ELIZABETH ARDEN INC
EXHIBIT 10.1  2000 STOCK INCENTIVE PLAN, AS AMENDED
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exh_10-1.txt
<DESCRIPTION>EXHIBIT 10.1  2000 STOCK INCENTIVE PLAN, AS AMENDED
<TEXT>
                            ELIZABETH ARDEN, INC.

                          2000 STOCK INCENTIVE PLAN

        1.  PURPOSE.  The Elizabeth Arden, Inc. 2000 Stock Incentive Plan
  (the "Plan") is intended to provide incentives which will attract,
  retain and motivate highly competent persons as officers and employees
  of, and consultants and advisors to, Elizabeth Arden, Inc. (the
  "Company") and its subsidiaries and affiliates, by providing them
  opportunities to acquire shares of the Company's common stock, par value
  $.01 per share (the "Common Stock"), or to receive monetary payments
  based on the value of such shares pursuant to the Benefits (as defined
  below) described herein.  Additionally, the Plan is intended to
  assist in further aligning the interests of the Company's officers,
  employees and consultants and advisors to those of its other
  stockholders.

        2.  ADMINISTRATION.

        (a) The Plan will be administered by a committee (the "Committee")
  appointed by the Board of Directors of the Company from among its
  members (which may be the Compensation Committee) and shall be
  comprised, unless otherwise determined by the Board of Directors, solely
  of not less than two members who shall be (i) "Non-Employee Directors"
  within the meaning of Rule 16b-3(b)(3) (or any successor rule)
  promulgated under the Securities Exchange Act of 1934, as amended (the
  "Exchange Act") and (ii) "outside directors" within the meaning of
  Treasury Regulation Section 1.162-27(e)(3) under Section 162(m) of the
  Internal Revenue Code of 1986, as amended (the "Code").  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 Benefits 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.  No member of the Committee and no 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 Committee and any agent of the Committee
  who is an employee of the Company, a subsidiary or an affiliate 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.

        (b)  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 the subsidiary or affiliate whose employees
  have benefitted from the Plan, as determined by the Committee.


  
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        3.  PARTICIPANTS.  Participants will consist of such officers and
  employees of, and such consultants and advisors to, the Company and its
  subsidiaries and affiliates as the Committee in its sole discretion
  determines to be important or responsible for the success and future
  growth and profitability of the Company and whom the Committee may
  designate from time to time to receive Benefits under the Plan.
  Designation of a participant in any year shall not require the Committee
  to designate such person to receive a Benefit in any other year or, once
  designated, to receive the same type or amount of Benefit 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 their respective Benefits.

        4.  TYPE OF BENEFITS.  Benefits under the Plan may be granted in
  any one or a combination of (a) Stock Options, (b) Stock Appreciation
  Rights, (c) Stock Awards, (d) Performance Awards and (e) Stock Units
  (each as described below, and collectively, the "Benefits").  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 hereof.  Benefits shall be evidenced by
  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.  The aggregate number
  of shares of Common Stock that may be subject to Benefits, including
  Stock Options, granted under this Plan shall be 4,100,000 shares of
  Common Stock, which may be authorized and unissued or treasury shares,
  subject to any adjustments made in accordance with Section 13 hereof.
  The maximum number of shares of Common Stock with respect to which
  Benefits may be granted or measured to any individual participant under
  the Plan during the term of the Plan shall not exceed 1,000,000,
  provided, however, that the maximum number of shares of Common Stock
  with respect to which Stock Options and Stock Appreciation Rights
  may be granted to an individual participant under the Plan during the
  term of the Plan shall not exceed 1,000,000 (in each case, subject to
  adjustments made in accordance with Section 13 hereof).  Any shares of
  Common Stock subject to a Stock Option or Stock Appreciation Right which
  for any reason is cancelled or terminated without having been exercised,
  any shares subject to Stock Awards, Performance Awards or Stock Units
  which are forfeited, any shares subject to Performance Awards settled in
  cash or any shares delivered to the Company as part or full payment for
  the exercise of a Stock Option or Stock Appreciation Right shall again
  be available for Benefits under the Plan.  The preceding sentence shall
  apply only for purposes of determining the aggregate number of shares of
  Common Stock subject to Benefits but shall not apply for purposes of
  determining the maximum number of shares of Common Stock with respect to
  which Benefits (including the maximum number of shares of Common Stock
  subject to Stock Options and Stock Appreciation Rights) that may be
  granted to any individual participant under the Plan.

