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EXHIBIT 10.2

LEAR CORPORATION
LONG-TERM STOCK INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1997)

CONFORMED COPY

LEAR CORPORATION
LONG-TERM STOCK INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1997)

LEAR CORPORATION
LONG-TERM STOCK INCENTIVE PLAN
TABLE OF CONTENTS

Page
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Article 1. Establishment, Objectives and Duration . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Article 2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Article 3. Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Article 4. Shares Subject to the Plan and Maximum Awards . . . . . . . . . . . . . . . . . . . . . . . . 7

Article 5. Eligibility and Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Article 6. Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Article 7. Stock Appreciation Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Article 8. Restricted Stock, Restricted Stock Units and Restricted Units . . . . . . . . . . . . . . . . 13

Article 9. Performance Units and Performance Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Article 10. Performance Measures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Article 11. Beneficiary Designation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Article 12. Deferrals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Article 13. Rights of Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Article 14. Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Article 15. Amendment, Modification and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Article 16. Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Article 17. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Article 18. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Article 19. Legal Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

LEAR CORPORATION
LONG-TERM STOCK INCENTIVE PLAN

ARTICLE 1 ESTABLISHMENT, OBJECTIVES AND DURATION

1.1 ESTABLISHMENT OF THE PLAN. Lear Corporation, a Delaware
corporation (hereinafter referred to as the "Company"), hereby establishes a
long-term incentive compensation plan to be known as the "Lear Corporation
Long-Term Stock Incentive Plan" (hereinafter referred to as the "Plan"), as set
forth in this document. The Plan permits the grant of Nonqualified Stock
Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock,
Restricted Units, Performance Shares and Performance Units. In addition, the
Plan provides the opportunity for the deferral of the payment of salary,
bonuses and other forms of incentive compensation.

Subject to the approval of the Company's stockholders, the Plan shall
become effective as of January 1, 1996 (the " Effective Date") and shall remain
in effect as provided in Section 1.3 hereof.

1.2 OBJECTIVES OF THE PLAN. The objectives of the Plan are to
optimize the profitability and growth of the Company through long- term
incentives which are consistent with the Company's objectives and which link
the interests of Participants to those of the Company's stockholders; to
provide Participants with an incentive for excellence in individual
performance; and to promote teamwork among Participants; and to give the
Company a significant advantage in attracting and retaining officers, key
employees and directors.

The Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract and retain the services of Participants who
make significant contributions to the Company's success and to allow
Participants to share in the success of the Company.

1.3 DURATION OF THE PLAN. The Plan shall commence on the
Effective Date, as described in Section 1.1 hereof, and shall remain in effect,
subject to the right of the Board of Directors to amend or terminate the Plan
at any time pursuant to Article 15 hereof, until all Shares subject to it
pursuant to Article 4 shall have been purchased or acquired according to the
Plan's provisions. However, in no event may an Award be granted under the Plan
on or after December 31, 2006.

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ARTICLE 2 DEFINITIONS

Whenever used in the Plan, the following terms shall have the meanings
set forth below, and when the meaning is intended, the initial letter of the
word shall be capitalized:

2.1 "AFFILIATES" means the Company's subsidiaries within the
meaning of Code Section 424(f) and, if any, the Company's parent within the
meaning of Code Section 424(e).

2.2 "AWARD" means, individually or collectively, a grant under
this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock
Appreciation Rights, Restricted Stock, Restricted Units, Performance Shares or
Performance Units.

2.3 "AWARD AGREEMENT" means an agreement entered into by the
Company and a Participant setting forth the terms and provisions applicable to
an Award or Awards granted under this Plan to such Participant or the terms and
provisions applicable to an election to defer compensation under Section 8.2.

2.4 "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall have the
meaning ascribed to such term in Rule 13d-3 of the General Rules and
Regulations under the Exchange Act.

2.5 "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors
of the Company.

2.6 "CAUSE" shall have the meaning set forth in any unexpired
employment or severance agreement between the Participant and the Company
and/or an Affiliate, and, in the absence of any such agreement, shall mean (i)
the willful and continued failure of the Participant to substantially perform
his or her duties with or for the Company or an Affiliate, (ii) the engaging by
the Participant in conduct which is significantly injurious to the Company or
an Affiliate, monetarily or otherwise, (iii) the Participant's conviction of a
felony, (iv) the Participant's abuse of illegal drugs or other controlled
substances or (v) the Participant's habitual intoxication. Unless otherwise
defined in the Participant's employment or severance agreement, an act or
omission is "willful" for this purpose if such act or omission was knowingly
done, or knowingly omitted to be done, by the Participant not in good faith and
without reasonable belief that such act or omission was in the best interest of
the Company or an Affiliate.

2.7 "CHANGE IN CONTROL" of the Company shall be deemed to have
occurred (as of a particular day, as specified by the Board) as of the first
day any one or more of the following paragraphs shall have been satisfied:

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(a) Any Person (other than the Company or a trustee or other
fiduciary holding securities under an employee benefit plan of
the Company, or a corporation owned directly or indirectly by
the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company)
becomes the Beneficial Owner, directly or indirectly, of
securities of the Company, representing more than twenty
percent of the combined voting power of the Company's then
outstanding securities; or

(b) During any period of twenty-six consecutive months
(not including any period prior to the Effective
Date), individuals who at the beginning of such
period constitute the Board (and any new Directors,
whose election by the Board or nomination for
election by the company's stockholders was approved
by a vote of at least two-thirds of the Directors
then still in office who either were Directors at the
beginning of the period or whose election or
nomination for election was so approved) cease for
any reason (except for death, Disability or voluntary
Retirement) to constitute a majority thereof; or

(c) The stockholders of the Company approve: (i) a plan
of complete liquidation or dissolution of the
Company; or (ii) an agreement for the sale or
disposition of all or substantially all the Company's
assets; or (iii) a merger, consolidation or
reorganization of the Company with or involving any
other corporation, other than a merger, consolidation
or reorganization that would result in the voting
securities of the Company outstanding immediately
prior thereto continuing to represent (either by
remaining outstanding or by being converted into
voting securities of the surviving entity) at least
eighty percent of the combined voting power of the
voting securities of the Company (or such surviving
entity) outstanding immediately after such merger,
consolidation, or reorganization.

