EXHIBIT 10.17(b) The Ryder System, Inc. 1980 Stock Incentive Plan, as
amended and restated as of October 22, 1993.
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EXHIBIT A

RYDER SYSTEM, INC. 1980 STOCK INCENTIVE PLAN
(As amended on October 22, 1993)
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TABLE OF CONTENTS

Page
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1. Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

3. Shares of Stock Subject to the Plan . . . . . . . . . . . . . . . . . . . . . . . 5

4. Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

5. Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

6. Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

7. Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

8. Stock Appreciation Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

9. Limited SARs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

10. Performance Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

11. Restricted Stock Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

12. Dilution and Other Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . 15

13. Substitute Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

14. Miscellaneous Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

15. Indemnification of the Committee . . . . . . . . . . . . . . . . . . . . . . . . 17

16. Compliance with Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

17. Amendment of the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

18. Effective Date and Term of the Plan . . . . . . . . . . . . . . . . . . . . . . . 18

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RYDER SYSTEM, INC. 1980 STOCK INCENTIVE PLAN

1. Purpose. The purpose of this Plan is to enable the Company to recruit
and retain those key executives most responsible for the Company's continued
success and progress, and by offering comparable incentives, to compete with
other organizations in attracting, motivating and retaining such executives,
thereby furthering the interests of the Company and its shareholders by giving
such executives a greater personal stake in and commitment to the Company and
its future growth and prosperity.

2. Definitions. For the purpose of the Plan:

(a) The term "Award" shall mean and include any Stock Option, SAR,
Limited SAR, Performance Unit or Restricted Stock Right granted under this
Plan.

(b) During the three (3) year period following a Change of
Control, the term "cause" as used in Section 7 and Section 14(a) of this Plan
with respect to any Stock Option shall mean (i) an act or acts of fraud,
misappropriation, or embezzlement on the Grantee's part which result in or are
intended to result in his personal enrichment at the expense of the Company,
(ii) conviction of a felony, (iii) conviction of a misdemeanor involving moral
turpitude, or (iv) willful failure to report to work for more than thirty (30)
continuous days not supported by a licensed physician's statement, all as
determined only by a majority of the Incumbent Board.

(i) a third person, including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), but excluding any employee benefit plan or plans of RSI and its
Subsidiaries and affiliates, becomes the beneficial owner, directly or
indirectly, of twenty percent (20%) or more of the combined voting power of
RSI's outstanding voting securities ordinarily having the right to vote for the
election of directors of RSI; or

(ii) the individuals who, as of June 26, 1987, constituted
the Board of Directors of RSI (the "Board" generally and as of June 26, 1987
the "Incumbent Board") cease for any reason to constitute at least two-thirds
(2/3) of the Board, or in the case of a merger or consolidation of RSI, do not
constitute or cease to constitute at least two-thirds (2/3) of the board of
directors of the surviving company (or in a case where the surviving
corporation is controlled, directly or indirectly, by another corporation or
entity, do not constitute or cease to constitute at least two-thirds (2/3) of
the board of such controlling corporation or do not have or cease to have at
least two-thirds (2/3) of the voting seats on any body comparable to a board of
directors of such controlling entity, or if there is no body comparable to a
board of directors, at least two-thirds (2/3) voting control of such
controlling entity), provided that any person becoming a director (or, in the
case of a controlling non-corporate entity, obtaining a position comparable to
a director or obtaining a voting interest in such entity) subsequent to June
26, 1987 whose election, or nomination for election, was approved by a vote of
the persons comprising at least
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two-thirds (2/3) of the Incumbent Board (other than an election or nomination
of an individual whose initial assumption of office is in connection with an
actual or threatened election contest, as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the 1934 Act) shall be, for purposes of this
Plan, considered as though such person were a member of the Incumbent Board; or

(iii) there is a liquidation or dissolution of RSI or a
sale of all or substantially all of its assets.

If RSI enters into an agreement or series of agreements or the Board passes a
resolution which will result in the occurrence of any of the matters described
in subparagraphs (i), (ii) or (iii), and a Grantee's employment is terminated
subsequent to the date of execution of such agreement or series of agreements
or the passage of such resolution, but prior to the occurrence of any of the
matters described in subparagraphs (i), (ii) or (iii), then, upon the
occurrence of any of the matters described in subparagraphs (i), (ii) or (iii),
a Change of Control shall be deemed to have retroactively occurred on the date
of the execution of the earliest of such agreement(s) or the passage of such
resolution.

(d) The term "Code" shall mean the Internal Revenue Code of 1986
as it may be amended from time to time.

(e) The term "Committee" shall mean the Board of Directors of RSI
and/or the Compensation Committee of the Board of Directors of RSI constituted
as provided in Section 5 of the Plan.

(f) The term "Common Stock" shall mean the common stock of RSI as
from time to time constituted.

(g) The term "Company" shall mean RSI and its Subsidiaries.

(h) The term "Disability" shall mean total physical or mental
disability of a Grantee as determined by the Committee upon the basis of such
evidence as the Committee in its discretion deems necessary and appropriate.

(i) The term "Disinterested Person" shall mean any person who
qualifies as a disinterested person as defined in Rule 16b-3, as promulgated
under the 1934 Act, or any successor definition.

(j) The term "Employee" shall mean a full-time salaried employee
of RSI or any Subsidiary (which term shall include salaried officers).

