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                                                                    EXHIBIT 10a



                              WHITMAN CORPORATION

                          REVISED STOCK INCENTIVE PLAN
                           (As Adopted May 20, 1999)


1.      DEFINITIONS

        The following definitions shall be applicable throughout this Plan:

        (a) "Code" shall mean the Internal Revenue Code of 1986, as the same
may be amended from time to time. Reference in the Plan to any section of the
Code shall be deemed to include any amendments or successor provision to such
section and any regulations under such section.

        (b) "Committee" shall mean the Committee selected by the Board of
Directors as provided in Paragraph 4, consisting of two or more members of the
Board of Directors, each of whom shall be (i) a "Non-Employee Director" within
the meaning of Rule 16b-3 under the Exchange Act, and (ii) an "outside
director" within the meaning of Section 162(m) of the Code.

        (c) "Common Stock" shall mean common stock of the Corporation with par
value of $0.01 per share.

        (d) "Corporation" shall mean Whitman Corporation, a Delaware
corporation.

        (e) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

        (f) "Holder" shall mean an individual who has been granted an Option,
Restricted Stock Award or Performance Award.

        (g )"Option" shall mean any option granted under the Plan for the
purchase of Common Stock.

        (h) "Performance Award" shall mean an award granted under the
Performance Award provisions of the Plan.

        (i) "Plan" shall mean the Corporation's Revised Stock Incentive Plan,
as amended from time to time.

        (j) "Restricted Stock Award" shall mean an award of Common Stock
granted under the Restricted Stock Award provisions of the Plan.

        (k) "Retirement" shall mean cessation of active employment or service
with the Corporation or a subsidiary pursuant to the Corporation's retirement
policies and programs.
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        (1) "SAR" shall mean a stock appreciation right which is issued in
tandem with, or by reference to, an Option, which entitles the Holder thereof
to receive, upon exercise of such SAR and surrender for cancellation of all or
a portion of such Option, shares of Common Stock, cash or a combination thereof
with an aggregate value equal to the excess of the fair market value of one
share of Common Stock on the date of exercise over the purchase price specified
in such Option, multiplied by the number of shares of Common Stock subject to
such Option, or portion thereof, which is surrendered.

2.      PURPOSE

        It is the purpose of the Plan to provide a means through which the
Corporation may attract able persons to enter its employ and the employ of its
subsidiaries, to serve as directors and to provide a means whereby those
persons upon whom the responsibilities of the successful administration and
management of the Corporation or its subsidiaries rest, and whose present and
potential contributions to the welfare of the Corporation or its subsidiaries
are of importance, can acquire and maintain stock ownership. Such persons
should thus have a greater than ordinary concern for the welfare of the
Corporation and/or its subsidiaries and would be expected to strengthen and
maintain a desire to remain in the employ or service of the Corporation or its
subsidiaries. It is a further purpose of the Plan to provide such persons with
additional incentive and reward opportunities designed to enhance the
profitable growth of the Corporation. So that the maximum incentive can be
provided each participant in the Plan by granting such participant an Option or
award best suited to such participant's circumstances, the Plan provides for
granting "incentive stock options" (as defined in Section 422 of the Code) and
nonqualified stock options (with or without SARS), Restricted Stock Awards and
Performance Awards, or any combination of the foregoing.

3.      EFFECTIVE DATE AND DURATION OF THE PLAN

        The Plan shall become effective upon adoption by the Board of Directors
of the Corporation. The Plan shall remain in effect until all Options granted
under the Plan have been exercised, all restrictions imposed upon Restricted
Stock Awards have been eliminated and all Performance Awards have been
satisfied.

4.      ADMINISTRATION

        The members of the Committee shall be selected by the Board of
Directors to administer the Plan. A majority of the Committee shall constitute
a quorum. Subject to the express provisions of the Plan, the Committee shall
have authority, in its discretion, to determine the individuals or classes of
individuals to receive Options (with or without SARS), Restricted Stock Awards
and Performance Awards, the time or times when they shall receive them, whether
an "incentive stock option" under Section 422 of the Code or nonqualified
option shall be granted, the number of shares to be subject to each Option and
Restricted Stock Award and the value of each Performance Award. In making such
determinations the Committee shall take into account


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the nature of the services rendered by such individuals, their present and
potential contribution to the Corporation's success, and such other factors as
the Committee shall deem relevant.

