Exhibit 10.15



                               ORYX ENERGY COMPANY
                          1992 LONG-TERM INCENTIVE PLAN



                  As Amended Through May 1, 1997 and Restated
<PAGE>
ARTICLE I
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PURPOSE
-------

1.1 Purpose.  The purpose of the Oryx Energy  Company 1992  Long-Term  Incentive
Plan (this  "Plan'") is to  strengthen  the ability of Oryx Energy  Company (the
"Company") to attract, motivate, and retain employees of superior capability and
to more closely align the interests of management  with those of stockholders of
the Company by relating capital accumulation to increases in stockholder value.

ARTICLE II
----------

GENERAL DEFINITIONS
-------------------

2.1 "Agreement" - The written  instrument  evidencing the grant to a Participant
of an Incentive  Award.  Each  Participant  may be issued one or more Agreements
from  time  to  time,  containing  one or  more  Incentive  Awards,  singly,  in
combination, or in tandem.

2.2 "Board" - The Board of Directors of the Company.

2.3 "Code" - The Internal Revenue Code of 1986, as amended.

2.4 "Committee" - The Committee that the Board appoints to administer this Plan.

2.5  "Common  Stock" - The  common  stock of the  Company  as  described  in the
Company's  Certificate  of  Incorporation,  or such  other  stock  as  shall  be
substituted therefor.

2.6 "Company" - Oryx Energy Company, or any successor to the Company.

2.7  "Contingent  Stock Option" - A Stock Option granted under the provisions of
Section-7- 6.

2.8 "Date of Grant" - The date on which the  granting of an  Incentive  Award is
authorized by the  Committee,  unless another date is specified by the Committee
or by a provision in this Plan applicable to the Incentive Award.

2.9  "Deferred  Compensation  Stock  Option" - A Stock Option  granted under the
provisions of Section 7.5 and designated as such.

2.10 "Disposition" -Any sale, transfer, encumbrance, gift, donation, assignment,
pledge,  hypothecation,  or other disposition,  whether similar or dissimilar to
those  previously  enumerated,  whether  voluntary or  involuntary,  and whether
during the Participant's lifetime or upon or after his or her death,  including,
but not limited to, any  disposition  by operation  of law, by court  order,  by
judicial process, or by foreclosure, levy, or attachment.

2.11  "Dividend  Equivalent"  -The  additional  amount of  Common  Stock or cash
credited at the  discretion  of the  Committee in  connection  with an Incentive
Award,  which shall be equal to the cash or Fair Market Value of stock dividends
that  would  have  been  paid on the  shares of  Common  Stock  covered  by such
Incentive Award had such covered Common Stock been issued and outstanding on the
dividend record date, as described in Article XI.

2.12  "Employee"  - Any  employee  (including  officers)  of  the  Company  or a
Subsidiary.

2.13 "Exchange Act" - The Securities Exchange Act of 1934, as amended.

2.14 "Fair Market  Value" - The average of the reported high and low sales price
of the Common Stock  (rounded up to the nearest  one-eighth  of a dollar) on the
date on which Fair Market Value is to be determined (or if there was no reported
sale on such date,  the next preceding date on which any reported sale occurred)
on the principal  exchange or in such other principal market on which the Common
Stock is trading.

2.15 "Incentive Award" - Any award granted under this Plan.

2.16  "Incentive  Stock  Option"  - A  Stock  Option  intended  to  satisfy  the
requirements of Section 422(b) of the Code.

2.17 "Nonqualified  Stock Option" - A Stock Option other than an Incentive Stock
Option, a Deferred Compensation Stock Option, or a Contingent Stock Option.

2.18  "Participant"  - A key  Employee  selected by the  Committee to receive an
Incentive Award.

2.19 "Performance Period" - A period of one or more fiscal years of the Company,
beginning with the fiscal year in which Performance Units, Performance Shares or
other performance-based  long-term awards are granted, over which performance is
measured, for the purpose of determining the payment value of any such Incentive
Award.

2.20 "Performance Unit" or "Performance Share" - An Incentive Award representing
a  contingent  right to  receive  cash or shares of Common  Stock  (which may be
Restricted  Stock) at the end of a Performance  Period and which, in the case of
Performance  Shares,  is  denominated  in  Common  Stock,  and,  in the  case of
Performance Units, is denominated in cash values.

2.21 "Restricted Stock" - Shares of Common Stock issued or transferred  pursuant
to Article IX.

2.22 "Retirement" - Employment  separation on account of early,  normal, or late
retirement,  as  described  in the Oryx Energy  Company  Retirement  Plan or any
successor plan thereto.

2.23 "Rule 16b-3" - Rule 16b-3 shall have the meaning assigned in Section 4.1.

2.24 "Securities Act" - The Securities Act of 1933, as amended.

2.25 "Stock Appreciation Right" - The rights specified in Article VIII.

2.26 "Stock Option" - An award of a right or contingent right to purchase Common
Stock pursuant to Article VII.

2.27  "Subsidiary" - A "subsidiary  corporation" as defined in Section 424(f) of
the Code that is a subsidiary of the Company.

ARTICLE III
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SHARES OF COMMON STOCK SUBJECT TO THE PLAN
------------------------------------------

3.1 Common  Stock  Authorized.  Subject to the  provisions  of this  Article and
Article XIII, the total  aggregate  number of shares of Common Stock that may be
issued,  transferred, or exercised pursuant to Incentive Awards shall not exceed
3,000,000 shares.

