Exhibit 10(a)


                                                                            
                                   ALBERTO-CULVER COMPANY

                                  MANAGEMENT INCENTIVE PLAN

                             (as amended through December 3, 1996)


1.   Establishment. Alberto-Culver Company and its subsidiaries hereby establish
     the  Management  Incentive  Plan ("MIP") for key salaried  employees of the
     Company.  The MIP  provides  for annual  awards to be made to  Participants
     based upon the  achievement  of  financial  and  non-financial  performance
     objectives. This MIP is established as an unfunded,  non-qualified deferred
     compensation  plan  intended for the benefit of  employees  who are among a
     select group of management and/or highly compensated participants.  Nothing
     contained in this MIP and no action  taken  pursuant to the  provisions  of
     this MIP shall create or be  construed to create a trust of any kind,  or a
     fiduciary  relationship  between  the  Company  and  the  Participant,  his
     designated beneficiary or any other person. Any funds which may be invested
     under the  provisions  of this MIP shall  continue for all purposes to be a
     part of the  general  assets of the  Company  and no person  other than the
     Company shall by virtue of the  provisions of this MIP have any interest in
     such  funds.  To the  extent  that any  person  acquires a right to receive
     payments  from the Company  under this MIP,  such right shall be no greater
     than the right of any unsecured general creditor of the Company.

2.    Purpose.  The purpose of the MIP is to attract and retain in the employ of
      the  Company  persons   possessing   outstanding   management  skills  and
      competence  who  will  contribute  substantially  to  the  success  of the
      Company.  The MIP is intended  to provide  incentives  to such  persons to
      exert their  maximum  efforts on behalf of the Company by  rewarding  them
      with additional  compensation  when the Company and the  Participant  have
      achieved the financial and individual business  objectives,  respectively,
      provided for in the MIP.

3.    Effective Date and Performance  Periods.  The effective date of the MIP is
      October 1, 1994, subject to stockholder  approval.  The Plan Year shall be
      the 12  consecutive-month  period  ending  September  30,  1995  and  each
      September 30 thereafter.  The MIP will continue in effect until and unless
      terminated by the Board of Directors.

4.    Definitions.  The definition of key terms are as follows:

a.   "Change in Control" shall have the meaning set forth in Section 14.d.1.

b    "Committee"  means the Compensation  Committee of the Board of Directors of
     the Company,  consisting  solely of outside directors within the meaning of
     Section  162(m)  of the  Internal  Revenue  Code of 1986 and the  rules and
     regulations thereunder.

c.   "Company"  means  Alberto-Culver  Company  or  a  Subsidiary.  d.  "Covered
     Employee"  means  the Chief  Executive  Officer  and the four  most  highly
     compensated  executives (other than the Chief Executive Officer) within the
     meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended,
     and the rules and regulations thereunder, as applied to the previous Fiscal
     Year or any person so designated by the Committee.  e. "Employee" means any
     person,  including an officer or director,  who is employed on a permanent,
     full-time  basis by, and receives a regular  salary from,  the Company.  f.
     "Exempt  Person" and "Exempt  Persons"  shall have the meaning set forth in
     Section 14.d.2.  g.  "Incumbent  Board" shall have the meaning set forth in
     Section 14.d.3. h. "Individual Business Objectives" means the objectives as
     set forth in a letter of  recommendation  prepared by the  Participant  and
     agreed upon by the Committee.  i.  "Participant"  means any Employee of the
     Company  who has been  selected to  participate  in the MIP. j. "Plan Year"
     shall be the Company's fiscal year for financial  reporting purposes (i.e.,
     the 12 consecutive-month  period ended September 30). k. "Subsidiary" means
     any  corporation in which the Company owns (directly or indirectly)  50% or
     more of the outstanding stock entitled to vote for directors. - 10 -

<PAGE>



l.   "Base  Salary"  means  (i) with  respect  to a Covered  Employee,  the base
     compensation  payable to a Participant during the Plan Year as fixed by the
     Compensation  Committee on the last day of the previous Plan Year; and (ii)
     with respect to all other  Participants,  the base compensation paid to the
     Participant  during the Plan Year,  exclusive of the amounts  payable under
     this MIP, the value of stock options and fringe benefits,  but inclusive of
     the amount of base compensation deferred under the Company's 401(k) plan or
     other deferred compensation plans

m.   "Bonus Award  Opportunity"  means the annual award,  stated as a percent of
     Base Salary,  which would be earned if financial and individual  objectives
     are exactly achieved.  n. "Profit Center" means a division or Subsidiary of
     the Company which is responsible for preparing and submitting  annual sales
     and pre-tax profit (loss) objectives.

