SELECTIVE INSURANCE GROUP, INC.
                            2005 OMNIBUS STOCK PLAN
 
1.   Purpose; Establishment.
 
The Selective Insurance Group Inc. 2005 Omnibus Stock Plan (the "Plan") is
intended to attract and retain employees and non-employee directors of the
Company, to motivate them to achieve long-term Company goals and to further
align their interests with those of the Company's stockholders. The Plan was
adopted and approved by the Board effective as of April 1, 2005, subject to
approval by the stockholders of the Company. Upon stockholder approval of the
Plan, no further grants shall be made under the Selective Insurance Stock
Option Plan III, the Selective Insurance Group, Inc. Stock Option Plan for
Directors or the Selective Insurance Group, Inc. Stock Compensation Plan for
Nonemployee Directors, as Amended (each a "Prior Plan"), but awards outstanding
under the Prior Plans as of the date of such stockholder approval (each a
"Prior Plan Award") shall continue in effect according to the terms of the
applicable Prior Plan and any applicable agreements evidencing such Prior Plan
Awards.
 
2.   Definitions.
 
As used in the Plan, the following definitions apply to the terms indicated
below:
 
     (a)  "Administrative Actions" shall have the meaning set forth in Section
          4(b) hereof.
 
     (b)  "Affiliate" means any entity if, at the time of granting of an Award
          (1) the Company, directly or indirectly, owns at least 80% of the
          combined voting power of all classes of stock of such entity or at
          least 80% of the ownership interests in such entity or (2) such
          entity, directly or indirectly, owns at least 80% of the combined
          voting power of all classes of stock of the Company.
 
     (c)  "Agreement" shall mean the written agreement between the Company and
          a Participant evidencing an Award or a notice of an Award delivered
          to a Participant by the Company in hard copy paper form,
          electronically via the Internet or through other electronic means.
 
     (d)  "Automatic Director Option" shall have the meaning set forth in
          Section 13(a) hereof.
 
     (e)  "Award" shall mean any Option, Stock Appreciation Right, Restricted
          Stock, Phantom Stock, Stock Bonus or Other Award granted pursuant to
          the terms of the Plan.
 
     (f)  "Board" shall mean the Board of Directors of the Company.
 
     (g)  "Cause" shall mean, unless otherwise defined in the Participant's
          Agreement, employment agreement, or other written agreement
          describing the Participant's terms of employment with the Company or
          its Affiliates, termination of the Participant's employment or
          service by the Company or its Affiliates if, in the reasonable
          determination of the Company or its applicable Affiliate, the
          Participant (i) engages in conduct that violates written policies of
          the Company, (ii) fails to perform the essential functions of his or
          her job (except for a failure resulting from a bona fide illness or
          incapacity), (iii) fails to carry out the Company's reasonable
          directions, issued through its Chief Executive Officer, the Board,
          other appropriate senior employee responsible for the Participant's
          business unit or area, or the Participant's supervisor, (iv) engages
          in embezzlement, misappropriation of corporate funds, any act of
          fraud, dishonesty or self-dealing, or the commission of a felony or
          any significant violation of any statutory or common law duty of
          loyalty to the Company, (v) commits an act or omission that could
          adversely and materially affect the Company's business or reputation
          or involves moral
 
 
          turpitude, or (vi) breaches a material provision of this Plan or the
          Agreement evidencing an Award.
 
     (h)  "Change in Control" shall mean the first occurrence of an event of a
          nature that would be required to be reported in response to Item 5.01
          of a Current Report on Form 8-K, as in effect on the date hereof,
          pursuant to Sections 13 or 15(d) of the Exchange Act; provided,
          however, that a Change in Control shall, in any event, conclusively
          be deemed to have occurred upon the first to occur of any one of the
          following events:
 
          (i)    The acquisition by an person or group, including, without
                 limitation, any current stockholder or stockholders of the
                 Company, of securities of the Company resulting in such person
                 or group owning, of record or beneficially, 25 percent or more
                 of any class of voting securities of the Company;
 
          (ii)   The acquisition by an person or group, including, without
                 limitation, any current stockholder or stockholders of the
                 Company, of securities of the Company resulting in such
                 persons or groups owning, of record or beneficially, 20
                 percent or more, but less than 25 percent, of any class of
                 voting securities of the Company, if the Board adopts a
                 resolution that such acquisition constitutes a Change in
                 Control;
 
          (iii)  The sale or disposition of all or substantially all of the
                 assets of the Company;
 
          (iv)   The reorganization, recapitalization, merger, consolidation or
                 other business combination involving the Company, the result
                 of which is the ownership by the stockholders of the Company
                 of less than 80 percent of those voting securities of the
                 resulting or acquired entity having the power to elect a
                 majority of the board of directors of such entity; or
 
          (v)    A change in the membership of the Board, which taken in
                 conjunction with any other prior to concurrent changes,
                 results in 20 percent or more of the membership of the Board
                 being persons not nominated by the Board as set forth in the
                 Company's then most recent proxy statement, excluding changes
                 resulting from substitutions by the Board because of
                 retirement or death of a director or directors, removal of a
                 director or directors by the Board or resignation of a
                 director or directors due to demonstrated disability oar
                 incapacity.
 
          Provided, however, that (A) for each Award subject to Section 409A of
          the Code, a Change in Control shall be deemed to have occurred under
          this Plan with respect to such Award only if a change in the
          ownership or effective control of the Company or a change in the
          ownership of a substantial portion of the assets of the Company shall
          also be deemed to have occurred under Section 409A of the Code, and
          (B) notwithstanding anything in this definition to the contrary, no
          Change in Control shall be deemed to have occurred for the purpose of
          a Participant's Award by virtue of any transaction which results in
          such Participant, or a group of persons which includes such
          Participant, acquiring, directly or indirectly, voting securities of
          the Company.
 
          For the purpose of this Section 2(g), the following definitions shall
          apply:
 
                 (I)    the terms "person" and "beneficial owner" shall have
                        the meanings set forth in Regulation 13D under the
                        Exchange Act, as such regulation exists on the date
                        hereof;
 
                 (II)   the term "voting security" shall include any security
                        that has, or may have upon an event of default or in
                        respect of any transaction, a right to vote on any
 
                        matter on which the holder of any class of common stock
                        of the Company would have a right to vote;
 
                 (III)  the term "group" shall have the meaning set forth in
                        Section 13(d) of the Exchange Act; and
 
                 (IV)   the term "substantially all of the assets of the
                        Company" shall mean more than 50 percent of the
                        Company's assets on a consolidated basis, as shown in
                        the Company's most recent audited balance sheet.
 
     (i)  "Code" shall mean the Internal Revenue Code of 1986, as amended from
          time to time, and any regulations promulgated thereunder.
 
     (j)  "Committee" shall mean the Company's Salary and Employee Benefits
          Committee, which shall consist of two or more persons appointed by
          the Board, each of whom shall qualify as an "outside director" within
          the meaning of Section 162(m) of the Code, and a "nonemployee
          director" within the meaning of Rule 16b-3.
 
     (k)  "Company" shall mean Selective Insurance Group, Inc., a New Jersey
          corporation.
 
     (l)  "Company Stock" shall mean the common stock of the Company, par value
          $2.00 per share.
 
     (m)  "Covered Employee" shall have the meaning set forth in Section 162(m)
          of the Code.
 
     (n)  "Director Compensation" shall mean the annual compensation payable to
          a Non-Employee Director for his or her service as a member of the
          Board, consisting of annual director fees, committee fees and
          committee chairperson fees.
 