        The Committee shall have such additional powers as are delegated to it
by the other provisions of the Plan and, subject to the express provisions of
the Plan, to construe the respective Option, Restricted Stock Award and
Performance Award agreements and the Plan, to prescribe, amend and rescind
rules and regulations relating to the Plan and to determine the terms,
restrictions and provisions of the Option, Restricted Stock Award and
Performance Award agreements (which need not be identical) including such
terms, restrictions and provisions as shall be requisite in the judgment of the
Committee to cause certain Options to qualify as "incentive stock options"
under Section 422 of the Code, and to make all other determinations necessary
or advisable for administering the Plan. The Committee may, in its sole
discretion and for any reason at any time, subject to the requirements imposed
under Section 162(m) of the Code and regulations promulgated thereunder in the
case of an award intended to be qualified performance-based compensation, take
action such that (i) any or all outstanding Options shall become exercisable in
part or in full, (ii) all or some of the restrictions applicable to any
outstanding Restricted Stock Award shall lapse and (iii) all or a portion of
any outstanding Performance Award shall be satisfied. The Committee may correct
any defect or supply any omission or reconcile any inconsistency in the Plan or
in any Option, Restricted Stock Award or Performance Award agreement in the
manner and to the extent it shall deem expedient to carry it into effect, and
it shall be the sole and final judge of such expediency. The determinations of
the Committee on matters referred to in this Paragraph 4 shall be conclusive.

        The Committee shall act by majority action at a meeting, except that
action permitted to be taken at a meeting may be taken without a meeting if
written consent thereto is given by all members of the Committee.

5.      GRANTS OF OPTIONS, RESTRICTED STOCK AWARDS AND PERFORMANCE AWARDS;
SHARES SUBJECT TO THE PLAN

        The Committee may from time to time grant both "incentive stock
options" under Section 422 of the Code and nonqualified options to purchase
shares of Common Stock (with or without SARS), Restricted Stock Awards and
Performance Awards to one or more officers, key employees or directors
determined by it to be eligible for participation in accordance with the
provisions of Paragraph 6 and providing for the issuance of such number of
shares and, in the case of Performance Awards, having such value as in the
discretion of the Committee may be fitting and proper. Subject to Paragraph 10,
not more than 2,174,433 shares of Common Stock may be issued upon exercise of
Options or SARs or pursuant to Restricted Stock Awards or Performance Awards
granted under the Plan. Performance Awards which may be exercised or paid only
in cash shall not affect the number of shares of Common Stock available for
issuance under the Plan.

        The Common Stock to be offered under the Plan pursuant to Options,
SARS, Restricted Stock Awards and Performance Awards may be authorized but
unissued Common Stock or Common Stock previously issued and outstanding and
reacquired by the Corporation.


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        The number of shares of Common Stock available for issuance under the
Plan shall be reduced by the sum of the aggregate number of shares of Common
Stock then subject to outstanding Options, Restricted Stock Awards and
outstanding Performance Awards which may be paid solely in shares of Common
Stock or in either shares of Common Stock or cash. To the extent (i) that an
outstanding Option expires or terminates unexercised or is canceled or
forfeited (other than in connection with the exercise of an SAR for Common
Stock as set forth in the immediately following sentence) or (ii) that an
outstanding Restricted Stock Award or outstanding Performance Award which may
be paid solely in shares of Common Stock or in either shares of Common Stock or
cash expires or terminates without vesting or is canceled or forfeited or (iii)
shares of Common Stock are withheld or delivered pursuant to the provisions on
Share Withholding set forth in Paragraph 11(A), then the shares of Common Stock
subject to such expired, terminated, unexercised, canceled or forfeited portion
of such Option, Restricted Stock Award or Performance Award, or the shares of
Common Stock so withheld or delivered, shall again be available for issuance
under the Plan. In the event all or a portion of an SAR is exercised, the
number of shares of Common Stock subject to the related Option (or portion
thereof) shall again be available for issuance under the Plan, except to the
extent that shares of Common Stock were actually issued upon exercise of the
SAR. The provisions of this paragraph (except the first sentence hereof) shall
also be applicable with respect to outstanding Options granted under the Stock
Incentive Plan or the Revised Stock Incentive Plan of the Corporation's
predecessor, the former Whitman Corporation.

        To the extent necessary for an award hereunder to be qualified
performance-based compensation under Section 162(m) of the Code and the rules
and regulations thereunder, the maximum number of shares of Common Stock with
respect to which Options, SARs or Restricted Stock Awards or a combination
thereof may be granted during any calendar year to any person shall be 500,000,
subject to adjustment as provided in Paragraph 10. Grants of Options,
Restricted Stock Awards or Performance Awards that are canceled shall count
toward the maximum stated in the preceding sentence.

