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                                                                    EXHIBIT 4.6

                              dj ORTHOPEDICS, INC.
                                2001 OMNIBUS PLAN

1.    PURPOSE OF THE PLAN

      The purpose of the dj Orthopedics, Inc. 2001 Omnibus Plan is to provide a
flexible framework that will permit the Board of Directors of dj Orthopedics,
Inc. to develop and implement a variety of stock-based programs based on
changing needs of the Company, its competitive market, and regulatory climate.

      The Board of Directors and senior management of dj Orthopedics, Inc.
believe it is in the best interest of its stockholders for officers and
employees of the Company to own stock in dj Orthopedics, Inc. and that such
ownership will enhance the Company's ability to attract highly qualified
personnel, strengthen its retention capabilities, enhance the long-term
performance of the Company and its subsidiaries, to vest in Participants a
proprietary interest in the success of the Company and its subsidiaries, and to
provide certain "performance-based compensation" within the meaning of Section
162(m)(4)(C) of the Code.

2.    DEFINITIONS

      As used in the Plan, the following definitions apply to the terms
indicated below:

      (a)   "Account" shall mean an account established in the Participant's
            name to track Stock Awards and/or Stock Purchase Loans to that
            Participant.

      (b)   "Affiliate" shall mean an entity (whether or not incorporated),
            controlling, controlled by or under common control with the Company.

      (c)   "Award" shall mean a Stock Award or Cash Bonus granted pursuant to
            the Plan.

      (d)   "Award Agreement" shall mean an agreement, in such form and
            including such terms as the Committee in its sole discretion shall
            determine, evidencing a Stock Award.

      (e)   "Beneficiary" shall mean upon the employee's death, the employee's
            successors, heirs, executors and administrators, as the case may be.

      (f)   "Board of Directors" shall mean the Board of Directors of dj
            Orthopedics, Inc.

      (g)   "Cash Bonus" shall mean an award of a bonus payable in cash pursuant
            to Section 10 hereof.

      (h)   "Cause" shall mean: (a) the Participant's conviction of any crime
            (whether or not involving the Company) constituting a felony in the
            jurisdiction involved; (b) conduct of the Participant related to the
            Participant's employment for which either criminal or civil
            penalties against the Participant or the Company may be sought; (c)
            material violation of the Company's policies, including, but not
            limited to

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            those relating to sexual harassment, the disclosure or misuse of
            confidential information, or those set forth in Company manuals or
            statements of policy; (d) serious neglect or misconduct in the
            performance of the Participant's duties for the Company or willful
            or repeated failure or refusal to perform such duties.

            Any rights the Company may have hereunder in respect of the events
            giving rise to Cause shall be in addition to the rights the Company
            may have under any other agreement with a Participant or at law or
            in equity. Any determination of whether a Participant's employment
            is (or is deemed to have been) terminated for Cause shall be made by
            the Committee in its sole discretion, which determination shall be
            final and binding on all parties. If, subsequent to a Participant's
            termination of employment (whether voluntary or involuntary) without
            Cause, it is discovered that the Participant's employment could have
            been terminated for Cause, such Participant's employment shall be
            deemed to have been terminated for Cause. A Participant's
            termination of employment for Cause shall be effective as of the
            date of the occurrence of the event giving rise to Cause, regardless
            of when the determination of Cause is made.

      (i)   "Code" shall mean the Internal Revenue Code of 1986, as amended.

      (j)   "Committee" shall mean the Compensation Committee of the Board of
            Directors; PROVIDED, HOWEVER, that the Committee shall at all times
            consist of at least two persons, to the extent such persons exist,
            who are "non-employee directors" within the meaning of Rule 16b-3
            under the Exchange Act and "outside directors" within the meaning of
            Section 162(m) of the Code.

      (k)   "Company" shall mean dj Orthopedics, Inc. or any successor thereto.
            References to the Company also shall include the Company's
            subsidiaries unless the context clearly indicates otherwise.

      (l)   "Company Stock" shall mean the common stock, par value $0.01 per
            share, of the Company.

      (m)   "Disability" shall mean a disability described in Section 422(c)(6)
            of the Code. The existence of a Disability shall be determined by
            the Committee in its absolute discretion.

      (n)   "Exchange Act" shall mean the Securities Exchange Act of 1934, as
            amended from time to time.

      (o)   "Fair Market Value" shall mean, with respect to a share of Company
            Stock on an applicable date:

            (i)   If the principal market for the Company Stock (the "Market")
                  is a national securities exchange or the National Association
                  of Securities Dealers Automated Quotation System ("NASDAQ")
                  National Market, the last sale price or, if no reported sales
                  take place on the applicable date, the average of the high bid
                  and low


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                  asked price of Company Stock as reported for such Market on
                  such date or, if no such quotation is made on such date, on
                  the next preceding day on which there were quotations,
                  provided that such quotations shall have been made within the
                  ten (10) business days preceding the applicable date;

            (ii)  If the Market is the NASDAQ National List, the NASDAQ
                  Supplemental List or another market, the average of the high
                  bid and low asked price for Company Stock on the applicable
                  date, or, if no such quotations shall have been made on such
                  date, on the next preceding day on which there were
                  quotations, provided that such quotations shall have been made
                  within the ten (10) business days preceding the applicable
                  date; or,

            (iii) In the event that neither paragraph (i) nor (ii) shall apply,
                  the Fair Market Value of a share of Company Stock on any day
                  shall be determined in good faith by the Board of Directors in
                  a manner consistently applied.

      (p)   "Immediate Family Members" shall mean a Participant's spouse,
            child(ren), adopted child(ren)and grandchild(ren), whether by the
            whole or the half blood.

      (q)   "Incentive Stock Option" shall mean an Option that is an "incentive
            stock option" within the meaning of Section 422 of the Code and that
            is identified as an Incentive Stock Option in the Award Agreement by
            which it is evidenced.

      (r)   "Issue Date" shall mean the date on which certificates representing
            shares of Company Stock are issued by the Company pursuant to a
            Stock Award granted under this Plan.

      (s)   "1999 Plan" means the dj Orthopedics, Inc. Fifth Amended and
            Restated 1999 Stock Option Plan, as amended from time to time.

      (t)   "1999 Plan Award" shall have the meaning ascribed to it in Section
            3(a)(i) of the Plan.

      (u)   "Non-Qualified Stock Option" shall mean an Option that is not an
            Incentive Stock Option within the meaning of Section 422 of the
            Code.

      (v)   "Option" shall mean an option to purchase shares of Company Stock
            granted pursuant to Section 6 of the Plan.

      (w)   "Other Equity-Based Award" shall mean any right granted pursuant to
            Section 13 of the Plan.

      (x)   "Participant" shall mean an officer, director or employee of the
            Company or other person who is eligible to participate in the Plan
            as set forth in Section 5 and to whom an Award, and/or Stock
            Purchase Loan is granted pursuant to the Plan.


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      (y)   "Person" shall mean a "person," as such term is used in Sections
            13(d) and 14(d) of the Exchange Act.

      (z)   "Performance Award" shall mean any right granted pursuant to Section
            12 of the Plan.

      (aa)  "Plan" shall mean this dj Orthopedics, Inc. 2001 Omnibus Plan, as it
            may be amended from time to time.

      (bb)  "QDRO" shall mean a qualified domestic relations order.

      (cc)  Retirement" means termination of employment from the Company by a
            Participant whose age equals 65 or termination by a Participant
            whose age added to his/her years of service together equal 65.

      (dd)  "Restoration Option" shall mean an Option that is granted by the
            Committee pursuant to Section 6(e) hereof.

      (ee)  Restricted Stock" shall mean a share of Company Stock that is
            granted pursuant to the terms of Section 8 hereof and that is
            subject to the restrictions set forth in Section 8(c) hereof for so
            long as such restrictions continue to apply to such share.

      (ff)  "Restricted Stock Award" means any right granted under Section 8 of
            the Plan.

      (gg)  "Restricted Stock Unit" shall mean any unit granted under Section 8
            of the Plan.

      (hh)  "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or
            any successor rule or regulation thereto.

      (ii)  "SAR" shall mean a Stock Appreciation Right which shall mean the
            right to receive in cash the Fair Market Value of a share of Company
            Stock, which right is granted pursuant to Section 7 hereof and
            subject to the terms and conditions contained therein.

      (jj)  "Section 162(m) Participant" shall mean, for a given fiscal year of
            the Company, any Participant designated by the Committee, no later
            than 90 days following the start of such year, as a Participant (or
            such other time as may be required or permitted by Section 162(m) of
            the Code) whose compensation for such fiscal year or a future fiscal
            year may be subject to the limit on deductible compensation imposed
            by Section 162(m).

      (kk)  "Securities Act" shall mean the Securities Act of 1933, as amended
            from time to time.

      (ll)  "Stock Award" shall mean an Option, SAR, share of Restricted Stock,
            Restricted Stock Unit, Stock Bonus, , Performance Award, or Other
            Equity-Based Award granted pursuant to the terms of the Plan.


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      (mm)  "Stock Bonus" shall mean a grant of a bonus payable in shares of
            Company Stock pursuant to Section 9 hereof.

      (nn)  "Stock Purchase Loan" or "Loan" shall mean a recourse loan to a
            Participant made pursuant to Section 11 of the Plan.

      (oo)  "Subsidiary" shall mean a company (whether a corporation,
            partnership, joint venture, limited liability company or other form
            of entity) in which the Company, or a company (whether a
            corporation, partnership, joint venture, limited liability company
            or other form of entity) in which the Company owns a majority of the
            shares of capital stock or other equity interests, directly or
            indirectly, owns an equity interest of fifty percent (50%) or more,
            and shall have the same meaning as the term "Subsidiary Corporation"
            as defined in Section 424(f) of the Code.