(k) The term "Fair Market Value" shall mean, with respect to the
Common Stock, the mean between the highest and lowest sale price for shares as
reported by the composite transaction reporting system for securities listed on
the New York Stock Exchange on the date

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as of which such determination is being made or on the most recently preceding
date on which there was such a sale.

(l) The term "Grantee" shall mean an Employee who is selected by
the Committee to receive an Award under the Plan and in the case of a deceased
Employee shall mean the beneficiary of the Employee.

(m) The term "Incentive Stock Option" shall mean a Stock Option
granted under this Plan or a previously granted Stock Option that is
redesignated by the Committee as an Incentive Stock Option which is intended to
constitute an incentive stock option within the meaning of Section 422(b) of
the Code.

(n) The term "Limited SAR" shall mean a Limited Stock Appreciation
Right granted by the Committee pursuant to Section 9 of the Plan.

(o) The terms "1966 Stock Option Plan" and "1966 Option" shall
mean, respectively, the Ryder System Stock Option Plan adopted in 1966, as
amended, and any stock option granted thereunder.

(p) The term "Non-qualified Stock Option" shall mean a Stock
Option granted under this Plan which is not intended to qualify under Section
422(b) of the Code.

(q) The term "Offer" shall mean any tender offer or exchange offer
for Shares, other than one made by the Company, including all amendments and
extensions of any such Offer.

(r) The term "Offer Price per Share" shall have the meaning set
forth in Section 9(c) of the Plan.

(s) The term "Option" shall mean any stock option granted under
this Plan or the 1966 Stock Option Plan.

(t) The term "Performance Goals" shall have the meaning set forth
in Section 10(c) of the Plan.

(u) The term "Performance Period" shall have the meaning set forth
in Section 10(d) of the Plan.

(v) The term "Performance Units" shall mean Performance Units
granted by the Committee pursuant to Section 10 of the Plan.

(w) The term "Plan" shall mean the Ryder System, Inc. 1980 Stock
Incentive Plan as the same shall be amended.

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(x) The term "Price" shall mean, upon the occurrence of a Change
of Control, the excess of the highest of:

(i) the highest closing price of the Common Stock
reported by the composite transaction reporting system for securities listed on
the New York Stock Exchange within the sixty (60) days preceding the date of
exercise;

(ii) the highest price per share of Common Stock included
in a filing made by any person or group referred to in subparagraph (i) of
Section 2(c) on any Schedule 13D pursuant to Section 13(d) of the 1934 Act as
paid within the sixty (60) days prior to the date of such report; and

(iii) the value of the consideration to be received by the
holders of Common Stock, expressed on a per share basis, in any transaction
referred to in subparagraph (iii) of Section 2(c), with all noncash
consideration being valued in good faith by the Incumbent Board;

over the purchase price per Share at which the related Option is exercisable as
applicable, except that Incentive Stock Options and, if and to the extent
required in order for the related Option to be treated as an Incentive Stock
Option, SARs and Limited SARs granted with respect to Incentive Stock Options,
are limited to the spread between the Fair Market Value of Common Stock on the
date of exercise and the purchase price per Share at which the related Option
is exercisable.

(y) The term "Restricted Period" shall have the meaning set forth
in Section 11(a) of the Plan.

(z) The term "RSI" shall mean Ryder System, Inc.

(aa) The term "Restricted Stock Rights" shall mean a Restricted
Stock Right granted by the Committee pursuant to Section 11 of the Plan.

(bb) The term "Retirement" shall mean retirement under the
provisions of the various retirement plans of the Company (whichever is
appropriate to a particular Grantee) as then in effect, or in the absence of
any such retirement plan being applicable, as determined by the Committee.

(cc) The term "SAR" shall mean a Stock Appreciation Right granted
by the Committee pursuant to the provisions of Section 8 of the Plan.

(dd) The term "Shares" shall mean shares of the Common Stock and
any shares of stock or other securities received as a result of the adjustment
provided for in Section 12 of the Plan.

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(ee) The term "Spread" with respect to a SAR shall have the meaning
set forth in Section 8(b) of the Plan, and with respect to a Limited SAR, the
meanings set forth in Sections 9(c) and 9(d) of the Plan.

(ff) The term "Stock Option" shall mean any stock option granted
under this Plan.

(gg) The term "Subsidiary" shall mean any corporation, other than
RSI, or other form of business entity more than fifty percent (50%) of the
voting interest of which is owned or controlled, directly or indirectly, by RSI
and which the Committee designates for participation in the Plan.

(hh) The term "Termination Date" shall mean the date that a Grantee
ceases to be employed by RSI or any Subsidiary for any reason.

(ii) The term "Year" shall mean a calendar year.

3. Shares of Stock Subject to the Plan.

(a) Subject to the provisions of Paragraph (b) of this Section 3,
at July 31, 1993, the maximum number of Shares which were available for
issuance pursuant to future grants under the Plan was 1,710,041, and 5,351,051
Shares were subject to issuance pursuant to previously granted awards. Shares
issued pursuant to this Plan may be either authorized but unissued or
reacquired Shares held in the treasury.

(b) In the event any Stock Option or Restricted Stock Right
expires or terminates unexercised, the number of Shares subject to such Stock
Option or Restricted Stock Right shall again become available for issuance
under the Plan, subject to the provisions of Sections 7(a), 8(a), 9(b) and
10(i) of this Plan.

(c) Effective October 22, 1993, no Grantee shall be eligible to
receive any Stock Option or series of Stock Options covering, in the aggregate,
more than 300,000 Shares from the Shares which were available for issuance
pursuant to future grants on that date.

