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                                                                        INFINITY
                                                                   EXHIBIT 10.17


                        INFINITY BROADCASTING CORPORATION
                          1998 LONG-TERM INCENTIVE PLAN

                        (as amended as of April 1, 1999)


                                    ARTICLE I
                                     GENERAL

1.1      PURPOSE

         The purposes of the 1998 Long-Term Incentive Plan, as amended from time
to time (the "Plan"), for key personnel of Infinity Broadcasting Corporation
("Corporation") and its Subsidiaries (the Corporation and its Subsidiaries
severally and collectively referred to in the Plan as the "Company") are to
foster and promote the long-term financial success of the Company and materially
increase stockholder value by (i) attracting and retaining key personnel of
outstanding ability, (ii) strengthening the Company's capability to develop,
maintain and direct a competent management team, (iii) motivating key personnel,
by means of performance-related incentives, to achieve long-range performance
goals, (iv) providing incentive compensation opportunities competitive with
those of other major companies and (v) enabling key personnel to participate in
the long-term growth and financial success of the Company.

1.2      ADMINISTRATION

         (a) The Plan will be administered by a committee of the Board of
Directors of the Corporation ("Committee") which will consist of two or more
members. Each member will be a "non-employee director," as that term is defined
by Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as such rule may be amended, or any successor rule, and an
"outside director," as that term is defined by Section 162(m) of the Internal
Revenue Code of 1986, as amended. The members will be appointed by the Board of
Directors, and any vacancy on the Committee will be filled by the Board of
Directors or in a manner authorized by the Board.

         (b) Subject to the limitations of the Plan, the Committee will have the
sole and complete authority: (i) to select in accordance with Section 1.3
persons who will participate in the Plan ("Participant" or "Participants")
(including the right to delegate authority to select as Participants persons who
are not required to file reports with respect to securities of the Company
pursuant to Section 16(a) of the Exchange Act ("Nonreporting Persons")); (ii) to
make Awards and payments in such forms and amounts as it may determine
(including the right to delegate authority to make Awards to


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Nonreporting Persons within limits approved from time to time by the Committee),
(iii) to impose such limitations, restrictions and conditions upon such Awards
as the Committee, or, with respect to Awards to Nonreporting Persons, the
Committee's authorized delegates, deems appropriate; (iv) to interpret the Plan
and the terms of any document relating to the Plan and to adopt, amend and
rescind administrative guidelines and other rules and regulations relating to
the Plan; (v) to amend or cancel an existing Award in whole or in part
(including the right to delegate authority to amend or cancel an existing Award
to a Nonreporting Person in whole or in part within limits approved from time to
time by the Committee), except that the Committee and its authorized delegates
may not, unless otherwise provided in the Plan, or unless the Participant
affected thereby consents, take any action under this clause that would
adversely affect the rights of such Participant with respect to the Award, and
except that the Committee and its authorized delegates may not, unless otherwise
provided in the Plan, take any action to amend any outstanding Option under the
Plan in order to decrease the Option Price under such Option; and (vi) to make
all other determinations and to take all other actions necessary or advisable
for the interpretation, implementation and administration of the Plan. The
Committee's determinations on matters within its authority will be conclusive
and binding upon the Company and all other persons.

         (c) The Committee will act with respect to the Plan on behalf of the
Corporation and on behalf of any Subsidiary issuing stock under the Plan,
subject to appropriate action by the board of directors of any such Subsidiary.
All expenses associated with the Plan will be borne by the Corporation subject
to such allocation to its Subsidiaries and operating units as it deems
appropriate.

1.3      SELECTION FOR PARTICIPATION

         Participants selected by the Committee (or its authorized delegates)
must be Eligible Persons, as defined below, who are key personnel and have the
capacity to contribute to the success of the Company. "Eligible Persons" are
persons who are officers or salaried employees of the Company or its parent or
subsidiary corporations. Eligible Persons will also include independent
contractors of the Company as to an Award if the person is an independent
contractor at the time the Award is granted. In making this selection and in
determining the form and amount of Awards, the Committee may give consideration
to the functions and responsibilities of the Eligible Person, his or her past,
present and potential contributions to the Company and other factors deemed
relevant by the Committee.

