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                                DOLE FOOD COMPANY, INC.







                           1991 STOCK OPTION AND AWARD PLAN
                    (AS AMENDED AND RESTATED THROUGH JULY 31, 1997)


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                               DOLE FOOD COMPANY, INC.
                           1991 STOCK OPTION AND AWARD PLAN
                   (AS AMENDED AND RESTATED THROUGH JULY 31, 1997)
                                           
                                  TABLE OF CONTENTS
                                           

    I.    DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . 1

          1.1    Definitions . . . . . . . . . . . . . . . . . . . . . . 1

    II.   GENERAL AND ADMINISTRATIVE PROVISIONS. . . . . . . . . . . . . 5

          2.1    Purpose . . . . . . . . . . . . . . . . . . . . . . . . 5
          2.2    Administration. . . . . . . . . . . . . . . . . . . . . 5
          2.3    Participation . . . . . . . . . . . . . . . . . . . . . 6
          2.4    Stock Subject to this Plan. . . . . . . . . . . . . . . 6
          2.5    Grant and Maximum Term of Awards. . . . . . . . . . . . 7
          2.6    Exercise of Awards. . . . . . . . . . . . . . . . . . . 7

    III.  OPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

          3.1    Grants. . . . . . . . . . . . . . . . . . . . . . . . . 7
          3.2    Option Price. . . . . . . . . . . . . . . . . . . . . . 7
          3.3    Option Period . . . . . . . . . . . . . . . . . . . . . 8
          3.4    Exercise of Options . . . . . . . . . . . . . . . . . . 8
          3.5    Limitations on Grant of Incentive Stock Options . . . . 8

    IV.   STOCK APPRECIATION RIGHTS. . . . . . . . . . . . . . . . . . . 9

          4.1    Grants. . . . . . . . . . . . . . . . . . . . . . . . . 9
          4.2    Exercise of Stock Appreciation Rights . . . . . . . . .10
          4.3    Payment . . . . . . . . . . . . . . . . . . . . . . . .10

    V.    RESTRICTED STOCK AWARDS. . . . . . . . . . . . . . . . . . . .11

          5.1    Grants. . . . . . . . . . . . . . . . . . . . . . . . .11
          5.2    Restrictions. . . . . . . . . . . . . . . . . . . . . .11

    VI.   PERFORMANCE SHARE AWARDS . . . . . . . . . . . . . . . . . . .11

          6.1    Grants. . . . . . . . . . . . . . . . . . . . . . . . .11
          6.2    Section 162(m) Performance-Based Share Awards . . . . .12


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    VII.  STOCK UNITS. . . . . . . . . . . . . . . . . . . . . . . . . .13

          7.1    Grants. . . . . . . . . . . . . . . . . . . . . . . . .13
          7.2    Other Provisions. . . . . . . . . . . . . . . . . . . .13

    VIII. OTHER PROVISIONS . . . . . . . . . . . . . . . . . . . . . . .14

          8.1    Rights of Eligible Employees, Participants 
                 and Beneficiaries . . . . . . . . . . . . . . . . . . .14
          8.2    Adjustments Upon a Reorganization or Changes 
                 in Capitalization . . . . . . . . . . . . . . . . . . .15
          8.3    Effect of Termination of Employment . . . . . . . . . .17
          8.4    Acceleration of Awards Upon an Event; Other 
                 Changes in Awards . . . . . . . . . . . . . . . . . . .18
          8.5    Compliance; Government Regulations. . . . . . . . . . .18
          8.6    Tax Withholding.. . . . . . . . . . . . . . . . . . . .19
          8.7    Amendment, Termination and Suspension.. . . . . . . . .19
          8.8    Privileges of Stock Ownership; Nondistributive Intent .20
          8.9    Effective Date of this Plan . . . . . . . . . . . . . .20
          8.10   Term of this Plan . . . . . . . . . . . . . . . . . .  21
          8.11   Governing Law . . . . . . . . . . . . . . . . . . . .  21
          8.12   Limitations as to Executive Officers. . . . . . . . . .21
          8.13   Captions. . . . . . . . . . . . . . . . . . . . . . . .22
          8.14   No Fractional Interest. . . . . . . . . . . . . . . . .22
          8.15   Non-Exclusivity of Plan.. . . . . . . . . . . . . . . .22


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                               DOLE FOOD COMPANY, INC.
                           1991 STOCK OPTION AND AWARD PLAN
                   (as amended and restated through July 31, 1997)
                                           
                                           
I.  DEFINITIONS.

    1.1  DEFINITIONS.

         (a)  "AWARD" shall mean an Option (which may be designated as a
    Nonqualified Stock Option or an Incentive Stock Option and which may
    include as an incident thereto Stock Units), a Stock Appreciation Right, a
    Deferred Stock Alternative, a Restricted Stock Award or Performance Share
    Award, in each case granted under this Plan.

         (b)  "AWARD AGREEMENT" shall mean a written agreement setting forth
    the terms of an Award.
    
         (c)  "AWARD DATE" shall mean the date upon which the Committee took
    the action granting an Award or such later date as is prescribed by the
    Committee.

         (d)  "AWARD PERIOD" shall mean the period beginning on an Award Date
    and ending on the expiration date of such Award.
    
         (e)  "BENEFICIARY" shall mean the person, persons, trust or trusts
    entitled by will or the laws of descent and distribution to receive the
    benefits specified under this Plan in the event of a Participant's death.

         (f)  "BOARD" shall mean the Board of Directors of the Corporation.

         (g)  "CHANGE IN CONTROL" shall be deemed to have occurred if (a) any
    "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange
    Act, but excluding any person described in and satisfying the conditions of
    Rule 13d-1(b)(1) thereunder), other than a person who is the beneficial 
    owner (as defined in Rule 13d-3 under the Exchange Act) of more than 20% of
    the outstanding shares of Common Stock at the time of the adoption of this
    Plan (or any affiliate, successor, heir, descendent or related party of or
    to any such person), becomes the "beneficial owner" (as defined in Rule
    13d-3 under the Exchange Act), directly or indirectly, of securities of the
    Corporation representing 20% or more of the combined voting power of the
    Corporation's then outstanding securities; or (b) during any period of two
    consecutive years, individuals who at the beginning of such period
    constitute the Board cease for any reason to constitute at least a majority
    thereof, unless the election, or the nomination for election by the
    Corporation's stockholders, of each new Board member was approved by a vote
    of at least three-fourths of the Board members then still in office who
    were Board members at the beginning of such period.

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         (h)  "CODE" shall mean the Internal Revenue Code of 1986, as amended
    from time to time.

         (i)  "COMMISSION" shall mean the Securities and Exchange Commission.

         (j)  "COMMITTEE" shall mean the Corporate Compensation and Benefits
    Committee appointed by the Board and consisting of two or more Board
    members, each of whom, during such time as one or more Participants may be
    subject to Section 16 of the Exchange Act, shall be a Disinterested
    Director.
    
         (k)  "COMMON STOCK" shall mean the Common Stock of the Corporation.

