Exhibit 4.3
                              AMENDED AND RESTATED
                                  TIFFANY & CO.
                          1998 EMPLOYEE INCENTIVE PLAN

                                    Section 1
                                     General

     1.1 Purpose.  The Tiffany & Co.  Employee  Incentive  Plan (the "Plan") has
been  established by Tiffany & Co., a Delaware  corporation,  (the "Company") to
(i) attract and retain  employees;  (ii)  motivate  Participants  to achieve the
Company's  operating and  strategic  goals by means of  appropriate  incentives;
(iii) provide  incentive  compensation  opportunities  that are competitive with
those of other  companies  competing with the Company and its Related  Companies
for employees;  and (iv) further link Participants'  interests with those of the
Company's other stockholders through compensation that is based on the Company's
Common Stock, thereby promoting the long-term financial interests of the Company
and its  Related  Companies,  including  the  growth  in value of the  Company's
stockholders'  equity and the enhancement of long-term  returns to the Company's
stockholders.

     1.2  Participation.  Subject to the terms and  conditions of the Plan,  the
Committee shall, from time to time,  determine and designate from among Eligible
Individuals those persons who will be granted one or more Awards under the Plan.
Eligible  Individuals who are granted Awards become  "Participants" in the Plan.
In the  discretion  of the  Committee,  a  Participant  may be granted any Award
permitted  under  the  provisions  of the  Plan,  and more than one Award may be
granted to a  Participant.  Awards need not be identical but shall be subject to
the  terms  and  conditions  specified  in the  Plan.  Subject  to the  last two
sentences of subsection 2.2 of the Plan,  Awards may be granted as  alternatives
to or in replacement for awards outstanding under the Plan, or any other plan or
arrangement of the Company or a Related Company (including a plan or arrangement
of a business or entity, all or a portion of which is acquired by the Company or
a Related Company).

     1.3  Operation,   Administration,   and  Definitions.   The  operation  and
administration  of the Plan,  including the Awards made under the Plan, shall be
subject  to  the   provisions   of  Section  4  (relating   to   operation   and
administration).  Initially  capitalized terms used in the Plan shall be defined
as set forth in the Plan (including in the definitional  provisions of Section 7
of the Plan).

                                    Section 2
                                Options and SARs

     2.1 Definitions.

     (a)  The grant of an "Option"  entitles the  Participant to purchase Shares
          at an Exercise Price  established by the  Committee.  Options  granted
          under  this



1998 EMPLOYEE INCENTIVE PLAN                                              Page 1
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Amendment to Plan Approved May 18, 2000
Amendment to Plan Approved May 15, 2003
Amendment to Plan Approved May 19, 2005




          Section 2 may be either Incentive Stock Options or Non-Qualified Stock
          Options,  as  determined  in  the  discretion  of  the  Committee.  An
          "Incentive  Stock Option" is an Option that is intended to satisfy the
          requirements  applicable to an "incentive  stock option"  described in
          section 422(b) of the Code. A "Non-Qualified Option" is an Option that
          is not  intended  to be an  "incentive  stock  option" as that term is
          described in section 422(b) of the Code.

     (b)  The  grant of a stock  appreciation  right  (an  "SAR")  entitles  the
          Participant  to  receive,  in cash or Shares,  value equal to all or a
          portion of the excess of: (a) Fair Market Value of a specified  number
          of  Shares  at the  time  of  exercise,  over  (b) an  Exercise  Price
          established by the Committee.

     2.2 Exercise Price.  The per-Share  "Exercise Price" of each Option and SAR
granted under this Section 2 shall be  established  by the Committee or shall be
determined by a formula  established  by the Committee at the time the Option or
SAR is granted;  except that the  Exercise  Price shall not be less than 100% of
the Fair Market  Value of a Share as of the Pricing  Date.  For  purposes of the
preceding sentence,  the "Pricing Date" shall be the date on which the Option or
SAR is  granted  unless  the  Option  or SAR is  granted  on a date on which the
principal exchange on which the Shares are then listed or admitted to trading is
closed for trading,  in which case the  "Pricing  Date" shall be the most recent
date on which such  exchange  was open for  trading  prior to such  grant  date;
except that the Committee may provide that:  (i) the Pricing Date is the date on
which the recipient is hired or promoted (or similar event), if the grant of the
Option  or SAR  occurs  not more  than 90 days  after  the date of such  hiring,
promotion  or other  event;  and (ii) if an Option or SAR is  granted  in tandem
with, or in substitution for, an outstanding Award, the Pricing Date is the date
of grant of such outstanding Award. Except as provided in subsection 4.2(c), the
Exercise Price of any Option or SAR may not be decreased  after the grant of the
Award.  Neither  an Option nor an SAR may be  surrendered  as  consideration  in
exchange for a new Award with a lower Exercise Price.

