CAPSTEAD MORTGAGE CORP
SECOND AMENDED/RESTATED 1994 INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.02
<SEQUENCE>3
<FILENAME>d94975ex10-02.txt
<DESCRIPTION>SECOND AMENDED/RESTATED 1994 INCENTIVE PLAN
<TEXT>
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                                                                   EXHIBIT 10.02


                          CAPSTEAD MORTGAGE CORPORATION

                           SECOND AMENDED AND RESTATED
                     1994 FLEXIBLE LONG TERM INCENTIVE PLAN

                                    RECITALS

A. The Board of Directors (the "Board") of Capstead Mortgage Corporation (the
"Company") deems it to be in the best interest of the Company to amend the
Company's Amended and Restated 1994 Flexible Long Term Incentive Plan to
increase the number of shares that may be issued under such plan and expand the
eligibility for awards granted thereunder to directors of the Company.

B. The Amended and Restated 1994 Flexible Long Term Incentive Plan is hereby
amended and restated in its entirety by this Second Amended and Restated 1994
Flexible Long Term Incentive Plan.

PLAN

1. PURPOSES

         The purposes of the Company's Second Amended and Restated 1994 Flexible
Long Term Incentive Plan (the "Plan") are to promote the interests of the
Company and its stockholders by enabling the Company to attract, motivate,
reward and retain key officers, employees and directors and to encourage the
holding of proprietary interests in the Company by persons who occupy key
positions in the Company or its Affiliates by enabling the Company to offer such
key officers, employees and directors performance-based stock incentives and
other equity interests in the Company and other incentive awards that recognize
the creation of value for the stockholders of the Company and promote the
Company's long-term growth and success. To achieve this purpose, eligible
persons may receive stock options, Stock Appreciation Rights, Restricted Stock,
Performance Awards, performance stock, Dividend Equivalent Rights and any other
Awards, or any combination thereof.

2. DEFINITIONS

         As used in this Plan, the following terms shall have the meanings set
forth below unless the content otherwise requires:

         2.1 "Affiliate" shall mean (i) any corporation, partnership or other
         entity that, directly or indirectly, is controlled by the Company (ii)
         any entity in which the Company has a significant equity interest and
         (iii) any entity that provides substantial management advisory services
         for the Company, in each case as determined by the Committee.

         2.2 "Award" shall mean a stock option, Stock Appreciation Right,
         Restricted Stock, Performance Award, performance stock, Dividend
         Equivalent Right or any other Award under the Plan.

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         2.3 "Board" shall mean the Board of Directors of the Company, as the
         same may be constituted from time to time.

         2.4 "Change in Control" shall mean, after the effective date of this
         Plan, (i) the occurrence of an event of a nature that would be required
         to be reported in response to Item 1 or Item 2 of a Form 8-K Current
         Report of the Company promulgated pursuant to Sections 13 and 15(d) of
         the Securities Exchange Act of 1934, as amended; provided that, without
         limitation, such a Change in Control shall be deemed to have occurred
         if (a) any "person," as such term is used in Sections 13(d) and 14(d)
         of the Exchange Act (other than the Company, any trustee or other
         fiduciary holding securities under any 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), is or becomes the "beneficial
         owner" (as defined in Rule 13d-3 under the Exchange Act, directly or
         indirectly, of securities of the Company representing twenty-five
         percent (25%) or more of the combined voting power of the Company's
         then outstanding securities or (b) during any period of two consecutive
         years, individuals who at the beginning of such period constitute the
         Board cease for any reason to constitute at least a majority thereof,
         unless the election by the Board or the nomination for election 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 two-year period or whose election or nomination
         for election was previously so approved; (ii) the stockholders of the
         Company approve a merger or consolidation of the Company with any other
         corporation, other than a merger or consolidation that 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 eighty percent (80%) of the combined voting power of the voting
         securities of the Company or such surviving entity outstanding
         immediately after such merger or consolidation; provided, however, that
         a merger or consolidation effected to implement a reorganization or
         recapitalization of the Company, or a similar transaction
         (collectively, a "Reorganization"), in which no "person" acquires more
         than twenty percent (20%) of the combined voting power of the Company's
         then outstanding securities shall not constitute a Change in Control of
         the Company; or (iii) 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.

         2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended
         from time to time.

         2.6 "Committee" shall mean a committee of the Board, which shall
         consist solely of not less than two (2) members of the Board who are
         appointed by, and serve at the pleasure of, the Board and who are (i)
         "disinterested" within the meaning of Rule 16b-3 of the General Rules
         and Regulations of the Exchange Act and (ii) "outside directors," as
         required under Section 162(m) of the Code and such Treasury Regulations
         as may be promulgated thereunder. The Plan shall be administered and
         interpreted by the



                                      -2-
<PAGE>

         Committee, which Committee meets the requirements for "disinterested
         administration" within the requirements of Rule 16b-3 and any future
         rule promulgated therefor during the duration of the Plan. The Board
         may amend the Plan to modify the definition of Committee within the
         limits of Rule 16b-3 to assure that the Plan is administered by
         "disinterested" directors.

         2.7 "Common Stock" shall mean the Common Stock, par value $.01 per
         share, of the Company.

         2.8 "Company" shall mean Capstead Mortgage Corporation, a Maryland
         corporation.

         2.9 "Disability" shall mean permanent and total inability to engage in
         any substantial gainful activity by reason of any medically
         determinable physical or mental impairment which can be expected to
         result in death or which has lasted or can be expected to last for a
         continuous period of not less than twelve (12) months, as determined in
         the sole and absolute discretion of the Committee.

         2.10 "Dividend Equivalent Right" shall mean the right of the holder
         thereof to receive credits based on the cash dividends that would have
         been paid on the Shares specified in the Award if the Shares were held
         by the holder to whom the Award is made.

         2.11 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
         amended from time to time.

         2.12 "Fair Market Value" shall mean with respect to the Shares, as of
         any date, (i) the last reported sales price regular way on the New York
         Stock Exchange or, if not reported for the New York Stock Exchange, on
         the Composite Tape, or, in case no such sale takes place on such day,
         the average of the reported closing bid and asked quotations on the New
         York Stock Exchange; (ii) if the Shares are not listed on the New York
         Stock Exchange or no such quotations are available, the closing price
         of the Shares as reported by the National Market System, or similar
         organization, or, if no such quotations are available, the average of
         the high bid and low asked quotations in the over-the-counter market as
         reported by the National Quotation Bureau Incorporated, or similar
         organization; or (iii) in the event that there shall be no public
         market for the Shares, the fair market value of the Shares as
         determined (which determination shall be conclusive) in good faith by
         the Committee, based upon the value of the Company as a going concern,
         as if such Shares were publicly owned stock, but without any discount
         with respect to minority ownership.

