DEAN FOODS CO/
7TH AMENDED AND RESTATED 1997 STOCK OPTION & RESTRICTED STOCK PLAN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>d23247exv10w1.txt
<DESCRIPTION>7TH AMENDED AND RESTATED 1997 STOCK OPTION & RESTRICTED STOCK PLAN
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1


(DEAN FOODS(TM) LOGO)

                               DEAN FOODS COMPANY
                          SEVENTH AMENDED AND RESTATED
                   1997 STOCK OPTION AND RESTRICTED STOCK PLAN

     1. Purpose of the Plan. This Plan shall be known as the Dean Foods Company
Seventh Amended and Restated 1997 Stock Option and Restricted Stock Plan. The
purpose of the Plan is to attract and retain the best available persons for
positions of substantial responsibility and to provide incentives to such
persons to promote the success of the business of Dean Foods Company and its
subsidiaries.

     Certain options granted under this Plan are intended to qualify as
"incentive stock options" pursuant to Section 422 of the Internal Revenue Code
of 1986, as amended from time to time.

     2. Definitions. As used herein, the following definitions shall apply:

          "Authorized Officers" shall have the meaning set forth in Section 19
hereof.

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

          "Change in Control" means (1) any "person" (as such term is used in
Section 13(d) of the Exchange Act, but specifically excluding the Company, any
wholly-owned subsidiary of the Company, and/or any employee benefit plan
maintained by the Company or any wholly-owned subsidiary of the Company) becomes
the "beneficial owner" (as determined pursuant to Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing thirty
percent (30%) or more of the combined voting power of the Company's then
outstanding securities; or (2) during any period of two (2) consecutive years
(not including any period prior to the effective date of this amendment and
restatement), individuals who at the beginning of such period constitute the
members of the Board and any new director, whose election to the Board or
nomination for election to the Board by the Company's stockholders was approved
by a vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority of the Board; or (3) the Company or any Subsidiary shall
merge with or consolidate into any other company, other than a merger or
consolidation which would result in the holders of the voting securities of the
Company outstanding immediately prior thereto holding immediately thereafter
securities representing more than sixty percent (60%) of the combined voting
power of the voting securities of the Company or such surviving entity (or its
ultimate parent, if applicable) outstanding immediately after such merger or
consolidation; or (4) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets or such a plan is
commenced.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor statute.

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          "Committee" means the committee described in Section 19 that
administers the Plan or, if no such committee has been appointed, the full
Board.

          "Common Stock" means the common stock, $.01 par value per share, of
the Company. Except as otherwise provided herein, all Common Stock issued
pursuant to this Plan shall have the same rights as all other issued and
outstanding shares of Common Stock, including but not limited to voting rights,
the right to dividends, if declared and paid, and the right to pro rata
distributions of the Company's assets in the event of liquidation.

          "Company" means Dean Foods Company, a Delaware corporation, formerly
known as Suiza Foods Corporation.

          "Consultant" means any consultant or advisor who renders bona fide
services to the Company or one of its Subsidiaries, which services are not in
connection with the offer or sale of securities in a capital-raising
transaction.

          "Date of Grant" shall have the meaning set forth in Section 8 hereof.

          "Employee" means any officer or other key employee of the Company or
one of its Subsidiaries (including any director who is also an officer or key
employee of the Company or one of its Subsidiaries).

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Exercise Price" shall have the meaning set forth in Section 9 hereof.

          "Fair Market Value" means the closing sale price (or average of the
quoted closing bid and asked prices if there is no closing sale price reported)
of the Common Stock on the date specified as reported by the principal national
exchange or trading system on which the Common Stock is then listed or traded.
If there is no reported price information for the Common Stock, the Fair Market
Value will be determined by the Board or the Committee, in its sole discretion.
In making such determination, the Board or the Committee may, but shall not be
obligated to, commission and rely upon an independent appraisal of the Common
Stock.

          "Immediate Family Members" shall have the meaning set forth in Section
15 hereof.

          "Non-Employee Director" means an individual who is a "non-employee
director" as defined in Rule 16b-3 under the Exchange Act and an "outside
director" within the meaning of Treasury Regulation Section 1.162-27(e)(3).

