GENERAL CABLE CORPORATION
 
                         2005 STOCK INCENTIVE PLAN
 
1.      Purpose
 
        The General Cable Corporation 2005 Stock Incentive Plan (the "Plan") is
intended to provide incentives which will attract, retain, motivate and reward
highly competent persons as non-employee directors, executive officers and
other key employees of General Cable Corporation (the "Company") or any of its
subsidiary corporations, limited liability companies or other forms of
business entities now existing or hereafter formed or acquired
("Subsidiaries"), by providing them opportunities to acquire shares of the
common stock, par value $.01 per share, of the Company ("Common Stock") or to
receive monetary payments based on the value of such shares pursuant to Awards
(as defined in Section 4 below) described herein.  Furthermore, the Plan is
intended to assist in further aligning the interests of the Company's non-
employee directors, executive officers and other key employees with those of
its stockholders.
 
2.      Administration
 
        a.  The Plan generally shall be administered by a committee (the
"Committee") which shall be the Compensation Committee of the Board of
Directors of the Company (the "Board") or another committee appointed by the
Board from among its members.  Unless the Board determines otherwise, the
Committee shall be comprised solely of not less than two members who each
shall qualify as a (i) "Non-Employee Director" within the meaning of Rule 16b-
3(b)(3) (or any successor rule) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and (ii) an "outside director" within the
meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code"), and the regulations thereunder.  The Committee is authorized,
subject to the provisions of the Plan, to establish such rules and regulations
as it deems necessary for the proper administration of the Plan and to make
such determinations and interpretations and to take such action in connection
with the Plan and any Awards granted hereunder as it deems necessary or
advisable.  All determinations and interpretations made by the Committee shall
be binding and conclusive on all participants and their legal representatives.
However, the Board shall have the authority to establish stock grant levels
and stock ownership guidelines for the non-employee directors which shall be
reviewed annually in relation to director compensation practices of comparable
companies.
 
        b.  No member of the Board, no member of the Committee and no agent of
the Committee who is an employee of the Company shall be liable for any act
or failure to act hereunder, except in circumstances involving his or her bad
faith, gross negligence or willful misconduct, or for any act or failure to
act hereunder by any other member or employee or by any agent to whom duties
in connection with the administration of this Plan have been delegated.  The
Company shall indemnify members of the Board, members of the Committee and
any agent of the Committee who is an employee of the Company against any and
all liabilities or expenses to which they may be subjected by reason of any
act or failure to act with respect to their duties on behalf of the Plan,
except in circumstances involving such person's bad faith, gross negligence
or willful misconduct.
 
        c.  The Committee shall have the authority to grant Awards to non-
employee directors, executive officers and other key employees of the Company
or any of its Subsidiaries.  The Committee may delegate to one or more of its
members, or to one or more agents, such administrative duties as it may deem
 
 
advisable, and the Committee, or any person to whom it has delegated duties
as aforesaid, may employ one or more persons to render advice with respect to
any responsibility the Committee or such person may have under the Plan.  The
Committee may employ such legal or other counsel, consultants and agents as
it may deem desirable for the administration of the Plan and may rely upon
any opinion or computation received from any such counsel, consultant or
agent.  Expenses incurred by the Committee in the engagement of such counsel,
consultant or agent shall be paid by the Company or any of its Subsidiaries
whose employees have benefited from the Plan, as determined by the Committee.
 
3.      Participants
 
        Participants shall consist of such non-employee directors, executive
officers and other key employees of the Company or any of its Subsidiaries as
the Committee in its sole discretion determines to be significantly
responsible for the success and future growth and profitability of the Company
and whom the Committee may designate from time to time to receive Awards under
the Plan.  Designation of a participant in any year shall not require the
Committee to designate such person to receive an Award in any other year or,
once designated, to receive the same type or amount of Award as granted to the
participant in any other year.  The Committee shall consider such factors as
it deems pertinent in selecting participants and in determining the type and
amount of Awards.
 
4.      Types of Awards and Vesting Restrictions
 
        Awards under the Plan may be granted in any one or a combination of (1)
Stock Options, (2) Stock Appreciation Rights, (3) Stock Awards, (4)
Performance Awards and (5) Stock Units (each as described above an "Award,"
and collectively, "Awards").  Stock Awards, Performance Awards and Stock Units
may, as determined by the Committee, in its discretion, constitute
Performance-Based Awards, as described in Section 11 below.  Any Award to a
participant in the Plan shall be subject to graded vesting with a minimum
vesting period of three years, unless otherwise determined by the Committee.
Awards shall be evidenced by Award agreements (which need not be identical)
in such forms as the Committee may from time to time approve; provided,
however, that in the event of any conflict between the provisions of the Plan
and any such agreements, the provisions of the Plan shall prevail.
 
