Exhibit 4.3

                           CITIZENS UTILITIES COMPANY
                        MANAGEMENT EQUITY INCENTIVE PLAN



SECTION 1. Purpose

     The purpose of the Citizens  Utilities Company  Management Equity Incentive
Plan (the  "Plan") is to provide  additional  compensation  incentives  for high
levels of performance and productivity by employees of the Company's operations.
The Plan is intended to strengthen  the Company's  existing  operations  and its
ability to attract and retain  outstanding  management  and employees upon whose
judgment,  initiative and efforts the continued success,  growth and development
of the Company is dependent. The Plan would constitute the first incentive award
plan of its type adopted by the Company.


SECTION 2. Definitions

     When used herein, the following terms have the following meanings:

     (a)  "Affiliate" means any company  controlled by the Company,  controlling
          the Company or under common control with the Company.

     (b)  "Award" means an award granted to any Eligible  Employee in accordance
          with the provisions of the Plan.

     (c)  "Award   Agreement"   means  the  written   agreement  or  certificate
          evidencing  the terms of the Award  granted  to an  Eligible  Employee
          under the Plan.

     (d)  "Beneficiary"  means  the  beneficiary  or  beneficiaries   designated
          pursuant to Section 11 to receive the amount,  if any,  payable  under
          the Plan upon the death of an Eligible Employee.

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

     (f)  "Code" means the Internal Revenue Code of 1986, as now in effect or as
          hereafter amended.  (All citations to Sections of the Code are to such
          Sections  as they  are  currently  designated  and  reference  to such
          Sections shall include the provisions thereof as they may from time to
          time be amended or renumbered as well as any successor provisions.)

     (g)  "Company"  means Citizens  Utilities  Company,  and its successors and
          assigns.

     (h)  "Committee"  means the  Committee  appointed by the Board  pursuant to
          Section 12.


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     (i)  "Deferred  Stock" means Stock  credited to an Eligible  Employee under
          the Plan subject to the requirements of Section 8 and such other terms
          and restrictions as the Committee deems appropriate or desirable.

     (j)  "Effective Date" means June 22, 1990.

     (k)  "Eligible  Employee"  means an employee of any  Participating  Company
          whose responsibilities and decisions in the judgment of the Committee,
          directly affect the management,  performance or  profitability  of any
          Participating  Company.  Where  required  by  the  context,  "Eligible
          Employee"  includes an individual who has been granted an Award but is
          no longer an employee of any Participating Company.

     (l)  "Fair  Market  Value"  means,  unless  another  reasonable  method for
          determining  fair market  value is  specified  by the  Committee,  the
          average of the high and low sales prices of a share of the appropriate
          Series of Stock as reported by the NASDAQ  National  Market System (or
          if such  shares  are listed on a national  stock  exchange  or another
          national  quotation  system, as reported or quoted by such exchange or
          system)  for the date in question  or, if no such sales were  reported
          for such date,  for the most recent  date on which  sales  prices were
          quoted.

     (m)  "Option" means an option to purchase Stock, including Restricted Stock
          or Deferred  Stock,  if the  Committee so  determines,  subject to the
          applicable  provisions of Section 5 and awarded in accordance with the
          terms of the Plan and which may be an incentive stock option qualified
          under Section 422 of the Code or a nonqualified stock option.

     (n)  "Participating  Company"  means the Company or any subsidiary or other
          affiliate of the  Company;  provided,  however,  for  incentive  stock
          options  only,   "Participating   Company"  means  the  Company,   any
          corporation  which at the time such  option is granted  under the Plan
          qualifies  as a  subsidiary  of the Company  under the  definition  of
          "subsidiary corporation" contained in Section 425(f) of the Code.

     (o)  "Performance   Share"  means  a  performance   share  subject  to  the
          requirements  of Section 6 and awarded in accordance with the terms of
          the Plan.

     (p)  "Plan"  means  the  Citizens   Utilities  Company   Management  Equity
          Incentive   Plan,  as  the  same  may  be  amended,   administered  or
          interpreted from time to time.

     (q)  "Restricted Stock" means Stock delivered under the Plan subject to the
          requirements of Section 7 and such other terms and restrictions as the
          Committee deems appropriate or desirable.


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     (r)  "SAR"  means a stock  appreciation  right  subject to the  appropriate
          requirements  under Section 5 and awarded in accordance with the terms
          of the Plan.

     (s)  "Stock" means the Series A or Series B Common Stock of the Company and
          any successor Common Stock.

     (t)  "Total  Disability"  means the complete and permanent  inability of an
          Eligible  Employee to perform all of his or her duties under the terms
          of his or her employment with any Participating Company, as determined
          by  the  Committee  upon  the  basis  of  such   evidence,   including
          independent medical reports and data, as the Company deems appropriate
          or necessary.


