<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex104.txt
<DESCRIPTION>EX 10.4  2000 STOCK OPTION & RESTR STOCK PLAN
<TEXT>
                                                                    EXHIBIT 10.4
 
 
 
                             THE
                ANNTAYLOR STORES CORPORATION
 
 
              2000 STOCK OPTION AND RESTRICTED
                      STOCK AWARD PLAN
 
 
 
 
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<PAGE>ii
 
                       Table of Contents
                       -----------------
 
 
 
Section                                                    Page
-------                                                    ----
 
1.  Purpose...................................................1
    -------
 
2.  Definitions...............................................1
    -----------
 
3.  Administration............................................2
    --------------
 
4.  Eligibility...............................................3
    -----------
 
5.  Stock.....................................................4
    -----
 
6.  Terms and Conditions of Options...........................4
    -------------------------------
 
7.  Terms and Conditions of Restricted Stock Awards...........8
    -----------------------------------------------
 
8.  Agreement by Grantee Regarding Withholding Taxes..........9
    ------------------------------------------------
 
9.  Term of Plan.............................................10
    ------------
 
10.  Amendment and Termination of the Plan...................10
     -------------------------------------
 
11.  No Approval of Stockholders.............................10
     ---------------------------
 
12.  Miscellaneous...........................................10
     -------------
 
                                       ii
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<PAGE>iii
 
                     List of Defined Terms
                     ---------------------
 
 
                                                           Page
                                                           ----
 
Acceleration Event............................................7
Board.........................................................2
Cause.........................................................1
Code..........................................................1
Committee.....................................................2
Common Stock..................................................1
Corporation...................................................1
Disability....................................................1
Executive Officer.............................................2
Fair Market Value.............................................2
Grantee.......................................................2
Grants........................................................3
Incentive Stock Option........................................1
Nonqualified Stock Options....................................1
Option........................................................2
Option Agreements.............................................3
Option Price..................................................3
Optionee......................................................4
Restricted Award Agreements...................................3
Restricted Period.............................................8
Restricted Share..............................................2
Restricted Stock Awards.......................................2
Subsidiary Corporation........................................2
 
 
                                      iii
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<PAGE>1
 
 
               THE ANNTAYLOR STORES CORPORATION
                       2000 STOCK OPTION
                AND RESTRICTED STOCK AWARD PLAN
 
 
 
1.    Purpose.
      --------
 
 
           This 2000 Stock Option and Restricted Stock Award
 
Plan is intended to encourage stock ownership by eligible
 
employees of AnnTaylor Stores Corporation (the
 
"Corporation"), its divisions and Subsidiary Corporations, so
 
that they may acquire or increase their proprietary interest
 
in the Corporation, and to encourage such employees to remain
 
in the employ of the Corporation, its divisions and
 
Subsidiary Corporations, and to put forth maximum efforts for
 
the success of the business.  It is further intended that no
 
Option granted pursuant to this Plan shall constitute an
 
"incentive stock option" ("Incentive Stock Option") within
 
the meaning of Section 422 of the Internal Revenue Code of
 
1986, as amended ("Code"), and all Options so granted shall
 
constitute "nonqualified stock options" ("Nonqualified Stock
 
Options").
 
 
 
 
2.    Definitions.
      -----------
 
           As used in this Plan, the following words and
 
phrases shall have the meanings indicated:
 
 
 
      (a)  "CAUSE" used in connection with the termination of
 
employment of a Grantee shall mean a termination of
 
employment of the Grantee by the Corporation or a division or
 
Subsidiary Corporation due to (i) the failure to render
 
services to the employer corporation in accordance with the
 
terms of such Grantee's employment, which failure amounts to
 
a material neglect of such Grantee's duties to the employer
 
corporation, (ii) the commission by the Grantee of an act of
 
fraud, misappropriation (including the unauthorized
 
disclosure of confidential or proprietary information) or
 
embezzlement, or (iii) a conviction of or guilty plea or
 
confession to any felony.
 
 
 
      (b) "COMMON STOCK" shall mean shares of the
 
Corporation's Common Stock, par value $.0068 per share.
 