5.      Common Stock Available Under the Plan
 
        a.  Shares Available.  The aggregate number of shares of Common Stock
that may be subject to Awards, including shares of Common Stock underlying
Stock Options, granted under this Plan shall be 1,800,000 shares of Common
Stock, which may be authorized and unissued or treasury shares, subject to any
adjustments made in accordance with Section 12 below.
 
        b.   Maximum Limits.  The maximum number of shares of Common Stock with
respect to which Awards may be granted or measured to any individual
participant under the Term of the Plan during the Company's fiscal year shall
not exceed 750,000 shares, subject to adjustments made in accordance with
Section 12 below.  In addition, the maximum number of shares of common stock
which may be granted to non-employee directors during each five-year period
under the Term of the Plan shall not exceed 400,000 shares, subject to
adjustment.
 
        c.  Shares Underlying Awards That Again Become Available.  Any shares of
Common Stock subject to a Stock Option, Stock Appreciation Right, Stock Award,
Performance Award, or Stock Unit which for any reason are cancelled,
forfeited, delivered to the Company as part or full payment for the exercise
of a Stock Option or surrendered to the Company for tax withholding purposes
shall again be available for Awards under the Plan.  The preceding sentence
shall apply only for purposes of determining the aggregate number of shares of
Common Stock subject to Awards pursuant to Section 5.a above but shall not
apply for purposes of determining the maximum number of shares of Common Stock
subject to Awards that any individual participant may receive pursuant to
Section 5.b above.
 
6.      Stock Options
 
        a.  In General.  The Committee is authorized to grant Stock Options to
non-employee directors, executive officers and other key employees of the
Company or any of its Subsidiaries and shall, in its sole discretion,
determine such participants in the Plan who will receive Stock Options and the
number of shares of Common Stock underlying each Stock Option.  Stock Options
may be (i) incentive stock options ("Incentive Stock Options") within the
meaning of Section 422 of the Code, or (ii) Stock Options which do not qualify
as Incentive Stock Options ("Non-Qualified Stock Options").  The Committee may
grant to any participant one or more Incentive Stock Options, Non-Qualified
Stock Options, or both types of Stock Options.  Each Stock Option shall be
subject to such terms and conditions consistent with the Plan as shall be
determined by the Committee and as set forth in the Award agreement.  In
addition, each Stock Option shall be subject to the following limitations set
forth in this Section 6.
 
        b.  Exercise Price.  Each Stock Option granted hereunder shall have such
per-share exercise price as the Committee may determine on the date of grant;
provided, however, subject to Section 6(e) below, that the per-share exercise
price shall not be less than 100 percent of the Fair Market Value (as defined
in Section 17 below) of Common Stock on the date the Stock Option is granted.
 
        c.  Payment of Exercise Price.  The Stock Option exercise price may be
paid in cash or, in the discretion of the Committee, by the delivery of shares
of Common Stock then owned by the participant for at least six months, by the
withholding of shares of Common Stock for which a Stock Option is exercisable,
or by a combination of these methods.  In the discretion of the Committee, a
payment may also be made by delivering a properly executed exercise notice to
the Company together with a copy of irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale or loan proceeds to pay the
exercise price with the requirement of the broker same day reconciliation or
as otherwise determined by the Company.  To facilitate the foregoing, the
Company may enter into agreements for coordinated procedures with one or more
brokerage firms.  The Committee may prescribe any other method of paying the
exercise price that it determines to be consistent with applicable law and the
purpose of the Plan, including, without limitation, in lieu of the exercise of
a Stock Option by delivery of shares of Common Stock then owned by a
participant for at least six months, providing the Company with a notarized
statement attesting to the number of shares owned, where upon verification by
the Company, the Company would issue to the participant only the number of
incremental shares to which the participant is entitled upon exercise of the
Stock Option.  In determining which methods a participant may utilize to pay
the exercise price, the Committee may consider such factors as it determines
are appropriate; provided, however, that with respect to Incentive Stock
Options, all such discretionary determinations shall be made at the time of
grant and specified in the Award agreement.
 
        d.  Exercise Period.  Stock Options granted under the Plan shall be
exercisable at such time or times as specified in the Plan and the Award
agreement; provided, however, that no Stock Option shall be exercisable later
than ten years after the date it is granted.
 
