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                                                                 Exhibit (10)(b)


                                                         As Amended and Restated
                                                      effective November 1, 1996


                             HUNT MANUFACTURING CO.

                     1983 STOCK OPTION AND STOCK GRANT PLAN


                  1. Purpose.

                  The 1983 Stock Option and Stock Grant Plan (the "Plan") is
designed to enable Hunt Manufacturing Co. (the "Company") and its subsidiaries
to attract and retain capable officers and key management level employees and to
provide an inducement to such personnel to promote the best interests of the
Company and its subsidiaries by enabling and encouraging them, through the grant
of incentive and nonqualified stock options ("Options") and/or stock ("Stock
Grants") to acquire stock in the Company.

                  As used in the Plan, the term "incentive stock options" means
options which, at the time such options are granted under the Plan, qualify as
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended from time to time (the "Code"). The term
"nonqualified stock options" means all other options granted under the Plan. The
term "subsidiary" means any corporation which, at the time an Option is granted
or Stock Grant is made under the Plan, qualifies as a subsidiary of the Company
under the definition of "subsidiary corporation" contained in Section 424(f) of
the Code, or any similar provision hereafter enacted, except that such term
shall not include any corporation which is classified as a foreign corporation
pursuant to Section 7701 of the Code.

                  2. Administration.

                  The Plan shall be administered by the Company's Compensation
Committee (the "Committee") which shall consist of not less than three
non-employee directors (within the meaning of Rule 16b-3(b)(3) under the
Securities Exchange Act of 1934 (the "Exchange Act"), or any successor thereto)
who are also outside directors (within the meaning of Treas. Reg.
ss.1.162-27(e)(3), or any successor thereto) of the Company who shall be
appointed by, and shall serve at the pleasure of, the Company's Board of
Directors (the "Board"). Each member of the Committee, while serving as such,
shall be deemed to be acting in his/her capacity as a director of the Company.

                  The Committee shall have full authority to construe and
interpret the Plan, and, subject to the provisions of the Plan: to establish,
amend and rescind



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appropriate rules and regulations relating to the Plan, to take such action as
may be appropriate and/or necessary to insure the continued qualification of any
incentive stock options granted under the Plan, to select the persons to whom
Options will be granted and/or Stock Grants made under the Plan, to grant
Options and make Stock Grants and set the date of grant and other terms and
conditions thereof, to make recommendations to the Board, and to take all such
steps and make all such determinations in connection with the Plan and the
Options and stock granted hereunder as it may deem necessary or advisable. All
such rules, regulations, determinations and interpretations of the Committee
shall be final, conclusive and binding on all persons.

                  3. Stock Subject to the Plan.

                  Subject to the provisions of Section 8 hereof, up to an
aggregate maximum of 1,348,125 of the Company's Common Shares, par value $.10
per share ("Shares") shall be authorized for the grant of Options and/or Stock
Grants under the Plan, provided that, of such amount, not more than 373,125
Shares shall be available for Stock Grants. Shares issuable under the Plan may
be authorized but unissued Shares or reacquired Shares, as the Board shall
determine. If any Option granted under the Plan expires or otherwise terminates,
in whole or in part, without having been exercised, or if any Stock Grant
hereunder is terminated, in whole or in part, the Shares subject to the
unexercised portion of such Option and the unvested Shares covered by such Stock
Grant shall be available for the granting of Options and Stock Grants under the
Plan as fully as if such Shares had never been subject to an Option or a Stock
Grant.

                  4. Eligibility.

                  Those persons eligible to participate in the Plan shall be the
officers and other key management level employees of the Company and any of its
subsidiaries ("Eligible Employees"), including directors who are also officers
or key management level employees of the Company or any of its subsidiaries.
Incentive stock options, nonqualified stock options or Shares, or a combination
thereof, may be granted under the Plan to an Eligible Employee. In making any
determination as to whether a given employee shall receive a grant under the
Plan, and in determining the size and nature of any such grant, the Committee
shall take into account the duties of such employee, his/her past, present and
potential contributions to the success of the Company and its subsidiaries and
such other factors as the Committee shall deem relevant in accomplishing the
purposes of the Plan.

