PARTNERRE LTD
AMENDED & RESTATED EMPLOYEE INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>dex101.txt
<DESCRIPTION>AMENDED & RESTATED EMPLOYEE INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                                 PARTNERRE LTD.
                             EMPLOYEE INCENTIVE PLAN
                   Originally Effective February 6, 1996, and
               As Amended and Restated Effective February 26, 2002

Purpose

                  The purpose of the Plan is to provide a means through which
the Company and its Subsidiaries may attract able persons to enter and remain in
their employ and to provide a means whereby those key employees and other
persons upon whom the responsibilities of the successful administration and
management of the Company rest, and whose present and potential contributions to
the welfare of the Company are of importance, can acquire and maintain stock
ownership, thereby strengthening their commitment to the welfare of the Company
and promoting an identity of interest between stockholders and these key
employees. It is intended that certain options granted under this Plan may
qualify as "incentive stock options" under Section 422 of the Code.

Definitions "Award" means, individually or collectively, any award of Incentive
             -----
Stock Options, Nonqualified Stock Options, Restricted Stock, Phantom Stock
Units, Performance Units or Performance Shares.

"Award Agreement" means a written agreement between the Company and a
 ---------------
Participant setting forth the specific terms of an Award.

"Performance Period" means a period of time within which performance is measured
 ------------------
for the purpose of determining whether an Award of Performance Units or
Performance Shares has been earned.

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

"Change in Control" shall, unless the Board otherwise directs by resolution
 -----------------
adopted prior thereto, be deemed to occur if (i) any "person" (as that term is
used in Sections 13 and 14(d)(2) of the U.S. Securities and Exchange Act of 1934
("Exchange Act")), is or becomes the beneficial owner (as that term is used in
Section 13(d) of the Exchange Act), directly or indirectly, of 40% or more of
the voting Stock, (ii) within any 24-month period, the persons who were
directors of the Company immediately before the beginning of such period (the
"Incumbent Directors") shall cease (for any reason other than death) to
 -------------------
constitute at least a majority of the Board, provided that any director who was
not a director as of the beginning of such period shall be deemed to be an
Incumbent Director if such director was elected to the Board by, or on the
recommendation of or with the approval of, at least two-thirds of the directors
who then qualified as Incumbent Directors either actually or by prior operation
of this subsection 2(e)(ii), or (iii) the occurrence of a transaction requiring
shareholder approval for the acquisition of the Company or any of its
subsidiaries (together with the Company, the "Group") by an entity other than a
member of the Group or any subsidiary of such member, through the purchase of
assets, by merger or otherwise.

"Code" means the U.S. Internal Revenue Code of 1986, as amended.
 ----

"Committee" means the Human Resources Committee of the Board or such other
 ---------
committee as the Board may appoint to administer the Plan.

"Common Stock" or "Stock" means the authorized common shares of, par value $1.00
 ------------      -----
per share, the Company. "Company" means PartnerRe Ltd.
                         -------

"Consultant" means any person, including any advisor, engaged by the Company or
 ----------
a Subsidiary to render consulting, advisory or other services and who is
compensated for such services. The term Consultant shall not include any
Director.

"Date of Grant" means the date on which the granting of an Award is authorized
 -------------
or such other date as may be specified in such authorization.

"Disqualifying Disposition" means any disposition (including any sale) of Stock
 -------------------------
acquired by exercise of an Incentive Stock Option made within the period which
is (a) two years after the date the Participant was granted the Incentive Stock
Option or (b) one year after the date the Participant acquired Stock by
exercising the Incentive Stock Option.

"Dividend Equivalents" shall have the meaning specified in Section 9 hereof.
 --------------------

"Eligible Person" means an Employee or a Consultant.
 ---------------

"Employee" means a current or prospective common law employee of the Company or
 --------
a Subsidiary.

