SNAP ON INC
1986 INCENTIVE STOCK PLAN
<DOCUMENT>
<TYPE>EX-10.(A)
<SEQUENCE>3
<FILENAME>pdm319a.txt
<DESCRIPTION>1986 INCENTIVE STOCK PLAN
<TEXT>
                                                                   Exhibit 10(a)

                              AMENDED AND RESTATED
                              SNAP-ON INCORPORATED
                          1986 INCENTIVE STOCK PROGRAM
                      (As Amended through January 25, 2002)


     1. Purpose. The purpose of the Amended and Restated Snap-on Incorporated
1986 Incentive Stock Program (the "Program") is to attract and retain
outstanding people as officers and key employees of Snap-on Incorporated (the
"Company") and its subsidiaries and entities of which at least 20% of the equity
interest is held directly or indirectly by the Company (together, "Affiliates")
and to furnish incentives to such persons by providing such persons
opportunities to acquire shares ("Shares") of the Company's common stock
("Common Stock"), or monetary payments based on the value of such Common Stock
or the financial performance of the Company, or both, on terms as herein
provided.

     2. Administration. The Program will be administered by a committee (the
"Committee") of the Board of Directors of the Company (the "Board") composed of
not less than two Directors, each of whom shall qualify as a "disinterested
person" for purposes of Rule 16b-3 ("Rule 16b-3") under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and as an "outside director" under
Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the
"Code") (or any successor provision thereto); provided, however, that from and
after such time as Rule 16b-3 as adopted in Securities and Exchange Commission
Release No. 34-37260 applies to the Company, members of the Board serving on the
Committee shall no longer need to be a "disinterested person" but instead must
qualify as a "Non-Employee Director" within the meaning of Rule 16b-3. To the
extent permitted by applicable law, the Board may, in its discretion, delegate
to another committee of the Board or to one or more senior officers of the
Company any or all of the authority and responsibility of the Committee with
respect to Benefits (as defined below) to Participants other than Participants
who are subject to the provisions of Section 16 of the Exchange Act ("Section 16
Participants") at the time any such delegated authority or responsibility is
exercised. The Board also may, in its discretion, delegate to another committee
of the Board consisting entirely of Non-Employee Directors any or all of the
authority and responsibility of the Committee with respect to Benefits to
Section 16 participants and other Participants. To the extent that the Board has
delegated to such other committee or one or more officers the authority and
responsibility of the Committee, all references to the Committee herein shall
include such other committee or one or more officers. The Committee shall
interpret the Program, prescribe, amend and rescind rules and regulations
relating thereto and make all other determinations necessary or advisable for
the administration of the Program. A majority of the members of the Committee
shall constitute a quorum and all determinations of the Committee shall be made
by a majority of its members. Any determination of the Committee under the
Program may be made without notice or meeting of the Committee by a writing
signed by a majority of the Committee members.

     3. Participants. Participants in the Program ("Participants") will consist
of such

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<PAGE>
                                                                   Exhibit 10(a)
officers or other key employees of the Company and its Affiliates as the
Committee in its sole discretion may designate from time to time to receive
benefits described in Section 4 hereof ("Benefits"). The Committee's designation
of a Participant in any year shall not require the Committee to designate such
person to receive a Benefit 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, including without limitation (i)
the financial condition of the Company; (ii) anticipated profits for the current
or future years; (iii) contributions of Participants to the profitability and
development of the Company; and (iv) other compensation provided to
Participants.

     4. Types of Benefits.

          (a) The Committee shall have full power and authority to (i) determine
     the type or types of Benefits to be granted to each Participant under the
     Program; (ii) determine the number of Shares and/or monetary payments to be
     covered by (or with respect to which payments, rights or other matters are
     to be calculated in connection with) Benefits granted to Participants; and
     (iii) determine any terms and conditions of any Benefit granted to a
     Participant, subject in each case only to express requirements of the
     Program. Benefits under the Program may be granted in any one or a
     combination of (A) incentive stock options granted under Section 6 hereof
     and intended to meet the requirements of Section 422 of the Code (or any
     successor provision thereto) ("Incentive Stock Options"); (B) options
     granted under Section 7 hereof not intended to be Incentive Stock Options
     ("Non-Qualified Stock Options"); (C) stock appreciation rights granted
     pursuant to Section 9 hereof ("Stock Appreciation Rights"); (D) Shares
     granted under Section 10 hereof to be held subject to certain restrictions
     ("Restricted Stock") and Bonus Shares (are defined in Section 11) delivered
     pursuant to Section 11; (E) Shares granted under Section 12 hereof
     ("Performance Shares"); and (F) monetary units granted under Section 13
     hereof ("Performance Units"). For purposes hereof, Incentive Stock Options
     and Non-Qualified Stock Options shall be hereinafter referred to
     collectively as "Options". Benefits under the Program may be granted either
     alone or in addition to, in tandem with, or in substitution for any other
     Benefit or any other award or benefit granted under any other plan of the
     Company or any Affiliate. Benefits granted in addition to or in tandem with
     other awards or benefits may be granted either at the same time as or at
     different times from grants of such other Benefits or other awards.

