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                                                                   EXHIBIT 10.49

                       FIDELITY NATIONAL TITLE GROUP, INC.
                           2005 OMNIBUS INCENTIVE PLAN


















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Contents

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                                                                                                        PAGE

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Article 1.  Establishment, Objectives, and Duration..................................................     1

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

Article 3.  Administration...........................................................................     6

Article 4.  Shares Subject to the Plan; Individual Limits; and Anti-Dilution Adjustments.............     7

Article 5.  Eligibility and Participation............................................................     9

Article 6.  Options..................................................................................    10

Article 7.  Stock Appreciation Rights................................................................    11

Article 8.  Restricted Stock.........................................................................    13

Article 9.  Restricted Stock Units and Performance Shares............................................    14

Article 10. Performance Units........................................................................    16

Article 11. Other Awards.............................................................................    17

Article 12. Replacement Awards.......................................................................    17

Article 13. Performance Measures.....................................................................    17

Article 14. Beneficiary Designation..................................................................    18

Article 15. Deferrals................................................................................    18

Article 16. Rights of Participants...................................................................    19

Article 17. Change in Control........................................................................    19

Article 18. Additional Forfeiture Provisions.........................................................    19

Article 19. Amendment, Modification, and Termination.................................................    20

Article 20. Withholding..............................................................................    21
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FNT 2005 Omnibus Incentive Plan (v2)

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                       FIDELITY NATIONAL TITLE GROUP, INC.
                           2005 OMNIBUS INCENTIVE PLAN

ARTICLE 1. ESTABLISHMENT, OBJECTIVES, AND DURATION

      1.1.  ESTABLISHMENT OF THE PLAN. Fidelity National Title Group, Inc., a
Delaware corporation (hereinafter referred to as the "Company"), hereby
establishes an incentive compensation plan to be known as the "Fidelity National
Title Group, Inc. 2005 Omnibus Incentive Plan" (hereinafter referred to as the
"Plan"). The Plan permits the granting of Nonqualified Stock Options, Incentive
Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, Performance Shares, Performance Units and Other Awards.

      The Plan shall become effective as of September 26, 2005 (the "Effective
Date"), subject to the approval of the Plan by the stockholders of the Company.

      1.2.  OBJECTIVES OF THE PLAN. The objectives of the Plan are to optimize
the profitability and growth of the Company through incentives that are
consistent with the Company's goals and that link the personal interests of
Participants to those of the Company's stockholders.

      The Plan is further intended to provide flexibility to the Company in its
ability to motivate, attract, and retain the services of Participants who make
or are expected to make significant contributions to the Company's success and
to allow Participants to share in the success of the Company.

      1.3.  DURATION OF THE PLAN. No Award may be granted under the Plan after
the day immediately preceding the tenth anniversary of the Effective Date, or
such earlier date as the Board shall determine. The Plan will remain in effect
with respect to outstanding Awards until no Awards remain outstanding.

ARTICLE 2. DEFINITIONS

      The following terms, when capitalized, shall have the meanings set forth
below:

      2.1.  "AWARD" means, individually or collectively, Nonqualified Stock
Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units, Performance Shares, Performance Units, and Other Awards
granted under the Plan.

      2.2.  "AWARD AGREEMENT" means an agreement entered into by the Company and
a Participant setting forth the terms and provisions applicable to an Award.

      2.3.  "BENEFICIAL OWNERSHIP" shall have the meaning ascribed to such term
in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

FNT 2005 Omnibus Incentive Plan (v2)

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

      2.5.  "CHANGE IN CONTROL" means that the conditions set forth in any one
of the following subsections shall have been satisfied:

            (a)   an acquisition immediately after which any Person possesses
                  direct or indirect Beneficial Ownership of 25% or more of
                  either the then outstanding shares of Company common stock
                  (the "Outstanding Company Common Stock") or the combined
                  voting power of the then outstanding voting securities of the
                  Company entitled to vote generally in the election of
                  directors (the "Outstanding Company Voting Securities");
                  provided that, immediately after such acquisition, the
                  acquirer's Beneficial Ownership of the Outstanding Company
                  Common Stock or the Outstanding Company Voting Securities, as
                  the case may be, exceeds FNF's; provided further that the
                  following acquisitions shall be excluded: (i) any acquisition
                  directly from the Company, other than an acquisition by virtue
                  of the exercise of a conversion privilege unless the security
                  being so converted was itself acquired directly from the
                  Company, (ii) any acquisition by the Company or by FNF, (iii)
                  any acquisition by any employee benefit plan (or related
                  trust) sponsored or maintained by the Company, a Parent or a
                  Subsidiary, or (iv) any acquisition pursuant to a transaction
                  that complies with paragraphs (i), (ii) and (iii) of
                  subsection (c) of this Section 2.5; or

            (b)   during any period of two consecutive years, the individuals
                  who, as of the beginning of such period, constitute the Board
                  (such Board shall be hereinafter referred to as the "Incumbent
                  Board") cease for any reason to constitute at least a majority
                  of the Board; provided that for purposes of this Section 2.5,
                  any individual who becomes a member of the Board subsequent to
                  the beginning of such period and whose election, or nomination
                  for election by the Company's shareholders, was approved by a
                  vote of at least two-thirds of those individuals who are
                  members of the Board and who were also members of the
                  Incumbent Board (or deemed to be such pursuant to this
                  proviso) shall be considered as though such individual were a
                  member of the Incumbent Board; provided, further, that any
                  such individual whose initial assumption of office occurs as a
                  result of either an actual or threatened election contest or
                  other actual or threatened solicitation of proxies or consents
                  by or on behalf of a Person other than the Board shall not be
                  so considered as a member of the Incumbent Board; or

            (c)   consummation of a reorganization, merger, share exchange,
                  consolidation or sale or other disposition of all or
                  substantially all of the assets of the Company ("Corporate
                  Transaction"); excluding, however, such a Corporate
                  Transaction pursuant to which:

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                  (i)   all or substantially all of the individuals and entities
                        who have Beneficial Ownership, respectively, of the
                        Outstanding Company Common Stock and Outstanding Company
                        Voting Securities immediately prior to such Corporate
                        Transaction will have Beneficial Ownership, directly or
                        indirectly, of more than 50% of, respectively, the
                        outstanding shares of common stock and the combined
                        voting power of the then outstanding voting securities
                        entitled to vote generally in the election of directors,
                        as the case may be, of the corporation resulting from
                        such Corporate Transaction (including, without
                        limitation, the Company or a corporation that as a
                        result of such transaction owns the Company or all or
                        substantially all of the Company's assets either
                        directly or through one or more subsidiaries) (the
                        "Resulting Corporation") in substantially the same
                        proportions as their ownership, immediately prior to
                        such Corporate Transaction, of the Outstanding Company
                        Common Stock and Outstanding Company Voting Securities,
                        as the case may be;

