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                                  ABC-NACO INC.
                             1999 OMNIBUS STOCK PLAN

1.     General.  This  Omnibus  Stock  Plan  (the  "Plan")  provides  eligible
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employees ("Key Employees") of ABC-NACO Inc. (the "Company"), and members of its
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Board  of  Directors  (the  "Board")  who are not employed by the Company or any
Subsidiary Corporation ("Non-Employee Director") with the opportunity to acquire
or  expand their equity interest in the Company by making available for award or
purchase  shares  of  $0.01  par  value  common  stock  of  the Company ("Common
Shares"),  through  the  granting  of  options to purchase Common Shares ("Stock
Options"),  the  granting  of  Common Shares subject to temporal restrictions on
transfer  and  substantial  risks  of  forfeiture  ("Restricted Stock"), and the
granting  of  options  to  receive  payments based on the appreciation of Common
Shares ("SARs").  Stock Options, Restricted Stock and SARs shall be collectively
referred to herein as "Grants"; an individual grant of Stock Options, Restricted
Stock  or  SARs  shall  be  individually referred to herein as a "Grant".  It is
intended that Key Employees may be granted, simultaneously or from time to time,
Stock  Options  that  qualify  as  incentive  stock  options  ("Incentive  Stock
Options")  under  Section  422  of the Internal Revenue Code of 1986, as amended
(the  "Code") or Stock Options that do not so qualify.  No provision of the Plan
is  intended  or shall be construed to grant Key Employees alternative rights in
any  Incentive  Stock  Option granted under the Plan so as to prevent such Stock
Option  from  qualifying  under  Section  422  of  the  Code.

2.     Purpose  of  the  Plan.  The purpose of the Plan is to provide continuing
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incentives  to Key Employees of the Company and of any Subsidiary Corporation of
the Company and to Non-Employee Directors, by encouraging such Key Employees and
Non-Employee  Directors  to  acquire  new  or  additional share ownership in the
Company, thereby increasing their proprietary interest in the Company's business
and  enhancing  their  personal  interest  in  the  Company's  success.

     For  purposes of the Plan, a "Subsidiary Corporation" means any corporation
fifty  percent  (50%)  of  the stock of which is directly or indirectly owned or
controlled  by  the  Company.

3.     Effective  Date  of  the Plan.  The Plan, as amended and restated herein,
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shall  become  effective  upon  its  adoption  by the Board of Directors and its
subsequent approval by holders of a majority of the outstanding shares of voting
capital  stock  of the Company.  If the Plan, as amended and restated herein, is
not  so approved within twelve (12) months after the date the Plan is adopted by
the  Board,  it  shall continue in force and effect as constituted prior to this
amendment  and  restatement.  However,  if  the  Plan,  as  amended and restated
herein,  is  so approved, no further shareholder approval shall be required with
respect  to  the  making  of  Grants pursuant to the Plan, except as provided in
Section  13  hereof.

4.     Administration  of  the  Plan.  The  Plan  shall  be  administered by the
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Compensation  Committee  (the  "Committee")  of  the  Board.

     A majority of the Committee shall constitute a quorum.  The Committee shall
be  composed  of  not  fewer  than  two  Non-Employee Directors, all of whom are
"outside  directors"  for purposes of Section 162(m) of the Code and regulations
issued thereunder.  The acts of a majority of the members present at any meeting
at  which  a  quorum  is present (or acts unanimously approved in writing by the
members  of  the  Committee)  shall  constitute  binding  acts of the Committee.

     Subject  to  the  terms  and conditions of the Plan, the Committee shall be
authorized  and  empowered:

          (1)     To select the Key Employees and Non-Employee Directors to whom
                  Grants  may  be  made;

          (2)     To  determine the number of Common Shares to be covered by any
                  Grant;

          (3)    To prescribe the terms and conditions of any Grants made under
                 the  Plan, and  the  form(s)  and  agreement(s) used in
                 connection with such Grants, which  shall  include  agreements
                 governing  the  granting  of Restricted Stock,  Stock  Options
                 and/or  SARs;

          (4)     To  determine the time or times when Stock Options and/or SARs
                  will  be granted  and  when  they  will  terminate  in  whole
                  or in part;

          (5)     To  determine  the  time  or times when Stock Options and SARs
                  that  are granted  may  be  exercised;

          (6)     To  determine, at the time a Stock Option is granted under the
                  Plan, whether  such Option is an Incentive Stock Option
                  entitled to the benefits of  Section  422  of  the  Code;

          (7)     To  interpret  the  Plan and from time to time adopt any rules
                  and  regulations for  carrying  out  the  Plan  that  it  may
                  deem  advisable;

          (8)     To  establish  any other Stock Option agreement provisions not
                  inconsistent with  the  terms  and  conditions of the Plan or,
                  where the Stock Option  is  an Incentive  Stock Option, with
                  the terms and conditions of Section 422  of the  Code;  and

          (9)     To  determine  whether  SARs  will  be made part of any Grants
                  consisting  of Stock  Options,  and  to  approve  any SARs
                  made part of any such Grants pursuant  to  Section  9  hereof.


