Amended and Restated
                                 OMI CORPORATION
                        1998 PERFORMANCE SHARE UNIT PLAN

SECTION 1. PURPOSE

The purpose of the OMI Corporation 1998 Performance Share Unit Plan, as 
amended and restated effective January 21, 1999, as set forth herein, is to
promote the short and long-term financial interests of the Company and its
Subsidiaries by: (i) attracting and retaining key executive personnel; (ii)
providing motivation to achieve long-term performance objectives of the Company
and its Subsidiaries; and (iii) aligning the interests of participating
executives with those of the Company's shareholders by linking incentive
compensation to the price of the Company's common stock.


SECTION 2. DEFINITIONS

Agreement:  the meaning set forth in Section 5(b).

Average Daily Stock Price: the mean, computed for the applicable period, of
closing reported sale prices for a share of Stock on the principal exchange on
which the Stock is then listed or admitted to trading for each trading date
during such period, or, if the Stock is not, on any such date, listed or
admitted to trading on a stock exchange, the mean of the closing representative
bid and asked prices for a share of the Stock on each such date as reported by
Nasdaq National Market (or any successor or similar quotation system regularly
reporting the market value of the Stock in the over-the-counter market), or, if
none of the foregoing methods are practicable, the fair market value of a share
of Stock on each such date determined by such other reasonable valuation method
as the Committee shall, in its discretion, select and apply in good faith for
the applicable period.

Board:  the Board of Directors of the Company.

Cause:  one of the following, as applicable:

         (a)      any misconduct, dishonesty, insubordination or other act which
                  is, or is intended to be, materially detrimental to the
                  Company and/or any Subsidiary, or materially damaging to the
                  Company's, any Subsidiary's and/or their affiliates'
                  relationships with their customers, employees, shareholders
                  and/or owners, as determined by the Committee in its
                  discretion; or

         (b)      if a Participant has entered into an employment agreement with
                  the Company or a Subsidiary, "cause" as defined therein, or a
                  material breach of such employment agreement by such
                  Participant.

Change in Control: a "change in control" with respect to the Company that would
be required to 


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be reported in response to Item 1(a) of the Current Report on Form 8-K, pursuant
to Section 13 or 15(d) of the Exchange Act, or equivalent for foreign filers,
other than in connection with the Distribution; provided that, without
limitation, a "Change in Control" shall be deemed to have occurred at such time
as any person or group of persons, within the meaning of Section 13(d) or 14(d)
of the Exchange Act, is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of twenty percent (20%)
or more of the combined voting power of the then outstanding securities of the
Company (other than, in any such event, a sale or other disposition to or for
the benefit of any employee benefit plan (or related trust) of the Company or a
Subsidiary, or acquisition or offer to acquire, by or on behalf of, the Company
or a Subsidiary or any group comprised solely of such entities, of shares of
Stock); provided, however, that a "Change in Control" shall not be deemed to
have occurred if such a person or group files and maintains a Schedule 13G
pursuant to Rule 13d-1 under the Exchange Act in connection with its purchase of
such securities; provided further, however, that upon the filing of a Schedule
13D pursuant to such rule by such person or group in connection with such
securities, there shall be deemed to be an immediate "Change in Control." The
foregoing to the contrary notwithstanding, a "Change in Control" shall be deemed
to have occurred if individuals who constitute the "Incumbent Board" cease for
any reason to constitute at least a majority of the Board. "Incumbent Board"
shall mean those individuals who constitute the Board immediately following the
date of the Distribution, or any successor or additional individual who becomes
a member of the Board and whose election, or nomination for election, by the
shareholders of the Company was approved by a vote of at least three-fourths of
the members of the Board comprising the Incumbent Board (either by a specific
vote or by approval of the proxy statement of the Company in which such
individual was named as a nominee for member of the Board without objection to
such nomination).

Committee: the Compensation Committee of the Board, or such other Board
committee as may be designated by the Board to administer the Plan.

