GUARANTY NATIONAL CORPORATION
                                   
                         EQUITY INCENTIVE PLAN


Section 1.  Purpose of the Plan

          The purpose of the Guaranty National Corporation Equity
Incentive Plan (the "Plan") is to further the interests of Guaranty
National Corporation (the "Company") and its shareholders by providing
long-term performance incentives to those key employees of the Company
and its Subsidiaries who are largely responsible for the management,
growth and protection of the business of the Company and its
Subsidiaries.

Section 2.  Definitions

          For purposes of the Plan, the following terms shall be
defined as set forth below:

     (a)  "Award" means any Option, Performance Unit, Restricted Stock, Stock
granted as a bonus or in lieu of other awards, other Stock-Based Award, 
Tax Bonus or other cash payments granted to a Participant under the Plan.

     (b)  "Award Agreement" shall mean the written agreement,
instrument or document evidencing an Award.

     (c)  "Change of Control" means and includes each of the
following:  (i) the acquisition, in one or more transactions, of
beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act) by any person or entity or any group of persons or
entities who constitute a group (within the meaning of Section
13(d)(3) of the Exchange Act), other than (x) Orion Capital Corporation or
a direct or indirect subsidiary thereof or (y) a trustee or other
fiduciary holding securities under an employee benefit plan of the
Company or a Subsidiary, of any securities of the Company such that,
as a result of such acquisition, such person, entity or group either
(A) beneficially owns (within the meaning of Rule l3d-3 under the Ex
change Act), directly or indirectly, more than 20% of the Company's
outstanding voting securities entitled to vote on a regular basis for
a majority of the members of the Board of Directors of the Company or
(B) otherwise has the ability to elect, directly or indirectly, a
majority of the members of the Board; (ii) a change in the composition
of the Board of Directors of the Company such that a majority of the
members of the Board of Directors of the Company are not Continuing
Directors; or (iii) the stockholders of the Company approve a merger
or consolidation of the Company with any other corporation, other than
a merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into
voting securities of

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the surviving entity) at least 80% of the total voting power rep
resented by the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or
the stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the
Company of (in one or more transactions) all or substantially all of
the Company's assets.

          Notwithstanding the foregoing, the preceding events shall
not be deemed to be a Change of Control if, prior to any transaction
or transactions causing such change, a majority of the Continuing Di
rectors shall have voted not to treat such transaction or transactions
as resulting in a Change of Control.

     (d)  "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

     (e)  A "Continuing Director" means, as of any date of
determination, any member of the Board of Directors of the Company who
(i) was a member of such Board on the effective date of the Plan or
(ii) was nominated for election or elected to such Board with the af
firmative vote of a majority of either the Continuing Directors who
were members of such Board at the time of such nomination or election,
or the shares beneficially owned by Orion Capital Corporation and its
subsidiaries.

     (f)  "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.

     (g)  "Fair Market Value" means, with respect to Stock, Awards, or
other property, the fair market value of such Stock, Awards, or other
property determined by such methods or procedures as shall be
established from time to time by the Committee in good faith and in
accordance with applicable law.  Unless otherwise determined by the
Committee, the Fair Market Value of Stock shall mean the mean of the
high and low sales prices of Stock on the relevant date as reported on
the stock exchange or market on which the Stock is primarily traded,
or if no sale is made on such date, then the Fair Market Value is the
weighted average of the mean of the high and low sales prices of the
Stock on the next preceding day and the next succeeding day on which
such sales were made, as reported on the stock exchange or market on
which the Stock is primarily traded.

     (h)  "ISO" means any Option designated as an incentive stock
option within the meaning of Section 422 of the Code.

     (i)  "Option" means a right granted to a Participant pursuant to
Section 6(b) to purchase Stock at a specified price during specified
time periods.  An Option may be

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either an ISO or a nonstatutory Option (an Option not designated as an
ISO).