         (l)  "COMPANY" shall mean the Corporation and/or its Subsidiaries.

         (m)  "CORPORATION" shall mean Dole Food Company, Inc., a Hawaii
    corporation, and its successors.

         (n)  "DEFERRED STOCK ALTERNATIVE" means a deferred payment alternative
    payable in Common Stock or cash or other consideration, as determined by
    the Committee, based on the number of Stock Units credited to a
    Participant's Stock Unit Account.

         (o)  "DISINTERESTED DIRECTOR" shall mean a member of the Board who is
    a Non-Employee Director as defined in Rule 16b-3 and an "outside director"
    as defined in regulations under Section 162(m) of the Code, as amended from
    time to time.

         (p)  "ELIGIBLE EMPLOYEE" shall mean an officer or key employee of the
    Company.

         (q)  "EVENT" shall mean any of the following:

              (1)  Approval by the stockholders of the Corporation of the
         dissolution or liquidation of the Corporation;

              (2)  Approval by the stockholders of the Corporation of an
         agreement to merge or consolidate, or otherwise reorganize, with or
         into one or more entities which are not Subsidiaries, as a result of
         which less than 50% of the outstanding voting securities of the
         surviving or resulting entity are, or are to be, owned by former
         stockholders of the Corporation;

              (3)  Approval by the stockholders of the Corporation of the sale
         of substantially all of the Corporation's business and/or assets to a
         person or entity which is not a Subsidiary; or

              (4)  A Change in Control.


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         (r)  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
    amended from time to time.

         (s)  "FAIR MARKET VALUE" shall mean the closing price of the stock on
    the Composite Tape, as published in the Western Edition of The Wall Street
    Journal, of the principal national securities exchange on which the stock
    is so listed or admitted to trade, on such date, or, if there is no trading
    of the stock on such date, then the closing price of the stock as quoted on
    such Composite Tape on the next preceding date on which there was trading
    in such shares; provided, however, that if the stock is not listed or
    admitted to trade on a national securities exchange, the Committee may
    designate such other exchange, market or source of data as it deems
    appropriate for determining such value for Plan purposes.

         (t)  "INCENTIVE STOCK OPTION" shall mean an Option which is designated
    as an incentive stock option within the meaning of Section 422 of the Code,
    the award of which contains such provisions as are necessary to comply with
    that section.

         (u)  "NONQUALIFIED STOCK OPTION" shall mean an Option which is
    designated as a Nonqualified Stock Option.

         (v)  "OPTION" shall mean an option to purchase Common Stock under this
    Plan.  An Option shall be designated by the Committee as a Nonqualified
    Stock Option or an Incentive Stock Option.

         (w)  "PARTICIPANT" shall mean an Eligible Employee who has been
    granted an Award.

         (x)  "PERFORMANCE SHARE AWARD" shall mean an award of shares of Common
    Stock, issuance of which is contingent upon attainment of performance
    objectives specified by the Committee, and the vesting of which may be
    subject to other restrictions, or an award of shares as a bonus for
    achievement of objectives or otherwise exceptional individual performance
    or business results.
    
         (y)  "PERSONAL REPRESENTATIVE" shall mean the person or persons who,
    upon the disability or incompetence of a Participant, shall have acquired
    on behalf of the Participant, by legal proceeding or otherwise, the power
    to exercise the rights and receive the benefits specified in this Plan.

         (z)  "PLAN" shall mean the Dole Food Company, Inc. 1991 Stock Option
    and Award Plan, as from time to time amended.
    
         (aa) "QDRO" shall mean an order requiring the transfer of an Award or
    portion thereof pursuant to a state domestic relations law to the spouse,
    former spouse, child or other dependent of a Participant.  

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         (bb) "RESTRICTED STOCK" shall mean those shares of Common Stock issued
    pursuant to a Restricted Stock Award which are subject to the restrictions
    set forth in the related Award Agreement.

         (cc) "RESTRICTED STOCK AWARD" shall mean an award of a fixed number of
    shares of Common Stock to the Participant subject, however, to payment of
    such consideration, if any, and such forfeiture provisions, as are set
    forth in the Award Agreement.

         (dd) "RETIREMENT" shall mean retirement from active service as an
    employee or officer of the Company on or after obtaining age 55 with ten or
    more years of service or age 65.

         (ee) "RULE 16b-3" shall mean Rule 16b-3 promulgated by the Commission
    pursuant to the Exchange Act effective November 1, 1996, or any successor
    provision, as amended from time to time.

         (ff) "SECURITIES ACT" shall mean the Securities Act of 1933, as
    amended from time to time.

         (gg) "STOCK APPRECIATION RIGHT" shall mean a right to receive a number
    of shares of Common Stock or an amount of cash, or a combination of shares
    and cash, determined as provided in Section 4.3.

         (hh) "STOCK UNIT" shall mean a non-voting unit of measurement which is
    deemed for bookkeeping purposes to be equivalent to one outstanding share
    of Common Stock of the Company (subject to adjustment) solely for purposes
    of this Plan.

         (ii) "STOCK UNIT ACCOUNT" shall mean the bookkeeping account
    maintained by the Company on behalf of each Participant who is credited
    with Stock Units in accordance with Article VIII, which account may be
    payable in cash, stock and/or other consideration, as the Committee may
    determine.

         (jj) "SUBSIDIARY" shall mean any corporation or other entity a
    majority or more of the outstanding voting stock or voting power of which
    is beneficially owned directly or indirectly by the Corporation.

         (kk) "TOTAL DISABILITY" shall mean a "permanent and total disability"
    within the meaning of Section 22(e)(3) of the Code.

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    II.  GENERAL AND ADMINISTRATIVE PROVISIONS.

         2.1  PURPOSE.

         The purpose of this Plan is to promote the success of the Company 
         and the interest of its stockholders by providing a means to attract 
         and retain key employees by providing them long-term incentives to 
         improve the financial performance of the Company.

         2.2  ADMINISTRATION.

         (a)  COMMITTEE.  This Plan shall be administered by and Awards shall 
         be authorized by the Committee.  Action of the Committee with 
         respect to the administration of this Plan shall be taken pursuant 
         to a majority vote or by the unanimous written consent of its 
         members.  If action by the Committee is taken by written consent, 
         the action shall be deemed to have been taken at the time specified 
         in the consent or, if none is specified, at the time of the last 
         signature.  The Committee may delegate administrative functions to 
         individuals who are officers or employees of the Company.