6.      ELIGIBILITY

        Options, Restricted Stock Awards and Performance Awards may be granted
only to persons who, at the time of the grant or award, are officers, other key
employees or directors of the Corporation or any of its present and future
subsidiaries within the meaning of Section 424(f) of the Code (herein called
subsidiaries). Options, Restricted Stock Awards or Performance Awards, or any
combination thereof, may be granted on more than one occasion to the same
person. A person who has received or is eligible to receive options to purchase
stock of any subsidiary of the Corporation or incentive awards from any
subsidiary of the Corporation will not, by reason thereof, be ineligible to
receive Options, Restricted Stock Awards or Performance Awards under the Plan
unless prohibited by the plan of such subsidiary.

        Nothing in the Plan or any Option, Restricted Stock Award or
Performance Award agreement shall be construed to constitute or be evidence of
an agreement or understanding,


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expressed or implied, on the part of the Corporation or its subsidiaries to
employ any person for any specific period of time.

7.      OPTIONS AND SARS

        (A) Number of Shares. The Committee may, in its discretion, grant
Options to such eligible persons as may be selected by the Committee. With
respect to each Option, the Committee shall determine the number of shares
subject to the Option and the manner and the time of exercise of such Option.
The Committee shall make such other determinations which in its discretion
appear to be fitting and proper.

        (B) Stock Option Agreement. Each Option shall be evidenced by a stock
option agreement in such form containing such provisions not inconsistent with
the provisions of the Plan as the Committee from time to time shall approve,
including, without limitation, provisions to qualify certain Options as
"incentive stock options" under Section 422 of the Code. An incentive stock
option may not be granted to any person who is not an employee of the
Corporation or any parent or subsidiary (as defined in Section 424 of the
Code). Each incentive stock option shall be granted within ten years of the
earlier of the date the Plan is adopted by the Corporation's Board of Directors
and the date the Plan is approved by Whitman as the sole shareholder of the
Corporation. To the extent that the aggregate fair market value (determined as
of the date of grant) of shares of Common Stock with respect to which Options
designated as incentive stock options are exercisable for the first time by a
person during any calendar year exceeds the amount (currently $100,000)
established by the Code, such Options shall be deemed to be non-qualified stock
options.

        (C) Option Price and Term of Option. The purchase price per share of
the Common Stock under each Option shall be determined by the Committee;
provided, however, that the purchase price per share of Common Stock
purchasable upon exercise of an incentive stock option shall not be less than
100% of the fair market value of the Common Stock at the date such Option is
granted; provided, further, that if an incentive stock option shall be granted
to any person who, at the time such Option is granted, owns capital stock of
the Corporation possessing more than ten percent of the total combined voting
power of all classes of capital stock of the Corporation (or of any parent or
subsidiary of the Corporation) (a "Ten Percent Holder"), such purchase price
shall be the price (currently 110% of fair market value) required by the Code
in order to constitute an incentive stock option.

        The period during which an Option may be exercised shall be determined
by the Committee; provided, however, that no incentive stock option shall be
exercised later than ten years after its date of grant; provided further, that
if an incentive stock option shall be granted to a Ten Percent Holder, such
option shall not be exercised later than five years after its date of grant.
The Committee shall determine whether an Option shall become exercisable in
cumulative or non-cumulative installments and in part or in full at any time.
An exercisable Option, or portion thereof, may be exercised only with respect
to whole shares of Common Stock.


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        (D) Payment. An Option may be exercised by giving written notice to the
Corporation specifying the number of shares of Common Stock to be purchased and
accompanied by payment of the purchase price in full (or arrangement made for
such payment to the Corporation's satisfaction). As determined by the Committee
at the time of grant of an Option and set forth in the agreement evidencing the
Option, the purchase price may be paid (a) in cash or (b) by delivery (either
actual delivery or by attestation procedures established by the Corporation) of
previously-owned whole shares of Common Stock (for which the holder has good
title, free and clear of all liens and encumbrances and which such holder
either (i) has held for at least six months or (ii) has purchased on the open
market) valued at their fair market value on the date of exercise. If
applicable, a person exercising an Option shall surrender to the Corporation
any SARs which are canceled by reason of the exercise of such Option.

        (E) Termination of Employment or Service or Death of Holder. In the
event of any termination of the employment or service of a Holder with the
Corporation or one of its subsidiaries, other than by reason of death or, in
the case of a Holder of a nonqualified option, Retirement, the Holder may
(unless otherwise provided in the Option agreement) exercise each Option held
by such Holder at any time within three months (or one year if the Holder is
permanently and totally disabled within the meaning of Section 22(e)(3) of the
Code) after such termination of employment or service, but only if and to the
extent such Option is exercisable at the date of such termination of employment
or service, and in no event after the date on which such Option would otherwise
terminate; provided, however, that if such termination of employment or service
is for cause or voluntary on the part of the Holder without the written consent
of the Corporation, any Option held by such Holder under the Plan shall
terminate unless otherwise provided in the Option agreement.

