CLARCOR INC.
 
                              2004 INCENTIVE PLAN
 
I.  INTRODUCTION
 
     1.   PURPOSES.  The purposes of the 2004 Incentive Plan (this "Plan") of
CLARCOR Inc. (the "Company") and its Subsidiaries from time to time are to align
the interests of the Company's stockholders and the recipients of awards and
grants under this Plan by increasing the proprietary interest of such recipients
in the Company's growth and success and to advance the interests of the Company
by attracting and retaining officers and key employees and well-qualified
persons who are not officers or employees of the Company for service as
Directors of the Company. Upon the approval of this Plan by the shareholders of
the Company, Article VI of this Plan and the other provisions of this Plan
applicable to the Monthly Investment Plan described in Article VI of this Plan
shall, effective as of December 14, 2003, constitute an extension, amendment and
restatement of the Monthly Investment Plan set forth in the 1994 Plan.
 
     2.   CERTAIN DEFINITIONS.
 
     "ANNUAL RETAINER" shall have the meaning specified in Article V of this
Plan.
 
     "AGREEMENT" shall mean the written agreement evidencing an award or grant
hereunder between the Company and the recipient of such award or grant.
 
     "BASE SALARY" means, with respect to a MIP Participant, his or her regular
wages or salary, including overtime pay, but excluding any bonuses and the value
of any awards or grants under this Plan received by such MIP Participant.
 
     "BOARD" shall mean the Board of Directors of the Company.
 
     "BROKER" shall have the meaning specified in Article VI of this Plan.
 
     "CHANGE IN CONTROL" shall have the meaning set forth in Section VII.8(b) of
this Plan.
 
     "CODE" shall mean the Internal Revenue Code of 1986, as amended.
 
     "COMMITTEE" shall mean the Committee, designated by the Board, consisting
of three or more members of the Board, each of whom shall be (a) a "Non-employee
Director" within the meaning of Rule 16b-3 under the Exchange Act and (b) an
"outside director" under Section 162(m) of the Code.
 
     "COMMON STOCK" shall mean the common stock, par value $1.00 per share, of
the Company.
 
     "COMPANY" shall mean CLARCOR Inc. and, for purposes of Sections II.3 and
III.2(b) of this Plan, shall mean CLARCOR Inc. and its Subsidiaries.
 
     "CUSTODIAN" shall have the meaning specified in Article VI of this Plan.
 
     "DIRECTORS' OPTIONS" shall mean Non-Qualified Stock Options granted
pursuant to Article IV hereof.
 
     "DIRECTORS' SHARES" shall have the meaning set forth in Article V of this
Plan.
 
     "DISABILITY" shall mean the inability of the holder of an award
substantially to perform such holder's duties and responsibilities for a
continuous period of at least six months.
 
     "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.
 
     "FAIR MARKET VALUE" shall mean the closing sale price of a share of Common
Stock on the New York Stock Exchange Composite Transactions on the date as of
which such value is being determined or, if there shall be no sale on such date,
on the next preceding date for which a sale was reported; provided that if Fair
Market Value for any date cannot be determined as above provided, Fair Market
 
Value shall be determined by the Committee by whatever means or method as the
Committee, in the good faith exercise of its discretion, shall at such time deem
appropriate.
 
     "GRANTEE" shall have the meaning specified in Article III of this Plan.
 
     "INCENTIVE STOCK OPTION" shall mean an option granted pursuant to Article
II of this Plan to purchase shares of Common Stock that meets the requirements
of Section 422 of the Code, or any successor provision, which is intended by the
Committee to constitute an Incentive Stock Option.
 
     "INCUMBENT BOARD" shall have the meaning set forth in Section VII.8(b) of
this Plan.
 
     "MIP" shall have the meaning specified in Article VI of this Plan.
 
     "MIP PARTICIPANT" shall have the meaning specified in Article VI of this
Plan.
 
     "1994 PLAN" shall mean the CLARCOR Inc. 1994 Incentive Plan.
 
     "NON-EMPLOYEE DIRECTOR" shall mean any Director of the Company or of any
Subsidiary who is not an officer or employee of the Company or any Subsidiary.
 
     "NON-QUALIFIED STOCK OPTION" shall mean a stock option granted pursuant to
Article II of this Plan which is not an Incentive Stock Option.
 
     "PD AUTHORIZATION" shall have the meaning specified in Article VI of this
Plan.
 
     "PERMANENT AND TOTAL DISABILITY" shall have the meaning set forth in
Section 22(e)(3) of the Code or any successor thereto.
 
     "RECORDKEEPER" shall have the meaning specified in Article VI of this Plan.
 
     "REPLACEMENT OPTION" shall mean a Non-Qualified Stock Option which may be
granted by the Committee subsequent to the delivery by a grantee of whole shares
of Common Stock in payment of the exercise price of a stock option (the
"Original Option") issued to such grantee under this Plan and which shall have
the following terms: the Replacement Option shall (i) grant an option to such
grantee for the number of shares of Common Stock so delivered by such grantee
upon the exercise of the Original Option; (ii) have an exercise price equal to
100% of the Fair Market Value of a share of Common Stock on the date of grant of
the Replacement Option; and (iii) in all other respects have the same terms as
the Original Option, including, without limitation, the same expiration date as
the Original Option.
 
     "RESTRICTED STOCK UNIT" shall mean an award granted pursuant to, and as
described in, Article III of this Plan.
 
     "SAR" shall mean a stock appreciation right granted pursuant to Article II
of this Plan which is not granted in tandem with, or by reference to, an option,
which entitles the holder thereof to receive, upon exercise, shares of Common
Stock with an aggregate Fair Market Value on the date of exercise equal to the
excess of the Fair Market Value of one share of Common Stock on the date of
exercise over the base price of such SAR, multiplied by the number of such SARs
which are exercised.
 
     "SUBSIDIARIES" shall mean any corporation of which more than 50% (by number
of votes) of the Voting Stock is owned, of record and beneficially, by the
Company and/or by one or more Subsidiaries.
 
     "VESTING PERIOD" shall have the meaning specified in Article III of this
Plan.
 
     "VOTING STOCK" means securities of any class or classes the holders of
which are ordinarily, in the absence of contingencies, entitled to vote for
corporate directors (or persons performing similar functions.)
 
