DUN & BRADSTREET CORP/NW
10_29 STOCK INCENTIVE PLAN
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<FILENAME>stplan6_20.txt
<DESCRIPTION>10_29 STOCK INCENTIVE PLAN
<TEXT>
                        THE DUN & BRADSTREET CORPORATION
                            2000 STOCK INCENTIVE PLAN
                     (as amended and restated June 20, 2001)


1.       Purpose of the Plan

     The purpose of the Plan is to aid the Company and its Affiliates in
securing and retaining key employees of outstanding ability and to motivate such
employees to exert their best efforts on behalf of the Company and its
Affiliates by providing incentives through the granting of Awards. The Company
expects that it will benefit from the added interest which such key employees
will have in the welfare of the Company as a result of their proprietary
interest in the Company's success.

2.       Definitions

     The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:

(a) Act: The  Securities  Exchange  Act of 1934,  as amended,  or any  successor
thereto.

(b) Affiliate: With respect to the Company, any entity directly or indirectly
controlling, controlled by, or under common control with, the Company or any
other entity designated by the Board in which the Company or an Affiliate has an
interest.

(c) Award:  An  Option,  Stock  Appreciation  Right or Other  Stock-Based  Award
granted pursuant to the Plan.

(d)  Beneficial  Owner:  As such term is defined in Rule 13d-3 under the Act (or
any successor rule thereto).

(e) Board: The Board of Directors of the Company.

(f) Change in Control: The occurrence of any of the following events:

(i) any Person (other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any company owned,
directly or indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company), becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company's then
outstanding securities;

(ii) during any period of twenty-four months (not including any period prior to
the Effective Date), individuals who at the beginning of such period constitute
the Board, and any new director (other than (A) a director nominated by a Person
who has entered into an agreement with the Company to effect a transaction
described in Sections 2(e)(i), (iii) or (iv) of the Plan, (B) a director
nominated by any Person (including the Company) who publicly announces an
intention to take or to consider taking actions (including, but not limited to,
an actual or threatened proxy contest) which if consummated would constitute a
Change in Control or (C) a director designated by any Person who is the
Beneficial Owner, directly or indirectly, of securities of the Company
representing 10% or more of the combined voting power of the Company's
securities) whose election by the Board or nomination for election by the
Company's stockholders was approved in advance 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 at least a majority
thereof;

(iii) the stockholders of the Company approve a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation (A)
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediately after such merger
or consolidation and (B) after which no Person would hold 20% or more of the
combined voting power of the then outstanding securities of the Company or such
surviving entity; or

(iv) 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.

(g) Code:  The  Internal  Revenue  Code of 1986,  as amended,  or any  successor
thereto.

(h) Committee: The Compensation and Benefits Committee of the Board, or any
successor thereto or other committee designated by the Board to assume the
obligations of the Committee hereunder.

(i) Company: The Dun & Bradstreet Corporation.

(j) Disability: Inability to engage in any substantial gainful activity by
reason of a medically determinable physical or mental impairment which
constitutes a permanent and total disability, as defined in Section 22(e)(3) of
the Code (or any successor section thereto). The determination whether a
Participant has suffered a Disability shall be made by the Committee based upon
such evidence as it deems necessary and appropriate. A Participant shall not be
considered disabled unless he or she furnishes such medical or other evidence of
the existence of the Disability as the Committee, in its sole discretion, may
require.

(k) Effective Date: The date on which the Plan takes effect, as defined pursuant
to Section 17 of the Plan.

(l) Fair Market Value: On a given date, the arithmetic mean of the high and low
prices of the Shares as reported on such date on the Composite Tape of the
principal national securities exchange on which such Shares are listed or
admitted to trading, or, if no Composite Tape exists for such national
securities exchange on such date, then on the principal national securities
exchange on which such Shares are listed or admitted to trading, or, if the
Shares are not listed or admitted on a national securities exchange, the
arithmetic mean of the per Share closing bid price and per Share closing asked
price on such date as quoted on the National Association of Securities Dealers
Automated Quotation System (or such market in which such prices are regularly
quoted), or, if there is no market on which the Shares are regularly quoted, the
Fair Market Value shall be the value established by the Committee in good faith.
If no sale of Shares shall have been reported on such Composite Tape or such
national securities exchange on such date or quoted on the National Association
of Securities Dealers Automated Quotation System on such date, then the
immediately preceding date on which sales of the Shares have been so reported or
quoted shall be used.

