Exhibit 10.1

                          LEVEL 3 COMMUNICATIONS, INC.
                                 1995 STOCK PLAN

                                   ARTICLE I.

                                NAME AND PURPOSE

1.1. Name. The name of the Plan is the Level 3 Communications, Inc. 1995 Stock
Plan (Amended and Restated as of April 1, 1998).

1.2. Purpose. The purpose of the Plan is to increase the value of Shares and the
profitability of the Company and its subsidiaries (i) by enabling the Company to
attract, retain, motivate and reward certain Employees and (ii) by aligning the
interests of those Employees with the interests of the Company and the holders
of Shares.

                                   ARTICLE II.

                                   DEFINITIONS

2.1. "Affiliate" means any corporation, partnership, or other entity with
respect to which the Company owns, directly or indirectly, fifty percent or more
of the issued and outstanding capital stock or other equity interests (measured
in terms of total dollar value if the corporation, partnership or other entity
has outstanding more than one class of capital stock or other equity interests).

2.2. "Agreement" means any written agreement, document or instrument that
evidences a grant of an Award to a Participant and the terms, conditions and
provisions of, and restrictions upon, the Award.

2.3. "Award" means any grant pursuant to the Plan of Incentive Stock Options,
Nonqualified Stock Options, Restricted Shares, bargain Shares, bonuses of
Shares, performance shares, Stock Appreciation Rights or other stock benefit or
stock-based benefit granted to a Participant under this Plan.

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

2.5. "Certificate" means the certificate of incorporation of the Company, as
amended from time to time.

2.6. "Change in Control" means the occurrence of any of the following events:

(i) The acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 30% or more (on a fully diluted basis) of either (i) the then outstanding
shares of common stock of the Company, taking into account as outstanding for
this purpose such common stock issuable upon the exercise of options or
warrants, the conversion of convertible stock or debt, and the exercise of any
similar right to




acquire such common stock (the "Outstanding Company Common Stock") or (ii) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities"); provided, however, that for purposes of this
subsection (i), the following acquisitions shall not constitute a Change in
Control: (a) any acquisition by the Company or any "affiliate", within the
meaning of 17 C.F.R. Section 230.405 (an "Affiliate"), of the Company, (b) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or an Affiliate of the Company, or (c) any acquisition
by any Person pursuant to a transaction which complies with clauses (a), (b) and
(c) of subsection (iii) of this Section 2.6,; or

(ii) Individuals who, as of April 1, 1998, constitute the Board (the "Incumbent
Board") cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to April
1, 1998 whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a person or entity other than the Board; or

(iii) Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company (a
"Business Combination"), unless, following such Business Combination, (a) all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 60% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination,
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, and (b) no Person (excluding any employee
benefit plan (or related trust) sponsored or maintained by the Company or an
Affiliate of the Company, or such corporation resulting from such Business
Combination or any Affiliate of such corporation) beneficially owns, directly or
indirectly, 50% or more (on a fully diluted basis) of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
Business Combination, taking into account as outstanding for this purpose such
common stock issuable upon the exercise of options or warrants, the conversion
of convertible stock or debt, and the exercise of any similar right to acquire
such common stock, or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (c) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or (iv) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.

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Notwithstanding the foregoing provisions of Section 2.5 hereof, a "Change in
Control" will not be deemed to have occurred as a result of the consummation of
the Separation Transaction, or as a result of any event or transaction occurring
prior to the consummation of the Separation Transaction.

In addition, the Committee may, by a written determination prior to the
consummation of an event or transaction, determine that such event or
transaction does not constitute a Change in Control, provided that the Committee
reasonably concludes that such event or transaction (i) is not likely to result
in a significant change to the identities of the persons functioning as senior
management of the Company, either immediately in the foreseeable future (it
being understood that the Committee need not conclude that no changes in senior
management are likely to occur), and (ii) is not likely to result in control of
the Board (or a significant portion of the Board's functions) being transferred
to a single Person other than an Affiliate of the Company or any employee
benefit plan (or related trust) sponsored or maintained by the Company or an
Affiliate of the Company, either immediately or in the foreseeable future.

2.7. "Class D Conversion Price" has the meaning ascribed to it in the
Certificate prior to April 1, 1998.