5.   Eligibility.  Participation in the MIP is limited to key salaried employees
     of the Company and its  Subsidiaries.  Each Plan Year, the Committee  shall
     designate in writing those eligible  Employees who will  participate in the
     MIP during that Plan Year.  In the event an employee  who would be eligible
     to  participant  in the MIP is hired after the  beginning of the Plan Year,
     the Committee  may, but need not,  designate such employee as a Participant
     for such Plan Year; provided,  however,  that no employee shall be eligible
     to participate in the MIP for any Plan Year in which he or she was employed
     with the Company for less than four months.  In the event a new employee is
     designated  as  a  Participant,   the  Committee   shall  assign  such  new
     Participant his or her Bonus Award Opportunity for the remaining portion of
     the Plan Year and notify the new  Participant of the financial  performance
     goals and his or her Individual Business Objectives on which any cash award
     will be  based.  The  Committee  shall  make  such  adjustments  to the new
     Participant's  actual  cash  award  as the  Committee  deems  necessary  or
     appropriate  to take into  account the fact that such  Participant  was not
     employed for the entire Plan Year.

6.   Award  Opportunities.  Within 90 days  following  the beginning of the Plan
     Year, each Participant  will be assigned a Bonus Award  Opportunity for the
     Plan  Year.  Actual  awards  can range  from 0% to 150% of the Bonus  Award
     Opportunity  based  on  actual  performance  compared  to  the  performance
     objectives established for the Plan Year. The total Bonus Award Opportunity
     will relate to the performance of the Company,  one or more Profit Centers,
     Individual Business Objectives or any combination thereof.  Notwithstanding
     anything  to the  contrary  hereinabove  set forth in this  Section 6 or in
     Section 8 or 9 of the MIP, but subject in all respects to Sections 7 and 14
     of the MIP, any Bonus Award Opportunity and the amount of any annual award,
     other  than a Change in  Control  Award (as such term is defined in Section
     14.b of the MIP),  payable to any Participant other than a Covered Employee
     may be increased or decreased  as the  Committee,  in its sole  discretion,
     shall  determine based on such factors and  circumstances  as the Committee
     shall deem appropriate."

7.   Maximum Award Payable. The maximum amount payable under the MIP to a single
     Participant may not exceed $2.5 million per fiscal year of the Company.

8.    Financial Performance  Objectives.  Within 90 days following the beginning
      of the Plan Year,  the Company and each Profit Center will be assigned one
      or more financial  performance  objectives  representing the goals for the
      Company or the Profit  Center  for the Plan  Year.  Financial  performance
      objectives  will be  based  upon  sales  and  pre-tax  earnings.  For each
      financial  performance  objective,  three  levels of  performance  will be
      established:

      --     Target Level.  For  performance  equal to the target level,  50% of
             that  portion  of  the  Bonus  Award  Opportunity  assigned  to the
             performance   objective  will  be  earned.   Below  this  level  of
             performance,  no  annual  award  will be  earned  relative  to this
             performance   objective  except  as  otherwise  determined  by  the
             Committee  pursuant  to  Section 6 of the MIP with  respect  to any
             Participant other than a Covered Employee.

      --     Goal Level.  For performance equal to the goal level, 100% of that 
             portion of the Bonus Award Opportunity assigned to the performance 
             objective will be earned.
             ----------
             
      --     Super Bonus Level.  For performance equal to the super bonus level,
             150% of that portion of the Bonus Award
             -----------------
             Opportunity assigned to the performance objective will be earned.

      Each  Participant  will be  notified  in writing of his or her Bonus Award
      Opportunity,  the performance objectives set for the Company and/or his or
      her Profit  Center,  if  applicable,  and the  portion of his or her Bonus
      Award  Opportunity  allocated  to the  Participant's  Individual  Business
      Objectives, if any.

      If actual  performance falls between the target and goal or goal and super
      bonus levels, the percentage of the Bonus Award Opportunity earned will be
      determined using arithmetic interpolation.

      At the end of each Plan Year, the Committee  shall certify  whether or not
      the performance objectives have been attained by each Participant.  Except
      as  otherwise  provided  in  Section  14.a.  hereof,  no cash award may be
      payable to a Participant prior to such certification.

