CHIRON 2004 STOCK COMPENSATION PLAN
(As Amended and Restated February 13, 2004)

I.     PURPOSES

        This Chiron 2004 Stock Compensation Plan, as amended and restated February 13, 2004, ("Plan"), formerly the Chiron 1991 Stock Option Plan, is intended to enable Chiron Corporation ("Corporation") to attract and retain the following individuals by offering them incentives and rewards, in the form of options, stock issuances, restricted shares, share rights, share units, stock appreciation rights (collectively, "awards") and purchase rights to purchase shares of the Corporation at periodic intervals through a purchase program, all of which will encourage them to acquire a proprietary interest in the Corporation, to continue in the service of the Corporation or its subsidiaries, and to provide incentive to build value for stockholders: (a) employees (including officers and directors) of the Corporation and its subsidiaries, (b) non-employee members of the Board of Directors of the Corporation ("Board"), and (c) consultants and independent contractors who perform valuable services for the Corporation and its subsidiaries. This restatement of the Plan shall become effective upon receipt of stockholder approval at the 2004 Annual Meeting, except as otherwise set forth herein.

II.    STRUCTURE OF THE PLAN

        (a)   The Plan shall be divided into three separate programs:

        (1)   The Discretionary Awards Program under which eligible individuals may, at the discretion of the Committee, be granted awards,

        (2)   The Automatic Awards Program under which non-employee members of the Board will automatically receive awards at designated intervals over their period of Board service, and

        (3)   The Purchase Program under which eligible employees may, at the discretion of the Committee, be provided with the opportunity to acquire stock in the Corporation through an employee stock purchase program, designed to qualify under Section 423 of the Internal Revenue Code (the "Code").

        (b)   The provisions of Sections IV and VIII shall apply only to the Discretionary Awards Program and the Automatic Awards Program. The provisions of Sections III, V, and X shall apply to all programs under the Plan.

III.  ADMINISTRATION

        The Plan will be administered by a committee or committees appointed by the Board and consisting of one or more members of the Board or a subcommittee or subcommittees thereof. The Board may delegate the responsibility for administration of the Plan with respect to designated classes of award holders and different programs to different committees, subject to such limitations as the Board deems appropriate, and each committee may similarly delegate its responsibilities to one or more subcommittees. Members of a committee or subcommittee will serve for such term as the Board or committee may determine, and will be subject to removal by the Board at any time. The Board or a committee or subcommittee with authority to make awards hereunder may delegate such authority to an officer of the Corporation to the extent permitted by Delaware corporate law. With respect to any matter, the term "Committee," when used in this Plan, will refer to the committee or subcommittee or officer that has been delegated authority with respect to such matter.

        In determining the composition of any committee or subcommittee, the Board or committee, as the case may be, shall consider the desirability of compliance with the compositional requirements of (i) Rule 16b-3 of the Securities and Exchange Commission with respect to award holders who are subject to the trading restrictions of Section 16(b) of the Securities Exchange Act of 1934 ("1934 Act") with respect to securities of the Corporation and (ii) Section 162(m) of the Code with respect to awards intended to qualify thereunder, but shall not be bound by such compliance.

        Each Committee will have full authority to administer the Plan within the scope of its delegated responsibilities, including authority to interpret and construe any relevant provision of the Plan, to adopt such rules and regulations as it may deem necessary, and to determine the terms and conditions of awards made under the Plan (which need not be identical). With regard to the Purchase Program, the Committee will have the full authority to interpret and construe any provision of the Purchase Program as it may deem necessary to comply with the requirements of Section 423 of the Code. Decisions of a Committee made within the discretion delegated to it by the Board will be final and binding on all persons who have an interest in the Plan.

IV.    ELIGIBILITY FOR AWARDS

        (a)    DISCRETIONARY AWARDS PROGRAM.    From time to time the Committee may, in its discretion, select individuals from among the following categories to receive awards under the Plan:

        (1)    EMPLOYEES.    The Committee may select employees of the Corporation or its parent or subsidiaries (including officers, whether or not they are also members of the Board).

        (2)    CONSULTANTS AND INDEPENDENT CONTRACTORS.    The Committee may select consultants and independent contractors whose services tend to contribute materially to the success of the Corporation or a parent or subsidiary or whose services may reasonably be anticipated to so contribute.

        (3)    DIRECTORS.    The Committee may select non-employee members of the Board or the board of directors of a parent or subsidiary for discretionary awards under the Plan in addition to awards made to such non-employee Board members in accordance with the Automatic Awards Program under Section VII.

        (b)    AUTOMATIC AWARDS PROGRAM.    Members of the Board who are not employees of the Corporation or a subsidiary will receive awards in accordance with the Automatic Awards Program under Section VII.

V.     STOCK SUBJECT TO THE PLAN

        (a)    CLASS.    The stock subject to awards under the Plan is (i) the Corporation's authorized but unissued or reacquired Common Stock ("Common Stock"), or (ii) shares of one or more series of the Corporation's authorized but unissued or reacquired Restricted Common Stock, in the aggregate, "Company Stock." In connection with the grant of awards under the Plan or issuance of shares under the Purchase Program, the Corporation may repurchase shares in the open market or otherwise.

