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EXHIBIT 10.62

FIRST INDUSTRIAL REALTY TRUST, INC.

1997 STOCK INCENTIVE PLAN

TABLE OF CONTENTS

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT PARTICIPANTS AND DETERMINE AWARDS. . . . . . 6
SECTION 3. SHARES ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION. . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 4. ELIGIBILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 5. STOCK OPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 6. RESTRICTED STOCK AWARDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 7. PERFORMANCE SHARE AWARDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 8. STOCK APPRECIATION RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 9. DIVIDEND EQUIVALENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 10. TAX WITHHOLDING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 11. TRANSFER, LEAVE OF ABSENCE, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 12. AMENDMENTS AND TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 13. STATUS OF PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 14. CHANGE OF CONTROL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 15. GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 16. EFFECTIVE DATE OF PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 17. GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

FIRST INDUSTRIAL REALTY TRUST, INC.
1997 STOCK INCENTIVE PLAN

SECTION 1.GENERAL PURPOSE OF THE PLAN; DEFINITIONS.
The name of the plan is the First Industrial Realty Trust, Inc. 1997
Stock Incentive Plan (the "Plan"). The purpose of the Plan is to encourage and
enable the officers, employees and Directors of First Industrial Realty Trust,
Inc. (the "Company") and its Affiliates upon whose judgment, initiative and
efforts the Company largely depends for the successful conduct of its business
to acquire a proprietary interest in the Company. It is anticipated that
providing such persons with a direct stake in the Company's welfare will assure
a closer identification of their interests with those of the Company, thereby
stimulating their efforts on the Company's behalf and strengthening their
desire to remain with the Company.

The following terms shall be defined as set forth below:

"Act" means the Securities Exchange Act of 1934, as amended.

"Affiliate" means any entity other than the Company and its
Subsidiaries that is designated by the Board or the Committee as a
participating employer under the Plan, provided that the Company
directly or indirectly owns at least 20% of the combined voting power
of all classes of stock of such entity or at least 20% of the
ownership interests in such entity.

"Award" or "Awards", except where referring to a particular
category of grant under the Plan, shall include Incentive Stock
Options, Non-Qualified Stock Options, Restricted Stock Awards,
Performance Share Awards and Dividend Equivalents.

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

"Cause" means and shall be limited to a vote of the Board to
the effect that the participant should be dismissed as a result of (i)
any material breach by the participant of any agreement to which the
participant and the Company or an Affiliate are parties, (ii) any act
(other than retirement) or omission to act by the participant,
including without limitation, the commission of any crime (other than
ordinary traffic violations), which may have a material and adverse
effect on the business of the Company or any Affiliate or on the
participant's ability to perform services for the Company or any
Affiliate, or (iii) any material misconduct or neglect of duties by
the participant in connection with the business or affairs of the
Company or any Affiliate.

"Change of Control" is defined in Section 14.

"Code" means the Internal Revenue Code of 1986, as amended,
and any successor Code, and related rules, regulations and
interpretations.

"Committee" means any Committee of the Board referred to in
Section 2. "Director" means a member of the Board.

"Disability" means disability as set forth in Section 22(e)(3)
of the Code.

"Dividend Equivalent" means a right, granted under Section 9,
to receive cash, Stock, or other property equal in value to dividends
paid with respect to a specified number of shares of Stock or the
excess of dividends paid over a specified rate of return. Dividend
Equivalents may be awarded on a free-standing basis or in connection
with another Award, and may be paid currently or on a deferred basis.

"Effective Date" means the date on which the Plan is approved
by the Board as set forth in Section 16.

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"ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and the related rules, regulations and
interpretations.

"Fair Market Value" on any given date means the last reported
sale price at which Stock is traded on such date or, if no Stock is
traded on such date, the most recent date on which Stock was traded,
as reflected on the New York Stock Exchange or, if applicable, any
other national stock exchange which is the principal trading market
for the Stock.

