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Exhibit 10(a)(2)

                              UTILICORP UNITED INC.
                              AMENDED AND RESTATED
                            1986 STOCK INCENTIVE PLAN

                                  (MAY 5, 1999)

1.       PURPOSE

         The UtiliCorp United Inc. Amended and Restated 1986 Stock Incentive
Plan is designed to enable qualified executive, managerial, supervisory and
professional personnel of UtiliCorp United Inc. to acquire or increase their
ownership of the $1.00 par value common stock of the Company on reasonable
terms. The opportunity so provided is intended to foster, in participants, a
strong incentive to put forth maximum effort for the continued success and
growth of the Company and its Subsidiaries, to aid in retaining individuals who
put forth such efforts, and to assist in attracting the best available
individuals in the future.

2.       DEFINITIONS

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

         2.1 "Award" shall mean an Option or a Restricted Stock Award.

         2.2 "Board" means the Board of Directors of UtiliCorp United Inc.

         2.3 "Committee" means the members of the Board's Compensation
Committee, which shall consist solely of two or more directors who are both (a)
"non-employee directors" under Rule 16b-3(b)(3) promulgated under Section 16 of
the Exchange Act, or any successor provision thereto and (b) "outside directors"
under Section 162(m) of the Code.

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

         2.5 "Company" means UtiliCorp United Inc., a Delaware corporation.

         2.6 "Fair Market Value" means, with respect to the Company's Shares,
the mean between the high and low prices of Shares on the New York Stock
Exchange Composite Tape on, as applicable: (a) the day on which an Award is
granted; (b) the day all restrictions lapse for a Restricted Stock Award; or (c)
the day Shares are delivered in lieu of current cash compensation as permitted
by the Plan or, if there should be no sale on that date, on the next preceding
day on which there was a sale.

         2.7 "Grantee" means a person to whom an Award is made.

         2.8 "Incentive Stock Option" or "ISO" means an Option awarded under the
Plan which meets the terms and conditions established by Section 422 of the Code
and applicable regulations.


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         2.9 "Non-Qualified Stock Option" or "NQSO" means an Option awarded
under the Plan other than an ISO.

         2.10 "Option" means the right to purchase a number of Shares, at a
price, for a term, under conditions, and for cash or other considerations fixed
by the Committee and expressed in the written instrument evidencing the Option.
An Option may be either an ISO or NQSO.

         2.11 "Plan" means the Company's Amended and Restated 1986 Stock
Incentive Plan.

         2.12 "Restricted Stock Award" means the grant of a right to receive a
number of Shares at a time or times fixed by the Committee in accordance with
the Plan and subject to such limitations and restrictions as the Plan and the
Committee impose, all as expressed in the written instrument evidencing the
Restricted Stock Award.

         2.13 "Right of First Refusal" means the right of the Company to be
given the opportunity to purchase Shares issued pursuant to Awards under the
Plan at their then Fair Market Value, in the event the holder of such Shares
desires to sell the Shares to any other person. This right may apply to any
Shares awarded under the Plan under terms and conditions established by the
Committee at the time of Award and included in the written instrument evidencing
the Award, and shall apply to sales by the Grantee or the Grantee's guardian,
legal representative, joint tenant, tenant in common, heir or successors.

         2.14 "Shares" means shares of the Company's $1.00 par value common
stock or, if by reason of the adjustment provisions hereof any rights under an
Award under the Plan pertain to any other security, such other security.

         2.15 "Subsidiary" means any business, whether or not incorporated, in
which the Company, at the time an Award is granted to an employee thereof, or in
other cases, at the time of reference, owns directly or indirectly not less than
50 percent of the equity interest except that with respect to an ISO the term
"Subsidiary" shall have the meaning set forth in Section 425(f) of the Code.

         2.16 "Successor" means the legal representative of the estate of a
deceased Grantee or the person or persons who shall acquire the right to
exercise an Option, or to receive Shares issuable in satisfaction of a
Restricted Stock Award, by bequest, inheritance or permitted transfer as
provided in accordance with Section 8 hereof, or by reason of the death of the
Grantee, as provided in accordance with Section 9 hereof.

