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                                                                     EXHIBIT 4.3
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                      CABLE DESIGN TECHNOLOGIES CORPORATION

                    2001 Long-Term Performance Incentive Plan

         1.  Purpose. The purpose of the 2001 Long-Term Performance Incentive
Plan (the "Plan") is to advance the interests of Cable Design Technologies
Corporation, a Delaware corporation (the "Company") and its stockholders by (i)
providing incentives to certain employees of the Company, directors and to
certain other individuals who perform services for, or to whom an offer of
employment has been extended by, the Company, including those who contribute
significantly to the strategic and long-term performance objectives and growth
of the Company and (ii) to enable the Company to attract, retain and reward the
best available persons for positions of responsibility.

         2.  Administration. The Plan shall be administered solely by the Board
of Directors (the "Board") of the Company or, if the Board shall so designate,
by a committee of the Board that shall be comprised of not fewer than two
directors (the "Committee"); provided that the Committee may delegate the
administration of the Plan in whole or in part, on such terms and conditions,
and to such person or persons as it may determine in its discretion. References
to the Committee hereunder shall include the Board where appropriate.

         The Committee has all the powers vested in it by the terms of the Plan
set forth herein, such powers to include exclusive authority (except as may be
delegated as permitted herein) to select the employees and other individuals to
be granted Awards under the Plan, to determine the type, size and terms of the
Award to be made to each individual selected, to modify the terms of any Award
that has been granted, to determine the time when Awards will be granted, to
establish performance objectives, to make any adjustments necessary or desirable
as a result of the granting of Awards to eligible individuals located outside
the United States and to prescribe the form of the instruments embodying Awards
made under the Plan. The Committee is authorized to interpret the Plan and the
Awards granted under the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, and to make any other determinations which it
deems necessary or desirable for the administration of the Plan. The Committee
(or its delegate as permitted herein) may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any Award in the
manner and to the extent the Committee deems necessary or desirable to carry it
into effect. Any decision of the Committee (or its delegate as permitted herein)
in the interpretation and administration of the Plan, as described herein, shall
lie within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned. The Committee may act only by a majority of
its members in office, except that the members thereof may authorize any one or
more of their members or any officer of the Company to execute and deliver
documents or to take any other ministerial action on behalf of the Committee
with respect to Awards made or to be made to Plan participants. No member of the
Committee and no officer of the Company shall be liable for anything done or
omitted to be done by him, by any other member of the Committee or by any
officer of the Company in connection with the performance of duties under the
Plan, except for his own willful misconduct or as expressly provided by statute.
Determinations to be made by the Committee under the Plan may be made by its
delegates.

         3.  Participation. Consistent with the purposes of the Plan, the
Committee shall have exclusive power (except as may be delegated as permitted
herein) to select the employees, directors and other individuals performing
services for the Company who may participate in the Plan and be granted Awards
under the Plan. Eligible individuals may be selected individually or by groups
or categories, as determined by the Committee in its discretion.

         4.  Awards under the Plan.

         (a) Types of Awards. Awards under the Plan may include, but need not be
     limited to, one or more of the following types, either alone or in any
     combination thereof: (i) "Stock Options," (ii) "Stock Appreciation Rights,"
     (iii) "Restricted Stock," (iv) "Performance Grants" and (v) any other type
     of Award deemed by the Committee in its discretion to be consistent with
     the purposes of the Plan (including, but not limited to, Awards of or
     options or similar rights granted with respect to unbundled stock units or
     components thereof, and Awards to be made to participants who are foreign
     nationals or are employed or performing services outside the United
     States). Stock Options, which include "Nonqualified Stock Options" (which
     may be awarded to participants or sold at a price determined by the
     Committee ("Purchased Options")) and "Incentive Stock Options" or
     combinations thereof, are rights to purchase common shares of the Company
     having a par value of $.01 per share and stock of any other class into
     which such shares may thereafter be changed (the "Common Shares").
     Nonqualified Stock Options and Incentive Stock Options are subject to the
     terms, conditions and restrictions specified in Paragraph 5. Stock

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     Appreciation Rights are rights to receive (without payment to the Company)
     cash, Common Shares, other Company securities (which may include, but need
     not be limited to, unbundled stock units or components thereof, debentures,
     preferred stock, warrants, securities convertible into Common Shares or
     other property ("Other Company Securities")) or property, or other forms of
     payment, or any combination thereof, as determined by the Committee, based
     on the increase in the value of the number of Common Shares specified in
     the Stock Appreciation Right. Stock Appreciation Rights are subject to the
     terms, conditions and restrictions specified in Paragraph 6. Shares of
     Restricted Stock are Common Shares which are issued subject to certain
     restrictions pursuant to Paragraph 7. Performance Grants are contingent
     awards subject to the terms, conditions and restrictions described in
     Paragraph 8, pursuant to which the participant may become entitled to
     receive cash, Common Shares, Other Company Securities or property, or other
     forms of payment, or any combination thereof, as determined by the
     Committee.

