BURLINGTON INDUSTRIES INC /DE/
AMENDED AND RESTATED 1995 EQUITY INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>AMENDED AND RESTATED 1995 EQUITY INCENTIVE PLAN
<TEXT>



                           BURLINGTON INDUSTRIES, INC.
                              AMENDED AND RESTATED
                           1995 EQUITY INCENTIVE PLAN


         1. Purpose. The Burlington Industries,  Inc. 1995 Equity Incentive Plan
(the "Plan") is intended to enhance the ability of Burlington Industries,  Inc.,
a Delaware  corporation  (the  "Company"),  to attract,  retain and motivate key
executives  and employees of the Company,  its  affiliates or  subsidiaries,  by
providing such persons with an  opportunity to obtain a proprietary  interest in
the Company and by rewarding  them for their  contribution  to the Company.  The
Company   believes  that  providing  key  executives  and  employees  with  such
opportunities   and  rewards   serves  the  best   interests  of  the  Company's
shareholders.

         2.       Definitions.  As used herein:
                  -----------

"Agreement" means the agreement described in Section 8 hereof.

"Award"  means  Options,   Performance  Units,  Stock  Appreciation  Rights  and
Restricted Shares.

"Beneficiary"  or  "Beneficiaries"  means the person or persons  designated by a
Participant  pursuant to the provisions of the Agreement to receive  payments or
rights  pursuant  to  such  Agreement  upon  the  Participant's   death.  If  no
Beneficiary  is so designated by a Participant or if no Beneficiary is living at
the time a payment is due pursuant to such Agreement,  payments shall be made to
the estate of such  Participant.  The Agreement shall provide a Participant with
the right to change the  designated  Beneficiaries  from time to time by written
instrument  executed  by  the  Participant  and  filed  with  the  Committee  in
accordance with such rules as may be specified by the Committee.

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 14 hereof.

"Code" means the Internal Revenue Code of 1986, as amended,  and the regulations
promulgated thereunder.

"Committee" means the committee of the Board described in Section 5 hereof.

"Common Stock" means the Common Stock of the Company, par value $0.01 per share,
or such other class or kind of shares or other  securities  as may be applicable
under Section 13 hereof.

"Effective Date" means the date described in Section 3 hereof.

"Exchange  Act" means the Securities  Exchange Act of 1934, as amended,  and the
rules and  regulations  thereunder,  as such act,  rules or  regulations  may be
amended from time to time.

"Fair  Market  Value"  means the closing  price of a share of Common  Stock on a
specified date as reported in the New York Stock Exchange Composite Transactions
for such date,  or such other  measurement  of value as may be  specified by the
Committee from time to time.

"Free-Standing  Stock  Appreciation  Right" means a Stock Appreciation Right not
granted in tandem with an Option.

"Grant  Date"  means,  with  respect to any Award,  the date  designated  by the
Committee as the date on which such Award was granted.

"Incentive  Stock  Option"  means an Option  which is  intended to qualify as an
incentive stock option under Section 422(b) of the Code.

"Initial  Value"  means the  initial  value,  if any, of a  Free-Standing  Stock
Appreciation  Right,  as determined at the time of grant by the Committee in its
discretion and as set forth in the applicable Agreement; provided, however, that
the Initial  Value of a Stock  Appreciation  Right shall be no less than 100% of
the Fair Market Value of a share of Common Stock as of the Grant Date.

"Non-qualified Stock Option" means an Option which is not intended to qualify as
an Incentive Stock Option.

"Option"  means an option to  purchase  shares of Common  Stock,  subject to the
terms and conditions provided for in Section 9 hereof.

"Option Price" means the exercise price of an Option,  as determined at the time
of grant by the Committee in its  discretion  and as set forth in the applicable
Agreement;  provided,  however, that the Option Price shall be no less than 100%
of the Fair Market  Value of a share of Common  Stock as of the Grant Date;  and
provided,  further, that the Option Price of any Incentive Stock Option shall be
subject to the terms set forth in Section 9(a)(iv) hereof.

"Participant" means a key employee of the Company, or one of its subsidiaries or
affiliates,  who is  designated  by the  Committee to receive an Award under the
Plan.

"Performance Goals" have the meaning set forth in Section 7 hereof.  Performance
Goals shall be objective and pre-established by the Committee within the meaning
of Section 162(m) of the Code and the  regulations  promulgated  thereunder,  as
amended from time to time.

"Performance  Period"  means a fixed  period of time,  pre-  established  by the
Committee,  during  which a  Participant  performs  service  for the Company and
during which Performance Goals may be achieved.

"Performance  Unit" means a right whose value is  determined  with  reference to
attaining  Performance  Goals for a Performance  Period or such other measure as
may be approved by the Committee,  from time to time, and which is paid in cash,
shares of Common Stock or a combination  thereof, as determined by the Committee
in its discretion,  subject to the terms and conditions  provided for in Section
11 hereof.

