EXHIBIT 10.27

NEITHER THIS WARRANT NOR THE SHARES OF CLASS A COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT, AND, IF AN EXEMPTION
SHALL BE APPLICABLE, THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Void after 5:00 p.m. Eastern Standard Time, on August 21, 2012.


                    WARRANT TO PURCHASE CLASS A COMMON STOCK

                                       OF

                                  eESPEED, INC.

     FOR VALUE RECEIVED, eSPEED, INC. (the "Company"), a Delaware corporation,
hereby certifies that UBS AMERICAS INC. (successor by merger to UBS USA Inc.)
(the "Initial Holder"), or its permitted assigns (together with the Initial
Holder, the "Holder"), is entitled to purchase from the Company, at any time or
from time to time commencing on the Exercise Date set forth in Section 4 hereof
(as the same may be accelerated pursuant to Section 4(b) hereof) and prior to
5:00 P.M., Eastern Standard Time, on August 21, 2012 a total of 225,000 fully
paid and non-assessable shares of Class A Common Stock, par value $.01 per
share, of the Company for a purchase price of $8.75 per share. (Hereinafter, (i)
said Class A Common Stock, together with any other equity securities which may
be issued by the Company with respect thereto or in substitution therefor, is
referred to as the "Class A Stock," (ii) the shares of the Class A Stock
purchasable hereunder are referred to as the "Warrant Shares," (iii) the
aggregate purchase price payable hereunder for the Warrant Shares is referred to
as the "Aggregate Warrant Price," (iv) the price payable hereunder for each of
the Warrant Shares is referred to as the "Per Share Warrant Price," (v) this
Warrant, and all warrants hereafter issued in exchange or substitution for this
Warrant are referred to as the "Warrant" and (vi) the holder of this Warrant is
referred to as the "Holder.") The number of Warrant Shares and the securities
(if applicable) for which this Warrant is exercisable and the Per Share Warrant
Price are subject to adjustment as hereinafter provided under Section 3.

     1. EXERCISE OF WARRANT. This Warrant may be exercised, in whole at any time
or in part from time to time, commencing on the Exercise Date set forth in
Section 4 hereof (as the same may be accelerated pursuant to Section 4(b)
hereof) and prior to 5:00 P.M., Eastern Standard Time, on August 21, 2012 by the
Holder of this Warrant by the surrender of this Warrant (with the subscription
form at the end hereof duly executed) at the address set forth in Section 9(a)
hereof, together with proper payment of the Aggregate Warrant Price, or the
proportionate part thereof if this Warrant is exercised in part. The Aggregate
Warrant Price or Per Share Warrant Price shall be paid in cash, via wire
transfer to an account designated by the Company, or by certified or official
bank check payable to the order of the Company.

         If this Warrant is exercised in part, the Holder shall be entitled to
receive a new Warrant covering the number of Warrant Shares in respect of which
this Warrant has not been exercised and setting forth the proportionate part of
the Aggregate Warrant Price applicable to such Warrant Shares. Upon the
surrender of this Warrant, for an exercise of this Warrant in part, the Company
will (a) issue and



deliver a certificate or certificates in the name of the Holder for the shares
of the Class A Stock to which the Holder shall be entitled for such partial
exercise, and (b) issue and deliver a Warrant in the name of the Holder for the
remaining number of Warrant Shares in respect of which this Warrant has not been
exercised, pursuant to the provisions of this Warrant.

         If this Warrant is exercised in whole, upon surrender of this Warrant,
the Company will issue a certificate or certificates in the name of the Holder
for the shares of the Class A Stock to which the Holder shall be entitled,
pursuant to the provisions of this Warrant.

         No fractional shares shall be issued upon the exercise of this Warrant.
With respect to any fraction of a share called for upon any exercise hereof, the
Company shall pay to the Holder an amount in cash equal to such fraction
multiplied by the fair market value of a share as reasonably determined by the
Company's Board of Directors.

     2. RESERVATION OF WARRANT SHARES. The Company agrees that, prior to the
expiration of this Warrant, the Company from and as of the date hereof, will
have authorized and in reserve, and will keep available, solely for issuance or
delivery upon the exercise of this Warrant, the shares of the Class A Stock as
from time to time shall be receivable upon the exercise of this Warrant.

     3. ADJUSTMENTS FOR CORPORATE EVENTS. The number and kind of securities
issuable upon the exercise of this Warrant, the Per Share Warrant Price and the
number of Warrant Shares for which this Warrant may be exercised shall be
subject to adjustment from time to time in accordance with the following
provisions:

         (a) Reorganization, Reclassification. In the event of a reorganization,
share exchange, or reclassification, other than a change in par value, or from
par value to no par value, or from no par value to par value or a transaction
described in subsection (b) or (c) below, this Warrant shall, after such
reorganization, share exchange or reclassification, be exercisable into the kind
and number of shares of stock or other securities or other property of the
Company which the holder of this Warrant would have been entitled to receive if
the holder had held the Warrant Shares issuable upon exercise of this Warrant
immediately prior to such reorganization, share exchange, or reclassification.
The provision of this Section 3(a) shall similarly apply to successive
reorganizations and reclassifications.

         (b) Merger, Consolidation or Sale of All or Substantially All Assets.
In the event of a merger or consolidation to which the Company is a party or the
sale of all or substantially all of the assets of the Company, this Warrant
shall, after such merger, consolidation or sale, be exercisable for the kind and
number of shares of stock and/or other securities, cash or other property which
the holder of this Warrant would have been entitled to receive if the holder had
held the Warrant Shares issuable upon exercise of this Warrant immediately prior
to such merger, consolidation or sale. Any such merger, consolidation or sale
shall require, as a condition thereto, that such other party to such merger,
consolidation or sale agree in writing to assume this Warrant. The provision of
this Section 3(b) shall similarly apply to successive mergers and transfers.

         (c) Subdivision or Combination of Shares. In case outstanding shares of
Class A Stock shall be subdivided, the Per Share Warrant Price shall be
proportionately reduced as of the effective date of such subdivision, or as of
the date a record is taken of the holders of Class A Stock for the purpose of so
subdividing, whichever is earlier. In case outstanding shares of Class A Stock
shall be combined, the Per Share Warrant Price shall be proportionately
increased as of the effective date of such combination, or as of the date a
record is taken of the holders of Class A Stock for the purpose of so combining,
whichever is earlier.

                                       2


         (d) Stock Dividends. In case shares of Class A Stock are issued as a
dividend or other distribution on the Class A Stock, then the Per Share Warrant
Price shall be adjusted, as of the date a record is taken of the holders of
Class A Stock for the purpose of receiving such dividend or other distribution
(or if no such record is taken, as at the earliest of the date of such
declaration, payment or other distribution), to that price determined by
multiplying the Per Share Warrant Price in effect immediately prior to such
declaration, payment or other distribution by a fraction (i) the numerator of
which shall be the number of shares of Class A Stock outstanding immediately
prior to the declaration or payment of such dividend or other distribution, and
(ii) the denominator of which shall be the total number of shares of Class A
Stock outstanding immediately after the declaration or payment of such dividend
or other distribution. In the event that the Company shall declare or pay any
dividend on the Class A Stock payable in any right to acquire Class A Stock for
no consideration, then, for purposes of calculating such adjustment, the Company
shall be deemed to have made a dividend payable in Class A Stock in an amount of
shares equal to the maximum number of shares issuable upon exercise of such
rights to acquire Class A Stock.

         (e) Adjustment of Aggregate Number of Warrant Shares Issuable. Upon
each adjustment of the Per Share Warrant Price under the provisions of this
Section 3, the aggregate number of Warrant Shares issuable upon exercise of this
Warrant shall be adjusted to an amount determined by multiplying the Warrant
Shares issuable prior to such adjustment by a fraction (x) the numerator of
which is the Per Share Warrant Price in effect immediately prior to the event
causing such adjustment (y) the denominator of which is the adjusted Per Share
Warrant Price.

         (f) Minimum Adjustment. No adjustment of the Per Share Warrant Price
shall be made if the amount of any such adjustment would be an amount less than
1% of the Per Share Warrant Price then in effect, but any such amount shall be
carried forward and an adjustment in respect thereof shall be made at the time
of and together with any subsequent adjustment which, together with such amount
and any other amount or amounts so carried forward, shall aggregate an increase
or decrease of 1% or more.

         (g) Treasury Shares. The number of shares of Class A Stock at any time
outstanding shall not include any shares thereof then directly or indirectly
owned or held by or for the account of the Company.

         (h) Notices. If at any time, (x) the Company shall declare a stock
dividend (or any other distribution except for cash dividends) on its Class A
Stock; (y) there shall be any capital reorganization or reclassification of the
Class A Stock, or any consolidation or merger to which the Company is a party,
or any sale or transfer of all of substantially all of the assets of the
Company; or (z) there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Company; then, in any one or more of such
cases, the Company shall give written notice to the Holder, not less than 10
days before any record date or other date set for definitive action, or of the
date on which such reorganization, reclassification, sale, consolidation,
merger, dissolution, liquidation or winding up shall take place, as the case may
be. Such notice shall also set forth such facts as shall indicate the effect of
such action (to the extent such effect may be known at the date of such notice)
on the current Per Share Warrant Price and the kind and amount of Class A Stock
and other securities and property deliverable upon exercise of this Warrant.
Such notice shall also specify the date (to the extent known) as of which the
holders of the Class A Stock of record shall be entitled to exchange their Class
A Stock for securities or other property deliverable upon such reorganization,
reclassification, sale, consolidation, merger, dissolution, liquidation or
winding up, as the case may be. In addition, whenever the aggregate number of
Warrant Shares issuable upon exercise of this Warrant and Per Share Warrant
Price is adjusted as herein provided, the Chief Financial Officer of the Company
shall compute the adjusted number of Warrant Shares and Per Share Warrant Price
in accordance with the foregoing provisions and shall prepare a written
certificate

                                       3


setting forth such adjusted number of Warrant Shares and Per Share Warrant
Price, and such written instrument shall promptly be delivered to the
recordholder of this Warrant.

