IMS HEALTH INCORPORATED
                            2000 STOCK INCENTIVE PLAN
 
 
1.    PURPOSE OF THE PLAN
 
            The purpose of the Plan is to aid the Company and its Subsidiaries
      in securing and retaining employees of outstanding ability (other than
      executive officers) and to motivate such employees to exert their best
      efforts on behalf of the Company and its Subsidiaries by providing
      incentives through the granting of Awards. The Company expects that it
      will benefit from the added interest which such employees will have in the
      welfare of the Company as a result of their proprietary interest in the
      Company's success.
 
2.    DEFINITIONS
 
            The following capitalized terms used in the Plan have the respective
      meanings set forth in this Section:
 
      (a)   ACT:  The  Securities  Exchange  Act of 1934,  as amended,  or any
      successor thereto.
 
      (b)   AWARD: An Option,  Stock  Appreciation  Right or Other Stock-Based
      Award granted pursuant to the Plan.
 
      (c)   BENEFICIAL  OWNER: As such term is defined in Rule 13d-3 under the
      Act (or any successor rule thereto).
 
      (d)   BOARD:  The Board of Directors of the Company.
 
      (e)   CHANGE IN CONTROL:  The occurrence of any of the following  events
      after the Effective Date:
 
            (i) any Person (other than the Company, any trustee or other
            fiduciary holding securities under an employee benefit plan of the
            Company, or any company owned, directly or indirectly, by the
            stockholders of the Company in substantially the same proportions as
            their ownership of stock of the Company), becomes the Beneficial
            Owner, directly or indirectly, of securities of the Company
            representing 20% or more of the combined voting power of the
            Company's then-outstanding securities;
 
            (ii) during any period of twenty-four months (not including any
            period prior to the Effective Date), individuals who at the
            beginning of such period constitute the Board, and any new director
            (other than (A) a director nominated by a Person who has entered
            into an agreement with the Company to effect a transaction described
            in Sections 2(e) (i), (iii) or (iv) of the Plan, (B) a director
            nominated by any Person (including the Company) who publicly
            announces an intention to take or to consider taking actions
            (including, but not limited to, an actual or threatened proxy
            contest) which if consummated would constitute a Change in Control
            or (C) a director nominated by any Person who is the Beneficial
            Owner, directly or indirectly, of securities of the Company
            representing 10% or more of the combined voting power of the
            Company's securities) whose election by the Board or nomination for
            election by the Company's stockholders was approved in advance by a
            vote of at least two-thirds (2/3) of the directors then still in
            office who either were directors at the beginning of the period or
            whose election or nomination for election was previously so
            approved, cease for any reason to constitute at least a majority
            thereof;
 
            (iii) the stockholders of the Company approve any transaction or
            series of transactions under which the Company is merged or
            consolidated with any other company, other than a merger or
            consolidation (A) which would result in the voting securities of the
            Company outstanding immediately prior thereto continuing to
            represent (either by remaining outstanding or by being
 
 
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            converted into voting securities of the surviving entity) more than
            66 2/3% of the combined voting power of the voting securities of the
            Company or such surviving entity outstanding immediately after such
            merger or consolidation and (B) after which no Person holds 20% or
            more of the combined voting power of the then-outstanding securities
            of the Company or such surviving entity;
 
            (iv) the stockholders of the Company approve a plan of complete
            liquidation of the Company or an agreement for the sale or
            disposition by the Company of all or substantially all of the
            Company's assets; or
 
            (v) the Board determines that a Change in Control shall be deemed to
            have occurred for purposes of the Plan, provided that the Board may
            impose limitations on the effects of a Change in Control on any
            Award or otherwise if the Change in Control has occurred under this
            Section 2(e)(v) and not under other subsections of this Section
            2(e).
 
      (f)   CODE: The Internal Revenue Code of 1986, as amended, or any
      successor thereto.
 