2.8 "CODE" means the Internal Revenue Code of 1986, as amended
from time to time.

2.9 "COMMITTEE" means, as specified in Article 3 herein, the
Compensation Committee of the Board or such other committee as may be appointed
by the Board to administer the Plan.

2.10 "COMPANY" means Lear Corporation, a Delaware corporation, and
any successor thereto as provided in Article 18 herein.

2.11 "DIRECTOR" means any individual who is a member of the Board of
Directors of the Company.

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2.12 "DISABILITY" shall mean (a) long-term disability as defined
under the Company's long-term disability plan covering that individual, or (b)
if the individual is not covered by such a long-term disability plan,
disability as defined for purposes eligibility for a disability award under the
Social Security Act.

2.13 "EFFECTIVE DATE" shall have the meaning ascribed to such term
in Section 1.1 hereof.

2.14 "ELIGIBLE EMPLOYEE" means any officer or key employee of the
Company or any of its Affiliates. Directors who are not employed by the
Company or its Affiliates shall not be considered Eligible Employees under this
Plan.

2.15 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor act thereto.

2.16 "EXERCISE PRICE" means the price at which a Share may be
purchased by a Participant pursuant to an Option.

2.17 "FAIR MARKET VALUE" means:

(a) the average of the high and low prices of publicly
traded Shares on the national securities exchange on
which the Shares as listed (if the Shares are so
listed) or on the NASDAQ National Market System (if
the Shares are regularly quoted on the NASDAQ
National Market System);

(b) if not so listed or regularly quoted, the mean between
the closing bid and asked prices of publicly traded Shares in
the over-the-counter market; and

(c) if such bid and asked prices are not available, as
reported by any nationally recognized quotation service
selected by the Committee or as determined by the Committee.

2.18 "FREESTANDING SAR" means an SAR that is granted independently
of any Options, as described in Article 7 herein.

2.19 "INCENTIVE STOCK OPTION" or "ISO" means an option to purchase
Shares granted under Article 6 herein which is designated as an Incentive Stock
Option and that is intended to meet the requirements of Code Section 422.

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2.20 "NONEMPLOYEE DIRECTOR" means an individual who is a member of
the Board of Directors of the Company but who is not an employee of the Company
or any of its Affiliates.

2.21 "NONQUALIFIED STOCK OPTION" or "NQSO" means an option to
purchase Shares granted under Article 6 herein that is not intended to meet the
requirements of Code Section 422.

2.22 "OPTION" means an Incentive Stock Option or a Nonqualified
Stock Option, as described in Article 6 herein.

2.23 "PARTICIPANT" means an Eligible Employee who has been selected
by the Committee to participate in the Plan pursuant to Section 5.2 and who has
outstanding an Award granted under the Plan. The term "Participant" shall not
include Nonemployee Directors.

2.24 "PERFORMANCE-BASED EXCEPTION" means the performance-based
exception from the tax deductibility limitations of Code Section 162(m) and any
regulations promulgated thereunder.

2.25 "PERFORMANCE SHARE" means an Award granted to a Participant,
as described in Article 9 herein.

2.26 "PERFORMANCE UNIT" means an Award granted to a Participant, as
described in Article 9 herein.

2.27 "PERSON" shall have the meaning ascribed to such term in
Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
thereof, including a "group" as defined in Section 13(d) thereof.

2.28 "RESTRICTION PERIOD" means the period during which the
transfer of Shares of Restricted Stock/Units is limited in some way (based on
the passage of time, the achievement of performance objectives, or upon the
occurrence of other events as determined by the Committee, at its discretion),
and/or the Restricted Stock/Units are not vested.

2.29 "RESTRICTED STOCK" means a contingent grant of stock awarded
to a Participant pursuant to Article 8 herein.

2.30 "RESTRICTED STOCK UNIT" means a Restricted Unit granted to a
Participant, as described in Article 8 herein, which is payable in Shares.

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2.31 "RESTRICTED UNIT" means a notional account established
pursuant to an Award granted to a Participant, as described in Article 8
herein, which is (a) credited with amounts equal to Shares, or some other unit
of measurement specified in the Award Agreement, (b) subject to restrictions
and (c) payable in cash or Shares.

2.32 "RETIREMENT" shall mean termination of employment on or after
(a) attaining the age established by the Company as the normal retirement age
in any unexpired employment agreement between the Participant and the Company
and/or an Affiliate, or, in the absence of such an agreement, the normal
retirement age under the tax-qualified defined benefit retirement plan or, if
none, the tax-qualified defined contribution retirement plan, sponsored by the
Company or an Affiliate in which the Participant participates, or (b) attaining
age sixty-two with ten years of service with the Company and/or an Affiliate
provided the retirement is approved by the Chief Executive Officer of the
Company unless the Participant is an officer subject to Section 16 of the
Exchange Act in which case the retirement must be approved by the Committee.

