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                                                                    EXHIBIT 10.1


                   AMERICAN MEDICAL LABORATORIES, INCORPORATED
                      2002 LONG-TERM EQUITY INCENTIVE PLAN


1.      Purpose.

               This plan shall be known as the American Medical Laboratories,
Incorporated 2002 Long-Term Equity Incentive Plan (the "Plan"). The purpose of
the Plan shall be to promote the long-term growth and profitability of American
Medical Laboratories, Incorporated (the "Company") and its Subsidiaries by (i)
providing certain directors, officers and employees of, and certain other
individuals who perform services for, or to whom an offer of employment has been
extended by, the Company and its Subsidiaries with incentives to maximize
stockholder value and otherwise contribute to the success of the Company and
(ii) enabling the Company to attract, retain and reward the best available
persons for positions of responsibility. Grants of incentive or non-qualified
stock options, stock appreciation rights ("SARs"), either alone or in tandem
with options, restricted stock, performance awards, or any combination of the
foregoing may be made under the Plan.

2.      Definitions.

               (a)    "Board of Directors" and "Board" mean the board of
directors of the Company.

               (b)    "Cause" means (i) the commission of any felony or any
crime involving moral turpitude or the commission of any act or omission
involving dishonesty, disloyalty or fraud with respect to the Company or any of
its Subsidiaries or any of their customers or suppliers or other business
relations, (ii) reporting to work under the influence of alcohol or illegal
drugs, or drug or alcohol abuse (whether or not at the workplace), (iii) conduct
causing the Company or any of its Subsidiaries substantial public disgrace or
disrepute or economic harm, (iv) substantial and repeated failure to perform
duties as reasonably directed by the Board or the Company's Chief Executive
Officer, (v) gross negligence or willful misconduct with respect to the Company
or any of its Subsidiaries, (vi) any material breach of a participant's
employment agreement with the Company or any of its Subsidiaries or (vii) such
other definition as may be set forth in a participant's (grant) agreement.

               (c)    "Change in Control" means the occurrence of one of the
following events:

                      (i)    if any "person" or "group" as those terms are used
in Sections 13(d) and 14(d) of the Exchange Act or any successors thereto, other
than a Company Plan, is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act or any


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successor thereto), directly or indirectly, of securities of the Company
representing more than 50% of the combined voting power of the Company's then
outstanding securities; or

                      (ii)   during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board and any new
directors whose election by the Board or nomination for election by the
Company's stockholders was approved by at least two-thirds of the directors then
still in office who either were directors at the beginning of the period or
whose election was previously so approved, cease for any reason to constitute a
majority thereof; or

                      (iii)  the consummation of a merger or consolidation of
the Company with any other corporation or entity which results in the voting
securities of the Company outstanding immediately prior thereto no longer
representing more than 50% of the combined voting power of the voting securities
of the Company or such surviving entity outstanding immediately after such
merger or consolidation (either by remaining outstanding or by being converted
into voting securities of the surviving entity); or

                      (iv)   the consummation of an agreement for the sale or
disposition by the Company of all or substantially all the Company's assets,
other than a sale to a Company Plan, or a complete liquidation of the Company.

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

               (e)    "Committee" means the Compensation and Organization
Committee of the Board.

               (f)    "Common Stock" means the Common Stock, par value $.01 per
share, of the Company, and any other shares into which such stock may be changed
by reason of a recapitalization, reorganization, merger, consolidation or any
other change in the corporate structure or capital stock of the Company.

               (g)    "Company Plan" means any employee benefit plan of the
Company or a trustee or other administrator or fiduciary holding securities
under an employee benefit plan of the Company.

               (h)    "Competition" is deemed to occur if a person obtains a
position as a full-time or part-time employee of, as a member of the board of
directors of, or as a consultant or advisor with or to, or acquires an ownership
interest in excess of 5% of, a corporation, partnership, firm or other entity
that engages in any of the businesses of the Company or any Subsidiary with
which the person was involved in a management role at any time during his or her
last five years of employment with or other service for the Company or any
Subsidiaries. For purposes of this definition only, the term "Subsidiary" shall
apply to any then-current subsidiary (as defined in subsection (r) below) during
periods prior to the time such entity became a subsidiary of the Company.