      (pp)  "Vesting Date" shall mean the date established by the Committee on
            which a Participant has the ability to acquire all or a portion of a
            Stock Award, or the date upon which any restrictions on a Stock
            Award grant shall lapse.

3.    STOCK SUBJECT TO THE PLAN

      (a)   PLAN LIMIT

      Subject to adjustment as provided in Section 15 hereof, the Committee may
grant Stock Awards hereunder with respect to shares of Company Stock that in the
aggregate do not exceed 3,800,000 shares plus such number of additional shares
of Company Stock as is hereinafter provided in clauses (i), (ii), (iii) and (iv)
of this Section 3(a). The grant of a SAR shall not reduce the number of shares
of Company Stock with respect to which Stock Awards may be granted pursuant to
the Plan. In addition:

            (i)   if after the effective date of the Plan, any shares of Company
                  Stock covered by a Stock Award granted under this Plan or an
                  award (a "1999 Plan Award") granted under the 1999 Plan, or to
                  which a Stock Award or a 1999 Plan Award relates, are
                  forfeited, or if such a Stock Award or a 1999 Plan Award is
                  settled for cash or otherwise terminates or is cancelled
                  without delivery of shares of Company Stock, then the shares
                  of Company Stock covered by such Stock Award or 1999 Plan
                  Award, or to which such Stock Award or 1999 Plan Award
                  relates, or the number of shares of Company Stock otherwise
                  counted against the aggregate number of shares of Company
                  Stock with respect to which Stock Awards may be granted
                  hereunder, to the extent of any such settlement, forfeiture,
                  termination or cancellation, shall again be, or shall become,
                  shares with respect to which Stock Awards my be granted under
                  this Plan;

            (ii)  any shares of Company Stock (x) available for issuance under
                  the 1999 Plan which are not subject to issuance upon exercise
                  of


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                  outstanding options granted under the 1999 Plan on or prior to
                  the effective date of this Plan shall no longer be available
                  for issuance under the 1999 Plan but shall be available for
                  issuance under this Plan, (y) constituting the unexercised
                  portion of any 1999 Plan Awards which terminate, expire or are
                  cancelled on or after the effective date of this Plan without
                  having been fully exercised or are settled for cash without
                  the delivery of shares of Company Stock shall no longer be
                  available for issuance under the 1999 Plan, but shall be
                  available for issuance under this Plan as provided in clause
                  (i) above, and (z) issued under the 1999 Plan and forfeited or
                  repurchased by the Company on or after the effective date of
                  this Plan shall no longer be available for issuance under the
                  1999 Plan, but shall be available for issuance under this Plan
                  as provided in clause (i) above (but in the case of any such
                  repurchased share, only if such share is repurchased for
                  consideration not greater than the purchase price for such
                  share specified in the applicable 1999 Plan Award);

            (iii) in the event that any Stock Award granted under this Plan or
                  the 1999 Plan is exercised in whole or in part through the
                  delivery of shares of Company Stock, the number of shares of
                  Company Stock available for Stock Awards under this Plan shall
                  be increased by the number of shares of Company Stock
                  surrendered, to the extent permissible under Rule 16b-3; and

            (iv)  the number of shares of Company Stock available for issuance
                  under the Plan shall automatically increase on January 1 of
                  each calendar year during the term of the Plan, beginning with
                  the 2003 calendar year, by an amount equal to three percent
                  (3%) of the shares of Company Stock outstanding on December 31
                  of the immediately preceding calendar year.

Shares of Company Stock issued under the Plan may be either newly issued shares
or treasury shares, at the discretion of the Committee.

      (b)   ANNUAL INDIVIDUAL LIMIT; LIMIT ON INCENTIVE STOCK OPTIONS

      Subject to adjustment as provided in Section 3(c) hereof, the Committee
shall not grant any one Participant, in any one calendar year, Stock Awards
hereunder with respect to more than 300,000 shares of Company Stock, which limit
shall include any shares represented by a Stock Award that has been cancelled.
Such Stock Awards may be made up entirely of any one type of Stock Award or any
combination of types of Stock Awards available under the Plan, in the
Committee's sole discretion. The grant of a SAR shall not reduce the number of
shares of Company Stock with respect to which Stock Awards may be granted to any
Participant pursuant to the Plan.


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      Subject to adjustment as provided in Section 3(c), the number of shares of
Company Stock in respect of which Incentive Stock Options may be granted under
the Plan shall not exceed 1,000,000 shares of Company Stock.

      (c) ADJUSTMENTS. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, shares of Company
Stock, other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of shares of Company Stock or other
securities of the Company, issuance of warrants or other rights to purchase
shares of Company Stock or other securities of the Company, or other similar
corporate transaction or event affects the shares of Company Stock such that an
adjustment is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under this Plan, then the Committee shall, in such manner as it
may deem equitable, adjust any or all of (i) the number of shares of Company
Stock or other securities of the Company (or number and kind of other securities
or property) with respect to which Stock Awards may be granted under this Plan,
(ii) the number of shares of Company Stock or other securities of the Company
(or number and kind of other securities or property) subject to outstanding
Stock Awards, and (iii) the grant or exercise price with respect to any Stock
Award or, if deemed appropriate, make provision for a cash payment to the holder
of an outstanding Stock Award; PROVIDED, in each case, that with respect to
Stock Awards of Incentive Stock Options, no such adjustment shall be authorized
to the extent that such adjustment would cause the Plan to violate Section
422(b)(1) of the Code, as from time to time amended.

4.    ADMINISTRATION OF THE PLAN

      (a)   The Plan shall be administered by the Committee. The Committee shall
            from time to time develop and implement specific stock-based plans
            that are consistent with the intent and specific terms of the
            framework created by this Plan. The Committee shall have full
            authority to administer the Plan, including authority to designate
            the individuals who shall be granted Awards and Loans and the amount
            and type of such Awards or Loans, interpret and construe any
            provision of the Plan and the terms of any Stock Award issued under
            it, to adopt such rules and regulations for administering the Plan
            as it may deem necessary or appropriate, and to delegate such
            administrative responsibilities as it deems appropriate, PROVIDED,
            HOWEVER, that the Committee shall retain the responsibility to
            designate the Award or Loan recipients and the amount and type of
            such Stock Awards, Loans and the terms thereof. Decisions of the
            Committee shall be final and binding on all parties. The Committee's
            determinations under the Plan may, but need not, be uniform and may
            be made on a Participant-by-Participant basis (whether or not two or
            more Participants are similarly situated).

      (b)   The Committee may, in its absolute discretion, without amendment to
            the Plan, (i) accelerate the date on which any Option or SAR granted
            under the Plan becomes exercisable or otherwise adjust any of the
            terms of such Option or SAR (except that no such adjustment shall,
            without the consent of a Participant, reduce the Participant's
            rights under any previously granted and outstanding Stock Award


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            unless the Committee determines that such adjustment is necessary or
            appropriate to prevent such Stock Award from constituting
            "applicable employee remuneration" within the meaning of Section
            162(m) of the Code), and (ii) accelerate the Vesting Date or Issue
            Date, or waive any condition imposed hereunder, with respect to any
            Stock Award granted under the Plan.

      (c)   Whether an authorized leave of absence, or absence in military or
            government service, shall constitute termination of employment shall
            be determined by the Committee in its absolute discretion, subject
            to applicable law.

      (d)   No member of the Committee shall be liable for any action, omission,
            or determination relating to the Plan, and the Company shall
            indemnify and hold harmless each member of the Committee and each
            other director or employee of the Company to whom any duty or power
            relating to the administration or interpretation of the Plan has
            been delegated against any cost or expense (including counsel fees)
            or liability (including any sum paid in settlement of a claim with
            the approval of the Committee) arising out of any action, omission
            or determination relating to the Plan, unless, in either case, such
            action, omission or determination was taken or made by such member,
            director or employee in bad faith and without reasonable belief that
            it was in the best interests of the Company.



5.    ELIGIBILITY

      All directors, officers and salaried employees of the Company and its
Subsidiaries (including employees who are also directors and prospective
salaried employees conditioned on their becoming salaried employees), and such
consultants and advisors to the Company and its Subsidiaries shall be eligible
to receive Stock Awards pursuant to the Plan. The Committee shall have full and
complete discretion to determine which of such eligible persons shall be granted
an Award and/or Stock Purchase Loan under the Plan.

6.    STOCK OPTIONS

      The Committee may grant Options pursuant to the Plan, and, subject to the
terms of this Plan, shall have the sole and complete authority to determine the
Participants to whom Options shall be granted, the number of shares of the
Company Stock to be covered by each Option, the exercise price therefor and the
conditions and limitations applicable to the exercise of the Option. Each Option
shall be evidenced by an Award Agreement in such form and including such terms
as the Committee shall from time to time approve. Except as otherwise provided
in this Section 6, Options shall comply with, and be subject to, the following
terms and conditions:

      (a)   IDENTIFICATION OF OPTIONS

      Each Option granted under the Plan shall be clearly identified in the
applicable Award Agreement as either an Incentive Stock Option or as a
Non-Qualified Stock Option. In the absence of such identification, an Option
shall be deemed to be a Non-Qualified Stock Option.


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      (b)   EXERCISE PRICE

      The exercise price-per-share of any Option granted under the Plan shall be
such price as the Committee shall determine which shall not be less than 100% of
the Fair Market Value of a share of Company Stock on the date on which such
Option is granted, except as permitted in connection with the issuance of
Options in a transaction to which Section 424(a) of the Code applies, or to the
extent any compensation payable in respect of an Option is intended to qualify
as performance-based compensation under Section 162(m)(4)(C) of the Code.