"Incentive Stock Option" means any Stock Optiondesignated and
qualified as an "incentive stock option" as defined in Section 422 of
the Code.

"Non-Employee Director" means a member of the Board who: (i)
is not currently an officer of the Company or any Affiliate; (ii) does
not receive compensation for services rendered to the Company or any
Affiliate in any capacity other than as a Director; (iii) does not
possess an interest in any transaction with the Company for which
disclosure would be required under the securities laws; or (iv) is not
engaged in a business relationship with the Company for which
disclosure would be required under the securities laws.

"Non-Qualified Stock Option" means any Stock Option that is
not an Incentive Stock Option.

"Option" or "Stock Option" means any option to purchase shares
of Stock granted pursuant to Section 5.

"Parent" means a "parent corporation" as defined in Section
424(e) of the Code.

"Performance Share Award" means Awards granted pursuant to
Section 7.

"Restricted Stock Award" means Awards granted pursuant to
Section 6.

"Stock" means the Common Stock, $.01 par value per share, of
the Company, subject to adjustment pursuant to Section 3.

"Subsidiary" means any corporation (other than the Company) in
an unbroken chain of corporations, beginning with the Company if each
of the corporations (other than the last corporation in the unbroken
chain) owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in the
chain.

SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO
SELECT PARTICIPANTS AND DETERMINE AWARDS.

(a) Committee. The Plan shall be administered by a committee of
not less than two Non-Employee Directors, as appointed by the Board from time
to time (the "Committee").

(b) Powers of Committee. The Committee shall have the power and
authority to grant Awards consistent with the terms of the Plan, including the
power and authority:

(i) to select the officers, employees and Directors of
the Company and Affiliates to whom Awards may from time to time be
granted;

(ii) to determine the time or times of grant, and the
extent, if any, of Incentive Stock Options, Non-Qualified Stock
Options, Restricted Stock, Performance Shares and Dividend
Equivalents, or any combination of the foregoing, granted to any
officer, employee or Director;

(iii) to determine the number of shares to be covered by
any Award granted to an officer, employee or Director;

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(iv) to determine and modify the terms and conditions,
including restrictions, not inconsistent with the terms of the Plan,
of any Award granted to an officer, employee or Director, which terms
and conditions may differ among individual Awards and participants,
and to approve the form of written instruments evidencing the Awards;

(v) to accelerate the exercisability or vesting of all
or any portion of any Award granted to a participant;

(vi) subject to the provisions of Section 5(ii), to
extend the period in which Stock Options granted may be exercised;

(vii) to determine whether, to what extent and under what
circumstances Stock and other amounts payable with respect to an Award
granted to a participant shall be deferred either automatically or at
the election of the participant and whether and to what extent the
Company shall pay or credit amounts equal to interest (at rates
determined by the Committee) or dividends or deemed dividends on such
deferrals; and

(viii) to adopt, alter and repeal such rules, guidelines
and practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and
provisions of the Plan and any Award (including related written
instruments) granted to a participant; and to decide all disputes
arising in connection with and make all determinations it deems
advisable for the administration of the Plan.

All decisions and interpretations of the Committee shall be binding on
all persons, including the Company and Plan participants.

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SECTION 3. SHARES ISSUABLE UNDER THE PLAN; MERGERS;
SUBSTITUTION.

(a) Shares Issuable. The maximum number of shares of Stock
reserved and available for issuance under the Plan shall be 1,500,000. For
purposes of this limitation, the shares of Stock underlying any Awards which
are forfeited, canceled, reacquired by the Company, satisfied without the
issuance of Stock or otherwise terminated (other than by exercise) shall be
added back to the shares of Stock available for issuance under the Plan so long
as the participants to whom such Awards had been previously granted received no
benefits of ownership of the underlying shares of Stock to which the Award
related. Shares issued under the Plan may be authorized but unissued shares or
shares reacquired by the Company.

