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                                                                   EXHIBIT 10.39

                             CAPITAL RE CORPORATION

                             PERFORMANCE SHARE PLAN

                            (EFFECTIVE JULY 1, 1996)
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                     TABLE OF CONTENTS


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<S>                                                            <C>
I. GENERAL...................................................   1
   1.1. Purpose..............................................   1
   1.2. Effective Date.......................................   1
II. DEFINITIONS..............................................   1
III. ELIGIBILITY AND PARTICIPATION...........................   4
   3.1. Eligibility..........................................   4
   3.2. Participation in Performance Share Awards............   4
IV. PLAN DESIGN..............................................   4
   4.1. Eligibility Period...................................   4
   4.2. Performance Period...................................   4
   4.3. Performance Share Awards.............................   4
   4.4. Performance Goals....................................   5
   4.5. Available Common Stock...............................   6
   4.6. Adjustment to Shares.................................   6
   4.7. Maximum Award........................................   6
   4.8. Committee Discretion to Adjust Awards................   6

V. PAYMENT...................................................   7
   5.1. Committee Determination of Common Stock Payable......   7
   5.2. Timing and Form of Payment...........................   7
   5.3. Distribution upon Termination of Employment..........   8
   5.4. Beneficiary Designation..............................   9
VI. ADMINISTRATION...........................................   9
   6.1. Committee............................................   9
   6.2. General Rights, Powers, and Duties of Committee......   9
   6.3. Information to be Furnished to Committee.............  10
   6.4. Responsibility and Indemnification...................  10
VII. AMENDMENT AND TERMINATION...............................  10
   7.1. Amendment............................................  10
   7.2. Company's Right to Terminate.........................  10
VIII. MISCELLANEOUS..........................................  10
   8.1. No Implied Rights; Rights on Termination of Service..  10
   8.2. No Right to Company Assets...........................  11
   8.3. No Employment Rights.................................  11
   8.4. Other Benefits.......................................  11
   8.5. Offset...............................................  11
   8.6. Non-assignability....................................  11
   8.7. Notice...............................................  11
   8.8. Governing Laws.......................................  12
   8.9. Gender and Number....................................  12
   8.10. Severability........................................  12
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                                     -i-
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I.  GENERAL


     1.1.  PURPOSE.  The purposes of the Plan are to retain officers and other
key employees, to support the achievement of the Company's strategic business
objectives, and to encourage increased ownership of Company stock by officers
and other key employees by providing to such persons competitive long-term
incentive opportunities that are linked to the profitability of the Company's
business and increases in stockholder value.

     1.2.  EFFECTIVE DATE.  The Plan shall become effective as of July 1, 1996,
subject to its approval by the Company's stockholders.

II.  DEFINITIONS


     2.1.  "Beneficiary" means the person or persons so designated by a
Participant pursuant to Section 5.4.

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

     2.3  "Cause" means (i) the Participant has been found guilty by a court of
having committed fraud or theft against the Company or having committed a felony
and such conviction is affirmed on appeal or the time for appeal has expired;
(ii) the Participant has been found guilty by a court of having committed a
crime involving moral turpitude and such conviction is affirmed on appeal or the
time for appeal has expired; (iii) in the reasonable judgment of the Board of
Directors, the Participant has compromised trade secrets or other proprietary
information of the Company; (iv) in the reasonable judgment of the Board of
Directors, the Participant has willfully failed or refused to perform material
assigned duties; or (v) in the reasonable judgment of the Board of Directors,
the Participant has engaged in gross or willful misconduct that causes
substantial and material harm to the business and operations of the Company or a
subsidiary, the continuation of which will continue to substantially and
materially harm the business and operations of the Company or a subsidiary in
the future.

