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                                                                   Exhibit 10.27
                      ATALANTA/SOSNOFF CAPITAL CORPORATION
                               (and Subsidiaries)

                                 1996 LONG TERM
                                 INCENTIVE PLAN

I.   Purpose

     The purpose of the Atalanta/Sosnoff 1996 Long-Term Incentive Plan (the
"Plan") is to attract and retain and provide incentives to employees, officers
and directors and consultants of the Corporation and its subsidiaries and to
thereby increase stockholder value. The Plan generally provides for the granting
of stock, restricted stocks, stock options, stock appreciation rights, or other
stock based awards, or any combination of the foregoing to the eligible
participants.

II.  Definitions

     (a) "Award" includes, without limitation, stock options (including
incentive stock options within the meaning of Section 422(b) of the Code) with
or without stock appreciation rights, dividend equivalent rights, stock awards,
restricted stock awards, or other awards that are valued in whole or in part by
reference to, or are other wise based on, the Common Stock ("other Common
Stock-based Awards"), all on a stand alone, combination or tandem basis, as
described in or granted under this Plan.

     (b) "Award Agreement" means a written agreement setting forth the terms and
conditions of each Award made under this Plan.

     (c) "Board" means the Board of Directors of the Corporation.


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

     (e) "Committee" means the Compensation and Stock Option Committee of the
Board or such other committee of the Board as may be designated by the Board
from time to time to administer this Plan. In those instances involving
Committee consideration, including approval, of transactions that involve a
grant, award or acquisition from the Company under the Plan, where in order to
secure the benefit of the exemption granted by Rule 16-b-3 promulgated under the
Exchange Act it is required that Committee action only be taken by "Non-Employee
Directors", as that term is defined under such Rule, or where in order to have
compensation treated as "qualified performance-based compensation" pursuant to
Section 162(m) of the Code, Committee action may only be taken by "Outside
Directors", only the Non-Employee Directors or Outside Directors, as the case
may be, shall participate in such consideration or approval and all other
Committee members shall not be deemed members of the Committee in such
instances.

     (f) "Common Stock" means the Common Stock, par value $.O1 per share, of the
Corporation.

     (g) "Corporation" means Atalanta/Sosnoff Capital Corporation, a Delaware
corporation.

     (h) `Employee" means an employee of the Corporation or a Subsidiary.

     (i) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (j) "Fair Market Value" means the closing sale price for the Common Stock
as quoted on The New York Stock Exchange, Inc. on the relevant valuation date
or, if there were no sales on the valuation date, on the next preceding date on
which such closing sales price was recorded; provided, however, that the
Committee may specify some other definition of Fair Market Value with respect to
any particular Award.


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     (k) "Participant" means an Employee, officer or director who has been
granted an Award under the Plan.

     (l) "Plan Year" means a twelve-month period beginning with July 1 of each
year.

     (m) "Subsidiary" means any corporation or other entity, whether domestic or
foreign, in which the Corporation has or obtains, directly or indirectly, a
proprietary interest of more than 50% by reason of stock ownership or otherwise.


III. Eligibility

     Any Employee, officer or director of the Corporation or Subsidiary selected
by the Committee is eligible to receive an Award.

IV. Plan Administration

     (a) Except as otherwise determined by the Board, the Plan shall be
administered by the Committee. The Board, or the Committee to the extent
determined by the Board, shall periodically make determinations with respect to
the participation of Employees, officers and directors in the Plan and, except
as otherwise required by law or this Plan, the grant terms of Awards, including
vesting schedules, price, restriction or option period, dividend rights,
post-retirement and termination rights, payment alternatives such as cash,
stock, contingent awards or other means of payment,


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consistent with the purposes of this Plan, and such other terms and conditions
as the Board or the Committee deems appropriate which shall be contained in an
Award Agreement with respect to a Participant.

     (b) The Committee shall have authority to interpret and construe the
provisions of the Plan and any Award Agreement and make determinations pursuant
to any Plan provision or Award Agreement which shall be final and binding on all
persons. No member of the Committee shall be liable for any action or
determination made in good faith, and the members shall be entitled to
indemnification and reimbursement in the manner provided in the Corporation's
Certificate of Incorporation, as it may be amended from time to time.

     (c) The Committee shall have the authority at any time to provide for the
conditions and circumstances under which Awards shall be forfeited.