SECTION 3.  Shares Subject to the Plan

     (a)  The maximum number of shares of Stock which may be issued  pursuant to
          Awards under the Plan at any time is 5% of the issued and  outstanding
          shares of Stock as determined at that time; provided that no more than
          2.2 million shares of Stock may be issued  pursuant to incentive stock
          options  under the Plan.  In the  event  that the  number of shares of
          Stock  subject to Awards or issued at any one time is in excess of the
          above-stated  5% limit,  the number need not be reduced if such excess
          has  resulted  solely  from a  reduction  in the  amount of issued and
          outstanding  shares of Stock  subsequent  to the time that such awards
          were  granted or such shares were  issued.  Such shares  shall be made
          available  either from authorized or unissued  shares,  shares held by
          the Company in its treasury or  reacquired  shares.  The term "issued"
          shall  include all  deliveries  to an  Eligible  Employee of shares of
          Stock  pursuant to Awards under the Plan.  The  Committee  may, in its
          discretion,  decide to award other  shares  issued by the Company that
          are convertible  into Stock or make such shares subject to purchase by
          an Option,  in which event the maximum  number of shares of Stock into
          which  such  shares may be  converted  shall be used in  applying  the
          aggregate  share limit under this Section 3 and all  provisions of the
          Plan  relating  to Stock  shall  apply with full force and effect with
          respect to such convertible shares.

     (b)  If, for any reason, any shares of Stock awarded or subject to purchase
          or issuance  under the Plan are not delivered or are reacquired by the
          Company for reasons  including,  but not limited to, a  forfeiture  of
          Restricted  Stock or Deferred  Stock or  termination,  expiration or a
          cancellation of an Option,  SAR or a Performance Share, such shares of
          Stock shall be deemed not to have been issued pursuant to Awards under
          the Plan.

     (c)  Shares  of  Stock  received  by the  Company  in  connection  with the
          exercise of Options by delivery  of shares or in  connection  with the
          payment of withholding  taxes shall reduce the number of shares deemed
          to have been issued  pursuant to Awards under the Plan for the purpose
          of the 5% limit,  but not for the  purpose  of the 2.2  million  share
          limit, both discussed in Section 3(a) hereof.


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SECTION 4.  Grant of Awards and Award Agreements

     (a)  Subject  to the  provisions  of the  Plan,  the  Committee  shall  (i)
          determine and designate from time to time those Eligible  Employees or
          groups of Eligible  Employees  to whom Awards are to be granted;  (ii)
          grant Awards to Eligible  Employee;  (iii) determine the form or forms
          of Award to be granted to any Eligible  Employee;  (iv)  determine the
          amount or number of  shares of Stock,  including  Restricted  Stock or
          Deferred Stock if the Committee-so determines,  subject to each Award;
          (v) determine the terms and  conditions  (which need not be identical)
          of each Award; (vi) establish and modify performance objectives; (vii)
          determine  whether  and to what  extent  Eligible  Employees  shall be
          allowed or  required to defer  receipt of any Awards or other  amounts
          payable under the Plan to the occurrence of a specified date or event;
          (viii)  determine  the price at which  shares of Stock may be  offered
          under each Award  which price may,  except in the case of Options,  be
          zero; (ix) interpret, construe and administer the Plan and any related
          award agreement and define the terms employed  therein;  and (xi) make
          all of the  determinations  necessary or advisable with respect to the
          Plan or any Award granted thereunder.

     (b)  Each  Award  granted  under the Plan shall be  evidenced  by a written
          Award Agreement,  in a form approved by the Committee.  Such agreement
          shall be subject to and  incorporate the express terms and conditions,
          if any,  required under the Plan or as required by the:  Committee for
          the form of Award  granted and such other terms and  conditions as the
          Committee may specify.

     (c)  The  Committee  may modify or amend any Awards  (by  cancellation  and
          regrant  or  substitution  of Awards or  otherwise  and with terms and
          conditions more or less favorable to Eligible  Employees) or waive any
          restrictions or,  conditions  applicable to any Awards or the exercise
          or  realization  thereof  (except that the Committee may not undertake
          any such  modifications,  amendments or waivers if the effect thereof,
          taken as a whole,  adversely and materially  affects the rights of any
          recipient of  previously  granted  Awards  without his or her consent,
          unless  such  modification,   amendment  or  waiver  is  necessary  or
          desirable  for the  continued  validity of the Plan or its  compliance
          with Rule 16b-3 or any successor  rule under the  Securities  Exchange
          Act of 1934 or any other rule or regulation.

     (d)  The Committee  may permit the voluntary  surrender of all or a portion
          of any  Award  granted  under  the  Plan to be  conditioned  upon  the
          granting of a new Award or may require such  voluntary  surrender as a
          condition  to a grant of a new  Award.  Any such  new  Award  shall be
          subject to such terms and conditions as are specified by the Committee
          at the time the new Award is granted,  determined in  accordance  with
          the  provisions  of  the  Plan  without  regard  to the  terms  of the
          surrendered Award.