     2.4.  "Change in Control" means (i) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), has become, after the date hereof, the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing forty percent (40%) or more of the
combined voting power of the Company's then outstanding securities; (ii) during
any two (2) year period, individuals who at the beginning of such period
constitute the Board of Directors, including for this purpose any new director
whose election (A) resulted from a vacancy on the Board of Directors caused by
the mandatory retirement, death, or disability of a director and was approved by
a vote of at least two-thirds (2/3rds) of the directors then still in office who
were directors at the beginning of the period, or (B) was approved by the
Participant affirmatively voting in his or her capacity as a stockholder, have
ceased for any reason to constitute a majority thereof; (iii) notwithstanding
clauses (i) or (v), the Company has consummated a merger or consolidation of the
Company with or into another corporation, the


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result of which is that the stockholders of the Company at the time of the
execution of the agreement to merge or consolidate own less than eighty percent
(80%) of the total equity of the corporation surviving or resulting from the
merger or consolidation or of a corporation owning, directly or indirectly, one
hundred percent (100%) of the total equity of such surviving or resulting
corporation; or (iv) there has been a sale in one or a series of transactions of
all or substantially all of the assets of the Company; (v) any person has
commenced a tender or exchange offer, or entered into an agreement or received
an option to acquire beneficial ownership of forty percent (40%) or more of the
total number of voting shares of the Company, unless the Board of Directors has
made a determination that such action does not constitute and will not
constitute a change in the persons in control of the Company or (vi) there has
been a change in control in the Company of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under the Exchange Act other than in circumstances specifically covered by
clauses (i) - (v) above.

     2.5   "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.

     2.6.  "Committee" means the committee referred to in Section 6.1.

     2.7.  "Common Stock" means common stock, par value $.01 per share, of the
Company.

     2.8.  "Company" means Capital Re Corporation, a Delaware corporation.

     2.9.  "Covered Employee" means any Participant who is or may be a "covered
employee," within the meaning of Section 162(m)(3) of the Code, in the year in
which the payment of any shares of Common Stock in satisfaction of a Performance
Share award will be taxable to such Participant.

     2.10.  "Disability" shall have the same meaning as under the Company-
sponsored long-term disability plan under which the applicable Participant is
then eligible to participate.

     2.11.  "Eligibility Period" means a period, as determined by the Committee
pursuant to Section 4.1.

     2.12.  "Fair Market Value" means as of any given date the last reported
sales price on such date of Common Stock on the New York Stock Exchange
Composite Tape or, if not listed on such exchange, on any other national
securities exchange on which such Common Stock is listed or on NASDAQ.  If there
is no regular public trading market for such Common Stock, the Fair Market Value
of such Common Stock shall be determined by the Committee in good faith.

     2.13.  "Good Reason" shall mean (i) any proposed reduction in the
Participant's base salary, provided that base salary may be reduced (and such
reduction would not constitute "Good Reason") by up to 10% due to a reduction in
compensation generally applicable to Participants; (ii) the Participant has his
responsibilities or areas of supervision within the Company


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substantially reduced (in the Participant's reasonable judgment); or (iii) a
Change of Control has occurred within two years prior to the Participant's
termination of employment.

     2.14.  "Non-Employee Director" means a member of the Board of Directors who
qualifies as (i) a "non-employee director," as defined in Rule 16b-3, as
promulgated by the Securities Exchange Commission under the Securities Exchange
Act of 1934, or any successor definition adopted by the Securities Exchange
Commission, and as (ii) an "outside director," as defined in Section 1.162-
27(e)(3) of the Treasury Regulations issued under Section 162(m) of the Code, or
any successor definition adopted by the Department of the Treasury.

     2.15.  "Normal Retirement" means termination of employment after attainment
of age 65.  However, the Committee, within its discretion, may determine that a
Participant who terminates employment prior to age 65 has terminated by virtue
of Normal Retirement.

     2.16.  "Participant" means a person who is designated, pursuant to Article
III, to be eligible to receive benefits under the Plan.

     2.17.  "Performance Goals" means the performance standards established by
the Committee pursuant to Section 4.4.

     2.18.  "Performance Period" means a period of service, as determined
pursuant to Section 4.2, over which the extent of achievement of established
Performance Goals will be measured.  For purposes of applying to Covered
Employees the various rules of the performance-based compensation exemption
under Section 162(m)(4)(C) of the Code and the Treasury Regulations issued
thereunder, the Performance Period shall be the "period of service to which the
Performance Goals relate" (as defined in Treasury Regulation Section 1.162-27(e)
(2)).