"Plan" means the Burlington Industries,  Inc. 1995 Equity Incentive Plan, as the
same may be amended, from time to time, in accordance with Section 15 hereof.

"Restricted  Shares" means  restricted  shares of Common  Stock,  subject to the
terms and conditions provided for in Section 12 hereof.

"Section 162(m) Participant" means, for a given fiscal year of the Company,  any
Participant  designated by the  Committee  not later than 90 days  following the
start of such year as a  Participant  (or such other time as may be  required or
permitted by Section 162(m) of the Code) whose compensation for such fiscal year
may be subject to the limit on deductible compensation imposed by Section 162(m)
of the Code.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and
regulations  thereunder,  as such law, rules and regulations may be amended from
time to time.

"Stock  Appreciation  Right" or "SAR" means a right to receive the appreciation,
if any, in the Fair Market  Value of one share of Common  Stock,  subject to the
terms and conditions provided for in Section 10 hereof.

"Tandem Stock  Appreciation  Right" means a Stock  Appreciation Right granted in
tandem with an Option.

"Window  Period" means the  10-business day period in each fiscal quarter of the
Company  commencing  on  the  third  business  day  following  the  release  for
publication  of the Company's  quarterly or annual results of operations for the
next  preceding  fiscal  quarter or year,  as the case may be, and ending on the
twelfth business day following such date of release.

         3.  Effective  Date.  The  Plan  shall  become  effective  on the  date
("Effective Date") of its adoption by the Board, subject to approval of the Plan
by the  stockholders of the Company.  Prior to such  stockholder  approval,  the
Committee  may  grant  Awards  conditioned  on  stockholder  approval.  If  such
stockholder approval is not obtained by the first annual meeting of stockholders
to occur after the  adoption  of the Plan by the Board,  the Plan and any Awards
made thereunder shall terminate ab initio and be of no further force and effect.

         4. Maximum  Number of Shares  Available  for Grant;  Maximum  Number of
Options, SARS and Restricted Shares to be Awarded;  Maximum Value of Performance
Units to be Awarded.

                  (a) Subject to adjustment  pursuant to Section 13 hereof,  the
         maximum, aggregate number of shares of Common Stock that may be used to
         settle Awards made under the Plan shall not exceed  3,255,284 shares of
         Common Stock.  Subject to the foregoing,  Awards granted under the Plan
         that constitute  replacements or  substitutions  issued in exchange for
         awards  granted  under the Plan or any other plan of the  Company,  its
         affiliates and subsidiaries, or any entity or business that is acquired
         by the Company, its affiliates or subsidiaries, shall not be considered
         newly granted  Awards for purposes of Section 16.  Notwithstanding  the
         foregoing,  any Awards that have been forfeited,  exchanged or canceled
         or have expired without the relevant  Participant having received value
         in excess of the value of the Award so forfeited,  exchanged,  canceled
         or expired, such as the forfeiture of a Participant's  unvested Options
         upon termination of his/her service (an "Expired Award"),  shall not be
         counted  for  purposes  of  determining  the number of shares of Common
         Stock issued or issuable in  connection  with Awards  granted under the
         Plan. For purposes of the immediately  preceding sentence,  neither (i)
         any Award tendered to the Company or withheld by the Company to satisfy
         tax-withholding  requirements,  nor (ii) any  Restricted  Share that is
         forfeited,  canceled or expires and with respect to which a Participant
         received any dividends or "benefits of  ownership"  (within the meaning
         of the rules under Section 16(b) of the Exchange Act),  shall be deemed
         an Expired Award.

                  (b)  Shares  of  Common  Stock  issued  under  the Plan may be
         authorized and unissued shares or issued and re-acquired shares, as the
         Committee may from time to time determine.

                  (c) The  maximum  number of  Options  that may be granted to a
         Participant  in a given  fiscal  year  of the  Company  may not  exceed
         400,000 Options (to purchase  400,000 shares of Common Stock),  and the
         maximum  number of Stock  Appreciation  Rights that may be granted to a
         Participant  in a given  fiscal  year  of the  Company  may not  exceed
         400,000  Stock  Appreciation  Rights.  The maximum  dollar value of any
         Performance  Unit that may be paid to a  Participant  in a given fiscal
         year of the Company may not exceed $1,000,000.

                  (d) The  number of  Restricted  Shares  that may be granted or
         offered for sale to all Participants  under the Plan shall not exceed a
         total of 20.0% of the  maximum,  aggregate  number  of shares of Common
         Stock  that  may be  used to  settle  Awards  made  under  the  Plan in
         accordance with Section 4(a) hereof.