(b) Stock Dividends, Mergers, etc. In the event of any
recapitalization, reclassification, split-up or consolidation of shares of
Stock, separation (including a spin-off), dividend on shares of Stock payable
in capital stock, or other similar change in capitalization of the Company or a
merger or consolidation of the Company or sale by the Company of all or a
portion of its assets or other similar event, the Committee shall make such
appropriate adjustments in the exercise prices of Awards, including Awards then
outstanding, in the number and kind of securities, cash or other property which
may be issued pursuant to Awards under the Plan, including Awards then
outstanding, and in the number of shares of Stock with respect to which Awards
may be granted (in the aggregate and to individual participants) as the
Committee deems equitable with a view toward maintaining the proportionate
interest of the participant and preserving the value of the Awards.

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(c) Substitute Awards. The Committee may grant Awards under the
Plan in substitution for stock and stock based awards held by employees of
another corporation who concurrently become employees of the Company or an
Affiliate as the result of a merger or consolidation of the employing
corporation with the Company or an Affiliate or the acquisition by the Company
or an Affiliate of property or stock of the employing corporation. The
Committee may direct that the substitute awards be granted on such terms and
conditions as the Committee considers appropriate in the circumstances.

SECTION 4. ELIGIBILITY.

Participants in the Plan will be Directors and such full or part-time
officers and other employees of the Company and its Affiliates who are
responsible for or contribute to the management, growth or profitability of the
Company and its Affiliates and who are selected from time to time by the
Committee, in its sole discretion.

SECTION 5. STOCK OPTIONS.

Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.

Stock Options granted under the Plan may be either Incentive Stock
Options, subject to required stockholder approval, or Non-Qualified Stock
Options. To the extent that any option does not qualify as an Incentive Stock
Option, it shall constitute a Non-Qualified Stock Option.

No Incentive Stock Option may be granted under the Plan after the
tenth anniversary of the Effective Date.

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The Committee in its discretion may grant Stock Options to employees
of the Company or any Affiliate. Stock Options granted to Directors and
employees pursuant to this Section 5 shall be subject to the following terms
and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(i) Exercise Price. The per share exercise price of a
Stock Option granted pursuant to this Section 5 shall be determined by
the Committee at the time of grant. The per share exercise price of
an Incentive Stock Option shall not be less than 100% of Fair Market
Value on the date of grant. If an employee owns or is deemed to own
(by reason of the attribution rules applicable under Section 424(d) of
the Code) more than 10% of the combined voting power of all classes of
stock of the Company or any Subsidiary or Parent corporation and an
Incentive Stock Option is granted to such employee, the option price
shall be not less than 110% of Fair Market Value on the grant date.

(ii) Option Term. The term of each Stock Option shall be
fixed by the Committee, but no Incentive Stock Option shall be
exercisable more than ten years after the date the option is granted.
If an employee owns or is deemed to own (by reason of the attribution
rules of Section 424(d) of the Code) more than 10% of the combined
voting power of all classes of stock of the Company or any Subsidiary
or Parent corporation and an Incentive Stock Option is granted to such
employee, the term of such option shall be no more than five years
from the date of grant.

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(iii) Exercisability; Rights of a Shareholder. Stock
Options shall become exercisable at such time or times, whether or not
in installments, as shall be determined by the Committee at or after
the grant date. The Committee may at any time accelerate the
exercisability of all or any portion of any Stock Option. An optionee
shall have the rights of a shareholder only as to shares acquired upon
the exercise of a Stock Option and not as to unexercised Stock
Options.