1.4      TYPES OF AWARDS UNDER PLAN

         Awards ("Awards") under the Plan may be in the form of any one or more
of the following: (i) Incentive Stock Options ("ISOs") and Non-statutory Stock
options ("NSOs") (Incentive Stock Options and Non-statutory Stock Options
severally and collectively referred to in the Plan as "Options"), as described
in Article II; (ii) Stock Appreciation Rights ("SARs") and Limited Stock
Appreciation Rights ("Limited


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Rights"), as described in Article II; (iii) Performance Awards ("Performance
Awards") as described in Article IV; and (iv) Restricted Stock ("Restricted
Stock") and Restricted Units ("Restricted Units"), each as described in Article
V.


1.5      SHARES SUBJECT TO THE PLAN

         Shares of stock issued under the Plan may be in whole or in part
authorized and unissued or treasury shares of the Corporation's Class A Common
Stock, par value $0.01 per share ("Common Stock"), or "Formula Value Stock" as
defined in Section 8.12(d) (Common Stock and Formula Value Stock severally and
collectively referred to in the Plan as "Stock").

         The maximum number of shares of Stock which may be issued for all
purposes under the Plan (including but not limited to shares issued pursuant to
the exercise of ISOs) will be 15,000,000. The maximum number of such shares
subject to options to purchase Stock, SARs and Limited Rights under the Plan
awarded to any one Participant in any one calendar year may not exceed 3,500,000
shares plus unused share amounts that could have been awarded to that
Participant in previous calendar years.

         Except as otherwise provided below, any shares of Stock subject to an
Option or other Award which is canceled or terminates without any shares having
been issued pursuant thereto having been exercised will again be available for
Awards under the Plan. Shares subject to an option canceled upon the exercise of
an SAR will not again be available for Awards under the Plan except to the
extent the SAR is settled in cash. To the extent that an Award is settled in
cash, shares of Stock subject to that Award will again be available for Awards.
Shares of Stock tendered by a Participant or withheld by the Company to pay the
exercise price of an Option or to satisfy the tax withholding obligations of the
exercise or vesting of an Award will be available again for Awards under the
Plan. Shares of Restricted Stock forfeited to the Company in accordance with the
Plan and the terms of the particular Award will be available again for Awards
under the Plan.

         No fractional shares will be issued, and the Committee will determine
the manner in which fractional share value will be treated.


                                   ARTICLE II
                                  STOCK OPTIONS

2.1      AWARD OF STOCK OPTIONS

         The Committee may, from time to time, subject to the provisions of the
Plan and such other terms and conditions as the Committee may prescribe, award
to any Participant ISOs and NSOs to purchase Stock.


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         The Committee may provide with respect to any option to purchase Stock
that, if the Participant, while an Eligible Person, exercises the option in
whole or in part using already-owned Stock, the Participant will, subject to
this Section 2.1 and such other terms and conditions as may be imposed by the
Committee, receive an additional option ("Reload Option"). The Reload Option
will be to purchase, at Fair Market Value as of the date the original option was
exercised, a number of shares of Stock equal to the number of whole shares used
by the Participant to exercise the original option. The Reload Option will be
exercisable only between the date of its grant and the date of expiration of the
original option.

         A Reload Option will be subject to such additional terms and conditions
as the Committee may approve, which terms may provide that the Committee may
cancel the Participant's right to receive the Reload Option and that the Reload
Option will be granted only if the Committee has not canceled such right prior
to the exercise of the original option. Such terms may also provide that, upon
the exercise by a Participant of a Reload Option while an Eligible Person, an
additional Reload Option will be granted with respect to the number of whole
shares used to exercise the first Reload Option.

2.2      STOCK OPTION AGREEMENTS

         The award of an option will be evidenced by a written agreement ("Stock
Option Agreement") in such form and containing such terms and conditions as the
Committee may from time to time determine. The Committee may also at any time
and from time to time provide for the deferral of delivery of any shares for
which the option may be exercisable until a specified date or dates and subject
to terms and conditions determined by the Committee.

2.3      OPTION PRICE

         The purchase price of Stock under each Option ("Option Price") will not
be less than the Fair Market Value of such Stock on the date the Option is
awarded.

2.4      EXERCISE AND TERM OF OPTIONS

         (a) Except as otherwise provided in the Plan, Options will become
exercisable at such time or times as the Committee may specify. The Committee
may at any time and from time to time accelerate the time at which all or any
part of the Option may be exercised.