4. Participation. Awards under the Plan shall be limited to key
executive Employees selected from time to time by the Committee.

5. Administration. The Plan shall be administered by the Board of
Directors of RSI, of which a majority of the Board of Directors and a majority
of the directors acting in the matter shall be Disinterested Persons, and/or
the Compensation Committee of the Board of Directors of RSI which shall consist
of not less than three members of the Board of Directors, each of whom shall be
a Disinterested Person. The Committee shall have plenary authority, subject to
the

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express provisions of the Plan, to (i) select Grantees; (ii) establish and
adjust Performance Goals and Performance Periods for Performance Units; (iii)
determine the nature, amount, time and manner of payment of Awards made under
the Plan, and the terms and conditions applicable thereto; (iv) interpret the
Plan; (v) prescribe, amend and rescind rules and regulations relating to the
Plan; (vi) determine whether and to what extent Stock Options previously
granted under the Plan shall be redesignated as Incentive Stock Options
pursuant to the provisions of Section 251(c) of the Economic Recovery Tax Act
of 1981 and the regulations issued thereunder, and in this connection, amend
any Stock Option Agreement or make or authorize any reports or elections or
take any other action to the extent necessary to implement the redesignation of
any Stock Option as an Incentive Stock Option, provided that any redesignation
of a previously granted Stock Option as an Incentive Stock Option shall not be
effective unless and until consented to by the Grantee; and (vii) make all
other determinations deemed necessary or advisable for the administration of
the Plan. The Committee's determination on the foregoing matters shall be
conclusive. A majority of the Committee shall constitute a quorum, and the
acts of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by all members of the Committee without a
meeting, shall be the acts of the Committee.

6. Awards. Subject to the provisions of Section 3 of the Plan, the
Committee shall determine Awards taking into consideration, as it deems
appropriate, the responsibility level and performance of each Grantee. The
Committee may grant the following types of Awards: Stock Options pursuant to
Section 7 hereof, SARs pursuant to Section 8 hereof, Limited SARs pursuant to
Section 9 hereof, Performance Units pursuant to Section 10 hereof and
Restricted Stock Rights pursuant to Section 11 hereof. Unless otherwise
determined by the Committee, a Grantee may not be granted in any Year both (i)
a Restricted Stock Right and (ii) a Stock Option, SAR, Limited SAR or
Performance Unit.

7. Stock Options.

(a) The Committee from time to time may grant Stock Options either
alone or in conjunction with and related to SARs, Limited SARs and/or
Performance Units to key executive Employees selected by the Committee as being
eligible therefor. The Stock Options may be of two types, Incentive Stock
Options and Non-qualified Stock Options. Each Stock Option shall cover such
number of Shares and shall be on such other terms and conditions not
inconsistent with this Plan as the Committee may determine and shall be
evidenced by a Stock Option Agreement setting forth such terms and conditions
executed by the Company and the Grantee. The Committee shall determine the
number of Shares subject to each Stock Option. The number of Shares subject to
an outstanding Stock Option shall be reduced on a one for one basis to the
extent that any related SAR, Limited SAR or Performance Unit is exercised and
such Shares shall not again become available for issuance pursuant to the Plan.

In the case of Stock Options, the aggregate Fair Market Value
(determined as of the date of grant) of Common Stock with respect to which
Incentive Stock Options are exercisable for

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the first time by an Employee during any Year under the Plan or any other plan
of the Company shall not exceed $100,000. To the extent, if any, that the Fair
Market Value of such Common Stock with respect to which Incentive Stock Options
are exercisable exceeds $100,000, such Incentive Stock Options shall be treated
as separate Non-qualified Stock Options. For purposes of the two immediately
preceding sentences of this subparagraph (a), Stock Options shall be taken into
account in the order in which they were granted.

(b) Unless the Committee shall determine otherwise, each Stock
Option may be exercised only if the Grantee has been continuously employed by
RSI or any Subsidiary for a period of at least one (1) year commencing on the
date the Stock Option is granted; provided, however, that this provision shall
not apply in the event of a Change of Control.

(c) Each Stock Option shall be for such term (but, in no event,
for greater than ten years) and shall be exercisable in such installments as
shall be determined by the Committee at the time of grant of the Stock Option.

The Committee may, at any time, provide for the acceleration
of installments or any part thereof.

(d) The price per Share at which Shares may be purchased upon the
exercise of a Stock Option shall be determined by the Committee on the grant of
the Stock Option but such price shall not be less than one hundred percent
(100%) of the Fair Market Value on the date of grant of the Stock Option. If a
Grantee owns (or is deemed to own under applicable provisions of the Code and
rules and regulations promulgated thereunder) more than ten percent (10%) of
the combined voting power of all classes of the stock of the Company and a
Stock Option granted to such Grantee is intended to qualify as an Incentive
Stock Option, the Incentive Stock Option price shall be no less than one
hundred and ten percent (110%) of the Fair Market Value of the Common Stock on
the date the Incentive Stock Option is granted and the term of such Incentive
Stock Option shall be no more than five years.

(e) Except as provided in Paragraphs (h) and (l) of this Section
7, no Stock Option may be exercised unless the Grantee, at the time of
exercise, is an Employee and has continuously been an Employee of RSI or any
Subsidiary since the grant of such Stock Option. A Grantee shall not be deemed
to have terminated his period of continuous employ with RSI or any Subsidiary
if he leaves the employ of RSI or any Subsidiary for immediate reemployment
with RSI or any Subsidiary.

