Contents
2003 Stock Incentive Plan and Restricted Stock Unit Agreement (April 2004)
2003 Stock Incentive Plan, Amended & Restated (January 2004)
 
 
 
                          TRW AUTOMOTIVE HOLDINGS CORP.
                            2003 STOCK INCENTIVE PLAN
 
                                     GENERAL
                         RESTRICTED STOCK UNIT AGREEMENT
 
                  THIS AGREEMENT, is made effective as of April 2, 2004 (the
"GRANT DATE"), between TRW Automotive Holdings Corp. (the "COMPANY") and J.
Michael Losh (the "PARTICIPANT").
 
                                R E C I T A L S:
 
                  WHEREAS, the Company has adopted the Plan (as defined below),
the terms of which are hereby incorporated by reference and made a part of this
Agreement; and
 
                  WHEREAS, the Compensation Committee of the Board of Directors
of the Company (the "Committee") has determined that the Participant be granted
the Restricted Stock Units provided for herein pursuant to the Plan and the
terms set forth herein.
 
                  NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties agree as follows:
 
                  1.       Definitions. Whenever the following terms are used in
this Agreement, they shall have the meanings set forth below. Capitalized terms
not otherwise defined herein shall have the same meanings as in the Plan.
 
                  (a)      "PLAN" means the TRW Automotive Holdings Corp. 2003
Stock Incentive Plan, as the same may be amended, supplemented or modified from
time to time.
 
                  (b)      "RESTRICTED STOCK UNIT" means the unfunded, unsecured
right of the Participant to receive a share of the Company's common stock, par
value $0.01 per share (the "Shares").
 
                  2.       Grant of Restricted Stock Units. The Company hereby
grants to the Participant, subject to the terms and conditions of this Agreement
and the Plan, Two Thousand Two Hundred (2,200) Restricted Stock Units. The
Participant shall not possess any incidents of ownership (including, without
limitation, dividend and voting rights) in Shares in respect of the Restricted
Stock Units until such Restricted Stock Units have been distributed to the
Participant in the form of Shares.
 
                  3.       Delivery of Shares Underlying the Restricted Stock
Units.
 
                  (a)      In General. Subject to Sections 3(b) and 3(c), on the
first anniversary of the Grant Date, the Company shall issue or cause there to
be transferred to the Participant a number of Shares equal to the aggregate
number of Restricted Stock Units granted to the Participant under this
Agreement.
 
                  (b)      Change of Control. Notwithstanding the foregoing,
upon a Change of Control, the Company shall issue or cause there to be
transferred, to the extent not previously cancelled or forfeited, to the
Participant a number of Shares equal to the aggregate number of Restricted Stock
Units granted to the Participant under this Agreement.
 
                  (c)      Cancellation of Restricted Stock Units. Upon the
issuance or transfer of Shares in accordance with this Section 3, a number of
Restricted Stock Units equal to the number of Shares issued or transferred to
the Participant shall be cancelled.
 
                  (d)      Termination of Service on the Board of Directors. If
the Participant ceases to be a member of the Board of Directors of the Company
or the Company's subsidiary TRW Automotive Inc. for any reason, the Restricted
Stock Units shall be immediately and automatically canceled by the Company
without any payment or other consideration and without notice or any other
action by the Company.
 
                  (e)      Registration or Qualification. Notwithstanding any
other provision of the Plan or this Agreement to the contrary, absent an
available exemption to registration or qualification, a Share to which a
Restricted Stock Unit relates may not be delivered prior to the completion of
any registration or qualification of the Restricted Stock Units or the Shares to
which they relate under applicable state and federal securities or other laws,
or under any ruling or regulation of any governmental body or national
securities exchange that the Committee shall in its sole reasonable discretion
determine to be necessary or advisable.
 
                  (f)      Certificates. As soon as practicable following the
delivery date of the Shares subject to the Restricted Stock Units, the Company
shall issue certificates in the Participant's name for such Shares. However, the
Company shall not be liable to the Participant for damages relating to any
delays in issuing the certificates to the Participant, any loss by the
Participant of the certificates, or any mistakes or errors in the issuance of
the certificates or in the certificates themselves
 
                  4.       Legend on Certificates. The certificates representing
the Shares issued to the Participant in respect of the Restricted Stock Units
shall be subject to such stop transfer orders and other restrictions as the
Committee may deem reasonably advisable under the Plan or the rules,
regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange upon which such Shares are listed, any applicable federal or
state laws or the Company's Certificate of Incorporation and Bylaws, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.
 