         2.17 "Term" means the period during which a particular Option may be
exercised or the period during which the restrictions placed on a Restricted
Stock Award are in effect.

3.       ADMINISTRATION OF THE PLAN

         3.1 The Plan shall be administered by the Committee.


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         3.2 Subject to the provisions of the Plan, the Committee shall have the
sole authority to determine:

                  (i) the employees of the Company and its Subsidiaries to whom
                  Awards shall be granted;

                  (ii) the number of Shares to be covered by each Award;

                  (iii) the price to be paid for the Shares upon the exercise of
                  each Option;

                  (iv) the Term within which each Option may be exercised;

                  (v) the terms and conditions of each Option, which may include
                  provisions for payment of the option price in Shares at the
                  Fair Market Value of such Shares on the day of their delivery
                  for such purpose;

                  (vi) the restrictions on transfer and forfeiture conditions
                  with respect to the Award; and

                  (vii) any other terms and conditions of the Award.

         3.3 The Committee may construe and interpret the Plan, reconcile
inconsistencies thereunder and supply omissions therefrom. Any decision or
action taken by the Committee in the exercise of such powers or otherwise,
arising out of or in connection with the construction, administration,
interpretation and effect of the Plan and of its rules and regulations shall be
conclusive and binding upon all Grantees, and any other person claiming under or
through any Grantee.

         3.4 The Committee shall designate one of its members as Chairman. It
shall hold its meetings at such times and places as may be determined. All
determinations of the Committee shall be made by a majority of its members at
the time in office. Any determination reduced to writing and signed by a
majority of the members of the Committee at the time in office shall be fully as
effective as if it had been made at a meeting duly called and held. The
Committee may appoint a Secretary, who need not be a member of the Committee,
and may establish and amend such rules and regulations for the conduct of its
business and the administration of the Plan as it shall deem advisable.

         3.5 No member of the Committee shall be liable, in the absence of bad
faith, for any act or omission with respect to his service on the Committee.
Service on the Committee is hereby specifically declared to constitute service
as a Director of the Company, to the end that the members of the Committee
shall, in respect of their acts and omissions as such, be entitled to the
limitation of liability, indemnification and reimbursement as Directors of the
Company pursuant to its Certificate of Incorporation, Bylaws and to the benefits
of any insurance policy maintained by the Company providing coverage with
respect to acts or omission of Directors of the Company.


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         3.6 The Committee shall regularly inform the Board as to its actions
under the Plan in such manner, at such times, and in such form as the Board may
request.

         3.7 Notwithstanding the foregoing, in the event the Committee shall not
exist at any time during the term of this Plan, the Plan shall be
administered by the Board of Directors.


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4.       ELIGIBILITY

         Awards may be made under the Plan only to the class of employees of the
Company or of a Subsidiary, including officers, consisting of those employees
who have executive, managerial, supervisory or professional responsibilities
("Eligible Employees"). A Director who is not an employee shall not be eligible
to receive an Award. Awards may be made to Eligible Employees whether or not
they have received prior Awards under the Plan or under any other plan, and
whether or not they are participants in other benefit plans of the Company.

5.       SHARES SUBJECT TO PLAN

         2,149,479 Shares are hereby reserved for issuance in connection with
Awards under the Plan and the issuance of Shares pursuant to Section 19, below.
The Shares so used may be Shares held in the treasury, however acquired, or
Shares which are authorized but unissued. Any Shares subject to Options which
lapse unexercised, and any Shares forming part of a Restricted Stock Award which
do not vest in the Grantee, shall once again be available for grant of Awards.

