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                                                          Exhibit 10(af)

                         MAGELLAN HEALTH SERVICES, INC.
                   2000 LONG-TERM INCENTIVE COMPENSATION PLAN

                                    ARTICLE I

                                     PURPOSE

         The purpose of the 2000 Long-Term Incentive Compensation Plan is to
promote the long-term viability and financial success of Magellan Health
Services, Inc. (the Company) and its Affiliates by assisting in the recruiting
and retention of key employees. The Plan is designed to enable key employees to
acquire or increase a proprietary interest in the Company.


                                   ARTICLE II

                                   DEFINITIONS

         2.01 "Affiliate" means any entity that is (i) a member of a controlled
group of corporations as defined in Code Section 1563 (a), determined without
regard to Code Sections 1563 (a) (4) and 1563 (e) (3) (c), of which the Company
is a member according to Code Section 414(b); (ii) an unincorporated trade or
business that is under common control with the Company, as determined according
to Code Section 414(c); (iii) a member of an affiliated service group of which
the Company is a member according to Code Section 414(m); or (iv) any other
subsidiary corporation or business in which the Company has a substantial
interest or business relation.

         2.02 "Agreement" means a written agreement (including any amendment or
supplement thereto) between the Company and a Participant specifying the terms
and conditions of an Award.

         2.03 "Award" means Options, Restricted Stock, Stock Appreciation
Rights, Performance Shares, Dividend Units, and Incentive Awards.

         2.04 "Board" means the Board of Directors of the Company.

         2.05 "Code" means the Internal Revenue Code of 1986, as amended.

         2.06 "Committee" means the Compensation Committee of the Board or any
other Committee of the Board appointed to administer the Plan, provided that the
composition of such Committee shall at all times meet the requirements of Rule
16b-3 under the Securities Exchange Act of 1934, and Code Section 162(m), each
as amended.

         2.07 "Common Stock" means the Common Stock of the Company, par value
$0.25 per share.


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         2.08 "Company" means Magellan Health Services, Inc.

         2.9 "Covered Employee" means a Participant who, as of the date of
vesting and/or payout of an Award, as applicable, is one of the group of
"covered employees," as defined in the regulations promulgated under Code
Section 162(m), or any successor statue.

         2.10 "Disability" means a physical or mental condition which prevents
the Participant from engaging in any substantially gainful activity.

         2.11 "Dividend Unit" means an Award granted under Article XI of the
Plan.

         2.12 "Fair Market Value" means, on any given date, the closing price of
a share of Common Stock as reported on the New York Stock Exchange composite
tape on such day or, if the Common Stock was not traded on such day, then on the
next preceding day that the Common Stock was traded, all as reported by such
source as the Committee may select.

         2.13 "Final Award" means the actual Incentive Award earned during a
Plan Year by a Participant, as determined by the Committee following the end of
the Plan Year.

         2.14 "Incentive Award" means an Award granted under Article XII of the
Plan.

         2.15 "Incentive Pool" means the fund established for purposes of
determining potential aggregate Awards to all participants, according to the
provisions of Section 12.02 herein.

         2.16 "Incentive Pool Percentage" shall mean the percentage ascribed to
such eligible Participant under Section 12.01 hereof.

         2.17 "Option" means an Award granted under Article VII of the Plan.

         2.18 "Participant" means a key employee of the Company or of an
Affiliate, including a key employee who is a member of the Board, who satisfies
the requirements of Article V of the Plan.

         2.19 "Performance-Based Exception" means the performance-based
exception from the tax deductibility limitations of Code Section 162(m).

         2.20 "Performance Shares" means an Award granted under Article X of the
Plan.

         2.21 "Plan" means the Magellan Health Services, Inc. 2000 Long-Term
Incentive Compensation Plan herein set forth, as the same may from time to time
be amended.

         2.22 "Plan Year" means the Company's fiscal year.

         2.23 "Restricted Stock" means shares of Common Stock awarded to a
Participant under


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Article VIII of the Plan.

         2.24 "Retirement" means normal retirement or early retirement as
provided under the Company's Retirement Savings Plan.

         2.25 "Stock Appreciation Rights" means an Award granted under Article
IX of the Plan.


                                   ARTICLE III

                                 ADMINISTRATION

         The Plan shall be administered by the Committee. The Committee shall
have authority to grant Awards upon such terms (not inconsistent with the
provisions of the Plan) as the Committee may consider appropriate. Such terms
may include conditions (in addition to those contained in the Plan) on the
exercisability of all or any part of an Option or of Stock Appreciation Rights
or on the transferability or forfeitability of Restricted Stock. In addition,
the Committee shall have complete authority to interpret all provisions of the
Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules
and regulations pertaining to the administration of the Plan; and to make all
other determinations necessary or advisable for the administration of the Plan.
The express grant in the Plan of any specific power to the Committee shall not
be construed as limiting any power or authority of the Committee. Any decision
made, or action taken, by the Committee shall not be construed as limiting any
power or authority of the Committee. Any decision made, or action taken, by the
Committee in connection with the administration of the Plan shall be final,
conclusive, and binding with respect to all persons including all Participants.
No member of the Committee shall be liable for any act done, or for any failure
to act, if such act or failure to act was done or omitted in good faith with
respect to the Plan or any Agreement or Award.