     (o)  "Director Payment Date" shall have the meaning set forth in Section
          13(c)(i) hereof.
 
     (p)  "Deferred Period" shall have the meaning set forth in Section
          13(c)(iv)(E) hereof.
 
     (q)  "Effective Date" shall mean April 1, 2005.
 
     (r)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
          amended from time to time.
 
     (s)  "Fair Market Value" of the Company Stock shall be calculated as
          follows: (i) if the Company Stock is listed on a national securities
          exchange or traded on the NASDAQ National Market or the NASDAQ
          SmallCap Market and sale prices are regularly reported for the
          Company Stock, then the Fair Market Value shall be the closing
          selling price for the Company Stock reported on the applicable
          composite tape or other comparable reporting system on the applicable
          date, or if the applicable date is not a trading day, on the most
          recent trading day immediately prior to the applicable date; or (ii)
          if closing selling prices are not regularly reported for the Company
          Stock as described in clause (i) above but bid and asked prices for
          the Company Stock are regularly reported, then the Fair Market Value
          shall be the arithmetic mean between the closing or last bid and
          asked prices for the Company Stock on the applicable date or, if the
          applicable date is not a trading day, on the most recent trading day
          immediately prior to the applicable date; or (iii) if prices are not
          regularly reported for the Company Stock as described in clause (i)
          or (ii) above, then the Fair Market Value shall be such value as the
          Committee in good faith determines.
 
     (t)  "Immediate Family Member" shall have the meaning set forth in Section
          22(c) hereof.
 
     (u)  "Incentive Stock Option" shall mean an Option that qualifies as an
          "incentive stock option" within the meaning of Section 422 of the
          Code, or any successor provision, and which is designated by the
          Committee as an Incentive Stock Option.
 
     (v)  "Non-Employee Director" shall mean a member of the Board who is not
          an employee of the Company or any Subsidiary of the Company.
 
     (w)  "Nonqualified Stock Option" shall mean an Option other than an
          Incentive Stock Option.
 
     (x)  "Option" shall mean an option to purchase shares of Company Stock
          granted pursuant to Section 7 or Section 13 hereof.
 
     (y)  "Other Award" shall mean an Award granted pursuant to Section 12
          hereof.
 
     (z)  "Participant" shall mean an employee or non-employee director of the
          Company or any of its Affiliates to whom an Award is granted pursuant
          to the Plan.
 
     (aa) "Performance Goals" shall mean performance goals based on one or more
          of the following criteria: (i) return on total stockholder equity;
          (ii) earnings per share or book value per share of Company Stock;
          (iii) net income (before or after taxes); (iv) earnings before all or
          any interest, taxes, depreciation and/or amortization; (v) return on
          assets, capital or investment; (vi) market share; (vii) cost
          reduction goals; (viii) earnings from continuing operations; (ix)
          levels of expense, costs or liabilities; (x) department, division or
          business unit level performance; (xi) operating profit; (xii) sales
          or revenues; (xiii) stock price appreciation; (xiv) total stockholder
          return; (xv) growth in net premiums written; (xvi) combined ratios;
          (xvii) implementation or completion of critical projects or
          processes; (xviii) except in the case of a "Covered Employee," any
          other performance criteria established by the Committee; or (xix) any
          combination of the foregoing. Where applicable, the Performance Goals
          may be expressed in terms of attaining a specified level of the
          particular criteria or the attainment of a percentage increase or
          decrease in the particular criteria, and may be applied to one or
          more of the Company, a subsidiary or affiliate, or a division or
          strategic business unit of the Company or a combination thereof, or
          may be applied to the performance of the Company relative to a market
          index, a group of other companies or a combination thereof, all as
          determined by the Committee. The Performance Goals may be subject to
          a threshold level of performance below which no vesting will occur,
          levels of performance at which specified vesting will occur, and a
          maximum level of performance above which full vesting will occur. To
          the extent possible, each of the foregoing Performance Goals shall be
          determined, as appropriate, in accordance with generally accepted
          accounting principles or statutory accounting principles and shall be
          subject to certification by the Committee; provided that the
          Committee shall have the authority to make equitable adjustments to
          the Performance Goals in recognition of unusual or non-recurring
          events affecting the Company or any subsidiary or affiliate or the
          financial statements of the Company or any subsidiary or affiliate,
          in response to changes in applicable laws or regulations, or to
          account for items of realized and unrealized gain, loss or expense
          determined to be extraordinary or unusual in nature or infrequent in
          occurrence or related to the disposal of a segment of a business or
          related to a change in accounting principles.
 
     (bb) "Phantom Stock" shall mean an Award valued by reference to shares of
          Company Stock, granted pursuant to Section 10 hereof, which upon
          vesting provides the right to receive shares of Company Stock.
 
     (cc) "Plan" shall have the meaning set forth in Section 1 hereof.
 
     (dd) "Prior Plan" shall have the meaning set forth in Section 1 hereof.
 
     (ee) "Prior Plan Award" shall have the meaning set forth in Section 1
          hereof.
 
     (ff) "Restricted Stock" shall mean a share of Company Stock which is
          granted pursuant to the terms of Section 9 hereof and which is
          subject to restrictions as set forth in Section 9(d) hereof.
 
     (gg) "Rule 16b-3" shall mean the Rule 16b-3 promulgated under the Exchange
          Act, as amended from time to time.
 
     (hh) "Securities Act" shall mean the Securities Act of 1933, as amended
          from time to time.
 
     (ii) "Stock Appreciation Right" shall mean the right to receive, upon
          exercise of the right, the applicable amounts as described in Section
          8 hereof.
 
     (jj) "Stock Bonus" shall mean a bonus payable in shares of Company Stock
          granted pursuant to Section 11 hereof.
 
     (kk) "Subsidiary" shall mean a "subsidiary corporation" of the Company
          within the meaning of Section 424(f) of the Code.
 
3.   Stock Subject to the Plan.
 
     (a)  Shares Available for Awards. The maximum number of shares of Company
          Stock reserved for issuance under the Plan shall be 1,760,000 shares
          (subject to adjustment as provided herein), provided, however, that
          no more than 1,320,000 shares (subject to adjustment as provided
          herein) may be granted with respect to Awards other than Options or
          Stock Appreciation Rights. Such shares may be authorized but unissued
          shares of Company Stock or authorized and issued shares of Company
          Stock held in the Company's treasury. Of the maximum 1,760,000 shares
          (subject to adjustment as provided herein) that may be delivered
          under the Plan, 1,359,208 shares previously reserved under the Prior
          Plans are now available for delivery hereunder.
 
     (b)  Individual Limitation; Limitation on Certain Awards; Limitation on
          Incentive Stock Options. The maximum number of shares of Company
          Stock to which Awards relate that may be granted to any Participant
          during any calendar year shall not exceed 100,000 shares (subject to
          adjustment as provided in Section 3(c) hereof). The maximum number of
          shares of Company Stock to which Options relate that may be granted
          under the Plan shall be 1,760,000 (subject to adjustment as provided
          in Section 3(c) hereof), any or all of which may relate to Incentive
          Stock Options.
 