6.       GRANTING OF OPTIONS

         6.1 Subject to the terms of the Plan, the Committee may from time to
time grant Options to Eligible Employees.

         6.2 Pursuant to the Code and applicable regulations, the aggregate Fair
Market Value (determined at the time the Option is granted) of Shares as to
which ISOs are exercisable for the first time by a Grantee during any calendar
year (under all Plans of the Grantee's employer corporation and its parent and
subsidiary corporations) shall not exceed $100,000. No ISO shall be granted to a
Grantee who, at the time the ISO is granted, owns (within the meaning of Section
422(b)(6) of the Code) stock possessing more than 10 percent of the total
combined voting power of all classes of stock of the Grantee's employer
corporation or of its parent or subsidiary corporation unless, at the time the
ISO is granted, the Option price is at least 110 percent of the Fair Market
Value of the stock subject to the ISO, and the ISO by its terms is not
exercisable after the expiration of five years from the date the ISO is granted.

         6.3 The purchase price of each Share subject to an Option shall be
fixed by the Committee, but shall not be less than the greater of the par value
of the Share or 100 percent of the Fair Market Value of the Share on the date
the Option is granted, except as otherwise provided in Section 6.2 with respect
to a 10 percent stockholder.

         6.4 Each Option shall expire and all rights to purchase Shares
thereunder shall terminate on the date fixed by the Committee and expressed in
the written instrument evidencing the Option, which date in the case of ISOs
shall not be after the expiration of ten years from the date the Option is
granted, except as otherwise provided in Section 6.2 with respect to a 10
percent stockholder.

         6.5 Subject to the terms of the Plan each Option shall become
exercisable at the time, and for the number of Shares, fixed by the Committee
and expressed in the written instrument


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evidencing the Option; provided, however, that during any fiscal year of the
Company, no Grantee shall be granted Options covering more than 150,000 Shares.
Except to the extent otherwise provided in or pursuant to Sections 9 and 10, no
Option shall become exercisable as to any Shares prior to the first anniversary
of the date on which the Option was granted.

         6.6 Subject to the terms of the Plan, the Committee may at the time of
the Award make all or any portion of Option Shares subject to a Right of First
Refusal for any period of time designated by the Committee in the written
instrument evidencing the Awards.

7.       RESTRICTED STOCK AWARDS

         7.1 Subject to the terms of the Plan, the Committee may also grant
Eligible Employees Restricted Stock Awards.

         7.2 The number of Shares covered thereby and other terms and conditions
of any such Restricted Stock Award, including the period for which and the
conditions on which the Shares included in the Award will be subject to
forfeiture and restrictions on transfer or on the ability of the Grantee to make
elections with respect to the taxation of the Award without the consent of the
Committee, shall be determined by the Committee and expressed in the written
instrument evidencing the Award; provided, however, that during any fiscal year
of the Company, no Grantee shall receive Restricted Stock Awards covering more
than 150,000 Shares. Except as provided in or pursuant to Sections 9 and 10, no
such restrictions shall lapse earlier than the first, or later than the tenth,
anniversary of the date on which the Award was granted.

         7.3 Subject to the terms of the Plan, the Committee may at the time of
the Award make all or portion of the Shares awarded under a Restricted Stock
Award subject to a Right of First Refusal for any period of time designated by
the Committee and expressed in the written instrument evidencing the Award.

         7.4 The Committee, in its sole discretion, may impose performance
restrictions on Restricted Stock Awards as it may deem advisable or appropriate
in accordance with this Section 7.4.

                  7.4.1 The Committee may set restrictions based upon (a) the
                  achievement of specific performance objectives (Company-wide,
                  divisional or individual), (b) applicable Federal or state
                  securities laws, or (c) any other basis determined by the
                  Committee in its sole discretion.

                  7.4.2 For purposes of qualifying Restricted Stock Awards as
                  "performance-based compensation" under Section 162(m) of the
                  Code, the Committee, in its sole discretion, may set
                  restrictions based upon the achievement of performance goals.
                  The performance goals shall be set by the Committee on or
                  before the latest date permissible to enable the Restricted
                  Stock Awards to qualify as "performance-based compensation"
                  under Section 162(m) of the Code. In granting Restricted Stock
                  Awards that are intended to qualify under Code Section


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                  162(m), the Committee shall follow any procedures determined
                  by it in its sole discretion from time to time to be
                  necessary, advisable or appropriate to ensure qualification of
                  the Restricted Stock Awards under Code Section 162(m) (e.g.,
                  in determining the performance goals).