         5.       Administration.
                  --------------

                  (a) The Plan shall be  administered  by the  Committee,  which
         shall be appointed by the Board and which shall  consist of two or more
         members of the Board. Each of the members of the Committee shall at all
         times during service as a member of the Committee  qualify with respect
         to the Plan as a  "Non-Employee  Director"  within the  meaning of Rule
         16b-3 under the  Exchange Act and as an "outside  director"  within the
         meaning of Section  162(m) of the Code.  The Committee  shall have full
         power and  authority to interpret  and construe the  provisions  of the
         Plan and of any  Agreements  under  the  Plan  and make  determinations
         pursuant  to any Plan  provision  or  Agreement.  Each  interpretation,
         determination or other action made or taken pursuant to the Plan by the
         Committee shall be final, conclusive and binding on all persons.

                  (b) No member of the  Committee  shall be liable for  anything
         whatsoever in  connection  with the  administration  of the Plan except
         such member's own willful misconduct.  Under no circumstances shall any
         member of the  Committee be liable for any act or omission of any other
         member of the  Committee.  In the  performance  of its  functions  with
         respect  to the Plan,  the  Committee  shall be  entitled  to rely upon
         information  and  advice  furnished  by  the  Company's  officers,  the
         Company's  accountants,  the Company's  counsel and any other party the
         Committee  deems  necessary,  and no member of the  Committee  shall be
         liable  for any  action  taken or not taken in  reliance  upon any such
         advice.

         6. Grant or Offer of Awards.  The Committee  shall,  from time to time,
select  and  make  grants  of  Awards  or  offers  for  the  sale of  Awards  to
Participants.

         7.  Establishment  of Performance  Goals.  Awards of Performance  Units
hereunder shall be based, and Awards of Restricted Shares hereunder may be based
(in the Committee's  discretion),  upon Performance Goals pre-established by the
Committee with respect to a Performance  Period.  The Performance Goals shall be
based on one or more of the following criteria to be attained by the Company (or
a subsidiary or division thereof):  (i) earnings before interest and taxes, (ii)
return on investment,  (iii) earnings per share, (iv) return on equity,  and (v)
earnings before interest,  taxes,  depreciation and amortization.  The Committee
shall  certify in writing that a  Performance  Goal has been  attained  prior to
payment of any Award based on such Performance  Goal.  Performance  Goals may be
revised  by the  Committee,  at such  times as it deems  appropriate  during the
Performance Period, in order to take into consideration any unforeseen events or
changes in circumstances.

         8.       Agreement; Transferability of Awards.
                  ------------------------------------

                  (a)  Agreement.  The terms  and  conditions  of each  grant of
         Awards shall be embodied in a written  agreement (the "Agreement") in a
         form approved by the Committee and delivered to the Participant as soon
         as practicable  following the Grant Date.  The Agreement  shall contain
         terms and  conditions  not  inconsistent  with the Plan and which shall
         incorporate the Plan by reference.  Each Agreement shall: (a) state the
         Grant Date of the Award,  the number of shares  issuable in  connection
         with the Award or the number of Performance Units,  Free-Standing Stock
         Appreciation  Rights or Restricted  Shares related to the Award, as the
         case  may  be,  as  well  as  the  exercisability,  payment  and  other
         restrictions  applicable to the Award,  as determined by the Committee,
         and  (i)  in  the  case  of  Options  (and  any  related  Tandem  Stock
         Appreciation  Rights), the Option Price, (ii) in the case of Restricted
         Shares,  the purchase  price, if any, for such  Restricted  Shares,  or
         (iii) in the  case of  Free-Standing  Stock  Appreciation  Rights,  the
         Initial Value thereof and the maximum  number of shares of Common Stock
         that may be issued in connection therewith;  (b) specify any applicable
         vesting schedule;  (c) in the case of Options, state whether the Option
         is intended to qualify as an Incentive  Stock Option;  (d) provide that
         Restricted Shares shall only be transferable  after they vest and that,
         subject  to  Section  8(b)  hereof,  all  other  Awards  shall  not  be
         transferable by the  Participant  otherwise than by will or the laws of
         descent and distribution or pursuant to a qualified  domestic relations
         order as such term is  defined  in the Code or Title I of the  Employee
         Retirement  Income  Security  Act of 1974,  as  amended,  or the  rules
         thereunder,  and  during  the  Participant's  lifetime  shall  only  be
         exercisable by or paid to the  Participant;  (e) provide that shares of
         Common Stock  acquired  pursuant to such Award shall not be transferred
         for six months  following the Grant Date of such Award; (f) provide for
         the  treatment  of  Awards  in  the  event  of the  termination  of the
         Participant's  employment;  (g) in the  case  of a  Stock  Appreciation
         Right, provide that such Stock Appreciation Right may be exercised only
         during a Window  Period  and may only be  exercised  six months or more
         after its Grant Date;  (h) in the case of a Performance  Unit,  provide
         that such  Performance  Unit will be  payable  only on a fixed date (at
         least six months  after the Grant Date) set forth in the  Agreement  or
         (at  the  Committee's  discretion  and  subject  to such  terms  as the
         Committee may impose) incident to the Participant's death,  disability,
         retirement  or  termination  of  employment;  (i)  provide  such  other
         additional or alternative terms as may, in the Committee's  discretion,
         be advisable to comply with the exemptive relief provided by Rule 16b-3
         under the Exchange  Act;  (j) provide such other terms and  conditions,
         not  inconsistent  with the Plan, as the Committee may deem  advisable;
         and (k) be signed by the recipient of the Award and a person designated
         by the Committee. Notwithstanding the foregoing, in the case of clauses
         (e), (g), and (h) above, the six-month holding period and Window Period
         requirements  referred  to therein  shall  only  apply to  Participants
         subject to the reporting  requirements of Section 16(a) of the Exchange
         Act.