         (b) The Committee will establish procedures governing the exercise of
options and will require that notice of exercise be given. Stock purchased on
exercise of an option must be paid for as follows: (1) in cash or by check
(acceptable to the Company in accordance with guidelines established for this
purpose), bank draft or money order payable to the order of the Company or (2)
if so provided by the Committee (not later


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than the time of grant, in the case of an ISO) (i) through the delivery of
shares of Stock which are then outstanding and which have a Fair Market Value on
the date of exercise equal to the exercise price, (ii) by delivery of an
unconditional and irrevocable undertaking by a broker to deliver promptly to the
Company sufficient funds to pay the exercise price, or (iii) by any combination
of the permissible forms of payment.

2.5      TERMINATION OF ELIGIBILITY

         Unless the Committee provides otherwise: (a) in the event the
Participant is no longer an Eligible Person and ceased to be such as a result of
termination of service to the Company with the consent of the Committee or as a
result of his or her death, retirement or disability, each of his or her
outstanding Options (whether held by the Participant or, if the Option is an NSO
that has been transferred to a Permissible Transferee (as defined in Section
8.12) in accordance with Section 8.1, by that Permissible Transferee) will be
exercisable by the Participant (or his or her legal representative or designated
beneficiary) or Permissible Transferee, as the case may be, to the extent that
such Option was then exercisable, at any time prior to an expiration date
established by the Committee at the time of award, but in no event after such
expiration date; and (b) unless the Committee provides otherwise, if the
Participant ceases to be an Eligible Person for any other reason, all of the
Participant's then outstanding Options (whether held by the Participant or, if
the Option is an NSO that has been transferred to a Permissible Transferee in
accordance with Section 8.1, by that Permissible Transferee) will terminate
immediately.


                                   ARTICLE III
                  STOCK APPRECIATION RIGHTS AND LIMITED RIGHTS

3.1      AWARD OF STOCK APPRECIATION RIGHT

         (a) An SAR is an Award entitling the recipient on exercise to receive
an amount, in cash or Stock or a combination thereof (such form to be determined
by the Committee), determined in whole or in part by reference to appreciation
in Stock value.

         (b) In general, an SAR entitles the Participant to receive, with
respect to each share of Stock as to which the SAR is exercised, the excess of
the share's Fair Market Value on the date of exercise over its Fair Market Value
on the date the SAR was granted.

         (c) SARs may be granted in tandem with options granted under the Plan
("Tandem SARS") or independently of Options ("Independent SARs"). An SAR granted
in tandem with an NSO may be granted either at or after the time the Option is
granted. An SAR granted in tandem with an ISO may be granted only at the time
the Option is granted.


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         (d) SARs awarded under the Plan will be evidenced by either a Stock
Option Agreement (when SARs are granted in tandem with an Option) or a separate
written agreement between the Company and the Participant in such form and
containing such terms and conditions as the Committee may from time to time
determine.

         (e) Except as otherwise provided herein, a Tandem SAR will be
exercisable only at the same time and to the same extent and subject to the same
conditions as the Option related thereto is exercisable, and the Committee may
prescribe additional conditions and limitations on the exercise of the SAR. The
exercise of a Tandem SAR will cancel the related Option. Tandem SARs may be
exercised only when the Fair Market Value of Stock to which it relates exceeds
the Option Price.

         (f) Except as otherwise provided herein, an Independent SAR will become
exercisable at such time or times, and on such conditions, as the Committee may
specify, and the Committee may at any time accelerate the time at which all or
any part of the SAR may be exercised.

         The Committee may provide, under such terms and conditions as it may
deem appropriate, for the automatic grant of additional SARs upon the full or
partial exercise of an Independent SAR.

         Any exercise of an Independent SAR must be in writing, signed by the
proper person and delivered or mailed to the Company, accompanied by any other
documents required by the Committee.

         (g) Except as otherwise provided herein, all SARs will automatically be
exercised on the last trading day prior to the expiration date established by
the Committee at the time of the award for the SAR, or, in the case of a Tandem
SAR, for the related Option, so long as exercise on such date will result in a
payment to the Participant.

         (h) Unless otherwise provided by the Committee, no SAR will become
exercisable or will be automatically exercised for six months following the date
on which it was granted or the effective date of the Plan, whichever is later.

         (i) At the time of award of an SAR, the Committee may limit the amount
of the payment that may be made to a Participant upon the exercise of the SAR.
The Committee may further determine that, if the amount to be received by a
Participant in any year is limited pursuant to this provision, payment of all or
a portion of the amount that is unpaid as a result of the limitation may be made
to the Participant at a subsequent time. No such limitation will require a
Participant to return to the Company any amount theretofore received by him or
her upon the exercise of an SAR.

