INTERACTIVE INSURANCE SERVICES MGT. EQUITY PLAN

EXHIBIT 4.01

Interactive Insurance Services Corp. Management Equity Plan *






* Interactive Insurance Services Corp. ("IIS") is a Virginia corporation
whose predecessor was Interactive Financial Services Corp., a Delaware
corporation ("IFS"). IFS was merged with and into IIS in a statutory
merger (the "IFS Merger") on April 29, 1996. IFS originally adopted the
Management Equity Plan, which was assumed by IIS in the IFS Merger.








INTERACTIVE FINANCIAL SERVICES CORP.
MANAGEMENT EQUITY PLAN

1. Purpose. The Interactive Financial Services Corp. Management Equity
Plan (the "Plan") is intended to provide an incentive to certain officers and
key employees of Interactive Financial Services Corp., a Delaware corporation
(the "Company"), and its subsidiaries to remain in the employ of the Company and
its subsidiaries and to increase their interest in the success of the Company
through the grant of restricted shares (the "Restricted Shares") of Common
Stock, par value $.01 per share, of the Company (the "Common Stock"), and the
grant of nonqualified stock options (the "Options") to purchase shares of Common
Stock. Options granted under the Plan are not intended to qualify as "incentive
stock options" within the meaning of Section 422(b) of the Internal Revenue Code
of 1986, as amended. Restricted Shares and Options are sometimes referred to
herein as "Awards".

2. Definitions. As used in the Plan, the following terms shall be
defined as follows:

"Adjusted Purchase Price" means, with respect to any Option
Shares, the Option Price in respect of such shares plus interest, compounded
annually, from the date on which such Option Price was paid to the date of
termination of the Participant's employment, at a rate equal to the Prime Rate
per annum.

"Affiliate", with respect to any Person, means any other
Person directly or indirectly controlling, controlled by or under common control
with, such Person. For purposes of this definition, "control" (including with
correlative meanings, the terms "controlling", "controlled by " or "under common
control with"), as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities or by contract or otherwise.

"Agreement" means an agreement between the Company and an
officer or key employee of the Company or any of its subsidiaries providing for
the grant by the Company to such officer or key employee of Restricted Shares or
Options.

"Applicable Value" as of any date of determination means (a)
if the Company is a Public Company, Public Value and (b) if the Company is not a
Public Company, Fair Market Value.

"beneficial owner" or "beneficially own" has the meaning
assigned to such term in Rule 13d-3 under the 1934 Act.
"'Beneficiary" or "Beneficiaries" shall be defined as the
person or persons designated by the Participant pursuant to the provisions of
the applicable Agreement to receive payments pursuant to such Agreement upon the
Participant's death. If no Beneficiary is so designated by the Participant or if
no Beneficiary is living at the time a payment is due pursuant to such
Agreement, payments shall be made to the estate of the Participant. The
Agreement shall provide the Participant with the right to change the designated
Beneficiaries from time to time by written instrument executed by the
Participant and filed with the Committee in accordance with such rules as may be
specified by the Committee.

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

"Call Right" means the right of the Company, exercisable in
accordance with Section 10, (a) to purchase, and to cause a Participant or any
Permitted Transferee of such Participant to sell, Vested Restricted Shares and
Option Shares beneficially owned by the Participant or any such Permitted
Transferee, or (b) to cause a Participant or any Permitted Transferee of such
Participant to surrender for cancellation unexercised Vested Options granted to
such Participant pursuant to the Plan, in each case on the terms and conditions
specified in Sections 10 and 11.

Termination for "Cause" means a termination of the
Participant's employment with the Company or one of its subsidiaries (a) for
"cause" as defined in an employment agreement applicable to the Participant, or
(b) in the case of a Participant who does not have an employment agreement that
defines "cause", because of: (i) any willful material violation by the
Participant of any law or regulation applicable to the business of the Company
or any of its subsidiaries or the Participant's conviction for, or guilty plea
to, a felony or a crime involving moral turpitude, or any willful perpetration
by the Participant of a common law fraud, (ii) the Participant's commission of
an act of personal dishonesty which involves personal profit in connection with
the Company or any other entity having a business relationship with the Company,
(iii) any material breach by the Participant of any provision of the terms of
his employment with the Company or one of its subsidiaries or the applicable
Agreement, (iv) the willful and continued failure or refusal of the Participant
to perform the material duties required of him as an employee of the Company or
one of its subsidiaries, or (v) any other misconduct by the Participant which is
materially injurious to the financial condition or business reputation of, or is
otherwise materially injurious to, the Company or any of its subsidiaries or
Affiliates.

"Commission" means the Securities and Exchange Commission.