<PAGE>
5.     Key Employees and Non-Employee Directors Eligible for Grants.  Grants may
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be  made from time to time to those Key Employees of the Company or a Subsidiary
Corporation,  and  to  those  Non-Employee  Directors, who are designated by the
Committee  in its sole and exclusive discretion.  Key Employees may include, but
shall  not  necessarily  be limited to, members of the Board and officers of the
Company  and  any  Subsidiary  Corporation  along  with  any  other  party whose
relationship  with the Company is such that the Committee shall deem such person
a  Key  Employee;  however, Stock Options intended to qualify as Incentive Stock
Options  shall  only  be granted to Key Employees while actually employed by the
Company  or  a  Subsidiary Corporation.  The Board may grant more than one Stock
Option, with or without SARs, to the same Key Employee or Non-Employee Director.
No  Stock  Option  shall be granted to any Key Employee or Non-Employee Director
during  any period of time when such Key Employee or Non-Employee Director is on
a  leave  of  absence.

6.     Shares  Subject  to  the  Plan.  The  shares to be issued pursuant to any
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Grant  made under the Plan shall be Common Shares.  Either Common Shares held as
treasury  stock,  or  authorized  and unissued Common Shares, or both, may be so
issued,  in  such amount or amounts within the maximum limits of the Plan as the
Committee  shall from time to time determine.  In the event an SAR is granted in
tandem  with  a  Stock  Option  pursuant to Section 9 and such SAR is thereafter
exercised in whole or in part, such Stock Option or the portion thereof to which
the  duly  exercised  SAR  relates  shall  be  deemed to have been exercised for
purposes  of  such  Stock Option, but may be made available for reoffering under
the  Plan  to  any  eligible  employee.

     The  total number of Common Shares that may be subject to Grants (excluding
Incentive  Stock  Options) shall be the aggregate of (A) ______ percent (__%) of
the  number of issued and outstanding Common Shares as of __________, 1999, plus
(B)  _________  percent (__%) of any increase (other than any increase due to an
adjustment  under  the  next  following  paragraph)  in the number of issued and
outstanding  Common  Shares  in  excess  of the number of issued and outstanding
Common  Shares  as  of  ____________,  1999.  Notwithstanding the foregoing, the
total  of  Common  Shares  that may subject to Incentive Stock Options under the
Plan shall be ______________ (_____) Common Shares.  Such total number of Common
Shares shall be adjusted in accordance with the provisions of the next following
paragraph  and  a Common Share subject to a Stock Option and a related SAR shall
only  be counted once.  In the event that (a) any Stock Option granted under the
Plan  expires  unexercised or is terminated, surrendered or canceled (other than
in  connection  with  the  exercise of a related SAR) without being exercised in
whole in part for any reason, (b) any SAR not granted in connection with a Stock
Option  expires  unexercised  or  is terminated, surrendered or canceled without
being  exercised  in whole or in part for any reason or (c) any Restricted Stock
granted  under  the  Plan  is  forfeited  to  the Company in connection with the
violation of any restrictions imposed upon such Restricted Stock pursuant to the
Plan, then the number of Common Shares therefore subject to such Stock Option or
SAR,  or  constituting  such  Restricted  Stock, or the unexercised, terminated,
surrendered,  forfeited,  canceled or reacquired portion thereof, shall be added
to the remaining number of Common Shares that may be subject to Grants under the
Plan.  Such  Grants  may include Grants to former holders of such Stock Options,
SARs  or Restricted Stock and, subject to the terms of the Plan may be upon such
terms  and  conditions as the Committee shall determine, which terms may be more
or less favorable than those applicable to such former holders of Stock Options,
SARs  or  Restricted  Stock.  The  total number of Common Shares with respect to
which  Stock  Options  or SARs, or any combination thereof, may be granted under
the  Plan  to  any  Key Employee or Non-Employee Director during any twelve (12)
month  period  shall  not  exceed  _____________  (____)  Common  Shares.

<PAGE>
     If,  at  any  time  subsequent  to  the date of adoption of the Plan by the
Board,  the  number of Common Shares are increased or decreased, or changed into
or  exchanged  for  a  different  number  or  kind  of  shares of stock or other
securities  of  the  Company or of another corporation (whether as a result of a
stock  split,  stock  dividend,  combination or exchange of shares, exchange for
other  securities,  reclassification,  reorganization,  redesignation,  merger,
consolidation,  recapitalization or otherwise): (i) there shall automatically be
substituted  for each Common Share subject to an unexercised Stock Option or SAR
(in  whole  or in part) granted under the Plan, the number and kind of shares of
stock  or  other  securities  into  which each outstanding Common Share shall be
changed  or for which each such Common Share shall be exchanged; (ii) the option
price  per  Common  Share  or unit of securities shall be increased or decreased
proportionately  so that the aggregate purchase price for the securities subject
to  a  Stock  Option  or  SAR shall remain the same as immediately prior to such
event;  and  (iii) any outstanding Restricted Stock that is converted, exchanged
or otherwise changed into a different number or kind of stock or security, shall
continue  to  be  subject  to  any  and  all  terms, conditions and restrictions
originally  applicable  to such Restricted Stock.  In addition to the foregoing,
the  Board  shall  be  entitled  in  the event of any such increase, decrease or
exchange of Common Shares to make other adjustments to the securities subject to
a  Stock  Option or SAR, to the provisions of the Plan, and to any related Stock
Option  or  SAR  agreements  (including  adjustments  which  may provide for the
elimination  of  fractional  shares),  where necessary to preserve the terms and
conditions  of  any  Grants  hereunder.