(f) To exercise a Stock Option, the Grantee shall (i) give written
notice to the Company in form satisfactory to the Committee indicating the
number of Shares which he elects to purchase, (ii) deliver to the Company
payment of the full purchase price of the Shares being purchased (A) in cash or
a certified or bank cashier's check payable to the order of the Company, or (B)
if the Grantee elects with the approval of the Committee, in Shares of the
Common Stock having a Fair Market Value on the date of exercise equal to the
purchase price, or a combination of the foregoing having an aggregate Fair
Market Value equal to such purchase price, and (iii)

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deliver to the Secretary of the Company such written representations,
warranties and covenants as the Company may require under Section 16(a) of this
Plan.

(g) Upon proper exercise of a Stock Option, the Grantee shall be
treated for all purposes as the registered owner of the Shares as to which the
Stock Option has been exercised as of the close of business on the date of
exercise.

(h) Notwithstanding any other provision of the Plan, unless
otherwise determined by the Committee prior to a Change of Control, in the
event of a Change of Control, each Stock Option not previously exercised or
expired under the terms of the Plan shall become immediately exercisable in
full and, shall remain exercisable to the full extent of the Shares available
thereunder, regardless of any installment provisions applicable thereto, for
the remainder of its term, unless Section 14(a) of the Plan applies or the
Grantee has been terminated for cause, in which case the Stock Options shall
automatically terminate as of the Incumbent Board's determination pursuant to
Section 14(a) or the Grantee's Termination Date, as appropriate.

(i) If the Committee so determines prior to or during the thirty
(30) day period following the occurrence of a Change of Control, Grantees of
Stock Options not otherwise exercised or expired under the terms of the Plan as
to which no SARs or Limited SARs are then exercisable may, in lieu of
exercising, require RSI to purchase for cash all such Stock Options or portions
thereof for a period of sixty (60) days following the occurrence of a Change of
Control at the Price specified in Section 2(x); provided that Stock Options
subject to this purchase requirement held by Grantees who are subject to
Section 16(b) of the 1934 Act with respect to RSI must have been held for at
least six (6) months.

(j) Any determination made by the Committee pursuant to Section
7(i) or 7(j) may be made as to all eligible Stock Options or only as to certain
of such Stock Options specified by the Committee. Once made, any determination
by the Committee pursuant to Section 7(h) or 7(i) shall be irrevocable.

(k) The Company intends that Section 7(i) shall comply with the
requirements of Rule 16b-3 under the 1934 Act (the "Rule") during the term of
this Plan. Should any provision of Section 7(i) not be necessary to comply
with the requirements of the Rule, or should any additional provisions be
necessary for Section 7(i) to comply with the requirements of the Rule, the
Committee may amend this Plan or any Stock Option agreement to add to or modify
the provisions thereof accordingly.

(l) Notwithstanding any of the provisions of this Section 7, a
Stock Option shall in all cases terminate and not be exercisable after the
expiration of the term of the Stock Option established by the Committee.
Except as provided in Section 7(h), Stock Options shall be exercisable after
the Grantee ceases to be employed by RSI or any Subsidiary as follows, unless
otherwise determined by the Committee:

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(i) In the event that a Grantee ceases to be employed by
RSI or any Subsidiary by reason of Disability or Retirement, (A) any
Non-qualified Stock Option not previously exercised or expired shall continue
to vest and be exercisable during the three (3) year period following the
Grantee's Termination Date, and to the extent it is exercisable at the
expiration of such three (3) year period, it shall continue to be exercisable
by such Grantee or such Grantee's legal representatives, heirs or legatees for
the term of such Non-qualified Stock Option, and (B) any Incentive Stock Option
shall, to the extent it was exercisable on the Termination Date, continue to be
exercisable by such Grantee or such Grantee's legal representatives, heirs or
legatees for the term of such Incentive Stock Option; provided, however, that
in order to qualify for the special tax treatment afforded by Section 421 of
the Code, Incentive Stock Options must be exercised within the three (3) month
period commencing on the Termination Date (the exercise period shall be one (1)
year in the case of termination by reason of disability, within the meaning of
Section 422(e)(3) of the Code). Incentive Stock Options not exercised within
such three (3) month period shall be treated as Non-qualified Stock Options.

(ii) In the event that a Grantee ceases to be employed by
RSI or any Subsidiary by reason of death, any Stock Option shall, to the extent
it was exercisable on the Termination Date, continue to be exercisable by such
Grantee's legal representatives, heirs or legatees for the term of such Stock
Option.

(iii) Except as otherwise provided in subparagraph (i) or
(ii) above, in the event that a Grantee ceases to be employed by RSI or any
Subsidiary for any reason other than termination for cause, any Stock Option
shall, to the extent it was exercisable on the Termination Date, continue to be
exercisable for a period of three (3) months commencing on the Termination Date
and shall terminate at the expiration of such period; provided, however, that
in the event of the death of the Grantee during such three (3) month period,
such Stock Option shall, to the extent it was exercisable on the Termination
Date, be exercisable by the Grantee's personal representatives, heirs or
legatees for a period of one (1) year commencing on the date of the Grantee's
death and shall terminate at the expiration of such period.

(iv) Except as otherwise provided in subparagraphs (i),
(ii) and (iii) above, a Stock Option shall automatically terminate as of the
Termination Date, provided that if a Grantee's employment is interrupted by
reason of Disability or a leave of absence (as determined by the Committee) the
Committee may permit the exercise of some or all of the Stock Options granted
on such terms and for such period of time as it shall determine.