          (b) Maximum Number of Shares that May be Issued. There may be issued
     under the Plan (as Restricted Stock, in payment of Performance Grants,
     pursuant to the exercise of Stock Options or Stock Appreciation Rights, or
     in payment of or pursuant to the exercise of such other Awards as the
     Committee, in its discretion, may determine) an aggregate of not more than
     1,800,000 Common Shares, subject to adjustment as provided in Paragraph 14.
     In any one calendar year, the Committee shall not grant to any one
     participant options or SARs to purchase a number of shares of Common Stock,
     and shall not grant to any one participant Restricted Stock or Performance
     Grants, in excess of 100,000 shares. Common Shares issued pursuant to the
     Plan may be either authorized but unissued shares, treasury shares,
     reacquired shares, or any combination thereof; provided, however, that,
     unless and until this plan is approved by the Company's shareholders, only
     treasury shares shall be issued hereunder. If any Common Shares issued as
     Restricted Stock or otherwise subject to repurchase or forfeiture rights
     are reacquired by the Company pursuant to such rights, or if any Award is
     canceled, terminates or expires unexercised, any Common Shares that would
     otherwise have been issuable pursuant thereto will be available for
     issuance under new Awards.

          (c) Rights with respect to Common Shares and Other Securities.

                  (i)  Unless otherwise determined by the Committee in its
       discretion, a participant to whom an Award of Restricted Stock has been
       made (and any person succeeding to such a participant's rights pursuant
       to the Plan) shall have, after issuance of a certificate for the number
       of Common Shares awarded and prior to the expiration of the Restricted
       Period (as hereinafter defined) or the earlier repurchase of such Common
       Shares as herein provided, ownership of such Common Shares, including the
       right to vote the same and to receive dividends or other distributions
       made or paid with respect to such Common Shares (provided that such
       Common Shares, and any new, additional or different shares, or Other
       Company Securities or property, or other forms of consideration which the
       participant may be entitled to receive with respect to such Common Shares
       as a result of a stock split, stock dividend or any other change in the
       corporate or capital structure of the Company, shall be subject to the
       restrictions hereinafter described as determined by the Committee in its
       discretion), subject, however, to the options, restrictions and
       limitations imposed thereon pursuant to the Plan. Notwithstanding the
       foregoing, a participant with whom an Award agreement is made to issue
       Common Shares in the future, shall have no rights as a stockholder with
       respect to Common Shares related to such agreement until issuance of a
       certificate to him.

                  (ii) Unless otherwise determined by the Committee in its
       discretion, a participant to whom a grant of Stock Options, Stock
       Appreciation Rights, Performance Grants or any other Award is made (and
       any person succeeding to such a participant's rights pursuant to the
       Plan) shall have no rights as a stockholder with respect to any Common
       Shares or as a holder with respect to other securities, if any, issuable
       pursuant to any such Award until the date of the issuance of a stock
       certificate to him for such Common Shares or other instrument of
       ownership, if any. Except as provided in Paragraph 14, no adjustment
       shall be made for dividends, distributions or other rights (whether
       ordinary or extraordinary, and whether in cash, securities, other
       property or other forms of consideration, or any combination thereof) for
       which the record date is prior to the date such stock certificate or
       other instrument of ownership, if any, is issued.

          5. Stock Options. The Committee may grant or sell Stock Options either
     alone, or in conjunction with Stock Appreciation Rights, Performance Grants
     or other Awards, either at the time of grant or by amendment thereafter;
     provided that an Incentive Stock Option may be granted only to an eligible
     employee of the Company or any parent or subsidiary corporation. Each Stock
     Option (referred to herein as an "Option") granted or sold under the Plan
     shall be evidenced by an instrument in such form as the Committee shall
     prescribe from time to time in accordance with the Plan and shall comply
     with the following terms and conditions, and with such other terms and
     conditions, including, but not limited to, restrictions upon the Option or
     the Common Shares issuable upon exercise thereof, as the Committee, in its
     discretion, shall establish:

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      (a) The option price may be less than, equal to, or greater than, the fair
  market value of the Common Shares subject to such Option at the time the
  Option is granted, as determined by the Committee, but in no event will such
  option price be less than 50% of the fair market value of the underlying
  Common Shares at the time the Option is granted; provided, however, that in
  the case of an Incentive Stock Option granted to such an employee, the option
  price shall not be less than the fair market value of the Common Shares
  subject to such Option at the time the Option is granted, or if granted to
  such an employee who owns stock representing more than ten percent of the
  voting power of all classes of stock of the Company or any parent or
  subsidiary (a "Ten Percent Employee"), such option price shall not be less
  than 110% of such fair market value at the time the Option is granted; but in
  no event will such option price be less than the par value of such Common
  Shares.

      (b) The Committee shall determine the number of Common Shares to be
  subject to each Option. The number of Common Shares subject to an outstanding
  Option may be reduced on a share-for-share or other appropriate basis, as
  determined by the Committee, to the extent that Common Shares under such
  Option are used to calculate the cash, Common Shares, Other Company Securities
  or property, or other forms of payment, or any combination thereof, received
  pursuant to exercise of a Stock Appreciation Right attached to such Option, or
  to the extent that any other Award granted in conjunction with such Option is
  paid.

      (c) The Option may not be sold, assigned, transferred, pledged,
  hypothecated or otherwise disposed of, except by will or the laws of descent
  and distribution or to a participant's family member (as defined in General
  Instruction A.1(a)(5) to Form S-8 under the Securities Act of 1933, as
  amended, and any successor thereto) by gift or a qualified domestic relations
  order (as defined in the Internal Revenue Code of 1986, as amended), and shall
  be exercisable during the grantee's lifetime only by him. Unless the Committee
  determines otherwise, the Option shall not be exercisable for at least six
  months after the date of grant, unless the grantee ceases employment or
  performance of services before the expiration of such six-month period by
  reason of his disability as defined in Paragraph 12 or his death.