         (b)  PLAN AWARDS; INTERPRETATION; POWERS OF THE COMMITTEE.  Subject 
         to the express provisions of this Plan, the Committee shall have the 
         authority to construe and interpret this Plan and any agreements 
         defining the rights and obligations of the Company and Participants 
         under this Plan; to further define the terms used in this Plan; to 
         prescribe, amend and rescind rules and regulations relating to the 
         administration of this Plan; to determine the duration and purposes 
         of leaves of absence which may be granted to Participants without 
         constituting a termination of their employment for purposes of this 
         Plan; to determine who is an Eligible Employee and the particular 
         Eligible Employees who will receive Awards; to grant Awards to 
         Eligible Employees, determine the price at which securities will be 
         offered or awarded and the amount of securities to be offered or 
         awarded; to determine the other specific terms and conditions of 
         such Awards, including performance criteria and goals, consistent 
         with the express limits of this Plan, establish the installments (if 
         any) in which such Awards shall become exercisable or shall vest, or 
         determine that no delayed exercisability or vesting is required, and 
         establish the events of termination or reversion of such Awards; to 
         approve the forms of Award Agreements (which need not be identical 
         either as to type of award or among Participants); to cancel, 
         modify, or waive the Corporation's rights with respect to, or 
         modify, discontinue, suspend, or terminate any or all outstanding 
         Awards held by Eligible Employees, subject to any required consent 
         under Section 8.7; to accelerate or extend the exercisability or 
         extend the term of any or all such outstanding Awards within the 
         maximum ten-year term of Awards under Section 2.5; and to make all 
         other determinations necessary or advisable for the administration 
         of this Plan.  The determinations of the Committee on the foregoing 
         matters shall be conclusive.

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         (c)  BINDING DECISIONS.  Any action taken by, or inaction of, the 
         Corporation, any Subsidiary, the Board or the Committee relating to 
         this Plan shall be within the absolute discretion of that entity or 
         body and shall be conclusive and binding upon all persons.  No 
         member of the Board or Committee, or officer of the Corporation or 
         Subsidiary, shall be liable for any such action or inaction of the 
         entity or body, of another person or, except in circumstances 
         involving bad faith, of himself or herself. Subject only to 
         compliance with the express provisions hereof, the Board and 
         Committee may act in their absolute discretion in matters related to 
         this Plan.  In making any determination or in taking or not taking 
         any action under this Plan, the Committee or the Board, as the case 
         may be, may obtain and may rely upon the advice of experts, 
         including professional advisors to the Corporation.  No director, 
         officer or agent of the Company shall be liable for any such action 
         or determination taken or made or omitted in good faith.

         (d)  CHANGES TO COMMITTEE.  Subject to the requirements of Section 
         1.1(j), the Board, at any time it so desires, may increase or 
         decrease the number of members of the Committee, may remove from 
         membership on the Committee all or any portion of its members, and 
         may appoint such person or persons as it desires to fill any vacancy 
         existing on the Committee, whether caused by removal, resignation or 
         otherwise.

    2.3  PARTICIPATION.          Awards may be granted only to Eligible 
         Employees.  An Eligible Employee who has been granted an Award may, 
         if otherwise eligible, be granted additional Awards if the Committee 
         shall so determine.  Members of the Board who are not officers or 
         employees of the Company, and members of the Committee, shall not be 
         eligible to receive Awards.

    2.4  STOCK SUBJECT TO THIS PLAN.

         (a)  AVAILABLE SHARES.  The stock to be offered under this Plan 
         shall be shares of the Corporation's authorized but unissued Common 
         Stock.  The maximum number of shares of Common Stock that may be 
         issued pursuant to Awards granted under this Plan shall not exceed 
         the sum of 5,000,000 shares, subject to adjustments (including the 
         adjustments for the distribution of shares of Castle & Cooke, Inc. 
         in December 1995) as set forth in Section 8.2.  If any Option and 
         any related Stock Appreciation Right shall lapse or terminate 
         without having been exercised in full, or any Common Stock subject 
         to a Restricted Stock Award which does not vest or any Common Stock 
         subject to a Performance Share Award which has not been issued or 
         become issuable, the unpurchased or unvested shares subject thereto 
         shall again be available for reissue for purposes of this Plan.

         (b)  INDIVIDUAL MAXIMUM.  The maximum number of shares subject to 
         Options or Stock Appreciation Rights that during any calendar year 
         are granted to any one person shall be limited to 500,000 and the 
         maximum number of shares in the aggregate subject to all Awards that 
         during any calendar year are granted to any 

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    individual under this Plan shall be 750,000.  Tandem or alternative 
    Awards shall be counted only once for these purposes, unless otherwise 
    required by Section 162(m).  Any Awards that are cancelled or repriced 
    during the year shall be counted against this limit, to the extent 
    required by Section 162(m).

         (c)  ADJUSTMENTS.  Each of the foregoing numerical limits in this
    Section 2.4 shall be subject to adjustments as contemplated by this Section
    2.4 and Section 8.2.

2.5  GRANT AND MAXIMUM TERM OF AWARDS.

         Subject to the express provisions of this Plan, the Committee has the
    authority to grant Awards.  The grant of an Award is made on the Award
    Date. The maximum term of an Award is 10 years; provided, however, that any
    payment of cash or delivery of stock pursuant to an Award may be delayed
    until a future date if specifically authorized by the Committee pursuant to
    Article VII or otherwise, by resolution, written consent or other writing.

2.6  EXERCISE OF AWARDS.

         An Option or Stock Appreciation Right shall be deemed to be exercised
    when the Corporation receives written notice of such exercise from the
    Participant, together with payment of the purchase price made in accordance
    with Section 3.2, except as may be necessary or advisable to be made
    following delivery of written notice of exercise in accordance with Section
    3.2.


III.     OPTIONS.

    3.1  GRANTS.

         One or more Options may be granted to any Eligible Employee.  Each
    Option so granted shall be designated in the applicable Award Agreement by
    the Committee as either a Nonqualified Stock Option or an Incentive Stock
    Option.

         3.2  OPTION PRICE.

         (a)  MINIMUM PRICE.  The purchase price per share of the Common Stock
    covered by each Option shall be determined by the  Committee, but in the
    case of Incentive Stock Options shall not be less than 100% (110% in the
    case of a Participant who owns more than 10% of the total combined voting
    power of all classes of stock of the Company) of the Fair Market Value of
    the Common Stock on the date the Incentive Stock Option is granted.  The
    purchase price of any shares purchased shall be paid in full at the time of
    each purchase in one or a combination of the following methods: (i) in
    cash, by electronic funds transfer, or by certified or cashier's check
    payable to the order of the Corporation; (ii) if authorized by the
    Committee or specified in the applicable Award Agreement, by a promissory
    note of the Participant consistent with 


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    the requirements of Section 8.5; or (iii) by delivery of shares of Common 
    Stock of the Corporation already owned by the Participant; provided, 
    however, the Committee may in its absolute discretion limit the 
    Participant's ability to exercise an Option by delivering shares, and 
    (without limiting the generality of the foregoing) any shares delivered 
    which were initially acquired upon exercise of a stock option must have 
    been owned by the Participant at least six months as of the date of 
    delivery.  Shares of Common Stock used to satisfy the exercise price of 
    an Option shall be valued at their Fair Market Value on the date of 
    exercise.

         (b)  CASHLESS EXERCISE.  In addition to the payment methods described
    in Section 3.2(a), the Option (or the Committee) may provide that the
    Option can be exercised and payment made by delivering a properly executed
    exercise notice together with irrevocable instructions to a broker to
    promptly deliver to the Corporation the amount of sale proceeds necessary
    to pay the exercise price and, unless otherwise disallowed by the
    Committee, any applicable tax withholding under Section 8.6.  The
    Corporation shall not be obligated to deliver certificates for the shares
    unless and until it receives full payment of the exercise price therefor
    and any related withholding obligations have been satisfied.