                  (b) Transferability.  Notwithstanding Section 8(a) hereof, the
         Committee  may,  subject to such terms and  conditions as the Committee
         shall  specify,  permit  the  transfer  of an Award to a  Participant's
         family members or to one or more trusts established in whole or in part
         for  the  benefit  of one or more of  such  family  members;  provided,
         further,  that the  restrictions  in this  sentence  shall not apply to
         shares of Common Stock  received in connection  with an Award after the
         date that the restrictions on  transferability of such shares set forth
         in the  applicable  Agreement  have lapsed.  During the lifetime of the
         Participant,  an Option,  Stock  Appreciation  Right or similar-type of
         Award shall be  exercisable  only by the  Participant  or by the family
         member or trust to whom such Option,  Stock Appreciation Right or other
         Award has been transferred in accordance with the previous sentence.

         9.       Terms of Options.
                  ----------------

                  (a) Terms of Options Generally.  Options may be granted to any
         Participant  to  purchase  such  number of  shares of Common  Stock and
         having such terms as the  Committee  shall  determine  in exchange  for
         payment  of the  Option  Price in cash,  or, in the  discretion  of the
         Committee and to the extent  provided in the applicable  Agreement,  in
         shares  of  Common  Stock  already  owned by the  Participant,  through
         withholding of Common Stock subject to the Option with a value equal to
         the exercise price, in other property acceptable to the Committee or in
         any combination of cash, shares of Common Stock or such other property,
         or such other manner of settlement of the Option Price as the Committee
         shall  determine.  Options granted under the Plan shall comply with the
         terms and conditions set forth in this Section 9.

                           (i)  Vesting.  Each  Option  shall  vest  and  become
                  exercisable as determined by the Committee and as set forth in
                  the applicable Agreement.

                           (ii)  Duration  of  Options.  Each  Option  shall  be
                  effective  for  such  term  as  shall  be  determined  by  the
                  Committee and set forth in the Agreement;  provided,  however,
                  that  no  Option  shall  be   exercisable   beyond  the  tenth
                  anniversary of the Grant Date of such Option.

                           (iii)  Exercise  Price.  The price at which shares of
                  Common  Stock may be  purchased  under an Option  shall not be
                  less than 100% of the Fair Market Value of the Common Stock on
                  the Grant Date.

                           (iv)  Incentive  Stock  Options  Granted  to  Certain
                  Shareholders. No Incentive Stock Option may be issued pursuant
                  to the terms of the Plan to any  individual  who,  at the time
                  the Option is granted,  owns stock possessing more than 10% of
                  the total combined voting power of all classes of stock of the
                  Company  or any of its  subsidiaries,  unless  (A) the  Option
                  Price  determined as of the Grant Date is at least 110% of the
                  Fair  Market  Value on the Grant  Date of the shares of Common
                  Stock  subject to such  Option,  and (B) the  Incentive  Stock
                  Option is not exercisable  more than five years from the Grant
                  Date thereof.

                  (b) Effect of Exercise on Related  Tandem  Stock  Appreciation
         Rights.  The exercise of an Option shall result in the  cancellation of
         any  related  Tandem  Stock  Appreciation  Rights on a  share-for-share
         basis.

                  (c)   Limitation   on  Exercise.   The  Option  shall  not  be
         exercisable  unless the offer and sale of the Common  Stock  subject to
         the Option has been registered under the Securities Act, or the Company
         has determined that an exemption from registration under the Securities
         Act is  available  and  applicable  to the offer and sale of the Common
         Stock subject to the Option.

                  (d) Delivery of Certificate.  As soon as practicable following
         the exercise of an Option,  a  certificate  in the  Participant's  name
         evidencing the  appropriate  number of shares of Common Stock issued in
         connection with such exercise shall be delivered to the Participant.


10.      Terms of Stock Appreciation Rights.
         ----------------------------------

                  (a) Terms of Stock Appreciation  Rights Generally.  Each Stock
         Appreciation  Right  granted under the Plan shall comply with the terms
         and conditions set forth in this Section 10.