3.2 Limitation of Shares.  For purposes of the limitations  specified in Section
3.1, the  following  principles  apply:  (a) a decrease in the -number of shares
that  thereafter may be issued or  transferred  for purpose of Section 3.1 shall
result from (i) the delivery of shares of Common Stock upon  exercise of a Stock
Option  or Stock  Appreciation  Right in any  manner  and (ii) upon the award of
Restricted  Stock and (iii) the delivery of shares of Common Stock in settlement
of Dividend  Equivalents or Performance Units or Performance  Shares; (b) shares
of Common  Stock with  respect to which  Stock  Options  and Stock  Appreciation
Rights  expire,  are  cancelled  without  being  exercised,   or  are  otherwise
terminated  may be  regranted  under this Plan;  and (c) if any shares of Common
Stock related to an Incentive Award are not issued or, for any reason,  cease to
be issuable  or are  forfeited  such  shares of Common  Stock shall no longer be
charged  against  the  limitation  provided  for in  Section  3.1 and  shall  be
available again for the grant of Incentive Awards.

3.3 Shares  Available.  At the  discretion  of the Board or the  Committee,  the
shares of Common Stock to be delivered  under this Plan shall be made  available
either from  authorized and unissued  shares of Common Stock or shares of Common
Stock held in the treasury of the Company, or both.

3.4 Incentive Award Adjustments. Subject to the limitations set forth in Article
XV, the Committee may make any adjustment in the exercise price or the number of
shares  subject  to, or the  terms of, a  Nonqualified  Stock  Option,  Deferred
Compensation Stock Option,  Contingent-Stock--Option,  Stock Appreciation Right,
or other  stock-based  grant pursuant to Section 6.1. Such  adjustment  shall be
made by amending,  substituting  or cancelling  and  regranting  an  outstanding
Nonqualified Stock Option, Deferred Compensation Stock Option,  Contingent Stock
Option, Stock Appreciation Right, or other stock-based grant pursuant to Section
6.1 with the  inclusion of terms and  conditions  that may differ from the terms
and conditions of the original Nonqualified Stock Option,  Deferred Compensation
Stock  Option,  Contingent  Stock Option,  Stock  Appreciation  Right,  or other
stock-based  grant  pursuant  to Section  6.1.  If such  action is  effected  by
amendment,  the  effective  date  of such  amendment  shall  be the  date of the
original grant.

ARTICLE IV
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ADMINISTRATION OF THE PLAN
--------------------------

4.1 Committee.  This Plan shall be  administered  by the Committee,  which shall
consist of three or more directors of the Company, all of whom are "Non-Employee
Directors,"  as such term is defined  under the rules and  regulations  adopted,
from time to time, by the Securities and Exchange Commission pursuant to Section
16(b) of the Exchange Act, including  specifically but without limitation,  Rule
16b-3 or any successor  rule  thereto.  The  Committee  may, in its  discretion,
delegate  its duties  under this Plan to such agents as it may appoint from time
to time, provided that the Committee may not delegate its duties with respect to
making Incentive Awards to Participants subject to Section 16(b) of the Exchange
Act.  The members of the  Committee  shall  serve at the  pleasure of the Board,
which shall have the power, at any time and from time to time, to remove members
from the  Committee  or to add  members  thereto.  Vacancies  on the  Committee,
however caused, shall be filled by action of the Board.

4.2 Powers.  The  Committee  has  discretionary  authority to determine  the key
Employees  to whom,  and the time or times at which,  Incentive  Awards shall be
granted.  The Committee  also has authority to determine the amount of shares of
Common  Stock  that shall be subject  to each  Incentive  Award,  and the terms,
conditions,  and  limitations  of each Incentive  Award,  subject to the express
provisions of this Plan.  The Committee  shall have the  discretion to interpret
this   Plan  and  to  make  all   other   determinations   necessary   for  Plan
administration. The Committee has authority to prescribe, amend, and rescind any
rules and regulations  relating to this Plan,  subject to the express provisions
of this Plan. All Committee interpretations,  determinations,  and actions shall
be in the sole  discretion of the Committee and shall be binding on all parties.
The  Committee  may correct any defect or supply any omission or  reconcile  any
inconsistency  in this Plan or in any  Agreement in the manner and to the extent
it shall deem  expedient to carry it into  effect,  and it shall be the sole and
final judge of such expediency.

4.3 Incentive Award Terms.  Incentive  Awards shall be evidenced by an Agreement
and may  include  any terms and  conditions  consistent  with this Plan,  as the
Committee may determine.

4.4 No Liability.  No member of the Board or the  Committee  shall be liable for
any action or  determination  made in good  faith by the Board or the  Committee
with respect to this Plan or any Incentive Award under this Plan.

ARTICLE V
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ELIGIBILITY
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5.1 Participation.  Participants shall be selected from the key Employees of the
Company and its Subsidiaries. Such designation may be by individual or by class.

5.2  Incentive  Stock  Option  Eligibility.  No person shall be eligible for the
grant of an  Incentive  Stock  Option who owns  (within  the  meaning of Section
422(b) of the Code), or would own immediately before the grant of such Incentive
Stock Option,  directly or indirectly,  stock possessing more than 10 percent of
the total  combined  voting  power of all classes of stock of the Company or any
Subsidiary. This restriction shall not apply if at the time such Incentive Stock
Option is granted,  the Incentive  Stock Option  exercise  price is at least 110
percent of Fair  Market  Value and the  Incentive  Stock  Option is not,  by its
terms, exercisable after the expiration of five years from the Date of Grant.

5.3 No Board  Participation.  In no event may any member of the Board who is not
an officer  or other  Employee  of the  Company  or a  Subsidiary  be granted an
Incentive Award under this Plan.

