SCHEDULE 14A INFORMATION


                   Proxy Statement Pursuant to Section 14(a)
           of the Securities Exchange Act of 1934 (Amendment No. 1)



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                                 E-Z-EM, Inc.
               (Name of Registrant as Specified In Its Charter)

                                      N/A
                  (Name of Person(s) Filing Proxy Statement,
                         if other than the Registrant)

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         The definitive proxy statement on Schedule 14A filed by E-Z-EM, Inc.,
a Delaware corporation, with the Securities and Exchange Commission on
September 27, 2004 is hereby amended to add as Exhibit 99.2 thereto the
E-Z-EM, Inc. 2004 Stock and Incentive Award Plan.







                                                                  Exhibit 99.2

                                 E-Z-EM, INC.
                      2004 STOCK AND INCENTIVE AWARD PLAN

1. Purposes. The primary purposes of this Plan are (a) to provide competitive
equity incentives that will enable the Company to attract, retain, motivate
and reward persons who render services that benefit the Company or other
enterprises in which the Company has a significant interest, and (b) to align
the interests of such persons with the interests of the Company's shareholders
generally.

2. Definitions. Unless otherwise required by the context, the following terms,
when used in this Plan, shall have the meanings set forth in this Section 2.

         (a) "Affiliate" means an affiliate as defined in Rule 12b-2
promulgated under Section 12 of the Exchange Act.

         (b) "Allied Enterprise" means a business enterprise, other than the
Company or a Subsidiary, in which the Committee determines the Company has a
significant interest, contingent or otherwise.

         (c) "Appreciation-Only Award" means (i) Options and Stock
Appreciation Rights the exercise price of which is equal to at least 100% of
Fair Market Value on the date on which the Options or Stock Appreciation
Rights are granted, and (ii) Linked Stock Appreciation Rights that are granted
as an alternative to the related Option after the date of grant of such
Option, the exercise price of which Stock Appreciation Rights is equal to at
least 100% of Fair Market Value on the date on which such Option was granted.

         (d) "Award" means an award granted under this Plan in one of the
forms provided for in Section 3(a).

         (e) "Beneficiary" means a person or entity (including but not limited
to a trust or estate), designated in writing by a Service Provider or other
rightful holder of an Award, on such forms and in accordance with such terms
and conditions as the Committee may prescribe, to whom such Service Provider's
or other rightful holder's rights under the Plan shall pass in the event of
the death of such Service Provider or other rightful holder. In the event that
the person or entity so designated is not living or in existence at the time
of the death of the Service Provider or other rightful holder of the Award, or
in the event that no such person or entity has been so designated, the
"Beneficiary" shall mean the legal representative of the estate of the Service
Provider or other rightful holder, or the person or entity to whom the Service
Provider's or other rightful holder's rights with respect to the Award pass by
will or the laws of descent and distribution.

         (f) "Board" or "Board of Directors" means the Board of Directors of
the Company, as constituted from time to time.

         (g) "Change in Control" means that any of the following events has
occurred:

                  (i) The acquisition, directly or indirectly, by any Person
(including Affiliates of such Person), other than the Company or a Related
Party as defined in clause (ii) below of this Section 2(g), of beneficial
ownership, as that term is defined in Rule 13d-3 under the Exchange Act, of
capital stock of the Company entitled to exercise fifty (50%) percent or more
of the outstanding voting power of all capital stock of the Company. For this
purpose, "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d)(3) and 14(d)(2) thereof;
or

                  (ii) There is consummated a merger, consolidation,
recapitalization or reorganization of the Company or a Subsidiary, reverse
split of any class of voting securities of the Company entitled to vote
generally in the election of directors ("Voting Securities"), or an
acquisition of securities or assets by the Company or a Subsidiary, other than
(A) any such transaction in which the holders of outstanding Voting Securities
immediately prior to the transaction receive, with respect to such Voting
Securities (or, in the case of a transaction in which the Company is the
surviving corporation or a transaction involving a Subsidiary, retain), voting
securities of the surviving or transferee entity representing more than fifty
percent (50%) of the total voting power outstanding immediately after such
transaction, or (B) any such transaction which would result in a Related Party
beneficially owning more than 50 percent of the voting securities of the
surviving entity outstanding immediately after such transaction. For this
purpose, the term "Related Party" shall mean (I) a Subsidiary, (II) an
employee or group of employees of the Company or any Subsidiary, (III) a
trustee or other fiduciary holding securities under an employee benefit plan
of the Company or any Subsidiary, or (IV) a corporation or other form of
business entity owned directly or indirectly by the stockholders of the
Company in substantially the same proportion as their ownership of Voting
Securities; or

                  (iii) The stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or an agreement for the
sale or disposition by the Company of all or substantially all of the
Company's assets, other than any such transaction which would result in a
Related Party owning or acquiring more than 50 percent of the assets owned by
the Company immediately prior to the transaction; or

                  (iv) The persons who were members of the Board of Directors
immediately before a tender or exchange offer for shares of Common Stock by
any person other than the Company or a Related Party, or before a merger or
consolidation of the Company or a Subsidiary, or before an actual or
threatened contested election of the Board of Directors, or before any
combination of such transactions, cease to constitute a majority of the Board
of Directors as a result of such transaction or transactions; or

                  (v) Any other event that the Committee determines (whether
at the time an Award is granted or at any time thereafter) should be treated
as a change in control for purposes of the Plan.

         (h) "Code" means the Internal Revenue Code of 1986, as amended and in
effect from time to time. References to a particular section of the Code shall
include references to any related Treasury Regulations and to successor
provisions of the Code.

         (i) "Committee" means the committee appointed by the Board of
Directors to administer the Plan pursuant to the provisions of Section 12(a)
below.

         (j) "Common Stock" means common stock of the Company, par value $.10
per share.

         (k) "Company" means E-Z-EM, Inc., a Delaware corporation, and, except
for purposes of determining under Section 2(g) hereof whether or not a Change
in Control has occurred, shall include its successors.

         (l) "Dollar-Denominated Awards" means Performance Unit Awards and any
other Incentive Award the amount of which is based on a specified amount of
money (other than an amount of money determined by reference to the Fair
Market Value of a specified number of shares of Common Stock). Options and
Stock Appreciation Rights are not Dollar-Denominated Awards.

         (m) "Effective Date" means the date (if any) on which the
shareholders of the Company approve the Plan either (i) at a duly held
stockholders' meeting, or (ii) by the written consent of the holders of a
majority of the securities of the Company entitled to vote, in accordance with
any applicable provisions of the Delaware General Corporation Law.

         (n) "Employee" means any person who is employed by the Company or a
Subsidiary on a full-time or part-time basis, including an officer or director
if he is so employed.

         (o) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.