                                     - 11 -

<PAGE>




      The  Committee  shall  have  the  sole  authority  to  set  all  financial
      performance objectives and to modify such financial performance objectives
      during the Plan Year as deemed appropriate;  provided,  however,  that the
      Committee may not modify the performance  objectives during a Plan Year to
      increase the cash award payable to a Covered Employee.

9.    Individual Business Objectives. The Committee, at its sole discretion, may
      allocate a portion of a Participant's Bonus Award Opportunity for the Plan
      Year to the Participant's Individual Business Objectives. The three levels
      of performance  established  for the financial  performance  objectives in
      Section  8 hereof  will  also be  applicable  to the  Individual  Business
      Objectives.

10.   Administration--Powers and Duties of the Committee.

      a.   Administration.   The  Committee   shall  be   responsible   for  the
      administration  of  the  MIP.  The  Committee,   by  majority  action,  is
      authorized to interpret the MIP, to  prescribe,  amend,  and rescind rules
      and  regulations  relating  to the MIP,  to  provide  for  conditions  and
      assurances  deemed  necessary  or advisable to protect the interest of the
      Company and to make all other  determinations  necessary or advisable  for
      the administration of the MIP. Determinations,  interpretations,  or other
      actions made or taken by the Committee  pursuant to the  provisions of the
      MIP shall be final and binding and  conclusive  for all  purposes and upon
      all persons whomsoever. No member of the Committee shall be liable for any
      action or determination  made in good faith with respect to the MIP or any
      annual award made hereunder.

      b. Amendment, Modification, and Termination of MIP. The Board of Directors
      or the  Committee  may at any time  terminate,  and from  time to time may
      amend or modify the MIP,  except that no amendment by the Committee  shall
      increase the amount of an annual award payable to a  Participant  or class
      of  Participants  or allow a member of the Committee to be a  Participant.
      Termination  of the MIP shall not be  effective  with  respect to the Plan
      Year in which it occurs.

11.   Payment of Annual Award.

      a. Payment of Award.  The Company shall pay the annual award to the
      Participant as soon after the end of the Plan Year as the amount of the
      award can  practicably be determined and certified by the Committee,
      but no later than December 15th of  each year.
     
      b. Changes in Employment Status. If a Participant's  employment terminates
      during a Plan  Year or after  the end of the Plan  Year,  but prior to the
      payment of the annual award,  no award will be payable for that Plan Year.
      If the  Participant's  employment  terminates  during the Plan Year due to
      death,  disability  or  retirement,  the  Committee  shall  have  the sole
      authority  and   discretion  to  award  a  Participant   (or  his  or  her
      beneficiary)  a portion  of the  annual  award  that  would  otherwise  be
      payable.

      c.  Deferral of Award.  A  Participant  may,  in  writing,  filed with the
      Committee  within 15 days following the receipt of his or her  participant
      letter,  elect to defer  payment of his  annual  award so that it shall be
      paid in not more than five equal annual installments  commencing after his
      or her  retirement  if he or she shall  then have  attained  the age of 60
      years,  and if he or she  shall  not  then  have  attained  such  age then
      commencing  with the year he or she shall attain the age of 60 years.  The
      Committee,  in its sole discretion,  at any time, or from time to time may
      accelerate any distribution  which would otherwise be deferred in the case
      of an unforeseeable event. The Committee,  in its sole discretion,  at any
      time, or from time to time,  may prohibit or limit  deferral of any annual
      award below a specific dollar amount determined by the Committee.

      d.  Interest  Payable on Deferred  Payments.  Any annual  award to which a
      Participant  shall have  elected  deferred  payment  hereunder  shall bear
      interest at a rate  determined by the Committee.  The amount on which this
      interest  shall accrue shall be the net deferred  amount after the payment
      of  withholding  payroll  taxes,  if any. A separate  accounting  shall be
      maintained  for each  Participant  with respect to the  deferred  payments
      hereunder.

      e.   Investment  in   Alberto-Culver   Company  Stock.  As  an  additional
      alternative   to  lump  sum  cash   payment  and  at  any  time  prior  to
      distribution,  a Participant  may elect to have all or a portion of his or
      her annual  award,  less  withholding  taxes,  invested in  Alberto-Culver
      Company  common stock under the Company's  stock  purchase  plan, but this
      shall not constitute a deferred payment for purposes of this MIP.