          (b) Each member of the Board (a "Director") who is not also an
     employee of the Company shall receive Director Options (as defined in
     Section 14) under the Program as provided in Section 14.

          (c) As used in the Plan, the term "Award" shall mean any Benefit or
     Director Option granted under the Program.

     5. Shares Reserved under the Program.

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<PAGE>
          Exhibit 10(a) (a) There is hereby reserved for issuance under the
     Program after the Effective Date (as defined below) an aggregate of Six
     Million (6,000,000) Shares, consisting of Shares (i) newly authorized
     effective upon approval of this Program, as amended and restated, by the
     Company's shareholders at a meeting duly called and held (the "Effective
     Date"), (ii) previously reserved for issuance under the Program as to which
     Benefits could be awarded under this Program immediately prior to the
     Effective Date and (iii) subject to awards of Benefits that are outstanding
     immediately prior to the Effective Date. Not more than 300,000 Shares
     reserved for issuance under the Program after the Effective Date may be
     issued as Restricted Stock.

          (b) If there is a lapse, expiration, termination or cancellation of
     any Award granted hereunder without the issuance of Shares or payment of
     cash thereunder, if Shares are issued under any Award and thereafter are
     reacquired by the Company pursuant to rights reserved upon the issuance
     thereof, or if previously owned Shares are delivered to the Company in
     payment of the exercise price of an Award, then the Shares subject to,
     reserved for or delivered in payment in respect of such Award may again be
     used for new Options or other Awards of any sort authorized under this
     Program.

          (c) No Participant shall be granted Benefits under the Program that
     could result in such Participant (i) receiving in any single fiscal year of
     the Company Options for, and/or Stock Appreciation Rights with respect to,
     more than 450,000 Shares, (ii) receiving Benefits in any single fiscal year
     of the Company relating to more than 225,000 Shares of Restricted Stock,
     (iii) receiving more than 225,000 Performance Shares in respect of any
     period designated under Section 12 or (iv) receiving Performance Units
     exceeding $1,000,000 in value in respect of any period designated under
     Section 13. Such number of Shares as specified in the preceding sentence
     shall be subject to adjustment in accordance with the terms of Section
     18(a) hereof. In all cases, determinations under this Section 5 shall be
     made in a manner that is consistent with the exemption for
     performance-based compensation provided by Section 162(m) of the Code (or
     any successor provision thereto) and any regulations promulgated
     thereunder.

     6. Incentive Stock Options. Incentive Stock Options will be exercisable at
purchase prices of not less than One Hundred percent (100%) of the fair market
value of the Shares on the date of grant, as such fair market value is
determined by such methods or procedures as shall be established from time to
time by the Committee ("Fair Market Value"). Incentive Stock Options will be
exercisable over not more than ten (10) years after date of grant and shall
terminate not later than three (3) months after termination of employment for
any reason other than death, except as otherwise provided by the Committee. If
the Participant should die while employed or within three (3) months after
termination of employment, then the right of the Participant's successor in
interest to exercise an Incentive Stock Option shall terminate not later than
twelve (12) months after the date of death, except as otherwise provided by the
Committee. In all other respects, the terms of any Incentive Stock Option
granted under the Program shall comply with the provisions of Section 422 of the
Code (or any successor provision thereto) and any regulations promulgated
thereunder.

