<PAGE>


                                                                   Exhibit 10(3)

             Pharmacia Corporation Shared Success Stock Option Plan
      (As Amended April 24, 1997 and June 26, 1997 and September 24, 2001)

1. Purposes

The Pharmacia Corporation Shared Success Stock Option Plan is designed,

     o    to focus employees on business performance that creates stockholder
          value;
     o    to provide employees with an incentive to enhance stockholder return;
          and
     o    to encourage employees to view the Company from the perspective of its
          stockholders.

2. Definitions

         a)   "Associated Company"' means any corporation (or partnership, joint
              venture, or other enterprise), of which the Company owns or
              controls, directly or indirectly, 10% or more, but less than 50%.
              Of the outstanding shares of stock normally entitled to vote for
              the election of directors (or comparable equity participation and
              voting power).

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

         c)   "Change in Control" means

                  (1) the acquisition by any individual, entity or group (a
                  "Person"), including any "person" within the meaning of
                  Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
                  1934, as amended (the "Exchange Act"), of beneficial ownership
                  within the meaning of Rule 13d-3 promulgated under the
                  Exchange Act, of 33% or more of either (i) the then
                  outstanding shares of Common Stock of the Company (the
                  "Outstanding Company Common Stock") or (ii) the combined
                  voting power of the then outstanding securities of the Company
                  entitled to vote generally in the election of directors (the
                  "Outstanding Company Voting Securities"); provided, however,
                  that the following acquisitions of Outstanding Company Common
                  Stock or Outstanding Company Voting Securities shall not
                  constitute a Change in Control: (A) any acquisition by the
                  Company, (B) any acquisition by an employee benefit plan (or
                  related trust) sponsored or maintained by the Company or any
                  corporation controlled by the Company, or (C) any acquisition
                  by any corporation pursuant to a reorganization, merger or
                  consolidation involving the Company, if, immediately after
                  such reorganization, merger or consolidation, each of the
                  conditions described in clauses (i), (ii) and (iii) of
                  subsection (3) of this definition shall be satisfied; and
                  provided further that, for purposes of clause (A), if any
                  Person (other than the Company or any employee benefit plan
                  (or related trust) sponsored or maintained by the Company or
                  any corporation controlled by the Company) shall become the
                  beneficial owner of 33% or more of the Outstanding Company
                  Common Stock or 33% or more of the Outstanding Company Voting
                  Securities by reason of any acquisition of Outstanding Company
                  Common Stock or Outstanding Company Voting Securities by the
                  Company and such Person shall, after such acquisition by the
                  Company, become the beneficial owner of any additional shares
                  of the Outstanding Company Common Stock or any additional
                  Outstanding Voting




                                       1





<PAGE>

                  Securities and such beneficial ownership is publicly
                  announced, such additional beneficial ownership shall
                  constitute a Change in Control;

                  (2) individuals who, as of the date hereof, constitute the
                  Board (the "Incumbent Board") cease for any reason to
                  constitute at least a majority of such Board; provided,
                  however, that any individual who becomes a director of the
                  Company subsequent to the date hereof whose election, or
                  nomination for election by the Company's stockholders, was
                  approved by the vote of at least three-quarters of the
                  directors then comprising the Incumbent Board (either by a
                  specific vote or by approval of the proxy statement of the
                  Company in which such person is named as a nominee for
                  director, without objection to such nomination) shall be
                  deemed to have been a member of the Incumbent board; and
                  provided further, that no individual who was initially elected
                  as a director of the Company as a result of an actual or
                  threatened election contest, as such terms are used in Rule
                  14a-11 of Regulation 14A promulgated under the Exchange Act,
                  or any other actual or threatened solicitation of proxies or
                  consents by or on behalf of any Person other than the Board
                  shall be deemed to have been a member of the Incumbent Board;