12.  Beneficiary. If a Participant dies before receiving the annual award and/or
     any previously  deferred awards to which he or she is entitled to under the
     MIP,  such awards  shall be paid to such person  whom the  Participant  has
     designated  by an instrument  in writing,  and in a form  acceptable to the
     Board of Directors,  executed by the Participant and delivered to the Board
     of  Directors  in  care  of  the  Secretary  of  the  Company   during  the
     Participant's  lifetime. Such designation may be revoked or modified by the
     Participant  from  time to  time  by an  instrument  in  writing  in a form
     acceptable  to the Board of  Directors,  executed  by the  Participant  and
     delivered to the Board of Directors in care of the Secretary of the Company
     during the Participant's  lifetime.  If no such designation is delivered to
     the  Board  of  Directors,  or if no such  designated  beneficiary  is then
     living,  the  annual  award  shall be paid to the  surviving  spouse of the
     Participant,  or in the event  there is no such  surviving  spouse,  to the
     estate of the Participant.

                                      - 12 -





13.   Withholding Payroll Taxes. To the extent required by the laws in effect at
      the time  payments are made,  the Company  shall  withhold from the annual
      cash,  stock or  deferred  award made  hereunder  an amount  necessary  to
      satisfy any taxes  required to be withheld  for federal,  state,  or local
      governmental purposes.

14.  Change in Control.

a.   Application.   Notwithstanding   any  other  provision  of  the  Plan,  the
     provisions  of this  Section  14 shall  apply on and  after the date that a
     Change in Control (as defined in Section 14.d.1.) occurs. Any award payable
     to a  Participant  pursuant to this  Section 14 for a Plan Year shall be in
     lieu of any award otherwise payable under the Plan.

     b.  Determination  of Awards.  Upon the occurrence of a Change in Control,
     each  Participant  shall be  eligible  to  receive  an award (a "Change in
     Control  Award")  equal to (i) an annual  amount  calculated  based on the
     assumption that the financial performance of the Company or Profit Center,
     as the case may be, and the  achievement of the  Participant's  Individual
     Business  Objectives,  if any, are each equal to the "Goal Level" for such
     Plan Year as  described  in  Section 8 of the Plan,  multiplied  by (ii) a
     fraction,  the  numerator of which is the number of whole months that have
     elapsed  in the Plan  Year as of the date on which the  Change in  Control
     occurs  (including the month in which such Change in Control occurs if the
     date of such Change in Control is on or after the 16th of the month),  and
     the  denominator  of which is  twelve.  The  amount of any such  Change in
     Control Award shall not be subject to revision or adjustment.

     c.  Payment of Awards.

             1. Payment.  Notwithstanding anything in this Plan to the contrary,
             each Participant (or Beneficiary  thereof) shall be paid the Change
             in Control Award,  determined  pursuant to Section 14.b.,  no later
             than 30 days  after  the date of the  occurrence  of the  Change in
             Control (the "Payment Date"), in the form of a single lump sum cash
             payment.  Such award  shall not be subject  to  forfeiture  for any
             reason.

             2.  Interest  on  Late  Payment.  If any  amount  to be  paid  to a
             Participant (or Beneficiary thereof) pursuant to Section 14.c.1. is
             not paid in full by the Payment  Date,  then the Company shall also
             pay to that  Participant  (or  Beneficiary)  interest on the unpaid
             amount for the period  beginning  on the Payment Date and ending on
             the date that the amount is paid in full. The amount of interest to
             be paid to a Participant (or Beneficiary  thereof) pursuant to this
             Section 14.c.2. shall be computed using an annual rate equal to two
             percent  above the  prime  rate  from  time to time in  effect,  as
             published under "Money Rates" in The Wall Street Journal, but in no
             event  higher  than  the  maximum  legal  rate  permissible   under
             applicable law.  Payments received by a Participant (or Beneficiary
             thereof)  under the Plan shall be credited  first  against  accrued
             interest until all accrued interest is paid in full before any such
             payment is credited  against the amount payable pursuant to Section
             14.c.1.
<PAGE>

     d.     Definitions.