         (j) Payment of the amount to which a Participant is entitled upon the
exercise of an SAR will be made in cash, Stock, or partly in cash and partly in
Stock, as the Committee may determine. To the extent that payment is made in
Stock, the shares will


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be valued at their Fair Market Value on the date of exercise of the SAR. The
Committee may also at any time and from time to time provide for the deferral of
delivery of any shares and/or cash for which the SAR may be exercisable until a
specified date or dates and subject to terms and conditions determined by the
Committee.

         (k) Unless otherwise determined by the Committee, each SAR will expire
on a date determined by the Committee or, unless otherwise determined by the
Committee, earlier upon the occurrence of the first of the following: (i) in the
case of a Tandem SAR, termination of the related option, (ii) expiration of a
period of six months after the Participant's ceasing to be an Eligible Person as
a result of termination of service to the Company with the consent of the
Committee or as a result of his or her death, retirement or disability, or (iii)
the Participant ceasing to be an Eligible Person for any other reason.

3.2      LIMITED RIGHTS

         (a) The Committee may award Limited Rights pursuant to the provisions
of this Section 3.2 to the holder of an Option to purchase Common Stock granted
under the Plan (a "Related Option") with respect to all or a portion of the
shares subject to the Related Option. A Limited Right may be exercised only
during the period beginning on the first day following a Change in Control, as
defined in Article VII of the Plan, and ending on the thirtieth day following
such date. Each Limited Right will be exercisable only to the same extent that
the Related Option is exercisable, and in no event after the termination of the
Related Option. Limited Rights will be exercisable only when the Fair Market
Value (determined as of the date of exercise of the Limited Rights) of each
share of Common Stock with respect to which the Limited Rights are to be
exercised exceeds the Option Price per share of Common Stock subject to the
Related option.

         (b) Upon the exercise of Limited Rights, the Related Option will be
considered to have been exercised to the extent of the number of shares of
Common Stock with respect to which such Limited Rights are exercised. Upon the
exercise or termination of the Related Option, the Limited Rights with respect
to such Related Option will be considered to have been exercised or terminated
to the extent of the number of shares of Common Stock with respect to which the
Related Option was so exercised or terminated.

         (c) The effective date of the grant of a Limited Right will be the date
on which the Committee approves the grant of such Limited Right. Each grantee of
a Limited Right will be notified promptly of the grant of the Limited Right in
such manner as the Committee prescribes.

         (d) Upon the exercise of Limited Rights, the holder thereof will
receive in cash an amount equal to the product computed by multiplying (i) the
excess of (a) the higher of (x) the Minimum Price Per Share (as hereinafter
defined), or (y) the highest reported closing sales price of a share of Common
Stock on the New York Stock Exchange at any time during the period beginning on
the sixtieth day prior to the date on which such Limited Rights are


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exercised and ending on the date on which such Limited Rights are exercised,
over (b) the Option Price per share of Common Stock subject to the Related
Option, by (ii) the number of shares of Common Stock with respect to which such
Limited Rights are being exercised.

         (e) For purposes of this Section 3.2, the term "Minimum Price Per
Share" will mean the highest gross price (before brokerage commissions and
soliciting dealers' fees) paid or to be paid for a share of Common Stock
(whether by way of exchange, conversion, distribution upon liquidation or
otherwise) in any Change in Control which is in effect at any time during the
period beginning on the sixtieth day prior to the date on which such Limited
Rights are exercised and ending on the date on which such Limited Rights are
exercised. For purposes of this definition, if the consideration paid or to be
paid in any such Change in Control will consist, in whole or in part, of
consideration other than cash, the Board will take such action, as in its
judgment it deems appropriate, to establish the cash value of such
consideration.


                                   ARTICLE IV
                               PERFORMANCE AWARDS

4.1      NATURE OF PERFORMANCE AWARDS

         A Performance Award provides for the recipient to receive an amount in
cash or Stock or a combination thereof (such form to be determined by the
Committee) following the attainment of Performance Goals. Performance Goals may
be related to personal performance, corporate performance (including corporate
stock performance), departmental performance or any other category of
performance deemed by the Committee to be important to the success of the
Company or may be related to the occurrence of any triggering event or events
that the Committee may deem appropriate. The Committee will determine the
Performance Goals, the period or periods during which performance is to be
measured or otherwise determined and all other terms and conditions applicable
to the Award. Regardless of the degree to which Performance Goals are attained,
a Performance Award will be paid only when, if and to the extent that the
Committee determines to make such payment.