 
 
      (c)  "DISABILITY" shall mean a Grantee's inability to
 
engage in any substantial gainful activity by reason of any
 
medically determinable physical or mental impairment that can
 
be expected to result in death or that has lasted or can be
 
expected to last for a continuous period of not less than
 
twelve (12) months.
 
 
 
      (d)  "EXCHANGE ACT" shall mean the Securities Exchange
 
Act of 1934, as amended.
 
                                      -1-
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<PAGE>2
 
 
 
      (e)  "EXECUTIVE OFFICER" shall have the meaning set
 
forth in Rule 16a-1(f) promulgated under the Exchange Act.
 
 
 
      (f)  "FAIR MARKET VALUE" per share as of a particular
 
date shall mean (i) the closing sales price per share of
 
Common Stock as reported on the New York Stock Exchange (or
 
if the shares of Common Stock are not then traded on such
 
exchange, on the principal national securities exchange on
 
which they are then traded) for the last preceding date on
 
which there was a sale of such Common Stock on such exchange,
 
or (ii) if the shares of Common Stock are not then traded on
 
a national securities exchange but are traded on an
 
over-the-counter market, the average of the closing bid and
 
asked prices for the shares of Common Stock in such
 
over-the-counter market for the last preceding date on which
 
there was a sale of such Common Stock in such market, or
 
(iii) if the shares of Common Stock are not then listed on a
 
national securities exchange or traded in an over-the-counter
 
market, such value as the Committee in its discretion may
 
determine.
 
 
 
      (g)  "GRANTEE" shall mean a person to whom an Option or
 
Restricted Stock Award has been granted.
 
 
 
      (h)  "OPTION" shall mean the right, granted to a Grantee
 
pursuant to Section 3, to purchase a specified number of
 
shares of Common Stock, on the terms and subject to the
 
restrictions set forth in this Plan and by the Committee upon
 
the grant of the Option to the Grantee.
 
 
 
      (i)  "RESTRICTED SHARE" shall mean a share of Common
 
Stock, awarded to a Grantee pursuant to Section 3, that is
 
subject to the terms and restrictions set forth in this Plan
 
and by the Committee upon the award of the Restricted Share
 
to the Grantee.
 
 
 
      (j)  "SUBSIDIARY CORPORATION" shall mean any corporation
 
(other than the Corporation) in an unbroken chain of
 
corporations beginning with the employer corporation if, at
 
the time of granting an Option or Restricted Stock Award,
 
each of the corporations other than the last corporation in
 
the unbroken chain owns stock possessing fifty percent (50%)
 
or more of the total combined voting power of all classes of
 
stock in one of the other corporations in such chain.
 
 
 
3.    Administration.
      --------------
 
           The Plan shall be administered by the Compensation
 
Committee (the "Committee") of the Board of Directors of the
 
Corporation (the "Board").  The Committee shall consist of
 
two or more members of the Board.
 
 
 
           The Committee shall have the authority in its
 
discretion, subject to and not inconsistent with the express
 
provisions of the Plan, to administer the Plan and to
 
exercise all the powers and authorities either specifically
 
granted to it under the Plan or necessary or advisable in the
 
administration of the Plan, including, without limitation,
 
the authority to grant Options and make awards of Restricted
 
 
                                      -2-
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<PAGE>3
 
 
 
Shares ("Restricted Stock Awards" and sometimes collectively
 
with the grant of Options, "Grants"); to determine the
 
purchase price of the shares of Common Stock covered by each
 
Option (the "Option Price"); to determine the persons to
 
whom, and the time or times at which, Options and Restricted
 
Stock Awards shall be granted; to determine the number of
 
shares to be covered by each Option; and to determine the
 
number of Restricted Shares to be covered by each Restricted
 
Stock Award; to interpret the Plan; to prescribe, amend and
 
rescind rules and regulations relating to the Plan; to
 
determine the terms and provisions of the agreements (which
 
need not be identical) entered into in connection with grants
 
of Options ("Option Agreements") and Restricted Stock Awards
 
("Restricted Award Agreements"); and to make all other
 
determinations deemed necessary or advisable for the
 
administration of the Plan.
 