     (c)  Adjustment for Change in Capitalization. In the event that any
          dividend or other distribution is declared (whether in the form of
          cash, Company Stock, or other property), or there occurs any
          recapitalization, stock split, reverse stock split, reorganization,
          merger, consolidation, spin-off, combination, repurchase, share
          exchange or other similar corporate transaction or event, the
          Committee shall equitably adjust, in its sole and absolute
          discretion, (i) the number and type of shares (or other securities or
          property) with respect to which Awards may be granted, (ii) the
          number and type of shares (or other securities or property) subject
          to outstanding Awards, and (iii) the grant or exercise price with
          respect to any Award provided, that (x) in the event of a proposed
          corporate transaction, the Committee may provide for the assumption
          of outstanding Awards by the surviving or successor entity or the
          Committee may terminate all or a portion of any outstanding Award,
          effective upon the closing of the corporate transaction, if it
          determines that such termination is in the best interests of the
          Company (if the Committee decides to terminate outstanding Options or
          Stock Appreciation Rights, the Committee shall give each participant
          holding an Option or Stock Appreciation Right to be
 
 
          terminated not less than seven days' notice prior to any such
          termination, and any Option or Stock Appreciation Right that is to be
          so terminated may be exercised (if an only to the extent that it is
          then exercisable) up to, and including the date immediately preceding
          such termination); (y) in each case, with respect to Awards of
          Incentive Stock Options, no such adjustment shall be authorized to
          the extent that such adjustment would cause the Plan to violate
          Section 422(b)(1) of the Code or any successor provision thereto; and
          (z) with respect to Options and Stock Appreciation Rights, such
          adjustment shall be made in accordance with the provisions of Section
          424(h) of the Code.
 
     (d)  Reuse of Shares. Except to the extent that to do so would prevent the
          grant of Incentive Stock Options hereunder, any shares of Company
          Stock subject to an Award or a Prior Plan Award that remain unissued
          upon the cancellation, surrender, exchange or termination of such
          Award or Prior Plan Award without having been exercised or settled
          shall again become available for Awards. In addition, to the extent
          an Award or a Prior Plan Award is paid or settled in cash, the number
          of shares of Company Stock with respect to which such payment or
          settlement is made shall again be available for grants of Awards
          pursuant to the Plan.
 
4.   Administration of the Plan.
 
     (a)  General. The Plan shall be administered by the Committee. The
          Committee shall have the authority in its sole discretion, subject to
          and not inconsistent with the express provisions of the Plan, to
          administer the Plan and to exercise all the powers and authorities
          either specifically granted to it under the Plan or necessary or
          advisable in the administration of the Plan, including, without
          limitation, the authority to (except as otherwise provided in Section
          13 hereof): (i) grant Awards; (ii) determine the persons to whom and
          the time or times at which Awards shall be granted; (iii) determine
          the type and number of Awards to be granted, the number of shares of
          Company Stock or cash or other property to which an Award may relate
          and the terms, conditions, restrictions and performance criteria
          relating to any Award; (iv) determine whether, to what extent, and
          under what circumstances an Award may be settled, cancelled,
          forfeited, exchanged, or surrendered; (v) construe and interpret the
          Plan and any Award; (vi) prescribe, amend and rescind rules and
          regulations relating to the Plan; (vii) determine the terms and
          provisions of Agreements; and (viii) to make all other determinations
          deemed necessary or advisable for the administration of the Plan. The
          Committee may, in its sole and absolute discretion, without amendment
          to the Plan, (A) accelerate the date on which any Option or Stock
          Appreciation Right becomes exercisable, (B) waive or amend the
          operation of Plan provisions respecting exercise after termination of
          employment (provided that the term of an Option or Stock Appreciation
          Right may not be extended beyond ten years from the date of grant),
          (C) accelerate the vesting date, or waive any condition imposed
          hereunder, with respect to any share of Restricted Stock, Phantom
          Stock, Stock Bonus or Other Award, and (D) otherwise adjust any of
          the terms applicable to any such Award in a manner consistent with
          the terms of the Plan.
 
     (b)  Indemnification. No member of the Committee (or a delegate of the
          Committee), and no officer of the Company, shall be liable for any
          action taken or omitted to be taken by such individual or by any
          other member of the Committee or officer of the Company in connection
          with the performance of duties under this Plan, except for such
          individual's own willful misconduct or as expressly provided by law
          (the "Administrative Actions"). Further, the Committee (and all
          delegates of the Committee), in addition to such other rights of
          indemnification as they may have as members of the Board or officers
          of the Company or an Affiliate, any individual serving as a Committee
          member shall be indemnified and held harmless by the Company to the
          fullest extent allowed by law against all costs and expenses
          reasonably incurred by them in connection with any action, suit or
          proceeding to which they or any of them may be party by reason of any
          Administrative Action.
 
     (c)  Awards to Non-Employee Directors. Notwithstanding anything in the
          Plan to the contrary, the powers and authority of the Committee shall
          be exercised by the Corporate Governance and Nominating Committee in
          the case of Awards, other than Automatic Director Options, made to
          Non-Employee Directors.
 
5.   Eligibility.
 
The persons who shall be eligible to receive Awards pursuant to the Plan shall
be such employees of the Company or any of its Affiliates (including officers
of the Company or any of its Affiliates, whether or not they are directors of
the Company or any of its Affiliates) and non-employee directors of the Company
or any of its Affiliates, in each case as the Committee (or, as described in
Section 4(c) hereof, the Board) shall select from time to time. The grant of an
Award hereunder to any employee or non-employee director shall impose no
obligation on the Company or any of its Affiliates to continue the employment
or service of a Participant and shall not lessen or affect the Company's or
such Affiliate's right to terminate the employment or service of such
Participant. No Participant or other person shall have any claim to be granted
any Award, and there is no obligation for uniformity of treatment of
Participants, or holders or beneficiaries of Awards, or of multiple Awards
granted to a Participant. The terms and conditions of Awards and the
Committee's determinations and interpretations with respect thereto need not be
the same with respect to each Participant (whether or not such Participants are
similarly situated). Notwithstanding any provision of the Plan, no such Award
may be granted if it would fail to comply with the requirements set forth in
Section 409A of the Code and any regulations or guidance promulgated
thereunder.
 
6.   Awards Under the Plan; Agreement.
 
The Committee may grant Options, Stock Appreciation Rights, Restricted Stock,
Phantom Stock, Stock Bonuses and Other Awards in such amounts and with such
terms and conditions as the Committee shall determine, subject to the
provisions of the Plan. Each Award granted under the Plan (except unconditional
Stock Bonuses and the cash component of Director Compensation) shall be
evidenced by an Agreement which shall contain such provisions as the Committee
may in its sole discretion deem necessary or desirable and which are not in
conflict with the terms of the Plan. By accepting an Award, a Participant shall
be deemed to agree that the Award shall be subject to all of the terms and
provisions of the Plan and the applicable Agreement.
 
7.   Options.
 
The following provisions govern Options other than Automatic Director Options
(except that such provisions shall apply to Automatic Director Options to the
extent provided in Section 13 hereof).
 
     (a)  Identification of Options. Each Option shall be clearly identified in
          the applicable Agreement as either an Incentive Stock Option or a
          Nonqualified Stock Option. All Options shall be non-transferable,
          except by will or the laws of descent and distribution or except as
          otherwise determined by the Committee as provided by Section 22(c)
          hereof with respect to a Nonqualified Stock Option.
 
     (b)  Exercise Price. Each Agreement with respect to an Option shall set
          forth the amount per share (the "option exercise price") payable by
          the Participant to the Company upon exercise of the Option; provided,
          however, in no event shall the option exercise price be less than the
          Fair Market Value of a share of Company Stock as of the date of grant
          of such Option.
 
     (c)  Term and Exercise of Options.
 