      (g)   COMMITTEE: The Compensation and Benefits Committee of the Board. The
      full Board may perform any function of the Committee hereunder, in which
      case the term "Committee" shall refer to the Board.
 
      (h)   COMPANY: IMS Health Incorporated, a Delaware corporation.
 
      (i)   DISABILITY: Inability of a Participant to perform the services for
      the Company and its Subsidiaries required by his or her employment with
      the Company due to any medically determinable physical and/or mental
      incapacity or disability which is permanent. The determination whether a
      Participant has suffered a Disability shall be made by the Committee based
      upon such evidence as it deems necessary and appropriate. A Participant
      shall not be considered to have a Disability unless he or she furnishes
      such medical or other evidence of the existence of the Disability as the
      Committee, in its sole discretion, may require.
 
      (j)   EFFECTIVE DATE: The date on which the Plan takes effect, as defined
      pursuant to Section 19 of the Plan.
 
      (k)   FAIR MARKET VALUE: With respect to Shares, unless otherwise
      determined by the Committee, on a given date, the arithmetic mean of the
      high and low prices of the Shares as reported on such date on the
      Composite Tape of the principal national securities exchange on which such
      Shares are listed or admitted to trading, or, if no Composite Tape exists
      for such national securities exchange on such date, then on the principal
      national securities exchange on which such Shares are listed or admitted
      to trading, or, if the Shares are not listed or admitted on a national
      securities exchange, the arithmetic mean of the per Share closing bid
      price and per Share closing asked price on such date as quoted on the
      Nasdaq System (or such market in which such prices are regularly quoted),
      or, if there is no market on which the Shares are regularly quoted, the
      Fair Market Value shall be the value established by the Committee in good
      faith. If no sale of Shares shall have been reported on such Composite
      Tape or such national securities exchange on such date or quoted on the
      Nasdaq System on such date, then the immediately preceding date on which
      sales of the Shares have been so reported or quoted shall be used.
 
      (l)   LSAR: A limited stock appreciation right granted pursuant to Section
      7(d) of the Plan.
 
      (m)   OTHER STOCK-BASED AWARDS: Awards granted pursuant to Section 8 of
      the Plan, including restricted Shares, restricted Share units, Share
      purchase rights and deferred stock.
 
      (n)   OPTION: A stock option granted pursuant to Section 6 of the Plan.
 
      (o)   OPTION PRICE: The purchase price per Share of an Option, as
      determined pursuant to Section 6(a) of the Plan.
 
 
                                      -2-
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      (p)   PARTICIPANT: An individual who is selected by the Committee to
      participate in the Plan pursuant to Section 5 of the Plan.
 
      (q)   PERSON: As such term is used for purposes of Section 13(d) or 14(d)
      of the Act (or any successor section thereto).
 
      (r)   PLAN:  The IMS Health Incorporated 2000 Stock Incentive Plan.
 
      (s)   RETIREMENT: Termination of employment with the Company or a
      Subsidiary after such Participant has attained age 65 or age 55 and five
      years of service with the Company, other than a termination by the Company
      or a subsidiary for cause. The foregoing notwithstanding, the Committee
      may modify this definition with respect to any Award agreement (subject to
      Section 13(b)) or determine in its discretion that any other termination
      shall be deemed a Retirement for purposes of the Plan.
 
      (t)   SHARES: Shares of common stock, par value $0.01 per Share, of the
      Company.
 
      (u)   STOCK APPRECIATION RIGHT: A stock appreciation right granted
      pursuant to Section 7 of the Plan.
 
      (v)   SUBSIDIARY: A subsidiary corporation, as defined in Section 424(f)
      of the Code (or any successor section thereto).
 