 
 
           The determinations of the Committee shall be
 
binding and conclusive on all parties.  The Committee may
 
delegate to one or more of its members or to one or more
 
agents such administrative duties as it may deem advisable,
 
and the Committee or any person to whom it has delegated
 
duties as aforesaid may employ one or more persons to render
 
advice with respect to any responsibility the Committee or
 
such person may have under the Plan.  The Committee shall
 
have the authority in its discretion to delegate to specified
 
officers of the Corporation the power to make Grants,
 
including to determine the terms of such Grants, and the
 
power to extend the exercisability of Options pursuant to
 
Section 6(h) or 6(g) hereof, in each case consistent with the
 
terms of this Plan and subject to such restrictions, if any,
 
as the Committee may specify when making such delegation.
 
 
 
           The Board shall fill all vacancies, however caused,
 
in the Committee.  The Board may from time to time appoint
 
additional members to the Committee, and may at any time
 
remove one or more Committee members and substitute others.
 
One member of the Committee shall be selected by the Board as
 
chairman.  The Committee shall hold its meetings at such
 
times and places as it shall deem advisable.  All
 
determinations of the Committee shall be made by a majority
 
of its members either present in person or participating by
 
conference telephone at any meeting or by written consent.
 
The Committee may appoint a secretary and make such rules and
 
regulations for the conduct of its business as it shall deem
 
advisable, and shall keep minutes of its meetings.
 
 
 
           No member of the Board or Committee shall be liable
 
for any action taken or determination made in good faith with
 
respect to the Plan or any Grant made hereunder.
 
 
 
4.  Eligibility.
    -----------
 
           Options and Restricted Stock Awards may be granted
 
to employees of the Corporation or its present or future
 
divisions and Subsidiary Corporations who are not Executive
 
Officers.  In determining the persons to whom Options and
 
Restricted Stock Awards shall be granted and the number of
 
shares to be covered by each Option, and the number of
 
Restricted Shares to be covered by each Restricted Stock
 
Award, the Committee shall take into account the duties of
 
the respective persons, their present and potential
 
contributions to the success of the Corporation and such
 
other factors as the Committee shall deem relevant in
 
connection with accomplishing the purpose of the Plan.  A
 
 
                                       3
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<PAGE>4
 
 
 
person to whom an Option has been granted hereunder is
 
sometimes referred to herein as an "Optionee."
 
 
 
           A Grantee shall be eligible to receive more than
 
one Grant during the term of the Plan, but only on the terms
 
and subject to the restrictions hereinafter set forth.
 
 
 
5.     Stock.
       -----
 
           The shares of Common Stock subject to Options and
 
Restricted Stock Awards hereunder shall be shares that are
 
held by the Corporation as treasury shares.   Subject to the
 
next sentence of this paragraph, the aggregate number of
 
shares of Common Stock as to which Options and Restricted
 
Stock may be granted from time to time under this Plan shall
 
not exceed 1,000,000, of which no more than 250,000 may be
 
granted as Restricted Stock.  The limitations established by
 
the preceding sentences shall be subject to adjustment as
 
provided in Section 6(i) hereof.
 
 
 
           If any shares subject to an Option Grant or
 
Restricted Stock Award are forfeited, canceled, exchanged or
 
surrendered or if a Grant otherwise terminates or expires
 
without a distribution of shares to the Grantee, the shares
 
of Common Stock with respect to such Grant shall, to the
 
extent of any such forfeiture, cancellation, exchange,
 
surrender, termination or expiration, again be available for
 
Grants under the Plan.
 
 
 
6.    Terms and Conditions of Options.
      -------------------------------
 
 
           Each Option granted pursuant to the Plan shall be
 
evidenced by a written Option Agreement between the
 
Corporation and the Optionee, which agreement shall comply
 
with and be subject to the following terms and conditions
 
(and with such other terms and conditions not inconsistent
 
with the terms of this Plan as the Committee, in its
 
discretion, shall establish):
 
 
 
           (a)  NUMBER OF SHARES.  Each Option Agreement shall
 
state the number of shares of Common Stock to which the
 
Option relates.
 