      (c)   TERM AND EXERCISE OF OPTIONS

            (1)   Unless otherwise provided by the Committee and set forth in
                  the applicable Award Agreement and subject to Section 6(f)
                  hereof, each Option shall first be exercisable with respect to
                  a number of shares of Company Stock as close as possible to
                  1/4 of the shares of Company Stock subject to such Option on
                  each of the first, second, third, and fourth anniversaries of
                  the date such Option is granted, and shall remain exercisable
                  until the expiration of ten (10) years from the date such
                  Option was granted; PROVIDED, HOWEVER, that each Option shall
                  be subject to earlier termination, expiration or cancellation
                  as provided in the Plan or as determined by the Committee.

            (2)   Each Option shall be exercisable in whole or in part;
                  PROVIDED, HOWEVER, that no partial exercise of an Option shall
                  be for an aggregate exercise price of less than $1,000 unless
                  such partial exercise represents the entire unexercised
                  portion of the Option or the entire portion of the Option that
                  is then exercisable. The partial exercise of an Option shall
                  not cause the expiration, termination or cancellation of the
                  remaining portion thereof. Upon the partial exercise of an
                  Option, the Award Agreement evidencing such Option and any
                  related SARs, marked with such notations as the Committee may
                  deem appropriate to evidence such partial exercise, shall be
                  returned to the Participant exercising such Option, together
                  with the delivery of the certificates described in Section
                  6(c)(5) hereof.

            (3)   An Option shall be exercised by delivering notice to the
                  Company's principal office, to the attention of its Secretary,
                  no less than five business days in advance of the effective
                  date of the proposed exercise. Such notice shall be
                  accompanied by the Award Agreement or Agreements evidencing
                  the Option or Options and any related SARs, shall specify the
                  number of shares of Company Stock with respect to which the
                  Option is being exercised and the effective date of the
                  proposed exercise and shall be signed by the Participant. The
                  Participant may withdraw such notice at any time prior to the
                  close of business on the business day immediately preceding
                  the effective date of the proposed exercise, in which case
                  such Award Agreement or Agreements shall be returned to him.
                  Payment for shares of Company Stock purchased upon the
                  exercise of an Option shall be made on the effective date of
                  such exercise either:


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                  (i)   in cash, by personal check, certified check, bank
                        cashier's check or wire transfer to an account
                        designated by the Company; or

                  (ii)  unless provided otherwise in the applicable Award
                        Agreement, in shares of Company Stock owned by the
                        Participant which are not subject to any pledge or other
                        security interest (which, if acquired pursuant to the
                        exercise of a stock option granted under this Plan or
                        any other employee benefit plan of the Company, were
                        acquired at least six months prior to the option
                        exercise date) and valued at their Fair Market Value on
                        the effective date of such exercise, or partly in shares
                        of Company Stock with the balance in cash, by certified
                        check, personal check bank cashier's check or wire
                        transfer; or

                  (iii) unless provided otherwise in the applicable Award
                        Agreement, pursuant to procedures adopted by the
                        Committee whereby the Participant, by a proper written
                        notice, shall direct (A) an immediate market sale or
                        margin loan respecting all or a part of the shares of
                        Company Stock to which the Participant is entitled upon
                        exercise, (B) the delivery of the shares of Company
                        Stock from the Company directly to the brokerage firm,
                        and (C) the delivery of the exercise price from the sale
                        or margin loan proceeds from the brokerage firm directly
                        to the Company; or

                  (iv)  at the discretion of the Committee and to the extent
                        permitted by law, by such other method of payment as the
                        Committee may from time to time prescribe.

      Any payment in shares of Company Stock shall be effected by the delivery
of such shares to the Secretary of the Company, duly endorsed in blank or
accompanied by stock powers duly executed in blank, together with any other
documents and evidences as the Secretary of the Company shall require from time
to time.

            (4)   The Company may, in the sole discretion of the Committee, make
                  Stock Purchase Loans to individual Participants in such
                  amounts and on such terms as may be approved by the Committee,
                  for the purpose of financing the exercise price of an Option,
                  provided that any such Loan shall be made with full recourse
                  to such Participant, shall be secured by the Company Stock
                  received by such Participant upon exercise or other readily
                  marketable securities approved by the Committee, and shall
                  bear an interest rate established by the Company which
                  interest rate shall not be less than the rate sufficient to
                  avoid imputed income under applicable provisions of the Code.

            (5)   Certificates for shares of Company Stock purchased upon the
                  exercise of an Option shall be issued in the name of the
                  Participant or his or her Beneficiary (or permitted
                  transferee), as the case may be, and delivered to


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                  the Participant or his or her Beneficiary (or permitted
                  transferee), as the case may be, as soon as practicable
                  following the effective date on which the Option is exercised.

            (6)   Except as otherwise provided in an applicable Award Agreement,
                  during the lifetime of a Participant each Option granted to a
                  Participant shall be exercisable only by the Participant and
                  no Option shall be assignable or transferable otherwise than
                  by will or by the laws of descent and distribution or pursuant
                  to a QDRO (provided that, in the case of an Incentive Stock
                  Option, Section 422 of the Code does not prohibit such a
                  transfer). The Committee may at its sole discretion on a
                  case-by-case basis, in any applicable Award Agreement
                  evidencing an Option (other than, to the extent inconsistent
                  with the requirements of Section 422 of the Code, an Incentive
                  Stock Option), permit a Participant to transfer all or some of
                  the Options to (i) the Participant's Immediate Family Members,
                  or (ii) a trust or trusts for the exclusive benefit of such
                  Immediate Family Members. Following any such transfer, any
                  transferred Options shall continue to be subject to the same
                  terms and conditions as were applicable immediately prior to
                  the transfer.

      (d)   LIMITATIONS ON GRANT OF INCENTIVE STOCK OPTIONS

            (1)   To the extent that the aggregate Fair Market Value (determined
                  as of the time the option is granted) of any shares of Company
                  Stock with respect to which Incentive Stock Options granted
                  under this Plan and all other plans of the Company (and any
                  plans of any "Subsidiary Corporation" or "parent corporation"
                  of the Company within the meaning of Section 424 of the Code)
                  are first exercisable by any Participant during any calendar
                  year shall exceed the maximum limit, if any, imposed from time
                  to time under section 422 of the Code, such Options in excess
                  of such limit shall be treated as Non-Qualified Stock Options.
                  In such an event, the determination of which Options shall
                  remain Incentive Stock Options and which shall be treated as
                  Non-Qualified Stock Options shall be based on the order in
                  which such Options were granted. All other terms and
                  provisions of such Options that are deemed to be Non-Qualified
                  Stock Options shall remain unchanged.

            (2)   No Incentive Stock Option may be granted to an individual if,
                  at the time of the proposed grant, such individual owns stock
                  possessing more than ten percent (10%) of the total combined
                  voting power of all classes of stock of the Company or any of
                  its "Subsidiary Corporations" (within the meaning of Section
                  424 of the Code), unless (i) the exercise price of such
                  Incentive Stock Option is at least one hundred ten percent
                  (110%) of the Fair Market Value of a share of Company Stock at
                  the time such Incentive Stock Option is granted and (ii) such
                  Incentive Stock Option is not exercisable after the expiration
                  of five years from the date such Incentive Stock Option is
                  granted.


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      (e)   RESTORATION OPTIONS

                  In the event that any Participant delivers shares of Company
                  Stock in payment of the exercise price of any Option granted
                  hereunder in accordance with Section 6(c) hereof or under the
                  1999 Plan in accordance with terms thereof, the Committee
                  shall have the authority to grant or provide for the automatic
                  grant of a Restoration Option to such Participant. The grant
                  of a Restoration Option shall be subject to the satisfaction
                  of such conditions or criteria as the Committee in its sole
                  discretion shall establish from time to time. A Restoration
                  Option shall entitle the holder thereof to purchase a number
                  of shares of Company Stock equal to the number of such shares
                  of Company Stock so delivered upon exercise of the original
                  option and, in the discretion of the Committee, the number of
                  shares of Company Stock, if any, tendered to the Company to
                  satisfy any withholding tax liability arising in connection
                  with the exercise of the original option. A Restoration Option
                  shall have a per share exercise price of not less than 100% of
                  the per share Fair Market Value on the date of grant of such
                  Restoration Option and shall be subject to such other terms
                  and conditions as the Committee in its sole discretion shall
                  determine.

      (f)   EFFECT OF TERMINATION OF EMPLOYMENT

            (1)   Unless otherwise provided in an applicable Award Agreement, in
                  the event that the employment of a Participant with the
                  Company shall terminate for any reason other than Retirement,
                  Cause, Disability or death (i) Options granted to such
                  Participant, to the extent that they were exercisable at the
                  time of such termination, shall remain exercisable until the
                  expiration of 90 days after such termination, on which date
                  they shall expire, and (ii) Options granted to such
                  Participant, to the extent that they were not exercisable at
                  the time of such termination, shall expire at the close of
                  business on the date of such termination; PROVIDED, HOWEVER,
                  that no Option shall be exercisable after the expiration of
                  its term.

            (2)   Unless otherwise provided in an applicable Award Agreement, in
                  the event that the employment of a Participant with the
                  Company shall terminate on account of the death of the
                  Participant, (i) Options granted to such Participant, to the
                  extent that they were exercisable at the time of such
                  termination, shall remain exercisable until the expiration of
                  one year after such termination, on which date they shall
                  expire; and (ii) Options granted to such Participant, to the
                  extent they were not exercisable at the time of such
                  termination, shall expire at the close of business on the date
                  of such termination; PROVIDED, HOWEVER, that no Option shall
                  be exercisable after the expiration of its term.