     3.   ADMINISTRATION.  This Plan shall be administered by the Committee.
 
     Any one or a combination of the following grants or awards may be made
under this Plan to eligible officers and other key employees of the Company and
its Subsidiaries: (i) options to purchase shares of Common Stock in the form of
Incentive Stock Options or Non-Qualified Stock Options, (ii) SARs, and (iii)
Restricted Stock Units. The Committee shall, subject to the terms of this Plan,
select eligible officers and other key employees for participation in this Plan
and determine the form, amount and timing of each grant or award and, if
applicable, the number of shares of Common Stock, the number of SARs and the
number of Restricted Stock Units subject to the grant or award, the exercise
price or base price associated with the grant or award, the time and conditions
of exercise or settlement of the grant or award and all other terms and
conditions of the grant or award, including, without limitation, the form of the
Agreement evidencing the grant or award. The Committee may, subject to the terms
of this Plan, interpret this Plan and the application thereof, establish rules
and regulations for the administration of this Plan and impose, incidental to a
grant or award, conditions with respect to the grant or award, competitive
employment or other activities. All such interpretations, rules and regulations
shall be conclusive and binding on all parties.
 
     The Committee may delegate some or all of its power and authority hereunder
to the Chief Executive Officer or other executive officer of the Company as the
Committee deems appropriate; provided that the Committee may not delegate its
power and authority with regard to the selection for participation in this Plan
of an officer or other person subject to Section 16 of the Exchange Act or who
is a "covered employee" within the meaning of Section 162(m) of the Code or who,
in the Committee's judgement, is likely to be such a covered employee at any
time during the period an award hereunder to such person would be outstanding or
decisions concerning the timing, pricing or amount of an award to such an
officer or to such other person.
 
     No member of the Board of Directors or the Committee, and neither the Chief
Executive Officer nor other executive officer to whom the Committee delegates
any of its power and authority hereunder, shall be liable for any act, omission,
interpretation, construction or determination made in connection with this Plan
in good faith, and the members of the Board of Directors and the Committee and
the Chief Executive Officer or other executive officer shall be entitled to
indemnification and reimbursement by the Company in respect of any claim, loss,
damage or expense (including attorneys' fees) arising therefrom to the full
extent permitted by law and under any directors' and officers' liability
insurance that may be in effect from time to time.
 
     A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee without a meeting, shall
be the acts of the Committee.
 
     4.   ELIGIBILITY.  Participants under Article II and III of this Plan shall
consist of such officers or other key employees of the Company and its
Subsidiaries as the Committee in its sole discretion may select from time to
time. The Committee's selection of a person to participate in this Plan at any
time shall not require the Committee to select such person to participate in
this Plan at any other time. Non-employee Directors of the Company shall be
eligible to participate in this Plan in accordance with Articles IV and V of
this Plan. Employees of the Company and its Subsidiaries shall be eligible to
participate in the MIP set forth in Article VI of this Plan to the extent
provided in Section VI.1 of this Plan.
 
     5.   SHARES AVAILABLE.  Subject to adjustment as provided in Section VII.7
of this Plan, the total number of shares of Common Stock available for grants
and awards beginning on the effective date of this Plan under Articles II
through V of this Plan shall be 1,500,000 shares, reduced by the sum of the
aggregate number of shares of Common Stock which become subject to outstanding
options or SARs hereunder (including options granted to eligible employees and
Non-employee Directors and including Replacement Options), that are issued upon
a grant of Directors' Shares, and that become subject to outstanding Restricted
Stock Units. To the extent that an outstanding option or SAR expires or
terminates unexercised or is canceled or forfeited, the shares of Common Stock
subject to suchexpired, terminated, unexercised, canceled or forfeited portion of such option
shall again be available under Articles II through V of this Plan. In addition,
the total number of shares available for grants under Articles II through V of
this Plan shall be increased by the number of shares delivered in payment of the
exercise price of an option in accordance with subparagraph (c) of the second
paragraph of Section II.1 of this Plan. The shares of Common Stock represented
by grant or award of Restricted Stock Units shall again be available under
Articles II through V of this Plan upon forfeiture of such grant or award as
provided in this Plan. Subject to adjustment as provided in Section VII.7 of
this Plan, the total number of shares of Common Stock available for grants of
Incentive Stock Options in any calendar year shall be 150,000 (but not more than
the number of shares available for grants and awards under Articles II through V
of this Plan as described above in this Section I.5) and any portion of such
number of shares of Common Stock not subject to an Incentive Stock Option
granted in a calendar year shall be available for grants of Incentive Stock
Options in succeeding years (but not to the extent that the total number of
shares available for such grants in any succeeding year exceeds the number of
shares available for grants and awards under Articles II through V of this Plan
as described above in this Section I.5). Notwithstanding the foregoing sentence,
such total number of shares available for grants of Incentive Stock Options in
2003 shall be reduced by the total number of shares of Common Stock for which
grants of "Incentive Stock Options," as that term is defined in the 1994 Plan,
are made under the 1994 Plan in 2003. In the event that all or a portion of an
SAR is exercised, the number of shares of Common Stock subject to the SAR (or
exercised portion thereof) shall again be available under Articles II through V
of this Plan, except to the extent that shares of Common Stock were delivered
(or would have been delivered but were withheld to satisfy withholding
obligations) upon exercise of the SAR.
 
     Shares of Common Stock to be delivered under this Plan, except for Article
VI of this Plan, shall be made available from authorized and unissued shares of
Common Stock, or authorized and issued shares of Common Stock reacquired and
held as treasury shares or otherwise or a combination thereof.
 
     Subject to adjustment as provided in Section VII.7 of this Plan, the total
number of shares of Common Stock available under Article VI of this Plan in any
calendar year (including for 2003 the total number of shares of Common Stock
purchased under Article VIII of the 1994 Plan in 2003) shall not exceed 3% of
the Outstanding Common Stock as of January 1 of such year. As used herein the
term "Outstanding Common Stock" shall mean all of the issued and outstanding
Common Stock excluding any Common Stock held in the Company's treasury or owned
by any Subsidiary.
 