 
 
           (b)  TYPE OF OPTION.  Each Option Agreement shall
 
specifically state that no portion of the Option constitutes
 
an Incentive Stock Option and the entire Option constitutes a
 
Nonqualified Stock Option.
 
 
 
           (c)  OPTION PRICE.  Each Option Agreement shall
 
state the Option Price, which shall be not less than one
 
hundred percent (100%) of the Fair Market Value of the shares
 
of Common Stock of the Corporation on the date of grant of
 
the Option.  The Option Price shall be subject to adjustment
 
as provided in Section 6(i) hereof.  The date on which the
 
Committee adopts a resolution expressly granting an Option
 
shall be considered the day on which such Option is granted,
 
unless such resolution expressly provides for a specific
 
later date.
 
                                       4
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<PAGE>5
 
 
           (d)  MEDIUM AND TIME OF PAYMENT.  The Option Price
 
shall be paid in full, at the time of exercise, (i) in cash,
 
(ii) in shares of Common Stock having a Fair Market Value
 
equal to such Option Price, or (iii) in a combination of cash
 
and shares or (iv) in the sole discretion of the Committee,
 
through a cashless exercise procedure involving a broker,
 
provided that such method and time for payment shall be
 
permitted by and be in compliance with applicable law.
 
 
 
           (e)  TERM AND EXERCISE OF OPTIONS.  Except as
 
provided in Section 6(i) hereof or unless otherwise
 
determined by the Committee, the shares covered by an Option
 
shall become exercisable over such period, in cumulative
 
installments or otherwise, or upon the satisfaction of such
 
performance goals or other conditions, as the Committee shall
 
determine; provided, however, that the Committee shall have
           --------  -------
the authority to accelerate the exercisability of all or any
 
portion of any outstanding Option at such time and under such
 
circumstances as it, in its sole discretion, deems
 
appropriate, and provided further, however, that such exercise
 
period shall not exceed ten (10) years from the date of grant
 
of such Option.  The exercise period shall be subject to
 
earlier termination as provided in Sections 6(f) and 6(g)
 
hereof.  An Option may be exercised, as to any or all full
 
shares of Common Stock as to which the Option has become
 
exercisable, by giving written notice of such exercise to the
 
Committee; provided, however, that an Option may not be
           --------  -------
exercised at any one time as to fewer than 100 shares (or
 
such number of shares as to which the Option is then
 
exercisable if such number of shares is less than 100).
 
 
 
           (f)  TERMINATION.  Except as provided in this
 
Section 6(f) and in Section 6(g) hereof, an Option may not be
 
exercised unless the Optionee is then in the employ of the
 
Corporation or one of its divisions or Subsidiary
 
Corporations, and unless the Optionee has remained
 
continuously so employed since the date of grant of the
 
Option.
 
           In the event that the employment of an Optionee
 
shall terminate other than by reason of death, Disability or
 
Retirement, all Options theretofore granted to such Optionee
 
shall, to the extent not theretofore exercised or canceled,
 
terminate immediately upon such separation of employment;
 
provided, however, that the Committee may in its discretion
--------  -------
extend the period for exercise of Options that were
 
exercisable at the time of separation of employment to a date
 
later than such separation date, but in any event not beyond
 
the date on which the Option would otherwise expire pursuant
 
to Section 6(a) hereof.
 
 
 
           Nothing in the Plan or in any Option granted
 
pursuant hereto shall confer upon an individual any right to
 
continue in the employ of the Corporation or any of its
 
divisions or Subsidiary Corporations or interfere in any way
 
with the right of the Corporation or any such division or
 
Subsidiary Corporation to terminate such employment.
 
 
 
           (g)  DEATH, DISABILITY OR RETIREMENT OF OPTIONEE.
 
If an Optionee shall die while employed by the Corporation or
 
a Subsidiary Corporation, or if the Optionee's employment
 
shall terminate by reason of Disability or Retirement, all
 
Options theretofore granted to such Optionee, to the extent
 
exercisable on the date of death or separation, may be
 
exercised by the Optionee or by the Optionee's estate or by a
 
 
                                       5
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<PAGE>6
 
 
person who acquired the right to exercise such Option by
 
bequest or inheritance or otherwise by reason of the death or
 
Disability of the Optionee, at any time within three (3)
 
years after the date of death or termination by reason of
 
Disability or Retirement, or at such later time as the
 
Committee may in its discretion determine, but in any event
 
not beyond the date on which the Option would otherwise
 
expire pursuant to Section 6(e) hereof.
 