(m) ISO: An Option that complies with  Section~422 (or any successor  provision)
of the Code.

(n) LSAR: A limited stock appreciation right granted pursuant to Section 8(d) of
the Plan.

(o) Other Stock-Based Awards: Awards granted pursuant to Section 9 of the Plan.

(p) Option: A stock option granted pursuant to Section 7 of the Plan.

(q) Option  Price:  The  purchase  price per Share of an Option,  as  determined
pursuant to Section 7(a) of the Plan.

(r)  Participant:  An individual who is selected by the Committee to participate
in the Plan pursuant to Section 5 of the Plan.

(s)  Performance-Based  Awards:  Other  Stock-Based  Awards granted  pursuant to
Section 9(b) of the Plan.

(t) Person:  As such term is used for purposes of Section  13(d) or 14(d) of the
Act (or any successor section thereto).

(u) Plan: The Dun & Bradstreet Corporation 2000 Stock Incentive Plan.

(v) Post-Retirement  Exercise Period: As such term is defined in Section 7(g) of
the Plan.

(w) Retirement: Termination of employment with the Company or an Affiliate after
such Participant has attained age 55 and five years of service with the Company;
or, with the prior written consent of the Committee that such termination be
treated as a Retirement hereunder, termination of employment under other
circumstances.

(x) Shares: Shares of common stock, par value $0.01 per Share, of the Company.

(y)  Special  Exercise  Period:  As such term is defined in Section  7(g) of the
Plan.

(z) Spread Value: With respect to a Share subject to an Award, an amount equal
to the excess of the Fair Market Value, on the date such value is determined,
over the Award's exercise or grant price, if any.

(aa) Stock  Appreciation  Right: A stock  appreciation right granted pursuant to
Section 8 of the Plan.

(bb) Subsidiary:  A subsidiary corporation,  as defined in Section 424(f) of the
Code (or any successor section thereto).

3.       Shares Subject to the Plan

     The total number of Shares which may be issued under the Plan is 9,700,000.
The maximum number of Shares for which Options and Stock Appreciation Rights may
be granted during a calendar year to any Participant shall be 700,000. An amount
not in excess of 6.75% of the total number of shares reserved and available for
distribution pursuant to the Plan may be issued for Other Stock-Based Awards
pursuant to Section 9. The Shares may consist, in whole or in part, of unissued
Shares or treasury Shares. The issuance of Shares or the payment of cash upon
the exercise of an Award shall reduce the total number of Shares available under
the Plan, as applicable. Shares which are subject to Awards which terminate or
lapse may be granted again under the Plan.

4.       Administration

     The Plan shall be administered by the Committee, which may delegate its
duties and powers in whole or in part to any subcommittee thereof consisting
solely of at least two individuals who are intended to qualify as "non-employee
directors" within the meaning of Rule~16b-3 under the Act (or any successor rule
thereto) and "outside directors" within the meaning of Section 162(m) of the
Code (or any successor section thereto); provided, however, that any action
permitted to be taken by the Committee may be taken by the Board, in its
discretion. Awards may, in the discretion of the Committee, be made under the
Plan in assumption of, or in substitution for, outstanding awards previously
granted by a company acquired by the Company or its Affiliates or with which the
Company or its Affiliates combines. The number of Shares underlying such
substitute awards shall be counted against the aggregate number of Shares
available for Awards under the Plan. The Committee is authorized to interpret
the Plan, to establish, amend and rescind any rules and regulations relating to
the Plan, and to make any other determinations that it deems necessary or
desirable for the administration of the Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Plan in the
manner and to the extent the Committee deems necessary or desirable. Any
decision of the Committee in the interpretation and administration of the Plan,
as described herein, shall lie within its sole and absolute discretion and shall
be final, conclusive and binding on all parties concerned (including, but not
limited to, Participants and their beneficiaries or successors). Determinations
made by the Committee under the Plan need not be uniform and may be made
selectively among Participants, whether or not such Participants are similarly
situated. The Committee shall require payment of any amount it may determine to
be necessary to withhold for federal, state, local or other taxes as a result of
the exercise or grant of an Award. Unless the Committee specifies otherwise, the
Participant may elect to pay a portion or all of such withholding taxes by (a)
delivery in Shares or (b) having Shares withheld by the Company from any Shares
that would have otherwise been received by the Participant. The number of Shares
so delivered or withheld shall have an aggregate Fair Market Value sufficient to
satisfy the applicable withholding taxes. If the chief executive officer of the
Company is a member of the Board, the Board by specific resolution may
constitute such chief executive officer as a committee of one which shall have
the authority to grant Awards of up to an aggregate of 200,000 Shares in each
calendar year to Participants who are not subject to the rules promulgated under
Section 16 of the Act (or any successor section thereto); provided, however,
that such chief executive officer shall notify the Committee of any such grants
made pursuant to this Section 4.