II.  STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
 
     1.   STOCK OPTIONS.  The Committee may, in its discretion, grant options to
purchase shares of Common Stock to such eligible persons as may be selected by
the Committee. For the purposes of complying with Section 162(m) of the Code and
rules and regulations thereunder, the maximum number of shares of Common Stock
with respect to which options and SARs may be granted in any calendar year to
any person shall be 375,000 (but not more than the number of shares available
for grants and awards under Articles II through V of this Plan as described in
Section I.5 of this Plan), subject to adjustment as provided in VII.7 of this
Plan. Notwithstanding the foregoing sentence, such maximum number of shares with
respect to which such grants may be made in 2003 to any person under this Plan
shall be reduced by the number of shares with respect to which grants of options
and "SARs," as that term is defined in the 1994 Plan, are made under the 1994
Plan in 2003 to such person. Each option, or portion thereof, that is not an
Incentive Stock Option shall be a Non-Qualified Stock Option. Each option shall
be granted within 10 years of the effective date of this Plan. To the extent
that the aggregate Fair Market Value (determined as of the date of grant) of
shares of Common Stock with respect to which options designated as Incentive
Stock Options are exercisable for the first time by a participant during any
calendar year (under this Plan, the 1994 Plan or any other plan of the Company,
or any parent or Subsidiary of the Company) exceeds the amount (currently
$100,000) established by the Code, such options shall constitute Non-Qualified
Stock Options.
 
     Options shall be subject to the following terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the terms of
this Plan, as the Committee shall deem advisable:
 
          (a)  NUMBER OF SHARES AND PURCHASE PRICE.  The number of shares of
     Common Stock subject to an option and the purchase price per share of
     Common Stock purchasable upon exercise of the option shall be determined by
     the Committee; provided that such purchase price shall not be less than
     100% of the Fair Market Value of a share of Common Stock on the date of
     grant of such option; and provided further, that if an Incentive Stock
     Option shall be granted to any person who, at the time such option is
     granted, owns capital stock of the Company possessing more than 10 percent
     of the total combined voting power of all classes of capital stock of the
     Company (or of any parent or Subsidiary of the Company) (a "ten percent
     holder"), such purchase price shall be the price (currently 110% of Fair
     Market Value) required by the Code in order to constitute an Incentive
     Stock Option.
 
          (b)  OPTION PERIOD AND EXERCISABILITY.  The period for the exercise of
     an option shall be determined by the Committee; provided that no Incentive
     Stock Option shall be exercised later than 10 years after its date of
     grant; and provided further, that if an Incentive Stock Option shall be
     granted to a ten percent holder, such option shall not be exercised later
     than five years after its date of grant. The Committee shall determine
     whether an option shall become exercisable in cumulative or non-cumulative
     installments and in part or in full at any time. An exercisable option, or
     a portion thereof, may be exercised only with respect to whole shares of
     Common Stock.
 
          (c)  METHOD OF EXERCISE.  An option may be exercised (i) by giving
     written notice to the Company specifying the number of whole shares of
     Common Stock to be purchased and accompanied by payment therefor in full
     (or arrangement made for such payment to the Committee's satisfaction)
     either (A) in cash, (B) in previously owned whole shares of Common Stock
     (which the optionee has held for at least six months prior to delivery of
     such shares and for which the optionee has good title free and clear of all
     liens and encumbrances) having a Fair Market Value, determined as of the
     date of exercise, equal to the aggregate purchase price payable pursuant to
     such option by reason of such exercise, (C) in cash by a broker-dealer
     acceptable to the Company to whom the optionee has submitted an irrevocable
     notice of exercise, or (D) a combination of (A) and (B), in each case to
     the extent determined by the Committee at the time of grant of the option,
     and (ii) by executing such documents as the Company may reasonably request.
     The Committee shall have sole discretion to disapprove of an election
     pursuant to any of clauses (B) through (D) above. No shares of Common Stock
     shall be issued until the full purchase price has been paid.
 
     2.   STOCK APPRECIATION RIGHTS.  The Committee may, in its discretion,
grant SARs to such eligible persons as may be selected by the Committee.
 
     SARs shall be subject to the following terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the terms of
this Plan, as the Committee shall deem advisable:
 
          (a)  NUMBER OF SARS AND BASE PRICE.  The number of SARs subject to any
     award shall be determined by the Committee. The base price of an SAR shall
     be determined by the Committee; provided, however, that such base price
     shall not be less than 100% of the Fair Market Value of a share of Common
     Stock on the date of grant of such SAR.
 
          (b)  EXERCISE PERIOD AND EXERCISABILITY.  The Agreement relating to an
     award of SARs shall provide that such award shall be settled in shares of
     Common Stock, plus cash for any fractional share. The period for the
     exercise of an SAR shall be determined by the Committee. The Committee
     shall determine whether an SAR may be exercised in cumulative or
     non-cumulative installments and in part or in full at any time. An
     exercisable SAR, or a portion thereof may be exercised, only with respect
     to a whole number of SARs. Prior to the exercise of an SAR, the
     holder of such SAR shall have no rights as a stockholder of the Company
     with respect to the shares of Common Stock subject to such SAR.
 
          (c)  METHOD OF EXERCISE.  An SAR may be exercised (i) by giving
     written notice to the Company specifying the whole number of SARs which are
     being exercised and (ii) by executing such documents as the Company may
     reasonably request.
 
     3.   TERMINATION OF EMPLOYMENT.  (a)  RETIREMENT.  Subject to Section II.3
(e) below and unless otherwise determined by the Committee, if the employment by
the Company of the holder of an option or SAR terminates by reason of retirement
on or after age 60 (or prior to such age with the consent of the Committee),
such option or SAR held by such holder shall become fully exercisable and may
thereafter be exercised by such holder (or such holder's guardian, legal
representative or similar person) for a period specified at any time or from
time to time by the Committee prior to the date on which such retirement begins;
provided, that such period shall not extend beyond the expiration date of the
term of such option or SAR specified in the Agreement relating thereto.
 
     (b)  DISABILITY AND DEATH.  Subject to Section II.3 (e) below and unless
otherwise determined by the Committee at the time of grant of an option or SAR,
if the employment by the Company of the holder of the option or SAR terminates
by reason of Disability or death, such option or SAR held by such holder shall
become fully exercisable and may thereafter be exercised by such holder (or such
holder's executor, administrator, guardian, legal representative, beneficiary or
similar person, as the case may be) for a period of two years (or such shorter
period as the Committee may specify at the time of grant) after the date of such
holder's termination of employment or until the expiration of the term of such
option or SAR, whichever period is shorter.
 
     (c)  OTHER TERMINATION.  Subject to Section II.3(e) below and unless
otherwise determined by the Committee at any time, if the employment by the
Company of the holder of an option or SAR terminates for any reason other than
as described in Sections II.3(a) or (b) above, (i) such option or SAR held by
such holder shall terminate 90 days after the date of such termination of
employment or upon the expiration of the term of such option or SAR, whichever
is shorter, and (ii) such option or SAR shall be exercisable only to the extent
such option or SAR was exercisable on the date of such holder's termination of
employment. In no event shall such option or SAR be exercisable on any date
which is after the final expiration date of such option or SAR specified in the
Agreement relating thereto.
 