        6.  STOCK OPTIONS.  Stock Options will consist of awards from the
  Company that will enable the holder to purchase a number of shares of
  Common Stock, at set terms.  Stock Options may be "incentive stock
  options" ("Incentive Stock Options"), within the meaning of Section 422
  of the Code, or Stock Options which do not constitute Incentive Stock
  Options ("Nonqualified Stock Options").  The Committee will have the
  authority to grant to any participant one or more Incentive Stock
  Options, Nonqualified Stock Options, or both types of Stock Options (in
  each case with or without Stock Appreciation Rights).  Each Stock Option
  shall be subject to such terms and conditions consistent with
  the Plan as the Committee may impose from time to time, subject to the
  following limitations:


  
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        (a)  EXERCISE PRICE.  Each Stock Option granted hereunder shall
  have such per-share exercise price as the Committee may determine at the
  date of grant; provided, however, subject to subsection (d) below, that
  the per-share exercise price shall not be less than 100% of the Fair
  Market Value (as defined below) of the Common Stock on the date the
  Stock Option is granted.

        (b)  PAYMENT OF EXERCISE PRICE.  The option exercise price may be
  paid in cash or, in the discretion of the Committee, by the delivery of
  shares of Common Stock of the Company then owned by the participant, or
  by delivery to the Company of (x) irrevocable instructions to deliver
  directly to a broker the stock certificates representing the shares for
  which the Option is being exercised, and (y) irrevocable instructions to
  such broker to sell such shares for which the Option is being exercised,
  and promptly deliver to the Company the portion of the proceeds equal to
  the Option exercise price and any amount necessary to satisfy the
  Company's obligation for withholding taxes, or any combination thereof.
  For purposes of making payment in shares of
  Common Stock, such shares shall be valued at their Fair Market Value on
  the date of exercise of the Option and shall have been held by the
  Participant for at least six months.  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 of the Company then owned by a participant,
  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 or by the Company retaining from the shares of Common Stock to be
  delivered upon the exercise of the Stock Option that number of
  shares having a Fair Market Value on the date of exercise equal to the
  option price of the number of shares with respect to which the
  Participant exercises the Stock Option.

        (c)  EXERCISE PERIOD.  Stock Options granted under the Plan shall
  be exercisable at such time or times and subject to such terms and
  conditions as shall be determined by the Committee; provided, however,
  that no Stock Option shall be exercisable later than ten years after the
  date it is granted except in the event of a participant's death, in
  which case, the exercise period of such participant's Stock Options may
  be extended beyond such period but no later than one year after the
  participant's death.  All Stock Options shall terminate at such earlier
  times and upon such conditions or circumstances as the Committee shall
  in its discretion set forth in such option agreement at the date of
  grant; provided, however, the Committee may, in its sole discretion,
  later waive any such condition.

        (d)  LIMITATIONS ON INCENTIVE STOCK OPTIONS.  Incentive Stock
  Options may be granted only to participants who are employees of the
  Company or one of its subsidiaries (within the meaning of Section 424(f)
  of the Code) at the date of grant.  The aggregate Fair Market Value
  (determined as of the time the Stock Option is granted) of the Common
  Stock with respect to which Incentive Stock Options are exercisable for
  the first time by a participant during any calendar year (under all
  option plans of the Company and of any parent corporation or subsidiary
  corporation (as defined in Sections 424(e) and (f) of the Code,
  respectively)) shall not exceed $100,000.  For purposes of the preceding
  sentence, Incentive Stock Options will be taken into account in the
  order in which they are granted.  The per-share exercise price of an
  Incentive Stock Option shall not be less than 100% of the Fair Market
  Value of the Common Stock on the date of grant, and no Incentive Stock
  Option may be exercised later than ten years after the date it is
  granted; provided, however, Incentive Stock Options may not be granted
  to any participant who, at the time of grant, owns stock possessing

  
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  (after the application of the attribution rules of Section 424(d) of the
  Code) more than 10% of the total combined voting power of all classes of
  stock of the Company or any parent or subsidiary corporation of the
  Company, unless the exercise price is


  
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  fixed at not less than 110% of the Fair Market Value of the 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 may be issued to a participant in tandem with a Nonqualified
  Stock Option.

