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[HEWLETT-PACKARD LOGO]

                                                                   Exhibit 10(d)

                             HEWLETT-PACKARD COMPANY
                        1990 INCENTIVE STOCK OPTION PLAN

                   PART 1. PLAN ADMINISTRATION AND ELIGIBILITY

I.    PURPOSE

The purpose of this 1990 Incentive Stock Plan (the "Plan") of Hewlett-Packard
Company (the "Company") is to encourage ownership in the Company by key
personnel whose long-term employment is considered essential to the Company's
continued progress and thus to provide them with a further incentive to
continue in the employ of the Company or its subsidiaries or affiliates. (The
Company and all such subsidiaries are collectively referred to hereinafter as
the "Participating Companies".)

II.ADMINISTRATION

          A Stock Option Committee (the "Committee"), consisting of three or
more directors of the Company, a majority of whom are "disinterested persons" as
defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934 as
amended (the "Exchange Act"), shall supervise and administer the Plan. The
Committee shall from time to time designate the key employees of the
Participating Companies who shall be granted stock options, stock or cash awards
under the Plan and the amount and nature of the award to be granted to each such
employee. All questions of interpretation of the Plan or of any options or
awards issued under it shall be determined by the Committee and such
determination shall be final and binding upon all persons having an interest in
the Plan. In addition, the Committee may delegate to the Executive Committee of
the Board of Directors the power to approve stock options and stock awards to
employees not subject to Section 16 of the Exchange Act.

III.PARTICIPATION IN THE PLAN

          Key employees of the Company, including officers (with the exception
of David Packard), and directors of the Company who are also employed by a
Participating Company shall be eligible to participate in the Plan.

IV.STOCK SUBJECT TO THE PLAN

          The maximum number of shares which may be optioned or awarded under
the Plan shall be 64,000,000 shares of the Company's $1 par value Common Stock.
In any fiscal year, no individual may be granted stock awards or stock options
exceeding 500,000 shares or five percent of all shares optioned or awarded that
year, whichever is less. If a class of Preferred Stock is created and authorized
by the Company's Amended Articles of Incorporation, Preferred Stock may be used
in lieu of Common Stock for Plan grants. The limitation on the number of shares
which may be optioned or awarded under the Plan shall be subject to adjustment
as provided in Section XX of the Plan.

          The grant of a stock award not pursuant to an option under the Plan
("Stock Award") shall be subject to such restrictions as the Committee shall
determine to be appropriate, including but not limited to restrictions on
resale, repurchase provisions, special vesting requirements or forfeiture
provisions. The grant and exercise of a stock option shall be subject to such
restrictions as the Committee may determine to be appropriate in accordance with
Section VI of the Plan.

          If any outstanding option under the Plan for any reason expires or is
terminated without having been exercised in full, or if any Stock Awards are
forfeited, the forfeited shares or shares allocable to the unexercised portion
of such option shall again become available for grant pursuant to the Plan.

                  PART 2. OPTIONS AND STOCK APPRECIATION RIGHTS

V.INCENTIVE STOCK OPTIONS

          Any option granted under the Plan may be designated by the Committee
as a nonstatutory option or as an incentive stock option ("ISO") entitled to
special tax treatment under Section 422A of the Internal Revenue Code of 1986,
as amended to date and as may be amended from time to time (the "Code").

          No option intended to qualify as an ISO may be granted under the Plan
if such grant, together with any applicable prior grants, would exceed any
maximum established under the Code for ISOs that may be granted to a single
employee. Should it be determined that any ISO granted under the Plan exceeds
such maximum, the ISO shall be null and void to the extent, but only to the
extent, of such excess. Section 422A(b)(7) of the Code presently provides that
with respect to options

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granted after December 31, 1986 the aggregate fair market value (determined as
of the time the ISO is granted) of the stock with respect to which incentive
stock options are exercisable for the first time by an employee in any calendar
year under all incentive stock option plans of the Company shall not exceed
$100,000.