         2.13 "Incentive Stock Option" shall mean any stock option awarded under
         this Plan intended to be and designated as an "Incentive Stock Option"
         under Section 422 of the Code or any successor provision.

         2.14 "Non-Tandem Stock Appreciation Right" shall mean any Stock
         Appreciation Right granted alone and not in connection with an Award
         which is a stock option.



                                      -3-
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         2.15 "Non-Qualified Stock Option" shall mean any stock option awarded
         under this Plan that is not an Incentive Stock Option.

         2.16 "Optionee" shall mean any person who has been granted a stock
         option under this Plan and who has executed a written stock option
         agreement with the Company reflecting the terms of such grant.

         2.17 "Performance Award" shall mean any Award hereunder of Shares,
         units or rights based upon, payable in, or otherwise related to, Shares
         (including Restricted Stock), or cash of an equivalent value, as the
         Committee may determine, at the end of a specified performance period
         established by the Committee.

         2.18 "Plan" shall mean this Second Amended and Restated 1994 Flexible
         Long Term Incentive Plan of Capstead Mortgage Corporation.

         2.19 "Reload Option" shall mean a stock option as defined in subsection
         6.7(b) herein.

         2.20 "Restricted Stock" shall mean any Award of Shares under this Plan
         that are subject to restrictions or risk of forfeiture.

         2.21 "Retirement" shall mean, with respect to an employee of the
         Company, termination of employment, other than discharge for cause,
         after age 65 or on or before age 65 if pursuant to the terms of any
         retirement plan maintained by the Company or any of its Affiliates in
         which such person participates. With respect to a director of the
         Company, "Retirement" shall mean the earlier of (a) the removal of such
         director from the Board for other than cause, and (b) the expiration of
         such director's term on the Board.

         2.22 "Senior Officers" shall mean the Senior Officers of the Company as
         set forth in subsection 6.5(e) herein.

         2.23 "Shares" shall mean shares of the Company's Common Stock and any
         shares of capital stock or other securities of the Company hereafter
         issued or issuable upon, in respect of or in substitution or exchange
         for such Shares.

         2.24 "Stock Appreciation Right" shall mean the right of the holder
         thereof to receive an amount in cash or Shares equal to the excess of
         the Fair Market Value of a Share on the date of exercise over the Fair
         Market Value of a Share on the date of the grant (or such other value
         as may be specified in the agreement granting the Stock Appreciation
         Right).

         2.25 "Tandem Stock Appreciation Right" shall mean a Stock Appreciation
         Right granted in connection with an Award which is a stock option.



                                      -4-
<PAGE>

3. ADMINISTRATION OF THE PLAN

         3.1 Committee. The Plan shall be administered and interpreted by the
         Committee.

         3.2 Awards. Subject to the provisions of the Plan and directions from
         the Board, the Committee is authorized to:

                  (a) determine the persons to whom Awards are to be granted;

                  (b) determine the types and combinations of Awards to be
                  granted, the number of Shares to be covered by the Award, the
                  pricing of the Award, the time or times when the Award shall
                  be granted and may be exercised, the terms, performance
                  criteria or other conditions, vesting periods or any
                  restrictions for an Award, any restrictions on Shares acquired
                  pursuant to the exercise of an Award and any other terms and
                  conditions of an Award;

                  (c) conclusively interpret the Plan provisions;

                  (d) prescribe, amend and rescind rules and regulations
                  relating to the Plan or make individual decisions as questions
                  arise, or both;

                  (e) determine whether, to what extent and under what
                  circumstances to provide loans from the Company to
                  participants in order to purchase Shares subject to Awards
                  under the Plan, and the terms and conditions of such loans;

                  (f) rely upon employees of the Company for such clerical and
                  record-keeping duties as may be necessary in connection with
                  the administration of the Plan; and

                  (g) make all other determinations and take all other actions
                  necessary or advisable for the administration of the Plan.

         3.3 Procedures. A majority of the Committee members shall constitute a
         quorum. All determinations of the Committee shall be made by a majority
         of its members. All questions of interpretation and application of the
         Plan or pertaining to any question of fact or Award granted hereunder
         shall be decided by the Committee, whose decision shall be final,
         conclusive and binding upon the Company and each other affected party.

4. SHARES SUBJECT TO PLAN

         4.1 Limitations. The maximum number of Shares that may be issued with
         respect to Awards under the Plan shall not exceed 1,111,297 unless such
         maximum shall be increased or decreased by reasons of changes in
         capitalization of the Company as hereinafter provided. The maximum
         number of Shares with respect to which Awards may be granted in any
         fiscal year to any participant in the Plan shall not exceed 168,750.



                                      -5-
<PAGE>

         The Shares issued pursuant to the Plan may be authorized but unissued
         Shares, or may be issued Shares which have been reacquired by the
         Company. The above limitations take into account the 3-for-2 stock
         splits that occurred on November 15, 1995 and August 15, 1996 and the
         1-for-2 reverse stock splits that occurred on May 8, 2000 and June 29,
         2001, as summarized on the attached Exhibit A.

         4.2 Changes. To the extent that any Award under the Plan, or any stock
         option or performance award granted under any prior incentive plan of
         the Company, shall be forfeited, shall expire or shall be canceled, in
         whole or in part, then the number of Shares covered by the Award or
         stock option so forfeited, expired or canceled may again be awarded
         pursuant to the provisions of this Plan. In the event that Shares are
         delivered to the Company in full or partial payment of the exercise
         price for the exercise of a stock option granted under the Plan or any
         prior incentive plan of the Company, the number of Shares available for
         future Awards under the Plan shall be reduced only by the net number of
         Shares issued upon the exercise of the option. Awards that may be
         satisfied either by the issuance of Shares or by cash or other
         consideration shall be counted against the maximum number of Shares
         that may be issued under the Plan, even though the Award is ultimately
         satisfied by the payment of consideration other than Shares, as, for
         example, a stock option granted in tandem with a Stock Appreciation
         Right that is settled by a cash payment of the stock appreciation.
         However, Awards will not reduce the number of Shares that may be issued
         pursuant to the Plan if the settlement of the Award will not require
         the issuance of Shares, as, for example, a Stock Appreciation Right
         that can be satisfied only by the payment of cash.