"Fair Market Value" of a share of Stock on a given date means (A) if the Stock
 -----------------
is listed on a national securities

<PAGE>

exchange, the mean between the highest and lowest sale prices reported as having
occurred on the primary exchange with which the Stock is listed and traded on
the date prior to such date, or, if there is no such sale on that date, then on
the last preceding date on which such a sale was reported, or (B) if the Stock
is not listed on any national securities exchange but is quoted in the National
Market System of the National Association of Securities Dealers Automated
Quotation System on a last sale basis, the average between the high bid price
and low ask price reported on the date prior to such date, or, if there is no
such sale on that date then on the last preceding date on which such a sale was
reported. If the Stock is not quoted on NASDAQ-NMS or listed on an exchange, or
representative quotes are not otherwise available, the Fair Market Value shall
mean the amount determined by the Board in good faith to be the fair market
value per share of Stock, on a fully diluted basis.

"Incentive Stock Option" means an Option intended to qualify as an incentive
 ----------------------
stock option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.

"Nonqualified Stock Option" means an Option not intended to qualify as an
 -------------------------
Incentive Stock Option.

"Option" means an Incentive Stock Option or a Nonqualified Stock Option granted
 ------
pursuant to the Plan.

"Original Effective Date" means February 2, 1996.
 -----------------------

"Participant" means an Eligible Person to whom an Award is granted pursuant to
 -----------
the Plan or, if applicable, such other Eligible Person who holds an outstanding
Award.

"Performance Goals" means the performance objectives of the Company during a
 -----------------
Performance Period or a Restricted Period established for the purpose of
determining whether, and to what extent, Awards will be earned for a Performance
Period or a Restricted Period.

"Performance Period" means the period for which Performance Goals are to be
 ------------------
measured with respect to a Performance Unit or Performance Share.

"Performance Unit" or "Performance Share" means an Award granted pursuant to
 ----------------      -----------------
Section 8 of the Plan.

"Phantom Stock Unit" means a hypothetical investment-equivalent equal to the
 ------------------
Fair Market Value of a share of Stock granted in connection with an Award made
under Section 8 of the Plan.

"Plan" means the PartnerRe Ltd. Employee Incentive Plan, as amended from time to
 ----
time.

"Restricted Period" means, with respect to any share of Restricted Stock or
 -----------------
Phantom Stock Unit, the period of time determined by the Committee during which
such share of Restricted Stock or Phantom Stock Unit is subject to the
restrictions set forth in Section 9.

"Restricted Stock" means shares of Common Stock issued to a Participant subject
 ----------------
to the restrictions set forth in Section 9.

"Restricted Stock Award" means an Award granted under Section 9 of the Plan.
 ----------------------

"Subsidiary" means any corporation of which a majority of the outstanding voting
 ----------
stock or voting power is beneficially owned directly or indirectly by the
Company and otherwise as provided in Section 86 of the Companies Act 1981 of
Bermuda.

Duration

                  The Plan expires on the tenth anniversary of the Original
Effective Date, and no further Awards may be made after the expiration thereof.

                  Notwithstanding the term expressed above, the Plan shall
continue in effect until all matters relating to the payment of Awards and
administration of the Plan have been settled.

Administration

The Committee shall have authority to administer the Plan, or delegate certain
matters to the Company's Chief Executive Officer, including, without limitation:

..   Select the Eligible Persons to participate in the Plan;

..   Determine the nature and extent of the Awards to be made to each
    Participant;

..   Determine the time or times when Awards will be made;

..   Determine the duration of each Performance Period or Restricted Period;

..   Determine the conditions to which the payment of Awards may be subject;

..   Establish and adjudicate the Performance Goals and Awards consequent
    thereon for each Performance Period or Restricted Period;

..   Accelerate the vesting of any outstanding Award and reduce the Restricted
    Period applicable to any Award;

..   Prescribe the form or forms of Award Agreements;

..   and Cause records to be established in which there shall be entered, from
    time to time as Awards are made to

                                       2

<PAGE>

Participants, the date of each Award, the number of Options, Phantom Stock
Units, Performance Units, Performance Shares and shares of Restricted Stock
awarded by the Committee to each Participant, and the duration of any applicable
vesting period, Performance Period or Restricted Period.

Eligibility.

     General. Participation shall be limited to Eligible Persons who have
     -------
received written notification from the Committee, or from a person designated by
the Committee, that they have been selected to participate in the Plan. Except
in the case of Incentive Stock Options, Awards may be granted to Employees and
Consultants.