     (d)  DEATH FOLLOWING TERMINATION OF EMPLOYMENT.  Subject to Section II.3(e)
below and unless otherwise determined by the Committee at the time of grant of
an option or SAR, if the holder of an option or SAR dies during the respective
periods specified and determined in accordance with Section II.3(a), (b) or (c)
above, such option or SAR held by such holder shall be exercisable only to the
extent that such option or SAR was exercisable on the date of the holder's death
and may thereafter be exercised by the holder's executor, administrator, legal
representative, beneficiary or similar person, as the case may be, for a period
of two years (or such shorter period as the Committee may specify at the time of
grant) after the date of death or until the expiration of the term of such
option or SAR, whichever period is shorter.
 
     (e)  TERMINATION OF EMPLOYMENT -- INCENTIVE STOCK OPTIONS.  If the
employment by the Company of a holder of an Incentive Stock Option terminates by
reason of death or Permanent and Total Disability, such Incentive Stock Option
held by such holder shall become fully exercisable and may thereafter be
exercised by such holder (or such holder's executor, administrator, legal
representative, beneficiary or similar person) for a period of one year (or such
shorter period as the Committee may specify at the time of grant) after the date
of such holder's termination of employment or until the expiration of the term
of such Incentive Stock Option, whichever period is shorter. If the employment
by the Company of a holder of an Incentive Stock Option terminates for any
reason other than death or Permanent and Total Disability, such Incentive Stock
Option held by such holder shall be exercisable only to the extent such
Incentive Stock Option was exercisable on the date of such holder's termination
of employment and may thereafter be exercised for a period of three months after
the dateof such holder's termination of employment or until the expiration of the term
of the Incentive Stock Option, whichever period is shorter. If the holder of an
Incentive Stock Option dies during the one-year period following termination of
employment by reason of Permanent and Total Disability, or if the holder of an
Incentive Stock Option dies during the three-month period following termination
of employment for any reason other than death or Permanent and Total Disability,
such Incentive Stock Option held by such holder shall be exercisable only to the
extent such Incentive Stock Option was exercisable on the date of the holder's
death and may thereafter be exercised by the holder's executor, administrator,
legal representative, beneficiary or similar person for a period of one year (or
such shorter period as the Committee may specify at the time of grant) after the
date of death or until the expiration of the term of such Incentive Stock
Option, whichever period is shorter.
 
III.  RESTRICTED STOCK UNITS
 
     1.   RESTRICTED STOCK UNIT GRANTS.  The Committee may, in its discretion,
grant Restricted Stock Units pursuant to this Article III to such eligible
employees of the Company ("Grantees") as may be selected by the Committee. Each
such grant shall constitute the agreement by the Company to deliver shares of
Common Stock to the Grantee in the future in consideration of the performance of
services by the Grantee, and subject to the fulfillment of such conditions, if
any, as the Committee may specify. Subject to adjustment as provided in Section
VII.7 of this Plan, the total number of shares of Common Stock available for
grants of Restricted Stock Units beginning on the effective date of this Plan
under this Article III shall be 300,000 shares, reduced by the sum of the
aggregate number of shares of Common Stock which become subject to outstanding
Restricted Stock Units (but not more than the number of shares available for
grants and awards under Articles II through V of the Plan as described in
Section 1.5 of this Plan). The shares of Common Stock represented by a grant of
Restricted Stock Units shall again be available for grants of Restricted Stock
Units under this Article III upon forfeiture of such grant as provided in this
Plan (but not to the extent the total shares available for such grants exceeds
the number of shares available for grants and awards under Articles II through V
of this Plan as described in Section I.5 of this Plan).
 
     2.   TERMS OF RESTRICTED STOCK UNIT GRANTS.  Grants of Restricted Stock
Units shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the terms of this
Plan, as the Committee shall deem advisable.
 
          (a)  NUMBER OF RESTRICTED STOCK UNITS AND CONDITIONS.  The number of
     Restricted Stock Units and the number of shares of Common Stock to be
     granted or delivered to each Grantee and the related conditions, if any,
     shall be determined by the Committee. Any grant may require that the shares
     of Common Stock to be delivered to the Grantee only be delivered upon
     payment by the Grantee to the Company of an amount, determined at the time
     of the grant, that is less than the aggregate Fair Market Value of such
     shares at the date of grant .
 
          (b)  VESTING PERIOD.  Each grant of a Restricted Stock Unit shall be
     subject to a Vesting Period of not less than one (1) year, as determined by
     the Committee at the date of grant. For the purposes of this Article III,
     the term "Vesting Period" shall mean the period, if any, specified in the
     Agreement pertaining to the Restricted Stock Unit between the date of grant
     of such unit (or a portion thereof) and the date on which Common Stock is
     originally issuable pursuant thereto, regardless of any election to defer
     delivery of Common Stock pursuant to Section III.2(c) below. Unless
     otherwise determined by the Committee at the time of grant of a Restricted
     Stock Unit, if the employment by the Company of the Grantee terminates by
     reason of retirement on or after age 60 (or prior to such age with the
     consent of the Committee), Disability or death, the Vesting Period
     applicable to such Restricted Stock Unit shall be deemed, as of the date of
     such termination, to be terminated. In the event that a Grantee ceases to
     be an employee of the Company for reasons other than retirement on or after
     age 60 (or prior to such age with the consent of the Committee), death or
     Disability, any of such Grantee's Restricted Stock Units for which the
     Vesting Period has not expired, lapsed or been terminated shall be
     forfeited.
          (c)  DEFERRAL OF DELIVERY OF COMMON STOCK.  At the time of a grant of
     a Restricted Stock Unit, the Committee, in its discretion, may authorize
     the Grantee to elect to defer the delivery of Common Stock issuable upon
     the termination of the Vesting Period of such Restricted Stock Unit for
     such period or periods as may be specified by the Committee and set forth
     in the related Agreement. Any such election must be made no later than such
     number of days prior to the day on which the Vesting Period with respect to
     such Restricted Stock Unit terminates as specified by the Committee and set
     forth in the Agreement.
 