        (b)    AGGREGATE AMOUNT    

        (1)    SHARES.    Subject to adjustment under Sections V(c) and V(b)(4), the aggregate maximum number of shares of Company Stock reserved for issuance over the term of the Plan shall not exceed 79,239,508 shares. Such reserve includes the reserve of up to 6,400,000 shares to be transferred from the 1997 Employee Stock Purchase Plan subject to approval by the shareholders at the 2004 Annual Meeting. Notwithstanding the foregoing, as of the first day of each fiscal year beginning after January 1, 2004, the aggregate number of shares of Company Stock that may be subject to awards and purchase rights under the Plan will be increased by the lesser of: 1% of the number of Chiron Common Equivalent Shares outstanding as of last day of the preceding fiscal year, or 3,000,000 shares, subject to adjustment under Section V(c). "Chiron Common Equivalent Shares" are the total number of outstanding shares of Common Stock plus the total number of shares of Common Stock issuable upon conversion or exercise of outstanding warrants, options and convertible securities. Of the total share reserve listed above, no more than 6,400,000 shares shall be available for issuance under the Purchase Program. Options of a company acquired by the Corporation that are assumed or substituted outside the terms of the Plan, including under the terms of a plan of the acquired company, shall not count against the share limit of the Plan.

        (2)    INDIVIDUAL LIMIT.    Subject to adjustment under Section V(c), the maximum number of shares of Company Stock with respect to which awards may be granted to any employee during the term of the Plan is 4,000,000 shares. Shares purchased by participants under the Purchase Program will not be counted against this limitation; however, the Committee, in its discretion, may impose separate limitations under the Purchase Program.

        (3)    RESTRICTED COMMON STOCK.    Shares of Restricted Common Stock may be issued under the Plan in one or more separate series. The rights, preferences and privileges, together with the restrictions and limitations and the number of shares, of each series of Restricted Common Stock issuable under the Plan will be set forth in the Corporation's Certificate of Determination of Preferences of Common Stock ("Certificate") as in effect from time to time during the term of the Plan. Shares of each series of Restricted Common Stock will be convertible or exchangeable into shares of Common Stock in accordance with the terms and provisions of the Certificate applicable to that series. In no event may more than 2,000,000 shares of Restricted Common Stock, whether in a single series or in multiple series be subject to awards under the Plan.

        (4)    REUSE OF SHARES.    If any outstanding option or stock appreciation right under this Plan is terminated or canceled for any reason before being exercised for the full number of shares to which it applies, then the shares allocable to the unexercised portion of such option or stock appreciation right will not be charged against the limitations of Section V(b)(1) and will become available for subsequent grants under the Plan. To the extent that a share right or share unit expires or is terminated, or is canceled or forfeited for any reason, any remaining shares allocable to the unpaid portion of such share right or share unit shall not be charged against the limitations of Section V(b)(1) and will become available again for subsequent grants under the Plan. Unvested shares issued under the Plan and subsequently cancelled, forfeited or repurchased by the Corporation at the original exercise or issue price paid per share pursuant to the Corporation's repurchase rights under the Plan shall be added back to the number of shares of Common Stock reserved for issuance under Section V(b)(1). If the exercise price of an option under the Plan is paid with shares of Common Stock then the number of shares of Common Stock available for issuance under Section V(b)(1) shall be reduced by the net number of shares issued to the holder of the Option. However, if shares of Common Stock otherwise issuable under the Plan are withheld by the Corporation in satisfaction of the withholding taxes incurred in connection with the exercise of an option or the vesting of a stock issuance under the Plan, then the number of shares of Common Stock available for issuance under Section V(b)(1) shall be reduced by the gross number of shares for which the option is exercised or which vest under the stock issuance, and not by the net number of shares of Common Stock issued to the holder of such option or stock issuance.

        (c)    ADJUSTMENTS.    In the event any change is made to the Company Stock subject to the Plan (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, exchange of shares, or other change in corporate or capital structure of the Corporation affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration) then, unless such change results in the termination of all awards, the Committee will make appropriate adjustments to (i) the number and/or class of securities available under the Plan, (ii) the maximum number and/or class of securities by which the share reserve is to increase automatically each fiscal year pursuant to Section V(b)(1), (iii) the number and/or class of securities for which any one person may be granted awards during the term of the Plan, (iv) the maximum number and/or class of securities for which awards may be made to non-employee directors in any year, (v) the number and/or class of securities for which awards are to be made under automatic grants to non-employee directors, (vi) the number and/or class of securities and, where applicable, price per share of securities subject to outstanding awards and (vii) the number and class of securities available for issuance under the Purchase Program. Such adjustments are to be effected in a manner which shall preclude the enlargement or dilution of rights and benefits of awards and shall be final, binding and conclusive.