2.33 "SHARES" means the shares of common stock, $.01 par value, of
the Company.

2.34 "STOCK APPRECIATION RIGHT" or "SAR" means an Award, granted
alone or in connection with a related Option, designated as an SAR, pursuant to
the terms of Article 7 herein.

2.35 "TANDEM SAR" means an SAR that is granted in connection with a
related Option pursuant to Article 7 herein, the exercise of which requires
forfeiture of the right to purchase a Share under the related Option (and when
a Share is purchased under the Option, the Tandem SAR shall similarly be
canceled).

ARTICLE 3 ADMINISTRATION

3.1 THE COMMITTEE. The Plan shall be administered by the
Compensation Committee of the Board, or by any other Committee appointed by the
Board, which Committee (unless otherwise determined by the Board) shall satisfy
the "nonemployee director" requirements of Rule 16 b-3 under the Exchange Act
and the regulations of Rule 16b-3 under the Exchange Act and the "outside
director" provisions of Code Section 162(m), or any successor regulations or
provisions. The members of the Committee shall be appointed from time to time
by, and shall serve at the discretion of, the Board of Directors. The
Committee shall act by a majority of its members at the time in office and
eligible to vote on any particular matter, and such action may be taken either
by a vote at a meeting or in writing without a meeting.

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3.2 AUTHORITY OF THE COMMITTEE. Except as limited by law and
subject to the provisions herein, the Committee shall have full power to:
select Eligible Employees who shall participate in the Plan; select Nonemployee
Directors to receive Awards under Article 6; determine the sizes and types of
Awards; determine the terms and conditions of Awards in a manner consistent
with the Plan; construe and interpret the Plan and any agreement or instrument
entered into under the Plan; establish, amend or waive rules and regulations
for the Plan's administration; and (subject to the provisions of Article 15
herein) amend the terms and conditions of any outstanding Award to the extent
such terms and conditions are within the discretion of the Committee as
provided in the Plan. Further, the Committee shall make all other
determinations which may be necessary or advisable for the administration of
the Plan. As permitted by law and consistent with Section 3.1, the Committee
may delegate its authority as identified herein.

3.3 DECISIONS BINDING. All determinations and decisions made by
the Committee pursuant to the provisions of the Plan shall be final, conclusive
and binding on all persons, including the Company, its Board of Directors, its
stockholders, all Affiliates, employees, Participants and their estates and
beneficiaries.

ARTICLE 4 SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

4.1 NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to adjustment
as provided in Section 4.3 herein, the number of Shares that may be issued or
transferred to Participants under the Plan shall be 2,200,000 Shares. The
maximum numbers of Shares that may be issued or transferred to the Participants
under Restricted Stock Units and Performance Units shall be 700,000.

The maximum number of Shares and Share equivalent units that may be
granted during any calendar year to any one Participant, under Options,
Freestanding SARs, Restricted Stock, Restricted Units or Performance Shares,
shall be 50,000 Shares (on an aggregate basis for all such types of Awards),
which limit shall apply regardless of whether such compensation is paid in
Shares or in cash.

4.2 LAPSED AWARDS. If any Award granted under this Plan is
canceled, terminates, expires or lapses for any reason, any Shares subject to
such Award again shall be available for the grant of an Award under the Plan
(other than for purposes of Subsection 4.1 above).

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4.3 ADJUSTMENTS IN AUTHORIZED SHARES.

(a) In the event the Shares, as presently constituted,
shall be changed into or exchanged for a different
number or kind of shares of stock or other securities
of the Company or of another corporation (whether by
reason of merger, consolidation, recapitalization,
reclassification, split, reverse split, combination
of shares, or otherwise) or if the number of such
Shares shall be increased through the payment of a
stock dividend, then there shall be substituted for
or added to each Share theretofore appropriated or
thereafter subject or which may become subject to an
Award under this Plan, the number and kind of shares
of stock or other securities into which each
outstanding Share shall be so changed, or for which
each such Share shall be exchanged, or to which each
such Share shall be entitled, as the case may be.
Outstanding Awards shall also be appropriately
amended as to price and other terms as may be
necessary to reflect the foregoing events. In the
event there shall be any other change in the number
or kind of the outstanding Shares, or of any stock or
other securities into which such Shares shall have
been changed, or for which it shall have been
exchanged, then, if the Committee shall, in its sole
discretion, determine that such change equitably
requires an adjustment in any Award therefore granted
or which may be granted under the Plan, such
adjustments shall be made in accordance with such
determination.

(b) Fractional Shares resulting from any adjustment in
Awards pursuant to this section may be settled in
cash or otherwise as the Committee shall determine.
Notice of any adjustment shall be given by the
Company to each Participant who holds an Award which
has been so adjusted and such adjustment (whether or
not such notice is given) shall be effective and
binding for all purposes of the Plan.

ARTICLE 5 ELIGIBILITY AND PARTICIPATION

5.1 ELIGIBILITY. Persons eligible to participate in this Plan
consist of all Eligible Employees, including Eligible Employees who are members
of the Board, and Nonemployee Directors but only to the extent provided herein.

5.2 ACTUAL PARTICIPATION. Subject to the provisions of the Plan,
the Committee may, from time to time, select from all Eligible Employees, those
to whom Awards shall be granted and shall determine the nature and amount of
each Award.

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ARTICLE 6 STOCK OPTIONS

6.1 GRANT OF OPTIONS. Subject to the terms and provisions of the
Plan, Options may be granted to Eligible Employees in such number, and upon
such terms, and at any time and from time to time as shall be determined by the
Committee. In addition, NQSO may be granted to Nonemployee Directors in such
number, and upon such terms, and at any time and from time to time as shall be
determined by the Committee.

