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                                                                   EXHIBIT 10.33

             ATALANTA/SOSNOFF CAPITAL CORPORATION (AND SUBSIDIARIES)
                              AMENDED AND RESTATED
                            MANAGEMENT INCENTIVE PLAN
                                     FOR THE
                       FIVE YEARS ENDING DECEMBER 31, 2003

      WHEREAS, in December 1992, the Board of Directors of Atalanta/Sosnoff
Capital Corporation and its direct and indirect subsidiaries (the "Company")
adopted a Management Incentive Plan (the "Original Plan") effective January 1,
1993 for the senior executive officers of the Company and identified the
participants therein for the three years ended December 31, 1995, subject to,
and upon the recommendation and approval of, the Compensation Committee (the
"Committee") of the Board of Directors, composed of the then two non-employee
directors, Messrs. Kenneth H. Iscol and Thurston Twigg-Smith, (the "Outside
Directors") and Martin T. Sosnoff, Chairman of the Board;

      WHEREAS, the Compensation Committee duly recommended and approved the
Original Plan in January 1993 and reported its recommendation and approval of
the Original Plan to the stockholders of the Company in its Report included in
the proxy statement of the Company furnished to stockholders in connection with
the 1993 Annual Meeting of Stockholders of the Company and the Company described
the Original Plan in that proxy statement;

      WHEREAS, subsequent to the adoption by the Board and the approval by the
Committee of the Original Plan, the Omnibus Budget Reconciliation Act of 1993
(the "Act") became law. Effective for fiscal years beginning on or after January
1, 1994, the Act denies deductions for federal income tax purposes for
compensation in excess of $1,000,000 per year to the chief executive officer and
to any of the four other most highly compensated officers, unless such
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compensation is excluded from the deduction limitation. Compensation under the
Original Plan was excluded from the deduction limitation since (i) the
performance goals were established by a compensation committee consisting solely
of two or more outside directors (a Compensation Sub-Committee was established
for that purpose (the "Compensation Sub-Committee")), (ii) the material terms
under which the compensation was to be paid, including the performance goals,
were disclosed to and approved by stockholders of the Company in a separate
vote, and (iii) prior to payment, the Compensation Sub-Committee certified that
the performance goals and any other material terms were in fact satisfied. The
Act also provides that stockholder approval and certification by the
Compensation Sub-Committee as described above must be made conditions to the
right of the executive to receive the performance based compensation. To comply
with the provisions of the Act to qualify the compensation payable to certain
executives under the Management Incentive Plan as performance based compensation
eligible for exclusion from the deduction limit, the Management Incentive Plan
as amended and restated was submitted to the stockholders for approval at the
1994 Annual Meeting of Stockholders. Consistent with the Act, the approval by
stockholders and certification by the Compensation Sub-Committee were made
conditions to the rights of a participant to receive any benefits under the
Management Incentive Plan with respect to fiscal years of the Company beginning
after December 31, 1993;

      WHEREAS, subsequent to its initial restatement, pursuant to its
recommendation and adoption by the Compensation Sub-Committee and the approval
of the Board of Directors, subject to stockholder approval, the Original Plan
was amended on July 29, 1996 (the "First Amendment") to change the method of
allocating Bonuses from the Annual Award Pool and the identity of the
Participants therein for the three years ended December 31, 1998 and the First

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Amendment was duly approved by stockholders at the 1996 Annual Meeting of
Stockholders;

      WHEREAS, pursuant to its recommendation and adoption by the Compensation
Sub-Committee and the approval of the Board of Directors on March 10, 1999 and,
subject to stockholder approval received at the 1999 Annual Meeting of
Stockholders, the Original Plan, as restated, and as amended by the First
Amendment, was amended and restated by the Second Amendment for the five years
ending December 31, 2003.

      WHEREAS, pursuant to its recommendation and adoption by the Compensation
Sub-Committee and the approval of the Board of Directors of the Company on
February 9, 2000 and, subject to stockholder approval to be sought at the 2000
Annual Meeting of Stockholders, the Original Plan, as restated, and as
previously amended by the First and Second Amendments, has been amended and
restated as provided herein for the five years ended December 31, 2003. (The
Original Plan as previously restated, and as amended by the First and Second
Amendments and, as amended and restated as provided herein is referred to herein
as the "Plan".);

      WHEREAS, the purpose of setting forth the Plan herein is to confirm the
terms of the Plan as adopted by the Board of Directors and recommended and
approved by the Compensation Sub-Committee for the five years ending December
31, 2003; and

      WHEREAS, a Compensation Sub-Committee of the Compensation Committee
consisting of two outside directors has established the performance goals set
forth in the Plan, and has approved and adopted the Plan and recommended its
approval by the stockholders of the Company.