          "Nonqualified Option" means any Option that is not a Qualified Option.

          "Option" means a stock option granted pursuant to Section 6 of this
Plan.

          "Optionee" means any Employee, Consultant or Non-Employee Director who
receives an Option.


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          "Participant" means any Employee, Consultant or Non-Employee Director
who receives an Option or Restricted Stock pursuant to this Plan.

          "Qualified Option" means any Option that is intended to qualify as an
"incentive stock option" within the meaning of Section 422 of the Code.

          "Qualifying Retirement" means retirement by a Participant from
employment or other service to the Company or any Subsidiary after such
Participant reaches the age of 65.

          "Restricted Stock" means Common Stock awarded to an Employee,
Consultant or Non-Employee Director pursuant to Section 7 of this Plan.

          "Restricted Stock Cap" shall have the meaning set forth in Section 7
hereof.

          "Rule 16b-3" means Rule 16b-3 of the rules and regulations under the
Exchange Act, as Rule 16b-3 may be amended from time to time, and any successor
provisions to Rule 16b-3 under the Exchange Act.

          "Subsidiary" means any now existing or hereinafter organized or
acquired company of which more than fifty percent (50%) of the issued and
outstanding voting interests are owned or controlled directly or indirectly by
the Company or through one or more Subsidiaries of the Company.

          "10-Percent Stockholder" shall have the meaning set forth in Section 9
hereof.

     3. Term of Plan. The Plan has been adopted by the Board effective as of
February 24, 1997 and approved by the stockholders of the Company. The Plan
shall continue in effect until terminated pursuant to Section 19.

     4. Shares Subject to the Plan. Except as otherwise provided in Section 18
hereof, the aggregate number of shares of Common Stock issuable upon the
exercise of Options or upon the grant of Restricted Stock pursuant to this Plan
shall be 37,500,000 shares; provided that any individual grant may not exceed,
in the case of Options, 1,000,000 Options, and, in the case of Restricted Stock,
225,000 shares. Such shares may either be authorized but unissued shares or
treasury shares. The Company shall, during the term of this Plan, reserve and
keep available a number of shares of Common Stock sufficient to satisfy the
requirements of the Plan. If an Option should expire or become unexercisable for
any reason without having been exercised in full, or Restricted Stock should
fail to vest and be forfeited in whole or in part for any reason, then the
shares that were subject thereto shall, unless the Plan has terminated, be
available for the grant of additional Options or Restricted Stock under this
Plan, subject to the limitations set forth above and in Section 19 hereof.

     5. Eligibility. Qualified Options may be granted under Section 6 of the
Plan to such Employees of the Company or its Subsidiaries as may be determined
by the Board or the Committee (or the Authorized Officers, to the extent
permitted by Section 19 of this Plan). Nonqualified Options may be granted under
Section 6 of the Plan to such Employees, Consultants and Non-Employee Directors
of the Company or its Subsidiaries as may be


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determined by the Board or the Committee (or the Authorized Officers, to the
extent permitted by Section 19 of this Plan). Restricted Stock may be granted
under Section 7 of the Plan to such Employees, Consultants and Non-Employee
Directors of the Company or its Subsidiaries as may be determined by the Board
or the Committee (or the Authorized Officers, to the extent permitted by Section
19 of this Plan).

     6. Grant of Options. (a) Except as limited by Section 4 hereof, the Board
or the Committee shall determine the number of shares of Common Stock to be
offered from time to time pursuant to Options granted hereunder and shall grant
Options under the Plan. In connection with the granting of Qualified Options,
the aggregate Fair Market Value (determined at the Date of Grant of a Qualified
Option) of the shares with respect to which Qualified Options are exercisable
for the first time by an Optionee during any calendar year (under all such plans
of the Optionee's employer company and its parent and subsidiary corporations as
defined in Section 424(e) and (f) of the Code, or a corporation or a parent or
subsidiary corporation of such corporation issuing or assuming an Option in a
transaction to which Section 424(a) of the Code applies) shall not exceed
$100,000 or such other amount as from time to time provided in Section 422(d) of
the Code or any successor provision. The grant of Options shall be evidenced by
Option agreements containing such terms and provisions as are approved by the
Board or the Committee and executed on behalf of the Company by an appropriate
officer.