                                      -2-

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               (i)    "Disability" means (i) a disability that would entitle an
eligible participant to payment of monthly disability payments under any Company
disability plan in which such person is a participant, (ii) if such person is
not an eligible participant under any Company disability plan, the inability due
to illness, accident, injury, physical or mental incapacity or other disability,
to carry out effectively one's duties and obligations to the Company, as
determined in the reasonable judgment of the Committee or (iii) as otherwise
determined by the Committee.

               (j)    "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

               (k)    "Family Member" has the meaning given to such term in
General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as
amended, and any successor thereto.

               (l)    "Fair Market Value" of a share of Common Stock of the
Company means, as of the date in question, the officially-quoted closing selling
price of the stock (or if no selling price is quoted, the bid price) on the
principal securities exchange on which the Common Stock is then listed for
trading (including for this purpose the Nasdaq National Market) (the "Market")
for the applicable trading day or, if the Common Stock is not then listed or
quoted in the Market, the Fair Market Value shall be the fair value of the
Common Stock determined in good faith by the Board; provided, however, that when
shares received upon exercise of an option are immediately sold in the open
market, the net sale price received may be used to determine the Fair Market
Value of any shares used to pay the exercise price or applicable withholding
taxes and to compute the withholding taxes.

               (m)    "Incentive Stock Option" means an option identified as
being intended as an Incentive Stock Option and conforming to the requirements
of Section 422 of the Code and any successor thereto.

               (n)    "Non-Employee Director" has the meaning given to such term
in Rule 16b-3 under the Exchange Act and any successor thereto.

               (o)    "Non-qualified Stock Option" means any stock option other
than an Incentive Stock Option.

               (p)    "Other Company Securities" mean securities of the Company
other than Common Stock, which may include, without limitation, unbundled stock
units or components thereof, debentures, preferred stock, warrants and
securities convertible into or exchangeable for Common Stock or other property.

               (q)    "Retirement" means with respect to any particular grantee
or optionee (i) retirement as defined under any Company pension plan or
retirement program in which such grantee or optionee participates, (ii) if such
grantee or optionee is not an eligible participant under any Company pension
plan or retirement program, then as determined by the Committee.

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               (r)    "Subsidiary" means a corporation or other entity of which
outstanding shares or ownership interests representing 50% or more of the
combined voting power of such corporation or other entity entitled to elect the
management thereof, or such lesser percentage as may be approved by the
Committee, are owned directly or indirectly by the Company.

3.      Administration.

               The Plan shall be administered by the Committee; provided that
the Board may, in its discretion, at any time and from time to time, resolve to
administer the Plan, in which case the term "Committee" shall be deemed to mean
the Board for all purposes herein. Subject to the provisions of the Plan, the
Committee shall be authorized to (i) select persons to participate in the Plan,
(ii) determine the form and substance of grants made under the Plan to each
participant, and the conditions, restrictions and vesting provisions, if any,
subject to which such grants will be made, (iii) certify that the conditions and
restrictions applicable to any grant have been met, (iv) modify the terms of
grants made under the Plan, (v) interpret the Plan and grants made thereunder,
(vi) make any adjustments necessary or desirable in connection with grants made
under the Plan to eligible participants located outside the United States and
(vii) adopt, amend, or rescind such rules and regulations, and make such other
determinations, for carrying out the Plan as it may deem appropriate. Decisions
of the Committee on all matters relating to the Plan shall be in the Committee's
sole discretion and shall be conclusive and binding on all parties. The
validity, construction, and effect of the Plan and any rules and regulations
relating to the Plan shall be determined in accordance with applicable federal
and state laws and rules and regulations promulgated pursuant thereto. No member
of the Committee and no officer of the Company shall be liable for any action
taken or omitted to be taken by such member, by any other member of the
Committee or by any officer of the Company in connection with the performance of
duties under the Plan, except for such person's own willful misconduct or as
expressly provided by statute.