          (d)  RIGHTS PRIOR TO DELIVERY OF COMMON STOCK.  The Grantee shall have
     no right to transfer any rights under his or her award of Restricted Stock
     Units and, unless and until Common Stock has been issued to the Grantee
     pursuant to a Restricted Stock Unit, shall have no rights of ownership in
     the Common Stock subject to such Restricted Stock Units and shall have no
     right to vote such stock or receive dividends on such stock, but the
     Committee may, at or after the date of grant, authorize the payment of
     dividend equivalents on such Common Stock on either a current or deferred
     or contingent basis, either in cash or in additional shares of Common
     Stock.
 
IV.  GRANTS OF OPTIONS TO NON-EMPLOYEE DIRECTORS
 
     1.   ELIGIBILITY.  Each Non-employee Director shall be granted options to
purchase shares of Common Stock in accordance with this Article IV. All options
granted under this Article IV shall constitute Non-Qualified Stock Options.
 
     2.   GRANTS OF STOCK OPTIONS.  Each Non-employee Director shall be granted
Non-Qualified Stock Options as follows:
 
          (a)  TIME OF GRANT.  Grants pursuant to this Article IV shall be made
     on the following dates: (a) for a person who becomes a Non-employee
     Director on or after December 14, 2003, (i) on the date such person first
     becomes a Non-employee Director and (ii) on the date of each subsequent
     annual meeting of the shareholders of the Company during such person's term
     in office; and (b) for a person who is a Non-employee Director on December
     14, 2003, on the date of each annual meeting of shareholders of the Company
     during such person's term in office, beginning with the 2004 annual meeting
     of shareholders. Each such grant shall be an option to purchase 3,750
     shares of Common Stock (which amount shall be pro-rated if such
     Non-employee Director is first elected or begins to serve as a Non-employee
     Director on a date other than the date of an annual meeting of
     shareholders), subject to adjustment as provided in Section VII.7 of this
     Plan, at a purchase price per share equal to the Fair Market Value of a
     share of Common Stock on the date of grant of such option. Such options
     shall not be granted to the extent shares of Common Stock are not available
     pursuant to Section I.5 of this Plan or otherwise under this Plan or after
     the termination of this Plan.
 
          (b)  OPTION PERIOD AND EXERCISABILITY.  Each option granted under this
     Article IV shall be exercisable in part or in full at any time after the
     grant thereof provided that (i) each such option shall expire 10 years
     after its date of grant or on such earlier date as is hereinafter provided
     and (ii) no Common Stock acquired upon the exercise of such options shall
     be sold or transferred by the person exercising such option during the six
     month period following the date of grant of such option. An exercisable
     option, or portion thereof, may be exercised in whole or in part only with
     respect to whole shares of Common Stock. Options granted under this Article
     IV shall be exercisable in accordance with subparagraph (c) of the second
     paragraph of Section II.1 of this Plan.
 
     3.   TERMINATION OF DIRECTORSHIP.  (a)  If the holder of an option granted
under this Article IV ceases to be a Director of the Company for any reason
other than death, such option held by such holder may thereafter be exercised by
such holder (or such holder's guardian, legal representative or similar person)
for a period of three years after the date of such holder's ceasing to be a
Director or until the expiration of the term of such option, whichever period is
shorter.
 
     (b)  If the holder of an option granted under this Article IV ceases to be
a Director of the Company by reason of death, such option held by such holder
may thereafter be exercised by such holder (or such holder's executor,
administrator, legal representative, beneficiary or similar person) for a period
of two years after the date of such holder's death or until the expiration of
the term of such option, whichever period is shorter.
 
     (c)  If the holder of an option granted under this Article IV dies during
the three-year period following such holder's ceasing to be a Director of the
Company as provided in Section IV.3(a) of this Plan, such option held by such
holder may thereafter be exercised by the holder's executor, administrator,
legal representative, beneficiary or similar person for a period of one year
after the date of death or until the expiration of the term of such option,
whichever period is shorter.
 
V.  DIRECTORS' STOCK COMPENSATION PLAN
 
     Each individual who during the term of this Plan is a Non-employee Director
shall receive a grant of shares of Common Stock ("Directors' Shares") on the
following dates: (a) for a person who becomes a Non-employee Director on or
after December 14, 2003 (i) on the date such person first becomes a Non-employee
Director and (ii) on the date of each subsequent annual meeting of the
shareholders of the Company during such person's term in office; and (b) for a
person who is a Non-employee Director on December 14, 2003, on the date of each
annual meeting of shareholders of the Company during such person's term in
office, beginning with the 2004 annual meeting of shareholders. In each case no
grant shall be made unless such person has served as a Non-employee Director
continuously since the date he or she first became a Non-employee Director. Each
grant shall have an aggregate Fair Market Value equal to 100% of the amount of
such director's Annual Retainer; provided that the grant pursuant to clause
(a)(i) above shall be prorated in the event that the date such person first
becomes a Non-employee Director is not the date of an annual meeting of the
shareholders of the Company. For purposes of this Article V, "Annual Retainer"
shall mean the regular, annual amount of compensation which but for the adoption
of this Article V would have been payable in cash to the Non-employee Director
at the time of reference, not including any Board or committee meeting or
similar fees or any expense reimbursement. Such Directors' Shares shall not be
granted to the extent shares of Common Stock are not available pursuant to
Section I.5 of this Plan or otherwise under this Plan or after the termination
of this Plan.
 
VI.  MONTHLY INVESTMENT PLAN
 
     1.   ELIGIBILITY.  All full time employees of the Company and its United
States Subsidiaries who immediately prior to the effective date of this Article
VI were eligible to participate in the Monthly Investment Plan described in
Article VIII of the 1994 Plan shall continue to be eligible as of the effective
date of this Article VI to participate in such Monthly Investment Plan as
extended, amended and restated pursuant to this Article VI, and all full-time
employees of the Company and its United States Subsidiaries who immediately
prior to the effective date of this Article VI were not eligible to participate
in such Monthly Investment Plan shall be eligible upon completing three months
consecutive service to participate in such Monthly Investment Plan as extended,
amended and restated pursuant to this Article VI (such eligible employees herein
referred to as "MIP Participants" and such Monthly Investment Plan as extended,
amended and restated pursuant to this Article VI herein referred to as the
"MIP"). All determinations of period of service with the Company shall include
periods of continuous service with any United States Subsidiary or with any
United States corporation acquired by the Company or merged or consolidated with
the Company, unless the Committee shall otherwise determine.
 
     2.   PARTICIPATION.  (a)  A MIP Participant at his or her election may
elect to participate in the MIP by filling in and signing a form of payroll
deduction authorization with respect to the MIP (the "PD Authorization").
Enrollment shall become effective as soon as practicable after the PD
Authorization is received by the Company.
 