3.    SHARES SUBJECT TO THE PLAN
 
            Subject to adjustment as provided in Section 9(a), the total number
      of Shares which may be issued and/or delivered under the Plan is
      18,000,000. The Shares may consist, in whole or in part, of authorized and
      unissued Shares or treasury Shares. Shares subject to an Award under the
      Plan that is canceled, expired, forfeited, settled in cash, or otherwise
      terminated without a delivery of Shares to the Participant, including the
      number of Shares withheld or surrendered in payment of any exercise or
      purchase price of an Award or taxes relating to an Award, will become
      available for Awards under the Plan. In addition, in the case of any Award
      granted in substitution for awards of a company or business acquired by
      the Company or a Subsidiary, Shares issued or issuable in connection with
      such substitute Award shall not be counted against the number of Shares
      reserved under the Plan, but shall be deemed to be available under the
      Plan by virtue of the Company's assumption of the plan or arrangement of
      the acquired company or business.
 
4.    ADMINISTRATION
 
      (a)   AUTHORITY OF THE COMMITTEE. The Plan shall be administered by the
      Committee, which may delegate its duties and powers in whole or in part to
      any subcommittee thereof consisting of at least two individuals. The
      Committee is authorized to interpret the Plan, to establish, amend and
      rescind any rules and regulations relating to the Plan, and to make any
      other determinations that it deems necessary or desirable for the
      administration of the Plan. The Committee may correct any defect or supply
      any omission or reconcile any inconsistency in the Plan in the manner and
      to the extent the Committee deems necessary or desirable. Any decision of
      the Committee in the interpretation and administration of the Plan, as
      described herein, shall lie within its sole and absolute discretion and
      shall be final, conclusive and binding on all parties concerned
      (including, but not limited to, Participants and their beneficiaries or
      successors). The Committee may, in its discretion, grant Awards either
      alone or in addition to, in tandem with, or in substitution or exchange
      for, any other Award or any award granted under another plan of the
      Company, any subsidiary, or any business entity to be acquired by the
      Company or a subsidiary, or any other right of a Participant to receive
      payment from the Company or any subsidiary.
 
      (b)   MANNER OF EXERCISE OF COMMITTEE AUTHORITY. The Committee may
      delegate to officers or managers of the Company or any Subsidiary or
      affiliate, or committees thereof, the authority, subject to such terms as
      the Committee shall determine, to perform such functions, including
      administrative functions, as the Committee may determine. In furtherance
      of this delegation, if the chief executive officer of the Company is a
      member of the Board, the chief executive officer, or his or her designee,
      shall have the authority to grant Awards of up to an aggregate of 50,000
      Shares (or such other amount as may be specified by the Board or
      Committee) in each calendar year to each Participant who is not then
      subject to Section 16 of the
 
                                      -3-
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      Act in respect of the Company; PROVIDED, HOWEVER, that such chief
      executive officer shall notify the Committee of any such grants made
      pursuant to the delegated authority under this Section 4(b).
 
      (c)   LIMITATION ON REPRICING. Without the prior approval of the Company's
      stockholders, Awards will not be modified in a transaction that
      constitutes "repricing" within the meaning of Interpretation 44 under APB
      25.
 
5.    ELIGIBILITY
 
            Employees of the Company and its Subsidiaries, excluding any
      executive officer of the Company (meaning any "officer" as defined in Rule
      16a-1(f) under the Act) and excluding any employee who is a director of
      the Company, are eligible to be granted Awards. In addition, any person
      who has been offered employment by the Company or a Subsidiary is eligible
      to be granted Awards if he or she would be eligible upon commencement of
      such employment, provided that no such person may receive any payment or
      exercise any right relating to an Award until such person has commenced
      such employment. Persons other than those specified in this Section 5 are
      not eligible for Awards. Participants shall be selected from time to time
      by the Committee, in its sole discretion, from among those eligible, and
      the Committee shall determine, in its sole discretion, the number of
      Shares to be covered by the Awards granted to each Participant.
 