5. ELIGIBILITY

         Except with respect to Awards that are to be qualified under Section
422, Section 423 or other relevant Section of the Code ("Qualified Awards"),
eligibility for participation under the Plan shall be open to all officers,
employees and directors of the Company and its Affiliates. With respect to
Qualified Awards, eligibility for participation in the Plan shall be confined to
employees of the Company and its Subsidiaries, as such term is defined under
Section 424 of the Code.

6. STOCK OPTIONS

         6.1 Grants. The Committee may grant stock options alone or in addition
         to other Awards granted under this Plan to any eligible officer,
         employee or director. Each person so selected shall be offered an
         option to purchase the number of Shares determined by the Committee;
         provided, however, that the maximum number of shares for which stock
         options may be granted during any calendar year may not exceed 168,750
         Shares for any eligible officer, employee or director. The Committee
         shall specify whether such option is an Incentive Stock Option or
         Non-Qualified Stock Option and any other terms or conditions relating
         to such Award. To the extent that any stock option does not qualify as
         an Incentive Stock Option (whether because of its provisions or the
         time or manner of its exercise or otherwise), such stock option or the
         portion thereof which does not qualify,



                                      -6-
<PAGE>

         shall constitute a separate Non-Qualified Stock Option. Each such
         person so selected shall have a reasonable period of time within which
         to accept or reject the offered option. Failure to accept within the
         period so fixed by the Committee may be treated as a rejection. Each
         person who accepts an option shall enter into a written agreement with
         the Company, in such form as the Committee may prescribe, setting forth
         the terms and conditions of the option, consistent with the provisions
         of the Plan. The Optionee and the Company shall enter into option
         agreements for Incentive Stock Options and Non-Qualified Stock Options.
         At any time and from time to time, the Optionee and the Company may
         agree to modify an option agreement in order that an Incentive Stock
         Option may be converted to a Non-Qualified Stock Option.

                  The Committee may require than an Optionee meet certain
         conditions before the option or a portion thereof may vest or be
         exercised, as, for example, that the Optionee remain in the employ of
         the Company or one of its Affiliates for a stated period or periods of
         time before the option, or stated portions thereof, may vest or be
         exercised; provided, however, that nothing in the Plan or in any option
         agreement shall confer upon any Optionee any right to remain in the
         employ of the Company or one of its Affiliates, and nothing herein
         shall be construed in any manner to interfere in any way with the right
         of the Company or its Affiliates to terminate such Optionee's
         employment at any time.

         6.2 Option Price. The option exercise price of the Shares covered by
         each stock option shall be determined by the Committee; provided,
         however, that the option exercise price of an Incentive Stock Option
         or, with respect to the Chief Executive Officer of the Company only, a
         Non-Qualified Stock Option shall not be less than one hundred percent
         (100%) of the Fair Market Value of Shares on the date of the grant of
         such Incentive Stock Option.

         6.3 Incentive Stock Options Limitations.

                  (a) In no event shall any person be granted Incentive Stock
                  Options so that the Shares covered by any Incentive Stock
                  Options that may be exercised for the first time by such
                  person in any calendar year have an aggregate Fair Market
                  Value in excess of $100,000. For this purpose, the Fair Market
                  Value of the Shares shall be determined as of the dates on
                  which the Incentive Stock Options are granted. It is intended
                  that the limitation on Incentive Stock Options provided in
                  this paragraph be the maximum limitation on options which may
                  be considered Incentive Stock Options under the Code.

                  (b) Notwithstanding anything herein to the contrary, in no
                  event shall any officer, employee or director owning more than
                  ten percent (10%) of the total combined voting power of the
                  Company or any Affiliate corporation be granted an Incentive
                  Stock Option hereunder unless: the option exercise price shall
                  be at least one hundred ten percent (110%) of the Fair Market
                  Value of the Shares at the time that the option is granted and
                  the term of the option shall not exceed five (5) years.



                                      -7-
<PAGE>

         6.4 Option Term. The term of a stock option shall be for such period of
         months or years from the date of its grant as may be determined by the
         Committee; provided, however, that no Incentive Stock Option shall be
         exercisable later than ten (10) years from the date of its grant. Each
         option shall be subject to earlier termination as hereinafter provided
         (unless the Committee has provided otherwise):

                  (a) If the Optionee ceases to be an officer, employee or
                  director of the Company or any Affiliate by reason of the
                  Optionee's discharge for cause, as determined solely and
                  exclusively by the Committee, all rights of the Optionee to
                  exercise an option shall terminate, lapse and be forfeited
                  immediately at the time of the Optionee's discharge for cause.

                  (b) If the Optionee ceases to be an officer, employee or
                  director of the Company or any Affiliate by reason of the
                  Optionee's resignation, all rights of the Optionee to exercise
                  an option shall terminate, lapse and be forfeited immediately
                  upon the date of such resignation by the Optionee.

                  (c) If the Optionee ceases to be an officer, employee or
                  director of the Company or any Affiliate by reason of death,
                  the personal representatives, heirs, legatees or distributees
                  of the Optionee, as appropriate, shall have the right up to
                  the earlier of (i) two (2) years from the Optionee's death or
                  (ii) the remaining term of the option to exercise any such
                  option.

                  (d) If the Optionee ceases to be an officer, employee or
                  director of the Company or any Affiliate by reason of the
                  Optionee's Retirement, Disability or for any reason other than
                  the Optionee's discharge for cause, resignation or death, all
                  rights of the Optionee to exercise an option shall terminate,
                  lapse, and be forfeited upon the earlier of (i) two (2) years
                  after the date of the Optionee's termination of employment by
                  reason of such Optionee's Retirement, Disability or such other
                  reason or (ii) the remaining term of the option, except that
                  in case the Optionee shall die within two (2) years after the
                  date of termination of employment by reason of such Optionee's
                  Retirement, Disability or such other reason, the personal
                  representatives, heirs, legatees or distributees of the
                  Optionee, as appropriate, shall have the right up to an
                  additional twelve (12) months from the date of the Optionee's
                  death to exercise any such option.