          (i)    Each Option shall become exercisable at the time determined by
                 the Committee and set forth in the applicable Agreement. At
                 the time of grant of an Option, the Committee may impose such
                 restrictions or conditions to the exercisability of
 
 
                 the Option as it, in its absolute discretion, deems
                 appropriate, including, but not limited to, achievement of one
                 or more Performance Goals. Subject to Section 7(d) hereof, the
                 Committee shall determine the expiration date of each Option,
                 which shall be no later than the tenth anniversary of the date
                 of grant of the Option.
 
          (ii)   An Option shall be exercised by delivering the form of notice
                 of exercise provided by the Company. Payment for shares of
                 Company Stock purchased upon the exercise of an Option shall
                 be made on the effective date of such exercise by one or a
                 combination of the following means: (A) in cash or by personal
                 check, certified check, bank cashier's check or wire transfer;
                 (B) in shares of Company Stock owned by the Participant for at
                 least six months prior to the date of exercise; (C) by broker
                 assisted cashless exercise; or (D) by any such other methods
                 (including broker assisted cashless exercise) as the Committee
                 may from time to time authorize provided, however, that in the
                 case of a Participant who is subject to Section 16 of the
                 Exchange Act, the method of making such payment shall be in
                 compliance with applicable law. Any payment in shares of
                 Company Stock shall be effected by the delivery of such shares
                 to, and in a form approved by, the Secretary of the Company or
                 his or her designee (including by way of electronic delivery),
                 accompanied by any other documents and evidences as the
                 Secretary of the Company or his or her designee shall require.
 
          (iii)  Shares of Company Stock purchased upon the exercise of an
                 Option shall be issued in the name of or for the account of
                 the Participant or other person entitled to receive such
                 shares and delivered to the Participant or such other person,
                 in book entry form (unless otherwise determined by the
                 Committee or unless certificates representing the shares are
                 requested by the Participant), as soon as practicable
                 following the effective date on which the Option is exercised.
 
     (d)  Provisions Relating to Incentive Stock Options. Incentive Stock
          Options may only be granted to employees of the Company and its
          Affiliates, in accordance with the provisions of Section 422 of the
          Code. The option exercise price for each Incentive Stock Options
          shall be equal to or greater than the Fair Market Value of a share of
          Company Stock on the date of grant. To the extent that the aggregate
          Fair Market Value of shares of Company Stock with respect to which
          Incentive Stock Options are exercisable for the first time by a
          Participant during any calendar year under the Plan and any other
          stock option plan of the Company or a Subsidiary shall exceed
          $100,000, such Options shall be treated as Nonqualified Stock
          Options. For purposes of this Section 7(d), Fair Market Value shall
          be determined as of the date on which each such Incentive Stock
          Option is granted. No Incentive Stock Option may be granted to an
          individual if, at the time of the proposed grant, such individual
          owns (or is deemed to own under the Code) stock possessing more than
          ten percent of the total combined voting power of all classes of
          stock of the Company unless (A) the exercise price of such Incentive
          Stock Option is at least 110% of the Fair Market Value of a share of
          Company Stock at the time such Incentive Stock Option is granted and
          (B) such Incentive Stock Option is not exercisable after the
          expiration of five years from the date such Incentive Stock Option is
          granted.
 
     (e)  Effect of Termination of Employment (or Provision of Services).
          Unless otherwise provided by the Committee, in the event that the
          employment of a Participant with the Company (or the Participant's
          service to the Company) shall terminate for any reason other than
          Cause, death or disability, (i) each Option granted to such
          Participant, to the extent that it is exercisable at the time of such
          termination, shall remain exercisable for (x) in the case of
          Incentive Stock Options, the 90 day period following such
          termination,
 
          but in no event following the expiration of its term, and (y) in the
          case of Nonqualified Stock Options, the one year period following
          such termination, but in no event following the expiration of its
          term, and (ii) each Option that remains unexercisable as of the date
          of such a termination shall be terminated at the time of such
          termination. Unless otherwise provided by the Committee, in the event
          that the employment of a Participant with the Company (or the
          Participant's service to the Company) shall terminate on account of
          the death or disability of the Participant, except as otherwise
          determined by the Committee, all Options held by the Participant
          immediately prior to the Participant's death or disability, as the
          case may be, to the extent then exercisable, may be exercised by the
          Participant or by the Participant's legal representative, executor,
          administrator or transferree by will or the laws of descent and
          distribution, at any time within the one year period ending on the
          first anniversary of the Participant's death or disability, and shall
          thereupon terminate. In no event, however, shall an Option remain
          exerisable following the expiration of its term. In the event that
          the employment of a Participant with the Company (or the
          Participant's service to the Company) shall terminate on account of
          Cause, each Option that is outstanding as of the date of such
          termination, whether or not then exercisable, shall be terminated at
          the time of such termination.
 
8.   Stock Appreciation Rights.
 
     (a)  General. A Stock Appreciation Right may be granted in connection with
          an Option, either at the time of grant or, with respect to a
          Nonqualified Stock Option, at any time thereafter during the term of
          the Option, or may be granted unrelated to an Option. At the time of
          grant of a Stock Appreciation Right, the Committee may impose such
          restrictions or conditions to the exercisability of the Stock
          Appreciation Right as it, in its absolute discretion, deems
          appropriate, including, but not limited to, achievement of
          performance goals based on one or more Performance Goals. The term of
          a Stock Appreciation Right granted without relationship to an Option
          shall not exceed ten years from the date of grant.
 
     (b)  Surrender of Option. A Stock Appreciation Right related to an Option
          shall require the holder, upon exercise, to surrender such Option
          with respect to the number of shares as to which such Stock
          Appreciation Right is exercised, in order to receive payment of any
          amount computed pursuant to Section 8(d). Such Option will, to the
          extent surrendered, then cease to be exercisable.
 
     (c)  Timing and Transferability. Subject to Section 8(h) and to such rules
          and restrictions as the Committee may impose, a Stock Appreciation
          Right granted in connection with an Option will be exercisable at
          such time or times, and only to the extent that a related Option is
          exercisable, and will not be transferable except to the extent that
          such related Option may be transferable.
 
     (d)  Exercise of Stock Appreciation Rights Related to Options. Upon the
          exercise of a Stock Appreciation Right related to an Option, the
          holder will be entitled to receive payment of an amount determined by
          multiplying:
 
          (i)    the excess of the Fair Market Value of a share of Company
                 Stock on the date of exercise of such Stock Appreciation Right
                 over the option exercise price specified in the related
                 Option, by
 
          (ii)   the number of shares as to which such Stock Appreciation Right
                 is exercised.
 
          The payment upon exercise of a Stock Appreciation Right granted with
          a relationship to an Option shall be in shares of Company Stock
          which have an aggregate Fair Market Value (as of the date of
          exercise of the Stock Appreciation Right) equal to the amount of the
          payment as set forth in such Agreement.
 
     (e)  Exercise of Stock Appreciation Rights Not Related to Options. A Stock
          Appreciation Right granted without relationship to an Option will
          entitle the holder, upon exercise of the Stock Appreciation Right, to
          receive payment of an amount determined by multiplying:
 
          (i)    the excess of (A) the Fair Market Value of a share of Company
                 Stock on the date of exercise of such Stock Appreciation Right
                 over (B) the greater of the Fair Market Value of a share of
                 Company Stock on the date the Stock Appreciation Right was
                 granted or such greater amount as may be set forth in the
                 applicable Agreement, by
 
          (ii)   the number of shares as to which such Stock Appreciation Right
                 is exercised.
 
          The payment upon exercise of a Stock Appreciation Right granted
          without a relationship to an Option shall be in shares of Company
          Stock which have an aggregate Fair Market Value (as of the date of
          exercise of the Stock Appreciation Right) equal to the amount of the
          payment as set forth in such Agreement.
 
