DEAN FOODS CO/
3RD AMENDED AND RESTATED 1989 STOCK AWARDS PLAN
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<TYPE>EX-10.2
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<FILENAME>d23247exv10w2.txt
<DESCRIPTION>3RD AMENDED AND RESTATED 1989 STOCK AWARDS PLAN
<TEXT>
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                                                                    EXHIBIT 10.2


(DEAN FOODS(TM) LOGO)

                               DEAN FOODS COMPANY
                           THIRD AMENDED AND RESTATED
                             1989 STOCK AWARDS PLAN

     1. Purpose of the Plan. This Plan shall be known as the Dean Foods Company
Third Amended and Restated 1989 Stock Awards Plan. The purpose of the Plan is to
attract and retain the best available persons for positions of substantial
responsibility and to provide incentives to such persons to promote the success
of the business of Dean Foods Company and its subsidiaries.

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

     2. Definitions. The following definitions are applicable to the Plan:

     "Authorized Officers" shall have the meaning set forth in Section 18
hereof.

     "Award" shall have the meaning set forth in Section 6 hereof.

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

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

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thereafter securities representing more than sixty percent (60%) of the combined
voting power of the voting securities of the Company or such surviving entity
(or its ultimate parent, if applicable) outstanding immediately after such
merger or consolidation; or (4) the stockholders of the Company approve a plan
of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets
or such a plan is commenced.

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

     "Committee" means the committee described in Section 18 that administers
the Plan or, if no such committee has been appointed, the full Board.

     "Common Stock" means the common stock, $0.01 par value per share, of the
Company. Except as otherwise provided herein, all Common Stock issued pursuant
to this Plan shall have the same rights as all other issued and outstanding
shares of Common Stock, including but not limited to voting rights, the right to
dividends, if declared and paid, and the right to pro rata distributions of the
Company's assets in the event of liquidation.

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

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

     "Date of Grant" shall have the meaning set forth in Section 7 hereof.

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

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

     "Exercise Price" shall have the meaning set forth in Section 8 hereof.

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


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     "Immediate Family Members" shall have the meaning set forth in Section
14(d) hereof.

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

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

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

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

     "Original Sponsor" shall have the meaning set forth in Section 3 hereof.

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

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

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

     "Restricted Stock" means Common Stock awarded to an Employee, Consultant or
Non-Employee Director pursuant to Section 6(c) of this Plan.

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

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

     "10-Percent Stockholder" shall have the meaning set forth in Section 8
hereof.

     3. Term of Plan. This Plan was adopted by the Company in December 2001 in
connection with the Company's acquisition of the former Dean Foods Company
(which company was merged into a Subsidiary of the Company now known as Dean
Holding Company) (such predecessor being herein referred to as the "Original
Sponsor"). Such adoption was approved by the shareholders of the Company at a
special meeting of shareholders held September 21, 2001. This Plan was first
adopted by the Board of


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Directors of the Original Sponsor on August 2, 1989. The Plan shall continue in
effect until terminated pursuant to Section 18 hereof.

     4. Shares Subject to the Plan. Upon completion of the acquisition of the
Original Sponsor by the Company on December 21, 2001, all outstanding Awards
under this Plan were automatically converted pursuant to the terms of the
Agreement and Plan of Merger dated April 4, 2001 by and among the Company (then
known as Suiza Foods Corporation), a Delaware corporation, Blackhawk Acquisition
Corp., a Delaware corporation and Dean Foods Company, a Delaware corporation
(now known as Dean Holding Company). From and after the effective date of such
acquisition, the number of shares of Common Stock which may be issued pursuant
to Awards granted under the Plan shall not exceed, in the aggregate, 3,789,728
shares (subject to adjustment as provided in Section 17 hereof) PLUS the number
of shares that would have been issuable under any Awards that, after December
21, 2001, expire unexercised or are cancelled, terminated, surrendered or
forfeited in any manner without the issuance of shares of Common Stock
thereunder, which shares shall again be available for the grant of additional
Awards under the Plan; provided that any individual grant may not exceed, in the
case of Options, 1,000,000 Options, and in the case of stock Awards, 500,000
shares. Shares of Common Stock issuable hereunder may be either authorized but
unissued shares, treasury shares, or a combination thereof, as the Committee
shall determine.