     2.19.  "Performance Share" means an award, designated in terms of a share
of Common Stock, granted pursuant to the Plan.

     2.20.  "Plan" means this Capital Re Corporation Performance Share Plan, as
amended from time to time.

     2.21.  "Pro-rated" or "Pro-rata" means, for purposes of determining the
amount of Common Stock payable to a Participant whose eligibility to participate
in the Plan with respect to an Eligibility Period ceases prior to the end of
such Eligibility Period for any of the reasons described in Section 3.2 or
subsection (a), (b), (c) or (d) of Section 5.3, the percentage to be applied to
the Common Stock that would have been payable at the end of the Performance
Period to such Participant if he had been eligible to participate for the entire
Eligibility Period.  Such percentage shall equal the number of months (rounded
to the nearest whole month) of the Eligibility Period during which the
Participant was designated by the Committee as eligible to participate in the
Plan divided by the number of months (rounded to the nearest whole month) in
such Eligibility Period.  A Participant who, pursuant to Section 3.2 but subject
to the limitations of Section 4.3, is designated as eligible to participate in
the Plan after the applicable Eligibility Period has commenced, shall, for
purposes of this Section 2.21, be deemed to have been eligible as of the
beginning of such Eligibility Period; provided, however, that the Committee


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shall, in accordance with its authority under Section 4.8, have the discretion
to reduce the Prorated Common Stock award that is otherwise payable to such
Participant to account for such late commencement of participation.

III. ELIGIBILITY AND PARTICIPATION


     3.1.  ELIGIBILITY.  Participation in the Plan shall be limited to officers
and other key employees of the Company or any of its subsidiaries or other
affiliates who are designated to be eligible by the Committee.

     3.2.  PARTICIPATION IN PERFORMANCE SHARE AWARDS.  The Committee will
determine the persons who will participate for each Eligibility Period under the
Plan.  Subject to Section 4.3, after an Eligibility Period has commenced,
persons may be designated as eligible to participate in the Plan with respect to
such Eligibility Period.  The award of Performance Shares with respect to a
Performance Period contained in any Eligibility Period does not guarantee
participation in subsequent Eligibility Periods.

IV.  PLAN DESIGN


     4.1.  ELIGIBILITY PERIOD.  An Eligibility Period is a certain period of
time, as determined by the Committee, over which eligibility to receive benefits
under the Plan shall be measured.  The initial Eligibility Period under the Plan
shall begin on July 1, 1996 and terminate on December 31, 1999.  The second
Eligibility Period shall begin on January 1, 1998 and terminate on December 31,
2001.  Subsequent Eligibility Periods under the Plans shall commence and
terminate as determined by the Committee in its sole discretion.   The Committee
may esablish a separate Eligibility Period for persons determined to be eligible
for participation after the commencement of any Eligibility Period.

     4.2.  PERFORMANCE PERIOD.  Each Eligibility Period under the Plan shall
include a Performance Period which shall be a specified period of service over
which the achievement of applicable Performance Goals will be measured.  The
initial Performance Period under the Plan shall begin on July 1, 1996 and
terminate on December 31, 1999.  The second Performance Period shall begin on
January 1, 1998 and terminate on December 31, 2001.  Subsequent Performance
Periods shall commence and terminate as determined by the Committee; provided
that each such Performance Period shall commence coincident with or after the
commencement of the corresponding Eligibility Period and shall terminate
coincident with or prior to the termination of the corresponding Eligibility
Period.  Nothwithstanding the foregoing, in the event of a Change of Control,
the Performance Period shall terminate.   The Committee may also establish a
separate Performance Period for persons determined to be eligible for
participation after the commencement of any Peroformance Period.