 
 
           (h)  NONTRANSFERABILITY OF OPTIONS.  Options
 
granted under the Plan shall not be transferable otherwise
 
than by will or by the laws of descent and distribution, and
 
Options may be exercised, during the lifetime of the Options,
 
only by the Optionee or by his guardian or legal
 
representative.
 
 
 
           (i)  EFFECT OF CERTAIN CHANGES.
 
 
                (1)   If there is any change in the shares of
 
      Common Stock through the declaration of stock dividends,
 
      distributions made with respect to shares of Common
 
      Stock, recapitalizations, restructurings, stock splits,
 
      or combinations or exchanges of such shares, or the
 
      like, then the number of shares of Common Stock or other
 
      securities available for Options, the kind and amount of
 
      shares and other securities covered by outstanding
 
      Options, and/or the Option Price, as appropriate, shall
 
      be adjusted as necessary to reflect equitably such
 
      change in the shares of Common Stock; provided, however,
                                            --------  -------
      that any fractional shares resulting from such
 
      adjustment shall be eliminated.
 
 
 
                (2) If, while unexercised Options remain
 
      outstanding under the Plan:
 
 
 
                     (A) any "person" (as such term is used in
 
           Sections 13(d) and 14(d) of the Exchange Act),
 
           other than the Corporation, any person who on the
 
           date hereof is a director or officer of the
 
           Corporation, any trust or other fiduciary holding
 
           securities under an employee benefit plan of the
 
           Corporation, or any corporation owned, directly or
 
           indirectly, by the stockholders of the Corporation
 
           in substantially the same proportions as their
 
           ownership of stock of the Corporation, is or
 
           becomes the "beneficial owner" (as defined in Rule
 
           13d-3 under the Exchange Act), directly or
 
           indirectly, of securities of the Corporation
 
           representing 20% or more of the combined voting
 
           power of the Corporation's then outstanding
 
           securities;
 
 
 
                     (B) during any period of not more than
 
           two consecutive years, individuals who at the
 
           beginning of such period constitute the Board, and
 
           any new director (other than a director designated
 
           by a person who has entered into an agreement with
 
           the Corporation to effect a transaction described
 
           in clause (A) or (C) of this Section 7(i)(2)) whose
 
           election by the Board or nomination for election by
 
           the Corporation's stockholders was approved by a
 
           vote of at least two-thirds (2/3) of the directors
 
           then still in office who either were directors at
 
           the beginning of the period or whose election or
 
 
                                       6
================================================================================
<PAGE>7
 
 
           nomination for election was previously so approved,
 
           cease for any reason to constitute at least a
 
           majority thereof; or
 
 
 
                     (C)  the stockholders of the Corporation
 
           approve a merger or consolidation of the
 
           Corporation with any other entity other than a
 
           merger or consolidation which would result in the
 
           voting securities of the Corporation outstanding
 
           immediately prior thereto continuing to represent
 
           (either by remaining outstanding or by being
 
           converted into voting securities of the surviving
 
           entity) more than 80% of the combined voting power
 
           of the voting securities of the Corporation or such
 
           surviving entity outstanding immediately after such
 
           merger or consolidation, or the stockholders of the
 
           Corporation approve a plan of complete liquidation
 
           of the Corporation or an agreement for the sale or
 
           disposition by the Corporation of all or
 
           substantially all of the Corporation's assets
 
 
 
      (each, an "Acceleration Event"), then all Options not
 
      theretofore exercisable by their terms shall become
 
      exercisable in full.  Following the Acceleration Event,
 
      the Committee shall provide for the cancellation of all
 
      Options then outstanding.  Upon such cancellation, the
 
      Corporation shall make, in exchange therefor, a cash
 
      payment for any such Option in an amount per share equal
 
      to the difference between the per share exercise price
 
      of such Option and the Fair Market Value of a share of
 
      Common Stock on the date during the prior sixty-day
 
      period that produces the highest Fair Market Value.
 