     5. Eligibility. Qualified Options may be granted under Section 6 of this
Plan to such Employees of the Company or its Subsidiaries as may be determined
by the Board or the Committee; other Awards may be granted under Section 6 of
the Plan to such Employees, Consultants and Non-Employee Directors of the
Company or its Subsidiaries as may be determined by the Board or the Committee

     6. Grant of Options, SARs, Restricted Stock, Performance Shares and Other
Awards. The Board or Committee may from time to time grant to eligible
Employees, in accordance with this paragraph 6 and the other provisions of this
Plan, Options, stock appreciation rights ("SARs"), Restricted Stock, performance
share awards and other awards (any award granted under this Plan being herein
referred to as an "Award"). Subject to the limitations and qualifications set
forth below or elsewhere in this Plan, the Board or the Committee (or the
Authorized Officers, to the extent permitted by Section 18 of this Plan) shall
determine the number of Options, shares of Restricted Stock or other Awards to
be granted, the number of shares subject to each Award, the Exercise Price of
each Option, the vesting and exercise period of each Award and such other terms
and conditions of each Award, if any, as are consistent with the provisions of
this Plan. All Awards must be evidenced by a written Award agreement, signed by
an authorized officer of the Company.

          (a) Options. Options granted under this Plan may be Qualified Options
within the meaning of Section 422A of the Code or any successor provision, or
Non-Qualified Options; except that Qualified Options may only be granted to
eligible Employees, and no Qualified Option may be granted under this Plan after
July 24, 2007. In connection with the granting of Qualified Options, the
aggregate Fair Market Value


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(determined at the Date of Grant of a Qualified Option) of the shares with
respect to which Qualified Options are exercisable for the first time by an
Optionee during any calendar year (under all such plans of the Optionee's
employer company and its parent and subsidiary corporations as defined in
Section 424(e) and (f) of the Code, or a corporation or a parent or subsidiary
corporation of such corporation issuing or assuming an Option in a transaction
to which Section 424(a) of the Code applies (collectively, such companies
described in this sentence are hereinafter referred to as "Related Companies"))
shall not exceed $100,000 or such other amount as from time to time provided in
Section 422(d) of the Code or any successor provision.

          (b) SARs.

               (i) Subject to the limitations set forth herein, an SAR shall
entitle its holder to receive from the Company, at the time of exercise of such
right, an amount equal to the excess of the fair market value (at the date of
exercise) of a share of Common Stock over a specified price fixed by the Board
or the Committee multiplied by the number of shares as to which the holder is
exercising the SAR. SARs may be in tandem with any previously or
contemporaneously granted Option or independent of any Option. The specified
price of a tandem SAR shall be the Option price of the related Option. The
amount payable may be paid by the Company in Common Stock (valued at its Fair
Market Value on the date of exercise), cash or a combination thereof, as the
Board or the Committee may determine, which determination may take into
consideration any preference expressed by the holder.

               (ii) To the extent a tandem SAR is exercised, the related Option
will be cancelled and, to the extent the related Option is exercised, the tandem
SAR will be cancelled.

          (c) Restricted Stock.

               (i) The Board or the Committee may award to any eligible
Employee, Non-Employee Director or Consultant shares of Common Stock, subject to
this paragraph 6(c) and such other terms and conditions as the Board or the
Committee may prescribe (such shares being called "Restricted Stock").

               (ii) There shall be established for each Restricted Stock Award a
restriction period (the "restriction period"), of such length as shall be
determined by the Board or the Committee. Shares of Restricted Stock may not be
sold, assigned, transferred, pledged or otherwise encumbered, except as
hereinafter provided, during the restriction period. Except for such
restrictions on transfer and such other restrictions as the Committee may
impose, the Participant shall have all the rights of a holder of Common Stock as
to such Restricted Stock. The Board or the Committee, in its sole discretion,
may permit or require the payment of any cash dividends to be deferred and, if
the Board or the Committee so determines, reinvested in additional Restricted
Stock or otherwise invested or accruing a yield.