VI.   TERMS AND CONDITIONS OF DISCRETIONARY AWARDS PROGRAM

        (a)    NATURE OF AWARDS    

        (1)    STOCK OPTIONS.    Discretionary stock options granted under the Plan may, in the Committee's discretion, be either incentive stock options ("Incentive Options") qualifying under Section 422 of the Code or nonstatutory options. Only individuals who are employees of the Corporation or its parents or subsidiaries (within the meaning of Section 424 of the Code) may be granted Incentive Options. Options will be evidenced by instruments in such form as the Committee may from time to time approve. These instruments will conform to the following terms and conditions and, in the discretion of the Committee, may contain such other terms, conditions and restrictions as are not inconsistent with the following:

        (i)    OPTION PRICE.    The option price per share will be fixed by the Committee, provided, however that in no event will the option price per share be less than eighty-five percent (85%) of the Fair Market Value of the option shares on the date of the option grant except as otherwise provided in Section VI(e) below; provided, further, that in no event will the option price per share of an Incentive Option be less than one hundred percent (100%) of the Fair Market Value of the option shares on the date of the option grant. However, the Committee may grant options with an option price per share less than eighty-five percent (85%) of the Fair Market Value of the option shares on the date of the option grant in substitution for the outstanding options of the acquired company in a merger, if such options are granted with an option price per share which preserves the option price of the outstanding options, as adjusted for the merger.

        (ii)    NUMBER OF SHARES, TERM AND EXERCISE TERMS.    Each option granted under the Plan will be exercisable on such date or dates, during such period, and for such number of shares of Company Stock as the Committee determines and sets forth in the instrument evidencing the option. No option granted under the Plan will have an expiration date that is more than 10 years after the date of the option grant, unless necessary to comply with, or take advantage of favorable taxation under, foreign or local law.

        (A)    EXERCISE.    After any option granted under the Plan becomes exercisable, it may be exercised by delivering notice in such form to such person as the Corporation may designate at any time prior to the termination of such option. The option price for the number of shares for which the option is exercised will become due and payable upon exercise.

        (B)    PAYMENT.    The option price will be payable in full in cash (including cash equivalents); provided, however, that the Committee may, either at the time the option is granted or at the time it is exercised and subject to such limitations as it may determine, authorize payment of all or a portion of the option price in one or a combination of the following alternative forms:

        a.     payment in shares of Common Stock valued as of the exercise date and held for the requisite period, if any, to avoid a charge to the Corporation's earnings; or

        b.     to the extent the option is exercised for vested shares, through a special sale and remittance procedure pursuant to which the optionee shall provide irrevocable instructions, in such form and pursuant to such procedures as the Corporation shall specify, to (a) a brokerage firm (specified by the Committee, if the Committee so determines) to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus the minimum applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise, and (b) the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale.

        (iii)    TERMINATION OF SERVICES.    The Committee will determine and set forth in each option whether the option will continue to be exercisable, and the terms and conditions of such exercise, on and after the date that an optionee ceases to be employed by, or to provide services to, the Corporation or its subsidiaries. The date of termination of an optionee's employment or services will be determined by the Committee, which determination will be final.

        (iv)    INCENTIVE OPTIONS.    Options granted under the Plan that are intended to be Incentive Options will be subject to the following additional terms and conditions:

        (A)    DOLLAR LIMITATION.    To the extent that the aggregate Fair Market Value (determined as of the respective date or dates of grant) of shares with respect to which options that are granted and that would otherwise be Incentive Options are exercisable for the first time by any individual during any calendar year under the Plan (or any other plan of the Corporation, a parent or subsidiary corporation or predecessor thereof) exceeds the sum of $100,000 (or such greater amount as may be permitted under the Code), whether by reason of acceleration or otherwise, such options will not be treated as Incentive Options. In making such a determination, options will be taken into account in the order in which they were granted.

        (B)    10% STOCKHOLDER.    If any employee to whom an Incentive Option is to be granted pursuant to the provisions of the Plan is, on the date of grant, the owner of stock (determined with application of the ownership attribution rules of Section 424(d) of the Code) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of his or her employer corporation or of its parent or subsidiary corporation ("10% Stockholder"), then the following special provisions will apply to the option granted to such individual:

        a.     The option price per share of the stock subject to such Incentive Option will not be less than one hundred ten percent (110%) of the Fair Market Value of the option shares on the date of grant; and

        b.     The option will not have a term in excess of five (5) years from the date of grant.

        (C)    PARENT AND SUBSIDIARY.    For purposes of this Section VI(d), "parent corporation" and "subsidiary corporation" will have the meaning attributed to those terms, as they are used in Section 422(b) of the Code.

        (v)    INDEXED OPTIONS.    The Committee may grant indexed options which will have an initial exercise price equal to the Fair Market Value per share of Company Stock on the date of grant (the "Initial Price"). The Initial Price will be adjusted upward or downward as of the date of exercise of the indexed option by a percentage equal to the aggregate increase or decrease (expressed as a whole percentage point followed by three decimal places) in a benchmark determined by the Committee to be representative of the Corporation's peer group (including S&P 500 Health Care Index, the AMEX Biotechnology Index and the Merrill Lynch Biotech Basket HOLDR, among others as the Committee may determine) for the period beginning on the date of grant and ending on the trading day immediately preceding the date of exercise.

        (vi)    WITHHOLDING    

        (A)    OBLIGATION.    The Corporation's obligation to deliver stock certificates upon the exercise of an option will be subject to the option holder's satisfaction of all applicable income and employment tax withholding requirements.