         (p) "Fair Market Value" on a particular date means as follows:

                  (i) The mean between the high and low sale prices of a share
         of Common Stock on such date, as reported by the Wall Street Journal
         or such other source as the Committee may consider acceptable or, if
         on such date the Common Stock is publicly traded but sale prices are
         not quoted by a source acceptable to the Committee, the mean of the
         closing bid and asked prices of a share of Common Stock on such date
         as furnished by a professional market maker making a market in the
         Common Stock; or

                  (ii) If in (i) above, there were no sales on such date
         reported as provided above, the respective prices on the most recent
         prior day on which a sale was so reported.

In the case of an Incentive Stock Option, if the foregoing method of
determining fair market value should be inconsistent with Section 422 of the
Code, "Fair Market Value" shall be determined by the Committee in a manner
consistent with Section 422 of the Code and shall mean the value as so
determined.

         (q) "General Counsel" means the General Counsel of the Company
serving from time to time.

         (r) "Incentive Award" means an amount of money that is paid or a
number of shares of Common Stock that are issued, or a right to be paid an
amount of money or to be issued a number of shares of Common Stock that is
granted, subject to and in accordance with Section 5 and the other applicable
provisions of the Plan. The term "Incentive Award" does not include Options or
Stock Appreciation Rights.

         (s) "Incentive Stock Option" means an option, including an Option as
the context may require, intended to meet the requirements of Section 422 of
the Code.

         (t) "Linked Stock Appreciation Rights" means Stock Appreciation
Rights that are linked to all or any part of an Option, subject to and in
accordance with Section 8(a), 8(b) and the other applicable provisions of the
Plan.

         (u) "Non-Statutory Stock Option" means an option, including an Option
as the context may require, which is not intended to be an Incentive Stock
Option.

         (v) "Option" means an option granted under this Plan to purchase
shares of Common Stock. Options may be Incentive Stock Options or
Non-Statutory Stock Options.

         (w) "1983 Plan" means the E-Z-EM, Inc. 1983 Stock Option Plan as
amended and in effect from time to time.

         (x) "1984 Plan" means the E-Z-EM, Inc. 1984 Directors and Consultants
Stock Option Plan as amended and in effect from time to time.

         (y) "Performance-Based Compensation" means compensation that
satisfies the requirements applicable to "performance-based compensation"
under Code Section 162(m)(4)(C).

         (z) "Performance Share Award" means a right granted subject to and in
accordance with Section 5 and the other applicable provisions of the Plan
(including, without limitation, Section 5.II., 5.II.(d), and 6(e)) to receive
a specified number of shares of Common Stock, and/or an amount of money
determined by reference to the Fair Market Value of a specified number of
shares of Common Stock, at a future time or times if a specified performance
goal is attained and any other terms or conditions set forth or incorporated
by reference in the written instrument documenting the Performance Share Award
are satisfied.

         (aa) "Performance Unit Award" means a right granted subject to and in
accordance with Section 5 and the other applicable provisions of the Plan
(including, without limitation, Section 5.II., 5.II.(d), and 6(e)) to receive
a specified amount of money (other than an amount of money determined by
reference to the Fair Market Value of a specified number of shares of Common
Stock), or shares of Common Stock having a Fair Market Value equal to such
specified amount of money, at a future time or times if a specified
performance goal is attained and any other terms or conditions set forth or
incorporated by reference in the written instrument documenting the
Performance Unit Award are satisfied.

         (bb) "Plan" means the E-Z-EM, Inc. Stock and Incentive Award Plan set
forth in these pages, as amended from time to time.

         (cc) "Restricted Stock Award" means shares of Common Stock which are
issued to a Service Provider in accordance with Section 5.I. and the other
applicable provisions of the Plan subject to restrictions and/or forfeiture
provisions specified by the Committee that will cease to apply at a future
time or times if continued employment conditions and/or other terms and
conditions set forth or incorporated by reference in the written instrument
documenting the Restricted Stock Award are satisfied.

         (dd) "Restricted Stock Unit Award" means shares of Common Stock that
will be issued to a Service Provider at a future time or times subject to and
in accordance with Section 5.I. below and the other applicable provisions of
the Plan if continued employment conditions and/or other terms and conditions
set forth or incorporated by reference in the written instrument documenting
the Restricted Stock Unit Award are satisfied.

         (ee) "SEC Rule 16b-3" means Rule 16b-3 of the Securities and Exchange
Commission promulgated under the Exchange Act, as such rule or any successor
rule may be in effect from time to time.

         (ff) "Service Provider" means a person who renders, has rendered or
who the Committee expects to render services that benefit or will benefit the
Company or a Subsidiary or an Allied Enterprise, in the capacity of employee,
director, independent contractor, agent, advisor, consultant, representative
or otherwise, and includes but is not limited to (i) Employees, (ii) personal
service corporations, limited liability companies and similar entities through
which any such person renders, has rendered or is expected to render such
services, and (iii) members of the Board who are not Employees.

         (gg) "Stock Appreciation Right" means a right granted subject to and
in accordance with Section 8 and the other applicable provisions of the Plan.

         (hh) "Subsidiary" means a corporation or other form of business
association of which shares (or other ownership interests) having more than
50% of the voting power are owned or controlled, directly or indirectly, by
the Company; provided, however, that in the case of an Incentive Stock Option,
the term "Subsidiary" shall mean a Subsidiary (as defined by the preceding
clause) which is also a "subsidiary corporation" as defined in Section 424(f)
of the Code.

3.       Grants of Awards

         (a) Subject to the provisions of the Plan, the Committee may at any
time, and from time to time, grant the following types of awards to any
Service Provider:

                  (i) Incentive Awards, which may but need not be in the form
         of Performance Share Awards, Performance Unit Awards, Restricted
         Stock Awards, or Restricted Stock Unit Awards;

                  (ii) Options; and

                  (iii) Stock Appreciation Rights.

Any provision above of this Section 3(a) to the contrary notwithstanding, the
Committee may grant Incentive Stock Options only to Service Providers who are
Employees.

         (b) After an Award has been granted,

                  (i) the Committee may waive any term or condition thereof
         that could have been excluded from such Award when it was granted,
         and

                  (ii) with the written consent of the affected participant,
         may amend any Award after it has been granted to include (or exclude)
         any provision which could have been included in (or excluded from)
         such Award when it was granted,

and no additional consideration need be received by the Company in exchange
for such waiver or amendment.

         (c) The Committee may (but need not) grant any Award linked to
another Award, including, without limitation, Options linked to Stock
Appreciation Rights. Linked Awards may be granted as either alternatives or
supplements to one another. The terms and conditions of any such linked Awards
shall be determined by the Committee, subject to the provisions of the Plan.

         (d) No Service Provider shall acquire any rights in or to or with
respect to any Award unless and until a written instrument signed by an
officer of the Company and setting forth or incorporating by reference the
terms and conditions of such Award is delivered to the Service Provider and is
returned to the designated Company representative subscribed by the Service
Provider within the time, if any, prescribed therefor by the Committee or its
delegate. Any such instrument shall be consistent with this Plan and
incorporate it by reference. Subscribing such instrument and returning it to
the designated Company representative as aforesaid shall constitute the
Service Provider's irrevocable agreement to and acceptance of the terms and
conditions of the Award set forth or incorporated by reference in such
instrument and the terms and conditions of the Plan applicable to such Award.