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SECTION 5. Stock Options and Stock Appreciation Rights

     (a)  With  respect  to the  Options  and  SARs,  the  Committee  shall  (i)
          authorize the granting of incentive stock options,  nonqualified stock
          options,   SARs  or  a  combination   of  incentive   stock   options,
          nonqualified  stock  options and SARS;  (ii)  determine  the number of
          shares of Stock  subject  to each  Option  or the  number of shares of
          Stock  that  shall be used to  determine  the  value  of a SAR;  (iii)
          determine  whether  such  Stock  shall be  Restricted  Stock or,  with
          respect to nonqualified stock options,  Deferred Stock; (iv) determine
          the time or times when and the manner in which  each  Option  shall be
          exercisable and the duration of the exercise period; and (v) determine
          whether  or not  all or part of each  Option  may be  canceled  by the
          exercise of a SAR; provided,  however,  that the aggregate Fair Market
          Value  (determined  as of the date of Option is  granted) of the Stock
          (disregarding  any  restrictions in the case of Restricted  Stock) for
          which incentive  stock options granted to any Eligible  Employee under
          this Plan may first become  exercisable in any calendar year shall not
          exceed  $100,000.  Notwithstanding  the foregoing,  to the extent that
          incentive  stock options  granted to an Eligible  Employee  under this
          Plan for any reason exceed such limit on  exercisability,  the options
          shall be treated as  nonqualified  stock  options  as  provided  under
          Section  422(d) of the Code,  but shall in all other  respects  remain
          outstanding and exercisable in accordance with their terms.

     (b)  The exercise  period for a  nonqualified  stock option or SAR shall be
          ten  years  from the date of grant or such  shorter  period  as may be
          specified by the Committee at the time of grant.  The exercise  period
          for an  incentive  stock  option and any related  SAR,  including  any
          extension  which the  Committee may from time to time decide to grant,
          shall not exceed ten years from the date of grant; provided,  however,
          that, in the case of an incentive  stock option granted to an Eligible
          Employee who, at the time of grant, owns stock possessing more than 10
          percent of the total combined  voting power of all classes of stock of
          the Company (a "Ten  Percent  Stockholder"),  such  period,  including
          extensions, shall not exceed five years from the date of grant.

     (c)  The Option or SAR price per share shall be determined by the Committee
          at the time any Option is granted  and shall be not less than the Fair
          Market Value,  or, in the case of an incentive stock option granted to
          a Ten Percent  Stockholder and any related tandem SARS, 110 percent of
          the Fair Market Value,  disregarding  any  restrictions in the case of
          Restricted Stock or Deferred Stock, on the date the Option is granted,
          as determined by the  Committee;  provided,  however,  that such price
          shall be at least equal to the par value of one share of Stock.


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     (d)  No part of any Option or SAR may be  exercised  until (i) the Eligible
          Employee  who has been  granted the Award  shall have  remained in the
          employ of a Participating  Company for such period,  if any, after the
          date on which the Option or SAR is granted,  and (ii)  achievement  of
          such performance or other criteria,  if any, by the Eligible Employee,
          as the  Committee may specify,  and the Committee may further  require
          that an Option or SAR become  exercisable in  installments;  provided,
          however,   the  period  during  which  a  SAR  or  related  Option  is
          exercisable  shall  commence no earlier than six months  following the
          date the Option or SAR is granted.

     (e)  Except as otherwise  provided in the Plan,  the purchase  price of the
          shares as to which an Option shall be  exercised  shall be paid to the
          Company  at the  time of  exercise  either  in  cash or in such  other
          consideration as the Committee deems appropriate, including, Stock, or
          with respect to  nonqualified  options,  Restricted  Stock or Deferred
          Stock,  already owned by the optionee  (subject to any minimum holding
          period specified by the Committee),  having a total Fair Market Value,
          as  determined by the  Committee,  equal to the purchase  price,  or a
          combination of cash and such other  consideration  having a total Fair
          Market Value, as so determined, equal to the purchase price; provided,
          however,  that if payment of the exercise price is made in whole or in
          part in the form of  Restricted  Stock or  Deferred  Stock,  the Stock
          received upon the exercise of the Option shall be Restricted  Stock or
          Deferred  Stock, as the case may be, at least with respect to the same
          number  of  shares  and  subject  to the  same  restrictions  or other
          limitations  as the  Restricted  Stock or  Deferred  Stock paid on the
          exercise of the Option.  The  Committee  may provide  that an Eligible
          Employee who pays the exercise price of an Option,  or the withholding
          taxes  related  to an Option  Exercise,  with  shares of Stock,  shall
          receive a  replacement  Option to purchase a number of shares of Stock
          equal to the number of shares so paid to the Company.  The replacement
          Option shall have an exercise  price equal to the Fair Market Value on
          the date of such  payment  and  shall  include  such  other  terms and
          conditions as the Committee may specify.

     (f)  (i) If an Eligible Employee who has been granted an Option or SAR dies
          (A) while an employee of any Participating Company or (B) within three
          months  after   termination  of  his  or  her   employment   with  all
          Participating Companies because of his or her Total Disability, his or
          her Options or SARs may be exercised,  to the extent that the Eligible
          Employee  shall have been  entitled to do so on the date of his or her
          death or such  termination of employment,  by the person or persons to
          whom the  Eligible  Employee's  rights under the Option or SAR pass by
          will, or if no such person has such right,  by his or her executors or
          administrators,  at any  time,  or from  time to time,  within  twelve
          months after the date of the Eligible  Employee's death or within such
          other  period,  and  subject  to  such  terms  and  conditions  as the
          Committee  may  specify,  but  not  later  than  the  expiration  date
          specified in Section 5(b) above.