6.2 AWARD AGREEMENT. Each Option grant shall be evidenced by an
Award Agreement that shall specify the Exercise Price, the duration of the
Option, the number of Shares to which the Option pertains, the manner, time and
rate of exercise or vesting of the Option, and such other provisions as the
Committee shall determine. The Award Agreement also shall specify whether the
Option is intended to be an ISO within the meaning of Code Section 422 or an
NQSO which is not intended to qualify under the provisions of Code Section 422.

6.3 EXERCISE PRICE. The Exercise Price for each share subject to
an Option granted under this Plan shall be at least equal to one hundred
percent of the Fair Market Value of a Share on the date the Option is granted.

6.4 DURATION OF OPTIONS. Each Option granted to an Eligible
Employee or a Nonemployee Director shall expire at such time as the Committee
shall determine at the time of grant; provided, however, that no Option shall
be exercisable later than the tenth anniversary of the date of its grant.

6.5 DIVIDEND EQUIVALENTS. The Committee may grant dividend
equivalents in connection with Options granted under this Plan. Such dividend
equivalents may be payable in cash or in Shares, upon such terms as the
Committee, in its sole discretion, deems appropriate.

6.6 EXERCISE OF OPTIONS. Options granted under this Article 6
shall be exercisable at such times and be subject to such restrictions and
conditions as the Committee shall in each instance approve, which need not be
the same for each Award or for each Participant.

6.7 PAYMENT. Options granted under this Article 6 shall be
exercised by the delivery of a written notice of exercise to the Company,
setting forth the number of Shares with respect to which the Option is to be
exercised accompanied by full payment for the Shares and any withholding
tax-relating to the exercise of the Option.

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The Exercise Price, and any related withholding taxes, upon exercise
of any Option shall be payable to the Company in full either: (a) in cash, or
its equivalent, in United States dollars, or (b) if permitted in the governing
Award Agreement, by tendering previously acquired Shares having an aggregate
Fair Market Value at the time of exercise equal to the total Exercise Price, or
(c) if permitted in the governing Award Agreement, by a combination of (a) and
(b). The Committee also may allow cashless exercise as permitted under Federal
Reserve Board's Regulation T, subject to applicable securities law
restrictions, or by any other means which the Committee determines to be
consistent with the Plan's purpose and applicable law.

6.8 RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee may
impose such restrictions on any Shares acquired pursuant to the exercise of an
Option granted under this Article 6 as the Committee deems necessary or
advisable, including, without limitation, restrictions under applicable federal
securities laws, under the 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.

6.9 TERMINATION OF EMPLOYMENT. Each Option Award Agreement shall
set forth the extent to which the Participant shall have the right to exercise
the Option following termination of the Participant's employment with the
Company and all Affiliates. Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Award Agreement entered
into with each Participant or Nonemployee Director, need not be uniform among
all Options issued pursuant to this Article 6, and may reflect distinctions
based on the reasons for termination of employment.

6.10 TRANSFERABILITY OF OPTIONS.

(a) Except as provided in paragraph (b), an Option shall
be transferable only by will or the laws of descent and distribution,
or pursuant to a domestic relations order (as defined in Code Section
414(p)).

(b) Notwithstanding anything contained herein to the
contrary, the Committee may grant an Option pursuant to an Agreement
that permits transfer of any portion of that Option by the Participant
to (i) the Participant's spouse, children, step-children,
grandchildren or step-grandchildren ("Immediate Family Members"), (ii)
a trust or trusts for the exclusive benefit of Immediate Family
Members, (iii) a partnership in which Immediate Family Members are the
only partners or (iv) any other person as determined by the Committee.
Such a transfer shall only be permitted if there is no consideration

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for the transfer, or the transfer is to a partnership in which
Immediate Family Members are the only partners and the Participant's
sole consideration for the transfer was an interest in the
partnership. Such a transfer shall only become effective upon written
notice to the Committee of the transfer. Following the transfer of an
Option, it shall remain subject to the same terms and conditions that
were applicable immediately prior to the transfer and the term
"Participant" shall be deemed to refer to the transferee except that
events concerning the continuation of employment shall continue to
apply with respect to the original Participant not the transferee. A
transferee of an Option may not transfer the Option except as provided
in paragraph (a).

(c) Options shall be exercisable during the Participant's
lifetime only by the Participant or a transferee pursuant to paragraph
(b) hereof, or by the guardian or legal representative of the same.
The Committee may, in its discretion, require a guardian or legal
representative to supply it with such evidence as the Committee deems
necessary to establish the authority of the guardian or legal
representative to exercise the Option on behalf of the Participant or
transferee, as the case may be.

(d) Except as limited by applicable securities laws and
the provisions of Section 6.8 hereof, shares of Common Stock acquired
upon exercise of Options hereunder shall be freely transferable.

ARTICLE 7 STOCK APPRECIATION RIGHTS

7.1 GRANT OF SARS. Subject to the terms and conditions of the
Plan. SARs may be granted to Participants at any time and from time to time as
shall be determined by the Committee. The Committee may grant Freestanding
SARs, Tandem SARs or any combination of these forms of SAR.

The Committee shall have sole discretion in determining the number of
SARs granted to each Participant (subject to Article 4 herein) and, consistent
with the provisions of the Plan, in determining the terms and conditions
pertaining to such SARs.

The grant price of a Freestanding SAR shall equal the Fair Market
Value of a Share on the date of grant of the SAR. The grant price of Tandem
SARs shall equal the Exercise Price of the related Option.