                  (ii)  no Person (other than (1) the Company, (2) the parent
                        organization of the Company or Resulting Corporation,
                        (3) an employee benefit plan (or related trust)
                        sponsored or maintained by the Company or Resulting
                        Corporation, or (4) any entity controlled by the Company
                        or Resulting Corporation) will have Beneficial
                        Ownership, directly or indirectly, of 25% or more of,
                        respectively, the outstanding shares of common stock of
                        the Resulting Corporation or the combined voting power
                        of the outstanding voting securities of the Resulting
                        Corporation entitled to vote generally in the election
                        of directors, except to the extent that such ownership
                        existed prior to the Corporate Transaction; and

                  (iii) individuals who were members of the Incumbent Board will
                        continue to constitute at least a majority of the
                        members of the board of directors of the Resulting
                        Corporation; or

            (d)   the approval by the stockholders of the Company of a complete
                  liquidation or dissolution of the Company.

Notwithstanding anything to the contrary in the foregoing definition, neither an
initial public offering of the Company's common stock nor the distribution of
the Company's common stock held by FNF to FNF's stockholders (the
"Distribution") shall constitute a Change in Control for purposes of this Plan.
In addition, as long as FNF owns more than 50% of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, a change in control of FNF shall
also be considered a Change in Control

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under the Plan. For this purpose, whether a change in control of FNF has
occurred shall be determined in the same manner as described above with respect
to the Company, except that if the change in control is the result of an
acquisition of FNF's outstanding common stock or outstanding voting securities,
Beneficial Ownership of more than 50% of FNF's outstanding common stock or
outstanding voting securities must be acquired before a Change in Control will
be deemed to have occurred under the Plan.

      2.6.  "CODE" means the Internal Revenue Code of 1986, as amended from time
to time.

      2.7.  "COMMITTEE" means the Committee, as specified in Section 3.1,
appointed by the Board to administer the Plan.

      2.8.  "COMPANY" means Fidelity National Title Group, Inc., a Delaware
corporation, and any successor thereto.

      2.9.  "CONSULTANT" means any consultant or advisor to the Company, a
Parent or a Subsidiary.

      2.10. "DIRECTOR" means any individual who is a member of the Board of
Directors of the Company, a Parent or a Subsidiary.

      2.11. "DIVIDEND EQUIVALENT" means, with respect to Shares subject to an
Award, a right to be paid an amount equal to the dividends declared and paid on
an equal number of outstanding Shares.

      2.12. "EFFECTIVE DATE" shall have the meaning ascribed to such term in
Section 1.1 hereof.

      2.13. "EMPLOYEE" means any employee of the Company, a Parent or a
Subsidiary.

      2.14. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time.

      2.15. "EXERCISE PRICE" means the price at which a Share may be purchased
by a Participant pursuant to an Option.

      2.16. "FAIR MARKET VALUE" means the fair market value of a Share as
determined in good faith by the Committee or pursuant to a procedure specified
in good faith by the Committee; provided, however, that if the Committee has not
specified otherwise, Fair Market Value shall mean the closing price of a Share
as reported in a consolidated transaction reporting system on the date of
valuation, or, if there was no such sale on the relevant date, then on the last
previous day on which a sale was reported.

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      2.17. "FNF" means Fidelity National Financial, Inc., a Delaware
corporation, and any successor thereto.

      2.18. "FREESTANDING SAR" means an SAR that is granted independently of any
Options, as described in Article 7 herein.

      2.19. "INCENTIVE STOCK OPTION" or "ISO" means an Option that is intended
to meet the requirements of Code Section 422.

      2.20. "NONQUALIFIED STOCK OPTION" or "NQSO" means an Option that is not
intended to meet the requirements of Code Section 422.

      2.21. "OPTION" means an Incentive Stock Option or a Nonqualified Stock
Option granted under the Plan, as described in Article 6 herein.

      2.22. "OTHER AWARD" means a cash, Share-based or Share-related Award
(other than an Award described in Article 6, 7, 8, 9 or 10 of the Plan) that is
granted pursuant to Article 11 herein.

      2.23. "PARENT" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company 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. Notwithstanding the foregoing, for purposes of
determining whether any individual may be a Participant for purposes of any
grant of Incentive Stock Options, "Parent" shall have the meaning ascribed to
such term in Code Section 424(e).

      2.24. "PARTICIPANT" means a current or former Employee, Director or
Consultant who has rights relating to an outstanding Award.

      2.25. "PERFORMANCE-BASED EXCEPTION" means the performance-based exception
from the tax deductibility limitations of Code Section 162(m).

      2.26. "PERFORMANCE PERIOD" means the period during which a performance
measure must be met.

      2.27. "PERFORMANCE SHARE" means an Award granted to a Participant, as
described in Article 9 herein.

      2.28. "PERFORMANCE UNIT" means an Award granted to a Participant, as
described in Article 10 herein.

      2.29. "PERIOD OF RESTRICTION" means the period Restricted Stock or
Restricted Stock Units are subject to a substantial risk of forfeiture and are
not transferable, as provided in Articles 8 and 9 herein.

      2.30. "PERSON" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof.

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      2.31. "REPLACEMENT AWARDS" means Awards issued in substitution of awards
granted under equity-based incentive plans sponsored or maintained by an entity
with which the Company engages in a merger, acquisition or other business
transaction, pursuant to which awards relating to interests in such entity (or a
related entity) are outstanding immediately prior to such merger, acquisition or
other business transaction. For all purposes hereunder, Replacement Awards shall
be deemed Awards.

      2.32. "RESTRICTED STOCK" means an Award granted to a Participant, as
described in Article 8 herein.

      2.33. "RESTRICTED STOCK UNIT" means an Award granted to a Participant, as
described in Article 9 herein.

      2.34. "SHARE" means a share of Class A common stock of the Company, par
value $0.0001 per share, subject to adjustment pursuant to Section 4.3 hereof.