        e.  Limitations on Incentive Stock Options.  Incentive Stock Options may
be granted only to participants who are executive officers or other key
employees of the Company or any of its Subsidiaries on the date of grant.  The
aggregate market value (determined as of the time the Stock Option is granted)
of Common Stock with respect to which Incentive Stock Options (under all
option plans of the Company) are exercisable for the first time by a
participant during any calendar year shall not exceed $100,000.  For purposes
 
of the preceding sentence, (i) Incentive Stock Options shall be taken into
account in the order in which they are granted and (ii) Incentive Stock
Options granted before 1995 shall not be taken into account.  Incentive Stock
Options may not be granted to any participant who, at the time of grant, owns
stock possessing (after the application of the attribution rules of Section
424(d) of the Code) more than 10 percent of the total combined voting power of
all outstanding classes of stock of the Company or any of its Subsidiaries,
unless the exercise price is fixed at not less than 110 percent of the Fair
Market Value of Common Stock on the date of grant and the exercise of such
option is prohibited by its terms after the expiration of five years from the
date of grant of such option.  In addition, no Incentive Stock Option shall be
issued to a participant in tandem with a Non-Qualified Stock Option.
 
7.      Stock Appreciation Rights
 
        The Committee is authorized to grant Stock Appreciation Rights to
executive officers and other key employees of the Company or any of its
Subsidiaries and shall, in its sole discretion, determine such executive
officers and other key employees who will receive Stock Appreciation Rights
and the number of shares of Common Stock with respect to each Stock
Appreciation Right.  A "Stock Appreciation Right" shall mean a right to
receive a payment in cash, Common Stock or a combination thereof, in an amount
equal to the excess of (x) the Fair Market Value, or other specified
valuation, of a specified number of shares of Common Stock on the date the
Stock Appreciation Right is exercised over (y) the Fair Market Value, or other
specified valuation (which shall be no less than the Fair Market Value), of
such shares of Common Stock on the date the Stock Appreciation Right is
granted, all as determined by the Committee, provided, however, that if a
Stock Appreciation Right is granted retroactively in tandem with or in
substitution for a Stock Option, the designated Fair Market Value in the Award
agreement may be the Fair Market Value on the date such Stock Option was
granted.  Each Stock Appreciation Right shall be subject to such terms and
conditions consistent with the Plan as shall be determined by the Committee
and as set forth in the Award agreement.
 
8.      Stock Awards
 
        The Committee is authorized to grant Stock Awards to non-employee
directors, executive officers and other key employees of the Company or any of
its Subsidiaries and shall, in its sole discretion, determine such
participants in the Plan who will receive Stock Awards and the number of
shares of Common Stock underlying each Stock Award.  Each Stock Award shall be
subject to such terms and conditions consistent with the Plan as shall be
determined by the Committee and as set forth in the Award agreement,
including, without limitation, restrictions on the sale or other disposition
of such shares, and the right of the Company to reacquire such shares for no
consideration upon termination of the participant's employment within
specified periods.  The Committee may require the participant to deliver a
duly signed stock power, endorsed in blank, relating to Common Stock covered
by such Stock Award and/or that the stock certificates evidencing such shares
be held in custody or bear restrictive legends until the restrictions thereon
shall have lapsed.  The Award agreement shall specify whether the participant
shall have, with respect to the shares of Common Stock subject to a Stock
Award, all of the rights of a holder of shares of Common Stock, including the
right to receive dividends and to vote the shares.
 
9.      Performance Awards
 
        a.  In General.  The Committee is authorized to grant Performance Awards
to executive officers and other key employees of the Company or any of its
Subsidiaries and shall, in its sole discretion, determine such executive
officers and other key employees who will receive Performance Awards and the
number of shares of Common Stock or Stock Units (as described in Section 10
below) that may be subject to each Performance Award.  Each Performance Award
shall be subject to such terms and conditions consistent with the Plan as
 
shall be determined by the Committee and as set forth in the Award agreement.
The Committee shall set performance targets at its discretion which, depending
on the extent to which they are met, will determine the number and/or value of
Performance Awards that will be paid out to the participants, and may attach
to such Performance Awards one or more restrictions.  Performance targets may
be based upon, without limitation, Company-wide, divisional and/or individual
performance.
 
        b.  Adjustment of Performance Targets.  With respect to those
Performance Awards that are not intended to qualify as Performance-Based
Awards (as described in Section 11 below), the Committee shall have the
authority at any time to make adjustments to performance targets for any
outstanding Performance Awards which the Committee deems necessary or
desirable unless at the time of establishment of goals the Committee shall
have precluded its authority to make such adjustments.
 
        c.  Payout.  Payment of earned Performance Awards may be made in shares
of Common Stock or in cash and shall be made in accordance with the terms and
conditions prescribed or authorized by the Committee.  The participant may
elect to defer, or the Committee may require or permit the deferral of, the
receipt of Performance Awards upon such terms as the Committee deems
appropriate.
 