7.     Stock  Option  Provisions.
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     (1)     General.  The  Board  may grant to Key Employees Stock Options that
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either  qualify  as  Incentive Stock Options under Section 422 of the Code or do
not  so qualify, and may grant to Non-Employee Directors only Stock Options that
do  not  qualify as Incentive Stock Options.  However, any Stock Option which is
an Incentive Stock Option shall only be granted within 10 years from the earlier
of  (i)  the date the Plan is adopted by the Board, or (ii) the date the Plan is
approved  by  the  shareholders  of  the  Company.


<PAGE>
     (2)     Stock Option Price.  The option price per Common Share which may be
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purchased under a Stock Option granted under the Plan shall be determined by the
Board  at  the  time  of  Grant,  but shall not be less than one hundred percent
(100%)  of  the  Fair  Market Value of a Common Share, determined as of the date
such  Stock  Option  is granted; however, if a Key Employee to whom an Incentive
Stock  Option  is  granted  is, at the time of the grant of such Incentive Stock
Option,  an  "owner,"  as  defined in Section 422(b)(6) of the Code (modified as
provided  in  Section  424(d) of the Code) of more than ten percent (10%) of the
total  combined  voting  power  of  all  classes  of stock of the Company or any
Subsidiary  Corporation  (a  "Substantial  Shareholder"),  the  option price per
Common  Share  of such Incentive Stock Option, as determined by the Board, shall
not  be  less  than one hundred ten percent (110%) of the Fair Market Value of a
Common  Share  on  the  date  such  Incentive Stock Option is granted.  The Fair
Market  value  of  a  Common Share shall be the average of the closing price for
Common  Shares  as  reported  on  the  NASDAQ  Stock  Market for the twenty (20)
business  days  ending  on  the  third  (3) business day preceding the date with
respect to which such Common Shares are being valued, for which trades on Common
Shares  were  reported  on  the  NASDAQ  Stock  Market.  If no trades occur on a
certain  day,  the  closing  price  for  the last preceding day on which trading
occurred  will  be used as closing price for that day.  If Common Shares are not
readily  tradable  on an established securities market, the Fair Market Value of
Common  Shares  shall  be  determined  in  accordance  with  procedures  to  be
established  by the Board.  The day on which the Committee approves the granting
of  a  Stock  Option  shall be considered the date on which such Stock Option is
granted.

     (3)     Period  of  Stock  Option.  The Committee shall determine when each
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Stock  Option is to expire.  However, no Stock Option shall be exercisable for a
period of more than ten (10) years from the date upon which such Stock Option is
granted.  Further,  no Incentive Stock Option granted to a Key Employee who is a
Substantial  Shareholder at the time of the grant of such Incentive Stock Option
shall be exercisable after the expiration of (5) years from the date of grant of
such  Incentive  Stock  Option.

     (4)     Limitation of Exercise and Transfer of Stock Options.  Only the Key
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Employee or Non-Employee Director to whom a Stock Option is granted may exercise
such  Stock  Option,  except  where a guardian or other legal representative has
been duly appointed for such person, except as otherwise provided in the case of
such person's death.  No Stock Option granted hereunder shall be transferable by
a  Key  Employee  or  Non-Employee  Director  other  than by will or the laws of
descent  and  distribution.  No Stock Option granted hereunder may be pledged or
hypothecated,  nor  shall  any  such  Stock  Option  be  subject  to  execution,
attachment or similar process.  Notwithstanding the preceding provisions of this
paragraph,  a  Key  Employee  or  Non-Employee Director at any time prior to his
death  may  assign all or any portion of a Stock Option (other than an Incentive
Stock  Option)  to  (i)  his spouse or lineal descendants, (ii) the trustee of a
trust  for  the  primary  benefit  of  his spouse or lineal descendants, (iii) a
partnership of which his spouse and lineal descendants are the only partners, or
(iv)  a  tax-exempt  organization as described in Section 501(c)(3) of the Code.
In such event the spouse, lineal descendants, trustee, partnership or tax-exempt
organization  will  be  entitled  to  all  of  the rights of the Key Employee or
Non-Employee  Director with respect to the assigned portion of such Stock Option
and  such  portion of the Stock Option will continue to be subject to all of the
terms,  conditions  and restrictions applicable to the Stock Option as set forth
herein  and  in  any  related  Stock  Option  agreement immediately prior to the
effective date of the assignment.  Any such assignment will be permitted only if
(i) the Key Employee or Non-Employee Director does not receive any consideration
therefore,  and (ii) the assignment is expressly approved by the Committee.  Any
such  assignment  shall be evidenced by an appropriate written document executed
by  the  Key  Employee  or  Non-Employee  Director,  and a copy thereof shall be
delivered  to the Committee on or prior to the effective date of the assignment.
This  paragraph  shall  apply to all Stock Options granted under the Plan at any
time  (other  than  Incentive  Stock  Options).


<PAGE>
     (5)     Employment,  Holding  Period Requirements For Certain Options.  The
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Committee  may  condition  any Stock Option granted hereunder upon the continued
employment of the Key Employee by the Company or by a Subsidiary Corporation, or
upon  the continued service of a Non-Employee Director as a member of the Board,
and  may  make  any  such  Stock  Option  immediately exercisable.  However, the
Committee  will  require that, from and after the date of grant of any Incentive
Stock Option to a Key Employee hereunder until the day three (3) months prior to
the  date such Incentive Stock Option is exercised, such Key Employee must be an
employee  of  the  Company or of a Subsidiary Corporation, but always subject to
the  right  of  the Company or any such Subsidiary Corporation to terminate such
Key Employee's employment during such period. Each Stock Option shall be subject
to  such  additional restrictions as to the time and method of exercise as shall
be prescribed by the Committee.  Upon completion of such requirements, if any, a
Stock  Option or the appropriate portion thereof may be exercised in whole or in
part from time to time during the option period, however, such exercise right(s)
shall  be  limited  to  whole  shares.