                  5.       Transferability. Unless otherwise determined by the
Committee, a Restricted Stock Unit may not be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by the 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.
 
                  6.       Withholding. The Company or its Affiliate shall have
the right to withhold from any payment due or transfer made with respect to the
Restricted Stock Unit, any applicable withholding taxes in respect of the
Restricted Stock Unit or the Shares to which they relate or any payment or
transfer with respect to the Restricted Stock Unit or under the Plan and to take
such action as may be necessary in the option of the Company to satisfy all
obligations for the payment of such taxes.
 
                  7.       Securities Laws. Upon the acquisition of any Shares
delivered in respect of the Restricted Stock Units pursuant to Sections 3(a) and
3(b), the Participant will make or enter into such written representations,
warranties and agreements as the Committee may reasonably request in order to
comply with applicable securities laws or with this Agreement.
 
                  8.       Notices. Any notice under this Agreement shall be
addressed to the Company in care of its General Counsel at the principal
executive office of the Company and to the Participant at the address appearing
in the personnel records of the Company for the Participant or to either party
at such other address as either party hereto may hereafter designate in writing
to the other. Any such notice shall be deemed effective upon receipt thereof by
the addressee.
 
                  9.       Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York, without
regard to conflicts of laws.
 
                  10.      Restricted Stock Units Subject to the Plan. By
entering into this Agreement the Participant agrees and acknowledges that the
Participant has received and read a copy of the Plan. The Restricted Stock Units
and any Shares delivered in respect thereto are subject to the Plan. The terms
and provisions of the Plan as it may be amended from time to time are hereby
incorporated by reference. In the event of a conflict between any term or
provision contained herein and a term or provision of the Plan, the applicable
terms and provisions of the Plan will govern and prevail
 
                  11.      Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Any counterpart or other signature hereupon delivered by facsimile
shall be deemed for all purposes as constituting good and valid execution and
delivery of this Agreement by such party.
 
 
                  IN WITNESS WHEREOF, this Agreement has been executed and
delivered on this 29th day of April 2004 by the parties hereto and is effective
as of April 2, 2004, the date first above written.
 
                                          TRW AUTOMOTIVE HOLDINGS CORP.
 
                                          By /s/ David L. Bialosky
                                             -----------------------------------
                                          Its Vice President and General Counsel
 
                                            /s/ J. Michael Losh
                                          ---------------------
                                           Participant: J. Michael Losh
 
 
 
 
                               AMENDED & RESTATED
                          TRW AUTOMOTIVE HOLDINGS CORP.
                            2003 STOCK INCENTIVE PLAN
                   (amended & restated as of January 26, 2004)
 
                  1.       Purpose of the Plan.
                           -------------------
 
                  The purpose of the Plan is to aid the Company (as defined
below) and its Affiliates (as defined below) in recruiting and retaining key
employees, directors or consultants of outstanding ability and to motivate such
employees, directors or consultants to exert their best efforts on behalf of the
Company and its Affiliates by providing compensation and incentives through the
granting of Awards (as defined below). The Company expects that it will benefit
from the added interest which such key employees, directors or consultants will
have in the welfare of the Company as a result of their proprietary interest in
the Company's success.
 
                  2.       Definitions.
                           -----------
 
                  The following capitalized terms used in the Plan have the
respective meanings set forth in this Section:
 
                  (a) "ACT" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder, or any successor
statute thereto.
 
                  (b) "AFFILIATE" means, with respect to any Person, any other
Person directly or indirectly controlling, controlled by or under common control
with such Person or any other Person designated by the Committee in which any
Person has an interest.
 
                  (c) "AWARD" means any Option, Stock Appreciation Right, or
Other Stock-Based Award granted pursuant to the Plan.
 
                  (d) "AWARD AGREEMENT" means any written agreement, contract,
or other instrument or document evidencing any Award, which may, but need not,
be executed or acknowledged by a Participant.
 
                  (e) "BLACKSTONE" means Blackstone Capital Partners IV L.P.,
Blackstone Capital Partners IV-A L.P., Blackstone Family Investment Partnership
IV L.P. and their respective Affiliates.
 
                  (f) "BOARD OF DIRECTORS" means the Board of Directors of the
Company.
 