          Nothing in this section shall be deemed to prevent the grant of
options in excess of the maximum established by the Code where such excess
amount is treated as a non-statutory option not entitled to special tax
treatment under Section 422A of the Code.

VI.TERMS, CONDITIONS AND FORM OF OPTIONS

          Each option granted under this Plan shall be authorized by action of
the Committee and shall be evidenced by a written agreement in such form as the
Committee shall from time to time approve, which agreements shall comply with
and be subject to the following terms and conditions:

          A. OPTIONS NON-TRANSFERABLE. Each option granted under the Plan by its
terms shall not be transferable by the optionee otherwise than by will, or by
the laws of descent and distribution, and shall be exercised during the lifetime
of the optionee only by him. No option or interest therein may be transferred,
assigned, pledged or hypothecated by the optionee during his lifetime, whether
by operation of law or otherwise, or be made subject to execution, attachment or
similar process.

          B. PERIOD OF OPTION. No option may be exercised before the first
anniversary of the date upon which it was granted, nor may it be exercised as to
more than one-fourth of the number of shares covered thereby before the second
anniversary of such date, nor as to more than one-half of the number of shares
covered thereby before the third anniversary of such date nor as to more than
three-fourths of the number of shares covered thereby before the fourth
anniversary of such date; provided, however, that the Committee may specify a
different vesting schedule for any option upon grant, and provided further that
any option granted pursuant to the Plan shall become exercisable in full upon
the retirement of the optionee because of age or total and permanent disability
or upon the death of the optionee. No option shall be exercisable after the
expiration of 10 years from the date upon which such option is granted. Each
option shall be subject to termination before its date of expiration as
hereinafter provided.

          C. EXERCISE OF OPTIONS. Options may be exercised only by written
notice to the Company at its head office accompanied by payment in cash of the
full consideration for the shares as to which they are exercised, and, with
respect to nonstatutory options, by payment of all applicable U.S. withholding
taxes upon such exercise. In addition, if and to the extent authorized by the
Committee, optionees may make all or any portion of any payment due to the
Company upon exercise of an option by delivery of any property (including
securities of the Company) other than cash, as long as such property constitutes
valid consideration for the stock under applicable law.

          The Committee may permit the payment of applicable withholding taxes
due upon exercise of an option, up to the highest marginal rates then in effect,
by the withholding of shares otherwise issuable upon exercise of the option.
Option shares withheld in payment of such taxes shall be valued at the fair
market value of the stock on the date of exercise. Fair market value shall be
deemed to be the mean of the highest and lowest quoted selling prices for such
shares on the exercise date as reported on the New York Stock Exchange Composite
Tape. The Committee may impose special restrictions on the use of option shares
as payment for withholding taxes by individuals subject to Section 16(b) of the
Securities Exchange Act.

          No option may be exercised while the optionee is on any leave of
absence from the Company other than an approved medical leave. Options will
continue to vest during any authorized leave of absence, and may be exercised to
the extent permitted by Section VI(B) upon the optionee's return to an active
employment status.

          D. TERMINATION OF OPTIONS. All rights of an employee in an option, to
the extent that it has not been exercised, shall terminate upon the termination
of his employment for any reason other than the death of the employee or
retirement because of age or total and permanent disability and in case of such
retirement three years from the date thereof with respect to nonstatutory
options and three months from the retirement date with respect to ISOs or upon
expiration of the option, whichever shall first occur. In the event of the death
of the employee, the option shall terminate upon failure of his designated
representative to exercise the option in accordance with the time period
provided in subsection VI(E) below. The Committee may authorize the continuation
of options held by terminating employees who are, at the Company's request or
with the Company's consent, terminating to accept employment with not-for-profit
corporations, governmental agencies, or industry associations. Such approval
must be obtained from the Committee prior to termination of employment in order
to prevent termination of options.