                  (3) approval by the stockholders of the Company of a
                  reorganization, merger or consolidation involving the Company
                  unless, in any such case, immediately after such
                  reorganization, merger or consolidation, (i) more than 50% of
                  the then outstanding shares of common stock of the corporation
                  resulting from such reorganization, merger or consolidation
                  and more than 50% of the combined voting power of the then
                  outstanding securities of such corporation entitled to vote
                  generally in the election of directors is then beneficially
                  owned, directly or indirectly, by all or substantially all of
                  the individuals or entities who were the beneficial owners,
                  respectively, of the Outstanding Company Common Stock and the
                  Outstanding Company Voting Securities immediately prior to
                  such reorganization, merger or consolidation and in
                  substantially the same proportions relative to each other as
                  their ownership, immediately prior to such reorganization,
                  merger or consolidation, of the Outstanding Company Common
                  Stock and the Outstanding Company Voting Securities, as the
                  case may be, (ii) no Person (other than the Company, any
                  employee benefit plan (or related trust) sponsored or
                  maintained by the Company or the corporation resulting from
                  such reorganization, merger or consolidation (or any
                  corporation controlled by the Company), or any Person which
                  beneficially owned, immediately prior to such reorganization,
                  merger or consolidation, directly or indirectly, 33% or more
                  of the Outstanding Company Common Stock or the Outstanding
                  Company Voting Securities, as the case may be) beneficially
                  owns, directly or indirectly, 33% or more of the then
                  outstanding shares of common stock of such corporation or 33%
                  or more of the combined voting power of the then outstanding
                  securities of such corporation entitled to vote generally in
                  the election of directors and (iii) at least a majority of the
                  members of the board of directors of the corporation resulting
                  from such reorganization, merger or consolidation were members
                  of the Incumbent board at the time of the execution of the
                  initial agreement or action of the Board providing for such
                  reorganization, merger or consolidation; or



                                       2





<PAGE>

                  (4) approval by the stockholders of the Company of a plan of
                  complete liquidation or dissolution of the Company or (ii) the
                  sale or other disposition of all or substantially all of the
                  assets of the Company other than to a corporation with respect
                  to which, immediately after such sale or other disposition,
                  (A) more than 50% of the then outstanding shares of common
                  stock thereof and more than 50% of the combined voting power
                  of the then outstanding securities thereof entitled to vote
                  generally in the election of directors is then beneficially
                  owned, directly or indirectly, by all or substantially all of
                  the individuals and entities who were the beneficial owners,
                  respectively, of the Outstanding Company Common Stock and the
                  Outstanding Company Voting Securities immediately prior to
                  such sale or other disposition and in substantially the same
                  proportions relative to each other as their ownership,
                  immediately prior to such sale or other disposition, of the
                  Outstanding Company Common Stock and the Outstanding Company
                  Voting Securities, as the case may be, (B) no Person (other
                  than the Company, any employee benefit plan (or related trust)
                  sponsored or maintained by the Company or such corporation (or
                  any corporation controlled by the Company), or any Person
                  which beneficially owned, immediately prior to such sale or
                  other disposition, directly or indirectly, 33% or more of the
                  Outstanding Company Common Stock or the Outstanding Company
                  Voting Securities, as the case may be) beneficially owns,
                  directly or indirectly, 33% or more of the then outstanding
                  shares of common stock thereof or 33% or more of the combined
                  voting power of the then outstanding securities thereof
                  entitled to vote generally in the election of directors and
                  (C) at least a majority of the members of the board of
                  directors thereof were members of the Incumbent board at the
                  time of the execution of the initial agreement or action of
                  the Board providing for such sale or other disposition (or
                  were approved directly or indirectly by the Incumbent Board).

         a)   "Code" means the Internal Revenue Code of 1986, as amended.

         b)   "Committee" means the Compensation Committee of the Board, or its
              permitted delegate, consisting of two or more non-employee
              directors (as defined under Rule 16b-3 of the Exchange Act)
              appointed by the Board who meet the requirements of being outside
              directors within the meaning of Section 162(m) of the Code.

         c)   "Common Stock" means the common stock of the Company.

         d)   "Company" means Pharmacia Corporation, a Delaware corporation, and
              any successors thereto.

         e)   "Exercise Price" means the price at which a Participant may
              purchase a share of Common Stock covered by a Stock Option granted
              pursuant to the Shared Success Stock Option Plan.

         f)   "Fair Market Value" shall mean, per share of Common Stock, the
              average of the highest and lowest price of the Common Stock on the
              New York Stock Exchange (the "NYSE"), or such other national
              securities exchange as may be designated by the Committee, on the
              applicable date, or, if there are no sales of Common Stock on the



                                       3





<PAGE>

              NYSE on such date, then the average of the highest and lowest
              price of the Common Stock on the last previous day on which a sale
              on the NYSE is reported.

         g)   "Grant Date" means the date as of which the Committee shall
              determine that a Stock Option shall become effective.

         h)   "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 last corporation in the unbroken
              chain owns stock possessing 50% or more of the total combined
              voting power of all classes of stock in one or more of the other
              corporations in the chain.

         i)   "Participant" means an employee of the Company, a Subsidiary, or
              an Associated Company to whom a Stock Option has been granted
              pursuant to the Shared Success Stock Option Plan.