                  5. Grants, Terms and Conditions of Options.

                  From time to time until the expiration or earlier termination
of the Plan, the Committee may grant to Eligible Employees ("Optionees") under
the Plan such

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incentive and/or nonqualified stock options as it determines are warranted;
provided, however, that grants of incentive and nonqualified options shall be
separate and not in tandem. Options granted pursuant to the Plan shall be in
such form as the Committee, from time to time, shall approve, and shall be
subject to the following terms and conditions:

                  (a) Price. Except as provided in Subsection (k), the price per
Share under each Option granted under the Plan shall be determined and fixed by
the Committee in its discretion but shall not be less than the higher of one
hundred percent (100%) of the Fair Market Value of the Shares, or the par value
thereof, on the date of grant of such Option. As used in the Plan, the term
"Fair Market Value" shall mean: (i) if the principal market for the Shares is a
registered securities exchange, the mean between the highest and lowest quoted
selling prices of such Shares on the date of grant, or, if there are no such
reported sales on that date, then on the last previous date (within a reasonable
period prior to the date of grant) on which there were such reported sales; or
(ii) such other method of determining fair market value as shall be authorized
by the Code, or the rules or regulations thereunder, and adopted by the
Committee.

                  (b) Term. Subject to earlier termination as provided in
Subsections (c) through (g) below and in Section 8 hereof, and except as
otherwise provided in Subsection (k) below, the term of each Option shall not be
less than two (2) nor more than ten (10) years from the date of grant.

                  (c) Exercise and Payment. Options shall be exercisable in such
installments and on such dates, not less than one (1) year from the date of
grant, as the Committee may specify. Except as otherwise expressly provided in
the Plan, Options shall only be exercisable by an Optionee while he/she remains
in the employment of the Company or a subsidiary. Any Option Shares, the right
to the purchase of which has accrued, may be purchased at any time up to the
expiration or termination of the Option. Options may be exercised, in whole or
in part, from time to time, by giving written notice of exercise to the Company
at its principal office, specifying the number of Shares to be purchased and
accompanied by payment in full of the aggregate purchase price for such Shares.
Only full shares shall be issued and any fractional share which might otherwise
be issuable upon exercise of an Option granted hereunder shall be forfeited. The
purchase price shall be payable: (i) in cash or its equivalent; (ii) if the
Committee, in its discretion, permits, in whole or in part through the surrender
or delivery of Shares previously acquired by the Optionee (provided that if such
Shares are statutory option stock, as defined in Section 424(c)(3) of the Code,
such Shares have been held by the Optionee for a period not less than the
holding period described in Section 422(a)(1) or 423(a)(1) of the Code, as
applicable); (iii) if the Committee, in its discretion, permits, in whole or in
part through the surrender or delivery of Shares newly acquired by the Optionee
upon exercise of such Option (which surrender or delivery shall constitute a
disqualifying

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disposition in the case of an Option which is an incentive stock option); or
(iv) if and to the extent the Committee, in its discretion, permits, by
delivering a properly executed notice of exercise of the Option to the Company
and a broker, with irrevocable instructions to the broker promptly to deliver to
the Company the amount of sale or loan proceeds necessary to pay the exercise
price of the Option (the sale of Shares pursuant to such instructions shall
constitute a disqualifying disposition in the case of an Option which is an
incentive stock option). In the event such purchase price is paid, in whole or
in part, with Shares, the portion of the purchase price so paid shall be equal
to the Fair Market Value, on the date of exercise of the Option, of the Shares
surrendered or delivered in payment of such purchase price.