      (d) The Option shall not be exercisable:

               (i)   in the case of any Incentive Stock Option granted to a Ten
     Percent Employee, after the expiration of five years from the date it is
     granted, and, in the case of any other Option, after the expiration of ten
     years from the date it is granted. Any Option may be exercised during such
     period only at such time or times and in such installments as the Committee
     may establish;

               (ii)  unless payment in full is made for the shares being
     acquired thereunder at the time of exercise as set forth in paragraph (e)
     below; such payment shall be made in such form (including, but not limited
     to, cash, Common Shares, or the surrender of another outstanding Award
     under the Plan, or any combination thereof) as the Committee may determine
     in its discretion; and

               (iii) unless the person exercising the Option has been, at all
     times during the period beginning with the date of the grant of the Option
     and ending on the date of such exercise, employed by or otherwise
     performing services for the Company, or a corporation, or a parent or
     subsidiary of a corporation, substituting or assuming the Option in a
     transaction to which Section 424(a) of the Internal Revenue Code of 1986,
     as amended, or any successor statutory provision thereto (the "Code"), is
     applicable, except that

               (A)   if such person shall cease such employment or performance
             of services by reason of his disability as defined in Paragraph 12
             or early, normal or deferred retirement under an approved
             retirement program of the Company (or such other plan or
             arrangement as may be approved by the Committee, in its discretion,
             for this purpose) while holding an Option which has not expired and
             has not been fully exercised, such person, at any time within three
             years (or such period determined by the Committee) after the date
             he ceased such employment or performance of services (but in no
             event after the Option has expired), may exercise the Option with
             respect to any shares as to which he could have exercised the
             Option on the date he ceased such employment or performance of
             services, or with respect to such greater number of shares as
             determined by the Committee;

               (B)   if any person to whom an Option has been granted shall die
             holding an Option which has not expired and has not been fully
             exercised, his executors, administrators, heirs or distributees, as
             the case may be, may, at any time within one year (or such other
             period determined by the Committee) after the date of death (but in
             no event after the Option has expired), exercise the Option with
             respect to any shares as to which the decedent could have exercised
             the Option at the

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               time of his death, or with respect to such greater number of
               shares as determined by the Committee; or

                    (C) if such person shall cease employment or performance of
               services while holding an Option which has not expired and has
               not been fully exercised, the Committee may determine to allow
               such person at any time within the one year (or three months in
               the case of an Incentive Stock Option) or such other period
               determined by the Committee after the date he ceased such
               employment or performance of services (but in no event after the
               Option has expired), to exercise the Option with respect to any
               shares as to which he could have exercised the Option on the date
               he ceased such employment or performance of services, or with
               respect to such greater number of shares as determined by the
               Committee.

     (e) Unless otherwise determined by the Committee, payment for shares being
acquired under any Option shall be made (i) in cash (including check, bank
draft, money order or wire transfer of immediately available funds), (ii) by
delivery of outstanding Common Shares with a fair market value on the date of
exercise equal to the aggregate exercise price payable with respect to the
Options' exercise, (iii) by simultaneous sale through a broker reasonably
acceptable to the Committee of shares acquired on exercise, as permitted under
Regulation T of the Federal Reserve Board, (iv) by authorizing the Company to
withhold from issuance a number of shares issuable upon exercise of the Options
which, when multiplied by the fair market value of a Common Shares on the date
of exercise, is equal to the aggregate exercise price payable with respect to
the Options so exercised or (v) by any combination of the foregoing. Options may
also be exercised upon payment of the exercise price of the shares to be
acquired by delivery of the optionee's promissory note, but only to the extent
specifically approved by and in accordance with the policies of the Committee.

     In the event a grantee elects to pay the exercise price payable with
respect to an Option pursuant to clause (ii) above, (A) only a whole number of
Common Shares (and not fractional Common Shares) may be tendered in payment, (B)
such grantee must present evidence acceptable to the Company that he or she has
owned any such Common Shares tendered in payment of the exercise price (and that
such tendered Common Shares have not been subject to any substantial risk of
forfeiture) for at least six months prior to the date of exercise, and (C)
Common Shares must be delivered to the Company. Delivery for this purpose may,
at the election of the grantee, be made either by (A) physical delivery of the
certificate(s) for all such Common Shares tendered in payment of the price,
accompanied by duly executed instruments of transfer in a form acceptable to the
Company, or (B) direction to the grantee's broker to transfer, by book entry, of
such Common Shares from a brokerage account of the grantee to a brokerage
account specified by the Company. When payment of the exercise price is made by
delivery of Common Shares, the difference, if any, between the aggregate
exercise price payable with respect to the Option being exercised and the fair
market value of the Common Shares tendered in payment (plus any applicable
taxes) shall be paid in cash. No grantee may tender Common Shares having a fair
market value exceeding the aggregate exercise price payable with respect to the
Option being exercised (plus any applicable taxes).

     In the event a grantee elects to pay the exercise price payable with
respect to an Option pursuant to clause (iv) above, (A) only a whole number of
share(s) (and not fractional shares) may be withheld in payment and (B) such
grantee must present evidence acceptable to the Company that he or she has owned
a number of Common Shares at least equal to the number of shares to be withheld
in payment of the exercise price (and that such owned Common Shares have not
been subject to any substantial risk of forfeiture) for at least six months
prior to the date of exercise. When payment of the exercise price is made by
withholding of shares, the difference, if any, between the aggregate exercise
price payable with respect to the Option being exercised and the fair market
value of the shares withheld in payment (plus any applicable taxes) shall be
paid in cash. No grantee may authorize the withholding of shares having a fair
market value exceeding the aggregate exercise price payable with respect to the
Option being exercised (plus any applicable taxes). Any withheld shares shall no
longer be issuable under such Option (except pursuant to any Reload Option (as
defined below) with respect to any such withheld shares).