        In the event of the termination of employment or service of a Holder of
a nonqualified option by reason of Retirement, then each nonqualified option
held by the Holder shall be fully exercisable, and, subject to the following
paragraph, such nonqualified option shall be exercisable by the Holder at any
time up to and including (but not after) the date on which the nonqualified
option would otherwise terminate (unless otherwise provided in the Option
Agreement).

        Unless otherwise provided in the Option Agreement, in the event of the
death of a Holder (i) while employed by or providing service to the Corporation
or one of its subsidiaries or after Retirement, (ii) within three months after
termination of the Holder's employment or service, other than a termination by
reason of permanent and total disability within the meaning of Section 22(e)(3)
of the Code, or (iii) within one year after termination of the Holder's
employment or service by reason of such disability, then each Option held by
such Holder shall be fully exercisable and may be exercised by the legatees of
the Holder under his last will, or by his personal representatives or
distributees, at any time within a period of one year after the Holder's death,
but in no event after the date on which such Option would otherwise terminate.

        (F) Privileges of the Holder as Shareholder. The Holder shall be
entitled to all the privileges and rights of a shareholder with respect only to
such shares of Common Stock as have been actually purchased under the Option
and registered in the Holder's name.


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        (G) SARS. The Committee may, in its sole discretion, grant an SAR
(concurrently with the grant of the Option or, in the case of a nonqualified
option which is not intended to be qualified performance-based compensation
under Section 162(m) of the Code and the rules and regulations thereunder,
subsequent to such grant) to any Holder of any Option granted under the Plan
(or such Holder's legatees, personal representatives or distributees then
entitled to exercise such Option). An SAR may be exercised (i) by giving
written notice to the Corporation specifying the number of SARs which are being
exercised and (ii) by surrendering to the Corporation any Options which are
canceled by reason of the exercise of the SAR. An SAR shall be exercisable upon
such additional terms and conditions as may from time to time be prescribed by
the Committee. No fractional share shall be issued upon the exercise of any
SAR.

        (H) Non-Transferability. Unless otherwise specified in the agreement
evidencing an Option or SAR, no Option or SAR hereunder shall be transferable
other than by will or the laws of descent and distribution or pursuant to
beneficiary designation procedures approved by the Corporation. Except to the
extent permitted by the foregoing sentence, each Option or SAR may be exercised
during the Holder's lifetime only by the Holder or the Holder's legal
representative or similar person. Except as permitted by the second preceding
sentence, no Option or SAR hereunder shall be sold, transferred, assigned,
pledged, hypothecated, encumbered or otherwise disposed of (whether by
operation of law or otherwise) or be subject to execution, attachment or
similar process. Upon any attempt to so sell, transfer, assign, pledge,
hypothecate, encumber or otherwise dispose of any Option or SAR hereunder, such
Option or SAR and all rights thereunder shall immediately become null and void.

8.      RESTRICTED STOCK AWARDS

        (A) Restriction Period to Be Established by the Committee. At the time
of the making of a Restricted Stock Award, the Committee shall establish a
period of time (the "Restriction Period") applicable to such award. The
Committee may establish different Restriction Periods from time to time and
each Restricted Stock Award may have a different Restriction Period, in the
discretion of the Committee.

        (B) Other Terms and Conditions. Common Stock, when awarded pursuant to
a Restricted Stock Award, shall be represented by a stock certificate or
book-entry credits registered in the name of the Holder who receives the
Restricted Stock Award or a nominee for the benefit of the Holder. The Holder
shall have the right to receive dividends (or the cash equivalent thereof)
during the Restriction Period and shall also have the right to vote such Common
Stock and all other shareholder's rights (in each case unless otherwise
provided in the agreement evidencing the Restricted Stock Award), with the
exception that (i) the Holder shall not be entitled to delivery of the stock
certificate (or the removal of restrictions in the Corporation's books and
records) until the Restriction Period established by the Committee pursuant to
Paragraph 8(A) shall have expired, (ii) the Corporation shall retain custody of
the stock certificate during the Restriction Period, (iii) the Holder may not
sell, transfer, pledge, exchange, hypothecate or dispose of such Common Stock
during the Restriction Period, and (iv) a breach of restriction or breach of
terms and conditions established by the Committee