4.2      OTHER AWARDS SUBJECT TO PERFORMANCE CONDITION

         The Committee may, at the time any Award described in this Plan is
granted, impose the condition (in addition to any conditions specified or
authorized in the Plan) that Performance Goals be met prior to the Participant's
realization of any payment or benefit under the Award.


                                    ARTICLE V
                      RESTRICTED STOCK AND RESTRICTED UNITS


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5.1      AWARDS OF RESTRICTED STOCK AND RESTRICTED UNITS

         The Committee may award to any Participant shares of Stock subject to
this Article V and such other terms and conditions as the Committee may
prescribe, such Stock referred to herein as "Restricted Stock." Each certificate
for Restricted Stock will be registered in the name of the Participant and
deposited by him or her, together with a stock power endorsed in blank, with the
Corporation.

         The Committee may also award to any Participant Restricted Units
subject to this Article V and such other terms and conditions as the Committee
may prescribe. For purposes hereof, a "Restricted Unit" will mean any award of a
contractual right granted under this Article V to receive Stock (or, at the
discretion of the Committee, cash in an amount based on the Fair Market Value of
the Stock, or a combination of Stock and cash) which would become vested and
nonforfeitable, in whole or in part, upon the completion of such period of
service as may be determined by the Committee.

5.2      RESTRICTED STOCK/RESTRICTED UNIT AGREEMENT

         Awards of Restricted Stock and Restricted Units under the Plan will be
evidenced by a written agreement in such form and containing such terms and
conditions as the Committee may determine.

5.3      RESTRICTION PERIOD; DIVIDEND EQUIVALENTS

         At the time of award of Restricted Stock or Restricted Units, there
will be established for each Participant a "Restriction Period" of such length
as the Committee determines. The Restriction Period may be waived by the
Committee. Shares of Restricted Stock and Restricted Units may not be sold,
assigned, transferred, pledged or otherwise encumbered, except as hereinafter
provided.

         Subject to such restrictions on transfer, the Participant as owner of
such shares of Restricted Stock will have the rights of the holder of such
Restricted Stock, except that the Committee may provide at the time of the Award
that any dividends or other distributions paid with respect to such Stock during
the Restriction Period will be accumulated and held by the Company and will be
subject to the same forfeiture provisions and the same restrictions on transfer
as apply to the shares of Restricted Stock with respect to which they were paid.

         Upon the expiration or waiver by the Committee of the Restriction
Period and the satisfaction (as determined by the Committee) of any other
conditions determined by the Committee, restrictions applicable to the
Restricted Stock or Restricted Units will lapse and the Corporation will, in the
case of Restricted Stock, redeliver to the Participant (or his or her legal
representative or designated beneficiary) the shares deposited pursuant to
Section 5.1 free and clear of all restrictions except as may be imposed by law
and, in the


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case of Restricted Units, will pay out such units as provided in the Restricted
Unit Agreement.



5.4      TERMINATION OF ELIGIBILITY

         Unless otherwise determined by the Committee, in the event the
Participant is no longer an Eligible Person and ceased to be such as a result of
termination of service to the Company with the consent of the Committee, or as a
result of his or her death, retirement or disability, the restrictions imposed
under this Article V will lapse with respect to such number of the shares of
Restricted Stock and with respect to such number of Restricted Units previously
awarded to him or her as may be determined by the Committee. All other shares of
Restricted Stock and Restricted Units previously awarded to him or her which are
still subject to restrictions, along with any dividends or other distributions
thereon that have been accumulated and held by the Company, will be forfeited,
and in the case of Restricted Stock, the Corporation will have the right to
complete the blank stock power.

         Unless otherwise determined by the Committee, in the event the
Participant ceases to be an Eligible Person for any other reason, all shares of
Restricted Stock and all Restricted Units previously awarded to him or her which
are still subject to restrictions, along with any dividend or other
distributions on Restricted Stock that have been accumulated and held by the
Company, will be forfeited, and, in the case of Restricted Stock, the
Corporation will have the right to complete the blank stock power.