Company: OMI Corporation, a Marshall Islands corporation, or any successor
entity.

Distribution: the distribution of all of the issued and outstanding shares of
Stock to the stockholders of Parent as declared by the Board of Directors of
Parent.

Eligible Employee: an employee of the Company or a Subsidiary whose
responsibilities and decisions, in the judgment of the Committee, directly
affect the management, growth, performance or profitability of the Company and
its Subsidiaries.

Exchange Act: the Securities Exchange Act of 1934, as it may be amended from
time to time.

Good Reason: one of (a) or (b), as applicable:

         (a)      any of the following: (i) relocation of the Company's offices
                  (or the location of the performance of work by the
                  Participant) beyond a fifty (50)-mile radius of New York City,
                  (ii) material diminution of the Participant's duties,
                  responsibilities, authorities, titles, offices and/or
                  reporting relationships with the Company or a Subsidiary
                  employing the Participant, or (iii) reduction of the
                  Participant's base salary or potential incentive compensation;
                  or


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         (b)      if a Participant has entered into an employment agreement with
                  the Company or a Subsidiary, "good reason" as defined therein,
                  or a material breach of such employment agreement by the
                  Company or such Subsidiary.

Parent: OMI Corp., a Delaware corporation, and, prior to the Distribution, owner
of all of the issued and outstanding shares of Stock.

Participant: an Eligible Employee who receives an award of Performance Share
Units pursuant to the Plan.

Performance Cycle: a period of three (3) consecutive calendar years ending on
December 31 of the last calendar year of such three-year period, for which an
award of Performance Share Units is made by the Committee under the Plan;
provided, however, that the 1998 and 1999 Performance Cycles shall be for
periods of one and two years, ending on December 31, 1998, and December 31,
1999, respectively.

Performance Share Unit: a notional unit with a value determined in accordance
with Section 6 based upon the Average Daily Stock Price.

Plan: this OMI Corporation 1998 Performance Share Unit Plan, as amended and
restated as set forth herein.

Retirement: a Participant's employment with the Company or a Subsidiary
terminates by reason of his or her retirement on or after either: (a) attaining
both fifty-five (55) years of age and fifteen (15) years of continuous service
with the Company, the Subsidiaries and/or the Parent and/or its subsidiaries or
affiliates; or (b) attaining both sixty-five (65) years of age and five (5)
years of continuous service with the Company, the Subsidiaries and/or the Parent
and/or its subsidiaries or affiliates.

Stock: the common stock, par value $0.50 per share, of the Company.

Subsidiary: any direct or indirect subsidiary of the Company or other entity in
which the Company owns, directly or indirectly, an equity interest, and which is
designated by the Committee, in its discretion, as a "Subsidiary" for purposes
of the Plan.

Total Disability: mental or physical impairment or incapacity rendering a
Participant substantially unable to perform his or her duties to the Company or
a Subsidiary for a period of longer than 180 days out of any 365-day period
during the period employed by the Company or a Subsidiary, as determined by the
Committee in its discretion.


SECTION 3. ADMINISTRATION AND INTERPRETATION

(a)  The Committee shall have exclusive authority to operate, manage and
     administer the Plan in accordance with its terms and conditions.
     Notwithstanding any other provision of the Plan to the contrary, in its
     absolute discretion, the Board may at any time and from time to time
     exercise any and all rights, duties and responsibilities of the Committee
     under the Plan, including, but not limited to, establishing procedures to
     be following by the 


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     Committee. The Committee shall be appointed from time to time by the Board,
     and shall consist of not less than two (2) members of the Board.
     Appointment of Committee members shall be effective upon their acceptance
     of such appointment. Committee members may be removed by the Board at any
     time either with or without cause, and such members may resign at any time
     by delivering notice thereof to the Board. Any vacancy on the Committee,
     whether due to action of the Board or any other reason, shall be filled by
     the Board.