     Incentive Stock Option Limitation. Incentive Stock Options may be granted
     ---------------------------------
only to Employees. Stock Subject to the Plan.

     Share Reserve. Subject to Section 11 hereof relating to adjustments, the
     -------------
total number of shares of Stock which may be granted pursuant to Awards
hereunder shall not exceed, in the aggregate, 3,500,000 shares of Stock.

     Source. The stock to be granted or optioned under the Plan shall be shares
     ------
of authorized but unissued Stock or previously issued shares of Stock reacquired
by the Company on the open market or by private purchase.

     Reversion of Shares. If any Award shall for any reason expire, be forfeited
     -------------------
or otherwise terminate, in whole or in part, the shares of Stock not acquired
under such Award shall revert to and again become available for issuance under
the Plan.

     Compliance under the Companies Act. Awards under the Plan shall be bona
     ----------------------------------
fide in compliance with Section 39A(4)(b) of the Companies Act 1981 of Bermuda.

Options.

     General. Options granted hereunder shall be in such form and shall contain
     -------
such terms and conditions as the Committee shall deem appropriate. All Options
shall be separately designated Incentive Stock Options or Nonqualified Stock
Options at the time of grant, and, if certificates are issued, a separate
certificate or certificates will be issued for shares of Common Stock purchased
on exercise of each type of Option. The provisions of separate Options shall be
set forth in an Award Agreement, which agreements need not be identical, and
each Option shall include (through incorporation of provisions hereof by
reference in the Award Agreement or otherwise) the substance of each of the
following provisions:

Term. Subject to Section 7(b) hereof in the case of Incentive Stock Options, no
----
Option granted hereunder shall be exercisable after the expiration of ten (10)
years from the date it was granted.

Exercise Price. Subject to Section 7(b) hereof in the case of Incentive Stock
--------------
Options, the exercise price per share of Stock for each Option shall be set by
the Committee at the time of grant but shall not be less than the par value per
share of Stock.

Payment for Stock. Payment for shares of Stock acquired pursuant to Options
-----------------
granted hereunder shall be made in full, upon exercise of the Options (A) in
immediately available funds in United States dollars, by wire transfer,
certified or bank cashier's check, (B) by surrender to the Company of shares of
Stock which have either (I) have been held by the Holder for at least
six-months, or (II) were acquired from a person other than the Company, and have
a Fair Market Value equal to such aggregate purchase price, (C) by delivering to
the Company a copy of irrevocable instructions to a stockbroker to deliver
promptly to the Company an amount of sale or loan proceeds sufficient to pay the
aggregate exercise price, (D) by any combination of (A), (B), or (C) above, or
(E) by any other means approved by the Committee.

Vesting. Options shall vest and become exercisable in such manner and on such
-------
date or dates set forth in the Award Agreement, as may be determined by the
Committee; provided, however, that notwithstanding any vesting dates set by the
Committee, the Committee may in its sole discretion accelerate the vesting of
any Option, which acceleration shall not affect the terms and conditions of any
such Option other than with respect to vesting.

Transferability of Options. An Option shall not be transferable except by will
--------------------------
or by the laws of descent and distribution and shall be exercisable during the
lifetime of the Participant only by the Participant; provided, however, that the
Participant may, by delivering written notice to the Company, in a form
satisfactory to the Company, designate a third party who, in the event of the
death of the Participant, shall thereafter be entitled to exercise the Option.
Notwithstanding the foregoing, a Nonqualified Stock Option shall be transferable
to the extent provided in the Award Agreement.

Special Provisions Applicable to Incentive Stock Options.
--------------------------------------------------------

Exercise Price of Incentive Stock Options. Subject to the provisions of
-----------------------------------------
subsection (ii) hereof, the exercise price of each Incentive Stock Option shall
be not less than one hundred percent (100%) of the Fair Market Value of the
Stock subject to the Option on the date the Option is granted.