8. Stock Appreciation Rights.

(a) The Committee shall have authority in its discretion to grant
a SAR to any Grantee of a Stock Option with respect to all or some of the
Shares covered by such Stock Option. Each SAR shall be on such terms and
conditions not inconsistent with this Plan as the Committee may determine and
shall be evidenced by a SAR Agreement setting forth such terms and conditions
executed by the Company and the holder of the SAR. A SAR may be granted

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either at the time of grant of a Stock Option or at any time thereafter during
its term. A SAR may be granted to a Grantee irrespective of whether such
Grantee has a Limited SAR. Each SAR shall be exercisable only if and to the
extent that the related Stock Option is exercisable, provided, however, that no
SAR may be exercised in any event (i) until the expiration of six (6) months
from the date of grant of the SAR unless prior to the expiration of such six
(6) month period the holder of the SAR ceases to be employed by RSI or any
Subsidiary because of death or Disability, or (ii) more than six (6) months
after the Termination Date of a Grantee. Upon the exercise of a SAR, the
related Stock Option shall cease to be exercisable to the extent of the Shares
with respect to which such SAR is exercised and shall be considered to have
been exercised to that extent for purposes of determining the number of Shares
available for the grant of further Awards pursuant to this Plan. Upon the
exercise or termination of a Stock Option, the SAR related to such Stock Option
shall terminate to the extent of the Shares with respect to which such Stock
Option was exercised or terminated.

(b) The term "Spread" as used in this Section 8 shall mean, with
respect to the exercise of any SAR, an amount equal to the product computed by
multiplying (i) the excess of (A) the Fair Market Value per Share on the date
such SAR is exercised over (B) the purchase price per Share at which the
related Stock Option is exercisable by (ii) the number of Shares with respect
to which such SAR is being exercised, provided, however, that the Committee may
at the grant of any SAR limit the maximum amount of the Spread to be paid upon
the exercise thereof.

(c) Only if and to the extent required in order for the related
Stock Option to be treated as an Incentive Stock Option, a SAR may be exercised
only when there is a positive Spread, that is, when the Fair Market Value per
Share exceeds the purchase price per Share at which the related Stock Option is
exercisable. Upon the exercise of a SAR, the Committee shall pay to the
Grantee exercising the SAR an amount equivalent to the Spread. The Committee
shall have the sole and absolute discretion to determine whether payment for
such SAR will be made in cash, Shares or a combination of cash and Shares,
provided, that any Shares used for payment shall be valued at their Fair Market
Value on the date of the exercise of the SAR.

(d) A SAR may be exercised only during the period beginning on the
third (3rd) business day following the date of release for publication of the
quarterly and annual summary statements of sales and earnings of the Company
and ending on the twelfth (12th) business day following such date. Such
release shall be deemed to have taken place if the specified financial data
appears (i) on a wire service, (ii) in a financial news service, (iii) in a
newspaper of general circulation or (iv) is otherwise made publicly available.

(e) The Company intends that this Section 8 shall comply with the
requirements of the Rule during the term of this Plan. Should any provision of
this Section 8 not be necessary to comply with the requirements of the Rule or
should any additional provisions be necessary for this Section 8 to comply with
the requirements of the Rule, the Committee may amend this Plan or any Award
agreement to add to or modify the provisions thereof accordingly.

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(f) To exercise a SAR, the Grantee shall (i) give written notice
to the Company in form satisfactory to the Committee specifying the number of
Shares with respect to which such holder is exercising the SAR and (ii) deliver
to the Company such written representations, warranties and covenants as the
Company may require under Section 16(a) of this Plan.

(g) A person exercising a SAR shall not be treated as having
become the registered owner of any Shares issued on such exercise until such
Shares are issued.

(h) The exercise of a SAR shall reduce the number of Shares
subject to the related Stock Option on a one for one basis.

9. Limited SARs.

(a) The Committee shall have authority in its discretion to grant
a Limited SAR to the holder of any Stock Option or any 1966 Option, with
respect to all or some of the Shares covered by such Option; provided, however,
that in the case of Incentive Stock Options, the Committee may grant Limited
SARs only if and to the extent that the grant of such Limited SARs is
consistent with the treatment of the Stock Option as an Incentive Stock Option.
Each Limited SAR shall be on such terms and conditions not inconsistent with
this Plan as the Committee may determine and shall be evidenced by a Limited
SAR Agreement setting forth such terms and conditions executed by the Company
and the holder of the Limited SAR. A Limited SAR may be granted to the holder
of a 1966 Option at any time during its term and may be granted either at the
time of grant of a Stock Option or at any time thereafter during its term. A
Limited SAR may be granted to a Grantee irrespective of whether such Grantee
has a SAR.

(b) Limited SARs may be exercised only during the sixty (60) day
period commencing after the occurrence of a Change of Control, provided,
however, that a Limited SAR that has not been held by the Grantee for at least
six (6) months before the occurrence of a Change of Control may be exercised
only during the sixty (60) day period commencing upon the expiration of such
six (6) month holding period.