                  (d) Termination of Optionee's Employment. If an Optionee's
employment by the Company and its subsidiaries is terminated by either party for
any reason, with or without cause, other than by reason of death, disability, or
retirement (as provided in Subsections (e), (f) and (g) hereof) prior to the
expiration date of his/her Option, such Option shall terminate immediately upon
such termination of employment, provided that the Committee, in its discretion,
may extend the period for exercise following any such termination of employment,
to the extent of the number of Shares with respect to which the Optionee could
have exercised it on the date of such termination, for up to three (3) months,
but not beyond the expiration date of such Option. Notwithstanding the
foregoing, in the event an Optionee's employment is terminated as contemplated
in this Subsection and Options held by him/her have not yet become exercisable
in accordance with their terms, the Committee, in its discretion, may allow all
or a part of such Options to be exercised pursuant to this Subsection, provided
that such Options have been outstanding for at least one year at the time of the
Optionee's termination of employment. For the purposes of the Plan, a leave of
absence of one (1) year or less which has been expressly approved by the Board
shall not be deemed to constitute a termination of employment. A leave of
absence for longer than one (1) year shall be deemed to constitute a termination
of employment, unless the Committee otherwise determines.

                  (e) Death of Optionee. If an Optionee's employment is
terminated by reason of his/her death prior to the expiration of his/her Option,
or if an Optionee shall die following his/her termination of employment but
prior to the expiration date of his/her Option or expiration of the period
determined under Subsection (d), (f) or (g) hereof, if earlier, such Option may
be exercised, by the Optionee's estate, personal representative or beneficiary
who acquired the right to exercise such Option by bequest or inheritance or by
reason of the death of the Optionee, in whole or in part, but only to the extent
of the number of Shares with respect to which the Optionee could have exercised
it on the date of his/her death, at any time prior to the earlier of (i) one (1)
year following the date of the Optionee's death, or (ii) the expiration date of
such Option (which, in the case of death following a termination of employment
pursuant to Subsection (d), (f) or (g) hereof, shall be deemed to mean the
expiration of the exercise period determined thereunder). Notwithstanding the
foregoing, in the

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event that an Optionee's employment is terminated by his/her death and Options
held by him/her have not yet become exercisable in accordance with their terms,
the Committee, in its discretion, may allow all or a part of such Options to be
exercised pursuant to this Subsection, provided that such Options have been
outstanding for at least one (1) year at the time of the Optionee's death.

                  (f) Disability of Optionee. If an Optionee shall become
permanently and totally disabled (within the meaning of Section 22(e)(3) of the
Code) during his/her employment and his/her employment with the Company and its
subsidiaries is terminated as a consequence of such disability prior to the
expiration date of his/her Option, such Option may be exercised by the Optionee,
in whole or in part, but only to the extent of the number of Shares with respect
to which the Optionee could have exercised it on the date of such termination of
employment, at any time prior to the earlier of (i) one (1) year following the
date of the Optionee's termination of employment, or (ii) the expiration date of
such Option. Notwithstanding the foregoing, if at the time of termination of an
Optionee's employment due to disability, Options held by such Optionee have not
yet become exercisable in accordance with their terms, the Committee, in its
discretion may allow all or a part of such Options to be exercised pursuant to
this Subsection, provided that such Options have been outstanding for at least
one (1) year at the time of the Optionee's termination of employment.

                  (g) Retirement of Optionee. If an Optionee retires in
accordance with the retirement policy of the Company, or with the express
consent of the Board, prior to the expiration date of his/her Option, such
Option may be exercised by the Optionee, in whole or in part, but only to the
extent of the number of Shares with respect to which the Optionee could have
exercised it on the date of his/her retirement, at any time prior to the earlier
of (i) three (3) months after the date of retirement or (ii) the expiration date
specified in such Option. Notwithstanding the foregoing, the Committee may, in
its discretion, (x) extend the period for exercise following an Optionee's
retirement for up to nine (9) additional months, but not beyond the expiration
date of such Option, despite the fact that such an extension would prevent an
Option from qualifying as an incentive stock option under the Code and/or (y) in
the event that any Options held by a retiring Optionee have not yet become
exercisable in accordance with their terms, allow all or a part of such Options
to be exercised pursuant to this Subsection provided that such Options have been
outstanding for at least one year at the time of the Optionee's retirement.