     (f) In the case of an Incentive Stock Option, the amount of the aggregate
fair market value of Common Shares (determined at the time of grant of the
Option pursuant to subparagraph 5(a) of the Plan) with respect to which
incentive stock options are exercisable for the first time by an employee during
any calendar year (under all such plans of his employer corporation and its
parent and subsidiary corporations) shall not exceed $100,000.

     (g) It is the intent of the Company that Nonqualified Stock Options granted
under the Plan not be classified as Incentive Stock Options, that the Incentive
Stock Options granted under the Plan be consistent with and contain or be deemed
to contain all provisions required under Section 422 and the other appropriate
provisions of the Code and

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any implementing regulations (and any successor provisions thereof), and that
any ambiguities in construction shall be interpreted in order to effectuate such
intent.

     (h) The Committee may provide (either at the time of grant or exercise of
an Option), in its discretion, for the grant to a grantee who exercises all or
any portion of an Option ("Exercised Options") and who pays all or part of such
exercise price with Common Shares, of an additional Option (a "Reload Option")
for a number of Common Shares equal to the sum (the "Reload Number") of the
number of Common Shares tendered or withheld in payment of such exercise price
for the Exercised Options plus, if so provided by the Committee, the number of
Common Shares, if any, tendered or withheld by the grantee or withheld by the
Company in connection with the exercise of the Exercised Options to satisfy any
federal, state or local tax withholding requirements. The terms of each Reload
Option, including the date of its expiration and the terms and conditions of its
exercisability and transferability, shall be the same as the terms of the
Exercised Option to which it relates, except that (i) the grant date for each
Reload Option shall be the date of exercise of the Exercised Option to which it
relates and (ii) the exercise price for each Reload Option shall be the fair
market value of the Common Shares on the grant date of the Reload Option.

     6. Stock Appreciation Rights. The Committee may grant Stock Appreciation
Rights either alone, or in conjunction with Stock Options, Performance Grants or
other Awards, either at the time of grant or by amendment thereafter. Each Award
of Stock Appreciation Rights granted under the Plan shall be evidenced by an
instrument in such form as the Committee shall prescribe from time to time in
accordance with the Plan and shall comply with the following terms and
conditions, and with such other terms and conditions, including, but not limited
to, restrictions upon the Award of Stock Appreciation Rights or the Common
Shares issuable upon exercise thereof, as the Committee, in its discretion,
shall establish:

     (a) The Committee shall determine the number of Common Shares to be subject
to each Award of Stock Appreciation Rights. The number of Common Shares subject
to an outstanding Award of Stock Appreciation Rights may be reduced on a
share-for-share or other appropriate basis, as determined by the Committee, to
the extent that Common Shares under such Award of Stock Appreciation Rights are
used to calculate the cash, Common Shares, Other Company Securities or property,
or other forms of payment, or any combination thereof, received pursuant to
exercise of an Option attached to such Award of Stock Appreciation Rights, or to
the extent that any other Award granted in conjunction with such Award of Stock
Appreciation Rights is paid.

     (b) The Award of Stock Appreciation Rights may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of, except by will or
the laws of descent and distribution or to a participant's family member (as
defined in General Instruction A.1(a)(5) to Form S-8 under the Securities Act of
1933, as amended, and any successor thereto) by gift or a qualified domestic
relations order (as defined in the Internal Revenue Code of 1986, as amended),
and shall be exercisable during the grantee's lifetime only by him. Unless the
Committee determines otherwise, the Award of Stock Appreciation Rights shall not
be exercisable for at least six months after the date of grant, unless the
grantee ceases employment or performance of services before the expiration of
such six-month period by reason of his disability as defined in Paragraph 12 or
his death.

     (c) The Award of Stock Appreciation Rights shall not be exercisable:

         (i)   in the case of any Award of Stock Appreciation Rights which is
     attached to an Incentive Stock Option granted to a Ten Percent Employee,
     after the expiration of five years from the date it is granted, and, in the
     case of any other Award of Stock Appreciation Rights, after the expiration
     of ten years from the date it is granted. Any Award of Stock Appreciation
     Rights may be exercised during such period only at such time or times and
     in such installments as the Committee may establish;

         (ii)  unless the Option or other Award to which the Award of Stock
     Appreciation Rights is attached is at the time exercisable; and

         (iii) unless the person exercising the Award of Stock Appreciation
     Rights has been, at all times during the period beginning with the date of
     the grant thereof and ending on the date of such exercise, employed by or
     otherwise performing services for the Company, except that

                  (A) if such person shall cease such employment or performance
     of services by reason of his disability as defined in Paragraph 12 or
     early, normal or deferred retirement under an approved retirement program
     of the Company (or such other plan or arrangement as may be approved by the
     Committee, in its discretion, for this purpose) while holding an Award of
     Stock Appreciation Rights which has not expired and

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     has not been fully exercised, such person may, at any time within three
     years (or such other period determined by the Committee) after the date he
     ceased such employment or performance of services (but in no event after
     the Award of Stock Appreciation Rights has expired), exercise the Award of
     Stock Appreciation Rights with respect to any shares as to which he could
     have exercised the Award of Stock Appreciation Rights on the date he ceased
     such employment or performance of services, or with respect to such greater
     number of shares as determined by the Committee; or

           (B) if any person to whom an Award of Stock Appreciation Rights has
     been granted shall die holding an Award of Stock Appreciation Rights which
     has not expired and has not been fully exercised, his executors,
     administrators, heirs or distributees, as the case may be, may at any time
     within one year (or such other period determined by the Committee) after
     the date of death (but in no event after the Award of Stock Appreciation
     Rights has expired), exercise the Award of Stock Appreciation Rights with
     respect to any shares as to which the decedent could have exercised the
     Award of Stock Appreciation Rights at the time of his death, or with
     respect to such greater number of shares as determined by the Committee.