        (B)    PAYMENT.    In the event that an option holder is required to pay to the Corporation an amount with respect to income and employment tax withholding obligations in connection with exercise of an option, the Committee may, in its discretion and subject to such limitations and rules as it may adopt, permit the option holder to satisfy the obligation, in whole or in part, by delivering shares of Common Stock already held by the option holder or by making an irrevocable election that a portion of the total value of the shares subject to the option be paid in the form of cash in lieu of the issuance of Company Stock, and that such cash payment be applied to the satisfaction of the withholding obligations.

        (2)    STOCK ISSUANCES.    The Committee may make direct stock issuances of fully vested shares of Company Stock under the Plan. The terms and conditions to which such stock issuances are subject shall be determined by the Committee and shall be evidenced by instruments in such form as the Committee may from time to time approve and may vary from grant to grant. The Committee shall have the discretion to determine the consideration to be received by the Corporation and its subsidiaries as a condition precedent to such issuances of stock.

        (3)    RESTRICTED SHARES.    A restricted share granted under the Plan shall consist of shares of Company Stock, the retention and transfer of which are subject to such terms, conditions and restrictions (whether based on performance standards or periods of service or otherwise and including repurchase and/or forfeiture rights in favor of the Corporation) as the Committee shall determine. The terms, conditions and restrictions to which restricted shares are subject shall be evidenced by instruments in such form as the Committee may from time to time approve and may vary from grant to grant. The Committee shall have the discretion to determine whether any consideration (other than the services of the potential award holder) is to be received by the Corporation or its subsidiaries as a condition precedent to the issuance of restricted shares.

        (4)    SHARE RIGHTS.    A share right granted under the Plan shall consist of the right, subject to such terms, conditions and restrictions (whether based on performance standards or periods of service or otherwise), to receive a share of Company Stock (together with cash dividend equivalents if so determined by the Committee) as the Committee shall determine and shall be evidenced by instruments in such form as the Committee may from time to time approve. The Committee shall have the discretion to determine whether any consideration (other than the services of the potential award holder) is to be received by the Corporation or its subsidiaries as a condition precedent to the issuance of shares pursuant to share rights. The terms, conditions and restrictions to which share rights are subject may vary from grant to grant.

        (5)    SHARE UNITS.    A share unit granted under the Plan shall consist of the right to receive an amount in cash equal to the Fair Market Value of one share of Company Stock on the date of valuation of the unit (together with cash dividend equivalents if so determined by the Committee) less such amount, if any, as the Committee shall specify. The date of valuation and payment of cash under a share unit and the conditions, if any, to which such payment will be subject (whether based on performance standards or periods of service or otherwise) shall be determined by the Committee. The terms, conditions and restrictions to which share units are subject may vary from grant to grant.

        (6)    STOCK APPRECIATION RIGHTS.    A stock appreciation right shall entitle the award holder to receive a payment in cash or shares of Common Stock equal to the appreciation, if any, of one share of Company Stock between the grant date of such stock appreciation right and the date of exercise of the stock appreciation right. For these purposes, appreciation is defined as the difference between (a) the Fair Market Value of a share of Company Stock on the date of exercise of the stock appreciation right and (b) the exercise price per stock appreciation right (or accompanying award). A stock appreciation right shall become exercisable during such times and subject to such terms and conditions as shall be determined by the Committee, in its sole discretion. The terms of stock appreciation rights shall be set forth in a separate instrument or in an instrument governing another form of award, if such stock appreciation rights are granted in tandem with such other award.

        (b)    WITHHOLDING.    The Committee may require, or permit an award holder to elect, that a portion of the total value of the shares of Company Stock otherwise payable under an award be paid in the form of cash in lieu of the issuance of Company Stock and that such cash payment be applied to the satisfaction of the minimum income and employment tax withholding obligations that are imposed under such award.

        (c)    CASH PAYMENTS.    The Committee may provide award holders with an election to receive a percentage of the total value of the Company Stock subject to an award in the form of a cash payment, subject to such terms, conditions and restrictions as the Committee shall specify.

        (d)    ELECTIVE AND TANDEM AWARDS.    The Committee may award stock issuances, restricted shares, share rights, share units and stock appreciation rights independently of other compensation or in lieu of compensation that would otherwise be paid in cash or another form of award, whether at the election of the potential award holder or otherwise. The number of shares, restricted shares, share rights, share units or stock appreciation rights to be awarded in lieu of any cash compensation amount or other awards shall be determined by the Committee in its sole discretion and need not be equal to such foregone compensation in Fair Market Value. In addition, restricted shares, share rights, share units and stock appreciation rights may be awarded in tandem with stock options, so that a portion of such award becomes payable or becomes free of restrictions only if and to the extent that the tandem options are not exercised or are forfeited, subject to such terms and conditions as the Committee may specify.

        (e)    MODIFICATION OF AWARDS.    Subject to (f) below, the Committee may, in its sole discretion, modify or waive any or all of the terms, conditions or restrictions applicable to any outstanding restricted share, share right, share unit or stock appreciation right; provided, however, that no such modification or waiver shall, without the consent of the holder of an outstanding award, adversely affect the holder's rights thereunder.