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          (ii)  If the  Eligible  Employee's  employment  by  any  Participating
          Company  terminates  because of his or her Total  Disability  and such
          Eligible  Employee has not died within the following three months,  he
          or she may exercise his or her Options and SARs, to the extent that he
          or  she  shall  have  been  entitled  to do  so at  the  date  of  the
          termination  or his or her  employment,  at any time,  or from time to
          time, within twelve months after the date of the termination of his or
          her employment or within such other period,  and subject to such terms
          and  ocnditions as the  Committee may specify,  but not later than the
          expiration date specified in Section 5 (b) above.

          (iii) If the Eligible Employee's  employment  terminates for any other
          reason,  he or she  may  exercise  his or her  Options  or SARs to the
          extent that eh or she shall have been entitled to do so at the date of
          the  termination of his or her employment or within such other period,
          and subject to such terms and conditions as the Committee may specify,
          but not later than the  expiration  date  specified  in  Section  5(b)
          above.


     (g)  No Option or SAR granted  under the Plan shall be  transferable  other
          than by will or by the laws of descent  and  distribution.  During the
          lifetime of the optionee,  an Option shall be exercisable  only by him
          or her by his or her guardian or legal representative.

     (h)  With respect to an incentive stock option, the Committee shall specify
          such  terms  and  provisions  as the  Committee  may  determine  to be
          necessary or desirable in order to qualify such Option as an incentive
          stock option within the meaning of Section 422 of the Code.

     (i)  Upon exercise of a SAR, the Participant shall be entitled,  subject to
          such terms and conditions as the Committee may specify at any time, to
          receive  upon  exercise  thereof all or a portion of the excess of (i)
          the Fair Market Value of a specified  number of shares of Stock at the
          time  of  exercise,  as  determined  by  the  Committee,  over  (ii) a
          specified  amount which shall not,  subject to Section  5(j),  be less
          than the Fair Market Value of such specified number of shares of Stock
          at the time the SAR is granted.  Upon  exercise  of a SAR,  payment of
          such excess shall be made as the Committee  shall specify (A) in cash,
          (B) through the issuance or transfer to the Eligible Employee of whole
          shares of Stock,  including Restricted Stock or Deferred Stock, with a
          Fair  Market  Value,  disregarding  any  restrictions  in the  case of
          Restricted  Stock or  Deferred  Stock,  at such time equal to any such
          excess,  or (C) a  combination  of cash and  shares  of  Stock  with a
          combined  fair market value at such time equal to such excess,  all as
          determined by the Committee;  provided, however, a fractional share of
          Stock  shall be paid in cash  equal to the  Fair  Market  Value of the
          fractional  share of Stock,  disregarding any restrictions in the case
          of Restricted Stock or Deferred Stock, at such time.


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     (j)  If the Award  granted to an  Eligible  Employee  allows  the  Eligible
          Employee  to elect to  cancel  all or any  portion  of an  unexercised
          Option by exercising a related SAR, then the Option price per share of
          Stock  shall  be used as the  specified  price  in  Section  5(i),  to
          determine the value of the SAR upon such  exercise;  and, in the event
          of the exercise of such SAR, the  Company's  obligation  in respect of
          such Option or such portion  thereof will be  discharged by payment of
          the SAR so exercised.

     If  authorized  by the  Committee in its sole  discretion,  the Company may
accept the surrender of the right to exercise any Option  granted under the Plan
(whether  or not granted  with a related  SAR) as to all or any of the shares of
Stock as to which the Option is then exercisable, in exchange for payment to the
optionee (in cash or shares of Stock valued at the then Fair Market Value) of an
amount not to exceed the  difference  between the option price and the then Fair
Market Value of the shares as to which such right to exercise is surrendered.


SECTION 6.  Performance Shares

     (a)  The Committee shall determine a performance  period (the  "Performance
          Period")  of one ore more years and shall  determine  the  performance
          objectives for grants of Performance  Shares.  Performance  objectives
          may vary from  Eligible  Employee  to  Eligible  Employee  and between
          groups of Eligible Employees, and shall be based upon such performance
          criteria  or   combination  of  factors  as  the  Committee  may  deem
          appropriate:   Performance   objectives  may  be  in  respect  to  the
          performance  of the  Company  and  its  subsidiaries  or a  particular
          subsidiary  or division and may be  expressed in absolute  terms or in
          relation  to another  company  or  companies  or a  division  thereof.
          Performance Periods may overlap and Eligible Employees may participate
          simultaneously  with respect to Performance Shares for which different
          Performance Periods are prescribed.

     (b)  At  the  beginning  of  a  Performance  Period,  the  Committee  shall
          determine for each Eligible Employee  Participant or group of Eligible
          Employees with respect to that Performance  Period the range of dollar
          values, if any, which may be fixed or may vary in accordance with such
          performance or other criteria specified by the Committee,  which shall
          be paid to an Eligible Employee as an Award if the relevant measure of
          Company performance for the Performance Period is met.

     (c)  If during  the  course  of a  Performance  Period  there  shall  occur
          significant events as determined by the Committee,  including, but not
          limited  to, a  reorganization  of the  Company,  which the  Committee
          expects to have a substantial effect on a performance objective during
          such period, the Committee may revise such objective.


