AMENDED MANAGEMENT INCENTIVE PLAN

Board shall be designated.  A director is an outside director if the director: (a) is not a current employee of the publicly held corporation; (b) is not a former employee of the publicly held corporation who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year; (c) has not been an officer of the Company; and (d) does not receive remuneration, either directly or indirectly, in any capacity other than as a director.

2.2                                  GRANT AND TERMS OF PLAN BENEFITS; ADMINISTRATION OF THE PLAN.   The Committee may grant Plan Benefits to Participants (hereafter defined) on the terms and subject to the conditions stated in this Plan.

The Committee shall, subject to the limitations of this Plan, have full power and discretion to interpret and administer the Plan; to establish selection guidelines; to select eligible persons for participation; and to determine the form of grant, either in the form of stock awards, money credits, share units, stock options or stock appreciation rights or combinations thereof, the number of shares subject to the grant, the fair market value of the Common Stock when necessary, the restriction and forfeiture provisions relating to restricted stock, the time and conditions of vesting or exercise, the conditions, if any, under which time of vesting or exercise may be accelerated, the conditions, form, time, manner and terms of payment of any award, and all other terms and conditions of the grant provided that all stock options shall be granted in compliance with and subject to the terms of Section 6 of this Plan.  The Committee may establish rules, regulations and guidelines for the administration of the Plan, and impose, incidental to a grant of Plan Benefits, conditions with respect to employment or other activities not inconsistent with or conflicting with the Plan.

The Committee may, in its discretion, delegate to the Chief Executive Officer of the Company the power and authority with respect to the selection of and grants of Plan Benefits to certain Participants who are not:

1.                the beneficial owner of more than 10% of any class of equity securities of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended;

2.                a director of the Company; or

3.                an officer of the Company, as that term is defined in Rule 16a-1(f) of the Rules of the Securities and Exchange Commission.

The interpretation by the Committee of the terms and provisions of the Plan and the administration thereof, and all action taken by the Committee, shall be final, binding and conclusive on the Company, its stockholders, all Participants and employees of the Company, and upon their respective beneficiaries, successors and assigns, and upon all other persons claiming under or through any of them.  By accepting Plan Benefits each Participant, and each person claiming under or through him, shall be conclusively deemed to have indicated his acceptance and ratification of, and consent to, all provisions of the Plan and any action or decision under the Plan by the Company, the Board or the Committee.

2.3                                  PLAN PARTICIPANTS.   Unless denied the right to participate by specific sections hereof, the following persons shall be eligible to be participants in the Plan and, subject to the discretion of the Committee, received Plan Benefits:

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(a)                                   employees of the Company;

(b)                                  officers of the Company;

(c)                                   directors of the Company; and

(d)                                  consultants.

The foregoing class of persons shall be referred to herein as “Participants”.

2.4                                  LIMITATION ON SHARES TO BE ISSUED; REVERSION OF UNEXERCISED SHARES.   The maximum number of shares of Common Stock of the Company, $0.01 par value (the “Common Stock”), to be issued under the Plan shall be 22,000,000 shares, including shares already issued or to be issued pursuant to any previously exercised and outstanding options awarded under the 1984 Option Plan or the Original MIP.  Shares awarded pursuant to grants made under either the 1984 Option Plan, the Original MIP, or this Plan, which are not exercised for any reason (whether by reason of expiration, surrender, cancellation, termination or forfeiture) or received by the Company as the payment of purchase price as described in Section 6.6(a)(2) shall be available for future grants.

2.5                                  SHARES OF COMMON STOCK.   Shares of Common Stock to be issued may be authorized and un-issued shares of Common Stock, treasury stock or a combination thereof.  It is contemplated that the Company, although under no legal obligation to do so, may from time to time purchase shares of Common Stock for the purpose of paying all or any portion of any award payable in or measured by the value of shares of Common Stock, or for the purpose of replacing shares issued or transferred in payment of all or part of an award.  All shares so purchased shall, unless and until transferred in payment of an award, be at all times the property of the Company available for any corporate purposes, and no Participant or employee or beneficiary, individually or as a group, shall have any right, title or interest in any shares of Common Stock so purchased.