8.       NON-TRANSFERABILITY OF RIGHTS

         Except for certain transfers of Non-Qualified Stock Options to family
members, trusts and charities, or pursuant to domestic relations orders, which
the Committee in its sole discretion may permit, no Option and no rights under
any Restricted Stock Award shall be transferable by the Grantee otherwise than
by will or the laws of descent and distribution, and, except for permitted
transferees, each Option may be exercised during the lifetime of the Grantee
only by him.

9.       DEATH OR TERMINATION OF EMPLOYMENT

         9.1 Subject to the provisions of the Plan, the Committee may make and
include in the written instrument evidencing an Option such provisions
concerning exercise or lapse of the Option on death or termination of employment
as it shall in its discretion determine.

         9.2 No ISO shall be exercisable after the date which is three months
following the Grantee's termination of employment for any reason other than
death or disability, unless (a) the Grantee dies during such three-month period,
and (b) the written instrument evidencing the Award or the Committee permits
later exercise. No ISO may be exercised more than one year after the Grantee's
termination of employment on account of disability, unless (a) the Grantee dies
during such one-year period and (b) the written instrument evidencing the Award
or the Committee permits later exercise.

         9.3 The effect of death or termination of employment on Shares issuable
or deliverable pursuant to any Restricted Stock Awards shall be as stated in the
written instrument evidencing the Award.

         9.4 A transfer of employment between the Company and a Subsidiary, or
between Subsidiaries, shall not constitute a termination of employment for
purposes of the Award and the Plan.

10.      PROVISIONS RELATING TO TERMINATION OF THE COMPANY'S SEPARATE EXISTENCE

         The Committee may provide that in the event of a Change in Control, any
or all Options granted under the Plan shall be immediately exercisable in full
and the restrictions relating to any or all Restricted Stock Awards made under
the Plan shall immediately lapse.

         A "Change in Control" shall be deemed to have occurred if the event set
forth in any one of the following paragraphs shall have occurred:


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                  (1) any Person is or becomes the Beneficial Owner, directly or
                      indirectly, of securities of the Company (not including in
                      the securities beneficially owned by such Person any
                      securities acquired directly from the Company or its
                      affiliates, other than in connection with the acquisition
                      by the Company or its affiliates of a business)
                      representing 20% or more of either the then outstanding
                      shares of common stock of the Company or the combined
                      voting power of the Company's then outstanding securities;
                      or

                  (2) the following individuals cease for any reason to
                      constitute at least two-thirds (2/3) of the number of
                      directors then serving: individuals who, on August 4,
                      1998, constituted the Board and any new director (other
                      than a director whose initial assumption of office is in
                      connection with an actual or threatened election contest,
                      including but not limited to a consent solicitation,
                      relating to the election of directors of the Company (as
                      such terms are used in Rule 14A-11 of Regulation 14A under
                      the Exchange Act)) whose appointment or election by the
                      Board or nomination of election by the Company's
                      shareholders was approved by a vote of at least two-thirds
                      (2/3) of the directors then still in office who either
                      were directors on August 4, 1998, or whose appointment,
                      election or nomination for election was previously
                      approved; or