 
 
                (3)  In the event of a change in the Common
 
      Stock of the Corporation as presently constituted which
 
      is limited to a change of all of its authorized shares
 
      with par value into the same number of shares with a
 
      different par value or without par value, the shares
 
      resulting from any such change shall be deemed to be the
 
      Common Stock within the meaning of the Plan.
 
 
 
                (4)  The foregoing adjustments shall be made
 
      by the Committee, whose determination in that respect
 
      shall be final, binding and conclusive.
 
 
 
                (5)  Except as hereinbefore expressly provided
 
      in this Section 6(i), the Optionee shall have no rights
 
      by reason of any subdivision or consolidation of shares
 
      of stock of any class or the payment of any stock
 
      dividend or any other increase or decrease in the number
 
      of shares of stock of any class or by reason of any
 
      dissolution, liquidation, merger, or consolidation or
 
      spin-off of assets or stock of another corporation; and
 
      any issue by the Corporation of shares of stock of any
 
      class, or securities convertible into shares of stock of
 
      any class, shall not affect, and no adjustment by reason
 
      thereof shall be made with respect to, the number or
 
      price of shares of Common Stock subject to the Option.
 
      The grant of an Option pursuant to the Plan shall not
 
      affect in any way the right or power of the Corporation
 
      to make adjustments, reclassifications, reorganizations
 
      or changes of its capital or business structures or to
 
 
                                       7
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<PAGE>8
 
 
 
      merge or to consolidate or to dissolve, liquidate or
 
      sell, or transfer all or part of its business or assets.
 
 
 
           (j)  RIGHTS AS A STOCKHOLDER.  An Optionee or a
 
transferee of an Option shall have no rights as a stockholder
 
with respect to any shares covered by the Option until the
 
date of the issuance of a stock certificate for such shares.
 
No adjustment shall be made for dividends (ordinary or
 
extraordinary, whether in cash, securities or other property)
 
or distribution of other rights for which the record date it,
 
prior to the date such stock certificate is issued, except as
 
provided in Section 6(i) hereof.
 
 
 
           (k)  OTHER PROVISIONS.  The Option Agreements
 
authorized under the Plan shall contain such other
 
provisions, including without limitation the imposition of
 
restrictions upon the exercise of an Option, as the Committee
 
shall deem advisable.
 
 
 
7.    Terms and Conditions of Restricted Stock Awards.
      -----------------------------------------------
 
           Each Restricted Stock Award granted under the Plan
 
shall be evidenced by a written Restricted Award Agreement
 
between the Corporation and the Grantee, which agreement
 
shall comply with, and be subject to, the following terms and
 
conditions (and with such other terms and conditions not
 
inconsistent with the terms of this Plan as the Committee, in
 
its discretion, shall establish):
 
 
 
           (a)  NUMBER OF SHARES.  The Committee shall
 
determine the number of Restricted Shares to be awarded to a
 
Grantee pursuant to the Restricted Stock Award.
 
 
 
           (b)  NONTRANSFERABLITY.  Except as set forth in
 
subsections (f) and (g) of this Section 7, a Grantee may not
 
sell, assign, transfer, pledge, hypothecate or otherwise
 
dispose of any Restricted Shares awarded to said Grantee
 
under this Plan, or any interest therein, except by will or
 
the laws of descent and distribution, for a period of five
 
years, or such shorter period as the Committee shall
 
determine, from the date on which the award is granted.  The
 
Committee may also in its discretion impose such other
 
restrictions and conditions on Restricted Shares awarded as
 
it deems appropriate.  In determining that Restricted Period
 
of an award, the Committee may provide that the restrictions
 
shall lapse with respect to specified percentages of the
 
awarded shares on successive, anniversaries of the date of
 
such award or upon the satisfaction of such other conditions
 
as the Committee may impose.  In no event shall the
 
Restricted Period end with respect to a Restricted Stock
 
Award prior to the satisfaction by the Grantee of any
 
liability arising under Section 8 hereof.  Any attempt to
 
dispose of any Restricted Shares in contravention of any such
 
restrictions shall be null and void and without effect.  The
 
period during which such restrictions on transfer, and such
 
other restrictions as the Committee may impose, are in effect
 
is referred to as the "Restricted Period".
 