        (f)    SECTION 162(m).    Stock options and stock appreciation rights granted with an exercise price equal to the Fair Market Value of the underlying shares are intended to satisfy the performance-based compensation exemption from the limits of Section 162(m). The Committee may grant other awards that are intended to satisfy such exemption by basing the right to payment thereunder or the vesting thereunder upon attainment of specified performance goals over a specified performance period, in accordance with the following provisions:

        (1)    PERFORMANCE GOALS.    The Committee will determine the performance goal or goals that must be met to achieve the maximum payout within the shorter of the first 90 days of the specified performance period over which the performance goal or goals will be measured, or 25% of such performance period. The Committee may establish a goal based on more than one performance criteria, or may establish multiple goals, but any payout must be based on the satisfaction of at least one goal. The Committee may provide for different levels of payouts based on relative performance toward a performance goal.

        (2)    PERFORMANCE CRITERIA.    Performance goals may be based on one or more of the following performance criteria: (i) total shareholder return; (ii) the achievement of a specified closing or average closing price of Common Stock; (iii) the absolute or percentage increase in the closing or average closing price of Common Stock; (iv) the absolute or percentage increase in market share; (v) one or more of the following measures of the Corporation's net income for the specified performance period determined in accordance with generally accepted accounting principles as consistently applied by the Corporation: absolute net income (before or after taxes) or operating income or a percentage or absolute dollar increase in net income (before of after taxes) or operating income; earnings per share or a percentage or absolute dollar increase in earnings per share; return on assets employed, equity, capital or investment or a percentage or absolute dollar increase in return on assets employed, equity, capital or investment; absolute gross (or net or operating) margins or percentage increase in gross (or net or operating) margins absolute cash flow from operations or a percentage on absolute dollar increase in cash flow; or the Corporation's absolute gross revenues or a percentage or absolute dollar increase in gross revenues for the specified performance period determined in accordance with generally accepted accounting principles as consistently applied by the Corporation; and/or (vi) achievement of advances in research; implementation or completion of projects or processes; new product development; development of products to pre-clinical phase; commencement, advancement or completion of clinical trials for a product; FDA or other regulatory body approval for commercialization of products; commercial launch of new products; the formation of joint ventures or collaborations; increase in customer base; measures of customer satisfaction or economic value added. The awards may be based on the Corporation's performance alone, or the Corporation's performance may be measured against variously weighted published benchmark indices that the Committee determines are representative of the Corporation's peer group, which indices may include the S&P Health Care Index, the AMEX Biotechnology Index and the Merrill Lynch Biotech Basket HOLDR, among others as the Committee may determine.

        For purposes of this Plan, net income and gross revenues shall be net income and gross revenues of the Corporation and its consolidated subsidiaries as reported by the Corporation and certified by its independent public accountants, but the Committee in fixing any goal may exclude any or all of the following if they have a material effect on annual net income or gross revenues: events or transactions that are either unusual in nature or infrequent in occurrence (such as restructuring/reorganization charges, the purchase or sale of in process technology, the sale or discontinuance of a business segment, the sale of investment securities, losses from litigation, the cumulative effect of changes in accounting principles and natural disasters), depreciation, interest or taxes.

        (3)    REDUCTION OR CANCELLATION OF AWARDS.    Satisfaction of the applicable performance goal under an award that is intended to satisfy the performance-based exemption from Section 162(m) shall be determined by the Committee, which may reserve the discretion to reduce or cancel any payout thereunder for reasons other than failure to satisfy the applicable performance goal.

VII. TERMS AND CONDITIONS OF AUTOMATIC AWARDS PROGRAM

        In addition to the discretionary awards which may be granted to Board members as per Section IV(a)(3), the Board may also authorize automatic awards to be made to non-employee members of the Board according to the following provisions of this Section VII. However, no individual non-employee Board member shall receive in any one calendar year discretionary awards and automatic awards with respect to more than 25,000 shares of Common Stock, provided that the limit shall be 55,000 shares during his or her first calendar year of Board service. Commencing June 30, 2003 and continuing until the Committee determines, in its sole discretion, to change the automatic grant program, the program shall be as described below.

        (a)    OPTIONS.    Non-employee members of the Board ("Eligible Directors") will automatically be granted nonstatutory options to purchase the number of shares of Common Stock determined as set forth below (subject to adjustment under Section V(c) hereof) on the dates and terms set forth below:

        (1)    INITIAL OPTION GRANTS.    On the date that an individual is first elected or appointed as an Eligible Director, he or she will receive an option to purchase 30,000 shares of Common Stock (the "Initial Option Grant"), subject to adjustment in accordance with Section V(c).

        (2)    TERMS AND CONDITIONS.    The terms and conditions applicable to each Initial Option Grant will be as follows:

        (i)    PRICE.    The option price per share will be equal to one hundred percent (100%) of the Fair Market Value of one share of Common Stock on the date of grant.

        (ii)    TERM.    Each Initial Option Grant will have a term of ten (10) years, measured from the date of grant.

        (iii)    EXERCISE.    Each Initial Option Grant will become exercisable, in a series of three (3) equal annual installments over the three (3)-year period measured from the grant date, provided the optionee continues to provide service to the Corporation. In addition, each Initial Option Grant will become fully exercisable, should one or more of the following events occur while the optionee is providing such services: (A) the optionee's death, or (B) the optionee's permanent disability.