     (6)     Payment  of  Stock Option Price.  A Stock Option shall be exercised
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by  a Key Employee or Non-Employee Director giving written notice to the Company
of his intention to exercise the same, accompanied by full payment of the option
price.  Such  option  price  shall  be  paid (i) with cash or check, (ii) with a
surrender  of  Common  Shares having a Fair Market Value on the date of exercise
equal to the option price, (iii) with cash received from a broker-dealer to whom
the  Key  Employee  or  Non-Employee  Director  has submitted an exercise notice
consisting  of  a  fully-endorsed  Stock  Option  (however, in the case of a Key
Employee  or  Non-Employee  Director  subject  to  Section  16 of the Securities
Exchange  Act of 1934, this payment option shall only be available to the extent
such  payment  procedures comply with Regulation T issued by the Federal Reserve
Bank),  (iv)  by  directing the Company to withhold such number of Common Shares
otherwise  issuable  upon exercise of such Stock Option having an aggregate Fair
Market  Value  on  the  date  of exercise equal to the option price, (v) by such
other  medium of payment as the Committee, in its discretion, shall authorize at
the  time  of  Grant,  or  (vi)  by  any combination of the foregoing methods of
payment.  In  lieu  of  a  separate  election governing each exercise of a Stock
Option,  a  Key  Employee or a Non-Employee Director may file a blanket election
with  the  Committee  which  shall  govern all future exercises of Stock Options
until  revoked  by the Key Employee or Non-Employee Director.  The Company shall
issue,  in  the  name  of  the  Key  Employee  or  Non-Employee  Director, stock
certificates representing the total number of Common Shares issuable pursuant to
the  exercise  of  any Stock Option as soon as reasonably practicable after such
exercise,  provided  that  any  Common  Shares purchased through a broker-dealer
pursuant  to  Clause  (iii)  above  shall  be delivered to such broker-dealer in
accordance with 12 C.F.R.  220.3(e)(4) or other applicable provision of law.  No
method shall cause any Stock Option granted under the Plan as an Incentive Stock
Option  to  not qualify under Section 422 of the Code, or cause any Common Share
issued  in connection with the exercise of a Stock Option not to be a fully paid
and  non-assessable  Common  Share.


<PAGE>
     (7)     Cancellation  and  Replacement of Stock Options and Related Rights.
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The  Committee  may  at  any  time  or  from  time  to time permit the voluntary
surrender  by  a  Key Employee or Non-Employee Director who is the holder of any
outstanding  Stock  Options  under the Plan, where such surrender is conditioned
upon  the  granting  to  such Key Employee or Non-Employee Director of new Stock
Options  for  such  number of Common Shares as the Board shall determine, or may
require  such a voluntary surrender as a condition precedent to the grant of new
Stock  Options.  The Board shall determine the terms and conditions of new Stock
Options, including the prices at and periods during which they may be exercised,
in  accordance  with  the provisions of the Plan, all or any of which may differ
from  the  terms  and conditions of the Stock Options surrendered.  Any such new
Stock  Options shall be subject to all the relevant provisions of the Plan.  The
granting  of  new  Stock Options in connection with the surrender of outstanding
Stock Options under the Plan shall be considered for the purposes of the Plan as
the  granting  of  new  Stock  Options  and  not  an  alteration,  amendment  or
modification  of  the  Plan  or  of  the  Stock  Options  being  surrendered.

          (8)     Limitation  on  Exercisable  Incentive  Stock  Options.  The
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aggregate  Fair  Market  Value  of  the  Common Shares first becoming subject to
exercise  as Incentive Stock Options by a Key Employee during any given calendar
year  shall not exceed the sum of One Hundred Thousand Dollars ($100,000).  Such
aggregate Fair Market Value shall be determined as of the date such Stock Option
is  granted,  taking  into  account,  in  the  order in which granted, any other
incentive  stock  options  granted  by the Company, or by a parent or subsidiary
thereof.

8.     Restricted  Stock.
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     (1)     Grant.  The  Committee  shall  determine  the  Key  Employees  and
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Non-Employee  Directors  to  whom,  and  the  time  or times at which, Grants of
Restricted  Stock  will  be made, the number of shares of Restricted Stock to be
granted,  the  price  (if  any) to be paid by such Key Employees or Non-Employee
Directors  (subject  to  Section  8(b)),  the  time  or  times within which such
Restricted  Stock  Grants  may be subject to forfeiture, and the other terms and
conditions  of  the  Grants in addition to those set forth in Section 8(b).  The
Committee  may  condition  the  Grant of Restricted Stock upon the attainment of
specified  performance goals or such other factors as the Board may determine in
its  sole  discretion.