        (e)  POST-EMPLOYMENT EXERCISES.  The exercise of any Stock Option
  after termination of employment of a participant with the Company, a
  subsidiary of the Company or with any company or person providing
  consulting or advisory services to the Company shall be subject to
  such conditions as imposed by the Committee at the time of the grant and
  satisfaction of the conditions precedent that the participant neither
  (i) competes with, or takes other employment with or renders services to
  a competitor of, the Company, its subsidiaries or affiliates without the
  written consent of the Company; provided that this clause (i) shall not
  apply to consultants or advisors of the Company, nor (ii) conducts
  himself or herself in a manner adversely affecting the Company;
  provided, however, that the Committee, in its sole discretion, may waive
  any conditions imposed in the grant letter or as set forth in (i) and
  (ii) above relating to the exercise of
  options after the date of termination of employment during the term of
  the option.

        7.  STOCK APPRECIATION RIGHTS.

        (a) The Committee may, in its discretion, grant Stock Appreciation
  Rights to the holders of any Stock Options granted hereunder.  In
  addition, Stock Appreciation Rights may be granted independently of, and
  without relation to, Stock Options.  A Stock Appreciation Right means 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 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 right is
  granted, all as determined by the Committee; provided, however, that if
  a Stock Appreciation Right is granted 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 as the Committee shall impose from time to time.

        (b)  Stock Appreciation Rights granted under the Plan shall be
  exercisable at such time or times and subject to such terms and
  conditions as shall be determined by the Committee; provided, however,
  that no Stock Appreciation Rights shall be exercisable later than ten
  years after the date it is granted except in the event of a
  participant's death, in which case, the exercise period of such
  participant's Stock Appreciation Rights may be extended beyond such
  period but no later than one year after the participant's death.  All
  Stock Appreciation Rights shall terminate at such earlier times and upon
  such conditions or circumstances as the Committee shall in its
  discretion set forth in such right at the date of grant.

        (c)  The exercise of any Stock Appreciation Right after
  termination of employment of a participant with the Company, a
  subsidiary of the Company or with any company or person providing
  consulting or advisory services to the Company shall be subject to
  satisfaction of the conditions precedent that the participant neither
  (i) competes with, or takes other employment with or renders services to
  a competitor of, the Company, its subsidiaries or affiliates without the
  written consent of the Company; provided that this clause (i)  shall not
  apply to consultants or advisors of the Company, nor (ii) conducts
  himself or herself in a manner adversely affecting the Company;
  provided, however, that the Committee, in its sole discretion, may waive
  any conditions imposed in the grant letter or as set forth in (i) and
  (ii) above relating to the exercise of options after the date of
  termination of employment during the term of the option.

        8.  STOCK AWARDS.  The Committee may, in its discretion, grant
  Stock Awards (which may include mandatory payment of bonus incentive
  compensation in stock) consisting of Common Stock


  
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  issued or transferred to participants with or without other payments
  therefor.  Stock Awards may be subject to such terms and conditions as
  the Committee determines appropriate, including, without limitation,
  vesting, restrictions on the sale or other disposition of such shares,
  the right of the Company to reacquire such shares for no consideration
  upon termination of the participant's employment within specified
  periods, and may constitute Performance-Based Awards, as described in
  Section 11 hereof.  The Committee may require the participant to deliver
  a duly signed stock power, endorsed in blank, relating to the Common
  Stock covered by such an Award.  The Committee may also require that the
  stock certificates evidencing such shares be held in custody or bear
  restrictive legends until the restrictions thereon shall have lapsed.
  The Stock Award 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 of the Company,
  including the right to receive dividends and to vote the shares.