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     (d)  If an Eligible  Employee  terminates  service  with all  Participating
          Companies  during  a  Performance   Period  because  of  death,  Total
          Disability,  or a significant  event,  as determined by the Committee,
          that Eligible  Employee  shall be entitled to payment in settlement of
          each Performance Share for which the Performance Period was prescribed
          (i) based upon the performance objectives satisfied at the end of such
          period and (ii)  prorated  for the portion of the  Performance  Period
          during which the Eligible  Employee was employed by any  Participating
          Company;  provided,  however, the Committee may provide for an earlier
          payment in  settlement  of such  Performance  Share in such amount and
          under such terms and conditions as the Committee deems  appropriate or
          desirable  with the consent of the Eligible  Employee.  If an Eligible
          Employee terminates service with all Participating  Companies during a
          Performance  Period for any other reason,  then such Eligible Employee
          shall not be entitled to any payment with respect to that  Performance
          Period unless the Committee shall otherwise determine.

     (e)  Each Performance Share may be paid in whole shares of Stock, including
          Restricted   Stock  or  Deferred   Stock   (together   with  any  cash
          representing fractional shares of Stock), or cash, or a combination of
          Stock and cash either as a lump sum payment or in annual installments,
          all as the  Committee  shall  determine,  at the  time of grant of the
          Performance  Share or  otherwise,  commencing  as soon as  practicable
          after the end of the relevant Performance Period.


SECTION 7.  Restricted Stock

     (a)  Restricted Stock may be received by an Eligible  Employee either as an
          Award  or as the  result  of an  exercise  of an  Option  or SAR or as
          payment for a Performance Share.  Restricted Stock shall be subject to
          a restriction period (after which restrictions shall lapse)which shall
          mean a period  commencing  on the date the Award is granted and ending
          on such  date or upon the  achievement  of such  performance  or other
          criteria as the Committee shall determine (the "Restriction  Period").
          The   Committee  may  provide  for  the  lapse  of   restrictions   in
          installments where deemed appropriate.

     (b)  Except  as  otherwise  provided  in  this  Section  7,  no  shares  of
          Restricted  Stock  received  by an  Eligible  Employee  shall be sold,
          exchanged, transferred, pledged, hypothecated or otherwise disposed of
          during the  Restriction  Period;  provided,  however,  the Restriction
          Period for any Eligible  Employee shall expire and all restrictions on
          shares of  Restricted  Stock shall lapse upon the Eligible  Employee's
          death, Total Disability or retirement on or after age 65 or an earlier
          age with the consent of the Company,  or upon some significant  event,
          as  determined  by the  Committee,  including,  but not  limited to, a
          reorganization of the Company.

     (c)  If an Eligible Employee  terminates  employment with all Participating
          Companies  for any reason  before the  expiration  of the  Restriction
          Period,  all shares of Restricted  Stock still subject to  restriction
          shall, unless the Committee otherwise determines,  be forfeited by the
          Eligible Employee and shall be reacquired by the Company,  and, in the
          case of Restricted Stock purchased  through the exercise of an Option,
          the Company  shall refund the  purchase  price paid on the exercise of
          the Option.


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     (d)  The Committee may require under such terms and  conditions as it deems
          appropriate or desirable that the  certificates  for Restricted  Stock
          delivered  under  the Plan may be held in  custody  by a bank or other
          institution,  or that the  Company  may  itself  hold  such  shares in
          custody until the  Restriction  Period  expires or until  restrictions
          thereon otherwise lapse, and may require as a condition of any receipt
          of Restricted Stock that the Eligible  Employee shall have delivered a
          stock power endorsed in blank relating to the Restricted Stock.

     (e)  Nothing in this  Section 7 shall  preclude an Eligible  Employee  from
          exchanging any shares of Restricted  Stock subject to the restrictions
          contained  herein  for any other  shares of Stock  that are  similarly
          restricted.


SECTION 8. Deferred Stock

     (a)  Deferred  Stock may be credited to an Eligible  Employee  either as an
          Award  or as the  result  of an  exercise  of an  Option  or SAR or as
          payment for a -Performance Share. Deferred Stock shall be subject to a
          deferral  period which shall mean a period  commencing on the date the
          Award is granted  and ending on such date or upon the  achievement  of
          such  performance  or criteria as the Committee  shall  determine (the
          "Deferral  Period").  The Committee may provide for the  expiration of
          the Deferral Period in installments where deemed appropriate.

     (b)  Except as  otherwise  provided in this  Section 8, no  Deferred  Stock
          credited  to  an   Eligible   Employee   shall  be  sold,   exchanged,
          transferred, pledged, hypothecated or otherwise disposed of during the
          Deferral;  provided,  however,  the  Deferral  Period for any Eligible
          Employee  shall  expire  upon the  Eligible  Employee's  death,  Total
          Disability or retirement on or after age 65 or an earlier age with the
          consent of the Company,  or upon some significant event, as determined
          by the Committee,  including,  but not limited to, a reorganization of
          the Company.