     4.3.  PERFORMANCE SHARE AWARDS.  On or about the commencement of each
Eligibility Period under the Plan, the Committee shall establish the minimum and
maximum Performance Shares that may be awarded to each Participant in the Plan
for such Eligibility Period and the


                                      -4-
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basis for such awards. The Committee may also award Performance Shares to
persons determined to be eligible for participation after the commencement of
any Eligibility Period. Notwithstanding the foregoing, no Performance Shares
shall be awarded to Covered Employees on or after the 90th day of the
Performance Period contained within the applicable Eligibility Period or, if
earlier, after 25% of such Performance Period has elapsed. Performance Shares
must be awarded to Covered Employees at a time when the outcome of the
Performance Goals established or to be established for the applicable
Performance Period is substantially uncertain. The Performance Shares awarded to
any Covered Employee and the terms and conditions applicable to such Performance
Shares must be finalized in writing by the Committee on or prior to the
applicable adjustment deadline described in the preceding sentences. Each award
of Performance Shares under the Plan shall be evidenced by a written "Notice of
Award," which shall be signed by an authorized officer of the Company and by the
Participant and shall contain such terms and conditions as are approved by the
Committee. Such terms and conditions need not be the same in all cases.

     4.4.  PERFORMANCE GOALS.

     (a) Performance Goals with respect to each Performance Period shall be
established by the Committee.  The Committee may in its discretion adjust the
terms of such Performance Goals; provided that Performance Goals applied to
Covered Employees ("Covered Employees' Performance Goals") shall not be adjusted
on or after the 90th day of the applicable Performance Period or, if earlier,
after 25% of the applicable Performance Period has elapsed.  No Covered
Employees' Performance Goals shall be adjusted at a time when the outcome of
such Performance Goals is no longer substantially uncertain.  Covered Employees'
Performance Goals must be finalized in writing by the Committee on or prior to
the applicable adjustment deadline described in the preceding sentences.

     (b) The Performance Goals set by the Committee shall be based on specified
criteria as determined by the Committee, which shall specify the manner in which
such Performance Goals shall be calculated.  Covered Employees' Performance
Goals shall be based on objective business criteria, which shall include one or
more of the following: earnings per share, total shareholder return, operating
earnings, growth in assets, return on equity, return on capital, market share,
stock price, net income, cash flow, and retained earnings.  Performance Goals
also may be based upon the attainment of specified levels of performance of the
Company under one or more of the measures described above relative to the
performance of other corporations.

     (c) All of the provisions of this Section 4.4 are subject to the
requirement that all Covered Employees' Performance Goals shall be objective
performance goals satisfying the requirement for "performance-based
compensation" within the meaning of Section 162(m)(4) of the Code and the
Treasury Regulations issued thereunder.

     (d) In the event of a Change of Control, instead of the Performance Goals
established pursuant to Sections 4.4(a) and (b) above, the sole Performance Goal
for the Performance Period that ends with the Change of Control shall be stock
price.  If the Change of Control occurs during the first two years of the
Performance Period and if the stock price of Company Common Stock


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has increased by 100% as of the Change of Control, compared to the first day of
the Performance Period, the Participant shall be awarded for the Performance
Period the maximum Performance Shares that may be awarded to such Participant as
established by the Committee for such period. If the Change of Control occurs
after the end of the second year of the Performance Period and if the stock
price of Company Common Stock has increased by 150% as of the Change of Control,
compared to the first day of the Performance Period, the Participant shall be
awarded for the Performance Period the maximum Performance Shares that may be
awarded to such Participant as established by the Committee for such period. If
the stock price of Company Common Stock has increased by less than 100% (during
the first two years of the Performance Period) or 150% (after the end of the
second year of the Performance Period) as the case may be, the Participant shall
be awarded a pro-rated portion of the Performance Shares that would have
otherwise been payable to the Participant based on the ratio that the stock
price of Company Common Stock has increased as of the Change of Control from the
first day of such Performance Period compared to whichever of the foregoing
percentages is applicable.

     4.5.  AVAILABLE COMMON STOCK.  The maximum number of shares of Common Stock
which shall be available for distribution in satisfaction of awards under the
Plan during its term shall not exceed 750,000, subject to adjustment as provided
in Section 4.6.  The shares of Common Stock available for issuance under the
Plan may be authorized and unissued shares or treasury shares or may be
purchased in the open market.