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      Section 1. Purpose. The purpose of the Company's Plan is to provide a
stimulus to Participants to a continuing high level of commitment to further
improvement in the financial performance of the Company by giving them a direct
interest in the financial performance of the Company through basing incentive
compensation on exceeding base year adjusted operating earnings and relevant
benchmarks in investment performance. There are hereby established under the
Plan an Operating Earnings Component and an Investment Performance Component of
the Plan.

      Section 2. Term. Subject to stockholder approval, pursuant to Section 10,
the Plan shall be effective as of January 1, 1999 (the "Effective Date"), except
as otherwise set forth herein, and shall be applicable for each of the five
fiscal years of the Company during the period ending December 31, 2003, unless
amended or terminated by the Company pursuant to Section 9.

      Section 3. Coverage. For purposes of the Plan, the term "Participant"
shall include the senior executive officers of the Company serving as such at
any time during the fiscal year who are selected by the Compensation
Sub-Committee. As used herein, the term "Company" includes both the Company and
its direct and indirect subsidiaries, unless the context otherwise requires. The
Participants for the five fiscal years during the period ending December 31,
2003 were determined by the Compensation Sub-Committee and have been approved by
the Board of Directors and stockholders of the Company and their names and
titles and the Annual Award Pool in which they participate, and the inception
date thereof, are set forth on Exhibit A annexed hereto.

      Section 4.  Annual Award Pool.

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      4.1. For each fiscal year of the Company, each Participant shall be
entitled to receive a bonus award (a "Bonus") payable from an annual award pool
in which he participates, in an amount determined as provided in Section 5. For
each fiscal year, each Participant who was not a full year Participant shall be
entitled to a Bonus for such fiscal year to the extent set forth in Section 5.2
hereof. The annual award pools (each an "Annual Award Pool") shall consist of an
Operating Earnings Pool (the "Earnings Pool") in the Operating Earnings
Component of the Plan and two pools: an Investment Performance Pool (the
"Performance Pool") measured by the investment performance of the Company's
proprietary accounts, and a Sabre Pool (the "Sabre Pool") measured by the
Company's earnings from the management of Sabre Partners, L.P. and by the
performance of the Company's investment in that partnership in the Investment
Performance Component of the Plan.

      4.2. The Earnings Pool, the Performance Pool and the Sabre Pool for each
fiscal year shall be determined and paid as soon as practicable after the end of
such fiscal year of the Company and in no event later than 45 days thereafter
and shall be an amount determined as follows:

           (a)   The Earnings Pool

                 (i) If the Company's Adjusted Operating Earnings as defined in
Section 4.2(a)(iii) hereof for the fiscal year in which an Earnings Pool is to
be computed hereunder (the "Computation Year") exceeds the level of Adjusted
Operated Earnings achieved in fiscal year 1998 of $5,996,000 (the "Base Year"),
then subject to the limitation set forth in subsection (ii) hereof, the Earnings
Pool shall be an amount equal to the positive difference, if any, between
Adjusted Operating Earnings in the Computation Year and the Base Year

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multiplied by fifty percent (50%).

                 (ii) In no event shall the Earnings Pool as determined in
accordance with subsection (a) hereof exceed an amount which when subtracted
from the consolidated earnings of the Company would result in the reduction of
net earnings per share by more than ten percent 10%.

                 (iii) For purposes of this Plan, the "Adjusted Operating
Earnings" for a fiscal year shall be the consolidated operating earnings of the
Company and its subsidiaries, determined in accordance with generally accepted
accounting principles, plus amounts paid or accrued with respect to amounts
payable (A) under the Restricted Stock Bonus Plan of the Company, (B) under the
1996 Long Term Incentive Plan of the Company, (C) under this Plan, (D) as a
result of acquisitions, and (E) such other amounts paid, payable, accrued and/or
chargeable to operating income as the Sub-Committee shall determine in its
discretion should not be deducted from revenues for purposes of the Plan. By way
of example, but not limitation, the Sub-Committee has determined that amounts
chargeable to compensation expense in the acquisition of the business of William
M. Knobler should be added as an adjustment to operating earnings for purposes
of the Plan.

