<PAGE>

                                                                Exhibit 10.10

                            GreenPoint Financial Corp.
                                 2001 Stock Plan

                                    SECTION 1

                              PURPOSE: DEFINITIONS

         The purpose of the Plan is to give the Company a competitive advantage
in attracting, retaining and motivating officers, employees and/or consultants
and to provide the Company and its Subsidiaries and Affiliates with a stock plan
providing incentives directly linked to the profitability of the Company's
businesses and increases in the Company's shareholder value.

         For purposes of the Plan, the following terms are defined as set forth
below:

         a. "Affiliate" means a corporation or other entity controlled by,
controlling or under common control with the Company and designated by the
Committee from time to time as such.

         b. "Award" means a Stock Appreciation Right, Stock Option, Restricted
Stock, Performance Unit, or other stock-based award.

         c. "Award Cycle" shall mean a period of one or more consecutive fiscal
years or portions thereof designated by the Committee over which Performance
Units are to be earned.

         d. "Board" means the Board of Directors of the Company.

         e. "Cause" means, unless otherwise provided by the Committee, (1)
"Cause" as defined in any Individual Agreement to which the participant is a
party, or (2) if there is no such Individual Agreement or if it does not define
Cause: an intentional failure to perform stated duties, willful misconduct,
breach of a fiduciary duty involving personal profit, or acts or omissions of
personal dishonesty, any of which results in material loss to the Company or any
of its Subsidiaries or Affiliates or, any willful violation of any law, rule or
regulation (other than traffic violations or similar offenses) or final
cease-and-desist order which results in material loss to the Company or any of
its Subsidiaries or Affiliates. The Committee shall, unless otherwise provided
in an Individual Agreement with the participant, have the sole discretion to
determine whether "Cause" exists, and its determination shall be final.

         f. "Change in Control" and "Change in Control Price" have the meanings
set forth in Sections 11(b) and (c), respectively.

         g. "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.

         h. "Commission" means the Securities and Exchange Commission or any
successor agency.


<PAGE>

         i. "Committee" means the Committee referred to in Section 2.

         j. "Common Stock" means common stock, par value $.01 per share, of the
Company (or as may be converted pursuant to Section 3 hereof).

         k. "Company" means GreenPoint Financial Corp., a bank holding company
registered under federal law and incorporated in Delaware.

         l. "Disability" means, unless otherwise provided by the Committee,
disability as defined in the Company's retirement plan, or if not so defined,
shall mean the permanent and total inability of a participant by reason of
mental or physical infirmity, or both, to perform the work customarily assigned
to him or her. In order to qualify as a Disability, a medical doctor selected or
approved by the Board, and knowledgeable in the field of such infirmity, must
advise the Committee either that it is not possible to determine when such
Disability will terminate or that it appears probable that such Disability will
be permanent during the remainder of said participant's lifetime.

         m. "Eligible Individuals" mean employees and consultants of the Company
or any of its Subsidiaries or Affiliates, and prospective employees and
consultants who have accepted offers of employment or consultancy from the
Company or its Subsidiaries or Affiliates, who are or will be responsible for or
contribute to the management, growth or profitability of the business of the
Company, or its Subsidiaries or Affiliates; provided, however, that any person
who is designated by the Board as an "officer" for purposes of Section 16 of the
Exchange Act shall not be an Eligible Individual for purposes of the Plan.

         n. "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor thereto.

         o. "Fair Market Value" means, as of any given date, the closing price
on such date or, if there are no reported sales on such date, on the last day
prior to such date on which there were sales of the Common Stock on the New York
Stock Exchange or, if not listed on such exchange, on any other national
securities exchange on which the Common Stock is listed or on Nasdaq. If there
is no regular public trading market for such Common Stock, the Fair Market Value
of the Common Stock shall be determined by the Committee in good faith.

         p. "Individual Agreement" means an employment, consulting or similar
agreement between a participant and the Company or one of its Subsidiaries or
Affiliates.

         q. "Performance Goals" means the performance goals established by the
Committee in connection with the grant of Restricted Stock or Performance Units.
Performance Goals may be stated in the alternative or in combination.

         r. "Performance Units" means an Award granted under Section 8.

         s. "Plan" means the GreenPoint Financial Corp. 2001 Stock Plan, as set
forth herein and as hereinafter amended from time to time.


                                      -2-
<PAGE>

         t. "Restricted Stock" means an Award granted under Section 7.

         u. "Retirement" means retirement from the employ of the Company or its
Subsidiaries or Affiliates at the normal or early retirement date as set forth
in any tax-qualified retirement/pension plan of the Company.

         v. "Stock Appreciation Right" means an Award granted under Section 6.

         w. "Stock Option" means an Award granted under Section 5.

         x. "Subsidiary" means any corporation, partnership, joint venture or
other entity during any period in which at least a 50% voting or profits
interest is owned, directly or indirectly, by the Company or any successor to
the Company.

         y. "Termination of Employment" means the termination of the
participant's employment with, performance of services for, the Company and any
of its Subsidiaries or Affiliates. A participant employed by, or performing
services for, a Subsidiary or an Affiliate shall also be deemed to incur a
Termination of Employment if the Subsidiary or Affiliate ceases to be such a
Subsidiary or an Affiliate, as the case may be, and the participant does not
immediately thereafter become an employee of, or service-provider for, the
Company or another Subsidiary or Affiliate. Temporary absences from employment
because of illness, vacation or leave of absence and transfers among the Company
and its Subsidiaries and Affiliates shall not be considered Terminations of
Employment.