5.4 Maximum Grants.  Notwithstanding any provision contained in this Plan to the
contrary, the maximum number of shares of Common Stock for which Incentive Stock
Options,  Nonqualified  Stock  Options,  and Stock  Appreciation  Rights  may be
granted under the Plan to any one Employee for any calendar year is 500,000.

ARTICLE VI
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FORMS OF INCENTIVE AWARDS
-------------------------

6.1 Incentive Award  Eligibility.  The forms of Incentive Awards under this Plan
are Stock  Options as  described in Article VII,  Stock  Appreciation  Rights as
described  in  Article  VIII,  Restricted  Stock as  described  in  Article  IX,
Performance  Units or  Performance  Shares as described  in Article X,  Dividend
Equivalents  as  described  in  Article  XI,  and  other  stock-based  grants as
described  in this  Article VI. The  Committee  may, in its  discretion,  permit
holders of Incentive Awards under this Plan to surrender  outstanding  Incentive
Awards in order to exercise or realize the rights under other Incentive  Awards,
or in  exchange  for the grant of new  Incentive  Awards or  require  holders of
Incentive  Awards to  surrender  outstanding  Incentive  Awards  as a  condition
precedent to the grant of new Incentive  Awards.  The Committee may grant,  from
time to time, to any eligible  Employee  other  stock-based  grants.  Such other
stock-based  grants  will either be issued (i) for no  consideration  other than
services actually rendered (in the case of authorized and unissued shares) or to
be rendered,  (ii) for consideration  equal to the amount (such as the par value
of such  shares)  required  by  applicable  law to be received by the Company in
order to assure compliance with applicable state law, or (iii) for consideration
(other  than  services  rendered  or to be  rendered)  equal to or greater  than
one-half of the Fair Market Value of the Common  Stock  covered by such grant on
the Date of Grant. The Committee may specify such criteria.  or periods or goals
for payment to the  Participant as it shall  determine,  and the extent to which
such criteria or periods or goals have been met shall be conclusively determined
by the Committee. Other stock-based grants may be paid in shares of Common Stock
or other  consideration  related  to such  shares or in a single  payment  or in
installments  as  specified  by the grant and may be  payable  on such  dates as
determined  by the  Committee  and  specified by the grant.  The other terms and
conditions of other stock-based grants shall be determined by the Committee.

ARTICLE VII
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STOCK OPTIONS
-------------

7.1 Exercise  Price.  The exercise price of Common Stock under each Stock Option
shall be determined by the Committee at the time of grant;  provided  that,  the
exercise  price of Common  Stock  under a Stock  Option  other  than a  Deferred
Compensation  Stock Option or a Contingent  Stock Option shall be at least equal
to 100  percent  of the Fair  Market  Value of the  Common  Stock on the Date of
Grant, provided further that the exercise price of Common Stock under a Deferred
Compensation  Stock Option and a Contingent  Stock Option shall be determined as
set forth in Section 6.1 with respect to other stock-based grants.

7.2 Term.  Stock  Options  may be  exercised  as  determined  by the  Committee,
provided that Incentive Stock Options may in no event be exercised later than 10
years  from the Date of Grant or  granted  later  than 10 years from the date of
adoption of this Plan. During the Participant's  lifetime,  only the Participant
may exercise an Incentive Stock Option.  The Committee may amend the terms of an
Incentive Stock Option at any time to include provisions that have the effect of
changing  such  Incentive  Stock  Option  to a  Nonqualified  Stock  Option,  or
vice-versa (to the extent any such change is permitted by applicable law).

7.3 Method of Exercise.  Upon the exercise of a Stock Option, the exercise price
shall be payable in full in cash or an equivalent  acceptable to the  Committee.
No fractional shares shall be issued pursuant to the exercise of a Stock Option,
and no payment shall be made in lieu of fractional  shares. At the discretion of
the  Committee  and provided  such payment can be effected  without  causing the
Participant  to incur  liability  under  Section  16(b) of the Exchange Act, the
exercise  price may be paid by assigning and delivering to the Company shares of
Common  Stock or a  combination  of cash and such  shares  equal in value to the
exercise  price.  Any shares so assigned and delivered to the Company in payment
or partial payment of the exercise price shall be valued at Fair Market Value on
the exercise date.

In addition,  at the request of the Participant  and to the extent  permitted by
applicable  law,  the  Company  in  its  discretion  may   selectively   approve
arrangements with a brokerage firm under which such brokerage firm, on behalf of
the  Participant,  shall  pay to the  Company  the  exercise  price of the Stock
Options being exercised, and the Company, pursuant to an irrevocable notice from
the Participant, shall promptly deliver the shares being purchased to such firm.

At  the  discretion,  of the  Committee,  the  Participant  may  be  granted  by
Agreement, Stock Options to purchase an additional number of shares equal to the
number of shares used by the Participant to pay all or a portion of the exercise
price of other Stock Options or the tax required to be withheld  pursuant to the
exercise of such Stock  Options,  or such  additional  shares of Common Stock as
shall be authorized by the Committee.

7.4  Limitation  on Incentive  Stock  Options.  With respect to Incentive  Stock
Options,  the aggregate  Fair Market Value  (determined at the Date of Grant) of
the Common Stock with respect to which  Incentive  Stock Options are exercisable
for the first time by a  Participant  during any calendar  year (under all stock
option plans of the Company and its Subsidiaries) shall not exceed $100,000,  or
such other amount as may be prescribed under the Code or applicable  regulations
or rulings from time to time.