"Committee" has the meaning assigned to such term in Section
3.
-2-
"Date of Grant" means the date of grant of an Award as
determined by the Committee in its discretion and set forth in the applicable
Agreement.

"Eligible Persons" means officers and other key employees of
the Company - and its subsidiaries.

"Encumbrance" means any lien, security interest, pledge,
claim, option, right of first refusal, marital right or other encumbrance with
respect to any share of Common Stock or any Option.

"Fair Market Value" means the value of a share of Common
Stock, determined on a fully diluted basis, as determined in good faith by the
Board of Directors or, under the circumstances described in Section 10(b), as
determined in a written report to the Company by an independent appraisal or
investment banking firm selected by the Board of Directors. For purposes of the
definition of "Fair Market Value", the value to be determined by the Board of
Directors or such appraisal or investment banking firm shall be the price per
share at which a share of Common Stock would trade on a national securities
exchange, NASDAQ or a similar market, assuming full liquidity and the absence of
any "takeover" or "change in control" premium.

"Good Reason" means, with respect to any Participant, (a)
"good reason" as defined in an employment agreement applicable to such
Participant, or (b) in the case of a Participant who does not have an employment
agreement that defines "good reason", the occurrence of one or more of the
following events without the Participant's express written consent: (i) a
decrease in the Participant's base salary of greater than 10% (other than any
decrease in base salary applicable to senior officers and employees of the
Company generally) or a continuing failure by the Company to pay material
compensation due and payable to the Participant in connection with his
employment, or (ii) a material reduction by the Company in the kind or level of
employee benefits to which the Participant is entitled immediately prior to such
reduction, with the result that the Participant's overall benefits package is
significantly reduced (other than any such decrease or reduction applicable to
senior officers and employees of the Company generally); provided, however, that
if any such event or material breach that constitutes a potential grounds for
Good Reason is susceptible to cure, no such event or material breach shall
constitute Good Reason unless the Participant first gives the Company notice of
his objection to such event or material breach, and the Company has not, within
30 business days following receipt of the notice, cured such event or material
breach, or in the event such event or material breach is not susceptible to cure
within such 30 business-day period, the Company has not taken all reasonable
steps within such 30 business-day period to cure such event or material breach
as promptly as practicable thereafter.

-3-
"Legended Certificate" means a certificate evidencing the
number of shares of Common Stock issued in connection with an Award and
imprinted with a legend to indicate that (a) such shares are subject to the
restrictions on transfer set forth in the applicable Agreement and in the
Stockholder Agreement and (b) if the offer and sale of such shares have not been
registered under the 1933 Act, such shares may be sold only pursuant to a
registration statement under the 1933 Act or an exemption from registration
under the 1933 Act that the Company has determined is available for such sale.

"Liquidity Event" means (a) a Public Offering that results in
the Company becoming a Public Company, (b) the closing of a sale of Common Stock
pursuant to Section 3.5 or 3.6 of the Stockholder Agreement, (c) the sale of all
or substantially all the assets of the Company to a third party that is not an
Affiliate of the Company, or (d) a merger of the Company with any other entity,
following which the right to elect a majority of the members of the Board of
Directors is not controlled by RMS, or any of its Affiliates, or by Zurich
Centre Investments Limited, a Bermuda company limited by shares, or any of its
Affiliates.

"NASDAQ" means the National Association of Securities Dealers'
Automated Quotation System.

"1933 Act" means the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder.

"1934 Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder.

"Option Price" means, with respect to any Option, (a) the
exercise price per share of Common Stock, as determined under Section 9(a)(i)
and set forth in the applicable Agreement, or (b) such other exercise price per
share of Common Stock as determined at the time of grant by the Committee in its
sole discretion and set forth in the applicable Agreement.

"Option Shares" means the shares of Common Stock acquired by a
Participant upon exercise of an Option.

"Participant" means any Eligible Person who has entered into
an Agreement.

"Permanent Disability" means a physical or mental disability
or infirmity of the Participant that prevents the normal performance of
substantially all his duties as an employee of the Company or any subsidiary,
which disability or infirmity shall exist

-4-
(or in the opinion of an independent physician is likely to exist) for any
continuous period of 180 days or for 180 days within any 12-month period.

"Permitted Transferee" (a) with respect to any share of Common
Stock, has the meaning assigned to such term in the Stockholder Agreement and
(b) with respect to any Option, means any person or entity (other than the
Company) to whom an Option has been transferred in accordance with Section 7.

"Person" means an individual, a partnership, a joint venture,
a corporation, an association, a trust, or any other entity or organization.