(b)  Subject to the terms and conditions of the Plan, the Committee shall, in
     addition to its other duties and powers set forth elsewhere in the Plan,
     have the exclusive right and discretionary authority to: (i) determine
     eligibility for participation in the Plan and select the Participants; (ii)
     specify the number of Performance Share Units to be awarded to
     Participants; (iii) approve performance goals applicable to any Performance
     Cycle and otherwise establish and administer the terms, conditions,
     restrictions, limitations and other provisions of all awards of Performance
     Share Units; (iv) establish, amend, waive and/or rescind rules and
     regulations and administrative guidelines for carrying out the Plan or
     operation of the Committee; (v) at any time and from time to time after the
     granting of an award of Performance Share Units, specify such additional
     terms, conditions and restrictions with respect to any such award as the
     Committee may determine, in its discretion, are necessary or appropriate to
     ensure compliance with any and all applicable laws, rules and/or
     regulations, including, but not limited to, terms, conditions and
     restrictions for compliance with applicable securities laws and methods of
     withholding or providing for the payment of required taxes; (vi) to the
     extent otherwise permitted under the Plan, grant waivers of terms,
     conditions, restrictions and limitations under the Plan or applicable to
     any award of Performance Share Units; (vii) interpret and administer the
     Plan and the Agreements and correct any errors, supply any omissions or
     reconcile any inconsistencies in the Plan and/or any Agreement or any other
     instrument relating to any award of Performance Share Units; and (viii)
     take any and all such other actions it deems necessary or advisable for the
     proper operation and/or administration of the Plan. The Committee shall
     have full discretionary authority in all matters related to the discharge
     of its responsibilities and the exercise of its authority under the Plan.
     Decisions and actions by the Committee with respect to the Plan, any award
     of Performance Share Units and any Agreement shall be final, binding and
     conclusive on the Company, the Subsidiaries, Participants and employees of
     the Company and the Subsidiaries, and upon their respective beneficiaries,
     successors and assigns and upon all other persons having or claiming to
     have any right or interest in or under the Plan and/or any Agreement.

(c)  In serving on the Committee, the members thereof shall be entitled to
     indemnification as directors of the Company, and to any limitation of
     liability and reimbursement as directors with respect to their services as
     members of the Committee.

(d)  Except to the extent prohibited by applicable law, regulation or rule, the
     Committee may, in its discretion, allocate all or any portion of its
     responsibilities and powers under the Plan to any one or more of its
     members and/or delegate all or any part of its responsibilities and powers
     under the Plan to any person or persons selected by it; provided, however,
     the 


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     Committee may not delegate its authority to correct errors, omissions or
     inconsistencies in the Plan. Any such authority delegated or allocated by
     the Committee under this paragraph (d) of Section 3 shall be exercised in
     accordance with the terms and conditions of the Plan and any rules,
     regulations or administrative guidelines that may from time to time be
     established by the Committee, and any such allocation or delegation may be
     revoked by the Committee at any time.


SECTION 4. PARTICIPATION

(a)  Prior to the beginning of a Performance Cycle, the Committee shall select
     those Eligible Employees who will participate in the Plan with respect to
     such Performance Cycle; provided, however, that the Committee may select
     those Eligible Employees who will participate in the Plan for the 1998 and
     1999 Performance Cycles at any time prior to February 1, 1999. In
     designating Participants, the Committee will consider the recommendations
     of the Company's Chief Executive Officer.

(b)  The adoption of the Plan shall not be deemed to give any employee of the
     Company or any Subsidiary or any other person any right to be selected to
     participate in the Plan or to be awarded Performance Share Units.
     Participation in the Plan for any given Performance Cycle shall not give a
     Participant the right to participate in the Plan for any other Performance
     Cycle.


SECTION 5. AWARDS OF PERFORMANCE SHARE UNITS

(a)  Subject to the provisions of the Plan, the Committee may award Performance
     Share Units to selected Eligible Employees at the beginning of a
     Performance Cycle, or, in the case of the 1998 and 1999 Performance Cycles,
     at any time prior to February 1, 1999.