     (d) An Award of Stock Appreciation Rights shall entitle the holder (or any
person entitled to act under the provisions of subparagraph 6(c)(iii)(B) hereof)
to exercise such Award and surrender unexercised the Option (or other Award), if
any, to which the Stock Appreciation Right is attached (or any portion of such
Option or other Award) to the Company and to receive from the Company in
exchange thereof, without payment to the Company, that number of Common Shares
having an aggregate value equal to (or, in the discretion of the Committee, less
than) the excess of the fair market value of one share, at the time of such
exercise, over the exercise price (or Option Price, as the case may be), times
the number of shares subject to the Award or the Option (or other Award), or
portion thereof, which is so exercised or surrendered, as the case may be. The
Committee shall be entitled in its discretion to elect to settle the obligation
arising out of the exercise of a Stock Appreciation Right by the payment of cash
or Other Company Securities or property, or other forms of payment, or any
combination thereof, as determined by the Committee, equal to the aggregate
value of the Common Shares it would otherwise be obligated to deliver. Any such
election by the Committee shall be made as soon as practicable after the receipt
by the Committee of written notice of the exercise of the Stock Appreciation
Right. The value of a Common Share, Other Company Securities or property, or
other forms of payment determined by the Committee for this purpose shall be the
fair market value thereof on the last business day next preceding the date of
the election to exercise the Stock Appreciation Right, unless the Committee, in
its discretion, determines otherwise.

     (e) A Stock Appreciation Right may provide that it shall be deemed to have
been exercised at the close of business on the business day preceding the
expiration date of the Stock Appreciation Right or of the related Option (or
other Award), or such other date as specified by the Committee, if at such time
such Stock Appreciation Right has a positive value. Such deemed exercise shall
be settled or paid in the same manner as a regular exercise thereof as provided
in subparagraph 6(d) hereof.

     (f) No fractional shares may be delivered under this Paragraph 6, but in
lieu thereof a cash or other adjustment shall be made as determined by the
Committee in its discretion.

     7. Restricted Stock. Each Award of Restricted Stock under the Plan shall be
evidenced by an instrument in such form as the Committee shall prescribe from
time to time in accordance with the Plan and shall comply with the following
terms and conditions, and with such other terms and conditions as the Committee,
in its discretion, shall establish:

     (a) The Committee shall determine the number of Common Shares to be issued
to a participant pursuant to the Award, and the extent, if any, to which they
shall be issued in exchange for cash, other consideration, or both.

     (b) Restricted Stock awarded to a participant in accordance with the Award
shall be subject to the following restrictions until the expiration of such
period as the Committee shall determine, from the date on which the Award is
granted (the "Restricted Period"): (i) a participant to whom an award of
Restricted Stock is made shall be issued, but shall not be entitled to the
delivery of a stock certificate, (ii) unless otherwise determined by the
Committee, certificates representing Restricted Stock will be held in escrow by
the Company on the participant's behalf during the Restricted Period and will
bear an appropriate legend specifying the applicable restrictions thereon, and
the participant will be required to execute a blank stock power, (iii) the
Restricted Stock shall not be transferable prior to the end of the Restricted
Period, (iv) the Restricted Stock shall be forfeited and the stock certificate
shall be returned to the Company and all rights of the holder of such Restricted
Stock to such shares and as a shareholder shall terminate without further
obligation on the part of the Company if the participant's continuous employment

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or performance of services for the Company shall terminate for any reason prior
to the end of the Restricted Period, except as otherwise provided in
subparagraph 7(c), and (v) such other restrictions as determined by the
Committee in its discretion.

     (c) If a participant who has been in continuous employment or performance
of services for the Company since the date on which a Restricted Stock Award was
granted to him shall, while in such employment or performance of services, die,
or terminate such employment or performance of services by reason of disability
as defined in Paragraph 12 or by reason of early, normal or deferred retirement
under an approved retirement program of the Company (or such other plan or
arrangement as may be approved by the Committee in its discretion, for this
purpose) and any of such events shall occur after the date on which the Award
was granted to him and prior to the end of the Restricted Period of such Award,
the Committee may determine to cancel any and all restrictions on any or all of
the Common Shares subject to such Award.

     8. Performance Grant. The Award of the Performance Grant ("Performance
Grant") to a participant will entitle him to receive a specified amount
determined by the Committee (the "Actual Value"), if the terms and conditions
specified herein and in the Award are satisfied. Each Award of a Performance
Grant shall be subject to the following terms and conditions, and to such other
terms and conditions, including but not limited to, restrictions upon any cash,
Common Shares, Other Company Securities or property, or other forms of payment,
or any combination thereof, issued in respect of the Performance Grant, as the
Committee, in its discretion, shall establish, and shall be embodied in an
instrument in such form and substance as is determined by the Committee:

        (a) The Committee shall determine the value or range of values of a
     Performance Grant to be awarded to each participant selected for an Award
     and whether or not such a Performance Grant is granted in conjunction with
     an Award of Options, Stock Appreciation Rights, Restricted Stock or other
     Award, or any combination thereof, under the Plan (which may include, but
     need not be limited to, deferred Awards) concurrently or subsequently
     granted to the participant (the "Associated Award"). As determined by the
     Committee, the maximum value of each Performance Grant (the "Maximum
     Value") shall be: (i) an amount fixed by the Committee at the time the
     Award is made or amended thereafter, (ii) an amount which varies from time
     to time based in whole or in part on the then current value of the Common
     Shares, Other Company Securities or property, or other securities or
     property, or any combination thereof or (iii) an amount that is
     determinable from criteria specified by the Committee. Performance Grants
     may be issued in difference classes or series having different names, terms
     and conditions. In the case of a Performance Grant awarded in conjunction
     with an Associated Award, the Performance Grant may be reduced on an
     appropriate basis to the extent that the Associated Award has been
     exercised, paid to or otherwise received by the participant, as determined
     by the Committee.

        (b) The award period ("Award Period") related to any Performance Grant
     shall be a period determined by the Committee. At the time each Award is
     made, the Committee shall establish performance objectives to be attained
     within the Award Period as the means of determining the Actual Value of
     such a Performance Grant. The performance objectives shall be based on such
     measure or measures of performance, which may include, but need not be
     limited to, the performance of the participant, the Company, one or more of
     its subsidiaries or one or more of their divisions or units, or any
     combination of the foregoing, as the Committee shall determine, and may be
     applied on an absolute basis or be relative to industry or other indices,
     or any combination thereof. The Actual Value of a Performance Grant shall
     be equal to its Maximum Value only if the performance objectives are
     attained in full, but the Committee shall specify the manner in which the
     Actual Value of Performance Grants shall be determined if the performance
     objectives are met in part. Such performance measures, the Actual Value or
     the Maximum Value, or any combination thereof, may be adjusted in any
     manner by the Committee in its discretion at any time and from time to time
     during or as soon as practicable after the Award Period, if it determines
     that such performance measures, the Actual Value or the Maximum Value, or
     any combination thereof, are not appropriate under the circumstances.

        (c) The rights of a participant in Performance Grants awarded to him
     shall be provisional and may be canceled or paid in whole or in part, all
     as determined by the Committee, if the participant's continuous employment
     or performance of services for the Company shall terminate for any reason
     prior to the end of the Award Period.

        (d) The Committee shall determine whether the conditions of subparagraph
     8(b) or 8(c) hereof have been met and, if so, shall ascertain the Actual
     Value of the Performance Grants. If the Performance Grants have no Actual
     Value, the Award and such Performance Grants shall be deemed to have been
     canceled and the

                                        7

<PAGE>

     Associated Award, if any, may be canceled or permitted to continue in
     effect in accordance with its terms. If the Performance Grants have any
     Actual Value and:

          (i) were not awarded in conjunction with an Associated Award, the
     Committee shall cause an amount equal to the Actual Value of the
     Performance Grants earned by the participant to be paid to him or his
     beneficiary as provided below; or

          (ii) were awarded in conjunction with an Associated Award, the
     Committee shall determine, in accordance with criteria specified by the
     Committee (A) to cancel the Performance Grants, in which event no amount in
     respect thereof shall be paid to the participant or his beneficiary, and
     the Associated Award may be permitted to continue in effect in accordance
     with its terms, (B) to pay the Actual Value of the Performance Grants to
     the participant or his beneficiary as provided below, in which event the
     Associated Award may be canceled or (C) to pay to the participant or his
     beneficiary as provided below, the Actual Value of only a portion of the
     Performance Grants, in which event all or a portion of the Associated Award
     may be permitted to continue in effect in accordance with its terms or be
     canceled, as determined by the Committee.

     Such determination by the Committee shall be made as promptly as
practicable following the end of the Award Period or upon the earlier
termination of employment or performance of services, or at such other time or
times as the Committee shall determine, and shall be made pursuant to criteria
specified by the Committee.

     Payment of any amount in respect of the Performance Grants which the
Committee determines to pay as provided above shall be made by the Company as
promptly as practicable after the end of the Award Period or at such other time
or times as the Committee shall determine, and may be made in cash, Common
Shares, Other Company Securities or property, or other forms of payment, or any
combination thereof or in such other manner, as determined by the Committee in
its discretion. Notwithstanding anything in this Paragraph 8 to the contrary,
the Committee may, in its discretion, determine and pay out the Actual Value of
the Performance Grants at any time during the Award Period.

     9. Deferral of Compensation. The Committee shall determine whether or not
an Award shall be made in conjunction with deferral of the participant's
salary, bonus or other compensation, or any combination thereof, and whether or
not such deferred amounts may be

        (i)   forfeited to the Company or to other participants or any
     combination thereof, under certain circumstances (which may include, but
     need not be limited to, certain types of termination of employment or
     performance of services for the Company),

        (ii)  subject to increase or decrease in value based upon the attainment
     of or failure to attain, respectively, certain performance measures and/or

        (iii) credited with income equivalents (which may include, but need not
     be limited to, interest, dividends or other rates of return) until the date
     or dates of payment of the Award, if any.

     10. Deferred Payment of Awards. The Committee may specify that the payment
of all or any portion of cash, Common Shares, Other Company Securities or
property, or any other form of payment, or any combination thereof, under an
Award shall be deferred until a later date. Deferrals shall be for such periods
or until the occurrence of such events, and upon such terms, as the Committee
shall determine in its discretion. Deferred payments of Awards may be made by
undertaking to make payment in the future based upon the performance of certain
investment equivalents (which may include, but need not be limited to,
government securities, Common Shares, other securities, property or
consideration, or any combination thereof), together with such additional
amounts of income equivalents (which may be compounded and may include, but need
not be limited to, interest, dividends or other rates of return or any
combination thereof) as may accrue thereon until the date or dates of payment,
such investment equivalents and such additional amounts of income equivalents to
be determined by the Committee in its discretion.