            (3)   Unless otherwise provided in an applicable Award Agreement, in
                  the event that the employment of a Participant with the
                  Company shall


                                      -12-
<Page>

                  terminate on account of the Disability or Retirement of the
                  Participant, (i) Options granted to such Participant, to the
                  extent that they were exercisable at the time of such
                  termination, shall remain exercisable until the expiration of
                  one year after such termination, on which date they shall
                  expire; and (ii) Options granted to such Participant, to the
                  extent they were not exercisable at the time of such
                  termination, shall expire at the close of business on the date
                  of such termination; PROVIDED, HOWEVER, that no Option shall
                  be exercisable after the expiration of its term.

            (4)   In the event of the termination of a Participant's employment
                  for Cause, all outstanding Options granted to such Participant
                  shall expire at the commencement of business on the effective
                  date of such termination (or deemed termination in accordance
                  with Section 2(h)).


7.    STOCK APPRECIATION RIGHTS (SARS)

      The Committee may grant SARs pursuant to the Plan and, subject to the
provisions of the Plan, the Committee shall have sole and complete authority to
determine the Participants to whom SARs shall be granted, the number of shares
of Company Stock to be covered by each SAR, the grant price thereof and the
conditions and limitations applicable to the exercise thereof. SARs may be
granted in tandem with another Stock Award, in addition to another Stock Award,
or freestanding and unrelated to another Stock Award. SARs granted in tandem
with or in addition to a Stock Award may be granted either at the same time as
the other Stock Award or at a later time. SARs shall be evidenced by Award
Agreements in such form as the Committee shall from time to time approve. SARs
shall comply with and be subject to the following terms and conditions:

      (a)   EXERCISE PRICE

      The exercise price of any SAR granted under the Plan shall be determined
by the Committee at the time of the grant of such SAR. SARs shall have an
exercise price of not less than 100% of the Fair Market Value of the shares of
Company Stock to which such SARs relate on the date of grant or, in the case of
a SAR granted in tandem with or in addition to another Stock Award, on the date
of grant of such related Stock Award.

      (b)   BENEFIT UPON EXERCISE

            (1)   The exercise of a SAR with respect to any number of shares of
                  Company Stock shall entitle a Participant to a cash payment,
                  for each such share, equal to the excess of (i) the Fair
                  Market Value of a share of Company Stock on the exercise date
                  over (ii) the exercise price of the SAR.

            (2)   All payments under this Section 7(b) shall be made as soon as
                  practicable, but in no event later than five business days,
                  after the effective date of the exercise of the SAR.


                                      -13-
<Page>

      (c)   TERM AND EXERCISE OF SARS

            (1)   Each SAR shall be exercisable on such date or dates, during
                  such period and for such number of shares of Company Stock as
                  shall be determined by the Committee and set forth in the
                  Award Agreement evidencing such SAR; PROVIDED, HOWEVER, that
                  no SAR shall be exercisable after the expiration of ten years
                  from the date such SAR was granted; and, PROVIDED, FURTHER,
                  that each SAR shall be subject to earlier termination,
                  expiration or cancellation as provided in the Plan or as
                  determined by the Committee.

            (2)   Each SAR may be exercised in whole or in part; PROVIDED,
                  HOWEVER, that no partial exercise of a SAR shall be for an
                  aggregate exercise price of less than $1,000 unless such
                  partial exercise represents the entire unexercised portion of
                  the SAR or the entire portion of the SAR that is then
                  exercisable. The partial exercise of a SAR shall not cause the
                  expiration, termination or cancellation of the remaining
                  portion thereof. Upon the partial exercise of a SAR, the Award
                  Agreement evidencing such SAR, marked with such notations as
                  the Committee may deem appropriate to evidence such partial
                  exercise, shall be returned to the Participant exercising such
                  SAR, together with the payment described in Section 7(b)(1) or
                  7(b)(2) hereof.

            (3)   A SAR shall be exercised by delivering notice to the Company's
                  principal office, to the attention of its Secretary, no less
                  than five business days in advance of the effective date of
                  the proposed exercise. Such notice shall be accompanied by the
                  applicable Award Agreement evidencing the SAR, shall specify
                  the number of shares of Company Stock with respect to which
                  the SAR is being exercised and the effective date of the
                  proposed exercise, and shall be signed by the Participant. The
                  Participant may withdraw such notice at any time prior to the
                  close of business on the business day immediately preceding
                  the effective date of the proposed exercise, in which case the
                  Award Agreement or Agreements evidencing the SAR shall be
                  returned to him.

            (4)   Except as otherwise provided in an applicable Award Agreement,
                  during the lifetime of a Participant, each SAR granted to a
                  Participant shall be exercisable only by the Participant and
                  no SAR shall be assignable or transferable otherwise than by
                  will or by the laws of descent and distribution or pursuant to
                  a QDRO. The Committee may, at its sole discretion on a
                  case-by-case basis, in any applicable Award Agreement
                  evidencing a SAR, permit a Participant to transfer all or some
                  of the SAR to (i) the Participant's Immediate Family Members,
                  or (ii) a trust or trusts for the exclusive benefit of such
                  Immediate Family Members. Following any such transfer, any
                  transferred SARs shall continue to be subject to the same
                  terms and conditions as were applicable immediately prior to
                  the transfer.


                                      -14-
<Page>

      (d)   EFFECT OF TERMINATION OF EMPLOYMENT

            (1)   Unless otherwise provided in an applicable Award Agreement, in
                  the event that the employment of a Participant with the
                  Company shall terminate for any reason other than Retirement,
                  Cause, Disability or death (i) SARs granted to such
                  Participant, to the extent that they were exercisable at the
                  time of such termination, shall remain exercisable until the
                  expiration of 90 days after such termination, on which date
                  they shall expire, and (ii) SARs granted to such Participant,
                  to the extent that they were not exercisable at the time of
                  such termination, shall expire at the close of business on the
                  date of such termination; PROVIDED, HOWEVER, that no SAR shall
                  be exercisable after the expiration of its term.

            (2)   Unless otherwise provided in an applicable Award Agreement, in
                  the event that the employment of a Participant with the
                  Company shall terminate on account of the death of the
                  Participant (i) SARs granted to such Participant, to the
                  extent that they were exercisable at the time of such
                  termination, shall remain exercisable until the expiration of
                  one year after such termination, on which date they shall
                  expire, and (ii) SARs granted to such Participant, to the
                  extent that they were not exercisable at the time of such
                  termination, shall expire at the close of business on the date
                  of such termination; PROVIDED, HOWEVER, that no SAR shall be
                  exercisable after the expiration of its term.

            (3)   Unless otherwise provided in an applicable Award Agreement, in
                  the event that the employment of a Participant with the
                  Company shall terminate on account of the Retirement or
                  Disability of the Participant (i) SARs granted to such
                  Participant, to the extent that they were exercisable at the
                  time of such termination, shall remain exercisable until the
                  expiration of one year after such termination, on which date
                  they shall expire, and (ii) SARs granted to such Participant,
                  to the extent that they were not exercisable at the time of
                  such termination, shall expire at the close of business on the
                  date of such termination; PROVIDED, HOWEVER, that no SAR shall
                  be exercisable after the expiration of its term.

            (4)   In the event of the termination of a Participant's employment
                  for Cause, all outstanding SARs granted to such Participant
                  shall expire at the commencement of business on the effective
                  date of such termination (or deemed termination in accordance
                  with Section 2(h)).


8.    RESTRICTED STOCK/UNITS

      The Committee may grant shares of Restricted Stock or Restricted Stock
Units pursuant to the Plan and, subject to the provisions of the Plan, the
Committee shall have sole and complete authority to determine the Participants
to whom shares of Restricted Stock and Restricted Stock Units shall be granted,
the number of shares of Restricted Stock and/or the number of Restricted


                                      -15-
<Page>

Stock Units to be granted to each Participant, the duration of the period during
which, and the conditions under which, the Restricted Stock and Restricted Stock
Units may be forfeited to the Company, and the other terms and conditions of
such Stock Awards. Each grant of shares of Restricted Stock or grant of
Restricted Stock Units shall be evidenced by an Award Agreement in such form and
containing such terms and conditions and subject to such agreements or
understandings as the Committee shall from time to time approve. Each grant of
shares of Restricted Stock shall comply with and be subject to the following
terms and conditions:

      (a)   ISSUE DATE AND VESTING DATE

      At the time of the grant of shares of Restricted Stock or Restricted Stock
Units, the Committee shall establish an Issue Date or Issue Dates and a Vesting
Date or Vesting Dates with respect to such shares or units. The Committee may
divide such shares or units into classes and assign a different Issue Date
and/or Vesting Date for each class. Except as provided in Sections 8(c) and 8(g)
hereof, upon the occurrence of the Issue Date with respect to a share of
Restricted Stock, a share of Restricted Stock shall be issued in accordance with
the provisions of Section 9(d) hereof. Provided that all conditions to the
vesting of a share of Restricted Stock or Restricted Stock Units imposed
pursuant to Section 8(b) hereof are satisfied, and except as provided in
Sections 8(c) and 8(g) hereof, upon the occurrence of the Vesting Date with
respect to a share of Restricted Stock or Restricted Stock Units, such share or
unit shall vest and the restrictions of Section 8(c) hereof shall cease to apply
to such share.

      (b)   CONDITIONS TO VESTING

      At the time of the grant of shares of Restricted Stock or Restricted Stock
Units, the Committee may impose such restrictions or conditions, not
inconsistent with the provisions hereof, to the vesting of such shares or units
as it, in its absolute discretion, deems appropriate. By way of example and not
by way of limitation, the Committee may require, as a condition to the vesting
of any class or classes of shares of Restricted Stock, that the Participant or
the Company achieve such performance criteria including, but not limited to, the
period of active service as the Committee may specify at the time of the grant
of such shares or units or the Company's achievement of such performance
criteria as the Committee may require.