10.     Stock Units
 
        a.  In General.  The Committee is authorized to grant Stock Units to
executive officers and other key employees of the Company or any of its
Subsidiaries and shall, in its sole discretion, determine such executive
officers and other key employees who will receive Stock Units and the number
of shares of Common Stock with respect to each Stock Unit.  The Committee
shall determine the criteria for the vesting of Stock Units.  A Stock Unit
granted by the Committee shall provide payment in shares of Common Stock at
such time as the Award agreement shall specify.  Shares of Common Stock issued
pursuant to this Section 10 may be issued with or without other payments
therefor as may be required by applicable law or such other consideration as
may be determined by the Committee.  The Committee shall determine whether a
participant granted a Stock Unit shall be entitled to a Dividend Equivalent
Right (as defined below).  Each Stock Unit shall be subject to such terms and
conditions consistent with the Plan as shall be determined by the Committee
and as set forth in the Award agreement.
 
        b.  Payout.  Upon vesting of a Stock Unit, unless the Committee has
determined to defer payment with respect to such unit or a participant has
elected to defer payment under Section 10(c) below, shares of Common Stock
representing the Stock Units shall be distributed to the participant unless
the Committee, with the consent of the participant, provides for the payment
of the Stock Units in cash or partly in cash and partly in shares of Common
Stock equal to the value of the shares of Common Stock which would otherwise
be distributed to the participant.
 
        c.  Deferral.  Prior to the year with respect to which a Stock Unit may
vest, the participant may elect, upon such terms as the Committee deems
appropriate, not to receive Common Stock upon the vesting of such Stock Unit
and for the Company to continue to maintain the Stock Unit on its books of
account.  In such event, the value of a Stock Unit shall be payable in shares
of Common Stock pursuant to the agreement of deferral.
 
        d.  Definitions.  A "Stock Unit" shall mean a notional account
representing one share of Common Stock.  A "Dividend Equivalent Right" shall
mean the right to receive the amount of any dividend paid on the share of
Common Stock underlying a Stock Unit, which shall be payable in cash or in the
form of additional Stock Units.
 
 
11.     Performance-Based Awards
 
        a.  In General.  All Stock Options and Stock Appreciation Rights granted
under the Plan, and certain Stock Awards, Performance Awards, and Stock Units
granted under the Plan, and the compensation attributable to such Awards, are
intended to (i) qualify as Performance-Based Awards (as defined in the next
sentence) or (ii) be otherwise exempt from the deduction limitation imposed by
Section 162(m) of the Code.  Certain Awards granted under the Plan may be
granted in a manner such that Awards qualify as "performance-based
compensation" (as such term is used in Section 162(m) of the Code and the
regulations thereunder) and thus be exempt from the deduction limitation
imposed by Section 162(m) of the Code ("Performance-Based Awards").  Awards
shall only qualify as Performance-Based Awards if at the time of grant the
Committee is comprised solely of two or more "outside directors" (as such term
is used in Section 162(m) of the Code and the regulations thereunder).
 
        b.  Stock Options and Stock Appreciation Rights.  Stock Options and
Stock Appreciation Rights granted under the Plan with an exercise price at or
above the Fair Market Value of Common Stock on the date of grant should
qualify as Performance-Based Awards.
 
        c.  Other Awards.  Stock Awards, Performance Awards, and Stock Units
granted under the Plan should qualify as Performance-Based Awards if, as
determined by the Committee, in its discretion, either the granting or vesting
of such Award is subject to the achievement of a performance target or targets
based on one or more of the performance measures specified in Section 11(d)
below.  With respect to such Awards intended to qualify as Performance-Based
Awards:
 
        (1)  the Committee shall establish in writing (x) the objective
performance-based goals applicable to a given period and (y) the individual
employees or class of employees to which such performance-based goals apply no
later than 90 days after the commencement of such period (but in no event
after 25 percent of such period has elapsed);
 
        (2)  no Performance-Based Awards shall be payable to or vest with
respect to, as the case may be, any participant for a given period until the
Committee certifies in writing that the objective performance goals (and any
other material terms) applicable to such period have been satisfied; and
 
        (3)  after the establishment of a performance goal, the Committee shall
not revise such performance goal or increase the amount of compensation
payable thereunder (as determined in accordance with Section 162(m) of the
Code) upon the attainment of such performance goal.
 
        d.  Performance Measures.  The Committee may use the following
performance measures (either individually or in any combination) to set
performance targets with respect to Awards intended to qualify as Performance-
Based Awards:  net sales; pretax income before allocation of corporate
overhead and bonus; budget; earnings per share; net income; division, group or
corporate financial goals; return on stockholders' equity; return on assets;
attainment of strategic and operational initiatives; appreciation in and/or
maintenance of the price of Common Stock or any other publicly-traded
securities of the Company; market share; gross profits; earnings before
interest and taxes; earnings before interest, taxes, depreciation and
amortization; economic value-added models; comparisons with various stock
market indices; and/or reductions in costs.
 