         4. EXERCISE OF WARRANT.

         (a) Exercise Date. This Warrant shall be vested immediately and shall
be exercisable as to all Warrant Shares commencing May 21, 2011 (the "Exercise
Date"), subject to acceleration as set forth in subsection (b) below.

         (b) Acceleration of Exercisability. This Warrant shall become
exercisable as to (i) 50,000 of the Warrant Shares on October 1, 2003 and (ii)
the remaining 175,000 Warrant Shares, in seven lots of 25,000 Warrant Shares
each, if the Price Feed Condition (as defined in paragraph (x) below), is
satisfied for each of the First Commitment Period through the Seventh Commitment
Period (as defined in paragraph (y) below). Satisfaction of the Price Feed
Condition shall be evidenced by a Determination pursuant to paragraph (x) below.
For the avoidance of doubt, it is understood that each Commitment Period is
independent and the failure to satisfy the Price Feed Condition for one or more
Commitment Periods shall not preclude satisfaction of the Price Feed Condition
and acceleration of the related Warrant Shares in any other Commitment Period.

               (x) Definition of Price Feed Condition. A "Price Feed Condition"
               shall be deemed satisfied if, during the applicable Commitment
               Period (as defined in paragraph (y) below), the Subscriber shall
               have performed, satisfied and complied in all material respects
               with the covenants, agreements and conditions required thereby to
               be performed, satisfied or complied with by the Bank (as defined
               in that certain Global Fixed Income Transaction Fee Agreement,
               dated 21 August 2002 between the Company and the Initial Holder,
               as amended by the Amendment to Global Fixed Income Transaction
               Fee Agreement dated as of September 18, 2003 (the "Amendment")
               (as so amended, the "Agreement")) in accordance with Annex II of
               the Agreement, as the same may be further amended from time to
               time. Within 21 days of the end of each Commitment Period, the
               Company shall notify the Holder in writing as to whether the
               Price Feed Condition has been satisfied for such Commitment
               Period, together with an explanation for such determination in
               reasonable detail (the "Determination"). If the Holder notifies
               the Company in writing, within fifteen (15) days of receipt of
               the Determination of its objection to the Determination, then no
               determination shall be made until the Company and the Holder
               shall agree upon an appropriate determination or a court of
               competent jurisdiction shall make a determination by a
               non-appealable order.

               (y) Definition of Commitment Period. A "Commitment Period" shall
               mean each of the following Quarterly periods (i) November 1, 2003
               through January 31, 2004 (the "First Commitment Period"), (ii)
               February 1, 2004 through April 30, 2004 (the "Second Commitment
               Period"), (iii) May 1, 2004 through July 31, 2004 (the "Third
               Commitment Period"), (iv) August 1, 2004 through October 31, 2004
               (the "Fourth Commitment Period), (v) November 1, 2004 through
               January 31, 2005 (the "Fifth Commitment Period"), (vi) February
               1, 2005 through April 30, 2005 (the "Sixth Commitment Period")
               and (vii) May 1, 2005 through July 31, 2005 (the "Seventh
               Commitment Period"). The failure to satisfy the Price Feed
               Condition for any Commitment Period shall result in the relevant
               Warrant Shares exercisability commencing on the Exercise Date,
               without acceleration.

                                       4


     5. FULLY PAID STOCK; TAXES. The Company agrees that the shares of the Class
A Stock represented by each and every certificate for Warrant Shares delivered
on the proper exercise of this Warrant shall, at the time of such delivery, be
validly issued and outstanding, fully paid and non-assessable, and not subject
to preemptive rights, and the Company will take all such actions as may be
necessary to assure that the par value or stated value, if any, per share of the
Class A Stock is at all times equal to or less than the then Per Share Warrant
Price. The Company further covenants and agrees that it will pay, when due and
payable, any and all federal and state stamp, original issue or similar taxes
that may be payable in respect of the issuance of any Warrant Shares or
certificates therefor. The Holder covenants and agrees that it shall pay, when
due and payable, all of its federal, state and local income or similar taxes
that may be payable in respect of the issuance of any Warrant Shares or
certificates therefor, if any.

     6. TRANSFER

         (a) Securities Laws. Neither this Warrant nor the Warrant Shares
issuable upon the exercise hereof have been registered under the Securities Act
of 1933, as amended (the "Securities Act"), or under any state securities laws
and unless so registered may not be transferred, sold, pledged, hypothecated or
otherwise disposed of unless an exemption from such registration is available.
In the event the Holder desires to transfer this Warrant or any of the Warrant
Shares issued in accordance with the terms hereof, the Holder must give the
Company prior written notice of such proposed transfer including the name and
address of the proposed transferee, unless such transfer is a transfer of the
Warrant Shares pursuant to an effective registration statement. Such transfer
may be made only either (i) upon publication by the Securities and Exchange
Commission (the "Commission") of a ruling, interpretation, opinion or "no action
letter" based upon facts presented to said Commission, or (ii) upon receipt by
the Company of an opinion of counsel acceptable to the Company to the effect
that the proposed transfer will not violate the provisions of the Securities
Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
the rules and regulations promulgated under either such act, or to the effect
that the Warrant or Warrant Shares to be sold or transferred have been
registered under the Securities Act of 1933, as amended, and that there is in
effect a current prospectus meeting the requirements of Subsection 10(a) of the
Securities Act, which is being or will be delivered to the purchaser or
transferee at or prior to the time of delivery of the certificates evidencing
the Warrant or Warrant Shares to be sold or transferred.

         (b) Swap or Hedging Transactions. Without the prior written consent of
the Company, the Holder may not enter into any swap or other hedging transaction
relating to this Warrant, the Warrant Shares (prior to the issuance thereof), or
any interest therein. In no event shall the restrictions contained in this
paragraph apply to any Warrant Shares that have been issued.

         (c) Transfer. Without the prior written consent of the Company, neither
this Warrant, nor any interest herein, may be sold, assigned, transferred,
pledged, encumbered or otherwise disposed of. Any sale, assignment, transfer,
pledge, encumbrance or other disposition of this Warrant attempted contrary to
the provisions of this Warrant, or any levy of execution, attachment or other
process attempted upon the Warrant, shall be null and void and without effect.
The provision of this Section 6(c) shall not be applicable to the Warrant
Shares.

         (d) Legend and Stop Transfer Orders. Unless the Warrant Shares have
been registered under the Securities Act or eligible for resale pursuant to Rule
144(k) under the Securities Act, upon exercise of any part of the Warrant and
the issuance of any of the Warrant Shares, the Company shall instruct its
transfer agent to enter stop transfer orders with respect to such shares, and
all certificates representing Warrant Shares shall bear on the face thereof
substantially the following legend, insofar as is consistent with Delaware law:

                                       5


               "The shares of Class A Common Stock represented by this
               certificate have not been registered under the Securities Act of
               1933, as amended, and may not be sold, offered for sale,
               assigned, transferred or otherwise disposed of unless registered
               pursuant to the provisions of that Act or an opinion of counsel
               to the Company is obtained stating that such disposition is in
               compliance with an available exemption from such registration."

     7. LOSS, ETC. OF WARRANT. Upon receipt of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant, and of
indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed,
and upon surrender and cancellation of this Warrant if mutilated, the Company
shall execute and deliver to the Holder a new Warrant of like date, tenor and
denomination.

     8. WARRANT HOLDER NOT SHAREHOLDER. Except as otherwise provided herein,
this Warrant does not confer upon the Holder any right to vote or to consent to
or receive notice as a shareholder of the Company, as such, in respect of any
matters whatsoever, or any other rights or liabilities as a shareholder, prior
to the exercise hereof.

     9. COMMUNICATION. No notice or other communication under this Warrant shall
be effective unless the same is in writing and is sent by overnight courier,
delivered in person or mailed by first-class mail, postage prepaid, addressed
to:

         (a) the Company at 135 East 57th Street, 3rd Floor, New York, New York
10022, Attention: General Counsel, or such other address as the Company has
designated in writing to the Holder, or

         (b) the Holder at 299 Park Avenue, New York, New York 10171, or such
other address as the Holder has designated in writing to the Company.

     10. HEADINGS. The headings of this Warrant have been inserted as a matter
of convenience and shall not affect the construction hereof.

     11. APPLICABLE LAW. This Warrant shall be governed by and construed in
accordance with the law of the State of New York without giving effect to the
principles of conflict of laws thereof.

     12. COMPLIANCE WITH OTHER INSTRUMENTS. Company represents and warrants to
Holder that the execution and delivery of this Warrant are not, and the issuance
of the Warrant Shares upon exercise of this Warrant in accordance with the terms
hereof will not be, inconsistent with the Company's charter or bylaws, do not
and will not contravene any law, governmental rule or regulation, judgment or
order applicable to the Company, and do not and will not conflict with or
contravene any provision of, or constitute a default under, any indenture,
mortgage, contract or other instrument of which the Company is a party or by
which it is bound or require the consent or approval of, the giving of notice
to, the registration or filing with or the taking of any action in respect of or
by, any Federal, state or local government authority or agency or other person,
except for the filing of notices pursuant to federal and state securities laws,
which filings will be effected by the time required thereby.

     13. REPRESENTATIONS AND WARRANTIES OF THE INITIAL HOLDER. The Initial
Holder, by acceptance hereof, represents and warrants to the Company that:

                                       6


         (a) Knowledge and Experience. The Initial Holder has sufficient
knowledge and experience in financial and business matters to be capable of
evaluating the merits and risks of an unregistered, non-liquid investment such
as an investment in the Company and has evaluated the merits and risks of such
an investment. The Initial Holder understands that the offer and sale of the
Warrant and the Warrant Shares have not been approved or disapproved by the
Commission or any other governmental entity.