Ten Percent (10%) Shareholders. No Incentive Stock Option may be granted to an
------------------------------
Employee who, at the time the option is granted, owns directly, or indirectly
within the meaning of Section 424(d) of the Code, stock possessing more than 10
percent of the total combined voting power of all classes of stock of the
Company or of any parent or subsidiary thereof, unless such option (A) has an
exercise price of at least 110 percent of the Fair Market Value on the date of
the grant of such option; and (B) cannot be exercised more than five years after
the date it is granted.

                                       3

<PAGE>

$100,000 Limitation. To the extent the aggregate Fair Market Value (determined
-------------------
as of the date of grant) of Stock for which Incentive Stock Options are
exercisable for the first time by any Participant during any calendar year
(under all plans of the Company and its Affiliates) exceeds $100,000, such
excess Incentive Stock Options shall be treated as Nonqualified Stock Options.

Disqualifying Dispositions. Each Participant who receives an Incentive Stock
--------------------------
Option must agree to notify the Company in writing immediately after the
Participant makes a Disqualifying Disposition of any Stock acquired pursuant to
the exercise of an Incentive Stock Option.

Performance Units and Performance Shares

Grant of Performance Units/Shares. Subject to the terms of the Plan, Performance
---------------------------------
Units or Performance Shares may be granted to Eligible Persons at any time and
from time to time, as shall be determined by the Committee. The Committee shall
have complete discretion in determining the number of Performance Units or
Performance Shares granted to each Eligible Person.

Value of Performance Units/Shares. Each Performance Unit shall have an initial
---------------------------------
value that is established by the Committee at the time of grant. Each
Performance Share shall have an initial value equal to the Fair Market Value of
a share of Common Stock at the time of grant. The Committee shall set
Performance Goals for Performance Periods in its discretion which, depending on
the extent to which they are met, will determine the number and/or value of
Performance Units or Performance Shares that will be paid out to the
Participants. The Performance Period pertaining to each Performance Unit or
Performance Share Award shall be between two (2) and six (6) years in length,
and shall be established by the Committee at the time of grant.

Earning of Performance Units/Shares. After the applicable Performance Period has
-----------------------------------
ended, the Participant shall be entitled to receive payout on the number of
Performance Units or Performance Shares earned by the Participant over the
Performance Period, to be determined by the Committee as a function of the
extent to which the corresponding Performance Goals have been achieved.

Form and Timing of Payment of Performance Units/Shares. Payment of earned
------------------------------------------------------
Performance Units and/or Performance Shares shall be made in a single lump sum,
within forty-five (45) calendar days following the close of the applicable
Performance Period. The Committee, in its discretion, may pay earned Performance
Units or Performance Shares in the form of cash or in Stock (or in a combination
thereof) which have an aggregate Fair Market Value equal to the value of the
earned Performance Units or Performance Shares determined as of the close of the
applicable Performance Period.

Termination of Employment. Unless otherwise provided in a Participant's Award
-------------------------
Agreement, in the event that a Participant's last day of employment with the
Company occurs prior to the last day of a Performance Period, all Performance
Units or Performance Shares which relate to such Performance Period shall be
forfeited by the Participant.

Nontransferability. A Participant's rights with respect to Performance Units and
------------------
Performance Shares may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution.

Restricted Stock Awards and Phantom Stock Units

Award of Restricted Stock and Phantom Stock Units.
-------------------------------------------------

The Committee shall have the authority (A) to grant Restricted Stock and Phantom
Stock Units, (B) to issue Restricted Stock to Participants, and (C) to establish
terms, conditions and restrictions applicable to such Restricted Stock and
Phantom Stock Units, including the Restricted Period, which may differ with
respect to each Participant, the time or times at which Restricted Stock or
Phantom Stock Units shall be granted or become vested and the number of shares
or units to be covered by each grant.

The holder of a Restricted Stock Award shall execute and deliver to the
Secretary of the Company an Award Agreement with respect to such Restricted
Stock and the appropriate blank stock powers with respect to the Restricted
Stock covered by such agreements. If a Participant shall fail to execute the
Award Agreement and stock powers, the Award shall be null and void. Subject to
the restrictions set forth in Section 9(b), the Participant shall generally have
the rights and privileges of a shareholder as to such Restricted Stock,
including, without limitation, the right to vote such Restricted Stock and
receive dividends.

