THE INTERLAKE CORPORATION
                        1989 STOCK INCENTIVE PROGRAM
                         (As amended April 23, 1992)

  1. Purpose. The purpose of The Interlake Corporation 1989 Stock
Incentive Program (the "Program") is to attract and retain outstanding
individuals as directors, officers and employees of The Interlake
Corporation and its subsidiaries (the "Corporation") and to furnish
incentives for superior performance by providing such persons
opportunities ("Benefits") to acquire shares of The Interlake
Corporation's common stock, $1 par value, or any security into which such
shares may be changed by reason of any transaction or event of the type
described in Paragraph 15(a) hereof ("Common Stock"), on advantageous
terms as herein provided.

  2. Administration. The Program will be administered by the Compensation
Committee of the Board of Directors of The Interlake Corporation (the
"Committee"). The Committee shall consist of not less than three
non-employee directors as the Board may designate from time to time, all of
whom shall be "disinterested persons" within the meaning of Rule 16b-3
of the Securities and Exchange Commission.

  3. Participants. Outside Directors shall participate only to the extent
provided in Paragraphs 15(a), 17 and the Appendix. Other participants in
the Program will consist of such officers or key employees of the
Corporation (or any person who has agreed to commence serving in any of
such capacities within 90 days following the granting of Benefits to such
person) as the Committee in its sole discretion may designate from time
to time to receive Benefits hereunder. The Committee's designation of a
participant at any time shall not require the Committee to designate such
person to receive a Benefit at any other time, or, if so designated, to
receive the same type or amount of Benefit at any other time, or as may
be received by any other participant at any time. The Committee shall
consider such factors as it deems pertinent in selecting participants and
in determining the type and amount of their respective Benefits.

  4. Types of Benefits. Benefits under the Program may be granted in any
one or a combination of (a) Stock Options, (b) Stock Awards, and (c) Shares in
Lieu of Certain Cash Payments, all as described below in Paragraphs 6 through 9
hereof.

  5. Shares Reserved Under the Program. There is hereby reserved for
issuance under the Program an aggregate of 1,600,000 shares of Common
Stock, subject to adjustment in accordance with the provisions of
Paragraph 15(a) hereof. Such shares may be shares of original issuance
or treasury shares or a combination thereof. If there is a lapse,
expiration, termination or cancellation of any Stock Option prior to the
exercise thereof, or if shares are issued as a Stock Award and thereafter
are reacquired by the Corporation pursuant to rights reserved upon issuance
thereof, such shares may again be used for new Benefits authorized under
the Program.

6. Definitions. As used in the Program,

  (a) The term "Date of Grant" means the date specified by the Committee on
which a grant of a Stock Option, Shares in Lieu of Certain Cash Payments,
or a Stock Award shall become effective (which date shall not be earlier than
the date on which the Committee takes action with respect thereto).

  (b) The term "Shares in Lieu of Certain Cash Payments" means shares of
Common Stock granted pursuant to Paragraph 9 hereof.

  (c) The term "Market Value per Share" means, at any date, the average of
the high and low price of the Common Stock on that date (or, if there are
no sales on that date, the last preceding date on which there was a sale)
on the New York Stock Exchange Composite Transactions as reported by The
Wall Street Journal, corrected for reporting errors.

  (d) The term "Optionee" means the optionee named n an agreement
evidencing an outstanding Stock Option.

  (e) The term "Option Price" means the purchase price per share payable
on exercise of an Option Right.

  (f) The term "Outside Director" means a director of The Interlake
Corporation who is not an officer or employee of the Corporation. If a
director ceases to be an officer or employee of the Corporation but
continues to be a director, he shall thereupon become an Outside Director.

  (g) The term "Stock Award" means an award of shares of Common Stock
granted pursuant to Paragraph 8 of the Program.

  (h) The term "Stock Option" means an option to purchase Common Stock
granted pursuant to Paragraph 7 of the Program.

  7. Stock Options. The Committee may, from time to time and upon such
terms and conditions as it may determine, authorize the granting to participants
of options to purchase shares of Common Stock. Each such grant may utilize any
or all the authorizations, and shall be subject to all of the limitations,
contained in the following provisions:

  (a) Each grant shall specify the number of shares of Common Stock to
which it pertains.

  (b) Each grant shall specify an Option Price not less than the Market
Value per Share on the Date of Grant.

   (c) Each grant shall specify that the Option Price shall be payable at
the time of exercise in cash or by check acceptable to the Corporation.
Any grant may also provide for payment of the Option Price by the
transfer to the Corporation of (i) shares of Common Stock having a value
at the time of exercise equal to the total Option Price or (ii) a
combination of cash and shares of Common Stock having a combined value
equal to the total Option Price.

  (d) Successive grants may be made to the same participant whether or
not any Stock Options previously granted to such participant remain
unexercised.