     11. Amendment or Substitution of Awards under the Plan. The terms of any
outstanding Award under the Plan may be amended from time to time by the
Committee in its discretion in any manner that it deems appropriate (including,
but not limited to, acceleration of the date of exercise of any Award and/or
payments thereunder); provided that no such amendment shall adversely affect in
a material manner any right of a participant under the Award without his written
consent, unless the Committee determines in its discretion that there have
occurred or are about to occur significant changes in the participant's
position, duties or responsibilities, or significant changes in

                                        8

<PAGE>

economic, legislative, regulatory, tax, accounting or cost/benefit conditions
which are determined by the Committee in its discretion to have or to be
expected to have a substantial effect on the performance of the Company, or any
subsidiary, affiliate, division or department thereof, on the Plan or on any
Award under the Plan. The Committee may, in its discretion, permit holders of
Awards under the Plan to surrender outstanding Awards in order to exercise or
realize the rights under other Awards, or in exchange for the grant of new
Awards, or require holders of Awards to surrender outstanding Awards as a
condition precedent to the grant of new Awards under the Plan.

     12. Disability. For the purposes of this Plan, a participant shall be
deemed to have terminated his employment or performance of services for the
Company and its Affiliates by reason of disability, if the Committee shall
determine that the physical or mental condition of the participant by reason of
which such employment or performance of services terminated was such at that
time as would entitle him to payment of monthly disability benefits under any
Company disability plan. If the participant is not eligible for benefits under
any disability plan of the Company, he shall be deemed to have terminated such
employment or performance of services by reason of disability if the Committee
shall determine that his physical or mental condition would entitle him to
benefits under any Company disability plan if he were eligible therefor.

     13. Termination of a Participant. For all purposes under the Plan, the
Committee shall determine whether a participant has terminated employment with,
or the performance of services for, the Company.

     14. Dilution and Other Adjustments. In the event of any change in the
outstanding Common Shares of the Company by reason of any stock split, dividend,
split-up, split-off, spin-off, recapitalization, merger, consolidation, rights
offering, reorganization, combination or exchange of shares, a sale by the
Company of all of its assets, any distribution to stockholders other than a
normal cash dividend, or other extraordinary or unusual event, if the Committee
shall determine, in its discretion, that such change equitably requires an
adjustment in the terms of any Award (including, without limitation, the number
and type of consideration subject to any Award), maximum number of awards to any
one participant, or the number of Common Shares available for Awards, such
adjustment may be made by the Committee and shall be final, conclusive and
binding for all purposes of the Plan.

     In the event of the proposed dissolution or liquidation of the Company, all
outstanding Awards shall terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Committee. In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, all restrictions on any
outstanding Awards shall lapse and participants shall be entitled to the full
benefit of all such Awards immediately prior to the closing date of such sale or
merger, unless otherwise provided by the Committee.

     15. Designation of Beneficiary by Participant. A participant may name a
beneficiary to receive any payment to which he may be entitled in respect of any
Award under the Plan in the event of his death, on a written form to be provided
by and filed with the Committee, and in a manner determined by the Committee in
its discretion. The Committee reserves the right to review and approve
beneficiary designations. A participant may change his beneficiary from time to
time in the same manner, unless such participant has made an irrevocable
designation. Any designation of beneficiary under the Plan (to the extent it is
valid and enforceable under applicable law) shall be controlling over any other
disposition, testamentary or otherwise, as determined by the Committee in its
discretion. If no designated beneficiary survives the participant and is living
on the date on which any amount becomes payable to such a participant's
beneficiary, such payment will be made to the legal representatives of the
participant's estate, and the term "beneficiary" as used in the Plan shall be
deemed to include such person or persons. If there are any questions as to the
legal right of any beneficiary to receive a distribution under the Plan, the
Committee in its discretion may determine that the amount in question be paid to
the legal representatives of the estate of the participant, in which event the
Company, the Board and the Committee and the members thereof, will have no
further liability to anyone with respect to such amount.

     16. Financial Assistance. If the Committee determines that such action is
advisable, the Company may assist any person to whom an Award has been granted
in obtaining financing from the Company (or under any program of the Company
approved pursuant to applicable law), or from a bank or other third party, on
such terms as are determined by the Committee, and in such amount as is required
to accomplish the purposes of the Plan, including, but not limited to, to permit
the exercise of an Award, the participation therein, and/or the payment of any
taxes in respect thereof. Such assistance may take any form that the Committee
deems appropriate, including, but not limited to, a direct loan from the
Company, a guarantee of the obligation by the Company, or the maintenance by the
Company of deposits with such bank or third party.

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<PAGE>

     17.  Miscellaneous Provisions.

          (a) No employee or other person shall have any claim or right to be
     granted an Award under the Plan. Determinations made by the Committee under
     the Plan need not be uniform and may be made selectively among eligible
     individuals under the plan, whether or not such eligible individuals are
     similarly situated. Neither the Plan nor any action taken hereunder shall
     be construed as giving any employee or other person any right to continue
     to be employed by or perform services for the Company, and the right to
     terminate the employment of or performance of services by any participants
     at any time and for any reason is specifically reserved.