The Company shall be deemed to be a "Public Company" if, as of
any date of determination, the aggregate number of shares of Common Stock that
shall have been sold in Public Offerings shall equal not less than 20% of the
then outstanding shares of Common Stock (as determined on a fully diluted
basis).

"Prime Rate" means the rate that Chemical Bank announces from
time to time at its principal office as its prime lending rate for domestic
commercial loans, the Prime Rate to change when and as such prime lending rate
changes.

"Public Offering" means a sale of Common Stock to the public
by any of the holders of Common Stock or the Company pursuant to one or more
registered offerings under the 1933 Act, following which the Common Stock is
listed on a national securities exchange or is quoted on an automated quotation
system.

The "Public Value" of a share of Common Stock on a given date
shall be the average closing price of a share of Common Stock on such national
securities exchange as may be designated by the Board of Directors, or, in the
event that the Common Stock is not listed for trading on a national securities
exchange but is quoted on an automated quotation system, the average closing bid
price per share of Common Stock on such automated quotation system (the "Average
Closing Price"), in either case for the 30-day period ending on such date. The
Average Closing Price of a share of Common Stock shall be determined by dividing
(a) by (b), where (a) shall equal the sum of the closing prices for the Common
Stock on each day that the Common Stock was traded and a closing price was
reported on such national securities exchange or such automated quotation
system, as the case may be, during the 30-day period, and (b) shall equal the
number of days on which the Common Stock was traded and a closing price was
reported on such national securities exchange or such automated quotation
system, as the case may be, during the 30-day period.

"Retirement" means resignation or voluntary termination of
employment after attainment of an age required for payment of an immediate
pension pursuant to the terms of any qualified retirement plan maintained by the
Company or any of its

-5-
subsidiaries in which the Participant participates; provided, however, that no
resignation or termination prior to a Participant's sixty-fifth birthday shall
be deemed a Retirement unless the Committee so determines in its sole
discretion.

"RMS" means Risk Management Solutions, Inc., a California
corporation.

"Second Closing Date" has the meaning assigned to such term in
the Subscription Agreement.

"Stockholder Agreement" means the Stockholder Agreement dated
as of the Effective Date, among the Company and each of the other parties
signatory thereto, and as it may hereafter be amended.

"Subscription Agreement" means the Subscription Agreement
dated as of the Effective Date, between the Company and RMS (or any assignee
thereof).

"Unvested Options" means, as of any date, all Options other
than Vested Options.

"Unvested Restricted Shares" means, as of any date, all
Restricted Shares other than Vested Restricted Shares.

"Vested Options" means, as of any date, Options that have
vested in accordance with Section 9(a)(ii) or 9(a)(iii).

"'Vested Restricted Shares" means, as of any date, Restricted
Shares that have vested in accordance with Section 8(a)(i) or 8(a)(ii).

3. Administration of the Plan.

(a) Members of the Committee. The Plan shall be administered,
and Awards shall be granted hereunder, by a committee (the "Committee") of the
Board of Directors comprised of at least three directors selected by the Board
of Directors to administer the Plan, a majority of whom shall not be employed by
the Company or one of its subsidiaries and one of whom shall be an officer of
the Company; provided, however, that so long as RMS or any of its Affiliates
shall own any shares of Common Stock, RMS (or, if applicable, the Affiliate of
RMS owning the greatest number of the shares of Common Stock owned by RMS and
its Affiliates) shall have the right to select two directors to serve as members
of the Committee. The initial members of the Committee shall be Steven P.
Aldrich, Eric T. Fry and Adam M. Mizel. Notwithstanding the foregoing, following
the first registration of any equity security of the Company pursuant to Section
12 of the 1934 Act, the composition of the Committee shall be adjusted to the
extent required in order for the Company to rely on the

-6-
exemptive relief provided under Rule 16b-3, as it may be amended from time to
time, promulgated pursuant to Section 16 of the 1934 Act.

(b) Authority of the Committee. The Committee shall adopt such
rules as it may deem appropriate in order to carry out the purpose of the Plan.
All questions of interpretation, administration and application of the Plan
shall be determined in good faith by a majority of the members of the Committee
then in office, except that the Committee may authorize any one or more of its
members, or any officer of the Company, to execute and deliver documents on
behalf of the Committee. The determination of such majority shall be final and
binding in all matters relating to the Plan.

4. Number of Shares Issued in Connection with Awards. The maximum
aggregate number of shares of Common Stock that may be issued in connection with
Awards under the Plan is 6,500, subject to adjustment as provided in Section 12.
If any Restricted Shares are forfeited and cancelled, or if any Option expires
or has been surrendered without being exercised in full, the Restricted Shares
so forfeited and cancelled or shares of Common Stock as to which such Option has
not been exercised, as the case may be, may again be available for issuance in
connection with future grants of Awards.