         (b) No other Representations or Warranties. No representations or
warranties have been made to the Initial Holder by the Company or any director,
officer, employee, agent or affiliate of the Company, other than the
representations of the Company set forth herein, and the decision of the Initial
Holder to acquire this Warrant is based on the information contained herein and
the Initial Holder's own independent investigation of the Company. The Initial
Holder acknowledges and agrees that the Company may now, or in the future, be in
negotiations with respect to, or enter into, arrangements, agreements or
understandings relating to other business opportunities and that the Company
does not have now, nor will it have at any time after execution of this Warrant,
any obligation to provide the Initial Holder with any information, other than
that which is contained in this Warrant and that which is disclosed in reports,
schedules, forms, registration statements, proxy statements and other documents
filed by the Company with the Commission.

         (c) Ability to Withstand Loss of Investment. The Initial Holder
understands that a total loss of the value of this Warrant is possible. The
Initial Holder acknowledges that it is capable of bearing a complete loss of the
value of this Warrant.

         (d) No Public Solicitation. The Initial Holder acknowledges that
neither the Company nor any person or entity acting on its behalf has offered to
sell any of the Warrants or the Warrant Shares to the Initial Holder by means of
any form of general solicitation or advertising, including without limitation
(i) any advertisement, article, notice or other communication published in any
newspaper, magazine or similar media, or broadcast over television or radio, and
(ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.

         (e) Accredited Investor Status. The Initial Holder is an "accredited
investor" within the meaning of Rule 501 of Regulation D promulgated under the
Securities Act.

         (f) Acquiring for Investment Purposes. The Initial Holder is acquiring
this Warrant solely for its own account, for investment purposes only, and not
with a view towards their resale or distribution.

         (g) No Brokers, Finders, etc. The Initial Holder has not employed any
broker, financial advisor or finder, or incurred any liability for any brokerage
fees, commissions, finder's or other similar fees or expenses in connection with
the transactions contemplated by this Warrant.

         (h) No Action Taken to Invalidate Private Placement. The Initial Holder
has not taken any action that would result in the offering of this Warrant and
the Warrant Shares pursuant to this Warrant being treated as a public offering
and not a valid private offering under the law.

     14. MODIFICATION AND WAIVER. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the Company and the holder of this Warrant.

     15. BINDING EFFECT ON SUCCESSORS. This Warrant shall be binding upon any
entity succeeding the Company by merger, consolidation or acquisition of all or
substantially all of the

                                       7


Company's assets, and all of the obligations of the Company relating to the
Warrant Shares issuable upon the exercise of this Warrant shall survive the
exercise and termination of this Warrant and all of the covenants and agreements
of the Company shall inure to the benefit of the successors and permitted
assigns of the holder hereof.

     16. CANCELLATION OF EXISTING WARRANT. This Warrant supercedes and replaces
that certain Amended and Restated Warrant to Purchase Class A Common Stock of
eSpeed, Inc. in favor of the Initial Holder dated as of October 10, 2003, which
the Holder exercised for 75,000 shares on October 20, 2003 and the parties agree
is of no further force or effect and is hereby deemed cancelled.

     IN WITNESS WHEREOF, the Company has caused this Amended and Restated
Warrant to be signed by a duly authorized officer as of this 23rd day of
October, 2003.

                         ESPEED, INC.


                         By: /s/ Howard W. Lutnick
                             ---------------------
                             Name:  Howard W. Lutnick
                             Title: President


ACCEPTED AND AGREED to:

UBS AMERICAS INC. (SUCCESSOR BY MERGER
TO UBS USA INC.)


By: /s/ James Petrie
    ----------------
    Name:  James Petrie
    Title: Executive Director



                                       8




                                  SUBSCRIPTION


     The undersigned, __________________________________________, pursuant to
the provisions of the foregoing Warrant, hereby agrees to subscribe for the
purchase of _________________________ shares of the Class A Common Stock of
eSPEED, INC. covered by said Warrant, and makes payment therefor in full at the
price per share provided by said Warrant.

Dated __________________                   Signature__________________________

                                           Address____________________________

                                                  ____________________________





                                   ASSIGNMENT

     FOR VALUE RECEIVED _________________________ hereby sells, assigns and
transfers unto _________________________ the foregoing Warrant and all rights
evidenced thereby, and does irrevocably constitute and appoint
_________________________, attorney, to transfer said Warrant on the books of
eSPEED, INC.

Dated __________________                   Signature__________________________

                                           Address____________________________

                                                  ____________________________





                               PARTIAL ASSIGNMENT

     FOR VALUE RECEIVED _________________________ hereby assigns and transfers
unto _________________________ the right to purchase _________________________
shares of the Class A Common Stock of eSPEED, INC. by the foregoing Warrant, and
a proportionate part of said Warrant and the rights evidenced hereby, and does
irrevocably constitute and appoint _________________________, attorney, to
transfer that part of said Warrant on the books of eSPEED, INC.

Dated __________________                   Signature__________________________

                                           Address____________________________

                                                  ____________________________



                                       9

                                                                   EXHIBIT 10.28

                                  eSPEED, INC.

                     2003 INCENTIVE BONUS COMPENSATION PLAN

1.   Purpose. The purpose of this 2003 Incentive Bonus Compensation Plan (the
     "Plan") of eSpeed, Inc. (the "Company") is (i) to retain key employees of
     the Company by providing them with the opportunity to earn bonus awards
     that are based on the achievement of specified performance goals; and (ii)
     to structure such bonus opportunities in a way that will qualify the awards
     made as "performance-based" for purposes of Section 162(m) of the Code so
     that the Company will be entitled to a tax deduction for the payment of
     such incentive awards to such employees.

2.   Definitions. As used in the Plan, the following terms shall the meanings
     set forth below:

     (a)    "Applicable Period" shall mean, with respect to any Performance
            Period, a period commencing on or before the first day of such
            Performance Period and ending no later than the earlier of (i) the
            90th day of such Performance Period, or (ii) the date on which 25%
            of such Performance Period has been completed. Any action required
            under the Plan to be taken within the period specified in the
            preceding sentence may be taken at a later date if, but only if, the
            regulations under Section 162(m) of the Code are hereafter amended,
            or interpreted by the Internal Revenue Service, to permit such later
            date, in which case the term "Applicable Period" shall be deemed
            amended accordingly.

     (b)    "Board" shall mean the Board of Directors of the Company as
            constituted from time to time.

     (c)    "Code" shall mean the Internal Revenue Code of 1986, as amended from
            time to time.

     (d)    "Committee" shall mean the committee for the Board consisting solely
            of two or more non-employee directors (each of whom is intended to
            qualify as an "outside director" within the meaning of Section
            162(m) of the Code) designated by the Board as the committee
            responsible for administering and interpreting the Plan.

     (e)    "Company" shall mean eSpeed, Inc., a corporation organized under the
            laws of the State of Delaware, and any successor thereto.

     (f)    "Individual Award Opportunity" shall mean the performance-based
            award opportunity for a given Participant for a given Performance
            Period as specified by the Committee within the Applicable Period,
            which may be expressed in dollars or on a formula basis that is
            consistent with the provisions of the Plan.

     (g)    "Negative Discretion" shall mean the discretion authorized by the
            Plan to be applied by the Committee to eliminate, or reduce the size
            of, a bonus award otherwise payable to a Participant for a given
            Performance Period, provided that the exercise of such discretion
            would not cause the award to fail to qualify as "performance-based
            compensation" under Section 162(m) of the Code. By way of example
            and not by way of limitation, in no event shall any discretionary
            authority granted to the Committee by the Plan including, but not
            limited to, Negative Discretion, be used (i) to provide for an award
            under the Plan in excess of the amount payable based on actual
            performance versus the applicable performance goals for the
            Performance Period in question, or in excess of the maximum
            individual award limit specified in Section 6(b) below, or (ii) to
            increase the amount otherwise payable to any other Participant.



     (h)    "Participant" shall mean, for any given Performance Period with
            respect to which the Plan is in effect, each key employee of the
            Company (including any subsidiary, operating unit or division) and
            who is designated as a Participant in the Plan for such Performance
            Period by the Committee pursuant to Section 4 below.

     (i)    "Performance Period" shall mean any period commencing on or after
            January 1, 2003 for which performance goals are set under Section 5
            and during which performance shall be measured to determine whether
            such goals have been met for purposes of determining whether a
            Participant is entitled to payment of a bonus under the Plan. A
            Performance Period may be coincident with one or more fiscal years
            of the Company, or a portion thereof.

     (j)    "Plan" or "Section 162(m) Plan" shall mean the eSpeed, Inc. 2003
            Incentive Bonus Compensation Plan as set forth in this document, and
            as amended from time to time.