12.     Adjustment Provisions
 
        If there shall be any change in Common Stock of the Company, through
merger, consolidation, reorganization, recapitalization, stock dividend, stock
split, reverse stock split, split up, spinoff, combination of shares, exchange
 
of shares, dividend in kind or other like change in capital structure or
distribution (other than normal cash dividends) to stockholders of the
Company, an adjustment shall be made to each outstanding Stock Option and
Stock Appreciation Right such that each such Stock Option and Stock
Appreciation Right shall thereafter be exercisable for such securities, cash
and/or other property as would have been received in respect of Common Stock
subject to such Stock Option or Stock Appreciation Right had such Stock Option
or Stock Appreciation Right been exercised in full immediately prior to such
change or distribution, and such an adjustment shall be made successively each
time any such change shall occur.  In addition, in the event of any such
change or distribution, in order to prevent dilution or enlargement of
participants' rights under the Plan, the Committee shall have the authority to
adjust, in an equitable manner, the number and kind of shares that may be
issued under the Plan, the number and kind of shares subject to outstanding
Awards, the exercise price applicable to outstanding Awards, and the Fair
Market Value of Common Stock and other value determinations applicable to
outstanding Awards.  Appropriate adjustments may also be made by the Committee
in the terms of any Awards under the Plan to reflect such changes or
distributions and to modify any other terms of outstanding Awards on an
equitable basis, including modifications of performance targets and changes in
the length of performance periods.  In addition, other than with respect to
Stock Options, Stock Appreciation Rights and other Awards intended to
constitute Performance-Based Awards, the Committee is authorized to make
adjustments to the terms and conditions of, and the criteria included in,
Awards in recognition of unusual or nonrecurring events affecting the Company
or any of its Subsidiaries or the financial statements of the Company, or in
response to changes in applicable laws, regulations, or accounting principles.
Notwithstanding the foregoing, (i) any adjustment with respect to an
Incentive Stock Option shall comply with the rules of Section 424(a) of the
Code, and (ii) in no event shall any adjustment be made which would render any
Incentive Stock Option granted hereunder other than an incentive stock option
for purposes of Section 422 of the Code.
 
13.     Change In Control
 
        a.  Accelerated Vesting.  Notwithstanding any other provision of this
Plan, if there is a Change in Control of the Company (as defined in Section
13(b) below), all unvested Awards granted under the Plan shall become fully
vested immediately upon the occurrence of the Change of Control and such
vested Awards shall be paid out or settled, as applicable, within 60 days upon
the occurrence of the Change of Control, subject to requirements of applicable
laws and regulations.
 
        b.  Definition.  For purposes of this Section 13, (i) if there is an
employment agreement or a change-in-control agreement between the participant
and the Company or any of its Subsidiaries in effect, "Change in Control"
shall have the same definition as the definition of "change in control"
contained in such employment agreement or change-in-control agreement, or (ii)
if "Change in Control" is not defined in such employment agreement or change-
in-control agreement, or if there is no employment agreement or change-in-
control agreement between the participant and the Company or any of its
Subsidiaries in effect, a "Change in Control" of the Company shall be deemed
to have occurred upon any of the following events:
 
        (1)  any person or other entity (other than any of the Company's
Subsidiaries or any employee benefit plan sponsored by the Company or any of
its Subsidiaries) including any person as defined in Section 13(d)(3) of the
Exchange Act, becomes the beneficial owner, as defined in Rule 13d-3 under the
Exchange Act, directly or indirectly, of more than 35 percent of the total
combined voting power of all classes of capital stock of the Company normally
entitled to vote for the election of directors of the Company (the "Voting
Stock");
 
        (2)  the stockholders of the Company approve the sale of all or
substantially all of the property or assets of the Company and such sale
occurs;
 
        (3)  the Company's Common Stock shall cease to be publicly traded;
 
        (4)  the stockholders of the Company approve a consolidation or merger
of the Company with another corporation (other than with any of the Company's
Subsidiaries), the consummation of which would result in the stockholders of
the Company immediately before the occurrence of the consolidation or merger
owning, in the aggregate, less than 51 percent of the Voting Stock of the
surviving entity, and such consolidation or merger occurs; or
 
        (5)  a change in the Company's Board occurs with the result that the
members of the Board on the Effective Date (as defined in Section 25(a) below)
of the Plan (the "Incumbent Directors") no longer constitute a majority of
such Board, provided that any person becoming a director (other than a
director whose initial assumption of office is in connection with an actual or
threatened election contest or the settlement thereof, including but not
limited to a consent solicitation, relating to the election of directors of
the Company) whose election or nomination for election was supported by two-
thirds (2/3) of the then Incumbent Directors shall be considered an Incumbent
Director for purposes hereof.
 