         j)   "Performance Objective" means performance objectives adopted by
              the Committee pursuant to the Shared Success Stock Option Plan for
              Participants who have received grants of Stock Options. If the
              Committee determines that a change in the business, operations,
              corporate structure or capital structure of the Company, or the
              manner in which it conducts its business, or other events or
              circumstances render the Performance Objectives to be unsuitable,
              the Committee may modify such Performance Objectives or the
              related minimum acceptable level of achievement, in whole or in
              part as the Committee deems appropriate.

         k)   "Retirement" shall have such meaning as set forth in the terms and
              conditions of the applicable grant instrument, as determined by
              the Committee in its discretion.

         l)   "Shared Success Stock Option Plan" means the Pharmacia Corporation
              Shared Success Stock Option Plan.

         m)   "Stock Option" means a right granted under the Shared Success
              Stock Option Plan to a Participant to purchase a share of Common
              Stock at a fixed price for a fixed period of time. Stock Options
              are not intended to be incentive stock options within the meaning
              of Section 422 of the Code.

         n)   "Subsidiary" means any corporation (or partnership, joint venture,
              or other enterprise) of which the Company owns or controls,
              directly or indirectly, 50% or more of the outstanding shares of
              stock normally entitled to vote for the election of directors (or
              comparable equity participation and voting power).

         0)   "Termination of Employment' means a Participant's termination of
              employment with the Company, a Parent, a Subsidiary, or an
              Associated Company such that he or she is no longer an employee of
              the Company, a Parent, a Subsidiary, or an Associated Company, for
              any reason whatsoever.

         p)   "Total and Permanent Disability" means a physical or mental
              disability which entitles the Participant to receive disability
              benefits under a long- term disability plan applicable to such
              Participant, whether or not such Participant actually receives
              such disability




                                       4





<PAGE>

              benefits, or, in the event that there is no long-term disability
              plan applicable to such Participant, as determined by the
              Committee.

3. Term of Shared Success Stock Option Plan

The Shared Success Stock Option Plan shall be effective on the date on which the
Shared Success Stock Option Plan is adopted by the Board.

4. Administration

The Shared Success Stock Option Plan shall be administered by the Committee
except to the extent the Committee delegates administration pursuant to this
paragraph. The Committee may by resolution delegate authority to one or more
committees consisting of one or more officers (a "Subcommittee") to perform one
or both of the following: (i) to select officers or salaried employees
(including salaried directors) of the Company or a Subsidiary (but not of a
Parent) who are to receive stock options, and (ii) to determine the number of
such stock options to be received by the selected officers or salaried
employees; provided, however, that the Committee shall by resolution set forth
the maximum number of stock options that may be made by any Subcommittee(s). Any
such Subcommittee delegated authority by the Committee may not (x) select an
officer who is a current member of such Subcommittee or a member of the Board to
receive stock options, or (y) grant any stock option to a Reporting Person
(defined as a person subject to the reporting requirements of Section 16(a) of
the Exchange Act) or to a "covered employee" under Section 162(m) of the
Internal Revenue Code of 1986, as amended. Only the Committee shall make all
determinations regarding stock option awards to Reporting Persons and/or
"covered employees". To the extent permitted by law, the Committee may appoint
employees of the Company or its Subsidiaries or other third parties to act as
its agents with respect to administration of the Shared Success Stock Option
Plan, including, but not limited to, administration of the exercise of any stock
option granted under the Shared Success Stock Option Plan.

The Committee shall have full power and authority to administer and interpret
the Shared Success Stock Option Plan and to adopt such rules, regulations,
agreements, guidelines and instruments for the administration of the Shared
Success Stock Option Plan as the Committee deems necessary or advisable. The
Committee's powers include, but are not limited to (subject to the specific
limitations described herein), authority to determine the employees to be
granted Stock Options under the Shared Success Stock Option Plan, to determine
the size and applicable terms and conditions of grants to be made to such
employees, to determine the time when Stock Options will be granted, to
determine whether a resignation was voluntary and whether a Termination of
Employment was for cause, to authorize grants to eligible employees and to grant
to foreign nationals or employees who are employed outside of the United States
of America, subject to Section 12 hereof, such substitutes for the Stock Options
as may be deemed necessary or appropriate.