     2.3 Exercise. Options and SARs shall be exercisable in accordance with such
terms and  conditions  and  during  such  periods as may be  established  by the
Committee  provided that no Option or SAR shall be exercisable  after,  and each
Option and SAR shall  become void no later than,  the tenth  (10th)  anniversary
date of the date of grant of such Option or SAR.

     2.4 Payment of Option Exercise Price.  The payment of the Exercise Price of
an Option granted under this Section 2 shall be subject to the following:

     (a)  The Exercise Price may be paid by ordinary check or such other form of
          tender as the Committee may specify.

     (b)  If permitted by the Committee, the Exercise Price for Shares purchased
          upon  the  exercise  of an  Option  may be  paid in part or in full by
          tendering   Shares  (by  either  actual   delivery  of  Shares  or  by
          attestation,  with such



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Amendment to Plan Approved May 18, 2000
Amendment to Plan Approved May 15, 2003
Amendment to Plan Approved May 19, 2005




          Shares  valued at Fair Market Value as of the date of  exercise).  The
          Committee may refuse to accept payment in Shares if such payment would
          result in an accounting charge to the Company.

     (c)  The Committee  may permit a  Participant  to elect to pay the Exercise
          Price upon the  exercise  of an Option by  irrevocably  authorizing  a
          third party to sell Shares  acquired upon exercise of the Option (or a
          sufficient  portion  of  such  Shares)  and  remit  to the  Company  a
          sufficient  portion of the sale  proceeds  to pay the entire  Exercise
          Price and any tax withholding resulting from such exercise.

                                    Section 3
                               Other Stock Awards

     3.1  Definition.  A "Stock  Award"  is a grant of  Shares  or of a right to
receive Shares (or their cash equivalent or a combination of both).

     3.2 Restrictions on Stock Awards. Each Stock Award shall be subject to such
conditions,  restrictions  and  contingencies  as the Committee shall determine.
These may include  continuous  service  and/or the  achievement  of  Performance
Goals.

                                    Section 4
                          Operation and Administration

     4.1 Effective Date and Duration. Subject to approval of the stockholders of
the Company at the Company's 1998 annual meeting, the Plan shall be effective as
of May 1, 1998 (the "Effective  Date") and shall remain in effect as long as any
Awards under the Plan are outstanding;  provided, however, that, no Award may be
granted or otherwise made under the Plan after April 30, 2005.

     4.2 Shares Subject to Plan.

     (a)  (i) Subject to the following  provisions of this  subsection  4.2, the
          maximum  number of Shares that may be  delivered to  Participants  and
          their  beneficiaries  under the Plan shall be equal to the sum of: (I)
          Twelve  Million  (12,000,000)  Shares;  (II) any Shares  available for
          future awards under the  Company's  1986 Stock Option Plan, as amended
          (the  "1986  Plan")  as of May 1,  1998;  (III)  any  Shares  that are
          represented by awards granted under the 1986 Plan which are forfeited,
          expire or are canceled  without  delivery of Shares or which result in
          the  forfeiture  of  Shares  back to the  Company;  and (IV) up to One
          Million  (1,000,000)  Shares,  to the extent  authorized by the Board,
          which are  reacquired  in the open market or in a private  transaction
          after the Effective Date, provided,  however that the aggregate number
          of shares available under categories (II),  (III), and (IV), shall not
          exceed Three Million (3,000,000) Shares.



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Amendment to Plan Approved May 18, 2000
Amendment to Plan Approved May 15, 2003
Amendment to Plan Approved May 19, 2005





          (ii) Any Shares  granted under the Plan that are forfeited  because of
          the failure to meet an Award  contingency or condition  shall again be
          available for delivery  pursuant to new Awards granted under the Plan.
          To the extent any Shares  covered by an Award are not  delivered  to a
          Participant  or a  Participant's  beneficiary  because  the  Award  is
          forfeited or  canceled,  or the Shares are not  delivered  because the
          Award is settled in cash, such Shares shall not be deemed to have been
          delivered  for purposes of  determining  the maximum  number of Shares
          available for delivery under the Plan.

          (iii) If the Exercise  Price of any Option  granted  under the Plan or
          the 1986 Plan is  satisfied  by  tendering  Shares to the  Company (by
          either actual delivery or  attestation) or by the Company  withholding
          shares, only the number of Shares issued net of the Shares tendered or
          withheld  shall be deemed  delivered for purposes of  determining  the
          maximum number of Shares available for delivery under the Plan.

          (iv) Shares  delivered  under the Plan in  settlement,  assumption  or
          substitution  of  outstanding  awards (or  obligations to grant future
          awards) under the plans or  arrangements  of another  entity shall not
          reduce the maximum  number of Shares  available for delivery under the
          Plan,  to extent  that such  settlement,  assumption  or  substitution
          occurs  as a result of the  Company  or a  Related  Company  acquiring
          another entity (or an interest in another entity).