5.       Eligibility

     Key employees (but not members of the Committee or any person who serves
only as a director) of the Company and its Affiliates, who are from time to time
responsible for the management, growth and protection of the business of the
Company and its Affiliates, are eligible to be granted Awards under the Plan.
Participants shall be selected from time to time by the Committee, in its sole
discretion, from among those eligible, and the Committee shall determine, in its
sole discretion, the number of Shares to be covered by the Awards granted to
each Participant.

6.       Limitations

     No Award may be granted under the Plan after the tenth anniversary of the
Effective Date, but Awards theretofore granted may extend beyond that date.

7.       Terms and Conditions of Options

     Options granted under the Plan shall be, as determined by the Committee,
nonqualified, incentive or other stock options for federal income tax purposes,
as evidenced by the related Award agreements, and shall be subject to the
foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:

(a)  Option  Price.  The  Option  Price per  Share  shall be  determined  by the
Committee,  but  shall not be less  than  100% of the Fair  Market  Value of the
Shares on the date an Option is granted.

(b) Exercisability. Options granted under the Plan shall be exercisable at such
time and upon such terms and conditions as may be determined by the Committee,
but in no event shall an Option be exercisable more than ten years after the
date it is granted.

(c) Exercise of Options. Except as otherwise provided in the Plan or in an Award
agreement, an Option may be exercised for all, or from time to time any part, of
the Shares for which it is then exercisable. For purposes of Section 7 of the
Plan, the exercise date of an Option shall be the later of the date a notice of
exercise is received by the Company and, if applicable, the date payment is
received by the Company pursuant to clauses (i), (ii) or (iii) in the following
sentence. The purchase price for the Shares as to which an Option is exercised
shall be paid to the Company in full at the time of exercise at the election of
the Participant (i) in cash or its equivalent (e.g., by check), (ii) to the
extent permitted by the Committee, in Shares having a Fair Market Value equal to
the aggregate Option Price for the Shares being purchased and satisfying such
other requirements as may be imposed by the Committee; provided, that such
shares of Common Stock have been held by the Participant for no less than six
months (or such other period as established from time to time by the Committee),
(iii) partly in cash and, to the extent permitted by the Committee, partly in
such Shares, or (iv) through the delivery of irrevocable instructions to a
broker to deliver promptly to the Company an amount equal to the aggregate
Option Price for the Shares being purchased. No Participant shall have any
rights to dividends or other rights of a stockholder with respect to Shares
subject to an Option until the occurrence of the exercise date (determined as
set forth above) and, if applicable, the satisfaction of any other conditions
imposed by the Committee pursuant to the Plan.

(d) ISOs. The Committee may grant Options under the Plan that are intended to be
ISOs. Such ISOs shall comply with the requirements of Section 422 of the Code
(or any successor section thereto). Unless otherwise permitted under Section 422
of the Code (or any successor section thereto), no ISO may be granted to any
Participant who at the time of such grant, owns more than ten percent of the
total combined voting power of all classes of stock of the Company or of any
Subsidiary, unless (i) the Option Price for such ISO is at least 110% of the
Fair Market Value of a Share on the date the ISO is granted and (ii) the date on
which such ISO terminates is a date not later than the day preceding the fifth
anniversary of the date on which the ISO is granted. Any Participant who
disposes of Shares acquired upon the exercise of an ISO either (i) within two
years after the date of grant of such ISO or (ii) within one year after the
transfer of such Shares to the Participant, shall notify the Company of such
disposition and of the amount realized upon such disposition.