(iv) Method of Exercise. Stock Options may be exercised
in whole or in part, by giving written notice of exercise to the
Company, specifying the number of shares to be purchased. Payment of
the purchase price may be made by one or more of the following
methods:

(A) In cash, by certified or bank check or other
instrument acceptable to the Committee;

(B) In the form of shares of Stock that are not
then subject to restrictions under any Company plan, if
permitted by the Committee in its discretion. Such
surrendered shares shall be valued at Fair Market Value on the
exercise date; or

(C) By the optionee delivering to the Company a
properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company
cash or a check payable and acceptable to the Company to pay
the purchase price; provided that in the event the optionee
chooses to pay the purchase price as so provided, the optionee
and the broker shall comply with such procedures and enter
into such

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agreements of indemnity and other agreements as the Committee
shall prescribe as a condition of such payment procedure.
Payment instruments will be received subject to collection.

The delivery of certificates representing shares of Stock to be
purchased pursuant to the exercise of the Stock Option will be
contingent upon receipt from the Optionee (or a purchaser acting in
his stead in accordance with the provisions of the Stock Option) by
the Company of the full purchase price for such shares and the
fulfillment of any other requirements contained in the Stock Option or
applicable provisions of laws.

(v) Non-transferability of Options. No Stock Option
shall be transferable by the optionee otherwise than by will or by the
laws of descent and distribution, except that a Non-Qualified Stock
Option may be transferred by gifting for the benefit of a
participant's descendants for estate planning purposes or pursuant to
a certified domestic relations order, and all Stock Options shall be
exercisable, during the optionee's lifetime, only by the optionee.

(vi) Termination by Death. If any optionee's service
with the Company and its Affiliates terminates by reason of death, the
Stock Option may thereafter be exercised, to the extent exercisable at
the date of death, by the legal representative or legatee of the
optionee, for a period of six months (or such longer period as the
Committee shall specify at any time) from the date of death, or until
the expiration of the stated term of the Option, if earlier.

(vii) Termination by Reason of Disability.

(A) Any Stock Option held by an optionee whose
service with the Company and its Affiliates has terminated by
reason of Disability may thereafter be exercised, to the
extent it was exercisable at the time of such termination, for

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a period of twelve months (or such longer period as the
Committee shall specify at_any time) from the date of such
termination of service, or until the expiration of the stated
term of the Option, if earlier.

(B) The Committee shall have sole authority and
discretion to determine whether a participant's service has
been terminated by reason of Disability.

(C) Except as otherwise provided by the Committee
at the time of grant or otherwise, the death of an optionee
during a period provided in this Section 5(vii) for the
exercise of a Non-Qualified Stock Option, shall extend such
period for six months from the date of death, subject to
termination on the expiration of the stated term of the
Option, if earlier.

(viii) Termination for Cause. If any optionee's service
with the Company and its Affiliates has been terminated for Cause, any
Stock Option held by such optionee shall immediately terminate and be
of no further force and effect; provided, however, that the Committee
may, in its sole discretion, provide that such Stock Option can be
exercised for a period of up to 30 days from the date of termination
of service or until the expiration of the stated term of the Option,
if earlier.

(ix) Other Termination. Unless otherwise determined by
the Committee, if an optionee's service with the Company and its
Affiliates terminates for any reason other than death, Disability, or
for Cause, any Stock Option held by such optionee may thereafter be
exercised, to the extent it was exercisable on the date of termination
of service, for three months (or such longer period as the Committee
shall specify at any

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time) from the date of termination of service or until the expiration
of the stated term of the Option, if earlier.

(x) Annual Limit on Incentive Stock Options. To the
extent required for "incentive stock option" treatment under Section
422 of the Code, the aggregate Fair Market Value (determined as of the
time of grant) of the Stock with respect to which Incentive Stock
Options granted under this Plan and any other plan of the Company or
its Subsidiaries become exercisable for the first time by an optionee
during any calendar year shall not exceed $100,000.

(xi) Form of Settlement. Shares of Stock issued upon
exercise of a Stock Option shall be free of all restrictions under the
Plan, except as otherwise provided in this Plan.

SECTION 6. RESTRICTED STOCK AWARDS.