2.8. "Class D Per Share Price" has the meaning ascribed to it in the Certificate
prior to April 1, 1998.

2.9. "Class D Stock" means the Class D Diversified Group Convertible
Exchangeable Common Stock, par value $0.0625, issued by the Company, prior to
the redesignation of Class D Stock as Stock as of April 1, 1998.

2.10. "Code" means the Internal Revenue Code of 1986, as amended, and the
regulations promulgated under the Code.

2.11. "Committee" means the Board or a committee or committees of the Board
appointed by the Board to administer this Plan.

2.12. "Company" means Level 3 Communications, Inc., a Delaware corporation.

2.13. "Effective Date" means September 25, 1995.

2.14. "Employee" means any person who, with respect to the Company, is
considered an "employee," as such term is defined in Rule A.1.(a) to Form S-8
issued by the Securities and Exchange Commission (as such Rule may be renumbered
from time to time) and who (a) is employed on a full-time basis by the Company
or an Affiliate, (b) is a member of the Board of Directors of the Company or any
Affiliate, or (c) provides services to the Company or any Affiliate in a
capacity as other than an employee or a director, in each case at the time of
the grant of the related Award.

2.15. "Exchange Act" means the Securities Exchange Act of 1934.

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2.16. "Fair Market Value" means: (a) prior to April 1, 1998, with respect to
Class D Stock, (i) the Class D Per Share Price, or (ii) the fair market value of
Class D Stock determined by such other reasonable method of valuation adopted by
the Committee; and

(b) on and after April 1, 1998, with respect to Stock, (i) the closing price per
share of Stock on the national securities exchange on which Stock is principally
traded, on the next preceding date on which there was a sale of Stock on such
exchange, or (ii) if the Stock is not listed or admitted to trading on any such
exchange, the last sale price of a share of Stock as reported by the National
Association of Securities Dealers Inc. Automated Quotation ("NASDAQ") system on
the next preceding date on which such bid and asked prices were reported, or
(iii) if the Stock is not then listed on any securities exchange or prices
therefor are not then quoted in the NASDAQ system, the value determined by the
Committee in good faith.

2.17. "Fiscal Year" means the taxable year of the Company for federal income tax
purposes, including the taxable year in which the Plan is adopted.

2.18. "Incentive Stock Option" means any Option that is intended, at the time it
is granted, to be an incentive stock option within the meaning of Section 422 of
the Code.

2.19. "Nonqualified Stock Option" means any Option that is not an Incentive
Stock Option.

2.20. "Outperform Stock Option" means a Stock-based Award having terms and
conditions reflected in an "Outperform Stock Option Award Agreement" entered
into between the Company and a Participant.

2.21. "Option" means any option to purchase Shares that is granted pursuant to
Section 6.1.

2.22. "Participant" means any Employee who is granted an Award pursuant to this
Plan.

2.23. "Plan" means the Level 3 Communications, Inc. 1995 Stock Plan (Amended and
Restated as of April 1, 1998), as it may be further amended from time to time.

2.24. "Publicly Traded" has the meaning ascribed to it in the Certificate prior
to March 31, 1998.

2.25. "Representative" means a member of the Committee acting on behalf of the
Committee, or an Employee appointed by the Committee to exercise some or all of
the authority of the Committee.

2.26. "Restricted Shares" means any Shares that are granted pursuant to Section
7.1 subject to restrictions on transfer, to forfeiture under certain
circumstances and to such other restrictions as the Committee deems appropriate
(including restrictions on the exercise of voting rights or the right to receive
dividends, or a requirement to reinvest dividends).

2.27. "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act, as it
may be amended from time to time, or any successor rule in effect from time to
time.

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2.28. "Separation Transaction" means the March 31, 1998 transaction effecting
the separation of the construction business from the other businesses of the
Company, as described in the Company's Registration Statement on Form S-4
(Registration No. 333-34627).

2.29. "Share" means, prior to 5:00 p.m. CST, March 31, 1998, a share of Class D
Stock and, on and after that time, a share of Stock.

2.30. "Stock" means common stock of the Company, par value $0.01 per share,
subsequent to the redesignation of Class D Stock as such common stock as of 5:00
p.m. CST, March 31, 1998.