     (j)  "Performance Unit" means a right granted to a Participant
pursuant to Section 6(c) to receive a payment in cash and or stock
equal to the increase in the book value of the Company during
specified time periods if specified performance goals are met.

     (k)  "Restricted Stock" means Stock awarded to a Participant
pursuant to Section 6(d) that may be subject to certain restrictions
and to a risk of forfeiture.

     (l)  "Stock-Based Award" means a right that may be denominated or
payable in, or valued in whole or in part by reference to the market
value of, Stock, including, but not limited to, any Option, Restricted Stock,
Stock granted as a bonus or Awards in lieu of cash obligations.

     (m)  "Subsidiary" shall mean any corporation, partnership, joint
venture or other business entity of which 50% or more of the
outstanding voting power is beneficially owned, directly or
indirectly, by the Company.

     (n)  "Tax Bonus" means a payment in cash in the year in which an
amount is included in the gross income of a Participant in respect of
an Award of an amount equal to the federal, foreign, if any, and
applicable state and local income and employment tax liabilities
payable by the Participant as a result of (i) the amount included in
gross income in respect of the Award and (ii) the payment of the
amount in clause (i) and the amount in this clause (ii).  For purposes
of determining the amount to be paid to the Participant pursuant to
the preceding sentence, the Participant shall be deemed to pay
federal, foreign, if any, and state and local income taxes at the
highest marginal rate of tax imposed upon ordinary income for the year
in which an amount in respect of the Award is included in gross
income, after giving effect to any deductions therefrom or credits
available with respect to the payment of any such taxes.

Section 3.  Administration of the Plan

          The Plan shall be administered by the Compensation Committee
of the Board of Directors of the Company (the "Committee").  No member
of the Committee while serving as such shall be eligible for
participation in the Plan.  Any

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action of the Committee in administering the Plan shall be final,
conclusive and binding on all persons, including the Company, its
Subsidiaries, employees, Participants, persons claiming rights from or
through Participants and stockholders of the Company.

          Subject to the provisions of the Plan, the Committee shall
have full and final authority in its discretion (a) to select the key
employees who will receive Awards pursuant to the Plan
("Participants"), (b) to determine the type or types of Awards to be
granted to each Participant, (c) to determine the number of shares of
Stock to which an Award will relate, the terms and conditions of any
Award granted under the Plan (including, but not limited to, re
strictions as to transferability or forfeiture, exercisability or
settlement of an Award and waivers or accelerations thereof, and
waivers of or modifications to performance conditions relating to an
Award, based in each case on such considerations as the Committee
shall determine) and all other matters to be determined in connection
with an Award; (d) to determine whether, to what extent, and under
what circumstances an Award may be settled, or the exercise price of
an Award may be paid, in cash, Stock, other Awards or other property,
or an Award may be canceled, forfeited, or surrendered; (e) to
determine whether, and to certify that, performance goals to which the
settlement of an Award is subject are satisfied; (f) to correct any
defect or supply any omission or reconcile any inconsistency in the
Plan, and to adopt, amend and rescind such rules and regulations as,
in its opinion, may be advisable in the administration of the Plan;
and (g) to make all other determinations as it may deem necessary or
advisable for the administration of the Plan.  The Committee may
delegate to officers or managers of the Company or any Subsidiary or
to unaffiliated service providers the authority, subject to such terms
as the Committee shall determine, to perform administrative functions
and to perform such other functions as the Committee may determine, to
the extent permitted under Rule 16b-3, Section 162(m) of the Code and
applicable law.

Section 4.  Participation in the Plan

          Participants in the Plan shall be selected by the Committee
from among the key employees of the Company and its Subsidiaries.

Section 5.  Plan Limitations; Shares Subject to the Plan

     (a)  Subject to the provisions of Section 8(a) hereof, the
aggregate number of shares of common stock, $1.00 par value, of the
Company (the "Stock") available for issuance as Awards under the Plan
shall not exceed 700,000 shares.