        9.  PERFORMANCE AWARDS.

        (a) Performance Awards may be granted to participants at any time
  and from time to time, as shall be determined by the Committee.
  Performance Awards may constitute Performance-Based Awards, as described
  in Section 11 hereof.  The Committee shall have complete discretion in
  determining the number, amount and timing of awards granted to each
  participant.  Such Performance Awards may be in the form of shares of
  Common Stock or Stock Units.  Performance Awards may be awarded as
  short-term or long-term incentives.  Performance targets may be based
  upon, without limitation, Company-wide, divisional and/or individual
  performance.

        (b) With respect to those Performance Awards that are not intended
  to constitute Performance-Based Awards, 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 such targets the
  Committee shall have precluded its authority to make such adjustments.

        (c)  Payment of earned Performance Awards shall be made in
  accordance with 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)  The Committee may, in its discretion, grant Stock Units to
  participants hereunder.  The Committee shall determine the criteria for
  the vesting of Stock Units.  Stock Units may constitute Performance-
  Based Awards, as described in Section 11 hereof.  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).

        (b)  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 subsection (c) below, shares of
  Common Stock representing the Stock Units shall be distributed to the
  participant unless the Committee 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.


  
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        (c)  Prior to the year with respect to which a Stock Unit may
  vest, the participant may elect not to receive a distribution 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)  A "Stock Unit" means a notional account representing one
  share of Common Stock.  A "Dividend Equivalent Right" means 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.  Certain Benefits granted under the
  Plan may be granted in a manner such that the Benefits qualify for the
  performance-based compensation exemption of Section 162(m) of the Code
  ("Performance-Based Awards").  As determined by the Committee in its
  sole discretion, either the granting or vesting of such Performance-
  Based Awards shall be based on achievement of various key performance
  indicators in one or more business criteria that apply to the individual
  participant, one or more business units or the Company as a whole.  The
  business criteria shall be as follows, individually or in combination:
  (i) net sales, (ii) net earnings; (iii) earnings per share; (iv) net
  sales growth; (v) market share; (vi) net operating profit; (vii) expense
  targets; (viii) working capital targets relating to inventory and/or
  accounts receivable; (ix) operating margin; (x) return on equity; (xi)
  return on assets; (xii) planning accuracy (as measured by comparing
  planned results to actual results); (xiii) market price per share; and
  (xiv) total return to stockholders.  In addition, Performance-Based
  Awards may include comparisons to the performance of other companies,
  such performance to be measured by one or more of the foregoing business
  criteria.  With respect to Performance-Based Awards, (i) the Committee
  shall establish in writing (x) the performance goals applicable to a
  given period, and such performance goals shall state, in terms of an
  objective formula or standard, the method for computing the amount of
  compensation payable to the participant if such performance goals are
  obtained and (y) the individual employees or class of employees to which
  such performance goals apply no later than 90 days after the
  commencement of such period (but in no event after 25% of such period
  has elapsed) and (ii) 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.  With respect to any Benefits intended to
  qualify as Performance-Based Awards, after 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.  Notwithstanding the preceding sentence, the
  Committee may reduce or eliminate Benefits payable upon the attainment
  of such performance goal.

        12.  FOREIGN LAWS.  The Committee may grant Benefits to individual
  participants who are subject to the tax laws of nations other than the
  United States, which Benefits may have terms and conditions as
  determined by the Committee as necessary to comply with applicable
  foreign laws.  The Committee may take any action which it deems
  advisable to obtain approval of such Benefits by the appropriate foreign
  governmental entity; provided, however, that no such Benefits may be
  granted pursuant to this Section 12 and no action may be taken which
  would result in a violation of the Exchange Act, the Code or any other
  applicable law.

        13.  ADJUSTMENT PROVISIONS; CHANGE IN CONTROL.

        (a)  If there shall be any change in the Common Stock of the
  Company or the capitalization of the Company through merger,
  consolidation, reorganization, recapitalization, stock dividend, stock
  split, reverse stock split, split up, spin-off, 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 in order to prevent dilution or enlargement
  of participants' rights under the Plan, the