         (e) The Committee may grant Awards that qualify as Performance-Based
Compensation, as well as Awards that do not qualify as Performance-Based
Compensation. Any provision of the Plan to the contrary notwithstanding, the
Plan shall be interpreted, administered and construed to permit the Committee
to grant Awards that qualify as Performance-Based Compensation as well as
Awards that do not so qualify, and any provision of the Plan that cannot be so
interpreted, administered or construed shall to that extent be disregarded.

         (f) The Plan is intended to enable the Committee to grant Options
that qualify for the tax treatment applicable to incentive stock options under
Section 422 of the Code, as well as Options and other Awards that do not
qualify for such tax treatment. Any provision of the Plan to the contrary
notwithstanding, the Plan shall be interpreted, administered and construed to
enable the Committee to grant Options that qualify for the tax treatment
applicable to incentive stock options under Section 422 of the Code as well as
Options and other Awards that do not qualify for such tax treatment, and any
provision of the Plan that cannot be so interpreted, administered or construed
shall to that extent be disregarded.

4.       Stock Subject to this Plan; Award Limits

         (a) Subject to the provisions below of Sections 4(c) and 4(d) and
Section 10,

                  (i) the maximum aggregate number of shares of Common Stock
         which may be issued pursuant to Awards is 350,000 shares of Common
         Stock, plus (A) the number of shares of Common Stock, if any, that
         remain available immediately prior to the Effective Date for grants
         of options under the 1983 Plan, plus (B) the number of shares of
         Common Stock, if any, that remain available immediately prior to the
         Effective Date for grants of options under the 1984 Plan, plus (C)
         the number of shares of Common Stock, if any, that, if
         (notwithstanding Section 11 below) options could be granted under the
         1983 Plan or the 1984 Plan on or after the Effective Date, would
         become available on or after the Effective Date for grants of options
         under either the 1983 Plan or the 1984 Plan as a result of options
         granted before the Effective Date terminating on or after the
         Effective Date without having been exercised in whole or in part. Not
         more than 800,000 of such maximum aggregate number of shares may be
         issued pursuant to Options that are Incentive Stock Options; and

                  (ii) the maximum number of shares of Common Stock with
         respect to which Options or Stock Appreciation Rights may be granted
         during any calendar year to any Employee or other Service Provider is
         200,000 shares of Common Stock; and

                  (iii) the maximum number of shares of Common Stock with
         respect to which any and all Awards other than Appreciation-Only
         Awards and Dollar-Denominated Awards may be granted in any one
         calendar year to any Employee or other Service Provider is 100,000
         shares of Common Stock; and

                  (iv) no Employee or other Service Provider may receive more
         than $400,000 (or the equivalent thereof in shares of Common Stock,
         based on Fair Market Value on the date as of which the number of
         shares is determined) in payment of Dollar-Denominated Awards that
         are granted to such Employee or other Service Provider in any one
         calendar year.

If, after any Award is earned or exercised, the issuance or transfer of shares
of Common Stock or payment of money is deferred, any amounts equivalent to
dividends or other earnings during the deferral period (including shares which
may be distributed in payment of any such amounts) shall be disregarded in
applying the per Employee or other Service Provider limitations set forth
above in clauses (ii), (iii) and (iv) of this Section 4(a). If, in connection
with an acquisition of another company or all or part of the assets of another
company by the Company or a Subsidiary, or in connection with a merger or
other combination of another company with the Company or a Subsidiary, the
Company either (A) assumes stock options or other stock incentive obligations
of such other company, or (B) grants stock options or other stock incentives
in substitution for stock options or other stock incentive obligations of such
other company, then none of the shares of Common Stock that are issuable or
transferable pursuant to such stock options or other stock incentives that are
assumed or granted in substitution by the Company shall be charged against the
limitations set forth in this Section 4(a) above.

         (b) Shares which may be issued pursuant to Awards may be authorized
but unissued shares of Common Stock, or shares of Common Stock held in the
treasury, whether acquired by the Company specifically for use under this Plan
or otherwise, as the Committee may from time to time determine, provided,
however, that any shares acquired or held by the Company for the purposes of
this Plan shall, unless and until issued to a Service Provider or other
rightful holder of an Award in accordance with the terms and conditions of
such Award, be and at all times remain treasury shares of the Company,
irrespective of whether such shares are entered in a special account for
purposes of this Plan, and shall be available for any corporate purpose.

         (c) Subject to Section 4(e) below, the maximum aggregate number of
shares set forth in Section 4(a)(i) above (including the maximum aggregate
number of shares that may be issued pursuant to Options that are Incentive
Stock Options) shall be charged only for the number of shares which are
actually issued under the Plan; if any shares of Common Stock subject to an
Award shall not be issued to a Service Provider and shall cease to be issuable
to a Service Provider because of the termination, expiration, forfeiture or
cancellation, in whole or in part, of such Award or the settlement of such
Award in cash or for any other reason, or if any such shares shall, after
issuance, be reacquired by the Company because of a Service Provider's failure
to comply with the terms and conditions of an Award, the shares not so issued,
or the shares so reacquired by the Company, as the case may be, shall no
longer be charged against the limitations provided for in Section 4(a)(i)
above and may again be made subject to Awards.

         (d) Subject to Section 4(e) below, if the purchase price of shares
subject to an Option is paid in shares of Common Stock in accordance with the
provisions of clause (iv) of Section 7(b) below, or if shares of Common Stock
that are issued or issuable pursuant to an Award are withheld by the Company
in accordance with Section 13(e) below in full or partial satisfaction of
withholding taxes due in respect of the Award or due in respect of the grant,
exercise, vesting, distribution or payment of the Award, the number of shares
surrendered to the Company in payment of the purchase price of the shares
subject to the Option, or the number of shares that are withheld by the
Company in payment of such withholding taxes, shall be added back to the
maximum aggregate number of shares which may be issued pursuant to Awards
under Section 4(a)(i) above, so that the maximum aggregate number of shares
which may be issued pursuant to Awards and pursuant to Options that are
Incentive Stock Options under Section 4(a)(i) above shall have been charged
only for the net number of shares that were issued by the Company pursuant to
the Option exercise or the Award.