      2.35. "STOCK APPRECIATION RIGHT" or "SAR" means an Award granted to a
Participant, either alone or in connection with a related Option, as described
in Article 7 herein.

      2.36. "SUBSIDIARY" means any corporation in which the Company owns,
directly or indirectly, at least fifty percent (50%) of the total combined
voting power of all classes of stock, or any other entity (including, but not
limited to, partnerships and joint ventures) in which the Company owns, directly
or indirectly, at least fifty percent (50%) of the combined equity thereof.
Notwithstanding the foregoing, for purposes of determining whether any
individual may be a Participant for purposes of any grant of Incentive Stock
Options, "Subsidiary" shall have the meaning ascribed to such term in Code
Section 424(f).

      2.37. "TANDEM SAR" means an SAR that is granted in connection with a
related Option, as described in Article 7 herein.

ARTICLE 3. ADMINISTRATION

      3.1.  THE COMMITTEE. The Plan shall be administered by the Compensation
Committee of the Board or such other committee (the "Committee") as the Board
shall select consisting solely of two or more members of the Board. The members
of the Committee shall be appointed from time to time by, and shall serve at the
discretion of, the Board. Notwithstanding the foregoing, until such time as the
Board appoints the Committee, the Compensation Committee of FNF's Board of
Directors shall serve as the Committee.

      3.2.  AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Certificate of Incorporation or Bylaws of the Company, and subject to the
provisions herein, the Committee shall have full power to select the Employees,
Directors and Consultants who shall participate in the Plan; determine the sizes
and types of Awards; determine the terms and conditions of Awards in a manner
consistent with the Plan; construe and interpret the Plan and any Award
Agreement or other agreement or

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instrument entered into in connection with the Plan; establish, amend, or waive
rules and regulations for the Plan's administration; and, subject to the
provisions of Section 19.3 herein, amend the terms and conditions of any
outstanding Award and Award Agreement. Further, the Committee shall make all
other determinations that may be necessary or advisable for the administration
of the Plan. As permitted by law, the Committee may delegate its authority as
identified herein.

      3.3.  DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders and
resolutions of the Board shall be final, conclusive and binding on all persons,
including the Company, its Subsidiaries, its stockholders, Directors, Employees,
Consultants and their estates and beneficiaries and any transferee of an Award.

ARTICLE 4. SHARES SUBJECT TO THE PLAN; INDIVIDUAL LIMITS; AND ANTI-DILUTION
           ADJUSTMENTS

      4.1.  NUMBER OF SHARES AVAILABLE FOR GRANTS.

            (a)   Subject to adjustment as provided in Section 4.3 herein, the
                  maximum number of Shares that may be delivered pursuant to
                  Awards under the Plan shall be 8,000,000, provided that:

                  (i)   Shares that are potentially deliverable under an Award
                        that is canceled, forfeited, settled in cash, expires or
                        is otherwise terminated without delivery of such Shares
                        shall not be counted as having been delivered under the
                        Plan.

                  (ii)  Shares that are held back, tendered or returned to cover
                        the Exercise Price or tax withholding obligations with
                        respect to an Award shall not be counted as having been
                        delivered under the Plan.

                  (iii) Shares that have been issued in connection with an Award
                        of Restricted Stock that is canceled or forfeited prior
                        to vesting or settled in cash, causing the Shares to be
                        returned to the Company, shall not be counted as having
                        been delivered under the Plan.

                  Notwithstanding the foregoing, if Shares are returned to the
                  Company in satisfaction of taxes relating to Restricted Stock,
                  in connection with a cash out of Restricted Stock (but
                  excluding upon forfeiture of Restricted Stock) or in
                  connection with the tendering of Shares by a Participant in
                  satisfaction of the Exercise Price or taxes relating to an
                  Award, such issued Shares shall not become available again
                  under the Plan if (x) the transaction resulting in the return
                  of Shares occurs more than ten years after the date the Plan
                  is approved by stockholders in a manner that constitutes
                  stockholder approval for purposes of the New York Stock
                  Exchange

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                  listing standards or (y) such event would constitute a
                  "material revision" of the Plan subject to stockholder
                  approval under then applicable rules of the New York Stock
                  Exchange.

                  Shares delivered pursuant to the Plan may be authorized but
                  unissued Shares, treasury Shares or Shares purchased on the
                  open market.

            (b)   Subject to adjustment as provided in Section 4.3 herein,
                  8,000,000 Shares may be delivered in connection with "full
                  value Awards," meaning Awards other than Options, SARs, or
                  Other Awards for which the Participant pays the grant date
                  intrinsic value directly or by forgoing a right to receive a
                  cash payment from the Company; provided, however, that
                  full-value Awards in excess of the number specified in the
                  above limit may be granted and Shares delivered in settlement
                  thereof if the aggregate number of Shares that remain
                  available for Awards other than full-value Awards is reduced
                  by 3 Shares for each excess Share delivered.

            (c)   Notwithstanding the foregoing, for purposes of determining the
                  number of Shares available for grant as Incentive Stock
                  Options, only Shares that are subject to an Award that expires
                  or is cancelled, forfeited or settled in cash shall be treated
                  as not having been issued under the Plan.

      4.2.  INDIVIDUAL LIMITS. Subject to adjustment as provided in Section 4.3
herein, the following rules shall apply with respect to Awards and any related
dividends or Dividend Equivalents intended to qualify for the Performance-Based
Exception:

            (a)   OPTIONS: The maximum aggregate number of Shares with respect
                  to which Options may be granted in any one fiscal year to any
                  one Participant shall be 4,000,000 Shares.

            (b)   SARS: The maximum aggregate number of Shares with respect to
                  which Stock Appreciation Rights may be granted in any one
                  fiscal year to any one Participant shall be 4,000,000 Shares.

            (c)   RESTRICTED STOCK: The maximum aggregate number of Shares of
                  Restricted Stock that may be granted in any one fiscal year to
                  any one Participant shall be 2,000,000 Shares.

            (d)   RESTRICTED STOCK UNITS: The maximum aggregate number of Shares
                  with respect to which Restricted Stock Units may be granted in
                  any one fiscal year to any one Participant shall be 2,000,000
                  Shares.

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            (e)   PERFORMANCE SHARES: The maximum aggregate number of Shares
                  with respect to which Performance Shares may be granted in any
                  one fiscal year to any one Participant shall be 2,000,000
                  Shares.

