THESTREET.COM, INC.
                            1998 STOCK INCENTIVE PLAN
 
                   As Amended and Restated as of May 29, 2002
 
 
SECTION 1 Purposes
 
          The purpose of TheStreet.com, Inc. 1998 Stock Incentive Plan, as
amended and restated as of May 29, 2002 (the "Plan") is to enable TheStreet.com,
Inc. (the "Company") and its Related Companies (as defined below) to attract,
retain and reward employees, directors and consultants and strengthen the
existing mutuality of interests between such persons and the Company's
stockholders by offering such persons an equity interest in the Company. For
purposes of the Plan, a "Related Company" means any corporation, partnership,
joint venture or other entity in which the Company owns, directly or indirectly,
at least a 20% beneficial ownership interest.
 
SECTION 2 Types of Awards
 
          Awards under the Plan may be in the form of (i) Stock Options, (ii)
Restricted Stock, and/or (iii) Deferred Stock.
 
SECTION 3 Administration
 
          3.1 The Plan shall be administered (i) with respect to awards to
directors who are not employees, by the Company's Board of Directors (the
"Board") and (ii) with respect to awards to all other participants, by the
Compensation Committee of the Board or such other committee of directors as the
Board shall designate, which shall consist of not less than two directors and
whose members shall serve at the pleasure of the Board. The Board or committee
of the Board which is administering the Plan within the authority granted in the
preceding sentence is hereafter referred to as the "Committee."
 
          3.2 The Committee shall have the following authority and discretion
with respect to awards under the Plan: to grant awards (subject to any
limitations contained in the Plan); to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
deem advisable; to interpret the terms and provisions of the Plan and any award
granted under the Plan; to make all factual and other determinations necessary
or advisable for the administration of the Plan; and to otherwise supervise the
administration of the Plan. In particular, and without limiting its authority
and powers, the Committee shall have the authority:
 
               (1) to determine whether and to what extent any award or
          combination of awards will be granted hereunder;
 
               (2) to select the employees, directors or consultants to whom
          awards will be granted;
 
               (3) to determine the number of shares of the common stock of the
          Company (the "Stock") to be covered by each award granted hereunder
          subject to the limitations contained herein;
 
               (4) to determine the terms and conditions of any award granted
          hereunder, including, but not limited to, any vesting or other
          restrictions based on such performance objectives (the "Performance
          Objectives"), continued employment, and such other factors as the
          Committee may establish, and to determine whether the Performance
          Objectives and other terms and conditions of the award have been
          satisfied;
 
               (5) to determine the treatment of awards upon an award holder's
          retirement, disability, death, termination for cause or other
          termination of employment or service;
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               (6) to determine that amounts equal to the amount of any
          dividends declared with respect to the number of shares covered by an
          award (i) will be paid to the employee currently or (ii) will be
          deferred and deemed to be reinvested or (iii) will otherwise be
          credited to the employee, or that the employee has no rights with
          respect to such dividends;
 
               (7) to amend the terms of any award, prospectively or
          retroactively; provided, however, that no amendment shall impair the
          rights of the award holder without his or her written consent;
 
               (8) to substitute new Stock Options for previously granted Stock
          Options, or for options granted under other plans or agreements, in
          each case including previously granted options having higher option
          prices;
 
               (9) to determine whether, to what extent, and under what
          circumstances Stock and other amounts payable with respect to an award
          will be deferred either automatically or at the election of an award
          holder, including providing for and determining the amount (if any) of
          deemed earnings on any deferred amount during any deferral period;
 
               (10) to determine, pursuant to a formula or otherwise, the fair
          market value of the Stock on a given date; provided, however, that
          unless the Committee determines to use a different measure, the fair
          market value of the Stock shall be the closing price of the Stock (on
          such exchange or market as is determined by the Committee to be the
          primary market for the Stock) on the trading day immediately preceding
          the date in question;
 
               (11) to provide that the shares of Stock received as a result of
          an award shall be subject to a right of repurchase by the Company
          and/or a right of first refusal, in each case subject to such terms
          and conditions as the Committee may specify;
 
               (12) to adopt one or more sub-plans, consistent with the Plan,
          containing such provisions as may be necessary or desirable to enable
          awards under the Plan to comply with the laws of other jurisdictions
          and/or qualify for preferred tax treatment under such laws; and
 
               (13) to delegate such administrative duties as it may deem
          advisable to one or more of its members or to one or more employees or
          agents of the Company.
 