      (c) RESTRICTIONS ON TRANSFER PRIOR TO VESTING

      Prior to the vesting of a share of Restricted Stock or Restricted Stock
Units, no transfer of a Participant's rights with respect to such share or unit,
whether voluntary or involuntary, by operation of law or otherwise, shall vest
the transferee with any interest or right in or with respect to such share or
unit, but immediately upon any attempt to transfer such rights, such share or
unit, and all of the rights related thereto, shall be forfeited by the
Participant and the transfer shall be of no force or effect.

      (d) PAYMENT

      Each Restricted Stock Unit shall have a value equal to 100% of the Fair
Market Value of a share of Company Stock. Restricted Stock Units shall be paid
in cash, shares of Company Stock, other securities or other property, as
determined in the sole discretion of the Committee, upon the lapse of the
restrictions applicable thereto, or otherwise in accordance with the


                                      -16-
<Page>

applicable Award Agreement. Cash dividends paid on any shares of Restricted
Stock may be paid directly to the Participant, or may be reinvested in
additional shares of Restricted Stock or in additional Restricted Stock Units,
as determined by the Committee in its sole discretion.

      (e)   ISSUANCE OF CERTIFICATES

            (1)   Except as provided in Sections 8(c) or 8(g) hereof, reasonably
                  promptly after the Issue Date with respect to shares of
                  Restricted Stock, the Company shall cause to be issued a stock
                  certificate, registered in the name of the Participant to whom
                  such shares were granted, evidencing such shares; PROVIDED,
                  that the Company shall not cause to be issued such a stock
                  certificate unless it has received a stock power duly endorsed
                  in blank with respect to such shares. Each such stock
                  certificate shall bear the following legend:

                        The transferability of this certificate and the shares
                        of stock represented hereby are subject to the
                        restrictions, terms and conditions (including forfeiture
                        provisions and restrictions against transfer) contained
                        in the dj Orthopedics, Inc. 2001 Omnibus Plan and an
                        Agreement entered into between the registered owner of
                        such shares and dj Orthopedics, Inc. A copy of the Plan
                        and Agreement is on file in the office of the Secretary
                        of dj Orthopedics, Inc., 2985 Scott Street, Vista, CA
                        92083.

                  Such legend shall not be removed from the certificate
                  evidencing such shares until such shares vest pursuant to the
                  terms hereof.

            (2)   Each certificate issued pursuant to Section 8(e)(1) hereof,
                  together with the stock powers relating to the shares of
                  Restricted Stock evidenced by such certificate, shall be
                  deposited by the Company with a custodian designated by the
                  Company (which custodian may be the Company) and shall be held
                  by such custodian for so long as the restrictions on those
                  shares are in effect.

      (f) CONSEQUENCES UPON VESTING

      Upon the vesting of a share of Restricted Stock pursuant to the terms
hereof, the restrictions of Section 8(c) hereof shall cease to apply to such
share. Reasonably promptly after a share of Restricted Stock vests pursuant to
the terms hereof, the Company shall cause to be issued and delivered to the
Participant to whom such shares were granted, a certificate evidencing such
share, free of the legend set forth in Section 8(e)(1) hereof, together with any
other property of the Participant held by the custodian pursuant to Section
8(e)(2) hereof.


                                      -17-
<Page>

      (g)   EFFECT OF TERMINATION OF EMPLOYMENT

            (1)   In the event that the employment of a Participant with the
                  Company shall terminate for any reason (other than a
                  termination that is, or is deemed to have been, for Cause)
                  prior to the vesting of shares of Restricted Stock or
                  Restricted Stock Units granted to such Participant, a
                  proportion of such shares or units, to the extent not
                  forfeited or canceled on or prior to such termination pursuant
                  to any provision hereof, shall vest on the date of such
                  termination. The proportion referred to in the preceding
                  sentence shall initially be determined by the Committee at the
                  time of the grant of such shares of Restricted Stock or
                  Restricted Stock Units and may be based on the achievement of
                  any conditions imposed by the Committee with respect to such
                  shares or units pursuant to Section 8(b). Such proportion may
                  be equal to zero. In the absence of any such provision in an
                  agreement evidencing an award of Restricted Stock or
                  Restricted Stock Units, the termination of a Participant's
                  employment with the Company for any reason (including death or
                  Disability) shall cause the immediate forfeiture of all shares
                  of Restricted Stock or Restricted Stock Units that have not
                  vested as of the date of such termination.

            (2)   In the event a Participant's employment is or is deemed to
                  have been terminated for Cause, all shares of Restricted Stock
                  or Restricted Stock Units granted to such Participant that
                  have not vested as of the effective date of such termination
                  immediately shall be forfeited.

      (h)   VOTING RIGHTS AND NON-CASH DIVIDENDS

            (1)   The Participant shall have the right to vote all shares of
                  Restricted Stock during the period the restriction is
                  enforced. Whenever such voting rights are to be exercised, the
                  Company shall provide the Participant with the same notices
                  and other materials as are provided to other holders of the
                  Stock, and the Participant shall be provided adequate
                  opportunity to review the notices and material and vote the
                  Restricted Stock allocated to him or her.

            (2)   Dividends paid on shares of Company Stock other than in cash
                  will be paid to the Participant holding shares of Restricted
                  Stock during the period the restriction is enforced but shall
                  be deposited with the custodian in accordance with Section
                  8(e) above..


9.    STOCK BONUSES

      The Committee may grant Stock Bonuses in such amounts as it shall
determine from time to time. A Stock Bonus shall be paid at such time (including
a future date selected by the Committee at the time of grant) and subject to
such conditions as the Committee shall determine at the time of the grant of
such Stock Bonus. By way of example and not by way of limitation,


                                      -18-
<Page>

the Committee may require, as a condition to the payment of a Stock Bonus, that
the Participant or the Company achieve such performance criteria as the
Committee may specify at the time of the grant. Certificates for shares of
Company Stock granted as a Stock Bonus shall be issued in the name of the
Participant to whom such grant was made and delivered to such Participant as
soon as practicable after the date on which such Stock Bonus is required to be
paid. Prior to the date on which a Stock Bonus awarded hereunder is required to
be paid, such Award shall constitute an unfunded, unsecured promise by the
Company to distribute Company Stock in the future.


10.   CASH BONUSES

      The Committee may, in its absolute discretion, in connection with any
grant of a Stock Award pursuant to the Plan or at any time thereafter, grant a
Cash Bonus, payable promptly after the date on which the Participant is required
to recognize income for federal income tax purposes in connection with such
Stock Award, in such amounts as the Committee shall determine from time to time;
PROVIDED, HOWEVER, that in no event shall the amount of a Cash Bonus exceed the
Fair Market Value of the related shares covered by such Stock Award on such
date. A Cash Bonus shall be subject to such conditions as the Committee shall
determine at the time of the grant of such Cash Bonus.


11.   STOCK PURCHASE LOAN PROGRAM

      (a) GRANT OF STOCK PURCHASE LOAN

      In connection with the grant of any Stock Award under this Plan, the
Committee shall have the right in its sole discretion to grant the Participant a
Stock Purchase Loan, in an amount and on such terms and conditions as the
Committee may determine not inconsistent with the provisions of the Plan, for
the purpose of financing, in whole or in part, the exercise price or other
payment to be made by the Participant in connection with such Stock Award or any
taxes payable by the Participant in connection therewith. A Participant shall
have until 5:00 P.M. on the twentieth (20th) business day following the date on
which the Stock Purchase Loan is offered to such Participant to accept a Stock
Purchase Loan and sign an Award Agreement relating to the Stock Award, as well
as required documents related to the Stock Purchase Loan.

      (b) STOCK PURCHASE LOAN

            (1)   Except as otherwise provided in the Plan or an applicable
                  Award Agreement, each Loan shall be in such principal amount,
                  have such maturity and have such other terms and conditions as
                  shall be approved by the Committee, provided that each Loan
                  shall be a full recourse Loan to the applicable Participant.

            (2)   Interest shall accrue on the outstanding Loan balance at a
                  rate established by the Committee which rate shall not be
                  lower than the rate of interest


                                      -19-
<Page>

                  sufficient to avoid imputed income to the Participant under
                  applicable provisions of the Code. Interest shall be payable
                  quarterly.

            (3)   The Company may forgive up to 50% of the total Loan. The
                  provisions of a Stock Purchase Loan, including but not limited
                  to the terms of forgiveness, if any, performance targets and
                  number of years, are subject to sole determination of the
                  Committee.

            (4)   Unless otherwise determined by the Committee and set forth in
                  applicable Award Agreement or other documents evidencing such
                  Stock Purchase Loan, there shall be no requirement for the
                  Participant to repay the Loan until the end of the loan
                  period. The Participant may, at his or her own discretion,
                  choose to pay down the principal amount of the Loan at any
                  time without penalty.

            (5)   The Company Stock issued to a Participant pursuant to the
                  Stock Award, or other readily marketable securities approved
                  by the Committee, shall be held by the Company as collateral
                  for any outstanding Loan balance.

            (6)   In the event the Participant voluntarily terminates employment
                  prior to the final maturity date of the Loan, the Participant
                  shall have thirty (30) days following the date of termination
                  during which he or she must repay any amount outstanding under
                  the Stock Purchase Loan, including any accrued and unpaid
                  interest. The Company shall retain the Company Stock or other
                  securities held as collateral until the Loan has been
                  satisfied in full. At the conclusion of the thirty (30) day
                  period, the Participant shall forfeit all or a portion of the
                  Company Stock or other securities necessary to satisfy any
                  unpaid Loan balance, including any accrued and unpaid
                  interest. In the event that the Company Stock or other
                  securities held as collateral is insufficient to satisfy the
                  Loan and any outstanding interest, the Participant shall be
                  liable for payment of the excess.