6.    TERMS AND CONDITIONS OF OPTIONS
 
            The Committee has the responsibility to determine the terms and
      conditions of each option granted under the Plan. The options shall be
      non-qualified stock options and their terms and conditions shall be set
      forth in a written agreement between the Participant and IMS HEALTH. Stock
      options granted under the Plan are subject to the foregoing and following
      terms and conditions in this Plan, as well as those in the Prospectus and
      any Award agreement, and to any other terms and conditions that the
      Committee may determine:
 
      (a)   OPTION PRICE. The Option Price per Share shall be determined by the
      Committee but shall not be less than 100% of the Fair Market Value of the
      Shares on the date an Option is granted. The Committee may require the
      Participant to pay a portion of the Option Price at the time of grant of
      the option, with the remainder of the Option Price payable upon exercise
      of the Option. Such prepayment of the Option Price shall be non-refundable
      except to the extent set forth in a Participant's original option
      agreement or as otherwise determined by the Committee.
 
      (b)   EXERCISABILITY. Options granted under the Plan shall be exercisable
      at such time and upon such terms and conditions as may be determined by
      the Committee, but, with the exception of certain non-US jurisdictions, in
      no event shall an Option be exercisable more than ten years after the date
      it is granted.
 
      (c)   EXERCISE OF OPTIONS. Except as otherwise provided in the Plan or in
      an Award agreement, an Option may be exercised for all, or from time to
      time any part, of the Shares for which it is then exercisable. For
      purposes of Section 6 of the Plan, the exercise date of an Option shall be
      the later of the date a notice of exercise is received by the Company and,
      if applicable, (A) the date payment is received by the Company pursuant to
      clauses (i), (ii) or (iii) in the following sentence, or (B) the date of
      sale by a broker of all or a portion of the Shares being purchased
      pursuant to clause (iv) in the following sentence. Unless otherwise
      determined by the Committee, the Option Price for the Shares as to which
      an Option is exercised shall be paid to the Company in full not later than
      the time of exercise at the election of the Participant (i) in cash, (ii)
      in Shares having a Fair Market Value equal to the aggregate unpaid Option
      Price for the Shares being purchased and satisfying such other
      requirements as may be imposed by the Committee, (iii) partly in cash and
      partly in such Shares, or (iv) through the delivery of irrevocable
      instructions to a broker to deliver promptly to the Company an amount
      equal to the aggregate Option Price for the Shares being purchased. Unless
      otherwise provided by the Committee, the Participant may elect, subject to
      such terms and conditions as the Committee shall determine, to have the
      number of Shares deliverable to the Participant as a result of the
      exercise reduced by a number sufficient to pay the amount the Company
      determines to be necessary to withhold for federal, state, local or other
      taxes as a result of the exercise of the Option. No Participant shall have
      any rights to dividends or other rights of a stockholder
 
                                      -4-
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      with respect to Shares subject to an Option until the Participant has
      given written notice of exercise of the Option, paid in full for such
      Shares and, if applicable, has satisfied any other conditions imposed by
      the Committee pursuant to the Plan.
 
      (d)   RESTRICTIONS ON SHARES ISSUED UPON EXERCISE; OTHER CONDITIONS. If
      and to the extent so determined by the Committee, Shares issued upon
      exercise of an Option may be subject to limitations on transferability,
      risks of forfeiture, deferral of delivery, or such other terms and
      conditions as the Committee may impose, subject to Section 13(b). Such
      terms and conditions may include required forfeiture of Options or gains
      realized upon exercise thereof, for a specified period after exercise, in
      the event the Participant fails to comply with conditions relating to
      non-competition, non-disclosure, non-solicitation or non-interference with
      employees, suppliers, or customers, and non-disparagement and other
      conditions specified by the Committee.
 
      (e)   EXERCISABILITY UPON TERMINATION OF EMPLOYMENT BY DEATH OR
      DISABILITY. Except as otherwise provided by the Committee (subject to
      Section 13(b)), if a Participant's employment with the Company and its
      Subsidiaries terminates by reason of death or Disability after the date of
      grant of an Option, (i) the unexercised portion of such Option shall
      immediately vest in full (i.e., become non-forfeitable) and (ii) such
      portion may thereafter be exercised during the shorter of (A) the
      remaining stated term of the Option or (B) five years after the date of
      death or Disability.
 