3.   Administration.

     (a)    General. The Plan shall be administered by the Committee. Subject to
            the terms of the Plan and applicable law (including, but not limited
            to, Section 162(m) of the Code), and in addition to any other
            express powers and authorizations conferred on the Committee by the
            Plan, the Committee shall have the full power and authority, after
            taking into account, in its sole and absolute discretion, the
            recommendations of the Company's senior management:

            (i)     to designate (within the Applicable Period) the Participants
                    in the Plan and the individual award opportunities and/or,
                    if applicable, bonus pool award opportunities for such
                    Performance Period;

            (ii)    to designate (within the Applicable Period) and thereafter
                    administer the performance goals and other award terms and
                    conditions that are to apply under the Plan for such
                    Performance Period;

            (iii)   to determine and certify the bonus amounts earned for any
                    given Performance Period, based on actual performance versus
                    the performance goals for such Performance Period, after
                    making any permitted Negative Discretion adjustments;

            (iv)    to decide whether, under what circumstances and subject to
                    what terms bonus payouts are to be paid on a deferred basis,
                    including automatic deferrals at the Committee's election as
                    well as elective deferrals at the election of Participants;

            (v)     to adopt, revise, suspend, waive or repeal, when and as
                    appropriate, in its sole and absolute discretion, such
                    administrative rules, guidelines and procedures for the Plan
                    as it deems necessary or advisable to implement the terms
                    and conditions of the Plan;

            (vi)    to interpret and administer the terms and provisions of the
                    Plan and any award issued under the Plan (including
                    reconciling any inconsistencies, correcting any defaults and
                    addressing any omissions in the Plan or any related
                    instrument or agreement); and

            (vii)   to otherwise supervise the administration of the Plan.



            It is intended that all amounts payable to Participants under the
            Plan who are "covered employees" within the meaning of Treas. Reg.
            Sec. 1.162-27(c)(2) (as amended from time to time) shall constitute
            "qualified performance-based compensation" within the meaning of
            Section 162(m) of the Code and Treas. Reg. Sec. 1.162-27(e) (as
            amended from time to time), and, to the maximum extent possible, the
            Plan and the terms of any awards under the Plan shall be so
            interpreted and construed.

     (b)    Binding Nature of Committee Decisions. Unless otherwise expressly
            provided in the Plan, all designations, determinations,
            interpretations and other decisions made under or with respect to
            the Plan or any award under the Plan shall be within the sole and
            absolute discretion of the Committee, and shall be final, conclusive
            and binding on all persons, including the Company, any Participant,
            and any award beneficiary or other person having, or claiming, any
            rights under the Plan.

     (c)    Other. No member of the Committee shall be liable for any action or
            determination (including, but limited to, any decision not to act)
            made in good faith with respect to the Plan or any award under the
            Plan. If a Committee member intended to qualify as an "outside
            director" under Section 162(m) of the Code does not in fact so
            qualify, the mere fact of such non-qualification shall not
            invalidate any award or other action made by the Committee under the
            Plan which otherwise was validly made under the Plan.

4.   Plan Participation.

     (a)    Participant Designations By The Committee. For any given Performance
            Period, the Committee, in its sole and absolute discretion, shall,
            within the Applicable Period, designate those key employees of the
            Company (including its subsidiaries, operating units and divisions)
            who shall be Participants in the Plan for such Performance Period.

     (b)    Impact Of Plan Participation. An individual who is a designated
            Participant in the Section 162(m) Plan for any given Performance
            Period shall not also participate in the Company's general bonus
            plans for such Performance Period (to the extent such plans exist),
            if such participation would cause any award hereunder to fail to
            qualify as "performance-based" under Section 162(m).

5.   Performance Goals.

     (a)    Setting Of Performance Goals. For a given Performance Period, the
            Committee shall, within the Applicable Period, set one or more
            objective performance goals for each Participant and/or each group
            of Participants and/or each bonus pool (if any). Such goals shall be
            based exclusively on one or more of the following corporate-wide or
            subsidiary, division or operating unit financial measures:

            (1)     pre-tax or after-tax net income,

            (2)     pre-tax or after-tax operating income,

            (3)     gross revenue,

            (4)     profit margin,

            (5)     stock price,


            (6)     cash flow(s),

            (7)     market share,

            (8)     pre-tax or after-tax earnings per share,

            (9)     pre-tax or after-tax operating earnings per share,

            (10)    expenses,

            (11)    return on equity,

            (12)    strategic business criteria, consisting of one or more
                    objectives based on meeting specified revenue, market
                    penetration, geographic business expansion goals, cost
                    targets, and goals relating to acquisitions or divestitures,

            or any combination thereof (in each case before or after such
            objective income and expense allocations or adjustments as the
            Committee may specify within the Applicable Period). Each such goal
            may be expressed on an absolute and/or relative basis, may be based
            on or otherwise employ comparisons based on current internal
            targets, the past performance of the Company (including the
            performance of one or more subsidiaries, divisions and/or operating
            units) and/or the past or current performance of other companies,
            and in the case of earnings-based measures, may use or employ
            comparisons relating to capital (including, but limited to, the cost
            of capital), shareholders' equity and/or shares outstanding, or to
            assets or net assets. In all cases, the performance goals shall be
            such that they satisfy any applicable requirements under Treas. Reg.
            Sec. 1.162-27(e)(2) (as amended from time to time) that the
            achievement of such goals be "substantially uncertain" at the time
            that they are established, and that the award opportunity be defined
            in such a way that a third party with knowledge of the relevant
            facts could determine whether and to what extent the performance
            goal has been met, and, subject to the Committee's right to apply
            Negative Discretion, the amount of the award payable as a result of
            such performance.

     (b)    Impact Of Extraordinary Items Or Changes In Accounting. To the
            extent applicable, the measures used in setting performance goals
            set under the Plan for any given Performance Period shall be
            determined in accordance with GAAP and a manner consistent with the
            methods used in the Company's audited financial statements, without
            regard to (i) extraordinary items as determined by the Company's
            independent public accountants in accordance with GAAP, (ii) changes
            in accounting, unless, in each case, the Committee decides otherwise
            within the Applicable Period or (iii) non-recurring acquisition
            expenses and restructuring charges. Notwithstanding the foregoing,
            in calculating operating earnings or operating income (including on
            a per share basis), the Committee may, within the Applicable Period
            for a given Performance Period, provide



            that such calculation shall be made on the same basis as reflected
            in a release of the Company's earnings for a previously completed
            period as specified by the Committee.

6.   Bonus Pools, Award Opportunities And Awards.

     (a)    Setting Of Individual Award Opportunities. At the time that annual
            performance goals are set for Participants for a given Performance
            Period (within the Applicable Period), the Committee shall also
            establish each Individual Award Opportunity for such Performance
            Period, which shall be based on the achievement of stated target
            performance goals, and may be stated in dollars or on a formula
            basis (including, but not limited to, a designated share of a bonus
            pool or a multiple of Annual Base Salary), provided:

            (i)     that the designated shares of any bonus pool shall not
                    exceed 100% of such pool; and

            (ii)    that the Committee, in all cases, shall have the sole and
                    absolute discretion, based on such factors as it deems
                    appropriate, to apply Negative Discretion to reduce (but not
                    increase) the actual bonus awards that would otherwise
                    actually be payable to any Participant on the basis of the
                    achievement of the applicable performance goals.

     (b)    Maximum Individual Bonus Award. Notwithstanding any other provision
            of this Plan, the maximum bonus payable under the Plan to any one
            individual in any one calendar year shall be $5 million.

     (c)    Bonus Payments. Subject to the following, bonus awards determined
            under the Plan for given Performance Period shall be paid to
            Participants in cash, or, shares of Company stock or other
            stock-based awards pursuant to the Company's Long-Term Incentive
            Plan, as soon as practicable following the end of the Performance
            Period to which they apply, provided:

            (i)     that no such payment shall be made unless and until the
                    Committee, based on the Company's audited financial results
                    for such Performance Period (as prepared and reviewed by the
                    Company's independent public accountants), has certified (in
                    the manner prescribed under applicable regulations) the
                    extent to which the applicable performance goals for such
                    Performance Period have been satisfied, and has made its
                    decisions regarding the extent of any Negative Discretion
                    adjustment of awards (to the extent permitted under the
                    Plan);

            (ii)    that the Committee may specify that a portion of the actual
                    bonus award for any given Performance Period shall be paid
                    on a deferred basis, based on such award payment rules as
                    the Committee may establish and announce for such
                    Performance Period;

            (iii)   that the Committee may require (if established and announced
                    within the Applicable Period), as a condition of bonus
                    eligibility (and subject to such exceptions as the Committee
                    may specify within the Applicable Period) that Participants
                    for such Performance Period must still be employed as of end
                    of such Performance Period and/or as of such later date as
                    determined by the Committee; and

            (iv)    that the Committee may adopt such forfeiture, pro-ration or
                    other rules as it deems appropriate, in its sole and
                    absolute discretion, regarding the impact on bonus award
                    rights in the event of a Participant's termination of
                    employment.



7.   General Provisions.

     (a)    Plan Amendment Or Termination. The Board may at any time amend or
            terminate the Plan, provided that (i) without the Participant's
            written consent, no such amendment or termination shall adversely
            affect the bonus rights (if any) of any already designated
            Participant for a given Performance Period once the Participant
            designations and performance goals for such Performance Period have
            been announced, (ii) the Board shall be authorized to make any
            amendments necessary to comply with applicable regulatory
            requirements (including, without limitation, Section 162(m) of the
            Code), and (iii) the Board shall submit any Plan amendment to the
            Company's stockholders for their approval if and to the extent such
            approval is required under Section 162(m) of the Code, or other
            applicable laws. Nothing herein shall be considered as preventing
            the Committee from making adjustments to the performance goals or to
            an Individual Award Opportunity to reflect unusual or non-recurring
            events, to the extent that such adjustment will not adversely affect
            the bonus award from qualifying as performance-based compensation
            under Section 162(m) of the Code.

     (b)    Applicable Law. All issues arising under the Plan shall be governed
            by, and construed in accordance with, the laws of the State of New
            York, applied without regard to conflict of law principles.

     (c)    Tax Withholding. The Company (and its subsidiaries) shall have right
            to make such provisions and take such action as it may deem
            necessary or appropriate for the withholding of any and all Federal,
            state and local taxes that the Company (or any of its subsidiaries)
            may be required to withhold.