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<PAGE>

          (d) Performance Share Awards. A performance share Award shall entitle
its holder to receive from the Company, following the expiration of a period of
at least one fiscal year specified by the Committee or the Board (the
"performance measurement period"), cash or Common Stock or a combination thereof
as determined by the Committee or the Board (either at the time of grant or
thereafter) in an aggregate amount based on the level of achievement during the
performance measurement period of one or more Company financial performance
criteria (such criteria to be determined by the Board or the Committee in its
sole discretion). The aggregate amount received by a Participant shall be
determined by a formula for such Participant established by the Committee or the
Board not later than the ninetieth day of the performance measurement period.
The formula shall establish a range between a minimum level of achievement
before any amount will be received and a level of achievement at or above which
the maximum potential amount will be received.

          (e) Other Awards.

               (i) Other Awards may be granted under this Plan, including,
without limitation, convertible debentures, other convertible securities and
other forms of Award measured in whole or in part by the value of shares of
Common Stock, the performance of the Participant, or the performance of the
Company, any Subsidiary or any operating unit thereof. Such Awards may be
payable in Common Stock, cash or a combination thereof, and shall be subject to
such restrictions and conditions as the Board or the Committee shall determine.
At the time of such an Award, the Board or Committee shall, if applicable,
determine a performance period and performance goals to be achieved during the
performance period, subject to such later revisions as the Board or Committee
shall deem appropriate to reflect significant unforeseen events such as changes
in laws, regulations or accounting practices, unusual or nonrecurring items or
occurrences. Following the conclusion of each performance period, the Board or
Committee shall determine the extent to which performance goals have been
attained or a degree of achievement between maximum and minimum levels during
the performance period in order to evaluate the level of payment to be made, if
any.

               (ii) The purchase price per share of Common Stock under other
Awards involving the right to purchase Common Stock (including for this purpose
the right to purchase Common Stock upon the conversion of convertible
securities) shall be fixed by the Board or Committee at not less than 85% of the
Fair Market Value of a share of Common Stock on the date of Award and not less
than the par value of a share of Common Stock.

               (iii) A Participant may elect to defer all or a portion of any
such Award in accordance with procedures established by the Board or Committee.
Deferred amounts will be subject to such terms and conditions and shall accrue
such yield thereon (which may be measured by the Fair Market Value of the Common
Stock and dividends thereon) as the Board or Committee may determine. Payment of
deferred amounts may be in cash, Common Stock or a combination thereof, as the
Board or Committee may determine. Deferred amounts shall be considered an Award
under the Plan. The Board


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<PAGE>

or Committee may establish a trust or trusts to hold deferred amounts or any
portion thereof for the benefit of Participants.

          (f) Cash Payments. SARs and Nonqualified Options may, in the Board's
or Committee's discretion, provide that in connection with exercises thereof the
holders will receive cash payments based on formulas designed to reimburse
holders for their income tax liability resulting from such exercise and the
payment made pursuant to this paragraph 6(f).

          (g) Surrender. If so provided by the Board or Committee at or
subsequent to the time of grant, an Award may be surrendered to the Company on
such terms and conditions, and for such consideration, as the Board or Committee
shall determine.

          (h) Foreign Alternatives. Without amending and notwithstanding the
other provisions of this Plan, in the case of any Award to be held by any
Participant who is employed outside the United States or who is a foreign
national, the Committee or the Board may specify that such Award shall be made
on such terms and conditions different from those specified in the Plan as may,
in the judgment of the Committee or the Board, be necessary or desirable to
further the purposes of the Plan.