        c.  Cashout.  The Committee, in its discretion, may determine that, upon
the occurrence of a Change in Control of the Company, each Stock Option and
Stock Appreciation Right outstanding hereunder shall terminate and such holder
shall receive, within 60 days upon the occurrence of the Change of Control,
with respect to each share of Common Stock subject to such Stock Option or
Stock Appreciation Right, an amount equal to the excess of the Fair Market
Value of such shares of Common Stock immediately prior to the occurrence of
such Change in Control over the exercise price per share of such Stock Option
or Stock Appreciation Right; such amount to be payable in cash, in one or more
kinds of property (including the property, if any, payable in the transaction)
or in a combination thereof, as the Committee, in its discretion, shall
determine.
 
14.     Termination of Employment
 
        a.  Subject to any written agreement between the participant and the
Company or any of its Subsidiaries, if a participant's employment is
terminated due to death or disability:
 
        (1)  all unvested Stock Awards and all unvested Stock Units held by the
participant on the date of the participant's death or the date of the
termination of his or her employment as the case may be, shall immediately
become vested as of such date;
 
        (2)  all unexercisable Stock Options and all unexercisable Stock
Appreciation Rights held by the participant on the date of the participant's
death or the date of the termination of his or her employment, as the case may
be, shall immediately become exercisable as of such date and shall remain
exercisable until the earlier of (i) the end of the one-year period following
the date of the participant's death or the date of the termination of his or
her employment, as the case may be, or (ii) the date the Stock Option or Stock
Appreciation Right would otherwise expire;
 
        (3)  all exercisable Stock Options and all exercisable Stock
Appreciation Rights held by the participant on the date of the participant's
death or the date of the termination of his or her employment, as the case may
be, shall remain exercisable until the earlier of (i) the end of the one-year
period following the date of the participant's death or the date of the
termination of his or her employment, as the case may be, or (ii) the date the
Stock Option or Stock Appreciation Right would otherwise expire; and
 
        (4)  all unearned and/or unvested Performance Awards held by the
participant on the date of the participant's death or the date of the
termination of his or her employment, as the case may be, shall immediately
become earned or vested as of such date and shall be paid out and/or settled
based on the participant's performance immediately prior to the date of the
participant's death or the date of the termination of his or her employment on
a pro-rated basis with a minimum of at least one year into a performance
period.
 
        b.  Subject to any written agreement between the participant and the
Company or any of its Subsidiaries, if a participant's employment is
terminated by the Company for Cause (as defined in Section 14(f) below), all
Awards, whether or not vested, earned or exercisable, held by the participant
on the date of the termination of his or her employment for Cause shall
immediately be forfeited by such participant as of such date.
 
        c.  Subject to any written agreement between the participant and the
Company or any of its Subsidiaries, if a participant's employment is
terminated for any reason, including, without limitation, retirement, other
than for Cause or other than due to death or disability:
 
        (1)  all unvested, unearned or unexercisable Awards held by the
participant on the date of the termination of his or her employment shall
immediately be forfeited by such participant as of such date; and
 
        (2)  all exercisable Stock Options and all exercisable Stock
Appreciation Rights held by the participant on the date of the termination of
his or her employment shall remain exercisable until the earlier of (i) the
end of the 90-day period following the date of the termination of the
participant's employment, or (ii) the date the Stock Option or Stock
Appreciation Right would otherwise expire.
 
        d.  Notwithstanding anything contained in the Plan to the contrary, the
Committee may, in its discretion, provide that:
 
        (1)  any or all unvested Stock Awards and/or any or all unvested Stock
Units held by the participant on the date of the participant's death and/or
the date of the termination of the participant's employment shall immediately
become vested as of such date;
 
        (2)  any or all unexercisable Stock Options and/or any or all
unexercisable Stock Appreciation Rights held by the participant on the date of
the participant's death and/or the date of the termination of his or her
employment shall immediately become exercisable as of such date and shall
remain exercisable until a date that occurs on or prior to the date the Stock
Option or Stock Appreciation Right is scheduled to expire, provided, however,
that Incentive Stock Options shall remain exercisable not longer than the end
of the 90-day period following the date of the termination of the
participant's employment;
 
        (3)  any or all exercisable Stock Options and/or any or all exercisable
Stock Appreciation Rights held by the participant on the date of the
participant's death and/or the date of the termination of his or her
employment shall remain exercisable until a date that occurs on or prior to
the date the Stock Option or Stock Appreciation Right is scheduled to expire,
provided, however, that Incentive Stock Options shall remain exercisable not
longer than the end of the 90-day period following the date of the termination
of the participant's employment; and/or
 