        (iv)    PAYMENT.    Upon exercise of the Initial Option Grant, the option price for the purchased shares will become payable immediately in cash or in shares of Common Stock that the optionee has held for at least six (6) months. Payment may also be made by delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Corporation the amount of sale or loan proceeds to pay the option price, subject to the resale restriction imposed by Section VII(a)(2)(vi) below.

        (v)    CESSATION.    In the event the optionee ceases to provide services to the Corporation or its subsidiaries as a director, an employee, a consultant or an independent contractor, then, to the extent exercisable at the time of such cessation in accordance with Section VII(a)(2)(iii) above, the Initial Option Grant may be exercised for a period of three (3) years after the date of such cessation or, if shorter the remaining portion of the ten (10) year term of the Initial Option Grant. In the case of death, the Automatic Option may be exercised within such period by the estate or heirs of the optionee.

        (vi)    RESALE RESTRICTION.    Fifty percent (50%) of the shares purchased under the Initial Option Grant may not be sold or otherwise transferred for value unless and until the optionee beneficially owns, and will continue to beneficially own immediately following the sale or other transfer for value, vested shares of Common Stock (including for this purpose shares issuable pursuant to any vested share right award) with a fair market value of at least $500,000. If a portion of the exercise price of an Initial Option is paid in the form of Common Stock pursuant to Section VII(a)(2)(iv) above, the resale restriction shall apply only to 50% of the net number of new shares received by the optionee upon exercise. If a portion of the exercise price of an Initial Option is paid with the proceeds of the sale of a portion of the option shares pursuant to Section VII(a)(2)(iv) above, the resale restriction shall not apply to the shares sold to pay the exercise price, but shall apply to the remaining shares subject to the exercise.

        (b)    SHARE RIGHTS.    Eligible Directors will automatically be granted a number of share rights determined as set forth below (subject to adjustment under Section V(c) hereof) on the dates and terms set forth below:

        (1)    AUTOMATIC SHARE RIGHT AWARD.    Each Eligible Director shall receive an annual share rights grant (the "Automatic Share Right Award") on the last business day of April each year (the "Automatic Grant Date"). However, with respect to the 2002 year, share rights shall be granted on June 30, 2003. An Automatic Share Right shall be fully vested and entitle the holder to receive a number of shares of Common Stock following cessation of service on the Board pursuant to his or her election, as described below. The number of share rights subject to each Automatic Share Right Award shall be that number of shares (rounded to the nearest whole share) equal to (i) $160,000 divided by (ii) the Fair Market Value of one share of Common Stock on the date of grant; provided that each Eligible Director who was newly elected or appointed on a date after the previous year's Automatic Grant Date (or, with respect to the June 30, 2003 grants, after June 30, 2002), will receive in lieu thereof on the current Automatic Grant Date, an Automatic Share Right Award for a pro rata number of whole shares of Common Stock determined by multiplying $13,333 by the number of calendar months (calculated to the nearest whole month, but not to exceed 12) between the continuing Eligible Director's election or appointment date and the current Automatic Grant Date and dividing the product by the Fair Market Value of one share of Common Stock on the Automatic Grant Date.

        (2)    SHARE RIGHT ACCOUNT.    A "Share Right Account" will be established for each Eligible Director who receives an Automatic Share Right Award and all such Automatic Share Right Awards made to such director shall be credited to such account. The share rights credited to such account shall be an unfunded and unsecured right of a general creditor.

        (3)    DIVIDEND RIGHTS.    Each time a dividend is paid on Common Stock after an Automatic Share Right Award is made to an Eligible Director, the Eligible Director will be credited with a dollar amount equal to the dividend paid per share multiplied by the number of shares previously credited to the participant's Share Right Account and not distributed as of the record date for the dividend. As of the first business day in January of each year, the Eligible Director's Share Right Account will be credited with a number of share rights equal to (i) the cash dividend equivalent amounts credited to the Eligible Director for the immediately preceding year divided by (ii) the average of the Fair Market Value of one share of Common Stock on each of the dates in the immediately preceding year on which dividends were paid.

        (4)    DISTRIBUTION ELECTIONS.    Each Eligible Director shall elect to receive a distribution from his or her Share Right Account either (i) within thirty (30) days following his or her termination of Board service or (ii) on February 1 of the year following the year of his or her termination of Board service, and to receive payments from his or her Share Right Account either  (i) in the form of a single lump sum or (ii) in up to ten (10) annual installments. Such election must be filed (ii) before July 30, 2003 for directors eligible to receive Automatic Share Rights in the 2003 year and (ii) for all Eligible Directors first eligible to receive Automatic Share Right Awards in any year after 2003, before the date of grant of the first Automatic Share Right. An election will apply to any and all Automatic Share Right Awards received by the Eligible Director and will remain in effect until all payments from the Eligible Director's Share Right Account have been made, unless earlier revoked or changed by filing a written revocation in such form as the Committee shall specify, but any revocation or change cannot be made effective unless it is made at least one (1) year before the date of the Eligible Director's termination of Board service.