(a) Nature of Restricted Stock Award. The Committee may grant
Restricted Stock Awards to Directors and employees of the Company or any
Affiliate. A Restricted Stock Award is an Award entitling the recipient to
acquire, at no cost or for a purchase price determined by the Committee, shares
of stock subject to such restrictions and conditions as the Committee may
determine at the time of grant ("Restricted Stock"). Conditions may be based
on continuing service and/or achievement of pre-established performance goals
and objectives. In addition, a Restricted Stock Award may be granted to a
Director or employee by the Committee in lieu of any compensation due to such
Director or employee.

(b) Acceptance of Award. A participant who is granted a
Restricted Stock Award shall have no rights with respect to such Award unless
the participant shall have accepted the Award within 60 days (or such shorter
date as the Committee may specify) following the

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award date by making payment to the Company, if required, by certified or bank
check or other instrument or form of payment acceptable to the Committee in an
amount equal to the specified purchase price, if any, of the shares covered by
the Award and by executing and delivering to the Company a written instrument
that sets forth the terms and conditions of the Restricted Stock in such form
as the Committee shall determine.

(c) Rights as a Shareholder. Upon complying with Section 6(b)
above, a participant shall have all the rights of a shareholder with respect to
the Restricted Stock including voting and dividend rights, subject to
transferability restrictions and Company repurchase or forfeiture rights
described in this Section 6 and subject to such other conditions contained in
the written instrument evidencing the Restricted Stock Award. Unless the
Committee shall otherwise determine, certificates evidencing shares of
Restricted Stock shall remain in the possession of the Company until such
shares are vested as provided in Section 6(e) below.

(d) Restrictions. Shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein.

(e) Vesting of Restricted Stock. The Committee at the time of
grant shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the
non-transferability of the Restricted Stock and the Company's right of
repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or
the attainment of such pre-established performance goals, objectives and other
conditions, the shares on which all restrictions have lapsed shall no longer be
Restricted Stock and shall be deemed "vested."

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(f) Waiver, Deferral and Reinvestment of Dividends. The written
instrument evidencing the Restricted Stock Award may require or permit the
immediate payment, waiver, deferral or investment of dividends paid on the
Restricted Stock.

SECTION 7. PERFORMANCE SHARE AWARDS.

(a) Nature of Performance Shares. A Performance Share Award is an
award entitling the recipient to acquire shares of Stock upon the attainment of
specified performance goals. The Committee may make Performance Share Awards
independent of or in connection with the granting of any other Award under the
Plan. Performance Share Awards may be granted under the Plan to Directors and
employees of the Company or any Affiliate, including those who qualify for
awards under other performance plans of the Company. The Committee in its sole
discretion shall determine whether and to whom Performance Share Awards shall
be made, the performance goals applicable under each such Award, the periods
during which performance is to be measured, and all other limitations and
conditions applicable to the awarded Performance Shares; provided, however,
that the Committee may rely on the performance goals and other standards
applicable to other performance based plans of the Company in setting the
standards for Performance Share Awards under the Plan.

(b) Restrictions on Transfer. Performance Share Awards and all
rights with respect to such Awards may not be sold, assigned, transferred,
pledged or otherwise encumbered.

(c) Rights as a Shareholder. A participant receiving a
Performance Share Award shall have the rights of a shareholder only as to
shares actually received by the participant under the Plan and not with respect
to shares subject to the Award but not actually received by the participant. A
participant shall be entitled to receive a stock certificate evidencing the
acquisition of shares of Stock under a Performance Share Award only upon
satisfaction of all

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conditions specified in the written instrument evidencing the Performance Share
Award (or in a performance plan adopted by the Committee).

(d) Termination. Except as may otherwise be provided by the
Committee at any time prior to termination of service, a participant's rights
in all Performance Share Awards shall automatically terminate upon the
participant's termination of service with the Company and its Affiliates for
any reason (including, without limitation, death, Disability and for Cause).