                                   ARTICLE IV

                  SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

         4.01 NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to adjustment as
provided in Section 4.02 herein, the number of shares of Common Stock hereby
reserved for issuance to Participants under the Plan shall be one million
(1,000,000), no more than fifty thousand (50,000) of which may be granted in the
form of Restricted Shares. The Committee shall determine the appropriate
methodology for calculating the number of shares issued pursuant to the Plan.
Shares of Common Stock delivered by the Company under the Plan may be authorized
and unissued Common Stock, Common Stock held in the treasury of the Company, or
Common Stock purchased on the open market (including private purchases) in
accordance with applicable securities laws. Unless and until the Committee
determines that an Award to a Covered Employee shall not be designed to comply
with the Performance-Based Exception, the following rules shall apply to grants


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of such Awards under the Plan:

         (a)      STOCK OPTIONS: The maximum aggregate number of shares of
                  Common Stock that may be granted in the form of Stock Options,
                  pursuant to any Award granted in any one fiscal year to any
                  one single Participant shall be five hundred thousand
                  (500,000).

         (b)      SARS: The maximum aggregate number of shares of Common Stock
                  that may be granted in the form of Stock Appreciation Rights,
                  pursuant to any Award granted in any one fiscal year to any
                  one single Participant shall be one hundred thousand
                  (100,000).

         (c)      RESTRICTED STOCK: The maximum aggregate grant with respect to
                  Awards of Restricted Stock granted in any one fiscal year to
                  any one Participant shall be twenty-five thousand (25,000)
                  shares.

         (d)      PERFORMANCE SHARES, DIVIDEND UNITS, AND INCENTIVE AWARDS: The
                  maximum aggregate payout (determined as of the end of the
                  applicable performance period) with respect to Awards of
                  Performance Shares and Incentive Awards granted in any one
                  fiscal year to any one Participant shall be equal to the value
                  of one hundred thousand (100,000) shares of Common Stock.

         4.02 ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in
corporate capitalization, such as a stock split, or a corporate transaction,
such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether or
not such reorganization comes within the definition of such term in Code Section
368) or any partial or complete liquidation of the Company, such adjustment
shall be made in the number and class of shares of Common Stock which may be
delivered under Section 4.01, in the number and class of and/or price of shares
of Common Stock subject to outstanding Awards granted under the Plan, and in the
Award limits set forth in subsections 4.01(a), (b), (c), and (d), as may be
determined to be appropriate and equitable by the Committee, in its sole
discretion, to prevent dilution or enlargement of rights; provided, however,
that the number of shares of Common Stock subject to any Award shall always be a
whole number.


                                    ARTICLE V

                                   ELIGIBILITY

         Key employees of the Company or of any Affiliate are eligible to
receive Awards under the Plan. An individual may receive more than one Award.
The Committee shall, in its discretion, select the eligible key employees and
shall base its selection on the employees' job responsibilities


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and present and potential contributions to the success of the Company and its
Affiliates.


                                   ARTICLE VI

                                 GRANT OF AWARDS

         The Committee may, from time to time, grant Awards to one or more
eligible employees. In determining the size of Awards, the Committee shall take
into account a Participant's responsibility level, performance, potential, and
cash compensation level, the Fair Market Value at the time of the Award, as well
as such other considerations as it deems appropriate.


                                   ARTICLE VII

                                  STOCK OPTIONS

         7.01 GRANT OF OPTIONS. One or more Options may be granted to any
eligible employee. Options shall be embodied in an Agreement in a form approved
by the Committee. Options shall be subject to such terms and conditions as
designated by the Committee in the Agreement, which shall not be inconsistent
with the terms of the Plan.

         7.02 INCENTIVE STOCK OPTIONS/NONQUALIFIED STOCK OPTIONS. The Agreement
may provide for "incentive stock options" that are intended to satisfy the
requirements of Section 422A of the Code, or such other options that are not
intended to satisfy the requirements of Section 422A of the Code (hereinafter
described as "nonqualified stock options"), that entitle the holder to purchase
from the Company a stated number of shares of Common Stock at the price set
forth in the Agreement. Each Option shall be an incentive stock option or a
nonqualified stock option as specified in the Agreement. All Options that are
not identified as incentive stock options in the Agreement are intended to be
nonqualified stock options.

         7.03 OPTION PRICE. The exercise price per share of an Option shall be
an amount equal to the Fair Market Value per share of the Common Stock on the
date of grant of such Option (or, in the case of a grant of an incentive stock
option to a prospective employee, the date the grant becomes effective),
provided, however, that the Committee may in its discretion elect to grant
Options at an exercise price below the Fair Market Value per share of the Common
Stock on the date of grant of such Option.

         7.04 ADDITIONAL PROVISIONS APPLICABLE TO INCENTIVE STOCK OPTIONS. The
aggregate Fair Market Value (determined at the time any incentive stock option
is granted) of the Common Stock with respect to any Participant's incentive
stock options, together with incentive stock options granted under any other
plan of the Company or any subsidiary (as defined in Code Section 425 (f)), that
are exercisable for the first time by such Participant during any calendar year
shall not exceed


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$100,000. In the event that a Participant holds incentive stock options that
become first exercisable (as a result of acceleration of exercisability under
the Plan or an Agreement, or otherwise) in any one calendar year for shares
having a Fair Market Value at the date of grant in excess of $100,000, then the
most recently granted of such incentive stock options, to the extent that they
are exercisable for shares having an aggregate Fair Market Value in excess of
$100,000, shall be deemed to be nonqualified stock options.