The Committee's interpretations of the Shared Success Stock Option Plan, and all
actions taken and determinations made by the Committee concerning any matter
arising under or with respect to the Shared Success Stock Option Plan or any
Stock Options granted hereunder, shall be final, binding and conclusive on all
interested parties, including the Company, a Parent, a Subsidiary, or an
Associated Company, stockholders of the Company and all former, present and
future employees




                                       5





<PAGE>

of the Company, a Parent, a Subsidiary, or an Associated Company. The Committee
may as to all questions of accounting rely conclusively upon any determination
made by the internal accountants of the Company.

5. Common Stock Authorized Under the Plan

The total number of shares of Common Stock for which Stock Options may be
granted under the Shared Success Stock Option Plan shall not exceed 2,700,000,
subject to any adjustment which may be made pursuant to Section 10 hereof. The
shares of Common Stock for which Stock Options may be granted under the Shared
Success Stock Option Plan may be authorized but unissued shares of Common Stock
not reserved for any other purposes or shares of Common Stock held in or
acquired for the treasury of the Company, or both. In the event that any
unexercised Stock Option granted pursuant to the Shared Success Stock Option
Plan lapses or ceases to be exercisable for any reason, the shares of Common
Stock subject to such Stock Option shall again be available for Stock Option
grants pursuant to the Shared Success Stock Option Plan.

6. Eligibility

All employees of the Company, a Subsidiary, or an Associated Company shall be
eligible to participate in the Shared Success Stock Option Plan.

7. Terms and Conditions of Stock Options

Each Stock Option granted pursuant to the Shared Success Stock Option Plan shall
be in writing and shall contain such terms and conditions as the Committee may
determine, subject to the following provisions:

         a)   Grants of Stock Options. The Committee may grant Stock Options to
              eligible employees at such times and to the extent the Committee
              deems advisable. Any grant of Stock Options may specify
              Performance Objectives that, if achieved, will result in
              exercisability or early exercisability of such Stock Options.

         b)   Exercise Price. The Exercise Price of a Stock Option shall be as
              determined by the Committee.

         c)   Term of Stock Options. Stock Options granted pursuant to the
              Shared Success Stock Option Plan shall have a term as determined
              by the Committee; provided, however, that in no event shall a
              Stock Option have a term longer than ten years from the Grant
              Date. A grant of Stock Options may vest in installments, however,
              Stock Options must be exercised for full shares of Common Stock.
              To the extent that Stock Options are not exercised when they
              become initially exercisable, they shall be carried forward and be
              exercisable until the expiration of the term of such Stock
              Options, subject to Section 7(f) hereof.

         d)   Exercise of Stock Options. To exercise a Stock Option, a
              Participant (or a transferee of a Participant) shall give oral or
              written notice to the Company, or its agent, specifying the number
              of shares of Common Stock with respect to which the Stock Option
              is being exercised. Any written notice to the Company, or its
              agent, shall be signed and dated by the Participant. From time to
              time the Committee may establish procedures relating to




                                       6





<PAGE>

              effecting such exercises as are consistent with current technology
              and the Company's system for administering the Shared Success
              Stock Option Plan. No fractional shares shall be issued as a
              result of a Participant's exercising a Stock Option.

         e)   Payment of Exercise Price. Each Stock Option grant shall specify
              the form of consideration to be paid in satisfaction of the
              Exercise Price, which may include (i) cash in the form of United
              States currency or foreign currency converted to United States
              dollars at the exchange rate in effect on the Exercise Date or
              cashier's check or certified check payable to the order of the
              Company, (ii) shares of Common Stock of the Company already owned,
              and in the possession of, the Participant, or (iii) any
              combination' of cash or shares of Common Stock of the Company. In
              addition, it shall be a condition to the obligation of the Company
              to deliver shares of Common Stock upon exercise of a Stock Option,
              that the Participant pay such amount as may be requested for the
              purpose of satisfying the liability for any foreign, federal,
              state or local withholding tax in accordance with Section 14
              hereof.

         f)   Effect of Termination of Employment on Exercise of Stock Options.
              Except as otherwise determined by the Committee at or subsequent
              to the grant of a Stock Option, any Stock Options held by a
              Participant upon a Participant's Termination of Employment shall
              remain exercisable as follows:

                  (1) If the Participant's Termination of Employment is due to
                  death or Total and Permanent Disability, the Stock Option (to
                  the extent exercisable as of the termination date) shall be
                  exercisable for one (1) year following the date of Termination
                  of Employment (but in no event beyond the term of the Stock
                  Option) and shall expire thereafter; and

                  (2) If the Participant's Termination of Employment is for any
                  other reason, the Stock Option (to the extent exercisable on
                  the termination date) shall be exercisable for a period of
                  ninety (90) days following the date of Termination of
                  Employment (but in no event beyond the term of the Stock
                  Option) and shall expire thereafter.