            (7)   In the event the Participant's employment is terminated by the
                  Company due to reduction-in-force or poor performance prior to
                  the final maturity date of the Loan, any amount outstanding
                  under the Stock Purchase Loan, including any accrued and
                  unpaid interest, must be repaid within one (1) year following
                  the date of termination, and the Company shall retain the
                  Company Stock or other securities held as collateral until the
                  Loan has been satisfied, including any accrued and unpaid
                  interest. At the conclusion of the one (1) year period, the
                  Participant shall forfeit all or a portion of the Company
                  Stock or other securities necessary to satisfy any unpaid Loan
                  balance, including any accrued and unpaid interest. In the
                  event that the Company Stock or other securities held as
                  collateral is insufficient to satisfy the Loan and any
                  outstanding interest, the Participant shall be liable for
                  payment of the excess.


                                      -20-
<Page>

            (8)   If the Participant's employment is terminated for Cause, the
                  Participant will forfeit any Company Stock issued pursuant to
                  the Stock Award granted to the Participant under this Plan for
                  which any portion of the Loan, including accrued and unpaid
                  interest, has not been paid at the time of termination. In the
                  event that the Company Stock or other securities held as
                  collateral is insufficient to satisfy the Loan and any
                  outstanding interest, the Participant shall be liable for
                  payment of the excess.

            (9)   In the event the Participant's employment is terminated due to
                  death, Disability or Retirement prior to the final maturity
                  date of the Loan, the Committee in its discretion may
                  accelerate the forgiveness of any amount outstanding under the
                  Stock Purchase Loan, including any accrued and unpaid
                  interest. The Participant or his or her Beneficiary may
                  satisfy any outstanding Loan, including any accrued and unpaid
                  interest, within one (1) year following the date of
                  termination, at which time the remaining Company Stock or
                  other securities held as collateral shall be distributed to
                  the Participant or his or her Beneficiary. In the event that
                  the Company Stock or other securities held as collateral is
                  insufficient to satisfy the Loan and any outstanding interest,
                  the Participant and/or his or her Beneficiary shall be liable
                  for payment of the excess.

      (c)   COVENANTS

            (1)   Except as otherwise permitted by the Committee, in its sole
                  discretion, a Participant may not assign, pledge, sell, or
                  encumber any shares of Company Stock being held by the Company
                  as collateral for a Loan, until the Loan has been fully
                  satisfied, except that a Participant may designate a
                  Beneficiary as provided for in the Plan.

      (d)   VOTING RIGHTS AND DIVIDENDS

            (1)   The Participant shall have the right to vote all shares of
                  Company Stock held under the Plan in his or her Account.

            (2)   Whenever such voting rights are to be exercised, the Company
                  shall provide the Participant with the same notices and other
                  materials as are provided to other holders of the Company
                  Stock, and the Participant shall be provided adequate
                  opportunity to review the notices and material and vote the
                  Company Stock allocated to his or her Account.

            (3)   The Company shall automatically credit to the Participant's
                  Account at the end of each quarter, any dividends or
                  distributions payable for that quarter to which the
                  Participant would be eligible on the shares of Company Stock
                  maintained in the Account, against the amount of interest due
                  on the Stock Purchase Loan then outstanding (the amount of any
                  such dividend or distribution which is other than in cash to
                  be determined by the Committee based on the fair market value
                  of the securities or other


                                      -21-
<Page>

                  property so distributed). Any dividend or distribution payable
                  to the Participant which is in excess of any interest then due
                  shall be paid to the Participant unless the Participant has
                  requested in writing to the Secretary of the Company that the
                  dividend be used to reduce the outstanding Loan principal.


12.   PERFORMANCE AWARDS

      (a) GRANT

      The Committee shall have sole and complete authority to determine the
Participants who shall receive a "Performance Award", which shall consist of a
right which is (i) denominated in cash or shares of Company Stock, (ii) valued,
as determined by the Committee, in accordance with the achievement of such
performance goals during such performance periods as the Committee shall
establish, and (iii) payable at such time and in such form as the Committee
shall determine.

      (b) TERMS AND CONDITIONS

      Subject to the terms of the Plan and any applicable Award Agreement, the
Committee shall determine the performance goals to be achieved during any
performance period, the length of any performance period, the amount of any
Performance Award and the amount and kind of any payment or transfer to be made
pursuant to any Performance Award and may amend any of such goals and terms from
time to time as it may, in its sole discretion, deem necessary, subject in the
case of Section 162(m) Participants to the provisions of Section 25 of the Plan.

      (c) PAYMENT OF PERFORMANCE AWARDS

      Performance Awards may be paid in a lump sum or in installments following
the close of the performance period or, in accordance with procedures
established by the Committee, on a deferred basis.

13.   OTHER EQUITY-BASED AWARDS; DIVIDEND EQUIVALENTS

            (a) GENERAL. The Committee shall have authority to grant to
Participants an "Other Equity-Based Award", which shall consist of any right
which is (i) not a Stock Award described in Sections 6 through 9 or 12 above and
(ii) an award of shares of Company Stock or an award denominated or payable in,
valued in whole or in part by reference to, or otherwise based on or related to,
shares of Company Stock (including, without limitation, securities convertible
into shares of Company Stock), as deemed by the Committee to be consistent with
the purposes of the Plan; PROVIDED that any such rights must comply, to the
extent deemed desirable by the Committee, with Rule 16b-3 and applicable law.
Subject to the terms of the Plan and any applicable Award Agreement, the
Committee shall determine the terms and conditions of any such Other
Equity-Based Award. The price at which securities may be purchased pursuant to
any Other Equity-Based Award granted under this Plan, or the provision, if any,
of any such Award that is analogous to the purchase price or exercise price,
shall not be


                                      -22-
<Page>

less than 100% of the Fair Market Value of the securities to which such Award
relates on the date of grant.

            (b) DIVIDEND EQUIVALENTS. In the sole and complete discretion of the
Committee, a Stock Award, whether made as an Other Equity-Based Award under this
Section 13 or as a Stock Award granted pursuant to Sections 6 through 9 or 12
hereof, may provide the Participant with dividends or dividend equivalents,
payable in cash, shares of Company Stock, other securities or other property on
a current or deferred basis.

14.   RIGHT OF RECAPTURE

      If at any time within one year after the date on which a Participant
exercises an Option or SAR, or on which Restricted Stock or Restricted Stock
Units vests or on which a Stock Bonus, or a Cash Bonus, or other Stock Award was
granted to a Participant pursuant to the Plan, or on which income is realized by
a Participant in connection with an Award granted under this Plan (each of which
events shall be a "realization event"), if the Committee determines in its
discretion that the Company has been materially harmed by the Participant,
whether such harm (a) results in the Participant's termination or deemed
termination of employment for Cause or (b) results from any activity of the
Participant determined by the Committee to be in competition with any activity
of the Company, or otherwise prejudicial, contrary or harmful to the interests
of the Company (including, but not limited to, accepting employment with or
serving as a consultant, adviser or in any other capacity to an entity that is
in competition with or acting against the interests of the Company), then any
gain realized by the Participant from the realization event shall be paid by the
Participant to the Company upon notice from the Company. Such gain shall be
determined as of the date of the realization event, without regard to any
subsequent change in the Fair Market Value of a share of Company Stock. The
Company shall have the right to offset such gain against any amounts otherwise
owed to the Participant by the Company (whether as wages, vacation pay, or
pursuant to any benefit plan or other compensatory arrangement).

15.   ADJUSTMENT UPON CHANGES IN COMPANY STOCK

      (a) OUTSTANDING RESTRICTED STOCK AND UNITS

      Unless the Committee in its absolute discretion otherwise determines, any
securities or other property (other than dividends paid in cash) received by a
Participant with respect to a share of Restricted Stock, the Issue Date with
respect to which occurs prior to the receipt of such securities or other
property, but which has not vested as of the date of the receipt of such
securities or other property, as a result of any dividend, stock split, reverse
stock split, recapitalization, merger, consolidation, combination, exchange of
shares or otherwise shall not vest until such share of Restricted Stock vests,
and shall be promptly deposited with the custodian designated pursuant to
Section 8(e)(2) hereof.

      The Committee may, in its absolute discretion, adjust any grant of shares
of Restricted Stock or Restricted Stock Units the Issue Date with respect to
which has not occurred as of the date of the occurrence of any of the following
events to reflect any dividend, stock split, reverse stock split,
recapitalization, merger, consolidation, combination, exchange of shares or
similar


                                      -23-
<Page>

corporate change as the Committee may deem appropriate to prevent the
enlargement or dilution of rights of a Participant under the grant.