7.5 Deferred Compensation Stock Options. A Deferred Compensation Stock Option is
intended to provide a means by which  compensation  payments  can be deferred to
future dates.  The  Committee  shall  determine  the amount of any  compensation
payments  to be  deferred.  The  number of shares of Common  Stock  subject to a
Deferred  Compensation  Stock Option shall be  determined by the  Committee,  in
accordance with the following formula:

   Amount of Compensation to be Deferred
   -------------------------------------
   Fair Market Value on Date of Grant minus
   Exercise Price of Options                    =           Number of Shares


Amounts of  compensation  so deferred may include amounts earned under Incentive
Awards or under any other  compensation  plan,  program,  or  arrangement of the
Company,  as determined by the Committee.  A Deferred  Compensation Stock Option
shall be  granted  only if the  Committee  has  reasonably  determined  that the
recipient of such Deferred  Compensation  Stock Option will not be deemed at the
Date of Grant to be in  receipt  of the  amount of  income  being  deferred  for
purposes of the Code. The shares of Common Stock  purchasable under an Agreement
evidencing the grant of a Deferred Compensation Stock Option shall be in lieu of
the compensation so deferred unless otherwise specified by the Committee.

7.6  Contingent  Stock  Options.  In  connection  with the grant of an Incentive
Award,  the  exercise of which is dependent  upon  satisfaction  of  performance
criteria,  the  Committee  may award a  Contingent  Stock  Option  that is to be
exercisable  only if the  conditions  under which such related  Incentive  Award
becomes payable are not achieved. The number of Contingent Stock Options granted
may be more than or less than or equal to the  number of shares  subject to such
related  Incentive Award. The Contingent Stock Options shall remain in effect as
long as the related  Incentive  Award  remains in effect and shall be subject to
the same  provisions  for  termination  or  acceleration.  If the conditions for
paying the  Incentive  Awards are not  achieved,  the  Incentive  Award shall be
cancelled and the  Contingent  Stock Options shall be  exercisable in accordance
with the terms prescribed by the Committee.

ARTICLE VIII
------------

STOCK APPRECIATION RIGHTS
-------------------------

8.1  Grant.  The grant of Stock  Appreciation  Rights  under  this Plan shall be
subject to the terms and  conditions of this Article VIII and shall contain such
additional terms and conditions, not inconsistent with the express provisions of
this Plan, as the Committee shall deem desirable.  A Stock Appreciation Right is
an Incentive  Award entitling a Participant to receive an amount equal to (or if
the Committee shall determine at the time of grant, less than) the excess of the
Fair  Market  Value of a share of Common  Stock on the date of  exercise  of the
Stock  Appreciation  Right over the Fair Market Value of a share of Common Stock
on the Date of Grant of such Stock  Appreciation  Right,  or such other price as
set by the  Committee,  multiplied  by the number of shares of Common Stock with
respect to which the Stock Appreciation Right shall have been exercised. A Stock
Appreciation  Right may be granted to a Participant  in connection  with a Stock
Option, whether in tandem or not, and either at the time of grant or at any time
during the term of the Stock Option, or without relation to a Stock Option.

8.2 Alternate  Appreciation  Rights. An Alternate  Appreciation Right is a Stock
Appreciation  Right  granted in tandem  with a Stock  Option that  requires  the
Participant,  upon exercise,  to surrender such Stock Option with respect to the
number of shares as to which such Stock  Appreciation  Right is  exercised,  and
shall entitle the Participant to receive payment of an amount computed  pursuant
to Section  8.1.  Such Stock Option  shall then cease to be  exercisable  to the
extent surrendered.

8.3 Limitation on Exercise.  Subject to Article XIII, a Stock Appreciation Right
granted in connection  with a Stock Option shall be  exercisable at such time or
times and only to the extent that the related Stock Option is  exercisable,  and
shall not be transferable except to the extent that such related Stock Option is
transferable.  The  Committee may also provide that a Stock  Appreciation  Right
shall be automatically exercised on one or more specified dates.

8.4  Payment.  Payment of the amount  determined  under  Section 8.1 may, in the
discretion  of the  Committee,  be made solely in whole  shares of Common  Stock
valued at Fair Market  Value on the date of  exercise of the Stock  Appreciation
Right or,  alternatively,  solely in cash or a  combination  of cash and  Common
Stock, or deferred  through the grant of a Deferred  Compensation  Stock Option.
Exercise of a Stock  Appreciation  Right for cash shall be made only during such
periods as may be permissible without causing the Participant to incur liability
under Section  16(b) of the Exchange Act. If the Committee  decides to make full
payment in shares of Common Stock and the amount payable results in a fractional
share, payment for the fractional share shall be made in cash.

8.5  Limited  Rights.  A Limited  Right is a Stock  Appreciation  Right  that is
effective  only upon a Change in Control  (as  defined  in Section  13.2) and is
payable  only in cash.  The  amount of  payment  to which any  grantee of such a
Limited Right shall be entitled upon exercise  shall be equal to the  difference
between  the  exercise  price per share of any Common  Stock  covered by a Stock
Option in connection with, whether or not in tandem,  such Limited Right and the
"market price" of a share of Common Stock. For purposes of this Section 8.5, the
term "market price" shall mean the greater of (i) the highest price per share of
Common Stock paid in connection  with the Change in Control and (ii) the highest
price per share of Common Stock reflected in the NYSE Transactions Report during
the sixty-day  period prior to the Change in Control.  If the Limited Rights are
exercised,  the tandem Stock  Options and any tandem Stock  Appreciation  Rights
other than under this Section 8.5 shall cease to be exercisable to the extent of
the Common Stock with respect to which such Limited Rights are exercised.