5. Eligible Persons. Awards may be granted only to Eligible Persons.
The Committee shall have the authority to select the individual Participants
from among such class of Eligible Persons to whom Awards may be granted and to
determine the number and form of Awards to be granted to each Participant.

6. Agreement. The terms and conditions of each Award shall be embodied
in a written agreement (the "Agreement") in a form approved by the Committee,
which shall contain terms and conditions not inconsistent with the Plan and
which shall incorporate the Plan by reference. Each Agreement shall: (a) state
the Date of Grant, the number of Restricted Shares or Options being granted
pursuant to such Agreement, and, in the case of Options, the applicable Option
Price or Option Prices; (b) specify the applicable vesting schedule; (c) be
signed by the recipient of the Award and a person designated by the Committee;
and (d) be delivered to the recipient of the Award.

7. Stockholder Agreement; Restrictions on Transfer. Each Participant
shall, as a condition to the effective grant of any Award hereunder, execute an
agreement pursuant to which he shall become a party to the Stockholder
Agreement. None of the Vested Restricted Shares or Option Shares may be sold,
transferred, assigned, pledged, or otherwise encumbered or disposed of to any
third party other than the Company except as provided in the Stockholder
Agreement. Without the prior written consent of the Committee, none of the
Unvested Restricted Shares may be sold, transferred, assigned, pledged, or
otherwise encumbered or disposed of to any third party other

-7-
than the Company. None of the Options may be sold, transferred, assigned,
pledged, or otherwise encumbered or disposed of, except by will or the laws of
descent and distribution. Each Permitted Transferee (other than the Company) of
any Restricted Share, Option or Option Share shall, as a condition to the
transfer thereof, execute an agreement pursuant to which it shall become a party
to the Stockholder Agreement and the Agreement applicable to the transferor.

8. Restricted Shares.

(a) Terms of Restricted Shares Generally. Restricted Shares
may be granted to any Eligible Person. Restricted Shares shall be shares of
Common Stock subject to the restrictions and other terms and conditions set
forth in the Plan and the applicable Agreement. Except as required by law or as
determined by the Committee and set forth in the applicable Agreement,
Participants shall not be required to pay any additional consideration for the
issuance of Restricted Shares granted pursuant to the Plan. Restricted Shares
granted under the Plan shall comply with the following terms and conditions:

(i) Vesting. Except as vesting may be
accelerated pursuant to the terms of the Plan or the applicable Agreement, each
Restricted Share shall vest on the fifth anniversary of the Date of Grant.

(ii) Acceleration of Vesting. In the event that
the employment of a Participant is terminated by the Company or any of its
subsidiaries without Cause, by the Participant for Good Reason, or by reason of
death, Permanent Disability or Retirement, the "Restricted Share Pro Rata
Portion" of the Restricted Shares held by such Participant shall immediately
vest. For purposes of this clause (ii), with respect to any Participant, the
"Restricted Share Pro Rata Portion" of any Restricted Shares as of the date of
determination means the number of Restricted Shares that equals the product of
the total number of Restricted Shares granted to such Participant under the Plan
multiplied by a fraction, the numerator of which is the number of full months
following the Date of Grant completed prior to such date of determination and
the denominator of which is 60. In the event that (A) a Participant has received
more than one grant of Restricted Shares under the Plan and (B) one or more of
such grants has a Date of Grant that is different from the Date of Grant for
another such grant, then the Restricted Share Pro Rata Portion shall be
determined separately for each grant. Any of an affected Participant's
Restricted Shares that remain unvested following the application of the
foregoing provisions of this clause (ii) shall thereupon be forfeited and shall
be deemed cancelled. In the event that a Liquidity Event occurs, all the
Restricted Shares held by Participants shall immediately vest.

(iii) Stockholder Rights. A Participant shall
have all rights of a stockholder as to the Restricted Shares, including the
right to receive dividends and the

-8-
right to vote in accordance with the Company's Certificate of
Incorporation, subject to the restrictions set forth in the Plan, the applicable
Agreement and the Stockholder Agreement.

(iv) Dividends and Distributions. Any shares of
Common Stock or other securities of the Company received by a Participant as a
result of a stock distribution to holders of Restricted Shares or as a stock
dividend on Restricted Shares shall be subject to the same restrictions as such
Restricted Shares, and all references to Restricted Shares hereunder shall be
deemed to include such shares of Common Stock or other securities.

(v) Additional Terms and Conditions. Each
Restricted Share granted hereunder shall be subject to such additional terms and
conditions not inconsistent with the Plan that are prescribed by the Committee
and set forth in the Applicable Agreement.