         No incentive stock option may be granted under the Plan to any person
who owns, directly or indirectly, within the meaning of Sections 422A(b) (6) and
425(d) of the Code, at the time the incentive stock option is granted, stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or any subsidiary (as defined in Code Section 425(f))
unless the exercise price is at least 110% of the Fair Market Value of the
shares subject to the incentive stock option, determined on the date of the
grant, and the incentive stock option by its terms is not exercisable after the
expiration of five years from the date such incentive stock option is granted.

         7.05 OPTION EXERCISE PERIOD. Options are exercisable only to the extent
that they are vested as provided in the applicable Stock Option Agreement. No
Option shall be exercisable more than ten years from the date the Option was
granted.

         7.06 EMPLOYEE STATUS. In the event that the terms of any Option provide
that it may be exercised only during employment or within a specified period of
time after termination of employment, the Committee may decide in each case to
what extent leaves of absence for governmental or military service, illness,
temporary disability, or other reasons shall not be deemed terminations of
employment.

         7.07 NONTRANSFERABILITY.

         (i) INCENTIVE STOCK OPTIONS. Except as otherwise provided in a
Participant's Agreement, no incentive stock option granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, all
incentive stock options granted to a Participant under the Plan shall be
exercisable during his or her lifetime only by such Participant.

         (ii) NONQUALIFIED STOCK OPTIONS. Except as otherwise provided in a
Participant's Agreement, no nonqualified stock option granted under this Article
VII may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.
Further, except as otherwise provided in a Participant's Agreement, all
nonqualified stock options granted to a Participant under this Article VII shall
be exercisable during his or her lifetime only by such Participant.

         7.08 EXERCISABILITY.


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         (i) GENERALLY. Subject to the other provisions of the Plan, an Option
may be exercised in whole at any time or in part, from time to time, at such
times and in compliance with such requirements as set forth in the Agreement. An
Option granted under the Plan may be exercised with respect to any number of
whole shares less than the full number for which the Option could be exercised.
Such partial exercise of an Option shall not affect the right to exercise the
Option from time to time in accordance with the Plan with respect to remaining
shares subject to the Option. Upon the exercise of an Option granted in
connection with Stock Appreciation Rights, the Participant shall surrender
unexercised the Stock Appreciation Rights or, if the Option is not exercised in
full, any portion of the Stock Appreciation Rights to which the exercised
portion of the Option is related.

         (ii) TERMINATION OF EMPLOYMENT.

                  (a)      DEATH, DISABILITY, OR RETIREMENT. Except as otherwise
                           provided in a Participant's Agreement, in the event
                           of a Participant's death or Disability, Options shall
                           become exercisable either according to the terms of
                           the Agreement or on a pro-rata basis based upon the
                           vesting period specified in the Agreement, whichever
                           permits the Participant or beneficiary to exercise
                           Options for a greater number of shares of Common
                           Stock. In the event of Retirement, the Committee may
                           accelerate the exercisability of Options.

                  (b)      OTHER THAN DEATH, DISABILITY, OR RETIREMENT. Each
                           Agreement shall set forth the extent to which the
                           Participant shall have the right to exercise the
                           Option following termination of the Participant's
                           employment with the Company other than for death,
                           Disability, or Retirement. Such provisions shall be
                           determined in the sole discretion of the Board, shall
                           be included in the Agreement entered into with each
                           Participant, need not be uniform among all Options
                           issued pursuant to this Article VII, and may reflect
                           distinctions based on the reasons for termination.

         7.09 EXERCISE; PAYMENT.

         (i) EXERCISE. Unless provided otherwise in an Agreement, an Option
shall be exercised, in whole or in part, by a written notice delivered to the
Committee, which notice shall be on a form proscribed by the Committee and shall
contain the provision or authorization with respect to tax withholding required
by Section 17.06. The Option shall be deemed to have been exercised when such
notice is received by the Committee.

         (ii) PAYMENT. Payment of the Option exercise price shall be made in
cash or a cash equivalent acceptable to the Committee. If the Agreement so
provides, payment of all or part of the Option exercise price may be made in
shares of Common Stock, or through such other arrangements as specified in the
Agreement. If Common Stock is used to pay all or part of the Option exercise
price, the shares surrendered must have a Fair Market Value (determined as of
the day of exercise)


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that is not less than such price or part thereof.

         7.10 SHAREHOLDER RIGHTS. No Participant shall, as a result of having
been granted any Option, have any rights as a shareholder until the date the
Participant becomes a shareholder of record of shares of Common Stock upon
exercise of such Option.


                                  ARTICLE VIII

                                RESTRICTED STOCK

         8.01 AWARDS. In accordance with the provisions of Article V of the
Plan, the Committee may, in its discretion, designate individuals to whom any
subsequent Awards of Restricted Stock are to be made and shall specify the terms
and conditions subject to, and the number of shares of Common Stock covered by,
the Awards.