ARTICLE IX
----------

RESTRICTED STOCK
----------------

9.1 Grant.  Shares of  Restricted  Stock maybe  awarded  under this Plan on such
terms and conditions and with such  restrictions  as the Committee may from time
to time approve.  If a person is awarded shares of Restricted  Stock, the person
shall be the  record  owner of such  shares  and shall  have all the rights of a
stockholder  with respect to such shares (unless the escrow  agreement,  if any,
referred to in Section 9.2 provides otherwise),  including the right to vote and
to  receive  dividends  or  other  distributions  with  respect  thereto.   Such
Restricted  Stock  shall be  awarded  for no cash or such cash as the  Committee
shall determine; provided, however, that unless the shares awarded as Restricted
Stock are shares that have been  reacquired  by the Company as treasury  shares,
Restricted  Stock  shall be awarded  only for  services  actually  rendered,  as
determined by the Committee.  Restricted  Stock awards may be granted alone,  in
addition to, or in tandem with, other Incentive Awards.  Subject to the terms of
this Plan,  the  Committee  shall  determine  the number of shares of Restricted
Stock to be awarded to a Participant.

9.2 Restriction  Conditions.  All shares of Restricted Stock awarded pursuant to
this Plan shall be subject to the following conditions:

       (a) The shares may not be the subject of any  Disposition  (other than by
       will or the laws of descent and distribution)  until the restrictions are
       removed  or  expire.  Any  attempted  Disposition  in  violation  of this
       provision shall be void and ineffective for all purposes.

       (b) Each Participant receiving a Restricted Stock award shall be issued a
       stock  certificate  in  respect  of such  shares  of Common  Stock.  Such
       certificate shall be registered in the name of such Participant, and each
       such certificate shall bear a legend making appropriate  reference to the
       restrictions imposed.

       (c) The Committee may require,  as a condition to any award of Restricted
       Stock,  one or more of the following:  that the Company  retain  physical
       custody of the certificate or certificates  representing Restricted Stock
       during the restriction  period;  and that the  Participant  enter into an
       escrow   agreement   providing  that  the   certificate  or  certificates
       representing  Restricted Stock shall remain in the physical custody of an
       escrow holder until all restrictions  are removed or expire,  and/or that
       the Participant  deliver a stock power duly endorsed in blank relating to
       the Restricted  Stock.  The Company may issue shares of Restricted  Stock
       subject to stop transfer  restrictions  or may issue such shares  subject
       only to the restrictive legend described in this Section.

       (d) If for any reason,  the  restrictions  imposed by the Committee  upon
       Restricted Stock are not satisfied at the end of the restriction  period,
       for  any  reason,   any  Restricted  Stock  remaining   subject  to  such
       restrictions   shall  thereupon  be  forfeited  by  the  Participant  and
       transferred to and reacquired by the Company at no cost to the Company.

       (e) The Committee may impose other conditions on any shares of Restricted
       Stock awarded pursuant to this Plan as it may deem advisable,  including,
       without  limitation,  restrictions  deemed  necessary or advisable by the
       Committee to ensure  compliance with the Securities Act, the requirements
       of any  securities  exchange upon which such shares or shares of the same
       class are then listed,  and any state  securities  law applicable to such
       shares.

9.3 Lapse. The restrictions imposed by the Committee pursuant to this Article IX
upon Restricted Stock awards shall lapse as determined by the Committee, subject
to the provisions of Articles XII and XIII. Each Restricted Stock award may have
a  different  restriction  period,  in  the  discretion  of the  Committee.  The
Committee may, in its discretion,  prospectively  change the restriction  period
applicable to a particular Restricted Stock award.

ARTICLE X
---------

PERFORMANCE UNITS OR PERFORMANCE SHARES
---------------------------------------

10.1 Grants.  The Committee may grant Performance Units or Performance Shares on
the basis of either Company  performance  criteria or continued  employment with
the Company by a Participant.  The  Performance  Periods for separate grants may
run concurrently.  For each Performance Period the Committee shall establish the
number of Performance  Units or Performance  Shares and the contingent  value of
any Performance Unit or Performance Shares relating thereto.

10.2 Company Performance. At the beginning of each Performance Period for grants
based on Company  performance,  the  Committee  shall:  (i)  establish  for such
Performance Period specific financial or other performance  objectives which may
be  absolute  or  relative  to  performance,  the  industry  or a group  of peer
companies  as the  Committee  believes  are  relevant to the  Company's  overall
business  objectives;  (ii)  determine  the value of a  Performance  Unit or the
number of  Performance  Shares  relative to  performance  objectives;  and (iii)
notify each Participant in writing of the terms and conditions of the grant.

If the  Committee  determines  in  its  sole  discretion  that  the  established
performance  measures or objectives are no longer suitable to Company objectives
because of a change in the Company's business, operations,  corporate structure,
capital  structure,  or other  conditions the Committee deems to be appropriate,
the Committee may modify the  performance  measures and objectives as considered
appropriate.

If minimum  performance is not achieved or exceeded for a Performance Period, no
payment  shall  be made  and all  contingent  rights  shall  cease.  If  minimum
performance  is  achieved  or  exceeded,  the  value  of a  Performance  Unit or
Performance  Share  shall be based on the  degree  to which  actual  performance
exceeded the preestablished minimum performance standards,  as determined by the
Committee  hereunder.  The amount of payment shall be determined by  multiplying
the number of Performance  Units or Performance  Shares granted at the beginning
of the Performance  Period times the final Performance Unit or Performance Share
value.

10.3  Continued  Employment.  At the  beginning of each  Performance  Period for
grants based on continued  employment with the Company, the Committee shall: (i)
establish the duration of the Performance  Period,  which shall be the period of
time during which the  Participant  must remain employed by the Company in order
to receive payment; (ii) determine the value of a Performance Unit or the number
of Performance  Shares relative to such continued  employment;  and (iii) notify
each Participant in writing of the terms and conditions of the grant.