      (f)   EXERCISABILITY UPON TERMINATION OF EMPLOYMENT BY RETIREMENT. Except
      as otherwise provided by the Committee (subject to Section 13(b)), if a
      Participant's employment with the Company and its Subsidiaries terminates
      by reason of Retirement after the date of grant of an Option, the
      Participant's unexercised Option may thereafter be exercised only during
      the period ending at the earlier of five years after such Retirement or
      the stated expiration date of such Option (the "Post-Retirement Exercise
      Period"), provided that such Option shall be exercisable during such
      Post-Retirement Exercise Period only to the extent such Option was
      exercisable at the time of such Retirement. Further PROVIDED, HOWEVER,
      that if a Participant dies within a period of five years after such
      termination of employment, an unexercised Option (to the extent not
      previously forfeited) may thereafter be exercised, during the shorter of
      (i) the remaining stated term of the Option or (ii) the period that is the
      longer of (A) five years after the date of such termination of employment
      or (B) one year after the date of death. The foregoing notwithstanding,
      the Committee may, in its sole discretion, vary these terms (subject to
      Section 13(b)), including but not limited to by accelerating the vesting
      of the unvested portion of such Option held by a Participant upon such
      Participant's Retirement, so that the Option shall not be forfeited but
      shall thereafter become exercisable to the extent and at such times as
      such portion of the Option would have become both vested and exercisable
      during the Post-Retirement Exercise Period had the Participant's
      employment not been terminated;
 
      (g)   EFFECT OF OTHER TERMINATION OF EMPLOYMENT. Except as otherwise
      provided by the Committee (subject to Section 13(b)), if a Participant's
      employment with the Company and its Subsidiaries terminates for any reason
      other than death, Disability or Retirement after the date of grant of an
      Option as described above, the Participant's unexercised Option may
      thereafter be exercised during the period ending 90 days after the date of
      such termination of employment, but only to the extent such Option was
      exercisable at the time of such termination of employment, and in no event
      may such Option be exercised after its stated expiration date.
 
7.    TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS
 
      (a)   GRANTS. The Committee may grant (i) a Stock Appreciation Right
      independent of an Option or (ii) a Stock Appreciation Right in connection
      with an Option, or a portion thereof. A Stock Appreciation Right granted
      pursuant to clause (ii) of the preceding sentence (A) may be granted at
      the time the related Option is granted or at any time prior to the
      exercise or cancellation of the related Option, (B) shall cover the same
      Shares covered by an Option (or such lesser number of Shares as the
      Committee may determine) and (C) shall be subject to the same terms and
      conditions as such Option except for such additional limitations as are
      contemplated by this Section 7 (or such additional limitations as may be
      included in an Award agreement).
 