                                       3
<PAGE>
                                                                   Exhibit 10(a)
     7. Non-Qualified Stock Options. Non-Qualified Stock Options will be
exercisable at purchase prices of not less than One Hundred percent (100%) of
the Fair Market Value of the Shares on the date of grant. Non-Qualified Stock
Options will be exercisable as determined by the Committee over not more than
fifteen (15) years after the date of grant and shall terminate six (6) months
after termination of employment for any reason other than death, except that,
subject to the maximum term of fifteen (15) years, (a) in connection with the
termination of a Participant's employment in a manner that entitles the
Participant immediately to receive the payment of benefits under any defined
benefit retirement plan of the Company or any of its Affiliates ("Retirement"),
a Non-Qualified Stock Option shall terminate three (3) years after Retirement
and (b) the Committee may provide otherwise in connection with any termination
of employment, including Retirement. If the Participant should die while
employed or within any period after termination of employment during which the
Non-Qualified Stock Option was exercisable, then, subject to the maximum term of
fifteen (15) years, the right of the Participant's successor in interest to
exercise a Non-Qualified Stock Option shall terminate not later than twelve (12)
months after the date of death, except as otherwise provided by the Committee

     8. Certain Replacement Options. Without in any way limiting the authority
of the Committee to make grants of Options to Participants hereunder, and in
order to induce Participants to retain ownership of Shares acquired upon the
exercise of Options, the Committee shall have the authority (but not an
obligation) to include within any agreement setting forth the terms of any
Options (or any amendment thereto) a provision entitling a Participant to
further Options ("Replacement Options") in the event the Participant exercises
any Options (including a Replacement Option) under the Program, in whole or in
part, by surrendering previously acquired Shares. Any such Replacement Options
shall (a) be Non-Qualified Stock Options under Section 7, exercisable at a
purchase price, unless otherwise determined by the Committee, of 100% of the
Fair Market Value of the Shares on the date the Replacement Options are granted,
(b) be for a number of Shares equal to the number of Shares surrendered, (c)
only become exercisable on the terms specified by the Committee in the event the
Participant holds, for a minimum period of time prescribed by the Committee, the
Shares the Participant acquired upon the exercise in connection with which the
Replacement Options were issued, and (d) be subject to such other terms and
conditions as the Committee may determine.

     9. Stock Appreciation Rights. The Committee is hereby authorized to grant
Stock Appreciation Rights to Participants. Subject to the terms of the Program
and any applicable agreement with a Participant, a Stock Appreciation Right
granted under the Program shall confer on the holder thereof a right to receive,
upon exercise thereof, the excess of (a) the Fair Market Value of one Share
(determined on the date the Stock Appreciation Right is exercised) over (b) the
grant price of the Stock Appreciation Right as specified by the Committee, which
shall, unless otherwise determined by the Committee, be 100% of the Fair Market
Value of one Share (determined on the date of grant of the Stock Appreciation
Right). Subject to the terms of the Program, the grant price, term, calculation
of Fair Market Value, methods of exercise, methods of settlement (including
whether the Participant will be paid in cash, Shares, other securities, other
Benefits or other property, or

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<PAGE>
                                                                   Exhibit 10(a)
any combination thereof), and any other terms and conditions of any Stock
Appreciation Right shall be as determined by the Committee. The Committee may
impose such conditions or restrictions on the exercise of any Stock Appreciation
Right as it may deem appropriate.

     10. Restricted Stock.

          (a) The Committee is hereby authorized to issue Restricted Stock to
     Participants, with or without payment therefor, as additional compensation,
     or in lieu of other compensation, for their services to the Company and/or
     any Affiliate. Restricted Stock shall be subject to such terms and
     conditions as the Committee determines appropriate, including, without
     limitation, restrictions on sale or other disposition and rights of the
     Company to reacquire such Restricted Stock upon termination of the
     Participant's employment within specified periods, as prescribed by the
     Committee.

          (b) Without limitation, such terms and conditions may provide that
     Restricted Stock shall be subject to forfeiture if the Company or the
     Participant fails to achieve certain goals established by the Committee
     over a designated period of time. Any grant of Restricted Stock subject to
     such terms and conditions to a Section 16 Participant shall be in writing.
     The goals established by the Committee may relate to any one or more of the
     following: revenues, earnings per share, return on shareholder equity,
     return on average total capital employed, return on net assets employed
     before interest and taxes, economic value added and/or, in the case of
     Participants other than Section 16 Participants, such other goals as may be
     established by the Committee in its discretion. In the event the minimum
     goal established by the Committee is not achieved at the conclusion of a
     period, all Shares of Restricted Stock shall be forfeited. In the event the
     maximum goal is achieved, no Shares of Restricted Stock shall be forfeited.
     Partial achievement of the maximum goal may result in forfeiture
     corresponding to the degree of nonachievement to the extent specified in
     writing by the Committee when the grant is made. The Committee shall
     certify in writing as to the degree of achievement after completion of the
     performance period.