               The expenses of the Plan shall be borne by the Company. The Plan
shall not be required to establish any special or separate fund or make any
other segregation of assets to assume the payment of any award under the Plan,
and rights to the payment of such awards shall be no greater than the rights of
the Company's general creditors.

4.      Shares Available for the Plan.

               Subject to adjustments as provided in Section 15, an aggregate of
_____________ shares of Common Stock (the "Shares") may be issued pursuant to
the Plan. Such Shares may be in whole or in part authorized and unissued or held
by the Company as treasury shares. If any grant under the Plan expires or
terminates unexercised, becomes unexercisable or is forfeited as to any Shares,
or is tendered or withheld as to any shares in payment of the exercise price of
the grant or the taxes payable with respect to the exercise, then such
unpurchased, forfeited, tendered or withheld Shares shall thereafter be
available for further grants under the Plan unless, in the case of options
granted under the Plan, related SARs are exercised.


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               Without limiting the generality of the foregoing provisions of
this Section 4 or the generality of the provisions of Sections 3, 6 or 17 or any
other section of this Plan, the Committee may, at any time or from time to time,
and on such terms and conditions (that are consistent with and not in
contravention of the other provisions of this Plan) as the Committee may, in its
sole discretion, determine, enter into agreements (or take other actions with
respect to the options) for new options containing terms (including exercise
prices) more (or less) favorable than the outstanding options.

5.      Participation.

               Participation in the Plan shall be limited to those directors
(including Non-Employee Directors), officers (including non-employee officers)
and employees of, and other individuals performing services for, or to whom an
offer of employment has been extended by, the Company and its Subsidiaries
selected by the Committee (including participants located outside the United
States). Nothing in the Plan or in any grant thereunder shall confer any right
on a participant to continue in the employ as a director or officer of or in the
performance of services for the Company or shall interfere in any way with the
right of the Company to terminate the employment or performance of services or
to reduce the compensation or responsibilities of a participant at any time. By
accepting any award under the Plan, each participant and each person claiming
under or through him or her shall be conclusively deemed to have indicated his
or her acceptance and ratification of, and consent to, any action taken under
the Plan by the Company, the Board or the Committee.

               Incentive Stock Options or Non-qualified Stock Options, SARs
alone or in tandem with options, restricted stock awards, performance awards, or
any combination thereof, may be granted to such persons and for such number of
Shares as the Committee shall determine (such individuals to whom grants are
made being sometimes herein called "optionees" or "grantees," as the case may
be). Determinations made by the Committee under the Plan need not be uniform and
may be made selectively among eligible individuals under the Plan, whether or
not such individuals are similarly situated. A grant of any type made hereunder
in any one year to an eligible participant shall neither guarantee nor preclude
a further grant of that or any other type to such participant in that year or
subsequent years.

6.      Incentive and Non-qualified Options and SARs.

               The Committee may from time to time grant to eligible
participants Incentive Stock Options, Non-qualified Stock Options, or any
combination thereof; provided that the Committee may grant Incentive Stock
Options only to eligible employees of the Company or its subsidiaries (as
defined for this purpose in Section 424(f) of the Code or any successor
thereto). In any one calendar year, the Committee shall not grant to any one
participant options or SARs to purchase a number of shares of Common Stock in
excess of __% of the total number of Shares authorized under the Plan pursuant
to Section 4. The options granted shall take such form as the Committee shall
determine, subject to the following terms and conditions.

                                      -5-

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               It is the Company's intent that Non-qualified Stock Options
granted under the Plan not be classified as Incentive Stock Options, that
Incentive Stock Options identified as such and be consistent with and contain or
be deemed to contain all provisions required under Section 422 of the Code and
any successor thereto, and that any ambiguities in construction be interpreted
in order to effectuate such intent. If an Incentive Stock Option granted under
the Plan does not qualify as such for any reason, then to the extent of such
non-qualification, the stock option represented thereby shall be regarded as a
Non-qualified Stock Option duly granted under the Plan, provided that such stock
option otherwise meets the Plan's requirements for Non-qualified Stock Options.