         For purposes of the Plan, a participant's employment shall be deemed to
have terminated at the close of business on the day preceding the first date on
which he or she is no longer for any reason whatsoever employed by the Company
or any of its Subsidiaries or Affiliates.

         In addition, certain other terms used herein have definitions given to
them in the first place in which they are used.

                                    SECTION 2

                                 ADMINISTRATION

         The Plan shall be administered by the Compensation Committee or such
other committee of the Board as the Board may from time to time designate (the
"Committee"), which shall be composed of not less than two directors, and shall
be appointed by and serve at the pleasure of the Board.

         The Committee shall have plenary authority to grant Awards pursuant to
the terms of the Plan to Eligible Individuals.

         Among other things, the Committee shall have the authority, subject to
the terms of the Plan:


                                      -3-
<PAGE>

         a. To select the Eligible Individuals to whom Awards may from time to
time be granted;

         b. To determine whether and to what extent Stock Options, Stock
Appreciation Rights, Restricted Stock, Performance Units and other stock-based
awards or any combination thereof are to be granted hereunder;

         c. To determine the number of shares of Common Stock to be covered by
each Award granted hereunder;

         d. To determine the terms and conditions of any Award granted hereunder
(including, but not limited to, the option price (subject to Section 5(a)), any
vesting condition, restriction or limitation (which may be related to the
performance of the participant, the Company or any Subsidiary or Affiliate) and
any vesting acceleration or forfeiture waiver regarding any Award and the shares
of Common Stock relating thereto, based on such factors as the Committee shall
determine;

         e. To modify, amend or adjust the terms and conditions of any Award, at
any time or from time to time, including but not limited to Performance Goals;
provided, however, that the Committee may not, subject to the last paragraph of
Section 3, reduce the exercise price or cancel and regrant a Stock Option
theretofore granted;

         f. To determine to what extent and under what circumstances Common
Stock and other amounts payable with respect to an Award shall be deferred; and

         g. To determine under what circumstances an Award may be settled in
cash or Common Stock under Sections 5(i), 6(b)(ii) and 8(b)(iv).

         The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan.

         The Committee may act only by a majority of its members then in office,
except that the Committee may, except to the extent prohibited by applicable law
or the applicable rules of a stock exchange, allocate all or any portion of its
responsibilities and powers to any one or more of its members and may delegate
all or any part of its responsibilities and powers to any person or persons
selected by it. Any such allocation or delegation may be revoked by the
Committee at any time.

         Any determination made by the Committee or pursuant to delegated
authority pursuant to the provisions of the Plan with respect to any Award shall
be made in the sole discretion of the Committee or such delegate at the time of
the grant of the Award or, unless in contravention of any express term of the
Plan, at any time thereafter. All decisions made by the Committee or any
appropriately delegated officer pursuant to the provisions of the Plan shall be
final and binding on all persons, including the Company and Plan participants.


                                      -4-
<PAGE>

         Any authority granted to the Committee may also be exercised by the
full Board. To the extent that any action taken by the Board conflicts with
action taken by the Committee, the Board action shall control.

                                    SECTION 3

                          COMMON STOCK SUBJECT TO PLAN

         The maximum number of shares of Common Stock that may be delivered to
participants and their beneficiaries under the Plan shall be 2,000,000. Shares
subject to an Award under the Plan may be authorized and unissued shares or may
be treasury shares.

         If any Award is forfeited, or if any Stock Option (and related Stock
Appreciation Right, if any) terminates, expires or lapses without being
exercised, or if any Stock Appreciation Right is exercised for cash, shares of
Common Stock subject to such Awards shall again be available for distribution in
connection with Awards under the Plan.

         In the event of any change in corporate capitalization (including, but
not limited to, a change in the number of shares of Common Stock outstanding),
such as a stock split or a corporate transaction, such as any merger,
consolidation, separation, including a spin-off, or other distribution of stock
or property of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Section 368 of the
Code) or any partial or complete liquidation of the Company, the Committee or
Board may make such substitution or adjustments in the aggregate number and kind
of shares reserved for issuance under the Plan, in the number, kind and option
price of shares subject to outstanding Stock Options, Stock Appreciation Rights
and Restricted Stock, in the number and kind of shares subject to other
outstanding Awards granted under the Plan and/or such other equitable
substitution or adjustments as it may determine to be appropriate in its sole
discretion; provided, however, that the number of shares subject to any Award
shall always be a whole number. Such adjusted option price shall also be used to
determine the amount payable by the Company upon the exercise of any Stock
Appreciation Right associated with any Stock Option.

                                    SECTION 4

                                   ELIGIBILITY

         Awards may be granted under the Plan to Eligible Individuals. No grant
shall be made under this Plan to persons who are not Eligible Individuals.

                                    SECTION 5

                                  STOCK OPTIONS

         Stock Options may be granted alone or in addition to other Awards
granted under the Plan. All Stock Options granted under the Plan shall be
non-qualified stock options and not incentive stock options as defined under
Section 422 of the Code. Any Stock Option granted under the Plan shall be in
such form as the Committee may from time to time approve.


                                      -5-
<PAGE>

         The Committee shall have the authority to grant any optionee Stock
Options (with or without Stock Appreciation Rights).

         Stock Options shall be evidenced by option agreements, the terms and
provisions of which may differ. The grant of a Stock Option shall occur on the
date the Committee by resolution selects an Eligible Individual to receive a
grant of a Stock Option, determines the number of shares of Common Stock to be
subject to such Stock Option to be granted to such Eligible Individual and
specifies the terms and provisions of the Stock Option. The Company shall notify
an Eligible Individual of any grant of a Stock Option, and a written option
agreement or agreements shall be duly executed and delivered by the Company to
the participant. Such agreement or agreements shall become effective upon
execution by the Company and the participant.

         Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions as
the Committee shall deem desirable:

         a. Option Price. The option price per share of Common Stock purchasable
under a Stock Option shall be determined by the Committee and set forth in the
option agreement, and shall not be less than the Fair Market Value of the Common
Stock subject to the Stock Option on the date of grant.

         b. Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than 10 years after the
date the Stock Option is granted.

         c. Exercisability. Except as otherwise provided herein, Stock Options
shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee. If the Committee provides
that any Stock Option is exercisable only in installments, the Committee may at
any time waive such installment exercise provisions, in whole or in part, based
on such factors as the Committee may determine. In addition, the Committee may
at any time accelerate the exercisability of any Stock Option.

         d. Method of Exercise. Subject to the provisions of this Section 5,
Stock Options may be exercised, in whole or in part, at any time during the
option term by giving written notice of exercise to the Company specifying the
number of shares of Common Stock subject to the Stock Option to be purchased.

         Such notice shall be accompanied by payment in full of the purchase
price by certified or bank check or such other instrument as the Company may
accept. If approved by the Committee, payment, in full or in part, may also be
made in the form of unrestricted Common Stock (by delivery of such shares or by
attestation) already owned by the optionee of the same class as the Common Stock
subject to the Stock Option (based on the Fair Market Value of the Common Stock
on the date the Stock Option is exercised); provided, however, that such already
owned shares have been held by the optionee for at least six months at the time
of exercise or had been purchased on the open market.


                                      -6-
<PAGE>

         If approved by the Committee, payment in full or in part may also be
made by delivering a properly executed exercise notice to the Company, together
with a copy of irrevocable instructions to a broker to deliver promptly to the
Company the amount of sale or loan proceeds necessary to pay the purchase price,
and, if requested, reduced by the amount of any federal, state, local or foreign
withholding taxes. To facilitate the foregoing, the Company may enter into
agreements for coordinated procedures with one or more brokerage firms.

         No shares of Common Stock shall be issued until full payment therefor
has been made. Except as otherwise provided in Section 5(k) below, an optionee
shall have all of the rights of a shareholder of the Company holding the class
or series of Common Stock that is subject to such Stock Option (including, if
applicable, the right to vote the shares and the right to receive dividends),
when the optionee has given written notice of exercise, has paid in full for
such shares and, if requested, has given the representation described in Section
14(a).

         If determined by the Committee at the date of grant of a Stock Option,
in the event an optionee who has not incurred a Termination of Employment pays
the option price of such Stock Option (in whole or in part) by delivering (or
attesting to ownership of) shares of Common Stock previously owned by the
optionee, such optionee shall automatically be granted a reload Stock Option (a
"Reload Option") for the number of shares of Common Stock used to pay the option
price. Unless otherwise determined by the Committee, the Reload Option shall be
subject to the same terms and conditions as the Stock Option, except that the
Reload Option shall have an option price equal to the Fair Market Value of the
Common Stock on the date the Reload Option is granted, expire the same date as
the expiration date of the Stock Option so exercised, shall vest and become
exercisable 6 months following the date of grant of such Reload Option and shall
not have the rights set forth in Section 5(j) hereof. Additional Reload Options
may only be granted upon exercise of a Reload Option if the Fair Market Value of
the Common Stock on the date of such exercise is 25% or more higher than the
Fair Market Value of the Common Stock on the date of grant of the Reload Option
being exercised.

         e. Nontransferability of Stock Options. No Stock Option shall be
transferable by the optionee other than (i) by will or by the laws of descent
and distribution; or (ii) as otherwise expressly permitted by the Committee
including, if so permitted, pursuant to a transfer to such optionee's immediate
family, whether directly or indirectly or by means of a trust or partnership or
otherwise. For purposes of this Plan, unless otherwise determined by the
Committee, "immediate family" shall mean the optionee's children, spouse and
grandchildren. All Stock Options shall be exercisable, subject to the terms of
this Plan, only by the optionee, the guardian or legal representative of the
optionee, or any person to whom such option is transferred pursuant to this
paragraph, it being understood that the term "holder" and "optionee" include
such guardian, legal representative and other transferee.

         f. Termination by Death. Unless otherwise determined by the Committee,
if an optionee incurs a Termination of Employment by reason of death, any Stock
Option held by such optionee may thereafter be exercised, to the extent then
exercisable, or on such accelerated basis as the Committee may determine, for a
period of one year (or such other period as the Committee may specify in the
option agreement) from the date of such death or until the expiration of the
stated term of such Stock Option, whichever period is the shorter.