            (f)   PERFORMANCE UNITS: The maximum aggregate compensation that can
                  be paid pursuant to Performance Units awarded in any one
                  fiscal year to any one Participant shall be $25,000,000 or a
                  number of Shares having an aggregate Fair Market Value not in
                  excess of such amount.

            (g)   OTHER AWARDS: The maximum aggregate compensation that can be
                  paid pursuant to Other Awards awarded in any one fiscal year
                  to any one Participant shall be $25,000,000 or a number of
                  Shares having an aggregate Fair Market Value not in excess of
                  such amount.

            (h)   DIVIDENDS AND DIVIDEND EQUIVALENTS: The maximum dividend or
                  Dividend Equivalent that may be paid in any one fiscal year to
                  any one Participant shall be $2,000,000.

      4.3.  ADJUSTMENTS IN AUTHORIZED SHARES AND AWARDS. In the event of any
merger, reorganization, consolidation, recapitalization, liquidation, stock
dividend, split-up, spin-off, stock split, reverse stock split, share
combination, share exchange, extraordinary dividend, or any change in the
corporate structure affecting the Shares, such adjustment shall be made in the
number and kind of Shares that may be delivered under the Plan as set forth in
Section 4.1(a) and (b), the individual limits set forth in Section 4.2, and,
with respect to outstanding Awards, the number and kind of Shares subject to
outstanding Awards, the Exercise Price, grant price or other price of Shares
subject to outstanding Awards, any performance conditions relating to Shares,
the market price of Shares, or per-Share results, and other terms and conditions
of outstanding Awards, as may be determined to be appropriate and equitable by
the Committee, in its sole discretion, to prevent dilution or enlargement of
rights; provided, however, that, unless otherwise determined by the Committee,
the number of Shares subject to any Award shall always be rounded down to a
whole number.

ARTICLE 5. ELIGIBILITY AND PARTICIPATION

      5.1.  ELIGIBILITY. Persons eligible to participate in the Plan include all
Employees, Directors and Consultants.

      5.2.  ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees, Directors
and Consultants, those to whom Awards shall be granted and shall determine the
nature and amount of each Award.

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ARTICLE 6. OPTIONS

      6.1.  GRANT OF OPTIONS. Subject to the terms and provisions of the Plan,
Options may be granted to Participants in such amounts, upon such terms, and at
such times as the Committee shall determine.

      6.2.  AWARD AGREEMENT. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Exercise Price, the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as the
Committee shall determine. The Award Agreement also shall specify whether the
Option is intended to be an ISO or an NQSO. Options that are intended to be ISOs
shall be subject to the limitations set forth in Code Section 422.

      6.3.  EXERCISE PRICE. The Exercise Price for each grant of an Option under
the Plan shall be at least equal to one hundred percent (100%) of the Fair
Market Value of a Share on the date the Option is granted; provided, however,
that this restriction shall not apply to Replacement Awards or Awards that are
adjusted pursuant to Section 4.3 herein. No ISO granted to a Participant who, at
the time the ISO is granted, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any Parent or
Subsidiary shall have an Exercise Price that is less than one hundred ten
percent (110%) of the Fair Market Value of a Share on the date the ISO is
granted.

      6.4.  DURATION OF OPTIONS. Each Option granted to a Participant shall
expire at such time as the Committee shall determine at the time of grant;
provided, however, that no Option shall be exercisable later than the tenth
(10th) anniversary date of its grant. No ISO granted to a Participant who, at
the time the ISO is granted, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any Parent or
Subsidiary shall be exercisable later than the fifth (5th) anniversary of the
date of its grant.

      6.5.  EXERCISE OF OPTIONS. Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and conditions as
set forth in the Award Agreement and as the Committee shall in each instance
approve, which need not be the same for each grant or for each Participant.

      6.6.  PAYMENT. Options granted under this Article 6 shall be exercised by
the delivery of a written notice of exercise to the Company, setting forth the
number of Shares with respect to which the Option is to be exercised and
specifying the method of payment of the Exercise Price.

      The Exercise Price of an Option shall be payable to the Company in full:
(a) in cash or its equivalent, (b) by tendering Shares or directing the Company
to withhold Shares from the Option having an aggregate Fair Market Value at the
time of exercise equal to the Exercise Price, (c) by broker-assisted cashless
exercise, (d) in any other manner then permitted by the Committee, or (e) by a
combination of any of the permitted methods of payment. The Committee may limit
any method of payment, other

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than that specified under (a), for administrative convenience, to comply with
applicable law, or for any other reason.

      6.7.  RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option
granted under this Article 6 as it may deem advisable, including, without
limitation, restrictions under applicable federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares.

      6.8.  DIVIDEND EQUIVALENTS. At the discretion of the Committee, an Award
of Options may provide the Participant with the right to receive Dividend
Equivalents, which may be paid currently or credited to an account for the
Participant, and may be settled in cash and/or Shares, as determined by the
Committee in its sole discretion, subject in each case to such terms and
conditions as the Committee shall establish.

      6.9.  TERMINATION OF EMPLOYMENT OR SERVICE. Each Participant's Option
Award Agreement shall set forth the extent to which the Participant shall have
the right to exercise the Option following termination of the Participant's
employment or, if the Participant is a Director or Consultant, service with the
Company, a Parent and/or a Subsidiary, as the case may be. Such provisions shall
be determined in the sole discretion of the Committee, need not be uniform among
all Options, and may reflect distinctions based on the reasons for termination
of employment or service.

      6.10. NONTRANSFERABILITY OF OPTIONS.

            (a)   INCENTIVE STOCK OPTIONS. ISOs may not be sold, transferred,
                  pledged, assigned, or otherwise alienated or hypothecated,
                  other than by will or by the laws of descent and distribution,
                  and shall be exercisable during a Participant's lifetime only
                  by such Participant.

            (b)   NONQUALIFIED STOCK OPTIONS. Except as otherwise determined by
                  the Committee, NQSOs may not be sold, transferred, pledged,
                  assigned, or otherwise alienated or hypothecated, other than
                  by will or by the laws of descent and distribution, and shall
                  be exercisable during a Participant's lifetime only by such
                  Participant.

ARTICLE 7. STOCK APPRECIATION RIGHTS

      7.1.  GRANT OF SARS. Subject to the terms and provisions of the Plan, SARs
may be granted to Participants in such amounts, upon such terms, and at such
times as the Committee shall determine. The Committee may grant Freestanding
SARs, Tandem SARs, or any combination of these forms of SAR.