               (a)    Price. The price per Share deliverable upon the exercise
of each option ("exercise price") shall be established by the Committee, except
that in the case of the grant of any Incentive Stock Option, the exercise price
may not be less than 100% of the Fair Market Value of a share of Common Stock as
of the date of grant of the option, and in the case of the grant of any
Incentive Stock Option to an employee who, at the time of the grant, owns more
than 10% of the total combined voting power of all classes of stock of the
Company or any of its Subsidiaries, the exercise price may not be less than 110%
of the Fair Market Value of a share of Common Stock as of the date of grant of
the option, in each case unless otherwise permitted by Section 422 of the Code
or any successor thereto.

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

               In the event a grantee elects to pay the exercise price payable
with respect to an option pursuant to clause (ii) above, (A) only a whole number
of share(s) of Common Stock (and not fractional shares of Common Stock) may be
tendered in payment, (B) such grantee must present evidence acceptable to the
Company that he or she has owned any such shares of Common Stock tendered in
payment of the exercise price (and that such tendered shares of Common Stock
have not been subject to any substantial risk of forfeiture) for at least six
months prior to the date of exercise, and (C) Common Stock must be delivered to
the Company. Delivery for this purpose may, at the election of the grantee, be
made either by (x) physical delivery of the certificate(s) for all such shares
of Common Stock tendered in payment of the price, accompanied by duly executed
instruments of transfer in a form acceptable to the

                                      -6-

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Company, or (y) direction to the grantee's broker to transfer, by book entry, of
such shares of Common Stock from a brokerage account of the grantee to a
brokerage account specified by the Company. When payment of the exercise price
is made by delivery of Common Stock, the difference, if any, between the
aggregate exercise price payable with respect to the option being exercised and
the Fair Market Value of the shares of Common Stock tendered in payment (plus
any applicable taxes) shall be paid in cash. No grantee may tender shares of
Common Stock having a Fair Market Value exceeding the aggregate exercise price
payable with respect to the option being exercised (plus any applicable taxes).

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

               (c)    Terms of Options. The term during which each option may be
exercised shall be determined by the Committee, but if required by the Code and
except as otherwise provided herein, no option shall be exercisable in whole or
in part more than ten years from the date it is granted, and no Incentive Stock
Option granted to an employee who at the time of the grant owns more than 10% of
the total combined voting power of all classes of stock of the Company or any of
its Subsidiaries shall be exercisable more than five years from the date it is
granted. All rights to purchase Shares pursuant to an option shall, unless
sooner terminated, expire at the date designated by the Committee. The Committee
shall determine the date on which each option shall become exercisable and may
provide that an option shall become exercisable in installments. The Shares
constituting each installment may be purchased in whole or in part at any time
after such installment becomes exercisable, subject to such minimum exercise
requirements as may be designated by the Committee. Prior to the exercise of an
option and delivery of the Shares represented thereby, the optionee shall have
no rights as a stockholder with respect to any Shares covered by such
outstanding option (including any dividend or voting rights).

               (d)    Limitations on Grants. If required by the Code, the
aggregate Fair Market Value (determined as of the grant date) of Shares for
which all Incentive Stock Options granted to one individual under all equity
incentive plans of the Company and its subsidiaries (as defined in Section 422
of the Code or any successor thereto) that are exercisable for the first time
during any particular calendar year may not exceed $100,000.

                                      -7-

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               (e)    Termination; Forfeiture.

                      (i)    Death or Disability. If a participant ceases to be
a director, officer or employee of, or to perform other services for, the
Company or any Subsidiary due to death or Disability, (A) all of the
participant's options and SARs that were exercisable on the date of death or
Disability shall remain exercisable for, and shall otherwise terminate at the
end of, a period of 180 days after the date of such participant's death or
Disability, but in no event after the expiration date of the options or SARs;
provided that, in the case of Disability, the participant does not engage in
Competition during such 180-day period unless he or she receives written consent
to do so from the Board or the Committee, and (B) all of the participant's
options and SARs that were not exercisable on the date of such participant's
death or Disability shall expire and be forfeited immediately upon such death or
Disability; provided, however, that such options and SARs may be declared fully
vested and exercisable in the discretion of the Committee.