 
     (b)  Each month the Company will contribute for each MIP Participant an
amount equal to 25% of such MIP Participant's actual payroll deduction (as
specified in the PD Authorization) up to 10% of his or her annual Base Salary.
The maximum payroll deduction permitted by the MIP for each MIP Participant is
15% of his or her annual Base Salary. The minimum payroll deduction is $10.00
per month.
 
     3.   OPERATION OF MIP PLAN.  (a)  The Company has or shall designate a
member of the New York Stock Exchange, as broker (the "Broker"), to make
purchase of shares of the Common Stock for the accounts of MIP Participants on
the New York Stock Exchange.
 
     (b)  The Company has or shall designate a custodian of the MIP to hold the
shares so purchased on behalf of the MIP Participants (the "Custodian").
 
     (c)  The Company has or shall designate a recordkeeper for the MIP (the
"Recordkeeper"). The Recordkeeper shall maintain records of all purchases and
sales of shares by MIP Participants under the MIP.
 
     (d)  The Company shall pay the administrative charges for the MIP including
Custodian's and Recordkeeper's fees and Broker's commissions, if any, on
purchases made from amounts deducted from the pay of MIP Participants, from
amounts contributed by the Company and from reinvestment of dividends. The
Broker's commission and other charges in connection with sales, or purchases not
made by payroll deductions, Company contributions or reinvestment of dividends,
shall be payable directly to the Broker by the MIP Participant who orders the
transactions for his/her account. Commissions under the Plan will be computed in
accordance with the requirements of the New York Stock Exchange.
 
     (e)  The Company shall deduct funds from each MIP Participant's Base Salary
as authorized by the PD Authorization and will, as promptly as practicable,
forward to the Custodian the total of the amounts so deducted for all MIP
Participants plus the Company's contributions as provided in Section VI.2(b) of
this Plan. A list of MIP Participants and the amount allocable to the account of
each MIP Participant will be forwarded to the Broker and the Recordkeeper.
 
     (f)  Upon notification from the Company, the Broker will, as promptly as
practicable, purchase on the New York Stock Exchange, as many full shares of
Common Stock (or fractional interests therein) as MIP funds will permit. The
number of shares purchased will depend upon the market price of the Company's
Common Stock on the New York Stock Exchange at the time such purchases are made.
The Custodian will forward payment for purchases of shares to the Broker. Such
purchases, on the basis of the average cost, shall be allocated by the
Recordkeeper to the accounts of the MIP Participant in proportion to the amounts
withheld by the Company for such MIP Participants.
 
     (g)  Subject to adjustment as provided in Section VII.7 of this Plan, the
total number of shares of Common Stock available under this Article VI of this
Plan in any calendar year shall not exceed 3% of the Outstanding Common Stock as
of January 1 of such year.
 
     4.   PAYROLL DEDUCTIONS.  A PD Authorization will remain effective until
terminated by a MIP Participant, and will be stated either as a percentage of
Base Salary or in even multiples of $1.00. The MIP Participant shall specify
therein the amount to be withheld from his or her pay, which amount may range
from a minimum of $10.00 per month to a maximum of 15% of the MIP Participant's
Base Salary.
 
     The PD Authorization may be revised or terminated at any time by the MIP
Participant's written request submitted to the Company. Commencement, revision
or termination of deductions will become effective as soon as practicable after
a MIP Participant's written request is received by the Company. If a MIP
Participant terminates his or her PD Authorization such MIP Participant may not
resume payroll deductions for the purpose of the MIP for a one-year period. In
that event, such MIP Participant may upon request receive that number of full
shares of the Common Stock then held in hisor her MIP account along with a check representing the net proceeds of the sale
of any remaining fractional interest in shares.
 
     5.    AMENDMENT OR TERMINATION.  The Company reserves the right to
discontinue use of its payroll deduction facilities for the purpose of the MIP
at any time such action is deemed advisable in its judgment, and it also
reserves the right to amend or discontinue the MIP at any time. Any such
amendment or termination will not result in the forfeiture, before the effective
date of amendment or termination of the MIP, of (i) any funds deducted from the
salary of any MIP Participant or contributed by the Company on behalf of any MIP
Participant, (ii) any shares or fractional interest in shares purchased by the
MIP Participant, or (iii) any dividends or other distribution declared in
respect of such shares.
 
     6.    MIP PARTICIPANT'S ACCOUNT.  (a)  At the time of purchase each MIP
Participant (for whose account funds have been received) shall immediately
acquire full ownership of all shares and of any fractional interest in shares
purchased for his or her account. Unless otherwise requested by the MIP
Participant, all shares will be registered in the name of the Custodian and will
remain so registered until delivery is requested. Upon payment to the Broker of
the applicable fee, the MIP Participant may request that a certificate for any
or all of his or her full shares be delivered to such MIP Participant at any
time. Although the MIP Participant may not assign or hypothecate his or her
interest in the MIP as such, upon purchase of shares under the MIP such shares
may be sold, assigned, hypothecated or otherwise dealt with as would be the case
with respect to any other shares of the Company he or she might own.
 
     (b)  The MIP Participant's account will be credited with all dividends paid
in respect of the full shares and any fractional interest in shares held in such
account. Cash dividends will be reinvested in Common Stock at the end of each
quarter.
 
     (c)  Stock dividends and any stock splits in respect of Common Stock held
in the MIP Participant's account will be credited to the account without charge.
Distributions of other securities and rights to subscribe will be sold and the
proceeds will be handled in the same manner as a cash dividend.
 
     (d)  The MIP Participant may instruct the Broker at any time to sell any or
all of his or her full shares and the fractional interest in shares held in
his/her account. Upon such sale the Broker shall mail the MIP Participant a
check for the proceeds, less the regular brokerage commission and any transfer
taxes, registration fee or other normal charges which are payable by the MIP
Participant. Such instruction to the Broker, or a request for delivery of
certificates, shall not affect the MIP Participant's status as a MIP Participant
unless such person also terminates his or her payroll deduction authorization.
 
VII.  GENERAL
 
     1.   EFFECTIVE DATE AND TERM OF PLAN.  This Plan shall be submitted to the
shareholders of the Company for approval and, if approved, shall become
effective as of January 24, 2003, the date of approval of this Plan by the
Board; provided, however, that Article VI of this Plan and the other provisions
of this Plan to the extent applicable to the Monthly Investment Plan described
in Article VI of this Plan shall be effective on December 14, 2003. This Plan
shall terminate 10 years after the date on which this Plan was approved by the
Board unless terminated earlier by the Board. Termination of this Plan shall not
affect the terms or conditions of any award granted prior to termination.
 