  (e) Each grant shall specify the period or periods of continuous
employment by the Optionee with the Corporation which is necessary before
a Stock Option or any installment thereof will become exercisable. The
Committee shall have authority to cause a grant to provide that the
exercise of a Stock Option or any installment thereof will be accelerated
for any reason stated therein.

  (f) Stock Options granted under the Program may be (i) options which are
intended to qualify under particular provisions of the Internal Revenue
Code of 1986, as in effect from time to time ("Code"),(ii) options which are not
intended to so qualify, or (iii) combinations of the foregoing.

  (g) No Stock Option shall be exercisable more than ten years from the
Date of Grant.

  (h) No Stock Option shall be granted November 20, 1999.

  (i) Each grant of Stock Options shall be evidenced by an agreement
executed on behalf of the Corporation by an officer thereof and
delivered to the Optionee and containing such terms and provisions,
consistent with the Program, as the Committee approve.

  8.  Stock Awards. The Committee may from time to time and upon such terms
and conditions as it may determine, authorize the granting to participants
of Stock Awards. A Stock Award shall be a right of the participant to
receive from the Corporation a number of shares of Common Stock of The
Interlake Corporation specified by the Committee, without monetary
consideration. Each grant may utilize any or all of the authorizations, and
shall be subject to all of the limitations, contained in the following
provisions:

  (a) Each such grant shall specify the number of shares of Common Stock
to which it relates.

  (b) Each such grant shall be subject to such conditions, limitations,
restrictions and other matters, and shall be subject to forfeiture or
lapse in such circumstances, as the Committee may prescribe; provided,
however, that all or a portion of the shares of Common Stock covered by
such grant shall be subject, for a period to be determined by the
Committee at the Date of Grant, to a substantial risk of forfeiture
within the meaning of Section 83 of the Code or any successor or
substitute provision thereof and of the regulations issued thereunder.
The Committee shall have authority to cause a grant of Stock Award to
provide that such Stock Award or any installment thereof will be
accelerated for any reason stated therein.

  (c) Each such grant shall specify the time or times at which the Common
Stock covered by such grant shall be delivered to the participant.

  (d) Each such grant shall specify that the Committee may at any time
amend, suspend or terminate the Stock Award covered thereby, provided
that, in the case of an amendment, the amended Stock Award shall conform
to the provisions of the Program.

  (e) Each grant of a Stock Award shall be evidenced by a written
notification executed on behalf of the Corporation by an officer thereof
and delivered to and accepted by the participant, which notification
shall describe the Stock Award, state that the same is subject to all of
the terms and conditions of the Program, and contain such other terms and
provisions, consistent with the Program, as the Committee may approve.

  9. Shares in Lieu of Certain Cash Payments. The Committee may also
authorize the granting of shares of Common Stock in lieu of cash which would
otherwise be payable as a bonus, pursuant to any incentive compensation plan or
otherwise, to officers and key employees of the Corporation. Each such
grant may utilize any or all of the authorizations, and shall be subject
to all of the limitations, contained in the following provisions:

  (a) The proportion of any such bonus to be paid in shares of Common
Stock shall be as determined by the Committee.

  (b) The number of whole shares to be delivered in lieu of cash shall
be determined by dividing the value of the portion of the bonus to be
paid in shares of Common Stock by the Market Value per Share as of a date
selected by the Committee. The value of fractional shares shall be added
to the cash portion of the bonus.

  (c) None of the shares of Common Stock granted pursuant to this
Paragraph 9 shall be subject to a substantial risk of forfeiture within
the meaning of Section 83 of the Code or any successor or substitute
provision thereof and of the regulations issued thereunder.

  (d) Each grant of shares in lieu of cash payments shall be evidenced
by a written notification executed on behalf of the Corporation by an
officer thereof and delivered to the participant.

  (e) Except to the extent provided in this Paragraph 9, no cash bonus,
whether payable pursuant to an incentive compensation plan or otherwise,
shall constitute a part of the Program or be affected by the Program.

  10. Limitation on Transferability. No Stock Option or share of Common
Stock which is subject to forfeiture or other restriction of the kind
described in Paragraph 8(b) shall be transferable otherwise than by will
or the laws of descent and distribution, and any such Benefit shall be
exercisable during the lifetime of the participant to whom such Benefit
has been granted only by him or by his guardian or legal representative,
and after such participant's death shall be exercisable only by his legal
representative.

  11. Other Provisions. The award of any Benefit under the Program may also
be subject to other provisions (whether or not applicable to the Benefit
awarded to any other participant) as the Committee determines appropriate,
including, without-t limitation, restrictions on resale or other
disposition, such provisions as may be appropriate to comply with federal and
state securities laws and stock exchange requirements, and understandings or
conditions as to the participant's employment, in addition to those
specifically  provided for under the Program.