2.31. "Stock Appreciation Right" means an Award pursuant to which a Participant
shall be paid the increase in value of one or more Shares from the date of grant
of such Award until the date of exercise of such Award, in cash or Shares, and
subject to such terms and conditions as the Committee deems appropriate and as
may be reflected in an Award Agreement (including the number of Shares subject
to such Stock Appreciation Right, the date or dates on which the Stock
Appreciation Right becomes exercisable or exercised, either wholly or in part,
and the expiration date of the Stock Appreciation Right).

2.32. "Term" means the term of this Plan, as set forth in Section 11.2.

                                  ARTICLE III.

                          ELIGIBILITY AND PARTICIPATION

3.1. Eligibility. Every Employee is eligible to become a Participant. A person
who is not an Employee is not eligible to become a Participant.

3.2. Participation. The Committee will select Employees to participate in the
Plan from time to time, in its sole discretion. An Employee cannot become a
Participant unless such person is selected by the Committee to participate in
the Plan. In selecting such persons to participate in the Plan, the Committee
may consider the past, present and expected future performance of the
individual, the effort of the individual, the length of service of the
individual, the level of responsibility of the individual and such other factors
as the Committee deems appropriate.
                                   ARTICLE IV.

                                     AWARDS

4.1. Types of Awards. The Committee will determine the Awards to be granted to
each Participant. The Committee may grant Awards in any one or any combination
of (a) Incentive Stock Options; (b) Nonqualified Stock Options; (c) Restricted
Shares; (d) Outperform Stock Options; (e) bargain purchases of Shares; (f)
bonuses of Shares; (g) the grant of Shares based on performance or the
satisfaction of other conditions; (h) Stock Appreciation Rights; or (i) any
other form of stock benefit or stock-related benefit.

4.2. Terms and Conditions of Awards. The Committee will determine all terms,
conditions and provisions of, and restrictions upon, any grant of Awards.
Without limiting the Committee's authority, the Committee may: (a) make the
grant of Awards conditional upon an election by a

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Participant to defer payment of a portion of his salary; (b) give a Participant
a combination of Awards or a choice between two Awards; (c) grant Awards in the
alternative so that acceptance of or exercise of one Award cancels the right of
a Participant to another; (d) grant Awards subject to any condition that the
Committee deems appropriate; (e) provide that grants of Awards in Shares or
Share equivalents will include dividend or dividend equivalent payments or
dividend credit rights; and (f) provide any vesting schedule for Awards as the
Committee deems appropriate. The Committee may waive any term, condition,
provision or restriction, in its sole discretion.

4.3. Agreements. Each grant of an Award to a Participant will be evidenced by an
Agreement executed by the Participant and a Representative (on behalf of the
Company and the Committee). Subject to the terms and conditions of this Plan,
the Committee, in its sole and absolute discretion, will determine the form and
content of all Agreements. Agreements with respect to a specific type of Award
need not be identical.

4.4. Modification or Termination of Awards. The Committee, in its sole
discretion, may modify, cancel or terminate any Award at any time if a
Participant is not in compliance with this Plan, the related Agreement or any
rules adopted by the Committee.

4.5. Optional Deferral. The Committee may defer the right to receive any Award,
or the proceeds of the exercise of any Award, at the request of a Participant,
for such period and upon such terms as the Committee determines. Any such
deferral may, at the discretion of the Committee, involve crediting of interest
on deferrals denominated in cash and crediting of dividend equivalents on
deferrals denominated in Shares.

4.6. Code Section 162(m). The Committee, in its sole discretion, may require
that one or more Agreements provide that, in the event that Section 162(m) of
the Code or any similar provision would operate to disallow a deduction by the
Company for all or part of any Award, a Participant's receipt of the portion of
such Award that would not be deductible by the Company will be deferred until
the next succeeding year or years in which such portion may be paid without
causing the Participant's remuneration for such year to exceed the limit set
forth in Section 162(m) of the Code. Any such deferred amounts denominated in
cash shall have earnings credited thereon at a market rate of interest, as
reasonably determined by the Committee, and any such deferred amounts
denominated in Shares shall have dividend equivalents credited thereon, and
earnings subsequently credited on such dividend equivalents at a market rate of
interest, as reasonably determined by the Committee.