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pursuant to the Restricted Stock Award shall cause a forfeiture of the
Restricted Stock Award. If requested by the Corporation, a Holder of a
Restricted Stock Award shall deposit with the Corporation stock powers or other
instruments of assignment (including a power of attorney), each endorsed in
blank with a guarantee of signature if deemed necessary or appropriate by the
Corporation, which would permit transfer to the Corporation of all or a portion
of the shares of Common Stock subject to the Restricted Stock Award in the
event such award is forfeited in whole or in part. A distribution with respect
to shares of Common Stock, other than a distribution in cash, shall be subject
to the same restrictions as the shares of Common Stock with respect to which
such distribution was made, unless otherwise determined by the Committee. The
Committee may, in addition, prescribe additional restrictions, terms or
conditions upon or to the Restricted Stock Award in the manner prescribed by
Paragraph 4. The Committee may, in its sole discretion, also establish rules
pertaining to the Restricted Stock Award in the event of termination of
employment or service (by Retirement, disability, death or otherwise) of a
Holder of such award prior to the expiration of the Restriction Period.

        (C) Restricted Stock Award Agreement. Each Restricted Stock Award shall
be evidenced by an agreement in such form and containing such provisions not
inconsistent with the provisions of the Plan as the Committee from time to time
shall approve.

        (D) Payment for Restricted Stock. Restricted Stock Awards may be made
by the Committee whereby the Holder receives Common Stock subject to those
terms, conditions and restrictions established by the Committee but is not
required to make any payment for said Common Stock. The Committee may also
establish terms as to each Holder whereby such Holder, as a condition to the
Restricted Stock Award, is required to pay, in cash or other consideration, all
(or any lesser amount than all) of the fair market value of the Common Stock,
determined as of the date the Restricted Stock Award is made.

        (E) Termination of Employment or Service or Death of Holder. A
Restricted Stock Award shall terminate for all purposes if the Holder does not
remain continuously in the employ or service of the Corporation or a subsidiary
at all times during the applicable Restriction Period, except as may otherwise
be determined by the Committee.

9.      PERFORMANCE AWARDS

        (A) Performance Period. The Committee shall establish with respect to
each Performance Award a performance period over which performance shall be
measured. The performance period shall be established at the time of such
award.

        (B) Performance Awards. Each Performance Award shall have a maximum
value established by the Committee at the time of such award.

        (C) Performance Measures. Performance Awards shall be awarded to an
eligible person contingent upon future performance of the Corporation and/or a
designated subsidiary, division or department of the Corporation over the
performance period. The Committee shall establish the performance measures
applicable to such performance. The performance measures


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determined by the Committee shall be established prior to the beginning of each
performance period but, except as necessary to qualify a Performance Award as
"performance-based compensation" under Section 162(m) of the Code and the rules
and regulations thereunder, may be subject to such later revisions to reflect
significant, unforeseen events or changes, as the Committee shall deem
appropriate.

        (D) Award Criteria. In determining the value of Performance Awards, the
Committee shall take into account an eligible person's responsibility level,
performance, potential, cash compensation level, unexercised stock options,
other incentive awards and such other considerations as it deems appropriate.
Notwithstanding the preceding sentence, to the extent necessary for a
Performance Award to be qualified performance-based compensation under Section
162(m) of the Code and the rules and regulations thereunder, the performance
period shall be not less than three years and, if a Performance Award is
payable in shares of Common Stock, the maximum number of shares that may be
paid under the Performance Award during such performance period shall be
500,000 and, if a Performance Award is payable in cash, the maximum amount that
may be paid under the Performance Award during such performance period shall be
$10,000,000.

        (E) Payment. Following the end of each performance period, the Holder
of each Performance Award shall be entitled to receive payment of an amount,
not exceeding the maximum value of the Performance Award, based on the
achievement of the performance measures for such performance period, as
deter-mined by the Committee. Payment of Performance Awards may be made wholly
in cash, wholly in shares of Common Stock or a combination thereof, all at the
discretion of the Committee. Payment shall be made in a lump sum or in
installments, and shall be subject to such vesting and other terms and
conditions as may be prescribed by the Committee for such purpose.
Notwithstanding anything contained herein to the contrary, in the case of a
Performance Award intended to be qualified performance-based compensation under
Section 162(m) and the rules and regulations thereunder, no payment shall be
made under any such Performance Award until the Committee certifies in writing
that the performance measures for the performance period have in fact been
achieved.

        (F) Termination of Employment or Service or Death of Holder. A
Performance Award shall terminate for all purposes if the Holder does not
remain continuously in the employ or service of the Corporation or a subsidiary
at all times during the applicable performance period, except as may otherwise
be determined by the Committee.