(e) Attestation. Wherever in this Plan or any agreement evidencing an Award a
Participant is permitted to pay the exercise price of an Option or taxes
relating to the exercise of an Option by delivering Shares, the Participant may,
subject to procedures satisfactory to the Committee, satisfy such delivery
requirement by presenting proof of beneficial ownership of such Shares, in which
case the Company shall treat the Option as exercised without further payment and
shall withhold such number of Shares from the Shares acquired by the exercise of
the Option.

(f) Exercisability Upon Termination of Employment by Death or Disability. If a
Participant's employment with the Company and its Affiliates terminates by
reason of death or Disability after the first anniversary of the date of grant
of an Option, (i) the unexercised portion of such Option shall immediately vest
in full and (ii) such portion may thereafter be exercised during the shorter of
(A) the remaining stated term of the Option or (B) five years after the date of
death or Disability.

(g) Exercisability Upon Termination of Employment by Retirement. If a
Participant's employment with the Company and its Affiliates terminates by
reason of Retirement after the first anniversary of the date of grant of an
Option, an unexercised Option may thereafter be exercised during the shorter of
(i) the remaining stated term of the Option or (ii) five years after the date of
such termination of employment (the "Post-Retirement Exercise Period"), but only
to the extent to which such Option was exercisable at the time of such
termination of employment or becomes exercisable during the Post-Retirement
Exercise Period; provided, however, that if a Participant dies within a period
of five years after such termination of employment, an unexercised Option may
thereafter be exercised, during the shorter of (i) the remaining stated term of
the Option or (ii) the period that is the longer of (A) five years after the
date of such termination of employment or (B) one year after the date of death
(the "Special Exercise Period"), but only to the extent to which such Option was
exercisable at the time of such termination of employment or becomes exercisable
during the Special Exercise Period.

(h) Effect of Other Termination of Employment. If a Participant's employment
with the Company and its Affiliates terminates (i) for any reason (other than
death, Disability or Retirement after the first anniversary of the date of grant
of an Option as described above) or (ii)~for any reason on or prior to the first
anniversary of the date of grant of an Option, an unexercised Option may
thereafter be exercised during the period ending 30 days after the date of such
termination of employment, but only to the extent to which such Option was
exercisable at the time of such termination of employment. Notwithstanding the
foregoing, the Committee may, in its sole discretion, accelerate the vesting of
unvested Options held by a Participant if such Participant is terminated from
employment without "cause" (as such term is defined by the Committee in its sole
discretion) by the Company.

(i) Nontransferability of Stock Options. Except as otherwise provided in this
Section~7(i), a stock option shall not be transferable by the optionee otherwise
than by will or by the laws of descent and distribution and during the lifetime
of an optionee an option shall be exercisable only by the optionee. An option
exercisable after the death of an optionee or a transferee pursuant to the
following sentence may be exercised by the legatees, personal representatives or
distributees of the optionee or such transferee. The Committee may, in its
discretion, authorize all or a portion of the options previously granted or to
be granted to an optionee to be on terms which permit irrevocable transfer for
no consideration by such optionee to any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, of the optionee, trusts for the exclusive benefit of
these persons, and any other entity owned solely by these persons ("Eligible
Transferees"), provided that (x) the stock option agreement pursuant to which
such options are granted must be approved by the Committee, and must expressly
provide for transferability in a manner consistent with this Section and (y)
subsequent transfers of transferred options shall be prohibited except those in
accordance with the first sentence of this Section 7(i). The Committee may, in
its discretion; amend the definition of Eligible Transferees to conform to the
coverage rules of Form S-8 under the Securities Act of 1933 or any comparable
Form from time to time in effect. Following transfer, any such options shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer. The events of termination of service of Sections
7(f), 7(g) and 7(h) hereof shall continue to be applied with respect to the
original optionee, following which the options shall be exercisable by the
transferee only to the extent, and for the periods specified, in Sections 7(f),
7(g) and 7(h). The Committee may delegate to a committee consisting of employees
of the Company the authority to authorize transfers, establish terms and
conditions upon which transfers may be made and establish classes of options
eligible to transfer options, as well as to make other determinations with
respect to option transfers.