          No Award may be granted if the number of shares to which
such Award relates, when added to the number of shares previously
issued under the Plan and the number of shares which may then be
acquired pursuant to other outstanding,

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unexercised Awards, exceeds the number of shares available for
issuance pursuant to the Plan.  If any shares subject to an Award are
forfeited or such Award is settled in cash or otherwise terminates for
any reason whatsoever without an actual distribution of shares to the
Participant, any shares counted against the number of shares available
for issuance pursuant to the Plan with respect to such Award shall, to
the extent of any such forfeiture, settlement, or termination, again
be available for Awards under the Plan; provided, however, that the
Committee may adopt procedures for the counting of shares relating to
any Award to ensure appropriate counting, avoid double counting, and
provide for adjustments in any case in which the number of shares
actually distributed differs from the number of shares previously
counted in connection with such Award.

     (b)  Subject to the provisions of Section 8(a) hereof, the
aggregate number of Performance Units which may be awarded under the
Plan shall not exceed 350,000.  If any Performance Units awarded under
the Plan shall be forfeited or canceled, such Performance Units shall
thereafter be available for award under the Plan.

Section 6.  Awards

     (a)  General.  Awards may be granted on the terms and conditions
set forth in this Section 6.  In addition, the Committee may impose on
any Award or the exercise thereof, at the date of grant or thereafter
(subject to Section 8(a)), such additional terms and conditions, not
inconsistent with the provisions of the Plan, as the Committee shall
determine, including terms requiring forfeiture of Awards in the event
of termination of employment by the Participant; provided, however,
that the Committee shall retain full power to accelerate or waive any
such additional term or condition as it may have previously imposed.
All Awards shall be evidenced by an Award Agreement.

     (b)  Options.  The Committee may grant Options to Participants on
the following terms and conditions:

          (i)  Exercise Price.  The exercise price of each Option
shall be determined by the Committee at the time the Option is
granted, but (except as provided in Section 7(a)) the exercise price
of any Option shall not be less than the Fair Market Value of the
shares covered thereby at the time the Option is granted.

          (ii)  Time and Method of Exercise.  The Committee shall
determine the time or times at which an Option may be exercised in
whole or in part, whether the exercise price shall be paid in cash or
by the surrender at Fair Market Value of Stock, or by any combination
of cash and shares of Stock, including, without limitation, cash,
Stock, other Awards, or other property (including notes or other
contractual obligations of Participants to make payment on a deferred
basis, such as through "cashless exercise" arrange-

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ments, to the extent permitted by applicable law), and the methods by
which Stock will be delivered or deemed to be delivered to Partici
pants.

          (iii)  Incentive Stock Options.  The terms of any Option
granted under the Plan as an ISO shall comply in all respects with the
provisions of Section 422 of the Code, including, but not limited to,
the requirement that no ISO shall be granted more than ten years after
the effective date of the Plan.

     (c)  Performance Units.  The Committee is authorized to grant
Performance Units to Participants on the following terms and
conditions:

          (i)  Performance Criteria and Period.  At the time it makes
an award of Performance Units, the Committee shall establish both the
performance goal or goals and the performance period or periods
applicable to the Performance Units so awarded.  A performance goal
shall be a goal, expressed in terms of growth in book value, earnings
per share, return on equity or any other financial or other mea
surement deemed appropriate by the Committee, or may relate to the
results of operations or other measurable progress of either the
Company as a whole or the Participant's Subsidiary, division or depart
ment.  The performance period will be the period of time over which
one or more of the performance goals must be achieved, which may be of
such length as the Committee, in its discretion, shall select.
Neither the performance goals nor the performance periods need be
identical for all Performance Units awarded at any time or from time
to time.  The Committee shall have the authority, in its discretion,
to accelerate the time at which any performance period will expire or
waive or modify the performance goals of any Participant or
Participants. The Committee may also make such adjustments, to the
extent it deems appropriate, to the performance goals for any
Performance Units awarded to compensate for, or to reflect, any
material changes which may have occurred in accounting practices, tax
laws, other laws or regulations, the financial structure of the
Company, acquisitions or dispositions of business or Subsidiaries or
any unusual circumstances outside of management's control which, in
the sole judgment of the Committee, alters or affects the computation
of such performance goals or the performance of the Company or any
relevant Subsidiary, division or department.