                                      -5-
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      (b)   TERMS. The exercise price per Share of a Stock Appreciation Right
      shall be an amount determined by the Committee but in no event shall such
      amount be less than the greater of (i) the Fair Market Value of a Share on
      the date the Stock Appreciation Right is granted or, in the case of a
      Stock Appreciation Right granted in conjunction with an Option, or a
      portion thereof, the Option Price of the related Option and (ii) an amount
      permitted by applicable laws, rules, by-laws or policies of regulatory
      authorities or stock exchanges. Each Stock Appreciation Right granted
      independent of an Option shall entitle a Participant upon exercise to an
      amount equal to (i) the excess of (A) the Fair Market Value on the
      exercise date of one Share over (B) the exercise price per Share, times
      (ii) the number of Shares covered by the Stock Appreciation Right. Each
      Stock Appreciation Right granted in conjunction with an Option, or a
      portion thereof, shall entitle a Participant to surrender to the Company
      the unexercised Option, or any portion thereof, and to receive from the
      Company in exchange therefor an amount equal to (i) the excess of (A) the
      Fair Market Value on the exercise date of one Share over (B) the Option
      Price per Share, times (ii) the number of Shares covered by the Option, or
      portion thereof, which is surrendered. The date a notice of exercise is
      received by the Company shall be the exercise date. Payment shall be made
      in Shares or in cash, or partly in Shares and partly in cash, valued at
      such Fair Market Value, all as shall be determined by the Committee. Stock
      Appreciation Rights may be exercised from time to time upon actual receipt
      by the Company of written notice of exercise stating the number of Shares
      subject to an exercisable Option with respect to which the Stock
      Appreciation Right is being exercised. No fractional Shares will be issued
      in payment for Stock Appreciation Rights, but instead cash will be paid
      for a fraction or, if the Committee should so determine, the number of
      Shares will be rounded downward to the next whole Share.
 
      (c)   LIMITATIONS. The Committee may impose, in its discretion, such
      conditions upon the exercisability or transferability of Stock
      Appreciation Rights as it may deem fit.
 
      (d)   LIMITED STOCK APPRECIATION RIGHTS. The Committee may grant LSARs
      that are exercisable upon the occurrence of specified contingent events.
      Such LSARs may provide for a different method of determining appreciation,
      may specify that payment will be made only in cash and may provide that
      any related Awards are not exercisable while such LSARs are exercisable.
      Unless the context otherwise requires, whenever the term "Stock
      Appreciation Right" is used in the Plan, such term shall include LSARs.
 
8.    OTHER STOCK-BASED AWARDS
 
            The Committee may grant Awards of Shares, Awards of restricted
      Shares and restricted Share units, and Awards that are valued in whole or
      in part by reference to, or are otherwise based on, Shares or factors
      which influence the value of Shares, including Share purchase rights
      ("Other Stock-Based Awards"). Such Other Stock-Based Awards shall be in
      such form, and dependent on such conditions, as the Committee shall
      determine, including, without limitation, the right to receive one or more
      Shares (or the equivalent cash value of such Shares) as an outright bonus
      or upon the completion of a specified period of service, the occurrence of
      an event and/or the attainment of performance objectives. Other
      Stock-Based Awards may be granted alone or in addition to any other Awards
      granted under the Plan, but need not otherwise comply with the
      restrictions applicable under Sections 6 and 7 to Other Awards. The
      Committee shall determine to whom and when Other Stock-Based Awards will
      be made, the number of Shares to be awarded under (or otherwise related
      to) such Other Stock-Based Awards; whether such Other Stock-Based Awards
      shall be settled in cash, Shares or a combination of cash and Shares; and
      all other terms and conditions of such Awards (including, without
      limitation, the vesting provisions thereof). Cash awards, as an element of
      or supplement to any other Award under the Plan, may also be granted
      pursuant to this Section 8. In addition, the Committee is authorized to
      grant dividend equivalents to a Participant, entitling the Participant to
      receive cash, Shares, other Awards, or other property equal in value to
      dividends paid with respect to a specified number of Shares, or other
      periodic payments. Dividend equivalents may be awarded on a free-standing
      basis or in connection with another Award. The Committee may provide that
      dividend equivalents shall be paid or distributed when accrued or shall be
      deemed to have been reinvested in additional Shares, Awards, or other
      investment vehicles, subject to such restrictions on transferability and
      risks of forfeiture as the Committee may specify.
 