          3.3 The Committee shall have the right to designate awards as
"Performance Awards." The grant or vesting of a Performance Award shall be
subject to the achievement of Performance Objectives established by the
Committee based on one or more of the following criteria, in each case applied
to the Company on a consolidated basis and/or to a business unit, business
segment or business line and which the Committee may use as an absolute measure,
as a measure of improvement relative to prior performance, or as a measure of
comparable performance relative to a peer group of companies: sales, operating
profits, operating profits before interest expense and taxes, reduction in
operating loss, net earnings, earnings per share, return on equity, return on
assets, return on invested capital, total shareholder return, cash flow, debt to
equity ratio, market share, stock price, economic value added, and market value
added.
 
          3.4 All determinations and interpretations made by the Committee
pursuant to the provisions of the Plan shall be final and binding on all
persons, including the Company and Plan participants.
 
SECTION 4 Stock Subject to Plan
 
          4.1 The total number of shares of Stock which may be issued under the
Plan shall be 8,900,000. Such shares may consist of authorized but unissued
shares or treasury shares. The payment of any award in cash shall not count
against this share limit.
 
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          4.2 To the extent a Stock Option terminates without having been
exercised, or an award terminates without the holder having received payment of
the award, or shares awarded are forfeited, the shares subject to such award
shall again be available for distribution in connection with future awards under
the Plan. Shares of Stock equal in number to the shares surrendered in payment
of the option price, and shares of Stock which are withheld in order to satisfy
federal, state or local tax liability, shall not count against the above limit,
and shall again be available for grants under the Plan.
 
          4.3 No employee shall be granted Stock Options, Restricted Stock,
Deferred Stock, or any combination thereof with respect to more than 1,000,000
shares of Stock in any fiscal year (subject to adjustment as provided in Section
4.4).
 
          4.4 In the event of any merger, reorganization, consolidation, sale of
substantially all assets, recapitalization, Stock dividend, Stock split,
spin-off, split-up, split-off, distribution of assets or other change in
corporate structure affecting the Stock such that an adjustment is determined by
the Board in its discretion to be appropriate in order to prevent dilution or
enlargement of benefits under the Plan, then the Board shall, in such manner as
it may in its discretion deem equitable, adjust any or all of (i) the aggregate
number and kind of shares reserved for issuance under the Plan, (ii) the number
and kind of shares as to which awards may be granted to any individual in any
fiscal year, (iii) the number and kind of shares or other property subject to
outstanding awards, and (iv) the amounts to be paid by award holders or the
Company, as the case may be, with respect to outstanding awards.
 
          In addition, upon the dissolution or liquidation of the Company or
upon any reorganization, merger, or consolidation as a result of which the
Company is not the surviving corporation (or survives as a wholly-owned
subsidiary of another corporation), or upon a sale of substantially all the
assets of the Company, the Board may take such action as it in its discretion
deems appropriate to (i) accelerate the time when awards vest and/or may be
exercised and/or may be paid, (ii) cash out outstanding Stock Options and/or
other awards at or immediately prior to the date of such event, (iii) provide
for the assumption of outstanding Stock Options or other awards by surviving,
successor or transferee corporations, (iv) provide that in lieu of shares of
Stock, the award recipient shall be entitled to receive the consideration he
would have received in such transaction in exchange for such shares of Stock (or
the fair market value thereof in cash), and/or (v) provide that Stock Options
shall be exercisable for a period of at least 10 business days from the date of
receipt of a notice from the Company of such proposed event, following the
expiration of which period any unexercised Stock Options shall terminate.
 
          No fractional shares shall be issued or delivered under the Plan. The
Committee shall determine whether the value of fractional shares shall be paid
in cash or other property, or whether such fractional shares and any rights
thereto shall be cancelled without payment.
 
          The Board's determination as to which adjustments shall be made under
this Section 4.4 and the extent thereof shall be final, binding and conclusive.
 
SECTION 5 Eligibility
 
          Employees, directors, and consultants of the Company or a Related
Company are eligible to be granted awards under the Plan. In addition, awards
may be granted to prospective employees, directors, or consultants of the
Company or a Related Company but such awards shall not become effective until
the recipient's commencement of employment or service with the Company or
Related Company. Incentive Stock Options may be granted only to employees and
prospective employees of the Company or of any parent or subsidiary of the
Company (as those terms are defined in Section 424 of the Internal Revenue Code
(the "Code"). The participants under the Plan shall be selected from time to
time by the Committee, in its sole discretion, from among those eligible.
 