          (b) Unless the Board or the Committee determines otherwise with
respect to a particular year, each Non-Employee Director will automatically be
granted a fully vested Nonqualified Option to purchase 7,500 shares of Common
Stock (subject to adjustment pursuant to Section 18 hereof), at an exercise
price equal to the Fair Market Value of the Common Stock on the Date of Grant,
on June 30 of each year.

     7. Restricted Stock. The Board or the Committee shall from time to time
determine the number of shares of Common Stock to be granted as Restricted
Stock; provided that no more than an aggregate amount of 225,000 shares of
Restricted Stock may be issued under the Plan (such limit being herein referred
to as the "Restricted Stock Cap"). Any shares of Restricted Stock that fail to
vest and are forfeited shall not count against the Restricted Stock Cap set
forth in the preceding sentence. The grant of Restricted Stock shall be
evidenced by Restricted Stock agreements containing such terms and provisions as
are approved by the Board or the Committee and executed on behalf of the Company
by an appropriate officer.

     8. Date of Grant. The date of grant of an Option or Restricted Stock under
the Plan (the "Date of Grant") shall be the date on which the Board or the
Committee awards the Option or Restricted Stock or, if the Board or the
Committee so determines, the date specified by the Board or the Committee as the
date the award is to be effective. Notice of the grant shall be given to each
Participant to whom an Option or Restricted Stock is granted promptly after the
date of such grant.

     9. Price. The exercise price for each share of Common Stock subject to an
Option (the "Exercise Price") granted pursuant to Section 6 of the Plan shall be
determined by the Board or the Committee at the Date of Grant; provided,
however, that (a) the Exercise Price for any Option shall not be less than 100%
of the Fair Market Value of the Common Stock on the day before the Date of
Grant, and (b) if the Optionee owns on the Date of Grant more than 10 percent of
the total combined voting power of all classes of stock of the Company or its
parent or any of


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its subsidiaries, as more fully described in Section 422(b)(6) of the Code or
any successor provision (such stockholder is referred to herein as a "10-Percent
Stockholder"), the Exercise Price for any Qualified Option granted to such
Optionee shall not be less than 110% of the Fair Market Value of the Common
Stock on the day before the Date of Grant. The Board or the Committee in its
discretion may award shares of Restricted Stock under Section 7 of the Plan to
Participants without requiring the payment of cash consideration for such
shares.

     10. Vesting. (a) Subject to the provisions of this Plan, each Option and
Restricted Stock award under the Plan shall vest or be subject to forfeiture in
accordance with the provisions set forth in the applicable Option agreement or
Restricted Stock agreement. If no vesting provisions are set forth in an award
agreement, the award shall vest ratably over a three-year period.

          (b) In addition to the vesting provisions contained in each Option and
Restricted Stock agreement, each Option and share of Restricted Stock granted
under the Plan shall also be subject to the following vesting provisions:

               (i) Each unvested Option and share of Restricted Stock shall
immediately vest in full upon the death of the holder of such Option or
Restricted Stock;

               (ii) Each unvested Option and share of Restricted Stock shall
immediately vest in full upon any Change in Control;

               (iii) Each unvested Option and share of Restricted Stock shall
immediately vest in full upon the permanent and total disability (as defined
within the meaning of Section 22(e)(3) of the Code) of the holder of such Option
or Restricted Stock; and

               (iv) In the event of the Qualifying Retirement of a Participant,
all unvested Options and shares of Restricted Stock held by such Participant
shall automatically vest in full as of the effective date of such Participant's
Qualifying Retirement.

     11. Exercise. (a) An Option will not be deemed to be exercised and shares
will not be issued, until the applicable Exercise Price is received by the
Company. A Participant may pay the Exercise Price of an Option by the delivery
of cash, check or wire transfer, or in shares of Common Stock already owned by
the Participant, or a combination of the foregoing having a total Fair Market
Value on the date of payment equal to the total Exercise Price. The Committee
shall determine acceptable methods for tendering Common Stock as payment upon
exercise of an Option and may impose such limitations and prohibitions on the
use of the Common Stock for such purpose as it deems appropriate.