     (b)  Subject to adjustment under paragraph 4.2(c), the following additional
          maximum limitations are imposed under the Plan:

          (i)  The aggregate  maximum  number of Shares that may be issued under
               Options  intended  to be  Incentive  Stock  Options  shall be One
               Million (1,000,000) shares.

          (ii) The  aggregate  maximum  number of  Shares  that may be issued in
               conjunction  with Awards granted  pursuant to Section 3 (relating
               to Stock  Awards)  and  Section 8  (relating  to Other  Incentive
               Awards to the extent such Awards are settled with  Shares)  shall
               be One Million (1,000,000) shares.

          (iii)Unless  the  Committee  determines  that  an  Award  to  a  Named
               Executive  Officer  shall  not be  designed  to  comply  with the
               Performance-Based  Exception,  the  following  limitations  shall
               apply:

                    (A)  In any fiscal year of the Company, the aggregate number
                         of  Shares  that  may be  granted  to  any  Participant
                         pursuant to any and all Awards (including Options, SARs
                         and  Stock   Awards)  shall  not  exceed  Four  Hundred
                         Thousand (400,000); and



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Amendment to Plan Approved May 18, 2000
Amendment to Plan Approved May 15, 2003
Amendment to Plan Approved May 19, 2005






                    (B)  In  any  fiscal  year  of  the  Company,   the  maximum
                         aggregate  cash payout with respect to Other  Incentive
                         Awards  granted  in any  fiscal  year  of  the  Company
                         pursuant  to Section 8 of the Plan which may be made to
                         any  Named  Executive  Officer  shall  be  Two  Million
                         Dollars ($2,000,000).

     (c)  If the outstanding  Shares are increased or decreased,  or are changed
          into or exchanged for cash,  property or a different number or kind of
          shares or securities, or if cash, property, Shares or other securities
          are distributed in respect of such outstanding  Shares, in either case
          as   a   result   of   one   or   more    mergers,    reorganizations,
          reclassifications,  recapitalizations,  stock  splits,  reverse  stock
          splits,  stock  dividends,  dividends  (other than regular,  quarterly
          dividends),  or other  distributions,  spin-offs  or the  like,  or if
          substantially  all of the property and assets of the Company are sold,
          then,  unless the terms of the  transaction  shall provide  otherwise,
          appropriate  adjustments  shall be made in the number  and/or  type of
          Shares or securities  for which Awards may thereafter be granted under
          the Plan and for  which  Awards  then  outstanding  under the Plan may
          thereafter be exercised.  Any such  adjustments in outstanding  Awards
          shall be made without changing the aggregate Exercise Price applicable
          to the  unexercised  portions  of  outstanding  Options  or SARs.  The
          Committee  shall make such  adjustments  to preserve  the  benefits or
          potential  benefits of the Plan and the Awards;  such  adjustments may
          include,  but shall not be limited to,  adjustment  of: (i) the number
          and kind of shares  which may be  delivered  under the Plan;  (ii) the
          number and kind of shares  subject to  outstanding  Awards;  (iii) the
          Exercise  Price of  outstanding  Options  and  SARs;  (iv) the  limits
          specified in subsections 4.2(a)(i) and 4.2(b) above: and (v) any other
          adjustments that the Committee determines to be equitable. No right to
          purchase or receive fractional shares shall result from any adjustment
          in Options, SARs or Stock Awards pursuant to this paragraph 4.2(c). In
          case of any such  adjustment,  Shares  subject to the  Option,  SAR or
          Stock Award shall be rounded up to the nearest whole Share.

     4.3 Limit on  Distribution.  Distribution  of Shares or other amounts under
the Plan shall be subject to the following:

     (a)  Notwithstanding  any other  provision of the Plan,  the Company  shall
          have no  obligation  to deliver any Shares  under the Plan or make any
          other  distribution of benefits under the Plan unless such delivery or
          distribution would comply with all applicable laws (including, without
          limitation,  the  requirements  of the Securities Act of 1933) and the
          applicable  requirements of any securities exchange or similar entity,
          and the Committee may impose such  restrictions on any Shares acquired
          pursuant to the Plan as the Committee may deem  advisable,  including,
          without  limitation,  restrictions under applicable federal securities
          laws,  under the



1998 EMPLOYEE INCENTIVE PLAN                                              Page 5
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Amendment to Plan Approved May 18, 2000
Amendment to Plan Approved May 15, 2003
Amendment to Plan Approved May 19, 2005




          requirements  of any Stock  exchange  or market upon which such Shares
          are  then  listed  and/or  traded,  and  under  any  blue sky or state
          securities  laws  applicable  to such  Shares.  In the event  that the
          Committee determines in its discretion that the registration,  listing
          or  qualification  of  the  Shares  issuable  under  the  Plan  on any
          securities  exchange  or  under  any  applicable  law or  governmental
          regulation  is necessary as a condition to the issuance of such Shares
          under an Option or Stock  Award,  such Option or Stock Award shall not
          be   exercisable  or  exercised  in  whole  or  in  part  unless  such
          registration, listing and qualification, and any necessary consents or
          approvals have been unconditionally obtained.