                                      -6-
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9.    ADJUSTMENTS UPON CERTAIN EVENTS; CHANGE IN CONTROL
 
            Notwithstanding any other provisions in the Plan to the contrary,
      the following provisions shall apply to all Awards granted under the Plan:
 
      (a)   GENERALLY. In the event of any change in the outstanding Shares
      after the Effective Date by reason of any Share dividend or split,
      reorganization, recapitalization, merger, consolidation, spin-off,
      combination or exchange of Shares or other corporate exchange, or any
      large, special, and non-recurring distribution to Stockholders, the
      Committee in its sole discretion and without liability to any person may
      make such substitution or adjustment, if any, as it deems to be equitable,
      as to (i) the number or kind of Shares or other securities issued or
      reserved for issuance pursuant to the Plan or pursuant to outstanding
      Awards, (ii) the Option Price, and/or (iii) any other affected terms of
      such Awards (including making provision for the payment of cash, other
      Awards or other property in respect of any outstanding Award). In
      addition, the Committee is authorized to make adjustments in the terms and
      conditions of, and the criteria included in, Awards in recognition of
      unusual or nonrecurring events (including, without limitation, events
      described in the preceding sentence, as well as acquisitions and
      dispositions of businesses and assets) affecting the Company, any
      subsidiary or any business unit, or the financial statements of the
      Company or any subsidiary, or in response to changes in applicable laws,
      regulations, accounting principles, tax rates and regulations or business
      conditions or in view of the Committee's assessment of the business
      strategy of the Company, any subsidiary or business unit thereof,
      performance of comparable organizations, economic and business conditions,
      personal performance of a Participant, and any other circumstances deemed
      relevant.
 
      (b)   CHANGE IN CONTROL. The Committee may, in its sole discretion and
      without liability to any person (but subject to Section 13(b)), determine
      that, in the event of a Change in Control, an Award shall be subject to
      such terms and conditions as the Committee may specify in the Award
      agreement or other agreement or document, which terms and conditions may
      include, without limitation, (i) the acceleration of an Award, (ii) the
      payment of a cash amount in exchange for the cancellation of an Award
      and/or (iii) the requiring of the issuance of substitute Awards that will
      substantially preserve the value, rights and benefits of any affected
      Awards previously granted hereunder.
 
10.   NO RIGHT TO EMPLOYMENT
 
            The granting of an Award under the Plan shall impose no obligation
      on the Company or any Subsidiary to continue the employment of a
      Participant and shall not lessen or affect the Company's or Subsidiary's
      right to terminate the employment of such Participant.
 
11.   SUCCESSORS AND ASSIGNS
 
            The Plan shall be binding on all successors and assigns of the
      Company and a Participant, including without limitation, the estate of
      such Participant and the executor, administrator or trustee of such
      estate, or any receiver or trustee in bankruptcy or representative of the
      Participant's creditors.
 
12.   NONTRANSFERABILITY OF AWARDS
 
            An Award shall not be transferable or assignable by the Participant
      otherwise than by will or by the laws of descent and distribution. During
      the lifetime of a Participant, an Award shall be exercisable only by such
      Participant. An Award exercisable after the death of a Participant may be
      exercised by the legatees, personal representatives or distributees of the
      Participant. Notwithstanding anything to the contrary herein, the
      Committee, in its sole discretion, shall have the authority to waive this
      Section 12 (or any part thereof) to the extent that this Section 12 (or
      any part thereof) is not required under the rules promulgated under any
      law, rule or regulation applicable to the Company.
 
13.   AMENDMENTS OR TERMINATION
 
      (a)   CHANGES TO THE PLAN. The Board may amend, alter or discontinue the
      Plan, except that (i) without the consent of a Participant, no amendment
      or alteration shall materially impair any of the Participant's rights
      under an Award theretofore granted to such Participant; and (ii) the
      Committee may amend or alter
 
                                      -7-
<PAGE>
 
      the Plan in such manner as it deems necessary to permit the granting of
      Awards meeting requirements of the Code or other applicable laws.
      Notwithstanding anything to the contrary herein, the Board may not amend,
      alter or discontinue the provisions relating to Section 9(b) of the Plan
      after the occurrence of a Change in Control without the consent of any
      affected Participant.
 