        (5)    CORPORATE TRANSACTION/CHANGE IN CONTROL.    In the event an Automatic Share Right Award is to be assumed by the successor corporation or parent thereof or replaced with a comparable award in accordance with Section VII(b)(2), such Automatic Share Right Award shall be deemed assumed for purposes of Section VII(b)(2) only if in the opinion of the Committee, the award holder is entitled, upon distribution of his or her assumed Share Right Account, to any additional shareholder rights awarded to the Corporation's common stockholders in connection with the applicable transaction.

        Subject to the limitations of Section X(b) and the annual limits specified above in this Section VII, the Board may change the automatic award program as it deems appropriate. Additionally, the receipt of an automatic award, as specified in this Section VII, shall not preclude a non-employee member of the Board from receiving a discretionary award.

VIII. OTHER TERMS AND CONDITIONS APPLICABLE TO DISCRETIONARY AWARDS PROGRAM AND AUTOMATIC AWARDS PROGRAM

        (a)    ASSIGNABILITY.    No award granted under the Plan is assignable or transferable by the award holder other than by will or by the laws of descent and distribution, and during the lifetime of the award holder, only the award holder may exercise options or exercise the rights provided under awards granted under the Plan. However, if and to the extent that the Committee so authorizes at the time an award is granted or amended, an option (other than an option designated as an Incentive Option) or other award may be assigned in whole or in part during the grantee's lifetime to one or more of the grantee's family members or an entity substantially owned, benefiting or controlled by the grantee or one or more of grantee's family members if and to the extent that the Securities and Exchange Commission Form S-8 Registration Statement would continue to be available for the exercise of the award and resale of the underlying securities following such assignment. The terms applicable to the assigned portion shall be the same as those in effect for the award immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Committee may deem appropriate.

        (b)    ACCELERATION AND TERMINATION OF AWARDS    

        (1)    ACCELERATION.    If the Corporation or its stockholders enter into an agreement to dispose of all or substantially all of the assets of the Corporation, enter into an agreement to merge or consolidate with another entity or enter into a plan of reorganization or liquidation, each award will be automatically accelerated so that (1) options become fully exercisable with respect to the total number of shares purchasable under the options; (2) restrictions on restricted shares will be eliminated, and the shares will immediately vest; and (3) share rights and share units will immediately vest and become payable. The Committee may also provide for the automatic termination of repurchase rights upon the occurrence of such an event.

        (2)    NO ACCELERATION.    No acceleration of awards will occur if the terms of the agreement require that each such award either be assumed by the successor corporation or parent thereof or be replaced with a comparable award subject to shares of the successor corporation or parent thereof. The determination of such comparability will be made by the Committee, and its determination will be final, binding and conclusive. Upon consummation of the transaction contemplated by the agreement, all outstanding options and stock appreciation rights shall terminate unless assumed pursuant to a written agreement by the successor corporation or parent thereof and other awards shall be paid in full unless otherwise provided for in the agreement. However, nothing in this Section will prohibit the Committee from granting an award that provides for the acceleration of exercisability and/or vesting of the award either (i) upon the occurrence of any specified event, including a corporate transaction or change in control of the Corporation (as defined by the Committee) whether or not the award is assumed or replaced with a comparable award or (ii) upon termination of employment or other occurrence following such an event.

        (3)    CORPORATE STRUCTURE.    The grant of awards under this Plan will in no way affect the right of the Corporation to adjust, reclassify, reorganize, or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

        (c)    VALUATION    

        With regard to awards granted under this Plan, for all valuation purposes under the Plan, the Fair Market Value of a share of Common Stock or Restricted Common Stock (as the case may be) on any relevant date will be determined in accordance with the following provisions:

        (1)   If the Common Stock or Restricted Common Stock is not at the time listed or admitted to trading on any stock exchange, but is traded in the over-the-counter market, the Fair Market Value will be the average between the reported high price and the reported low price of one share of Common Stock or Restricted Common Stock (as the case may be) on the date in question in the over-the-counter market, as such prices are reported by the National Association of Securities Dealers through its NASDAQ system or any successor system.

        (2)   If the Common Stock or Restricted Common Stock is at the time listed or admitted to trading on any stock exchange, then the Fair Market Value will be the average between the reported high price and the reported low price of one share of Common Stock or Restricted Common Stock (as the case may be) on the date in question on the stock exchange that is the primary market for the stock, as such prices are officially quoted on such exchange.

        (3)   If the Common Stock or Restricted Common Stock (as the case may be) is at the time neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market, or if the Committee determines that neither subparagraph (a) nor subparagraph (b) above reflects Fair Market Value of the stock and the award was not granted pursuant to the Plan's Automatic Award provisions, then the Fair Market Value will be determined by the Committee after taking into account such factors as the Committee deems appropriate, or in the case of Automatic Awards, by an independent third party valuation.

        (d)    REPURCHASE RIGHTS    

        The Committee may, in its discretion, establish as a term of one or more awards granted under the Plan that the Corporation (or its assigns) will have the right, exercisable upon the award holder's termination of employment with, or cessation of services for, the Corporation and its subsidiaries, to repurchase at the original price paid, if any, for such shares of (1) Company Stock acquired by the award holder pursuant to the granted award, or (2) Common Stock into which acquired Restricted Common Stock may have been converted or for which Restricted Common Stock may have been exchanged. Any such repurchase right will be exercisable by the Corporation (or its assigns) upon such terms and conditions (including provisions for the expiration of such right in one or more installments) as the Committee may specify in the instrument evidencing such right. The Committee will also have full power and authority to provide for the automatic termination of the Corporation's repurchase rights, in whole or in part, thereby accelerating the vesting of any or all of the purchased shares (other than purchased shares obtained pursuant to the Automatic Award provisions of this Plan) upon the occurrence of any change in control specified in Section VIII(b).