     (b)  Distribution   of  Shares   under  the  Plan  may  be  effected  on  a
          non-certificated basis, to the extent not prohibited by applicable law
          or the applicable rule of any stock exchange.

     4.4 Tax  Withholding.  Before  distribution  of Shares under the Plan,  the
Company may require the  recipient to remit to the Company an amount  sufficient
to satisfy any federal,  state or local tax withholding  requirements or, in the
discretion  of the  Committee,  the Company may  withhold  from the Shares to be
delivered and/or otherwise issued Shares  sufficient to satisfy all or a portion
of such tax withholding requirements. Whenever under the Plan payments are to be
made in cash,  such  payments may be net of an amount  sufficient to satisfy any
federal,  state or local tax withholding  requirements.  Neither the Company nor
any Related  Company shall be liable to a Participant  or any other person as to
any tax  consequence  expected,  but not realized,  by any  Participant or other
person due to the receipt or exercise of any Award hereunder.

     4.5 Payment for Shares. Subject to the limitations of subsection 4.2 on the
number of Shares that may be delivered  under the Plan,  the  Committee  may use
available  Shares  as the form of  payment  for  compensation,  grants or rights
earned or due under any other  compensation plans or arrangements of the Company
or a Related  Company,  including the plans and arrangements of the Company or a
Related Company acquiring another entity (or an interest in another entity). The
Committee may provide in the Award  Agreement  that the Shares to be issued upon
exercise  of an Option or an SAR or receipt of a Stock Award shall be subject to
such further  conditions,  restrictions  or  agreements  as the Committee in its
discretion may specify,  including without limitation,  conditions on vesting or
transferability, and forfeiture and repurchase provisions.

     4.6  Dividends  and  Dividend   Equivalents.   An  Award  may  provide  the
Participant with the right to receive dividends or dividend  equivalent payments
with  respect to Shares  which may be either  paid  currently  or credited to an
account  for the  Participant,  and  which may be  settled  in cash or Shares as
determined by the  Committee.  Any such  settlements,  and any such crediting of
dividends or dividend  equivalents or  reinvestment  in Shares may be subject to
such  conditions,   restrictions  and   contingencies  as  the  Committee  shall
establish, including reinvestment of such credited amounts in Share equivalents.



1998 EMPLOYEE INCENTIVE PLAN                                              Page 6
Amended & Restated to Reflect 2 for 1 Stock Split on 7/20/99 and 7/21/2000
Amendment to Plan Approved May 18, 2000
Amendment to Plan Approved May 15, 2003
Amendment to Plan Approved May 19, 2005




     4.7  Settlements;  Deferred  Delivery.  Awards may be settled  through cash
payments,  the  delivery of Shares,  the  granting  of  replacement  Awards,  or
combinations   thereof,  all  subject  to  such  conditions,   restrictions  and
contingencies  as the  Committee  shall  determine.  The Committee may establish
provisions for the deferred delivery of Shares upon the exercise of an Option or
SAR or receipt of a Stock  Award with the  deferral  evidenced  by use of "Stock
Units" equal in number to the number of Shares whose delivery is so deferred.  A
"Stock Unit" is a bookkeeping  entry  representing  an amount  equivalent to the
Fair Market Value of one Share.  Stock Units represent an unfunded and unsecured
obligation  of the  Company  except  as  otherwise  provided  by the  Committee.
Settlement of Stock Units upon  expiration of the deferral  period shall be made
in Shares or otherwise as determined by the Committee.  The amount of Shares, or
other  settlement  medium,  to be so distributed may be increased by an interest
factor or by dividend equivalents.  Until a Stock Unit is settled, the number of
Shares  represented  by a Stock Unit shall be subject to adjustment  pursuant to
paragraph  4.2(c).  Unless  otherwise  specified by the Committee,  any deferred
delivery  of Shares  pursuant  to an Award  shall be settled by the  delivery of
Shares no later  than the 60th day  following  the date the  person to whom such
deferred  delivery  must be made  ceases to be an  employee  of the Company or a
Related Company.