     (2)     Terms  and  Conditions.  Restricted  Stock  granted  under the Plan
             ----------------------
shall  contain any terms and conditions, not inconsistent with the provisions of
the Plan, imposed by the Committee or the Board.  A Key Employee or Non-Employee
Director who receives a Grant of Restricted Stock shall not have any rights with
respect  to  such  Grant,  unless  and  until  such Key Employee or Non-Employee
Director  has  executed  an agreement evidencing such Grant in the form approved
from  time  to time by the Board, has delivered a fully executed copy thereof to
the Company, and has otherwise compiled with the applicable terms and conditions
of  such  Grant.  In  addition, Restricted Stock granted under the Plan shall be
subject  to  the  following  terms  and  conditions:

          (1)     The  purchase price for Common Shares consisting of Restricted
Stock,  if  any, will be equal to their Fair Market Value taking into account
all  the  circumstances  of such Grant including the restrictions contained
in  the  Agreement.

          (2)     Grants of Restricted Stock shall only be pursuant to a written
agreement and  paying  whatever  price  (if  any) is required under Section
8(b)(i).

<PAGE>

          (3)     Each  Key Employee or Non-Employee Director granted Restricted
Stock shall  be issued a stock certificate in respect of such shares of
Restricted Stock.  Such  certificate shall be registered in the name of such
Key Employee  or Non-Employee Director, and shall bear an appropriate legend
referring  to  the  terms,  conditions,  and restrictions applicable  to
such  Grant.

          (4)     Any  stock certificates evidencing Common Shares consisting of
Restricted Stock  shall  either  (A) be held in custody by the Company until
the employment, service and other restrictions  thereon shall all have  lapsed;
 or  (B)  be  affixed  with  a  legend, identifying such Shares as Restricted
Stock  and  expressly  prohibiting  the  sale,  transfer, tender, pledge,
assignment  or  encumbrance  of  such  Shares, as the Board shall
determine.  With  respect  to  any  Restricted  Stock  held in custody by the
Company,  the Key  Employee  or  Non-Employee  Director granted such Restricted
Stock shall  deliver  to the Company a stock power, endorsed in blank, relating
to the Common Shares represented by such Stock.  With respect to any Restricted
Stock held by a Key Employee or Non-Employee Director under  legend,  the Key
Employee or Non-Employee Director granted such Restricted  Stock  shall deliver
to the Company an acknowledgment that such Stock remains subject to a
substantial risk of forfeiture in the  event  of termination  of  employment or
service on the Board under certain circumstances.

          (5)     Subject to the provisions of the Plan and the Restricted Stock
agreement, during a temporal period set by the Board and commencing with the
date of  such Grant (the "Restriction Period"), a Key Employee or Non-Employee
Director  shall  not  be  permitted  to sell, transfer, tender,  pledge,
assign  or  otherwise encumber any Restricted Stock granted under the  Plan.
However,  the  Board, in its sole discretion, may provide for the lapse  of
such  transfer  or  other  restrictions  in  installments, or accelerate  or
waive such  restrictions  in  whole  or  in  part,  based  on  service,
performance  or other  factors  and  criteria  selected  by  the  Board.

          (6)     Except  as  provided  in  this  Section  8(b)(vi)  and Section
8(b)(v),  a  Key Employee or Non-Employee  Director  shall have, with respect to
shares  of Restricted  Stock  granted  to  him,  all  of  the  rights  of  a
shareholder  of  the Company,  including the right to vote such Stock and the
right to receive any  dividends thereon.  The Board, in its sole discretion and
as determined at the time of a Grant of Restricted Stock, may permit or require
cash dividends  otherwise  due  and payable to be deferred and, if the Board  so
determines,  reinvested either in additional Restricted Stock (to the  extent
Common  Shares  are  available),  or  otherwise.  Stock dividends issued  with
respect to Restricted Stock shall be treated as additional shares of
Restricted  Stock.  As Restricted  Stock, such additional Common Shares will  be
subject  to  the  same  restrictions  and  conditions applicable to the
Restricted Stock with respect to which such additional  Common  Shares were
issued.

<PAGE>

          (7)     No Restricted Stock shall be transferable by a Key Employee or
Non- Employee  Director other than by will or as provided in the Stock Purchase
Agreement.

     (3)     Minimum  Value  Provisions.  To  ensure  that  Grants of Restricted
             --------------------------
Stock  reflect the performance of the Company and service of the Key Employee or
Non-Employee  Director, the Committee may provide, in its sole discretion, for a
tandem  performance-based award, or other Grant, designed to guarantee a minimum
value,  payable in cash or Common Shares, to the recipient of a Restricted Stock
Grant, subject to such performance, future service, deferral and other terms and
conditions  as  may  be  specified  by  the  Board.

9.     Stock  Appreciation  Rights.  A Key Employee or Non-Employee Director may
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be  granted the right to receive a payment based on the increase in the value of
Common Shares occurring after the date of such Grant; such rights shall be known
as  Stock Appreciation Rights ("SARs").  SARs may (but need not) be granted to a
Key Employee or Non-Employee Director in tandem with, and exercisable in lieu of
exercising,  a  Grant  of  Stock  Options.  SARs  will be granted upon terms and
conditions specified by the Committee.  No Key Employee or Non-Employee Director
shall  be  entitled  to  SAR  rights  solely as a result of the Grant of a Stock
Option to him.  Any such rights, if granted, may only be exercised by the holder
thereof,  either with respect to all, or a portion, of the Stock Option to which
it  applies.  When  granted  in tandem with a Stock Option, an SAR shall provide
that  the  holder  of  a  Stock Option shall have the right to receive an amount
equal  to  one  hundred percent (100%) of the excess, if any, of the Fair Market
Value  of the Common Shares covered by such Option, determined as of the date of
exercise  of  such  SAR  (in  the  same  manner  as such value is determined for
purposes  of  the granting of Stock Options), over the price to be paid for such
Common Shares under such Option.  Such amount shall be payable by the Company in
one  or  more  of  the  following  manners,  as  determined  by  the  Committee:

          (1)     cash  (or  check);

          2)     fully  paid  Common  Shares having a Fair Market Value equal to
                 such  amount;  or

          (3)     a  combination  of  cash  (or  check)  and  Common  Shares.