  12. Manner of Action by the Corporation. The Secretary of The Interlake
Corporation (or such other officer as the Chief Executive Officer of The
Interlake Corporation may from time to time designate) shall supervise
the maintenance of records for all participants in the Program. Any
determination of such officer, if approved by the Committee, shall be
binding and conclusive for all purposes.

  13. Taxes. The Corporation shall be entitled if necessary or desirable
to withhold, or secure payment from the participant in lieu of
withholding, the amount of any local, state or federal withholding or
other tax due from the Corporation attributable to any shares deliverable
under the Program after giving the person entitled to receive such amount
of shares notice as far in advance as reasonably practicable, and the
Corporation may defer making delivery if any such tax may be pending
unless and until indemnified to its satisfaction.

  14. Tenure. A participant's right, if any, to continue to serve the
Corporation as an officer or employee shall not be enlarged or otherwise
affected by the establishment of the Program or his designation as a
participant.

  15. Adjustment Provisions. (a) The Committee shall make or provide for
such adjustments in the number of shares of Common Stock covered by
outstanding Stock Options granted hereunder, in the Option Price
applicable to such Stock Options, and in the kind of securities covered
thereby, as the Committee in its sole discretion, exercised in good
faith, determines is equitably required to prevent dilution or
enlargement of the rights of Optionees that otherwise would result from
(a) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the
Corporation, or (b) any merger, consolidation, spin-off, reorganization,
partial or complete liquidation, repurchase or exchange of shares,
issuance of rights or warrants to purchase securities, or (c) any other
corporate transaction or event having an effect similar to any of the
foregoing. The Committee shall also make or provide for such adjustments
in the number of shares reserved for issuance as specified in Paragraph
5 of the Program as the Committee in its sole discretion, exercised in
good faith, determines is appropriate to reflect any transaction or event
described in the preceding sentence.

  (b) Notwithstanding any other provision of the Program, and without
affecting the number of shares reserved or available hereunder, the
Committee may authorize the issuance or assumption of Benefits in connection
with any merger, consolidation, acquisition of property or stock, or
reorganization appropriate.

  16. Amendment and Termination of Benefits and the Program.  (a) The
Committee may amend the Program from time to time or terminate the Program at
any time. However, except for adjustments expressly provided for herein, no
amendment may increase the number of shares issuable under the Program or
change the class of persons eligible, as defined in Paragraph 3 hereof, to
participate in the Program. No Benefit shall be granted pursuant to the Program
after November 20, 1999.

  (b) The Committee may, with the concurrence of the affected Optionee,
amend or cancel any agreement evidencing Stock Options granted under this
Plan. In the event of cancellation, the Committee may authorize the
granting of new Stock Options (which may or may not cover the same number
of shares which had been the subject of the prior agreement) in such
manner, at such Option Price, and subject to the same terms, conditions and
discretions, as under the Program would have been applicable had the
cancelled Stock Options not been granted.

  (c) In case of termination of employment by reason of death, disability
or retirement under a retirement plan of the Corporation of a participant
who holds a Stock Option not immediately exercisable in full, or any Stock
Award as to which a condition, limitation, restriction or substantial risk
of forfeiture has not lapsed, the Committee may, in its sole discretion,
accelerate the time at which such Stock Option may be exercised or the time
at which such condition, limitation, restriction or substantial risk of
forfeiture will lapse.

  17. Grant of Stock Awards to Outside Directors. Upon approval of the
Program by a majority of the outstanding shares of The Interlake Corporation
present or represented at the 1990 Annual Meeting of Shareholders, or any
adjournment or adjournments thereof, each director of The Interlake Corporation
who is then an Outside Director (collectively, "Current Outside Directors")
shall be granted a stock award, substantially as set forth in the Appendix
attached hereto and made a part hereof, A person who thereafter becomes an
Outside Director ("New Outside Director") will, upon becoming an outside
Director, receive a stock award consisting of (i) a pro-rata number of shares to
be earned out by Current Outside Directors (in the absence of any forfeitures)
in the April-to-April year in which the New Outside Director first becomes
an Outside Director and (ii) the number of shares to be earned out by Current
Outside Directors (in the absence of any forfeitures) immediately prior to
the date duly established for each of The Interlake Corporation's annual
meetings of shareholders to be held in each succeeding year through 1995. The
number of shares granted to each New Outside Director shall be adjusted so as to
equitably give effect to any dividend paid in common stock or other event
described in Paragraph 15(a) hereof.

  18. Effective Date. The Program shall become effective on November 21,
1989. If the Program is not approved by the affirmative vote of a majority
of the shares present or represented and entitled to vote at the 1990
Annual Meeting of Shareholders of The Interlake Corporation (or any
adjournment thereof), any Benefits theretofore granted pursuant to the
Program shall be forfeited, notwithstanding any other provision of the
Program or notification or agreement issued thereunder.