     (c)  At the expiration of the Deferral Period,  the Eligible Employee shall
          be  entitled to receive a  certificate  pursuant to Section 10 for the
          number of shares of Stock  equal to the  number of shares of  Deferred
          Stock  credited on his or her behalf.  Amounts  equal to any dividends
          declared  during the  Deferral  Period  with  respect to the number of
          shares of Deferred  Stock  credited to an Eligible  Employee  shall be
          paid to such Eligible  Employee within 30 days after each dividend was
          declared  unless,  at the time of the Award the  Committee  determined
          that such  dividends  should be  reinvested  in  additional  shares of
          Deferred  Stock,  in which case  additional  shares of Deferred  Stock
          shall be credited to the Eligible  Employee  based on the Stock's Fair
          Market at the time of each such dividend.


                                      -10-
<PAGE>

     (d)  If an Eligible Employee  terminates  employment with all Participating
          Companies  for any reason other before the  expiration of the Deferral
          Period,  all shares of  Deferred  Stock  shall,  unless the  Committee
          otherwise determines,  be forfeited by the Eligible Employee,  and, in
          the case of  Deferred  Stock  purchased  through  the  exercise  of an
          Option,  the  Company  shall  refund  the  purchase  price paid on the
          exercise of the Option.


SECTION 9. Other Stock-Based Awards

     The Committee  may grant other Awards under the Plan which are  denominated
in stock units or pursuant to which shares of Stock may be  acquired,  including
Awards valued using measures other than market value, if deemed by the Committee
in its discretion to be consistent with the purposes of the Plan. Subject to the
terms of the Plan, the Committee  shall  determine the form of such Awards,  the
number of shares of Stock to be granted or covered  pursuant  to such Awards and
all other terms and conditions of such Awards.


SECTION 10.  Certificates for Awards of Stock

     (a)  Subject to Section 7(d),  each Eligible  Employee  entitled to receive
          shares of Stock under the Plan shall be issued a certificate  for such
          shares.  Such  certificate  shall  be  registered  in the  name of the
          Eligible  Employee,  and shall bear an appropriate legend reciting the
          terms, conditions and restrictions,  if any, applicable to such shares
          and shall be subject to appropriate stop-transfer orders.

     (b)  The  Company  shall not be  required to issue or deliver any shares or
          certificates  for  shares of Stock  prior to (i) the  listing  of such
          shares on any stock  exchange or  quotation  system on which the Stock
          may  then  be  listed  or  quoted,  and  (ii)  the  completion  of any
          registration,  qualification, approval or authorization of such shares
          under  any  federal  or state  law,  or any  ruling or  regulation  or
          approval or authorization  of such shares under any governmental  body
          which the  Company  shall,  in its sole  discretion,  determine  to be
          necessary or advisable.

     (c)  All shares and  certificates  for shares of Stock  delivered under the
          Plan  shall also be  subject  to such  stop-transfer  orders and other
          restrictions  as the  Committee  may deem  advisable  under the rules,
          regulations,  and other  requirements  of the  Securities and Exchange
          Commission, any stock exchange upon which the Stock is then listed and
          any applicable federal or state securities laws, and the Committee may
          cause a legend or  legends  to be placed on any such  certificates  to
          make  appropriate  reference  to  such  restrictions.   The  foregoing
          provisions  of this Section 10(c) shall not be effective if and to the
          extent that the shares of Stock  delivered  under the Plan are covered
          by  an  effective  and  current   registration   statement  under  the
          Securities Act of 1933, or if and so long as the Committee  determines
          that   application  of  such  provisions  is  no  longer  required  or
          desirable.  In making such determination,  the Committee may rely upon
          an opinion of counsel for the Company.


                                      -11-
<PAGE>

     (d)  Except for the  restrictions  on  Restricted  Stock or Deferred  Stock
          under  Sections 7 and 8, each Eligible  Employee who receives an award
          of Stock shall have all of the rights of a shareholder with respect to
          such  shares,  including  the  right to vote the  shares  and  receive
          dividends and other  distributions.  No Eligible  Employee  awarded an
          Option,  a SAR, or Performance  Share or Deferred Stock shall have any
          right as a  shareholder  with  respect to any  shares  subject to such
          Award prior to the date of issuance  to him or her of  certificate  or
          certificates for such shares.


SECTION 11.  Beneficiary

     (a)  Each  Eligible  Employee  shall  file  with the  Committee  a  written
          designation  of one or more  persons as the  Beneficiary  who shall be
          entitled to receive the Award, if any, payable under the Plan upon his
          or her death.  An  Eligible  Employee  may from time to time revoke or
          change his or her Beneficiary  designation  without the consent of any
          prior Beneficiary by filing a new designation with the Committee.  The
          last such designation  received by the Committee shall be controlling;
          provided,  however,  that no  designation,  or  change  or  revocation
          thereof,  shall be effective unless received by the Committee prior to
          the Eligible  Employee's  death, and in no event shall it be effective
          as of a date prior to such receipt.

     (b)  If no such  Beneficiary  designation  is in  effect  at the time of an
          Employee's  death,  or  if  no  designated  Beneficiary  survives  the
          Eligible  Employee  or if such  designation  conflicts  with law,  the
          Eligible  Employee's estate shall be entitled to receive the Award, if
          any, payable under the Plan upon his or her death. If the Committee is
          in doubt as to the right of any  person to  receive  such  Award,  the
          Company may retain  such Award,  without  liability  for any  interest
          thereon,  until the Committee  determines  the right  thereto,  or the
          Company may pay such Award into any court of appropriate  jurisdiction
          and such payment shall be a complete discharge of the liability of the
          Company therefor.