     4.8 Transferability. Unless otherwise provided by the Committee, any Option
and SAR granted  under the Plan,  and,  until  vested,  any Stock Award or other
Shares-based Award granted under the Plan, shall by its terms be nontransferable
by the Participant  otherwise than by will, the laws of descent and distribution
or pursuant to a "domestic  relations  order", as defined in the Code or Title I
of the Employee  Retirement  Income  Security Act or the rules  thereunder,  and
shall be exercisable by, or become vested in, during the Participant's lifetime,
only the Participant.

     4.9 Form and Time of Elections.  Unless otherwise  specified  herein,  each
election  required  or  permitted  to made by any  Participant  or other  person
entitled  to  benefits  under  the  Plan,  and any  permitted  modification,  or
revocation thereof,  shall be in writing filed with the secretary of the Company
at such times, in such form, and subject to such  restrictions  and limitations,
not inconsistent with the terms of the Plan, as the Committee shall require.

     4.10 Award Agreements with Company;  Vesting and Acceleration of Vesting of
Awards.  At the time of an Award to a participant  under the Plan, the Committee
may require a Participant to enter into an agreement with the Company (an "Award
Agreement")  in a form  specified  by the  Committee,  agreeing to the terms and
conditions  of the  Plan  and to  such  additional  terms  and  conditions,  not
inconsistent  with the  Plan,  as the  Committee  may,  in its sole  discretion,
prescribe,  including,  but  not  limited  to,  conditions  to  the  vesting  or
exercisability  of an Award,  such as  continued  service  to the  Company  or a
Related  Company for a specified  period of time.  The  Committee may waive such
conditions to and/or  accelerate  exerciability or vesting of an Option,  SAR or
Stock Award,  either  automatically  upon the  occurrence  of  specified  events
(including in  connection  with a change of control of the Company) or otherwise
in its discretion.



1998 EMPLOYEE INCENTIVE PLAN                                              Page 7
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Amendment to Plan Approved May 18, 2000
Amendment to Plan Approved May 15, 2003
Amendment to Plan Approved May 19, 2005





     4.11 Limitation of Implied Rights.

     (a)  Neither a  Participant  nor any other person  shall,  by reason of the
          Plan or any  Award  Agreement,  acquire  any  right in or title to any
          assets,  funds or  property  of the  Company  or any  Related  Company
          whatsoever, including, without limitation, any specific funds, assets,
          or other property which the Company or any Related  Company,  in their
          sole  discretion,  may set aside in  anticipation of a liability under
          the Plan. A  Participant  shall have only a  contractual  right to the
          Shares or amounts,  if any,  payable under the Plan,  unsecured by the
          assets of the Company or of any Related Company.  Nothing contained in
          the Plan or any Award Agreement shall  constitute a guarantee that the
          assets of such  companies  shall be  sufficient to pay any benefits to
          any person.

     (b)  Neither the Plan nor any Award Agreement  shall  constitute a contract
          of  employment,  and  selection  as a  Participant  will  not give any
          employee  the right to be retained in the employ of the Company or any
          Related Company, nor any right or claim to any benefit under the Plan,
          unless such right or claim has specifically accrued under the terms of
          the Plan or an Award.  Except as  otherwise  provided in the Plan,  no
          Award under the Plan shall confer upon the holder thereof any right as
          a stockholder of the Company prior to the date on which the individual
          fulfills all conditions for receipt of such rights.

     4.12  Evidence.  Evidence  required  of  anyone  under  the  Plan may be by
certificate,  affidavit,  document or other  information which an officer of the
Company  acting on it considers  pertinent  and  reliable,  and signed,  made or
presented by the proper party or parties.

     4.13 Action by Company or Related Company. Any action required or permitted
to be taken by the Company or any Related  Company shall be by resolution of its
board of directors, or by action of one or more members of such board (including
a committee  of such board) who are duly  authorized  to act for such board,  or
(except to the extent  prohibited by applicable  law or applicable  rules of any
Stock  exchange)  by a duly  authorized  officer of the Company or such  Related
Company.

     4.14 Gender and Number. Where the context admits, words in any gender shall
include any other gender, words in the singular shall include the plural and the
plural shall include the singular.

     4.15 Liability for Cash Payments.  Each Related Company shall be liable for
payment of cash due under the Plan with respect to any Participant to the extent
that such benefits are  attributable  to the services  rendered for that Related
Company by such  Participant.  Any  disputes  relating to liability of a Related
Company for cash payments shall be resolved by the Committee.



1998 EMPLOYEE INCENTIVE PLAN                                              Page 8
Amended & Restated to Reflect 2 for 1 Stock Split on 7/20/99 and 7/21/2000
Amendment to Plan Approved May 18, 2000
Amendment to Plan Approved May 15, 2003
Amendment to Plan Approved May 19, 2005





     4.16  Non-exclusivity  of the Plan. Neither the adoption of the Plan by the
Board  of  Directors  of the  Company  nor  the  submission  of the  Plan to the
stockholders  of the Company for  approval  shall be  construed  as creating any
limitations on the power of such Board of Directors or a committee of such Board
to adopt such other  incentive  arrangements  as it or they may deem  desirable,
including without limitation, the granting of restricted stock, stock options or
cash  bonuses  otherwise  than  under the  Plan,  and such  arrangements  may be
generally applicable or applicable only in specific cases.