                                      -7-
<PAGE>

         g. Termination by Reason of Disability or Retirement. Unless otherwise
determined by the Committee, if an optionee incurs a Termination of Employment
by reason of Disability or Retirement, any Stock Option held by such optionee
may thereafter be exercised by the optionee, to the extent it was exercisable at
the time of termination, or on such accelerated basis as the Committee may
determine, for a period of one year (or such other period as the Committee may
specify in the option agreement) from the date of such Termination of Employment
or until the expiration of the stated term of such Stock Option, whichever
period is the shorter; provided, however, that if the optionee dies within such
period, any unexercised Stock Option held by such optionee shall,
notwithstanding the expiration of such period, continue to be exercisable to the
extent to which it was exercisable at the time of death for a period of 12
months from the date of such death or until the expiration of the stated term of
such Stock Option, whichever period is the shorter.

         h. Other Termination. Unless otherwise determined by the Committee: (A)
if an optionee incurs a Termination of Employment for Cause, all Stock Options
held by such optionee shall thereupon terminate; and (B) if an optionee incurs a
Termination of Employment for any reason other than death, Disability,
Retirement or for Cause, any Stock Option held by such optionee, to the extent
it was then exercisable at the time of termination, or on such accelerated basis
as the Committee may determine, may be exercised for the lesser of three months
from the date of such Termination of Employment or the balance of such Stock
Option's term; provided, however, that if the optionee dies within such
three-month period, any unexercised Stock Option held by such optionee shall,
notwithstanding the expiration of such three-month period, continue to be
exercisable to the extent to which it was exercisable at the time of death for a
period of 12 months from the date of such death or until the expiration of the
stated term of such Stock Option, whichever period is the shorter.

         Notwithstanding any other provision of this Plan to the contrary, in
the event an optionee incurs a Termination of Employment other than for Cause
during the 24-month period following a Change in Control, any Stock Option held
by such optionee may thereafter be exercised by the optionee, to the extent it
was exercisable at the time of termination, including on such accelerated basis
as provided in Section 11(a), for (x) the longer of (i) one year from such date
of termination or (ii) such other period as may be provided in the Plan for such
Termination of Employment or as the Committee may provide in the option
agreement, or (y) until expiration of the stated term of such Stock Option,
whichever period is the shorter.

         i. Cashing Out of Stock Option. On receipt of written notice of
exercise, the Committee may elect to cash out all or part of the portion of the
shares of Common Stock for which a Stock Option is being exercised by paying the
optionee an amount, in cash or Common Stock, equal to the excess of the Fair
Market Value of the Common Stock over the option price times the number of
shares of Common Stock for which the Option is being exercised on the effective
date of such cash-out.

         j. Change in Control Cash-Out. Notwithstanding any other provision of
the Plan, during the 60-day period from and after a Change in Control (the
"Exercise Period"), if the Committee shall determine at the time of grant or
thereafter, an optionee shall have the right, whether or not the Stock Option is
fully exercisable and in lieu of the payment of the option


                                      -8-
<PAGE>

price for the shares of Common Stock being purchased under the Stock Option and
by giving notice to the Company, to elect (within the Exercise Period) to
surrender all or part of the Stock Option to the Company and to receive cash,
within 5 days of such election, in an amount equal to the amount by which the
Change in Control Price per share of Common Stock on the date of such election
shall exceed the exercise price per share of Common Stock under the Stock Option
multiplied by the number of shares of Common Stock granted under the Stock
Option as to which the right granted under this Section 5(j) shall have been
exercised.

         k. Deferral of Option Shares. The Committee may from time to time
establish procedures pursuant to which an optionee may elect to defer, until a
time or times later than the exercise of an Option, receipt of all or a portion
of the shares of Common Stock subject to such Option and/or to receive cash at
such later time or times in lieu of such deferred shares, all on such terms and
conditions as the Committee shall determine. If any such deferrals are
permitted, then notwithstanding Section 5(d) above, an optionee who elects such
deferral shall not have any rights as a stockholder with respect to such
deferred shares unless and until shares are actually delivered to the optionee
with respect thereto, except to the extent otherwise determined by the
Committee.

                                    SECTION 6

                            STOCK APPRECIATION RIGHTS

         a. Grant and Exercise. Stock Appreciation Rights may be granted in
conjunction with all or part of any Stock Option granted under the Plan. Such
rights may be granted either at or after the time of grant of such Stock Option.
A Stock Appreciation Right shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option.

         A Stock Appreciation Right may be exercised by an optionee in
accordance with Section 6(b) by surrendering the applicable portion of the
related Stock Option in accordance with procedures established by the Committee.
Upon such exercise and surrender, the optionee shall be entitled to receive an
amount determined in the manner prescribed in Section 6(b). Stock Options, which
have been so surrendered, shall no longer be exercisable to the extent the
related Stock Appreciation Rights have been exercised.

         b. Terms and Conditions. Stock Appreciation Rights shall be subject to
such terms and conditions as shall be determined by the Committee, including the
following:

                  (i) Stock Appreciation Rights shall be exercisable only at
         such time or times and to the extent that the Stock Options to which
         they relate are exercisable in accordance with the provisions of
         Section 5 and this Section 6.

                  (ii) Upon the exercise of a Stock Appreciation Right, an
         optionee shall be entitled to receive an amount in cash, shares of
         Common Stock or both, in value equal to the excess of the Fair Market
         Value of one share of Common Stock over the option price per share
         specified in the related Stock Option multiplied by the number of
         shares in respect of which the Stock Appreciation Right shall have been
         exercised, with the Committee having the right to determine the form of
         payment.


                                      -9-
<PAGE>

                  (iii) Stock Appreciation Rights shall be transferable only to
         permitted transferees of the underlying Stock Option in accordance with
         Section 5(e).

                  (iv) Upon the exercise of a Stock Appreciation Right, the
         Stock Option or part thereof to which such Stock Appreciation Right is
         related shall be deemed to have been exercised for the purpose of the
         limitation set forth in Section 3 on the number of shares of Common
         Stock to be issued under the Plan, but only to the extent of the number
         of shares covered by the Stock Appreciation Right at the time of
         exercise based on the value of the Stock Appreciation Right at such
         time.