5.5      DIVIDEND EQUIVALENTS

         The Committee will determine whether and to what extent, if any, to
credit to the account of, or to pay currently to, each recipient of Restricted
Units, an amount equal to any dividends or other distributions paid during the
Restriction Period with respect to the corresponding number of shares of Stock
covered thereby ("Dividend Equivalent"). To the extent provided by the Committee
at or after the date of grant, any Dividend Equivalents with respect to cash
dividends on the Stock credited to a Participant's account will be deemed to
have been invested in shares of Stock on the record date established for the
related dividend and, accordingly, a number of additional Restricted Units shall
be credited to such Participant's account equal to the greatest whole number
which may be obtained by dividing (x) the value of such Dividend Equivalent on
the record date by (y) the Fair Market Value of a share of Stock on such date.


                                   ARTICLE VI
                              DEFERRAL OF PAYMENTS

6.1      DEFERRAL OF AMOUNTS


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         If the Committee makes a determination to designate Awards or, from
time to time, groups or types of Awards, eligible for deferral hereunder, a
Participant may, subject to such terms and conditions and within such limits as
the Committee may from time to time establish, elect to defer the receipt of
amounts due to him or her under the Plan. Amounts so deferred are referred to
herein as "Deferred Amounts." The Committee may also permit amounts now or
hereafter deferred or available for deferral under any present or future
incentive compensation program or deferral arrangement of the Company to be
deemed Deferred Amounts and to become subject to the provisions of this Article.
Awards which are so deferred will be deemed to have been awarded in cash and the
cash deferred as Deferred Amounts.

         The period between the date on which the Participant's Deferred Amount
would have been payable absent deferral and the final payment of such Deferred
Amount will be referred to herein as the "Deferral Period."

6.2      PARTICIPANT REPORTS

         Annually, each Participant who has a Deferred Amount will receive a
report setting forth all of his or her then Deferred Amounts and the yield
thereon to date.

6.3      PAYMENT OF DEFERRED AMOUNTS

         Payment of Deferred Amounts will be made on such terms and conditions
as the Committee may determine and will be made at such time or times, and may
be in cash, Stock, or partly in cash and partly in Stock, as the Committee in
its sole discretion may from time to time determine.


                                   ARTICLE VII
                               CHANGES IN CONTROL

7.1      EFFECT OF CHANGE IN CONTROL

         Upon the determination of the Committee that a change in control has
occurred for purposes of the Plan (a "Change in Control"), then, notwithstanding
any other provision of the Plan: (i) if so provided in the respective Stock
Option Agreements, as they may be amended from time to time, Options and,
subject to the exercise provisions of Section 3.2(a) of the Plan, Limited
Rights, but not SARs, outstanding and unexercised on the date of the Change in
Control will become immediately exercisable; (ii) all Performance Awards will be
deemed to have been earned on such basis as the Committee may prescribe and then
paid on such basis, at such time and in such form as the Committee may
prescribe, or may be deferred in accordance with the elections of Participants;
(iii) all Restricted Stock and all Restricted Units will be deemed to be earned
and the Restriction Period will be deemed expired on such terms and conditions
as


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the Committee may determine; and (iv) all amounts deferred under this Plan will
be paid to a trustee or otherwise on such terms as the Committee determines.


                                  ARTICLE VIII
                               GENERAL PROVISIONS

8.1      NON-TRANSFERABILITY

         No Option, Limited Right, SAR, Performance Award, Restricted Unit or
share of Restricted Stock or Deferred Amount under the Plan will be transferable
other than by will, by the applicable laws of descent and distribution, or, if
permitted by the Company, by transfer to a properly designated beneficiary in
the event of death; provided, however, that the Committee may, in its sole
discretion, permit the transfer of an NSO Option (including any Tandem SARs or
Limited Rights) by a Participant to a Permissible Transferee (as defined in
Section 8.12) subject to such terms and conditions as the Committee may, from
time to time, determine. All Awards and Deferred Amounts will be exercisable or
received during the Participant's lifetime only by such Participant or his or
her legal representative or, in the case of an NSO Option (including any Tandem
SARs or Limited Rights) that has been transferred to a Permissible Transferee in
accordance with this Section 8.1, by that Permissible Transferee. Any transfer
contrary to this Section 8.1 will nullify the option, Limited Right, SAR,
Performance Award, Restricted Unit or share of Restricted Stock, and any
attempted transfer of a Deferred Amount contrary to this Section 8.1 will be
void and of no effect.

8.2      BENEFICIARIES

         The Committee may, but need not, establish or authorize the
establishment of procedures not inconsistent with Section 8.1 under which a
Participant may designate a beneficiary or beneficiaries to hold, exercise
and/or receive amounts due under an Award or with respect to Deferred Amounts in
the event of the Participant's death.