          (ii)  Value of Performance Units.  The value of each Per
formance Unit at any time shall equal the book value per share of the
Company's Stock, as such value appears on the consolidated balance
sheet of the Company as of the end of the fiscal quarter immediately
preceding the date of valuation.

     (d)  Restricted Stock.  The Committee is authorized to grant
Restricted Stock to Participants on the following terms and
conditions:

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          (i)  Restricted Period.  Restricted Stock awarded to a
Participant shall be subject to such restrictions on transferability
and other restrictions for such periods as shall be established by the
Committee, in its discretion, at the time of such Award, which
restrictions may lapse separately or in combination at such times,
under such circumstances, or otherwise, as the Committee may
determine.

          (ii)  Forfeiture.  Restricted Stock shall be forfeitable to
the Company upon termination of employment during the applicable
restricted periods.  The Committee, in its discretion, whether in an
Award Agreement or anytime after an Award is made, may accelerate the
time at which restrictions or forfeiture conditions will lapse or
remove any such restrictions, including upon death, disability or
retirement, whenever the Committee determines that such action is in
the best interests of the Company.

          (iii)  Certificates for Stock.  Restricted Stock granted
under the Plan may be evidenced in such manner as the Committee shall
determine.  If certificates representing Restricted Stock are
registered in the name of the Participant, such certificates may bear
an appropriate legend referring to the terms, conditions and
restrictions applicable to such Restricted Stock.

          (iv)  Rights as a Shareholder.  Subject to the terms and
conditions of the Award Agreement, the Participant shall have all the
rights of a stockholder with respect to shares of Restricted Stock
awarded to him or her, including, without limitation, the right to
vote such shares and the right to receive all dividends or other
distributions made with respect to such shares.  If any such dividends
or distributions are paid in Stock, the Stock shall be subject to
restrictions and a risk of forfeiture to the same extent as the
Restricted Stock with respect to which the Stock has been distributed.

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     (e)  Bonus Stock and Awards in Lieu of Cash Obligations.  The
Committee is authorized to grant Stock as a bonus, or to grant Stock
or other Awards in lieu of Company or Subsidiary obligations to pay
cash or deliver other property under other plans or compensatory
arrangements; provided that, in the case of Participants subject to
Section 16 of the Exchange Act, such cash amounts are determined under
such other plans in a manner that complies with applicable
requirements of Rule 16b-3 so that the acquisition of Stock or Awards
hereunder shall be exempt from Section 16(b) liability. Stock or
Awards granted hereunder shall be subject to such other terms as shall
be determined by the Committee.

     (f)  Other Stock-Based Awards.  The Committee is authorized,
subject to limitations under applicable law, to grant to Participants
such other Stock-Based Awards in addition to those provided in
Sections 6(b) and (d) hereof, as deemed by the Committee
to be consistent with the purposes of the Plan.  The Committee shall
determine the terms and conditions of such Awards.  Stock delivered
pursuant to an Award in the nature of a purchase right granted under
this Section 6(f) shall be purchased for such consideration and paid
for at such times, by such methods, and in such forms, including,
without limitation, cash, Stock, other Awards, or other property, as
the Committee shall determine.

     (g)  Cash Payments.  The Committee is authorized, subject to
limitations under applicable law, to grant to Participants Tax Bonuses
and other cash payments, whether awarded separately or as a supplement
to any Stock-Based Award.  The Committee shall determine the terms and
conditions of such Awards.