    3.3  OPTION PERIOD.

         Each Option and all rights or obligations thereunder shall expire on
    such date as shall be determined by the Committee, but not later than 10
    years after the Award Date, and shall be subject to earlier termination as
    provided in or pursuant to Section 8.2 or 8.3.

    3.4  EXERCISE OF OPTIONS.

         Except as otherwise provided in or pursuant to Sections 8.2, 8.3 and
    8.4, an Option may become exercisable, in whole or in part, on the date or
    dates specified in the Award Agreement and thereafter shall remain
    exercisable until the expiration or earlier termination of the Option.  No
    shares issuable upon exercise of an Option shall be exercisable until at
    least six months after the Award Date.  The Committee may, at any time
    after grant of the Option and from time to time, increase the number of
    shares purchasable at any time so long as the total number of shares
    subject to the Option is not increased.  No Option shall be exercisable
    except in respect of whole shares.  Not less than 100 shares of Common
    Stock may be purchased at one time unless the number purchased is the total
    number at the time available for purchase under the terms of the Option.

    3.5  LIMITATIONS ON GRANT OF INCENTIVE STOCK OPTIONS.

         (a)  $100,000 LIMIT.  To the extent that the aggregate Fair Market
    Value of stock with respect to which incentive stock options first become
    exercisable by a Participant in any calendar year exceeds $100,000, taking
    into account both Common Stock subject to Incentive Stock Options under
    this Plan and stock subject to incentive 

                                        8
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    stock options under all other plans of the Company, such options shall be 
    treated as nonqualified stock options.  For purposes of determining 
    whether the $100,000 limit is exceeded, the Fair Market Value of stock 
    subject to options shall be determined as of the date the options are 
    awarded.  In reducing the number of options treated as incentive stock 
    options to meet the $100,000 limit, the most recently granted options 
    shall be reduced first.  To the extent a reduction of simultaneously 
    granted options is necessary to meet the $100,000 limit, the Corporation 
    may, in the manner and to the extent permitted by law, designate which 
    shares of Common Stock are to be treated as shares acquired pursuant to 
    the exercise of an Incentive Stock Option under this Plan.

         (b)  OTHER TERMS.  There shall be imposed in any Award Agreement
    relating to Incentive Stock Options such terms and conditions as are
    required in order that the Option be an "incentive stock option" as that
    term is defined in Section 422 of the Code.

         (c)  10% OWNERS.  No Incentive Stock Option may be granted to any
    person who, at the time the Incentive Stock Option is granted, owns (or is
    deemed to own) shares of outstanding Common Stock possessing more than 10%
    of the total combined voting power of all classes of Common Stock of the
    Company, unless the exercise price of such Option is at least 110% of the
    Fair Market Value of the Common Stock subject to the Option and such Option
    by its terms is not exercisable after the expiration of five years from the
    date such Option is granted.


IV. STOCK APPRECIATION RIGHTS.

    4.1  GRANTS.

         In its discretion, the Committee may grant Stock Appreciation Rights
    concurrently with the grant of Options or thereafter with respect to an
    outstanding Option, on such terms as set forth by the Committee in the
    Award Agreement for such Option, including in circumstances involving a
    Change in Control or other Event or a termination of employment, or in
    anticipation thereof.  A Stock Appreciation Right shall extend to all or a
    portion of the shares covered by the related Option.  A Stock Appreciation
    Right shall entitle the Participant who holds the related Option, upon
    exercise of the Stock Appreciation Right and surrender of the related
    Option, or portion thereof, to the extent the Stock Appreciation Right and
    related Option each were previously unexercised, to receive payment of an
    amount determined pursuant to Section 4.3. Any Stock Appreciation Right
    granted in connection with an Incentive Stock Option shall contain such
    terms as may be required to comply with the provisions of Section 422 of
    the Code and the regulations promulgated thereunder.

                                        9
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    4.2  EXERCISE OF STOCK APPRECIATION RIGHTS.

         (a)  TIME/VALUE.  A Stock Appreciation Right shall be exercisable only
    at such time or times, and to the extent, that the related Option shall be
    exercisable and only when the Fair Market Value of the stock subject to the
    related Option exceeds the Option price of the related Option.

         (b)  SHARE ACCOUNTING.  In the event that a Stock Appreciation Right
    is exercised, the number of shares of Common Stock subject to the related
    Option shall be charged against the maximum amount of Common Stock that may
    be issued or transferred pursuant to Awards under this Plan.  The number of
    shares subject to the Stock Appreciation Right and the related Option of
    the Participant shall also be reduced by such number of shares.

         (c)  ADJUSTMENTS.  If a Stock Appreciation Right extends to less than
    all the shares covered by the related Option and if a portion of the
    related Option is thereafter exercised, the number of shares subject to the
    unexercised Stock Appreciation Right shall be reduced only if and to the
    extent that the remaining number of shares covered by such related Option
    is less than the remaining number of shares subject to such Stock
    Appreciation Right.

    4.3  PAYMENT.

         (a)  AMOUNT.  Upon exercise of a Stock Appreciation Right and
    surrender of an exercisable portion of the related Option, the Participant
    shall be entitled to receive payment of an amount determined by
    multiplying:

              (i)  the difference obtained by subtracting the Option price per
         share of Common Stock under the related Option from the Fair Market
         Value of a share of Common Stock on the date of exercise of the Stock
         Appreciation Right, by

              (ii) the number of shares with respect to which the Stock
         Appreciation Right shall have been exercised.

         (b)  FORM.  The Committee, in its sole discretion, may provide for
    payment upon exercise under Section 4.3(a) to be solely in cash, solely in
    shares of Common Stock (valued at Fair Market Value on the date of exercise
    of the Stock Appreciation Right), or partly in such shares and partly in
    cash, or may leave the election to the Participant, subject to any
    applicable legal requirements.  Absent a determination to the contrary by
    the Committee, all Stock Appreciation Rights shall be settled in cash as
    soon as practicable after exercise.  The exercise price for the Stock
    Appreciation Right shall be the exercise price of the related Option.

                                        10
<PAGE>

         (c)  VARIANCE.  Notwithstanding the foregoing, the Committee may, in
    the Award Agreement, determine the specific form of payment or may provide
    for a different specified amount of cash or stock or a combination thereof
    to be delivered upon exercise of a Stock Appreciation Right. 


V.  RESTRICTED STOCK AWARDS.

    5.1  GRANTS.

         Subject to Section 2.4, the Committee may, in its discretion, grant
    one or more Restricted Stock Awards to any Eligible Employee.  Each
    Restricted Stock Award Agreement shall specify the number of shares of
    Common Stock to be issued to the Participant, the date of such issuance,
    the price, if any, to be paid for such shares by the Participant and the
    restrictions imposed on such shares, which restrictions shall not terminate
    earlier than six months after the Award Date.