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

     8. Price. The exercise price for each Option (the "Exercise Price") granted
pursuant to Section 6 of this Plan shall be determined by the Board or the
Committee at the Date of Grant; provided, however, that the Exercise Price (a)
for any Qualified Option shall not be less than 100% of the Fair Market Value of
the Common Stock on the day before the Date of Grant, and (b) for any
Nonqualified Option, not less than 85% of the Fair Market Value of the Common
Stock on the Date of Grant. If the Optionee owns on the Date of Grant more than
10 percent of the total combined voting power of all classes of stock of the
Company or its parent or any of its Subsidiaries, as more fully described in
Section 422(b)(6) of the Code or any successor provision (such stockholder is
referred to herein as a "10-Percent Stockholder"), the Exercise Price for any
Qualified Option granted to such Optionee shall not be less than 110% of the
Fair Market Value of the Common Stock on the day before the Date of Grant. The
Board or the Committee in its discretion may award shares of Restricted Stock,
Performance Share Awards and other Awards not involving the right to purchase
Common Stock under Section 6 of this Plan to Participants without requiring the
payment of cash consideration for such shares.

     9. Vesting. (a) Subject to the provisions of this Plan, each Award granted
under this Plan shall vest or be subject to forfeiture in accordance with the
provisions set


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forth in the applicable Award agreement. If no vesting provisions are set forth
in an Award agreement, the Award shall vest ratably over a three-year period.

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

               (i) Each unvested Option shall immediately vest in full upon the
death of the holder of such Option;

               (ii) Each unvested Option shall immediately vest in full upon any
Change in Control;

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

               (iv) In the event of the Qualifying Retirement of an Optionee,
all unvested Options held by such Optionee shall automatically vest in full as
of the effective date of such Optionee's Qualifying Retirement.

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

          (b) If the shares to be issued upon the exercise of an Award are
covered by an effective registration statement under the Securities Act of 1933,
as amended, any Award may be exercised by a broker-dealer acting on behalf of a
Participant if (i) the broker-dealer has received from the Participant or the
Company a fully- and duly-endorsed agreement evidencing such Award, together
with instructions signed by the Participant requesting the Company to deliver
the shares of Common Stock subject to such Award to the broker-dealer on behalf
of the Participant and specifying the account into which such shares should be
deposited, (ii) adequate provision has been made with respect to the payment of
any withholding taxes due upon such exercise, and (iii) the broker-dealer and
the Participant have otherwise complied with Section 220.3(e)(4) of Regulation
T, 12 CFR Part 220, or any successor provision, and any other applicable
regulations.

     11. Expiration of Awards. If a Participant ceases to be an Employee or
Non-Employee Director of the Company or any Subsidiary for any reason, unless
the Award


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

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

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

     13. Withholding of Taxes. The Board or the Committee shall make such
provisions and take such steps as it may deem necessary or appropriate for the
withholding of any taxes that the Company is required by any law or regulation
of any governmental authority to withhold in connection with any Award
including, but not limited to, withholding the issuance of all or any portion of
the shares of Common Stock subject to such Award until the Participant
reimburses the Company for the amount it is required to withhold with respect to
such taxes, canceling any portion of such issuance in an amount sufficient to
reimburse the Company for the amount it is required to withhold or taking any
other action reasonably required to satisfy the Company's withholding
obligation.

     14. Conditions Upon Issuance of Shares. (a) The Company shall not be
obligated to sell or issue any shares upon the exercise or vesting of any Award
granted


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under the Plan unless the issuance and delivery of shares complies with all
provisions of applicable federal and state securities laws and the requirements
of any national exchange or trading system on which the Common Stock is then
listed or traded.

          (b) As a condition to the issuance of Common Stock pursuant to any
Award, the Company may require the recipient of such Award to make such
representations and warranties as may be necessary to assure the availability of
an exemption from the registration requirements of applicable federal and state
securities laws.