      (b) OUTSTANDING OPTIONS AND SARS -- CERTAIN OTHER TRANSACTIONS

      In the event of (1) a dissolution or liquidation of the Company, (2) a
sale of all or substantially all of the Company's assets, (3) a merger or
consolidation involving the Company in which the Company is not the surviving
corporation or (4) a merger or consolidation involving the Company in which the
Company is the surviving corporation but the holders of shares of Company Stock
receive securities of another corporation and/or other property, including cash,
the Committee shall, in its absolute discretion, have the power to:

                  (i)   cancel, effective immediately prior to the occurrence of
                        such event, each Option and SAR outstanding immediately
                        prior to such event (whether or not then exercisable),
                        and, in full consideration of such cancellation, pay to
                        the Participant to whom such Option or SAR was granted
                        an amount in cash, for each share of Company Stock
                        subject to such Option or SAR, respectively, equal to
                        the excess of (A) the value, as determined by the
                        Committee in its absolute discretion, of the property
                        (including cash) received by the holder of a share of
                        Company Stock as a result of such event over (B) the
                        exercise price of such Option or SAR; or

                  (ii)  provide for the exchange of each Option and SAR
                        outstanding immediately prior to such event (whether or
                        not then exercisable) for an option on or stock
                        appreciation right with respect to, as appropriate, some
                        or all of the property which a holder of the number of
                        shares of Company Stock subject to such Option or SAR
                        would have received in such transaction and, incident
                        thereto, make an equitable adjustment as determined by
                        the Committee in its absolute discretion in the exercise
                        price of the option or stock appreciation right, or the
                        number of shares or amount of property subject to the
                        option or stock appreciation right or, if appropriate,
                        provide for a cash payment to the Participant to whom
                        such Option or SAR was granted in partial consideration
                        for the exchange of the Option or SAR.

      (c) EFFECT OF LOSS OF SUBSIDIARY STATUS

      If an entity ceases to be a Subsidiary because the Company sells its
interest in such entity to another unrelated party or parties, such event may
constitute at the sole discretion of the Committee, a termination of employment
from the Company and its Subsidiaries by Participants employed by such entity as
of the date it ceases to be a Subsidiary. The Committee may, but need not,
adjust the provisions of the Plan related to the expiration of any Stock Awards
not yet exercisable at termination of employment, as it considers appropriate in
connection with the specific event resulting in loss of Subsidiary status.


                                      -24-
<Page>

      (d) NO OTHER RIGHTS

      Except as expressly provided in the Plan, no Participant shall have any
rights by reason of any subdivision or consolidation of shares of stock of any
class, the payment of any dividend, any increase or decrease in the number of
shares of stock of any class or any dissolution, liquidation, merger or
consolidation of the Company or any other corporation. Except as expressly
provided in the Plan, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Company Stock subject to a Stock Award or the exercise price
of any Option or SAR.


16.   RIGHTS AS A STOCKHOLDER

      No person shall have any rights as a stockholder with respect to any
shares of Company Stock covered by or relating to any Stock Award granted
pursuant to this Plan until the date that the Participant becomes the registered
owner of such shares. Except as otherwise expressly provided in this Plan or any
applicable Award Agreement, no adjustment to any Stock Award shall be made for
dividends or other rights for which the record date occurs prior to the date
such stock certificate is issued.

17.   NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO STOCK AWARD

      (a)   Nothing contained in the Plan or any Award shall confer upon any
            Participant any right with respect to the continuation of his or her
            employment by the Company or interfere in any way with the right of
            the Company, subject to the terms of any separate employment
            agreement to the contrary, at any time to terminate such employment
            or to increase or decrease the compensation of the Participant from
            the rate in existence at the time of the grant of a Stock Award.

      (b)   No person shall have any claim or right to receive an Award or Loan
            hereunder. The Committee's granting of an Award or Loan to a
            Participant at any time shall neither require the Committee to grant
            an Award or Loan to such Participant or any other Participant or
            other person at any time nor preclude the Committee from making
            subsequent grants to such Participant or any other Participant or
            other person.

18.   SECURITIES AND OTHER LAWS

      (a)   The Company shall be under no obligation to effect the registration
            pursuant to the Securities Act of any interests in the Plan or any
            shares of Company Stock to be issued hereunder or to effect similar
            compliance under any state laws. Notwithstanding anything herein to
            the contrary, the Company shall not be obligated to cause to be
            issued or delivered any certificates evidencing shares of Company
            Stock pursuant to the Plan unless and until the Company is advised
            by its counsel that the issuance and delivery of such certificates
            is in compliance with


                                      -25-
<Page>

            all applicable laws, regulations of governmental authority and the
            requirements of any securities exchange on which shares of Company
            Stock are traded. The Committee may require, as a condition of the
            issuance and delivery of certificates evidencing shares of Company
            Stock pursuant to the terms hereof, that the recipient of such
            shares make such covenants, agreements and representations, and that
            such certificates bear such legends, as the Committee, in its sole
            discretion, deems necessary or desirable.

      (b)   The exercise of any Option granted hereunder shall be effective only
            at such time as counsel to the Company shall have determined that
            the issuance and delivery of shares of Company Stock pursuant to
            such exercise is in compliance with all applicable laws, regulations
            of governmental authority and the requirements of any securities
            exchange on which shares of Company Stock are traded. The Committee
            may, in its sole discretion, defer the effectiveness of any exercise
            of an Option granted hereunder in order to allow the issuance of
            shares of Company Stock pursuant thereto to be made pursuant to
            registration or an exemption from registration or other methods for
            compliance available under federal or state securities laws. The
            Committee shall inform the Participant in writing of its decision to
            defer the effectiveness of the exercise of an Option granted
            hereunder. During the period that the effectiveness of the exercise
            of an Option has been deferred, the Participant may, by written
            notice, withdraw such exercise and obtain a refund of any amount
            paid with respect thereto.

      (c)   The Committee may refuse to issue or transfer any shares of Company
            Stock or other consideration under a Stock Award if, acting in its
            sole discretion, it determines that the issuance or transfer of such
            shares or such other consideration might violate any applicable law
            or regulation or entitle the Company to recover the same under
            Section 16(b) of the Exchange Act, and any payment tendered to the
            Company by a Participant, other holder or beneficiary in connection
            with the exercise of such Award shall be promptly refunded to the
            relevant Participant, holder or beneficiary. Without limiting the
            generality of the foregoing, no Award granted hereunder shall be
            construed as an offer to sell securities of the Company, and no such
            offer shall be outstanding, unless and until the Committee in its
            sole discretion has determined that any such offer, if made, would
            be in compliance with all applicable requirements of the U.S.
            federal securities laws.


19.   WITHHOLDING TAXES

      (a) CASH REMITTANCE

      Whenever shares of Company Stock are to be issued to a Participant
pursuant to this Plan or an Award Agreement, the Company shall have the right to
require the Participant to remit to the Company, in cash, an amount sufficient
to satisfy the federal, state and local withholding tax requirements, if any,
attributable thereto prior to the delivery of any certificate or certificates
for such shares. In addition, upon the exercise of a SAR or the grant of a Cash
Bonus, the Company shall have the right to withhold from any cash payment
required to be made pursuant thereto an


                                      -26-
<Page>

amount sufficient to satisfy the federal, state and local withholding tax
requirements, if any, attributable to such exercise or grant.

      (b) STOCK REMITTANCE

      At the election of the Participant, subject to the approval of the
Committee, when shares of Company Stock are to be issued upon the exercise of an
Option, the occurrence of the Issue Date or the Vesting Date with respect to any
other Stock Award or the grant of a Stock Bonus in lieu of the remittance
required by Section 19(a) hereof, the Participant may tender to the Company a
number of shares of Company Stock, the Fair Market Value of which at the tender
date the Committee determines to be sufficient to satisfy the federal, state and
local withholding tax requirements, if any, attributable to such exercise,
occurrence, grant or payment and not greater than the Participant's estimated
total federal, state and local tax obligations associated with such exercise,
occurrence, grant or payment.

      (c) STOCK WITHHOLDING

      The Committee, at its sole discretion, shall have the right, when shares
of Company Stock are to be issued upon the exercise of an Option, the occurrence
of the Issue Date or the Vesting Date with respect any other Stock Award or the
grant of a Stock Bonus in lieu of requiring the remittance required by Section
19(a) hereof, to withhold a number of such shares, the Fair Market Value of
which at the exercise date the Committee determines to be sufficient to satisfy
the federal, state and local withholding tax requirements, if any, attributable
to such exercise, occurrence, grant or payment and is not greater than the
Participant's estimated total federal, state and local tax obligations
associated with such exercise, occurrence, grant or payment.


20.   AMENDMENT OR TERMINATION OF THE PLAN

      The Board of Directors and/or the Committee may, at any time, suspend or
discontinue the Plan or revise or amend it in any respect whatsoever; PROVIDED,
HOWEVER, that (i) if and to the extent required under Section 422 of the Code
(if and to the extent that the Committee deems it appropriate to comply with
Section 422), (ii) if and to the extent required to treat some or all of the
Stock Awards as "performance-based compensation" within the meaning of Section
162(m) of the Code (if and to the extent that the Committee deems it appropriate
to meet such requirements) and (iii) if and to the extent required to obtain
exemptive relief from Section 16(b) of the Exchange Act (if and to the extent
that the Committee deems it appropriate to obtain such relief), no amendment
shall be effective without the approval of the stockholders of the Company, that
(x) except as provided in Section 3(c) hereof, increases the number of shares of
Company Stock with respect to which Stock Awards may be granted under the Plan,
(y) modifies the class of individuals eligible to participate in the Plan or (z)
materially increases the benefits accruing to individuals pursuant to the Plan.
Nothing herein shall restrict the Committee's ability to exercise its
discretionary authority hereunder pursuant to Section 4 hereof, which discretion
may be exercised without amendment to the Plan. No action under this Section 20
may, without the consent of a Participant, reduce the Participant's rights under
any previously granted and outstanding Stock Award except to the extent that the
Committee determines that


                                      -27-
<Page>

such amendment is necessary or appropriate to prevent such Stock Awards from
constituting "applicable employee remuneration" within the meaning of Section
162(m) of the Code.


21.   NO OBLIGATION TO EXERCISE

      The grant to a Participant of an Option or SAR shall impose no obligation
upon such Participant to exercise such Option or SAR.