Each Limited SAR shall be exercisable only if and to the extent that the
related Option is exercisable, provided, however, that no Limited SAR may be
exercised in any event (i) until the expiration of six (6) months from the date
of grant of the Limited SAR, or (ii) more than six (6) months after the
Termination Date of a Grantee. Upon the exercise of a Limited SAR, the related
Stock Option or 1966 Option shall cease to be exercisable to the extent of the
Shares with respect to which such Limited SAR is exercised, and the Stock
Option and 1966 Option shall be considered to have been exercised to that
extent for purposes of determining the number of Shares available for the grant
of further Awards pursuant to this Plan and the 1966 Stock Option Plan,
respectively. Upon the exercise or termination of an Option, the Limited SAR
with respect to such Option shall terminate to the extent of the Shares with
respect to which the Option was exercised or terminated.

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(c) For any Limited SAR, the term "Spread" as used in this Section
9 shall mean an amount equal to the product computed by multiplying (A) the
Price specified in Section 2(x) by (B) the number of Shares with respect to
which such Limited SAR is being exercised.

(d) Only if and to the extent required in order for the related
Stock Option to be treated as an Incentive Stock Option, a Limited SAR may be
exercised only when there is a positive Spread, that is, when the Fair Market
value per Share exceeds the purchase price per Share at which the related Stock
Option is exercisable. Upon the exercise of a Limited SAR, the holder thereof
shall receive an amount in cash equal to the Spread.

(e) Notwithstanding any other provision of this Plan, no SAR or
Performance Unit may be exercised with respect to any Stock Option at a time
when any Limited SAR with respect to such Stock Option held by the Grantee of
such SAR or Performance Unit may be exercised.

(f) The Company intends that this Section 9 shall comply with the
requirements of the Rule during the term of this Plan. Should any provision of
this Section 9 not be necessary to comply with the requirements of the Rule, or
should any additional provisions be necessary for this Section 9 to comply with
the requirements of the Rule, the Committee may amend this Plan or any Award
agreement to add to or modify the provisions thereof accordingly.

(g) To exercise a Limited SAR, the holder shall give written
notice to the Company in form satisfactory to the Committee specifying the
number of Shares with respect to which he is exercising the Limited SAR.

(h) The exercise of a Limited SAR shall reduce on a one for one
basis the number of Shares subject to the related Stock Option or 1966 Option.

10. Performance Units.

(a) In conjunction with the granting of Stock Options under this
Plan, the Committee may grant Performance Units relating to such Stock Options;
provided, however, that in the case of Incentive Stock Options, the Committee
may grant Performance Units only if and to the extent that the grant of such
Performance Units is consistent with the treatment of the Stock Option as an
Incentive Stock Option. Each grant of Performance Units shall cover such
number of Shares and shall be on such other terms and conditions not
inconsistent with this Plan as the Committee may determine and shall be
evidenced by a Performance Unit Agreement setting forth such terms and
conditions executed by the Company and the Grantee of the Performance Units.
The number of Performance Units granted shall be equal to a specified number of
Shares subject to the related Stock Options. The Committee shall value such
Units to the extent that Performance Goals are achieved, provided, however,
that in no event shall the value per Performance Unit exceed one hundred and
fifty percent (150%) of the purchase price per Share at which the related Stock
Option is exercisable.

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(b) The Committee shall have full and final authority to establish
Performance Goals for each Performance Period on the basis of such criteria,
and the attainment of such objectives, as the Committee may from time to time
determine. In setting Performance Goals, the Committee may take into
consideration such matters which it deems relevant and such financial and other
criteria including but not limited to projected cumulative compounded rate of
growth in earnings per share and average return on equity. During any
Performance Period, the Committee shall have the authority to adjust
Performance Goals for the Performance Period as it deems equitable in
recognition of extraordinary or nonrecurring events experienced by the Company
during the Performance Period including, but not limited to, changes in
applicable accounting rules or principles or changes in the Company's methods
of accounting during the Performance Period or significant changes in tax laws
or regulations which affect the financial results of the Company.

(c) The term "Performance Goals" as used in this Section 10 shall
mean the performance objectives established by the Committee for the Company
for a Performance Period for the purpose of determining if, as well as the
extent to which, a Performance Unit shall be earned.

(d) The term "Performance Period" as used in this Section 10 shall
mean the period of time selected by the Committee (which period shall be not
more than five nor less than three years) commencing on January 1 of the Year
in which the grant of Performance Units is made, during which the performance
of the Company is measured for the purpose of determining the extent to which
Performance Units have been earned.

(e) Performance Units shall be earned to the extent that
Performance Goals and other conditions established in accordance with Paragraph
(b) of this Section 10 are met. The Company shall promptly notify each Grantee
of the extent to which Performance Units have been earned by such Grantee. A
Performance Unit may be exercised only during the period following such notice
and prior to expiration of the related option. Performance Units which have
been earned shall be paid after exercise by the Grantee pursuant to Paragraph
(h) of this Section 10. The Committee shall have the sole and absolute
discretion to determine whether payment for such Performance Unit will be made
in cash, Shares or a combination of cash and Shares, provided that any Shares
used for payment shall be valued at their Fair Market Value on the date of the
exercise of the Performance Unit.

(f) Unless otherwise determined by the Committee, in the event
that a Grantee of Performance Units ceases to be employed by RSI or any
Subsidiary during the term of the related Stock Option, the Performance Units
held by him shall be exercisable only to the extent the related Stock Option is
exercisable and shall be forfeited to the extent that the related Stock Option
was not exercisable on the Termination Date.