(b) Issuance of Certificate. Unvested Restricted Shares shall
be held by the Company for the account of the Participant. As promptly as
practicable after Restricted Shares become Vested Restricted Shares, a Legended
Certificate evidencing the appropriate number of shares of Common Stock granted
to the Participant as Restricted Shares shall be issued in the name of the
Participant.

(c) Unvested Restricted Shares. Upon termination of a
Participant's employment for any reason, all Restricted Shares that have not
theretofore vested (and which do not vest by reason of such termination of
employment) shall be forfeited and cancelled without any payment therefor.

9. Options.

(a) Terms of Options Generally. Options may be granted to any
Eligible Person. Each Option shall entitle the Participant to whom such Option
was granted to purchase, upon payment of the relevant Option Price, one share of
Common Stock. Payment of the Option Price shall be made in cash, or, in the sole
discretion of the Committee and to the extent provided in the applicable
Agreement, in shares of Common Stock already owned by the Participant, in other
property acceptable to the Committee or in any combination of cash, shares of
Common Stock or such other property. Options granted under the Plan shall comply
with the following terms and conditions:

(i) Option Price. With respect to any Option
granted under the Plan, except as determined by the Committee in its sole
discretion at the time of grant and set forth in the applicable Agreement, the
applicable Option Price shall be (A) $65.00, in the case of any Option granted
on or subsequent to the First Closing Date and

-9-
prior to the Second Closing Date and (B) the greater of $90.00 and the fair
market value per share of Common Stock, in the case of any Option granted on or
subsequent to the Second Closing Date (the Option Price referred to in this
clause (B) or clause (A) above being hereinafter called the "Initial Price"), in
each case increased at the end of each fiscal quarter of the Company while such
Option remains unexercised from the Date of Grant, at a rate of 3% per quarter
(the "Adjusted Date of Grant Value"); provided, however, that if, at the time
the Option is exercised hereunder or a Call Right is exercised with respect to
such Option, the Applicable Value is equal to or exceeds the Adjusted Date of
Grant Value determined as of the date of exercise of such Option or, if a Call
Right is exercised, the date of termination of the Participant's employment, the
Option Price of such Option shall be the Initial Price.

(ii) Vesting. Except as vesting may be
accelerated pursuant to the terms of the Plan or the applicable Agreement, each
Option shall vest on the fifth anniversary of the Date of Grant.

(iii) Acceleration of Vesting. In the event that
the employment of a Participant is terminated by the Company or any of its
subsidiaries without Cause, by the Participant for Good Reason, or by reason of
death, Permanent Disability or Retirement, the "Option Pro Rata Portion" of the
Options held by such Participant shall immediately vest. For purposes of this
clause (iii), with respect to any Participant, the "Option Pro Rata Portion" of
any Options as of the date of determination means the number of Options that
equals the product of the total number of Options granted to such Participant
under the Plan multiplied by a fraction, the numerator of which is the number of
full months following the Date of Grant completed prior to such date of
determination and the denominator of which is 60. In the event that (A) a
Participant has received more than one grant of Options under the Plan and (B)
one or more of such grants has a Date of Grant that is different from the Date
of Grant for another such grant, then the Option Pro Rata Portion shall be
determined separately for each grant. Any of an affected Participant's Options
that remain unvested following the application of the foregoing provisions of
this clause (iii) shall thereupon be forfeited and shall be deemed cancelled. In
the event that a Liquidity Event occurs, all the Options held by Participants
shall immediately vest.

(iv) Duration of Options. Each Option shall be
effective for such term as shall be determined by the Committee and set forth in
the applicable Agreement; provided, however, that the term of any Option shall
not exceed 10 years from the Date of Grant.

(v) Exercise Following Termination of
Employment. Upon termination of a Participant's employment with the Company or
any of its subsidiaries (including upon the Participant's death, Permanent
Disability or Retirement, but not including a termination, on or prior to the
fifth anniversary of the relevant Date of

-10-
Grant, of such Participant's employment by the Company or any of its
subsidiaries for Cause or by the Participant other than for Good Reason), the
Participant (or, in the case of the Participant's death, his Beneficiary) may
exercise any Vested Option, subject to Section 9(b), at any time until the
earlier of (A) 60 days following the date of such termination of employment (or,
if a Vested Option may not be exercised on the date of such termination of
employment because the conditions to exercise set forth in Section 9(b) are not
satisfied, 60 days following the date on which the Company notifies the
Participant that such conditions have been satisfied and that the Option may be
exercised), and (B) exercise by the Company of its Call Right under Section 10,
but in no event after the expiration of the Option under the provisions of
clause (iv) above. Upon the expiration of such period or exercise of such Call
Right, any such Vested Option not theretofore exercised shall be cancelled, and
the shares of Common Stock that had been subject thereto shall again be
available for grants of further Awards under the Plan.