         8.02 GRANT. An Award of Restricted Stock shall be granted for no
consideration other than services. Each grant of Restricted Stock shall be
evidenced by an Agreement that shall specify the period(s) of restriction, the
number of shares of Restricted Stock granted, and such other provisions as the
Committee shall determine.

         8.03 RESTRICTION PERIOD. The Committee shall establish restriction
periods applicable to any Award and the time(s) at which such restrictions will
lapse.

         8.04 TERMINATION OF EMPLOYMENT.

         (i) DEATH OR DISABILITY. In the event of a Participant's death or
Disability, restrictions on Restricted Stock shall lapse on a pro-rata basis as
designated by the Committee.

         (ii) RETIREMENT. In the event of Retirement, the Committee may
terminate any remaining restrictions on Restricted Stock.

         (iii) OTHER THAN DEATH, DISABILITY OR RETIREMENT. Unless otherwise
provided by the Committee in a Participant's Agreement, in the event that a
Participant granted an Award of Restricted Stock shall cease to be an employee
of the Company and all Affiliates for any reason, including, but not limited to
an employing Affiliate's ceasing to be such, but other than death, Disability,
or Retirement prior to the lapse of all restrictions applicable to such
Restricted Stock, the shares of Restricted Stock awarded to the Participant
shall be forfeited to the Company, effective with the effective date of the
Participant's termination of employment. The Committee may decide in each case
to what extent leaves of absence for governmental or military service, illness,
temporary disability, or other reasons shall not be deemed a termination of
employment.

         8.05 SHAREHOLDER RIGHTS. While the shares are Restricted Stock, a
Participant shall have


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all rights of a shareholder with respect to such shares, including the right to
receive dividends and to vote the shares; provided, however, that (i) a
Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise
dispose of shares of Restricted Stock and (ii) the Company shall retain custody
of the certificates evidencing shares of Restricted Stock.

         8.06 WITHHOLDING NOTICE. Unless provided otherwise in an Agreement, at
the time at which shares become freely transferable upon the lapse of
restrictions, the Participant shall provide written notice to the Committee
setting forth the provision or authorization with respect to tax withholding
required by Section 17.06.


                                   ARTICLE IX

                            STOCK APPRECIATION RIGHTS

         9.01 GRANT OF STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may
be granted under the Plan in connection with an Option either at the time of
grant or by amendment, or may be separately awarded. Stock Appreciation Rights
shall be subject to such terms and conditions not inconsistent with the Plan as
the Committee shall impose. Each grant of Stock Appreciation Rights shall be
evidenced by an Agreement that shall specify the terms and conditions applicable
to such Award.

         9.02 EXERCISABILITY. Stock Appreciation Rights granted in connection
with an Option shall be exercisable to the extent the Option is exercisable.
Stock Appreciation Rights not granted in connection with an Option shall be
exercisable pursuant to such terms and conditions established by the Committee
and designated in the Agreement.

         9.03 FAILURE TO EXERCISE. If a Participant who has been granted Stock
Appreciation Rights has not exercised such rights as of the day the Stock
Appreciation Rights expire due to passage of time, then such rights shall be
deemed to have been exercised by the Participant on such day. The foregoing
sentence applies only if the Fair Market Value of one share of Common Stock on
such day exceeds the Fair Market Value of one share of Common Stock on the day
the Stock Appreciation Rights were granted.

         9.04 EXERCISE; FORM OF PAYMENT.

         (i) EXERCISE. Unless otherwise provided otherwise in an Agreement,
Stock Appreciation Rights shall be exercised, in whole or in part, by a written
notice delivered to the Committee, which notice shall contain the provision or
authorization with respect to tax withholding required by Section 17.06. The
Stock Appreciation Rights shall be deemed to have been exercised when such
notice is received by the Committee.

         (ii) FORM OF PAYMENT. Upon the exercise of Stock Appreciation Rights
granted in


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connection with an Option, the Participant shall surrender unexercised the
Option or, if the Stock Appreciation Rights are not exercised in full, any
portion of the Option to which the Stock Appreciation Rights are related, and
shall be entitled to receive payment (in cash or shares of Common Stock or a
combination thereof as set forth in the Agreement at the time of grant) equal to
the product of the excess of the Fair Market Value of one share of Common Stock
at the date of exercise over the Option price, multiplied by the number of
shares called for by the Stock Appreciation Rights (or portion thereof) which
are so exercised. Upon exercise of Stock Appreciation Rights not granted in
connection with an Option, the Participant shall be entitled to payment (in cash
or shares of Common Stock or a combination thereof as set forth in the Agreement
at the time of grant) equal to the product of the excess of the Fair Market
Value of one share of Common Stock at the date of exercise over the Fair Market
Value of one share of Common Stock at the date of grant of the Stock
Appreciation Rights, multiplied by the number of shares called for by the Stock
Appreciation Rights (or portion thereof) which are so exercised. The value of
any Common Stock payable upon exercise of Stock Appreciation Rights shall be the
Fair Market Value of the Common Stock on the day on which the Stock Appreciation
Rights are exercised. Solely for purposes of Article VI of the Plan, to the
extent that Stock Appreciation Rights granted in connection with an Option are
exercised, such Option shall be deemed to have been exercised, and shall not be
deemed to have lapsed.