                           (i) Grants of Stock Appreciation  Rights. Each Tandem
                  Stock  Appreciation  Right shall  relate to a specific  Option
                  granted  under  the Plan and in the  case of  Incentive  Stock
                  Options may be granted  only  concurrently  with the Option to
                  which it relates.  In the case of Non-qualified Stock Options,
                  Tandem  Stock  Appreciation  Rights may be granted at any time
                  prior  to the  exercise,  termination  or  expiration  of such
                  Option. Free-Standing Stock Appreciation Rights may be granted
                  by the Committee at any time to any Participant.

                           (ii)   Vesting,   Exercise   and  Duration  of  Stock
                  Appreciation  Rights. A Tandem Stock  Appreciation Right shall
                  be  exercisable  by a  Participant  only at such  times as the
                  Option  to  which  it  relates  may  be  exercised,  shall  be
                  forfeited  when the related Option is forfeited and may expire
                  no later  than the  expiration  of the  related  Option.  Each
                  Free-Standing  Stock  Appreciation Right shall vest and become
                  exercisable as determined by the Committee and as set forth in
                  the applicable Agreement.

                           (iii) Value of Stock  Appreciation  Rights.  A vested
                  Stock  Appreciation  Right  shall  entitle  a  Participant  to
                  receive  from the  Company,  upon  exercise  of the right,  an
                  amount  (payable  in the manner  described  in  Section  10(c)
                  hereof) equal to the Fair Market Value on the exercise date of
                  the Stock  Appreciation Right of the total number of shares of
                  Common  Stock  for  which  the  Stock  Appreciation  Right  is
                  exercised,  less (A) in the case of Tandem Stock  Appreciation
                  Rights,  the  Option  Price  that the  Participant  would have
                  otherwise been required to pay to purchase such shares had the
                  Option been exercised  with respect to such shares,  or (B) in
                  the case of a  Free-Standing  Stock  Appreciation  Right,  the
                  Initial Value.

                           (iv)  Number  of  Shares  Covered  by a Tandem  Stock
                  Appreciation  Right.  In no case may the  number  of shares of
                  Common  Stock  covered by a Tandem  Stock  Appreciation  Right
                  exceed  the  number of shares of Common  Stock  covered by the
                  related Option.

                  (b) Effect of Exercise of Tandem Stock  Appreciation  Right on
         Related Option. The exercise of a Tandem Stock Appreciation Right shall
         automatically  result in the  cancellation  of the related  Option on a
         share-for-share  basis,  and the  shares of  Common  Stock  which  were
         related to such Option shall not again be available  for future  grants
         or sales of Awards.

                  (c) Payment.  Payment to a Participant  upon the exercise of a
         Stock Appreciation Right shall be made as soon as practicable following
         such exercise and, in the discretion of the  Committee,  may be made in
         cash, in shares of Common Stock or a combination  of cash and shares of
         Common  Stock;  provided,  however,  that payment  shall not be made in
         Common  Stock  unless the Common  Stock has been  registered  under the
         Securities  Act, or the Company has determined  that an exemption under
         such Act is available  and  applicable  to such exercise and payment in
         Common Stock.

                  (d) Delivery of Certificate.  As soon as practicable following
         the  exercise  of a Stock  Appreciation  Right that is paid in whole or
         part in Common Stock, a certificate  evidencing the appropriate  number
         of shares of Common Stock issued in connection with such exercise shall
         be delivered to the Participant.

         11.      Terms of Performance Units.
                  --------------------------

                  (a) Terms of Performance  Units Generally.  Performance  Units
         may be  granted  to any  Participant.  The  Performance  Units  granted
         hereunder  shall comply with the terms and conditions set forth in this
         Section 11.

                           (i)  Measurement  of Value of  Performance  Units.  A
                  vested  Performance  Unit shall  entitle  the  Participant  to
                  receive from the Company,  on such date as the  Committee  may
                  determine in its discretion and as set forth in the applicable
                  Agreement,  an amount whose value is determined with reference
                  to attaining Performance Goals for a Performance Period as set
                  forth in the applicable Agreement.

                           (ii)  Vesting.  Each  Performance  Unit shall vest as
                  determined by the Committee and as set forth in the applicable
                  Agreement.

                  (b)  Payment.  Payment  to a  Participant  with  respect  to a
         Performance  Unit shall be made in the discretion of the Committee,  in
         cash, in shares of Common Stock or a combination  of cash and shares of
         Common  Stock;  provided,  however,  that payment  shall not be made in
         Common  Stock  unless the Common  Stock has been  registered  under the
         Securities Act in connection  therewith,  or the Company has determined
         that an exemption  under such Act is available  and  applicable to such
         exercise and payment in Common Stock.