SECTION 12.  Administration of the Plan

     (a)  The Plan shall be administered  by the Committee,  as appointed by the
          Board  and  serving  at  the  Board's  pleasure.  Each  member  of the
          Committee  shall be both a,  member of the Board and a  "disinterested
          person" within the meaning of Rule 16b-3 under the Securities Exchange
          Act of 1934 or any successor rule or regulation.


                                      -12-
<PAGE>

     (b)  All  decisions,  determinations  or actions of the  Committee  made or
          taken pursuant to grants of authority  under the Plan shall be made or
          taken in the sole  discretion  of the  Committee  and  shall be final,
          conclusive and binding on all persons for all purposes.

     (c)  The  Committee  shall have full power,  discretion  and  authority  to
          interpret,  construe and  administer the Plan and any part thereof and
          any related Award  agreement and define the terms employed in the Plan
          or any agreement,  and its interpretations  and constructions  thereof
          and actions taken thereunder shall be, except as otherwise  determined
          by the Board,  final,  conclusive  and  binding on all persons for all
          purposes.

     (d)  The  Committee  shall have full power,  discretion  and  authority  to
          prescribe  and  rescind  rules,   regulations  and  policies  for  the
          administration of the Plan.

     (e)  The Committee's  decisions and determinations  under the Plan and with
          respect to any Award granted thereunder need not be uniform and may be
          made  selectively  among  Eligible  Employees,  whether  or  not  such
          Eligible Employees are similarly situated.

     (f)  The Committee  shall keep minutes of its actions  under the Plan.  The
          act of a majority of the members  present at a meeting duly called and
          held shall be the act of the Committee.  Any decision or determination
          reduced to writing and signed by all members of the Committee shall be
          fully as  effective  as if made by  unanimous  vote at a meeting  duly
          called and held.

     (g)  The  Committee  may  employ  such  legal  counsel,  including  without
          limitation independent legal counsel and counsel regularly employed by
          the  Company,  consultants  and  agents  as  the  Committee  may  deem
          appropriate for the  administration  of the Plan and may rely upon any
          opinion   received  from  any  such  counsel  or  consultant  and  any
          computations  received from any such consultant or agent. All expenses
          incurred by the Committee in interpreting and  administering the Plan,
          including   without   limitation,   meeting   fees  and  expenses  and
          professional fees, shall be paid by the Company.

     (h)  No member or former  member  of the  Committee  or the Board  shall be
          liable for any action or determination made in good faith with respect
          to the Plan or any  Award  granted  under  it.  Each  member or former
          member of the  Committee  or the Board shall be  indemnified  and held
          harmless by the Company against all cost or expense (including counsel
          fees and expenses) or liability  (including any sum paid in settlement
          of a claim with the  approval of the Board)  arising out of any act or
          omission to act in connection with the Plan unless arising out of such
          member's   or  former   member's   own  fraud  or  bad   faith.   Such
          indemnification  shall be in addition to any rights to indemnification
          or  insurance  the members or former  member may have as  directors or
          under the by-laws of the Company or otherwise.

                                      -13-
<PAGE>

SECTION 13.  Amendment or Discontinuance

     The Board may, at any time,  amend or terminate the Plan. The Plan may also
be amended by the Committee, provided that all such amendments shall be reported
to  the  Board.  No  amendments   shall  become  effective  unless  approved  by
affirmative vote of the Company's  stockholders if such approval is necessary or
desirable  for the  continued  validity  of the Plan or if the failure to obtain
such approval would adversely  affect the compliance of the Plan with Rule 16b-3
or any  successor  rule under the  Securities  Exchange Act of 1934 or any other
rule or regulation.  No amendment or termination  shall,  when taken as a whole,
adversely  and  materially  affect the rights of any  recipient  of a previously
granted award without his or her consent  unless the amendment or termination is
necessary or desirable for the continued  validity of the Plan or its compliance
with Rule 16b-3 or any successor rule under the Securities  Exchange Act of 1934
or any other rule or regulation.


SECTION 14.  Adjustments in Event of Change in Common Stock

     In  the  event  of  any  recapitalization,  reclassification,  split-up  or
consolidation of shares of Stock, merger or consolidation of the Company or sale
by the  Company of all or a portion of its  assets,  or other  event which could
distort the implementation of the Plan or the realization of its objectives, the
Committee  may make  such  appropriate  adjustments  in the  number  and kind of
securities  which may be issued  pursuant  to Awards  under the Plan,  including
Awards then outstanding, or the terms, conditions ore restrictions on securities
or Awards as the Committee deems equitable.


SECTION 15.  Miscellaneous

     (a)  Nothing in this Plan or any Award granted  hereunder shall confer upon
          any employee any right to continue in the employ of any  Participating
          Company or  interfere  in any way with the right of any  Participating
          Company to terminate his or her employment at any time.

     (b)  No Award payable under the Plan shall be deemed salary or compensation
          for the purpose of computing  benefits under any employee benefit plan
          or other arrangement of any  Participating  Company for the benefit of
          its employees unless the Company shall determine otherwise.