22.   TRANSFERS UPON DEATH

      Upon the death of a Participant, outstanding Stock Awards granted to such
Participant may be exercised only by the executors or administrators of the
Participant's estate or by any person or persons who shall have acquired such
right to exercise such Stock Awards by will or by the laws of descent and
distribution. No transfer by will or the laws of descent and distribution of any
Stock Award, or the right to exercise any Stock Award, shall be effective to
bind the Company unless the Committee shall have been furnished with (a) written
notice thereof and with a copy of the will and/or such evidence as the Committee
may deem necessary to establish the validity of the transfer and (b) an
agreement by the transferee to comply with all the terms and conditions of the
Stock Award that are or would have been applicable to the Participant and to be
bound by the acknowledgments made by the Participant in connection with the
grant of the Stock Award. In the event that at any time any doubt exists as to
the right of any person to exercise or receive a payment under a Stock Award,
the Committee shall be entitled, in its discretion, to delay such exercise or
payment until it is satisfied that such right has been confirmed (which may, but
need not be, by order of a court of competent jurisdiction), or to permit such
exercise or make payment only upon receipt of a bond or similar indemnification
(in such amount and in such form as is satisfactory to the Committee). Except as
provided in this Section 22 or otherwise provided in the Plan or any applicable
Award Agreement with respect to transfers to Immediate Family Members or trusts
for the benefit of Immediate Family Members, no Stock Award shall be
transferable, and Stock Awards shall be exercisable only by a Participant during
the Participant's lifetime.


23.   EXPENSES AND RECEIPTS

      The expenses related to administering the Plan shall be paid by the
Company. Any proceeds received by the Company in connection with any Stock Award
will be used for general corporate purposes.


24.   COMPLIANCE WITH RULE 16B-3

      It is intended that the Plan be applied and administered in compliance
with Rule 16b-3. If any provision of the Plan would be in violation of Rule
16b-3 if applied as written, such provision shall not have effect as written and
shall be given effect so as to comply with Rule 16b-3, as determined by the
Committee. The Committee is authorized to amend the Plan and to make any such
modifications to Award Agreements as it deems necessary or appropriate to


                                      -28-
<Page>

comply with Rule 16b-3, as it may be amended from time to time, and to make any
other such amendments or modifications deemed necessary or appropriate to better
accomplish the purposes of the Plan in light of any amendments made to Rule
16b-3.


25.   LIMITATIONS IMPOSED BY SECTION 162(M)

      (a)   Notwithstanding anything in the Plan to the contrary, unless the
            Committee determines otherwise, all Restricted Stock Awards,
            Performance Awards and Other Equity-Based Awards granted to Section
            162(m) Participants for a given fiscal year shall be subject to the
            terms and provisions of this Section 25.

      (b)   The Committee may grant Restricted Stock Awards, Performance Awards
            and Other Equity-Based Awards to a Section 162(m) Participant that
            vest or become exercisable upon the attainment of performance
            targets related to one or more performance goals selected by the
            Committee from among the goals specified below. For the purposes of
            this Section 25, performance goals shall be limited to one or more
            of the following: (i) return on average common equity, (ii) return
            on average assets, (iii) pre-tax operating income, (iv) pre-tax
            income, (v) net revenue, (vi) net income, (vii) price per share of
            Company Stock, (viii) earnings before interest and taxes, (ix)
            earnings before interest, taxes, depreciation and amortization, or
            (x) such other performance goals that will prevent such award from
            being included as "applicable employee remuneration" within the
            meaning of Section 162(m) of the Code.

      (c)   To the extent necessary to comply with Section 162(m) of the Code,
            with respect to Restricted Stock Awards, Performance Awards and
            Other Equity-Based Awards no later than 90 days following the
            commencement of each fiscal year of the Company (or such other time
            as may be required or permitted by Section 162(m) of the Code), the
            Committee shall, in writing (i) designate each Section 162(m)
            Participant, (ii) select the performance goal or goals applicable to
            the fiscal year, (iii) establish the various targets and bonus
            amounts which may be earned for such year and (iv) specify the
            relationship between performance goals and targets and the amounts
            to be earned by each Section 162(m) Participant for such year.
            Following the completion of each fiscal year, the Committee shall
            certify in writing whether the applicable performance targets have
            been achieved for such year and the amounts, if any, payable to
            Section 162(m) Participants for such fiscal year. In determining the
            amount earned by a Section 162(m) Participant for a given fiscal
            year, subject to any applicable Award Agreement, the Committee shall
            have the right to reduce (but not to increase) the amount payable at
            a given level of performance to take into account additional factors
            that the Committee may deem relevant to the assessment of individual
            or corporate performance for the year.

      (d)   In addition and notwithstanding any other provision hereunder, if
            and to the extent that the Committee determines the Company's
            federal tax deduction in respect of a Stock Award may be limited as
            a result of Section 162(m) of the Code, the Committee may in its
            sole discretion take the following actions:


                                      -29-
<Page>

            (i)   With respect to Options and/or SARs, the Committee may delay
                  the payment in respect of such Options or SARs until a date
                  that is within 30 days after the date that compensation paid
                  to the Participant no longer is subject to the deduction
                  limitation under Section 162(m) of the Code. In the event that
                  a Participant exercises an Option or SAR at a time when the
                  Participant is a "covered employee," and the Committee
                  determines to delay the payment in respect of such any Stock
                  Award, the Committee shall credit cash or, in the case of an
                  amount payable in Company Stock, the Fair Market Value of the
                  Company Stock, payable to the Participant to an Account. The
                  Participant shall have no rights in respect of such Account
                  and the amount credited thereto shall not be transferable by
                  the Participant other than by will or laws of descent and
                  distribution. The Committee may credit additional amounts to
                  such Account as it may determine in its sole discretion. Any
                  Account created hereunder shall represent only an unfunded
                  unsecured promise by the Company to pay the amount credited
                  thereto to the Participant in the future.

            (ii)  With respect to Restricted Stock and Stock Bonuses, the
                  Committee may require the Participant to surrender to the
                  Committee any certificates with respect to Restricted Stock
                  and Stock Bonuses in order to cancel the Stock Awards of such
                  Restricted Stock and Stock Bonuses (and any related Cash
                  Bonuses). In exchange for such cancellation, the Committee
                  shall credit to an Account a cash amount equal to the Fair
                  Market Value of the shares of Company Stock subject to such
                  awards. The amount credited to the Account shall be paid to
                  the Participant within 30 days of the date that compensation
                  paid to the Participant no longer is subject to the deduction
                  limitation under Section 162(m) of the Code. The Participant
                  shall have no rights in respect of such Account and the amount
                  credited thereto shall not be transferable by the Participant
                  other than by will or laws of descent and distribution. The
                  Committee may credit additional amounts to such Account as it
                  may determine in its sole discretion. Any Account created
                  hereunder shall represent only an unfunded unsecured promise
                  by the Company to pay the amount credited thereto to the
                  Participant in the future.


26.   FAILURE TO COMPLY

      In addition to the remedies of the Company elsewhere provided for herein,
a failure by a Participant (or Beneficiary or permitted transferee) to comply
with any of the terms and conditions of the Plan or the Award Agreement executed
by such Participant (or Beneficiary or permitted transferee) evidencing a Stock
Award, unless such failure is remedied by such Participant (or Beneficiary or
permitted transferee) within ten days after having been notified of


                                      -30-
<Page>

such failure by the Committee, shall be grounds for the cancellation and
forfeiture of such Stock Award, in whole or in part, as the Committee, in its
absolute discretion, may determine.

27.   NO TRUST OR FUND CREATED

      Neither the Plan nor any Award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship between the
Company or a Subsidiary and a Participant or any other Person. To the extent
that any Person acquires a right to receive payments from the Company or any
Subsidiary pursuant to an Award, such right shall be no greater than the right
of an unsecured general creditor of the Company or any Subsidiary.

28.   NO FRACTIONAL SHARES

      No fractional shares of Company Stock shall be issued or delivered
pursuant to the Plan or any Stock Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional share or whether such fractional shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.

29.   HEADINGS

      Headings are given to the Sections and subsections of the Plan solely as a
convenience to facilitate reference. Such headings shall not be deemed in any
way material or relevant to the construction or interpretation of the Plan or
any provision thereof.

30.   EFFECTIVE DATE OF PLAN

      The Plan was adopted by the Board of Directors on November 6, 2001 and
was approved by the sole stockholder of the Company on November 6, 2001. Awards
and Loans may be granted under the Plan at any time after the effective date of
the Company's initial public offering of shares of Company Stock.

31.   TERM OF THE PLAN

      The right to grant Awards and Loans under the Plan will terminate upon the
expiration of 10 years after the date the Plan was adopted by the Board of
Directors; PROVIDED that the authority to grant Restoration Options hereunder in
accordance with Section 6(e) shall continue, subject to the provisions of
Section 3, as long as any Option granted hereunder remains outstanding. Unless
otherwise expressly provided in the Plan or in an applicable Award Agreement,
any Award granted hereunder may, and the authority of the Board of Directors or
the Committee to amend, alter, adjust, suspend, discontinue, or terminate any
such Award or to waive any conditions or rights under any such Award shall,
continue after such 10 year period.

32.   SEPARABILITY OF PROVISIONS

      If any provision of this Plan is held to be invalid or unenforceable, the
other provisions of the Plan shall not be affected but shall be applied as if
the invalid or unenforceable provision had not been included in the Plan.


                                      -31-
<Page>

33.   APPLICABLE LAW

      Except to the extent preempted by any applicable federal law, the Plan and
each Award Agreement will be governed by and construed and administered in
accordance with the laws of the State of Delaware, without reference to the
principles of conflicts of law.




                                      -32-