 
 
           (c)  CERTIFICATES REPRESENTING RESTRICTED SHARES.
 
The Corporation shall not be required to issue stock
 
certificates representing Restricted Shares awarded to a
 
Grantee until the Restricted Period related to such shares
 
has lapsed.  If any stock certificates representing
 
 
                                       8
 
================================================================================
<PAGE>9
 
 
Restricted Shares awarded pursuant to a Restricted Stock
 
Award are issued prior to the lapse of the Restricted Period,
 
such stock certificate shall bear an appropriate legend
 
referring to such restrictions.  Such certificates may be
 
retained by the Corporation during the Restricted Period.
 
 
 
 
           (d)  TERMINATION.  If the Grantee's continuous
 
employment with the Corporation or any of its divisions or
 
Subsidiary Corporations shall terminate for any reason prior
 
to the expiration of the Restricted Period applicable to any
 
Restricted Shares granted to such Grantee, or prior to the
 
satisfaction of any other conditions established by the
 
Committee applicable to such Grant, any such Restricted
 
Shares then remaining subject to restrictions (after taking
 
into account the provisions of subsections (f) and (g) of
 
this Section 7) shall thereupon be forfeited by the Grantee
 
and any such Restricted Shares shall be transferred to, and
 
reacquired by, the Corporation or its Subsidiary Corporation
 
at no cost to the Corporation of the Subsidiary Corporation.
 
In such event, the Grantee, or in the event of his death, his
 
personal representative, shall, with respect to any such
 
shares, forthwith deliver to the Secretary of the Corporation
 
any stock certificates in the possession of the Grantee or
 
the Grantee's representative representing the Restricted
 
Shares remaining subject to such restrictions, accompanied by
 
such instruments of transfer, if any, as may reasonably be
 
required by the Secretary of the Corporation.
 
 
 
           (e)  RIGHTS AS A STOCKHOLDER.  Upon receipt by a
 
Grantee of a Restricted Stock Award, the Grantee shall
 
possess all incidents of ownership of the Restricted Shares
 
(subject to subsection (b) of this Section 7), including the
 
right to receive or reinvest dividends with respect to such
 
shares and to vote such shares.
 
 
 
           (f)  EFFECT OF CERTAIN CHANGES.  The number of
 
Restricted Shares subject to a Grant shall be appropriately
 
adjusted by the Committee in the event of any change in the
 
shares of Common Stock set forth in Section 6(i)(1).  Upon
 
the occurrence of an Acceleration Event, as defined in
 
Section 6(i)(2), all restrictions then outstanding with
 
respect to a Restricted Stock Award shall automatically
 
expire and be of no further force and effect.
 
 
 
           (g)  OTHER PROVISIONS.  The Committee shall have
 
the authority (and the Restricted Award Agreement may so
 
provide) to cancel all or any portion of any outstanding
 
restrictions and conditions prior to the expiration of the
 
Restricted Period with respect to all or part of a Restricted
 
Stock Award on such terms and conditions as the Committee may
 
deem appropriate.  The Restricted Award Agreements authorized
 
under this Plan shall contain such other provisions not
 
inconsistent with the terms hereof as the Committee shall
 
deem advisable.
 
 
 
8.    Agreement by Grantee Regarding Withholding Taxes.
      ------------------------------------------------
 
           When a Grantee or other person becomes entitled to
 
receive shares of Common Stock pursuant to the exercise of an
 
Option or upon the lapse of restrictions relating to a
 
Restricted Stock Award, the Corporation shall have the right
 
 
                                       9
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<PAGE>10
 
 
to require the Grantee or such other person to pay to the
 
Corporation the minimum amount of any taxes that the
 
Corporation may be required to withhold before delivery to
 
such Grantee or other person of a certificate or certificates
 
representing such shares.
 