        (e)    RIGHT OF FIRST REFUSAL    

        The Committee may, in its discretion, establish as a term of one or more awards granted under the Plan that the Corporation has a right of first refusal with respect to the proposed disposition by the award holder (or any successor in interest by reason of purchase, gift or other mode of transfer) of any shares of (1) Company Stock acquired by the award holder pursuant to the granted award, or (2) Common Stock into which purchased Restricted Common Stock may have been converted or for which acquired Restricted Common Stock may have been exchanged. Any such right of first refusal will be exercisable by the Corporation or its assigns in accordance with the terms and conditions specified in the instrument evidencing such right.

IX.   TERMS AND CONDITIONS OF THE PURCHASE PROGRAM

        The Purchase Program is intended to allow eligible employees to purchase shares of Common Stock at periodic intervals, with their accumulated payroll deductions.

        (a)    STOCK SUBJECT TO PURCHASE PROGRAM.    Subject to adjustment under Section V(c), the maximum number of shares of Common Stock which may be issued under the Purchase Program is 6,400,000 shares.

        (b)    ELIGIBILITY.    Unless otherwise specified by the Committee, each individual who is an employee of the Corporation (or parent or subsidiary, whether now existing or subsequently established) is eligible to participate in the Purchase Program.

        (c)    OFFERING PERIODS.    Shares of Common Stock will be offered under the Purchase Program in a series of successive offering periods, each with a maximum duration of twenty-seven (27) months. Each offering period will be comprised of a series of one or more successive purchase intervals at the end of which shares will be purchased on behalf of each participant.

        (d)    PURCHASE RIGHTS AND OTHER TERMS.    The terms and conditions of the Purchase Program, including but not limited to the length of the offering periods and purchase intervals, the terms of the purchase rights, the purchase price, the method of payment of the purchase price, limitations on payroll deductions and the number of shares purchasable during any purchase interval or offering period and the rules and restrictions governing the Common Stock purchased pursuant to this program will be determined by the Committee in its sole discretion.

X.    GENERAL PLAN PROVISIONS

        (a)    EFFECTIVE DATE AND TERM OF PLAN    

        (1)    EFFECTIVE DATE.    This restatement of the Plan will become effective upon approval by the Corporation's stockholders at the 2004 Annual Meeting, except as otherwise set forth herein.

        (2)    TERM.    No awards may be made under the Plan after February 12, 2014.

        (b)    AMENDMENT OR DISCONTINUANCE    

        (1)    BOARD.    The Board may amend, suspend or discontinue the Plan in whole or in part at any time; provided, however, that (a) except to the extent necessary to qualify as Incentive Options any or all options granted under the Plan that are intended to so qualify, such action may not, without the consent of the award holder, adversely affect rights and obligations with respect to awards outstanding under the Plan; (b) certain amendments may, as determined by the Board in its sole discretion, require stockholder approval pursuant to applicable laws or regulations.

        (2)    COMMITTEE.    The Committee will have full power and authority to modify or waive any or all of the terms, conditions or restrictions applicable to any outstanding award (other than Automatic Option Grants), to the extent not inconsistent with the Plan; provided, however, that except for adjustments made pursuant to Section V(c), no outstanding option will be amended to lower the exercise price or will be canceled for the purpose of reissuing such option to the option holder at a lower exercise price without the approval of the Corporation's stockholders.

        (c)    NO OBLIGATION    

        Nothing contained in the Plan (or in any award granted under this Plan) shall confer upon any employee, consultant, or independent contractor any right to continue in the employ of, or to provide services to, the Corporation or any affiliate or constitute a contract or agreement of employment or for the provision of services, or interfere in any way with the right of the Corporation or an affiliate to reduce such employee's, consultant's or independent contractor's compensation from the rate in existence at the time of the granting of an award or to terminate such employee's, consultant's or independent contractor's employment or services at any time, with or without cause; but nothing contained in the Plan or in any award granted under this Plan shall affect any contractual rights of an employee pursuant to a written employment agreement.

        (d)    USE OF PROCEEDS    

        The cash proceeds received by the Corporation pursuant to awards granted under the Plan will be used for general corporate purposes.

        (e)    COMPLIANCE    

        No option may be exercised, and the Corporation will not be obligated to issue stock under any award unless, in the opinion of counsel for the Corporation, such exercise and issuance is in compliance with all applicable federal and state securities laws. As a condition to the grant of any award, or to the issuance of stock under any award, the Committee may require that the award holder agree to comply with such provisions of federal and state securities laws as may be applicable to such grant, or to the sale of stock acquired pursuant to the Plan, and that the award holder deliver to the Corporation a written agreement, in form and substance satisfactory to the Corporation and its counsel, implementing such agreement.