     Awards and grants hereunder may be made and become effective only at any
time on or after December 14, 2003 and prior to the termination of this Plan,
provided that no award or grant may be made later than 10 years after January
24, 2003, the date on which this Plan was approved by the Board.
 
     2.   AMENDMENTS.  The Board of Directors may amend this Plan as it shall
deem advisable, subject to any requirement of shareholder approval imposed by
applicable law; provided that no amendment shall be made without shareholder
approval if such amendment would (a) increase the maximumnumber of shares of Common Stock available under this Plan (subject to Section
VII.7 of this Plan), (b) reduce the minimum purchase price in the case of an
option or the base price in the case of an SAR, (c) effect any change
inconsistent with Section 422 of the Code or (d) extend the term of this Plan.
No amendment may impair the rights of a holder of an outstanding award or grant
without the consent of such holder.
 
     3.   AGREEMENT.  Each award and grant under this Plan shall be evidenced by
an Agreement setting forth the terms and conditions applicable to such award or
grant. No award or grant shall be valid until an Agreement is executed by the
Company and the recipient of such award or grant and, upon execution by each
party and delivery of the Agreement to the Company, such award or grant shall be
effective as of the effective date set forth in the Agreement.
 
     4.   NON-TRANSFERABILITY.  No option, SAR or Restricted Stock Unit or award
thereof shall be transferable other than by will or the laws of descent and
distribution. Each option, SAR and Restricted Stock Unit may be exercised or
settled during the participant's lifetime only by the holder or the holder's
guardian, legal representative or similar person. Except as permitted by the
preceding sentence, no option, SAR or Restricted Stock Unit may be sold,
transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed
of (whether by operation of law or otherwise) or be subject to execution,
attachment or similar process. Upon any attempt to so sell, transfer, assign,
pledge, hypothecate, encumber or otherwise dispose of any option, SAR or
Restricted Stock Unit, such award and all rights thereunder shall immediately
become null and void.
 
     5.   TAX WITHHOLDING.  The Company shall have the right to require, prior
to the issuance or delivery of any shares of Common Stock pursuant to an award
or grant hereunder, payment by the holder of such award or grant of any Federal,
state, local or other taxes which may be required to be withheld or paid in
connection with such award or grant. As determined by the Committee at the time
of grant of an award, an Agreement may provide that (i) the Company shall
withhold from the shares of Common Stock otherwise issuable or payable to a
holder, the number of whole shares of Common Stock having an aggregate Fair
Market Value determined as of the date the obligation to withhold or pay taxes
arises in connection with an award or grant (the "Tax Date") in the amount
necessary to satisfy any such obligation or (ii) the holder may satisfy any such
obligation by any of the following means: (A) a cash payment to the Company, (B)
delivery to the Company of previously owned whole shares of Common Stock (which
the optionee has held for at least six months prior to delivery of such shares
and for which the holder has good title, free and clear of all liens and
encumbrances) having an aggregate Fair Market Value, determined as of the Tax
Date, equal to the amount necessary to satisfy any such obligation, (C)
authorizing the Company to withhold from the shares of Common Stock issuable to
the holder pursuant to an award or grant, the number of whole shares of Common
Stock having an aggregate Fair Market Value determined as of the Tax Date, equal
to the amount necessary to satisfy any such obligation, (D) in the case of the
exercise of an option, a cash payment by a broker-dealer acceptable to the
Company to whom the optionee has submitted an irrevocable notice of exercise or
(E) any combination of (A), (B) and (C); provided, however, that the Committee
shall have sole discretion to disapprove of an election pursuant to any of
clauses (B)-(E) and that in the case of a holder who is subject to Section 16 of
the Exchange Act, the Company may require that the method of satisfying any such
obligation be in compliance with Section 16 and the rules and regulations
thereunder. Any fraction of a share of Common Stock which would be required to
satisfy such an obligation shall be disregarded and the remaining amount due
shall be paid in cash by the holder. The Company may require that any or all
obligations to satisfy or pay taxes with respect to any award or grant shall be
satisfied or paid by the holder prior to the issuance of shares of Common Stock
by the Company.
 
     6.   RESTRICTIONS ON SHARES.  Each award or grant made hereunder shall be
subject to the requirement that if at any time the Company determines that the
listing, registration or qualification of the shares of Common Stock subject to
such award or grant upon any securities exchange or under any law, or the
consent or approval of any governmental body, or the taking of any other action
is necessary or desirable as a condition of, or in connection with, the delivery
of such shares thereunder,
such shares shall not be delivered unless such listing, registration,
qualification, consent, approval or other action shall have been effected or
obtained, free of any conditions not acceptable to the Company. The Company may
require that certificates evidencing shares of Common Stock delivered pursuant
to any award or grant made hereunder bear a legend indicating that the sale,
transfer or other disposition thereof by the holder is prohibited except in
compliance with the Securities Act of 1933, as amended, and the rules and
regulations thereunder.
 
     7.   ADJUSTMENT.  In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange
of securities, liquidation, spin-off or other similar event or change in
capitalization, or any distribution to holders of Common Stock other than a cash
dividend, the number and class of securities available under this Plan, the
number and class of securities available under this Plan for grants of Incentive
Stock Options in any calendar year, the number and class of securities available
under this Plan for grants of options and SARs in any calendar year to any
person, the number and class of securities available under this Plan for grants
of Restricted Stock Units, the number and class of securities subject to each
outstanding option or SAR or Restricted Stock Unit and the purchase or base
price per security, the number and class of securities subject to each option to
be granted to Non-employee Directors pursuant to Article IV of this Plan, the
number and class of securities comprising each grant of Director's Shares, the
terms of each outstanding SAR, and the terms of each outstanding Restricted
Stock Unit shall be appropriately adjusted by the Committee, such adjustments to
be made in the case of outstanding options and SARs without a change in the
aggregate purchase price or base price. If any such adjustment would result in a
fractional security (i) being available under this Plan, such fractional share
shall be disregarded, or (ii) subject to a grant under this Plan, the Company
shall pay the holder of such grant, in connection with the first exercise or
settlement of such grant, in whole or in part, occurring after such adjustment,
an amount in cash determined by multiplying (i) the fraction of such security
(rounded to the nearest hundredth) by (ii) the excess, if any, of (A) the Fair
Market Value on the exercise or settlement date over (B) the exercise or base
price, if any, of such grant.
 