     (d)    No Employment Right Conferred. Participation in the Plan shall not
            confer on any Participant the right to remain employed by the
            Company or any of its subsidiaries, and the Company and its
            subsidiaries specifically reserve the right to terminate any
            Participant's employment at any time with or without cause or
            notice.

     (e)    Impact of Plan Awards on Other Plans. Neither the adoption of the
            Plan nor the submission of the Plan to the Company's stockholders
            for their approval shall be construed as limiting the power of the
            Board or the Committee to adopt such other incentive arrangements as
            it may otherwise deem appropriate.

8.   Effective Date.


The Plan shall be effective for Performance Periods commencing on and after
January 1, 2003 and shall remain effective until terminated by the Board;
provided, however, that the continued effectiveness of the Plan shall be subject
to the approval of the Company's stockholders at such times and in such manner
as may be required pursuant to Section 162(m).

                                                                   EXHIBIT 10.29

                                  eSPEED, INC.

                          1999 LONG TERM INCENTIVE PLAN

                (INCLUDING AMENDMENTS THROUGH SEPTEMBER 17, 2003)



     1. Purpose. The purpose of this 1999 Long-Term Incentive Plan (the "Plan")
of eSpeed, Inc., a Delaware corporation (the "Company"), is to advance the
interests of the Company and its stockholders by providing a means to attract,
retain, motivate and reward directors, officers, employees and consultants of
and service providers to the Company and its affiliates and to enable such
persons to acquire or increase a proprietary interest in the Company, thereby
promoting a closer identity of interests between such persons and the Company's
stockholders.

     2. Definitions. The definitions of awards under the Plan, including
Options, SARs (including Limited SARs), Restricted Stock, Deferred Stock, Stock
granted as a bonus or in lieu of other awards, Dividend Equivalents and Other
Stock-Based Awards as are set forth in Section 6 of the Plan. Such awards,
together with any other right or interest granted to a Participant under the
Plan, are termed "Awards." For purposes of the Plan, the following additional
terms shall be defined as set forth below.

     (a) "Award Agreement" means any written agreement, contract, notice or
other instrument or document evidencing an Award.

     (b) "Beneficiary" shall mean the person, persons, trust or trusts which
have been designated by a Participant in his or her most recent written
beneficiary designation filed with the Committee to receive the benefits
specified under the Plan upon such Participant's death or, if there is no
designated Beneficiary or surviving designated Beneficiary, then the person,
persons, trust or trusts entitled by will or the laws of descent and
distribution to receive such benefits.

     (c) "Board" means the Board of Directors of the Company.

     (d) A "Change in Control" shall be deemed to have occurred if:

         (i) the date of the acquisition by any "person" (within the meaning of
     Section 13(d)(3) or 14(d)(2) of the Exchange Act), excluding the Company,
     its Parent or any Subsidiary or any employee benefit plan sponsored by any
     of the foregoing, of beneficial ownership (within the meaning of Rule 13d-3
     under the Exchange Act) of shares of common stock of the Company
     representing 30% of either (x) the total number of the then outstanding
     shares of common stock, or (y) the total voting power with respect to the
     election of directors; or

         (ii) the date the individuals who constitute the Board upon the
     completion of the Initial Public Offering (the "Incumbent Board") cease for
     any reason to constitute at least a majority of the members of the Board,
     provided that any individual becoming a director subsequent to the
     effective date of this Agreement whose election, or nomination for election
     by the Company's stockholders, was approved by a vote of at least a
     majority of the directors then comprising the Incumbent Board (other than
     any individual whose nomination for election to Board membership was not
     endorsed by the Company's management prior to, or at the time of, such
     individual's initial nomination for election) shall be, for purposes of
     this Agreement, considered as though such person were a member of the
     Incumbent Board; or

         (iii) the consummation of a merger, consolidation, recapitalization,
     reorganization, sale or disposition of all or a substantial portion of the
     Company's assets, a reverse stock split of



     outstanding voting securities, the issuance of shares of stock of the
     Company in connection with the acquisition of the stock or assets of
     another entity, provided, however, that a Change in Control shall not occur
     under this clause (iii) if consummation of the transaction would result in
     at least 70% of the total voting power represented by the voting securities
     of the Company (or, if not the Company, the entity that succeeds to all or
     substantially all of the Company's business) outstanding immediately after
     such transaction being beneficially owned (within the meaning of Rule 13d-3
     promulgated pursuant to the Exchange Act) by at least 75% of the holders of
     outstanding voting securities of the Company immediately prior to the
     transaction, with the voting power of each such continuing holder relative
     to other such continuing holders not substantially altered in the
     transaction.

     (e) "Code" means the Internal Revenue Code of 1986, as amended from time to
time. References to any provision of the Code shall be deemed to include
regulations thereunder and successor provisions and regulations thereto.

     (f) "Committee" means the committee appointed by the Board to administer
the Plan, or if no committee is appointed, the Board.

     (g) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time. References to any provision of the Exchange Act shall be
deemed to include rules thereunder and successor provisions and rules thereto.

     (h) "Fair Market Value" means, with respect to Stock, Awards, or other
property, the fair market value of such Stock, Awards, or other property
determined by such methods or procedures as shall be established from time to
time by the Committee, provided, however, that (i) if the Stock is listed on a
national securities exchange or quoted in an interdealer quotation system, the
Fair Market Value of such Stock on a given date shall be based upon the last
sales price or, if unavailable, the average of the closing bid and asked prices
per share of the Stock at the end of regular trading on such date (or, if there
was no trading or quotation in the Stock on such date, on the next preceding
date on which there was trading or quotation) as provided by one of such
organizations, (ii) the "fair market value" of Stock on the date on which shares
of Stock are first issued and sold pursuant to a registration statement filed
with and declared effective by the Securities and Exchange Commission shall be
the Initial Public Offering price of the shares so issued and sold, as set forth
in the first final prospectus used in such offering and (iii) the "fair market
value" of Stock prior to the date of the Initial Public Offering shall be as
determined by the Board.

     (i) "Initial Public Offering" shall mean an initial public offering of
shares of Stock in a firm commitment underwriting registered with the Securities
and Exchange Commission in compliance with the provisions of the 1933 Act.

     (j) "ISO" means any Option intended to be and designated as an incentive
stock option within the meaning of Section 422 of the Code.

     (k) "Parent" means any "person" (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act) that controls the Company, either directly or
indirectly through one or more intermediaries.

     (l) "Participant" means a person who, at a time when eligible under Section
5 hereof, has been granted an Award under the Plan.

     (m) "Rule 16b-3" means Rule 16b-3, as from time to time in effect and
applicable to the Plan and Participants, promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act.

     (n) "Stock" means the Company's Class A Common Stock, and such other
securities as may be substituted for Stock pursuant to Section 4.



     (o) "Subsidiary" means each entity that is controlled by the Company or a
Parent, either directly or indirectly through one or more intermediaries

     3.   Administration.

     (a) Authority of the Committee. Except as otherwise provided below, the
Plan shall be administered by the Committee. The Committee shall have full and
final authority to take the following actions, in each case subject to and
consistent with the provisions of the Plan:

         (i) to select persons to whom Awards may be granted;

         (ii) to determine the type or types of Awards to be granted to each
     such person;

         (iii) to determine the number of Awards to be granted, the number of
     shares of Stock to which an Award will relate, the terms and conditions of
     any Award granted under the Plan (including, but not limited to, any
     exercise price, grant price or purchase price, any restriction or
     condition, any schedule for lapse of restrictions or conditions relating to
     transferability or forfeiture, exercisability or settlement of an Award,
     and waivers or accelerations thereof, performance conditions relating to an
     Award (including performance conditions relating to Awards not intended to
     be governed by Section 7(f) and waivers and modifications thereof), based
     in each case on such considerations as the Committee shall determine), and
     all other matters to be determined in connection with an Award;

         (iv) to determine whether, to what extent and under what circumstances
     an Award may be settled, or the exercise price of an Award may be paid, in
     cash, Stock, other Awards, or other property, or an Award may be canceled,
     forfeited, or surrendered;

         (v) to determine whether, to what extent and under what circumstances
     cash, Stock, other Awards or other property payable with respect to an
     Award will be deferred either automatically, at the election of the
     Committee or at the election of the Participant;

         (vi) to determine the restrictions, if any, to which Stock received
     upon exercise or settlement of an Award shall be subject (including
     lock-ups and other transfer restrictions), may condition the delivery of
     such Stock upon the execution by the Participant of any agreement providing
     for such restrictions;

         (vii) to prescribe the form of each Award Agreement, which need not be
     identical for each Participant;

         (viii) to adopt, amend, suspend, waive and rescind such rules and
     regulations and appoint such agents as the Committee may deem necessary or
     advisable to administer the Plan;

         (ix) to correct any defect or supply any omission or reconcile any
     inconsistency in the Plan and to construe and interpret the Plan and any
     Award, rules and regulations, Award Agreement or other instrument
     hereunder; and

         (x) to make all other decisions and determinations as may be required
     under the terms of the Plan or as the Committee may deem necessary or
     advisable for the administration of the Plan.

Other provisions of the Plan notwithstanding, the Board shall perform the
functions of the Committee for purposes of granting awards to directors who
serve on the Committee, and the Board may perform any function of the Committee
under the Plan for any other purpose, including without limitation for the
purpose of ensuring that transactions under the Plan by Participants who are
then subject to Section 16 of the Exchange Act in respect of the Company are
exempt under Rule 16b-3. In any case in which the Board



is performing a function of the Committee under the Plan, each reference to the
Committee herein shall be deemed to refer to the Board, except where the context
otherwise requires.