                      (ii)   Retirement. If a participant ceases to be a
director, officer or employee of, or to perform other services for, the Company
and any Subsidiary upon the occurrence of his or her Retirement, (A) all of the
participant's options and SARs that were exercisable on the date of Retirement
shall remain exercisable for, and shall otherwise terminate at the end of, a
period of 90 days after the date of such participant's Retirement, but in no
event after the expiration date of the options or SARs; provided that the
participant does not engage in Competition during such 90-day period unless he
or she receives written consent to do so from the Board or the Committee, and
(B) all of the participant's options and SARs that were not exercisable on the
date of such participant's Retirement shall expire and be forfeited immediately
upon such Retirement; provided, however, that such options and SARs may be
declared fully vested and exercisable in the discretion of the Committee.

                      (iii)  Discharge for Cause. If a participant ceases to be
a director, officer or employee of, or to perform other services for, the
Company or a Subsidiary due to Cause, or if a participant does not become a
director, officer or employee of, or does not begin performing other services
for, the Company or a Subsidiary for any reason, all of the participant's
options and SARs shall expire and be forfeited immediately upon such cessation
or non-commencement, whether or not then exercisable.

                      (iv)   Other Termination. Unless otherwise determined by
the Committee, if a participant ceases to be a director, officer or employee of,
or to otherwise perform services for, the Company or a Subsidiary for any reason
other than death, Disability, Retirement or Cause, (A) all of the participant's
options and SARs that were exercisable on the date of such cessation shall
remain exercisable for, and shall otherwise terminate at the end of, a period of
30 days after the date of such cessation, but in no event after the expiration
date of the options or SARs; provided that the participant does not engage in
Competition during such 30-day period unless he or she receives written consent
to do so from the Board or the Committee, and (B) all of the participant's
options and SARs that were not exercisable on the date of such cessation shall
expire and be forfeited immediately upon such cessation.

                                      -8-

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                      (v)    Change of Control. The Compensation Committee shall
have the authority to declare all options or other awards fully vested and
exercisable upon a Change of Control, whether or not the grant agreement
pertaining to such option or other award provides for such immediate vesting.

               (f)   Forfeiture. If a participant exercises any of his or her
options or SARs and, within one year thereafter, either (i) is terminated from
the Company or a Subsidiary for any of the reasons specified in the definition
of "Cause" set forth in Section 2(b)(i), (ii) or (iv), or (ii) engages in
Competition without having received written consent to do so from the Board or
the Committee, then the participant may, in the discretion of the Committee, be
required to pay the Company the gain represented by the difference between the
aggregate selling price of the Shares acquired upon the options' exercise (or,
if the Shares were not then sold, their aggregate Fair Market Value on the date
of exercise) and the aggregate exercise price of the options exercised (the
"Option Gain"), without regard to any subsequent increase or decrease in the
Fair Market Value of the Common Stock. In addition, the Company may, in its
discretion, deduct from any payment of any kind (including salary or bonus)
otherwise due to any such participant an amount equal to the Option Gain.

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

                                      -9-


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7.      Stock Appreciation Rights.

               The Committee shall have the authority to grant SARs under this
Plan, either alone or to any optionee in tandem with options (either at the time
of grant of the related option or thereafter by amendment to an outstanding
option). SARs shall be subject to such terms and conditions as the Committee may
specify.

               No SAR may be exercised unless the Fair Market Value of a share
of Common Stock of the Company on the date of exercise exceeds the exercise
price of the SAR or, in the case of SARs granted in tandem with options, any
options to which the SARs correspond. Prior to the exercise of the SAR and
delivery of the cash and/or Shares represented thereby, the participant shall
have no rights as a stockholder with respect to Shares covered by such
outstanding SAR (including any dividend or voting rights).

               SARs granted in tandem with options shall be exercisable only
when, to the extent and on the conditions that any related option is
exercisable. The exercise of an option shall result in an immediate forfeiture
of any related SAR to the extent the option is exercised, and the exercise of an
SAR shall cause an immediate forfeiture of any related option to the extent the
SAR is exercised.