     11. Bonus Shares; Deposit Share Program. The Committee is authorized to
provide Participants the opportunity to elect to receive Shares in lieu of a
portion or all of cash bonuses under the Company's incentive compensation
programs and/or increases in base compensation ("Bonus Shares"). Bonus Shares
shall be issued in an amount equal to (a) the dollar amount of bonus or base
compensation a Participant elects to receive in Common Stock (subject to limits
prescribed by the Committee) divided by (b) the Fair Market Value of a Share (as
determined on the date the cash compensation to which the Bonus Shares relate
would otherwise be payable) and shall be subject to such terms and conditions as
the Committee deems appropriate, including, without limitation, restrictions on
withdrawal from the Deposit Share Program (as hereinafter defined), sale or
other disposition.

                                       5
<PAGE>
                                                                   Exhibit 10(a)
     The Committee may establish a program (the "Deposit Share Program") in
connection with the delivery of Bonus Shares under which (a) Participants
wishing to receive Restricted Stock in tandem with Bonus Shares shall deposit
Bonus Shares with the Company or such other designee of the Company and comply
with all rules relating to the Deposit Share Program as the Committee prescribes
and (b) the Company shall match any Bonus Shares a Participant has deposited
with the Company by depositing up to one (1) Share of Restricted Stock for each
Bonus Share deposited, as determined by the Committee. The Restricted Stock
deposited by the Company shall vest in accordance with such terms and conditions
as determined by the Committee.

     Elections to receive Bonus Shares or to participate in the Deposit Share
Program may be made only in accordance with such rules and regulations
prescribed by the Committee from time to time, including any rules and
regulations applicable to Section 16 Participants.

     12. Performance Shares. The Committee may grant Performance Shares that the
Participant may earn in whole or in part if the Company or the Participant
achieves certain goals established by the Committee over a designated period of
time consisting of one or more full fiscal years of the Company, but not in any
event more than five (5) years. Any such grant to a Section 16 Participant shall
be in writing. The goals established by the Committee may relate to any one or
more of the following: revenues, earnings per share, return on shareholder
equity, return on average total capital employed, return on net assets employed
before interest and taxes, economic value added and/or, in the case of
Participants other than Section 16 Participants, such other goals as may be
established by the Committee in its discretion. In the event the minimum goal
established by the Committee is not achieved at the conclusion of a period, no
delivery of Shares shall be made to the Participant. In the event the maximum
goal is achieved, One Hundred percent (100%) of the Performance Shares shall be
delivered to the Participant. Partial achievement of the maximum goal may result
in a delivery corresponding to the degree of achievement to the extent specified
in writing by the Committee when the grant is made. The Committee shall certify
in writing as to the degree of achievement after completion of the performance
period. The Committee shall have the discretion to satisfy an obligation to
deliver a Participant's Performance Shares by delivery of less than the number
of Shares earned together with a cash payment equal to the then Fair Market
Value of the Shares not delivered. The number of Shares reserved for issuance
under this Program shall be reduced only by the number of Shares delivered in
respect of earned Performance Shares. Subject to Section 18(c)(iii), at the time
of making an award of Performance Shares, the Committee shall set forth the
consequences of the termination of a Participant's employment with the Company
or an Affiliate prior to the expiration of the designated performance period in
respect of which the Performance Shares are awarded.

     13. Performance Units. The Committee may grant Performance Units to a
Participant that consist of monetary units and that the Participant may earn in
whole or in part if the Company or the Participant achieves certain goals
established by the Committee over a designated period of time consisting of one
or more full fiscal years of the Company, but not in any event more than five
(5) years. Any such grant to a Section 16 Participant