      The Committee shall have complete discretion in determining the number of
SARs granted to each Participant (subject to Article 4 herein) and, consistent
with the provisions of the Plan, in determining the terms and conditions
pertaining to such SARs.

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      The grant price of a Freestanding SAR shall at least equal to the Fair
Market Value of a Share on the date of grant of the SAR, and the grant price of
a Tandem SAR shall equal the Exercise Price of the related Option; provided,
however, that this restriction shall not apply to Replacement Awards or Awards
that are adjusted pursuant to Section 4.3 herein.

      7.2.  EXERCISE OF TANDEM SARS. A Tandem SAR may be exercised only with
respect to the Shares for which its related Option is then exercisable. To the
extent exercisable, Tandem SARs may be exercised for all or part of the Shares
subject to the related Option. The exercise of all or part of a Tandem SAR shall
result in the forfeiture of the right to purchase a number of Shares under the
related Option equal to the number of Shares with respect to which the SAR is
exercised. Conversely, upon exercise of all or part of an Option with respect to
which a Tandem SAR has been granted, an equivalent portion of the Tandem SAR
shall similarly be forfeited.

      Notwithstanding any other provision of the Plan to the contrary, with
respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR
will expire no later than the expiration of the underlying ISO; (ii) the value
of the payout with respect to the Tandem SAR may be for no more than one hundred
percent (100%) of the difference between the Exercise Price of the underlying
ISO and the Fair Market Value of the Shares subject to the underlying ISO at the
time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only
when the Fair Market Value of the Shares subject to the ISO exceeds the Exercise
Price of the ISO.

      7.3.  EXERCISE OF FREESTANDING SARS. Freestanding SARs may be exercised
upon whatever terms and conditions the Committee, in its sole discretion,
imposes upon them and sets forth in the Award Agreement.

      7.4.  AWARD AGREEMENT. Each SAR grant shall be evidenced by an Award
Agreement that shall specify the grant price, the term of the SAR, and such
other provisions as the Committee shall determine.

      7.5.  TERM OF SARS. The term of an SAR granted under the Plan shall be
determined by the Committee, in its sole discretion; provided, however, that
such term shall not exceed ten (10) years.

      7.6.  PAYMENT OF SAR AMOUNT. Upon exercise of an SAR, a Participant shall
be entitled to receive payment from the Company in an amount determined by
multiplying:

            (a)   the difference between the Fair Market Value of a Share on the
                  date of exercise over the grant price; by

            (b)   the number of Shares with respect to which the SAR is
                  exercised.

      At the discretion of the Committee, the payment upon SAR exercise may be
in cash, in Shares of equivalent value, or in some combination thereof.

                                       12
<PAGE>

      7.7.  DIVIDEND EQUIVALENTS. At the discretion of the Committee, an Award
of SARs may provide the Participant with the right to receive Dividend
Equivalents, which may be paid currently or credited to an account for the
Participant, and may be settled in cash and/or Shares, as determined by the
Committee in its sole discretion, subject in each case to such terms and
conditions as the Committee shall establish.

      7.8.  TERMINATION OF EMPLOYMENT OR SERVICE. Each SAR Award Agreement shall
set forth the extent to which the Participant shall have the right to exercise
the SAR following termination of the Participant's employment or, if the
Participant is a Director or Consultant, service with the Company, a Parent
and/or a Subsidiary, as the case may be. Such provisions shall be determined in
the sole discretion of the Committee, need not be uniform among all SARs, and
may reflect distinctions based on the reasons for termination of employment or
service.

      7.9.  NONTRANSFERABILITY OF SARS. Except as otherwise determined by the
Committee, SARs may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution, and shall be exercisable during a Participant's lifetime only by
such Participant.

ARTICLE 8. RESTRICTED STOCK

      8.1.  GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of
the Plan, Restricted Stock may be granted to Participants in such amounts, upon
such terms, and at such times as the Committee shall determine.

      8.2.  AWARD AGREEMENT. Each Restricted Stock grant shall be evidenced by
an Award Agreement that shall specify the Period(s) of Restriction and, if
applicable, Performance Period(s), the number of Shares of Restricted Stock
granted, and such other provisions as the Committee shall determine.

      8.3.  OTHER RESTRICTIONS. The Committee shall impose such other conditions
and/or restrictions on any Shares of Restricted Stock granted pursuant to the
Plan as it may deem advisable including, without limitation, a requirement that
Participants pay a stipulated purchase price for each Share of Restricted Stock,
a requirement that the issuance of Shares of Restricted Stock be delayed,
restrictions based upon the achievement of specific performance goals,
time-based restrictions on vesting following the attainment of the performance
goals, time-based restrictions, and/or restrictions under applicable laws or
under the requirements of any stock exchange or market upon which such Shares
are listed or traded, or holding requirements or sale restrictions placed on the
Shares by the Company upon vesting of such Restricted Stock. The Company may
retain in its custody any certificate evidencing the Shares of Restricted Stock
and place thereon a legend and institute stop-transfer orders on such Shares,
and the Participant shall be obligated to sign any stock power requested by the
Company relating to the Shares to give effect to the forfeiture provisions of
the Restricted Stock.

                                       13
<PAGE>

      8.4.  REMOVAL OF RESTRICTIONS. Subject to applicable laws, Restricted
Stock shall become freely transferable by the Participant after the last day of
the Period of Restriction applicable thereto. Once Restricted Stock is released
from the restrictions, the Participant shall be entitled to receive a
certificate evidencing the Shares.

      8.5.  VOTING RIGHTS. Unless otherwise determined by the Committee and set
forth in a Participant's Award Agreement, to the extent permitted or required by
law, as determined by the Committee, Participants holding Shares of Restricted
Stock granted hereunder may exercise full voting rights with respect to those
Shares during the Period of Restriction.

      8.6.  DIVIDENDS AND OTHER DISTRIBUTIONS. Except as otherwise provided in a
Participant's Award Agreement, during the Period of Restriction, Participants
holding Shares of Restricted Stock shall receive all regular cash dividends paid
with respect to all Shares while they are so held, and, except as otherwise
determined by the Committee, all other distributions paid with respect to such
Restricted Stock shall be credited to Participants subject to the same
restrictions on transferability and forfeitability as the Restricted Stock with
respect to which they were paid and paid at such time following full vesting as
are paid the Shares of Restricted Stock with respect to which such distributions
were made.