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

          (d) No Participant will be, or will be deemed to be, a holder of any
Common Stock subject to an Award unless and until the Award is vested, the
Participant has exercised the Award, if applicable, paid any applicable Exercise
Price for the subject shares of Common Stock and received the shares. Unless an
award agreement provides otherwise, each unexercised Award (whether vested or
not) shall be transferable only by will or the laws of descent and distribution;
provided, however, that the Participant may transfer his or her unexercised
Award (other than Qualified Options) without consideration to (i) the spouse,
children or grandchildren of the Participant ("Immediate Family Members"), (ii)
a trust or trusts, or to a guardian under the Uniform Gift to Minors Act, for
the exclusive benefit of such Immediate Family Members, or (iii) a partnership
or other entity in which such Immediate Family Members are the only partners,
provided that subsequent transfers of transferred Awards shall be prohibited
except by will or the laws of descent and distribution. Following transfer, any
such Awards shall continue to be subject to the same terms and conditions as
were applicable immediately prior to transfer, provided that, for purposes of
each Award agreement and Section 10 hereof, the terms "Optionee" or
"Participant" shall be deemed to refer to the transferee (however, the events of
termination of employment, if any, set forth in the agreement and the obligation
to pay withholding taxes shall continue to apply to the transferor).
Notwithstanding the foregoing, Qualified Options shall be nontransferable except
by will or the laws of descent and distribution, and may only be exercisable
during the Participant's lifetime, by the Participant.

     15. Restrictions on Shares. Shares of Common Stock issued pursuant to this
Plan may be subject to restrictions on transfer under applicable federal and
state securities laws. The Board may impose such additional restrictions on the
ownership and transfer of shares of Common Stock issued pursuant to the Plan as
it deems desirable; any such restrictions shall be set forth in any Award
agreement entered into hereunder.


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<PAGE>

     16. Modification of Awards. At any time and from time to time, the Board or
the Committee may execute an instrument providing for modification, extension or
renewal of any outstanding Award, provided that no such modification, extension
or renewal shall impair any Award without the consent of the holder of the
Award. Notwithstanding the foregoing, in the event of a modification, extension
or renewal of a Qualified Option, the Board or the Committee may increase the
exercise price of such Option if necessary to retain the qualified status of
such Option. Any amendment to the Plan shall apply to all Awards outstanding at
the time of such amendment in addition to all Awards granted thereafter, subject
to the limitations of the first sentence in this Section 16, but in no event
shall it apply to any Qualified Option if such action would cause the Qualified
Option to lose its tax-advantaged status.

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

     18. Administration. (a) The Plan shall be administered by the Board or by a
committee of the Board comprised solely of two or more Non-Employee Directors
appointed by the Board who meet the independence standard established from time
to time by the New York Stock Exchange (the "Committee"). Awards may be granted
under Section 6 (i) by the Board as a whole, or (ii) by majority agreement of
the members of the Committee. In addition, to the extent permitted by applicable
law (including the Exchange Act and the Code), the Board or the Committee may at
any given time authorize an aggregate number of Awards to be granted to eligible
Employees, and then authorize one or more officers of the Company (the
"Authorized Officers") to allocate such Awards among eligible Employees;
provided that the Authorized Officers may not allocate Awards to themselves or
other executive officers, and the terms of the Awards, including the Exercise
Price (if any) must be established by the Board or the Committee. Award
agreements, in the forms as approved by the Board or the Committee, and
containing such terms and conditions consistent with the provisions of this Plan
as are determined by the Board or the Committee, may be executed on behalf of
the Company by the Chairman of the Board, the President or any Vice President of
the Company. The Board or the Committee shall have complete authority to
construe, interpret and administer the provisions of this Plan and the
provisions of the Award agreements


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<PAGE>

granted hereunder; to prescribe, amend and rescind rules and regulations
pertaining to this Plan; to suspend or discontinue this Plan; and to make all
other determinations necessary or deemed advisable in the administration of this
Plan. The determinations, interpretations and constructions made by the Board or
the Committee shall be final and conclusive. No member of the Board or the
Committee shall be liable for any action taken, or failed to be taken, made in
good faith relating to this Plan or any Award thereunder, and the members of the
Board or the Committee shall be entitled to indemnification and reimbursement by
the Company in respect of any claim, loss, damage or expense (including
attorneys' fees) arising therefrom to the fullest extent permitted by law.

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

     19. Continued Employment Not Presumed. Nothing in this Plan or any document
describing it nor the grant of any Award shall give any Participant the right to
continue in the employment of the Company or affect the right of the Company to
terminate the employment of any such person with or without cause. No Employee
shall have a right to be selected as a Participant, or, having been so selected,
to be selected again as a Participant.

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

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

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

                 Last Amended and Restated February 28, 2005


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</TEXT>
</DOCUMENT>