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<PAGE>
                                                                   Exhibit 10(a)
shall be in writing. The goals established by the Committee may relate to any
one or more of the following: revenues, earnings per share, return on
shareholder equity, return on average total capital employed, return on net
assets employed before interest and taxes, economic value added, Share price
and/or, in the case of Participants other than Section 16 Participants, such
other goals as may be established by the Committee in its discretion. In the
event the minimum goal established by the Committee is not achieved at the
conclusion of a period, no payment shall be made to the Participant. In the
event the maximum goal is achieved, One Hundred percent (100%) of the monetary
value of the Performance Units shall be paid to the Participant. Partial
achievement of the maximum goals may result in a payment corresponding to the
degree of achievement to the extent specified in writing by the Committee when
the grant is made. The Committee shall certify in writing as to the degree of
achievement after completion of the performance period. Payment of a Performance
Unit earned may be in cash or in Shares or in a combination of both, as the
Committee in its sole discretion determines. The number of Shares reserved for
issuance under this Program shall be reduced only by the number of Shares
delivered in payment of Performance Units. Subject to Section 18(c)(iii), at the
time of making an award of Performance Units, the Committee shall set forth the
consequences of the termination of a Participant's employment with the Company
or an Affiliate prior to the expiration of the designated performance period in
respect of which the Performance Units are awarded.

     14. Non-Employee Directors. Each Director who is not also an employee of
the Company (including members of the Committee) and who is a Director on the
date of the annual meeting of shareholders of the Company during the term of the
Program shall automatically be granted on each such meeting date a non-qualified
stock option for the purchase of 3,000 Shares ("Director Options") at a purchase
price equal to One Hundred percent (100%) of the Fair Market Value of the Shares
on the date each Director Option is granted, which shall be the closing price
for the Common Stock on such date as reported on the New York Stock Exchange.
Director Options shall be exercisable for ten (10) years from the date of grant
and shall terminate six (6) months after the non-employee Director ceases to
serve as a Director for any reason other than death, except that, subject to the
maximum term of ten (10) years, (a) as to any Director who, at the time the
Director ceases to serve as a Director, is at least age 65 or has completed six
(6) years of service, the Director Options held by the Director shall terminate
three (3) years after the Director ceases to serve as a Director and (b) the
Committee may amend such time limits. If the Director should die while serving
as a Director, or within any period after termination of his or her service as a
Director during which the Director Option was exercisable, then, subject to the
maximum term of ten (10) years, the right of his or her successor in interest to
exercise a Director Option shall terminate twelve (12) months after the date of
death. Non-employee Directors shall not be eligible for any Benefit under the
Program

     15. Transferability. Each Award granted under this Program shall not be
transferable other than by will or the laws of descent and distribution, except
that a Participant or Director may, to the extent allowed by the Committee and
in a manner specified by the Committee, (a) designate in writing a beneficiary
to exercise the Award after the Participant's or Director's death, as the case
may be, and (b) transfer any Award.

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<PAGE>
                                                                   Exhibit 10(a)
     16. Term of Program and Amendment, Modification or Cancellation of
Benefits.

          (a) No Award shall be granted more than ten (10) years after the
     Effective Date.

          (b) Except as provided in Section 19(a) below and subject to the
     requirements of the Program, the Committee may modify or amend any Award or
     waive any restrictions or conditions applicable to any Award or the
     exercise thereof, and the terms and conditions applicable to any Awards may
     at any time be amended, modified or canceled by mutual agreement between
     the Committee and the Participant or Director or any other persons as may
     then have an interest therein, so long as any amendment or modification
     does not increase the number of Shares issuable under this Program. Action
     may be taken under this Section 16(b) notwithstanding expiration of the
     Program under Section 16(a).

     17. Taxes. The Company shall be entitled to withhold the amount of any tax
attributable to any amount payable or Shares deliverable under the Program after
giving the person entitled to receive such amount or Shares notice as far in
advance as practicable, and the Company may defer making payment or delivery if
any such tax may be pending unless and until indemnified to its satisfaction.
The Committee may, in its discretion and subject to such rules as it may adopt,
permit a Participant to pay all or a portion of the federal, state and local
withholding taxes arising in connection with (a) the exercise of a Non-Qualified
Stock Option, (b) a disqualifying disposition of Common Stock received upon the
exercise of an Incentive Stock Option, (c) the lapse of restrictions on
Restricted Stock or (d) the receipt of Performance Shares, by electing to (i)
have the Company withhold Shares, (ii) tender back Shares received in connection
with such Benefit or (iii) deliver other previously owned Shares, having a Fair
Market Value equal to the amount to be withheld; provided, however, that the
amount to be withheld shall not exceed the Participant's estimated total
federal, state and local tax obligations associated with the transaction. The
election must be made on or before the date as of which the amount of tax to be
withheld is determined and otherwise as required by the Committee. The Fair
Market Value of fractional Shares remaining after payment of the withholding
taxes shall be paid to the Participant in cash.