     (c)  No  Eligible  Employee  shall  have any claim to an Award  until it is
          actually  granted  under  the  Plan.  To the  extent  that any  person
          acquires a right to receive payments from the Company under this Plan,
          such right shall be no greater than the right of an unsecured  general
          creditor of the Company. All payments of Awards provided for under the
          Plan shall be paid by the Company either by issuing shares of Stock or
          by  delivering  cash from the  general  funds of the  Company or other
          property of the Company;  provided,  however, that such payments shall
          be reduced by the amount of any payments  made to the  participant  or
          his or her  dependents,  beneficiaries  or  estate  from any  trust or
          special or separate fund established in connection with this Plan. The
          Company  shall not be required to establish a special or separate fund
          or other  segregation of assets to assure such  payments,  and, if the
          Company  shall  make  any   investments  to  aid  it  in  meeting  its
          obligations hereunder,  the participant shall have no right, title, or
          interest  whatever  in  or to  any  such  investments  except  as  may
          otherwise  be  expressly  provided  in a separate  written  instrument
          relating to such investments.


                                      -14-
<PAGE>

     (d)  Absence on leave approved by a duly constituted officer of the Company
          shall not be considered  interruption or termination of employment for
          any  purposes  of the Plan;  provided,  however,  that no Award may be
          granted to an employee while he or she is absent on leave.

     (e)  If the  Committee  shall find that any  person to whom any  Award,  or
          portion  thereof,  is payable under the Plan is unable to care for his
          or her affairs because of illness or accident, or is a minor, then any
          payment due him or her (unless a prior claim therefor has been made by
          a duly  appointed  legal  representative)  may,  if the  Committee  so
          directs  the  Company,  be  paid  to his or her  spouse,  a  child,  a
          relative, an institution maintaining or having custody of such person,
          or any other person deemed by the  Committee to be a proper  recipient
          on behalf of such  person  otherwise  entitled  to  payment.  Any such
          payment shall be a complete  discharge of the liability of the Company
          therefor.

     (f)  The  right of any  Eligible  Employee  or other  person  to any  Award
          payable  under the Plan may not be assigned,  transferred,  pledged or
          encumbered,  either  voluntarily  or by  operation  of law,  except as
          provided  in  Section  11  with  respect  to  the   designation  of  a
          Beneficiary  or as may  otherwise be required by law. If, by reason of
          any attempted  assignment,  transfer,  pledge,  or  encumbrance or any
          bankruptcy or other event  happening at any time,  any amount  payable
          under the Plan would be made  subject to the debts or  liabilities  of
          the Eligible  Employee or his or her  Beneficiary  or would  otherwise
          devolve upon anyone else and not be enjoyed by the  Eligible  Employee
          or his or her  Beneficiary,  then the  Committee  may  terminate  such
          person's interest in any such payment and direct that the same be held
          and applied to or for the benefit of the Eligible Employee, his or her
          Beneficiary or any other persons  deemed to be the natural  objects of
          his or her bounty,  taking into  account the  expressed  wishes of the
          Eligible Employee (or, in the event of his or her death,  those of his
          or her Beneficiary) in such manner as the Committee may deem proper.

     (g)  Copies  of the  Plan  and all  amendments,  administrative  rules  and
          procedures and  interpretations  shall be made available for review to
          all  Eligible  Employees  at all  reasonable  times  at the  Company's
          administrative offices.


                                      -15-
<PAGE>

     (h)  The Committee  may cause to be made,  as a condition  precedent to the
          payment of any Award, or otherwise,  appropriate arrangements with the
          Eligible  Employee or his or her  Beneficiary,  for the withholding of
          any federal,  state,  local or foreign taxes. The Committee may in its
          discretion permit the payment of such withholding taxes by authorizing
          the Company to withhold shares of Stock to be issued, or by delivering
          to the  Company  shares of Stock  owned by the  Eligible  Employee  or
          Beneficiary,  in either case  having a Fair Market  Value equal to the
          amount of such taxes.

     (i)  The Plan and the grant of Awards  shall be subject  to all  applicable
          federal and state laws,  rules,  and regulations and to such approvals
          by any governmental or regulatory agency as may be required.

     (j)  All elections, designations, requests, notices, instructions and other
          communications from an Eligible Employee, Participant,  Beneficiary or
          other person to the Committee,  required or permitted  under the Plan,
          shall  be in  such  form  as is  prescribed  from  time to time by the
          Committee and shall be mailed by first class mail or delivered to such
          location as shall be specified by the Committee.

     (k)  The  terms  of the Plan  shall be  binding  upon the  Company  and its
          successors and assigns.

     (l)  Captions preceding the sections hereof are inserted solely as a matter
          of  convenience  and in no way  define or limit the scope or intent of
          any provision hereof.


SECTION 17.  Effective Date and Stockholder Approval

     The Effective Date of the Plan shall be June 22, 1990,  subject to approval
by the holders of a majority of the  Company's  common  stock at the 1990 Annual
Meeting.  No Awards will be granted  under the Plan after the  expiration of ten
years from the Effective Date.


                                      -16-