2.6                                  ADJUSTMENT PROVISIONS.   In the event that any recapitalization, or reclassification, split-up or consolidation of shares of Common Stock shall be effective, or the outstanding shares of Common Stock are, in connection with a merger or consolidation of the Company or a sale by the Company of all or a part of its assets, exchanged for a different number or class of shares of stock or other securities of the Company, or for shares of the stock or other securities of any other corporation, or new, different or additional shares or other securities of the Company or of another corporation are received by the holders of Common Stock or any distribution is made to the holders of Common Stock other than a cash dividend, (a) the maximum number of class of shares or other securities that may be issued or transferred under the Plan, and (b) the number of share units or the number and class of shares or other securities which are the subject of any grant, shall in each case be equitably adjusted.  If an equitable adjustment cannot be made or the Board determines that further adjustment is appropriate to accomplish fairly the purposes of the Plan, the Board shall make such equitable adjustment under the Plan as it determines will fairly preserve the Plan Benefits to the Participants and the Company.

2.7                                  EFFECTIVE DATE AND TERM OF PLAN.   The Plan shall be effective immediately upon its approval by the stockholders.  Awards may be made and shares may be issued pursuant to the Plan on or after its effective date pursuant to, and in accordance with, agreements for the issuance thereof entered into prior to the effective date.  The Plan shall terminate ten years after it becomes effective unless terminated prior thereto by action of the Board.  No further grants shall be made under the Plan after its termination, but termination shall not affect the rights of any Participant under any grants made prior to termination.  This

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Plan or any subsequent Plan may be amended and readopted by the Board and the stockholders from time to time.  Each re-adoption shall constitute a new Plan.  Participants may hold awards under more than one Plan.

2.8                                  LIMITATION OF PLAN BENEFITS .  Plan Benefits granted to any Participant in any one year shall be limited to two percent (2%) of the total shares authorized for issuance under the Plan (i.e., 2% of 22,000,000).

2.9                                  PERFORMANCE BASED CRITERIA .  If the Committee determines that grants of stock awards, share units and money credits should be made to Participants in order to qualify for the compensation deduction exemption established by Section 162(m), the award shall be governed by this Section 2.9 of the Plan in addition to other applicable sections of the Plan.  The Committee shall base such compensation solely on account of the attainment of one or more pre-established, objective performance goals.  The performance goal must be established in writing by the Committee prior to the commencement of the services to which the performance goal relates, but no later than ninety (90) days after the commencement of the service period to which it relates, and while the outcome is substantially uncertain (i.e., before 25% of the performance period has elapsed).  Performance goals may be based on one or more criteria: revenue, EPS, return on assets, return on capital, return on investment, return on sales, productivity, market share, cash flow, generation of free cash, Common Stock price, operating expense ratios, quality, delivery performance or level of improvement in any of the foregoing.

The written performance goal for a Covered Employee must be based on an objective formula or standard for performance-based compensation, such that a third party having knowledge of the relevant performance results could calculate the amount to be paid to the employee and must specify the individual employees or class of employees to which it applies.  Once established, the Committee shall not be entitled any discretion to increase the amount of grants under the Plan that would otherwise be due upon attainment of the performance goal.

The Committee must certify in writing, prior to the grant of restricted stock, stock awards, share units and money credits that all of the performance goals and other material terms of the arrangement for payment of the grants has been met.  This section of the Plan shall not apply to an award to a Participant unless the Committee has determined that such award should qualify for the compensation deduction exemption of Section 162(m).

III. STOCK AWARDS

3.1                                  FORM OF AWARD.   Stock awards, whether performance awards or fixed awards, may be made to selected Participants in the form of shares of Common Stock, but which may be forfeitable and/or with restrictions or transfer in any form as hereinafter provided.

3.2                                  PERFORMANCE AWARDS.   Awards may be made in terms of a stated potential maximum number of shares, with the actual number earned to be determined by reference to the level of achievement of corporate, group, division, individual or other specific objectives over a period or periods of not less than one or more than ten years.  No interests of any kind shall be vested in an individual receiving a performance award until the conclusion of the period or periods and the determination of the level of achievement specified in the award, and the time of vesting thereafter shall be specified in the award.