                  (h) Transferability. No Option intended to be an incentive
stock option shall be assignable or transferable by an Optionee otherwise than
by will or by the laws of descent and distribution. Unless otherwise permitted
by the Committee, all other Options shall not be assignable or transferable by
an Optionee otherwise than by will or by the laws of descent and distribution.


                                       -5-


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                  A transferred Option shall continue to be subject to the same
terms and conditions as were applicable to such Option immediately prior to
transfer, and the Optionee shall remain subject to tax withholding under Section
5(m) with respect to such Option. The events of termination of employment of
Section 5 shall also continue to be applied with respect to the original
Optionee, following which events the transferred Option shall be exercisable by
the transferee only to the extent, and for the periods specified in, Sections
5(c), (d), (e), (f) and (g).

                  (i) Rights as a Stockholder. An Optionee shall have no rights
as a stockholder with respect to any Shares covered by his/her Option until the
issuance of a stock certificate to him/her representing such Shares.

                  (j) Sequential Exercise of Incentive Stock Options. No
incentive stock option granted under the Plan prior to January 1, 1987, shall be
exercisable while there is outstanding (within the meaning of Section 422A(c)(7)
of the Code as in effect prior to January 1, 1987) any other incentive stock
option which was granted before the granting of such incentive stock option to
the same Optionee to purchase Shares, or to purchase stock in a corporation
which (as the time of granting of such incentive stock option) was a Related
Corporation or to purchase stock in a predecessor corporation of the Company or
a Related Corporation. As used in the Plan, the term "Related Corporation" shall
mean a subsidiary or a corporate parent of the Company as defined in Section 424
of the Code.

                  (k) Ten Percent Shareholder. Notwithstanding any other
provision of the Plan, if an Eligible Employee owns more than ten percent (10%)
of the total combined voting power of all shares of stock of the Company or of a
Related Corporation at the time an incentive stock option is granted to such
Eligible Employee, the incentive stock option price shall not be less than one
hundred ten percent (110%) of the Fair Market Value of the optioned Shares on
the date the incentive stock option is granted, and such incentive stock option
by its terms shall not be exercisable after the expiration of five (5) years
from the date the incentive stock option is granted.

                  (l) Annual Limit on Grant of Incentive Stock Options.
Effective for options granted after December 31, 1986, the aggregate Fair Market
Value (determined as of the time an incentive stock option is granted) of the
Shares with respect to which incentive stock options are exercisable for the
first time during any calendar year (under this Plan and any other incentive
stock option plan of the Company or a Related Corporation) shall not exceed one
hundred thousand dollars ($100,000).

                  (m) Use of Shares to Satisfy Tax Obligation. When an Optionee
is required to pay to the Company or a Related Corporation an amount required to
be withheld under applicable federal, state or local income tax or similar laws
in connection with exercise of nonqualified stock options under the Plan, the
Committee

                                       -6-



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may, in its discretion and subject to such rules as it may adopt, permit the
Optionee to satisfy the obligation, in whole or in part, by electing to have the
Company withhold Shares (or by returning to the Company previously held Shares),
which shares shall be valued, for this purpose, at their Fair Market Value on
the date of exercise of the nonqualified stock option (or, if later, the date on
which the Optionee recognizes ordinary income with respect to such exercise). If
Shares acquired by exercise of an incentive stock option are used for such
purpose, and if the holding period requirements of Section 422(a)(1) of the Code
have not been met with respect to such Shares, the use of such Shares to satisfy
the withholding obligation will be a disqualifying disposition of such Shares.