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7.2 EXERCISE OF TANDEM SARS. Tandem SARs may be exercised for all
or part of the Shares subject to the related Option upon the surrender of the
right to exercise the equivalent portion of the related Option. A Tandem SAR
may be exercised only with respect to the Shares for which its related Option
is then exercisable.

7.3 EXERCISE OF FREESTANDING SARS. Freestanding SARs may be
exercised upon whatever terms and conditions the Committee, in its sole
discretion, imposes upon them.

7.4 AWARD AGREEMENT. Each SAR grant shall be evidenced by an
Award Agreement that shall specify the grant price, the term of the SAR and
such other provisions as the Committee shall determine.

7.5 TERM OF SARS. The term of an SAR granted under the Plan shall
be determined by the Committee, in its sole discretion; provided, however, that
such term shall not exceed ten years.

7.6 PAYMENT OF SAR AMOUNT. Upon exercise of an SAR, a Participant
shall be entitled to receive payment from the Company in an amount determined
by multiplying:

(a) The excess (or some portion of such excess as
determined at the time of the grant by the
Committee) if any, of the Fair Market Value
of a Share on the date of exercise of the SAR
over the grant price specified in the Award
Agreement; by

(b) The number of Shares with respect to which the SAR is
exercised.

At the sole discretion of the Committee, the payment upon SAR exercise
may be in cash, in Shares of equivalent Fair Market Value or in some
combination thereof.

7.7 TERMINATION OF EMPLOYMENT. Each SAR Award Agreement shall set
forth the extent to which the Participant shall have the right to exercise the
SAR following termination of the Participant's employment with the Company and
all Affiliates. Such provisions shall be determined in the sole discretion of
the Committee, shall be included in the Award Agreement entered into with
Participants, need not be uniform among all SARs issued pursuant to the Plan,
and may reflect distinctions based on the reasons for termination of
employment.

7.8 NONTRANSFERABILITY OF SARS. Except as otherwise provided in a
Participant's Award Agreement, no SAR granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise

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alienated or hypothecated, other than by will or by the laws of descent and
distribution. Further, except as otherwise provided in a Participant's Award
Agreement, all SARs granted to a Participant under the Plan shall be
exercisable during the Participant's lifetime only by such Participant or the
Participant's guardian or legal representative. The Committee may, in its
discretion, require a Participant's guardian or legal representative to supply
it with such evidence as the Committee deems necessary to establish the
authority of the guardian or legal representative to act on behalf of the
Participant.

ARTICLE 8 RESTRICTED STOCK, RESTRICTED STOCK UNITS AND RESTRICTED UNITS

8.1 GRANT OF RESTRICTED STOCK/UNITS. Subject to the terms and
provisions of the Plan, the Committee may, at any time and from time to time,
grant Restricted Stock and/or Restricted Units to Participants in such amounts
as the Committee shall determine. Each grant of Restricted Stock shall be
represented by the number of Shares to which the Award relates. Each grant of
restricted Units shall be represented by the number of Share equivalent units
to which the Award relates.

8.2 DEFERRAL OF COMPENSATION INTO RESTRICTED STOCK UNITS.
Subject to the terms and provisions of the Plan, the Committee may, at any time
and from time to time, allow (or require with respect to bonuses) selected
Eligible Employees to defer the payment of any portion of their salary and/or
annual bonuses pursuant to this Section. A Participant's deferral under this
Section shall be credited to the Participant in the form of Restricted Stock
Units. The Committee shall establish rules and procedures for such deferrals
as it deems appropriate.

In consideration for forgoing compensation, the dollar amount so
deferred by a Participant shall be increased by twenty-five percent (or such
lesser percentage as the Committee may determine) for purposes of determining
the amount of Restricted Stock Units to credit to the Participant. If a
Participant's compensation is so deferred, there shall be credited to the
Participant as of the date specified in the Award Agreement a number of
Restricted Stock Units (determined to the nearest 100th of a unit) equal to the
amount of the deferral (increased as described above) divided by the Fair
Market Value of a Share on such date.

8.3 AWARD AGREEMENT. Each Restricted Stock/Unit grant shall be
evidenced by an Award Agreement that shall specify the Restriction Periods, the
number of Shares or Share equivalent units granted, and such other provisions
as the Committee shall determine.

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8.4 NONTRANSFERABILITY. Except as provided in this Article 8, the
Restricted Stock/Units granted herein may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the end of the
applicable Restriction Period established by the Committee and as specified in
the Award Agreement, or upon earlier satisfaction of any other conditions, as
specified by the Committee in its sole discretion and as set forth in the Award
Agreement. All rights with respect to Restricted Stock/Units granted to a
Participant under the Plan shall be available during the Participant's lifetime
only to such Participant or the Participant's guardian or legal representative.
The Committee may, in its discretion, require a Participant's guardian or legal
representative to supply it with such evidence as the Committee deems necessary
to establish the authority of the guardian or legal representative to act on
behalf of the Participant.

8.5 OTHER RESTRICTIONS. Subject to Article 11 herein, the
Committee may impose such other conditions and/or restrictions on any
restricted Stock/Units granted pursuant to the Plan as it deems advisable
including, without limitation, restrictions based upon the achievement of
specific performance objectives (Company-wide, business unit, and/or
individual), time-based restrictions on vesting following the attainment of the
performance objectives, and/or restrictions under applicable federal or state
securities laws.

The Company shall retain the certificates representing Shares of
restricted Stock in the Company's possession until such time as all conditions
and/or restrictions applicable to such Shares have been satisfied.