Subject to Articles XII and XIII hereof,  the rights of a  Participant  under an
employment-based   grant  of  Performance  Units  or  Performance  Shares  shall
automatically  terminate upon termination of the  Participant's  employment with
the Company prior to the end of the applicable  Performance  Period, and in that
event the  Participant  shall not be  entitled to receive any payment in respect
thereof.

10.4 Payments.  In the  discretion of the  Committee,  payments shall be made in
cash or  Common  Stock  or a  combination  thereof  following  the  close of the
applicable  Performance  Period,  in such manner as may be  permissible  without
causing the  Participant to incur  liability under Section 16(b) of the Exchange
Act.

ARTICLE XI
----------

DIVIDEND EQUIVALENTS
--------------------

11.1 Grant. A recipient of an Incentive Award (other than Restricted  Stock) may
also  be  granted  at no  additional  cost  Dividend  Equivalents  based  on the
dividends declared on the Common Stock on record dates during the period between
the Date of Grant and the date of  exercise  or  payment,  as  applicable.  Such
Dividend  Equivalents shall be converted to additional shares of Common Stock as
follows:

                                     (Number of shares or units under the
                                     Incentive Award) X (Dividend per share)
     Number of Dividend =            -------------------------------------------
     Equivalent Shares               Fair Market Value per share of Common
                                     Stock at corresponding dividend record date

The Dividend  Equivalents  earned with  respect to an  Incentive  Award shall be
distributed  to the  Participant  (or his  successor in interest) in the form of
shares of Common Stock or units  denominated  in Common Stock,  or an equivalent
amount of cash, as the Committee shall  determine,  and at such time or times as
the Committee shall determine.  Dividend  Equivalents  shall be computed,  as of
each  dividend  record date,  both with respect to the number of shares or units
under the Incentive Award and with respect to the number of Dividend  Equivalent
shares or Dividend Equivalent units previously earned by the Participant (or his
successor  in interest)  and not issued  during the period prior to the dividend
record date.

 ARTICLE XII
 -----------

 FORFEITURE AND EXPIRATION OF INCENTIVE AWARDS
 ---------------------------------------------

12.1 Termination.  Subject to the express  provisions of this Plan and the terms
of any applicable Agreement,  the Committee, in its discretion,  may provide for
the forfeiture or  continuation  of any Incentive Award for such period and upon
such terms and conditions as are determined by the Committee in the event that a
Participant  ceases to be an  employee.  In the absence of  Committee  action or
contrary provisions in an Agreement, the following rules shall apply:

       (a) if an Employee ceases to be an Employee for any reason,  the Dividend
       Equivalents  and/or other stock-based grants pursuant to Section 6.1 held
       by such  Participant  shall  terminate and be forfeited as of the date of
       employment separation;

       (b) if a holder of Restricted Stock or Performance  Shares or Performance
       Units ceases to be an Employee because of Retirement, death, or permanent
       and total  disability,  such  holder  shall be  entitled  to receive  his
       Restricted  Stock free of  restriction  or shares of Common Stock or cash
       subject  to  such  Performance  Shares  or  Performance  Units  upon  the
       satisfaction of the applicable  criteria,  after adjusting the Restricted
       Stock,  Performance Shares or Performance Units by multiplying the number
       of  shares  subject  to  the  Restricted  Stock,  Performance  Shares  or
       Performance  Units by a  fraction,  the  numerator  of which shall be the
       number  of full  and  partial  calendar  months  between  the date of the
       Restricted  Stock,  Performance  Share or Performance  Unit award and the
       date of employment separation,  and the denominator of which shall be the
       number of full and partial calendar months from the date of such award to
       the end of the applicable  restriction period; in the event of separation
       of employment for any other reason,  the grant of  Performance  Shares or
       Performance  Units shall  terminate and be forfeited  and the  Restricted
       Stock  shall  be  forfeited  by  such  person  and  transferred  to,  and
       reacquired  by, the Company or a Subsidiary  at no cost to the Company or
       the Subsidiary;

       (c) with  respect  to  Stock  Options,  in the  event  of  Retirement  or
       permanent and total  disability,  Stock Options will become fully vested,
       but no Stock  Options may be exercised  after 36 months (12 months in the
       case of Incentive  Stock  Options)  following  the date of  Retirement or
       permanent  and total  disability;  in the event of death,  Stock  Options
       exercisable at the time of death by the  Participant  may be exercised by
       the estate or beneficiary of such Participant until the expiration of the
       earlier of the remaining  term of such Stock Options or one year from the
       date of death;  and, in the event of  separation  of  employment  for any
       other reason,  the Stock Options shall  continue to vest according to the
       original schedule,  but shall terminate and be forfeited after six months
       from the date of separation of employment; and

       (d) with respect to Stock Appreciation Rights, in the event of Retirement
       or permanent and total disability,  the Stock  Appreciation  Rights shall
       continue in effect for six months following separation of employment, and
       such Stock  Appreciation  Rights may be exercised  during such  six-month
       period;  in the event of death or separation of employment  for any other
       reason,  the Stock  Appreciation  Rights shall terminate;  provided that,
       Limited  Rights  pursuant to Section 8.5 may be exercised  in  accordance
       with their terms by the holder  thereof  who  separated  from  employment
       following  a Change in  Control,  without  respect to the  separation  of
       employment of such holder.