          (b) No participant or other person shall have any right with respect
     to the Plan, the Common Shares reserved for issuance under the Plan or in
     any Award, contingent or otherwise, until written evidence of the Award
     shall have been delivered to the recipient and all the terms, conditions
     and provisions of the Plan and the Award applicable to such recipient (and
     each person claiming under or through him) have been met.

          (c) Except as may be approved by the Committee, a participant's rights
     and interest under the Plan may not be assigned or transferred,
     hypothecated or encumbered in whole or in part either directly or by
     operation of law or otherwise (except in the event of a participant's
     death) including, but not by way of limitation, execution, levy,
     garnishment, attachment, pledge, bankruptcy or in any other manner;
     provided, however, that any Option or similar right (including, but not
     limited to, a Stock Appreciation Right) offered pursuant to the Plan shall
     not be transferable other than by will or the laws of descent and
     distribution and shall be exercisable during the participant's lifetime
     only by him.

          (d) No Common Shares, Other Company Securities or property, other
     securities or property, or other forms of payment shall be issued hereunder
     with respect to any Award unless counsel for the Company shall be satisfied
     that such issuance will be in compliance with applicable federal, state,
     local and foreign legal, securities exchange and other applicable
     requirements.

          (f) The Company shall have the right to deduct from any payment made

     under the Plan any federal, state, local or foreign income or other taxes
     required by law to be withheld with respect to such payment. It shall be a
     condition to the obligation of the Company to issue Common Shares, Other
     Company Securities or property, other securities or property, or other
     forms of payment, or any combination thereof, upon exercise, settlement or
     payment of any Award under the Plan, that the participant (or any
     beneficiary or person entitled to act) pay to the Company, upon its demand,
     such amount as may be required by the Company for the purpose of satisfying
     any liability to withhold federal, state, local or foreign income or other
     taxes. If the amount requested is not paid, the Company may refuse to issue
     Common Shares, Other Company Securities or property, other securities or
     property, or other forms of payment, or any combination thereof.
     Notwithstanding anything in the Plan to the contrary, the Committee may, in
     its discretion, permit an eligible participant (or any beneficiary or
     person entitled to act) to elect to pay a portion or all of the amount
     requested by the Company for such taxes with respect to such Award, at such
     time and in such manner as the Committee shall deem to be appropriate
     (including, but not limited to, by authorizing the Company to withhold, or
     agreeing to surrender to the Company on or about the date such tax
     liability is determinable, Common Shares, Other Company Securities or
     property, other securities or property, or other forms of payment, or any
     combination thereof, owned by such person or a portion of such forms of
     payment that would otherwise be distributed, or have been distributed, as
     the case may be, pursuant to such Award to such person, having a fair
     market value on the date that the amount of tax to be withheld is
     determined equal to the amount of such taxes). Any election that a
     participant makes shall be irrevocable.

          (g) The expenses of the Plan shall be borne by the Company.

          (h) The Plan shall be unfunded. The Company shall not be required to
     establish any special or separate fund or to make any other segregation of
     assets to assure the payment of any Award under the Plan, and rights to the
     payment of Awards shall be no greater than the rights of the Company's
     general creditors.

          (i) By accepting any Award or other benefit under the Plan, each
     participant and each person claiming under or through him shall be
     conclusively deemed to have indicated his acceptance and ratification of,
     and consent to, any action taken under the Plan by the Company, the Board
     or the Committee or its delegates.

                                       10

<PAGE>

          (j) Fair market value in relation to Common Shares, Other Company
     Securities or property, other securities or property or other forms of
     payment of Awards under the Plan, or any combination thereof, as of any
     specific time shall mean such value as determined by the Committee in
     accordance with applicable law.

          (k) The masculine pronoun includes the feminine and the singular
     includes the plural wherever appropriate.

          (l) The appropriate officers of the Company shall cause to be filed
     any reports, returns or other information regarding Awards hereunder of any
     Common Shares issued pursuant hereto as may be required by Section 13 or
     15(d) of the Exchange Act (or any successor provision) or any other
     applicable statute, rule or regulation.

          (m) The validity, construction, interpretation, administration and
     effect of the Plan, and of its rules and regulations, and rights relating
     to the Plan and to Awards granted under the Plan, shall be governed by the
     substantive laws, but not the choice of law rules, of the State of
     Delaware.

     18. Amendment and Termination of the Plan. The Board of Directors or the
Committee, without the approval of the stockholders, may amend or terminate the
Plan, except that no amendment shall become effective without prior approval of
the stockholders of the Company if stockholder approval would be required by
applicable law or regulations, including if required for continued compliance
with the performance-based compensation exception of Section 162(m) of the Code,
under the provisions of Section 422 of the Code or any successor thereto or by
any listing requirements of the principal stock exchange on which the Common
Stock is then listed.

     19.  Plan Termination.  This Plan shall terminate upon the earlier of the
following dates or events to occur:

          (a) upon the adoption of a resolution of the Board terminating the
     Plan; or

          (b) ten years from the date the Plan is initially approved and adopted
     by the stockholders of the Company; provided, however, that the Board may,
     prior to the expiration of such ten-year period, extend the term of the
     Plan for an additional period of up to five years for the grant of Awards
     other than Incentive Stock Options. No termination of the Plan shall
     materially alter or impair any of the rights or obligations of any person,
     without his consent, under any Award theretofore granted under the Plan,
     except that subsequent to termination of the Plan, the Committee may make
     amendments permitted under Paragraph 11.

                               * * * * * * * * * *

                                       11