                  (3) In no event may a Stock Option be exercised for a period
                  beyond the term of the Stock Option.

         g)   Change in Control. Upon a Change in Control prior to the
              Termination of Employment of a Participant, all Stock Options then
              held by the Participant shall become immediately exercisable as of
              the date of such Change in Control and be able to be exercised by
              the Participant in accordance with their terms.

         h)   Nontransferability of Stock Options. Except as otherwise provided
              in this subsection (h), during a Participant's lifetime, his or
              her Stock Options shall not be transferable and shall only be
              exercisable by the Participant (or by the guardian or legal
              representative of the Participant acting in a fiduciary capacity
              on behalf of the Participant under state law and court supervision
              or comparable office and supervision under applicable foreign law)
              and any purported transfer shall be null and void. No Stock Option
              shall be transferable other than by designation, by will, or by
              the laws of descent and distribution, and is not subject, in whole
              or in part, to attachment, execution, or levy of




                                       7





<PAGE>

              any kind. In addition, no qualified domestic relations order (as
              defined by the Code or Title I of the Employee Retirement Income
              Security Act of 1974, as amended) purporting to authorize a
              transfer of a Stock Option shall be recognized as valid. A
              Participant may designate in the event of his or her death a
              beneficiary or beneficiaries by filing a written designation in
              such form and manner as the Committee shall require and such
              designated beneficiary shall be entitled to exercise such
              Participant's Stock Option during the term of the Stock Option.
              Notwithstanding the foregoing, the Senior Vice President of Human
              Resources of the Company, in his or her sole discretion, may allow
              the transfer, for no consideration to the Participant, of a Stock
              Option to a Participant's "Immediate Family," pursuant to the
              terms and conditions approved by the Senior Vice President of
              Human Resources. In the event of such permitted transfer, the
              transferee shall take such Stock Option subject to the same
              restrictions, terms and conditions in such Stock Option prior to
              the permitted transfer. For purposes of this subsection,
              "Immediate Family" shall mean (i) the Participant's children,
              grandchildren, spouse or common law spouse, siblings or parents,
              as well as (ii) a trust in which these persons (or the
              Participant) have more than fifty percent of the beneficial
              interest, a foundation in which these persons (or the Participant)
              control the management of assets, and any other entity in which
              these persons (or the Participant) own more than fifty percent of
              the voting interests.

         i)   No Obligation to Exercise. Stock Option. The granting of a Stock
              Option shall impose no obligation upon the Participant (or upon a
              transferee of a Participant) to exercise such Stock Option.

         j)   Modification, Extension and Renewal of Stock Options. Subject to
              the terms and conditions within the limitations of, the Shared
              Success Stock Option Plan, the Committee may modify, extend or
              renew outstanding Stock Options granted under the Shared Success
              Stock Option Plan, or accept the surrender of outstanding Stock
              Options (up to the extent not theretofore exercised) and authorize
              the granting of new Stock Options in substitution therefor (up to
              the extent not theretofore exercised). Notwithstanding the
              foregoing or anything herein, no modification of a Stock Option
              shall, without the consent of the Participant, alter or impair any
              rights or obligations under any Stock Option theretofore granted
              under the Shared Success Stock Option Plan.

         k)   Other Terms and Conditions. Stock Option grants may contain such
              other provisions, which shall not be inconsistent with any of the
              foregoing terms, as the Committee deems advisable.

8. Replacement Stock Options.

The Committee shall have the discretionary authority to include in any stock
option agreement a provision that entitles a Participant who is an employee of
the Company, a Parent, a Subsidiary or an Associated Company and who exercises a
Stock Option, in whole or in part, by using previously owned shares of Common
Stock to be granted a replacement Stock Option exercisable for the number of
shares of Common Stock used to exercise the Stock Option. Any such replacement
Stock Option shall be subject to the availability of sufficient shares of Common
Stock under Section 5, and shall be subject to such other terms and conditions
to be determined by the




                                       8





<PAGE>

Committee consistent with the Shared Success Stock Option Plan. No Participant
shall have any right to the grant of a replacement Stock Option unless such
right is approved by the Committee and included in the Participant's stock
option agreement.