8.6 PAYMENT OF AWARDS. Except as otherwise provided in this
Article 8, (i) Shares covered by each Restricted Stock grant made under the
Plan shall become freely transferable by the Participant after the last day of
the applicable Restriction Period and (ii) Share equivalent units covered by
each Restricted Unit under Section 8.1 or 8.2 shall be paid out in cash or
Shares to the Participant following the last day of the applicable Restriction
Period or such later date as provided in the Award Agreement.

8.7 VOTING RIGHTS. During the Restriction Period, Participants
holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares.

8.8 DIVIDENDS AND OTHER DISTRIBUTIONS. During the Restriction
Period, Participants holding Shares of Restricted Stock/Units hereunder shall
be credited with regular cash dividends or dividend equivalents paid with
respect to the underlying Shares or Share equivalent units while they are so
held. Such dividends may be paid currently, accrued as contingent cash
obligations, or

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converted into additional Shares or units of Restricted Stock/Units, upon such
terms as the Committee establishes.

The Committee may apply any restrictions to the crediting and payment
of dividends and other distributions that the Committee deems advisable.
Without limiting the generality of the preceding sentence, if the grant or
vesting of Restricted Stock/Units is designed to qualify for the
Performance-Based Exception, the Committee may apply any restrictions it deems
appropriate to the payment of dividends declared with respect to such
Restricted Stock/Units, such that the dividends and/or the Restricted
Stock/Units maintain eligibility for the Performance- Based Exception.

8.9 TERMINATION OF EMPLOYMENT. Each Award Agreement shall set
forth the extent to which the Participant shall have the right to retain
unvested Restricted Stock/Units following termination of the Participant's
employment with the Company or an Affiliate. Such provisions shall be
determined in the sole discretion of the Committee, shall be included in the
Award Agreement entered into with each Participant, need not be uniform among
all Awards of Restricted Stock/Units issued pursuant to the Plan, and may
reflect distinctions based on the reasons for termination of employment.

ARTICLE 9 PERFORMANCE UNITS AND PERFORMANCE SHARES

9.1 GRANT OF PERFORMANCE UNITS/SHARES. Subject to the terms of
the Plan, Performance Units and/or Performance Shares may be granted to
Participants in such amounts and upon such terms, and at any time and from time
to time, as shall be determined by the Committee.

9.2 VALUE OF PERFORMANCE UNITS/SHARES. Each Performance Unit
shall have an initial value that is established by the Committee at the time of
grant. Each Performance Share shall have an initial value equal to the Fair
Market Value of a Share on the date of grant. The Committee shall set
performance objectives in its discretion which, depending on the extent to
which they are met, will determine the number and/or value of Performance
Units/Shares that will be paid out to the Participant. For purposes of this
Article 9, the time period during which the performance objectives must be met
shall be called a "Performance Period" and shall be set by the Committee in its
discretion.

9.3 EARNING OF PERFORMANCE UNITS/SHARES. Subject to the terms of
this Plan, after the applicable Performance Period has ended, the holder of
Performance Units/Shares shall be entitled to receive payout on the number and
value of Performance Units/Shares earned by the Participant

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over the Performance Period, to be determined as a function of the extent to
which the corresponding performance objectives have been achieved.

9.4 AWARD AGREEMENT. Each grant of Performance Units and/or
Performance Shares shall be evidenced by an Award Agreement which shall specify
the material terms and conditions of the Award, and such other provisions as
the Committee shall determine.

9.5 FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES.
Except as provided in Article 12, payment of earned Performance Units/Shares
shall be made within seventy-five calendar days following the close of the
applicable Performance Period in a manner determined by the Committee, in its
sole discretion. Subject to the terms of this Plan, the Committee, in its sole
discretion, may pay earned Performance Units/Shares in the form of cash or in
Shares (or in a combination thereof). Such Shares may be paid subject to any
restrictions deemed appropriate by the Committee.

9.6 TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR
RETIREMENT. Unless determined otherwise by the Committee and set forth in the
Participant's Award Agreement, in the event the employment of a Participant is
terminated by reason of death, Disability or Retirement during a Performance
Period, the Participant shall receive a payout of the Performance Units/Shares
which is prorated, as specified by the Committee in its discretion in the Award
Agreement. Payment of earned Performance Units/Shares shall be made at a time
specified by the Committee in its sole discretion and set forth in the
Participant's Award Agreement.

9.7 TERMINATION OF EMPLOYMENT FOR OTHER REASONS. In the event
that a Participant's employment terminates during a Performance Period for any
reason other than those reasons set forth in Section 9.6 herein, all
Performance Units/Shares shall be forfeited by the Participant to the Company,
unless determined otherwise by the Committee in the Participant's Award
Agreement.

9.8 NONTRANSFERABILITY. Except as otherwise provided in a
Participant's Award Agreement, Performance Units/Shares may not be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, except as
otherwise provided in a Participant's Award Agreement, a Participant's rights
under the Plan shall be exercisable during the Participant's lifetime only by
such Participant or Participant's guardian or legal representative. The
Committee may, in its discretion, require a Participant's guardian or legal
representative to supply it with such evidence as the Committee deems necessary
to establish the authority of the guardian or legal representative to act on
behalf of the Participant.