                  (e) Despite the provisions of paragraphs (b), (c) and (d) of
                  this subsection, no Incentive Stock Option shall be
                  exercisable after the expiration of the earlier of: (i) the
                  ten (10) year period beginning on the date of its grant, (ii)
                  the three (3) month period beginning on the date of the
                  Optionee's termination of employment for any reason other than
                  death or Disability, or (iii) the one (1) year period
                  beginning on the date of the Optionee's termination of
                  employment by reason of Disability.



                                      -8-
<PAGE>

         6.5 Vesting of Stock Options.

                  (a) Each stock option granted hereunder may only be exercised
                  to the extent that the Optionee is vested in such option. Each
                  stock option shall vest separately in accordance with the
                  option vesting schedule, if any, determined by the Committee
                  in its sole discretion, which will be incorporated in the
                  stock option agreement entered into between the Company and
                  each Optionee. The option vesting schedule will be accelerated
                  in the event the provisions of paragraphs (b), (c), (d) or (e)
                  of this subsection apply; or if, in the sole discretion of the
                  Committee, the Committee determines that acceleration of the
                  option vesting schedule would be desirable for the Company.

                  (b) If an Optionee ceases to be an officer, employee or
                  director of the Company or any Affiliate by reason of death,
                  Disability or Retirement or for any reason other than the
                  Optionee's resignation or discharge for cause, the Optionee or
                  the personal representatives, heirs, legatees or distributees
                  of the Optionee, as appropriate, shall become fully vested in
                  each stock option granted to the Optionee, effective on the
                  date of the Optionee's death or on the date that the Optionee
                  ceases to be an officer, employee or director, as appropriate,
                  and shall have the immediate right to exercise any such option
                  to the extent not previously exercised.

                  (c) In the event of the dissolution or liquidation of the
                  Company, each stock option granted under the Plan shall
                  terminate as of a date to be fixed by the Board; provided,
                  however, that not less than thirty (30) days' written notice
                  of the date so fixed shall be given to each Optionee and each
                  such Optionee shall be fully vested in and shall have the
                  right during such period to exercise the option, even though
                  such option would not otherwise be exercisable under the
                  option vesting schedule. At the end of such period, any
                  unexercised option shall terminate and be of no further
                  effect.

                  (d) In the event of a Reorganization:

                           (1) If there is no plan or agreement respecting the
                           Reorganization, or if such plan or agreement does not
                           specifically provide for the change, conversion or
                           exchange of the Shares under outstanding and
                           unexercised stock options for other securities then
                           the provisions of the above paragraph (c) of this
                           subsection shall apply as if the Company had
                           dissolved or been liquidated on the effective date of
                           the Reorganization; or

                           (2) If there is a plan or agreement respecting the
                           Reorganization, and if such plan or agreement
                           specifically provides for the change, conversion or
                           exchange of the Shares under outstanding and
                           unexercised stock options for securities of another
                           corporation, then the Board shall adjust the Shares
                           under such outstanding and unexercised stock options
                           (and shall adjust the



                                      -9-
<PAGE>

                           Shares remaining under the Plan which are then
                           available to be awarded under the Plan, if such plan
                           or agreement makes no specific provision therefor) in
                           a manner not inconsistent with the provisions of such
                           plan or agreement for the adjustment, change,
                           conversion or exchange of such Shares and such
                           options.

                  (e) In the event of a Change in Control of the Company, with
                  respect to the directors of the Company and only certain
                  senior executive officers of the Company (the number of which
                  shall include no more than ten (10) persons; provided, that a
                  limited number of additional senior executive officers shall
                  also be included if each such additional person is approved by
                  the Committee and the Board (collectively, the ten senior
                  executive officers plus any additional, approved senior
                  executive officers shall be referred to herein as the "Senior
                  Officers")), all stock options and any associated Stock
                  Appreciation Rights shall become fully vested and immediately
                  exercisable and the vesting of all performance-based stock
                  options shall be determined as if the performance period or
                  cycle applicable to such stock options had ended immediately
                  upon such Change in Control.

         6.6 Exercise of Stock Options.

                  (a) Stock options may be exercised as to Shares only in
                  amounts and at intervals of time specified in the written
                  option agreement between the Company and the Optionee. Each
                  exercise of a stock option, or any part thereof, shall be
                  evidenced by a notice in writing to the Company. The purchase
                  price of the Shares as to which an option shall be exercised
                  shall be paid in full at the time of exercise, and may be paid
                  to the Company either:

                           (1) in cash (including check, bank draft or money
                           order);

                           (2) by the delivery of Shares having a Fair Market
                           Value equal to the aggregate option price;

                           (3) by a combination of cash and Shares; or

                           (4) by arrangement with a broker acceptable to the
                           Committee in which payment of the exercise price is
                           made pursuant to an irrevocable direction from the
                           Optionee to the broker to deliver the Company
                           proceeds from the sale of the option Shares in an
                           amount equal to the exercise price of the Shares.

                  (b) If an Optionee delivers Shares (including Shares of
                  Restricted Stock) already owned by him or her in full or
                  partial payment of the exercise price for any stock option
                  granted under the Plan or any prior incentive plan of the
                  Company, or if the Optionee elects to have the Company retain
                  that number of Shares out of the Shares being acquired through
                  the exercise of the option having



                                      -10-
<PAGE>

                  a Fair Market Value equal to the exercise price of the stock
                  option being exercised, the Committee may authorize the
                  automatic grant of a new option (a "Reload Option") for that
                  number of Shares as shall equal the number of already owned
                  Shares surrendered (including Shares of Restricted Stock) or
                  newly acquired Shares being retained in payment of the option
                  exercise price of the underlying stock option being exercised.
                  The grant of a Reload Option will become effective upon the
                  exercise of the underlying stock option. The option exercise
                  price of the Reload Option shall be the Fair Market Value of a
                  Share on the effective date of the grant of the Reload Option.
                  Each Reload Option shall be exercisable no earlier than six
                  (6) months from the date of its grant and no later than the
                  time when the underlying stock option being exercised could be
                  last exercised. The Committee may also specify additional
                  terms, conditions and restrictions for the Reload Option and
                  the Shares to be acquired upon the exercise thereof.