(b)  The Committee shall specify the terms and conditions of each award of
     Performance Share Units, consistent with the provisions of the Plan. Each
     such award shall be evidenced by a certificate or written agreement in a
     form and containing such terms and conditions as are approved by the
     Committee (the "Agreement").


SECTION 6. PAYMENT OF PERFORMANCE SHARE UNITS

(a)  The Company shall pay the value of the Performance Share Units granted to a
     Participant for a Performance Cycle within sixty (60) days after the
     completion of such Performance Cycle, which for the 1998 and 1999
     Performance Cycles shall be December 31, 1998, and December 31, 1999, with
     respect to one-half (1/2) of the Performance Share Units awarded for each
     such Performance Cycle, and December 31, 2000, with respect to the
     remaining one-half (1/2) of the Performance Share Units awarded for each
     such Performance Cycle.

(b)  The value of a Performance Share Unit payable by the Company shall equal
     the Average Daily Stock Price for the last six (6) calendar months of the
     Performance Cycle for which such Performance Share Unit is paid, except as
     otherwise provided in Section 8 in the event of a Change in Control. In the
     case of a Performance Share Unit payable by the 


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     Company with respect to the portion of the Performance Cycle ending on
     December 31, 1998, the value of such Performance Share Unit shall equal the
     Average Daily Stock Price for the six (6) calendar months immediately
     preceding January 1, 1999. In the case of a Performance Share Unit payable
     by the Company with respect to the portion of the Performance Cycle ending
     on December 31, 1999, the value of such Performance Share Unit shall equal
     the Average Daily Stock Price for the six (6) calendar months immediately
     preceding January 1, 2000. In the case of a Performance Share Unit payable
     by the Company with respect to the portions of either of the 1998 and 1999
     Performance Cycles ending on December 31, 2000, the value of such
     Performance Share Unit shall equal the Average Daily Stock Price for the
     six (6) calendar months immediately preceding January 1, 2001.

(c)  Payment for Performance Share Units shall be made by the Company by check,
     money order, bank draft, shares of Stock or any combination of such
     consideration, as determined by the Committee or the applicable
     Participant, in accordance with a written election filed with the Committee
     and subject to such conditions and limitations as the Committee, in its
     discretion, may prescribe.

(d)  Notwithstanding the other provisions of this Section 6 to the contrary,
     payment of all or a portion of a Participant's Performance Share Units may
     be deferred in accordance with such terms and conditions as may be
     prescribed by the Committee and may be set forth in the Participant's
     Agreement. Any such deferral may be mandatory, subject to such conditions
     as the Committee may, from time to time, prescribe, or pursuant to a
     written election filed by a Participant with the Committee, in the form and
     at the time or times prescribed by the Committee, and shall (i) constitute
     an unfunded, unsecured obligation of the Company to pay an amount equal to
     the value of the Performance Share Units deferred, determined in accordance
     with the immediately following sentence hereof and the Participant's
     Agreement, and (ii) be payable at such time as the Committee shall
     prescribe or the Participant elects, as applicable. The value of a deferred
     Performance Share Unit payable by the Company under this Section 6(d) shall
     equal the Average Daily Stock Price for the six (6) calendar months
     immediately preceding actual payment of such Performance Share Unit, except
     as otherwise provided in Section 8 in the event of a Change in Control.


SECTION 7. TERMINATION OF EMPLOYMENT

(a)  In the event a Participant's employment by the Company or a Subsidiary is
     terminated during a Performance Cycle due to death, Total Disability or
     Retirement, the Participant, or his or her beneficiary, the legal
     representative of the Participant or his or her estate or the proper
     legatees or distributees of the Participant, shall be entitled to receive
     payment in respect of a pro-rata portion of the Participant's
     then-outstanding Performance Share Units otherwise payable at the
     completion of the applicable Performance Cycle or Performance Cycles, based
     upon the portion of such Performance Cycle or Performance Cycles such
     Participant was actively employed by the Company and/or a Subsidiary;
     provided, however, that, notwithstanding any other provisions of the Plan
     to the contrary, 