8.3      ADJUSTMENTS UPON CHANGES IN STOCK

         If there is any change in the Stock of the Company, through merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
split up, dividend in kind or other change in the corporate structure or
distribution to the stockholders, appropriate adjustments may be made by the
Board of Directors of the Company (or if the Company is not the surviving
corporation in any such transaction, the board of directors of the surviving
corporation) in the aggregate number and kind of shares subject to the Plan, and
the number and kind of shares and the price per share subject to outstanding
Options or which may be issued under outstanding Performance Awards or Awards of
Restricted Stock. Appropriate adjustments may also be made by the Board of
Directors or the Committee in the terms of any Awards under the Plan to


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reflect such changes and to modify any other terms of outstanding Awards on an
equitable basis, including modifications of performance targets and changes in
the length of Performance Periods.


8.4      CONDITIONS OF AWARDS

         (a) Unless the Committee determines otherwise, either by waiving the
condition(s) or by limiting or otherwise amending the condition(s) with respect
to any specified Award or group of Awards, the rights of a Participant with
respect to any Award received under this Plan will be subject to the conditions
that, until the Participant has fully received all payments, transfers and other
benefits under the Award, he or she will (i) not engage, either directly or
indirectly, in any manner or capacity as advisor, principal, agent, partner,
officer, director, employee, member of any association or otherwise, in any
business or activity which is at the time competitive with any business or
activity conducted by the Company and (ii) be available, unless he or she has
died, at reasonable times for consultations at the request of the Company's
management with respect to phases of the business with which he or she is or was
actively connected during the time he or she was an officer, employee or
independent contractor, but such consultations will not (except in the case of a
Participant whose active service was outside the United States) be required to
be performed at any place or places outside of the United States of America or
during usual vacation periods or periods of illness or other incapacity. In the
event that either of the above conditions is applicable (or is applicable as
modified by the Committee) and is not fulfilled, the Participant will forfeit
all rights to any unexercised Option or SAR, or any Performance Award or Stock
held which has not yet been determined by the Committee to be payable or
unrestricted (and any unpaid amounts equivalent to dividends or other
distributions or amounts equivalent to interest relating thereto) as of the date
of the breach of condition. Any determination by the Board of Directors of the
Corporation, which will act upon the recommendation of the Chief Executive
Officer, that the Participant is, or has, engaged in a competitive business or
activity as aforesaid or has not been available for consultations as aforesaid
or, if the Committee has modified such condition(s) with respect to the
Participant's Award, that the Participant has not complied with such
condition(s) as modified by the Committee will be conclusive.

         (b) This Section 8.4 will not apply to Limited Rights.

8.5      USE OF PROCEEDS

         All cash proceeds from the exercise of Options will constitute general
funds of the Company.

8.6      TAX WITHHOLDING


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         The Company will collect, through withholding or otherwise, an amount
sufficient to satisfy any applicable statutory federal, state and local
withholding tax requirements (the "withholding requirements") with respect to
payments made pursuant to the Plan.

         In the case of an Award pursuant to which Stock may be delivered, the
Committee will have the right to require that the Participant or other
appropriate person remit to the Company an amount sufficient to satisfy any
applicable statutory withholding requirements, or make other arrangements
satisfactory to the Committee with regard to such requirements, prior to the
delivery of any Stock. If and to the extent that such withholding is required,
the Committee may permit the Participant or such other person to elect at such
time and in such manner as the Committee provides to have the Company hold back
from the shares to be delivered, or to deliver to the Company, Stock having a
value calculated to satisfy the statutory withholding requirement. In the
alternative, the Committee may, at the time of grant of any such Award, require
that the Company withhold from any shares to be delivered Stock with a value
calculated to satisfy any applicable statutory tax withholding requirements.

         If at the time an ISO is exercised the Committee determines that the
Company could be liable for statutory withholding requirements with respect to a
disposition of the Stock received upon exercise, the Committee may require as a
condition of exercise that the person exercising the ISO agree (i) to inform the
Company promptly of any disposition of Stock received upon exercise, and (ii) to
give such security as the Committee deems adequate to meet the potential
liability of the Company for the statutory withholding requirements and to
augment such security from time to time in any amount reasonably deemed
necessary by the Committee to preserve the adequacy of such security.

8.7      NON-UNIFORM DETERMINATIONS

         The Committee's determinations under the Plan, including without
limitation, (i) the determination of the Participants to receive Awards, (ii)
the form, amount, timing and payment of such Awards, (iii) the terms and
provisions of such Awards and (iv) the agreements evidencing the same, need not
be uniform and may be made by it selectively among Participants who receive, or
who are eligible to receive, Awards under the Plan, whether or not such
Participants are similarly situated.