     (b) Manner of Exercise of Committee Authority. Any action of the Committee
with respect to the Plan shall be final, conclusive and binding on all persons,
including the Company, its Parent and Subsidiaries, Participants, any person
claiming any rights under the Plan from or through any Participant and
stockholders, except to the extent the Committee may subsequently modify, or
take further action not consistent with, its prior action. If not specified in
the Plan, the time at which the Committee must or may make any determination
shall be determined by the Committee, and any such determination may thereafter
be modified by the Committee (subject to Section 8(e)). The express grant of any
specific power to the Committee, and the taking of any action by the Committee,
shall not be construed as limiting any power or authority of the Committee.
Except as provided under Section 7(f), the Committee may delegate to officers or
managers of the Company, its Parent or Subsidiaries the authority, subject to
such terms as the Committee shall determine, to perform such functions as the
Committee may determine, to the extent permitted under applicable law.

     (c) Limitation of Liability; Indemnification. Each member of the Committee
shall be entitled to, in good faith, rely or act upon any report or other
information furnished to him by any officer or other employee of the Company,
its Parent or Subsidiaries, the Company's independent certified public
accountants or any executive compensation consultant, legal counsel or other
professional retained by the Company to assist in the administration of the
Plan. No member of the Committee, or any officer or employee of the Company
acting on behalf of the Committee, shall be personally liable for any action,
determination or interpretation taken or made in good faith with respect to the
Plan, and all members of the Committee and any officer or employee of the
Company acting on its behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Company with respect to any such action,
determination or interpretation.

     4. Stock Subject to Plan.

     (a) Amount of Stock Reserved. The total number of shares of Stock that may
be subject to outstanding Awards, determined immediately after the grant of any
Award, shall not exceed the greater of 18.5 million shares, or such number that
equals 30% of the total number of shares of all classes of the Company's common
stock outstanding at the effective time of such grant, in each case excluding
those shares held by the families and estates of deceased employees and provided
that the aggregate number of shares of Stock delivered pursuant to the exercise
or settlement of Awards granted under this Plan shall not exceed 30 million. If
an Award valued by reference to Stock may only be settled in cash, the number of
shares to which such Award relates shall be deemed to be Stock subject to such
Award for purposes of this Section 4(a). Any shares of Stock delivered pursuant
to an Award may consist, in whole or in part, of authorized and unissued shares,
treasury shares or shares acquired in the market on a Participant's behalf.

     (b) Annual Per-Participant Limitations. During any calendar year, no
Participant may be granted Awards that may be settled by delivery of more than 5
million shares of Stock, subject to adjustment as provided in Section 4(c). In
addition, with respect to Awards that may be settled in cash (in whole or in
part), no Participant may be paid during any calendar year cash amounts relating
to such Awards that exceed the greater of the fair market value of the number of
shares of Stock set forth in the preceding sentence at the date of grant or the
date of settlement of Award. This provision sets forth two separate limitations,
so that Awards that may be settled solely by delivery of Stock will not operate
to reduce the amount of cash-only Awards, and vice versa; nevertheless, Awards
that may be settled in Stock or cash must not exceed either limitation.

     (c) Adjustments. In the event that the Committee shall determine that any
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase or exchange of Stock or other
securities, Stock dividend or other special, large and non-recurring dividend or
distribution (whether in the form of cash, securities or other property),
liquidation, dissolution, or other similar corporate transaction or event,
affects the Stock such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Participants under the Plan, then the
Committee shall, in



such manner as it may deem equitable, adjust any or all of (i) the number and
kind of shares of Stock reserved and available for Awards under Section 4(a),
including shares reserved for ISOs, (ii) the number and kind of shares of Stock
specified in the Annual Per-Participant Limitations under Section 4(b), (iii)
the number and kind of shares of outstanding Restricted Stock or other
outstanding Awards in connection with which shares have been issued, (iv) the
number and kind of shares that may be issued in respect of other outstanding
Awards and (v) the exercise price, grant price or purchase price relating to any
Award. (or, if deemed appropriate, the Committee may make provision for a cash
payment with respect to any outstanding Award). In addition, the Committee is
authorized to make adjustments in the terms and conditions of, and the criteria
included in, Awards (including, without limitation, cancellation of unexercised
or outstanding Awards, or substitution of Awards using stock of a successor or
other entity) in recognition of unusual or nonrecurring events (including,
without limitation, events described in the preceding sentence and events
constituting a Change in Control) affecting the Company, its Parent or any
Subsidiary or the financial statements of the Company, its Parent or any
Subsidiary, or in response to changes in applicable laws, regulations, or
accounting principles.

     5. Eligibility. Directors, officers and employees of the Company or its
Parent or any Subsidiary, and persons who provide consulting or other services
to the Company, its Parent or any Subsidiary deemed by the Committee to be of
substantial value to the Company or its Parent and Subsidiaries, are eligible to
be granted Awards under the Plan. In addition, persons who have been offered
employment by, or agreed to become a director of, the Company, its Parent or any
Subsidiary, and persons employed by an entity that the Committee reasonably
expects to become a Subsidiary of the Company, are eligible to be granted an
Award under the Plan.

     6. Specific Terms of Awards.

     (a) General. Awards may be granted on the terms and conditions set forth in
this Section 6. In addition, the Committee may impose on any Award or the
exercise thereof such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall determine, including terms
requiring forfeiture of Awards in the event of termination of employment or
service of the Participant. Except as expressly provided by the Committee
(including for purposes of complying with the requirements of the Delaware
General Corporation Law relating to lawful consideration for the issuance of
shares), no consideration other than services will be required as consideration
for the grant (but not the exercise) of any Award.

     (b) Options. The Committee is authorized to grant options to purchase Stock
(including "reload" options automatically granted to offset specified exercises
of Options) on the following terms and conditions ("Options"):

         (i) Exercise Price. The exercise price per share of Stock purchasable
     under an Option shall be determined by the Committee.

         (ii) Time and Method of Exercise. The Committee shall determine the
     time or times at which an Option may be exercised in whole or in part, the
     methods by which such exercise price may be paid or deemed to be paid, the
     form of such payment, including, without limitation, cash, Stock, other
     Awards or awards granted under other Company plans or other property
     (including notes or other contractual obligations of Participants to make
     payment on a deferred basis, such as through "cashless exercise"
     arrangements, to the extent permitted by applicable law), and the methods
     by which Stock will be delivered or deemed to be delivered to Participants.

         (iii) Termination of Employment. The Committee shall determine the
     period, if any, during which Options shall be exercisable following a
     Participant's termination of his employment relationship with the Company ,
     its Parent or any Subsidiary. For this purpose, any sale of a Subsidiary of
     the Company pursuant to which it ceases to be a Subsidiary of the Company
     shall be deemed to be a termination of employment by any Participant
     employed by such Subsidiary. Unless otherwise determined by the Committee,
     (i) during any period that an Option is exercisable following termination
     of employment, it shall be exercisable only to the



     extent it was exercisable upon such termination of employment, and (ii) if
     such termination of employment is for cause, as determined in the
     discretion of the Committee, all Options held by the Participant shall
     immediately terminate.

         (iv) Sale of the Company. Upon the consummation of any transaction
     whereby the Company (or any successor to the Company or substantially all
     of its business) becomes a wholly-owned Subsidiary of any corporation, all
     Options outstanding under the Plan shall terminate (after taking into
     account any accelerated vesting pursuant to Section 7(g)), unless such
     other corporation shall continue or assume the Plan as it relates to
     Options then outstanding (in which case such other corporation shall be
     treated as the Company for all purposes hereunder, and, pursuant to Section
     4(c), the Committee of such other corporation shall make appropriate
     adjustment in the number and kind of shares of Stock subject thereto and
     the exercise price per share thereof to reflect consummation of such
     transaction). If the Plan is not to be so assumed, the Company shall notify
     the Participant of consummation of such transaction at least ten days in
     advance thereof.

         (v) Options Providing Favorable Tax Treatment. The Committee may grant
     Options that may afford a Participant with favorable treatment under the
     tax laws applicable to such Participant, including, but not limited to
     ISOs. If Stock acquired by exercise of an ISO is sold or otherwise disposed
     of within two years after the date of grant of the ISO or within one year
     after the transfer of such Stock to the Participant, the holder of the
     Stock immediately prior to the disposition shall promptly notify the
     Company in writing of the date and terms of the disposition and shall
     provide such other information regarding the disposition as the Company may
     reasonably require in order to secure any deduction then available against
     the Company's or any other corporation's taxable income. The Company may
     impose such procedures as it determines may be necessary to ensure that
     such notification is made. Each Option granted as an ISO shall be
     designated as such in the Award Agreement relating to such Option.

     (c) Stock Appreciation Rights. The Committee is authorized to grant stock
appreciation rights on the following terms and conditions ("SARs"):

         (i) Right to Payment. An SAR shall confer on the Participant to whom it
     is granted a right to receive, upon exercise thereof, the excess of (A) the
     Fair Market Value of one share of Stock on the date of exercise (or, if the
     Committee shall so determine in the case of any such right other than one
     related to an ISO, the Fair Market Value of one share at any time during a
     specified period before or after the date of exercise), over (B) the grant
     price of the SAR as determined by the Committee as of the date of grant of
     the SAR, which, except as provided in Section 7(a), shall be not less than
     the Fair Market Value of one share of Stock on the date of grant.

         (ii) Other Terms. The Committee shall determine the time or times at
     which an SAR may be exercised in whole or in part, the method of exercise,
     method of settlement, form of consideration payable in settlement, method
     by which Stock will be delivered or deemed to be delivered to Participants,
     whether or not an SAR shall be in tandem with any other Award, and any
     other terms and conditions of any SAR. Limited SARs that may only be
     exercised upon the occurrence of a Change in Control may be granted on such
     terms, not inconsistent with this Section 6(c), as the Committee may
     determine. Limited SARs may be either freestanding or in tandem with other
     Awards.