                  (3) the execution of an agreement in which the Company agrees
                      to merge or consolidate with any other entity, other than
                      (i) a merger or consolidation which would result in (A)
                      the voting securities of the Company outstanding
                      immediately prior to such merger or consolidation
                      continuing to represent (either by remaining outstanding
                      or by being converted into voting securities of the
                      surviving entity or any parent thereof), in combination
                      with the ownership of any trustee or other fiduciary
                      holding securities under an employee benefit plan of the
                      Company, greater than 50% of the combined voting power of
                      the voting securities of the Company or such surviving
                      entity or any parent thereof outstanding immediately after
                      such merger or consolidation, (B) such of Richard C.
                      Green, Jr. and Robert K. Green continuing as members of
                      the board of directors of the surviving entity or ultimate
                      parent thereof as were members of the Board of the Company
                      immediately prior to such transaction, and (C) individuals
                      described in paragraph (2) above constitute more than
                      one-half of the members of the board of directors of the
                      surviving entity or ultimate parent thereof, or (ii) a
                      merger or consolidation effected to implement a
                      recapitalization of the Company (or similar transaction)
                      in which no Person is or becomes the Beneficial Owner,
                      directly or indirectly, of securities of the Company (not
                      including in the securities Beneficially Owned by such
                      Person any securities acquired directly from the Company
                      or its affiliates, other than in connection with the
                      acquisition by the Company or its affiliates of a
                      business) representing 20% or more of either the then
                      outstanding shares of common


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                      stock of the Company or the combined voting power of the
                      Company's then outstanding securities; or

                  (4) the stockholders of the Company approve a plan of complete
                      liquidation or dissolution of the Company or an agreement
                      for the sale or disposition by the Company of all or
                      substantially all of the Company's assets, other than a
                      sale or disposition by the Company of all or substantially
                      all of the Company's assets to an entity, greater than 50%
                      of the combined voting power of the voting securities of
                      which is owned by Persons in substantially the same
                      proportions as their ownership of the Company immediately
                      prior to such sale.

         Notwithstanding the foregoing, no "Change in Control" shall be deemed
to have occurred if there is consummated any transaction or series of integrated
transactions immediately following which the record holders of the common stock
of the Company immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an entity
which owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions.

         For purposes of this Section 10, the following definitions shall apply:

         (a)      "Beneficial Owner" shall have the meaning set forth in Rule
                  13d-3 under the Exchange Act.

         (b)      "Exchange Act" shall mean the Securities Exchange Act of 1934,
                  as amended.

         (c)      "Person" shall have the meaning given in Section 3(a)(9) of
                  the Exchange Act, as modified and used in Sections 13(d) and
                  14(d) thereof, except that such term shall not include (i) the
                  Company or any of its affiliates (as defined in Rule 12b-2
                  promulgated under the Exchange Act), (ii) a trustee or other
                  fiduciary holding securities under an employee benefit plan of
                  the Company or any of its affiliates, (iii) an underwriter
                  temporarily holding securities pursuant to an offering of such
                  securities, or (iv) a corporation owned, directly or
                  indirectly, by the shareholders of the Company in
                  substantially the same proportions as their ownership of stock
                  of the Company.

         The Committee may amend any existing Option or Restricted Stock Award
to reflect this provision, provided, however, that should the Company determine
that shareholder or regulatory approval of this provision is required and such
shareholder or regulatory approval is not obtained by December 31, 1999, any
such amendment shall be null and void.

11.      WRITINGS EVIDENCING AWARDS

         Each Award granted under the Plan shall be evidenced by a writing which
may, but need not be, in the form of an agreement to be signed by the Grantee.
The writing shall set forth the nature and size of the Award, its Term, the
other terms and conditions thereof, and such other matters as the Committee
directs. Acceptance of any benefits of an Award by the Grantee shall


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be an assent to the terms and conditions set forth therein, whether or not the
writing is in the form of an agreement signed by the Grantee.

12.      EXERCISE OF RIGHTS UNDER AWARDS

         12.1 A person entitled to exercise an Option may do so only by delivery
of a written notice to that effect specifying the number of Shares with respect
to which the Option is being exercised and any other information which the
Committee has previously prescribed and of which such person has been notified.

         12.2 Such a notice shall be accompanied by payment in full of the
purchase price of any Shares to be purchased thereunder, with such payment being
made in cash or Shares having a Fair Market Value on the date of exercise of the
Option equal to the purchase price payable under the Option, or a combination of
cash and Shares, and no Shares shall be issued upon exercise of an Option until
full payment has been made therefor; provided that the Committee may disapprove
any payment in part or full by the transfer of Shares to the Company.