 
 
           Unless otherwise prohibited by the Committee or by
 
applicable law, a Grantee may satisfy any such withholding
 
tax obligation by any of the following methods, or by a
 
combination of such methods:  (a) tendering a cash payment;
 
(b) authorizing the Corporation to withhold from the shares
 
of Common Stock otherwise issuable to such Grantee (or, in
 
the case of a Restricted Stock Award, from the shares with
 
respect to which the restrictions shall have lapsed) shares
 
having an aggregate Fair Market Value, determined as of the
 
date the withholding tax obligation arises, less than or
 
equal to the required minimum amount of the total withholding
 
tax obligation; or (c) delivering to the Corporation
 
previously acquired shares of Common Stock (none of which
 
shares may be subject to any claim, lien, security interest,
 
community property right or other right of spouses or present
 
or former family members, pledge, option, voting agreement or
 
other restriction or encumbrance of any nature, whatsoever)
 
having an aggregate Fair Market Value, determined as of the
 
date the withholding tax obligation arises, less than or
 
equal to the amount of the total withholding tax obligation.
 
 
 
9.    Term of Plan.
      ------------
 
           The term of this Plan is ten (10) years from the
 
date the Plan was originally adopted by the Board.  No Option
 
or Restricted Stock Award shall be granted pursuant to this
 
Plan later than March 10, 2010, but Options and Restricted
 
Stock Awards theretofore granted may extend beyond that date
 
in accordance with their terms.
 
 
 
10.   Amendment and Termination of the Plan.
      -------------------------------------
 
           The Board may, at any time and from time to time,
 
suspend, terminate, modify or amend the Plan.  Except as
 
provided in Section 6 hereof, no suspension, termination,
 
modification or amendment of the Plan may adversely affect
 
any Grant previously made, unless the written consent of the
 
Grantee is obtained.
 
 
 
11.   No Approval of Stockholders.
      ----------------------------
 
           The Plan shall take effect upon its adoption by the
 
Board of Directors and shall not be subject to the approval
 
of the holders of shares of Common Stock of the Corporation.
 
 
 
 
12.   Miscellaneous.
      -------------
 
           (a)  Effect of Headings.  The section and
                ------------------
subsection headings contained herein are for convenience only
 
and shall not affect the construction hereof.
 
 
                                       10
 
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<PAGE>11
 
 
           (b)  Compliance with Legal Requirements.  The Plan
                ----------------------------------
and the other obligations of the Corporation under the Plan
 
and any agreement shall be subject to all applicable federal
 
and state laws, rules and regulations, and to such approvals
 
by any regulatory or governmental agency as may be required.
 
The Corporation, in its discretion, may postpone the issuance
 
or delivery of Common Stock under any Grant as the
 
Corporation may consider appropriate, and may require any
 
Grantee to make such representations and furnish such
 
information as it may consider appropriate in connection with
 
the issuance or delivery of Common Stock in compliance with
 
applicable laws, rules and regulations.
 
 
 
           (c)  No Right To Continued Employment.  Nothing in
                --------------------------------
the Plan or in any agreement entered into pursuant hereto
 
shall confer upon any Grantee the right to continue in the
 
employ of the Corporation or any of its divisions or
 
Subsidiary Corporations, to be entitled to any remuneration
 
or benefits not set forth in the Plan or such agreement or to
 
interfere with or limit in any way the right of the
 
Corporation or such division or Subsidiary Corporation to
 
terminate such Grantee's employment.
 
 
 
           (d)  Grantee Rights.  No Grantee shall have any
                --------------
claim to be made any Grant under the Plan, and there is no
 
obligation for uniformity of treatment for Grantees.  Except
 
as provided specifically herein, a Grantee or a transferee of
 
a Grant shall have no rights as a stockholder with respect to
 
any shares covered by any Grant until the date of the
 
issuance of a stock certificate for such shares.
 
 
 
           (e)  Beneficiary.  A Grantee may file with the
                -----------
Committee a written designation of a beneficiary on such form
 
as may be prescribed by the Committee and may, from time to
 
time, amend or revoke such designation.  If no designated
 
beneficiary survives the Grantee, the executor or
 
administrator of the Grantee's estate shall be deemed to be
 
the Grantee's beneficiary.
 
 
 
                                       11
 
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