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     (i) all then-outstanding Performance Share Units of a deceased Participant
     shall be so paid, in accordance with Section 6(a) and (c), following
     completion of the first Performance Cycle otherwise scheduled to end after
     the date of his or her death (irrespective of the regularly-scheduled close
     of any other then-outstanding Performance Cycle or Performance Cycles), and
     (ii) the value of the Performance Share Units so payable shall equal the
     Average Daily Stock Price for the six (6) calendar months immediately
     preceding the completion of such first Performance Cycle.

(b)  In the event a Participant's employment by the Company or a Subsidiary is
     terminated during a Performance Cycle for any reason other than those
     specified in paragraph (a) of this Section 7 or following a Change in
     Control as described in Section 8, all of the Participant's outstanding
     Performance Share Units will be forfeited, unless otherwise determined by
     the Committee, in its discretion; provided, however, that any Performance
     Share Units the payment of which was theretofore deferred pursuant to
     Section 6(d) (including, without limitation, any portion of the Performance
     Share Units awarded for the 1998 and 1999 Performance Cycles and normally
     payable on or after December 31, 2000, under Section 6(a)) shall not be
     forfeited and shall be paid to the Participant, following such termination
     of employment, in accordance with Section 6(d).

(c)  For purposes of the Plan, a transfer of an Eligible Employee from the
     Company to a Subsidiary or an affiliate of the Company, whether or not
     incorporated, or vice versa, or from one Subsidiary or affiliate of the
     Company to another, and a leave of absence, duly authorized in writing by
     the Company or a Subsidiary or affiliate of the Company, shall not be
     deemed a termination of employment of such Eligible Employee. For purposes
     of the Plan, termination of employment of a Participant, other than by
     reason of death, shall be deemed to occur on the date that notice of
     termination is given by the Company or a Subsidiary, or notice of
     resignation is given by the Participant.


SECTION 8. CHANGE IN CONTROL

(a)  In the event a Change in Control occurs during a Performance Cycle or
     Performance Cycles, all of a Participant's then outstanding Performance
     Share Units shall be conditionally forfeited; provided, however, that if
     such a Participant's employment by the Company or a Subsidiary (or any
     successor or acquirer thereof) is terminated involuntarily without Cause or
     is terminated by such Participant for Good Reason within two (2) years
     following a Change in Control, or the Company or its successor or acquiror
     does not provide the Participant with an incentive program of equivalent
     value to such conditionally forfeited Performance Share Units, such
     Participant shall be entitled to receive immediate payment, by check, money
     order or bank draft, of all of his or her Performance Share Units
     conditionally forfeited in connection with such Change in Control,
     notwithstanding the otherwise-scheduled completion of any such outstanding
     Performance Cycle or any other provisions of the Plan. The Company shall
     pay, by check, money order or bank draft, such earned portion of each such
     Participant's Performance Share Units promptly, but in any event no later
     than thirty (30) days, following the effective date of such Change in
     Control.


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(b)  In the event of a Change in Control, the amount paid with respect to
     Performance Share Units shall be based upon the highest of: (i) the Average
     Daily Stock Price for the six (6) full months immediately preceding the
     effective date of the Change in Control, (ii) the Average Daily Stock Price
     for the twenty (20) trading days immediately preceding the effective date
     of the Change in Control, and (iii) the highest price received by holders
     of Stock in connection with such Change in Control, and, notwithstanding
     Section 6, the value of each Performance Share Unit paid in the event of a
     Change in Control shall equal the highest of such amounts described in the
     immediately preceding clauses (i), (ii) and (iii).


SECTION 9. AMENDMENT AND TERMINATION; DURATION

(a)  The Plan may be amended, suspended, terminated or extended, and any
     outstanding Performance Share Units may be amended or modified, by the
     Committee at any time and in any respect; provided, however, that no
     amendment, suspension, termination, extension or modification shall impair
     the rights of any Participant, without his or her written consent, in any
     Performance Share Unit award outstanding under the Plan.