         12.3 Upon exercise of an Option or after grant of a Restricted Stock
Award under which a Right of First Refusal has been required with respect to
some or all of the Shares subject to such Option, or included in the Restricted
Stock Award, the Grantee shall be required to acknowledge, in writing, his or
her understanding of such Right of First Refusal and the legend which shall be
placed on the certificates for such Shares in respect thereof.

         12.4 All notices or requests by a Grantee provided for herein shall be
delivered to the Secretary of the Company.

13.      EFFECTIVE DATE OF THE PLAN AND DURATION

         The Plan shall be effective as of September 1, 1995, and no Awards may
be granted under the Plan after September 1, 2005, although the terms of any
Award may be amended at any time prior to the expiration of the Award in
accordance with the Plan.

14.      DATE OF AWARD

         The date of an Award shall be the date on which the Committee's
determination to grant the same is final, or such latter date as shall be
specified by the Committee in connection with such determination.

15.      STOCKHOLDER STATUS

         No person shall have any rights as a stockholder by virtue of the grant
of an Award under the Plan except with respect to Shares actually issued to that
person.

16.      POSTPONEMENT OF EXERCISE

         The Committee may postpone any exercise of an Option or the delivery of
any Shares pursuant to a Restricted Stock Award for such period as the Committee
in its discretion may


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deem necessary in order to permit the Company (i) to effect or maintain
registration of the Plan or the Shares issuable upon the exercise of an Option
or distributable in satisfaction of a Restricted Stock Award under the
Securities Act of 1933, as amended, or the securities laws of any applicable
jurisdiction, (ii) to permit any action to be taken in order to comply with
restrictions or regulations incident to the maintenance of a public market for
its Shares or to list the Shares thereon; or (iii) to determine that such Shares
and the Plan are exempt from such registration or that no action of the kind
referred to in (ii) above need be taken; and the Company shall not be obligated
by virtue of any terms and conditions of any Award or any provision of the Plan
to permit the exercise of an Option to sell or deliver Shares in violation of
the Securities Act of 1933 or other applicable law. Any such postponement shall
not extend the Term of an Option nor shorten the Term of a restriction
applicable under any Restricted Stock Award; and neither the Company nor its
directors or officers or any of them shall have any obligation or liability to
the Grantee of an Award, to any Successor of a Grantee or to any other person
with respect to any Shares as to which an Option shall lapse because of such
postponement or as to which issuance under a Restricted Stock Award was thereby
delayed.

17.      TERMINATION, SUSPENSION OR MODIFICATION OF PLAN

         The Board may at any time terminate, suspend or modify the Plan, except
that the Board shall not, without authorization of the stockholders of the
Company, effect any change (other than through adjustment for changes in
capitalization as herein provided) which increases the aggregate number of
Shares for which Awards may be granted or sold, materially amends the formula
for determining the purchase price of Shares on which Options may be granted,
changes the class of employees eligible to receive Awards, extends the period
during which Awards may be granted or removes the restrictions set forth in this
sentence.

         No termination, suspension or modification of the Plan shall adversely
affect any right acquired by any Grantee or any Successor under an Award granted
before the date of such termination, suspension or modification unless such
Grantee or Successor shall consent thereto. Adjustments for changes in
capitalization or corporate transactions as provided for herein shall not,
however, be deemed to adversely affect such right.

18.      ADJUSTMENTS FOR CHANGES IN CAPITALIZATION AND CORPORATE TRANSACTIONS

         Any change in the number of outstanding shares of the Company occurring
through stock splits, combination of shares, recapitalization, or stock
dividends after the adoption of the Plan shall be appropriately reflected in an
increase or decrease in the aggregate number of Shares then available for the
grant of Awards under the Plan, or to become available through the termination,
surrender or lapse of Awards previously granted and in the numbers of Shares
subject to Restricted Stock Awards then outstanding; and appropriate adjustments
shall be made in the per Share option price and/or number of Shares subject to
the Option as to any outstanding Options. No fractional Shares shall result from
such adjustments. Similar adjustments shall be made in the event of distribution
of other securities in respect of outstanding Shares or in the event of a


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reorganization, merger, consolidation or any other change in the corporate
structure or Shares of the Company, if and to the extent that the Committee
deems such adjustments appropriate.