                  (g) "CHANGE OF CONTROL" means, except as otherwise provided in
an Award Agreement, (A) the sale or disposition, in one or a series of related
transactions, of all or substantially all of the assets of the Company to any
"person" or "group" (as such terms are defined in Sections 13(d)(3) and 14(d)(2)
of the Act) other than the Investors or any of their respective Affiliates or
(B) any person (other than the Investors or any of their respective Affiliates)
or group (other than the Investors or any of their respective Affiliates) is or
becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Act), directly or indirectly, of more than 50% of the total voting power of the
voting stock of the Company, including by way of merger, consolidation or 
otherwise and Automotive Investors L.L.C. or any of its Affiliates cease to 
control the Board of Directors.
 
                  (h) "CODE" means the Internal Revenue Code of 1986, as
amended, or any successor thereto.
 
                  (i) "COMMITTEE" means a committee of the Board of Directors
designated by the Board of Directors.
 
                  (j) "COMPANY" means TRW Automotive Holdings Corp., a Delaware
corporation.
 
                  (k) "EFFECTIVE DATE" means the date the Board of Directors
adopts the Plan.
 
                  (l) "FAIR MARKET VALUE" means on a given date, (i) if there is
a public market for the Shares on such date, the arithmetic mean of the high and
low prices of the Shares as reported on such date on the composite tape of the
principal national securities exchange on which such Shares are listed or
admitted to trading, or, if no composite tape exists for such national
securities exchange on such date, then on the principal national securities
exchange on which such Shares are listed or admitted to trading, or, if the
Shares are not listed or admitted on a national securities exchange, the
arithmetic mean of the per Share closing bid price and per Share closing asked
price on such date as quoted on the National Association of Securities Dealers
Automated Quotation System (or such market in which such prices are regularly
quoted) (the "NASDAQ"), or, if no sale of Shares shall have been reported on
such composite tape or such national securities exchange on such date or quoted
on the NASDAQ on such date, then the immediately preceding date on which sales
of the Shares have been so reported or quoted shall be used, and (ii) if there
is no public market for the Shares on such date, the Fair Market Value shall be
the value established by the Committee in good faith.
 
                  (m) "INVESTORS" means Automotive Investors L.L.C., a Delaware
limited liability company, and Blackstone.
 
                  (n) "ISO" means an Option that is also an incentive stock
option granted pursuant to Section 6(d) of the Plan.
 
                  (o) "OPTION" means a stock option granted pursuant to Section
6 of the Plan.
 
                  (p) "OPTION PRICE" means the purchase price per Share of an
Option, as determined pursuant to Section 6(a) of the Plan.
 
                  (q) "OTHER STOCK-BASED AWARD" means any award granted under
Section 8 of the Plan.
 
                  (r) "PARTICIPANT" means an employee, director or consultant of
the Company or its Affiliates who is selected by the Committee to participate in
the Plan.
 
                  (s) "PERSON" means any individual, firm, corporation,
partnership, limited liability company, trust, incorporated or unincorporated
association, joint venture, joint stock company, governmental body or other
entity of any kind.
 
                  (t) "PLAN" means the TRW Automotive Holdings Corp. 2003 Stock
Incentive Plan.
 
                  (u) "SHARES" means shares of common stock, par value $0.01 per
share, of the Company.
 
                  (v) "STOCK APPRECIATION RIGHT" means any right granted under
Section 7 of the Plan.
 
                  (w) "SUBSIDIARY" means a subsidiary corporation, as defined in
Section 424(f) of the Code.
 
 
                  3.       Shares Subject to the Plan.
                           --------------------------
 
                  The total number of Shares which may be issued under the Plan
is 185,000. The Shares may consist, in whole or in part, of unissued Shares or
treasury Shares. The issuance of Shares or the payment of cash upon the exercise
of an Award shall reduce the total number of Shares available under the Plan, as
applicable. Shares which are subject to Awards which terminate or lapse may be
granted again under the Plan.
 