                                    SECTION 7

                                RESTRICTED STOCK

         a. Administration. Shares of Restricted Stock may be awarded either
alone or in addition to other Awards granted under the Plan. The Committee shall
determine the Eligible Individuals to whom and the time or times at which grants
of Restricted Stock will be awarded, the number of shares to be awarded to any
Eligible Individual, the conditions for vesting, the time or times within which
such Awards may be subject to forfeiture and any other terms and conditions of
the Awards, in addition to those contained in Section 7(c); provided, however,
that, subject to Section 7(c)(i) and Section 11(a)(ii), no shares of Restricted
Stock shall vest prior to three years from the date of grant. Notwithstanding
the previous sentence, the Committee shall have discretion to permit vesting of
shares of Restricted Stock prior to three years from the date of grant in the
event of a participant's Termination of Employment by reason of Retirement,
Disability or death, or under other limited circumstances if the Committee
determines that such earlier vesting is necessary to fulfill a legitimate
corporate purpose such as the hiring or retention of a key employee; provided,
however, that the Committee shall exercise its discretion (under this Section
7(a) and Section 7(c)(i)) in these other limited circumstances with respect to
shares of Restricted Stock which in the aggregate do not exceed 10% of the
maximum number of shares of Common Stock authorized for issuance in Section 3.

         b. Awards and Certificates. Shares of Restricted Stock shall be
evidenced in such manner as the Committee may deem appropriate, including
book-entry registration or issuance of one or more stock certificates. Any
certificate issued in respect of shares of Restricted Stock shall be registered
in the name of such participant and shall bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such Award,
substantially in the following form:

         "The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) of the GreenPoint Financial Corp. 2001 Stock Plan and a Restricted
Stock Agreement. Copies of such Plan and Agreement are on file at the offices of
GreenPoint Financial Corp., 90 Park Avenue, New York, New York 10016-1303."


                                      -10-
<PAGE>

         The Committee may require that the certificates evidencing such shares
be held in custody by the Company until the restrictions thereon shall have
lapsed and that, as a condition of any Award of Restricted Stock, the
participant shall have delivered a stock power, endorsed in blank, relating to
the Common Stock covered by such Award.

         c. Terms and Conditions. Shares of Restricted Stock shall be subject to
the following terms and conditions:

                  (i) The Committee may condition the grant or vesting of an
         Award of Restricted Stock upon the attainment of Performance Goals.
         Subject to Section 11(a)(ii), no shares of Restricted Stock, the
         vesting of which is conditioned upon the attainment of Performance
         Goals, shall vest prior to one year from the date of grant.
         Notwithstanding the previous sentence, the Committee shall have
         discretion to permit vesting of shares of Restricted Stock, the vesting
         of which is conditioned upon the attainment of Performance Goals, prior
         to one year from the date of grant in the event of a participant's
         Termination of Employment by reason of Retirement, Disability or death,
         or under other limited circumstances if the Committee determines that
         such earlier vesting is necessary to fulfill a legitimate corporate
         purpose such as the hiring or retention of a key employee; provided,
         however, that the Committee shall exercise its discretion (under this
         Section 7(c)(i) and Section 7(a)) in these other limited circumstances
         with respect to shares of Restricted Stock which in the aggregate do
         not exceed 10% of the maximum number of shares of Common Stock
         authorized for issuance in Section 3. The Committee may also condition
         the grant or vesting of an Award of Restricted Stock upon the continued
         service of the participant. The conditions for grant or vesting and the
         other provisions of Restricted Stock Awards (including without
         limitation any applicable Performance Goals) need not be the same with
         respect to each recipient. The Committee may at any time, in its sole
         discretion, accelerate or waive, in whole or in part, any of the
         foregoing restrictions, other than the restriction period minimums
         described in Section 7(a) and this Section 7(c)(i).

                  (ii) Subject to the provisions of the Plan and the Restricted
         Stock referred to in Section 7(c)(vi), during the period, if any, set
         by the Committee, commencing with the date of such Award for which such
         participant's continued service is required (the "Restriction Period"),
         and until the later of (A) the expiration of the Restriction Period and
         (B) the date the applicable Performance Goals (if any) are satisfied,
         the participant shall not be permitted to sell, assign, transfer,
         pledge or otherwise encumber shares of Restricted Stock.

                  (iii) Except as provided in Section 7(c)(i) through 7(c)(iii),
         the Restricted Stock Agreement, or as otherwise determined by the
         Committee, the participant shall have, with respect to the shares of
         Restricted Stock, all of the rights of a stockholder of the Company
         holding the class or series of Common Stock that is the subject of the
         Restricted Stock, including, if applicable, the right to vote the
         shares and the right to receive any cash dividends. If so determined by
         the Committee in the applicable Restricted Stock Agreement and subject
         to Section 14(e) of the Plan, (A) cash dividends on the class or series
         of Common Stock that is the subject of the Restricted Stock Award shall
         be automatically deferred and reinvested in additional Restricted
         Stock, held


                                      -11-
<PAGE>

         subject to the vesting of the underlying Restricted Stock, or held
         subject to meeting Performance Goals applicable only to dividends, and
         (B) dividends payable in Common Stock shall be paid in the form of
         Restricted Stock of the same class as the Common Stock with which such
         dividend was paid, held subject to the vesting of the underlying
         Restricted Stock, or held subject to meeting Performance Goals
         applicable only to dividends.

                  (iv) Except to the extent otherwise provided in the applicable
         Restricted Stock Agreement or Section 7(c)(i), 7(c)(ii) or 11(a)(ii),
         upon a participant's Termination of Employment for any reason during
         the Restriction Period or before the applicable Performance Goals are
         satisfied, all shares still subject to restriction shall be forfeited
         by the participant; provided, however, that the Committee shall have
         the discretion to waive, in whole or in part, any or all remaining
         restrictions (other than the restriction period minimums set forth in
         Sections 7(a) and 7(c)(i) with respect to any or all of such
         participant's shares of Restricted Stock.