    5.2  RESTRICTIONS.  

         Unless the Committee otherwise expressly provides in the Award
    Agreement, during the restricted period Restricted Stock Awards shall be
    subject to the following restrictions:

         (a)  the shares may not be sold, assigned, transferred, pledged or
    otherwise disposed of or encumbered, either voluntarily or involuntarily,
    until such shares have vested;

         (b)  the holder shall have voting rights but shall not be entitled to
    dividends in respect of the restricted shares until they have vested, at
    which time accrued and paid dividends on such shares shall also vest;

         (c)  any cash paid by a holder to acquire restricted shares shall be
    returned to the holder, without interest, if the restricted shares do not
    vest; and

         (d)  shares of Restricted Stock (and any related dividends) that are
    subject to restrictions at the time of termination of employment, or are
    subject to other conditions to vesting that have not been satisfied by the
    time specified in the applicable Award Agreement, shall not vest and shall
    be returned to the Corporation.


VI. PERFORMANCE SHARE AWARDS.

    6.1  GRANTS.
    
         The Committee may, in its discretion, grant Performance Share Awards
    to Eligible Employees based upon:  the appreciation in the Fair Market
    Value, book value or other 

                                        11
<PAGE>

    measure of value of the Common Stock; the performance of the Company 
    based on earnings or cash flow; or such other factors as the Committee 
    shall determine.  In making such determinations, the Committee shall 
    consider (among other factors deemed relevant to the specific award 
    type), the Eligible Employee's contributions to the Company, 
    responsibilities and other compensation.  A Performance Share Award 
    Agreement shall specify the number of shares of Common Stock subject to 
    the Performance Share Award, the price, if any, to be paid for such 
    shares by the Participant and the required amount of appreciation in the 
    Fair Market Value, book value or other measure of value of Common Stock, 
    the required amount of change in the performance of the company based on 
    earnings or cash flow of the Company or specified Subsidiary or other 
    factors and other conditions determined by the Committee upon which 
    issuance to the Participant shall be based, which issuance shall not be 
    less than six months after the Award Date.  To the extent a Performance 
    Share Award constitutes an equity security (as this phrase is defined in 
    Rule 16a-1 under the Exchange Act) issued by the Corporation and is paid 
    in shares of Common Stock or cash, the number of shares of Common Stock 
    subject to such Performance Share Award shall be charged against the 
    maximum amount of Common Stock that may be issued pursuant to Awards 
    under this Plan.

    6.2  SECTION 162(m) PERFORMANCE-BASED SHARE AWARDS.

         Without limiting the generality of the foregoing, and in addition to
    awards granted under other provisions of this Plan, other performance-based
    awards within the meaning of Section 162(m) of the Code ("PERFORMANCE-BASED
    AWARDS"), whether in the form of restricted stock, performance stock,
    phantom stock or other rights, the vesting of which depends on the
    performance of the Company on a consolidated, segment, subsidiary or
    division basis with reference to net earnings (before or after tax), cash
    flow, return on equity or on assets or on net investment, or cost
    containment or reduction, or any combination thereof (the "performance
    criteria") relative to preestablished performance goals, may be granted
    under this Plan.  The applicable business criteria and specific performance
    goal or goals ("targets") must be approved by the Committee in advance of
    any applicable deadline under the Code and while the performance relating
    to such targets remains substantially uncertain.  The applicable
    performance measurement period may be not less than one nor more than ten
    years. Performance targets may be adjusted to mitigate the unbudgeted
    impact of material, unusual or nonrecurring gains and losses, accounting
    changes or other extraordinary events not foreseen at the time the targets
    were set.

         (a)  ELIGIBLE CLASS.  The eligible class of persons for Awards under
    this Section 6.2 shall be executive officers of the Company.
    
         (b)  MAXIMUM AWARD.  In no event shall grants made in any calendar
    year to any one person under this Section 6.2 relate to more than 500,000
    shares or a cash amount of more than $10 million.

                                        12
<PAGE>

         (c)  COMMITTEE CERTIFICATION.  Before any Performance-Based Award
    under this Section 6.2 is paid, the Committee must certify that the
    material terms of the Performance-Based Award were satisfied.

         (d)  TERMS AND CONDITIONS OF AWARDS.  The Committee will have
    discretion to determine the restrictions or other limitations of the
    individual Awards under this Section 6.2, including the authority to reduce
    Awards, payouts or vesting or to pay no Awards, in its sole discretion, if
    the Committee preserves such authority at the time of grant by language to
    this effect in its authorizing resolutions or otherwise.


VII.  STOCK UNITS.

    7.1  GRANTS.

         Subject to such rules and procedures as the Committee may establish
    from time to time, the Committee may, in its discretion, authorize a Stock
    Unit Award or the crediting of Stock Units pursuant to the terms of this
    Plan and any applicable deferred compensation plan maintained by the
    Company, permit an Eligible Employee to irrevocably elect to defer or
    receive in Stock Units all or a portion of any Award hereunder, or may
    grant Stock Units in lieu of, in exchange for, in respect of, or in
    addition to any other Award under this Plan or any other stock option plan
    or deferred compensation plan of the Company.  The specific terms,
    conditions and provisions relating to each Stock Unit grant or election,
    including the form of payment to be made at or following the vesting
    thereof, shall be set forth in or pursuant to the Participant's Alternative
    Exercise Agreement or other agreement and the relevant Company deferred
    compensation plan, in form substantially as approved by the Committee.

    7.2  OTHER PROVISIONS.

         The Committee shall determine, among other terms of a Stock Unit grant
    or Award, the form of payment of Stock Units, whether in cash, Stock, or
    other consideration (including any other Award) or any combination thereof,
    the valuation of the Stock Units or any non-cash payment for purposes of
    the Award, and the applicable vesting and payout provisions of the Stock
    Units.  The Committee in the applicable Award Agreement or the relevant
    Company deferred compensation plan may permit the Participant to elect the
    form and time of payout of vested Stock Units on such conditions or subject
    to such procedures as the Committee may impose, and may permit Stock Unit
    offsets or other provision for payment of any applicable taxes that may be
    due on the crediting, vesting or payment in respect of the Stock Units.  

                                        13
<PAGE>

VIII.    OTHER PROVISIONS.

         8.1  RIGHTS OF ELIGIBLE EMPLOYEES, PARTICIPANTS AND BENEFICIARIES.

         (a)  NO AWARD COMMITMENT.  Status as an Eligible Employee shall not 
         be construed as a commitment that any Award will be made under this 
         Plan to an Eligible Employee or to Eligible Employees generally.

         (b)  NO EMPLOYMENT COMMITMENT.  Nothing contained in this Plan (or 
         in Award Agreements or in any other documents related to this Plan 
         or to Awards) shall confer upon any Eligible Employee or Participant 
         any right to continue in the employ of the Company or constitute any 
         contract or agreement of employment, or interfere in any way with 
         the right of the Company to reduce such person's compensation or 
         other benefits or to terminate the employment of such Eligible 
         Employee or Participant, with or without cause, but nothing 
         contained in this Plan or any document related thereto shall affect 
         any other contractual right of any Eligible Employee or Participant.