               Upon the exercise of an SAR, the participant shall be entitled to
a distribution in an amount equal to the difference between the Fair Market
Value of a share of Common Stock on the date of exercise and the exercise price
of the SAR or, in the case of SARs granted in tandem with options, any option to
which the SAR is related, multiplied by the number of Shares as to which the SAR
is exercised. The Committee shall decide whether such distribution shall be in
cash, in Shares having a Fair Market Value equal to such amount, in Other
Company Securities having a Fair Market Value equal to such amount or in a
combination thereof.

               All SARs will be exercised automatically on the last day prior to
the expiration date of the SAR or, in the case of SARs granted in tandem with
options, any related option, so long as the Fair Market Value of a share of
Common Stock on that date exceeds the exercise price of the SAR or any related
option, as applicable. An SAR granted in tandem with options shall expire at the
same time as any related option expires and shall be transferable only when, and
under the same conditions as, any related option is transferable.

8.      Restricted Stock.

               The Committee may at any time and from time to time grant Shares
of restricted stock under the Plan to such participants and in such amounts as
it determines. Each grant of restricted stock shall specify the applicable
restrictions on such Shares, the duration of such restrictions (which shall be
at least six months except as otherwise determined by the Committee or provided
in the third paragraph of this Section 8), and the time or times at which such
restrictions shall lapse with respect to all or a specified number of Shares
that are part of the grant.

                                      -10-

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               The participant will be required to pay the Company not less than
the aggregate par value of any Shares of restricted stock (or such larger amount
as the Board may determine to constitute capital under Section 154 of the
Delaware General Corporation Law, as amended, or any successor thereto) within
ten days of the date of grant, unless such Shares of restricted stock are
treasury shares or unless the Committee establishes a greater price per Share.
Unless otherwise determined by the Committee, certificates representing Shares
of restricted stock granted under the Plan will be held in escrow by the Company
on the participant's behalf during any period of restriction thereon and will
bear an appropriate legend specifying the applicable restrictions thereon, and
the participant will be required to execute a blank stock power therefor. Except
as otherwise provided by the Committee, during such period of restriction the
participant shall have all of the rights of a holder of Common Stock, including
but not limited to the rights to receive dividends and to vote, and any stock or
other securities received as a distribution with respect to such participant's
restricted stock shall be subject to the same restrictions as then in effect for
the restricted stock.

               Except as otherwise provided by the Committee, at such time as a
participant ceases to be, or in the event a participant does not become, a
director, officer or employee of the Company or its Subsidiaries for any reason,
or otherwise does not perform services for the Company or its Subsidiaries for
any reason, all Shares of restricted stock granted to such participant on which
the restrictions have not lapsed shall be immediately forfeited to the Company.

9.      Performance Awards.

               Performance awards may be granted to participants at any time and
from time to time as determined by the Committee. The Committee shall have
complete discretion in determining the size and composition of performance
awards granted to a participant and the appropriate period over which
performance is to be measured (a "performance cycle"). Performance awards may
include (i) specific dollar-value target awards (ii) performance units, the
value of each such unit being determined by the Committee at the time of
issuance, and/or (iii) performance Shares, the value of each such Share being
equal to the Fair Market Value of a share of Common Stock.

               The value of each performance award may be fixed or it may be
permitted to fluctuate based on a performance factor (e.g., return on equity)
selected by the Committee.

               The Committee shall establish performance goals and objectives
for each performance cycle on the basis of such criteria and objectives as the
Committee may select from time to time, including, without limitation, the
performance of the participant, the Company, one or more of its Subsidiaries or
divisions or any combination of the foregoing. During any performance cycle, the
Committee shall have the authority to adjust the performance goals and
objectives for such cycle for such reasons as it deems equitable.

               The Committee shall determine the portion of each performance
award that is earned by a participant on the basis of the Company's performance
over the performance cycle in

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<PAGE>

relation to the performance goals for such cycle. The earned portion of a
performance award may be paid out in Shares, cash, Other Company Securities, or
any combination thereof, as the Committee may determine.