         (e) If and to the extent that the General Counsel determines that
Section 4(c) or Section 4(d) above or Section 8(f) below shall cause the
Company or the Plan to fail to satisfy any rules or listing standards that
apply to the Company from time to time (whether of the American Stock
Exchange, The Nasdaq Stock Market or any other stock exchange or
self-regulatory organization), or shall prevent Incentive Stock Options
granted under the Plan from qualifying as Incentive Stock Options under Code
Section 422, then to that extent (and only to that extent) Section 4(c),
Section 4(d) or Section 8(f) shall be disregarded. For example, if the General
Counsel determines that one or more of the aforementioned Sections of the Plan
will prevent Incentive Stock Options granted under the Plan from qualifying as
Incentive Stock Options under Code Section 422 if such Sections of the Plan
are applied in determining the number of shares of Common Stock that are
available from time to time to be issued pursuant to Options that are
Incentive Stock Options, and determines that such Sections of the Plan will
not prevent Incentive Stock Options granted under the Plan from qualifying as
Incentive Stock Options under Code Section 422 if such Sections of the Plan
are applied in determining the number of shares of Common Stock that are
available from time to time to be issued pursuant to Options that are
Non-Statutory Stock Options or other Awards that are not Incentive Stock
Options, then such Sections of the Plan shall be disregarded for purposes of
determining the number of shares of Common Stock that are available from time
to time to be issued pursuant to Options that are Incentive Stock Options, but
not for purposes of determining the number of shares of Common Stock that are
available from time to time to be issued pursuant to Options that are
Non-Statutory Stock Options or other Awards that are not Incentive Stock
Options.

5.       Incentive Awards

         I.       Generally. Incentive Awards shall be subject to the
                  following provisions:

                  (a) Incentive Awards may be granted in lieu of, or as a
supplement to, any other compensation that may have been earned by the Service
Provider prior to the date on which the Incentive Award is granted. The amount
of an Incentive Award may be based upon (i) a specified number of shares of
Common Stock or the Fair Market Value of a specified number of shares of
Common Stock, or (ii) an amount of money not determined by reference to the
Fair Market Value of a specified number of shares of Common Stock. Any
Incentive Award may be paid in the form of money or shares of Common Stock
valued at their Fair Market Value on the payment date, or a combination of
money and such shares, as the Committee may provide. Performance Share Awards,
Performance Unit Awards, Restricted Stock Awards and Restricted Stock Unit
Awards are specific forms of Incentive Awards, but are not the only forms in
which Incentive Awards may be made.

                  (b) Any shares of Common Stock that are to be issued
pursuant to an Incentive Award, and any money to be paid in respect of an
Incentive Award, may be issued or paid to the Service Provider at the time
such Award is granted, or at any time subsequent thereto, or in installments
from time to time, as the Committee shall determine. In the event that any
such issuance or payment shall not be made to the Service Provider at the time
an Incentive Award is granted, the Committee may but need not provide that,
until such shares are issued or money is paid in respect of the Award or until
the Award is forfeited, and subject to such terms and conditions as the
Committee may impose, the Award shall earn amounts equivalent to interest,
dividends or another investment return specified by the Committee, which
amounts may be paid as earned or deferred and reinvested, and which amounts
may be paid either in money or shares of Common Stock, all as the Committee
may provide.

                  (c) Incentive Awards shall be subject to such terms and
conditions, including, without limitation, restrictions on the sale or other
disposition of the shares issued or transferred pursuant to such Award, and
conditions calling for forfeiture of the Award or the shares issued pursuant
thereto in designated circumstances, as the Committee may determine; provided,
however, that upon the issuance of shares pursuant to any such Award, the
recipient shall, with respect to such shares, be and become a shareholder of
the Company fully entitled to receive dividends, to vote and to exercise all
other rights of a shareholder except to the extent otherwise provided in the
Award. In the case of a Restricted Stock Award, the recipient shall pay the
par value of the shares to be issued pursuant to the Award unless such payment
is not required by applicable law.

         II.      Performance Share Awards and Performance Unit Awards

                  (a) Subject to the terms and conditions of the Plan, the
Committee may grant any Service Provider a Performance Share Award and/or a
Performance Unit Award. The Committee may but need not provide that a
specified portion of the Performance Share Award or Performance Unit Award
will be earned if the specified performance goal applicable to the Award is
partially attained.

                  (b) Subject to Section 6(b) below, the specified performance
goal applicable to a Performance Share Award or Performance Unit Award may but
need not consist, without limitation, of any one or more of the following:
completion of a specified period of employment with or other service that
benefits the Company or a Subsidiary or an Allied Enterprise, achievement of
financial or operational goals, and/or the occurrence of a specified
circumstance or event. The performance goal applicable to Performance Share
Awards and Performance Unit Awards, and the other terms and conditions of such
awards, need not be the same for each award or each Service Provider to whom
an award is granted. A Service Provider may (but need not) be granted
Performance Share Awards and Performance Unit Awards each year, and the
performance period applicable to any such Award may overlap with one or more
years included in the performance period applicable to any earlier- or
later-granted Award. Subject to Section 6(d) below, the Committee may retain
discretion to adjust the determinations of the degree of attainment of the
performance objectives applicable to Performance Share Awards and Performance
Unit Awards.

                  (c) Subject to Section 6(e) below, the Committee may but
need not provide that, if the Service Provider's death or disability or
another circumstance or event specified by the Committee occurs before the
performance goal applicable to a Performance Share Award or Performance Unit
Award is attained, and irrespective of whether the performance goal is
thereafter attained, the Performance Share Award or Performance Unit Award
will be earned in whole or in part (as the Committee may specify).

                  (d) The Committee may but need not provide for a Service
Provider's Performance Share Award or Performance Unit Award to be forfeited
in whole or in part if such Participant's employment by or other service that
benefits the Company, a Subsidiary or an Allied Enterprise terminates for any
reason before shares are issued or money is paid (as applicable) in full
settlement of such Performance Share Award or Performance Unit Award.

                  (e) Except as otherwise provided in the instrument
evidencing a Performance Share Award or Performance Unit Award, Performance
Share Awards and Performance Unit Awards may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will
or by the laws of descent and distribution or to a Beneficiary.

6.       Performance Measures and Other Provisions Applicable to
         Performance-Based Compensation Awards

         (a) Awards that the Committee intends to qualify as Performance-Based
Compensation shall be granted and administered in a manner that will enable
such Awards to qualify as Performance-Based Compensation.

         (b) The performance goal applicable to any Award (other than an
Appreciation-Only Award) that the Committee intends to qualify as
Performance-Based Compensation shall be based on earnings per share, total
shareholder return, Common Stock price performance or any one or more of the
following performance measures on a consolidated Company, business unit or
divisional level, or by product or product line, as the Committee may specify:
net sales, net income, operating profit, return on equity, return on capital,
or cash flow. The Committee shall select the performance measure or measures
on which the performance goal applicable to any such Award shall be based and
shall establish the levels of performance at which such Award is to be earned
in whole or in part. Any such performance measure or combination of such
performance measures may apply to the Service Provider's Award in its entirety
or to any designated portion or portions of the Award, as the Committee may
specify. Any such performance measure or combination of such performance
measures may be based on absolute performance or performance relative to an
index or one or more other companies that the Committee may specify. The
foregoing performance measures shall be determined in accordance with
generally accepted accounting principles ("GAAPs") to the extent that GAAPs
define such performance measures, and otherwise shall be determined in
accordance with any customary and reasonable definition the Committee
approves. However, notwithstanding the preceding sentence, unless the
Committee determines otherwise prior to payment of an Award to which this
Section 6(b) applies, and subject to any exercise of "negative discretion" by
the Committee, extraordinary, unusual or non-recurring items; discontinued
operations; effects of accounting changes; effects of currency fluctuations;
effects of financing activities (by way of example, without limitation, effect
on earnings per share of issuing convertible debt securities); expenses for
restructuring or productivity initiatives; non-operating items; effects of
acquisitions and acquisition expenses; and effects of divestitures and
divestiture expenses, any of which affect any performance goal applicable to
such Award (including, without limitation, earnings per share but excluding
total shareholder return and Common Stock price performance) shall be
automatically excluded or included in determining the extent to which the
performance goal has been achieved, whichever will produce the higher Award.