     (d) Restricted Stock. The Committee is authorized to grant Stock that is
subject to restrictions based on continued employment on the following terms and
conditions ("Restricted Stock"):

         (i) Grant and Restrictions. Restricted Stock shall be subject to such
     restrictions on transferability and other restrictions, if any, as the
     Committee may impose, which restrictions may lapse separately or in
     combination at such times, under such circumstances, in such installments,
     or otherwise, as the Committee may determine. Except to the extent
     restricted under the terms of the Plan and any Award Agreement relating to
     the Restricted Stock, a Participant granted



     Restricted Stock shall have all of the rights of a stockholder including,
     without limitation, the right to vote Restricted Stock or the right to
     receive dividends thereon.

         (ii) Forfeiture. Except as otherwise determined by the Committee, upon
     termination of employment or service (as determined under criteria
     established by the Committee) during the applicable restriction period,
     Restricted Stock that is at that time subject to restrictions shall be
     forfeited and reacquired by the Company; provided, however, that the
     Committee may provide, by rule or regulation or in any Award Agreement, or
     may determine in any individual case, that restrictions or forfeiture
     conditions relating to Restricted Stock will be waived in whole or in part
     in the event of termination resulting from specified causes.

         (iii) Certificates for Stock. Restricted Stock granted under the Plan
     may be evidenced in such manner as the Committee shall determine. If
     certificates representing Restricted Stock are registered in the name of
     the Participant, such certificates may bear an appropriate legend referring
     to the terms, conditions, and restrictions applicable to such Restricted
     Stock, the Company may retain physical possession of the certificate, in
     which case the Participant shall be required to have delivered a stock
     power to the Company, endorsed in blank, relating to the Restricted Stock.

         (iv) Dividends. Dividends paid on Restricted Stock shall be either paid
     at the dividend payment date in cash or in shares of unrestricted Stock
     having a Fair Market Value equal to the amount of such dividends, or the
     payment of such dividends shall be deferred and/or the amount or value
     thereof automatically reinvested in additional Restricted Stock, other
     Awards, or other investment vehicles, as the Committee shall determine or
     permit the Participant to elect. Stock distributed in connection with a
     Stock split or Stock dividend, and other property distributed as a
     dividend, shall be subject to restrictions and a risk of forfeiture to the
     same extent as the Restricted Stock with respect to which such Stock or
     other property has been distributed, unless otherwise determined by the
     Committee.

     (e) Deferred Stock. The Committee is authorized to grant units representing
the right to receive Stock at a future date subject to the following terms and
conditions ("Deferred Stock"):

         (i) Award and Restrictions. Delivery of Stock will occur upon
     expiration of the deferral period specified for an Award of Deferred Stock
     by the Committee (or, if permitted by the Committee, as elected by the
     Participant). In addition, Deferred Stock shall be subject to such
     restrictions as the Committee may impose, if any, which restrictions may
     lapse at the expiration of the deferral period or at earlier specified
     times, separately or in combination, in installments or otherwise, as the
     Committee may determine.

         (ii) Forfeiture. Except as otherwise determined by the Committee, upon
     termination of employment or service (as determined under criteria
     established by the Committee) during the applicable deferral period or
     portion thereof to which forfeiture conditions apply (as provided in the
     Award Agreement evidencing the Deferred Stock), all Deferred Stock that is
     at that time subject to such forfeiture conditions shall be forfeited;
     provided, however, that the Committee may provide, by rule or regulation or
     in any Award Agreement, or may determine in any individual case, that
     restrictions or forfeiture conditions relating to Deferred Stock will be
     waived in whole or in part in the event of termination resulting from
     specified causes.

     (f) Bonus Stock and Awards in Lieu of Cash Obligations. The Committee
is authorized to grant Stock as a bonus, or to grant Stock or other Awards in
lieu of Company obligations to pay cash under other plans or compensatory
arrangements.

     (g) Dividend Equivalents. The Committee is authorized to grant awards
entitling the Participant to receive cash, Stock, other Awards or other property
equal in value to dividends paid with respect to a specified number of shares of
Stock ("Dividend Equivalents"). Dividend Equivalents may be awarded on a
free-standing basis or in connection with another Award. The Committee may
provide that



Dividend Equivalents shall be paid or distributed when accrued or shall be
deemed to have been reinvested in additional Stock, Awards or other investment
vehicles, and subject to such restrictions on transferability and risks of
forfeiture, as the Committee may specify.

     (h) Other Stock-Based Awards. The Committee is authorized, subject to
limitations under applicable law, to grant such other Awards that may be
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, Stock and factors that may influence the
value of Stock, as deemed by the Committee to be consistent with the purposes of
the Plan, including, without limitation, convertible or exchangeable debt
securities, other rights convertible or exchangeable into Stock, purchase rights
for Stock, Awards with value and payment contingent upon performance of the
Company or any other factors designated by the Committee and Awards valued by
reference to the book value of Stock or the value of securities of or the
performance of specified Subsidiaries ("Other Stock Based Awards"). The
Committee shall determine the terms and conditions of such Awards. Stock issued
pursuant to an Award in the nature of a purchase right granted under this
Section 6(h) shall be purchased for such consideration, paid for at such times,
by such methods, and in such forms, including, without limitation, cash, Stock,
other Awards, or other property, as the Committee shall determine. Cash awards,
as an element of or supplement to any other Award under the Plan, may be granted
pursuant to this Section 6(h).

     7. Certain Provisions Applicable to Awards.

     (a) Stand-Alone, Additional, Tandem, and Substitute Awards. Awards granted
under the Plan may, in the discretion of the Committee, be granted either alone
or in addition to, in tandem with or in substitution for any other Award granted
under the Plan or any award granted under any other plan of the Company, its
Parent or Subsidiaries or any business entity to be acquired by the Company or a
Subsidiary, or any other right of a Participant to receive payment from the
Company its Parent or Subsidiaries. Awards granted in addition to or in tandem
with other Awards or awards may be granted either as of the same time as or a
different time from the grant of such other Awards or awards.

     (b) Term of Awards. The term of each Award shall be for such period as may
be determined by the Committee; provided, however, that (i) in no event shall
the term of any ISO or an SAR granted in tandem therewith exceed a period of ten
years from the date of its grant (or such shorter period as may be applicable
under Section 422 of the Code), and (ii) the term of any Option granted to a
resident of the United Kingdom shall not exceed a period of ten years from the
date of its grant.

     (c) Form of Payment Under Awards. Subject to the terms of the Plan and any
applicable Award Agreement, payments to be made by the Company, its Parent or
Subsidiaries upon the grant, exercise or settlement of an Award may be made in
such forms as the Committee shall determine, including, without limitation,
cash, Stock, other Awards or other property, and may be made in a single payment
or transfer, in installments or on a deferred basis. Such payments may include,
without limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments or the grant or crediting of
Dividend Equivalents in respect of installment or deferred payments denominated
in Stock.

     (d) Rule 16b-3 Compliance.

         (i) Six-Month Holding Period. Unless a Participant could otherwise
     dispose of equity securities, including derivative securities, acquired
     under the Plan without incurring liability under Section 16(b) of the
     Exchange Act, equity securities acquired under the Plan must be held for a
     period of six months following the date of such acquisition, provided that
     this condition shall be satisfied with respect to a derivative security if
     at least six months elapse from the date of acquisition of the derivative
     security to the date of disposition of the derivative security (other than
     upon exercise or conversion) or its underlying equity security.

         (ii) Other Compliance Provisions. With respect to a Participant who is
     then subject to Section 16 of the Exchange Act in respect of the Company,
     the Committee shall implement



     transactions under the Plan and administer the Plan in a manner that will
     ensure that each transaction by such a Participant is exempt from liability
     under Rule 16b-3, except that such a Participant may be permitted to engage
     in a non-exempt transaction under the Plan if written notice has been given
     to the Participant regarding the non-exempt nature of such transaction. The
     Committee may authorize the Company to repurchase any Award or shares of
     Stock resulting from any Award in order to prevent a Participant who is
     subject to Section 16 of the Exchange Act from incurring liability under
     Section 16(b). Unless otherwise specified by the Participant, equity
     securities, including derivative securities, acquired under the Plan which
     are disposed of by a Participant shall be deemed to be disposed of in the
     order acquired by the Participant.

     (e) Loan Provisions. With the consent of the Committee, and subject at all
times to, and only to the extent, if any, permitted under and in accordance
with, laws and regulations and other binding obligations or provisions
applicable to the Company, the Company may make, guarantee or arrange for a loan
or loans to a Participant with respect to the exercise of any Option or other
payment in connection with any Award, including the payment by a Participant of
any or all federal, state or local income or other taxes due in connection with
any Award. Subject to such limitations, the Committee shall have full authority
to decide whether to make a loan or loans hereunder and to determine the amount,
terms and provisions of any such loan or loans, including the interest rate to
be charged in respect of any such loan or loans, whether the loan or loans are
to be with or without recourse against the borrower, the terms on which the loan
is to be repaid and conditions, if any, under which the loan or loans may be
forgiven.

     (f) Performance-Based Awards.

         (i) Setting of Performance Objectives. The Committee may, in its
     discretion, designate any Award the exercisability or settlement of which
     is subject to the achievement of performance conditions as a
     performance-based Award subject to this Section 7(f), in order to qualify
     such Award as "qualified performance-based compensation" within the meaning
     of Code Section 162(m) and regulations thereunder. The performance
     objectives for an Award subject to this Section 7(f) shall consist of one
     or more business criteria and a targeted level or levels of performance
     with respect to such criteria, as specified by the Committee but subject to
     this Section 7(f). Performance objectives shall be objective and shall
     otherwise meet the requirements of Section 162(m)(4)(C) of the Code.
     Business criteria used by the Committee in establishing performance
     objectives for Awards subject to this Section 7(f) shall be based
     exclusively on one or more of the following corporate-wide or subsidiary,
     division or operating unit financial measures:

            (i)     pre-tax or after-tax net income,

            (ii)    pre-tax or after-tax operating income,

            (iii)   gross revenue,

            (iv)    profit margin,

            (v)     stock price,

            (vi)    cash flow(s),

            (vii)   market share,

            (viii)  pre-tax or after-tax earnings per share,

            (ix)    pre-tax or after-tax operating earnings per share,




            (x)     expenses,

            (xi)    return on equity,

            (xii)   strategic business criteria, consisting of one or more
                    objectives based on meeting specified revenue, market
                    penetration, geographic business expansion goals, cost
                    targets, and goals relating to acquisitions or divestitures.