V. Capital Stock Subject to the Provisions of this Plan

     (a) The capital stock subject to the provisions of this Plan shall be
shares of authorized but unissued Common Stock and shares of Common Stock held
as treasury stock. Subject to adjustment in accordance with the provisions of
Section X, and subject to Section V(c) below, the total number of shares of
Common Stock available for grants of Awards shall not exceed 880,000.

     (b) Any shares ceasing to be subject to an option because of the surrender
of such option in lieu of exercise shall become again available for Awards under
the Plan.

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The grant of a restricted stock Award shall be deemed to be equal to the maximum
number of shares which are issued under the Award. Awards payable only in cash
will not reduce the number of shares available for Awards granted, under the
Plan.

     (c) There shall be carried forward and be available for Awards under the
Plan, in addition to shares available for grant under paragraph (a) of this
Section V, all of the following: (i) any unused portion of the limit set forth
in paragraph (a) of this Section V; (ii) shares represented by Awards which are
cancelled, forfeited, surrendered, terminated, paid in cash or expire
unexercised; and (iii) the excess amount of variable Awards which become fixed
at less than their maximum limitations.

VI. Awards Under This Plan

     As the Board or Committee may determine, the following types of Awards and
other Common Stock-based Awards may be granted under this Plan on a stand alone,
combination or tandem basis:

          (i) Stock option. A right to buy a specified number of shares of
     Common Stock at a fixed exercise price during a specified time, all as the
     Committee may determine; provided that the exercise price of any option
     shall not be less than 100% of the Fair Market Value of the Common Stock on
     the date of grant of the Award.

          (ii) Incentive Stock option. An Award in the form of a stock option
     which shall comply with the requirements of Section 422 of the Code or any
     successor section as it may be amended from time to time. Subject to
     adjustment in accordance with the provisions of Section X, the aggregate
     number of shares which may be subject to

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incentive stock option Awards under this Plan shall not exceed 880,000 shares,
subject to Section V above. To the extent that Section 422 of the Code requires
certain provisions to the set forth in a written plan, said provisions are
incorporated herein by this reference.

          (iii) Stock Appreciation Right. A right contained in the grant of a
     stock option or incentive stock option to receive the excess of the Fair
     Market Value of a share of Common Stock on the date the option is
     surrendered over the option exercise price contained in the Award
     Agreement.

          (iv) Restricted Stock. A transfer of Common Stock to a Participant
     subject to forfeiture until such restrictions, terms and conditions as the
     Committee may determine are fulfilled.

          (v) Dividend or Equivalent. A right to receive dividends or their

     equivalent in value in Common Stock, cash or in a combination of both with
     respect to any new or previously existing Award.

          (vi) Stock Award. An unrestricted transfer of ownership of Common
     Stock which may only be made to Employees other than Employees who are
     officers or directors of the Corporation for purposes of Section 16 of the
     Exchange Act.

          (vii) Other Stock-Based Awards. Other Common Stock based Awards which
     are related to or serve a similar function to those Awards set forth in
     this Section VI.


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VII. Award Agreements

     Each Award under the Plan shall be evidenced by an Award Agreement setting
forth the terms and conditions of the Award and executed by the Corporation and
Participant.

VIII. Other Terms and Conditions

     (a) Assignability. Unless provided to the contrary in any Award, no Award
shall be assignable or transferable except by will, by the laws of descent and
distribution and during the lifetime of a Participant, the Award shall be
exercisable only by such Participant.

     (b) Termination of Employment. The Committee shall determine the
disposition of the grant of each Award in the event of the retirement,
disability, death or other termination of a Participant's employment or other
relationship with the Corporation or a Subsidiary.

     (c) Rights as a Stockholder. A Participant shall have no rights as a
stockholder with respect to shares covered by an Award until the date the
Participant is the holder of record. No adjustment will be made for dividends or
other rights for which the record date is prior to such date.

     (d) No Obligation to Exercise. The grant of an Award shall impose no
obligation upon the Participant to exercise the Award.


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     (e) Payments by Participants. The Committee may determine that Awards for
which a payment is due from a Participant may be payable: (i) in U.S. dollars by
personal check, bank draft or money order payable to the order of the

Corporation, by money transfers or direct account debits; (ii) through the
delivery or deemed delivery based on attestation to the ownership of shares of
Common Stock with a Fair Market Value equal to the total payment due from the
Participant; (iii) pursuant to a broker-assisted "cashless exercise" program if
established by the Corporation; (iv) by a combination of the methods described
in (i) through (iii) above; or (v) by such other methods as the Committee may
deem appropriate.