(e) Acceleration, Waiver, Etc. At any time prior to the
participant's termination of service with the Company and its Affiliates, the
Committee may in its sole discretion accelerate, waive or, subject to Section
12, amend any or all of the goals, restrictions or conditions imposed under any
Performance Share Award; provided, however, that in no event shall any
provision of the Plan be construed as granting to the Committee any discretion
to increase the amount of compensation payable under any Performance Share
Award to the extent such an increase would cause the amounts payable pursuant
to the Performance Share Award to be nondeductible in whole or in part pursuant
to Section 162(m) of the Code and the regulations thereunder, and the Committee
shall have no such discretion notwithstanding any provision of the Plan to the
contrary.

SECTION 8. STOCK APPRECIATION RIGHTS.

(a) Notice of Stock Appreciation Rights. A Stock Appreciation
Right ("SAR") is a right entitling the participant to receive cash or Stock
having a fair market value equal to the appreciation in the Fair Market Value
of a stated number of shares from the date of grant, or in the case of rights
granted in tandem with or by reference to an Option granted prior to the

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grant of such rights, from the date of grant of the related Option to the date
of exercise. SARs may be granted to Directors and employees of the Company or
any Affiliate.

(b) Terms of Awards. SARs may be granted in tandem with or with
reference to a related Option, in which event the participant may elect to
exercise either the Option or the SAR, but not both, as to the same share
subject to the Option and the SAR, or the SAR may be granted independently. In
the event of an Award with a related Option, the SAR shall be subject to the
terms and conditions of the related Option. In the event of an independent
Award, the SAR shall be subject to the terms and conditions determined by the
Committee.

(c) Restrictions on Transfer. SARs shall not be transferred,
assigned or encumbered, except that SARs may be exercised by the executor,
administrator or personal representative of the deceased participant within six
months of the death of the participant (or such longer period as the Committee
shall specify at any time) and transferred pursuant to a certified domestic
relations order.

(d) Payment Upon Exercise. Upon exercise of an SAR, the
participant shall be paid the excess of the then Fair Market Value of the
number of shares to which the SAR relates over the Fair Market Value of such
number of shares at the date of grant of the SAR, or of the related Option, as
the case may be. Such excess shall be paid in cash or in Stock having a Fair
Market Value equal to such excess or in such combination thereof as the
Committee shall determine.

SECTION 9. DIVIDEND EQUIVALENTS.

The Committee is authorized to grant Dividend Equivalents to Directors
and employees of the Company or any Affiliate. The Committee may provide, at
the date of grant or thereafter, that Dividend Equivalents shall be paid or
distributed when accrued or shall be

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deemed to have been reinvested in additional Shares, or other investment
vehicles as the Committee may specify, provided that Dividend Equivalents
(other than freestanding Dividend Equivalents) shall be subject to all
conditions and restrictions of the underlying Awards to which they relate.

SECTION 10. TAX WITHHOLDING.

(a) Payment by Participant. Each participant shall, no later than
the date as of which the value of an Award or of any Stock or other amounts
received thereunder first becomes includible in the gross income of the
participant for Federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of, any Federal,
state, or local taxes of any kind required by law to be withheld with respect
to such income. The Company and its Affiliates shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the participant.

(b) Payment in Shares. A participant may elect to have such tax
withholding obligation satisfied, in whole or in part, by (i) authorizing the
Company to withhold from shares of Stock to be issued pursuant to any Award a
number of shares with an aggregate Fair Market Value (as of the date the
withholding is effected) that would satisfy the withholding amount due, or (ii)
transferring to the Company shares of Stock owned by the participant with an
aggregate Fair Market Value (as of the date the withholding is effected) that
would satisfy the withholding amount due with respect to any participant who is
subject to Section 16 of the Act, the following additional restrictions shall
apply:

(A) the election to satisfy tax withholding
obligations relating to an Award in the manner permitted by
this Section 10(b) and the actual tax withholding shall be
made during the period beginning on the third business day

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following the date of release of quarterly or annual summary
statements of revenues and earnings of the Company and ending
on the twelfth business day following such date.
Alternatively, such election may be made at least six months
prior to the date as of which the receipt of such an Award
first becomes a taxable event for Federal income tax purposes;

(B) such election shall be irrevocable;

(D) the Stock withheld to satisfy tax
withholding, if granted at the discretion of the Committee,
must pertain to an Award which has been held by the
participant for at least six months from the date of grant of
the Award.