     (f)  Limitations on Amounts Payable. Notwithstanding subsections (d) and
          (e) above, the Committee may place a limitation on the amount payable
          upon exercise of a Stock Appreciation Right. Any such limitation must
          be determined as of the date of grant and noted in the applicable
          Agreement.
 
     (g)  Effect of Termination of Employment (or Provision of Services).
          Unless otherwise provided by the Committee, in the event that the
          employment of a Participant with the Company (or the Participant's
          service to the Company) shall terminate for any reason other than
          Cause, death or disability, (i) each Stock Appreciation Right granted
          to such Participant, to the extent that it is exercisable at the time
          of such termination, shall remain exercisable for the one year period
          following such termination, but in no event following the expiration
          of its term, and (ii) each Stock Appreciation Right that remains
          unexercisable as of the date of such a termination shall be
          terminated at the time of such termination. In the event that the
          employment of a Participant with the Company (or the Participant's
          service to the Company) shall terminate on account of the death or
          disability of the Participant, except as otherwise determined by the
          Committee, all Stock Appreciation Rights held by the Participant
          immediately prior to the Participant's death or disability, as the
          case may be, to the extent then exercisable, may be exercised by the
          Participant or by the Participant's legal representative, executor,
          administrator or transferree by will or the laws of descent and
          distribution, at any time within the one year period ending on the
          first anniversary of the Participant's death or disability, and shall
          thereupon terminate. In no event, however, shall a Stock Appreciation
          Right remain exerisable following the expiration of its term. In the
          event that the employment of a Participant with the Company (or the
          Participant's service to the Company) shall terminate on account of
          Cause, each Stock Appreciation Right that is outstanding as of the
          date of such termination, whether or not then exercisable, shall be
          terminated at the time of such termination.
 
9.   Restricted Stock.
 
     (a)  Price. At the time of the grant of shares of Restricted Stock, the
          Committee shall determine the price, if any, to be paid by the
          Participant for each share of Restricted Stock subject to the Award.
 
     (b)  Vesting Date. At the time of the grant of shares of Restricted Stock,
          the Committee shall establish a vesting date or vesting dates with
          respect to such shares. The Committee may divide such shares into
          classes and assign a different vesting date for each class. Provided
          that all conditions to the vesting of a share of Restricted Stock are
          satisfied, 
 
          subject to Section 9(h), upon the occurrence of the vesting date with
          respect to a share of Restricted Stock, such share shall vest and the
          restrictions of Section 9(d) shall lapse.
 
     (c)  Conditions to Vesting. At the time of the grant of shares of
          Restricted Stock, the Committee may impose such restrictions or
          conditions to the vesting of such shares as it, in its absolute
          discretion, deems appropriate, including, but not limited to,
          achievement of performance goals based on one or more Performance
          Goals. The Committee may also provide that the vesting or forfeiture
          of shares of Restricted Stock may be based upon the achievement of,
          or failure to achieve, certain levels of performance and may provide
          for partial vesting of Restricted Stock in the event that the maximum
          level of performance is not met if the minimum level of performance
          has been equaled or exceeded.
 
     (d)  Restrictions on Transfer Prior to Vesting. Prior to the vesting of a
          share of Restricted Stock, such Restricted Stock may not be
          transferred, assigned or otherwise disposed of, and no transfer of a
          Participant's rights with respect to such Restricted Stock, whether
          voluntary or involuntary, by operation of law or otherwise, shall be
          permitted. Immediately upon any attempt to transfer such rights, such
          shares, and all of the rights related thereto, shall be forfeited by
          the Participant.
 
     (e)  Voting Rights; Dividends on Restricted Stock. Unless the Committee
          determines otherwise, a Participant who has been awarded shares of
          Restricted Stock shall be entitled to vote such shares. The Company
          shall pay to each Participant, in cash, any dividends paid on
          Restricted Stock awarded to such Participant. Such payment shall be
          made on the date that such dividend would be paid to the Company's
          shareholders, generally.
 
     (f)  Issuance of Certificates. Unless otherwise determined by the
          Committee, or requested by the Participant, the shares of Company
          Stock underlying Restricted Stock awards shall be registered by the
          Company in book entry form. The Committee may, upon such terms and
          conditions as it determines, provide that (i) a certificate or
          certificates representing the shares underlying a Restricted Stock
          award shall be registered in the Participant's name and bear an
          appropriate legend specifying that such shares are not transferable
          and are subject to the provisions of the Plan and the restrictions,
          terms and conditions set forth in the applicable Agreement, and (ii)
          such certificate or certificates shall be held in escrow by the
          Company on behalf of the Participant until such shares become vested
          or are forfeited.
 
     (g)  Consequences of Vesting. Upon the vesting of a share of Restricted
          Stock pursuant to the terms hereof, the restrictions of Section 9(d)
          shall lapse with respect to such share. Following the date on which a
          share of Restricted Stock vests, the Company shall cause to be
          delivered to the Participant to whom such shares were granted, via
          book entry unless otherwise determined by the Committee or requested
          by the Participant, a certificate evidencing such shares, which may
          bear a restrictive legend, if the Committee determines such a legend
          to be appropriate.
 
     (h)  Effect of Termination of Employment (or Provision of Services).
          Unless otherwise provided by the Committee, upon the termination of a
          Participant's employment (or upon cessation of such Participant's
          service to the Company) for any reason other than death, disability
          or Retirement (as defined in the Participant's Agreement), any and
          all shares to which restrictions on transferability apply shall be
          immediately forfeited by the Participant and transferred to, and
          reacquired by, the Company. In the event of a forfeiture of shares
          pursuant to this Section 9(h), the Company shall repay to the
          Participant (or the Participant's estate) any amount paid by the
          Participant for such shares. In the event that the Company requires a
          return of shares, it shall also have the right to require the return
          of all dividends paid on such shares, whether by termination of any
          escrow arrangement under which such dividends are held or otherwise.
          In the event that the employment of a Participant with the Company
          (or the Participant's service to the
          Company) shall terminate on account of the death, disability or,
          Retirement (as defined in the Participant's Agreement) of the
          Participant, all shares of Company Stock formerly to subject to
          restrictions on transferability shall no longer be subject to such
          restrictions and shall be delivered to the Participant or his
          executor, administrator, personal representative, heirs or
          beneficiaries, as the case may be, as provided in Section 9(g)
          hereof.
 
10.  Phantom Stock.
 
     (a)  Vesting Date. At the time of the grant of shares of Phantom Stock,
          the Committee shall establish a vesting date or vesting dates with
          respect to such shares. The Committee may divide such shares into
          classes and assign a different vesting date for each class. Provided
          that all conditions to the vesting of a share of Phantom Stock
          imposed pursuant to Section 10(c) are satisfied, and subject to
          Section 10(d), upon the occurrence of the vesting date with respect
          to a share of Phantom Stock, such share shall vest.
 
     (b)  Benefit Upon Vesting. Upon the vesting of a share of Phantom Stock,
          the Participant shall be paid, within 30 days of the date on which
          such share vests, a share of Company Stock, plus an amount in cash
          equal to the aggregate cash dividends paid with respect to a share of
          Company Stock during the period commencing on the date on which the
          share of Phantom Stock was granted and terminating on the date on
          which such share vests.
 
     (c)  Conditions to Vesting. At the time of the grant of shares of Phantom
          Stock, the Committee may impose such restrictions or conditions to
          the vesting of such shares as it, in its absolute discretion, deems
          appropriate, including, but not limited to, achievement of
          performance goals based on one or more Performance Goals.
 