<PAGE>
     In  no  event may any person exercise any SARs granted hereunder unless (i)
such  person  is  then  permitted  to  exercise  the Stock Option or the portion
thereof  with  respect to which such SARs relate, and (ii) the Fair Market Value
of  the Common Shares covered by the Stock Option, determined as provided above,
exceeds  the option price of such Common Shares.  Upon the exercise of any SARs,
the  Stock  Option,  or that portion thereof to which such SARs relate, shall be
canceled  and  automatically extinguished.  A SAR granted in tandem with a Stock
Option  hereunder  shall  be  made a part of the Stock Option agreement to which
such  SAR relates, in a form approved by the Board and not inconsistent with the
Plan.  The  granting  of  a Stock Option or SARs shall impose no obligation upon
the  optionee to exercise such Stock Option or SAR.  The Company's obligation to
satisfy  SARs  shall not be funded or secured in any manner.  Except as provided
in  Section  7(d),  no  SAR  granted  hereunder shall be transferable by the Key
Employee  or  Non-Employee  Director granted such SAR, other than by will or the
laws  of  descent  and  distribution.

10.     If  a  Key  Employee  ceases  to be an employee of the Company and every
Subsidiary  Corporation,  or  a  Non-Employee Director ceases to a member of the
Board,  for  a  reason  other  than  death,  retirement,  or Permanent and Total
Disability, his Grants shall, unless extended by the Board on or before his date
of termination of employment or service, terminate on the effective date of such
termination  of employment or service.  Neither the Key Employee or Non-Employee
Director  nor  any other person shall have any right after such date to exercise
all  or any part of his Stock Options or SARs, and all Restricted Stock which is
not  vested  or  otherwise  subject to restriction shall thereupon be forfeited,
and/or  declared  void  and  without  value.

     If  termination  of  employment or service is due to death or Permanent and
Total  Disability,  then  outstanding  Stock  Options  and SARs may be exercised
within  the  one  (1)  year  period  ending  on the anniversary of such death or
Permanent  and  Total  Disability.  In the case of death, such outstanding Stock
Options  and  SARs  shall  be  exercised  by such Key Employee's or Non-Employee
Director's estate, or the person designated by such Key Employee or Non-Employee
Director  by  will,  or  as  otherwise  designated  by  the  laws of descent and
distribution.  Notwithstanding the foregoing, in no event shall any Stock Option
or SAR be exercisable after the expiration of the option period, and in the case
of  exercises  made after a Key Employee's or Non-Employee Director's death, not
to  any greater extent than the Key Employee or Non-Employee Director would have
been  entitled  to  exercise  such  Option  or  SAR  at  the  time of his death.
Restricted  Stock  held  by  a  Key  Employee  or  Non-Employee  Director  whose
employment  by the Company or any Subsidiary Corporation or service on the Board
terminates  by reason of death or Permanent and Total Disability shall thereupon
vest and all restrictions and risks of forfeiture thereon shall thereupon lapse.

     Subject to the discretion of the Board and consistent with the provision of
any applicable agreement, in the event a Key Employee terminates employment with
the  Company  and all Subsidiary Corporations because of normal retirement under
any  pension  plan,  or  if  a  Non-Employee  Director's  service  on  the Board
terminates  due  to  retirement  on  or  after  attaining  age  65, (a) any then
outstanding  Stock Options and/or SARs held by such Key Employee or Non-Employee
Director  shall lapse at the earlier of the end of the term of such Stock Option
or  SAR,  or  three  (3)  months  after  such  retirement or Permanent and Total
Disability;  and  (b)  any  Restricted  Stock  held  by  such  Key  Employee  or
Non-Employee  Director  shall  thereafter  vest  and any applicable restrictions
shall  lapse, to the extent such Restricted Stock would have become vested or no
longer  subject to restriction within one year front the time of termination had
the  Key  Employee  or  Non-Employee  Director  continued  to fulfill all of the
conditions  of  the  Restricted Stock during such period (or on such accelerated
basis  as  the  Board  may  determine  at  or  after  date  of  Grant).


<PAGE>
     In  the  event  a  Key  Employee  of  the  Company or one of its Subsidiary
Corporations  or  a  Non-Employee  Director is granted a leave of absence by the
Company  or  such  Subsidiary  Corporation  or  by  the Board, to enter military
service  or  because  of  sickness,  his  employment  with  the  Company or such
Subsidiary  Corporation  or  service  on  the  Board  shall  not  be  considered
terminated, and he shall be deemed an employee of the Company or such Subsidiary
Corporation  or  a  Non-Employee  Director  during  such leave of absence or any
extension  thereof  granted by the Company or such Subsidiary Corporation or the
Board.