      8.7.  TERMINATION OF EMPLOYMENT OR SERVICE. Each Award Agreement shall set
forth the extent to which the Participant shall have the right to retain
unvested Restricted Stock following termination of the Participant's employment
or, if the Participant is a Director or Consultant, service with the Company, a
Parent and/or a Subsidiary, as the case may be. Such provisions shall be
determined in the sole discretion of the Committee, need not be uniform among
all Awards of Restricted Stock, and may reflect distinctions based on the
reasons for termination of employment or service.

      8.8.  NONTRANSFERABILITY OF RESTRICTED STOCK. Except as otherwise
determined by the Committee, during the applicable Period of Restriction, a
Participant's Restricted Stock and rights relating thereto shall be available
during the Participant's lifetime only to such Participant, and such Restricted
Stock and related rights may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated other than by will or by the laws of descent
and distribution.

ARTICLE 9. RESTRICTED STOCK UNITS AND PERFORMANCE SHARES

      9.1.  GRANT OF RESTRICTED STOCK UNITS/PERFORMANCE SHARES. Subject to the
terms and provisions of the Plan, Restricted Stock Units and Performance Shares
may be granted to Participants in such amounts, upon such terms, and at such
times as the Committee shall determine.

      9.2.  AWARD AGREEMENT. Each grant of Restricted Stock Units or Performance
Shares shall be evidenced by an Award Agreement that shall specify the
applicable Period(s) of Restriction and/or Performance Period(s) (as the case
may be), the number

                                       14
<PAGE>

of Restricted Stock Units or Performance Shares granted, and such other
provisions as the Committee shall determine. The initial value of a Restricted
Stock Unit or Performance Share shall be at least equal to the Fair Market Value
of a Share on the date of grant; provided, however, that this restriction shall
not apply to Replacement Awards or Awards that are adjusted pursuant to Section
4.3 herein.

      9.3.  FORM AND TIMING OF PAYMENT. Except as otherwise provided in Article
17 herein or a Participant's Award Agreement, payment of Restricted Stock Units
or Performance Shares shall be made at a specified settlement date that shall
not be earlier than the last day of the Period of Restriction or Performance
Period, as the case may be. The Committee, in its sole discretion, may pay
earned Restricted Stock Units and Performance Shares by delivery of Shares or by
payment in cash of an amount equal to the Fair Market Value of such Shares (or a
combination thereof). The Committee may provide that settlement of Restricted
Stock Units or Performance Shares shall be deferred, on a mandatory basis or at
the election of the Participant.

      9.4.  VOTING RIGHTS. A Participant shall have no voting rights with
respect to any Restricted Stock Units or Performance Shares granted hereunder;
provided, however, that the Committee may deposit Shares potentially deliverable
in connection with Restricted Stock Units or Performance Shares in a rabbi
trust, in which case the Committee may provide for pass through voting rights
with respect to such deposited Shares.

      9.5.  DIVIDEND EQUIVALENTS. At the discretion of the Committee, an Award
of Restricted Stock Units or Performance Shares may provide the Participant with
the right to receive Dividend Equivalents, which may be paid currently or
credited to an account for the Participant, and may be settled in cash and/or
Shares, as determined by the Committee in its sole discretion, subject in each
case to such terms and conditions as the Committee shall establish.

      9.6.  TERMINATION OF EMPLOYMENT OR SERVICE. Each Award Agreement shall set
forth the extent to which the Participant shall have the right to receive a
payout respecting an Award of Restricted Stock Units or Performance Shares
following termination of the Participant's employment or, if the Participant is
a Director or Consultant, service with the Company, a Parent and/or a
Subsidiary, as the case may be. Such provisions shall be determined in the sole
discretion of the Committee, need not be uniform among all Restricted Stock
Units or Performance Shares, and may reflect distinctions based on the reasons
for termination of employment or service.

      9.7.  NONTRANSFERABILITY. Except as otherwise determined by the Committee,
Restricted Stock Units and Performance Shares and rights relating thereto may
not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.

                                       15
<PAGE>

ARTICLE 10. PERFORMANCE UNITS

      10.1. GRANT OF PERFORMANCE UNITS. Subject to the terms and conditions of
the Plan, Performance Units may be granted to Participants in such amounts, upon
such terms, and at such times as the Committee shall determine.

      10.2. AWARD AGREEMENT. Each grant of Performance Units shall be evidenced
by an Award Agreement that shall specify the number of Performance Units
granted, the Performance Period(s), the performance goals and such other
provisions as the Committee shall determine.

      10.3. VALUE OF PERFORMANCE UNITS. The Committee shall set performance
goals in its discretion that, depending on the extent to which they are met,
will determine the number and/or value of Performance Units that will be paid
out to the Participants.

      10.4. FORM AND TIMING OF PAYMENT. Except as otherwise provided in Article
17 herein or a Participant's Award Agreement, payment of earned Performance
Units shall be made following the close of the applicable Performance Period.
The Committee, in its sole discretion, may pay earned Performance Units in cash
or in Shares that have an aggregate Fair Market Value equal to the value of the
earned Performance Units (or a combination thereof). The Committee may provide
that settlement of Performance Units shall be deferred, on a mandatory basis or
at the election of the Participant.

      10.5. DIVIDEND EQUIVALENTS. At the discretion of the Committee, an Award
of Performance Units may provide the Participant with the right to receive
Dividend Equivalents, which may be paid currently or credited to an account for
the Participant, and may be settled in cash and/or Shares, as determined by the
Committee in its sole discretion, subject in each case to such terms and
conditions as the Committee shall establish.

      10.6. TERMINATION OF EMPLOYMENT OR SERVICE. Each Award Agreement shall set
forth the extent to which the Participant shall have the right to receive a
payout respecting an Award of Performance Units following termination of the
Participant's employment or, if the Participant is a Director or Consultant,
service with the Company, a Parent and/or a Subsidiary, as the case may be. Such
provisions shall be determined in the sole discretion of the Committee, need not
be uniform among all Performance Units and may reflect distinctions based on
reasons for termination of employment or service.

      10.7. NONTRANSFERABILITY. Except as otherwise determined by the Committee,
Performance Units and rights relating thereto may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution.