19.      DELIVERY OF SHARES IN LIEU OF CASH INCENTIVE AWARDS OR DIRECTOR'S FEES

         (a) Any employee otherwise eligible for an Award under the Plan who is
eligible to receive a cash bonus or incentive payment from the Company under any
management bonus or incentive plan of the Company or entitled to receive a cash
payment for services rendered as a Director, may make application to the
Committee in such manner as may be prescribed from time to time by the Committee
to receive Shares available under the Plan in lieu of all or any portion of such
cash payment. Such an application may be made by, and approved with respect to,
a member of the Committee.

         (b) The Committee may in its discretion honor such application by
delivering Shares available under the Plan to such employee, equal in Fair
Market Value on the delivery date to that portion of the cash payment otherwise
payable to the employee under such bonus or incentive plan, or for services
rendered as a Director, for which a Share delivery is to be made in lieu of cash
payment.

         (c) Any Shares delivered to an employee under this Section shall reduce
the aggregate number of Shares authorized for issuance and delivery under the
Plan.

         (d) Such applications and such delivery of Shares shall not be
permitted after the expiration of ten years from the effective date of the Plan.
Delivery of such Shares shall be deemed to occur on the date certificates
therefor are sent by United States mail or hand-delivered to the recipient.

20.      NON-UNIFORM DETERMINATION PERMISSIBLE

         The Committee's determination under the Plan including, without
limitation, determinations as to the persons to receive Awards, the form, amount
and type of Awards (i.e., ISOs, NQSOs or Restricted Stock Awards), the terms and
provisions of Awards, the written instruments evidencing such Awards, and the
granting or rejecting of applications for delivery of Shares in lieu of cash
bonus or incentive payments or compensation of a Director need not be uniform as
among persons similarly situated and may be made selectively among otherwise
eligible employees or Directors, whether or not such employees or Directors are
similarly situated.

21.      TAXES

         (a) The Company shall be entitled to withhold the amount of any
withholding tax payable with respect to any Awards or Shares delivered in lieu
of cash payments. The person entitled to receive Shares pursuant to the Award
will be given notice as far in advance as practicable to permit such cash
payment to be made to the Company. The Company may defer


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making delivery of Shares until indemnified to its satisfaction with respect to
any such withholding tax.

         (b) Notwithstanding the foregoing, at any time when a Grantee is
required to pay to the Company an amount required to be withheld under
applicable income tax laws, the Grantee may satisfy this obligation in whole or
in part by electing (the "Election") to have the Company withhold Shares having
a value equal to the amount required to be withheld. The value of the Shares to
be withheld shall be based on the closing price of the Shares on the New York
Stock Exchange on the date that the amount of tax to be withheld shall be
determined ("Tax Date"). Each Election must be made on or prior to the Tax Date.
The Committee may disapprove any Election or may suspend or terminate the right
to make Elections. An Election is irrevocable.

22.      TENURE

         An employee's right, if any, to continue in the employ of the Company
or a Subsidiary shall not be affected by the fact that he is a participant under
this Plan; and the Company or Subsidiary shall retain the right to terminate his
employment without regard to the effect such termination may have on any rights
he may have under the Plan.


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23.      APPLICATION OF PROCEEDS

         The proceeds received by the Company from sale of its Shares pursuant
to Options granted under the Plan shall be used for general corporate purposes.

24.      OTHER ACTIONS

         Nothing in the Plan shall be construed to limit the authority of the
Company to exercise all of its corporate rights and powers, including, by way of
illustration and not by way of limitation, the right to grant Options for proper
corporate purposes otherwise than under the Plan to any employee or any other
person, firm, corporation, association or other entity, or to grant Options to,
or assume Options of, any person in connection with the acquisition by purchase,
lease, merger, consolidation or otherwise, of all or any part of the business or
assets of any person, firm, corporation, association or other entity.


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