     4.6.  ADJUSTMENT TO SHARES.  In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock split, extraordinary
distribution with respect to Common Stock or other change in corporate structure
affecting such Common Stock, the Committee may make such substitution or
adjustments in the aggregate number and kind of shares reserved for issuance
under the Plan or in the number and kind of shares subject to outstanding
Performance Share awards under the Plan.  The Committee shall make such
substitutions or adjustments as in its discretion it determines to be
appropriate and equitable to prevent dilution or enlargement of rights
hereunder; provided, however, that the number of shares of Common Stock subject
to any Performance Share award shall always be a whole number.

     4.7.  MAXIMUM AWARD.  The maximum number of shares of Common Stock that may
be issued to any Covered Employee with respect to any Eligibility Period
pursuant to any Performance Share award is 250,000 (subject to adjustment as
provided in Section 4.6).  This limit includes any portion or amount of Common
Stock that is withheld for taxes (as described in Section 5.2).

     4.8.  COMMITTEE DISCRETION TO ADJUST AWARDS.  At any time prior to the time
the Committee determines, pursuant to Section 5.1, the amount of shares of
Common Stock that are to be paid to any Participant in satisfaction of a
Performance Share award hereunder, the Committee shall have the authority to
modify, amend, or adjust the terms and conditions of such Performance Share
award, the terms and conditions of the corresponding Performance Goals, and/or
the amount of Common Stock payable, provided, however, such authority to modify,
                                    -----------------
amend or adjust the terms and conditions of such Performance Share award shall
be exercised to reduce an award only in unusual circumstances not anticipated in
the original design of the Plan.


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However, the Committee shall have no authority to increase directly or
indirectly or to otherwise adjust upwards the amount of Common Stock payable to
a Covered Employee with respect to a particular Performance Share award or to
take any other action to the extent that such action or the Committee's ability
to take such action would cause any payment under the Plan to any Covered
Employee to fail to qualify as "performance-based compensation" within the
meaning of Code Section 162(m)(4) and the Treasury Regulations issued
thereunder.

V.   PAYMENT


     5.1.  COMMITTEE DETERMINATION OF COMMON STOCK PAYABLE.  After a Performance
Period has ended, each Participant who has been awarded Performance Shares and
satisfied the Performance Goals with respect to such Performance Period shall be
entitled to receive a specified number of shares of Common Stock as determined
by the Committee.  The Committee shall determine the extent to which the
Performance Goals set pursuant to Section 4.4 have been met, (as Pro-rated in
accordance with Sections 2.18, 3.2, and/or 5.3, if applicable).  With respect to
Performance Shares awarded to Covered Employees, no payment of Common Stock
shall be made hereunder prior to written certification by the Committee that the
applicable Performance Goal or Goals have been satisfied to a particular extent
for the Performance Period, and no Common Stock shall be payable unless a
preestablished minimum level of achievement of the Performance Goals has been
met.  The date on which the Committee determines the number of shares of Common
Stock payable to a Participant shall be the date on which such Participant will
become the owner of such shares, regardless of when the underlying stock
certificate or certificates are actually delivered to such Participant, and such
Participant will enjoy all rights of ownership of such shares of Common Stock as
of that date (the "Ownership Date").

     5.2.  TIMING AND FORM OF PAYMENT.  Shares of Common Stock payable to
Participants pursuant to Section 5.1 shall be distributed as follows:

     (a) Fifty percent (50%) of the number of shares of Common Stock payable to
a Participant shall be converted to a dollar amount based on the Fair Market
Value of Common Stock on the last day of the Performance Period and, subject to
Section 5.2(b) and Section 5.2(d), be distributable in a single, lump sum cash
payment.

     (b) The Company shall have the right to deduct first from cash
distributions hereunder any federal, state, or local taxes required by law to be
withheld with respect to such distributions, and such additional amounts of
withholding as are reasonably requested by the Participant.  Accordingly, the
amount of federal, state, and/or local taxes required, or agreed, to be withheld
by the Company with respect to the dollar amount determined pursuant to
subsection (a) above shall, for purposes of satisfying these withholding
obligations, be deducted from the dollar amount of the cash payment and paid by
the Company to the appropriate taxing authorities.  If the entire cash
distribution is insufficient to satisfy the withholding obligations, the Company
shall have the right to deduct amounts from the Common Stock distributable to
satisfy such withholding obligations.