4.7. Code Section 280G. The Committee, in its sole discretion, may (but need
not) provide in any Award Agreement for the payment of additional amounts in
respect of the Award in order to make a Participant whole for some or all of the
excise taxes imposed on a Participant pursuant to Section 4999 of the Code in
the event that the grant, exercise, vesting or payment of such Award is deemed
to be an "excess parachute payment" for purposes of Section 280G of the Code.
The terms and conditions of such additional payments shall be as determined by
the Committee and reflected in the Award Agreement.



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                                   ARTICLE V.

                             SHARES SUBJECT TO PLAN

5.1. Aggregate Limitation. The Committee may not grant Awards under this Plan
with respect to more than 200,000,000 Shares during the Term.

5.2. Individual Limitations. The Committee may not grant Options or Stock
Appreciation Rights under this Plan to any Participant during any calendar year
with respect to more than 3,000,000 Shares.

5.3. Unused Shares. If any Award expires or terminates, or if any Award is
surrendered, canceled or forfeited without having been fully exercised, the
Committee may again grant Awards with respect to the unused Shares allocable to
the expired, terminated, surrendered, canceled or forfeited Award.

                                   ARTICLE VI.

                                     OPTIONS

6.1. Grant. The Committee may grant Options to any Employee. The Committee will
determine the terms, conditions and provisions of, and the restrictions on, any
Options, including the number of shares subject to such Options, the date or
dates on which the Options become exercisable, either wholly or in part, and the
expiration date of the Options. A Participant to whom an Option is granted will
not be deemed the holder of any Shares subject to the Option until the Shares
are fully paid, and issued and delivered to him following exercise of the
Option.

6.2. Incentive Stock Options. Incentive Stock Options must include such terms
and conditions as determined by the Committee to be reasonably necessary to
cause the Options to qualify as incentive stock options under Section 422 of the
Code.

6.3. Exchange. The Committee may grant Options to a Participant holding
unexercised outstanding Options, or unexercised outstanding Options granted
under another stock plan of the Company, on the condition that the Participant
surrenders for cancellation some or all of those unexercised outstanding
options.

6.4. Substitution. The Committee may grant Options from time to time in
substitution for similar rights held by employees of other entities who become
Employees as a result of a merger or consolidation of the other entity with the
Company or an Affiliate, the acquisition by the Company or an Affiliate of the
assets of the other entity, or the acquisition by the Company or an Affiliate of
an equity interest in another entity.

6.5. Exercise Price. The Committee may grant Options pursuant to this Plan,
other than Incentive Stock Options, with a per share exercise price that is less
than the Fair Market Value of one Share, as of the date of the grant.

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6.6. Vesting. Options granted pursuant to this Plan will vest and become
exercisable as determined by the Committee in its sole discretion and as
reflected in an Award Agreement.

                                  ARTICLE VII.

                                RESTRICTED SHARES

7.1. Grant. The Committee may grant Restricted Shares to any Participant. The
Committee may make grants of Restricted Shares at such cost, or at no cost, as
determined by the Committee in its sole discretion.

7.2. Beneficial Ownership. Except as set forth in an Agreement relating to
Restricted Shares, each Participant who is awarded Restricted Shares will have
the entire beneficial ownership of, and all rights and privileges of a
stockholder with respect to, the Restricted Shares awarded to him.
Notwithstanding the above, Restricted Shares may not be sold, transferred,
pledged or otherwise encumbered during the restricted period set by the
Committee.

                                  ARTICLE VIII.

                                  OTHER AWARDS

8.1. Grants. The Committee may grant any other stock or stock- related awards to
a Participant under this Plan that the Committee deems appropriate, including,
but not limited to, Stock Appreciation Rights, Outperform Stock Options, bargain
purchases of Shares, bonuses of Shares and the grant of Shares based on
performance or upon the satisfaction of other conditions.