                  (v) If and when any applicable Performance Goals are satisfied
         and the Restriction Period expires without a prior forfeiture of the
         Restricted Stock, unlegended certificates for such shares shall be
         delivered to the participant upon surrender of the legended
         certificates.

                  (vi) Each Award shall be confirmed by, and be subject to, the
         terms of a Restricted Stock Agreement.

                                    SECTION 8

                                PERFORMANCE UNITS

         a. Administration. Performance Units may be awarded either alone or in
addition to other Awards granted under the Plan. The Committee shall determine
the Eligible Individuals to whom and the time or times at which Performance
Units shall be awarded, the number of Performance Units to be awarded to any
Eligible Individual, the duration of the Award Cycle and any other terms and
conditions of the Award, in addition to those contained in Section 8(b).

         b. Terms and Conditions. Performance Units Awards shall be subject to
the following terms and conditions:

                  (i) The Committee may condition the settlement of Performance
         Units Awards upon the attainment of Performance Goals. The Committee
         may also condition the settlement thereof upon the continued service of
         the participant. The provisions of such Awards (including without
         limitation any applicable Performance Goals) need not be the same with
         respect to each recipient. Subject to the provisions of the Plan and
         the Performance Units Agreement referred to in Section 8(b)(v),
         Performance Units may not be sold, assigned, transferred, pledged or
         otherwise encumbered during the Award Cycle. Subject to Section
         11(a)(iii), no Performance Units may be earned prior to three years
         from the date of grant (or one year from the date of grant if the
         settlement thereof is conditioned upon the attainment of Performance
         Goals). Notwithstanding the


                                      -12-
<PAGE>

         previous sentence, the Committee shall have the discretion to permit
         Performance Units to be earned and payable in full (or such other
         portions as the Committee may determine) in the event the
         participant's employment is terminated by reason of Disability or
         death, or upon other types of Termination of Employment that the
         Committee may specify.

                  (ii) Except to the extent otherwise provided in the applicable
         Performance Units Agreement or Section 8(b)(i) or (iii) or 11(a)(iii),
         upon a participant's Termination of Employment for any reason during
         the Award Cycle or before any applicable Performance Goals are
         satisfied, all rights to receive cash or stock in settlement of the
         Performance Units shall be forfeited by the participant; provided,
         however, that the Committee shall have the discretion to waive, in
         whole or in part, any or all remaining payment limitations (other than
         the restriction period minimums set forth in Section 8(b)(i)) with
         respect to any or all of such participant's Performance Units.

                  (iii) A participant may elect to further defer receipt of cash
         or shares in settlement of Performance Units for a specified period or
         until a specified event, subject in each case to the Committee's
         approval and to such terms as are determined by the Committee. Subject
         to any exceptions adopted by the Committee, such election must
         generally be made prior to commencement of the final 12-month period of
         the Award Cycle for the Performance Units in question.

                  (iv) At the expiration of the Award Cycle, the Committee shall
         evaluate the Company's performance in light of any Performance Goals
         for such Award, and shall determine the number of Performance Units
         granted to the participant which have been earned, and the Committee
         shall then cause to be delivered (A) a number of shares of Common Stock
         equal to the number of Performance Units determined by the Committee to
         have been earned, or (B) cash equal to the Fair Market Value of such
         number of shares of Common Stock to the participant, as the Committee
         shall elect (subject to any deferral pursuant to Section 8(b)(iii)).

                  (v) Each Award shall be confirmed by, and be subject to, the
         terms of a Performance Units Agreement.

                                    SECTION 9

                               TAX OFFSET BONUSES

         At the time an Award is made hereunder or at any time thereafter, the
Committee may grant to the participant receiving such Award the right to receive
a cash payment in an amount specified by the Committee, to be paid at such time
or times (if ever) as the Award results in compensation income to the
participant, for the purpose of assisting the participant to pay the resulting
taxes, all as determined by the Committee and on such other terms and conditions
as the Committee shall determine.


                                      -13-
<PAGE>

                                   SECTION 10

                            OTHER STOCK-BASED AWARDS

         Other Awards of Common Stock and other Awards that are valued in whole
or in part by reference to, or are otherwise based upon, Common Stock, including
(without limitation) dividend equivalents, convertible debentures, and
restricted stock units (i.e., rights to receive shares at a specified future
date, subject to such vesting, forfeiture, deferral of delivery, and other terms
and conditions as the Committee may specify) may be granted either alone or in
conjunction with other Awards granted under the Plan.

                                   SECTION 11

                          CHANGE IN CONTROL PROVISIONS

         a. Impact of Event. Notwithstanding any other provision of the Plan to
the contrary, in the event of a Change in Control:

                  (i) Any Stock Options and Stock Appreciation Rights
         outstanding as of the date such Change in Control is determined to have
         occurred, and which are not then exercisable and vested, shall become
         fully exercisable and vested to the full extent of the original grant.

                  (ii) The restrictions and deferral limitations applicable to
         any Restricted Stock outstanding as of the date of such Change in
         Control shall lapse, and such Restricted Stock shall become free of all
         restrictions and become fully vested and transferable to the full
         extent of the original grant.