         The levels of performance required with respect to such business
     criteria may be expressed on an absolute and/or relative basis, may be
     based on or otherwise employ comparisons based on current internal targets,
     the past performance of the Company (including the performance of one or
     more subsidiaries, divisions and/or operating units) and/or the past or
     current performance of other companies, and in the case of earnings-based
     measures, may use or employ comparisons relating to capital (including, but
     limited to, the cost of capital), shareholders' equity and/or shares
     outstanding, or to assets or net assets. Performance objectives may differ
     for such Awards to different Participants. The Committee shall specify the
     weighting to be given to each performance objective for purposes of
     determining the final amount payable with respect to any such Award. The
     Committee may, in its discretion, reduce the amount of a payout otherwise
     to be made in connection with an Award subject to this Section 7(f), but
     may not exercise discretion to increase such amount, and the Committee may
     consider other performance criteria in exercising such discretion. All
     determinations by the Committee as to the achievement of performance
     objectives shall be in writing. The Committee may not delegate any
     responsibility with respect to an Award subject to this Section 7(f).

         (ii) Impact of Extraordinary Items or Changes in Accounting. To the
     extent applicable, the measures used in setting performance objectives for
     any given performance period shall be determined in accordance with
     generally accepted accounting principles ("GAAP") and a manner consistent
     with the methods used in the Company's audited financial statements,
     without regard to (i) extraordinary items as determined by the Company's
     independent public accountants in accordance with GAAP, (ii) changes in
     accounting, unless, in each case, the Committee decides otherwise within
     the period described in Treas. Reg. Sec. 1.162-27(e)(2) (as may be amended
     from time to time) or (iii) non-recurring acquisition expenses and
     restructuring charges. Notwithstanding the foregoing, in calculating
     operating earnings or operating income (including on a per share basis),
     the Committee may, within the period described in Treas. Reg. Sect.
     1.162-27(e)(2) (as may be amended from time to time) for a given
     performance period, provide that such calculation shall be made on the same
     basis as reflected in a release of the Company's earnings for a previously
     completed period as specified by the Committee.

     (g) Acceleration upon a Change of Control. Notwithstanding anything
contained herein to the contrary, except as set forth in an Award Agreement, all
conditions and/or restrictions relating to the continued performance of services
and/or the achievement of performance objectives with respect to the
exercisability or full enjoyment of an Award shall lapse immediately prior to a
Change in Control.

     8. General Provisions.

     (a) Compliance With Laws and Obligations. The Company shall not be
obligated to issue or deliver Stock in connection with any Award or take any
other action under the Plan in a transaction subject to the requirements of any
applicable securities law, any requirement under any listing agreement between
the Company and any national securities exchange or automated quotation system
or any other law, regulation or contractual obligation of the Company until the
Company is satisfied that such laws,



regulations, and other obligations of the Company have been complied with in
full. Certificates representing shares of Stock issued under the Plan will be
subject to such stop-transfer orders and other restrictions as may be applicable
under such laws, regulations and other obligations of the Company, including any
requirement that a legend or legends be placed thereon.

     (b) Limitations on Transferability. Awards and other rights under the Plan
will not be transferable by a Participant except by will or the laws of descent
and distribution or to a Beneficiary in the event of the Participant's death,
shall not be pledged, mortgaged, hypothecated or otherwise encumbered, or
otherwise subject to the claims of creditors, and, in the case of ISOs and SARs
in tandem therewith, shall be exercisable during the lifetime of a Participant
only by such Participant or his guardian or legal representative; provided,
however, that such Awards and other rights (other than ISOs and SARs in tandem
therewith) may be transferred to one or more transferees during the lifetime of
the Participant to the extent and on such terms as then may be permitted by the
Committee.

     (c) No Right to Continued Employment or Service. Neither the Plan nor any
action taken hereunder shall be construed as giving any employee, director or
other person the right to be retained in the employ or service of the Company,
its Parent or any Subsidiary, nor shall it interfere in any way with the right
of the Company, its Parent or any Subsidiary to terminate any employee's
employment or other person's service at any time or with the right of the Board
or stockholders to remove any director.

     (d) Taxes. The Company, its Parent and Subsidiaries are authorized to
withhold from any Award granted or to be settled, any delivery of Stock in
connection with an Award, any other payment relating to an Award or any payroll
or other payment to a Participant amounts of withholding and other taxes due or
potentially payable in connection with any transaction involving an Award, and
to take such other action as the Committee may deem advisable to enable the
Company, its Parent and Subsidiaries and Participants to satisfy obligations for
the payment of withholding taxes and other tax obligations relating to any
Award. This authority shall include authority to withhold or receive Stock or
other property and to make cash payments in respect thereof in satisfaction of a
Participant's tax obligations.

     (e) Changes to the Plan and Awards. The Board may amend, alter, suspend,
discontinue or terminate the Plan or the Committee's authority to grant Awards
under the Plan without the consent of stockholders or Participants, except that
any such action shall be subject to the approval of the Company's stockholders
at or before the next annual meeting of stockholders for which the record date
is after such Board action if such stockholder approval is required by any
federal or state law or regulation or the rules of any stock exchange or
automated quotation system on which the Stock may then be listed or quoted, and
the Board may otherwise, in its discretion, determine to submit other such
changes to the Plan to stockholders for approval; provided, however, that,
without the consent of an affected Participant, no such action may materially
impair the rights of such Participant under any Award theretofore granted to him
(as such rights are set forth in the Plan and the Award Agreement). The
Committee may waive any conditions or rights under, or amend, alter, suspend,
discontinue, or terminate, any Award theretofore granted and any Award Agreement
relating thereto; provided, however, that, without the consent of an affected
Participant, no such action may materially impair the rights of such Participant
under such Award (as such rights are set forth in the Plan and the Award
Agreement). Notwithstanding the foregoing, the Board or the Committee may take
any action (including actions affecting or terminating outstanding Awards): (i)
permitted by Section 4(c), (ii) to avoid limitations related to the availability
of a tax deduction in respect of Awards (e.g., pursuant to, sections Code 280G
or 162(m)), or (iii) to the extent necessary for a business combination in which
the Company is a party to be accounted for under the pooling-of-interests method
of accounting under Accounting Principles Board Opinion No. 16 (or any successor
thereto). The Board or the Committee shall also have the authority to establish
separate sub-plans under the Plan with respect to Participants resident in a
particular jurisdiction (the terms of which shall not be inconsistent with those
of the Plan) if necessary or desirable to comply with the applicable laws of
such jurisdiction.

     (f) No Rights to Awards; No Stockholder Rights. No person shall have any
claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of Participants and employees. No Award shall confer on
any Participant any of the rights of a stockholder of the Company




unless and until Stock is duly issued or transferred and delivered to the
Participant in accordance with the terms of the Award or, in the case of an
Option, the Option is duly exercised.

     (g) Unfunded Status of Awards; Creation of Trusts. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to a Participant pursuant to an Award,
nothing contained in the Plan or any Award shall give any such Participant any
rights that are greater than those of a general creditor of the Company;
provided, however, that the Committee may authorize the creation of trusts or
make other arrangements to meet the Company's obligations under the Plan to
deliver cash, Stock, other Awards, or other property pursuant to any Award,
which trusts or other arrangements shall be consistent with the "unfunded"
status of the Plan unless the Committee otherwise determines with the consent of
each affected Participant.

     (h) Nonexclusivity of the Plan. Neither the adoption of the Plan by the
Board nor any submission of the Plan or amendments thereto to the stockholders
of the Company for approval shall be construed as creating any limitations on
the power of the Board to adopt such other compensatory arrangements as it may
deem desirable, including, without limitation, the granting of stock options
otherwise than under the Plan, and such arrangements may be either applicable
generally or only in specific cases.

     (i) No Fractional Shares. No fractional shares of Stock shall be issued or
delivered pursuant to the Plan or any Award. The Committee shall determine
whether cash, other Awards, or other property shall be issued or paid in lieu of
such fractional shares or whether such fractional shares or any rights thereto
shall be forfeited or otherwise eliminated.

     (j) Compliance with Code Section 162(m). It is the intent of the Company
that employee Options, SARs and other Awards designated as Awards subject to
Section 7(f) shall constitute "qualified performance-based compensation" within
the meaning of Code Section 162(m). Accordingly, if any provision of the Plan or
any Award Agreement relating to such an Award does not comply or is inconsistent
with the requirements of Code Section 162(m), such provision shall be construed
or deemed amended to the extent necessary to conform to such requirements, and
no provision shall be deemed to confer upon the Committee or any other person
discretion to increase the amount of compensation otherwise payable in
connection with any such Award upon attainment of the performance objectives.

     (k) Governing Law. The validity, construction and effect of the Plan, any
rules and regulations relating to the Plan and any Award Agreement shall be
determined in accordance with the laws of the State of Delaware, without giving
effect to principles of conflicts of laws, and applicable federal law.

     (l) Effective Date; Plan Termination. The Plan shall become effective as of
the date of its adoption by the Board, and shall continue in effect until
terminated by the Board.