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ARTICLE 10 PERFORMANCE MEASURES

Unless and until the Committee proposes for shareholder approval and
the Company's shareholders approve a change in the general performance measures
set forth in this Article 10, the attainment of which may determine the degree
of payout and/or vesting with respect to Awards which are designed to qualify
for the Performance-Based Exception, the performance measure(s) to be used for
purposes of such awards shall be chosen from among the following alternatives:

(a) return to shareholders (absolute or peer-group comparative);

(b) stock price increase (absolute or peer-group comparative);

(d) return on equity;

(e) return on capital;

(f) cash flow, including operating cash flow, free cash
flow, discounted cash flow return on investment, and
cash flow in excess of cost of capital;

(g) economic value added (income in excess of capital costs); or

(h) market share.

The Committee shall have the discretion to adjust the determinations
of the degree of attainment of the preestablished performance objectives;
provided, however, that Awards which are designed to qualify for the
Performance-Based Exception may not be adjusted upward (the Committee shall
retain the discretion to adjust such Awards downward), except to the extent
permitted under Code Section 162(m) to reflect accounting changes or other
events.

In the event that Code Section 162(m) or applicable tax and/or
securities laws change to permit Committee discretion to alter the governing
performance measures without obtaining shareholder approval of such changes,
the Committee shall have sole discretion to make such changes without obtaining
shareholder approval. In addition, in the event that the Committee determines
that it is advisable to grant Awards which shall not qualify for the
Performance-Based

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Exception, the Committee may make such grants without satisfying the
requirements of Code Section 162(m).

ARTICLE 11 BENEFICIARY DESIGNATION

Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of the death of the
Participant before he or she receives any or all of such benefit. Each such
designation shall revoke all prior designations by the same Participant, shall
be in a form prescribed by the Committee during the Participant's lifetime. If
the Participant's designated beneficiary predeceases the Participant or no
beneficiary has been designated, benefits remaining unpaid at the Participant's
death shall be paid to the Participant's spouse or if none, the Participant's
estate.

ARTICLE 12 DEFERRALS

The Committee may permit or require a Participant to defer such
Participant's receipt of the payment of cash or the delivery of Shares that
would otherwise be due to such Participant by virtue of the exercise of an
Option or SAR, the lapse or waiver of restrictions with respect to Restricted
Stock/Units, or the satisfaction of any requirements or objectives with respect
to Performance Units/Shares. If any such deferral election is permitted or
required, the Committee shall, in its sole discretion, establish rules and
procedures for such deferrals. Notwithstanding the foregoing, the Committee in
its sole discretion may defer payment of cash or the delivery of Shares that
would otherwise be due to a Participant under the Plan if such payment or
delivery would result in compensation not deductible by the Company or an
Affiliate by virtue of Code Section 162(m). Such a deferral may continue until
the payment or delivery would result in compensation deductible by the Company
under Code Section 162 (m).

ARTICLE 13 RIGHTS OF EMPLOYEES

13.1 EMPLOYMENT. Nothing in the Plan shall interfere with or limit
in any way the right of the Company or any Affiliate to terminate any
Participant's employment at any time, or confer upon any Participant any right
to continue in the employ of the Company or any Affiliate.

13.2 PARTICIPATION. No Eligible Employee shall have the right to
be selected to receive an Award under this Plan, or, having been so selected,
to be selected to receive a future Award.

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ARTICLE 14 CHANGE IN CONTROL

14.1 TREATMENT OF OUTSTANDING AWARDS. Upon the occurrence of a
Change in Control, unless otherwise specifically prohibited under applicable
laws, or by the rules and regulations of any governing governmental agencies or
national securities exchanges:

(a) Any and all outstanding Options and SARs granted
hereunder shall become immediately exercisable, and
shall remain exercisable throughout their entire
term.

(b) Any Periods of Restriction and restrictions imposed
on Restricted Stock/Units shall lapse; provided,
however, that the degree of vesting associated with
Restricted Stock/Units which has been conditioned
upon the achievement of performance conditions
pursuant to Section 8.4 herein shall be determined in
the manner set forth in Section 14.1(c) herein.

(c) Except as otherwise provided in the Award Agreement,
the vesting of all Performance Units and Performance
Shares shall be accelerated as of the effective date
of the Change in Control, and there shall be paid out
in cash to Participants within thirty days following
the effective date of the Change in Control a pro
rata amount based upon an assumed achievement of all
relevant performance objectives at target levels, and
upon the length of time within the Performance Period
which has elapsed prior to the effective date of the
Change in Control; provided, however, that in the
event the Committee determines that actual
performance to the effective date of the Change in
Control exceeds target levels, the prorated payouts
shall be made at levels commensurate with such actual
performance (determined by extrapolating such actual
performance to the end of the Performance Period),
based upon the length of time within the Performance
Period which has elapsed prior to the effective date
of the Change in Control.

14.2 TERMINATION, AMENDMENT, AND MODIFICATIONS OF CHANGE IN-CONTROL
PROVISIONS. Notwithstanding any other provision of this Plan or any Award
Agreement provision, the provisions of this Article 14 may not be terminated,
amended, or modified on or after the effective date of a Change in Control to
affect adversely any Award theretofore granted under the Plan without the prior
written consent of the Participant with respect to said Participant's
outstanding Awards.

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ARTICLE 15 AMENDMENT, MODIFICATION AND TERMINATION

15.1 AMENDMENT, MODIFICATION AND TERMINATION. Subject to Section
14.2 herein, the Board may at any time and from time to time, alter, amend,
modify or terminate the Plan in whole or in part.