Section 7.  Additional Provisions Applicable to Awards

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

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or awards.  The per share exercise price of any Option, or purchase price of 
any other Award conferring a right to purchase Stock:

          (i)  granted in substitution for an outstanding Award or
award, shall be not less than the lesser of (A) the Fair Market Value
of a share of Stock at the date such substitute Award is granted or
(B) such Fair Market Value at that date, reduced to reflect the Fair
Market Value at that date of the Award or award required to be
surrendered by the Participant as a condition to receipt of the
substitute Award; or

          (ii)  retroactively granted in tandem with an outstanding
Award or award, shall not be less than the lesser of the Fair Market
Value of a share of Stock at the date of grant of the later Award or
at the date of grant of the earlier Award or award.

     (b)  Exchange and Buy Out Provisions.  The Committee may at any
time offer to exchange or buy out any previously granted Award for a
payment in cash, Stock, other Awards (subject to Section 7(a)), or
other property based on such terms and conditions as the Committee
shall determine and communicate to a Participant at the time that such
offer is made.

     (c)  Performance Conditions.  The right of a Participant to
exercise or receive a grant or settlement of any Award, and the timing
thereof, may be subject to such performance conditions as may be
specified by the Committee.

     (d)  Term of Awards.  The term of each Award shall, except as
provided herein, be for such period as may be determined by the
Committee; provided, however, that in no event shall the term of any
ISO exceed a period of ten
years from the date of its grant (or such shorter period as may be
applicable under Section 422 of the Code).

     (e)  Form of Payment.  Subject to the terms of the Plan and any
applicable Award Agreement, payments or transfers to be made by the
Company or a Subsidiary upon the grant or exercise of an Award may be
made in such forms as the Committee shall determine, including,
without limitation, cash, Stock, other Awards, or other property (and
may be made in a single payment or transfer, in installments, or on a
deferred basis), in each case determined in accordance with rules
adopted by, and at the discretion of, the Committee. (Such payments
may include, without limitation, provisions for the payment or
crediting of reasonable interest on installments or deferred
payments.)  The Committee, in its discretion, may accelerate any
payment or transfer upon a change in control as defined by the
Committee.  The Committee may also authorize payment upon the exercise
of an Option by net issuance or other cashless exercise methods.

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

     (g)  Awards to Comply with Section 162(m).  The Committee may
(but is not required to) grant an Award pursuant to the Plan to a
Participant who, in the year of grant, may be a "covered employee,"
within the meaning of Section 162(m) of the Code, which is intended to
qualify as "performance-based compensation" under Section 162(m) of
the Code (a "Performance-Based Award").  The right to receive a
Performance-Based Award, other than Options and SARs granted at not
less than Fair Market Value, shall be conditional upon the achievement
of performance goals established by the Committee in writing at the
time such Performance-Based Award is granted.  Such performance goals,
which may vary from Participant to Participant and Performance-Based
Award to Performance-Based Award, shall be based upon the attainment
by the Company or any Subsidiary, division or department of specific
amounts of, or increases in, one or more of the following, any of
which may be measured either in absolute terms or as compared to
another company or companies: revenues, earnings, cash flow, net
worth, book value, stockholders' equity, financial return ratios,
market performance or total stockholder return, and/or the completion
of certain business or capital transactions. Before any compensation
pursuant to a Performance-Based Award is paid, the Committee shall
certify in writing that the performance goals applicable to the
Performance-Based Award were in fact satisfied.

          The maximum amount which may be granted as Performance-Based
Awards to any Participant in any calendar year shall not exceed (i)
Stock-Based Awards for 100,000 shares of Stock (whether payable in
cash or stock), subject to adjustment as provided in Section 8(a)
hereof, (ii) 100,000 Performance Units, (iii) a Tax Bonus payable with
respect to the Stock-Based Awards described in clause (i) and
Performance Units described in clause (ii), and (iv) cash payments
(other than Tax Bonuses) of $1,000,000.