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     (c) Fifty percent (50%) of the number of shares of Common Stock payable to
a Participant  shall, subject to Section 5.2(b) and Section 5.2(d), be paid to
the Participant in shares of Common Stock as soon as practicable following the
end of the Performance Period.

     (d) A Participant may elect by a written notice delivered to the Company,
prior to the last day of the Performance Period, to have greater than fifty
percent (50%) of the number of shares of Common Stock payable to a Participant
for such Performance Period distributed to the Participant in shares of Common
Stock, subject to the Participant's satisfaction of all withholding obligations
with respect to such distribution by the Company withholding from the cash
and/or shares of Common Stock distributable to the Participant or by the
Participant paying to the Company any amount that the Company may reasonably
determine to be necessary to satisfy such withholding obligations.

     5.3.  DISTRIBUTION UPON TERMINATION OF EMPLOYMENT.

     (a) Death.  If a Participant in the Plan dies before the end of an
Eligibility Period for which Performance Shares have been granted to him, such
Participant's Beneficiary will be eligible for a Pro-rated portion of the
Performance Shares that would have otherwise been payable to the Participant
after the end of the applicable Performance Period.  This distribution, if any
is payable, will be made to the Beneficiary in the same form and at the same
time that all other Participants under the Plan receive their distributions with
respect to that Performance Period.

     (b) Disability.  If a Participant in the Plan, upon becoming Disabled,
terminates employment with the Company before the end of an Eligibility Period
for which Performance Shares have been granted to him, the Participant will be
eligible for a Pro-rated portion of the Performance Shares that would have
otherwise been payable to him after the end of the applicable Performance
Period.  This distribution, if any is payable, will be made to the Participant
in the same form and at the same time that all other Participants under the Plan
receive their distributions with respect to that Performance Period.

     (c) Normal Retirement.  If a Participant in the Plan terminates employment
upon attaining Normal Retirement before the end of an Eligibility Period for
which Performance Shares have been granted to him, the Participant will be
eligible for a Pro-rated portion of the Performance Shares that would have
otherwise been payable to him after the end of the applicable Performance
Period.  This distribution, if any is payable, will be made to the Participant
in the same form and at the same time that all other Participants under the Plan
receive their distributions with respect to that Performance Period.

     (d) Termination of Employment Without Cause.  If (i) the Company terminates
a Participant's employment other than for Cause or (ii) the Participant
terminates the Participant's employment at the request of the Company, before
the end of an Eligibility Period for which Performance Shares have been granted
to him, the Participant will be eligible for the Performance Shares that would
have otherwise been payable to him after the end of the applicable Performance
Period.  This distribution, if any is payable, will be made to the


                                      -8-
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Participant in the same form and at the same time that all other Participants
under the Plan receive their distributions with respect to that Performance
Period.

     (e) Termination of Employment for Good Reason.  If the Participant
terminates the Participant's employment for Good Reason, before the end of an
Eligibility Period for which Performance Shares have been granted to him, the
Participant will be eligible for a Pro-rated portion of the Performance Shares
that would have otherwise been payable to him after the end of the applicable
Performance Period.  This distribution, if any is payable, will be made to the
Participant in the same form and at the same time that all other Participants
under the Plan receive their distributions with respect to that Performance
Period.

     (f) Other Termination of Employment.  If, before the end of an Eligibility
Period for which Performance Shares have been granted to him, a Participant in
the Plan incurs a termination of employment for any reason other than those
specified in subsections (a)-(e) of this Section 5.3, whether voluntary or
involuntary and a Change of Control has not occured, he shall forfeit all rights
to receive any payment of Performance Shares with respect to such Eligibility
Period.