     (f) Withholding. Except as otherwise provided by the Committee, (i) the
deduction of withholding and any other taxes required by law will be made from
all amounts paid in cash and (ii) in the case of payments of Awards in shares of
Common Stock, the Participant shall be required to pay the amount of any taxes
required to be withheld prior to receipt of such stock, or alternatively, a
number of shares the Fair Market Value of which equals the amount required to be
withheld may be deducted from the payment.

     (g) Restrictions on Sale and Exercise. With respect to officers and
directors for purposes of Section 16 of the Exchange Act, and if required to
comply with rules promulgated thereunder, (i) no Award providing for exercise, a
vesting period, a restriction period or the attainment of performance standards
shall permit unrestricted ownership of Common Stock by the Participant for at
least six months from the date of grant, and (ii) Common Stock acquired pursuant
to this Plan (other than Common Stock


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acquired as a result of the granting of a "derivative security") may not be sold
for at least six months after acquisition.

     (h) Maximum Awards. The maximum number of shares of Common Stock that may
be issued to any single Participant pursuant to options under this Plan is
880,000.

IX. Termination, Modification and Amendments

     (a) The Plan may from time to time be terminated, modified or amended by
the affirmative vote of the holders of a majority of the outstanding shares of
Common Stock of the Corporation present or represented and entitled to vote at a
duly held stockholders meeting or pursuant to a written consent of stockholders
in lieu of any such meeting.

     (b) The Committee may at any time terminate the Plan or from time to time
make such modifications or amendments of the Plan as it may deem advisable;
provided, however, that the Committee shall not make any material amendments to
the Plan without the approval of at least the affirmative vote of the holders of
a majority of the outstanding shares of the Common Stock of the Corporation
present or represented and entitled to vote at a duly held stockholders meeting.

     (c) No termination, modification or amendment of the Plan may adversely

affect the rights conferred by an Award without the consent of the recipient
thereof.


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X. Recapitalization

     The aggregate number of shares of Common Stock as to which Awards may be
granted to Participants, the number of shares thereof covered by each
outstanding Award and by each option award granted, and the price per share
thereof in each such Award, shall all be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a subdivision or consolidation of shares or other capital adjustment, or
the payment of a stock dividend or other increase or decrease in such shares,
effected without receipt of consideration by the Corporation, or other change in
corporate or capital structure; provided, however, that any fractional shares
resulting from any such adjustment shall be eliminated. The Committee may also
make the foregoing changes and any other changes, including changes in the
classes of securities available, to the extent it is deemed necessary or
desirable to preserve the intended benefits of the Plan for the Corporation and
the Participants in the event of any other reorganization, recapitalization,
merger, consolidation, spin-off, extraordinary dividend or other distribution or
similar transaction and shall make such changes as it shall determine in its
sole discretion are necessary, appropriate or desirable to assure that the
receipt of an Award pursuant hereto shall continue to enjoin the benefits
thereof upon the happening of any such transactions subject to such limitations
and conditions as it shall in its sole discretion determine.


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Xl. No Right to Employment

     No person shall have any claim or right to be granted an Award and the
grant of an Award shall not be construed a giving a Participant the right to be
retained in the employ of the Corporation or a Subsidiary. The Corporation and
each Subsidiary expressly reserve the right to dismiss a Participant free from
any liability or any claim under the Plan, except as provided herein or in any
Award Agreement issued hereunder.

XII. Governing Law

     To the extent that federal laws do not otherwise control, the Plan shall be
construed in accordance with and governed by the laws of the State of Delaware.


XIII. Savings Clause

     This Plan is intended to comply in all aspects with applicable laws and
regulations, including, with respect to those Employees who are officers or
directors for purposes of Section 16 of the Exchange Act, Rule 16b-3 under the
Exchange Act in case any one or more of the Provisions of this Plan shall be
held invalid, illegal or unenforceable in any respect under applicable law and
regulation (including Rule 16b-3), the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby
and the invalid, illegal or unenforceable provision shall be deemed null and
void; however, to the extent permissible by law, any provision which could be
deemed null and void shall first be construed, interpreted or revised

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retroactively to permit this Plan to be construed in compliance with all
applicable laws (including Rule 16b-3) so as to foster the intent of this Plan.

XIV. Effective Date and Term The effective date of this Plan is July 29, 1996,
subject to its approval by the stockholders of the Corporation at the annual
meeting to be held on September 12,1996. The Plan shall terminate on July 28,
2006. No awards shall be granted after the termination of the Plan.


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