(vi) Certain Restrictions. Options granted
hereunder shall be exercisable during the Participant's lifetime only by the
Participant.

(vii) Stockholder Rights. A Participant shall
have no rights as a stockholder with respect to any Option Shares until a
certificate or certificates evidencing such shares shall have been issued to
such Participant, and, except as provided in Section 12, no adjustment shall be
made for dividends or distributions or other rights in respect of any share for
which the record date is prior to the date upon which the Participant shall
become the holder of record thereof.

(viii) Dividends and Distributions. Any shares of
Common Stock or other securities of the Company received by a Participant as a
result of a stock distribution to holders of Option Shares or as a stock
dividend on Option Shares shall be subject to the same restrictions as such
Option Shares, and all references to Option Shares hereunder shall be deemed to
include such shares of Common Stock or other securities.

(ix) Additional Terms and Conditions. Each
Option granted hereunder, and any shares of Common Stock issued in connection
with such Option, shall be subject to such additional terms and conditions not
inconsistent with the Plan as are prescribed by the Committee and set forth in
the applicable Agreement.

(b) Limitation on Exercise. An Option shall not be exercisable
unless the offer and sale of the shares of Common Stock subject to the Option
have been registered under the 1933 Act and qualified under applicable state
"blue sky" laws, or the Company has determined that an exemption from
registration under the 1933 Act and from qualification under such state "blue
sky" laws is available.

-11-
(c) Issuance of Certificate. As soon as practicable following
the exercise of any Options, a Legended Certificate evidencing the number of
shares of Common Stock issued in connection with such exercise shall be issued
in the name of the Participant.

(d) Unvested Options. Upon termination of a Participant's
employment for any reason, all Options that have not theretofore vested (and
which do not vest by reason of such termination of employment) shall be
forfeited and cancelled without any payment therefor.

10. Termination of Employment.

(a) Company Call Right.

(i) Exercise of Call Right. If the employment of
a Participant with the Company and its subsidiaries terminates for any reason,
the Company shall have a Call Right, exercisable for a period of 60 days
following such termination of employment, with respect to all the Vested
Restricted Shares, Vested Options and Option Shares beneficially owned by the
Participant and any Permitted Transferees of the Participant. The Company may
exercise its Call Right by giving written notice thereof to the Participant or
such Permitted Transferee, as the case may be, prior to the expiration of such
60-day period.

(ii) Purchase Price. With respect to any exercise
of the Company's Call Right as provided for in Section 10(a)(i), the Participant
or his Permitted Transferee, as applicable, shall surrender to the Company all
Vested Restricted Shares, Vested Options and Option Shares, and the Company
shall pay to the Participant as consideration therefor the following:

(A) In the event that the employment of
a Participant is terminated by the Company or any of its Subsidiaries without
Cause, by the Participant for Good Reason, or by reason of death, Permanent
Disability or Retirement (or is terminated for any other reason following the
fifth anniversary of the relevant Date of Grant), the Participant shall receive
a payment equal to (1) in the case of Vested Restricted Shares or Option Shares,
the aggregate Applicable Value of such Vested Restricted Shares or Option
Shares, and (2) in the case of Vested Options, the excess, if any, of the
aggregate Applicable Value of the shares of Common Stock subject to such Vested
Options over the aggregate Option Price of such Options, and if such amount is
zero or less, the Options shall be surrendered for cancellation without any
consideration being paid therefor. The Applicable Value shall, for purposes of
this Section 10, be determined as of the date of termination of the
Participant's employment.

-12-
(B) In the event that, on or prior to
the fifth anniversary of the relevant Date of Grant, the Participant's
employment is terminated by the Company or any of its Subsidiaries for Cause, or
by the Participant other than for Good Reason, (1) the Participant's Vested
Restricted Shares and Vested Options shall be surrendered for cancellation
without any consideration being paid therefor and (2) the Participant shall
receive a payment equal to the lesser of (x) the aggregate Applicable Value of
the Participant's Option Shares and (y) the aggregate Adjusted Purchase Price
for such Option Shares.