8.8      LEAVES OF ABSENCE; TRANSFERS

         The Committee will be entitled to make such rules, regulations and
determinations as it deems appropriate under the Plan with respect to any leave
of absence from the Company granted to a Participant. Without limiting the
generality of the foregoing, the Committee will be entitled to determine (i)
whether or not any such leave of absence will be treated as if the Participant
ceased to be an Eligible Person and (ii) the impact, if any, of any such leave
of absence on Awards under the Plan. In the


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event a Participant transfers within the Company, such Participant will not be
deemed to have ceased to be an Eligible Person for purposes of the Plan.



8.9      GENERAL RESTRICTION

         (a) Each Award under the Plan will be subject to the condition that, if
at any time the Committee determines that (i) the listing, registration or
qualification of shares of Stock upon any securities exchange or under any state
or federal law, (ii) the consent or approval of any government or regulatory
body or (iii) an agreement by the Participant with respect thereto, is necessary
or desirable, then such Award will not be consummated in whole or in part unless
such listing, registration, qualification, consent, approval or agreement has
been effected or obtained free from any conditions not acceptable to the
Committee.

         (b) Shares of Common Stock for use under the provisions of this Plan
will not be issued until they have been duly listed, upon official notice of
issuance, upon the New York Stock Exchange and such other exchanges, if any, as
the Board of Directors of the Corporation determines, and a registration
statement under the Securities Act of 1933 with respect to such shares has
become, and is, effective.

8.10     EFFECTIVE DATE

         The Plan will be effective on December 7, 1998.

         No Award may be granted under the Plan after December 6, 2008, but
Awards previously made may extend beyond that date and Reload Options and
additional Reload Options provided for with respect to original options
outstanding prior to that date may continue unless the Committee otherwise
provides and subject to such additional terms and conditions as the Committee
may provide except that all Reload Options issued after that date will be NSOs,
and the provisions of Article VI of the Plan will survive and remain effective
as to all present and future Deferred Amounts until such later date as the
Committee or the Board of Directors may determine.

         The adoption of the Plan will not preclude the adoption by appropriate
means of any other stock option or other incentive plan for officers or
employees.

8.11     AMENDMENT, SUSPENSION AND TERMINATION OF PLAN

         The Board of Directors may at any time or times amend the Plan for any
purpose which may at the time be permitted by law, or may at any time suspend or
terminate the Plan as to any further grants of Awards.

8.12     CERTAIN DEFINITIONS


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         (a) The terms "retirement" and "disability" as used under the Plan will
have the meanings determined from time to time by the Committee.

         (b) The term "Fair Market Value" as it relates to Common Stock means
the average of the high and low prices of the Common Stock as reported by the
Composite Tape of the New York Stock Exchange (or such successor reporting
system as the Committee may select) on the relevant date or, if no sale of the
Common Stock has been reported for that day, the average of such prices on the
next preceding day and the next following day for which there were reported
sales. The term "Fair Market Value" as it relates to Formula Value Stock will
mean the value determined by the Committee.

         (c) Unless otherwise determined by the Committee, the term "Subsidiary"
will mean, unless the context otherwise requires, any corporation (other than
the Corporation) in an unbroken chain of corporations beginning with the
corporation if each of the corporations other than the last corporation in such
chain owns stock possessing more than 50% of the voting power in one of the
other corporations in such chain.

         (d) "Formula Value Stock" means shares of a class or classes of stock
the value of which is derived from a formula established by the Committee which
reflects such financial measures as the Committee may determine. Such shares
will have such other characteristics as may be determined at time of their
authorization.

         (e) "Permissible Transferee" means any of the following: (1) a member
of the Participant's Immediate Family; (2) a trust solely for the benefit of the
Participant and/or the Participant's Immediate Family; and (3) a partnership or
limited liability company whose only partners or members, as the case may be,
are the Participant and/or Permissible Transferees of the Participant as
otherwise identified in this definition. "Immediate Family" has the meaning set
forth in Rule l6a-1(e) under the Exchange Act, as such rule may be amended from
time to time, or any successor rule.

8.13     Governing Law.

         The Plan and all agreements or other documents relating to the Plan
will be construed in accordance with and governed by the laws of the State of
Delaware, without regard to the principles of conflict of laws.


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