                                    Section 5
                                    Committee

     5.1  Administration.  The authority to control and manage the operation and
administration  of the Plan shall be vested in a committee (the  "Committee") in
accordance with this Section 5.

     5.2  Selection of Committee.  The Committee  shall be selected by the Board
and shall consist of two or more members of the Board.

     5.3 Powers of Committee.  The authority to manage and control the operation
and administration of the Plan shall be vested in the Committee,  subject to the
following:

     (a)  Subject to the  provisions of the Plan,  the  Committee  will have the
          authority and discretion to select from amongst  Eligible  Individuals
          those  persons  who  shall  receive  Awards,  to  determine  who is an
          Eligible  Individual,  to  determine  the time or time of receipt,  to
          determine the types of Awards and the number of Shares  covered by the
          Awards,  to  establish  the  terms,  conditions,   Performance  Goals,
          restrictions,   and  other   provisions   of  such  Awards  and  Award
          Agreements,  and (subject to the restrictions imposed by Section 6) to
          cancel, amend or suspend Awards. In making such Award  determinations,
          the Committee may take into account the nature of services rendered by
          the  Eligible  Individual,   the  Eligible  Individual's  present  and
          potential contribution to the Company's or a Related Company's success
          and such other factors as the Committee deems relevant.

     (b)  Subject to the  provisions of the Plan,  the  Committee  will have the
          authority and discretion to determine the extent to which Awards under
          the Plan will be  structured  to  conform to the  requirements  of the
          Performance-Based  Exception and to take such action,  establish  such
          procedures,  and  impose  such  restrictions  at the time  Awards  are
          granted as the Committee  determines to be necessary or appropriate to
          conform to such requirements.

     (c)  The  Committee  will have the  authority  and  discretion to establish
          terms  and  conditions  of Awards as the  Committee  determines  to be
          necessary or



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          appropriate  to conform to  applicable  requirements  or
          practices of jurisdictions outside the United States.

     (d)  The Committee  will have the authority and discretion to interpret the
          Plan,  to  establish,  amend and  rescind  any  rules and  regulations
          relating to the Plan,  to determine  the terms and  provisions  of any
          Award  Agreements,  and to make all other  determinations  that may be
          necessary or advisable for the administration of the Plan.

     (e)  Any  interpretation of the Plan by the Committee and any decision made
          by the Committee under the Plan is final and binding.

     (f)  In controlling  and managing the operation and  administration  of the
          Plan,  the Committee  shall act by a majority of its then members,  by
          meeting or by writing  filed without a meeting.  The  Committee  shall
          maintain  adequate  records  concerning  the Plan and  concerning  its
          proceedings  and acts in such  form and  detail as the  Committee  may
          decide.

     5.4 Delegation by Committee.  Except to the extent prohibited by applicable
law or the applicable rules of a Stock exchange,  the Committee may allocate all
or any  portion  of its powers  and  responsibilities  to any one or more of its
members and may delegate all or part of its  responsibilities  and powers to any
person or persons  selected  by it. Any such  allocation  or  delegation  may be
revoked by the Committee at any time.

     5.5  Information  to be  Furnished  to  Committee.  The Company and Related
Companies  shall furnish the Committee with such data and  information as may be
requested by the Committee in order to discharge its duties.  The records of the
Company and Related Companies as to an Eligible  Individual's or a Participant's
employment, consulting services, termination of employment or services, leave of
absence, reemployment and compensation shall be conclusive on all persons unless
determined  to be incorrect by the  Committee.  Participants  and other  persons
entitled to benefits  under the Plan must furnish the Committee  such  evidence,
data or information as the Committee  considers  necessary or desirable to carry
out the terms of the Plan.


                                    Section 6
                            Amendment and Termination

     6.1 Board's Right to Amend or  Terminate.  Subject to the  limitations  set
forth in this  Section 6, the Board may,  at any time,  amend or  terminate  the
Plan.