(b)  The Plan shall become effective upon the effective date of its adoption by
     the Board, provided, however, that such approval is conditioned upon both
     (i) the Distribution occurring on or prior to December 31, 1998, and (ii)
     approval of the Plan by the holders of a majority of the outstanding Stock
     which is present and voted at a meeting, or by written consent in lieu of a
     meeting, on or before December 31, 1998. Notwithstanding any other
     provision of the Plan or any Agreement to the contrary, although
     Performance Share Units may be awarded in accordance with the Plan
     following the effective date of adoption of the Plan by the Board and prior
     to the occurrence of the events described in clauses (i) and (ii) of this
     Section 9(b), should either, or both, of such events fail to occur on or
     prior to December 31, 1998, the Plan and any Performance Share Units
     previously awarded shall thereupon be automatically canceled and deemed to
     have been null and void ab initio. No Performance Share Units may be
     awarded under the Plan after the termination of the Plan; however,
     Performance Share Units theretofore awarded may extend beyond such date,
     and no such termination of the Plan shall affect the previously accrued
     rights of any Participant hereunder and all Performance Share Units
     previously awarded hereunder shall continue in force and in operation after
     the termination of the Plan, except as they may be otherwise canceled or
     terminated in accordance with the terms of the Plan or the Agreement.


SECTION 10. CHANGES IN CAPITAL

In the event of any change in the outstanding shares of Stock by reason of any
reorganization, recapitalization, stock split, reverse stock split, stock
dividend, subdivision, combination of shares, merger, consolidation, or any
other change in the corporate structure or shares of Stock, or in the event of
an extraordinary dividend, "spin-off," liquidation or other substantial
distribution of assets of the Company, or the issuance by the Company of shares
of its capital stock without receipt of full consideration therefor, or rights
or securities exercisable, convertible 


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or exchangeable for shares of its capital stock, the Committee shall make such
adjustments, if any, as it deems appropriate, to outstanding Performance Share
Units and the terms and conditions thereof.


SECTION 11. SECURITIES LAW COMPLIANCE

(a)  With respect to Eligible Employees subject to Section 16 of the Exchange
     Act, Performance Share Unit awards are intended to comply with all
     applicable conditions of Rule 16b-3 or any successor provisions, rule or
     regulation thereto. To the extent any provision of the Plan or action
     pursuant to the Plan involving such Eligible Employees is deemed not to
     comply with an applicable condition of such Rule 16b-3, such provision or
     action shall be deemed to be null and void as to such Eligible Employees to
     the extent permitted by law and deemed advisable by the Committee.

(b)  If at any time the Committee shall determine, in its discretion, that the
     listing, registration and/or qualification of shares of Stock upon any
     securities exchange or under any state or Federal law, or the consent or
     approval of any governmental regulatory body, is necessary or desirable as
     a condition of, or in connection with, the delivery of shares of Stock
     under the Plan, no such shares may be delivered unless and until such
     listing, registration, qualification, consent and/or approval shall have
     been effected or obtained, or otherwise provided for, free of any
     conditions not acceptable to the Committee. The Committee may require each
     person receiving Stock under the Plan to represent and agree with the
     Company in writing that such person is acquiring the shares of Stock for
     investment without a view to the distribution thereof. The Committee, in
     its absolute discretion, may impose such restrictions on the ownership and
     transferability of shares of Stock receivable by any person under the Plan
     as it deems appropriate. Any such restrictions shall be set forth in the
     applicable Agreement, and the certificates evidencing such shares may
     include any legend that the Committee deems appropriate to reflect any such
     restrictions.


SECTION 12. GENERAL PROVISIONS

(a)  Nothing in the Plan, any Agreement or in any instrument executed in
     connection with either shall confer upon any person any right to continue
     in the employment or other service of the Company or a Subsidiary, or shall
     affect the right of the Company or a Subsidiary to terminate the employment
     or other service of any person at any time with or without cause. No person
     shall have any rights or claims under the Plan except in accordance with
     the provisions of the Plan and the applicable Agreement.