         (c)  NO TRANSFER OF AWARDS.

              (i)  LIMIT ON EXERCISE.  Except as provided herein and subject 
              to Section 8.12, Awards may be exercised only by, and amounts 
              payable or shares issuable pursuant to an Award shall be paid 
              only to (or for the account of), the Participant or, if the 
              Participant has died, the Participant's Beneficiary or, if the 
              Participant has suffered a Disability, the Participant's 
              Personal Representative, if any, or if there is none, the 
              Participant.  Subject to Sections 8.1(c)(ii), 8.5 and 8.12, the 
              Committee may by express written authorization permit exercise 
              by and payment to certain persons or entities related to the 
              Participant who are permitted transferees of the Participant 
              without consideration, or such other persons as the Committee 
              deems appropriate, pursuant to such conditions and procedures 
              as the Committee in writing may establish and set forth in or 
              by amendment to an Award Agreement.
    
              (ii) LIMIT ON TRANSFER.  No option, right or other Award 
              granted under this Plan including, without limitation, any 
              undistributed performance share or share of Restricted Stock 
              that has not vested, shall be transferrable by the Participant 
              or shall be subject in any manner to anticipation, alienation, 
              sale, transfer, assignment, pledge, encumbrance or charge 
              (other than to the Corporation), except (i) by will or the laws 
              of descent and distribution, or (ii) pursuant to any other 
              exception to transfer restrictions expressly permitted by the 
              Committee and set forth in the Award Agreement (or an amendment 
              thereto), and (iii) in the case of Awards comprising Incentive 
              Stock Options, as permitted by the Code.  Any attempted 
              transfer in violation of these provisions shall be void and 
              shall be disregarded.

                                        14
<PAGE>

         (c)  DESIGNATION OF BENEFICIARY.  The designation of a Beneficiary
    shall not constitute a transfer prohibited by the foregoing provisions.

         (d)  PLAN NOT FUNDED.  Awards payable under this Plan shall be payable
    in shares or from the general assets of the Corporation, and no special or
    separate reserve, fund or deposit shall be made to assure payment of such
    Awards.  No Participant, Beneficiary or other person shall have any right,
    title or interest in any fund or in any specific asset (including shares of
    Common Stock) of the Company by reason of any Award granted hereunder. 
    Neither the provisions of this Plan (or of any documents related hereto),
    nor the creation or adoption of this Plan, nor any action taken pursuant to
    the provisions of this Plan shall create, or be construed to create, a
    trust of any kind or a fiduciary relationship between the Company and any
    Participant, Beneficiary or other person.  To the extent that a
    Participant, Beneficiary or other person acquires any rights in respect of
    an Award hereunder, such rights shall be no greater than the rights of any
    unsecured general creditor of the Company.

    8.2  ADJUSTMENTS UPON A REORGANIZATION OR CHANGES IN CAPITALIZATION.

         (a)  GENERAL.  If the outstanding shares of Common Stock are changed
    into or exchanged for cash or a different number or kind of shares,
    securities, or other property, or if additional shares or new or different
    securities or, other property are distributed with respect to the
    outstanding shares of the Common Stock, through a merger, combination,
    consolidation, or other reorganization or a recapitalization,
    reclassification, stock split, stock dividend, reverse stock split, stock
    consolidation, dividend or distribution of property to the stockholders of
    the Corporation which in the judgment of the Committee materially affects
    the value of the Common Stock, or if some other capital change or
    adjustment affecting the Common Stock shall be made, the Committee, shall
    in such manner and to such extent as it deems an appropriate, equitable,
    and proportionate, adjust the number and kind of securities, obligations or
    other consideration (including cash or other property) that are (is)
    subject to or may be delivered under this Plan and pursuant to outstanding
    Awards and in any applicable performance standards, and (if applicable)
    subsequent Awards, subject (i) in the case of a transaction that the
    Corporation does not survive as a legal entity to any required approval of
    the surviving or successor entity (or a parent or subsidiary thereof); (ii)
    in the case of a transaction to be accounted for as a pooling of interests,
    to any applicable limitations under generally accepted accounting
    principles; and (iii) to the provisions of Section 8.4 below.  A
    corresponding adjustment to the consideration payable with respect to
    Awards granted prior to any such change and to the price, if any, to be
    paid in connection with Restricted Stock Awards or Performance Share Awards
    shall also be made.  Corresponding adjustments shall be made with respect
    to Stock Appreciation Rights related to Options based upon the adjustments
    made to the Options to which they are related.  Further, in the case of an
    extraordinary dividend or other distribution, recapitalization,
    reclassification, reorganization, merger, consolidation, combination, sale
    of assets, split up, exchange, or spin off, the Committee may make
    provision for a cash payment or for the substitution or exchange of any or
    all outstanding Awards or the 


                                        15
<PAGE>

    cash, securities, or property deliverable to the holder of any or all 
    outstanding Awards based upon the distribution or consideration payable 
    to holders of the Common Stock of the Corporation upon or in respect of 
    such event; provided, however, in each case, that with respect to Awards 
    of Incentive Stock Options, no such adjustment shall be made which would 
    cause the Plan to violate Section 424(a) of the Code or any successor 
    provisions thereto without the written consent of holders materially 
    adversely affected thereby.  In any of such events, the Committee may 
    take such action sufficiently prior to such event if it deems such action 
    necessary or appropriate to permit the Participant to realize the 
    benefits intended to be conveyed with respect to the underlying shares in 
    the same manner as is or will be available to stockholders generally.

         (b)  SECTION 16 DEFERRAL.  Adjustments to Awards granted to
    Participants may be suspended or deferred for so long as the Committee
    determines that such adjustments adversely affect the ability of persons
    subject to the reporting and liability provisions of Section 16 of the
    Exchange Act to avoid liability under Section 16 of the Exchange Act.

         (c)  ASSUMPTION; SUBSTITUTION; OTHER SETTLEMENT ADJUSTMENTS.  Whether
    or not an Award is vested at the time of an Event, the Committee, prior to
    the Event but subject to any applicable limitations (in the case of a
    transaction to be accounted for as a pooling of interests) under generally
    accepted accounting principles, may in its discretion further provide in
    respect of any or all outstanding Awards:

              (i)  for the assumption of the outstanding Awards by a successor
         entity, or a parent or subsidiary thereof, with appropriate
         adjustments to the type of securities or property to be delivered, or

              (ii) for the substitution for the outstanding Awards of new
         Awards covering securities, obligations or consideration (including
         cash or other property), or any combination thereof, of or from the
         Corporation or a successor entity, or a parent or subsidiary thereof,
         in either case with appropriate, proportionate, equitable adjustments
         as to number and kind of securities, obligations and/or other
         consideration deliverable in respect of the vesting or on exercise of
         an Award and the applicable exercise or other prices and conditions in
         respect thereof; or

              (iii)     for the payment of the fair value of the outstanding
         Awards in complete settlement of all rights of the Participant
         thereunder; and

              (iv) if such provision is made under this Section 8.2(c), the
         Committee as constituted prior to the Event also may terminate the
         original Award upon such assumption, substitution or payment.