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          E. EXERCISE BY REPRESENTATIVE FOLLOWING DEATH OF EMPLOYEE. The
employee, by written notice to the Company, may designate one or more persons
(and from time to time change such designation) including his legal
representative, who, by reason of his death, shall acquire the right to exercise
all or a portion of the option. If the person or persons so designated wish to
exercise any portion of the option, they must do so within one year after the
death of the employee or retired employee, as the case may be. All rights of the
representative(s) in the option shall terminate upon failure to exercise the
option within the time period set forth in this subsection VI(E). Any exercise
by a representative shall be subject to the provisions of this Plan.

VII.      MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS

          The Committee shall have the power to modify, extend or renew
outstanding options and authorize the grant of new options in substitution
therefor, provided that any such action may not have the effect of altering or
impairing any rights or obligations of any option previously granted without the
consent of the optionee.

          The Committee shall have the power to lower the exercise price of an
outstanding option not intended to qualify as an ISO under the Code; provided,
however, that the exercise price per share may not be reduced below 75% of the
fair market value of a share of Common Stock of the Company on the date the
action is taken to reduce the exercise price. Such fair market value shall be
deemed to be the mean of the highest and lowest quoted selling prices for such
shares on that date as reported on The New York Stock Exchange Composite Tape.

VIII.     OPTION PRICE

          The option price per share for the shares covered by each nonstatutory
option shall be not less than 75% of the fair market value of a share of Common
Stock of the Company on the date the option is granted. The option price per
share for ISOs shall be not less than the fair market value on the option grant
date. Such fair market value shall be deemed to be the mean of the highest and
lowest quoted selling prices for such share on that date as reported on The New
York Stock Exchange Composite Tape.

IX.       LOANS FOR EXERCISE OF OPTIONS

          Any option agreement under this Plan entered into with an employee
may, but need not, provide that the Company shall lend to the employee who holds
the option the funds for any exercise of his option. Any such loans made to
individuals subject to Section 16 of the Securities Exchange Act shall be at a
rate of interest adequate to avoid imputation of income under Sections 483 and
7872 of the Code and shall be for a term not to exceed 15 months from the date
of exercise of the related option. Any loan by the Company to fund the exercise
of an option shall be subject to such other terms and conditions as shall be set
forth in the option agreement, which terms and conditions shall be determined by
the Committee at the time of the grant of the option. Loans may or may not be
secured by stock issued pursuant to such option exercises, at the Committee's
discretion.

X.        STOCK APPRECIATION RIGHTS

          This section shall apply to employees who hold options heretofore or
hereafter granted under the Plan ("Options") and who are or may hereafter be
subject to Section 16 of the Securities Exchange Act. The Committee may, but
shall not be required to, grant to such employees stock appreciation rights as
herein provided with respect to not more than the number of shares from time to
time subject to the Options held by such employees. The stock appreciation
rights shall be integral parts of the respective Options and shall have no
existence apart therefrom.

          A stock appreciation right shall be the right of the holder thereof to
elect to surrender part or all of any Option which is wholly exercisable, or of
any exercisable portion of an Option which is partially exercisable, and receive
in exchange therefor cash or shares (valued at current fair market value) or a
combination thereof. Such cash or shares or combination shall have an aggregate
value ("Appreciation") equal to the excess of the current fair market value of
one share over the Option price of one share specified in such Option multiplied
by the number of shares subject to such Option or the portion thereof which is
surrendered. The current fair market value of a share shall be the mean of the
highest and lowest quoted selling prices for shares as reported on The New York
Stock Exchange Composite Tape on the day on which a stock appreciation right is
exercised, or if no sale was made on such date, then on the next preceding day
on which such a sale was made. No fractional share shall be issued on the
exercise of a stock appreciation right, and settlement therefor shall be made in
cash.