         (c) Any provision of the Plan to the contrary notwithstanding, but
subject to Section 6(e), Section 9 and Section 10 below, Awards to which
Section 6(b) above applies shall (i) "be paid solely on account of the
attainment of one or more preestablished, objective performance goals" (within
the meaning of Treasury Regulation 1.162-27(e)(2) or its successor) over a
period of one year or longer, which performance goals shall be based upon one
or more of the performance measures set forth in Section 6(b) above, and (ii)
be subject to such other terms and conditions as the Committee may impose.

         (d) The terms of the performance goal applicable to any Award to
which Section 6(b) above applies shall preclude discretion to increase the
amount of compensation that would otherwise be due upon attainment of the
goal.

         (e) An Award to which Section 6(b) above applies may be earned in
whole or in part if the Service Provider's death or disability or a Change in
Control or another circumstance or event specified by the Committee occurs
before the performance goal applicable to the Award is attained, and
irrespective of whether the performance goal applicable to the Award is
thereafter attained, but only if and to the extent that (i) the Committee so
provides with respect to such Award, and (ii) the Award will nevertheless
qualify as Performance-Based Compensation if the performance goal applicable
to such Award is attained and the Service Provider's death or disability, a
Change in Control or any such other circumstance or event specified by the
Committee does not occur.

7.       Options. Options shall be subject to the following provisions and
         such other terms and conditions, consistent with the following
         provisions, as the Committee may provide in the instrument evidencing
         the Options:

         (a) Subject to the provisions of Section 10, the purchase price per
share shall be, in the case of an Incentive Stock Option, not less than 100%
of the Fair Market Value of a share of Common Stock on the date the Incentive
Stock Option is granted (or in the case of any optionee who, at the time such
Incentive Stock Option is granted, owns stock possessing more than 10 percent
of the total combined voting power of all classes of stock of his employer
corporation or of its parent or subsidiary corporation, not less than 110% of
the Fair Market Value of a share of Common Stock on the date the Incentive
Stock Option is granted) and, in the case of a Non-Statutory Stock Option, not
less than the par value of a share of Common Stock on the date the
Non-Statutory Stock Option is granted. Subject to the foregoing limitations,
the purchase price per share may, if the Committee so provides at the time of
grant of an Option, be indexed to the increase or decrease in an index or in
stock prices of one or more other companies specified by the Committee.

         (b) The purchase price of shares subject to an Option may be paid in
whole or in part (i) in money, (ii) by bank-certified, cashier's or personal
check subject to collection, (iii) if so provided in the Option and subject to
Section 402 of the Sarbanes-Oxley Act of 2002 as amended from time to time and
subject to such terms and conditions as the Committee may impose, by
delivering to the Company a properly executed exercise notice together with a
copy of irrevocable instructions to a stockbroker to sell immediately some or
all of the shares acquired by exercise of the option and to deliver promptly
to the Company an amount of sale proceeds (or, in lieu of or pending a sale,
loan proceeds) sufficient to pay the purchase price, or (iv) if so provided in
the Option and subject to such terms and conditions as may be specified in the
Option, in shares of Common Stock which are surrendered to the Company
actually or by attestation. Shares of Common Stock thus surrendered shall be
valued at their Fair Market Value on the date of exercise.

         (c) Options may be granted for such lawful consideration, including
but not limited to money or other property, tangible or intangible, or labor
or services received or to be received by the Company, a Subsidiary or an
Allied Enterprise, as the Committee may determine when the Option is granted.
The consideration for the grant of options may consist of the discharge of an
obligation of the Company or an Affiliate. Subject to the foregoing and the
other provisions of this Section 7, each Option may be exercisable in full at
the time of grant or may become exercisable in one or more installments and at
such time or times and subject to such terms and conditions, as the Committee
may determine. Without limiting the foregoing, an Option may (but need not)
provide by its terms that it will become exercisable in whole or in part upon
the completion of specified periods of service or earlier achievement of one
or more performance objectives specified therein, or that it will become
exercisable only if one or more performance goals specified therein are
achieved. The Committee may at any time accelerate the date on which an Option
becomes exercisable, and no additional consideration need be received by the
Company in exchange for such acceleration. Unless otherwise provided in the
instrument evidencing the Option, an Option, to the extent it becomes
exercisable, may be exercised at any time in whole or in part until the
expiration or termination of the Option.

         (d) Subject to Section 13(a) below, each Option shall be exercisable
during the life of the optionee only by him or his guardian or legal
representative, and after death only by his Beneficiary. Notwithstanding any
other provision of this Plan, (i) no Option shall be exercisable after the
tenth anniversary of the date on which the Option was granted, and (ii) no
Incentive Stock Option which is granted to any optionee who, at the time such
Option is granted, owns stock possessing more than 10 percent of the total
combined voting power of all classes of stock of his employer corporation or
of its parent or subsidiary corporation, shall be exercisable after the
expiration of five (5) years from the date such Option is granted. If an
Option is granted for a term of less than ten years, the Committee may, at any
time prior to the expiration of the Option, extend its term for a period
ending not later than on the tenth anniversary of the date on which the Option
was granted, and no additional consideration need be received by the Company
in exchange for such extension. Subject to the foregoing provisions of this
Section 7(d), the Committee may but need not provide for an Option to be
exercisable after termination of the Service Provider's employment or other
service for any period and subject to any terms and conditions that the
Committee may determine.

         (e) An Option may, but need not, be an Incentive Stock Option;
provided that the aggregate Fair Market Value (determined as of the time the
option is granted) of the stock with respect to which Incentive Stock Options
may be exercisable for the first time by any Employee during any calendar year
(under all plans, including this Plan, of his employer corporation and its
parent and subsidiary corporations) shall not exceed $100,000 unless the Code
is amended to allow a higher dollar amount.