     For  purposes  of  this  section  "Permanent  and Total Disability" means a
physical  or  mental  condition  which  is  expected  to  render  an  individual
permanently  unable to perform his usual duties or any comparable duties for the
Company  or  any  Subsidiary  Corporation  or  as  a  member  of the Board.  The
determination  of the existence of such condition shall be made by the Committee
and  shall  be final and binding upon the individual and all other parties.  The
Committee  may  require  the  submission of such medical evidence as it may deem
necessary  in  order  to  arrive  at  its  determination.

11.     Change  of  Control.  Upon  the  occurrence  of  a Change of Control (as
        -------------------
defined  below), notwithstanding any other provisions hereof or of any agreement
to the contrary, all Stock Options and SARs granted under (the Plan shall become
immediately  exercisable  in  full  and all Restricted Stock Grants shall become
immediately  vested  and  any  applicable  restrictions  shall  lapse.

     For  the  purposes  of  the Plan a Change in Control means the earliest of:

     (1)     any person (as such term is used in Section 13(d) of the Securities
Exchange  Act of  1934,  as  amended  ("Exchange  Act")),  has  acquired (other
than directly  from the  Company)  beneficial  ownership  (as that term is
defined in Rule 13d-3  under the  Exchange  Act),  of  more  than  twenty-five
percent (25%) of the outstanding capital  stock  of  the  Company  entitled to
vote for the election of directors;

     (2)     the  commencement  by  an  entity, person, or group (other than the
Company  or  a Subsidiary  Corporation  of  the  Company)  of  a  tender  offer
or an exchange  offer for  more  than  twenty-five  percent  (25%) of the
outstanding voting stock  of  the Company.

     (3)     the  effective  time  of  (i)  a  merger  or consolidation or other
business  combination of the Company with one or more other corporation as a
result of which the holders  of  the  outstanding  voting stock of the Company
immediately prior  to  such business  combination hold less than seventy-five
percent (75%) of the voting stock  of  the  surviving or resulting corporation,
(ii) a transfer of substantially  all  of  the assets of the Company other than
to an entity of which the Company owns  at least  seventy-five  percent  (75%)
of  the  voting  stock;

     (4)     the  election, over any period of time, to the Board of the Company
without the  recommendation  or approval of the incumbent Board, of the lesser
of  (i)  three (3) directors, or (ii) directors constituting a majority of the
number of  directors  of the  Company  then  in  office;  or

     (5)     the  occurrence of any arrangement or understanding relating to the
Company which  would give rise to a filing requirement with the Securities and
Exchange Commission  pursuant to Rule 14F-1 of the Exchange Act Rules under the
          Securities  Exchange  Act  of  1934.

12.     Withholding  Taxes.  Whenever  the  Company  proposes  or is required to
        ------------------
issue  or  transfer  Common  Shares  to  a recipient under the Plan, the Company
shall  have the right to require the recipient to remit to the Company an amount
sufficient  to satisfy all federal, state and local withholding tax requirements
prior  to  the  delivery  of any such Common Shares.  If such Common Shares have
been  delivered  prior  to the time a withholding obligation arises, the Company
shall  have the right to require the recipient to remit to the Company an amount
sufficient  to  satisfy all federal, state or local withholding tax requirements
at the time such obligation arises and to withhold from other amounts payable to
the  recipient,  as  compensation or otherwise, as necessary.  Whenever payments
under  the  Plan are to be made to an individual in cash, such payments shall be
net of any amounts sufficient to satisfy all federal, state or local withholding
tax  requirements.  In  connection  with a Grant in the form of Common Shares, a
recipient  may  elect  to  satisfy his tax withholding obligations incurred with
respect  to  the  Taxable  Date  of  the  Grant  by (a) directing the Company to
withhold a portion of the Common Shares otherwise distributable to the recipient
or  his  assignee  pursuant  to  the  exercise  of  a  Stock  Option  or  (b) by
transferring to the Company a certain number of Common Shares (either subject to
a  Restricted  Stock  agreement  or  previously owned), such Common Shares being
valued at the Fair Market Value thereof on the Taxable Date. Notwithstanding any
provision  of  the  Plan  to the contrary a recipient's election pursuant to the
preceding sentence (a) must be made on or prior to the Taxable Date with respect
to  such  Grant  and (b) must be irrevocable.  In lieu of a separate election on
each  Taxable  Date of a Grant, a recipient may make a blanket election with the
Committee  that  shall  govern  all  future  Taxable  Dates until revoked by the
recipient.  If  the  holder  of  Common  Shares purchased in connection with the
exercise  of an Incentive Stock Option disposes of such Common Shares within two
years  of the date such Incentive Stock Option was granted or within one year of
such  exercise,  he  shall  notify  the  Committee  of  such disposition and the
recipient  shall  remit  an  amount  necessary to satisfy applicable withholding
requirements,  including  those  arising  under federal income tax laws.  If the
recipient  does not remit such amount, the Company may withhold all or a portion
of any compensation or other amounts then or in the future owed to the recipient
as  necessary  to  satisfy  such  requirements.  Taxable  Date  means the date a
recipient  recognizes  income  with  respect  to  a  Grant under the Code or any
applicable  state  income  tax  law.