8.       Terms and Conditions of Stock Appreciation Rights

(a) Grants. The Committee also may grant (i) a Stock Appreciation Right
independent of an Option or (ii) a Stock Appreciation Right in connection with
an Option, or a portion thereof. A Stock Appreciation Right granted pursuant to
clause (ii) of the preceding sentence (A) may be granted at the time the related
Option is granted or at any time prior to the exercise or cancellation of the
related Option, (B) shall cover the same Shares covered by an Option (or such
lesser number of Shares as the Committee may determine) and (C) shall be subject
to the same terms and conditions as such Option except for such additional
limitations as are contemplated by this Section 8 (or such additional
limitations as may be included in an Award agreement).

(b) Terms. The exercise price per Share of a Stock Appreciation Right shall be
an amount determined by the Committee but in no event shall such amount be less
than the greater of (i) the Fair Market Value of a Share on the date the Stock
Appreciation Right is granted or, in the case of a Stock Appreciation Right
granted in conjunction with an Option, or a portion thereof, the Option Price of
the related Option and (ii) an amount permitted by applicable laws, rules,
by-laws or policies of regulatory authorities or stock exchanges. Each Stock
Appreciation Right granted independent of an Option shall entitle a Participant
upon exercise to an amount equal to (i) the excess of (A) the Fair Market Value
on the exercise date of one Share over (B) the exercise price per Share, times
(ii) the number of Shares covered by the Stock Appreciation Right. Each Stock
Appreciation Right granted in conjunction with an Option, or a portion thereof,
shall entitle a Participant to surrender to the Company the unexercised Option,
or any portion thereof, and to receive from the Company in exchange therefor an
amount equal to (i) the excess of (A) the Fair Market Value on the exercise date
of one Share over (B) the Option Price per Share, times (ii) the number of
Shares covered by the Option, or portion thereof, which is surrendered. The date
a notice of exercise is received by the Company shall be the exercise date.
Payment shall be made in Shares or in cash, or partly in Shares and partly in
cash, valued at such Fair Market Value, all as shall be determined by the
Committee. Stock Appreciation Rights may be exercised from time to time upon
actual receipt by the Company of written notice of exercise stating the number
of Shares with respect to which the Stock Appreciation Right is being exercised.
No fractional Shares will be issued in payment for Stock Appreciation Rights,
but instead cash will be paid for a fraction or, if the Committee should so
determine, the number of Shares will be rounded downward to the next whole
Share.

(c) Limitations. The Committee may impose, in its discretion, such conditions
upon the exercisability or transferability of Stock Appreciation Rights as it
may deem fit.

(d) Limited Stock Appreciation Rights. The Committee may grant LSARs that are
exercisable upon the occurrence of specified contingent events. Such LSARs may
provide for a different method of determining appreciation, may specify that
payment will be made only in cash and may provide that any related Awards are
not exercisable while such LSARs are exercisable. Unless the context otherwise
requires, whenever the term "Stock Appreciation Right" is used in the Plan, such
term shall include LSARs.

9.       Other Stock-Based Awards

(a) Generally. The Committee, in its sole discretion, may grant Awards of
Shares, Awards of restricted Shares and Awards that are valued in whole or in
part by reference to, or are otherwise based on the Fair Market Value of, Shares
("Other Stock-Based Awards"). Such Other Stock-Based Awards shall be in such
form, and dependent on such conditions, as the Committee shall determine,
including, without limitation, the right to receive one or more Shares (or the
equivalent cash value of such Shares) upon the completion of a specified period
of service, the occurrence of an event and/or the attainment of performance
objectives. Other Stock-Based Awards may be granted alone or in addition to any
other Awards granted under the Plan. Subject to the provisions of the Plan, the
Committee shall determine to whom and when Other Stock-Based Awards will be
made; the number of Shares to be awarded under (or otherwise related to) such
Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled
in cash, Shares or a combination of cash and Shares; and all other terms and
conditions of such Awards (including, without limitation, the vesting provisions
thereof). Where the value of an Other Stock-Based Award is based on the Spread
Value, the grant or exercise price for such an Award will not be less than 100%
of the Fair Market Value on the date of grant.