9. Buy Out of Stock Option Gains

At any time after any Stock Option becomes exercisable, the Committee shall have
the right to elect, in its sole discretion and without the consent of the holder
of any Stock Option, to cancel such Stock Option and to cause the Company to pay
to the Participant the excess of the Fair Market Value of the shares of Common
Stock covered by such Stock Option over the Exercise Price of such Stock Option
at the date the Committee provides written notice (the "Buy Out Notice") of its
intention to exercise such right. Buy outs pursuant to this provision shall be
effected by the Company as promptly as possible after the date of the Buy Out
Notice. Payments of buy out amounts may be made in cash (including foreign
currency), in shares of Common Stock, or partly in cash and partly in Common
Stock, as the Committee deems advisable. To the extent payment is made in shares
of Common Stock, the number of shares shall be determined by dividing the amount
of the payment to be made by the Fair Market Value of a share of Common Stock at
the date of the Buy Out Notice. In no event stall the Company be required to
deliver a fractional share of Common Stock in satisfaction of this buy out
provision. Payments of any such buy out amounts shall be made net of any
applicable foreign, federal (including FICA), state and local withholding taxes.

10. Adjustments of the Common Stock

In the event that at any time after the Effective Date a stock dividend, stock
split, recharacterization, merger, consolidation, or other change in
capitalization, or a sale by the Company of all or part of its assets, or any
separation from the Company, including any spin-off or other distribution to
stockholders other than an ordinary cash dividend, results in (i) the
outstanding shares of Common Stock, or any securities exchanged therefor or
received in their place, being exchanged for a different number or class of
shares of stock or other securities of the Company, or for shares of stock or
other securities of any other corporation; or (ii) new, different or additional
shares or other securities of the Company or of any other corporation being
received by the holders of outstanding shares of Common Stock, then, in the case
of a stock dividend or stock split, equitable adjustments shall be automatically
made to the Shared Success Stock Option Plan and the Stock Options (or such
substitutes for the Stock Options) granted hereunder, including, if necessary,
an adjustment in the number of shares and Exercise Price per share applicable to
Stock Options then outstanding and, in all other cases, appropriate adjustments,
if any, shall be made by the Committee in its discretion. Any such adjustment
shall be conclusive and binding for all purposes of the Shared Success Stock
Option Plan.

Notice of any adjustment pursuant to this Section 10 (the "Adjustment Notice")
shall be given by the Company to each holder of a Stock Option (or such
substitutes for the Stock Option) which shall have been so adjusted and such
adjustment (whether or not such Adjustment Notice is given) shall be effective
and binding for all purposes of the Shared Success Stock Option Plan.



                                       9





<PAGE>

11. Amendment or Termination of Shared Success Stock Option Plan

The Committee may, at any time, amend, suspend or terminate the Shared Success
Stock Option Plan, in whole or in part, provided that no such action shall
adversely affect any rights or obligations with respect to any grants
theretofore made hereunder. The Committee may amend the terms and conditions of
outstanding Stock Options, provided, however, that (i) no such amendment shall
be adverse to the holders of the Stock Options; (ii) no such amendment shall
extend the period for exercise of a Stock Option; and (iii) the amended terms of
the Stock Option would be permitted under the terms of the Shared Success Stock
Option Plan. Notwithstanding the foregoing, any amendment to increase the total
number of shares of Common Stock for which Stock Options may be granted under
the Shared Success Stock Option Plan shall require the approval of the Board.

12. Foreign Participants

The Committee may grant Stock Options to eligible employees who are foreign
nationals or who are employed by the Company, a Parent, a Subsidiary, or an
Associated Company outside of the United States of America. In order to
facilitate the granting of Stock Options, the Committee may provide for special
terms and conditions (including without limitation granting stock options with a
term longer than ten years if appropriate to assure favorable tax treatment) for
grants to employees who are foreign nationals or who are employed by the
Company, a Parent, a Subsidiary, or an Associated Company outside of the United
States of America, as the Committee may consider necessary or appropriate to
accommodate differences in local law, tax policy or custom in other countries in
which the Company, a Parent, a Subsidiary, or an Associated Company operates or
has employees. The Committee may also provide for such substitutes for the Stock
Options for employees who are foreign nationals or who are employed by the
Company, a Parent, a Subsidiary, or an Associated Company outside of the United
States of America as may be deemed necessary or appropriate by the Committee,

Moreover, the Committee may approve such supplements to, or amendments
restatements or alternative versions of t1ds Shared Success Stock Option Plan as
it may consider necessary or appropriate for such purposes without thereby
affecting the terms of the Shared Success Stock Option Plan as in effect for any
other purpose, and the Secretary or other appropriate officer of the Company may
certify any such documents as having been approved and adopted pursuant to
properly delegated authority; provided, however, that no such supplements,
amendments, restatements or alternative versions shall include any provisions
that are inconsistent with the terms of this Shared Success Stock Option Plan,
as then in effect.