          (b) If the shares to be purchased are covered by an effective
registration statement under the Securities Act of 1933, as amended, any Option
may be exercised by a broker-dealer acting on behalf of an Optionee if (i) the
broker-dealer has received from the Company confirmation of the existence and
validity of the Option to be exercised, together with instructions from the
Optionee requesting the Company to deliver the shares of Common Stock subject to
such Option to the broker-dealer on behalf of the Optionee and specifying the
account into which such shares should be deposited, (ii) adequate provision has
been made with respect to the payment of any withholding taxes due upon such
exercise, and (iii) the broker-dealer and


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<PAGE>

the Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T,
12 CFR Part 220, or any successor provision, and any other applicable
regulations.

     12. Expiration of Options. (a) No Option shall be exercisable at any time
after the expiration of ten (10) years from the Date of Grant; provided,
however, that if the Optionee with respect to a Qualified Option is a 10-Percent
Stockholder on the Date of Grant of such Qualified Option, then such Option
shall not be exercisable after the expiration of five (5) years from its Date of
Grant.

          (b) In addition, if an Optionee ceases to be an Employee or
Non-Employee Director of the Company or any Subsidiary for any reason, such
Optionee's vested Options shall expire on the earlier of (1) the expiration date
contained in the corresponding Option Agreement, or (2) (a) 60 days following
the date such Optionee ceases to be an Employee or Non-Employee Director of the
Company or any Subsidiary, if such cessation of service is not due to the death,
Qualifying Retirement or permanent and total disability (within the meaning of
Section 22(e)(3) of the Code) of the Optionee, (b) 12 months following the date
such Optionee ceases to be an Employee or Non-Employee Director of the Company
or any Subsidiary, if such cessation of service is due to the death or permanent
and total disability (as defined above) of the Optionee, or (c) such later date
as may be set forth in the corresponding option agreement. Options held by an
Optionee who has retired pursuant to a Qualifying Retirement will remain
exercisable until the earlier of (i) the tenth anniversary of the date the
Option was granted, and (ii) the first anniversary of the Optionee's death. Upon
the death of an Optionee, any vested Option exercisable on the date of death may
be exercised by the Optionee's estate or by a person who acquires the right to
exercise such Option by bequest or inheritance or by reason of the death of the
Optionee, provided that such exercise occurs within the shorter of the remaining
option term of the Option and 12 months after the date of the Optionee's death.
Notwithstanding the foregoing, Qualified Options may only be exercised during
the Participant's lifetime, by the Participant.

          (c) Notwithstanding any provision of this Plan or any Option Agreement
to the contrary, no Optionee may, under any circumstances, exercise a vested
Option following termination of employment if the Optionee is discharged due to
the Optionee's willful or intentional fraud, embezzlement or other conduct
seriously detrimental to the Company or any Subsidiary. The determination of
whether or not an Optionee has been discharged for any of the reasons specified
in the preceding sentence will be made by the Committee or the Board.

     13. Option Financing. Upon the exercise of any Option granted under the
Plan, the Company may, but shall not be required to, make financing available to
the Participant for the purchase of shares of Common Stock pursuant to such
Option on such terms as the Board or the Committee may specify.

     14. Withholding of Taxes. The Board or the Committee shall make such
provisions and take such steps as it may deem necessary or appropriate for the
withholding of any taxes that the Company is required by any law or regulation
of any governmental authority to withhold in connection with any Option or
Restricted Stock including, but not limited to, withholding the issuance of all
or any portion of the shares of Common Stock subject to such Option or
Restricted Stock until the Participant reimburses the Company for the amount it
is required to withhold with respect to such taxes, canceling any portion of
such issuance in an amount


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sufficient to reimburse the Company for the amount it is required to withhold or
taking any other action reasonably required to satisfy the Company's withholding
obligation.

     15. Conditions Upon Issuance of Shares. (a) The Company shall not be
obligated to sell or issue any shares upon the exercise of any Option granted
under the Plan or to deliver Restricted Stock unless the issuance and delivery
of shares complies with all provisions of applicable federal and state
securities laws and the requirements of any national exchange or trading system
on which the Common Stock is then listed or traded.