3.3                                  FIXED AWARDS.   Awards may be made to Participants which are not contingent on the performance of objectives but which are contingent on the Participant’s continuing in the

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employ of the Company, rendering consulting services or refraining from competitive activities for a period to be specified in the award, which period shall not be less than one year.

3.4                                  RIGHTS WITH RESPECT TO RESTRICTED SHARES.   Awards may be made in the form of shares which are subject to restrictions on transfer, as determined by the Committee.  Unless otherwise provided by the Committee, the Participant who receives shares of restricted Common Stock shall have the right to vote the shares and to receive dividends thereon from the date of issuance, unless and until forfeited.

3.5                                  TERMS AND CONDITIONS.   Awards shall contain such terms and conditions as the Committee shall specify, including without limitation, restrictions on the sale or other disposition of the shares, or the forfeiture of the awards upon termination of employment prior to the expiration of a designated period of time or the occurrence of other events.  In addition, shares of restricted Common Stock issued pursuant to an award shall be released from the restrictions at the times determined by the Committee.  The award shall be paid to the Participant either in shares of Common Stock having a fair market value equal to the maturity value of the award, or in cash equal to the maturity value of the award, or in such combination thereof as the Committee shall determine.

IV. SHARE UNITS

4.1                                  CREDITS.   The Committee may in its discretion provide that a Participant shall receive a credit of share units, each of which is equivalent to a share of Common Stock except for the power to vote and the entitlement to current dividends.

4.2                                  RIGHTS WITH RESPECT TO SHARE UNITS.   If share units are credited to a Participant, amounts equal to dividends otherwise payable on a like number of shares of Common Stock after the crediting of the units may, in the discretion of the Committee, be paid to the Participant as and when paid, or converted into additional share units which shall be credited to the Participant and held until later forfeited or paid out.  Share units may be paid to the Participant in the form of cash or shares of Common Stock according to such requirements and guidelines as the Committee shall deem appropriate.

V. MONEY CREDITS

5.1                                  CREDITS.   The Committee may in its discretion provide that a Participant shall receive a credit of money credits, which shall be in units of a dollar or a fraction thereof.

5.2                                  RIGHTS WITH RESPECT TO MONEY CREDITS.   If a Participant is credited with money credits, a money account shall be established for the Participant which shall be credited with interest equivalents on amounts previously credited to the account, or an amount equal thereto paid to the Participant, on a calendar quarter basis compounded and at such rate as the Committee determines to be appropriate from time to time.  Money credits may be paid to the Participant in the form of cash or shares of the Company’s Common Stock according to such requirements and guidelines as the Committee shall deem appropriate.

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VI.  STOCK OPTIONS

6.1                                  STOCK OPTION PLAN.   By action of the Board in 1984, and after approval by the Stockholders, the Company adopted the 1984 Option Plan.  The 1984 Option Plan was modified and approved by stockholders in March of 1989 to increase the authorized shares to 2,000,000, creating the “Old MIP”. The Old MIP was amended on July 7, 1995, April 16, 1998, and April 20, 2000 to increase the authorized shares to 5,000,000, 6,500,000 and 17,000,00 shares respectively, and is amended by this Plan to increase the authorized shares to the level set out in Section 2.4 of this Plan.   This Section 6 sets out the terms and conditions for the MIP for grants issued on April 21, 2005 and thereafter until this Plan expires or is subsequently amended.

6.2                                  OPTIONS ISSUED UNDER PREVIOUS OPTION PLANS.   All stock options issued pursuant to the 1984 Option Plan shall be governed by the terms and conditions set forth in the 1984 Option Agreement.  All stock options issued pursuant to the Old MIP shall be governed by the terms and conditions set forth in the Old MIP Agreement.