     The Committee may, in its discretion, grant a cash bonus to a Participant
who holds Restricted Stock, either inside or outside of the Deposit Share
Program, or Performance Shares to enable the Participant to pay all or a portion
of the federal, state or local tax liability incurred by the Participant upon
the vesting of Restricted Stock or Performance Shares. The Company shall deduct
from any cash bonus such amount as may be required for the purpose of satisfying
the Company's obligation to withhold federal, state or local taxes.

     18. Adjustment Provisions; Change of Control.

          (a) In the event of any Change in Capitalization, a proportionate
     substitution or adjustment may be made in (i) the aggregate number and/or
     kind of shares or other property reserved for issuance under the Plan and
     (ii) the number, kind and/or purchase

                                       8
<PAGE>
                                                                   Exhibit 10(a)
     price of shares or other property to be delivered under the Plan, in each
     case as may be determined by the Committee in its sole discretion. Such
     other proportionate substitutions or adjustments may be made as shall be
     determined by the Committee in its sole discretion. "Change in
     Capitalization" means any increase, reduction, change or exchange of shares
     of Common Stock for a different number or kind of shares or other
     securities or property by reason of a reclassification, recapitalization,
     merger, consolidation, reorganization, issuance of warrants or rights,
     stock dividend, stock split or reverse stock split, combination or exchange
     of shares, repurchase of shares, change in corporate structure or
     otherwise; or any other corporate action, such as declaration of a special
     dividend, that affects the capitalization of the Company.

          (b) Notwithstanding any other provision of this Program, and without
     affecting the number of Shares otherwise reserved or available hereunder,
     the Committee may authorize the issuance or assumption of Benefits in
     connection with any merger, consolidation, acquisition of property or
     stock, or reorganization upon such terms and conditions as it may deem
     appropriate.

          (c) Change of Control. Except to the extent the Committee provides a
     result more favorable to holders of Awards, upon the occurrence of a Change
     of Control,

               (i) all outstanding Options and Director Options shall vest
          automatically and within ten days following the Change of Control, the
          Company shall pay each holder of an Option or Director Option, in
          exchange for the surrender of such Option or Director Option, an
          amount equal to the excess, if any, of the per-Share Change of Control
          Price over the per-Share purchase price of such Option or Director
          Option, multiplied by the number of Shares covered by such Option or
          Director Option, which amount shall be denominated in (A) such form of
          consideration as the Participant would have received had the
          Participant been the owner of record of such Shares at the time of
          such Change of Control, in the case of a "Change of Control With
          Consideration" or (B) cash, in the case of a "Change of Control
          Without Consideration" (such relevant form, the "Denominated Form");

               (ii) all outstanding Stock Appreciation Rights shall vest
          automatically and within ten days following the Change of Control, the
          Company shall pay each holder of a Stock Appreciation Right, in
          exchange for the surrender of such Stock Appreciation Right, an amount
          equal to the excess, if any, of the per-Share Change of Control Price
          over the per-Share grant price of such Stock Appreciation Right,
          multiplied by the number of Shares covered by such Stock Appreciation
          Right, which amount shall be denominated in the Denominated Form
          (provided, however, that if a Stock Appreciation Right has been
          granted in tandem with an Option or Director Option, the holder
          thereof shall receive payment with respect to either the Option or the
          Stock Appreciation Right, but not both);

                                       9
<PAGE>
                                                                   Exhibit 10(a)
               (iii) the restrictions on Restricted Stock held inside or outside
          the Deposit Share Program (including Bonus Shares) shall lapse and
          within ten days following the Change of Control, the Company shall pay
          each holder of a share of Restricted Stock, in exchange for the
          surrender of such share of Restricted Stock, an amount equal to the
          Change of Control Price of such share of Restricted Stock, which
          amount shall be denominated in the Denominated Form;

               (iv) within ten days following the Change of Control, the Company
          shall pay each holder of a Performance Share and/or Performance Unit
          for which the performance period has not expired, in exchange for the
          surrender of such Performance Share or Performance Unit, an amount
          equal to the product of the value of the Performance Share and/or
          Performance Unit and a fraction, the numerator of which is the number
          of whole months which have elapsed from the beginning of the
          performance period to the date of the Change of Control and the
          denominator of which is the number of whole months in the performance
          period, which amount shall be paid in the Denominated Form;

               (v) within ten days following the Change of Control, the Company
          shall pay each holder of a Performance Share and/or Performance Unit
          that has been earned but not yet paid, in exchange for the surrender
          of such Performance Share and/or Performance Unit, an amount equal to
          the value of such Performance Share and/or Performance Unit, which
          amount shall be paid in the Denominated Form; and

               (vi) within ten days following the Change of Control, the Company
          shall pay to each holder of an Award with respect to which dividend
          equivalents or similar amounts have been credited and not yet paid
          pursuant to any other provision of this Section 18(c), a cash payment
          equal to the value of such dividend equivalents or similar amounts.