                                   ARTICLE IX

               CHANGES IN CAPITAL STRUCTURE AND CHANGE IN CONTROL

9.1 Changes in Capital Structure. Awards granted under the Plan and any
agreements evidencing such Awards, the maximum number of Shares subject to all
Awards and the maximum number of shares with respect to which any one person may
be granted Options, Outperform Stock Options or Stock Appreciation Rights or
other stock or stock related awards during the Term shall be subject to
adjustment or substitution, as determined by the Committee in its sole
discretion, as to the number, price or kind of a Share or other consideration
subject to such Awards or as otherwise determined by the Committee to be
equitable (i) in the event of changes in the outstanding Shares or in the
capital structure of the Company by reason of stock dividends, stock splits,
reverse stock splits, recapitalizations, reorganizations, mergers,
consolidations, combinations, exchanges, or other relevant changes in
capitalization occurring after the date of grant of any such Award, or (ii) in
the event of any change in applicable laws or any change in circumstances which
results in or would result in any substantial dilution or enlargement of the
rights granted to, or available for, Participants in the Plan, or which
otherwise warrants equitable adjustment because it interferes with the intended
operation of the Plan. In addition, in the event of any such adjustments or
substitution, the aggregate number of Shares available under the Plan shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive. Any adjustment in Incentive Stock Options under this Section 9.1
shall be made only to the extent not constituting a "modification" within the


                                       8


meaning of Section 424(h)(3) of the Code, and any adjustments under this Section
9.1 shall be made in a manner which does not adversely affect the exemption
provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to
Awards intended to qualify as "performance-based compensation" under Section
162(m) of the Code, such adjustments or substitutions shall be made only to the
extent that the Committee determines that such adjustments or substitutions may
be made without a loss of deductibility for Awards under Section 162(m) of the
Code, unless the Committee specifically determines otherwise. The Company shall
give each Participant notice of an adjustment hereunder and, upon notice, such
adjustment shall be conclusive and binding for all purposes.

Notwithstanding the above, in the event of any of the following that does not
constitute a Change in Control:

         A. The Company is merged or consolidated with another corporation or
         entity and, in connection therewith, consideration is received by
         stockholders of the Company in a form other than stock or other equity
         interests of the surviving entity;

         B. All or substantially all of the assets of the Company are acquired
         by another Person;

         C. The reorganization or liquidation of the Company; or

         D. The Company shall enter into a written agreement to undergo an event
         described in clauses A, B or C above,

then the Committee may, in its discretion and upon at least 10 days advance
notice to the affected persons, cancel any outstanding Awards and pay to the
holders thereof, in cash or stock, or any combination thereof, the value of such
Awards based upon the price per Share received or to be received by other
stockholders of the Company in the event. The terms of this Section 9.1 may be
varied by the Committee in any particular Award Agreement.

9.2 Effect of Change in Control. Except to the extent reflected in a particular
Award Agreement:

(a) The Committee, in its sole discretion, may (but need not) provide in any
Award Agreement that, in the event of a Change in Control, notwithstanding any
vesting schedule otherwise effective with respect to the Award, (i) in the case
of Options or Stock Appreciation Rights, the Award shall become immediately
exercisable with respect to 100 percent of the Shares subject thereto, (ii) in
the case of Restricted Shares, any restrictions shall expire immediately with
respect to 100 percent of such Restricted Shares and (iii) in the case of any
other Award, any other vesting or restricted period to which such Award is
subject shall expire as to 100 percent of such Award.

(b) In addition, in the event of a Change in Control, the Committee may in its
discretion and upon at least 10 days' advance notice to the affected persons,
cancel any outstanding Awards and pay to the holders thereof, in cash or stock,
or any combination thereof, the value of such Awards based upon the price per
share received or to be received by other shareholders of the Company in the
event.

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9.3 Binding Upon Successors. The obligations of the Company under this Plan
shall be binding upon any successor corporation or organization resulting from
the merger, consolidation or other reorganization of the Company, or upon any
successor corporation or organization succeeding to substantially all of the
assets and business of the Company. Subject to the actions which the Committee
may take with respect to Awards in accordance with Sections 9.1 and 9.2, the
Company agrees that it will make appropriate provisions for the preservation of
Participants' rights under the Plan in any agreement or plan which it may enter
into or adopt to effect any such merger, consolidation, reorganization or
transfer of assets.

                                   ARTICLE X.