         (d)  OTHER BENEFITS.  In addition, the Committee may grant such
    additional rights in the foregoing circumstances as the Committee deems to
    be in the best interest 


                                        16
<PAGE>

    of the Participants and the Corporation in order to preserve for the 
    Participants the benefits of their Awards.

         (e)  RELIANCE.  In adjusting Awards to reflect the changes described
    in this Section 8.2, or in determining that no such adjustment is
    necessary, the Committee  may rely upon the advice of independent counsel
    and accountants of the Corporation, and the determination of the Committee
    shall be conclusive.

    8.3  EFFECT OF TERMINATION OF EMPLOYMENT.  

         Unless the Committee otherwise expressly provides in or by amendment
    to the Award Agreement:

         (a)  OPTIONS--RESIGNATION; DISMISSAL WITHOUT CAUSE.  If the
    Participant's employment by the Company terminates for any reason other
    than Retirement, Total Disability or death, the Participant shall have,
    subject to earlier termination pursuant to or as contemplated by Section
    3.3, three months from the date of termination of employment to exercise
    any Option to the extent it shall have become exercisable on the date of
    termination of employment, and any Option to the extent not exercisable on
    that date shall terminate.

         (b)  OPTIONS--RETIREMENT, DISABILITY OR DEATH.  If the Participant's
    employment by the Company terminates as a result of Retirement, Total
    Disability, or death, the Participant or Participant's Personal
    Representative or his or her Beneficiary, as the case may be, shall have,
    subject to earlier termination pursuant to or as contemplated by Section
    3.3, 12 months from the date of termination of employment to exercise any
    Option to the extent it shall have become exercisable by the date of
    termination of employment, and any Option to the extent not exercisable on
    that date shall terminate.

         (c)  SARS. Each Stock Appreciation Right granted concurrently with an
    Option shall have the same termination provisions and exercisability
    periods as the Option to which it relates.  The exercisability period of a
    Stock Appreciation Right shall not exceed that provided in Section 3.3 or
    in the related Award Agreement and the Stock Appreciation Right shall
    expire at the end of such exercisability period.

         (d)  RESTRICTED AND PERFORMANCE SHARES. In the event of a termination
    of employment with the Company for any reason, (i) shares of Common Stock
    subject to the Participant's Restricted Stock Award shall be forfeited in
    accordance with the provisions of the related Award Agreement to the extent
    such shares have not become vested on that date; and (ii) shares of Common
    Stock subject to the Participant's Performance Share Award shall be
    forfeited in accordance with the provisions of the related Award Agreement
    to the extent such shares have not been issued or become issuable on that
    date.

                                        17
<PAGE>
    
         (e)  ADJUSTMENT.  In the event or in anticipation of a termination of
    employment with the Company for any reason, other than discharge for cause,
    the Committee may, in its discretion (subject to the provisions of Sections
    2.5, 3.4, 5.1 and 6.1 and 8.5, 8.7 and 8.12) accelerate exercisability or
    vesting or extend  the exercisability or vesting period of an Award, or
    make      other changes to or provide for alternative settlement of an
    Award.

         (f)  CHANGE IN OWNERSHIP OF SUBSIDIARY.  If an entity ceases to be a
    Subsidiary, such action shall be deemed for purposes of this Section 8.3 to
    be a termination of employment of each employee of that entity who does not
    continue as an employee of another entity within the Company.

         (g)  STOCK UNITS.  Each Alternative Exercise Agreement or other Award
    Agreement in respect of Stock Units shall include the applicable benefit
    distribution and termination provisions for the grant or Award and shall
    specify the form of payment and may incorporate (to the extent applicable)
    terms of this Plan, another Award and/or any other deferred compensation
    plan under which it is governed.  

    8.4  ACCELERATION OF AWARDS UPON AN EVENT; OTHER CHANGES IN AWARDS.

         Unless prior to an Event the Committee determines that, upon its
    occurrence, there shall be no acceleration of Awards or determines those
    Awards which shall be accelerated and the extent to which they shall be
    accelerated, upon the occurrence of an Event (i) each Option and each
    related Stock Appreciation Right shall become immediately exercisable to
    the full extent theretofore not exercisable, (ii) Restricted Stock shall
    immediately vest free of restrictions, and (iii) the number of shares
    covered by each Performance Share Award and Stock Unit Account shall be
    issued to the Participant.  Acceleration of Awards shall comply with
    applicable regulatory requirements, including without limitation Rule 16b-3
    and Section 422 of the Code.

    8.5  COMPLIANCE; GOVERNMENT REGULATIONS.

         This Plan, the granting and vesting of Awards under this Plan and the
    offer, issuance or delivery of shares of Common Stock (and/or the payment
    of money or other property or securities) pursuant to this Plan or Awards
    are subject to compliance with all applicable federal and state laws, rules
    and regulations and to such approvals by any listing, regulatory or
    governmental agency (including without limitation "no action" positions of
    the Commission) as may, in the opinion of counsel for the Corporation, be
    necessary or advisable in connection therewith.  In connection with any
    stock issuance or transfer, the person acquiring the shares shall, if
    requested by the Corporation, give assurances satisfactory to counsel to
    the Corporation in respect of such matters as the Corporation may deem
    necessary or desirable to assure compliance with all applicable legal
    requirements.

                                        18
<PAGE>

    8.6  TAX WITHHOLDING.

         Upon the disposition by a Participant or other person of shares of
    Common Stock acquired pursuant to the exercise of an Incentive Stock Option
    prior to satisfaction of the holding period requirements of Section 422 of
    the Code, or upon the exercise of a Nonqualified Stock Option, the exercise
    of a Stock Appreciation Right, or distribution from or in respect of a
    Stock Unit Account, the vesting of a Restricted Stock Award, or the payment
    of a Performance Share Award, the Company shall have the right to (i)
    require such Participant or such other person to pay by cash, or certified
    or cashier's check payable to the Company, the amount of any taxes which
    the Company may be required to withhold with respect to such transaction or
    (ii) deduct from amounts paid in cash the amount of any taxes which the
    Company may be required to withhold with respect to such cash amounts.  The
    above notwithstanding, in any case where a tax is required to be withheld
    in connection with the issuance, transfer or vesting of shares of Common
    Stock under this Plan, the Participant may elect, pursuant to such rules
    and subject to such conditions as the Committee may establish (which
    conditions may require its specific approval, on a case-by-case basis), to
    have the Company reduce the number of such shares issued or transferred by
    the appropriate number of shares to accomplish such withholding.  The
    Committee may impose conditions on the payment of any withholding
    obligation necessary in the case of persons subject to the reporting and
    liability provisions of Section 16 of the Exchange Act to enable them to
    avoid liability under Section 16 of the Exchange Act or to secure the
    benefits otherwise available under any applicable exemptive or other rule
    thereunder with respect to a "plan" or particular award or action related
    thereto.  In any event, the Corporation shall not be obligated to issue or
    deliver shares and/or distribute cash to the Participant upon exercise or
    vesting of any Award, unless such withholding (or offset) as of or prior to
    the date of such issue or delivery is sufficient to cover all such sums due
    or which may be due with respect to such exercise or vesting.