                  (iii) All Performance Units outstanding as of the date of such
         Change in Control shall be considered to be earned and payable in full
         based upon maximum performance, and any deferral or other restriction
         shall lapse and such Performance Units shall be settled in cash (or
         shares of Common Stock at the Committee's election) as promptly as is
         practicable.

                  (iv) The Committee may also make additional adjustments and/or
         settlements of outstanding Awards as it deems appropriate and
         consistent with the Plan's purposes.

         b. Definition of Change in Control. For purposes of the Plan, a "Change
in Control" shall mean the happening of any of the following events:

                  (i) The acquisition by any individual, entity or group (within
         the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
         "Person") of beneficial ownership (within the meaning of Rule 13d-3
         promulgated under the Exchange Act) of 20% or more of either (A) the
         then outstanding shares of common stock of the Company (the
         "Outstanding Company Common Stock") or (B) the combined voting power of
         the then outstanding voting securities of the Company entitled to vote
         generally in the election of


                                      -14-
<PAGE>

         directors (the "Outstanding Company Voting Securities"); provided,
         however, that for purposes of this subsection (i), the following
         acquisitions shall not constitute a Change in Control: (1) any
         acquisition directly from the Company, (2) any acquisition by the
         Company, (3) any acquisition by any employee benefit plan (or related
         trust) sponsored or maintained by the Company or any corporation
         controlled by the Company or (4) any acquisition by any corporation
         pursuant to a transaction which complies with clauses (A), (B) and (C)
         of subsection (iii) of this Section 11(b); or

                  (ii) Individuals who, as of the effective date of the Plan,
         constitute the Board (the "Incumbent Board") cease for any reason not
         to constitute at least a majority of the Board; provided, however, that
         any individual becoming a director subsequent to the effective date of
         the Plan whose election, or nomination for election by the Company's
         shareholders, was approved by a vote of at least a majority of the
         directors then comprising the Incumbent Board shall be considered as
         though such individual were a member of the Incumbent Board, but
         excluding, for this purpose, any such individual whose initial
         assumption of office occurs as a result of an actual or threatened
         election contest with respect to the election or removal of directors
         or other actual or threatened solicitation of proxies or consents by or
         on behalf of a Person other than the Board; or

                  (iii) Consummation of a reorganization, merger or
         consolidation or sale or other disposition of all or substantially all
         of the assets of the Company (a "Business Combination"), in each case,
         unless, following such Business Combination, (A) all or substantially
         all of the individuals and entities who were the beneficial owners,
         respectively, of the Outstanding Company Common Stock and Outstanding
         Company Voting Securities immediately prior to such Business
         Combination beneficially own, directly or indirectly, more than 50% of,
         respectively, the then outstanding shares of common stock and the
         combined voting power of the then outstanding voting securities
         entitled to vote generally in the election of directors, as the case
         may be, of the corporation resulting from such Business Combination
         (including, without limitation, a corporation which as a result of such
         transaction owns the Company or all or substantially all of the
         Company's assets either directly or through one or more subsidiaries)
         in substantially the same proportions as their ownership, immediately
         prior to such Business Combination of the Outstanding Company Common
         Stock and Outstanding Company Voting Securities, as the case may be,
         (B) no Person (excluding any employee benefit plan (or related trust)
         of the Company or such corporation resulting from such Business
         Combination) beneficially owns, directly or indirectly, 20% or more of,
         respectively, the then outstanding shares of common stock of the
         corporation resulting from such Business Combination or the combined
         voting power of the then outstanding voting securities of such
         corporation except to the extent that such ownership existed prior to
         the Business Combination and (C) at least a majority of the members of
         the board of directors of the corporation resulting from such Business
         Combination were members of the Incumbent Board at the time of the
         execution of the initial agreement, or of the action of the Board,
         providing for such Business Combination; or

                  (iv) Approval by the shareholders of the Company of a complete
         liquidation or dissolution of the Company.


                                      -15-
<PAGE>

         c. Change in Control Price. For purposes of the Plan, "Change in
Control Price" means the higher of (i) the highest reported sales price, regular
way, of a share of Common Stock in any transaction reported on the New York
Stock Exchange Composite Tape or other national exchange on which such shares
are listed or on Nadsaq during the 60-day period prior to and including the date
of a Change in Control or (ii) if the Change in Control is the result of a
tender or exchange offer or a Corporate Transaction, the highest price per share
of Common Stock paid in such tender or exchange offer or Corporate Transaction.
To the extent that the consideration paid in any such transaction described
above consists all or in part of securities or other non-cash consideration, the
value of such securities or other non-cash consideration shall be determined in
the sole discretion of the Board.

                                   SECTION 12

                         TERM, AMENDMENT AND TERMINATION

         Unless earlier terminated by action of the Board, the Plan will
terminate at such time as no shares of Common Stock remain available for
delivery in connection with Awards and the Company has fulfilled all of its
obligations with respect to Awards granted under the Plan.

         The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would impair the rights of an
optionee under a Stock Option or a recipient of a Stock Appreciation Right,
Restricted Stock Award, Performance Unit Award or other stock-based Award
theretofore granted without the optionee's or recipient's consent, except such
an amendment made to comply with applicable law, stock exchange rules or
accounting rules. Subject to the repricing restrictions in Section 2(e)(i) and
the restriction period minimums described in Sections 7(a), 7(c)(i) and 8(b)(i),
the Committee may amend the terms of any Stock Option or other Award theretofore
granted, prospectively or retroactively, but no such amendment shall impair the
rights of any holder without the holder's consent except such an amendment made
to cause the Plan or Award to comply with applicable law, stock exchange rules
or accounting rules. Subject to the above provisions, the Board shall have
authority to amend the Plan to take into account changes in law and tax and
accounting rules as well as other developments, and to grant Awards which
qualify for beneficial treatment under such rules without stockholder approval.