                                       16
<PAGE>

ARTICLE 11. OTHER AWARDS

      11.1. GRANT OF OTHER AWARDS. Subject to the terms and conditions of the
Plan, Other Awards may be granted to Participants in such amounts, upon such
terms, and at such times as the Committee shall determine. Types of Other Awards
that may be granted pursuant to this Article 11 include, without limitation, the
payment of cash or Shares based on attainment of performance goals established
by the Committee, the payment of Shares as a bonus or in lieu of cash based on
attainment of performance goals established by the Committee, and the payment of
Shares in lieu of cash under other Company incentive or bonus programs

      11.2. PAYMENT OF OTHER AWARDS. Payment under or settlement of any such
Awards shall be made in such manner and at such times as the Committee may
determine.

      11.3. TERMINATION OF EMPLOYMENT OR SERVICE. The Committee shall determine
the extent to which the Participant shall have the right to receive Other Awards
following termination of the Participant's employment or, if the Participant is
a Director or Consultant, service with the Company, a Parent and/or a
Subsidiary, as the case may be. Such provisions shall be determined in the sole
discretion of the Committee, may be included in an agreement entered into with
each Participant, but need not be uniform among all Other Awards, and may
reflect distinctions based on the reasons for termination of employment or
service.

      11.4. NONTRANSFERABILITY. Except as otherwise determined by the Committee,
Other Awards and rights relating thereto may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution.

ARTICLE 12. REPLACEMENT AWARDS

      Each Replacement Award shall have substantially the same terms and
conditions (as determined by the Committee) as the award it replaces; provided,
however, that the number of Shares subject to Replacement Awards, the Exercise
Price, grant price or other price of Shares subject to Replacement Awards, any
performance conditions relating to Shares underlying Replacement Awards, or the
market price of Shares underlying Replacement Awards or per-Share results may
differ from the awards they replace to the extent such differences are
determined to be appropriate and equitable by the Committee, in its sole
discretion.

ARTICLE 13. PERFORMANCE MEASURES

      The Committee may specify that the attainment of one or more of the
performance measures set forth in this Article 13 shall determine the degree of
granting, vesting and/or payout with respect to Awards (including any related
dividends or Dividend Equivalents) that the Committee intends will qualify for
the Performance-Based Exception. The performance goals to be used for such
Awards shall be chosen from among the following performance measure(s): earnings
per share, economic value

                                       17
<PAGE>

created, market share (actual or targeted growth), net income (before or after
taxes), operating income, adjusted net income after capital charge, return on
assets (actual or targeted growth), return on capital (actual or targeted
growth), return on equity (actual or targeted growth), return on investment
(actual or targeted growth), revenue (actual or targeted growth), cash flow,
operating margin, share price, share price growth, total stockholder return, and
strategic business criteria consisting of one or more objectives based on
meeting specified market penetration goals, productivity measures, geographic
business expansion goals, cost targets, customer satisfaction or employee
satisfaction goals, goals relating to merger synergies, management of employment
practices and employee benefits, or supervision of litigation and information
technology, and goals relating to acquisitions or divestitures of Subsidiaries
and/or other affiliates or joint ventures. The targeted level or levels of
performance with respect to such performance measures may be established at such
levels and on such terms as the Committee may determine, in its discretion,
including in absolute terms, as a goal relative to performance in prior periods,
or as a goal compared to the performance of one or more comparable companies or
an index covering multiple companies. Awards (including any related dividends or
Dividend Equivalents) that are not intended to qualify for the Performance-Based
Exception may be based on these or such other performance measures as the
Committee may determine.

      Achievement of performance goals in respect of Awards intended to qualify
under the Performance-Based Exception shall be measured over a Performance
Period, and the goals shall be established not later than ninety (90) days after
the beginning of the Performance Period or, if less than (90) days, the number
of days that is equal to twenty-five percent (25%) of the relevant Performance
Period applicable to the Award. The Committee shall have the discretion to
adjust the determinations of the degree of attainment of the pre-established
performance goals; provided, however, that Awards that are designed to qualify
for the Performance-Based Exception may not be adjusted upward (the Committee
may, in its discretion, adjust such Awards downward).

ARTICLE 14. BENEFICIARY DESIGNATION

      Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she receives any or all of such benefit. Each such designation shall
revoke all prior designations by the same Participant, shall be in a form
prescribed by the Committee, and will be effective only when filed by the
Participant in writing during the Participant's lifetime with the Committee. In
the absence of any such designation, benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate.

ARTICLE 15. DEFERRALS

      If permitted by the Committee, a Participant may defer receipt of amounts
that would otherwise be provided to such Participant with respect to an Award,
including Shares deliverable upon exercise of an Option or SAR or upon payout of
any other Award. If permitted, such deferral (and the required deferral
election) shall be made in

                                       18
<PAGE>

accordance with, and shall be subject to, the terms and conditions of the
applicable nonqualified deferred compensation plan, agreement or arrangement
under which such deferral is made and such other terms and conditions as the
Committee may prescribe.

ARTICLE 16. RIGHTS OF PARTICIPANTS

      16.1. CONTINUED SERVICE. Nothing in the Plan shall:

            (a)   interfere with or limit in any way the right of the Company, a
                  Parent or a Subsidiary to terminate any Participant's
                  employment or service at any time,

            (b)   confer upon any Participant any right to continue in the
                  employ or service of the Company, a Parent or a Subsidiary,
                  nor

            (c)   confer on any Director any right to continue to serve on the
                  Board of Directors of the Company, a Parent or a Subsidiary.

      16.2. PARTICIPATION. No Employee, Director or Consultant shall have the
right to be selected to receive an Award under the Plan, or, having been so
selected, to be selected to receive future Awards.

ARTICLE 17. CHANGE IN CONTROL

      Except as otherwise provided in a Participant's Award Agreement, upon the
occurrence of a Change in Control, unless otherwise specifically prohibited
under applicable laws, or by the rules and regulations of any governing
governmental agencies or national securities exchanges:

            (a)   any and all outstanding Options and SARs granted hereunder
                  shall become immediately exercisable; provided, however, that
                  the Committee instead may instead provide that such Awards
                  shall be automatically cashed out upon a Change in Control;

            (b)   any Period of Restriction or other restriction imposed on
                  Restricted Stock, Restricted Stock Units and Other Awards
                  shall lapse; and

            (c)   any and all Performance Shares, Performance Units and other
                  Awards (if performance-based) shall be deemed earned at the
                  target level (or if no target level is specified, the maximum
                  level) with respect to all open Performance Periods.