SECTION 6 Stock Options
 
          6.1 The Stock Options awarded under the Plan may be of two types: (i)
Incentive Stock Options within the meaning of Section 422 of the Code or any
successor provision thereto; and (ii) Non-Qualified Stock Options. To the extent
that any Stock Option does not qualify as an Incentive Stock Option, it shall
constitute a Non-Qualified Stock Option.
 
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          6.2 Subject to the following provisions, Stock Options awarded under
the Plan shall be in such form and shall have such terms and conditions as the
Committee may determine:
 
               (1) Option Price. The option price per share of Stock purchasable
          under a Stock Option shall be determined by the Committee, and may be
          less than the fair market value of the Stock on the date of the award
          of the Stock Option.
 
               (2) Option Term. The term of each Stock Option shall be fixed by
          the Committee.
 
               (3) Exercisability. Stock Options shall be exercisable at such
          time or times and subject to such terms and conditions as shall be
          determined by the Committee. The Committee may waive such exercise
          provisions or accelerate the exercisability of the Stock Option at any
          time in whole or in part.
 
               (4) Method of Exercise. Stock Options may be exercised in whole
          or in part at any time during the option period by giving notice of
          exercise, in such manner as may be determined by the Company (which
          may be written or electronic), specifying the number of whole shares
          to be purchased, accompanied by payment of the aggregate option price
          for such shares. Payment of the option price shall be made in such
          manner as the Committee may provide in the award, which may include
          (i) cash (including cash equivalents), (ii) delivery (either by actual
          delivery of the shares or by providing an affidavit affirming
          ownership of the shares) of shares of Stock already owned by the
          optionee, (iii) broker-assisted "cashless exercise" in which the
          optionee delivers a notice of exercise together with irrevocable
          instructions to a broker acceptable to the Company to sell shares of
          Stock (or a sufficient portion of such shares) acquired upon exercise
          of the Stock Option and remit to the Company a sufficient portion of
          the sale proceeds to pay the total option price and any withholding
          tax obligation resulting from such exercise, (iv) any other manner
          permitted by law, or (v) any combination of the foregoing.
 
               (5) No Stockholder Rights. An optionee shall have neither rights
          to dividends or other rights of a stockholder with respect to shares
          subject to a Stock Option until the optionee has duly exercised the
          Stock Option and a certificate for such shares has been duly issued
          (or the optionee has otherwise been duly recorded as the owner of the
          shares on the books of the Company).
 
               (6) Surrender Rights. The Committee may provide that options may
          be surrendered for cash upon any terms and conditions set by the
          Committee.
 
               (7) Non-transferability. Unless otherwise provided by the
          Committee, (i) Stock Options shall not be transferable by the optionee
          other than by will or by the laws of descent and distribution, and
          (ii) during the optionee's lifetime, all Stock Options shall be
          exercisable only by the optionee or by his or her guardian or legal
          representative. The Committee, in its sole discretion, may permit
          Stock Options to be transferred to such other transferees and on such
          terms and conditions as may be determined by the Committee.
 
               (8) Termination of Employment. Following the termination of an
          optionee's employment or service with the Company or a Related
          Company, the Stock Option shall be exercisable to the extent
          determined by the Committee. The Committee may provide different
          post-termination exercise provisions with respect to termination of
          employment or service for different reasons. The Committee may provide
          that, notwithstanding the option term fixed pursuant to Section
          6.2(2), a Stock Option which is outstanding on the date of an
          optionee's death shall remain outstanding for an additional period
          after the date of such death. The Committee shall have absolute
          discretion to determine the date and circumstances of any termination
          of employment or service.
 
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          6.3 Notwithstanding the provisions of Section 6.2, Incentive Stock
Options shall be subject to the following additional restrictions:
 
               (i) No Incentive Stock Option shall have an option price which is
          less than 100% of the fair market value of the Stock on the date of
          the award of the Incentive Stock Option (or, with respect to
          prospective employees, on the first day of employment).
 
               (ii) No Incentive Stock Option shall be exercisable more than ten
          years after the date such Incentive Stock Option is awarded.
 