     5.4.  BENEFICIARY DESIGNATION.  A Participant may designate a Beneficiary
who is to receive, upon his death, the distributions that otherwise would have
been paid to him.  All designations shall be in writing and shall be effective
only if and when delivered to the [Vice President--Human Resources] of the
Company during the lifetime of the Participant.  If a Participant designates a
Beneficiary without providing in the designation that the Beneficiary must be
living at the time of each distribution, the designation shall vest in all of
the distribution whether payable before or after the Beneficiary's death, and
any distributions remaining upon the Beneficiary's death shall be made to the
Beneficiary's estate.

     A Participant may from time to time during his lifetime change his
Beneficiary by a written instrument delivered to the [Vice President--Human
Resources] of the Company.  In the event a Participant shall not designate a
Beneficiary as aforesaid, or if for any reasons such designation shall be
ineffective, in whole or in part, the distribution that otherwise would have
been paid to such Participant shall be paid to his estate, and in such event the
term "Beneficiary" shall include his estate.

VI.  ADMINISTRATION


     6.1.  COMMITTEE.  The Plan shall be administered by the Compensation
Committee of the Board of Directors, or such other Committee of the Board of
Directors, composed exclusively of not less than two Non-Employee Directors,
each of whom shall be appointed by and serve at the pleasure of the Board of
Directors.  The Committee may designate person(s) who are Company employees to
oversee the day to day administration of the Plan.

     6.2.  GENERAL RIGHTS, POWERS, AND DUTIES OF COMMITTEE.  The Committee shall
be responsible for the management, operation, and administration of the Plan.
Subject to the limitations contained in Section 4.8 and to the remaining terms


                                      -9-
<PAGE>

of the Plan, the Committee shall, in addition to those provided elsewhere in the
Plan, have the following powers, rights, and duties:

     (a) To maintain records concerning the Plan sufficient to prepare reports,
returns and other information required by the Plan or by law;

     (b) To direct the payment of benefits under the Plan, and to give such
other directions and instructions as may be necessary for the proper
administration of the Plan; and

     (c) To be responsible for the preparation, filing and disclosure on behalf
of the Plan of such documents and reports as are required by any applicable
federal or state law.

     The Committee shall also have the authority to adopt, alter, and repeal
such administrative rules, guidelines, and practices governing the Plan as it
shall, from time to time, deem advisable, to interpret the terms and provisions
of the Plan and any award issued under the Plan (and any Notice of Award or
other agreement relating thereto), and to otherwise supervise the administration
of the Plan.

     Any determination made by the Committee pursuant to the provisions of the
Plan with respect to any grants, payments, or other transactions under the Plan
shall be made in the sole discretion of the Committee at the time of the grant,
payment, or other transaction or, unless in contravention of any express term of
the Plan, at any time thereafter.  All decisions made by the Committee pursuant
to the provisions of the Plan shall be final and binding on all persons,
including the Company and Plan Participants.

     6.3.  INFORMATION TO BE FURNISHED TO COMMITTEE.  Participants and their
Beneficiaries shall furnish to the Committee such evidence, data, or information
and execute such documents as the Committee requests.

     6.4.  RESPONSIBILITY AND INDEMNIFICATION.  No member of the Committee or of
the Board of Directors or any person who is designated to oversee the day to day
administration of the Plan (as provided in Section 6.1) shall be liable to any
person for any action taken or omitted in connection with the administration of
this Plan unless attributable to his own fraud or willful misconduct; nor shall
the Company be liable to any person for any such action unless attributable to
fraud or willful misconduct on the part of a director, officer, or employee of
the Company within the scope of his Company duties.  Each member of the
Committee shall be indemnified and held harmless by the Company for any
liability arising out of the administration of the Plan, to the maximum extent
permitted by law.

VII. AMENDMENT AND TERMINATION


     7.1.  AMENDMENT.  The Plan may be amended in whole or in part by the
Company, by action of the Board of Directors, at any time.  The Committee
reserves the unilateral right to change any rule under the Plan if it deems such
a change necessary to avoid the application of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), to the Plan.


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<PAGE>

No amendment shall be made without the approval of the Company's stockholders to
the extent such approval is required by law or by agreement.