ARTICLE 18. ADDITIONAL FORFEITURE PROVISIONS

      The Committee may condition a Participant's right to receive a grant of an
Award, to vest in the Award, to exercise the Award, to retain cash, Shares,
other Awards, or other property acquired in connection with the Award, or to
retain the profit or gain realized by the Participant in connection with the
Award, including cash or other

                                       19
<PAGE>

proceeds received upon sale of Shares acquired in connection with an Award, upon
compliance by the Participant with specified conditions relating to
non-competition, confidentiality of information relating to or possessed by the
Company, non-solicitation of customers, suppliers, and employees of the Company,
cooperation in litigation, non-disparagement of the Company and its officers,
directors and affiliates, and other restrictions upon or covenants of the
Participant, including during specified periods following termination of
employment with or service for the Company, a Parent and/or a Subsidiary.

ARTICLE 19. AMENDMENT, MODIFICATION, AND TERMINATION

      19.1. AMENDMENT, MODIFICATION, AND TERMINATION. The Board may at any time
and from time to time, alter, amend, suspend or terminate the Plan in whole or
in part; provided, however, that no amendment that requires stockholder approval
in order for the Plan to continue to comply with the New York Stock Exchange
listing standards or any rule promulgated by the United States Securities and
Exchange Commission or any securities exchange on which the securities of the
Company are listed shall be effective unless such amendment shall be approved by
the requisite vote of stockholders of the Company entitled to vote thereon
within the time period required under such applicable listing standard or rule.

      19.2. ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4.3 hereof) affecting the Company or the financial statements of the
Company or of changes in applicable laws, regulations, or accounting principles,
whenever the Committee determines that such adjustments are appropriate in order
to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan. With respect to any Awards
intended to comply with the Performance-Based Exception, any such exception
shall be specified at such times and in such manner as will not cause such
Awards to fail to qualify under the Performance-Based Exception.

      19.3. AWARDS PREVIOUSLY GRANTED. No termination, amendment or modification
of the Plan or of any Award shall adversely affect in any material way any Award
previously granted under the Plan without the written consent of the Participant
holding such Award, unless such termination, modification or amendment is
required by applicable law and except as otherwise provided herein.

      19.4. COMPLIANCE WITH THE PERFORMANCE-BASED EXCEPTION. If it is intended
that an Award (and/or any dividends or Dividend Equivalents relating to such
Award) comply with the requirements of the Performance-Based Exception, the
Committee may apply any restrictions it deems appropriate such that the Awards
(and/or dividends or Dividend Equivalents) maintain eligibility for the
Performance-Based Exception. If changes are made to Code Section 162(m) or
regulations promulgated thereunder to permit greater flexibility with respect to
any Award or Awards available under the Plan,

                                       20
<PAGE>

the Committee may, subject to this Article 19, make any adjustments to the Plan
and/or Award Agreements it deems appropriate.

ARTICLE 20. WITHHOLDING

      20.1. TAX WITHHOLDING. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, local, domestic or foreign taxes required
by law or regulation to be withheld with respect to any taxable event arising as
a result of the Plan.

      20.2. USE OF SHARES TO SATISFY WITHHOLDING OBLIGATION. With respect to
withholding required upon the exercise of Options or SARs, upon the vesting or
settlement of Restricted Stock, Restricted Stock Units, Performance Shares or
Performance Units, or upon any other taxable event arising as a result of Awards
granted hereunder, the Committee may require or may permit Participants to elect
that the withholding requirement be satisfied, in whole or in part, by having
the Company withhold, or by tendering to the Company, Shares having a Fair
Market Value equal to the minimum statutory withholding (based on minimum
statutory withholding rates for federal and state tax purposes, including
payroll taxes) that could be imposed on the transaction and, in any case in
which it would not result in additional accounting expense to the Company, taxes
in excess of the minimum statutory withholding amounts. Any such elections by a
Participant shall be irrevocable, made in writing and signed by the Participant.

ARTICLE 21. INDEMNIFICATION

      Each person who is or shall have been a member of the Committee, or of the
Board, shall be indemnified and held harmless by the Company to the fullest
extent permitted by Delaware law against and from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit, or proceeding to
which he or she may be a party or in which he or she may be involved by reason
of any action taken or failure to act under the Plan and against and from any
and all amounts paid by him or her in settlement thereof, with the Company's
approval, or paid by him or her in satisfaction of any judgment in any such
action, suit, or proceeding against him or her, provided he or she shall give
the Company an opportunity, at its own expense, to handle and defend the same
before he or she undertakes to handle and defend it on his or her own behalf.
The foregoing right of indemnification is subject to the person having been
successful in the legal proceedings or having acted in good faith and what is
reasonably believed to be a lawful manner in the Company's best interests. The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Company's
Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any
power that the Company may have to indemnify them or hold them harmless.

                                       21
<PAGE>

ARTICLE 22. SUCCESSORS

      All obligations of the Company under the Plan and with respect to Awards
shall be binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation,
or other event, or a sale or disposition of all or substantially all of the
business and/or assets of the Company.

ARTICLE 23. LEGAL CONSTRUCTION

      23.1. GENDER, NUMBER AND REFERENCES. Except where otherwise indicated by
the context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural. Any
reference in the Plan to an act or code or to any section thereof or rule or
regulation thereunder shall be deemed to refer to such act, code, section, rule
or regulation, as may be amended from time to time, or to any successor act,
code, section, rule or regulation.

      23.2. SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

      23.3. REQUIREMENTS OF LAW. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

      23.4. GOVERNING LAW. To the extent not preempted by federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the State of Florida, without giving effect to conflicts or
choice of law principles.

      23.5. NON-EXCLUSIVE PLAN. Neither the adoption of the Plan by the Board
nor its submission to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board or a committee
thereof to adopt such other incentive arrangements as it may deem desirable,
including other incentive arrangements and awards that do or do not qualify
under the Performance-Based Exception.

      23.6. CODE SECTION 409A COMPLIANCE. To the extent applicable, it is
intended that this Plan and any Awards granted under the Plan comply with the
requirements of Code Section 409A and any related regulations or other guidance
promulgated with respect to such Section by the U.S. Department of the Treasury
or the Internal Revenue Service (collectively "Section 409A"). Any provision
that would cause the Plan or any Award granted under the Plan to fail to satisfy
Section 409A shall have no force or effect until amended to comply with Section
409A, which amendment may be retroactive to the extent permitted by Section
409A.

                                       22