             1.  The term "Change in Control" means:

             A.  The occurrence of any one or more of the following events:

                         (i) The acquisition by any individual,  entity or
                         group (a "Person"), including any "person" within
                         the  meaning of Section  13(d)(3)  or 14(d)(2) of
                         the  Securities  Exchange Act of 1934, as amended
                         (the  "Exchange  Act"),  of beneficial  ownership
                         within  the  meaning  of Rule  13d-3  promulgated
                         under the Exchange Act of both (x) 20% or more of
                         the combined voting power of the then outstanding
                         securities  of  the  Company   entitled  to  vote
                         generally  in  the  election  of  directors  (the
                         "Outstanding  Company Voting Securities") and (y)
                         combined  voting  power  of  Outstanding  Company
                         Voting  Securities  in  excess  of  the  combined
                         voting power of the  Outstanding  Company  Voting
                         Securities  held by the Exempt  Persons  (as such
                         term is defined in  Section  14.d.2.);  provided,
                         however,  that a  Change  in  Control  shall  not
                         result  from an  acquisition  of  Company  Voting
                         Securities:

                           (a)  directly from the Company, except as otherwise 
                                provided in Section 14.d.1.B(i);

                           (b)  by the Company, except as otherwise provided in
                                Section 14.d.1.B(ii);

                           (c)  by an Exempt Person;

                           (d)  by an employee benefit plan (or related trust)
                                sponsored or maintained by the Company
                                or any corporation controlled by the Company; or


                                              - 13 -

<PAGE>



                       (e)     by  any  corporation  pursuant  to a
                               reorganization,  merger or consolidation
                               involving the Company,  if,  immediately
                               after  such  reorganization,  merger  or
                               consolidation,  each  of the  conditions
                               described  in  clauses  (a)  and  (b) of
                               Section     14.d.1.A(iii)    shall    be
                               satisfied.

                               (ii) The  cessation for any reason of the members
                               of the  Incumbent  Board (as such term is defined
                               below) to  constitute  at least a majority of the
                               Board of Directors.

                               (iii) Approval by the stockholders of the Company
                               of  a  reorganization,  merger  or  consolidation
                               unless, in any such case,  immediately after such
                               reorganization, merger or consolidation:

                                        (a) more than 60% of the combined voting
                                        power of the then outstanding securities
                                        of the  corporation  resulting from such
                                        reorganization,  merger or consolidation
                                        entitled  to  vote   generally   in  the
                                        election    of    directors    is   then
                                        beneficially    owned,    directly    or
                                        indirectly,  by all or substantially all
                                        of the  individuals or entities who were
                                        the  beneficial  owners of the  combined
                                        voting  power of all of the  Outstanding
                                        Company  Voting  Securities  immediately
                                        prior to such reorganization,  merger or
                                        consolidation; and

                                        (b) at least a majority  of the  members
                                        of  the  board  of   directors   of  the
                                        corporation    resulting    from    such
                                        reorganization,  merger or consolidation
                                        were members of the  Incumbent  Board at
                                        the time of the execution of the initial
                                        agreement  or  action  of the  Board  of
                                        Directors     providing     for     such
                                        reorganization, merger or consolidation.

                               (iv) Approval by the  stockholders of the Company
                               of  the  sale  or  other  disposition  of  all or
                               substantially  all of the  assets of the  Company
                               other than (x) pursuant to a tax-free spin-off of
                               a  subsidiary  or  other  business  unit  of  the
                               Company or (y) to a  corporation  with respect to
                               which,  immediately  after  such  sale  or  other
                               disposition:

                                    (a) more than 60% of the combined voting
                                    power of the then outstanding securities
                                    thereof  entitled to vote  generally  in
                                    the   election  of   directors  is  then
                                    beneficially    owned,    directly    or
                                    indirectly,  by all or substantially all
                                    of the individuals and entities who were
                                    the  beneficial  owners of the  combined
                                    voting  power of all of the  Outstanding
                                    Company  Voting  Securities  immediately
                                    prior to such sale or other disposition;
                                    and

                                    (b) at least a majority  of the  members
                                    of the board of  directors  thereof were
                                    members  of the  Incumbent  Board at the
                                    time  of the  execution  of the  initial
                                    agreement  or  action  of the  Board  of
                                    Directors  providing  for  such  sale or
                                    other disposition.

                               (v)  Approval by the stockholders of the Company
                                    of a plan of complete liquidation or
                                    dissolution of the Company.