In the case of a Restricted Stock Award, the Company shall cause stock
certificates registered in the name of the Participant to be issued. During the
Restricted Period, such certificates shall remain in the custody of the Company
or its agent.

In the case of an Award of Phantom Stock Units, no shares of Common Stock shall
be issued at the time the Award is made, and the Company will not be required to
set aside a fund for the payment of any such Award. The Committee shall, in its
discretion, determine whether to credit to the account of, or to currently pay
to, each Participant who is awarded Phantom Stock Units an amount equal to the
cash dividends paid by the Company upon one share of Stock for each Phantom
Stock Unit then credited to such Participant's account ("Dividend Equivalents").
                                                         --------------------
Dividend Equivalents credited to a Participant's account may be subject to
forfeiture and may bear interest at a rate and subject to such terms as
determined by the Committee.

                                       4

<PAGE>

Restrictions.
------------

Restricted Stock awarded to a Participant shall be subject to the following
restrictions until the expiration of the Restricted Period: (1) the Participant
shall not be entitled to delivery of the stock certificate; (2) the relevant
shares shall be subject to the restrictions on transferability established at
the time of grant; (3) the relevant shares shall be subject to forfeiture to the
extent provided in 0 and, to the extent such shares are forfeited, such shares
shall be canceled and all rights of the Participant to such shares and as a
shareholder in respect of them shall terminate.

Phantom Stock Units awarded to any Participant shall be subject to the following
restrictions until the expiration of the Restricted Period: (1) the units shall
be subject to forfeiture to the extend provided in Section 9(d), and to the
extent such units are forfeited, all rights of the Participant to such units
shall terminate without further obligation on the part of the Company and (2)
any other restrictions which the Committee may determine in advance are
necessary or appropriate.

Restricted Period. The Restricted Period of Restricted Stock and Phantom Stock
-----------------
Units shall commence on the Date of Grant and shall expire (i) on such date or
dates as may be established by the Committee at the time of grant, (ii) upon the
achievement of prescribed Performance Goals (in each case, as set forth in a
Participant's Award Agreement), or (iii) upon any earlier date determined by the
Committee in its discretion.

Forfeiture Provisions. Unless otherwise provided in a Participant's Award
---------------------
Agreement, in the event that a Participant's last day of employment occurs prior
to the last day of the Restricted Period, that portion of the Restricted Stock
Award or Phantom Stock Units with respect to which restrictions have not expired
shall be forfeited.

Delivery of Restricted Stock and Settlement of Phantom Stock Units. Subject to
------------------------------------------------------------------
Section 9(d) hereof, upon the expiration of the Restricted Period with respect
to any shares of Stock covered by a Restricted Stock Award, a stock certificate
evidencing the shares of Restricted Stock (to the nearest full share) shall be
delivered without charge to the Participant, or his beneficiary, free of all
restrictions under the Plan. Upon the expiration of the Restricted Period with
respect to any Phantom Stock Units, the Company shall deliver to the Participant
or his beneficiary without any charge one share of Stock for each Phantom Stock
Unit which has not then been forfeited and with respect to which the Restricted
Period has expired and cash equal to any Dividend Equivalents credited with
respect to each such vested unit and the interest thereon, if any; provided,
however, that the Committee may, in its sole discretion, elect to pay cash or
part cash and part Stock in lieu of delivering only Stock for vested units,
based on the Market Value of the Stock on the last day of the Restricted Period.

Payment for Restricted Stock. A Participant shall not be required to make any
----------------------------
payment for Stock received pursuant to a Restricted Stock Award.

General

Adjustment of Performance Goals. The Board may, during any Performance Period or
-------------------------------
Restricted Period, make such adjustments to Performance Goals as it may deem
appropriate, to compensate for, or reflect, any significant changes that may
have occurred during such Performance Period or Restricted Period in (i)
applicable accounting rules or principles or changes in the Company's method of
accounting or in that of any other corporation whose performance is relevant to
the determination of whether an Award has been earned or (ii) tax laws or other
laws or regulations that alter or affect the computation of the measures of
Performance Goals used for the calculation of Awards.