     (d)  Effect of Termination of Employment (or Provision of Services). All
          shares of Phantom Stock held by a Participant which are not vested
          upon the termination of such Participant's employment (or upon
          cessation of such Participant's services to the Company) shall be
          forfeited to the Company unless otherwise provided by the Committee
          as set forth in the Agreement evidencing the grant of such Phantom
          Stock.
 
11.  Stock Bonuses.
 
In the event that the Committee grants a Stock Bonus, a certificate for the
shares of Company Stock constituting such Stock Bonus shall be issued in the
name of the Participant to whom such grant was made and delivered to such
Participant, via book entry unless otherwise determined by the Committee or
requested by the Participant, as soon as practicable after the date on which
such Stock Bonus is payable.
 
12.  Other Awards.
 
Other forms of Awards ("Other Awards") valued in whole or in part by reference
to, or otherwise based on, Company Stock may be granted either alone or in
addition to other Awards under the Plan. Subject to the provisions of the Plan,
the Committee shall have sole and complete authority to determine the persons
to whom and the time or times at which such Other Awards shall be granted, the
number of shares of Company Stock to be granted pursuant to such Other Awards,
or the conditions to the vesting and/or payment of such Other Awards (which may
include, but not be limited to, achievement of performance goals based on one
or more Performance Goals) and all other terms and conditions of such Other
Awards, provided, however, that to the extent the Committee determines that an
Other Award is subject to Section 409A of the Code, the terms and conditions of
such Other Award must comply with the applicable provisions of such section.
 
 
13.  Automatic Director Options and Director Compensation
 
     (a)  Automatic Director Options. A Nonqualified Stock Option to purchase
          three thousand (3,000) shares of Company Stock (an "Automatic
          Director Option") shall be granted automatically to each Non-Employee
          Director on March 1 or, if March 1 is not a business day, on the next
          succeeding business day of each year, during the duration of the
          Plan.
 
          (i)    Each Automatic Director Option shall become exercisable on the
                 first anniversary of the date upon which it was granted;
                 provided, however, that, unless otherwise determined by the
                 Committee, any outstanding Automatic Director Option that is
                 not yet exercisable shall become exercisable in full upon the
                 date that the Non-Employee Director who is a holder of such
                 Automatic Director Option ceases to be a member of the Board
                 for any reason other than Cause (and in the event that such
                 cessation is due to the Non-Employee Director's death or
                 disability may be exercised, in whole or in part, by his or
                 her executor, administrator, guardian or legal representative,
                 in accordance with the terms of the Agreement with respect to
                 such Automatic Director Option), and will remain exercisable
                 as set forth in the Agreement evidencing such Automatic
                 Director Option; provided that no Automatic Director Option
                 shall be exercisable after the expiration of ten (10) years
                 from the date upon which such Automatic Director Option was
                 granted.
 
          (ii)   In the event a Non-Employee Director who is a holder of an
                 Automatic Director Option ceases to be a member of the Board
                 by reason of Cause, each Automatic Director Option that is
                 outstanding as of the date of such cessation, whether or not
                 then exercisable, shall be terminated at the time of such
                 cessation.
 
          (iii)  The per share option exercise price payable by the holder of
                 an Automatic Director Option to the Company upon exercise of
                 the Automatic Director Option shall be equal to the Fair
                 Market Value of a share of Company Stock on the date of grant
                 of such Automatic Director Option.
 
          (iv)   Each Automatic Director Option shall be exercised in
                 accordance with Section 7(c)(ii) of the Plan.
 
     (b)  Director Compensation.
 
          (i)    Director Compensation shall be paid in (i) shares of Company
                 Stock or (ii) in cash and shares of Company Stock, at the
                 election of the Non-Employee Director, provided that not more
                 than fifty percent (50%) of the Director Compensation shall be
                 paid in cash. Each Non-Employee Director may elect on or
                 before December 20 of each year to receive in cash up to fifty
                 percent (50%) of his or her Director Compensation payable
                 during the next succeeding calendar year. The elections made
                 pursuant to this Section 13(b) shall be irrevocable for the
                 calendar year for which the election is made and shall apply
                 to each calendar year thereafter until the Non-Employee
                 Director, on or before December 20 of the immediately
                 preceding calendar year, makes a different election for the
                 next succeeding calendar year, which election shall remain
                 continue in effect until a different election is made in the
                 manner provided in the Plan. The number of shares of Company
                 Stock to be issued to each Non-Employee Director pursuant to
                 this Section 13(b)(i) shall be determined on January 1, April
                 1, July 1 and October 1 of each year (each, a "Director
                 Payment Date"), or the next succeeding business day if a
                 Director Payment Date is not a business day. On each Director
                 Payment Date, each Non-Employee Director shall become entitled
                 to receive the number of shares of Company Stock determined by
                 dividing one-fourth of the amount of the Director's Director
                 Compensation to be paid in Company Stock by the Fair Market
                 Value of a share of Company Stock on the Director Payment
                 Date. Any fractional shares resulting from such calculation
                 shall be rounded up to the nearest whole number of shares and
                 shall be issued on the applicable Director Payment Date.
 
          (ii)   Any person who becomes a Non-Employee Director after a
                 Director Payment Date and before the next succeeding Director
                 Payment Date in any year, whether by appointment or election
                 as a member of the Board or by ceasing to be an employee of
                 the Company or a Subsidiary of the Company, shall receive a
                 pro rata amount of Director Compensation payable under Section
                 13(b)(i) until the next Director Payment Date. Such pro rata
                 amount of Director Compensation shall be determined by
                 multiplying the amount of such Non-Employee Director's
                 Director Compensation by a fraction, the numerator of which
                 shall be the number of days remaining from the date of
                 election or appointment until the next succeeding Director
                 Payment Date, and the denominator of which shall be 365.
                 Within 30 days of becoming a Non-Employee Director, such
                 person may effect an election under Section 13(b)(i) for the
                 remainder of the calendar year in which he or she became a
                 Non-Employee Director.
 
          (iii)  No certificate for shares of Company Stock will be issued to a
                 Director unless the Non-Employee Director requests such
                 issuance in writing to the Company. Shares of Company Stock
                 issuable to a Non-Employee Director will be credited to such
                 Non-Employee Director's account until receipt of such written
                 request for all or part of such shares. The number of shares
                 of Company Stock issuable on each Director Payment Date and
                 the cumulative number of shares credited to an account under
                 the Plan will be shown on a statement of account furnished to
                 each Non-Employee Director after each Director Payment Date.
                 Except as otherwise provided in Section 13(b)(iv), upon a
                 Non-Employee Director's written request to the Company, a
                 certificate for all or any portion of the whole shares of
                 Company Stock credited to such Non-Employee Director's account
                 will be issued to such Non-Employee Director.
 
          (iv)   Deferral of Receipt of Director Compensation.
 
                 (A)    A Non-Employee Director may irrevocably elect, on or
                        before December 20 of the year prior to which Director
                        Compensation will be earned, to defer the issuance and
                        receipt of shares of Company Stock and cash (if any)
                        issuable under the Plan in respect of such Director
                        Compensation. Any such election shall be irrevocable
                        for the calendar year for which the election is made
                        and shall apply to each calendar year thereafter unless
                        the Non-Employee Director, on or before December 20 of
                        the immediately preceding calendar year, makes a
                        different election for the next succeeding calendar
                        year, which election shall continue in effect until a
                        different election is made in the manner provided in
                        the Plan. The Non-Employee Director may, as previously
                        described in this Section 13(b)(iv)(A), elect to defer
                        such issuance of shares of Company Stock and cash (if
                        any) until (I) a specified date or dates in the future,
                        (II) the attainment of age 70 or (III) termination of
                        services as a Non-Employee Director.
 