(b) Appraisal. If, in connection with the
exercise by the Company of its Call Right under this Section 10, the Participant
with respect to whose Vested Restricted Shares, Vested Options or Option Shares
are subject to the Call Right reasonably believes that the Board of Directors'
determination of Fair Market Value (if applicable) is not reasonable, then the
Participant may challenge the Board of Directors' determination of such Fair
Market Value by giving written notice to the Board of Directors no later than 10
business days after receipt of notice of the purchase price which the Company
intends to pay upon exercise of its Call Right. In such event, the Company shall
engage at its own expense an appraisal or investment banking firm that is
independent of the Company and its Affiliates to determine the Fair Market Value
of the Common Stock for purposes of determining the purchase price to be paid by
the Company; provided, however, that if such a determination has been made by
such an appraisal or investment banking firm less than one year prior to the
date as of which the Fair Market Value of the Common Stock is to be determined,
the Company shall not be required to engage any such firm and may, in its
discretion, instead rely upon such earlier valuation. Any such appraisal or
investment banking firm engaged by the Company shall be selected by the Board of
Directors and shall be reasonably satisfactory to the Participant. The purchase
price determined by such independent appraisal or investment banking firm shall
be conclusive and binding on the parties. Anything in Section 11(a) to the
contrary notwithstanding, if such an independent appraisal or investment banking
firm is appointed, no payment shall be made in respect of the Company's
repurchase of Vested Restricted Shares, Vested Options or Option Shares pending
the determination of the purchase price by such firm, and payment of such
purchase price shall instead be made no later than the tenth business day
following receipt by the Company of the report of such firm establishing such
purchase price. If the Fair Market Value so determined by such independent
appraisal or investment banking firm exceeds the Fair Market Value determined by
the Board of Directors by more than 10%, the costs of such firm shall be for the
account of the Company; in all other cases, the costs of such firm shall be
shared equally by the Company and the Participant, and the Company shall have
the right to withhold such costs from any payment it makes in respect of its
repurchase of Vested Restricted Shares, Vested Options or Option Shares from the
Participant.

11. Additional Terms Relating to the Company's Call Right.

-13-
(a) Closing. The closing of any exercise of the Company's Call
Right shall take place at the offices of the Company, or such other place as may
be mutually agreed, not less than 15 nor more than 30 days after the date such
Call Right is exercised. The date and time of closing shall be specified by the
Company at the time it exercises the Call Right. At such closing, the
Participant shall deliver consents to the surrender and cancellation of Vested
Options and certificates for the Vested Restricted Shares and Option Shares to
be repurchased by the Company duly endorsed, or accompanied by written
instruments of transfer in form reasonably satisfactory to the Company duly
executed by the Participant, free and clear of any Encumbrances. The Company
shall, subject to Section 11(b), pay the applicable purchase price for
surrendered Vested Restricted Shares, Vested Options or Option Shares in cash.

(b) Financial Capability; Legal Limitations. Anything in the
Plan or any Agreement to the contrary notwithstanding, to the extent that (1)
the limitations or restrictions applicable to the Company or any of its
subsidiaries under the laws of the State of Delaware, the restrictions or
limitations contained in the Company's Certificate of Incorporation or any other
applicable law, rule or regulation or under the terms of any indebtedness for
borrowed money of the Company or any of its subsidiaries prohibit the Company
from making any payment required under the Plan or any applicable Agreement with
respect to a Vested Restricted Share, Vested Option or Option Share or (2) the
Board of Directors shall determine in good faith that the Company is not
financially capable of making any such payment, then the Company shall not be
obligated to make payment at such time, and shall have the right to defer such
payment until the Board of Directors reasonably determines that such limitations
and restrictions no longer restrict the Company from making such deferred
payment. Any amounts the payment of which is so deferred shall be paid promptly
after, and to the extent that, the Board of Directors determines that the
limitations and restrictions referred to in the first sentence of this Section
11(b) no longer restrict such payment. Notwithstanding a deferral of payment in
accordance with this Section 11(b) for Vested Restricted Shares, Vested Options
or Option Shares in respect of which the Company shall have exercised its Call
Right, the closing of any exercise of such Call Right shall take place as
provided in Section 11(a), and the right of the Participant and his Permitted
Transferees in respect of the Vested Restricted Shares, Vested Options and
Option Shares (other than the right to receive payment of amounts deferred in
accordance with this Section 11(b)) shall terminate as of such closing.

12. Effect of Certain Corporate Changes.

(a) Dilution and Other Adjustments. In the event of a stock
dividend or split, the Committee shall make any or all of the following
adjustments that in its discretion it deems necessary or advisable to provide
each Participant with a benefit equivalent to that which he would have been
entitled to had such event not occurred: (i)

-14-
adjust the number of Awards granted to each Participant and the number of Awards
that may be granted generally pursuant to the Plan, (ii) adjust the Option Price
of any Options and (iii) make any other adjustments, or take such action, as the
Committee, in its discretion, deems appropriate. Such adjustments shall be
conclusive and binding for all purposes. In the event of a change in the Common
Stock which is limited to a change in the designation thereof to "Capital Stock"
or other similar designation, or to a change in the par value thereof, or from
par value to no par value, without increase or decrease in the number of issued
shares, the share, resulting from any such change shall be deemed to be Common
Stock within the meaning of the Plan.