13. Securities Law Requirements

         a)   Restrictions on Resale. No person who acquires shares of Common
              Stock pursuant to the Shared Success Stock Option Plan may, during
              any period of time that such person is an affiliate of the Company
              within the meaning of the rules and regulations of the Securities
              and Exchange Commission under the Securities Act of 1933 (the
              "1933 Act"), sell such shares of Common Stock, unless such offer
              and sale is made (i) pursuant to an effective registration
              statement under the 1933 Act, which is current and includes the
              shares to be sold, or (ii) pursuant to an appropriate exemption
              from the registration requirement of the 1933 Act, such as that
              set forth in Rule 144 promulgated under the 1933 Act.



                                       10





<PAGE>

         b)   Registration, Listing and Qualification of Shares of Common Stock.
              Each Stock Option shall be subject to the requirement that if at
              any time the Committee shall determine that the registration,
              listing or qualification of the shares covered thereby upon any
              securities exchange or under any foreign, federal, state or local
              law, or the consent or approval of any governmental regulatory
              body, is necessary or desirable as a condition of, or in
              connection with, the granting of such Stock Option or the purchase
              of shares hereunder, no such Stock Option may be exercised unless
              and until Such registration, listing, qualification, consent or
              approval shall have been effected or obtained free of any
              condition not acceptable to the Committee. Any person exercising a
              Stock Option shall make such representations and agreements and
              furnish such information as the Committee may request to assure
              compliance with the foregoing or any other applicable legal
              requirements.

14. Withholding Taxes

The Company may make such provisions and take such steps as it may deem
necessary or appropriate for the withholding of any taxes which the Company is
required by any law or regulations of any governmental authority, whether
federal, state or local, domestic or foreign, to withhold in connection with any
Stock Option or the exercise thereof, including, but not limited to, the
withholding of cash or shares of Common Stock which would be paid or delivered
pursuant to such exercise until the Participant reimburses the Company for the
amount the Company is required to withhold with respect to such taxes, or
canceling any portion of such award in an amount sufficient to reimburse itself
for the amount it is required to so withhold, or selling any property
contingently credited by the Company for the purpose of paying such award in
order to withhold or reimburse itself for the amount it is required to so
withhold. The Committee may permit a Participant (or other person authorized to
act) to elect to pay a portion or all of any amounts required or permitted to be
withheld to satisfy federal, state, local or foreign tax obligations by
directing the Company to withhold a number of whole shares of Common Stock which
would otherwise be distributed and which have a fair market value sufficient to
cover the amount of such required or permitted withholding taxes.

15. Governing Law

The Shared Success Stock Option Plan and any actions taken thereunder shall,
subject to Section 12, be governed in accordance with the laws of the State of
Delaware, without regard to the application of the conflicts of laws provisions
thereof.

16. Rights as a Stockholder

No Participant shall have any rights as a stockholder with respect to any shares
of Common Stock subject to a Stock Option prior to the date the Participant is
recorded as the holder of such shares of Common Stock on the records of the
Company and certificates for shares of Common Stock are issued to such
Participant.

17. No Right to Stock Options

No employee or other person shall have any claim or right to be granted a Stock
Option under the Shared Success Stock Option Plan. Having received a grant of a
Stock Option under the Shared Success Stock Option Plan shall not give a
Participant or other person any right to receive any other




                                       11






<PAGE>

grant of Stock Options under the Shared Success Stock Option Plan. A Participant
shall have no rights or interests in any Stock Option except as set forth
herein.

18. No Right to Continued Employment

Nothing contained in this Shared Success Stock Option Plan or any booklet or
document describing or referring to this Shared Success Stock Option Plan shall
be deemed to confer on any employee or Participant the right to continue in the
employ of the Company, a Subsidiary, or an Associated Company or affect the
right of the Company, a Subsidiary, or an Associated Company to terminate the
employment of any such person with or without cause.

19. Plan Unfunded

The Shared Success Stock Option Plan shall be unfunded. Except for reserving a
sufficient number of authorized shares of Common Stock to the extent required by
law to meet the requirements of the Shared Success Stock Option Plan, the
Company shall not be required to establish any special or separate fund or to
make any other segregation of assets to assure the delivery of the Common Stock
upon exercise of any Stock Option granted pursuant to the Shared Success Stock
Option Plan.