                                 ADMINISTRATION

10.1. Administration. The Committee will administer this Plan. The Board may
appoint a separate committee or committees to administer portions of the Plan
applicable to persons subject to Rule 16b-3, Section 162(m) of the Code or other
similar provisions of law. The Committee may act either through majority vote of
the Committee at a meeting for which a quorum is present, or through the written
consent of a majority of the members of the Committee in lieu of a meeting. The
Committee will maintain such books, accounts and records relating to the Plan
and to Committee proceedings as it considers appropriate. The Committee may
designate Employees to assist the Committee in the administration of the Plan
and to act as Representatives of the Committee, and in that capacity to exercise
any or all of the authority of the Committee under this Plan, and may grant
authority to those Employees to execute any and all agreements contemplated by
this Plan and any other documents reasonably required to implement this Plan.
The Committee may employ agents, attorneys, accountants or other third parties
for such purposes as the Committee considers appropriate.

10.2. Discretion and Authority. Subject to the express limitations set forth in
this Plan, the Committee, in its sole and absolute discretion, may take any and
all actions necessary, advisable or appropriate to implement the Plan and may
make any and all determinations deemed appropriate for the administration of the
Plan, including actions and determinations with respect to (a) the Participants
in the Plan, (b) adequacy of consideration received by the Company in exchange
for Awards granted under the Plan, (c) the types and amounts of Awards to be
granted to Participants or to any particular Participant, (d) the terms,
conditions and provisions of, and restrictions on, all Awards, (e) amounts
payable, if any, by a Participant in connection with the grant, award or receipt
of any Award, (f) restrictions on transfer of any Award by a Participant, and
(g) the circumstances under which any Award may expire, terminate or be
surrendered, canceled or forfeited.

10.3. Payment. Upon the exercise of an Option or in the case of any other Award
that requires a payment by a Participant to the Company, the amount due the
Company may be paid (a) in cash; (b) by the surrender of all or part of an Award
(including the Award being exercised); (c) by the tender to the Company of
Shares acquired by the Participant on the open market or owned by the
Participant for at least six months and registered in his or her name having a
Fair Market Value equal to the amount due to the Company; (d) by delivering to
the Committee a copy of irrevocable instructions to a stockbroker to deliver
promptly to the Company an amount of sale or loan proceeds sufficient to pay the
exercise price, in the case of an Option; (e) in other

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property, rights and credits deemed acceptable by the Committee, including the
Participant's promissory note; or (f) by any combination of the payment methods
specified in (a) through (e). Notwithstanding the foregoing, any method of
payment other than in cash may be used only with the consent of the Committee or
if and to the extent so provided in the related Agreement. The proceeds of the
sales of Shares purchased pursuant to an Option and any payment to the Company
for other Awards will be added to the general funds of the Company or to the
reacquired Shares held by the Company, as the case may be, and used for the
corporate purposes of the Company as the Board determines.

10.4. Rules. The Committee may make, amend and rescind such rules and
regulations and establish, modify or repeal such procedures as it deems
appropriate for the administration of the Plan. The Committee may make special
rules or regulations that apply only to persons covered by Rule 16b-3, Section
162(m) of the Code or other provisions of law.

10.5. Interpretation. In the event of a disagreement as to the interpretation of
the Plan, any rule, regulation or procedure under the Plan, or as to any right
or obligation arising from or related to the Plan (including but not limited to
under an Agreement), the interpretation of the Committee will be final and
binding.

10.6. Legal Requirements. The Committee will cause the Plan, and any grants or
awards of Awards, to comply with all applicable laws.

                                   ARTICLE XI.

                            AMENDMENT AND TERMINATION

11.1. Amendment. The Committee may amend the Plan from time to time as it deems
appropriate. The Committee, however, may not amend any provision of Article V,
Section 6.2 or this Article XI without the approval of the Board. No amendment
to this Plan may deprive a Participant of any Award or rights with respect to an
Award without the Participant's consent.

11.2. Term. The Plan will terminate on the fifteenth anniversary of the
Effective Date (September 25, 2010). The Board, however, may terminate the Plan
at any time. Neither amendment nor termination of the Plan will deprive
Participants of their rights with respect to outstanding Awards.

                                   ARTICLE XII.

                                  MISCELLANEOUS

12.1. Continuation of Employment. Neither this Plan nor any Award granted under
this Plan confers upon any Employee any right to continue in the service of the
Company or any Affiliate or limits the right of the Company to terminate an
Employee's service at will at any time.