(b) Effect of Reorganization. In the event that (i) the
Company is merged or consolidated with another corporation, (ii) all or
substantially all the assets of the Company are acquired by another corporation,
person or entity, (iii) the Company is reorganized, dissolved or liquidated
(each such event in (i), (ii) or (iii) being hereinafter referred to as a
"Reorganization Event") or (iv) the Board of Directors shall propose that the
Company enter into a Reorganization Event, then the Committee shall make such
adjustments as it deems necessary or advisable to provide each Participant with
a benefit equivalent to that which he would have been entitled to had such event
not occurred.

13. Miscellaneous.

(a) No Rights to Grants or Continued Employment. No employee
of the Company or any of its subsidiaries shall have any claim or right to
receive grants of Awards under the Plan. Neither the Plan nor any action taken
or omitted to be taken hereunder shall be deemed to create or confer on any
employee any right to be retained in the employ of the Company or any subsidiary
or other Affiliate thereof, or to interfere with or to limit in any way the
right of the Company or any subsidiary or other Affiliate thereof to terminate
the employment of such employee at any time.

(b) Right of Company to Assign Rights and Delegate
Duties. The Company shall have the right to assign any of its rights and
delegate any of its duties hereunder to any of its Affiliates.

(c) Tax Withholding. The Company and its subsidiaries shall
have the right to require any individual entitled to receive shares of Common
Stock pursuant to an Award to remit to the Company, prior to the delivery of any
certificates evidencing such shares, any amount sufficient to satisfy any
Federal, state or local tax withholding requirements. Prior to the Company's
determination of such withholding liability, such individual may make an
irrevocable election to satisfy, in whole or in part, such obligation to remit
taxes by directing the Company to withhold shares of Common Stock that would
otherwise be received by such individual. Such election may be denied by the
Committee in its discretion, or may be made subject to certain conditions

-15-
specified by the Committee, including, without limitation, conditions intended
to avoid the imposition of liability against the individual under Section 16(b)
of the 1934 Act. The Company and its subsidiaries shall also have the right to
deduct from all cash payments made pursuant to the Plan or any applicable
Agreement any Federal, state or local taxes required to be withheld with respect
to such payments.

(d) No Restriction on Right of Company to Effect Corporate
Changes. The Plan shall not affect in any way the right or power of the Company
or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the capital structure or
business of the Company, or any merger or consolidation of the Company, or any
issue of stock or of options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are superior to or
affect the Common Stock or the rights thereof or which are convertible into or
exchangeable for Common Stock, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of the assets or business of the
Company, or any other corporate act or proceeding, whether of a similar
character or otherwise.

(e) 1934 Act. Notwithstanding anything contained in the Plan
or any Agreement to the contrary, if the consummation of any transaction under
the Plan would result in the possible imposition of liability on a Participant
pursuant to Section 16(b) of the 1934 Act, the Committee shall have the right,
in its sole discretion, but shall not be obligated, to defer such transaction to
the extent necessary to avoid such liability, but in no event for a period in
excess of 180 days.

14. Amendment. The Board of Directors may at any time and from time to
time alter, amend, suspend or terminate the Plan in whole or in part. No
termination or amendment of the Plan may, without the consent of the Participant
to whom any Awards shall previously have been granted, adversely affect the
rights of such Participant in such Awards; provided, however, that the
Participant Committee (as hereinafter defined) shall have the authority to
approve (without any further consent and which approval shall be binding on all
Participants) any such alteration, amendment, suspension, termination or waiver
of any of the rights of the Participants under the Plan or any Agreement or any
outstanding Awards so long as such alteration, amendment, suspension,
termination or waiver is uniformly applicable to all Participants. As used
herein, the "Participant Committee" means Steven P. Aldrich and Robert M.
Freeland and successor members of such committee appointed by them.

15. Effective Date. The Plan shall be effective as of November
14, 1995 (the "Effective Date").

-16-
16. Termination. Unless previously terminated pursuant to Section
14 hereof, the Plan shall terminate on the tenth anniversary of the Effective
Date, and no further Awards may be awarded hereunder after such date.

17. Headings. The headings of sections and subsections herein are
included solely for convenience of reference and shall not affect the meaning of
any of the provisions of the Plan.

18. Governing Law. The Plan and all rights hereunder shall be
construed in accordance with and governed by laws of the State of New York.

-17-