                  (c) Delivery of  Certificate.  Upon  payment of a  Performance
         Unit  that is paid in  whole or part in  Common  Stock,  a  certificate
         evidencing the  appropriate  number of shares of Common Stock issued in
         connection with such exercise shall be delivered to the Participant.

         12.      Terms of Restricted Shares.
                  --------------------------

                  (a) Terms of Restricted  Shares  Generally.  Restricted Shares
         may be granted or offered for sale to any  Participant,  may be granted
         solely in consideration  for services rendered or to be rendered to the
         Company, or its subsidiaries or affiliates,  and may also be granted in
         substitution  and exchange for restricted  property (within the meaning
         of Section 83 of the Code) held by a Participant.  If Restricted Shares
         are offered for sale hereunder,  the purchase price shall be payable in
         cash, or, in the discretion of the Committee and to the extent provided
         in the applicable Agreement, in shares of Common Stock already owned by
         the  Participant,  in other  property  or in any  combination  of cash,
         shares of Common Stock or such other  property.  The Restricted  Shares
         granted or offered for sale under the Plan shall  comply with the terms
         and conditions set forth in this Section 12.

                  (b) Purchase Price; Offering Period. Restricted Shares offered
         for sale shall be sold at a purchase  price  determined  at the time of
         offering by the  Committee  in its  discretion  and as set forth in the
         applicable Agreement.

                  (c) Delivery of  Certificate.  At the time of grant or sale of
         Restricted  Shares  to a  Participant,  a  certificate  evidencing  the
         appropriate  number of shares of Common  Stock  granted  or sold to the
         Participant as Restricted  Shares shall be issued in the  Participant's
         name but shall be subject to a substantial  risk of  forfeiture  within
         the  meaning of Section 83 of the Code and shall be held by the Company
         for the account of the  Participant  until such time as such Restricted
         Shares vest hereunder.  Upon such vesting,  the certificate  evidencing
         such shares shall be delivered to the Participant.

                  (d) Vesting. Each Restricted Share shall vest as determined by
         the  Committee and as set forth in the  applicable  Agreement but in no
         event  in less  than  three  substantially  equal  annual  installments
         beginning one year from the Grant Date.  Notwithstanding the foregoing,
         the vesting of each Restricted Share which is subject to the attainment
         of Performance Goals for the relevant Performance Period established by
         the Committee shall not vest in less than one year.

         13.      Certain Adjustments.
                  -------------------

                  (a) Effect of  Reorganization.  Subject to the  provisions  of
         Section  14  hereof,  in the event  that (i) the  Company  is merged or
         consolidated  with another  corporation,  (ii) all or substantially all
         the assets of the Company are acquired by another  corporation,  person
         or entity,  (iii) the Company is reorganized,  dissolved or liquidated,
         or (iv) the division or  subsidiary  for which a  Participant  performs
         services is sold, merged, consolidated, reorganized or liquidated (each
         such event in (i), (ii), (iii) or (iv) being hereinafter referred to as
         a  "Reorganization  Event"),  or (v) the Board shall  propose  that the
         Company enter into a Reorganization Event, then the Committee shall (A)
         make  appropriate  adjustment  in the number  and kind of Common  Stock
         reserved  for Awards  that may be granted  or offered  pursuant  to the
         Plan, and (B) with respect to then outstanding Awards, make appropriate
         adjustments to provide each  Participant  with a benefit  equivalent to
         that which he/she would have been  entitled to had such  Reorganization
         Event not occurred.

                  (b)  Dilution and Other  Adjustments.  In the event of a stock
         dividend, stock split,  recapitalization,  exchange of shares, warrants
         or rights  offering to purchase  Common Stock at a price  substantially
         below fair market value or other  similar  event  affecting  the Common
         Stock,  the Committee  shall adjust the number and kind of Common Stock
         reserved  for Awards  that may be granted  or offered  pursuant  to the
         Plan,  and shall make any or all of the following  adjustments  that in
         its  discretion  it  deems  necessary  or  advisable  to  provide  each
         Participant  with a benefit  equivalent  to that to which  he/she would
         have been entitled had such event not  occurred:  (i) adjust the number
         of Awards  granted  or offered  to each  Participant  and the number of
         Awards that may be granted or offered  generally  pursuant to the Plan,
         (ii) adjust the Option  Price of any  Options and the Initial  Value of
         any Appreciation Rights, and (iii) make any other adjustments,  or take
         such action, as the Committee,  in its discretion,  deems  appropriate.
         Such  adjustments  shall be  conclusive  and binding for all  purposes.
         Unless otherwise determined by the Committee, such adjustments shall be
         subject to the same  vesting  schedule  and  restrictions  to which the
         underlying Award is subject. No fractional shares of Common Stock shall
         be reserved or  authorized  by any such  adjustment.  In the event of a
         change  in the  Common  Stock  which  is  limited  to a  change  in the
         designation thereof to "Capital Stock" or other similar designation, or
         to a change  in the par  value  thereof,  or from  par  value to no par
         value, without increase or decrease in the number of issued shares, the
         shares  resulting  from any such  change  shall be  deemed to be Common
         Stock within the meaning of the Plan.