               (iii) No Incentive Stock Option shall be awarded more than ten
          years after April 26, 2002, the date of Board approval of the Plan as
          amended and restated.
 
               (iv) No Incentive Stock Option granted to an employee who owns
          more than 10% of the total combined voting power of all classes of
          stock of the Company or any of its parent or subsidiary corporations,
          as defined in Section 424 of the Code, shall (A) have an option price
          which is less than 110% of the fair market value of the Stock on the
          date of award of the Incentive Stock Option or (B) be exercisable more
          than five years after the date such Incentive Stock Option is awarded.
 
               (v) The aggregate fair market value (determined as of the time
          the Incentive Stock Option is granted) of the shares with respect to
          which Incentive Stock Options (granted under the Plan and any other
          plans of the Company, its parent corporation or subsidiary
          corporations, as defined in Section 424 of the Code) are exercisable
          for the first time by an optionee in any calendar year shall not
          exceed $100,000.
 
               (vi) An optionee's right to exercise an Incentive
           Stock Option shall be subject to the optionee's agreement to notify
           the Company of any "disqualifying disposition" (for purposes of
           Section 422 of the Code) of the shares acquired upon such exercise.
 
               (vii) Incentive Stock Options shall not be transferable by the
          optionee, other than by will or by the laws of descent and
          distribution. During the optionee's lifetime, all Incentive Stock
          Options shall be exercisable only by such optionee.
 
The Committee may, with the consent of the optionee, amend an Incentive Stock
Option in a manner that would cause loss of Incentive Stock Option status,
provided the Stock Option as so amended satisfies the requirements of Section
6.2.
 
          6.4 Substitute Options. In connection with a merger or consolidation
of an entity with the Company or the acquisition by the Company of property or
stock of an entity, the Committee may grant Stock Options in substitution for
any options or other stock awards or stock-based awards granted by such entity
or an affiliate thereof. Such substitute Stock Options may be granted on such
terms as the Committee deems appropriate in the circumstances, notwithstanding
any limitations on Stock Options contained in other provisions of this Section
6.
 
SECTION 7 Restricted Stock
 
          Subject to the following provisions, all awards of Restricted Stock
shall be in such form and shall have such terms and conditions as the Committee
may determine:
 
          (1) The Restricted Stock award shall specify the number of shares of
Restricted Stock to be awarded, the price, if any, to be paid by the recipient
of the Restricted Stock and the date or dates on which, or the conditions upon
the satisfaction of which, the Restricted Stock will vest. The grant and/or the
vesting of Restricted Stock may be conditioned upon the completion of a
specified period of service with the Company or a Related Company, upon the
attainment of specified Performance Objectives or upon such other criteria as
the Committee may determine.
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          (2) Stock certificates representing the Restricted Stock awarded shall
be registered in the award holder's name, but the Committee may direct that such
certificates be held by the Company or its designee on behalf of the award
holder. Except as may be permitted by the Committee, no share of Restricted
Stock may be sold, transferred, assigned, pledged or otherwise encumbered by the
award holder until such share has vested in accordance with the terms of the
Restricted Stock award. At the time Restricted Stock vests, a certificate for
such vested shares shall be delivered to the employee (or his or her designated
beneficiary in the event of death), free of all restrictions.
 
          (3) The Committee may provide that the award holder shall have the
right to vote and/or receive dividends on Restricted Stock. Unless the Committee
provides otherwise, Stock received as a dividend on, or in connection with a
stock split of, Restricted Stock shall be subject to the same restrictions as
the Restricted Stock.
 
          (4) Except as may be provided by the Committee, in the event of an
award holder's termination of employment or service before all of his or her
Restricted Stock has vested, or in the event any conditions to the vesting of
Restricted Stock have not been satisfied prior to any deadline for the
satisfaction of such conditions set forth in the award, the shares of Restricted
Stock which have not vested shall be forfeited, and the Committee may provide
that (i) any purchase price paid by the award holder shall be returned to the
award holder or (ii) a cash payment equal to the Restricted Stock's fair market
value on the date of forfeiture, if lower, shall be paid to the award holder.
 
          (5) The Committee may waive, in whole or in part, any or all of the
conditions to receipt of, or restrictions with respect to, any or all of the
award holder's Restricted Stock (except that the Committee may not waive
conditions or restrictions with respect to awards intended to qualify under
Section 162(m) of the Code if such waiver would cause the award to fail to
qualify as "performance-based compensation" within the meaning of Section 162(m)
of the Code).
 