        In the event that a Holder of a Performance Award ceases to be an
employee or director of the Corporation or a subsidiary following the end of
the applicable performance period but prior to full payment according to the
terms of the Performance Award, payment shall be made in accordance with terms
established by the Committee for the payment of such Performance Award.

        (G) Other Terms and Conditions. When a Performance Award is payable in
installments in Common Stock, if determined by the Committee, one or more stock
certificates or book-entry credits registered in the name of the Holder
representing shares of Common Stock which would


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have been issuable to the Holder of the Performance Award if such payment had
been made in full on the day following the end of the applicable performance
period may be registered in the name of such Holder, and during the period
until such installment becomes due such Holder shall have the right to receive
dividends (or the cash equivalent thereof) and shall also have the right to
vote such Common Stock and all other shareholder's rights (in each case unless
otherwise provided in the agreement evidencing the Performance Award), with the
exception that (i) the Holder shall not be entitled to delivery of any stock
certificate until the installment payable in shares becomes due, (ii) the
Corporation shall retain custody of any stock certificates until such time and
(iii) the Holder may not sell, transfer, pledge, exchange, hypothecate or
dispose of such Common Stock until such time. A distribution with respect to
shares of Common Stock payable in installments which has not become due, other
than a distribution in cash, shall be subject to the same restrictions as the
shares of Common Stock with respect to which such distribution was made, unless
otherwise determined by the Committee.

        (H) Performance Award Agreements. Each Performance Award shall be
evidenced by an agreement in such form and containing such provisions not
inconsistent with the provisions of the Plan as the Committee from time to time
shall approve.

10.     ADJUSTMENTS UPON CHANGES in CAPITALIZATION; CHANGE IN CONTROL

        (A) Notwithstanding any other provision of the Plan, each Option,
Restricted Stock Award or Performance Award agreement may contain such
provisions as the Committee shall determine to be appropriate for the
adjustment of (i) the number and class of shares or other consideration subject
to any Option or to be delivered pursuant to any Restricted Stock Award or
Performance Award and (ii) the Option or Restricted Stock Award price, in the
event of a stock dividend, spin-off, split-up, recapitalization, merger,
consolidation, combination or exchange of shares, or the like. In such event,
the maximum number and class of shares available under the Plan, and the number
and class of shares subject to Options, SARS, Restricted Stock Awards or
Performance Awards, shall be appropriately adjusted by the Committee, whose
determination shall be conclusive.

        (B)(i) In the event of a "change in control" (as hereinafter defined)
pursuant to subparagraph (C)(i) or (ii) below, or in the event of a change in
control pursuant to subparagraph (C)(iii) or (iv) below in connection with
which the holders of Common Stock receive consideration other than shares of
common stock that are registered under Section 12 of the Exchange Act:

               (1)(x) each Option granted under the Plan shall be exercisable
        in full, (y) each Holder of an Option shall receive from the
        Corporation within 60 days after the change in control, in exchange for
        the surrender of the Option or any portion thereof to the extent the
        Option is then exercisable in accordance with clause (x), an amount in
        cash equal to the difference between the fair market value (as
        determined by the Committee) on the date of the change in control of
        the Common Stock covered by the Option or portion thereof which is so
        surrendered and the purchase price of such Common Stock under the
        Option


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        and (z) each SAR shall be surrendered by the Holder thereof and shall
        be canceled simultaneously with the cancellation of the related Option;

               (2) each Holder of a Restricted Stock Award shall receive from
        the Corporation within 60 days after the change in control, in exchange
        for the surrender of the Restricted Stock Award, an amount in cash
        equal to the fair market value (as determined by the Committee) on the
        date of the change in control of the Common Stock subject to the
        Restricted Stock Award;

               (3) each Holder of a Performance Award for which the performance
        period has not expired shall receive from the Corporation within 60
        days after the change in control, in exchange for the surrender of the
        Performance Award, an amount in cash equal to the product of the value
        of the Performance Award and a fraction the numerator of which is the
        number of whole months which have elapsed from the beginning of the
        performance period to the date of the change in control and the
        denominator of which is the number of whole months in the performance
        period; and

               (4) each Holder of a Performance Award that has been earned but
        not yet paid shall receive an amount in cash equal to the value of the
        Performance Award.