         14.      Change of Control.
                  -----------------

                  (a)  Notwithstanding  any other  provision  of the Plan or any
         Agreement,  the Committee shall have the authority in its discretion to
         provide for the  accelerated  vesting and/or payment of Awards (with or
         without regard to the achievement of Performance Goals) in the event of
         a Change of Control or in the event of a determination by the Committee
         that a Change of Control may occur.

                  (b) For purposes of this Section 14, "Change of Control" means
         that any of the following events shall have occurred:

                           (i)  The  Company  is  merged  or   consolidated   or
                  reorganized  into  or  with  another  corporation,  person  or
                  entity,  and as a  result  of such  merger,  consolidation  or
                  reorganization  less than a majority  of the  combined  voting
                  power of the then outstanding  securities of such corporation,
                  person or entity  immediately  after such transaction are held
                  in the  aggregate by the holders of Voting Stock (as that term
                  is hereafter defined) of the Company immediately prior to such
                  transaction;

                           (ii) The Company sells or otherwise  transfers all or
                  substantially  all of its  assets  to any  other  corporation,
                  person or  entity,  and less than a majority  of the  combined
                  voting  power  of  the  then-outstanding  securities  of  such
                  corporation,  person or entity  immediately after such sale or
                  transfer  is held in the  aggregate  by the  holders of Voting
                  Stock  of the  Company  immediately  prior  to  such  sale  or
                  transfer;

                           (iii)  There is a report  filed  on  Schedule  13D or
                  Schedule  14D-1 of the  Exchange  Act by a person other than a
                  person that  satisfies the  requirements  of Rule  13d-1(b)(1)
                  under the Exchange Act for filing such report on Schedule 13G,
                  which report as filed  discloses  that any person (as the term
                  "person" is used in Section  13(d)(3)  or Section  14(d)(2) of
                  the Exchange Act) has become the beneficial owner (as the term
                  "beneficial  owner" is  defined  under  Rule  13d-3  under the
                  Exchange Act) after July 28, 1993 of  securities  representing
                  12.5%   or  more  of  the   combined   voting   power  of  the
                  then-outstanding  securities entitled to vote generally in the
                  election of Directors of the Company ("Voting Stock");

                           (iv) The  Company  files a report or proxy  statement
                  with the  Securities and Exchange  Commission  pursuant to the
                  Exchange  Act  disclosing  in response to Form 8-K or Schedule
                  14A that a change in  control of the  Company  has or may have
                  occurred  or will or may occur in the future  pursuant  to any
                  then-existing contract or transaction; or

                           (v) If during  any period of two  consecutive  years,
                  individuals who at the beginning of any such period constitute
                  the   Directors  of  the  Company  cease  for  any  reason  to
                  constitute at least a majority  thereof,  unless the election,
                  or the nomination for election by the Company's  stockholders,
                  of each  Director of the  Company  first  elected  during such
                  period was  approved by a vote of at least  two-thirds  of the
                  Directors  of the  Company  then  still  in  office  who  were
                  Directors of the Company at the beginning of any such period.

                  Notwithstanding the foregoing  provisions of Clause (C) or (D)
                  hereof,  a  "Change  of  Control"  shall not be deemed to have
                  occurred  for  purposes  of the Plan  solely  because  (x) the
                  Company,  (y) an  entity  in which  the  Company  directly  or
                  indirectly  beneficially  owns  50%  or  more  of  the  voting
                  securities,  or  (z)  any  Company-sponsored   employee  stock
                  ownership  plan  or any  other  employee  benefit  plan of the
                  Company  (or any  trustee  of any  such  plan on its  behalf),
                  either files or becomes  obligated to file a report or a proxy
                  statement  under or in  response  to  Schedule  13D,  Schedule
                  14D-1,  or Form 8-K or Schedule  14A under the  Exchange  Act,
                  disclosing  beneficial  ownership  by it of  shares  of Voting
                  Stock, whether in excess of 12.5% or otherwise, or because the
                  Company reports that a Change of Control of the Company has or
                  may have occurred or will or may occur in the future by reason
                  of such beneficial ownership.