                  4.       Administration.
                           --------------
 
                  The Plan shall be administered by the Committee, which may
delegate its duties and powers in whole or in part as it determines; provided,
however, that the Board of Directors may, in its sole discretion, take any
action designated to the Committee under this Plan as it may deem necessary.
Awards may, in the discretion of the Committee, be made under the Plan in
assumption of, or in substitution for, outstanding awards previously granted by
the Company or its Affiliates or a company acquired by the Company or with which
the Company combines. The number of Shares underlying such substitute awards
shall be counted against the aggregate number of Shares available for Awards
under the Plan. The Committee is authorized to interpret the Plan, to establish,
amend and rescind any rules and regulations relating to the Plan, and to make
any other determinations that it deems necessary or desirable for the
administration of the Plan. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan in the manner and to the
extent the Committee deems necessary or desirable. Any decision of the Committee
in the interpretation and administration of the Plan, as described herein, shall
lie within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned (including, but not limited to, Participants
and their beneficiaries or successors). The Committee shall have the full power
and authority to establish the terms and conditions of any Award consistent with
the provisions of the Plan and to waive any such terms and conditions at any
time (including, without limitation, accelerating or waiving any vesting
conditions or payment dates). The Committee shall require payment of any amount
it may determine to be necessary to withhold for federal, state, local or other
taxes as a result of the exercise of an Award. Unless the Committee specifies
otherwise, the Participant may elect to pay a portion or all of such withholding
taxes by (a) delivery in Shares; provided, that such Shares have been held by 
the Participant for no less than six months (or such other period as established 
from time to time by the Committee in order to avoid adverse accounting treatment 
applying generally accepted accounting principles) (b) having Shares with a Fair 
Market Value equal to the statutory minimum withholding liability withheld by the 
Company from any Shares that would have otherwise been received by the 
Participant, (c) if there is a public market for the Shares at such time, subject 
to such rules as may be established by the Committee, through delivery of 
irrevocable instructions to a broker to sell the Shares otherwise deliverable 
upon the exercise of the Option and deliver promptly to the Company an amount 
equal to the statutory minimum withholding liability, or (d) such other method 
as approved by the Committee.
 
                  5.       Limitations.
                           -----------
 
                  No Awards may be granted under the Plan after the tenth
anniversary of the Effective Date, but Awards theretofore granted may extend
beyond that date.
 
                  6.       Options.
                           -------
 
                  Options granted under the Plan shall be, as determined by the
Committee, non-qualified stock options or ISOs for federal income tax purposes,
as evidenced by the related Award Agreements, and shall be subject to the
foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:
 
                  (a) Option Price. The Option Price shall be determined by the
Committee, but, with respect to ISOs, shall not be less than 100% of the Fair
Market Value of the Shares on the date an Option is granted.
 
                  (b) Exercisability. Options granted under the Plan shall be
exercisable at such time and upon such terms and conditions as may be determined
by the Committee, but in no event shall an Option be exercisable more than ten
years after the date it is granted.
 
                  (c) Exercise of Options. Except as otherwise provided in the
Plan or in an Award Agreement, an Option may be exercised for all, or from time
to time any part, of the Shares for which it is then exercisable. No Shares
shall be delivered pursuant to any exercise of an Option until payment in full
of the aggregate Option Price and any withholding amount required therefor is
received by the Company. Payment of the aggregate Option Price may be made (i)
in cash, or its equivalent, (ii) to the extent permitted by the Committee, by
transferring Shares having a Fair Market Value equal to the aggregate Option
Price for the Shares being purchased to the Company and satisfying such other
requirements as may be imposed by the Committee; provided that such Shares have
been held by the Participant for no less than six months (or such other period
as established from time to time by the Committee or generally accepted
accounting principles), (iii) if there is a public market for the Shares at such
time, subject to such rules as may be established by the Committee, through
delivery of irrevocable instructions to a broker to sell the Shares otherwise
deliverable upon the exercise of the Option and deliver promptly to the Company
an amount equal to the aggregate Option Price, or (iv) such other method as
approved by the Committee. No Participant shall have any rights to dividends or
other rights of a stockholder with respect to Shares subject to an Option until
the Participant has given written notice of exercise of the Option, paid in full 
for such Shares and, if applicable, has satisfied any other conditions imposed 
by the Committee pursuant to the Plan.
 