     (h)  Change of Control.  In the event of a Change of Control of
the Company, all Awards granted under the Plan (including Performance-
Based Awards) that are still

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outstanding and not yet vested or exercisable or which are subject to
restrictions shall become immediately 100% vested in each Participant
or shall be free of any restrictions, as of the first date that the
definition of Change of Control has been fulfilled, and shall be
exercisable for the remaining duration of the Award.  All Awards that
are exercisable as of the effective date of the Change of Control will
remain exercisable for the remaining duration of the Award.

Section 8. Adjustments upon Changes in Capitalization;
                              Acceleration in Certain Events

     (a)  In the event that the Committee shall determine that any
stock dividend, recapitalization, forward split or reverse split,
reorganization, merger, consolidation, spin-off, combination,
repurchase or share exchange, or other similar corporate transaction
or event, affects the Stock or the book value of the Company such that
an adjustment is appropriate in order to prevent dilution or
enlargement of the rights of Participants under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any
or all of (i) the number and kind of shares of Stock which may
thereafter be issued in connection with Awards, (ii) the number and
kind of shares of Stock issuable in respect of outstanding Awards,
(iii) the aggregate number and kind of shares of Stock available under
the Plan, (iv) the number of Performance Units which may thereafter be
granted and the book value of the Company with respect to outstanding
Performance Units, and (v) the exercise price, grant price, or pur
chase price relating to any Award or, if deemed appropriate, make
provision for a cash payment with respect to any outstanding Award;
provided, however, in each case, that no adjustment shall be made
which would cause the Plan to violate Section 422(b)(1) of the Code
with respect to ISOs or would adversely affect the status of a
Performance-Based Award as "performance-based compensation" under
Section 162(m) of the Code.

     (b)  In addition, the Committee is authorized to make adjustments
in the terms and conditions of, and the criteria included in, Awards
in recognition of unusual or nonrecurring events (including, without
limitation, events described in the preceding paragraph) affecting the
Company or any Subsidiary, or in response to changes in applicable
laws, regulations, or accounting principles.  Notwithstanding the
foregoing, no adjustment shall be made in any outstanding Performance-
Based Awards to the extent that such adjustment would adversely affect
the status of that Performance-Based Award as "performance-based
compensation" under Section 162(m) of the Code.

Section 9.  General Provisions

     (a)  Changes to the Plan and Awards.  The Board of Directors of
the Company may amend, alter, suspend, discontinue, or terminate the
Plan or the Committee's authority to grant Awards under the Plan
without the consent

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of the Company's stockholders or Participants, except that any such
amendment, alteration, suspension, discontinuation, or termination
shall be subject to the approval of the Company's stockholders within
one year after such Board action if such stockholder approval is
required by any federal or state law or regulation or the rules of any
stock exchange or automated quotation system on which the Stock may
then be listed or quoted, and the Board may otherwise, in its
discretion, determine to submit other such changes to the Plan to the
stockholders for approval; provided, however, that without the consent
of an affected Participant, no amendment, alteration, suspension,
discontinuation, or termination of the Plan may materially and
adversely affect the rights of such Participant under any Award there
tofore granted and any Award Agreement relating thereto.  The
Committee may waive any conditions or rights under, or amend, alter,
suspend, discontinue, or terminate, any Award theretofore granted and
any Award Agreement relating thereto; provided, however, that without
the consent of an affected Participant, no such amendment, alteration,
suspension, discontinuation, or termination of any Award may
materially and adversely affect the rights of such Participant under
such Award.

          The foregoing notwithstanding, any performance condition
specified in connection with an Award shall not be deemed a fixed
contractual term, but shall remain subject to adjustment by the
Committee, in its discretion at any time in view of the Committee's
assessment of the Company's strategy, performance of comparable
companies, and other circumstances, except to the extent that any such
adjustment to a performance condition would adversely affect the
status of a Performance-Based Award as "performance-based compensa
tion" under Section 162(m) of the Code.