12.2. Discretionary Acceleration of Vesting. The Committee may accelerate the
vesting, exercisability or payment of any Award at any time and for any reason
as it determines in its sole discretion (including but not limited to retirement
of a Participant).



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12.3. Unfunded Plan. This Plan is intended to constitute an "unfunded" plan for
incentive and deferred compensation. With respect to any payments or deliveries
of Shares not yet made to a Participant by the Company, nothing contained in
this Plan will give any Participant rights that are greater than those of a
general creditor of the Company. The Committee may authorize the creation of
trusts or other arrangements to meet the obligations to deliver Shares or
payments under the Plan.

12.4. Designation of Beneficiary. A Participant may file with the Committee a
written designation of a beneficiary or beneficiaries (subject to such
limitations as to the classes and numbers of beneficiaries and contingent
beneficiaries as the Committee may from time to time prescribe) to exercise, in
the event of the death of the Participant, an Option, Outperform Stock Option or
Stock Appreciation Right, or to receive, in such event, any Awards. The
Committee reserves the right to review and approve beneficiary designations. A
Participant may from time to time revoke or change any such designation of
beneficiary and any designation of beneficiary under the Plan will be
controlling over any other disposition, testimony or otherwise; provided,
however, that if the Committee will be in doubt as to the right of any such
beneficiary to exercise any Option, Outperform Stock Option or Stock
Appreciation Right, or to receive any Award, the Committee may determine to
recognize only the legal representative of the recipient.

12.5. Nontransferability. Unless otherwise determined by the Committee or
specified in an Agreement, (a) no Award granted under this Plan may be
transferred or assigned by the Participant to whom it is granted other than by
beneficiary designation, will, or pursuant to the laws of descent and
distribution, and (b) an Award granted under this Plan may be exercised, during
the Participant's lifetime, only by the Participant or by the Participant's
guardian or legal representative.

12.6. Rule 16b-3. With respect to Participants subject to Section 16 of the
Exchange Act, transactions under this Plan are intended to comply with all
applicable provisions of Rule 16b-3 or its successors under the Exchange Act,
and the provisions of the Plan shall be construed accordingly.

12.7. No Effect on Other Awards. The receipt of Awards under the Plan shall have
no effect on any benefits to which a Participant may be entitled from his or her
employer, under another plan or otherwise, or preclude a Participant from
receiving any such benefits.

12.8. Withholding. If the Company is required to withhold any taxes in
connection with an Award, and a Participant is obligated to pay to the Company
any or all of the amount required to be withheld, the Committee may permit the
Participant to satisfy the withholding obligation, in whole or in part, either
(a) by having the Company withhold from any Shares to be issued upon the receipt
of an Award with a Fair Market Value sufficient to satisfy the withholding
amount due, or (b) by delivering to the Company sufficient Shares to satisfy the
withholding amount due. In the absence of such Committee permission, the
withholding obligation shall be satisfied by the payment of cash or its
equivalent by the Participant to the Company. The Company shall have no
obligation to deliver to a Participant Shares or other consideration in respect
of an Award until arrangements satisfactory to the Committee have been made to
satisfy any required withholding obligation of the Company.



                                       12


12.9. Effective Date. This Plan is originally effective as of September 25,
1995, and has been amended and restated by the Board effective as of October 22,
1997, further amended and restated effective as of November 10, 1997 and further
amended and restated effective as of April 1, 1998, July 24, 2002 and May 18,
2004. This Plan was further amended on May 15, 2006.

12.10. Liability. No member of the Board or the Committee, or any officer or
employee of the Company or its subsidiaries, will be personally liable for any
action, omission or determination made in good faith or upon the advice of
counsel in connection with the Plan or any Award granted or awarded under the
Plan.

12.11. Governing Law. The law of the state of Delaware will govern issues
related to the validity and issuance of Shares. All other terms, conditions and
provisions of, and restrictions upon, this Plan, and Awards granted hereunder,
will be construed and administered in accordance with the law of the state in
which the Company's principal executive offices are located.

12.12. Conflict. Unless specifically stated otherwise in an Agreement, if a
term, condition or provision of, or restriction upon, the Plan conflicts with
the term, condition or provision of, or restriction upon, any Agreement, the
term of the Plan will control.

May 15, 2006