  
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  Committee, in its sole discretion, shall adjust, in an equitable manner,
  as applicable, the number and kind of shares that may be issued under
  the Plan, the number and kind of shares subject to outstanding Benefits,
  the exercise price applicable to outstanding Benefits, and the Fair
  Market Value of the Common Stock and other value determinations
  applicable to outstanding Benefits; provided, however, that any such
  arithmetic adjustment to a Performance-Based Award shall not cause the
  amount of compensation payable thereunder to be increased from what
  otherwise would have been due upon attainment of the unadjusted award.
  Appropriate adjustments may also be made by the Committee in the terms
  of any Benefits under the Plan to reflect such changes or distributions
  and to modify any other terms of outstanding Benefits on an equitable
  basis, including modifications of performance targets and changes in the
  length of performance periods; provided, however, that any such
  arithmetic adjustment to a Performance-Based Award shall not cause the
  amount of compensation payable thereunder to be increased from what
  otherwise would have been due upon attainment of the unadjusted award.
  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, benefits in recognition of unusual or nonrecurring events affecting
  the Company or the financial statements of the Company, or in response
  to changes in applicable laws, regulations, or accounting principles.
  notwithstanding the foregoing, (i) each such 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.  The
  determination of the Committee as to the foregoing adjustments, if any,
  shall be conclusive and binding on participants under the Plan.

        (b)  Notwithstanding any other provision of this Plan, if there is
  a Change in Control of the Company, all then outstanding Stock Options
  and Stock Appreciation Rights shall immediately vest and become
  exercisable.  For purposes of this Section 14(b), a "Change in Control"
  of the Company shall be deemed to have occurred upon any of the
  following events:

             (i)  a change in control of the Company that would be
        required to be reported in response to Item 6(e) of Schedule 14A
        of Regulation 14A promulgated under the Exchange Act; or

            (ii)  during any period of two (2) consecutive years, the
        individuals who at the beginning of such period constitute the
        Company's Board of Directors or any individuals who would be
        "Continuing Directors" (as hereinafter defined) cease for
        any reason (other than due to death or voluntary resignation)
        to constitute at least a majority thereof; or

           (iii)  the Company's Common Stock shall cease to be publicly
        traded after initially being publicly traded; or

            (iv)  the Company's Board of Directors shall approve a sale
        of all or substantially all of the assets of the Company, and
        such transaction shall have been consummated; or

             (v)  the Company's Board of Directors shall approve any
        merger, consolidation, or like business combination or
        reorganization of the Company, the consummation of which would
        result in the occurrence of any event described in Section
        13(b)(i) above, and such transaction shall have been consummated.

        For purposes of this Section 13(b), "Continuing Directors" shall
  mean (x) the directors of the Company in office on the Effective Date
  (as defined below) and (y) any successor to any such director and any
  additional director who after the Effective Date was nominated or
  selected by a majority of the

  
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  Continuing Directors (or the Nominating Committee of the Board of
  Directors of the Company) in office at the time of his or her nomination
  or selection.

        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 within a
  specified number of days after notice to the holder, and such holder
  shall receive, 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 or such
  other event 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.  The provisions contained in the preceding
  sentence shall be inapplicable to a Stock Option or Stock Appreciation
  Right granted within six (6) months before the occurrence of a Change in
  Control if the holder of such Stock Option or Stock Appreciation Right
  is subject to the reporting requirements of Section 16(a) of the
  Exchange Act and no exception from liability under Section 16(b) of the
  Exchange Act is otherwise available to such holder.

        14.  NONTRANSFERABILITY.  Each Benefit granted under the Plan to a
  participant shall not be transferable otherwise than by will or the laws
  of descent and distribution, and 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 during such
  period after his or her death as the Committee shall in its discretion
  set forth in such option or right at the date of grant 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 of a Benefit other than an
  Incentive Stock Option may permit the transferability of a Benefit by a
  participant solely to the participant's spouse, siblings, parents,
  children and grandchildren or trusts for the benefit of such persons or
  partnerships, corporations, limited liability companies or other
  entities owned solely by such persons, including trusts for such
  persons, subject to any restriction included in the award of the
  Benefit.

        15.  OTHER PROVISIONS.  The award of any Benefit under the Plan
  may also be subject to such other provisions (whether or not applicable
  to the Benefit awarded to any other participant) as the Committee
  determines 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 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 Benefit, for the acceleration of
  exercisability or vesting of Benefits in the event of a change in
  control of the Company, for the payment of the value of Benefits to
  participants 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.  The Committee shall have full
  discretion to interpret and administer the Plan.