     For purposes of this Section 18(c), the "value" of a Performance Share
shall be equal to, and the "value" of a Performance Unit, the value of which is
equal to the Fair Market Value of one or more of the Shares, shall be based on,
the Change of Control Price.

     For purposes of this Section 18(c), "Change of Control Price" shall mean
the higher of (i) the Fair Market Value of the Shares, as determined on the date
of the Change of Control; or (ii) the highest price per Share paid in the Change
of Control transaction.

     For purposes of this Section 18(c), "Change of Control With Consideration"
shall mean a Change of Control in which Shares are exchanged or surrendered for
shares, cash or other property. "Change of Control Without Consideration" shall
mean a Change of Control pursuant to which Shares are not exchanged or
surrendered for shares, cash or other property.

          (d) For purposes of this Plan, a "Change of Control" shall be deemed
     to have occurred on the first to occur of any one of the events set forth
     in the following


                                       10
<PAGE>
                                                                   Exhibit 10(a)
paragraphs:

               (i) any Person is or becomes the Beneficial Owner, directly or
          indirectly, of securities of the Company (not including in the
          securities Beneficially Owned by such Person any securities acquired
          directly from the Company or its COC Affiliates) representing 25% or
          more of either the then outstanding shares of common stock of the
          Company or the combined voting power of the Company's then outstanding
          voting securities, excluding any Person who becomes such a Beneficial
          Owner in connection with a transaction described in clause (A) of
          paragraph (iii) below; or

               (ii) the following individuals cease for any reason to constitute
          a majority of the number of directors then serving: individuals who,
          on January 25, 2002, constitute the Board and any new director (other
          than a director whose initial assumption of office is in connection
          with an actual or threatened election contest, including but not
          limited to a consent solicitation, relating to the election of
          directors of the Company as such terms are used in Rule 14a-11 of
          Regulation 14A under the Exchange Act) whose appointment or election
          by the Board or nomination for election by the Company's shareholders
          was approved or recommended by a vote of at least two-thirds (2/3) of
          the directors then still in office who either were directors on
          January 25, 2002 or whose appointment, election or nomination for
          election was previously so approved or recommended; or

               (iii) there is consummated a merger or consolidation of the
          Company or any direct or indirect subsidiary of the Company with any
          other corporation, other than (A) a merger or consolidation which
          would result in the voting securities of the Company outstanding
          immediately prior to such merger or consolidation continuing to
          represent (either by remaining outstanding or by being converted into
          voting securities of the surviving entity or any parent thereof) at
          least 60% of the combined voting power of the voting securities of the
          Company or such surviving entity or any parent thereof outstanding
          immediately after such merger or consolidation, or (B) a merger or
          consolidation effected to implement a recapitalization of the Company
          (or similar transaction) in which no Person is or becomes the
          Beneficial Owner, directly or indirectly, of securities of the Company
          (not including in the securities Beneficially Owned by such Person any
          securities acquired directly from the Company or its COC Affiliates)
          representing 25% or more of either the then outstanding shares of
          common stock of the Company or the combined voting power of the
          Company's then outstanding voting securities; or

               (iv) the shareholders of the Company approve a plan of complete
          liquidation or dissolution of the Company or there is consummated an
          agreement for the sale or disposition by the Company of all or
          substantially all of the Company's assets (in one transaction or a
          series of related transactions within any

                                       11
<PAGE>
                                                                   Exhibit 10(a)
          period of 24 consecutive months), other than a sale or disposition by
          the Company of all or substantially all of the Company's assets to an
          entity, at least 75% of the combined voting power of the voting
          securities of which are owned by shareholders of the Company in
          substantially the same proportions as their ownership of the Company
          immediately prior to such sale.

Notwithstanding the foregoing, no "Change of Control" shall be deemed to have
occurred if there is consummated any transaction or series of integrated
transactions immediately following which the record holders of the common stock
of the Company immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an entity
which owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions.