        (4)  a participant shall immediately become vested in all or a portion
of any earned Performance Awards held by such participant on the date of the
termination of the participant's employment, and such vested Performance
Awards (or portion thereof) and/or any unearned Performance Awards (or portion
thereof) held by such participant on the date of the termination of his or her
employment shall immediately become payable to such participant as if all
performance goals had been met as of the date of the termination of his or her
employment.
 
        e.  Notwithstanding anything contained in the Plan to the contrary, (i)
the provisions contained in this Section 14 shall be applied to an Incentive
Stock Option only if the application of such provision maintains the treatment
of such Incentive Stock Option as an Incentive Stock Option and (ii) the
exercise period of an Incentive Stock Option in the event of a termination due
to disability provided in Section 14(a)(3) above shall only apply if the
participant's disability satisfies the requirement of "permanent and total
disability" as defined in Section 22(e)(3) of the Code.
 
        f.  For purposes of this Section 14, (i) if there is an employment
agreement between the participant and the Company or any of its Subsidiaries
in effect, "Cause" shall have the same definition as the definition of "cause"
contained in such employment agreement; or (ii) if "Cause" is not defined in
such employment agreement or if there is no employment agreement between the
participant and the Company or any of its Subsidiaries in effect, "Cause"
shall include, but is not limited to:
 
        (1)  any willful and continuous neglect of or refusal to perform the
employee's duties or responsibilities with respect to the Company or any of
its Subsidiaries, insubordination, dishonesty, gross neglect or willful
malfeasance by the participant in the performance of such duties and
responsibilities, or the willful taking of actions which materially impair the
participant's ability to perform such duties and responsibilities, or any
serious violation of the rules or regulations of the Company;
 
        (2)  the violation of any local, state or federal criminal statute,
including, without limitation, an act of dishonesty such as embezzlement,
theft or larceny;
 
        (3)  intentional provision of services in competition with the Company
or any of its Subsidiaries, or intentional disclosure to a competitor of the
Company or any of its Subsidiaries of any confidential or proprietary
information of the Company or any of its Subsidiaries; or
 
        (4)  any similar conduct, including, without limitation, disparagement
of the Company or any of its Subsidiaries, by the participant with respect to
which the Company determines in its discretion that the participant has
terminated employment under circumstances such that the payment of any
compensation attributable to any Award granted under the Plan would not be in
the best interest of the Company or any of its Subsidiaries.
 
        For purposes of this Section 14, the Committee shall have the authority
to determine whether the "Cause" exists and whether subsequent actions on the
part of the participant have cured the "Cause."
 
15.     Transferability
 
        Each Award granted under the Plan to a participant which is subject to
restrictions on transferability and/or exercisability shall not be
transferable otherwise than by will or the laws of descent and distribution
and/or shall be exercisable, during the participant's lifetime, only by the
participant.  In the event of the death of a participant, each Stock Option or
Stock Appreciation Right theretofore granted to him or her shall be
exercisable in accordance with Section 14 above and then only by the executor
or administrator of the estate of the deceased participant or the person or
persons to whom the deceased participant's rights under the Stock Option or
Stock Appreciation Right shall pass by will or the laws of descent and
distribution.  Notwithstanding the foregoing, at the discretion of the
Committee, an Award (other than an Incentive Stock Option) may permit the
transferability of such Award by a participant solely to members of the
 
 
participant's immediate family or trusts or family partnerships for the
benefit of such persons, subject to any restriction included in the Award
agreement.
 
16.     Other Provisions
 
        Awards granted under the Plan may also be subject to such other
provisions (whether or not applicable to the Award granted to any other
participant) as the Committee determines on the date of grant to be
appropriate, including, without limitation, for the installment purchase of
Common Stock under Stock Options, for the installment exercise of Stock
Appreciation Rights, to assist the participant, excluding an executive officer
or a non-employee director, in financing the acquisition of Common Stock, for
the forfeiture of, or restrictions on resale or other disposition of, Common
Stock acquired under any form of the Award, for the acceleration of
exercisability or vesting of Awards in the event of a change in control of the
Company, or to comply with federal and state securities laws, or
understandings or conditions as to the participant's employment, in addition
to those specifically provided for under the Plan. In addition, except as
otherwise provided herein, a participant may defer receipt or payment of any
Award granted under this Plan, in accord with the terms of any deferred
compensation plan or arrangement of the Company.  The Committee shall have the
authority to retract any Award granted under the Plan in case of a material
restatement of the financial statements of the Company or if it is otherwise
determined by the Committee that the previously granted Award was not earned
by the participant.
 
17.     Fair Market Value
 
        For purposes of this Plan and any Awards granted hereunder, Fair Market
Value shall be (i) the closing price of Common Stock on the date of
calculation (or on the last preceding trading date if Common Stock was not
traded on such date) if Common Stock is readily tradeable on a national
securities exchange or other market system or (ii) if Common Stock is not
readily tradeable, the amount determined in good faith by the Committee as the
fair market value of Common Stock.
 