          Each stock appreciation right granted under this Plan shall be subject
to the following terms and conditions; (1) each stock appreciation right shall
be evidenced by a written agreement between the Company and the holder in such
form as the Committee shall authorize; (2) each stock appreciation right granted
under the Plan by its terms shall not be transferable by the holder otherwise
than by will or by the law of descent and distribution, and shall be exercised
during the lifetime of the holder

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only by him and no stock appreciation right or interest therein may be
transferred, assigned, pledged or hypothecated by the holder during his
lifetime, whether by operation of law or otherwise, or be made subject to
execution, attachment or similar process; (3) all rights of an employee in a
stock appreciation right, to the extent that it has not been exercised, shall
terminate upon the death of the employee or the termination of his employment
for any reason other than retirement because of age or total and permanent
disability, and in case of such retirement three years from the date thereof
with respect to nonstatutory Options and three months from the date thereof with
respect to Options intended to qualify as ISOs or upon expiration of the option,
whichever shall first occur; provided, however, that the employee, by written
notice to the Company, may designate one or more persons (and from time to time
change such designation), including his legal representative, who, by reason of
his death, shall acquire the right to exercise all or a portion of the rights
accrued under the stock appreciation right as of the date of his death.

          If the person or persons so designated wish to exercise any portion of
the stock appreciation right, they must do so within one year after the death of
the employee or retired employee, as the case may be, and such exercise shall be
subject to the provisions of this Plan; and (4) the life of stock appreciation
rights shall be coterminous with the life of the Options.

          The holder of a stock appreciation right may exercise the same by (1)
filing with the Secretary of the Company a written election, which election
shall be delivered by the Secretary to the Committee, specifying (a) the Option
or portion thereof to be surrendered, (b) the percentage of the Appreciation
which he desires to receive in cash, if any; and (2) surrendering such Option
for cancellation or partial cancellation, as the case may be; provided, however,
that any election which specifies that the holder of a stock appreciation right
desires to receive any portion of the Appreciation in cash shall be of no force
or effect unless and until the Committee shall have consented to such election.

          No stock appreciation right or related Option may be exercised during
the first six months of its term, except in the event death or total and
permanent disability of the holder occurs prior to the expiration of this
six-month period. No election to receive any portion of the Appreciation in cash
shall be filed with the Secretary and no stock appreciation right shall be
exercised to receive any cash unless such election and exercise shall occur
during the period (hereinafter referred to as the "Cash Window Period")
beginning on the third business day following the date of release for
publication by the Company of a regular quarterly or annual statement of sales
and earnings and ending on the twelfth business day following such date. The
Committee may consent to the election of a holder to receive any portion of the
Appreciation in cash at any time after such election has been made.

          The Committee shall have the sole discretion to consent to approve or
disapprove, in whole or in part, any election to receive any portion of the
Appreciation in cash. If such election is consented to, the stock appreciation
right shall be deemed to have been exercised during the Cash Window Period in
which the holder completed all acts required by him under the preceding
paragraphs to exercise the stock appreciation right. Any stock appreciation
right exercised during said Cash Window Period shall be valued and deemed
exercised as of the date when the mean of the highest and lowest quoted selling
prices for the Company's shares as reported on The New York Stock Exchange
Composite Tape for that date is the highest for the Cash Window Period. Between
meetings of the Committee, the Committee may delegate its powers under this
Paragraph of Section X to a committee consisting of not less than three members
of the Committee.

          Upon exercise of a stock appreciation right, the number of shares
reserved for issuance under the Plan shall be reduced by the number of shares
covered by the Option, or the portion thereof, which is surrendered in
connection with such exercise.

          Nothing in the Plan shall be construed to give any eligible employee
any right to be granted a stock appreciation right. Neither the Plan nor the
granting of a stock appreciation right nor any other action taken pursuant to
the Plan shall constitute or be evidence of any agreement or understanding,
express or implied, that the Company will employ the holder of a stock
appreciation right for any period of time or in any position or at any
particular rate of compensation. The holder of a stock appreciation right shall
have no rights as a stockholder with respect to the shares covered by his stock
appreciation right until the date of issuance to him of a stock certificate
therefor, and, except as otherwise specifically provided in the stock option
agreement for the Options, no adjustment will be made for dividends or other
rights for which the record date is prior to the date such certificate is
issued.