Subject to the terms and conditions and within the limitations of the
Plan, the Committee may modify, extend or renew outstanding Awards granted
under the Plan. The Committee may not lower the exercise price of outstanding
Awards, or accept surrender of outstanding Awards (to the extent not
theretofore exercised) and grant new Awards in substitution therefor (to the
extent not theretofore exercised) without approval of the holders of a majority
of the outstanding voting stock of the Company. The Committee shall not,
however, modify any outstanding Incentive Stock Option so as to specify a lower
Exercise Price. Notwithstanding the foregoing, no modification of an Award
shall, without the consent of the Participant, alter or impair any rights or
obligations under any Award theretofore granted under the Plan.

15.2 ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual
or nonrecurring events (including, without limitation, the events described in
Section 4.3 hereof) affecting the Company or the financial statements of the
Company or of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, subject to the
requirements of Code Section 162(m) for the Performance-Based Exception in the
case of Awards designed to qualify for the Performance-Based Exception.

15.3 AWARDS PREVIOUSLY GRANTED. No termination, amendment or
modification of the Plan shall adversely affect in any material way any Award
previously granted under the Plan, without the written consent of the
Participant holding such Award.

15.4 COMPLIANCE WITH CODE SECTION 162(M). Awards relating to
years after 1996, when Code Section 162(m) is applicable, shall comply with the
requirements of Code Section 162(m); provided, however, that in the event the
Committee determines that such compliance is not desired with respect to any
Award or Awards available for grant under the Plan, then compliance with Code
Section 162(m) will not be required. In addition, in the event that changes
are made to Code Section 162(m) to permit greater flexibility with respect to
any Award or Awards available under the Plan, the Committee may, subject to
this Article 15, make any adjustments it deems appropriate.

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ARTICLE 16 WITHHOLDING

16.1 TAX WITHHOLDING. The Company shall have the power and the
right to deduct or withhold, or require a Participant to remit to the Company,
an amount (either in cash or Shares) sufficient to satisfy federal, state, and
local taxes, domestic or foreign, required by law or regulation to be withheld
with respect to any taxable event arising as a result of this Plan.

16.2 SHARE WITHHOLDING. With respect to withholding required upon
the exercise of Options or SARs, upon the lapse of restrictions on Restricted
Stock, or upon any other taxable event arising as a result of Awards granted
hereunder, the Company may satisfy the minimum withholding requirement for
supplemental wages, in whole or in part, by withholding Shares having a Fair
Market Value (determined on the date the Participant recognizes taxable income
on the Award) equal to the withholding tax required to be collected on the
transaction. The Participant may elect, subject to the approval of the
Committee, to deliver the necessary funds to satisfy the withholding obligation
to the Company, in which case there will be no reduction in the Shares
otherwise distributable to the Participant.

Notwithstanding the foregoing, if an Option is transferred pursuant to
Section 6.10, any withholding obligation shall not be satisfied with Shares
issuable upon exercise of the Option and may be paid by the Participant (not
the transferee) with (i) cash or by certified or cashier's check; (ii) Share
acquired through the exercise of an Option granted by the Company which Shares
has been held by the Participant for at least one year, or any other Shares
already owned by, and in the possession of, the Participant; or (iii) any
combination of cash, certified or cashier's check, and Shares meeting the
requirements of clause (ii) above.

ARTICLE 17 INDEMNIFICATION

Each person who is or been a member of the Committee, or of the Board,
shall be indemnified and held harmless by the Company against and from any
loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by such person in connection with or resulting from any claim, action,
suit, or proceeding to which such person may be a party or in which such person
may be involved by reason of any action taken or failure to act under the Plan
and against and from any and all amounts paid by such person in a settlement
approved by the Company, or paid by such person in satisfaction of any judgment
in any such action, suit, or proceeding against such person, provided such
person shall give the Company an opportunity, at its own expense, to handle and
defend the same before such person undertakes to handle and defend it. The
foregoing right of indemnification shall not be exclusive of any other rights
of indemnification to which such persons

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may be entitled under the Company's Articles of Incorporation or By-Laws, as a
matter of law, or otherwise, or any power that the Company may have to
indemnify them or hold them harmless.

ARTICLE 18 SUCCESSORS

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

ARTICLE 19 LEGAL CONSTRUCTION

19.1 GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

19.2 SEVERABILITY. In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

19.3 REQUIREMENTS OF LAW. The granting of Awards and the issuance
of Share and/or cash payouts under the Plan shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.

19.4 SECURITIES LAW COMPLIANCE. With respect to any individual
who is, on the relevant date, an officer, director or ten percent beneficial
owner of any class of the Company's equity securities that is registered
pursuant to Section 12 of the Exchange Act, all as defined under Section 16 of
the Exchange Act, transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 under the Exchange Act, or any successor
rule. To the extent any provision of the Plan or action by the Committee fails
to so comply, it shall be deemed null and void, to the extent permitted by law
and deemed advisable by the Committee.

19.5 AWARDS TO FOREIGN NATIONALS AND EMPLOYEES OUTSIDE THE UNITED
STATES. To the extent the Committee deems it necessary, appropriate or
desirable to comply with foreign law of practice and to further the purposes of
this Plan, the Committee may, without amending the Plan, (i) establish rules
applicable to Awards granted to Participants who are foreign nationals, are

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employed outside the United States, or both, including rules that differ from
those set forth in this Plan, and (ii) grant Awards to such Participants in
accordance with those rules.

19.6 UNFUNDED STATUS OF THE PLAN. The 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 herein shall give any 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 created
under the Plan to deliver Shares or payments hereunder consistent with the
foregoing.

19.7 GOVERNING LAW. To the extent not preempted by federal law,
the Plan, and all agreements hereunder, shall be construed in accordance with
and governed by the laws of the State of Delaware.