               A participant must be a director, officer or employee of, or
otherwise perform services for, the Company or its Subsidiaries at the end of
the performance cycle in order to be entitled to payment of a performance award
issued in respect of such cycle; provided, however, that except as otherwise
determined by the Committee, if a participant ceases to be a director, officer
or employee of, or to otherwise perform services for, the Company and its
Subsidiaries upon his or her death, Retirement, or Disability prior to the end
of the performance cycle or in the event of a Change in Control, the Committee
shall determine the participant's performance award.

10.     Withholding Taxes.

        (a)    Participant Election. Unless otherwise determined by the
Committee, a participant may elect to deliver shares of Common Stock (or have
the Company withhold shares acquired upon exercise of an option or SAR or
deliverable upon grant or vesting of restricted stock, as the case may be) to
satisfy, in whole or in part, the amount the Company is required to withhold for
taxes in connection with the exercise of an option or SAR or the delivery of
restricted stock upon grant or vesting, as the case may be. Such election must
be made on or before the date the amount of tax to be withheld is determined.
Once made, the election shall be irrevocable. The fair market value of the
shares to be withheld or delivered will be the Fair Market Value as of the date
the amount of tax to be withheld is determined. In the event a participant
elects to deliver or have the Company withhold shares of Common Stock pursuant
to this Section 10(a), such delivery or withholding must be made subject to the
conditions and pursuant to the procedures set forth in Section 6(b) with respect
to the delivery or withholding of Common Stock in payment of the exercise price
of options.

        (b)    Company Requirement. The Company may require, as a condition to
any grant or exercise under the Plan or to the delivery of certificates for
Shares issued hereunder, that the grantee make provision for the payment to the
Company, either pursuant to Section 10(a) or this Section 10(b), of federal,
state or local taxes of any kind required by law to be withheld with respect to
any grant or delivery of Shares. The Company, to the extent permitted or
required by law, shall have the right to deduct from any payment of any kind
(including salary or bonus) otherwise due to a grantee, an amount equal to any
federal, state or local taxes of any kind required by law to be withheld with
respect to any grant or delivery of Shares under the Plan.

11.     Written Agreement; Vesting.

               Each employee to whom a grant is made under the Plan shall enter
into a written agreement with the Company that shall contain such provisions,
including without limitation vesting requirements, consistent with the
provisions of the Plan, as determined by the Committee. Unless the Committee
determines otherwise and except as otherwise provided in Sections 6, 7, 8 and 9
in connection with a Change of Control or certain occurrences of

                                      -12-

<PAGE>

termination, no grant under this Plan may be exercised, and no restrictions
relating thereto may lapse, within six months of the date such grant is made.

12.     Transferability.

               Unless the Committee determines otherwise, no option, SAR,
performance award or restricted stock granted under the Plan shall be
transferable by a participant other than by will or the laws of descent and
distribution or to a participant's Family Member by gift or a qualified domestic
relations order as defined by the Code. Unless the Committee determines
otherwise, an option, SAR or performance award may be exercised only by the
optionee or grantee thereof; by his or her Family Member if such person has
acquired the option, SAR or performance award by gift or qualified domestic
relations order; by the executor or administrator of the estate of any of the
foregoing or any person to whom the Option is transferred by will or the laws of
descent and distribution; or by the guardian or legal representative of any of
the foregoing; provided that Incentive Stock Options may be exercised by any
Family Member, guardian or legal representative only if permitted by the Code
and any regulations thereunder. All provisions of this Plan shall in any event
continue to apply to any option, SAR, performance award or restricted stock
granted under the Plan and transferred as permitted by this Section 12, and any
transferee of any such option, SAR, performance award or restricted stock shall
be bound by all provisions of this Plan as and to the same extent as the
applicable original grantee.

13.     Listing, Registration and Qualification.

               If the Committee determines that the listing, registration or
qualification upon any securities exchange or under any law of Shares subject to
any option, SAR, performance award or restricted stock grant is necessary or
desirable as a condition of, or in connection with, the granting of same or the
issue or purchase of Shares thereunder, no such option or SAR may be exercised
in whole or in part, no such performance award may be paid out, and no Shares
may be issued, unless such listing, registration or qualification is effected
free of any conditions not acceptable to the Committee.