Additional provisions of an Award. Awards made under the Plan may be subject to
---------------------------------
such other provisions as the Committee determines appropriate including, without
limitation, provisions to comply with applicable securities laws and applicable
tax withholding requirements.

Privileges of Stock Ownership. Except as otherwise specifically provided in the
-----------------------------
Plan, no person shall be entitled to any of the privileges of stock ownership in
respect of shares of Stock subject to Awards granted hereunder until such shares
have been duly issued.

Government and Other Regulations. The obligation of the Company to make payment
--------------------------------
of Awards in Stock or otherwise shall be subject to all applicable laws, rules,
and regulations, and to such approvals by governmental agencies as may be
required and to which the Company is subject. The Company shall use its
reasonable efforts to cause the shares of Stock reserved under the Plan to be
registered under the U.S. Securities Act of 1933, as amended, on Form S-8 prior
to the issuance of any shares of Stock under the Plan.

Tax Withholding. Notwithstanding any other provision of the Plan, the Company or
---------------
a Subsidiary, as appropriate, shall have the right to deduct from all Awards, to
the extent paid in cash, all applicable taxes required by law to be withheld
with respect to such Awards and, in the case of Awards paid in Stock, the
Participant or other person

                                       5

<PAGE>

receiving such Stock may be required to pay to the Company or a Subsidiary, as
appropriate prior to delivery of such Stock, the amount of any such taxes which
the Company or Subsidiary is required to withhold, if any, with respect to such
Stock. Subject to the approval of the Committee, the Company may accept shares
of Stock of equivalent Fair Market Value in payment of such withholding tax
obligations.

Claim to Awards and Employment Rights. Except as provided herein or in any Award
-------------------------------------
Agreement, no employee or other person shall have any claim or right to be
granted an Award under the Plan nor, having been selected for the grant of an
Award, to be selected for a grant of any other Award. Neither this Plan nor any
action taken hereunder shall be construed as giving any Participant any right to
be retained in the employ of the Company or a Subsidiary.

Conditions. Each Participant to whom Awards are granted under the Plan shall be
----------
required to enter into an Award Agreement in a form authorized by the Committee.

Designation and Change of Beneficiary. Each Participant shall file with the
-------------------------------------
Committee a written designation of one or more persons as the beneficiary who
shall be entitled to receive the amounts payable with respect to Awards granted
hereunder, if any, due under the Plan upon his death. A Participant may, from
time to time, revoke or change his beneficiary designation without the consent
of any prior beneficiary by filing a new designation with the Committee. The
last such designation received by the Committee shall be controlling; provided,
however, that no designation, or change or revocation thereof, shall be
effective unless received by the Committee prior to the Participant's death, and
in no event shall it be effective as of a date prior to such receipt.

No Liability of Committee Members. No member of the Committee shall be
---------------------------------
personally liable by reason of any contract or other instrument executed by such
member or on his behalf in his capacity as a member of the Committee nor for any
mistake of judgment made in good faith, and the Company shall indemnify and hold
harmless each member of the Committee and each other employee, officer or
director of the Company to whom any duty or power relating to the administration
or interpretation of the Plan may be allocated or delegated, against any cost or
expense (including counsel fees) or liability (including any sum paid in
settlement of a claim) arising out of any act or omission to act in connection
with the Plan unless arising out of such person's own fraud or bad faith.

Governing Law. The Plan shall be governed by and construed in accordance with
-------------
the internal laws of Bermuda without reference to the principles of conflicts of
law thereof.

Funding. No provision of the Plan shall require the Company for the purpose of
-------
satisfying any obligations under the Plan, to purchase assets or place any
assets in a trust or other entity to which contributions are made or otherwise
to segregate any assets, nor shall the Company maintain separate bank accounts,
books, records or other evidence of the existence of a segregated or separately
maintained or administered fund for such purposes. Participants shall have no
rights under the Plan other than as unsecured general creditors of the Company,
except that insofar as they may have become entitled to payment of additional
compensation by performance of services, they shall have the same rights as
other employees under general law.