                          PART 3. STOCK AND CASH AWARDS

XI.       STOCK AND CASH AWARD DETERMINATION

          The Committee may grant an eligible employee Stock Awards or awards of
cash ("Cash Awards") at such times and in such amounts as the Committee may
designate which in its opinion fully reflect the performance level and potential
of such

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employee. The Committee shall designate whether such awards are payable in
Common Stock, cash, or a combination thereof. Such awards shall be made in
accordance with such guidelines as the Committee may from time to time adopt.
Stock and Cash Awards shall be independent of any grant of an option under this
Plan and shall be made subject to such restrictions as the Committee may
determine to be appropriate.

XII.      PAYMENT OF STOCK OR CASH AWARDS

          A. No employee shall have the right to receive payment of any Stock or
Cash Award until notified of the amount of such award, in writing, by the
Committee or its authorized delegate.

          B. Payment of cash awards shall be made in a lump sum or in annual
installments over such period as the Committee may designate, which period shall
not exceed five years, provided that the Committee may from time to time
designate minimum installment amounts.

          C. After an award of Common Stock subject to restrictions ("Restricted
Stock"), certificates for such shares will be deposited in certificate or book
entry form in escrow with the Company's Secretary. The Employee shall retain all
rights in the Restricted Stock while it is held in escrow including but not
limited to voting rights and the right to receive dividends, except that the
Employee shall not have the right to transfer or assign such shares until all
restrictions pertaining to such shares are terminated at which time the
applicable stock certificates shall be released from escrow and delivered to the
employee by the Company's Secretary.

          D. The Committee may permit, on such terms as it deems appropriate,
use of Restricted Stock as partial or full payment upon exercise of a stock
option under the Company's incentive stock option plan or compensation or this
Plan. In the event shares of Restricted Stock are so tendered as consideration
for the exercise of an option, a number of the shares issued upon the exercise
of said option, equal to the number of shares of Restricted Stock used as
consideration therefor, shall be subject to the same Restrictions as the
Restricted Stock so submitted plus any additional Restrictions that may be
imposed by the Committee.

XIII.     TERMINATION OF RESTRICTIONS ON STOCK AWARDS

          The Committee will establish the period or periods after which the
Restrictions on Restricted Stock will lapse.

          The Committee may in its discretion permit an employee to elect to
receive in lieu of shares of Restricted Stock, at the expiration of the
restrictions, a cash payment equal to the fair market value of the Company's
Common Stock on the date restrictions lapse. The Committee may also permit the
employee to elect to pay applicable withholding taxes due upon lapse of
restriction with part of the shares due employee at such time. The shares
canceled in payment of withholding taxes shall be valued at the fair market
value of the Company's Common Stock on the date the restrictions lapse. Fair
market value shall be the mean of the high and low prices of such stock on The
New York Stock Exchange Composite Tape on the date in question, or if no sales
of such stock were made on that date, the mean of the high and low prices of
such stock on the next preceding day on which sales were made.

XIV.      DEATH OR TOTAL AND PERMANENT DISABILITY OF A PARTICIPATING EMPLOYEE
          HOLDING RESTRICTED STOCK

          By written notice to the Company, an employee who has received a grant
of Restricted Stock may designate one or more persons (and from time to time
change such designation) who, by reason of his death, shall acquire the right to
receive any vested but unpaid awards held by the employee at the time of his
death. Such awards shall be paid to the designated representative at such time
and in such manner as if the employee were living.

          In the event of total and permanent disability of an employee who has
participated in the Plan, any unpaid but vested award shall be paid to the
employee if legally competent or to a committee or other legally designated
guardian or representative if the employee is legally incompetent.