            (b)  The Performance Pool

                 (i) The Performance Pool for each fiscal year (a "Computation
Year") during which the Plan is in effect shall be computed by determining the
investment performance of the Company's proprietary accounts, consisting of
cash, cash equivalents, investments at market and investments in Company
sponsored investment companies and limited partnerships (referred to herein as
the "Account") in such Computation Year and comparing it to the

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performance of the Standard & Poors 500 Index (the "Benchmark") for such
Computation Year. The Investment Pool shall be an amount equal to twenty percent
(20%) of the positive difference, if any, by which the investment performance of
the Account in any Computation Year exceeds the Benchmark, multiplied by the
average market value of the Account during such Computation Year, provided,
however, that no amount shall be credited to the Performance Pool unless the
investment performance of the Account is positive. By way of example of the
foregoing, if (A) the Account had an average market value of $100 million during
the Computation Year, (B) the investment performance of the Account was 10%, and
(C) the Benchmark's performance was 8% in the Computation Year, then the
positive difference of 2% in performance would be multiplied by 20% and the
product of 0.4% would be multiplied by the average market value of the Account
during the Computation Year, resulting in a Performance Pool of $400,000.

                 (ii) In no event shall the Performance Pool, as determined in
accordance with subsection (b) hereof, considered separately from the Earnings
Pool and without aggregation with it, exceed an amount which when subtracted
from the consolidated earnings of the Company would result in the reduction of
net earnings per share by more than ten percent (10%).

            (c)  The Sabre Pool

                 (i) The Sabre Pool for each fiscal year (a "Computation Year")
during which the Plan is in effect shall be based upon the pre-tax operating
earnings of Sabre Partners, L.P. and the performance of the Company's investment
in the Partnership and shall be computed by determining:

                     (A) the investment performance of the Company's investment
in

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the Partnership (the "Sabre Account") in such Computation Year and comparing
it to the performance of the Standard & Poors 500 Index (the "Benchmark") for
such Computation Year. The Sabre Pool shall be credited with an amount equal to
twenty percent (20%) of the positive difference, if any, by which the investment
performance of the Sabre Account in any Computation Year exceeds the Benchmark,
multiplied by the average market value of the Account during such Computation
Year, provided, however, that no amount shall be credited to the Sabre Pool
unless the investment performance of the Account is positive. By way of example
of the foregoing, if (x) the Sabre Account had an average market value of $25
million during the Computation Year, (y) the investment performance of the
Account was 30%, and (z) the Benchmark's performance was 20% in the Computation
Year, then the positive difference of 10% in performance would be multiplied by
20% and the product of 2.0% would be multiplied by the average market value of
the Sabre Account during the Computation Year, resulting in a performance Pool
of $500,000

                     (B) the pre-tax operating profits earned by the Company
(the "Net Profit") (exclusive of any income earned on its investment in the
Partnership) in such Computation Year and multiplying the Net Profit by fifty
percent. The product of such calculation shall be credited to the Sabre Pool,
and

                     (C) the sum of the amounts credited to the Sabre Pool
pursuant to subparagraphs (A) and (B) of this subsection (c) of Section 4 hereof
which shall constitute the Sabre Pool for the Computation Year.

                 (ii) In no event shall the Sabre Pool, as determined in
accordance with subsection (c), paragraph (i) hereof, considered separately from
the Earnings Pool and

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Performance Pool and without aggregation with them, exceed an amount which when
subtracted from the consolidated earnings of the Company would result in the
reduction of Net Earnings per share by more than ten percent (10%).

      Section 5.  Allocations.

      5.1. A Bonus shall be allocated to each Participant from the Annual Award
Pool in which he participates in the percentages assigned to such Participant in
Exhibit A.

      5.2. Notwithstanding anything in this Plan to the contrary, any
Participant who ceases to be an employee of the Company for any reason (other
than death or disability) prior to the end of a fiscal year shall not be
entitled to a Bonus with respect to such year. If such Participant ceased to be
an employee of the Company by reason of death or disability prior to fiscal
year-end then a Bonus shall be allocated to such Participant for the full fiscal
year.

      5.3. The Compensation Sub-Committee may elect as to any or all of the
Participants to pay to any such Participant a portion of such Participant's
Bonus in shares of Common Stock, par value $.01 per share, of the Company valued
by the Compensation Sub-Committee as it shall determine in its discretion based
on the market value at the date of the issuance of such stock to such
Participant, the average market value thereof for an appropriate period prior to
such issuance, and taking into account, as it shall deem appropriate, the
non-marketability, of such stock or book value as determined in accordance with
generally accepted accounting principles, at the time of issuance provided,
however, that any proposed discount from market value for the Common Stock as so
determined to take account of such non-marketability, resulting in an increase
in the number of shares of the Common Stock issuable to any such Participant
shall not be taken if, upon advice of counsel, the Compensation Sub-Committee
determines that such

