the contrary, in the event of a "Change
in Control" as defined below, including certain consolidation or merger events
otherwise giving rise to the adjustments or alternatives described in the above
paragraph, the Committee may in its discretion, taking into account the purposes
of the Plan, determine that the Awards granted under the Plan shall terminate
upon the consummation of the consolidation or merger event or Change in Control,
provided that prior to the merger, consolidation or Change in Control, the
Employees shall be entitled to exercise any outstanding Award without regard to
vesting limitations and all restrictions with respect to outstanding Awards
shall lapse. As used herein, "Change in Control" means a Change in Control of a
nature that would, in the opinion of the Company counsel, be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under the Exchange Act; provided that, without limitation, such a Change in
Control shall be

                                       12
<PAGE>

deemed to have occurred if: (i) any "Person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act (other than the Company or any subsidiary of
the Company, any trustee or fiduciary holding securities under an employee
benefit plan of the Company or any of its subsidiaries or a corporation owned,
directly or indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of the stock of the Company)) becomes the
"beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing 25% or more of the
combined voting power of the Company's then outstanding securities; or (ii)
during any period of two consecutive years (not including any period prior to
the effective date of this Plan), individuals who at the beginning of such
period constitute the Board of Directors and any new director (other than a
director designated by a Person who has entered into an agreement with the
Company to effect a transaction described in clause (i), (iii), or (iv) of this
paragraph) whose election by the Board of Directors or nomination for election
by the Company's stockholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election was
previously so approved cease for any reason to constitute a majority thereof; or
(iii) the stockholders of the Company approve a merger or consolidation of the
Company with any other corporation, other than (A) 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), in combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Company, at least 75%
of the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation, or
(B) a merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person acquires 25% or more of the
combined voting power of the Company's then outstanding securities; or (iv) the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all the Company's assets.

      19.   Effective Date; Stockholder Approval; Term. The Plan was originally
adopted by the Board of Directors on January 24, 1996 and became effective as of
January 24, 1996 and was amended as of April 24, 2003. The Amended and Restated
Plan was adopted by the Board on December 9, 2003 and shall become effective as
of May 19, 2004 if approved by the requisite vote of the stockholders. No Award
hereunder shall be granted after January 23, 2006 or the earlier suspension or
termination of the Plan in accordance with its terms. The Plan shall terminate
on January 23, 2006 or on such earlier date as it may be suspended or terminated
under the provisions of Section 20 below or as of which all Shares subject to
Awards authorized to be granted under the Plan shall have been acquired.

      20.   Amendment or Discontinuance of the Plan. The Board of Directors of
the Company may, insofar as permitted by law, at any time or from time to time,
suspend or terminate the Plan or revise or amend it in any respect whatsoever
except that, without the appropriate approval of the stockholders of the common
stock, no such revision or amendment shall increase the maximum number of Shares
subject to the Plan, change the designation of the class of employees eligible
to receive options, decrease the price at which Options may be granted, increase
or decrease any option price after the date of grant, or otherwise change the
provisions of this Plan, to the extent approval of the holders of the common
stock of the Company is required under the applicable laws, rules and/or
regulations of the Exchange Act, the Code and/or the New York Stock Exchange.

                                       13
<PAGE>

      21.   Taxes.

            21.1  Right To Withhold Required Taxes. The Company shall have the
      right to require a person entitled to receive Shares pursuant to the
      receipt, vesting or exercise of an Award under the Plan to pay the Company
      the amount of any taxes which the Company is or will be required to
      withhold with respect to such Shares before the certificate for such
      Shares is delivered pursuant to the Award. Furthermore, the Company may
      elect to deduct such taxes from any other amounts then payable in cash or
      in shares or from any other amounts payable any time thereafter to the
      Employee. The Company shall also have the right to deduct from any cash
      payment payable to a person pursuant to an Award the amount of any taxes
      which the Company is required by law to withhold with respect to such cash
      payment. If the Employee disposes of Shares acquired pursuant to an
      Incentive Stock Option in any transaction considered to be a disqualifying
      disposition under Sections 421 and 422 of the Code, the Employee shall
      notify the Company of such transfer and the Company shall have the right
      to deduct any taxes required by law to be withheld from any amounts
      otherwise payable then or at any time thereafter to the Employee.

            21.2  Employee Election to Withhold Shares. Subject to Committee
      approval (which in the case of Incentive Stock Options must be given at
      the time of grant), an Employee may elect to satisfy the tax liability
      with respect to the exercise of an Option by having the Company withhold
      Shares otherwise issuable upon exercise of the Option; provided, however,
      that if an Employee is subject to Section 16(b) of the Exchange Act at the
      time the Option is exercised, such election must satisfy the requirements
      of Rule 16b-3.

      22.   Applicable Laws or Regulations and Notification of Disposition. The
Company's obligation to sell and deliver Shares under an Award is subject to
such compliance as the Company deems necessary or advisable with federal and
state laws, rules and regulations applying to the authorization, issuance,
listing or sale of securities. The Company may also require in connection with
any exercise of an Incentive Stock Option that the Employee agree to notify the
Company when making any disposition of the Shares, whether by sale, gift, or
otherwise, within two years of the date of grant or within one year of the date
of exercise.

      23.   No Employment Right; No Obligation to Exercise Option. Nothing
contained in the Plan, or in any Award granted under it, shall confer upon any
participant any right to continued employment by the Company or any of its
subsidiaries or to continued membership on the Board of Directors of the Company
or limit in any way the right of the Company or any subsidiary to terminate the
Employee's employment at any time.

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