          (b) As a condition to the exercise of an Option or the grant of
Restricted Stock, the Company may require the person exercising the Option or
receiving the grant of Restricted Stock to make such representations and
warranties as may be necessary to assure the availability of an exemption from
the registration requirements of applicable federal and state securities laws.

          (c) The Company shall not be liable for refusing to sell or issue any
shares covered by any Option or for refusing to issue Restricted Stock if the
Company cannot obtain authority from the appropriate regulatory bodies deemed by
the Company to be necessary to sell or issue such shares in compliance with all
applicable federal and state securities laws and the requirements of any
national exchange or trading system on which the Common Stock is then listed or
traded. In addition, the Company shall have no obligation to any Participant,
express or implied, to list, register or otherwise qualify the shares of Common
Stock covered by any Option or Restricted Stock.

          (d) No Participant will be, or will be deemed to be, a holder of any
Common Stock subject to an Option unless and until the Option is vested, and the
Participant has exercised the Option and paid the purchase price for the subject
shares of Common Stock. Options and shares of Restricted Stock that have not
fully vested shall be transferable only by will or the laws of descent and
distribution and Options shall be exercisable during the Participant's lifetime
only by such Participant; provided, however, that the Participant may transfer
his or her Options and/or unvested Restricted Stock without consideration, to
(i) the spouse, children or grandchildren of the Participant ("Immediate Family
Members"), (ii) a trust or trusts, or to a guardian under the Uniform Gift to
Minors Act, for the exclusive benefit of such Immediate Family Members, or (iii)
a partnership or other entity in which such Immediate Family Members are the
only partners, provided that subsequent transfers of transferred Options or
unvested shares of Restricted Stock shall be prohibited except by will or the
laws of descent and distribution. Following transfer, any such Options and/or
unvested shares of Restricted Stock shall continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer, provided
that, for purposes of each award agreement and the vesting and expiration
provisions thereof, the terms "Participant" and "Optionee" shall be deemed to
refer to the transferee (however, the events of termination of employment, if
any, set forth in the agreement and the obligation to pay withholding taxes
shall continue to apply to the transferor). Notwithstanding the foregoing,
Qualified Options shall be nontransferable except by will or the laws of descent
and distribution, and may only be exercisable during the Participant's lifetime,
by the Participant.

     16. Restrictions on Shares. Shares of Common Stock issued pursuant to the
Plan may be subject to restrictions on transfer under applicable federal and
state securities laws. The Board may impose such additional restrictions on the
ownership and transfer of shares of


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<PAGE>

Common Stock issued pursuant to the Plan as it deems desirable; any such
restrictions shall be set forth in any award agreement entered into hereunder.

     17. Modification of Awards. At any time and from time to time, the Board or
the Committee may execute an instrument providing for modification, extension or
renewal of any outstanding award, provided that no such modification, extension
or renewal shall (a) impair any award without the consent of the holder of the
award, or (b) decrease the exercise price of any Option without the consent of
the stockholders of the Company. Notwithstanding the foregoing, in the event of
a modification, extension or renewal of a Qualified Option, the Board or the
Committee may increase the exercise price of such Option if necessary to retain
the qualified status of such Option. Any amendment to the Plan shall apply to
all Options and shares of Restricted Stock outstanding at the time of such
amendment in addition to all awards granted thereafter, subject to the
limitations of clause (a) of the first sentence of this Section 17, but in no
event shall it apply to any Qualified Option if such action would cause the
Qualified Option to lose its tax-advantaged status.

     18. Effect of Change in Stock Subject to the Plan. In the event that each
of the outstanding shares of Common Stock (other than shares held by dissenting
stockholders) shall be changed into or exchanged for a different number or kind
of shares of stock of the Company or of another company (whether by reason of
merger, consolidation, recapitalization, reclassification, split-up, combination
of shares or otherwise), or in the event a stock split or stock dividend or
similar transaction occurs, then there shall be substituted for each share of
Common Stock then subject to Options or Restricted Stock awards or available for
Options or Restricted Stock awards, the number and kind of shares of stock into
which each outstanding share of Common Stock (other than shares held by
dissenting stockholders) shall be so changed or exchanged, or the number of
shares of Common Stock as is equitably required in the event of a stock split or
stock dividend or similar transaction, together with an appropriate adjustment
of the Exercise Price. The Board may, but shall not be required to, provide
additional anti-dilution protection to a Participant under the terms of the
Participant's Option or Restricted Stock agreement.