                     B.  Notwithstanding the provisions of Section 14.d.1.A(i):

                            (i) no acquisition  of Company Voting  Securities
                            shall  be  subject  to  the  exception  from  the
                            definition  of Change  in  Control  contained  in
                            clause  (a)  of  Section   14.d.1.A(i)   if  such
                            acquisition  results  from  the  exercise  of  an
                            exercise, conversion or exchange privilege unless
                            the  security  being so  exercised,  converted or
                            exchanged was acquired directly from the Company;
                            and

                            (ii)  for  purposes  of  clause  (b)  of  Section
                            14.d.1.A(i),   if  any  Person  (other  than  the
                            Company, an Exempt Person or any employee benefit
                            plan (or related  trust)  sponsored or maintained
                            by the Company or any  corporation  controlled by
                            the Company)  shall,  by reason of an acquisition
                            of  Company  Voting  Securities  by the  Company,
                            become the beneficial owner of (x) 20% or more of
                            the  combined  voting  power  of the  Outstanding
                            Company Voting Securities and (y) combined voting
                            power of Outstanding Company Voting Securities in
                            excess  of  the  combined  voting  power  of  the
                            Outstanding Company Voting Securities held by the
                            Exempt Persons, and such Person shall, after such
                            acquisition of Company  Voting  Securities by the
                            Company,  become  the  beneficial  owner  of  any
                            additional  Outstanding Company Voting Securities
                            and  such   beneficial   ownership   is  publicly
                            announced,  such additional  beneficial ownership
                            shall constitute a Change in Control.

                     2.  The term "Exempt Person" (and collectively, the 
                         "Exempt Persons") means:

                               A.  Leonard H. Lavin or Bernice E. Lavin;


                                             - 14 -

<PAGE>



                               B.  any descendant of Leonard H. Lavin and 
                                   Bernice E. Lavin or the spouse of any 
                                   such descendant;

                               C.  the estate of any of the persons described
                                   in Section 14.d.2.A. or B.;

                               D.  any trust or similar arrangement for the
                                   benefit of any person described in Section
                                   14.d.2.A. or B.; or
                               

                               E.  the Lavin Family Foundation or any other
                                   charitable organization established by any 
                                   person described in Section 14.d.2.A. or B.

                     3. The term "Incumbent  Board" means those individuals who,
                     as of October 24, 1996,  constitute the Board of Directors,
                     provided that:

                               A. any  individual  who becomes a director of the
                               Company  subsequent to such date whose  election,
                               or  nomination  for  election  by  the  Company's
                               stockholders,  was approved either by the vote of
                               at  least  a  majority  of  the  directors   then
                               comprising the Incumbent  Board or by the vote of
                               at least a majority of the combined  voting power
                               of the Outstanding Company Voting Securities held
                               by the  Exempt  Persons  shall be  deemed to have
                               been a member of the Incumbent Board; and

                               B. no individual  who was initially  elected as a
                               director  of the Company as a result of an actual
                               or threatened election contest, as such terms are
                               used in Rule 14a-11 of Regulation 14A promulgated
                               under the  Exchange  Act, or any other  actual or
                               threatened solicitation of proxies or consents by
                               or on behalf of any  Person  other than the Board
                               of  Directors  or the  Exempt  Persons  shall  be
                               deemed  to have  been a member  of the  Incumbent
                               Board.

15.  No Employment Rights.  Nothing in this MIP shall interfere with or limit in
     any way the right of the Company to terminate any Participant's  employment
     at any time for any  reason,  or confer upon any  Participant  any right to
     continue in the employ of the Company or its Subsidiaries.

16.   Non-Assignability.   Except  as  provided  herein  upon  the  death  of  a
      Participant,  no right or interest of a  Participant  in any annual  award
      shall be (a)  assignable  or  transferable  in  whole  or in part,  either
      directly  or by  operation  of  law  or  otherwise;  (b)  subject  to  any
      obligation  or  liability  of any  person;  or (c)  subject  to seizure or
      assignment or transfer through execution,  levy, garnishment,  attachment,
      pledge, bankruptcy, or in any other manner.

17.   Stockholder  Adoption.  The MIP shall be submitted to the  stockholders of
      the  Company for their  approval  and  adoption  at the annual  meeting of
      stockholders to be held on January 26, 1995, or any  adjournment  thereof.
      No award shall be payable  hereunder  unless and until the MIP has been so
      approved  and  adopted.   Thereafter,   the  MIP  shall  be  submitted  to
      stockholders for reapproval every five years.



286682.01

                                      - 15 -