(b) Performance-Based Awards. Notwithstanding anything to the contrary herein,
certain Other Stock-Based Awards granted under this Section 9 may be granted in
a manner which is deductible by the Company under Section 162(m) of the Code (or
any successor section thereto) ("Performance-Based Awards"). A Participant's
Performance-Based Award shall be determined based on the attainment of written
performance goals approved by the Committee for a performance period established
by the Committee (i) while the outcome for that performance period is
substantially uncertain and (ii) no more than 90 days after the commencement of
the performance period to which the performance goal relates or, if less, the
number of days which is equal to 25 percent of the relevant performance period.
The performance goals, which must be objective, shall be based upon one or more
of the following criteria: (i) earnings before or after taxes (including
earnings before interest, taxes, depreciation and amortization); (ii) net
income; (iii) operating income; (iv) earnings per Share; (v) book value per
Share; (vi) return on stockholder' equity; (vii) expense management; (viii)
return on investment before or after the cost of capital; (ix) improvements in
capital structure; (x) profitability of an identifiable business unit or
product; (xi) maintenance or improvement of profit margins; (xii) stock price;
(xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi) cash flow;
(xvii) working capital (xviii) changes in net assets (whether or not multiplied
by a constant percentage intended to represent the cost of capital) and (xix)
return on assets. The foregoing criteria may relate to the Company, one or more
of its Subsidiaries or one or more of its divisions, units, minority
investments, partnerships, joint ventures, product lines or products or any
combination of the foregoing, and may be applied on an absolute basis and/or be
relative to one or more peer group companies or indices, or any combination
thereof, all as the Committee shall determine. In addition, to the degree
consistent with Section 162(m) of the Code (or any successor section thereto),
the performance goals may be calculated without regard to extraordinary items or
accounting changes. The maximum amount of a Performance-Based Award during a
calendar year to any Participant shall be $5,000,000. The Committee shall
determine whether, with respect to a performance period, the applicable
performance goals have been met with respect to a given Participant and, if they
have, to so certify and ascertain the amount of the applicable Performance-Based
Award. No Performance-Based Awards will be paid for such performance period
until such certification is made by the Committee. The amount of the
Performance-Based Award actually paid to a given Participant may be less than
the amount determined by the applicable performance goal formula, at the
discretion of the Committee. The amount of the Performance-Based Award
determined by the Committee for a performance period shall be paid to the
Participant at such time as determined by the Committee in its sole discretion
after the end of such performance period; provided, however, that a Participant
may, if and to the extent permitted by the Committee and consistent with the
provisions of Section 162(m) of the Code, elect to defer payment of a
Performance-Based Award.

(c) An amount not in excess of 6.75% of the total number of Shares reserved and
available for distribution pursuant to the Plan, as determined pursuant to
Section~3, may be issued pursuant to Other Stock-Based Awards, except that Other
Stock-Based Awards with values based on Spread Values shall not be included in
this limitation. In addition, no more than 5.00% of the shares reserved and
available for distribution pursuant to the Plan, as determined pursuant to
Section 3, may be issued pursuant to Other Stock-Based Awards with vesting
schedules that are shorter than (i) one year with respect to Performance-Based
Awards, or (ii) three years with respect to awards that are not
Performance-Based Awards.

10.      Adjustments Upon Certain Events

     Notwithstanding any other provisions in the Plan to the contrary, the
following provisions shall apply to all Awards granted under the Plan:

(a) Generally. In the event of any change in the outstanding Shares after the
Effective Date by reason of any Share dividend or split, reorganization,
recapitalization, merger, consolidation, spin-off, combination or exchange of
Shares or other corporate exchange, or any distribution to stockholders of
Shares other than regular cash dividends or any transaction similar to the
foregoing, the Committee shall make such substitution or adjustment, if any, as
it, in its sole discretion and without liability to any person, deems to be
equitable, as to (i) the number or kind of Shares or other securities issued or
reserved for issuance pursuant to the Plan or pursuant to outstanding Awards,
(ii) the maximum number of Shares for which Options or Stock Appreciation Rights
may be granted during a calendar year to any Participant (iii) the maximum
amount of Other Stock-Based Awards based on the Spread Value and
Performance-Based Awards that may be granted during a calendar year to any
Participant, (iv) the Option Price or exercise price of any Stock Appreciation
Right and/or (v)~any other affected terms of such Awards.