     7.2.  COMPANY'S RIGHT TO TERMINATE.  The Company reserves the sole right
to terminate the Plan, by action of the Board of Directors, at any time.

VIII.  MISCELLANEOUS


     8.1.  NO IMPLIED RIGHTS; RIGHTS ON TERMINATION OF SERVICE.  Neither the
establishment of the Plan nor any amendment thereof shall be construed as giving
any Participant, Beneficiary, or any other person any legal or equitable right
unless such right shall be specifically provided for in the Plan or conferred by
specific action of the Committee in accordance with the terms and provisions of
the Plan.  Except as expressly provided in this Plan, the Company shall not be
required or be liable to make any payment under the Plan.

     8.2.  NO RIGHT TO COMPANY ASSETS.  Neither the Participant nor any other
person shall acquire, by reason of the Plan, any right in or title to any
assets, funds or property of the Company whatsoever including, without limiting
the generality of the foregoing, any specific funds, assets, or other property
which the Company, in its sole discretion, may set aside in anticipation of a
liability hereunder.  Any benefits which become payable hereunder shall be paid
from the general assets of the Company.  The Participant shall have only a
contractual right to the amounts, if any, payable hereunder unsecured by any
asset of the Company.  Nothing contained in the Plan constitutes a guarantee by
the Company that the assets of the Company shall be sufficient to pay any
benefit to any person.

     8.3.  NO EMPLOYMENT RIGHTS.  Nothing herein shall constitute a contract of
employment or of continuing service or in any manner obligate the Company to
continue the services of the Participant, shall obligate the Participant to
continue in the service of the Company, or shall serve as a limitation of the
right of the Company to discharge any of its employees, with or without cause.
Nothing herein shall be construed as fixing or regulating the compensation
payable to the Participant.

     8.4.  OTHER BENEFITS.  No Common Stock paid under the Plan shall be
considered compensation for purposes of computing benefits under any "employee
benefit plan" (as defined in Section 3(3) of ERISA) of the Company nor affect
any benefits or compensation under any other benefit or compensation plan of the
Company now or subsequently in effect (except as provided to the contrary in
such Company plan).

     8.5.  OFFSET.  If, at the time payments are to be made hereunder, the
Participant or the Beneficiary or both are indebted or obligated to the Company,
then the payments under the Plan remaining to be made to the Participant or the
Beneficiary or both may, at the discretion of the Company, be reduced by the
amount of such indebtedness or obligation, provided, however, that an election
by the Company not to reduce any such payment or payments shall not constitute a
waiver of its claim for such indebtedness or obligation.


                                     -11-
<PAGE>

     8.6.  NON-ASSIGNABILITY.  Neither the Participant nor any other person
shall have any voluntary or involuntary right to commute, sell, assign, pledge,
anticipate, mortgage, or otherwise encumber, transfer, hypothecate, or convey in
advance of actual receipt the amounts, if any payable hereunder or any part
thereof, which are expressly declared to be unassignable and non-transferable.
No part of the amounts payable prior to actual payment shall be subject to
seizure or sequestration for the payment of any debts, judgments, alimony, or
separate maintenance owed by the Participant or any other person, or be
transferable by operation of law in the event of the Participant's or any other
person's bankruptcy or insolvency.

     8.7.  NOTICE.  Any notice required or permitted to be given under the Plan
shall be sufficient if in writing and hand delivered, sent by registered or
certified mail, or sent by facsimile to the Company at its principal office,
directed to the attention of the Committee c/o the Chief Financial Officer of
the Company.  Such notice shall be deemed given as of the date of delivery or,
if delivery is made by mail or facsimile, as of the date shown on the postmark,
facsimile, or the receipt for registration or certification.

     8.8.  GOVERNING LAWS.  The Plan and all awards made and actions taken under
the Plan shall be governed and construed according to the laws of the State of
Delaware.

     8.9.  GENDER AND NUMBER.  Where appropriate, references in this Plan to the
masculine shall include the feminine, and references to the singular shall
include the plural.

     8.10.  SEVERABILITY.  In the event any provision of the Plan shall be held
legally invalid for any reasons, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.


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