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discount would constitute an impermissible exercise of discretion by the
Compensation Sub-Committee increasing any such Participant's Bonus and resulting
in any portion of such Participant's compensation under the Plan not being
qualified performance based compensation deductible by the Company for federal
income tax purposes under Section 162(m) of the Internal Revenue Code of 1986,
as amended. In no event shall Company Common Stock issued to any such
Participant as so valued represent more than 25% of the value of such
Participant's Bonus for any fiscal year. The Participant shall acknowledge that
the disposition of any Common Stock awarded as a Bonus is subject to restriction
under federal and state securities laws and shall agree to such other
restrictions as the Compensation Sub-Committee may impose as a condition to the
issuance of such stock. The Compensation Sub-Committee may determine that
payment of a portion of the Bonuses shall be deferred, the periods of such
deferrals and the interest, if any, to be paid in respect to deferred payments.
The Compensation Sub-Committee may also define such other conditions of payment
of Bonuses as it may deem desirable in carrying out the purposes of the Plan.
Any Participant, prior to December 1 of any Computation Year, may elect to defer
receipt of his Bonus for such period, not exceeding ten years, as he shall
determine.

      5.4 The aggregate Bonuses awarded for any year shall not exceed the
applicable Annual Award Pool for such year, including amounts awarded to
Participants who were not employees of the Company for the entire fiscal year.
In any fiscal year, any balance in any Annual Award Pool attributable to a
forfeiture of Bonus under Section 5.3 as a result of a Participant ceasing to be
an employee during such year (collectively, "Unawarded Bonuses"), or any portion
thereof, shall be distributed among all remaining Participants in proportion to
their respective shares.

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      Section 6. Administration and Interpretation. The Plan shall be
administered by the Compensation Sub-Committee, which shall have the sole
authority to make rules and regulations for the administration of the Plan. The
interpretations and decisions of the Compensation Sub-Committee with regard to
the Plan shall be final and conclusive. The Compensation Sub-Committee may
request advice or assistance or employ such persons (including, without
limitation, legal counsel and accountants) as it deems necessary for the proper
administration of the Plan.

      Section 7. Administrative Expenses. Any expense incurred in the
administration of the Plan shall be borne by the Company out of its general
funds and not charged against the Annual Award Pool, except insofar as such
expenses shall be taken into account in determining Adjusted Operating Earnings
hereunder.

      Section 8. Amendment or Termination.

            (a) The Compensation Sub-Committee of the Company may from time to
time amend the Plan in any respect or terminate the Plan in whole or in part
(and shall terminate the Plan upon the happening of an event described in
subsection (b) hereof), provided, however, that no such action shall
retroactively impair or otherwise adversely affect the rights of any Participant
to benefits under the Plan which have accrued prior to the date of such action
and, provided, further, that no amendment to the Plan shall effect a change in
the material terms thereof which would result in any portion of a Bonus made
hereunder not being deductible for federal income tax purposes under Section
162(m) of the Internal Revenue Code of 1986, as amended.

            (b) The Plan shall be terminated upon a "change in control" as
defined herein.

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For the purposes hereof a change in control shall mean:

                 (i) a change in the majority of the Board of Directors so that
a majority of its members are comprised of persons not nominated by existing
members of the Board of Directors;

                 (ii) consummation of a transaction or series of transactions
as a result of which persons who currently own 50% of the outstanding common
stock of the Company cease to own 50% thereof; or

                 (iii) the Company shall cease to have a class of equity
securities registered pursuant to Sections 12(b) or 12(g) of the Securities
Exchange Act of 1934, as amended.

      Section 9. No Assignment. The rights of a Participant hereunder, including
without limitation the right to receive a Bonus, shall not be sold, assigned,
transferred, encumbered or hypothecated by a Participant (except by testamentary
disposition or intestate succession), and during the lifetime of any recipient
any payment of a Bonus shall be payable only to such recipient.

      Section 10. Stockholder Approval. This Plan shall be subject to approval
by an affirmative vote of the stockholders of the Company holding a majority of
the Common Stock of the Company outstanding at the 2000 Annual Meeting of
Stockholders with respect to all Bonuses accrued on or after January 1, 2000,
and such stockholder approval shall be a condition to the right of a Participant
to receive any such Bonus hereunder.

      Section 11. Certification by Compensation Sub-Committee. As a condition to
the right of a Participant to receive any Bonus under this Plan for fiscal years
beginning after

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December 31, 1998 the Compensation Sub-Committee shall first be required to
certify, by written resolution of the Compensation Sub-Committee or other
appropriate written certification, that the performance goals set forth in
Section 4.2 have been satisfied and that the applicable Annual Award Pool and
the Bonus for each Participant has been accurately determined in accordance with
the provisions of this Plan.

      Section 12. No Preclusion. Nothing in the Plan shall preclude the Board of
Directors of the Company, or any Committee or Sub-Committee of the Board
thereunto duly authorized, where circumstances warrant, from making
discretionary bonus payments to any of the Participants or to any other employee
of the Company, not made pursuant hereto.

Date Adopted:           February 9, 2000
Date Approved
by Stockholders:        ______________