                  (d) ISOs. The Committee may grant Options under the Plan that
are intended to be ISOs. Such ISOs shall comply with the requirements of Section
422 of the Code. No ISO may be granted to any Participant who at the time of
such grant is not an employee of the Company or of any of its Subsidiaries. In
addition, no ISO may be granted to any Participant who at the time of such grant
owns more than 10% of the total combined voting power of all classes of stock of
the Company or of any of its Subsidiaries, unless (i) the Option Price for such
ISO is at least 110% of the Fair Market Value of a Share on the date the ISO is
granted and (ii) the date on which such ISO terminates is a date not later than
the day preceding the fifth anniversary of the date on which the ISO is granted.
Any Participant who disposes of Shares acquired upon the exercise of an ISO
either (I) within two years after the date of grant of such ISO or (II) within
one year after the transfer of such Shares to the Participant, shall notify the
Company of such disposition and of the amount realized upon such disposition.
All Options granted under the Plan are intended to be non-qualified stock
options, unless the applicable Award Agreement expressly states that the Option
is intended to be an ISO. If an Option is intended to be an ISO, and if for any
reason such Option (or portion thereof) shall not qualify as an ISO, then, to
the extent of such nonqualification, such Option (or portion thereof) shall be
regarded as a non-qualified stock option granted under the Plan; provided that
such Option (or portion thereof) otherwise complies with the Plan's requirements
relating to non-qualified stock options. In no event shall any member of the
Committee, the Company or any of its Affiliates (or their respective employees,
officers or directors) have any liability to any Participant (or any other
Person) due to the failure of an Option to qualify for any reason as an ISO.
 
                  (e) Attestation. Wherever in this Plan or any Award Agreement
a Participant is permitted to pay the Option Price or taxes relating to the
exercise of an Option by delivering Shares, the Participant may, subject to
procedures satisfactory to the Committee, satisfy such delivery requirement by
presenting proof of beneficial ownership of such Shares, in which case the
Company shall treat the Option as exercised without further payment and shall
withhold such number of Shares from the Shares acquired by the exercise of the
Option.
 
                  7.           Stock Appreciation Rights.
                               -------------------------
 
                  (a) Grant. Subject to the provisions of the Plan, the
Committee shall have the sole and complete authority to determine the
Participants to whom Stock Appreciation Rights shall be granted, the number of
Shares to be covered by each Stock Appreciation Right, the grant price thereof
and the conditions and limitations applicable to the exercise thereof. Stock
Appreciation Rights may be granted in tandem with another Award, in addition to
another Award, or freestanding and unrelated to another Award. Stock
Appreciation Rights granted in tandem with or in addition to an Award may be
granted either at the same time as the Award or at a later time.
 
                  (b) Exercise and Payment. A Stock Appreciation Right shall
entitle the Participant to receive an amount equal to the product of (i) the
excess of (A) the Fair Market Value of a Share on the date of exercise of the
Stock Appreciation Right over (B) the grant price per Share, times (ii) the
number of Shares covered by the Stock Appreciation Right. The Committee shall 
determine whether a Stock Appreciation Right shall be settled in cash, Shares 
or a combination of cash and Shares.
 
                  (c) Other Terms and Conditions. Subject to the terms of the
Plan and any applicable Award Agreement, the Committee shall determine, at or
after the grant of a Stock Appreciation Right, the term, methods of exercise,
methods and form of settlement, and any other terms and conditions of the Stock
Appreciation Right. Any such determination by the Committee may be changed by
the Committee from time to time and may govern the exercise of Stock
Appreciation Rights granted or exercised prior to such determination as well as
Stock Appreciation Rights granted or exercised thereafter. The Committee may
impose such conditions or restrictions on the exercise of any Stock Appreciation
Right as it shall deem appropriate.
 
                  8.       Other Stock-Based Awards.
                           ------------------------
 
                  The Committee, in its sole discretion, may grant Awards of
Shares, rights to purchase Shares, Awards of restricted Shares, Awards of
phantom stock units and other Awards that are valued in whole or in part by
reference to, or are otherwise based on the Fair Market Value of, Shares ("OTHER
STOCK-BASED AWARDS"). Such Other Stock-Based Awards shall be in such form, and
dependent on such conditions, as the Committee shall determine, including,
without limitation, the right to receive one or more Shares (or the equivalent
cash value of such Shares) upon the completion of a specified period of service,
the occurrence of an event and/or the attainment of performance objectives.
Other Stock-Based Awards may be granted alone or in addition to any other Awards
granted under the Plan. Subject to the provisions of the Plan, the Committee
shall determine: (a) to whom and when Other Stock-Based Awards will be made; (b)
the number of Shares to be awarded under (or otherwise related to) such Other
Stock-Based Awards; (c) whether such Other Stock-Based Awards shall be settled
in cash, Shares or a combination of cash and Shares; and (d) all other terms and
conditions of such Other Stock-Based Awards (including, without limitation, the
vesting provisions thereof and provisions ensuring that all Shares so awarded
and issued shall be fully paid and non-assessable).
 