          In the event of death or total and permanent disability of an employee
holding unvested restricted shares, the employee's designated representative or
the employee, as the case may be, shall be entitled to receive a prorated number
of shares determined by dividing the number of years in the restricted period by
the number of whole years lapsed since the grant date. Remaining unvested shares
shall be forfeited unless additional payments are specifically authorized by the
Committee.

          If at the time of the employee's death, there is no effective
beneficiary designation as to all or some portion of the awards hereunder, such
awards or such portion thereof shall be paid to or on the order of the legal
representative of the

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employee's estate. In the event of uncertainty as to the interpretation or
effect of any notice of designation, the Committee's decision with respect
thereto shall be conclusive.

XV.       RESTRICTIONS AND FORFEITURE OF STOCK AWARDS

          The Company's obligation to deliver stock held in escrow is subject to
the condition that the employee remain an employee of the Company on active or
authorized leave status or be under contract to provide services to the Company
as provided in Section XVI hereof for the entire deferral and/or restriction
period, including mandatory and optional deferrals. If the employee fails to
meet this condition, the employee's right to any such unpaid amounts or
undelivered stocks shall be forfeited. This provision may be waived by the
Committee in exceptional circumstances. In the event an employee holding
restricted shares ceases to be on active pay status during the restricted period
for a period of more than six months, the restricted period shall be extended by
a period of time equal to the length of the period of inactive status.

XVI.      RETIREMENT OF EMPLOYEE HOLDING STOCK AWARD

          At the time of grant of any Stock Award, the Committee may specify
special conditions or terms covering the status of such Stock Award upon the
retirement of the employee. If no provision is made, the following provisions
shall govern if the employee retires due to age, the Company's obligation to
make any payment due thereafter under the Stock Award feature of the Plan is
subject to the condition that for the entire period of deferral or restriction,
including mandatory and optional deferrals:

          A. The employee shall render as an independent contractor and not as
an employee, such advisory or consultative services to the Company as shall be
reasonably requested by the Board or the Executive Committee of the Board in
writing from time to time, consistent with the state of the retired employee's
health and any employment or other activities in which such employee may be
engaged. For purposes of this Plan, the employee shall not be required to devote
a major portion of time to such services and shall be entitled to reimbursement
for any reasonable out-of-pocket expenses incurred in connection with the
performance of such services;

          B. The employee shall not render services for any organization or
engage directly or indirectly in any business which, in the opinion of the
Committee, competes with, or is in conflict with the interest of, the Company.
The employee shall be free, however, to purchase as an investment or otherwise,
stock or other securities of such organizations so long as they are listed upon
a recognized securities exchange or traded over-the-counter, or so long as such
investment does not represent a substantial investment to the employee or a
significant (greater than 10%) interest in the particular organization. For the
purposes of this subsection XIV(B) a company (other than a subsidiary) which
engaged in the business of producing, leasing or selling products or providing
services of the type now or at any time hereafter made or provided by the
Company, shall be deemed to compete with the Company;

          C. The employee shall not, without prior written authorization from
the Company, disclose to anyone outside the Company, or use in other than the
Company's business, any confidential information or material relating to the
business of the Company, either during or after employment with the Company; and

          D. The employee shall disclose promptly and assign to the Company all
right, title and interest in any invention or idea, patentable or not, made or
conceived by the employee during employment by the Company, relating in any
manner to the actual or anticipated business, research or development work of
the Company and shall do anything reasonably necessary to enable the Company to
secure a patent where appropriate in the United States and in foreign countries.

                           PART 4. GENERAL PROVISIONS

XVII.     ASSIGNMENTS

          The rights and benefits under this Plan may not be assigned except for
the designation of a beneficiary as provided in Section VI and XIV.

XVIII.    TIME FOR GRANTING OPTIONS OR STOCK AWARDS

          All options for shares and Stock Awards subject to this Plan shall be
granted, if at all, not later than ten years after the adoption of this Plan by
the Company's Board of Directors.

XIX.      LIMITATION OF RIGHTS

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          A. NO RIGHT TO AN OPTION OR STOCK AWARD. Nothing in the Plan shall be
construed to give any personnel of the Participating Companies any right to be
granted an option or Stock or Cash Award.