        16.  FAIR MARKET VALUE.  For purposes of this Plan and any
  Benefits awarded hereunder, Fair Market Value shall be the closing price
  of the Company's Common Stock on the date of calculation (or
  on the last preceding trading date if Common Stock was not traded on
  such date) if the Company's Common Stock is readily tradeable on a
  national securities exchange or other market system, and if the
  Company's Common Stock is not readily tradeable, Fair Market Value shall
  mean the amount determined in good faith by the Committee as the fair
  market value of the Common Stock of the Company.

        17.  WITHHOLDING.  All payments or distributions of Benefits made
  pursuant to the Plan shall be net of any amounts required to be withheld
  pursuant to applicable federal, state and local tax withholding


  
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  requirements.  If the Company proposes or is required to distribute
  Common Stock pursuant to the Plan, it may require the recipient to remit
  to it or to the corporation that employs such recipient 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 employing corporation shall have the right to
  withhold the amount of such taxes from any other sums due or to become
  due from such corporation to the recipient as the Committee shall
  prescribe.  The Committee may, in its discretion and subject to such
  rules as it may adopt (including any as may be required to satisfy
  applicable tax and/or non-tax regulatory requirements), permit an
  optionee or award or right holder to pay all or a portion of the
  federal, state and local withholding taxes arising in connection with
  any Benefit 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.

        18.  TENURE.  A participant's right, if any, to continue to serve
  the Company or any of its subsidiaries or affiliates as an officer,
  employee, or otherwise, shall not be enlarged or otherwise affected
  by his or her designation as a participant under the Plan.

        19.  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.

        20.  NO FRACTIONAL SHARES.  No fractional shares of Common Stock
  shall be issued or delivered pursuant to the Plan or any Benefit.  The
  Committee shall determine whether cash, or Benefits, 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.

        21.  DURATION, AMENDMENT AND TERMINATION.  No Benefit shall be
  granted more than ten years after the Effective Date.  The Committee may
  amend the Plan from time to time or suspend or terminate the Plan at any
  time.  No amendment of the Plan may be made without approval of the
  stockholders of the Company if the amendment will: (i) disqualify any
  Incentive Stock Options granted under the Plan; (ii) increase the
  aggregate number of shares of Common Stock that may be delivered through
  Stock Options under the Plan; (iii) increase either of the maximum
  amounts which can be paid to an individual participant under the Plan as
  set forth in Section 5 hereof; (iv) change the types of business
  criteria on which Performance-Based Awards are to be based under the
  Plan; or (v) modify the requirements as to eligibility for participation
  in the Plan.

        22.  GOVERNING LAW.  This Plan, Benefits granted hereunder and
  actions taken in connection herewith shall be governed and construed in
  accordance with the laws of the State of Delaware (regardless of the law
  that might otherwise govern under applicable Delaware principles of
  conflict of laws).

        23.  EFFECTIVE DATE.

        (a)  The Plan shall be effective as of November 20, 2000, the date
  on which the Plan was adopted by the Committee (the "Effective Date"),
  provided that the Plan is approved by the stockholders of the
  Company at an annual meeting, any special meeting or by written consent
  of stockholders of the


  
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  Company within 12 months of the Effective Date, and such approval of
  stockholders shall be a condition to the right of each participant to
  receive any Benefits hereunder.  Any Benefits granted under the Plan
  prior to such approval of stockholders shall be effective as of the date
  of grant (unless, with respect to any Benefit, the Committee specifies
  otherwise at the time of grant), but no such Benefit may be exercised or
  settled and no restrictions relating to any Benefit may lapse prior to
  such stockholder approval, and if stockholders fail to approve the Plan
  as specified hereunder, any such Benefit shall be cancelled.

        (b)  This Plan shall terminate on November 20, 2010 (unless sooner
  terminated by the Committee).

        Adopted by the Board of Directors on November 20, 2000 and
  approved by the shareholders on January 3, 2001.

        Amended by the Board of Directors on March 18, 2003.



</TEXT>
</DOCUMENT>