SECTION 8 Deferred Stock Awards
 
          Subject to the following provisions, all awards of Deferred Stock
shall be in such form and shall have such terms and conditions as the Committee
may determine:
 
          (a) The Deferred Stock award shall specify the number of shares of
Deferred Stock to be awarded and the duration of the period (the "Deferral
Period") during which, and the conditions under which, receipt of the Stock will
be deferred. The Committee may condition the grant or vesting of Deferred Stock,
or receipt of Stock or cash at the end of the Deferral Period, upon the
completion of a specified period of service with the Company and/or a Related
Company, upon the attainment of specified performance objectives, or upon such
other criteria as the Committee may determine.
 
          (b) Except as may be provided by the Committee, Deferred Stock awards
may not be sold, assigned, transferred, pledged or otherwise encumbered during
the Deferral Period.
 
          (c) At the expiration of the Deferral Period, the award holder (or his
or her designated beneficiary in the event of death) shall receive (i)
certificates for the number of shares of Stock equal to the number of shares
covered by the Deferred Stock award, (ii) cash equal to the fair market value of
such Stock, or (iii) a combination of shares and cash, as the Committee may
determine.
 
          (d) Except as may be provided by the Committee, in the event of an
award holder's termination of employment or service before the Deferred Stock
has vested, his or her Deferred Stock award shall be forfeited.
 
          (e) The Committee may waive, in whole or in part, any or all of the
conditions to receipt of, or restrictions with respect to, Stock or cash under a
Deferred Stock award (except that the Committee may not waive conditions or
restrictions with respect to awards intended to qualify under Section 162(m) of
the Code if such waiver would cause the award to fail to qualify as
"performance-based compensation" within the meaning of Section 162(m) of the
Code).
 
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SECTION 9 Tax Withholding
 
          Each award holder shall, no later than the date as of which an amount
with respect to an award first becomes includible in such person's gross income
for applicable tax purposes, pay to the Company, or make arrangements
satisfactory to the Company regarding payment of, any federal, state, local or
other taxes of any kind required by law to be withheld with respect to the
award. The obligations of the Company under the Plan shall be conditional on
such payment or arrangements, and the Company (and, where applicable, any
Related Company), shall, to the extent permitted by law, have the right to
deduct the minimum amount of any required tax withholdings from any payment of
any kind otherwise due to the award holder.
 
          To the extent permitted by the Committee, and subject to such terms
and conditions as the Committee may provide, an award holder may elect to have
the minimum amount of any required tax withholding with respect to any awards
hereunder satisfied by having the Company withhold shares of Stock otherwise
deliverable to such person with respect to the award. Alternatively, the
Committee may require that a portion of the shares of Stock otherwise
deliverable be applied to satisfy the minimum withholding tax obligations with
respect to the award.
 
SECTION 10 Amendments and Termination
 
          The Plan is of unlimited duration. The Board may discontinue the Plan
at any time and may amend it from time to time. No amendment or discontinuation
of the Plan shall adversely affect any award previously granted without the
award holder's written consent. Amendments may be made without stockholder
approval except as required to satisfy applicable laws or regulations or the
requirements of any stock exchange or market on which the Stock is listed or
traded.
 
SECTION 11 Change of Control
 
          11.1 In the event of a Change of Control, if (and only to the extent)
so determined by the Committee and specifically documented in either a special
form of agreement at the time of grant or an amendment to an existing agreement,
in each case on an individual-by-individual basis:
 
               (1) all or a portion (as determined by the Committee) of
          outstanding Stock Options awarded to such individual under the Plan
          shall become fully exercisable and vested; and
 
               (2) the restrictions applicable to all or a portion (as
          determined by the Committee) of any outstanding Restricted Stock
          awards and/or Deferred Stock awards under the Plan held by such
          individual shall lapse and such shares and awards shall be deemed
          fully vested.
 
In addition, the Committee may, in its sole discretion, accelerate the payment
date of all or any portion of an award holder's vested Restricted Stock and/or
Deferred Stock awards.
 