         9.05 NONTRANSFERABILITY. Stock Appreciation Rights granted under the
Plan shall not be transferable by the Participant except by will or the laws of
descent and distribution and shall be exercisable during the Participant's
lifetime only by the Participant or, in the event of the Participant's mental or
physical incapacity, by his legal representative.

         9.06 LAPSE OF STOCK APPRECIATION RIGHTS. Stock Appreciation Rights
granted in connection with an Option shall lapse in accordance with the same
terms and conditions specified in the underlying Option. Stock Appreciation
Rights not granted in connection with an Option shall lapse in accordance with
the terms and conditions specified by the Committee in the Award.

         9.07 TERMINATION OF EMPLOYMENT. Each Agreement shall set forth the
extent to which the Participant shall have the right to exercise the Stock
Appreciation Right following termination of the Participant's employment with
the Company and/or its Affiliates. Such provisions shall be determined in the
sole discretion of the Committee, shall be included in the Agreement entered
into with Participants, need not be uniform among all Stock Appreciation Rights
issued pursuant to the Plan, and may reflect distinctions based on the reasons
for termination.

         9.08 SHAREHOLDER RIGHTS. No Participant shall, as a result of having
been granted Stock Appreciation Rights, have any rights as a shareholder until
the date the Participant becomes a shareholder of record of shares of Common
Stock upon exercise of the Stock Appreciation Rights if shares of Common Stock
are issued to such Participant as a result of such exercise.


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                                    ARTICLE X

                      PERFORMANCE SHARES/PERFORMANCE UNITS

         10.01 GRANT OF PERFORMANCE SHARES/PERFORMANCE UNITS. Awards made
pursuant to this Article X shall be granted in the form of bookkeeping entries
called Performance Shares or Performance Units, subject to such terms and
conditions not inconsistent with the Plan as the Committee shall impose. Each
Performance Unit shall have an initial value that is established by the
Committee at the time of grant. Each Performance Share shall have an initial
value equal to the Fair Market Value of a share of Common Stock on the date of
grant. The Agreement shall specify the terms and conditions of the Award,
including the performance-related objectives applicable to the Award and the
extent to which satisfaction of such specified objectives will determine the
number and/or value of Performance Units or Performance Shares that will be paid
out to the Participant.

         10.02 PERFORMANCE PERIOD. The measuring period to establish the
performance objectives set forth in a Performance Share or Performance Unit
Agreement shall be no less than three years.

         10.03 FORM OF PAYMENT. Upon the completion of the applicable
performance period, a determination shall be made as to the number of shares of
Common Stock or cash equal to the Award value to be paid to the Participant for
no consideration other than services. Unless provided otherwise in an Agreement,
at the time of payment under the Performance Share or Performance Unit Award,
the Participant shall provide written notice to the Committee setting forth the
provision or authorization with respect to tax withholding required by Section
17.06.

         10.04 TERMINATION OF EMPLOYMENT. Each Agreement shall set forth the
extent to which the Participant shall have the right to receive a payout with
respect to any outstanding Performance Shares or Performance Units following
termination of the Participant's employment with the Company and/or its
Affiliates. Such provisions shall be determined in the sole discretion of the
Committee, shall be included in the Agreement entered into with Participants,
need not be uniform among all Performance Shares or Performance Units issued
pursuant to the Plan, and may reflect distinctions based on the reasons for
termination.

         10.05 SHAREHOLDER RIGHTS. No Participant shall, as a result of having
been awarded Performance Shares or Performance Units, have any rights as a
shareholder until the date the Participant becomes a shareholder of record of
shares of Common Stock upon payment of the Performance Shares, if shares of
Common Stock are issued to such Participant as a result of such payment.


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                                   ARTICLE XI

                                 DIVIDEND UNITS

         The Committee may grant Dividend Units equal to a specified number of
shares of Common Stock on which Participants will receive cash payments equal to
the dividends paid on the underlying number of shares when, as, and if paid.
Each grant of Dividend Units shall be evidenced by an Agreement that shall
specify the terms and conditions applicable to such Award, including the
treatment of such Award upon the Participant's termination of employment. An
Award of Dividend Units shall entitle the Participant to payment of an amount of
cash equal to such cash dividends only and not to any right to the actual
dividends on the underlying shares or to the underlying shares themselves. Such
Awards of Dividend Units may be combined with other Awards.


                                   ARTICLE XII

                                INCENTIVE AWARDS

         12.01 GRANT OF INCENTIVE AWARDS. Subject to the terms of the Plan, the
Committee may designate Participants to receive Incentive Awards under the Plan.
Incentive Awards shall be made from an Incentive Pool established for each Plan
Year by the Committee. The Committee shall allocate an Incentive Pool Percentage
to each applicable Participant for each Plan Year. Such allocation shall be made
within ninety (90) days of the commencement of the Plan Year. In no event may
the Incentive Pool Percentage for any one individual Participant exceed fifty
percent (50%) of the total Incentive Pool. In addition, the sum of all
Participants' applicable Incentive Pool Percentages shall not equal more than
one hundred percent (100%) of the Incentive Pool. Each Incentive Award shall be
evidenced by an Agreement that shall specify the terms and conditions applicable
to such Award.