                                   SECTION 13

                             UNFUNDED STATUS OF PLAN

         It is presently intended that the Plan constitute an "unfunded" plan
for incentive and deferred compensation. The Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under
the Plan to deliver Common Stock or make payments; provided, however, that
unless the Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the "unfunded" status of the Plan.


                                      -16-
<PAGE>

                                   SECTION 14

                               GENERAL PROVISIONS

         a. The Committee may require each person purchasing or receiving shares
pursuant to an Award to represent to and agree with the Company in writing that
such person is acquiring the shares without a view to the distribution thereof.
The certificates for such shares may include any legend that the Committee deems
appropriate to reflect any restrictions on transfer.

         Notwithstanding any other provision of the Plan or agreements made
pursuant thereto, the Company shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock under the Plan prior to
fulfillment of all of the following conditions:

                  (1) Listing or approval for listing upon notice of issuance,
         of such shares on the New York Stock Exchange, Inc., or such other
         securities exchange as may at the time be the principal market for the
         Common Stock;

                  (2) Any registration or other qualification of such shares of
         the Company under any state or federal law or regulation, or the
         maintaining in effect of any such registration or other qualification
         which the Committee shall, in its absolute discretion upon the advice
         of counsel, deem necessary or advisable; and

                  (3) Obtaining any other consent, approval, or permit from any
         state or federal governmental agency, which the Committee shall, in its
         absolute discretion after receiving the advice of counsel, determine to
         be necessary or advisable.

         b. Nothing contained in the Plan shall prevent the Company or any
Subsidiary or Affiliate from adopting other or additional compensation
arrangements for its employees.

         c. The Plan shall not constitute a contract of employment, and adoption
of the Plan shall not confer upon any employee any right to continued
employment, nor shall it interfere in any way with the right of the Company or
any Subsidiary or Affiliate to terminate the employment of any employee at any
time.

         d. No later than the date as of which an amount first becomes
includible in the gross income of the participant for federal income tax
purposes with respect to any Award under the Plan, the participant shall pay to
the Company, or make arrangements satisfactory to the Company regarding the
payment of, any federal, state, local or foreign taxes of any kind required by
law to be withheld with respect to such amount. Unless otherwise determined by
the Company, withholding obligations may be settled with Common Stock, including
Common Stock that is part of the Award that gives rise to the withholding
requirement. The obligations of the Company under the Plan shall be conditional
on such payment or arrangements, and the Company and its Subsidiaries and
Affiliates shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment otherwise due to the participant. The Committee may
establish such procedures as it deems appropriate, including making irrevocable
elections,


                                      -17-
<PAGE>

for the settlement of withholding obligations with Common Stock.

         e. Reinvestment of dividends in additional Restricted Stock at the time
of any dividend payment shall only be permissible if sufficient shares of Common
Stock are available under Section 3 for such reinvestment (taking into account
then outstanding Stock Options and other Awards).

         f. The Committee shall establish such procedures as it deems
appropriate for a participant to designate a beneficiary to whom any amounts
payable in the event of the participant's death are to be paid or by whom any
rights of the participant, after the participant's death, may be exercised.

         g. In the case of a grant of an Award to any employee of a Subsidiary
of the Company, the Company may, if the Committee so directs, issue or transfer
the shares of Common Stock, if any, covered by the Award to the Subsidiary, for
such lawful consideration as the Committee may specify, upon the condition or
understanding that the Subsidiary will transfer the shares of Common Stock to
the employee in accordance with the terms of the Award specified by the
Committee pursuant to the provisions of the Plan. All shares of Common Stock
underlying Awards that are forfeited or canceled should revert to the Company.

         h. The Plan and all Awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Delaware,
without reference to principles of conflict of laws.

         i. Except as otherwise provided in Section 5(e), 6(b)(iii), or 14(f) or
by the Committee, Awards under the Plan are not transferable except by will or
by the laws of descent and distribution.

         j. In the event an Award is granted to an Eligible Individual who is
employed or providing services outside the United States and who is not
compensated from a payroll maintained in the United States, the Committee may,
in its sole discretion, modify the provisions of the Plan as they pertain to
such individual to comply with applicable foreign law or custom, including in
order to provide benefits under the Award comparable to those accruing to a
participant providing services in the United States.

         k. Notwithstanding any other Plan provision, (A) the Committee's
authority under the Plan is limited to the extent necessary to ensure that any
Option or other Award of a type that the Committee has intended to be subject to
fixed accounting with a measurement date at the date of grant or the date
performance conditions are satisfied under APB 25 shall not become subject to
"variable" accounting or to measurement of accounting expense at some later date
solely due to the existence of such authority, unless the Committee specifically
determines that the authority shall remain in force and the Award shall be
subject to such "variable" accounting, and (B), if any right granted under the
Plan, including pursuant to Section 5(j), would make a Change in Control
transaction ineligible for pooling-of-interests accounting under APB No. 16 that
but for such rights would otherwise be eligible for such accounting treatment,
the Committee shall have the ability to substitute for the cash payable pursuant
to such right Common Stock with a Fair Market Value (as of the date of such
election) equal to the cash that would otherwise be payable hereunder or, if
necessary to preserve such accounting treatment, otherwise modify or eliminate
such right.


                                      -18-
<PAGE>

                                   SECTION 15

                             EFFECTIVE DATE OF PLAN

         The Plan shall be effective as of the date it is adopted by the Board.