For purposes of this definition of Change of Control, "COC Affiliate" shall have
the meaning of "affiliate," as set forth in Rule 12b-2 promulgated under Section
12 of the Exchange Act; "Beneficial Owner" shall have the meaning set forth in
Rule 13d-3 under the Exchange Act; and "Person" shall have the meaning given in
Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and
14(d) thereof, except that such term shall not include (i) the Company or any of
its subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its COC Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, (iv) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company or (v) any individual, entity or group which
is permitted to, and actually does, report its Beneficial Ownership on Schedule
13G (or any successor schedule); provided that if any such individual, entity or
group subsequently becomes required to or does report its Beneficial Ownership
on Schedule 13D (or any successor schedule), such individual, entity or group
shall be deemed to be a Person for purposes hereof on the first date on which
such individual, entity or group becomes required to or does so report
Beneficial Ownership of all of the voting securities of the Company Beneficially
Owned by it on such date.

          (e) As of the Effective Date, any outstanding Benefit previously
     granted under the Program shall be deemed amended to provide to the holder
     of such Benefit rights corresponding to those described in paragraph (c) of
     this Section 18 in the event of a change of control (as defined herein).

     19. Amendment and Termination of the Program; Correction of Defects and
Omissions.

          (a) The Board may at any time amend, alter, suspend, discontinue or
     terminate the Program; provided, however, that the provisions of Section 14
     of the Program shall not be amended more than once every six (6) months,
     other than to comport with changes in the Code, the Employee Retirement
     Income Security Act of 1974, as amended, or the rules promulgated
     thereunder; and provided further that shareholder approval of any amendment
     of the Program shall also be obtained if otherwise required by (i) the
     rules and/or regulations promulgated under Section 16 of the


                                       12
<PAGE>
                                                                   Exhibit 10(a)
     Exchange Act (in order for the Program to remain qualified under Rule
     16b-3), (ii) the Code or any rules promulgated thereunder (in order to
     allow for Incentive Stock Options to be granted under the Program or to
     enable the Company to comply with the provisions of Section 162(m) of the
     Code so that the Company can deduct compensation in excess of the
     limitation set forth therein), or (iii) the listing requirements of the New
     York Stock Exchange or any principal securities exchange or market on which
     the Shares are then traded (in order to maintain the listing or quotation
     of the Shares thereon). Termination of the Program shall not affect the
     rights of Participants or Directors with respect to Awards previously
     granted to them, and all unexpired Awards shall continue in force and
     effect after termination of the Program except as they may lapse or be
     terminated by their own terms and conditions.

          (b) The Committee may correct any defect, supply any omission, or
     reconcile any inconsistency in any Award or agreement covering an Award in
     the manner and to the extent it shall deem desirable to carry the Program
     into effect.

     20. Miscellaneous. The grant of any Award under the Program may also be
subject to other provisions (whether or not applicable to the Benefit awarded to
any other Participant) as the Committee determines appropriate, including,
without limitation, provisions for (a) one or more means to enable Participants
or Directors to defer recognition of taxable income relating to Awards or cash
payments derived therefrom, which means may provide for a return to a
Participant or Director on amounts deferred as determined by the Committee
(provided that no such deferral means may result in an increase in the number of
Shares issuable hereunder); (b) the purchase of Common Stock under Options or
Director Options in installments; (c) the financing of the purchase of Common
Stock under Options or Director Options in the form of a promissory note issued
to the Company by a Participant or Director on such terms and conditions as the
Committee determines; (d) the payment of the purchase price of Options or
Director Options (i) by delivery of cash or other Shares or securities of the
Company having a then Fair Market Value equal to the purchase price of such
Shares or (ii) by delivery (including by fax) to the Company or its designated
agent of an executed irrevocable option exercise form together with irrevocable
instructions to a broker-dealer to sell or margin a sufficient portion of the
Shares and deliver the sale or margin loan proceeds directly to the Company to
pay for the exercise price; (e) restrictions on resale or other disposition; and
(f) compliance with federal or state securities laws and stock exchange
requirements. Notwithstanding the foregoing, to the extent required by Rule
16b-3, Director Options shall be automatic, and the amount and terms of such
Director Options shall be determined as provided in Section 14 of the Plan.


                                      *****


                                       13

</TEXT>
</DOCUMENT>
