BURLINGTON INDUSTRIES INC /DE/
AMENDED AND RESTATED 1992 EQUITY INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>AMENDED AND RESTATED 1992 EQUITY INCENTIVE PLAN
<TEXT>





                        BURLINGTON INDUSTRIES EQUITY INC.
                              AMENDED AND RESTATED
                           1992 EQUITY INCENTIVE PLAN


         1. Purpose. The Burlington Industries Equity Inc. 1992 Equity Incentive
Plan (the  "Plan") is intended to enhance the ability of  Burlington  Industries
Equity Inc., a Delaware  corporation  (the  "Company"),  to attract,  retain and
motivate  key  executives  and  employees  of the  Company,  its  affiliates  or
subsidiaries,  by  providing  such  persons  with an  opportunity  to  obtain  a
proprietary interest in the Company and by rewarding them for their contribution
to the company. The Company believes that providing key executives and employees
with such  opportunities  and rewards serves the best interests of the company's
shareholders.

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

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


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

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

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

"Committee" means the committee of the Board described in Section 4.

"Common  Stock"  means the  common  stock of the  Company,  par value $ 0.01 per
share,  or such  other  class or kind of  shares or other  securities  as may be
applicable under Section 12.

"Effective  Date" shall be the date on which the Plan is approved by the holders
of a majority of the outstanding shares of Common Stock of the Company.

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

"Fair Market Value" means the fair market value of a share of Common  Stock,  as
determined in good faith by the Committee, using such methodology as it may deem
appropriate.

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

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

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

"Initial  Value"  means  the  initial  value,  if any,  of a  Phantom  Share  or
Free-Standing Stock Appreciation Right as determined at the time of grant by the
Committee in its discretion and as set forth in the applicable Agreement.

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

"Option"  means an option to  purchase  shares of Common  Stock,  subject to the
terms and conditions provided for in Section 7.

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

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

"Phantom  Share" means a right whose value is determined  with  reference to the
value of Common Stock or such other measure as may be approved by the Committee,
subject to the terms and conditions provided for in Section 10.

"Restricted  Shares" means  restricted  shares of Common  Stock,  subject to the
terms and conditions provided for in Section 9.

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

"Stock Appreciation Right" means a right to receive appreciation, if any, in the
Fair Market Value of shares of Common Stock, subject to the terms and conditions
provided for in Section 8.

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

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

         3. Shares  Available  for Grant.  The number of shares of Common  Stock
that may be used to  settle  Awards  under the Plan  shall not  exceed 8% of the
number of issued and outstanding  shares of Common Stock as of the closing,  and
after giving effect to, the initial public  offering of Common Stock  (including
the  exercise  of  the  underwriters'  over-allotment  option)  pursuant  to the
Company's  Registration  Statement (No.  33-45149) filed with the Securities and
Exchange  Commission.  Notwithstanding  the foregoing,  (i) in  calculating  the
number of shares of Common  Stock  outstanding  for this  purpose,  any right to
convert any stock,  bond,  note or other right or  instrument  into Common Stock
shall be deemed to have been  exercised;  (ii) any Awards granted under the Plan
that constitute  replacements or substitutions for awards granted under the Plan
or any other plan of the Company, its affiliates and subsidiaries, or any entity
or business that is acquired by the Company,  its  affiliates  or  subsidiaries,
shall not be  counted  for the  purpose of  calculating  the number of shares of
Common Stock issued or issuable in connection with Awards that are granted under
the Plan nor  considered  newly granted Awards for purposes of Section 14; (iii)
the  aggregate  number of shares of Common  Stock  subject  to  Incentive  Stock
Options which may be granted under the Plan shall not exceed 1,200,000; and (iv)
any Awards that have been  forfeited  or canceled  or have  expired  without the
relevant Participant having received value therefor, such as the forfeiture of a
Participant's  unvested  Option upon  termination  of his  service (an  "Expired
Award") shall not be counted for purposes of determining the number of shares of
Common  Stock issued or issuable in  connection  with Awards  granted  under the
Plan.  For purposes of clause (iv) above,  neither (A) any Award tendered to the
Company or withheld by the Company to satisfy  tax-withholding  requirements nor
(B) any Restricted Share that is forfeited, canceled or expires and with respect
to which a Participant received any dividends or "benefits of ownership" (within
the meaning of the rules under  Section  16(b) of the  Exchange  Act),  shall be
deemed an Expired Award.