                  (c) The amount, as determined by the Committee, of any
                  federal, state or local tax required to be withheld by the
                  Company due to the exercise of a stock option shall be
                  satisfied, at the election of the Optionee, either (a) by
                  payment by the Optionee to the Company of the amount of such
                  withholding obligation in cash (the "Cash Method"), (b)
                  through either the retention by the Company of a number of
                  Shares out of the Shares being acquired through the exercise
                  of the option or the delivery of already owned Shares having a
                  Fair Market Value equal to the amount of the withholding
                  obligation (the "Share Retention Method"), or (c) by a
                  combination of the Cash Method and the Share Retention Method.
                  If an Optionee elects to use the Share Retention Method in
                  full or partial satisfaction for any tax liability resulting
                  from the exercise of a stock option, the Committee may
                  authorize the grant of a Reload Option for that number of
                  Shares as shall equal the number of Shares used to satisfy the
                  tax liabilities of the stock option being exercised on the
                  price and terms set forth in subsection (b) above. The cash
                  payment or the amount equal to the Fair Market Value of the
                  Shares so withheld, as the case may be, shall be remitted by
                  the Company to the appropriate taxing authorities. The
                  Committee shall determine the time and manner in which an
                  Optionee may elect to satisfy a withholding obligation by
                  either the Cash Method or the Share Retention Method.

                  (d) An Optionee shall not have any of the rights of a
                  stockholder of the Company with respect to the Shares covered
                  by a stock option except to the extent that one or more
                  certificates of such Shares shall have been delivered to the
                  Optionee, or the Optionee has been determined to be a
                  stockholder of record by the Company's Transfer Agent, upon
                  due exercise of the option.

         6.7 Date of a Stock Option Grant. The granting of a stock option shall
         take place only when the Committee approves the granting of such
         option. Neither any action taken by the Board nor anything contained in
         the Plan or in any resolution adopted or to be



                                      -11-
<PAGE>



         adopted by the Board or the stockholders of the Company shall
         constitute the granting of a stock option under the Plan.

7. STOCK APPRECIATION RIGHTS

         7.1 Grants. The Committee may grant to any eligible officer, employee
         or director either Non-Tandem Stock Appreciation Rights or Tandem Stock
         Appreciation Rights. Stock Appreciation Rights shall be subject to such
         terms and conditions as the Committee shall impose; provided, however,
         that the maximum number of shares (or cash equivalent value) with
         respect to which Stock Appreciation Rights may be granted during any
         calendar year may not exceed 168,750 Shares for any eligible officer,
         employee or director. The grant of the Stock Appreciation Right may
         provide that the holder may be paid for the value of the Stock
         Appreciation Right either in cash or in Shares, or a combination
         thereof, at the discretion of the Committee. In the event of the
         exercise of a Stock Appreciation Right payable in Shares, the holder of
         the Stock Appreciation Right shall receive that number of whole Shares
         of stock of the Company having an aggregate Fair Market Value on the
         date of exercise equal to the value obtained by multiplying (i) either
         (a) in the case of a Tandem Stock Appreciation Right, the difference
         between the Fair Market Value of a Share on the date of exercise over
         the per share exercise price of the related option, or (b) in the case
         of a Non-Tandem Stock Appreciation Right, the difference between the
         Fair Market Value of a Share on the date of exercise over the Fair
         Market Value on the date of the grant by (ii) the number of Shares as
         to which the Stock Appreciation Right is exercised. However,
         notwithstanding the foregoing, the Committee, in its sole discretion,
         may place a ceiling on the amount payable upon exercise of a Stock
         Appreciation Right, but any such limitation shall be specified at the
         time that the Stock Appreciation Right is granted.

         7.2 Exercisability. A Tandem Stock Appreciation Right may be granted at
         the time of the grant of the related stock option or, if the related
         stock option is a Non-Qualified Stock Option, at any time thereafter
         during the term of the stock option. A Tandem Stock Appreciation Right
         granted in connection with an Incentive Stock Option (i) generally may
         be exercised at, and only at, the times and to the extent the related
         stock option is exercisable, (ii) expires upon the termination of the
         related stock option, (iii) may not exceed 100% of the difference
         between the exercise price of the related stock option and the market
         price of the Shares subject to the related stock option at the time the
         Tandem Stock Appreciation Right is exercised and (iv) may be exercised
         at, and only at, such times as the market price of the Shares subject
         to the related stock option exceeds the exercise price of the related
         stock option. The Tandem Stock Appreciation Right may be transferred
         at, and only at, the times and to the extent the related stock option
         is transferable. If a Tandem Stock Appreciation Right is granted, there
         shall be surrendered and canceled from the option at the time of
         exercise of the Tandem Stock Appreciation Right, in lieu of exercise
         under the option, that number of Shares as shall equal the number of
         Shares as to which the Tandem Stock Appreciation Right shall have been
         exercised.



                                      -12-
<PAGE>

         7.3 Certain Limitations on Non-Tandem Stock Appreciation Rights. A
         Non-Tandem Stock Appreciation Right will be exercisable as provided by
         the Committee and will have such other terms and conditions as the
         Committee may determine. A Non-Tandem Stock Appreciation Right is
         subject to acceleration of vesting or immediate termination in certain
         circumstances in the same manner as stock options pursuant to
         subsections 6.4 and 6.5 of this Plan.

         7.4 Limited Stock Appreciation Rights. The Committee is also authorized
         to grant "limited stock appreciation rights," either as Tandem Stock
         Appreciation Rights or Non-Tandem Stock Appreciation Rights. Limited
         stock appreciation rights would become exercisable only upon the
         occurrence of a Change in Control or such other event as the Committee
         may designate at the time of grant or thereafter.