         12.02 DETERMINATION OF INCENTIVE POOL. The Incentive Pool shall be an
amount designated by the Committee each Plan Year. The Incentive Pool amount for
each Plan Year shall be determined by the Committee as soon as practicable
following the close of such Plan Year.

         12.03 DETERMINATION OF INCENTIVE AWARDS. As soon as possible after the
final Incentive Pool amount can be determined, the Committee shall determine
each Participant's allocated amount of the Incentive Pool by multiplying the
final Incentive Pool amount for the Plan Year by each Participant's Incentive
Pool Percentage. A Participant's Incentive Award shall then be determined based
on the Participant's allocated portion of the Incentive Pool, as reduced in the
sole discretion of the Committee. In no event, however, may a Participant's
allocated portion of the Incentive Pool be increased as a result of a reduction
of any other Participant's allocated portion. In reducing a Participant's
Incentive Award, the Committee may consider any such factors it determines
applicable.

         12.04 FORM AND TIMING OF PAYMENT. Unless a qualifying deferral election
is made by a Participant pursuant to Article XIV herein, each Participant's
Final Award shall be paid in one (1) lump sum cash payment as soon as possible
following the release of the Company's audited financial


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statement for the Plan Year.

         12.05 TERMINATION OF EMPLOYMENT.

         (i) TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR RETIREMENT.
Unless determined otherwise by the Committee, in the event the employment of a
Participant is terminated by reason of death, Disability, or Retirement during a
Plan Year, the Participant shall receive a payout of the Incentive Awards which
is prorated, as specified by the Committee in its discretion.

         Payment of earned Incentive Awards shall be made at a time specified by
the Committee in its sole discretion and set forth in the Participant's Award
Agreement. Notwithstanding the foregoing, with respect to Covered Employees who
retire during a Plan Year, payments shall be made at the same time as payments
are made to Participants who did not terminate employment during the applicable
Plan Year.

         (ii) TERMINATION OF EMPLOYMENT FOR OTHER REASONS. In the event that a
Participant's employment terminates for any reason other than those reasons set
forth in Section 12.06(i) herein, all Incentive Awards shall be forfeited by the
Participant to the Company unless determined otherwise by the Committee.

         12.06 NONTRANSFERABILITY. Except as otherwise provided by the
Committee, Incentive Awards may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution. Further, except as otherwise provided by the
Committee, a Participant's rights under the Plan shall be exercisable during the
Participant's lifetime only by the Participant's legal representative.


                                  ARTICLE XIII

                              PERFORMANCE MEASURES

         Unless and until the Committee proposes for shareholder vote and
shareholders approve a change in the general performance measures set forth in
this Article XIII, the attainment of which may determine the degree of payout
and/or vesting with respect to Awards to Covered Employees which are designed to
qualify for the Performance-Based Exception, the performance measure(s) to be
used for purposes of such grants shall be chosen from among:

         (a)      Earnings per share;

         (b)      Net income (before or after taxes);

         (c)      Return measures (including, but not limited to, return on
                  assets, equity, or sales);


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<PAGE>

         (d)      Cash flow return on investments which equals net cash flows
                  divided by owners equity;

         (e)      Earnings before interest, taxes, depreciation, amortization
                  (EBITDA);

         (f)      Gross revenues;

         (g)      Share price (including, but no limited to, growth measures and
                  total shareholder return).

         Company performance shall be based, at the Committee's discretion, on
overall Company performance, performance of a specified segment of the Company's
operations, such a business unit, division, product line, or other such
segmentation, or any combination thereof. This measure may be expressed as a
concrete goal, in terms of an increase or decrease, or in comparison to the
Company's competitors, the industry, or some other comparator group.

         The Committee shall have the discretion to adjust the determinations of
the degree of attainment of the preestablished performance goals; provided,
however, that Awards which are designed to qualify for the Performance-Based
Exception, and which are held by Covered Employee, may not be adjusted upward
(the Committee shall retain the discretion to adjust such Awards downward).

         In the event that applicable tax and/or securities laws change to
permit Committee or Board discretion to alter the governing performance measures
without obtaining shareholder approval of such changes, the Committee shall have
sole discretion to make such changes without obtaining shareholder approval. In
addition, in the event that the Committee determines that it is advisable to
grant Awards which shall not qualify for the Performance-Based Exception, the
Committee may make such grants without satisfying the requirements of Code
Section 162(m).


                                   ARTICLE XIV

                                    DEFERRALS

         The Committee may permit or require a Participant to defer receipt of
the payment of cash or the delivery of shares of Common Stock that would
otherwise be due to such Participant by virtue of the exercise of an Option or
SAR, the lapse or waiver of restrictions with respect to Restricted Stock, the
satisfaction of any requirements or goals with respect to Performance Shares or
Incentive Awards or the receipt of dividend payments on Dividend Units. If any
such deferral election is required or permitted, the Committee shall, in its
sole discretion, establish rules and procedures for such payment deferrals.