12.2 Leave of Absence. With respect to an Incentive Award, the Committee may, in
its sole  discretion,  determine that any Participant who is on leave of absence
for any reason  shall be  considered  to still be in the employ of the  Company,
provided that rights to such Incentive  Award during a leave of absence shall be
limited to the extent to which such rights were earned or vested when such leave
of absence began.

ARTICLE XIII
------------

ADJUSTMENT PROVISIONS
---------------------

13.1 Share Adjustments.  If the number of outstanding shares of Common Stock are
increased,  decreased,  or exchanged for a different number or kind of shares or
other securities, or if additional, new, or different shares or other securities
are distributed  with respect to such shares of Common Stock or other securities
through merger, consolidation, sale of all or substantially all of the assets of
the Company, reorganization, recapitalization, reclassification, stock dividend,
stock split,  reverse stock split,  or other  distribution  with respect to such
shares of Common Stock or other securities,  an appropriate  adjustment in order
to preserve the benefits or potential  benefits intended to be made available to
the Participants may be made, in the discretion of the Committee,  in all or any
of the following:  (i) the maximum number and kind of shares provided in Section
3.1;  (ii) the  number  and kind of shares or other  securities  subject to then
outstanding  Incentive Awards;  and (iii) the price for each share or other unit
of any other  securities  subject  to then  outstanding  Incentive  Awards.  The
Committee  may also make any other  adjustments,  or take  such  action,  as the
Committee,  in its  discretion,  deems  appropriate  in  order to  preserve  the
benefits  or  potential   benefits   intended  to  be  made   available  to  the
Participants.  Any  fractional  share  resulting  from  such  adjustment  may be
eliminated.

13.2  Corporate  Changes.  Subject to Article  XV, upon (i) the  dissolution  or
liquidation of the Company;  (ii) a  reorganization,  merger,  or  consolidation
(other than a merger or consolidation effecting a reincorporation of the Company
in another state or any other merger or  consolidation in which the shareholders
of  the  surviving   corporation  and  their  proportionate   interests  therein
immediately after the merger or consolidation are substantially identical to the
shareholders  of  the  Company  and  their   proportionate   interests   therein
immediately  prior to the merger or  consolidation)  of the Company  with one or
more corporations,  following which the Company is not the surviving corporation
(or survives only as a subsidiary  of another  corporation  in a transaction  in
which the  shareholders  of the parent of the  Company  and their  proportionate
interests  therein  immediately  after  the  transaction  are not  substantially
identical to the shareholders of the Company and their  proportionate  interests
therein  immediately  prior  to  the  transaction);  (iii)  the  sale  of all or
substantially  all of the assets of the  Company;  or (iv) the  occurrence  of a
Change  in  Control,  subject  to the  terms of any  applicable  Agreement,  the
Committee  serving prior to the date of the applicable  event may, to the extent
permitted  in Section 3.1 of this Plan,  in its  discretion,  without  obtaining
shareholder approval, take any one or more of the following actions with respect
to any Participant:

       (a)  Accelerate the exercise  dates of any or all  outstanding  Incentive
       Awards;

       (b)  Accelerate  the  restriction  lapse period of any  Restricted  Stock
       subject to restrictions;

       (c) Grant  Stock  Appreciation  Rights to  holders of  outstanding  Stock
       Options;

       (d) Pay cash to any or all holders of Stock  Options in exchange  for the
       cancellation of their outstanding Stock Options;

       (e) Make payment for any  outstanding  Performance  Units or  Performance
       Shares based on such amounts as the Committee may determine;

       (f) Grant new Incentive Awards to any Participants;

       (g) Grant additional Dividend Equivalents; or

       (h) Make any other  adjustments  or amendments to  outstanding  Incentive
       Awards or determine  that there shall be  substitution  of new  Incentive
       Awards by such successor  employer  corporation or a parent or subsidiary
       company thereof,  with appropriate  adjustments as to the number and kind
       of shares or units subject to such awards and prices.

A "Change in  Control"  shall be deemed to have  occurred  for  purposes of this
Plan, if (a) individuals who were directors of the Company  immediately prior to
a  "Control   Transaction"  shall  cease,   within  one  year  of  such  Control
Transaction, to constitute a majority of the Board of Directors of any successor
to the Company or to a company  which has acquired all or  substantially  all of
its assets or (b) any entity,  person, or "Group" acquires shares of the Company
in a transaction or series of transactions  that result in such entity,  person,
or Group directly or indirectly  owning  beneficially  50 percent or more of the
outstanding shares of Common Stock of the Company. As used in this Section 13.2,
the  term  "Control  Transaction"  shall  mean  (a)  any  tender  offer  for  or
acquisition of capital stock of the Company, (b) any merger,  consolidation,  or
sale of all or substantially all of the assets of the Company, (c) any contested
election of directors of the Company,  or (d) any  combination  of the foregoing
that results in a change in voting power  sufficient  to elect a majority of the
Board. As used in this Section 13.2, the term "Group" shall mean persons who act
"in concert" as described in Sections  13(d)(3)  and/or 14(d)(2) of the Exchange
Act.

13.3 Binding  Determination.  Adjustments  under Sections 13.1 and 13.2 shall be
made by the Committee,  and its  determination as to what  adjustments  shall be
made and the extent thereof shall be final, binding, and conclusive.

ARTICLE XIV
-----------

GENERAL PROVISIONS
------------------

14.1 No Right to Employment.  Nothing in this Plan or in any instrument executed
pursuant to this Plan shall confer upon any Participant any right to continue in
the  employ  of the  Company  or a  Subsidiary  or  affect  the  Company's  or a
Subsidiary's  right to terminate the  employment of any  Participant at any time
with or without cause.