SECTION 11. TRANSFER, LEAVE OF ABSENCE, ETC.

For purposes of the Plan, the following events shall not be deemed a
termination of service:

(a) a transfer to the employment of the Company from an Affiliate
or from the Company to an Affiliate, or from one Affiliate to another; and

(b) an approved leave of absence for military service or sickness,
or for any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Committee
otherwise so provides in writing.

SECTION 12. AMENDMENTS AND TERMINATION.

The Board may at any time amend or discontinue the Plan and the
Committee may at any time amend or cancel any outstanding Award (or provide
substitute Awards at the same or

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reduced exercise or purchase price or with no exercise or purchase price, but
such price, if any, must satisfy the requirements which would apply to the
substitute or amended Award if it were then initially granted under this Plan)
for the purpose of satisfying changes in law or for any other lawful purpose,
but no such action shall adversely affect rights under any outstanding Award
without the holder's consent.

SECTION 13. STATUS OF PLAN.

With respect to the portion of any Award which has not been exercised
and any payments in cash, Stock or other consideration not received by a
participant, a participant shall have no rights greater than those of a general
unsecured creditor of the Company unless the Committee shall otherwise
expressly determine in connection with any Award or Awards. In its sole
discretion, the Committee may authorize the creation of trusts or other
arrangements to meet the Company's obligations to deliver Stock or make
payments with respect to Awards hereunder, provided that the existence of such
trusts or other arrangements is consistent with the provision of the foregoing
sentence.

SECTION 14. CHANGE OF CONTROL PROVISIONS.

Upon the occurrence of a Change of Control as defined in this Section
14:

(a) Each Stock Option shall automatically become fully
exercisable unless the Committee shall otherwise expressly provide at the time
of grant.

(b) Restrictions and conditions on Awards of Restricted Stock,
Performance Shares and Dividend Equivalents shall automatically be deemed
waived, and the recipients of such Awards shall become entitled to receipt of
the maximum amount of Stock subject to such Awards unless the Committee shall
otherwise expressly provide at the time of grant.

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(c) Unless otherwise expressly provided at the time of grant,
participants who hold Options shall have the right, in lieu of exercising the
Option, to elect to surrender all or part of such Option to the Company and to
receive cash in an amount equal to the excess of (i) the higher of (x) the Fair
Market Value of a share of Stock on the date such right is exercised and (y)
the highest price paid for Stock or, in the case of securities convertible into
Stock or carrying a right to acquire Stock, the highest effective price (based
on the prices paid for such securities) at which such securities are
convertible into Stock or at which Stock may be acquired, by any person or
group whose acquisition of voting securities has resulted in a Change of
Control of the Company over (ii) the exercise price per share under the Option,
multiplied by the number of shares of Stock with respect to which such right is
exercised.

(d) "Change of Control" shall mean the occurrence of any one of
the following events:

(i) any "person", as such term is used in Sections 13(d)
and 14(d) of the Act (other than the Company, any of its Subsidiaries,
any trustee, fiduciary or other person or entity holding securities
under any employee benefit plan of the Company or any of its
Subsidiaries), together with all "affiliates" and "associates" (as
such terms are defined in Rule 12b-2 under the Act) of such person,
shall become the "beneficial owner" (as such term is defined in Rule
13d-3 under the Act), directly or indirectly, of securities of the
Company representing 40% or more of either (A) the combined voting
power of the Company's then outstanding securities having the right to
vote in an election of the Company's Board of Directors ("Voting
Securities") or (B) the then outstanding shares of Common Stock of the
Company (in either such case other than as a result of acquisition of
securities directly from the Company); or