                                       14
<PAGE>

                                   ARTICLE XV

         COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES; LEGENDS

         15.01 COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES, LEGENDS.
No Option or Stock Appreciation Rights shall be exercisable, no Common Stock
shall be issued, no certificates for shares of Common Stock shall be delivered,
and no payment shall be made under the Plan except in compliance with all
applicable federal and state laws and regulations (including, without
limitation, tax withholding requirements) and the rules of all stock exchanges
on which the Common Stock may be listed. The Company shall have the right to
rely on an opinion of its counsel as to such compliance. No Option or Stock
Appreciation Rights shall be exercisable, no Common Stock shall be issued, no
certificate for shares shall be delivered, and no payment shall be made under
the Plan until the Company has obtained such consent or approval as the Company
may deem advisable from regulatory bodies having jurisdiction over such matters.
Any share certificate issued to evidence Common Stock or Restricted Stock may
bear such legends and statements as the Company may deem advisable to assure
compliance with the Plan and all federal and state laws and regulations.

         15.02 COMPLIANCE WITH CODE SECTION 162(m). At all times when Code
Section 162(m) is applicable, all Awards granted under this Plan shall comply
with the requirements of Code Section 162(m); provided, however, that in the
event the Committee determines that such compliance is not desired with respect
to any Award or Awards available for grant under the Plan, then compliance with
Code Section 162(m) will not be required. In addition, in the event that changes
are made to Code Section 162(m) to permit greater flexibility with respect to
any Award or Awards available under the Plan, the Board may, subject to this
Article XV, make any adjustments it deems appropriate.


                                   ARTICLE XVI

                    ACCELERATION OF AWARDS; CHANGE OF CONTROL

         16.01 ACCELERATION OF AWARDS. Any other provision to the contrary in
the Plan or any Award or Agreement notwithstanding, in the event that an Award
pursuant to the terms of its grant is not immediately exercisable, is subject to
restrictions, or is subject to the meeting of specified performance objectives,
the Award may initially provide, or the Committee may at any time amend it to
provide, for accelerated exercisability, termination of restrictions, or waiver
or modification of performance objectives, subject to such terms and conditions
and upon the occurrence of such events determined by the Committee in its sole
discretion to justify such acceleration.

         16.02 CHANGE OF CONTROL - ACCELERATION; AUTOMATIC VESTING OF AWARDS.



                                       15
<PAGE>

         (i) ACCELERATION. Subject to the limitations in Section 16.03, any
other provision to the contrary in the Plan or any Award or Agreement
notwithstanding, all Options and Stock Appreciation Rights shall automatically
become fully exercisable, all restrictions applicable to Restricted Stock shall
automatically terminate and all performance objectives in Performance Share
Awards and Incentive Awards shall be waived upon the occurrence of any one or
more of the triggering events specified below:

         (a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then-outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (ii) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the "Outstanding Company Voting Securities");
provided, however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change of Control: (i) any acquisition
directly from the Company, (ii) any acquisition by the Company, (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company, or (iv)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (i), (ii), and (iii) of subsection (c) of this Section 16.02; or

         (b) Individuals who, as of December 31, 1999, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a Director subsequent to
December 31, 1999 whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the Directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the board; or

         (c) Consummation of a reorganization, merger or consolidation or sale
or other disposition of all or substantially all of the assets of the Company (a
"Business Combination"), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially owned, directly or indirectly, more than 50%
of, respectively, the then-outstanding shares of common stock and the combined
voting power of the then-outstanding voting securities entitled to vote
generally in the election of the directors, as the case may be, of the
Corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the Company
or all or substantially all of the Companies assets either directly or through
one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the Outstanding
Company Common

                                       16
<PAGE>

Stock and Outstanding Company Voting Securities, as the case may be, (ii) no
Persons (excluding any Corporations resulting from such Business Combination or
any employee benefit plan (or related trust) of the Company or such Corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then-outstanding shares of common
stock of the Corporation resulting from such Business Combination, or the
Combined Voting Power of the then-outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the
Business Combination and (iii) at least a majority of the members of the Board
of Directors of the Corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or the action of the Board, providing for such Business Combination;
or

         (d) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.

         (ii) VESTING OF AWARDS. Except as provided below, upon the occurrence
of any of the triggering events described in Section 16.02(i) above, all
outstanding Awards shall automatically vest and be surrendered, and the
Participants shall receive in full satisfaction therefore, distribution in the
form of shares of Common Stock.

         16.03 CERTAIN REDUCTION OF PAYMENTS. Anything in this Plan to the
contrary notwithstanding, in the event the Company determines that any payment
by it to a Participant (whether paid pursuant to the terms of this Plan or
otherwise) would be nondeductible by the Company for federal income tax purposes
because of Section 28OG of the Code, then any amounts payable to a Participant
pursuant to this Plan shall be reduced automatically to an amount that maximizes
the payments under the Plan without causing any payments to be nondeductible by
the Company because of Section 280G of the Code.


                                  ARTICLE XVII

                               GENERAL PROVISIONS

         17.01 EFFECT ON EMPLOYMENT. Neither the adoption of the Plan, nor the
receipt of any Award under the Plan, nor any documents under the Plan (or any
part thereof), including but not limited to any Agreement, shall confer upon any
employee any right to continue in the employ of the Company or any Affiliate, or
in any way affect any right and power of the Company or any Affiliate to
terminate the employment of any employee at any time with or without assigning a
reason therefor.