                  (n) Option Agreement and Further Conditions. Each Optionee
shall enter into, and be bound by the terms of, a stock option agreement (the
"Option Agreement") which shall include or incorporate by reference the terms of
the Option and the Plan and which shall contain such other terms, conditions and
restrictions not inconsistent with the Plan (or, in the case of incentive stock
options, the provisions of Section 422(b) of the Code) as the Committee shall
determine. Without limiting the generality of the foregoing, the Committee, in
its discretion, may impose further conditions upon the exercisability of
Options, and restrictions on transferability and repurchase rights with respect
to Shares issued upon exercise of Options.

                  6. Terms and Conditions of Stock Grants.

                  From time to time until the expiration or earlier termination
of the Plan, the Committee may make such Stock Grants under the Plan to Eligible
Employees ("Grantees") as it determines are warranted. Stock Grants shall be
subject to the following terms and conditions:

                  (a) Vesting Period. The Committee shall establish one or more
vesting periods ("Vesting Periods") with respect to the Shares covered by a
Stock Grant. The length of such Vesting Period shall be within the discretion of
the Committee, except that (subject to Subsection (c) below and Section 8
hereof) such period or periods shall not be less than one (1) year nor more than
five (5) years from the date of grant. Subject to the provisions of this Section
6, Shares subject to a Stock Grant shall vest in the Grantee upon the expiration
of the Vesting Period with respect to such Shares.

                  (b) Bonus Payment. For so long as a Grantee's Stock Grant
remains outstanding and unvested, the Company shall pay to the Grantee a cash
bonus equal to the dividends which the Grantee would have received from the
Company had he/she actually held the Shares represented by the unvested portion
of his/her Stock Grant. Such payments shall be made within sixty (60) days
following the end of each fiscal quarter of the Company with respect to any
dividends which may have been paid by the Company on its Shares during such
quarter, and will constitute wages subject to withholding for Federal income tax
purposes.

                                       -7-



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                  (c) Termination.

                  (i) Death, Disability or Retirement. If, prior to the
expiration of the Vesting Period with respect to Shares subject to a Stock Grant
("Unvested Shares"), a Grantee's employment with the Company and its
subsidiaries is terminated by reason of his/her death, or by reason of his/her
disability or retirement (as provided in Sections 5(f) and (g) hereof,
respectively), then in each such case there shall immediately be vested in the
Grantee, or in his/her beneficiary or estate, that number of full Shares that
bears the same ratio to all the Grantee's Unvested Shares having the same
Vesting Period as the number of the days which have elapsed from the date of the
original Stock Grant of such Shares to the date of such termination of the
Grantee's employment bears to the total number of days in the Vesting Period
with respect to such Shares. [An example of the operation of the preceding
sentence is set forth in the Appendix to the Plan.] The remainder of the
Grantee's Stock Grant not vested pursuant to the preceding sentence immediately
shall terminate, except that the Committee, if it determines that the
circumstances warrant, may direct that all or a portion of such remaining
Unvested Shares also be vested in the Grantee, subject to such further terms and
conditions, if any, as the Committee may determine.

                  (ii) Other Terminations of Employment. If a Grantee's
employment is terminated for any reason other than his/her death, disability or
retirement as aforesaid, the unvested portion of the Grantee's Stock Grant
immediately shall terminate, except that the Committee, if it determines that
the circumstances warrant, may direct that all or a portion of the Grantee's
Unvested Shares be vested in the Grantee, subject to such further terms and
conditions, if any, as the Committee may determine.

                  (d) Delivery of Certificates. Upon the vesting of a Stock
Grant, the Company promptly shall issue certificates representing the vested
Shares to the Grantee or to his/her beneficiary or estate. Only full shares
shall be issued, and any fractional shares which might otherwise be issuable
pursuant to a Stock Grant shall be forfeited.

                  (e) Transferability. No Stock Grant shall be assignable or
transferable by a Grantee otherwise than by will or by the laws of descent and
distribution.

                  (f) Rights as a Stockholder. A Grantee shall have no rights as
a stockholder with respect to any Shares covered by a Stock Grant until the
issuance of a stock certificate to him/her representing such Shares.