13.     Amendment  or  Termination.  The  Board or the Committee may at any time
        --------------------------
amend,  terminate,  suspend  or modify the Plan without the authorization of the
shareholders  of  the  Company  to  the extent allowed by law, including without
limitation  any  rules  issued  by  the Securities and Exchange Commission under
Section  16  of  the  Securities  Exchange  Act  of 1934, insofar as shareholder
approval  thereof  is  required in order for the Plan to continue to satisfy the
requirements of Rule 16b-3 under the Act.  No amendment, termination, suspension
or  modification  of  the  Plan shall adversely affect any right acquired by any
recipient  under a Grant awarded before the date of such termination, suspension
or  modification,  unless  such  recipient  shall  consent;  but  it  shall  be
conclusively  presumed  than  any  adjustment  for  changes in capitalization as
provided  for  herein  does  not  adversely  affect  any  such  right.

14.     Investment  Representation,  Approvals and Listings.  The Committee may,
        ---------------------------------------------------
if  it deems appropriate, condition its grant of any Stock Option hereunder upon
receipt of a representation from the Key Employee or Non-Employee Director which
is  substantially  as  follows  (and subject to modification from to time in the
discretion  of  the  Board):

I  agree that any Common Shares of ABC-NACO Inc. which I may acquire pursuant to
this  Stock Option shall be acquired for investment purposes only and not with a
view  to  distribution  or  resale,  and may not be transferred, sold, assigned,
pledged,  hypothecated  or otherwise disposed of by me unless (i) a registration
statement  or  post-effective  amendment  to  a registration statement under the
Securities  Act  of  1933,  as  amended,  with respect to said Common Shares has
become effective so as to permit the sale or other disposition of said shares by
me;  or  (ii)  there  is  presented  to  ABC-NACO  Inc.  an  opinion  of counsel
satisfactory  to  ABC-NACO  Inc.  to  the effect that the sale or other proposed
disposition  of  said  Common  Shares  by me may lawfully be made otherwise than
pursuant to an effective registration statement or post-effective amendment to a
registration  statement  relating to the said shares under the Securities Act of
1933,  as  amended.

     The  Company shall not be required to issue any certificate or certificates
for  Common  Shares upon the exercise of any Stock Option or a SAR granted under
the Plan prior to (i) the obtaining of any approval from any governmental agency
which  the  Company  shall, in its sole discretion, determine to be necessary or
advisable;  (ii)  the admission of such Common Shares to listing on any national
securities  exchange  on  which  the  Common  Shares  may  be  listed; (iii) the
completion  of  any  registration  or  other qualifications of the Common Shares
under any state or federal law or ruling or regulations of any governmental body
which  the  Company  shall, in its sole discretion, determine to be necessary or
advisable  or the determination by the Company, in its sole discretion, that any
registration  or  other  qualification  of the Common Shares is not necessary or
advisable;  and (iv) the obtaining of ail investment representation from the Key
Employee or Non-Employee Director in the form stated above or in such other form
as  the  Company,  its  sole  discretion,  shall  determine  to  be  adequate.

15.     General Provisions.   The form and substance of Stock Option agreements,
        ------------------
Restricted  Stock agreements, and SAR agreements made hereunder, whether granted
at  the  same or different times, need not be identical.  Nothing in the Plan or
in any agreement shall confer upon any Key Employee or Non-Employee Director any
right  to  continue  in  the  employ  of  the  Company  or any of its Subsidiary
Corporations,  or  to  continue  to  serve  on  the  Board to be entitled to any
remuneration  or  benefits  not  set  forth  in  the  Plan  or such Grant, or to
interfere  with  or limit the right of the Company or any Subsidiary Corporation
or the Board to terminate his employment or service at any time, with or without
cause.  Nothing  contained  in  the Plan or in any Stock Option agreement or SAR
shall be construed as entitling any Key Employee or Non-Employee Director to any
rights  of  a  shareholder as a result of the Grant of a Stock Option or an SAR,
until  such  time  as  Common  Shares are actually issued to him pursuant to the
exercise  of  such Option or SAR.  The Plan may be assumed by the successors and
assigns  of  the  Company.  The  liability of the Company under the Plan and any
sale  made hereunder is limited to the obligations set forth herein with respect
to  such  sale and no term or provision of the Plan shall be construed to impose
any  liability  on  the  Company  in  favor  of any Key Employee or Non-Employee
Director  with  respect  to  any  loss,  cost  or  expense which he may incur in
connection  with  or arising out of any transaction in connection with the Plan.
The  cash  proceeds  received  by the Company from the issuance of Common Shares
pursuant  to  the Plan will be used for general corporate purposes.  The expense
of  administering  the  Plan  shall  be  borne by the Company.  The captions and
section  numbers  appearing  in  the  Plan  are  inserted  only  as  a matter of
convenience.  They  do  not  define,  limit,  construe  or describe the scope or
intent  of  the  provisions  of  the  Plan.

16.     Termination  of  the Plan.  The Plan shall terminate on          , 2009,
        -------------------------
and  thereafter  no  Stock  Options or Restricted Stock or SARs shall be granted
hereunder.  All Stock Options and SARs outstanding at the time of termination of
the  Plan  shall  continue in full force and effect according to their terms and
the  terms  and  conditions  of  the  Plan.

     IN  WITNESS  WHEREOF,  the Company, by order of its Board of Directors, has
caused  the  undersigned, duly authorized officer to execute the Plan as of this
day  of,  1999.


ABC-NACO  Inc.

By  Order  of  the  Board  of  Directors