               (ii) Notwithstanding any other provision of the Plan or any
agreement relating to an Option, Restricted Stock Award or Performance Award,
in the event of a change in control pursuant to subparagraph (C)(iii) or (iv)
below in connection with which the holders of Common Stock receive shares of
common stock that are registered under Section 12 of the Exchange Act:

                (1) each Option and SAR granted under the Plan shall be
        exercisable in full;

                (2) the Restriction Period applicable to any outstanding
        Restricted Stock Award shall lapse and, if applicable, any other
        restrictions, terms or conditions shall lapse and/or be deemed to be
        satisfied at the maximum value or level;

                (3) the performance measures applicable to any outstanding
        Performance Award shall be deemed to be satisfied at the maximum value;
        and

                (4) there shall be substituted for each share of Common Stock
        remaining available for issuance under the Plan, whether or not then
        subject to an outstanding Option (and SAR), Restricted Stock Award or
        Performance Award, the number and class of shares into which each
        outstanding share of Common Stock shall be converted pursuant to such
        Change in Control. In the event of any such substitution, the purchase
        price per share in the case of any award shall be appropriately
        adjusted by the Committee (whose determination shall be conclusive),
        such adjustments to be made without any increase in the aggregate
        purchase price.

               (C) For purposes of this paragraph, the term "change in control"
shall mean:


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<PAGE>   12

               (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 Exchange Act, of beneficial ownership
        within the meaning of Rule 13d-3 promulgated under the Exchange Act, of
        25% or more of either (x) the then outstanding shares of common stock
        of the Corporation (the "Outstanding Common Stock") or (y) the combined
        voting power of the then outstanding securities of the Corporation
        entitled to vote generally in the election of directors (the
        "Outstanding Voting Securities"); excluding, however, the following:
        (1) any acquisition directly from the Corporation (excluding any
        acquisition resulting from the exercise of an exercise, conversion or
        exchange privilege unless the security being so exercised, converted or
        exchanged was acquired directly from the Corporation), (2) any
        acquisition by the Corporation, (3) any acquisition by an employee
        benefit plan (or related trust) sponsored or maintained by the
        Corporation or any corporation controlled by the Corporation or (4) any
        acquisition by any corporation pursuant to a transaction which complies
        with clauses (1), (2) and (3) of clause (iii) in this definition of
        change in control;

               (ii) individuals who, as of the effective date of the Plan,
        constitute the Board of Directors of the Corporation (the "Incumbent
        Board") cease for any reason to constitute at least a majority of such
        Board; provided, however, that any individual who becomes a director of
        the Corporation subsequent to such effective date whose election, or
        nomination for election by the Corporation's shareholders, was approved
        by the vote of at least a majority of the directors then comprising the
        Incumbent Board shall be deemed a member of the Incumbent Board; and
        provided further, that any individual who was initially elected as a
        director of the Corporation 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 shall not be deemed a member
        of the Incumbent Board;

               (iii) the consummation of a reorganization, merger or
        consolidation of the Corporation or sale or other disposition of all or
        substantially all of the assets of the Corporation (a "Corporate
        Transaction"); excluding, however, a Corporate Transaction pursuant to
        which (1) all or substantially all of the individuals or entities who
        are the beneficial owners, respectively, of the Outstanding Common
        Stock and the Outstanding Voting Securities immediately prior to such
        Corporate Transaction will beneficially own, directly or indirectly,
        more than 66 2/3% of, respectively, the outstanding shares of common
        stock, and the combined voting power of the outstanding securities of
        such corporation entitled to vote generally in the election of
        directors, as the case may be, of the corporation resulting from such
        Corporate Transaction (including, without limitation, a corporation
        which as a result of such transaction owns the Corporation or all or
        substantially all of the Corporation's assets either directly or
        indirectly) in substantially the same proportions relative to each
        other as their ownership, immediately prior to such Corporate
        Transaction, of the Outstanding Common Stock and the Outstanding Voting
        Securities, as the case may be, (2) no Person (other than: the
        Corporation; any employee


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        benefit plan (or related trust) sponsored or maintained by the
        Corporation or any corporation controlled by the Corporation; the
        corporation resulting from such Corporate Transaction; and any Person
        which beneficially owned, immediately prior to such Corporate
        Transaction, directly or indirectly, 25% or more of the Outstanding
        Common Stock or the Outstanding Voting Securities, as the case may be)
        will beneficially own, directly or indirectly, 25% or more of,
        respectively, the outstanding shares of common stock of the corporation
        resulting from such Corporate Transaction or the combined voting power
        of the outstanding securities of such corporation entitled to vote
        generally in the election of directors and (3) individuals who were
        members of the Incumbent Board will constitute at least a majority of
        the members of the board of directors of the corporation resulting from
        such Corporate Transaction; or

               (iv) the consummation of a plan of complete liquidation or
        dissolution of the Corporation.