          Notwithstanding the foregoing, if the Plan is ratified by
the stockholders of the Company at the Company's 1997 Annual Meeting
of Stockholders, then unless approved by the stockholders of the Com
pany, no amendment will:  (i) change the class of persons eligible to
receive Awards; (ii) materially increase the benefits accruing to
Participants under the Plan, or (iii) increase the number of shares of
Stock or the number of Performance Units subject to the Plan.

     (b)  No Right to Award or Employment.  No employee or other
person shall have any claim or right to receive an Award under the
Plan.  Neither the Plan nor any action taken hereunder shall be
construed as giving any employee any right to be retained in the
employ of the Company or any Subsidiary.

     (c)  Taxes.  The Company or any Subsidiary is authorized to
withhold from any Award granted, any payment relating to an Award
under the Plan, including from a distribution of Stock or any payroll
or other payment to a Participant amounts of withholding and other
taxes due in connection with any transaction involving an Award, and to

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take such other action as the Committee may deem advisable to enable
the Company and Participants to satisfy obligations for the payment of
withholding taxes and other tax obligations relating to any Award.
This authority shall include authority to withhold or receive Stock or
other property and to make cash payments in respect thereof in
satisfaction of a Participant's tax obligations.

     (d)  Limits on Transferability; Beneficiaries.  No Award or other
right or interest of a Participant under the Plan shall be pledged,
encumbered, or hypothecated to, or in favor of, or subject to any
lien, obligation, or liability of such Participants to, any party,
other than the Company or any Subsidiary, or assigned or transferred
by such Participant otherwise than by will or the laws of descent and
distribution, and such Awards and rights shall be exercisable during
the lifetime of the Participant only by the Participant or his or her
guardian or legal representative. Notwithstanding the foregoing, the
Committee may, in its discretion, provide that Awards or other rights
or interests of a Participant granted pursuant to the Plan (other than
an ISO) be transferable, without consideration, to immediate family
members (i.e., children, grandchildren or spouse), to trusts for the
benefit of such immediate family members and to partnerships in which
such family members are the only partners.  The Committee may attach
to such transferability feature such terms and conditions as it deems
advisable.  In addition, a Participant may, in the manner established
by the Committee, designate a beneficiary (which may be a person or a
trust) to exercise the rights of the Participant, and to receive any
distribution, with respect to any Award upon the death of the
Participant.  A beneficiary, guardian, legal representative or other
person claiming any rights under the Plan from or through any
Participant shall be subject to all terms and conditions of the Plan
and any Award Agreement applicable to such Participant, except as
otherwise determined by the Committee, and to any additional
restrictions deemed necessary or appropriate by the Committee.

     (e)  No Rights to Awards; No Stockholder Rights.  No Participant
shall have any claim to be granted any Award under the Plan, and there
is no obligation for uniformity of treatment of Participants.  No
Award shall confer on any Participant any of the rights of a
stockholder of the Company unless and until Stock is duly issued or
transferred to the Participant in accordance with the terms of the
Award.

     (f)  Discretion.  In exercising, or declining to exercise, any
grant of authority or discretion hereunder, the Committee may consider
or ignore such factors or circumstances and may accord such weight to
such factors and circumstances as the Committee alone and in its sole
judgment deems appropriate and without regard to the affect such
exercise, or declining to exercise such grant of authority or
discretion, would have upon the affected Participant, any other
Participant, any employee, the

<PAGE>

Company, any Subsidiary, any stockholder or any other person.

     (g)  Effective Date.  The effective date of the Plan is October
29, 1996.

     (h)  Shareholder Approval.  Unless and until the Plan is approved
by the stockholders of the Company at the Company's 1997 Annual
Meeting of Stockholders, no Stock-Based Award may be granted to any
officer of the Company.