     6.2 Amendments Requiring  Stockholder  Approval.  Other than as provided in
subsection 4.2 (c) (relating to certain adjustments to shares),  the approval of
the  Company's  stockholders  shall be required  for any  amendment  which:  (i)
materially  increases  the  maximum  number of Shares that may be  delivered  to
Participants under the Plan set forth in subsection  4.2(a);  (ii) increases the
maximum  limitations  contained in



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Amendment to Plan Approved May 19, 2005




Section  4.2(b);  (iii)  decreases the exercise price of any Option or SAR below
the  minimum  provided in  subsection  2.2;  (iv)  modifies  or  eliminates  the
provisions stated in the final two sentences of subsection 2.2; or (v) increases
the maximum  term of any Option or SAR set forth in Section  2.3.  Whenever  the
approval of the Company's  stockholders is required  pursuant to this subsection
6.2, such  approval  shall be sufficient if obtained by a majority vote of those
stockholders  present  or  represented  and  actually  voting on the matter at a
meeting  of  stockholders  duly  called,  at which  meeting  a  majority  of the
outstanding shares actually vote on such matter.

                                    Section 7
                                  Defined Terms

For the  purposes  of the Plan,  the terms  listed  below  shall be  defined  as
follows:

Award. The term "Award" shall mean, individually and collectively,  any award or
benefit  granted  to  any  Participant  under  the  Plan,   including,   without
limitation, the grant of Options, SARs, Stock Awards and Other Incentive Awards.

Award Agreement. The term "Award Agreement" is defined in subsection 4.10.

Board. The term "Board" shall mean the Board of Directors of the Company.

Code. The term "Code" shall mean the Internal  Revenue Code of 1986, as amended.
A  reference  to any  provision  of the  Code  shall  include  reference  to any
successor  provision  of the Code or of any law that is enacted  to replace  the
Code.

Eligible Individual.  The term "Eligible  Individual" shall mean any employee of
the Company or a Related  Company.  For purposes of the Plan,  the status of the
Chairman of the Board of Directors  as an employee  shall be  determined  by the
Committee.

Fair Market  Value.  For purposes of  determining  the "Fair Market  Value" of a
Share, the following rules shall apply:

     (i) If the  Shares  are at the time  listed or  admitted  to trading on any
     stock  exchange,  then the Fair Market  Value shall be the mean between the
     lowest and the highest  reported  sales prices of the Shares on the date in
     question on the  principal  exchange on which the Shares are then listed or
     admitted to trading.  If no reported  sale of Shares take place on the date
     in question on the  principal  exchange,  then the reported  closing  asked
     price  of the  Shares  on such  date on the  principal  exchange  shall  be
     determinative of Fair Market Value.

     (ii) If the Shares are not at the time  listed or  admitted to trading on a
     stock exchange,  the Fair Market Value shall be the mean between the lowest
     reported  bid price and the highest  reported  asked price of the Shares on
     the date in question  in the  over-the-counter  market,  as such prices are
     reported in a publication of



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     general  circulation  selected by the Committee and regularly reporting the
     market price of the Shares in such market.

     (iii) If the  Shares  are not  listed or  admitted  to trading on any stock
     exchange or traded in the  over-the-counter  market,  the Fair Market Value
     shall be as determined by the Committee, acting in good faith.

Named  Executive   Employee.   The  term  "Named  Executive  Employee"  means  a
Participant  who,  as of the date of  vesting  and/or  payout  of an  Award,  as
applicable,  is one  of the  group  of  covered  employees,  as  defined  in the
regulations promulgated under Code section 162(m), or any successor statute.

Participant.  The term "Participant"  means an Eligible  Individual who has been
granted an Award under the Plan. For purposes of the  administration  of Awards,
the term  Participant  shall  also  include  a  former  employee  or any  person
(including an estate) who is a beneficiary  of a former  employee and any person
(including  any  estate) to whom an Award has been  assigned or  transferred  as
permitted by the Committee.

Performance-Based  Exception.  The term "Performance-Based  Exception" means the
performance-based  exception  from  the tax  deductibility  limitations  of Code
section 162(m).

Performance  Goals.  The term  "Performance  Goals" means one or more  objective
targets  measured  by the  Performance  Measure,  the  attainment  of which  may
determine the degree of payout and/or vesting with respect to Awards.

Performance  Period. The term "Performance  Period" means the time period during
which Performance Goals must be achieved with respect to an Award, as determined
by the  Committee,  but  which  period  shall  not be  shorter  than  one of the
Company's fiscal years.

Performance  Measure.  The term "Performance  Measure" refers to the performance
measures discussed in Section 9 of the Plan.

Related Companies. The term "Related Company" means

     (i) any corporation,  partnership, joint venture or other entity during any
     period in which  such  corporation,  partnership,  joint  venture  or other
     entity owns,  directly or  indirectly,  at least fifty percent (50%) of the
     voting  power of all  classes  of  voting  shares  of the  Company  (or any
     corporation,  partnership,  joint  venture  or  other  entity  which  is  a
     successor to the Company);

     (ii) any corporation, partnership, joint venture or other entity during any
     period in which the Company (or any corporation, partnership, joint venture
     or other entity which is a successor to the Company or any entity that is a
     Related  Company  by



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     reason of clause (i) next above) owns,  directly or indirectly,  at least a
     fifty percent (50%) voting or profits interest; or

     (iii) any business venture in which the Company has a significant interest,
     as determined in the discretion of the Committee.