         (f) Shares purchased pursuant to the exercise of an Option shall be
issued to the person exercising the Option as soon as practicable after the
Option is properly exercised. However, the Committee may (but need not) permit
the person exercising an Option to elect to defer the issuance of shares
purchased pursuant to the exercise of the Option on such terms and subject to
such conditions and for such periods of time as the Committee may in its
discretion provide. In the event of such deferral, the Committee may (but need
not) pay the person who exercised the Option amounts equivalent to any
dividends paid on or reinvested in such shares during the deferral period.
Such amounts may be paid in cash or shares, as the Committee may provide.

         (g) The Committee shall not have the authority to reduce the purchase
price of shares under outstanding Options, except as permitted by Section 10
below (relating to adjustments for changes in capitalization and similar
adjustments). If the Committee grants an Option under which the purchase price
of the optioned shares is indexed to the increase or decrease in a specified
index or in stock prices of one or more other specified companies, as
permitted by Section 7(a) above, a reduction in the purchase price resulting
from a decrease in the index shall not be deemed to violate the first sentence
of this Section 7(g).

         (h) No Employee shall make any elective contribution or employee
contribution to the Plan (within the meaning of Treasury Regulation Section
1.401(k)-1(d)(2)(iv)(B)(4) or a successor thereto) during the six months after
the Employee's receipt of a hardship distribution from a plan of the Company
or a related party within the provisions of Code Sections 414(b), (c), (m) or
(o) containing a cash or deferred arrangement under Section 401(k) of the
Code. The preceding sentence shall not apply if and to the extent that the
General Counsel determines it is not necessary to qualify any such plan as a
cash or deferred arrangement under Section 401(k) of the Code.

         (i) No option shall be exercisable unless and until the Company (i)
obtains the approval of all regulatory bodies whose approval the General
Counsel may deem necessary or desirable, and (ii) complies with all legal
requirements deemed applicable by the General Counsel.

         (j) An Option shall be considered exercised if and when written
notice, signed by the person exercising the Option and stating the number of
shares with respect to which the Option is being exercised, is received by the
designated representative of the Company on a properly completed form approved
for this purpose by the Committee, accompanied by full payment of the Option
exercise price in one or more of the forms authorized in the instrument
evidencing such Option and described in Section 7(b) above for the number of
shares to be purchased. No Option may at any time be exercised with respect to
a fractional share unless the instrument evidencing such Option expressly
provides otherwise.

8.       Stock Appreciation Rights. Stock Appreciation Rights shall be subject
         to such terms and conditions, not inconsistent with the Plan, as
         shall from time to time be determined by the Committee and to the
         following terms and conditions:

         (a) Stock Appreciation Rights that are granted under the Plan may be
linked to all or any part of an Option ("Linked Stock Appreciation Rights"),
or may be granted without any linkage to an Option ("Free-Standing Stock
Appreciation Rights"). Linked Stock Appreciation Rights may be granted on the
date of grant of the related Option or on any date thereafter, as the
Committee may determine.

         (b) Linked Stock Appreciation Rights may be granted either as an
alternative or a supplement to the Option to which they are linked (the
"related" Option). Linked Stock Appreciation Rights that are granted as an
alternative to the related Option may only be exercised when the related
Option is exercisable, and at no time may a number of such Linked Stock
Appreciation Rights be exercised that exceeds the number of shares with
respect to which the related Option is then exercisable. Upon exercise of
Linked Stock Appreciation Rights that are granted as an alternative to an
Option, the holder shall be entitled to receive the amount determined pursuant
to Section 8(e) below. Exercise of each such Linked Stock Appreciation Right
shall cancel the related Option with respect to one share of Common Stock
purchaseable under the Option. Linked Stock Appreciation Rights that are
granted as a supplement to the related Option shall entitle the holder to
receive the amount determined pursuant to Section 8(e) below if and when the
holder purchases shares under the related Option or at any subsequent time
specified in the instrument evidencing such Stock Appreciation Rights.

         (c) Stock Appreciation Rights may be granted for such lawful
consideration, including but not limited to money or other property, tangible
or intangible, or labor or services received or to be received by the Company,
a Subsidiary or an Allied Enterprise, as the Committee may determine when the
Stock Appreciation Rights are granted. The consideration for the grant of
Stock Appreciation Rights may consist of the discharge of an obligation of the
Company or an Affiliate. Subject to the foregoing and the other provisions of
this Section 8, Stock Appreciation Rights may be exercisable in full at the
time of grant or may become exercisable in one or more installments and at
such time or times and subject to such terms and conditions, as the Committee
may determine. Without limiting the foregoing, Stock Appreciation Rights may
(but need not) provide by their terms that they will become exercisable in
whole or in part upon the completion of specified periods of service or
earlier achievement of one or more specified performance objectives, or that
they will become exercisable only if one or more specified performance goals
are achieved. The Committee may at any time accelerate the date on which Stock
Appreciation Rights become exercisable, and no additional consideration need
be received by the Company in exchange for such acceleration. Unless otherwise
provided in the Plan or the instrument evidencing the Stock Appreciation
Rights, Stock Appreciation Rights, to the extent they become exercisable, may
be exercised at any time in whole or in part until they expire or terminate.

         (d) No Free-Standing Stock Appreciation Rights or Linked Stock
Appreciation Rights that are granted as a supplement to the related Option
shall be exercisable after the tenth anniversary of the date on which the
Stock Appreciation Rights were granted, and no Linked Stock Appreciation
Rights that are granted as an alternative to the related Option shall be
exercisable after the related Option ceases to be exercisable. If the
Committee grants Stock Appreciation Rights for a lesser term than that
permitted by the preceding sentence, the Committee may, at any time prior to
expiration of the Stock Appreciation Rights, extend their term to the maximum
term permitted by the preceding sentence, and no additional consideration need
be received by the Company in exchange for such extension. Subject to the
foregoing provisions of this Section 8(d), the Committee may but need not
provide for Stock Appreciation Rights to be exercisable after termination of
the Service Provider's employment or other service for any period and subject
to any terms and conditions that the Committee may determine.

         (e) Upon exercise of Stock Appreciation Rights, the holder thereof
shall be entitled to receive an amount of money, or a number shares of Common
Stock that have a Fair Market Value on the date of exercise of such Stock
Appreciation Rights, or a combination of money and shares valued at Fair
Market Value on such date, as the Committee may determine, equal to the amount
by which the Fair Market Value of a share of Common Stock on the date of such
exercise exceeds the Exercise Price (as hereafter defined) of the Stock
Appreciation Rights, multiplied by the number of Stock Appreciation Rights
exercised; provided that in no event shall a fractional share be issued unless
the instrument evidencing such Stock Appreciation Rights expressly provides
otherwise. In the case of Linked Stock Appreciation Rights that are granted as
an alternative to the related Option, the Exercise Price shall be the price at
which shares may be purchased under the related Option. In the case of Linked
Stock Appreciation Rights that are granted as a supplement to the related
Option, and in the case of Free-Standing Stock Appreciation Rights, the
Exercise Price shall be the Fair Market Value of a share of Common Stock on
the date the Stock Appreciation Rights are granted, unless the Committee
specifies a different price when the Stock Appreciation Rights are granted
(which shall not be less than the par value of the Common Stock and which may
be indexed to the increase or decrease in an index or in stock prices of one
or more other companies specified by the Committee).