(b)  The award of Performance Share Units shall not confer upon a Participant
     any of the rights of a stockholder of the Company. The Plan shall be
     unfunded, and the Company shall not be required to segregate any assets in
     respect of rights under the Plan. The expenses of the Plan shall be borne
     by the Company and/or its applicable Subsidiaries, as determined by the
     Committee.

(c)  Except as otherwise provided in this Section 12(c) the right to receive
     payment for any 


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     award of Performance Share Units under the Plan is not subject in any
     manner to transfer, pledge, sale, alienation, encumbrance or assignment.
     After the death of a Participant, payment for his or her outstanding
     Performance Share Units shall be made by the Company to the beneficiary
     most recently named by such Participant in a written designation thereof
     filed with the Company, or, in lieu of any such surviving beneficiary, as
     designated by the Participant by will or by the laws of descent and
     distribution. In the event of the death of a Participant, the Company shall
     be under no obligation to make payment of his or her outstanding
     Performance Share Units unless and until the Committee is satisfied that
     the person to whom such payment is to be made is the duly appointed legal
     representative of the deceased Participant's estate or the proper legatee
     or distributee thereof or the named beneficiary of the Participant.

(d)  Participants shall be solely responsible for the payment of any taxes of
     any kind due or required to be withheld in connection with the Plan or with
     respect to Performance Share Units awarded under the Plan, and in no event
     shall the Company or any Subsidiary be required to make any payment to a
     Participant under the Plan until such Participant has paid to the Company
     in cash, or made arrangements satisfactory to the Company, as determined in
     the Committee's discretion, regarding payment of, any such taxes. The
     Company and/or any Subsidiary may take whatever actions are necessary and
     appropriate to satisfy all obligations of Participants for the payment of
     all taxes in connection with any Performance Share Units, including,
     without limitation, the deduction of any such taxes from any payment of any
     kind otherwise due to the Participant, including, without limitation, under
     the Plan.

(e)  Notwithstanding any provisions of the Plan to the contrary, to the extent
     permitted by applicable law, the Company may offset any amounts to be paid
     to a Participant (or to his or her beneficiary or legal representative)
     hereunder against any amounts which such Participant may owe to the Company
     or any Subsidiary.

(f)  The Plan shall be binding upon and inure to the benefit of the Company, the
     Subsidiaries and their successors and assigns, and all Participants and
     their beneficiaries, successors or assigns, and all other persons claiming
     under or through any of them. By accepting any benefit under the Plan, each
     Participant, and any person claiming under or through such Participant,
     shall be conclusively deemed to have indicated their acceptance and
     ratification of, and consent to, all of the terms and conditions of the
     Plan and any action taken under the Plan by the Committee, the Company or
     the Board.

(g)  Neither the adoption of the Plan nor anything contained herein shall affect
     any other compensation or incentive plans or arrangements of the Company or
     any Subsidiary, or prevent or limit the right of the Company or any
     Subsidiary to establish any other forms of incentives or compensation for
     their employees or consultants or directors otherwise than under the Plan.

(h)  Any liability of the Company or a Subsidiary to any Participant with
     respect to any award of Performance Share Units shall be based solely upon
     contractual obligations created by the Plan and the Agreement. Neither the
     Company nor a Subsidiary nor any member of 


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     the Committee or the Board, nor any other person participating in any
     determination of any question under the Plan, or in the interpretation,
     administration or application of the Plan, shall have any liability, in the
     absence of bad faith, to any party for any action taken or not taken in
     connection with the Plan, except as may expressly be provided by statute.

(i)  The Plan shall be governed by the laws of the State of New York, except as
     superseded by applicable Federal law.

(j)  The words "Section" and "paragraph" shall refer to provisions of the Plan,
     unless expressly indicated otherwise.


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