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(ii) persons who, as of the date of the closing of the
Company's initial public offering, constitute the Company's Board of
Directors (the "Incumbent Directors") cease for any reason, including
without limitation, as a result of a tender offer, proxy contest,
merger or similar transaction, to constitute at least a majority of
the Board, provided that any person becoming a director of the Company
subsequent to the Closing of the Company's initial public offering
whose election or nomination for election was approved by a vote of at
least a majority of the Incumbent Directors shall, for purposes of
this Plan, be considered an Incumbent Director; or

(iii) the stockholders of the Company shall approve (A)
any consolidation or merger of the Company or any Subsidiary where the
stockholders of the Company, immediately prior to the consolidation or
merger, would not, immediately after the consolidation or merger,
beneficially own (as such term is defined in Rule 13d-3 under the
Act), directly or indirectly, shares representing in the aggregate 50%
or more of the voting stock of the corporation issuing cash or
securities in the consolidation or merger (or of its ultimate parent
corporation, if any), (B) any sale, lease, exchange or other transfer
(in one transaction or a series of transactions contemplated or
arranged by any party as a single plan) of all or substantially all of
the assets of the Company or (C) any plan or proposal for the
liquidation or dissolution of the Company;

Notwithstanding the foregoing, a "Change of Control" shall not be
deemed to have occurred for purposes of the foregoing clause (i) solely as the
result of an acquisition of securities by the Company which, by reducing the
number of shares of Common Stock or other Voting Securities outstanding,
increases (x) the proportionate number of shares of Common Stock beneficially
owned by any person to 40% or more of the shares of Common Stock then

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outstanding or (y) the proportionate voting power represented by the Voting
Securities beneficially owned by any person to 40% or more of the combined
voting power of all then outstanding Voting Securities; provided, however, that
if any person referred to in clause (x) or (y) of this sentence shall
thereafter become the beneficial owner of any additional shares of Common Stock
or other Voting Securities (other than pursuant to a stock split, stock
dividend, or similar transaction), then a "Change of Control" shall be deemed
to have occurred for purposes of the foregoing clause (i).

SECTION 15. GENERAL PROVISIONS.

(a) No Distribution; Compliance with Legal Requirements. The
Committee may require each person acquiring shares pursuant to an Award to
represent to and agree with the Company in writing that such person is
acquiring the shares without a view to distribution thereof.

No shares of Stock shall be issued pursuant to an Award until all
applicable securities laws and other legal and stock exchange requirements have
been satisfied. The Committee may require the placing of such stop-orders and
restrictive legends on certificates for Stock and Awards as it deems
appropriate.

(b) Delivery of Stock Certificates. Delivery of stock
certificates to participants under this Plan shall be deemed effected for all
purposes when the Company or a stock transfer agent of the Company shall have
delivered such certificates in the United States mail, addressed to the
participant, at the participant's last known address on file with the Company.

(c) Other Compensation Arrangements; No Employment Rights.
Nothing contained in this Plan shall prevent the Board from adopting other or
additional compensation arrangements, including trusts, subject to stockholder
approval if such approval is required;

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and such arrangements may be either generally applicable or applicable only in
specific cases. The adoption of the Plan and the grant of Awards do not confer
upon any employee any right to continued employment with the Company or any
Subsidiary.

SECTION 16. EFFECTIVE DATE OF PLAN.

The Plan shall become effective upon approval by the Board, or any
committee thereof with such authority. The ability to grant Incentive Stock
Option Awards requires approval by the stockholders, and no such Awards may be
issued hereunder prior to such approval.

SECTION 17. GOVERNING LAW.

THIS PLAN SHALL BE GOVERNED BY NEW YORK LAW EXCEPT TO THE EXTENT SUCH
LAW IS PREEMPTED BY FEDERAL LAW.