         (f) Subject to Section 4(e) above, (i) the limitations set forth in
Section 4(a)(i) above shall be charged only for the number of shares which are
actually issued in settlement of Stock Appreciation Rights; and (ii) in the
case of an exercise of Linked Stock Appreciation Rights that were granted as
an alternative to the related Option, if the number of shares of Common Stock
previously charged against such limitations on account of the portion of the
Option that is cancelled in connection with such exercise in accordance with
Section 8(b) exceeds the number of shares (if any) actually issued pursuant to
such exercise, the excess shall be added back to the maximum aggregate number
of shares available for issuance under the Plan.

         (g) Subject to Section 13(a) below, Stock Appreciation Rights shall
be exercisable during the life of the Service Provider only by him or his
guardian or legal representative, and after death only by his Beneficiary.

         (h) The Committee shall not have the authority to reduce the exercise
price of outstanding Stock Appreciation Rights, except as permitted by Section
10 below (relating to adjustments for changes in capitalization and similar
adjustments). If the Committee grants Stock Appreciation Rights the exercise
price of which is indexed to the increase or decrease in a specified index or
in stock prices of one or more other specified companies, as permitted by
Section 8(e) above, a reduction in the exercise price resulting from a
decrease in the index shall not be deemed to violate the first sentence of
this Section 8(h).

9.       Certain Change in Control, Termination of Service, Death and
         Disability Provisions.

         The Committee may at any time, and subject to such terms and
conditions as it may impose:

                  (a) authorize the holder of an Option or Stock Appreciation
Rights to exercise the Option or Stock Appreciation Rights (i) on and after a
Change in Control, or (ii) after the termination of the participant's
employment or other applicable service that benefits the Company or a
Subsidiary or an Allied Enterprise, or (iii) after the participant's death or
disability, whether or not the Option or Stock Appreciation Rights would
otherwise be or become exercisable on or after any such event, provided that
in no event may an Option or Stock Appreciation Rights be exercised after the
expiration of their term;

                  (b) grant Options and Stock Appreciation Rights which become
exercisable only in the event of a Change in Control;

                  (c) provide for Stock Appreciation Rights to be exercised
automatically and only for money in the event of a Change in Control;

                  (d) authorize any Award to become non-forfeitable, fully
earned and payable (i) upon a Change in Control, or (ii) after the termination
of the Service Provider's employment with or other applicable service that
benefits the Company or a Subsidiary or an Allied Enterprise, or (iii) after
the Service Provider's death or disability, whether or not the Award would
otherwise be or become non-forfeitable, fully earned and payable upon or after
any such event;

                  (e) grant Awards which become non-forfeitable, fully earned
and payable only in the event of a Change in Control; and

                  (f) provide in advance or at the time of a Change in Control
for outstanding Awards to be cancelled in the event of a Change in Control and
for money to be paid at the time of such Change in Control in settlement of
the Awards, or for awards relating to stock of another company to be granted
at the time of such Change in Control in substitution for the cancelled
Awards, either at the election of the participant or at the election of the
Committee.

10.      Adjustment Provisions. In the event that any recapitalization, or
         reclassification, split-up, reverse split, or consolidation of shares
         of Common Stock shall be effected, or the outstanding shares of
         Common Stock shall be, in connection with a merger or consolidation
         of the Company or a sale by the Company of all or a part of its
         assets, exchanged for a different number or class of shares of stock
         or other securities or property of the Company or any other entity or
         person, or a spin-off or a record date for determination of holders
         of Common Stock entitled to receive a dividend or other distribution
         payable in Common Stock or other property (other than normal cash
         dividends) shall occur, (a) the maximum aggregate number and the
         class of shares or other securities or property that may be issued in
         accordance with Section 4(a)(i) above pursuant to Awards (including
         Incentive Stock Options) thereafter granted, (b) the maximum number
         and the class of shares or other securities or property with respect
         to which Options or Stock Appreciation Rights, or Awards other than
         Appreciation-Only Awards and Dollar-Denominated Awards, may be
         granted during any calendar year to any Employee or other Service
         Provider pursuant to Section 4(a)(ii) or 4(a)(iii) above, (c) the
         number and the class of shares or other securities or property that
         may be issued under outstanding Awards, (d) the exercise price or
         purchase price to be paid per share under outstanding and future
         Awards, and (e) the price to be paid per share by the Company or a
         Subsidiary for shares or other securities or property issued pursuant
         to Awards which are subject to a right of the Company or a Subsidiary
         to reacquire such shares or other securities or property, shall in
         each case be equitably adjusted; provided that with respect to
         Incentive Stock Options any such adjustments shall comply with
         Sections 422 and 424 of the Code.

11.      Effective Date and Duration of Plan; Effect on 1983 Plan and 1984
         Plan. The Plan shall be effective on the Effective Date. No options
         shall be granted under the 1983 Plan or the 1984 Plan on or after the
         Effective Date. If the Plan is not approved by shareholders of the
         Company, the Plan (including the preceding sentence) shall be null,
         void and of no force or effect. If the Plan is approved by
         shareholders of the Company, Awards may be granted within ten years
         after the Effective Date, but not thereafter. In no event shall an
         Incentive Stock Option be granted under the Plan more than ten (10)
         years from the date the Plan is adopted by the Board, or the date the
         Plan is approved by the shareholders of the Company, whichever is
         earlier.

12.      Administration.

         (a) The Plan shall be administered by a committee of the Board
consisting of two or more directors appointed from time to time by the Board.
No person shall be appointed to or shall serve as a member of such committee
unless at the time of such appointment and service he shall shall satisfy any
director independence requirements then applicable to service on such
committee under any rules or listing standards (whether of the American Stock
Exchange, The Nasdaq Stock Market or any other stock exchange or
self-regulatory organization) that apply to the Company at such time. Unless
the Board determines otherwise, such committee shall also be comprised solely
of "outside directors" within the meaning of Section 162(m)(4)(C)(i) of the
Code and Treasury Regulation Section 1.162-27(e)(3), and "non-employee
directors" as defined in SEC Rule 16b-3.