                  (g) Use of Shares to Satisfy Tax Obligation. When a Grantee is
required to pay the Company or a Related Corporation an amount required to be
withheld under applicable federal, state or local income tax or similar laws in
connection with the vesting of a Stock Grant under this Plan, the Committee may,
in

                                       -8-


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its discretion and subject to such rules as it may adopt, permit the Grantee to
satisfy the obligation, in whole or in part, by electing to have the Company
withhold Shares (or by returning to the Company previously held Shares), which
Shares shall be valued, for this purpose, at their Fair Market Value on the date
of vesting of the Stock Grant (or, if later, the date on which the Grantee
recognizes ordinary income with respect to such Stock Grant). If Shares acquired
by the exercise of an incentive stock option are used for such purpose, and if
the holding period requirements of Section 422(a)(1) of the Code have not been
met with respect to such Shares, the use of such Shares to satisfy the
withholding obligation will be a disqualifying disposition of such Shares.

                  (h) Stock Grant Agreement. Each Grantee shall enter into, and
be bound by the terms of, a Stock Grant Agreement (the "Stock Grant Agreement")
which shall include or incorporate by reference the terms of the Stock Grant and
of the Plan and which shall contain such other terms, conditions and
restrictions not inconsistent with the Plan as the Committee shall determine.

                  7. Listing and Registration of Shares.

                  Each Option and each Stock Grant under the Plan shall be
subject to the requirement that, if at any time the Board shall determine, in
its discretion, that the listing, registration or qualification of the Shares
covered thereby upon any securities exchange or under the laws of any
jurisdiction, or the consent or approval of any regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such Option,
the making of such Stock Grant or the purchase or vesting of Shares thereunder,
then no such Option may be exercised in whole or in part and no certificate
representing Shares shall be issued pursuant to such Stock Grant unless and
until such listing, registration, qualification, consent or approval shall have
been effected or obtained, on conditions acceptable to the Board. Each Optionee
and Grantee, or his/her legal representative or beneficiaries, also may be
required to give satisfactory assurance that Shares purchased upon exercise of
an Option or received pursuant to a Stock Grant are being acquired for
investment and not with a view to distribution, and certificates representing
such Shares may be legended accordingly.

                  8. Adjustment Upon Changes in Capitalization, Mergers and
Other Events.

                  The number of Shares which may be issued under the Plan, as
stated in Section 3 hereof, and the number of Shares issuable upon exercise of
outstanding Options (as well as the exercise price per Share under such
outstanding Options) or issuable upon vesting of outstanding Stock Grants shall
be adjusted, as may be determined appropriate by the Committee (which
determination shall be subject to ratification by the Board), to reflect any
stock dividend, stock split, share combination, or similar change in the
capitalization of the Company.

                                       -9-




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                  In the event the Company is liquidated or a corporate
transaction described in Section 424(a) of the Code and the Treasury Regulations
issued thereunder (including, for example, a merger, consolidation, acquisition
of property or stock, separation or reorganization) occurs, each outstanding
Option and Stock Grant shall be assumed by the surviving or successor
corporation, if any; provided, however, that the Committee, in its discretion,
may terminate all or a portion of the outstanding Options and/or Stock Grants if
it determines that such termination would be in the best interests of the
Company. If the Committee decides to terminate an outstanding Option by reason
of such liquidation or corporate transaction, the Committee shall give the
holder thereof not less than twenty-one (21) days' prior notice of any such
termination, and such outstanding Option may be exercised up to, and including,
the date immediately preceding such termination, if the Option has not otherwise
expired, and if it is then exercisable under the Option Agreement. With respect
to any Option which has not yet become exercisable, the Committee also, in its
discretion, may allow an Optionee to exercise such Option in whole or in part
(if it has not otherwise terminated or expired). If the Committee decides to
terminate an outstanding Stock Grant by reason of such liquidation or corporate
transaction, the Stock Grant shall vest on such termination date to the same
extent as is provided in the first sentence of Section 6(c)(i) hereof. The
Committee, in its discretion, also immediately may vest all or a portion of the
remaining unvested Shares under any Stock Grant which is to be so determined.