     8.   CHANGE IN CONTROL.
 
     (a)  (1)  Notwithstanding any provision in this Plan or any Agreement, in
the event of a Change in Control pursuant to Section VII.8(b)(3) below in
connection with which the holders of Common Stock receive shares of common stock
that are registered under Section 12 of the Exchange Act, (i) all outstanding
options and SARs shall immediately become exercisable in full, (ii) the Vesting
Period applicable to any Restricted Stock Unit shall lapse, and (iii) there
shall be substituted for each share of Common Stock available under this Plan,
whether or not then subject to an outstanding award, the number and class of
shares into which each outstanding share of Common Stock shall be converted
pursuant to such Change in Control. In the event of any such substitution, the
purchase price per share in the case of an option and the base price in the case
of an SAR shall be appropriately adjusted by the Committee, such adjustments to
be made in the case of outstanding options and SARs without a change in the
aggregate purchase or base price.
 
     (2)  Notwithstanding any provision in this Plan or any Agreement, in the
event of a Change in Control pursuant to Section VII.8(b)(l) or (2) below, or in
the event of a Change in Control pursuant to Section VII.8(b)(3) below in
connection with which the holders of Common Stock receive consideration other
than shares of common stock that are registered under Section 12 of the Exchange
Act, each outstanding award or grant under this Plan shall be surrendered to the
Company by the holder thereof, and each such award or grant shall immediately be
cancelled by the Company, and the holder shall receive, within 10 days of the
occurrence of such Change in Control pursuant to Section VII.8(b)(l) or (2)
below or within 10 days of the consummation or approval of the shareholders of
the Company contemplated by Section VII.8(b)(3) below, a cash payment from the
Company in an amount equal to (i) in the case of an option, the number of shares
of Common Stock then subject to such option, multiplied by the excess, if any,
of (A) the highest per share price offered to shareholders of the Company in any
transaction whereby the Change in Control takes place or (B) the Fair Market Value of a share of Common Stock on the date of occurrence
of the Change in Control, if the Change in Control occurs other than pursuant to
an acquisition of shares of Common Stock, over the purchase price per share of
Common Stock subject to the option, (ii) in the case of an SAR, the number of
shares of Common Stock then subject to such SAR, multiplied by the excess, if
any, of (A) the highest per share price offered to shareholders of the Company
in any transaction whereby the Change in Control takes place or (B) the Fair
Market Value of a share of Common Stock on the date of occurrence of the Change
in Control, if the Change in Control occurs other than pursuant to an
acquisition of shares of Common Stock, over the base price of the SAR, and (iii)
in the case of a Restricted Stock Unit, the number of Restricted Stock Units
then subject to such award or grant, multiplied by (A) the highest per share
price offered to shareholders of the Company in any transaction whereby the
Change in Control takes place or (B) the Fair Market Value of a share of Common
Stock on the date of occurrence of the Change in Control, if the Change in
Control occurs other than pursuant to an acquisition of shares of Common Stock.
The Company may, but is not required to, cooperate with any person who is
subject to Section 16 of the Exchange Act to assure that any cash payment in
accordance with the foregoing to such person is made in compliance with Section
16 and the rules and regulations thereunder.
 
     (b)  For the purpose of this Plan, a "Change in Control" shall mean:
 
          (1)  The acquisition (other than from the Company) by any person,
     entity, or "group", within the meaning of Section 13(d)(3) or 14(d)(2) of
     the Exchange Act, of beneficial ownership (within the meaning of Rule 13d-3
     promulgated under the Exchange Act) of 15% or more of either the then
     outstanding shares of Common Stock or the combined voting power of the
     Company's then outstanding voting securities entitled to vote generally in
     the election of directors; provided, however, no Change in Control shall be
     deemed to have occurred for any acquisition by any corporation with respect
     to which, following such acquisition, more than 60% of such corporation and
     the combined voting power of the then outstanding voting securities of such
     corporation entitled to vote generally in the election of directors is then
     beneficially owned, directly or indirectly, by all or substantially all of
     the individuals and entities who were the beneficial owners, respectively,
     of the then outstanding shares of Common Stock or the combined voting power
     of the Company's then outstanding voting securities immediately prior to
     such acquisition in substantially the same proportions as their ownership,
     immediately prior to such acquisition, of the Company's then outstanding
     Common Stock and then outstanding voting securities, as the case may be; or
 
          (2)  Individuals who, as of the date hereof, constitute the Board (as
     of the date hereof the "Incumbent Board") cease for any reason to
     constitute at least a majority of the Board, provided that any person
     becoming a director subsequent to the date hereof whose election, or
     nomination for election by the Company's shareholders, was approved by a
     vote of at least a majority of the directors then comprising the Incumbent
     Board (other than an election or nomination of an individual whose initial
     assumption of office is in connection with an actual or threatened election
     contest relating to the election of the Directors of the Company) shall be,
     for purposes of this Agreement, considered as though such person were a
     member of the Incumbent Board; or
 
          (3)  Consummation of a reorganization, merger or consolidation, in
     each case, with respect to which persons who were the stockholders of the
     Company immediately prior to such reorganization, merger or consolidation
     do not, immediately thereafter, own more than 60% of the combined voting
     power entitled to vote generally in the election of directors of the
     reorganized, merged or consolidated company's then outstanding voting
     securities, or shareholder approval of a liquidation or dissolution of the
     Company or of the sale of all or substantially all of the assets of the
     Company.
 
     9.   NO RIGHT OF EMPLOYMENT.  Neither this Plan nor any award or grant made
hereunder shall confer upon any person any right to continued employment by the
Company or any affiliate of the
 
Company or affect in any manner the right of the Company or any affiliate of the
Company to terminate the employment of any person at any time without liability
hereunder.
 
     10.   RIGHTS AS SHAREHOLDER.  Except as provided in Section III.2(d) of
this Plan, no person shall have any right as a shareholder of the Company with
respect to any shares of Common Stock or other equity security of the Company
which is subject to an award or grant hereunder unless and until such person
becomes a shareholder of record with respect to such shares of Common Stock or
equity security.
 
     11.   APPROVAL OF PLAN.  This Plan and all awards and grants made hereunder
shall be null and void if the adoption of this Plan is not approved by the

shareholders of the Company on or before December 14, 2003.