Shares.  The term "Shares" shall mean shares of the Common Stock of the Company,
$.01 par value, as presently  constituted,  subject to adjustment as provided in
paragraph 4.2(c) above.

                                    Section 8
                             Other Incentive Awards

     8.1 Grant of Other Incentive Awards. Subject to the terms and provisions of
the Plan, Other Incentive Awards may be granted  Eligible  Individuals,  in such
amount,  upon  such  terms,  and at any time  and from  time to time as shall be
determined by the Committee.

     8.2 Other  Incentive Award  Agreement.  Each Other Incentive Award shall be
evidenced  by an Award  Agreement  that  shall  specify  the amount of the Other
Incentive  Award or the  means by which it will be  calculated,  the  terms  and
conditions  applicable  to such Award,  the  applicable  Performance  Period and
Performance  Goals,  if any, and such other  provisions as the  Committee  shall
determine, in all cases subject to the terms and provisions of the Plan.

     8.3  Nontransferability.  Except as  otherwise  provided in the  applicable
Award Agreement,  Other Incentive Awards may not be sold, transferred,  pledged,
assigned or otherwise alienated or hypothecated,  other than by will or the laws
of descent and distribution.

     8.4 Form and Timing of Payment of Other Incentive Awards.  Payment of Other
Incentive  Awards shall be made in cash and at such times as  established by the
Committee subject to the terms of the Plan.

                                    Section 9
                           Performance-Based Exception

     9.1  Performance  Measures.   Unless  and  until  the  Board  proposes  for
stockholder  vote and the  stockholders of the Company approve a change thereto,
the Performance  Measures used to determine the attainment of Performance  Goals
with  respect  to Other  Incentive  Awards and Stock  Awards to Named  Executive
Employees  which are  designed  to qualify for the  Performance-Based  Exception
shall be any one or more of the  following:  (I) as  reported  in the  Company's
Annual Report to Stockholders  which is included in the Company's  Annual Report
on Form 10-K, (A) the Company's  consolidated  net earnings or (B) the Company's
consolidated  earnings  per share on a  diluted  basis;  and (II) the  Company's
consolidated  return  on  average  assets  in each of the



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fiscal years in the  Performance  Period,  expressed as a  percentage,  and then
averaged over the entire Performance  Period; in each of the fiscal years in the
Performance Period, average assets will be computed by averaging total assets at
the beginning  and at the end of the fiscal year;  to compute  return on average
assets in any such  fiscal  year,  net  earning  for such  fiscal  year shall be
divided by average assets. The Committee may appropriately adjust any evaluation
of performance  under a Performance  Goal to exclude any of the following events
that occurs during a Performance Period: (i) asset write-downs,  (ii) litigation
or claim  judgment  or  settlements,  (iii) the  effect of  changes  in tax law,
accounting  principles  or other  such  laws or  provisions  affecting  reported
results,  (iv) accruals for reorganization and restructuring  programs,  and (v)
extraordinary  non-recurring  items as described in Accounting  Principles Board
Opinion No. 30 and/or in  management's  discussion  and  analysis  of  financial
condition  and results of  operations  appearing  in said Annual  Report for the
applicable year.

     9.2 Discretion to Adjust Awards/Performance Goals. The Committee may retain
the  discretion to adjust the  determination  of the degree of attainment of the
pre-established  Performance Goals for Awards;  provided,  however,  that Awards
which are designed to qualify for the Performance-Based Exception, and which are
held by Named Executive  Officers,  may not be subjected to an adjustment  which
would  yield  an  increased  payout,  although  the  Committee  may  retain  the
discretion to make an adjustment  which would yield a decreased  payout.  In the
event that applicable tax and/or  securities laws change to permit the Committee
discretion to alter the  governing  Performance  Measure for Awards  designed to
quality for the Performance-Based Exception and held by Named Executive Officers
without obtaining  stockholder approval of such change, the Committee shall have
sole discretion to make such change without obtaining  stockholder  approval. In
addition,  in the event that the  Committee  determines  that it is advisable to
grant Awards  which will not qualify for the  Performance-Based  Exception,  the
Committee  may make such grants  without  satisfying  the  requirements  of Code
Section 162(m).

                                   Section 10
                                   Successors

     All  obligations of the Company under the Plan with respect to Awards shall
be binding on any  successor  to the  Company,  whether  the  existence  of such
successor is the result of a direct or indirect purchase, merger,  consolidation
or otherwise,  of all or substantially  all of the business and/or assets of the
Company.



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Amendment to Plan Approved May 15, 2003
Amendment to Plan Approved May 19, 2005