(g) The Company intends that this Section 10 shall comply with the
requirements of Section 16(b) of the 1934 Act and the rules thereunder, as from
time to time in effect, including the Rule. Should any provision of this
Section 10 not be necessary to comply with the

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requirements of said Section 16(b) and the rules thereunder or should any
additional provision be necessary for this Section 10 to comply with the
requirements of Section 16(b) and the rules thereunder, the Committee may amend
this Plan or any Award agreement to add to or modify the provisions thereof
accordingly.

(h) To exercise Performance Units, the Grantee shall give written
notice to the Company in form satisfactory to the Committee addressed to the
Secretary of the Company specifying the number of Shares with respect to which
he is exercising Performance Units.

(i) The exercise of Performance Units shall reduce on a one for
one basis the number of Shares subject to the related Stock Option.

11. Restricted Stock Rights.

(a) The Committee from time to time may grant Restricted Stock
Rights to key executive Employees selected by the Committee as being eligible
therefor, which would entitle a Grantee to receive a stated number of Shares
subject to forfeiture of such Rights if such Grantee failed to remain
continuously in the employ of RSI or any Subsidiary for the period stipulated
by the Committee (the "Restricted Period").

(b) Restricted Stock Rights shall be subject to the following
restrictions and limitations:

(i) The Restricted Stock Rights may not be sold,
assigned, transferred, pledged, hypothecated, or otherwise disposed of;

(ii) Except as otherwise provided in Paragraph (d) of this
Section 11, the Restricted Stock Rights and the Shares subject to such
Restricted Stock Rights shall be forfeited and all rights of a Grantee to such
Restricted Stock Rights and Shares shall terminate without any payment of
consideration by the Company if the Grantee fails to remain continuously as an
Employee of RSI or any Subsidiary for the Restricted Period. A Grantee shall
not be deemed to have terminated his period of continuous employment with RSI
or any Subsidiary if he leaves the employ of RSI or any Subsidiary for
immediate reemployment with RSI or any Subsidiary.

(c) The Grantee of Restricted Stock Rights shall not be entitled
to any of the rights of a holder of the Common Stock with respect to the Shares
subject to such Restricted Stock Rights prior to the issuance of such Shares
pursuant to the Plan. During the Restricted Period, for each Share subject to
a Restricted Stock Right, the Company will pay the holder an amount in cash
equal to the cash dividend declared on a Share during the Restricted Period on
or about the date the Company pays such dividend to the stockholders of record.

(d) In the event that the employment of a Grantee terminates by
reason of death, Disability or Retirement, such Grantee shall be entitled to
receive the number of Shares subject

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to the Restricted Stock Right multiplied by a fraction (x) the numerator of
which shall be the number of days between the date of grant of such Restricted
Stock Right and the date of such termination of employment, and (y) the
denominator of which shall be the number of days in the Restricted Period,
provided, however, that any fractional Share shall be cancelled. If a
Grantee's employment is interrupted by reason of Disability or a leave of
absence (as determined by the Committee), then the Committee may permit the
delivery of the Shares subject to the Restricted Stock Right in such amounts as
the Committee may determine.

(e) Notwithstanding Paragraphs (a) and (b) of this Section 11,
unless otherwise determined by the Committee prior to the occurrence of a
Change of Control, in the event of a Change of Control all restrictions on
Restricted Stock shall expire and all Shares subject to Restricted Stock Rights
shall be issued to the Grantees. Additionally, the Committee may, at any time,
provide for the acceleration of the Restricted Period and of the issuance of
all or part of the Shares subject to Restricted Stock Rights. Any
determination made by the Committee pursuant to this Section 11(e) may be made
as to all Restricted Stock Rights or only as to certain Restricted Stock Rights
specified by the Committee. Once made, any determination by the Committee
pursuant to this Section 11(e) shall be irrevocable.

(f) When a Grantee shall be entitled to receive Shares pursuant to
a Restricted Stock Right, the Company shall issue the appropriate number of
Shares registered in the name of the Grantee.

12. Dilution and Other Adjustments. If there shall be any change in the
Shares subject to the Plan or any Award granted under the Plan, as a result of
merger, consolidation, reorganization, recapitalization, stock dividend, stock
split or other change in the corporate structure, adjustments may be made by
the Committee, as it may deem appropriate, in the aggregate number and kind of
Shares subject to the Plan or to any outstanding Award, and in the terms and
provisions of this Plan and any Awards granted hereunder, in order to reflect,
on an equitable basis, any such change in the Shares contemplated by this
Section 12. Any adjustment made by the Committee pursuant to this Section 12
shall be conclusive and binding upon the Grantee, the Company and any other
related person.

13. Substitute Options. Incentive and/or Non-qualified Stock Options may
be granted under this Plan from time to time in substitution for either
incentive or non-qualified stock options or both held by employees of other
corporations who are about to become employees of the Company as the result of
a merger, consolidation or reorganization of the employing corporation with the
Company, or the acquisition by the Company of the assets of the employing
corporation, or the acquisition by the Company of stock of the employing
corporation as the result of which it becomes a Subsidiary of the Company. The
terms and conditions of the Stock Options so granted may vary from the terms
and conditions set forth in this Plan to such extent as the Committee at the
time of grant may deem appropriate to conform, in whole or in part, to the
provisions of the stock options in substitution for which they are granted,
but, in the event that

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the option for which a substitute Stock Option is being granted is an incentive
stock option, no variation shall adversely affect the status of any substitute
Stock Option as an incentive stock option under the Code.