8. RESTRICTED STOCK

         8.1 Grants. The Committee may grant Awards of Restricted Stock for no
         cash consideration, for such minimum consideration as may be required
         by applicable law, or for such other consideration as may be specified
         by the grant. The terms and conditions of the Restricted Stock shall be
         specified by the grant agreement. The Committee, in its sole
         discretion, shall determine what rights, if any, the person to whom an
         Award of Restricted Stock is made shall have in the Restricted Stock
         during the restriction period and the restrictions applicable to the
         particular Award, including, without limitation, whether the holder of
         the Restricted Stock shall have the right to vote the Shares and
         receive Dividend Equivalent Rights and other distributions applicable
         to the Shares, the vesting schedule (which may be based on service,
         performance or other factors) and rights to acceleration of vesting
         (including, without limitation, whether non-vested Shares are forfeited
         or vested upon termination of employment). Further, the Committee may
         award performance-based Restricted Stock by conditioning the grant, or
         vesting or such other factors, such as the release, expiration or lapse
         of restrictions upon any such Award (including the acceleration of any
         such conditions or terms) of such Restricted Stock upon the attainment
         of specified performance goals or such other factors as the Committee
         may determine; provided, however, that notwithstanding the foregoing,
         and with respect to the Senior Officers only, upon a Change in Control,
         the amount of granting or vesting, as the case may be, for all
         performance-based Restricted Stock, shall be determined as if the
         performance period or cycle applicable to such Restricted Stock had
         terminated immediately upon such Change in Control; provided, however,
         that to the extent that any such performance period or cycle is
         shortened adversely to the Senior Officers by virtue of the Change in
         Control, such Restricted Stock shall be prorated accordingly. The
         Committee shall also determine when the restrictions shall lapse or
         expire and the conditions, if any, under which the Restricted Stock
         will be forfeited or sold back to the Company, provided, however, that
         notwithstanding the foregoing, and with respect to the Senior Officers
         only, upon a Change in Control, all restrictions applicable to
         Restricted Stock shall lapse and expire and Shares of Restricted Stock
         with vesting provisions shall become fully vested. Each Award of
         Restricted Stock may have different restrictions and conditions. The
         Committee, in its discretion, may prospectively



                                      -13-
<PAGE>

         change the restriction period and the restrictions applicable to any
         particular Award of Restricted Stock. Unless otherwise set forth in the
         Plan, Restricted Stock may not be disposed of by the recipient until
         the restrictions specified in the Award expire. Subject to certain
         exceptions, the aggregate number of nonperformance-based Shares of
         Restricted Stock that may be awarded is limited to three percent (3%)
         of the aggregate number of outstanding Shares of the Company's Common
         Stock; otherwise, the Committee is not limited in the total number of
         Shares of Restricted Stock that may be awarded under the Plan.

         8.2 Awards and Certificates. Any Restricted Stock issued hereunder may
         be evidenced in such manner as the Committee, in its sole discretion,
         shall deem appropriate including, without limitation, book-entry
         registration or issuance of a stock certificate or certificates. In the
         event any stock certificate is issued in respect of Shares of
         Restricted Stock awarded hereunder, such certificate shall bear an
         appropriate legend with respect to the restrictions applicable to such
         Award. The Company may retain, at its option, the physical custody of
         any stock certificate representing any awards of Restricted Stock
         during the restriction period or require that the Restricted Stock be
         placed in escrow or trust, along with a stock power endorsed in blank,
         until all restrictions are removed or expire.

9. PERFORMANCE AWARDS

         9.1 Grants. A Performance Award may consist of either or both, as the
         Committee may determine, of (i) "Performance Shares" or the right to
         receive Shares, Restricted Stock or cash of an equivalent value, or any
         combination thereof as the Committee may determine, or (ii)
         "Performance Units," or the right to receive a fixed dollar amount
         payable in cash, Common Stock, Restricted Stock or any combination
         thereof, as the Committee may determine. The Committee may grant
         Performance Awards to any eligible officer, employee or director for no
         cash consideration, for such minimum consideration as may be required
         by applicable law or for such other consideration as may be specified
         at the time of the grant. The terms and conditions of Performance
         Awards shall be specified at the time of the grant and may include
         provisions establishing the performance period, the performance
         criteria to be achieved during a performance period, the criteria used
         to determine vesting (including the acceleration thereof), whether
         Performance Awards are forfeited or vest upon termination of employment
         during a performance period and the maximum or minimum settlement
         values; provided, however, that notwithstanding the foregoing, and with
         respect to the Senior Officers only, upon a Change in Control, the
         vesting, if any, and the determination of the amount earned of a
         Performance Award shall be determined as if the performance period or
         cycle applicable to such Performance Award had terminated immediately
         upon such Change in Control; provided, however, that to the extent that
         any such performance period or cycle is shortened adversely to the
         Senior Officers by virtue of the Change in Control, such Performance
         Award shall be prorated accordingly. Each Performance Award shall have
         its own terms and conditions, which shall be determined in the
         discretion of the Committee. If the Committee determines, in its sole
         discretion, that the established



                                      -14-
<PAGE>

         performance measures or objectives are no longer suitable because of a
         change in the Company's business, operations, corporate structure or
         for other reasons that the Committee deems satisfactory, the Committee
         may modify the performance measures or objectives and/or the
         performance period.

         9.2 Terms and Conditions. Performance Awards may be valued by reference
         to the Fair Market Value of a Share or according to any formula or
         method deemed appropriate by the Committee, in its sole discretion,
         including, but not limited to, achievement of specific financial,
         production, sales, cost or earnings performance objectives that the
         Committee believes to be relevant to the Company's business and for
         remaining in the employ of the Company for a specified period of time,
         or the Company's performance or the performance of its Common Stock
         measured against the performance of the market, the Company's industry
         segment or its direct competitors. Performance Awards may be paid in
         cash, Shares (including Restricted Stock) or other consideration, or
         any combination thereof. If payable in Shares, the consideration for
         the issuance of the Shares may be the achievement of the performance
         objective established at the time of the grant of the Performance
         Award. Performance Awards may be payable in a single payment or in
         installments and may be payable at a specified date or dates or upon
         attaining the performance objective, all at the Committee's discretion.
         The extent to which any applicable performance objective has been
         achieved shall be conclusively determined by the Committee.

10. DIVIDEND EQUIVALENT RIGHTS

         The Committee may grant a Dividend Equivalent Right, either as a
component of another Award or as a separate Award, and, in general, each such
holder of a Dividend Equivalent Right that is outstanding on a dividend record
date for the Company's Common Stock shall be credited with an amount equal to
the cash or stock dividends or other distributions that would have been received
had the Shares covered by the Award been issued and outstanding on the dividend
record date. The terms and conditions of the Dividend Equivalent Right shall be
specified by the grant. Dividend equivalents credited to the holder of a
Dividend Equivalent Right may be paid currently or may be deemed to be
reinvested in additional Shares (which may thereafter accrue additional Dividend
Equivalent Rights). Any such reinvestment shall be at the Fair Market Value at
the time thereof. Dividend Equivalent Rights may be settled in cash or Shares,
or a combination thereof, in a single Payment or in installments. A Dividend
Equivalent Right granted as a component of another Award may provide that such
Dividend Equivalent Right shall be settled upon exercise, settlement or payment
for or lapse of restrictions on such other Award, and that such Dividend
Equivalent Right shall expire or be forfeited or annulled under the same
conditions as such other Award. A Dividend Equivalent Right granted as a
component of another Award may also contain terms and conditions different from
such other Award.