(b) Change in Control. In the event of a Change in Control, Awards granted under
the Plan shall accelerate as follows: (i) each Option and Stock Appreciation
Right shall become immediately vested and exercisable; provided, however, that
if such Awards are not exercised prior to the date of the consummation of the
Change in Control, the Committee, in its sole discretion and without liability
to any person may provide for (A) the payment of a cash amount in exchange for
the cancellation of such Award and/or (B) the issuance of substitute Awards that
will substantially preserve the value, rights and benefits of any affected
Awards (previously granted hereunder) as of the date of the consummation of the
Change in Control; (ii)~restrictions on Awards of restricted shares shall lapse;
and (iii) Other Stock-Based Awards shall become payable as if targets for the
current period were satisfied at 100%.

11.      No Right to Employment

     The granting of an Award under the Plan shall impose no obligation on the
Company or any Subsidiary to continue the employment of a Participant and shall
not lessen or affect the Company's or Subsidiary's right to terminate the
employment of such Participant.

12.      Successors and Assigns

     The Plan shall be binding on all successors and assigns of the Company and
a Participant, including without limitation, the estate of such Participant and
the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.

13.      Nontransferability of Awards

     Except as provided in Section 7(i) of the Plan, an Award shall not be
transferable or assignable by the Participant otherwise than by will or by the
laws of descent and distribution. During the lifetime of a Participant, an Award
shall be exercisable only by such Participant. An Award exercisable after the
death of a Participant may be exercised by the legatees, personal
representatives or distributees of the Participant. Notwithstanding anything to
the contrary herein, the Committee, in its sole discretion, shall have the
authority to waive this Section 13 (or any part thereof) to the extent that this
Section 13 (or any part thereof) is not required under the rules promulgated
under any law, rule or regulation applicable to the Company.

14.      Amendments or Termination

     The Board or the Committee may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which, (a)~without the
approval of the stockholders of the Company, would (except as is provided in
Section~10 of the Plan), ~(1)increase the total number of Shares reserved for
the purposes of the Plan or change the maximum number of Shares for which Awards
may be granted to any Participant, (2)~result in any Option being repriced
either by lowering the Option Price of any outstanding Option or by canceling an
outstanding Option and granting a replacement Option with a lower Option Price,
(3)~ in the opinion of counsel to the Company, materially increase benefits to
Participants, (4)~ in the opinion of counsel to the Company, materially modify
the eligibility requirements set forth in Section 5 of the Plan, or (b)~without
the consent of a Participant, would impair any of the rights or obligations
under any Award theretofore granted to such Participant under the Plan;
provided, however, that the Board or the Committee may amend the Plan in such
manner as it deems necessary to permit the granting of Awards meeting the
requirements of the Code or other applicable laws. Notwithstanding anything to
the contrary herein, neither the Committee nor the Board may amend, alter or
discontinue the provisions relating to Section~10(b) of the Plan after the
occurrence of a Change in Control. Awards issued prior to termination of the
Plan shall not be affected by such termination.

15.      International Participants

     With respect to Participants who reside or work outside the United States
of America and who are not (and who are not expected to be) "covered employees"
within the meaning of Section 162(m) of the Code (or any successor section
thereto), the Committee may, in its sole discretion, amend the terms of the Plan
or Awards with respect to such Participants in order to conform such terms with
the requirements of local law.

16.      Choice of Law

     The Plan shall be governed by and construed in accordance with the laws of
the State of New York applicable to contracts made and to be performed in the
State of New York.

17.      Effectiveness of the Plan

     The Plan shall be effective as of October~18, 2000. The plan shall
terminate on the day following the Company's 2001 Annual Meeting of Stockholders
unless the Plan is ratified by stockholders at such meeting. Awards granted
prior to termination of the Plan shall not be affected by such termination.



</TEXT>
</DOCUMENT>