               11.2 A "Change of Control" means the happening of any of the
          following:
 
               (1) the acquisition by any person or group deemed a person under
          Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934
          (the "Exchange Act") (other than the Company and its subsidiaries as
          determined immediately prior to that date and any of its or their
          employee benefit plans) of beneficial ownership, directly or
          indirectly (with beneficial ownership determined as provided in Rule
          13d-3, or any successor rule, under the Exchange Act), of a majority
          of the total combined voting power of all classes of stock of the
          Company having the right under ordinary circumstances to vote at an
          election of the Board of Directors of the Company, if such person or
          group deemed a person was not a beneficial owner of at least five
          percent (5%) of such total combined voting power of the Company
          immediately prior to the Company's initial public offering;
 
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               (2) the date on which a majority of the members of the Board
          consist of persons other than Current Directors (which term shall mean
          any member of the on the date of this Amendment and Restatement of the
          Plan and any member whose nomination or election has been approved by
          a majority of Current Directors then on the Board);
 
               (3) the date of consummation of a merger or consolidation of the
          Company with another corporation or other entity where (x)
          stockholders of the Company immediately prior to such merger or
          consolidation would not beneficially own following such merger or
          consolidation shares entitling such stockholders to a majority of all
          votes (without consideration of the rights of any class of stock to
          elect directors by a separate class vote) to which all stockholders of
          the surviving corporation would be entitled in the election of
          directors in substantially the same proportions as their ownership,
          immediately prior to such merger or consolidation, of voting
          securities of the Company, or (y) where the members of the Company's
          Board of Directors, immediately prior to such merger or consolidation,
          would not, immediately after such merger or consolidation, constitute
          a majority of the board of directors of the corporation issuing cash
          or securities in the merger; or
 
               (4) the sale of all or substantially all of the assets of the
          Company; or
 
               (5) the date of approval by the stockholders of the Company of a
          plan of complete liquidation of the Company.
 
SECTION 12 General Provisions
 
          12.1 Each award under the Plan shall be subject to the requirement
that, if at any time the Committee shall determine that (i) the listing,
registration or qualification of the Stock subject or related thereto upon any
securities exchange or market or under any state or federal law, or (ii) the
consent or approval of any government regulatory body or (iii) an agreement by
the recipient of an award with respect to the disposition of Stock, is necessary
or desirable in order to satisfy any legal requirements, or (iv) the issuance,
sale or delivery of any shares of Stock is or may in the circumstances be
unlawful under the laws or regulations of any applicable jurisdiction, the right
to exercise such Stock Option shall be suspended, such award shall not be
granted and such shares will not be issued, sold or delivered, in whole or in
part, unless such listing, registration, qualification, consent, approval or
agreement shall have been effected or obtained free of any conditions not
acceptable to the Committee, and the Committee determines that the issuance,
sale or delivery of the shares is lawful. The application of this Section shall
not extend the term of any Stock Option or other award. The Company shall have
no obligation to effect any registration or qualification of the Common Stock
under federal or state laws or to compensate the award holder for any loss
caused by the implementation of this Section 12.1.
 
          12.2 Nothing set forth in this Plan shall prevent the Board from
adopting other or additional compensation arrangements. Nothing in the Plan nor
any award hereunder shall confer upon any award holder, any right to continued
employment or service with the Company or a Related Company, or interfere in any
way with the right of any such company to terminate such employment or service.
 
          12.3 Determinations by the Committee under the Plan relating to the
form, amount, and terms and conditions of awards need not be uniform, and may be
made selectively among persons who receive or are eligible to receive awards
under the Plan, whether or not such persons are similarly situated.
 
          12.4 No member of the Board or the Committee, nor any officer or
employee of the Company acting on behalf of the Board or the Committee, shall be
personally liable for any action, determination or interpretation taken or made
with respect to the Plan or any award hereunder, and all members of the Board or
the Committee and all officers or employees of the Company acting on their
behalf shall, to the extent permitted by law, be fully indemnified and protected
by the Company in respect of any such action, determination or interpretation.
 
          12.5 Neither the Plan nor any award shall create or be construed to
create a trust or separate fund of any kind or a fiduciary relationship between
the Company or Related Company and an award holder, and no award holder will, by
participation in the Plan, acquire any right in any specific Company property,
including any property the Company may set aside in connection with the Plan. To
the extent that any award holder acquires a right to receive payments from the
Company or any Related Company pursuant to an award, such right shall not be
greater than the right of an unsecured general creditor.
 
          12.6 The Plan and all awards hereunder shall be governed by the laws
of the State of New York without giving effect to conflict of laws principles.
 
 
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