         17.02 UNFUNDED PLAN. The Plan shall be unfunded, and neither the
Company nor any Affiliate shall be required to segregate any assets that may at
any time be represented by Awards under the Plan. Any liability of the Company
or any Affiliate to any person with respect to any Award under the Plan shall be
based solely upon contractual obligations created pursuant to the Plan.


                                       17
<PAGE>

No such obligation of the Company or any Affiliate shall be deemed to be secured
by any pledge of, or other encumbrance on, any property of the Company or any
Affiliate.

         17.03 RULES OF CONSTRUCTION. Headings are given to the articles and
sections of the Plan solely as a convenience to facilitate reference. The
reference to any statute, regulation, or other provision of law shall be
construed to refer to any amendment to or successor of such provision of law.

         17.04 FRACTIONAL SHARES. Any fractional shares concerning Awards shall
be eliminated by rounding down for fractions less than one-half and rounding up
for fractions equal to or more than one-half. No cash settlements shall be made
with respect to fractional shares eliminated by rounding.

         17.05 NONALIENATION. No benefit provided under the Plan shall be
subject to alienation or assignment by a Participant (or by any person entitled
to such benefit pursuant to the terms of the Plan), nor shall it be subject to
attachment or other legal process of whatever nature. Any attempted alienation,
assignment, or attachment shall be void and of no effect whatsoever. Payment
shall be made only to the Participant entitled to receive the same or the
Participant's authorized legal representative. Deposit of any sum in any
financial institution to the credit of any Participant (or a person entitled to
such sum pursuant to the terms of the Plan) shall constitute payment to that
Participant (or such person).

         17.06 TAX WITHHOLDING. Either the Company or an Affiliate, as
appropriate, shall have the right to deduct from all Awards paid in cash any
federal, state, or local taxes as it deems to be required by law to be withheld
with respect to such cash payments. In the case of Awards paid in shares of
Common Stock, the Participant receiving such Common Stock may be required to pay
to the Company or an Affiliate, as appropriate, the amount of any such taxes
which the Company or Affiliate is required to withhold with respect to such
Common Stock. At the request of a Participant, or as required by law, such sums
as may be required for the payment of any estimated or accrued income tax
liability may be withheld or paid to the Company or an Affiliate, as
appropriate, and paid over to the governmental entity entitled to receive the
same.

         17.07 GOVERNMENT AND OTHER REGULATIONS. The obligation of the Company
to make payment of Awards in Common Stock or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any government
agencies as may be required. The Company shall be under no obligation to
register under the Securities Act of 1933, as amended, or under any state
securities or Blue Sky laws any of the shares of Common Stock issued, delivered,
or paid in settlement under the Plan. If Common Stock awarded under the Plan may
in certain circumstances be exempt from such registration, the Company may
restrict its transfer in such manner as it deems advisable to ensure such exempt
status.

         17.08 RELIANCE ON REPORTS. Each member of the Committee shall be fully
justified in relying or acting in good faith upon any report made by the
independent public accountants of the


                                       18
<PAGE>

Company and upon any other information furnished in connection with the Plan. In
no event shall any person who is or shall have been a member of the Committee be
liable for any determination made, any other action taken, or any omission to
act in reliance upon any such report or information.

         17.09 COMPANY SUCCESSORS. In the event the Company becomes a party to a
merger, consolidation, sale of substantially all of its assets, or any other
corporate reorganization in which the Company will not be the surviving
corporation or in which the holders of the Common Stock will receive securities
of another corporation (in any such case, the "New Company"), then the New
Company shall assume the rights and obligations of the Company under the Plan.

         17.10 GOVERNING LAW. All matters relating to the Plan, any Awards, or
any Agreements, shall be governed by the laws of the District of Columbia,
without regard to the principles of conflict of laws.

         17.11 RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall
be taken into account in determining any benefits under any other pension,
retirement, profit-sharing, or other employee benefit plan of the Company or any
Affiliate.

         17.12 EXPENSES. The expenses of administering the Plan shall be borne
by the Company.

         17.13 PROCEEDS. Any cash proceeds received by the Company under the
Plan shall be used for general corporate purposes, and any shares of Common
Stock withheld by or paid to the Company under the Plan shall be held by the
Company as treasury stock or shall be canceled, as the Company in its discretion
shall determine.


                                  ARTICLE XVIII

                                    AMENDMENT

         The Board may amend the Plan from time to time. No amendment may become
effective until shareholder approval is obtained if such approval is required by
any federal or state law or regulation or the rules of any stock exchange on
which the Common Stock may be listed, or if the Board in its discretion
determines that the obtaining of such shareholder approval is for any reason
advisable. No amendment shall, without a Participant's consent, adversely affect
any rights of such Participant under any Award outstanding at the time such
amendment is made.


                                       19
<PAGE>

                                   ARTICLE XIX

                      EFFECTIVE DATE; DURATION OF THE PLAN

         The effective date of the Plan is October 1, 1999, subject to
shareholder approval. Unless sooner terminated by the Board, the Plan shall
terminate on September 30, 2009; provided, however, that any Award outstanding
at the time of such termination shall continue in full force and effect and
shall continue to be governed by the Plan and its applicable Agreement until the
Award expires or is discharged by its terms.






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