                  The Committee further, in its discretion, may change the
number of Shares issuable upon exercise of outstanding Options (as well as the
exercise price per Share under such outstanding Options) and Shares covered by
outstanding Stock Grants to reflect any such corporate transaction, provided, in
the case of an incentive stock option, that any such change is made in
accordance with Section 424(a) of the Code and is excluded from the definition
of "modification" under Section 424(h) of the Code.

                  Notwithstanding any other provisions of the Plan, the
Committee, in its discretion, may accelerate, in whole or in part, the date on
which Options become exercisable and/or the vesting of any Stock Grant in the
event that the Committee determines that a change in control of the Company has
occurred or is likely to occur.

                  9. Amendment or Discontinuance of the Plan.

                  The Board, from time to time, may suspend or discontinue the
Plan or amend it, and the Committee may amend any outstanding Options and Stock
Grants, in any respect whatsoever; provided, however, that, without the approval
of the holders of at least a majority of the outstanding Shares of the Company:
(i) the class of individuals eligible to receive Options or Stock Grants shall
not be changed, (ii) the maximum number of Shares with respect to which grants
may be made under the Plan shall not be increased otherwise than as permitted
under Section 8 hereof, (iii) the

                                      -10-



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limitations on the price at which Options may be granted shall not be changed,
and (iv) the duration of the Plan, as specified in Section 12 hereof, shall not
be extended; and provided further, that no such suspension, discontinuance, or
amendment shall impair the rights of any holder of an outstanding Option or
Stock Grant without the consent of such holder.

                  10. Absence of Rights.

                  The recommendation or selection of an Eligible Employee as a
recipient of an Option or a Stock Grant under the Plan shall not entitle such
person to any Option or Stock Grant unless and until the grant actually has been
made by appropriate action of the Committee; and any such grant is subject to
the provisions of the Plan. Further, the granting of an Option or the making of
a Stock Grant to a person shall not entitle that person to continued employment
by the Company or its subsidiaries, and the Company shall have the absolute
right, in its discretion, to retire such person in accordance with its
retirement policies or otherwise to terminate his/her employment, whether or not
such termination may result in a partial or total termination of his/her Option
or of his/her Stock Grant.

                  11. Application of Funds.

                  The funds received by the Company upon the exercise of Options
and otherwise under the Plan shall be used for general corporate purposes.

                  12. Effective Date and Duration.

                  The Plan became effective on February 7, 1983. The Plan
terminated at 12:00 midnight on February 6, 1993, and no Options or Stock Grants
shall be granted or made thereafter. However, the termination of the Plan shall
not affect any Options or Stock Grants theretofore granted or made, which
Options and Stock Grants shall remain in effect in accordance with their terms
and the terms of the Plan.


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                                    APPENDIX

                          Accelerated Vesting Pursuant
                           to Section 6(c) of the Plan


                  Example: If a Stock Grant of 30,000 shares is made to a
Grantee on February 10, 1983 to vest in three annual increments of 10,000 Shares
each on February 10, 1984, 1985 and 1986, respectively, and if the Grantee,
while still an employee of the Company, should die on August 10, 1984, the
number of Shares vested would be 22,474, calculated as follows:

                  1. The 10,000 Share increment scheduled to vest on February
         10, 1984, would already have vested in full.

                  2. The 10,000 Share increment scheduled to vest on February
         10, 1985 would vest automatically as to 7,483 Shares (i.e., out of the
         total Vesting Period of 731 days with respect to such Shares, 547 days
         would have elapsed; 547/731 = .748290 x 10,000 Shares).

                  3. The 10,000 Share increment scheduled to vest on February
         10, 1986 would vest automatically as to 4,991 Shares (i.e., out of the
         total Vesting Period of 1,096 days with respect to such Shares 547 days
         would have elapsed; 547/1,096 = .499088 x 10,000 Shares = 4,991
         Shares).