     19. Administration. (a) The Plan shall be administered by the Board or by a
committee of the Board comprised solely of two or more Non-Employee Directors
appointed by the Board who meet the independence standard established from time
to time by the New York Stock Exchange (the "Committee"). Options and Restricted
Stock may be granted under Sections 6 and 7, respectively, (i) by the Board as a
whole, or (ii) by majority agreement of the members of the Committee. Subject to
the limitations and qualifications set forth in this Plan, the Board or the
Committee shall determine the number of Options or shares of Restricted Stock to
be granted to each Participant, the number of shares subject to each Option or
Restricted Stock grant, the exercise price or prices of each Option, the vesting
and exercise period of each Option and the vesting and/or forfeiture provisions
relating to Restricted Stock, whether an Option may be exercised as to less than
all of the Common Stock subject thereto, and such other terms and conditions of
each Option or grant of Restricted Stock, if any, as are consistent with the
provisions of this Plan. To the extent permitted by applicable law (including
the Exchange Act and the Code), the Board or the Committee may at any given time
authorize an aggregate number of Options or shares of Restricted Stock to be
granted to eligible Employees, and then authorize one or more officers of the
Company (the "Authorized Officers") to allocate such awards among eligible
Employees; provided that the Authorized Officers may not allocate awards to
themselves or other executive officers, and the terms of the awards, including
the Exercise Price (if any)


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<PAGE>

must be established by the Board or the Committee. Option agreements and
Restricted Stock agreements, in the forms as approved by the Board or the
Committee, and containing such terms and conditions consistent with the
provisions of this Plan as are determined by the Board or the Committee, may be
executed on behalf of the Company by the Chairman of the Board, the President or
any Vice President of the Company. The Board or the Committee shall have
complete authority to construe, interpret and administer the provisions of this
Plan and the provisions of the Option agreements and Restricted Stock agreements
granted hereunder; to prescribe, amend and rescind rules and regulations
pertaining to this Plan; to suspend or discontinue this Plan; and to make all
other determinations necessary or deemed advisable in the administration of the
Plan. The determinations, interpretations and constructions made by the Board or
the Committee shall be final and conclusive. No member of the Board or the
Committee shall be liable for any action taken, or failed to be taken, made in
good faith relating to the Plan or any award thereunder, and the members of the
Board or the Committee shall be entitled to indemnification and reimbursement by
the Company in respect of any claim, loss, damage or expense (including
attorneys' fees) arising therefrom to the fullest extent permitted by law.

          (b) Although the Board or the Committee may suspend or discontinue the
Plan at any time, all Qualified Options must be granted before February 24,
2007.

          (c) Subject to any applicable requirements of Rule 16b-3 or of any
national exchange or trading system on which the Common Stock is then listed or
traded, and subject to the stockholder approval requirements of Sections 422 and
162(m)(4)(C) of the Code, the Board may amend any provision of this Plan in any
respect in its discretion.

     20. Continued Employment Not Presumed. Nothing in this Plan or any document
describing it nor the grant of any Option or Restricted Stock shall give any
Participant the right to continue in the employment of the Company or affect the
right of the Company to terminate the employment of any such person with or
without cause.

     21. Liability of the Company. Neither the Company, its directors, officers
or employees or the Committee, nor any Subsidiary which is in existence or
hereafter comes into existence, shall be liable to any Participant or other
person if it is determined for any reason by the Internal Revenue Service or any
court having jurisdiction that any Qualified Option granted hereunder does not
qualify for tax treatment as an incentive stock option under Section 422 of the
Code.

     22. GOVERNING LAW. THE PLAN SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE UNITED STATES, AS
APPLICABLE, WITHOUT REFERENCE TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

     23. Severability of Provisions. If any provision of this Plan is determined
to be invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall not affect the remaining provisions of the Plan, but such
invalid, illegal or unenforceable provision shall be fully severable, and the
Plan shall be construed and enforced as if such provision had never been
inserted herein.

Last Amended and Restated February 28, 2005


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