18.     Withholding
 
        All payments or distributions of Awards made pursuant to the Plan shall
be net of any amounts required to be withheld pursuant to applicable federal,
state and local tax withholding requirements.  If the Company proposes or is
required to distribute Common Stock pursuant to the Plan, it may require the
participant receiving such Common Stock to remit to it or to the Subsidiary
that employs such participant an amount sufficient to satisfy such tax
withholding requirements prior to the delivery of any certificates for such
Common Stock.  In lieu thereof, the Company or the Subsidiary employing the
participant shall have the right to withhold the amount of such taxes from any
other sums due or to become due from the Company or the Subsidiary, as the
case may be, to the participant receiving Common Stock, as the Committee shall
prescribe.  The Committee may, in its discretion, and subject to such rules as
the Committee may adopt (including any as may be required to satisfy
applicable tax and/or non-tax regulatory requirements), permit a participant
to pay all or a portion of the federal, state and local withholding taxes
arising in connection with any Award consisting of shares of Common Stock by
electing to have the Company withhold shares of Common Stock having a Fair
Market Value equal to the amount of tax to be withheld, such tax calculated at
rates required by statute or regulation.
 
19.     Tenure
 
        A participant's right, if any, to continue to serve the Company as a
non-employee director, executive officer, other key employee, or otherwise
shall not be enlarged or otherwise affected by his or her designation as a
participant under the Plan.
20.     Unfunded Plan
 
        Participants shall have no right, title, or interest whatsoever in or to
any investments which the Company may make to aid it in meeting its
obligations under the Plan.  Nothing contained in the Plan, and no action
taken pursuant to its provisions, shall create or be construed to create a
trust of any kind, or a fiduciary relationship between the Company and any
participant, beneficiary, legal representative or any other person.  To the
extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company.  All payments to be made hereunder shall be
paid from the general funds of the Company and no special or separate fund
shall be established and no segregation of assets shall be made to assure
payment of such amounts except as expressly set forth in the Plan.  The Plan
is not intended to be subject to the Employee Retirement Income Security Act
of 1974, as amended.
 
21.     No Fractional Shares
 
        No fractional shares of Common Stock shall be issued or delivered
pursuant to the Plan or any Award.  The Committee shall determine whether
cash, or Awards, or other property shall be issued or paid in lieu of
fractional shares or whether such fractional shares or any rights thereto
shall be forfeited or otherwise eliminated.
 
22.     Duration, Amendment and Termination
 
        No Award shall be granted more than ten years after the Effective Date;
provided, however, that the terms and conditions applicable to any Award
granted prior to such date may thereafter be amended or modified by mutual
agreement between the Company and the participant or such other persons as may
then have an interest therein.  Also, by mutual agreement between the Company
and a participant under this Plan or under any other present or future plan of
the Company, Awards may be granted to such participant in substitution and
exchange for, and in cancellation of, any Awards previously granted to such
participant under this Plan, or any other present or future plan of the
Company.  The Board or the Committee may amend the Plan from time to time or
suspend or terminate the Plan at any time.  However, no action authorized by
this Section 22 shall reduce the amount of any existing Award or change the
terms and conditions thereof without the participant's consent.  No amendment
of the Plan shall, without approval of the stockholders of the Company (i)
increase the total number of shares which may be issued under the Plan or the
maximum number of shares with respect to Stock Options, Stock Appreciation
Rights and other Awards that may be granted to any individual under the Plan;
(ii) modify the requirements as to eligibility for Awards under the Plan; or
(iii) effect the repricing of Stock Options, as defined in Section 303A.08 or
other applicable section of the New York Stock Exchange Listed Company Manual;
provided, however, that no amendment may be made without approval of the
stockholders of the Company if the amendment will disqualify any Incentive
Stock Options granted hereunder.
 
23.     Governing Law
 
        This Plan, Awards granted hereunder and actions taken in connection
herewith shall be governed and construed in accordance with the laws of the
Commonwealth of Kentucky (regardless of the law that might otherwise govern
under applicable Kentucky principles of conflict of laws).
 
24.     Severability
 
        In case any provision of this Plan shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
 
 
25.     Effective Date
 
        a.  The Plan shall be effective as of the date on which the Plan is
approved by the stockholders of the Company at an annual meeting or any
special meeting of stockholders of the Company (the "Effective Date") and such
approval of stockholders shall be a condition to the right of each participant
to receive Awards hereunder.
 
        b.  This Plan shall terminate on the 10th anniversary of the Effective
Date (unless sooner terminated by the Board).