14.2  Securities  Requirements.  No shares of  Common  Stock  shall be issued or
transferred  pursuant to an Incentive  Award unless all applicable  requirements
imposed by federal and state laws, regulatory agencies, and securities exchanges
upon which the Common Stock may be listed have been fully  complied  with.  As a
condition  precedent to the issuance of shares pursuant to the grant or exercise
of an  Incentive  Award,  the Company may  require the  Participant  to take any
reasonable action to meet such requirements.

14.3 No Right to  Stock.  No  Participant  and no  beneficiary  or other  person
claiming  under or through  such  Participant  shall have any right,  title,  or
interest in any shares of Common Stock  allocated or reserved under this Plan or
subject to any Incentive Award except as to such shares of Common Stock, if any,
that have been issued or transferred to such Participant.

14.4 Withholding.  The Company or a Subsidiary,  as appropriate,  shall have the
right to deduct from all Incentive  Awards paid in cash any federal,  state,  or
local  taxes  as  required  by law to be  withheld  with  respect  to such  cash
payments.  In the case of Incentive Awards paid in Common Stock, the Participant
or other  person  receiving  such  Common  Stock may be  required  to pay to the
Company or a Subsidiary, as appropriate,  the amount of any such taxes which the
Company or Subsidiary is required to withhold with respect to such Common Stock.
Also, at the  discretion of the Committee and provided such  withholding  can be
effected  without causing the participant to incur liability under Section 16(b)
of the Exchange Act, the Participant may (i) direct the Company or Subsidiary to
withhold  from the  shares of Common  Stock to be issued or  transferred  to the
Participant  the  number  of  shares  necessary  to  satisfy  the  Company's  or
Subsidiary's obligation to withhold taxes, such determination to be based on the
shares' Fair Market Value as of the date on which tax withholding is to be made,
(ii) deliver sufficient shares of Common Stock (based upon the Fair Market Value
at the date of  withholding) to satisfy the  withholding  obligations,  or (iii)
deliver sufficient cash to satisfy the withholding obligations. Participants who
elect to use such a stock withholding feature must make the election at the time
and in the manner prescribed by the Committee.

14.5 No Disposition. No Incentive Award and no right under this Plan, contingent
or otherwise,  may be the subject of any Disposition (excluding shares of Common
Stock with respect to which all restrictions have lapsed), other than by will or
the  laws of  descent  or  distribution  or  pursuant  to a  qualified  domestic
relations  order as  defined by the Code or Title T of the  Employee  Retirement
Income  Security  Act, or the rules  thereunder.  Any attempted  Disposition  in
violation of this provision shall be void and ineffective for all purposes.

14.6  Severability;  Construction.  If any  provision of this Plan is held to be
illegal or invalid for any reason,  then the illegality or invalidity  shall not
affect  the  remaining  provisions  hereof,  but such  provision  shall be fully
severable  and this Plan shall be  construed  and  enforced as if the illegal or
invalid  provision had never been included herein.  Headings and subheadings are
for  convenience  only and not to be conclusive  with respect to construction of
this Plan.

14.7 Governing Law. All questions arising with respect to the provisions of this
Plan shall be  determined by  application  of the laws of the State of Delaware,
except as may be required by applicable federal law.

14.8 Other Deferrals. The Committee may permit selected Participants to elect to
defer payment of Incentive Awards other than Deferred Compensation Stock Options
in accordance with procedures  established by the Committee  including,  without
limitation,  procedures  intended  to defer  taxation  on such  deferrals  until
receipt  (including  procedures  designed to avoid incurrence of liability under
Section 16(b) of the Exchange Act). Any deferred payment, whether elected by the
Participant  or  specified  by an  Agreement  or by the  Committee  may  require
forfeiture in accordance with stated events, as determined by the Committee. The
Committee may also  establish  rules and  procedures  for crediting  interest on
deferred  cash  payments  and  Dividend   Equivalents   for  deferred   payments
denominated in Common Stock or units based on Common Stock values.

ARTICLE XV
----------

AMENDMENT AND TERMINATION
-------------------------

15.1  Amendments;  Suspension:  Termination.  The Board  may at any time  amend,
suspend (and if  suspended,  may  reinstate) or terminate  this Plan;  provided,
however,  that after the stockholders have approved this Plan in accordance with
Section 16.1, the Board may not,  without  approval of the  stockholders  of the
Company,  amend this Plan so as to (a)  increase  the number of shares of Common
Stock subject to this Plan except as permitted in Article  XIII,  (b) reduce the
option  price for  shares of  Common  Stock  covered  by Stock  Options  granted
hereunder  below the applicable  price specified in Section 5.2 or Article VI or
VII of this Plan or (c) accelerate  the date when Incentive  Awards can first be
granted under this Plan as provided in Section 16.2; and provided further,  that
the Board may not  modify,  impair or cancel  any  outstanding  Incentive  Award
without the consent of the affected Participant.

ARTICLE XVI
-----------

DATE OF PLAN ADOPTION AND EFFECTIVE DATE FOR INCENTIVE AWARDS
-------------------------------------------------------------

16.1 Date of Plan Adoption.  This Plan has been adopted by the Board on February
7, 1991, subject to stockholder  approval. If the requisite stockholder approval
is not  obtained,  then the Plan  shall  become  null and void and of no further
force or effect.  This Plan shall  continue in effect with  respect to Incentive
Awards granted before  termination of this Plan and until such Incentive  Awards
have been settled, terminated or forfeited.

16.2 Effective Date for Incentive Awards.  Notwithstanding anything contained in
this Plan to the contrary,  no Incentive  Award shall be granted under this Plan
prior to January 1, 1992.