          B. NO EMPLOYMENT RIGHT. Neither the Plan, nor the granting of an
option or Stock or Cash Award nor any other action taken pursuant to the Plan,
shall constitute or be evidence of any agreement or understanding, express or
implied, that any of the Participating Companies will employ a grantee for any
period of time or in any position, or at any particular rate of compensation.

          C. NO SHAREHOLDERS' RIGHTS FOR OPTIONS. An optionee shall have no
rights as a shareholder with respect to the shares covered by his options until
the date of the issuance to him of a stock certificate therefor, and no
adjustment will be made for dividends or other rights for which the record date
is prior to the date such certificate is issued.

XX.       CHANGES IN PRESENT STOCK

          In the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, or other change in the corporate
structure or capitalization affecting the Company's present Common Stock,
appropriate adjustment shall be made by the Board of Directors in the number
(including the aggregate numbers specified in Section IV) and kind of shares
which are or may become subject to options and stock awards granted or to be
granted hereunder, and in the option price of shares which are subject to
options granted hereunder.

XXI.      CHANGE IN CONTROL

          In the event that the Company is merged into or acquired by another
entity in a transaction involving a change in control, the Committee shall have
complete authority and discretion, but not the obligation, to accelerate the
vesting of outstanding stock options and the termination of restrictions on
Stock Awards.

XXII.     EFFECTIVE DATE OF THE PLAN

          The Plan shall take effect on the date of adoption by the Board of
Directors of the Company, subject to approval by the shareholders of the Company
at a meeting held within 12 months after the date of such adoption. Options and
Stock or Cash Awards may be granted under the Plan at any time after the
adoption of the Plan by the Board of Directors of the Company and prior to the
termination of this Plan.

XXIII.    AMENDMENT OF THE PLAN

          The Committee may suspend or discontinue the Plan or revise or amend
it in any respect whatsoever; provided, however, that the Committee may seek
shareholder approval of an amendment if determined to be required by or
advisable under regulations of the Securities and Exchange Commission or the
Internal Revenue Service, the rules of any stock exchange on which the Company's
stock is listed or other applicable law or regulations.

XXIV.     NOTICE

          Any written notice to the Company required by any of the provisions of
this Plan shall be addressed to the Secretary of the Company and shall become
effective when it is received.

XXV.      COMPANY BENEFIT PLANS

          Nothing contained in this Plan shall prevent the employee prior to
death, or the employee's dependents or beneficiaries after the employee's death,
from receiving, in addition to any awards provided for under this Plan and any
salary, any payments under a Company retirement plan or which may be otherwise
payable or distributable to such employee, or to the employee's dependents or
beneficiaries under any other plan or policy of the Company or otherwise.

XXVI.     UNFUNDED PLAN

          Insofar as it provides for awards of Stock or cash, this Plan shall be
unfunded. Although bookkeeping accounts may be established with respect to
employees who are granted awards of stock under this Plan, any such accounts
will be used merely as a bookkeeping convenience. Except for the holding of
Restricted Stock in escrow pursuant to subsection XII(C), the Company shall not
be required to segregate any assets which may at any time be represented by
awards of stock or cash, nor

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shall this Plan be construed as providing for such segregation, nor shall the
Company nor the Board nor the Committee be deemed to be a trustee of stock or
cash to be awarded under the Plan. Any liability of the Company to any employee
with respect to an award of stock or cash under this Plan shall be based solely
upon any contractual obligations which may be created by the Plan; no such
obligation of the Company shall be deemed to be secured by any pledge or other
encumbrance on any property of the Company. Neither the Company nor the Board
nor the Committee shall be required to give any security or bond for the
performance of any obligation which may be created by this Plan.

XXVII.    GOVERNING LAW

          This Plan and all determinations made and actions taken pursuant
hereto shall be governed by the law of the State of California and construed
accordingly.