                  9.       Adjustments Upon Certain Events.
                           -------------------------------
 
                  Notwithstanding any other provisions in the Plan to the
contrary, the following provisions shall apply to all Awards granted under the
Plan:
 
                  (a) Generally. In the event of any change in the outstanding
Shares after the Effective Date by reason of any Share dividend or split,
reorganization, recapitalization, merger, consolidation, spin-off, combination
or transaction or exchange of Shares or other corporate exchange, or any
distribution to shareholders of Shares other than regular cash dividends or any
transaction similar to the foregoing, the Committee in its sole discretion and
without liability to any person may make such substitution or adjustment, if
any, as it deems to be equitable, as to (i) the number or kind of Shares or
other securities issued or reserved for issuance pursuant to the Plan or
pursuant to outstanding Awards, (ii) the Option Price and/or (iii) any other
affected terms of such Awards.
 
                  (b) Change of Control. In the event of a Change of Control
after the Effective Date, the Committee may, in its sole discretion, provide for
the (i) termination of an Award upon the consummation of the Change of Control,
but only if such Award has vested and been paid out or the Participant has been
permitted to exercise the Option in full for a period of not less than 30 days
prior to the Change of Control, (ii) acceleration of all or any portion of an
Award, (iii) payment of an amount (in cash or, in the discretion of the
Committee, in the form of consideration paid to shareholders of the Company in
connection with such Change of Control) in exchange for the cancellation of an
Award, which, in the case of Options and Stock Appreciation Rights, may equal
the excess, if any, of the Fair Market Value of the Shares subject to such
Options or Stock Appreciation Rights over the aggregate Option Price or grant
price of such Option or Stock Appreciation Rights, and/or (iv) issuance of
substitute Awards that will substantially preserve the otherwise applicable
terms of any affected Awards previously granted hereunder.
 
                  10.      No Right to Employment or Awards.
                           --------------------------------
 
                  The granting of an Award under the Plan shall impose no
obligation on the Company or any of its Affiliates to continue the employment of
a Participant and shall not lessen or affect the Company's or its Affiliates'
rights to terminate the employment 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. 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).
 
                  11.      Successors and Assigns.
                           ----------------------
 
                  The Plan shall be binding on all successors and assigns of the
Company and a Participant, including without limitation, the estate of such
Participant and the executor, administrator or trustee of such estate, or any
receiver or trustee in bankruptcy or representative of the Participant's
creditors.
 
                  12.      Nontransferability of Awards.
                           ----------------------------
 
                  Unless otherwise determined by the Committee, an Award shall
not be transferable or assignable by the Participant other than by will or by
the laws of descent and distribution. An Award exercisable after the death of a
Participant may be exercised by the legatees, personal representatives or
distributees of the Participant.
 
                  13.      Awards Subject to the Plan.
                           --------------------------
 
                  In the event of a conflict between any term or provision
contained in the Plan and a term or provision in any Award Agreement, the
applicable terms and provisions of the Plan will govern and prevail.
 
                  14.      Severability.
                           -----------
 
                  If any provision of the Plan or any Award is, becomes or is
deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any
Person or Award, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to the applicable laws, or if it cannot be construed or deemed
amended without, in the determination of the Committee, materially altering the
intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, Person or Award and the remainder of the Plan and any such Award
shall remain in full force and effect.
 
                  15.      Amendments or Termination.
                           -------------------------
 
                  (a) Amendments or Termination of the Plan. The Committee may
amend, alter or discontinue the Plan, but no amendment, alteration or
discontinuation shall be made which, without the written consent of a
Participant, would diminish any of the rights of the Participant under any Award
theretofore granted to such Participant under the Plan; provided, however, that
the Committee may amend the Plan in such manner as it deems necessary to permit
the granting of Awards meeting the requirements of the Code or other applicable
laws.
 
                  (b) Amendments to Awards. The Committee may waive any
conditions or rights under, amend any terms of, or alter, suspend, discontinue,
cancel or terminate, any Award theretofore granted, prospectively or
retroactively; provided that no waiver, amendment, alteration, suspension,
discontinuation, cancellation or termination shall impair the rights of any
Participant or any holder or beneficiary of any Award theretofore granted
without the consent of the affected Participant, holder or beneficiary.
 
                  16.      Governing Law.
                           -------------
 
                  The Plan shall be governed by and construed in accordance with
the laws of the State of New York, without regard to conflicts of laws.
 
                  17.      Effectiveness of the Plan.
                           -------------------------
 
                  The Plan shall be effective as of the Effective Date.