Nontransferability. Except as otherwise provided herein with respect to
------------------
Nonqualified Options, a Participant's rights and interest under the Plan,
including amounts payable, may not be sold, assigned, donated, or transferred or
otherwise disposed of, mortgaged, pledged or encumbered except, in the event of
a Participant's death, to a designated beneficiary to the extent permitted by
the Plan, or in the absence of such designation, by will or the laws of descent
and distribution.

Relationship to Other Benefits. No payment under the Plan shall be taken into
------------------------------
account in determining any benefits under any pension, retirement, profit
sharing, group insurance or other benefit plan of the Company or any Subsidiary
except as otherwise specifically provided.

Expenses. The expenses of administering the Plan shall be borne by the Company
--------
and its Subsidiaries.

Pronouns. Masculine pronouns and other words of masculine gender shall refer to
--------
both men and women.

Titles and Headings. The titles and headings of the sections in the Plan are for
-------------------
convenience of reference only, and in the event of any conflict, the text of the
Plan, rather than such titles or headings shall control.

Changes in Capital Structure

Awards granted hereunder shall be subject to adjustment or substitution, as
determined by the Board in its sole discretion, as to the number, price or kind
of a share of Stock or other consideration subject to such Awards or as

                                       6

<PAGE>

otherwise determined by the Board to be equitable (i) in the event of changes in
the outstanding Stock or in the capital structure of the Company, by reason of
stock dividends, stock splits, recapitalizations, reorganizations, mergers,
consolidations, combinations, exchanges, or other relevant changes in
capitalization occurring after the Date of Grant of any such Award or (ii) in
the event of any change in applicable laws or any change in circumstances which
results in or would result in any substantial dilution or enlargement of the
rights granted to, or available for, Participants in the Plan, or which
otherwise warrants equitable adjustment. In addition, in the event of any such
adjustments or substitution, the aggregate number of shares of Stock available
under the Plan shall be appropriately adjusted by the Board, whose determination
shall be conclusive. The Company shall give each Participant notice of an
adjustment hereunder and, upon notice, such adjustment shall be conclusive and
binding for all purposes.

Effect of Change in Control

In the event of a Change in Control, notwithstanding any vesting schedule
established by the Committee (i) with respect to an Award of Restricted Stock or
Phantom Stock Units, the Restricted Period shall expire immediately with respect
to 100 percent of the shares of Restricted Stock or Phantom Stock Units subject
to such Award, with effect from the day preceding the date of such change, and
(ii) all outstanding Options shall immediately vest and become exercisable.

In the event of a Change in Control, all incomplete Performance Periods in
effect on the date the Change in Control occurs shall end on the day preceding
the date of such change, and the Company shall cause to be paid to each
Participant the full amount of any Performance Units or Performance Shares
relating to such Performance Period.

The obligations of the Company under the Plan shall be binding upon any
successor corporation or organization resulting from the merger, consolidation
or other reorganization of the Company, or upon any successor corporation or
organization succeeding to substantially all of the assets and business of the
Company. The Company agrees that it will make appropriate provisions for the
preservation of Participant's rights under the Plan in any agreement or plan
which it may enter into or adopt to effect any such merger, consolidation,
reorganization or transfer of assets.

Nonexclusivity of the Plan

Neither the adoption of this Plan by the Board nor the submission of this Plan
to the stockholders of the Company for approval shall be construed as creating
any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options under the Stock Option Plan, and such arrangements may
be either applicable generally or only in specific cases.

Amendments and Termination

The Board may at any time terminate the Plan. With the express written consent
of an individual Participant, the Board may cancel or reduce or otherwise alter
the outstanding Awards thereunder. The Board may, at any time, or from time to
time, amend or suspend and, if suspended, reinstate, the Plan in whole or in
part, provided, however, that without further stockholder approval the Board
shall not:

Increase the maximum number of shares of Stock which may be issued under the
Plan, except as provided in Section 11; or

Extend the termination date of the Plan.

The preceding notwithstanding, no amendment, suspension or termination of the
Plan shall cancel, reduce or otherwise adversely affect to a material extent any
Awards granted hereunder without the express written consent of the Participant
to whom such Award was granted.

                                       7

</TEXT>
</DOCUMENT>