                 (B)    In the event of a Change of Control, notwithstanding
                        any Non-Employee Director's election, and if such
                        Change of Control results in the termination of a
                        Non-Employee Director's service as a member of the
                        Board, all shares of Company Stock and cash (if any)
                        deferred
 
                        under the Plan shall be issued on the first day of the
                        month following such termination of such Non-Employee
                        Director's service.
 
                 (C)    A deferred compensation account shall be established
                        for each Non-Employee Director who elects to defer the
                        receipt of shares of Company Stock and cash under the
                        Plan, and all shares and cash so deferred shall be
                        credited to such Non-Employee Director's deferred
                        compensation account.
 
                 (D)    An election pursuant to this Section 13(b)(iv) covering
                        an amount previously deferred may be modified by a
                        Non-Employee Director by written notice to the Company
                        received not later than one (1) year prior to the first
                        date for which such revocation or modification is to
                        apply, provided that the change must defer the time
                        that payment begins to a date at least five (5) years
                        after the previous starting date, and must otherwise
                        comply with the provisions of Section 409A of the Code.
 
                 (E)    In the event that cash dividends on the shares of
                        Company Stock, the issuances of which are deferred
                        hereunder, are declared and paid during the period
                        commencing on the date such shares would have been
                        issued but for such deferral and terminating on the
                        date of issuance of such shares of Company Stock (the
                        "Deferred Period"), an amount equal to the amount of
                        such dividends shall be credited to such Non-Employee
                        Director's deferred compensation account as and when
                        such dividends are paid by the Company as if such
                        shares of Company Stock had been issued and outstanding
                        during the Deferred Period. The cash portion of such
                        account, including Director Compensation paid in cash,
                        shall be credited with interest on December 31 of each
                        year (if on such date there is a balance in the
                        account) equal to the amount of interest, if any, which
                        would have been earned on the average cash balance in a
                        Non-Employee Director's account for the year at an
                        annual rate of interest equal to the average two-year
                        United States Treasury Bill rate for the year. If
                        amounts credited to a Non-Employee Director's account
                        are distributed prior to any such December 31, interest
                        on such distributed amounts shall be credited to such
                        account calculated at an annual rate equal to the
                        average two-year United States Treasury Bill rate from
                        the beginning of the year to the date of the
                        distribution. The Company shall pay the Non-Employee
                        Director on the date such Non-Employee Director's
                        deferred shares of Company Stock are actually issued an
                        amount in cash equal to the amount of cash dividends
                        paid on shares of Company Stock, on a cumulative basis,
                        and interest, if any, credited to such Non-Employee
                        Director's account.
 
                 (F)    At the time of making an initial deferral election
                        pursuant to this Section 13(b)(iv) with respect to
                        Director Compensation to be earned in the following
                        calendar year, a Non-Employee Director may elect to
                        receive shares of Company Stock and cash, the issuance
                        of which is deferred hereunder, and any cash dividends
                        on shares of Company Stock, the issuance of which is
                        deferred hereunder, in either (i) a lump sum or (ii)
                        subject to Section 13(b)(iv)(B), up to five equal (or
                        as nearly equal as possible) installments, provided,
                        that the dates for such payments are determined in
                        accordance with Section 13(b)(iv)(A).
 
                 (G)    The right to receive the shares of Company Stock and
                        cash deferred hereunder, amounts of cash dividends, and
                        interest thereon, if any,
 
 
                        described in this Section 13(b)(iv) shall not be
                        transferable, except by will or the laws of descent and
                        distribution.
 
                 (H)    Nothing contained herein shall be deemed to create a
                        trust of any kind or create any fiduciary relationship.
                        Funds payable in respect of cash, dividends on shares
                        of Company Stock, and interests thereon, if any, under
                        this Section 13(b)(iv) shall continue for all purposes
                        to be a part of the general funds of the Company and
                        shall not be specifically set aside or otherwise
                        segregated. The obligation of the Company to issue and
                        deliver shares of Company Stock under this Section
                        13(b)(iv) shall be a general contractual obligation of
                        the Company. To the extent that a Non-Employee Director
                        acquires a right to receive payments from the Company
                        and shares of Company Stock from the Company under the
                        Plan, such rights shall be no greater than the rights
                        of any unsecured general creditor of the Company and
                        such rights shall be an unsecured claim against the
                        general assets of the Company.
 
                 (I)    A statement will be furnished to each Non-Employee
                        Director on or about March 1 of each year stating the
                        number of shares of Company Stock and the cash balance
                        credited to such Non-Employee Director's deferred
                        compensation account as of the preceding December 31.
 
14.  Special Provisions Regarding Certain Awards.
 
The Committee may make Awards hereunder to Covered Employees (or to individuals
whom the Committee believes may become Covered Employees) that are intended to
qualify as performance-based compensation under Section 162(m) of the Code. The
exercisability and/or payment of such Awards may be subject to the achievement
of one or more Performance Goals and to certification of such achievement in
writing by the Committee. Such Performance Goals shall be established in
writing by the Committee not later than the time period prescribed under
Section 162(m) and the regulations thereunder. All provisions of such Awards
which are intended to qualify as performance-based compensation shall be
construed in a manner to so comply.
 
15.  Change in Control.
 
Notwithstanding any other provisions of the Plan, if a Change of Control
occurs, then:
 
     (a)  the Participant's Restricted Stock that was forfeitable shall
          thereupon become nonforfeitable;
 
     (b)  any unexercised Option or Stock Appreciation Right, whether or not
          exercisable on the date of such Change of Control, shall thereupon be
          fully exercisable and may be exercised, in whole or in part; and
 
     (c)  any other Award granted pursuant to the Plan, to the extent not
          previously vested, shall thereupon become fully vested.
 
16.  Rights as a Stockholder.
 
Except as specifically provided by the Plan or an Agreement, no person shall
have any rights as a stockholder with respect to any shares of Company Stock
covered by or relating to any Award until the date of issuance of a stock
certificate with respect to such shares. Except for adjustments provided in
Section 3(c) or as otherwise specifically provided by the Plan or an Agreement,
no adjustment to any Award shall be made for dividends or other rights for
which the record date occurs prior to the date such stock certificate is
issued.
 
17.  No Employment Rights; No Right to Award.
 
Nothing contained in the Plan or any Agreement shall confer upon any
Participant any right with respect to the continuation of employment by or
provision of services to the Company or interfere in any way with the right of
the Company, subject to the terms of any separate agreement to the contrary, at
any time to terminate such employment or service or to increase or decrease the
compensation of the Participant. No person shall have any claim or right to
receive an Award hereunder. The Committee's granting of an Award to a
Participant at any time shall neither require the Committee to grant any other
Award to such Participant or other person at any time nor preclude the
Committee from making subsequent grants to such Participant or any other
person.
 
18.  Securities Matters.
 
     (a)  Notwithstanding anything herein to the contrary, the Company shall
          not be obligated to cause to be issued or delivered any certificates
          evidencing shares of Company Stock pursuant to the Plan unless and
          until the Company is advised by its counsel (which may be the
          Company's in-house counsel) that the issuance and delivery of such
          certificates is in compliance with all applicable laws, regulations
          of governmental authority and the requirements of any securities
          exchange on which shares of Company Stock are traded. The Committee
          may require, as a condition of the issuance and delivery of
          certificates evidencing shares of Company Stock pursuant to the terms
          hereof, that the recipient of such shares make such agreements and
          representations, and that such certificates bear such legends, as the
          Committee, in its sole discretion, deems necessary or advisable.
 