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

         4.  Administration.  The Plan shall be  administered  by the Committee,
which shall be  appointed  by the Board and which  shall  consist of two or more
members  of the Board who,  during  the time of their  service as members of the
Committee, qualify with respect to the Plan as "disinterested directors", within
the meaning of Rule 16b-3 under the exchange Act. The  Committee  shall have the
authority  to  interpret  and  construe  the  provisions  of the Plan and of any
agreements under the Plan and make determinations pursuant to any Plan provision
or agreement.  Each interpretation,  determination or other action made or taken
pursuant to the Plan by the Committee shall be final,  conclusive and binding on
all persons.

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

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

                  7.       Terms of Options.
                           ----------------

                  (a) Terms of Options Generally.  Options may be granted to any
         Participant  to purchase  such number of shares of Common  Stock as the
         Committee  shall  determine in exchange for payment of the Option Price
         in cash,  or, in the  discretion  of the  Committee  and to the  extent
         provided in the applicable Agreement, in shares of Common Stock already
         owned by the Participant, in other property acceptable to the Committee
         or in any  combination  of cash,  shares of Common  Stock or such other
         property,  or in such other manner of settlement of the Option Price as
         the Committee  shall  determine.  Options  granted under the Plan shall
         comply with the terms and conditions set forth in this Section 7.

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

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

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

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

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

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

         8.       Terms of Stock Appreciation Rights.
                  ----------------------------------

                  (a) Terms of Stock Appreciation  Rights Generally.  Each Stock
         Appreciation  Right  granted under the Plan shall comply with the terms
         and conditions set forth in this Section 8.

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

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

                           (iii) Value of Stock  Appreciation  Rights.  A vested
                  Stock  Appreciation  Right  shall  entitle  a  Participant  to
                  receive  from the  Company,  upon  exercise  of the right,  an
                  amount (payable in the manner described in Section 8(c)) equal
                  to the Fair  Market  Value on the  exercise  date of the Stock
                  Appreciation  Right of the  total  number  of shares of Common
                  Stock for which the  Stock  Appreciation  Right is  exercised,
                  less (A) in the case of Tandem Stock Appreciation  Rights, the
                  Option Price that the  Participant  would have  otherwise been
                  required  to pay to  purchase  such shares had the Option been
                  exercised  with respect to such shares or (B) in the case of a
                  Free-Standing Stock Appreciation Right, the Initial Value.

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

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

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

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

         9.        Terms of Restricted Shares.
                   --------------------------

                  (a) Terms of Restricted  Shares  Generally.  Restricted Shares
         may be granted or offered for sale to any  Participant,  may be granted
         solely in consideration  for services rendered or to be rendered to the
         Company, or its subsidiaries or affiliates,  and may also be granted in
         substitution and exchange for "restricted property" (within the meaning
         of Section 83 of the Code) held by a Participant.  If Restricted Shares
         are offered for sale hereunder,  the purchase price shall be payable in
         cash, or, in the discretion of the Committee and to the extent provided
         in the  applicable  Agreement , in shares of Common Stock already owned
         by the  participant,  in other property or in any  combination of cash,
         shares of Common Stock or such other  property.  The Restricted  Shares
         granted or offered for sale under the Plan shall  comply with the terms
         and conditions set forth in this Section 9.

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

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

                  (d) Vesting. Each Restricted Share shall vest as determined by
         the Committee and as set forth in the applicable agreement.

         10.      Terms of Phantom Shares.
                  -----------------------

                  (a) Terms of Phantom Shares  Generally.  Phantom Shares may be
         granted to any Participant.  The Phantom Shares granted hereunder shall
         comply with the terms and conditions set forth in this Section 10.