14.     Transfer of Employee.

               The transfer of an employee from the Company to a Subsidiary,
from a Subsidiary to the Company, or from one Subsidiary to another shall not be
considered a termination of employment; nor shall it be considered a termination
of employment if an employee is placed on military or sick leave or such other
leave of absence which is considered by the Committee as continuing intact the
employment relationship.

15.     Adjustments.

               In the event of a reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger, consolidation, distribution of
assets, or any other change in the corporate structure or shares of the Company,
the Committee shall make such adjustment as it deems appropriate in the number
and kind of Shares or other property available for issuance

                                      -13-

<PAGE>

under the Plan (including, without limitation, the total number of Shares
available for issuance under the Plan pursuant to Section 4), in the number and
kind of options, SARs, Shares or other property covered by grants previously
made under the Plan, and in the exercise price of outstanding options and SARs.
Any such adjustment shall be final, conclusive and binding for all purposes of
the Plan.

               In the event of any merger, consolidation or other reorganization
in which the Company is not the surviving or continuing corporation or in which
a Change in Control is to occur, the Committee may, in its discretion, (i) with
respect to outstanding options under the Plan that are exercisable at the time
of (or in connection with) such transaction, (A) cancel any or all of such
options in consideration for payment to the holders thereof of an amount equal
to the portion of the consideration that would have been payable to such holders
pursuant to such transaction if their options had been fully exercised
immediately prior to such transaction, less the aggregate exercise price that
would have been payable therefor or (B) if the amount that would have been
payable to the option holders pursuant to such transaction if such options had
been fully exercised immediately prior thereto would be equal to or less than
the aggregate exercise price that would have been payable therefor, cancel any
or all such options for no consideration or payment of any kind, (ii) with
respect to options that are not exercisable (A) cancel such options for no
consideration or (B) cancel such options in consideration for such payment as
the Committee shall determine in its sole discretion or (iii) provide for the
issuance of substitute options or securities by the Company's successor in any
such transaction. Payment of any amount payable pursuant to the preceding
sentence may be made in cash or, in the event that the consideration to be
received in such transaction includes securities or other property, in cash
and/or securities or other property in the Committee's discretion.

16.     Amendment and Termination of the Plan.

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

17.     Amendment or Substitution of Awards under the Plan.

               The terms of any outstanding award under the Plan may be amended
from time to time by the Committee in its discretion in any manner that it deems
appropriate (including, but not limited to, acceleration of the date of exercise
of any award and/or payments thereunder or of the date of lapse of restrictions
on Shares); provided that, except as otherwise provided in Section 15, no such
amendment shall adversely affect in a material manner any right of a participant
under the award without his or her written consent, and provided further that
the Committee shall not reduce the exercise price of any options or SARs awarded
under the Plan without approval of the stockholders of the Company. The
Committee may, in its discretion, permit holders of


                                      -14-

<PAGE>

awards under the Plan to surrender outstanding awards in order to exercise or
realize rights under other awards, or in exchange for the grant of new awards,
or require holders of awards to surrender outstanding awards as a condition
precedent to the grant of new awards under the Plan.

18.     Commencement Date; Termination Date.

               The date of commencement of the Plan shall be _______ __, _____,
subject to approval by the shareholders of the Company. If required by the Code,
the Plan will also be subject to reapproval by the shareholders of the Company
prior to the fifth anniversary of the commencement date.

               Unless previously terminated upon the adoption of a resolution of
the Board terminating the Plan, the Plan shall terminate at the close of
business on the tenth anniversary of the commencement date. No termination of
the Plan shall materially and adversely affect any of the rights or obligations
of any person, without his or her written consent, under any grant of options or
other incentives theretofore granted under the Plan.

19.     Severability. Whenever possible, each provision of the Plan shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of the Plan is held to be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of the Plan.

20.     Governing Law.  The Plan shall be governed by the corporate laws of the
State of Delaware, without giving effect to any choice of law provisions that
might otherwise refer construction or interpretation of the Plan to the
substantive law of another jurisdiction.



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