      (b)   CHANGES TO OUTSTANDING AWARDS. The Committee may waive any
      conditions or rights under, or amend, alter, suspend, discontinue, or
      terminate any Award theretofore granted and any Award agreement relating
      thereto, except as otherwise provided in the Plan and except that the
      Committee may not amend or alter an Award theretofore granted if such
      action would result in an Award having terms that would not have been
      authorized or permitted for a new grant or Award under the Plan; provided
      that, without the consent of an affected Participant, no such Committee
      action may materially and adversely affect the rights of such Participant
      under such Award. Other provisions of the Plan notwithstanding, if any
      right under this Plan would cause a transaction to be ineligible for
      pooling of interest accounting that would, but for the right hereunder, be
      eligible for such accounting treatment, the Committee may modify or adjust
      the right so that pooling of interest accounting shall be available,
      including the substitution of Shares having a Fair Market Value equal to
      the cash otherwise payable hereunder for the right which caused the
      transaction to be ineligible for pooling of interest accounting.
 
14.   INTERNATIONAL PARTICIPANTS
 
            With respect to Participants who reside or work outside the United
      States of America, the Committee may, in its sole discretion, amend the
      terms of the Plan or Awards with respect to such Participants in order to
      conform such terms with local laws, regulations, or customs or otherwise
      to meet the objectives of the Plan, and may, where appropriate, establish
      one or more sub-plans to reflect such amended provisions. Stock options or
      Other Stock-Based Awards are not part of normal compensation for purposes
      of calculating any severance, resignation, redundancy, end of service
      payments, bonuses, long service awards, pension or retirement benefits or
      similar payments.
 
15.   NONEXCLUSIVITY OF THE PLAN
 
            Neither the adoption of the Plan by the Board nor any submission of
      the Plan, specific Plan terms, or amendments thereto to a vote of
      stockholders of the Company shall be construed as creating any limitations
      on the power of the Board to adopt such other compensatory arrangements as
      it may deem desirable, including, without limitation, the granting of
      awards otherwise than under the Plan, and such other arrangements may be
      either applicable generally or only in specific cases.
 
16.   TAX WITHHOLDING.
 
            The Committee shall require payment of any amount it may determine
      to be necessary to withhold for statutory withholding requirements for
      federal, state, local or other taxes as a result of the exercise or
      settlement of an Award. Unless the Committee specifies otherwise, the
      Participant may elect to pay a portion or all of such withholding taxes by
      (a) delivery in Shares or (b) having Shares withheld by the Company from
      any Shares that would have otherwise been received by the Participant.
 
17.   COMPLIANCE WITH LEGAL AND OTHER REQUIREMENTS.
 
            The Company may, to the extent deemed necessary or advisable by the
      Committee, postpone the issuance or delivery of Shares or payment of other
      amounts relating to an Award until completion of such registration or
      qualification of such Shares or other required action under any federal,
      state, local or other law, rule or regulation, listing or other required
      action with respect to any stock exchange or automated quotation system
      upon which the Shares or other securities of the Company are listed or
      quoted, or compliance with any other obligation of the Company, as the
      Committee may consider appropriate, and may require any Participant to
      make such representations, furnish such information and comply with or be
      subject to such other conditions as it may consider appropriate in
      connection with the issuance or delivery of Shares or payment of other
      benefits in compliance with applicable laws, rules, and regulations,
      listing requirements, or other obligations.
 
                                      -8-
<PAGE>
 
18.   CHOICE OF LAW
 
            The Plan shall be governed by and construed in accordance with the
      laws of the State of New York.
 
19.   EFFECTIVENESS OF THE PLAN AND TERMINATION OF PLAN
 
            The Plan shall be effective as of July 25, 2000. The Plan shall
      terminate at such time as no Shares remain available for issuance
      hereunder and the Company has no remaining obligations with respect to
      outstanding Awards hereunder.
 
 
 
                                      -9-
</TEXT>
</DOCUMENT>