6.3                                  STOCK SUBJECT TO THE PLAN.

(a)                                   Options may, from time to time on and after the effective date of this Plan, be granted to Participants of the Company or its affiliates to purchase not more than the aggregate number of shares of stock (subject to adjustment in accordance with paragraph 6.3(b) reserved in accordance with Section  2.4 of the Plan).  As the Committee may determine from time to time, the shares may consist either in whole or in part of shares of authorized but un-issued Common Stock, or shares of authorized and issued Common Stock reacquired by the Company.  If an option is surrendered or for any other reason ceases to be exercisable in whole or in part, the shares which were subject to such option but as to which the option has not been exercised shall continue to be available under the Option Plan.

(b)                                  If there shall be any change in the stock subject to the Plan or the stock subject to any option granted hereunder, through merger, consolidation, reorganization, recapitalization, reincorporation, stock split, stock dividend (in excess of 2%), or other change in the corporate structure of the Company, appropriate adjustment shall be made by the Committee to the aggregate number of shares subject to the Plan and the number of shares and price per share subject to outstanding options in order to preserve, but not to increase, the benefits of the optionee; provided, however, that subject to any required action by the stockholders, if the Company shall not be the surviving corporation in any merger, consolidation, or reorganization, every option outstanding hereunder shall terminate, unless the surviving corporation shall (subject to any applicable provisions of the Internal Revenue Code) assume (with appropriate changes) the outstanding options or replace them with new options of comparable value (in accordance with Section 425(a) of the Internal Revenue Code).  Notwithstanding the preceding provisions, if such surviving corporation does not so assume or replace the outstanding options hereunder, each optionee shall have the right immediately prior to such merger, consolidation, or reorganization to exercise all his outstanding option(s), whether or not the options have vested.

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6.4                                  ELIGIBILITY.   Persons who shall be eligible to have granted to them the options provided for by this Option Plan shall be those persons set out in Section 2.3 of the Plan, as the Committee in its sole discretion shall determine.

6.5                                  ADMINISTRATION OF THE PLAN.   The Option Plan shall be administered as set forth in Section 2 of the Plan.

6.6(a)                    PURCHASE PRICE; TERMS; EXERCISE OF OPTIONS.

(1)                                   Calculation of Purchase Price .  The purchase price of the Common Stock under each stock option shall be 100% of the fair market value of the Common Stock on the date of grant (the “Purchase Price”).  The fair market value of the Common Stock on any day shall be (i) if the principal market for the Common Stock is a national securities exchange or the National Market System of the National Association of Securities Dealers Automated Quotations, the highest closing price of the Common Stock on such exchange or system on the day the option is granted or if no sale of the Company’s Common Stock shall have been made on any stock exchange on that day, on the next preceding day on which there was a sale of such stock, or, (ii) if the principal market for the Common Stock is not one of the markets noted in 6.6(a)(1)(i) and the Common Stock is quoted on the National Association of Securities Dealers Automated Quotations System, the mean between the closing bid and the closing asked prices for the Common Stock on such day on such System, or (iii) if the principal market for the Common Stock is not a national securities exchange and the Common Stock is not quoted on the National Association of Securities Dealers Automated Quotations System, the mean between the highest bid and lowest asked price for the Common Stock on such day as reported by the National Quotation Bureau, Inc.; provided that if clauses (i), (ii) and (iii) of this Paragraph are all inapplicable, or if no trades have been made or no quotes are available for such day, the fair market value of the Common Stock shall be determined by the Committee by any method consistent with applicable regulations adopted by the Commissioner of Internal Revenue relating to the stock options.  The Purchase Price shall be subject to adjustment as provided in paragraph 2(b) hereof.

(2)                                   Payment of Purchase Price .  The Purchase Price shall become due immediately upon exercise of the option and shall be payable in full in cash or cash equivalents; provided, however, that the Committee shall have the authority, exercisable at its discretion either at the time the option is granted or at the time it is exercised, to make the option payable in one of the alternative forms specified below:

(i)                                      full payment in shares of Company Common Stock (owned for at least six months before the exercise date) having a fair market value on the Exercise Date (as such term is defined below) equal to the Purchase Price; or

(ii)                                   a combin