     (b)  The transfer of any shares of Company Stock hereunder shall be
          effective only at such time as counsel to the Company (which may be
          the Company's in-house counsel) shall have determined that the
          issuance and delivery of such shares is in compliance with all
          applicable laws, regulations of governmental authority and the
          requirements of any securities exchange on which shares of Company
          Stock are traded. The Committee may, in its sole discretion, defer
          the effectiveness of any transfer of shares of Company Stock
          hereunder in order to allow the issuance of such shares to be made
          pursuant to registration or an exemption from registration or other
          methods for compliance available under federal or state securities
          laws. The Committee shall inform the Participant in writing of its
          decision to defer the effectiveness of a transfer. During the period
          of such deferral in connection with the exercise of an Option, the
          Participant may, by written notice, withdraw such exercise and obtain
          the refund of any amount paid with respect thereto.
 
19.  Withholding Taxes.
 
Whenever cash is to be paid pursuant to an Award, the Company shall have the
right to deduct therefrom an amount sufficient to satisfy any federal, state
and local withholding tax requirements related thereto. Whenever shares of
Company Stock are to be delivered pursuant to an Award, the Company shall have
the right to require the Participant to remit to the Company in cash an amount
sufficient to satisfy any federal, state and local withholding tax requirements
related thereto. With the approval of the Committee, a Participant may satisfy
the foregoing requirement by electing to have the Company withhold from
delivery shares of Company Stock having a value equal to the amount of tax
required to be withheld, as determined by the Committee. Such shares shall be
valued at their Fair Market Value on the date of which the amount of tax to be
withheld is determined. Fractional share amounts shall be settled in cash. Such
a withholding election may be made with respect to all or any portion of the
shares to be delivered pursuant to an Award.
 
20.  Notification of Election Under Section 83(b) of the Code.
 
If any Participant shall, in connection with the acquisition of shares of
Company Stock under the Plan, make the election permitted under Section 83(b)
of the Code, such Participant shall notify the Company of such election within
10 days of filing notice of the election with the Internal Revenue Service.
 
21.  Amendment or Termination of the Plan.
 
The Board may, at any time, suspend or terminate the Plan or revise or amend it
in any respect whatsoever; provided, however, that stockholder approval shall
be required for any such amendment if and to the extent such approval is
required in order to comply with applicable law (including, but not limited to,
the incentive stock options regulations and any amendments thereto) or stock
exchange listing requirement. Nothing herein shall restrict the Committee's
ability to exercise its discretionary authority pursuant to Sections 3 and 4,
which discretion may be exercised without amendment to the Plan. No action
hereunder may, without the consent of a Participant, reduce the Participant's
rights under any outstanding Award. In addition, the Board shall not, without
the prior approval of the Company's stockholders, amend any Award outstanding
under the Plan to reduce the exercise price of such Award (other than equitable
adjustments made in accordance with Section 3(c) hereof); nor shall the Board,
without the prior approval of the Company's stockholders, cancel any Award
outstanding under the Plan and then subsequently regrant to the Participant the
same Award with a lower exercise price.
 
22.  Nontransferability of Awards.
 
     (a)  Except as provided below, each Award, and each right under any Award,
          shall be exercisable only by the Participant during the Participant's
          lifetime, or, if permissible under applicable law, by the
          Participant's guardian or legal representative.
 
     (b)  Except as provided below, no Award, and no right under any Award, may
          be assigned, alienated, pledged, attached, sold or otherwise
          transferred or encumbered by a Participant otherwise than by will or
          by the laws of descent and distribution, and any such purported
          assignment, alienation, pledge, attachment, sale, transfer or
          encumbrance shall be void and unenforceable against the Company or
          any Affiliate; provided, that the designation of a beneficiary shall
          not constitute an assignment, alienation, pledge, attachment, sale,
          transfer or encumbrance.
 
     (c)  To the extent and in the manner permitted by the Committee, and
          subject to such terms, conditions, restrictions or limitations that
          may be prescribed by the Committee, a Participant may transfer an
          Award (other than an Incentive Stock Option) to (i) a spouse,
          sibling, parent, stepparent, child, stepchild, grandchild,
          mother-in-law, father-in-law, son-in-law, daughter-in-law,
          brother-in-law, or sister-in-law, including adoptive relationships
          (any of which, an "Immediate Family Member") of the Participant; (ii)
          a trust, the primary beneficiaries of which consist exclusively of
          the Participant or Immediate Family Members of the Participant; or
          (iii) a corporation, partnership or similar entity, the owners of
          which consist exclusively of the Participant or Immediate Family
          Members of the Participant.
 
23.  Leaves of Absence.
 
In the case of any Participant on an approved leave of absence, the Committee
may make such provisions respecting the continuance of Awards while such
Participant is in the employ or service of the Company as it may deem
equitable, except that in no event may any Option or Stock Appreciation Right
be exercised after the expiration of its term.
 
24.  Expenses and Receipts.
 
The expenses of the Plan shall be paid by the Company. Any proceeds received by
the Company in connection with any Award may be used for general corporate
purposes.
 
25.  Effective Date and Term of Plan.
 
The Plan shall be subject to the requisite approval of the stockholders of the
Company. In the absence of such approval, any Awards theretofore granted
(including for this purpose the equity-based component of any Director
Compensation, but excluding the cash component of any Director Compensation)
shall be null and void. Unless earlier terminated by the Board, the right to
grant Awards under the Plan shall terminate on the tenth anniversary of the
Effective Date. Awards outstanding at Plan termination shall remain in effect
according to their terms and the provisions of the Plan.
 
26.  Applicable Law.
 
Except to the extent preempted by any applicable federal law, the Plan shall be
construed and administered in accordance with the laws of the State of New
Jersey without reference to its principles of conflicts of law.
 
27.  Participant Rights.
 
No Participant shall have any claim to be granted any award under the Plan, and
there is no obligation for uniformity of treatment for Participants.
 
28.      Unfunded Status of Awards.
 
The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
Participant pursuant to an Award, nothing contained in the Plan or any
Agreement shall give any such Participant any rights that are greater than
those of a general creditor of the Company.
 
29.  No Fractional Shares.
 
No fractional shares of Company Stock shall be issued or delivered pursuant to
the Plan. The Committee shall determine whether cash, other Awards, or other
property shall be issued or paid in lieu of such fractional shares or whether
such fractional shares or any rights thereto shall be forfeited or otherwise
eliminated.
 
30.  Beneficiary.
 
A Participant may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee and may, from
time to time, amend or revoke such designation. If no designated beneficiary
survives the Participant, the executor or administrator of the Participant's
estate shall be deemed to be the Participant's beneficiary.
 
31.  Severability.
 
If any provision of the Plan is held to be invalid or unenforceable, the other
provisions of the Plan shall not be affected but shall be applied as if the
invalid or unenforceable provision had not been included in the Plan.
 
 
32.  409A Compliance.
 
Notwithstanding anything to the contrary contained in the Plan or in any
Agreement, to the extent that the Committee determines that the Plan or any
Award is subject to Section 409A of the Code and fails to comply with the
requirements of Section 409A of the Code, the Committee reserves the right to
amend or terminate the Plan and/or amend, restructure, terminate or replace the
Award in order to cause the Award to either not be subject to Section 409A of
the Code or to comply with the applicable provisions of such section.