20. Exclusion from Pension and Other Benefit Plan Computation

By exercise of a Stock Option, each Participant shall be deemed to have agreed
that such Stock Option is special incentive compensation that will not be taken
into account, in any manner, as salary, compensation or bonus in determining the
amount of any payment under any pension, retirement or other employee benefit
plan of the Company, a Subsidiary, or an Associated Company. In addition, each
beneficiary of a deceased Participant shall be deemed to have agreed that such
Stock Option will not affect the amount of any life insurance coverage, if any,
provided by the Company, a Subsidiary, or an Associated Company on the life of
the Participant which is payable to the beneficiary under any life insurance
plan covering employees of the Company, a Subsidiary, or an Associated Company.

21. Notice

All notices or other communications required or permitted to be given under the
Shared Success Stock Option Plan to the Company shall be in writing (unless
otherwise permitted hereunder) and shall be deemed to have been duly given if
delivered personally or mailed first class, postage pre-paid, as follows: (i) if
to the Company - at its principal business address to the attention of the
Secretary; (ii) if to any Participant - at the last address of the Participant
known to the sender at the time the notice or other communication is sent.

22. Inurement of Rights and Obligations

The rights and obligations under the Shared Success Stock Option Plan and any
related documents shall inure to the benefit of, and shall be binding upon, the
Company, its successors and assigns, and the Participants and their
beneficiaries.




                                       12





<PAGE>

23. Costs and Expenses of the Shared Success Stock Option Plan

Except as otherwise provided herein, the costs and expenses of administering the
Shared Success Stock Option Plan shall be borne by the Company and shall not be
charged to any Stock Option grant nor to any employee receiving a Stock Option
grant. Costs and expenses associated with the exercise of any Stock Option
granted under the Shared Success Stock Option Plan, including, but not limited
to commissions charged by any agent of the Company, may be charged to the
Participant.

24. No Limitation on Rights of the Company

The grant of any Stock Option shall not in any way affect the right or power of
the Company to make adjustments, reclassification, or changes- in its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets. Further, the Shared Success
Stock Option Plan shall not restrict the authority of the Company, for proper
corporate purposes, to grant or assume stock options, other than -under the
Shared Success Stock Option Plan, to or with respect to any employee or other
person.

25. Compliance with Applicable Law

Notwithstanding anything herein to the contrary, the Company shall not be
obligated to cause to be issued or delivered any certificates for shares of
Common Stock pursuant to the exercise of a Stock Option, unless and until the
Company is advised by its counsel that the issuance and delivery of such
certificates is in compliance with all applicable laws, regulations of
governmental authority and the requirements of any exchange upon which shares of
Common Stock are traded. The Company shall in no event be obligated to register
any securities pursuant to the 1933 Act (as now in effect or as hereafter
amended) or to take any other action in order to cause the issuance and delivery
of such certificates to comply with any such law, regulation or requirement.

26. Fractional Shares

The Company shall not be required to issue any fractional shares of Common Stock
pursuant to the Shared Success Stock Option Plan. The Committee may provide for
the elimination of fractions or for the settlement thereof in cash.

27. Notwithstanding any other provision of the Plan, for purposes of any award
that is outstanding as of the date that the Company spins off the Company's
chemical businesses into a new publicly traded company ("Chemicals") and is held
by a Participant who in connection with such spin-off becomes an employee of
chemicals (or a subsidiary or associated company of Chemicals) rather than an
employee of the Company (or a Subsidiary or Associated Company of the Company),
such change of employment shall not constitute a Termination of Employment. With
respect to any such stock option or stock appreciation right held by any such
Participant, Termination of Employment shall mean such Participant's termination
of employment with Chemicals, a subsidiary of Chemicals, or an associated
company of Chemicals such that such Participant is no longer an employee of
Chemicals, a subsidiary of Chemicals or an associated company of Chemicals, for
any reason whatsoever. For purposes of this Section 27, a subsidiary of
Chemicals means any corporation (or partnership, joint venture, or other
enterprise) of which Chemicals owns or controls, directly or indirectly, 50% or
more of the outstanding shares of stock normally entitled to vote for the
election of directors (or comparable equity participation and voting power) and
an associated




                                       13





<PAGE>

company of Chemicals means any corporation (or partnership, joint
venture, or other enterprise), of which Chemicals owns or controls, directly or
indirectly, 10% or more, but less than 50% of the outstanding shares of stock
normally entitled to vote for the election of directors (or comparable equity
participation and voting power).



                                       14