    8.7  AMENDMENT, TERMINATION AND SUSPENSION.

         (a)  PLAN CHANGES.  The Board may, at any time, terminate or, from
    time to time, amend, modify or suspend this Plan (or any part hereof),
    including without limitation, amendments or modifications as may be
    necessary to enable Participants to avoid liability under Section 16 of the
    Exchange Act or to secure the benefits otherwise available under any
    applicable exemptive or other rule thereunder with respect to a "plan" or
    particular award or action related thereto.  In addition, the Committee
    may, from time to time, amend or modify any provision of this Plan, except
    Section 8.2 or 8.4.  No Awards may be granted during any suspension of this
    Plan or after its termination, but the Committee shall retain jurisdiction
    hereunder in respect of Awards granted prior thereto and may consistent
    with the terms hereof modify such Awards (including provision for deferred
    payment of vested awards consistent with the other terms of this Plan),
    unless the Board otherwise provides.

         (b)  CHANGES TO OUTSTANDING AWARDS.  The Committee may, with the
    consent of the Participant as to any adverse change, make such
    modifications of the 


                                        19
<PAGE>

    terms and conditions of such Participant's Award as it shall deem 
    advisable.  The Committee, with the consent of the Participant, may also 
    amend the terms of any Option to provide that the purchase price under 
    the Option of the shares remaining subject to the original Award shall be 
    reestablished at a price not less than 100% of the Fair Market Value of 
    the Common Stock on the effective date of the amendment. No modification 
    of any other term or provision of any Option which is amended in 
    accordance with the foregoing shall be required, although the Committee 
    may, in its discretion, make such further modifications of any such 
    Option as are not inconsistent with or prohibited by this Plan.  Changes 
    pursuant to Section 8.2 or 8.4 are not limited by or subject to this 
    Section 8.7(b).

         (c)  STOCKHOLDER APPROVAL.  If an amendment would (i) materially
    increase the benefits accruing to Participants under this Plan, (ii)
    materially increase the aggregate number of securities which may be issued
    under this Plan, or (iii) materially modify the requirements of eligibility
    for participation in this Plan, the amendment shall be approved by the
    Board and, to the extent then required by Section 424 of the Code or as may
    be necessary or desirable to avoid liability under Section 16 of the
    Exchange Act or to secure the benefits otherwise available under any
    applicable exemptive or other rule thereunder with respect to a "plan" or
    particular award or action related thereto or required by any other
    applicable law, or any successor provision thereto, by the requisite number
    of stockholders.

         (d)  EFFECT OF PLAN AMENDMENT ON OUTSTANDING AWARD.  Any amendment,
    suspension or termination of this Plan shall not, without specific action
    of the Board or the Committee and the consent of the Participant as to any
    adverse change, in any way modify, amend, alter or impair any rights or
    obligations under any Award previously granted under this Plan.

    8.8  PRIVILEGES OF STOCK OWNERSHIP; NONDISTRIBUTIVE INTENT.

         A Participant shall not be entitled to the privilege of stock
    ownership as to any shares of Common Stock not actually issued to him or
    her.  Upon the issuance and transfer of shares to the Participant, unless a
    registration statement is in effect under the Securities Act and applicable
    state securities law relating to such issued and transferred Common Stock
    and there is available for delivery a prospectus meeting the requirements
    of Section 10 of the Securities Act, the Common Stock may be issued and
    transferred to the Participant only if he or she represents and warrants in
    writing to the Corporation that the shares are being acquired for
    investment and not with a view to the resale or distribution thereof.

    8.9  EFFECTIVE DATE OF THIS PLAN.

         The effective date of this Plan was May 15, 1991.  Material amendments
    to this Plan effective February 1, 1996, were approved by the stockholders
    of the Corporation at annual meeting on May 9, 1996.  Amendments effective
    January 29, 1997 and July 31, 1997 were approved by the Board of Directors
    and did not require stockholder 


                                        20
<PAGE>

    approval, nor did they adversely affect any Award holder's rights or 
    benefits under this Plan.

    8.10 TERM OF THIS PLAN.

         Unless previously terminated by the Board, this Plan shall terminate
    at the close of business on May 14, 2001, and no Awards shall be granted
    under it thereafter, but such termination shall not affect any Award
    theretofore granted or the authority of the  Committee with respect to
    Awards then outstanding.

    8.11 GOVERNING LAW.

         This Plan and the documents evidencing Awards and all other related
    documents shall be governed by, and construed in accordance with, the laws
    of the State of California.  If any provision shall be held by a court of
    competent jurisdiction to be invalid and unenforceable, the remaining
    provisions of this Plan shall continue to be fully effective.

    8.12 LIMITATIONS AS TO EXECUTIVE OFFICERS.

         (a)  RULE 16b-3; BIFURCATION.  It is the intent of the Corporation
    that transactions or events in respect of Awards hereunder satisfy and be
    interpreted in a manner that in the case of Participants who are or may be
    subject to Section 16 of the Exchange Act satisfies the applicable
    requirements of Rule 16b-3  so that such persons (unless they otherwise
    agree) will be entitled to the benefits of Rule 16b-3 or other exemptive
    rules under Section 16 of the Exchange Act and will not be subjected to
    avoidable  liability there-under.  If any provision of this Plan or of any
    Award would otherwise frustrate or conflict with the intent expressed
    above, that provision to the extent possible shall be interpreted and
    deemed amended so as to avoid such conflict.  Notwithstanding anything to
    the contrary in this Plan, the provisions of this Plan may at any time be
    bifurcated by the Board or the Committee in any manner so that certain
    provisions of any Award Agreement (or this Plan) intended (or required in
    order) to satisfy the applicable requirements of Rule 16b-3 are only
    applicable to Section 16 Persons and to  those Awards to Section 16 Persons
    intended to satisfy the requirements of Rule 16b-3.

         (b)  SECTION 162(m).  It is the further intent of the Corporation that
    Options or SARs with an exercise or base price not less than Fair Market
    Value on the date of grant and performance awards under Section 6.2 of this
    Plan that are granted to or held by a Section 16 Person shall (if so
    designated by the Committee) qualify as performance-based compensation
    under Section 162(m) of the Code, and this Plan shall be interpreted
    consistent with such intent.

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    8.13 CAPTIONS.

         Captions and headings are given to the sections and subsections of
    this Plan solely as a convenience to facilitate reference.  Such headings
    shall not be deemed in any way material or relevant to the construction or
    interpretation of this Plan or any provision thereof.

    8.14 NO FRACTIONAL INTEREST.

         No fractional shares of stock shall be issued under this Plan, but
    fractional interests may be accumulated or paid in cash.

    8.15 NON-EXCLUSIVITY OF PLAN.

         Nothing in this Plan shall limit or be deemed to limit the authority
    of the Board or the Committee to grant awards or authorize any other
    compensation, with or without reference to the Common Stock, under any
    other plan or authority.


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