14. Miscellaneous Provisions.

(a) Notwithstanding any other provision of the Plan, no Stock
Option, SAR, Limited SAR or Restricted Stock Right granted hereunder may be
exercised nor shall any payment in respect of any Performance Unit granted
hereunder be made and all rights of the Grantee thereof, or of the Grantee's
legal representatives, heirs or legatees, shall be forfeited if, prior to the
time of such exercise or payment, the Committee (or in the event of a Change of
Control, the Incumbent Board) determines that the Grantee has (i) used for
profit or disclosed confidential information or trade secrets of the Company to
unauthorized persons, or (ii) breached any contract with, or violated any legal
obligation to, the Company, or (iii) engaged in any other activity which would
constitute grounds for termination for cause of the Grantee by the Company.
The Committee (or the Incumbent Board) shall give a Grantee written notice of
such determination prior to making any such forfeiture. The Committee (or the
Incumbent Board) may waive the conditions of this Paragraph in full or in part
if, in its sole judgment, such waiver will have no substantial adverse effect
upon the Company. The determination of the Committee (or the Incumbent Board)
as to the occurrence of any of the events specified above and to the
forfeiture, if any, shall be conclusive and binding upon the Grantee, the
Company and any other related person.

(b) The Grantee of an Award shall have no rights as a stockholder
with respect thereto, except as otherwise expressly provided in the Plan,
unless and until certificates for Shares are issued.

(c) No Award or any rights or interests therein shall be
assignable or transferable by the Grantee except by will or the laws of descent
and distribution. During the lifetime of the Grantee, an Award shall be
exercisable only by the Grantee or the Grantee's guardian or legal
representative.

(d) The Company shall have the right to deduct from all Awards
granted hereunder to be distributed in cash any Federal, state, local or
foreign taxes required by law to be withheld with respect to such cash
payments. In the case of Awards to be distributed in Shares, the holder or
other person receiving such Common Stock shall be required, as a condition of
such distribution, either to pay to the Company at the time of distribution
thereof the amount of any such taxes which the Company is required to withhold
with respect to such Shares or to have the number of the Shares, valued at
their Fair Market Value on the date of distribution, to be distributed reduced
by an amount equal to the value of such taxes required to be withheld.

(e) No Employee shall have any claim or right to be granted an
Award under the Plan, nor having been selected as a Grantee for one Year, any
right to be a Grantee in any other

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Year. Neither the Plan nor any action taken hereunder shall be construed as
giving any Grantee any right to be retained in the employ of RSI or any
Subsidiary, and the Company expressly reserves its right at any time to dismiss
any Grantee with or without cause.

(f) The costs and expense of administering the Plan shall be borne
by the Company and not charged to any Award nor to any Grantee.

(g) The Plan shall be unfunded. The Company shall not be required
to establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Award under the Plan, and payment of Awards
shall be subordinate to the claims of the Company's general creditors.

(h) Whenever used in the Plan, the masculine gender shall include
the feminine or neuter wherever necessary or appropriate and vice versa and the
singular shall include the plural and vice versa.

15. Indemnification of the Committee. Service on the Committee shall
constitute service as a director of the Company and members of the Committee
shall be entitled to indemnification, advancement of expenses and reimbursement
as directors of the Company pursuant to its Articles of Incorporation, bylaws,
resolutions of the Board of Directors of RSI or otherwise.

16. Compliance with Law.

(a) Each Grantee, to permit the Company to comply with the
Securities Act of 1933, as amended (the "1933 Act"), and any applicable blue
sky or state securities laws, shall represent in writing to the Company at the
time of the grant of an Award and at the time of the issuance of any Shares
thereunder that such Grantee does not contemplate and shall not make any
transfer of any Shares to be acquired under an Award except in compliance with
the 1933 Act and such Grantee shall enter into such agreements and make such
other representations as, in the opinion of counsel to the Company, shall be
sufficient to enable the Company legally to issue the Shares without
registration thereof under the 1933 Act. Certificates representing Shares to
be acquired under Awards shall bear legends as counsel for the Company may
indicate are necessary or appropriate to accomplish the purposes of this
Section 16.

(b) If at any time the Committee shall determine that the listing,
registration or qualification of the Shares subject to any Award upon any
securities exchange or under any state or federal law, or the consent or
approval of any government regulatory body is necessary or desirable as a
condition of, or in connection with, the granting of or issuance of Shares
under such Award, such Shares shall not be issued unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.

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17. Amendment of the Plan. The Committee may at any time (i) terminate
this Plan or (ii) modify or amend this Plan in any respect, except that without
shareholder approval the Committee may not (A) materially increase the benefits
accruing to Grantees under the Plan if and to the extent required to maintain
the qualification of the Plan under the Rule, (B) materially increase the
number of securities which may be issued under the Plan, or (C) materially
modify the requirements as to eligibility for participation in the Plan. The
termination or any modification or amendment of this Plan shall not, without
the consent of any Grantee involved, adversely affect his rights under an Award
previously granted to him.

18. Effective Date and Term of the Plan.

(a) This Plan originally became effective for the fiscal year
commenced January 1, 1980. The Plan was approved on May 2, 1980, by the
holders of a majority of the then outstanding Shares of the Company. The Plan
as then amended was most recently approved by the holders of a majority of the
outstanding Shares of the Company on May 7, 1993.

(b) Unless previously terminated in accordance with Section 17 of
this Plan, this Plan shall terminate on the close of business on May 1, 2000,
after which no Awards shall be granted under this Plan. Such termination shall
not affect any Awards granted prior to such termination.