         15.  Amendment of the Plan.  The Board may at any time and from time to
time modify, amend, suspend or terminate the Plan in whole or in part; provided,
however,  that (i) any amendment  which must be approved by the  shareholders of
the Company in order to maintain the continued  qualification  of the Plan under
Rule 16b-3 under the Exchange  Act shall not be effective as to any  Participant
subject to the  provisions  of Section 16 of the  Exchange  Act unless and until
such  shareholder  approval has been obtained,  and (ii) any amendment  which is
otherwise  required  by law  (including  the  Code) or by the rules of any stock
exchange upon which shares of Common Stock are traded which require  shareholder
approval  thereof  shall not be  effective  unless  and until  such  shareholder
approval has been obtained in compliance  with such rule or law. No termination,
modification  or  amendment  of  the  Plan  may,  without  the  consent  of  the
Participant  to whom an Award has been granted,  adversely  affect the rights of
such Participant under such Award.

         16.  Termination.  Unless previously  terminated pursuant to Section 15
hereof,  the  Plan  shall  terminate  on the  fifth  anniversary  of the date of
stockholder approval of the Plan, and no further Awards may be granted hereunder
after such date.  Awards then outstanding may continue to be exercised,  vest or
be paid in accordance with their terms.

         17. Use of Proceeds. The proceeds received by the Company from the sale
of Common Stock  pursuant to the sale or exercise of Awards under the Plan shall
be added to the Company's general funds and used for general corporate purposes.

         18.      Miscellaneous.
                  -------------

                  (a) No  Rights  to  Grants  or  Continued  Service.  Except as
         expressly provided for in the Plan, no Participant shall have any claim
         or  right  to be  granted  an Award  under  the  Plan,  nor  shall  any
         Participant  have a right to  receive  payment  of an Award in any form
         other than as the  Committee  shall  approve.  Neither the Plan nor any
         action taken hereunder shall be construed as giving any Participant any
         right to be retained in the employ or service of the Company.

                  (b) No  Restriction  on Right of Company  to Effect  Corporate
         Changes.  Nothing  in the Plan  shall  affect the right or power of the
         Company  or  its   shareholders   to  make  or  authorize  any  or  all
         adjustments, recapitalizations, reorganizations or other changes in the
         Company's  capital  structure  or  its  business,   or  any  merger  or
         consolidation of the Company, or any issue of stock, options,  warrants
         or rights to purchase stock or of bonds, debentures, preferred or prior
         preference  stocks  whose  rights are  superior to or affect the Common
         Stock  or  the  rights  thereof  or  which  are  convertible   into  or
         exchangeable for Common Stock, or the dissolution or liquidation of the
         Company,  or any sale or  transfer  of all or any part of its assets or
         business,  or any  other  corporate  act or  proceeding,  whether  of a
         similar character or otherwise.

                  (c) Governing Law. The Plan,  and all agreements  entered into
         under the Plan shall be  construed in  accordance  with and governed by
         the internal laws of the State of New York.

                  (d)  Withholding.  As a condition  to the making of any Award,
         the  vesting or  payment of any Award or the lapse of the  restrictions
         pertaining  thereto,   the  Company  may,  in  the  discretion  of  the
         Committee,  require the  Participant  to pay such sum to the Company as
         may be necessary to discharge the Company's obligations with respect to
         any  taxes,  assessments  or  other  governmental  charges  imposed  on
         property or income  received by a Participant  pursuant to the Plan. In
         the  discretion  of the  Committee,  such payment may be in the form of
         cash or other property. In the discretion of the Committee, the Company
         may  make  available  for  delivery  a  lesser  number  of  shares,  in
         satisfaction of such taxes,  assessments or other governmental charges.
         At the discretion of the Committee,  the Company may deduct or withhold
         from any  payment  or  distribution  to a  Participant  whether  or not
         pursuant to the Plan. In the discretion of the  Committee,  the Company
         may offer loans to Participants to satisfy withholding  requirements on
         such  terms  as  the  Committee  may  determine,  which  loans  may  be
         non-interest bearing.

                  (e)  Shareholder  Rights.  A  Participant  shall  not have any
         dividend,  voting  or other  stockholder  rights by reason of any Award
         prior to the Participant becoming the record holder on the books of the
         Company  of shares of  Common  Stock  pursuant  to such  Award,  and no
         adjustment shall be made for dividends or distributions or other rights
         in respect of any share for which the record  date is prior to the date
         upon which the  Participant  shall become the holder of record thereof;
         provided,  however,  that a  Participant  shall  have all  rights  of a
         shareholder  as to any  Restricted  Shares  sold or  granted to him/her
         (except for any  applicable  risk of  forfeiture  and  restrictions  on
         transferability),  including  the right to  receive  dividends  and the
         right to vote for directors  and upon other matters in accordance  with
         the Company's Certificate of Incorporation; and provided, further, that
         the   Participant   shall  not  have  the  right  to  transfer,   sell,
         hypothecate,  pledge or  otherwise  alienate  any  unvested  Restricted
         Shares.

                  (f)  Headings.  The  headings of Sections  herein are included
         solely for convenience of reference and shall not affect the meaning of
         any of the provisions of the Plan.

As amended and restated April 26, 2000.

</TEXT>
</DOCUMENT>