11. OTHER AWARDS

         The Committee may grant to any eligible officer, employee or director
other forms of Awards based upon, payable in or otherwise related to, in whole
or in part, Shares if the



                                      -15-
<PAGE>

Committee, in its sole discretion. determines that such other form of Award is
consistent with the purposes and restrictions of the Plan. The terms and
conditions of such other form of Award shall be specified by the grant,
including, but not limited to, the price, if any, and the vesting schedule, if
any. Such Awards may be granted for no cash consideration, for such minimum
consideration as may be required by applicable law or for such other
consideration as may be specified by the grant.

12. NON-TRANSFERABILITY OF AWARDS.

         A stock option shall not be transferable otherwise than by will or the
laws of descent and distribution, and a stock option may be exercised, during
the lifetime of the Optionee, only by the Optionee; provided, however, that with
the approval of the Committee, the agreement relating to any Award (including,
without limitation, a stock option) may provide that such Award may be
transferred to one or more members of the immediate family of the grantee of the
Award or to a trust for the benefit of such person or as directed under a
qualified domestic relations order. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of a stock option or other Award contrary to
the provisions hereof, or the levy of any execution, attachment or similar
process upon a stock option or other Award shall be null and void and without
effect.

13. COMPLIANCE WITH SECURITIES AND OTHER LAWS

         In no event shall the Company be required to sell or issue Shares under
any Award if the sale or issuance thereof would constitute a violation of
applicable federal or state securities laws or regulations or a violation of any
other law or regulation of any governmental or regulatory agency or authority or
any national securities exchange. As a condition to any sale or issuance of
Shares, the Company may place legends on Shares, issue stop transfer orders and
require such agreements or undertakings as the Company may deem necessary or
advisable to assure compliance with any such laws or regulations, including, if
the Company or its counsel deems it appropriate, representations from the person
to whom an Award is granted that he or she is acquiring the Shares solely for
investment and not with a view to distribution and that no distribution of the
Shares will be made unless registered pursuant to applicable federal and state
securities laws, or in the opinion of counsel of the Company, such registration
is unnecessary.

14. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR REORGANIZATION

         The value of an Award in Shares shall be adjusted from time to time as
follows:

                  (a) Subject to any required action by stockholders, the number
                  of Shares covered by each outstanding Award, and the exercise
                  price, shall be proportionately adjusted for any increase or
                  decrease in the number of issued Shares of the Company
                  resulting from a subdivision or consolidation of Shares or the
                  payment of a stock dividend (but only in Shares) or any other
                  increase or decrease in the number of Shares effected without
                  receipt of consideration by the Company.



                                      -16-
<PAGE>

                  (b) Subject to any required action by stockholders, if the
                  Company shall be the surviving corporation in any
                  Reorganization, merger or consolidation, each outstanding
                  Award shall pertain to and apply to the securities to which a
                  holder of the number of Shares subject to the Award would have
                  been entitled, and if a plan or agreement reflecting any such
                  event is in effect that specifically provides for the change,
                  conversion or exchange of Shares, then any adjustment to
                  Shares relating to an Award hereunder shall not be
                  inconsistent with the terms of any such plan or agreement.

                  (c) In the event of a change in the Shares of the Company as
                  presently constituted, which is limited to a change of par
                  value into the same number of Shares with a different par
                  value or without par value, the Shares resulting from any such
                  change shall be deemed to be the Shares within the meaning of
                  the Plan.

                           To the extent that the foregoing adjustments relate
                  to stock or securities of the Company, such adjustments shall
                  be made by the Board, whose determination shall be final,
                  binding and conclusive.

                           Except as hereinbefore expressly provided in the
                  Plan, any person to whom an Award is granted shall have no
                  rights by reason of any subdivision or consolidation of stock
                  of any class or the payment of any stock dividend or any other
                  increase or decrease in the number of shares of stock of any
                  class or by reason of any dissolution, liquidation,
                  reorganization, merger or consolidation or spinoff of assets
                  or stock of another corporation, and any issue by the Company
                  of shares of stock of any class, or securities convertible
                  into shares of stock of any class, shall not affect, and no
                  adjustment by reason thereof shall be made with respect to,
                  the number or exercise price of Shares subject to an Award.

                           The grant of an Award pursuant to the Plan shall not
                  affect in any way the right or power of the Company to make
                  adjustments, reclassifications, Reorganizations or changes of
                  its capital or business structure or to merge or to
                  consolidate or to dissolve, liquidate or sell or transfer all
                  or any part of its business or assets.

15. AMENDMENT OR TERMINATION OF THE PLAN

         15.1 Amendment of the Plan. Notwithstanding anything contained in the
         Plan to the contrary, all provisions of the Plan may at any time or
         from time to time be modified or amended by the Board; provided,
         however, that no Award at any time outstanding under the Plan may be
         modified, impaired or canceled adversely to the holder of the Award
         without the consent of such holder; and provided, further, that the
         Plan may not be amended without approval by the holders of a majority
         of the Shares of the Company represented and voted at a meeting of the
         stockholders (a) to increase the maximum number of Shares subject to
         the Plan, (b) to materially modify the requirements as to eligibility
         for participation in the Plan, (c) to decrease the minimum exercise
         price for



                                      -17-
<PAGE>

         options, (d) to otherwise materially increase the benefits accruing to
         persons to whom Awards may be made under the Plan, as amended, or (e)
         if such approval is otherwise necessary, to comply with Rule 16b-3
         promulgated under the Exchange Act, as amended, or to comply with any
         other applicable laws, regulations or listing requirements, or to
         qualify, for an exemption or characterization that is deemed desirable
         by the Board.