                           (i) Measurement of Value of Phantom Shares.  A vested
                  Phantom  Share shall entitle the  Participant  to receive from
                  the Company,  on such date as the  Committee  may determine in
                  its discretion  and as set forth in the applicable  Agreement,
                  an amount  equal to the Fair Market Value of a share of Common
                  Stock as of such payment date,  less the Initial Value of such
                  Phantom Share (or such other  measurement of value as may have
                  been  established  by the Committee in its  discretion and set
                  forth in the applicable Agreement).

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

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

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

         11.  Effectiveness of the Plan. The Plan shall become effective on, and
shall have no force and effect until, the Effective Date.

         12.      Certain Adjustments.
                  -------------------

                  (a)  Effect  of  Reorganization.  In the  event  that  (i) the
         Company is merged or consolidated with another corporation, (ii) all or
         substantially  all the assets of the  Company  are  acquired by another
         corporation,  person or  entity,  (iii)  the  Company  is  reorganized,
         dissolved or liquidated or (iv) the division or subsidiary  for which a
         Participant   performs   services   is  sold,   merged,   consolidated,
         reorganized or liquidated  (each such event in (i), (ii), (iii) or (iv)
         being hereinafter  referred to as a "Reorganization  Event") or (v) the
         Board shall propose that the company enter into a Reorganization Event,
         then the Committee shall make  adjustments to provide each  Participant
         with a benefit  equivalent to that to which he would have been entitled
         had such event not occurred.

                  (b)  Dilution and Other  Adjustments.  In the event of a stock
         dividend or split, the Committee shall make any or all of the following
         adjustments  that in its discretion it deems  necessary or advisable to
         provide each Participant with a benefit  equivalent to that to which he
         would have been  entitled had such event not  occurred:  (i) adjust the
         number of Awards granted or offered to each  Participant and the number
         of Awards  that may be  granted or offered  generally  pursuant  to the
         Plan, (ii) adjust the Option Price of any options and the Initial Value
         of any Phantom Shares and Free-Standing Stock Appreciation  Rights, and
         (iii)  make  any  other  adjustments,  or  take  such  action,  as  the
         Committee, in its discretion, deems appropriate. Such adjustments shall
         be conclusive and binding for all purposes. In the event of a change in
         the  Common  Stock  which is  limited  to a change  in the  designation
         thereof to "Capital Stock" or other similar designation, or to a change
         in the par value  thereof,  or from par value to no par value,  without
         increase  or  decrease  in the  number of  issued  shares,  the  shares
         resulting  from any such  change  shall be deemed  to be  Common  Stock
         within the meaning of the plan.

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

         14. Termination.  Unless previously  terminated pursuant to Section 13,
the Plan shall terminate on the fifth  anniversary of the Effective Date, and no
further Awards may be granted hereunder after such date. Awards then outstanding
may continue to be exercised, vest or be paid in accordance with their terms.

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

         16.      Miscellaneous.
                  -------------

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

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

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

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

                  (e) Shareholder  Rights. A Participant shall have no rights as
         a  shareholder  with  respect to any  shares  issued or  issuable  with
         respect to an Award until a certificate or certificates evidencing such
         shares   shall  have  been  issued  to  or  for  the  benefit  of  such
         Participant,   and  no  adjustment  shall  be  made  for  dividends  or
         distributions  or other  rights in  respect  of any share for which the
         record  date is prior to the date  upon  which  the  Participant  shall
         become  the  holder  of  record  thereof;  provided,  however,  that  a
         Participant shall have all rights of a shareholder as to any Restricted
         Shares sold or granted to him, including the right to receive dividends
         and the  right  to  vote  for  directors  and  upon  other  matters  in
         accordance  with  the  Company's  Certificate  of  Incorporation;   and
         provided,  further,  that the  Participant  shall not have the right to
         transfer, sell, hypothecate,  pledge or otherwise alienate any unvested
         Restricted Share.

As amended and restated April 26, 2000.

</TEXT>
</DOCUMENT>