               (D) With respect to any Holder of an Option or SAR who is
        subject to Section 16 of the Exchange Act, (i) notwithstanding the
        exercise periods set forth in Paragraph 7(E) or as set forth pursuant
        to Paragraph 7(E) in any agreement evidencing such Option or SAR and
        (ii) notwithstanding the expiration date of the term of such Option or
        SAR, in the event the Corporation is involved in a business combination
        which is intended to be treated as a pooling of interests for financial
        accounting purposes (a "Pooling Transaction") or pursuant to which such
        Holder receives a substitute option to purchase securities of any
        entity, including an entity directly or indirectly acquiring the
        Corporation, then each Option or SAR (or option or stock appreciation
        right in substitution thereof) held by such Holder shall be exercisable
        to the extent set forth in the Plan or the agreement evidencing such
        Option or SAR until and including the latest of (x) the expiration date
        of the term of the Option or SAR or, in the event of such Holder's
        termination of employment or service, the date determined pursuant to
        Paragraph 7(E), (y) the date which is six months and ten business days
        after the consummation of such business combination and (z) the date
        which is ten business days after the date of expiration of any period
        during which such Holder may not dispose of a security issued in the
        Pooling Transaction in order for the Pooling Transaction to be
        accounted for as a pooling of interests.

11.     WITHHOLDING TAXES

        (A) If provided in the agreement evidencing an Option, SAR, Restricted
Stock Award or Performance Award, the Holder thereof may elect, by written
notice to the Corporation at the office of the Corporation designated for that
purpose, to pay through withholding by the Corporation all or a portion of the
estimated federal, state, local and other taxes arising from (1) the exercise
of an Option or SAR and (2) the vesting or distribution of shares of Common
Stock pursuant to a Restricted Stock Award or Performance Award (a) by having
the Corporation withhold shares of Common Stock or (b) by delivering
previously-owned shares (collectively, "Share Withholding"), in each case being
such number of shares of Common

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Stock as shall have a fair market value equal to the amount of taxes to be
withheld, rounded up to the nearest whole share.

        (B) A Share Withholding election shall be subject to disapproval by the
Corporation.

        (C) If the date as of which the amount of tax to be withheld is
determined (the "Tax Date") is deferred until after the exercise of an Option
or SAR, the expiration of the Restriction Period applicable to a Restricted
Stock Award or the payment of a Performance Award, and if the Holder elects
Share Withholding, the Corporation shall issue to the Holder the full number of
shares of Common Stock, if any, resulting from such exercise, expiration or
payment and the Holder shall be unconditionally obligated to deliver to the
Corporation on the Tax Date such number of shares of Common Stock as shall have
an aggregate fair market value equal to the amount to be withheld on the Tax
Date, rounded up to the nearest whole share.

        (D) The fair market value of shares of Common Stock used for payment of
taxes, as provided in this Paragraph 11, shall be the mean sale price per
share, as reported for New York Stock Exchange Composite Transactions, on the
Tax Date.


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12.      TERMINATION OF PLAN

        The Plan may be terminated at any time by the Board of Directors,
except with respect to any Options, SARS, Restricted Stock Awards or
Performance Awards then outstanding. The Corporation reserves the right to
restrict, in whole or in part, the exercise of any Options or SARs or the
delivery of Common Stock pursuant to any Restricted Stock Awards or Performance
Awards granted under the Plan until such time as:

               (A) any legal requirements or regulations have been met relating
        to the issuance of the shares covered thereby or to their registration
        under the Securities Act of 1933 or to any applicable State laws; and

               (B) satisfactory assurances are received that the shares when
        issued will be duly listed on the New York Stock Exchange, Inc.

13.     AMENDMENT OF THE PLAN

        The Board of Directors may amend the Plan; provided, however, that
without approval of the shareholders the Board of Directors may not amend the
Plan, subject to Paragraph 10, to (a) increase the maximum number of shares
which may be issued on exercise of Options or SARs or pursuant to Restricted
Stock Awards or Performance Awards granted under the Plan or (b) effect any
change inconsistent with Section 422 of the Code.

14.     EFFECT OF THE PLAN

        Neither the adoption of the Plan nor any action of the Board of
Directors or of the Committee shall be deemed to give any person any right to
be granted an Option, a right to a Restricted Stock Award or a right to a
Performance Award or any rights hereunder except as may be evidenced by an
Option agreement, Restricted Stock Award agreement or Performance Award
agreement, duly executed on behalf of the Corporation, and then only to the
extent and on the terms and conditions expressly set forth therein.


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