         15.2 Termination of the Plan. The Board may suspend or terminate the
         Plan at any time, and such suspension or termination may be retroactive
         or prospective. However, no Award may be granted on or after April 22,
         2004, the tenth anniversary of the adoption of the Plan. Termination of
         the Plan shall not impair or affect any Award previously granted
         hereunder and the rights of the holder of the Award shall remain in
         effect until the Award has been exercised in its entirety or has
         expired or otherwise has been terminated by the terms of such Award.

16. AMENDMENTS AND ADJUSTMENTS TO AWARDS

         The Committee may amend, modify or terminate any outstanding Award with
the Participant's consent at any time prior to payment or exercise in any manner
not inconsistent with the terms of the Plan, including, without limitation, (i)
to change the date or dates as of which (A) an option becomes exercisable or (B)
a performance-based Award is deemed earned or (ii) to cancel an Award and grant
a new Award in substitution therefor under such different terms and conditions
as it determines in its sole and complete discretion to be appropriate. The
Committee is also authorized to make adjustments in the terms and conditions of,
and the criteria included in, Awards in recognition of unusual or nonrecurring
events (including, without limitation, the events described in Section 14
hereof) affecting the Company, or the financial statements of the Company or any
Affiliate, or of changes in applicable laws, regulations or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent reduction or enlargement of the benefits or
potential benefits intended to be made available under the Plan. Any provision
of the Plan or any agreement regarding an Award to the contrary notwithstanding,
the Committee may cause any Award granted to be canceled in consideration of a
cash payment or alternative Award made to the holder of such canceled Award
equal in value to the Fair Market Value of such canceled Award. The
determinations of value under this Section 16 shall be made by the Committee in
its sole discretion.

17. GENERAL PROVISIONS

         17.1 No Limit on Other Compensation Arrangements. Nothing contained in
         the Plan shall prevent the Company from adopting or continuing in
         effect other compensation arrangements, and such arrangements may be
         either generally applicable or applicable only in specific cases.

         17.2 No Right to Employment. The grant of an Award shall not be
         construed as giving the recipient thereof the right to be retained in
         the employ of the Company. Further, the Company may at any time dismiss
         a participant in the Plan from employment, free from any liability or
         any claim under the Plan, unless otherwise expressly provided in the
         Plan



                                      -18-
<PAGE>

         or in any Award agreement. No officer, employee, director, participant
         or other person shall have any claim to be granted any Award, and there
         is no obligation for uniformity or treatment of officers, employees,
         directors, participants or holders or beneficiaries of Awards.

         17.3 GOVERNING LAW. THE VALIDITY, CONSTRUCTION AND EFFECT OF THE PLAN
         AND ANY RULES AND REGULATIONS RELATING TO THE PLAN SHALL BE DETERMINED
         IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND.

         17.4 Severability. If any provision of the Plan or any Award is or
         becomes or is deemed to be invalid, illegal or unenforceable in any
         jurisdiction or as to any person or Award, or would disqualify the Plan
         or any Award under any law deemed applicable by the Committee, such
         provision shall be construed or deemed amended to conform to applicable
         laws, or if it cannot be construed or deemed amended without, in the
         sole determination of the Committee, materially altering the intent of
         the Plan or the Award, such provision shall be stricken as to such
         jurisdiction, person or Award and the remainder of the Plan and any
         such Award shall remain in full force and effect.

         17.5 No Fractional Shares. No fractional Shares shall be issued or
         delivered pursuant to the Plan or any Award, and the Committee shall
         determine whether cash, other securities or other property shall be
         paid or transferred in lieu of any fractional Shares or whether such
         fractional Shares or any rights thereto shall be canceled, terminated
         or otherwise eliminated.

         17.6 Headings. Headings are given to the subsections of the Plan solely
         as a convenience to facilitate reference. Such headings shall not be
         deemed in any way material or relevant to the construction or
         interpretation of the Plan or any provision thereof.

         17.7 Effective Date. The 1994 Flexible Long Term Incentive Plan
         originally became effective as of April 22, 1994, the date of its
         approval by the holders of a majority of the Shares of common stock of
         the Company represented and voting at the 1994 Annual Meeting of
         Stockholders. The 1994 Flexible Long Term Incentive Plan was amended
         and restated in its entirety by an Amended and Restated 1994 Flexible
         Long Term Incentive Plan which became effective on December 1, 1996.
         This Plan became effective as of February 7, 2001, the date it was
         adopted by the Board, and was approved by the Company's Stockholders on
         April 19, 2001, and is dated as of June 29, 2001.



                                      -19-
<PAGE>

                                    EXHIBIT A

                          CAPSTEAD MORTGAGE CORPORATION
                     1994 FLEXIBLE LONG TERM INCENTIVE PLAN
                                SHARE PROGRESSION



<Table>
<S>                                                                                   <C>
Initial Shares Approved April 22, 1994                                                1,250,000
Adjustment for 3-for-2 Stock Split (November 15,  1995)                                 625,000
                                                                                    -----------
         Adjusted Balance                                                             1,875,000
Additional Shares Approved April 19, 1996                                             1,200,000
                                                                                    -----------
         Adjusted Balance                                                             3,075,000
Adjustment for 3-for-2 Stock Split (August 15, 1996)                                  1,537,500
                                                                                    -----------
         Adjusted Balance                                                             4,612,500
Adjustment for 1-for-2 Reverse Split (May 8, 2000)                                   (2,306,250)
                                                                                    -----------
         Adjusted Balance                                                             2,306,250
Additional Shares Approved April 19, 2001                                             1,000,000
                                                                                    -----------
         Adjusted Balance                                                             3,305,250
Adjustment for 1-for-2 Reverse Split (June 29, 2001)                                 (1,653,125)
                                                                                    -----------
         Adjusted Balance                                                             1,653,126
</Table>

<Table>
<S>                                         <C>

         AS OF APRIL 19, 2001
         Beginning Available                 1,653,125
         Exercised                             236,767
         Outstanding                           207,099
                                            ----------

Total Available for Grant                    1,209,258
                                            ==========
</Table>

<Table>
<S>                                         <C>
         AS OF JUNE 30, 2001
         Beginning Available                 1,653,125
         Exercised                             280,721
         Outstanding                           261,107
                                            ----------

Total Available for Grant                    1,111,297
                                            ==========
</Table>


</TEXT>
</DOCUMENT>