         (b) The Committee may establish such rules and regulations, not
inconsistent with the provisions of the Plan, as it may deem necessary for the
proper administration of the Plan, and may amend or revoke any rule or
regulation so established. The Committee shall, subject to the provisions of
the Plan, have full power and discretion to interpret, administer and construe
the Plan and full authority to make all determinations and decisions
thereunder including without limitation the authority and discretion to (i)
determine the persons who are Service Providers and select the Service
Providers who are to participate in the Plan, (ii) determine when Awards shall
be granted, (iii) determine the number of shares and/or amount of money to be
made subject to each Award, (iv) determine the type of Award to grant, (v)
determine the terms and conditions of each Award, including the exercise
price, in the case of an Option or Stock Appreciation Rights, and whether
specific Awards shall be linked to one another and if so whether they shall be
alternative to or supplement one another, (vi) make any adjustments pursuant
to Section 10 of the Plan, and (vii) determine whether or not a specific Award
is intended to qualify as Performance-Based Compensation. Without limiting the
generality of the foregoing, the Committee shall have the authority to
establish and administer performance goals applicable to Awards, and the
authority to certify that such performance goals are attained, within the
meaning of Treasury Regulation Section 1.162-27(c)(4). The interpretation by
the Committee of the terms and provisions of the Plan and any instrument
issued thereunder, and its administration thereof, and all action taken by the
Committee, shall be final, binding and conclusive on the Company, its
stockholders, Subsidiaries, Allied Enterprises, all participants and Service
Providers, and upon their respective Beneficiaries, successors and assigns,
and upon all other persons claiming under or through any of them.

         (c) Members of the Board of Directors and members of the Committee
acting under this Plan shall be fully protected in relying in good faith upon
the advice of counsel and shall incur no liability except for gross or willful
misconduct in the performance of their duties.

13.      General Provisions.

         (a) No Award, including without limitation any Option or Stock
Appreciation Rights, shall be transferable by the Service Provider or other
rightful holder of such Award other than by will or the laws of descent and
distribution or to a Beneficiary. The preceding sentence and any other
provision of the Plan to the contrary notwithstanding, the Committee may (but
need not) permit a Service Provider to transfer any Award, other than an
Incentive Stock Option or any other Award that is linked to an Incentive Stock
Option, during his lifetime to such other persons and such entities and on
such terms and subject to such conditions as the Committee may provide in the
written instrument documenting such Award.

         (b) Nothing in this Plan or in any instrument executed pursuant
hereto shall confer upon any person any right to continue in the employment or
other service of the Company or a Subsidiary or an Allied Enterprise, or shall
affect the right of the Company or a Subsidiary or any Allied Enterprise to
terminate the employment or other service of any person at any time with or
without cause or assigning a reason therefor.

         (c) No shares of Common Stock shall be issued or transferred pursuant
to an Award unless and until all legal requirements applicable to the issuance
or transfer of such shares have, in the opinion of the General Counsel, been
satisfied. Any such issuance or transfer shall be contingent upon the person
acquiring the shares giving the Company any assurances the General Counsel may
deem necessary or desirable to assure compliance with all applicable legal
requirements.

         (d) No person (individually or as a member of a group) and no
Beneficiary or other person claiming under or through him, shall have any
right, title or interest in or to any shares of Common Stock (i) allocated, or
(ii) reserved for the purposes of this Plan, or (iii) subject to any Award,
except as to such shares of Common Stock, if any, as shall have been issued to
him.

         (e) The Company and its Subsidiaries and any Allied Enterprises may
make such provisions as they may deem appropriate for the withholding of any
taxes which they determine they are required to withhold in connection with
any Award. Without limiting the foregoing, the Committee may, subject to such
terms and conditions as it may impose, permit or require any withholding tax
obligation arising in connection with any Award or the grant, exercise,
vesting, distribution or payment of any Award, up to the minimum required
federal, state and local withholding taxes, including payroll taxes, or such
higher amount of taxes as the Committee may specify, to be satisfied in whole
or in part, with or without the consent of the Service Provider or other
rightful holder of the Award, by having the Company withhold all or any part
of the shares of Common Stock that vest or would otherwise be issued or
distributed at such time. Any shares so withheld shall be valued at their Fair
Market Value on the date of such withholding.

         (f) Nothing in this Plan is intended to be a substitute for, or shall
preclude or limit the establishment or continuation of, any other plan,
practice or arrangement for the payment of compensation or fringe benefits to
directors, officers, employees, consultants or Service Providers generally, or
to any class or group of such persons, which the Company or any Subsidiary now
has or may hereafter lawfully put into effect, including, without limitation,
any incentive compensation, retirement, pension, group insurance, stock
purchase, stock bonus or stock option plan. A Service Provider may be granted
an Award whether or not he is eligible to receive similar or dissimilar
incentive compensation under any other plan or arrangement of the Company.

         (g) The Company's obligation to issue shares of Common Stock or to
pay money in respect of any Award shall be subject to the condition that such
issuance or payment would not impair the Company's capital or constitute a
breach of or cause the Company to be in violation of any covenant, warranty or
representation made by the Company in any credit agreement to which the
Company is a party before the date of grant of such Award.

         (h) By accepting any benefits under the Plan, each Service Provider,
and each person claiming under or through him, shall be conclusively deemed to
have indicated his acceptance and ratification of, and consent to, all
provisions of the Plan and any action or decision under the Plan by the
Company, its agents and employees, and the Board of Directors and the
Committee.

         (i) The validity, construction, interpretation and administration of
the Plan and of any determinations or decisions made thereunder, and the
rights of all persons having or claiming to have any interest therein or
thereunder, shall be governed by, and determined exclusively in accordance
with, the laws of the State of Delaware, but without giving effect to the
principles of conflicts of laws thereof. Without limiting the generality of
the foregoing, the period within which any action arising under or in
connection with the Plan must be commenced, shall be governed by the laws of
the State of Delaware, without giving effect to the principles of conflicts of
laws thereof, irrespective of the place where the act or omission complained
of took place and of the residence of any party to such action and
irrespective of the place where the action may be brought.

         (j) A Service Provider's acceptance of any Award shall constitute his
irrevocable and unconditional waiver of the right to a jury trial in any
action or proceeding concerning the Award, the Plan or any rights or
obligations of the Service Provider or the Company under or with respect to
the Award or the Plan.

         (k) The use of the masculine gender shall also include within its
meaning the feminine. The use of the singular shall include within its meaning
the plural and vice versa.

14.      Amendment and Termination. Subject to any applicable shareholder
         approval requirements of (a) Delaware or federal law, (b) any rules
         or listing standards that apply to the Company from time to time
         (whether of the American Stock Exchange, The Nasdaq Stock Market or
         any other stock exchange or self-regulatory organization), or (c) the
         Code, the Plan may be amended by the Board of Directors at any time
         and in any respect, including without limitation to permit or
         facilitate qualification of Options theretofore or thereafter granted
         (i) as Incentive Stock Options under the Code, or (ii) for such other
         special tax treatment as may be enacted on or after the date on which
         the Plan is approved by the Board, provided that, without stockholder
         approval, no amendment shall increase the aggregate number of shares
         which may be issued under the Plan, or shall permit the exercise
         price of outstanding Options or Stock Appreciation Rights to be
         reduced, except as permitted by Section 7(g), Section 8(h) and
         Section 10 hereof. The Plan may also be terminated at any time by the
         Board of Directors. No amendment or termination of this Plan shall
         adversely affect any Award granted prior to the date of such
         amendment or termination without the written consent of the holder of
         such Award.

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