Systems & Computer Technology Corporation 1994 Long-Term 
Incentive Plan, as amended through November 18, 1997 

SECTION 1.  Purpose; Definitions;.  The name of this plan is the
Systems & Computer Technology Corporation 1994 Long-Term Incentive Plan (the
"Plan").  The purpose of the Plan is (i) to provide employees of Systems &
Computer Technology Corporation, a Delaware corporation (the "Corporation"),
selected by the Board of Directors of the Corporation, including employees of
the Corporation who are also directors of the Corporation, with financial
incentives to enhance shareholder value and (ii) to enable the Corporation to
attract, retain and motivate employees. 

For purposes of the Plan, the following terms shall be defined as set forth
below: 

     (a)  "Affiliate" means, with respect to a person or entity, a person 
that directly or indirectly controls, or is controlled by, or is under 
common control with such person or entity. 

     (b)  "Board" means the Board of Directors of the Corporation. 

     (c)  "Cause" means a felony conviction of a Participant or the failure 
of a Participant to contest prosecution for a felony, or a Participant's
willful misconduct or dishonesty. 

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

     (e)  "Committee" means the Board of Directors.   

     (f)  "Disability" means permanent and total disability, as determined 
under the Corporation's long-term disability program, except that Disability
of an optionee with respect to an Incentive Stock Option shall occur if the
optionee is unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last for a
continuous period of not less than 12 months. 

     (g)  "Fair Market Value" means, as of any given date, the closing price
for a share of Stock, as reported on the National Association of Securities
Dealers Automated Quotation System (or, if the Stock is subsequently listed on
a national securities exchange, the closing price for a share of Stock on the
exchange on the relevant date). 

     (h)  "Incentive Stock Option" means any Stock Option intended to be and
designated as an "Incentive Stock Option" within the meaning of Section 422 of
the Code. 

     (i)  "Long-Term Performance Award" or "Long-Term Award" means an award
made pursuant to Section 8 hereof that is payable in cash and/or Stock
(including Restricted Stock) in accordance with the terms of the grant, based
on Corporation, business unit and/or individual performance over a period of
at least two years, in each case as determined by the Committee and as set
forth in the grant letter. 

     (j)  "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option. 

     (k)  "Participant" means an employee of the Corporation or a Subsidiary
to whom an award is granted pursuant to the Plan. 

     (l)  "Restricted Stock" means an award of shares of Stock that is
subject to restrictions pursuant to Section 7 hereof. 

     (m)  "Retirement" means termination of the employment of a Participant
with the Corporation or a Subsidiary other than a termination effected at the
direction of the Corporation (whether or not the Corporation effects such
termination for Cause). 

     (n)  "Securities Broker" means a registered securities broker acceptable
to the Corporation who agrees to effect the cashless exercise of an Option
pursuant to Section 5(k) hereof. 

     (o)  "Stock" means the Common Stock, $.01 par value per share, of the
Corporation. 

     (p)  "Stock Appreciation Right" means the right, pursuant to an award
granted under Section 6 hereof, to surrender to the Corporation all (or a
portion) of a Stock Option in exchange for an amount equal to the difference
between (i) the Fair Market Value, as of the date such Stock Option (or such
portion thereof) is surrendered, of the shares of Stock covered by such Stock
Option (or such portion thereof) and (ii) the aggregate exercise price of such
Stock Option (or such portion thereof). 

     (q)  "Stock Option" or "Option" means any option to purchase shares of
Stock (including Restricted Stock, if the Committee so determines) granted
pursuant to Section 5 hereof. 

     (r)  "Subsidiary" means, in respect of the Corporation, a subsidiary
corporation, whether now or hereafter existing, as defined in Sections 424(f)
and (g) of the Code. 

SECTION 2.  Administration.  The Plan shall be administered by the Board
of Directors, and all references herein to the Committee shall be construed to
mean the Board of Directors. 

     The Committee shall have the authority to grant to eligible employees
(including director-employees), pursuant to the terms of the Plan:  (i) Stock
Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock and/or (iv)
Long-Term Performance Awards.  In particular, the Committee shall have the
authority: 

     (a)  to select the officers and other employees of the Corporation or a
Subsidiary to whom Stock Options, Stock Appreciation Rights, Restricted Stock
and Long-Term Performance Awards may from time to time be granted hereunder; 

     (b)  to determine whether and to what extent Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock and
Long-Term Performance Awards, or any combination thereof, are to be granted
hereunder; 

     (c)  to determine the number of shares of Stock to be covered by each
such award granted hereunder; 

     (d)  to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder, including, but not limited
to, the share price and any restriction or limitation, or any vesting
acceleration or forfeiture waiver regarding any Stock Option or other award
and/or the shares of Stock relating thereto, based on such factors as the
Committee shall determine, in its sole discretion; 

     (e)  to determine whether and under what circumstances a Stock Option
may  be settled in cash or stock, including Restricted Stock under Section 
5(j); 

     (f)  to determine whether and under what circumstances a Stock Option 
may be exercised without a payment of cash under Section 5(k); and 
 
     (g)  to determine whether, to what extent and under what circumstances
Stock and other amounts payable with respect to an award under the Plan may be
deferred either automatically or at the election of the Participant. 

     The Committee shall 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 agreements relating
thereto); and to otherwise supervise the administration of the Plan. 

     All decisions made by the Committee pursuant to the provisions of the
Plan shall be final and binding on all persons, including the Corporation and
Participants.  No member of the Committee shall be liable for any good faith
determination, act or failure to act in connection with the Plan or any award
made under the Plan. 

SECTION 3.  Stock Subject to the Plan. 

     (a)  Stock Subject to the Plan.  The stock to be subject or related to 
awards under the Plan shall be shares of Stock and may be either authorized
and unissued shares of Stock or shares of Stock held in the treasury of the
Corporation.  The maximum number of shares of Stock that may be the subject of
an award under the Plan is 2,750,000 and the Corporation shall reserve for the
purposes of the Plan, out of its authorized and unissued shares of Stock or
out of shares of Stock held in its treasury, or partly out of each, such
number of shares. 

     Notwithstanding the foregoing, no individual shall receive, over the 
term of the Plan, awards for more than an aggregate of 30% of the shares of
Stock authorized for grant under the Plan. 

     (b)  Computation of Stock Available for the Plan.  For the purpose of
computing the total number of shares of Stock available under the Plan at any
time during which the Plan is in effect, there shall be debited against the
total number of shares of Stock determined to be available pursuant to
paragraphs (a) and (c) of this Section 3 the maximum number of shares of Stock
subject to issuance upon exercise of Options or other stock based awards made
under the Plan. 

     (c) Effect of the Expiration or Termination of Awards.  If and to the 
extent that an award made under the Plan expires, terminates or is canceled
or forfeited for any reason without having been exercised in full, the shares
of Stock associated with the expired, terminated, canceled or forfeited
portion of the award shall again become available for award under the Plan.
In addition, during the period that any award remains outstanding under the
Plan, the Committee may make good faith adjustments with respect to the number
of shares of Stock attributable to such awards for purposes of calculating the
maximum number of shares available for the granting of future awards under the
Plan. 

     (d)  Other Adjustments.  In the event of any merger, reorganization,
consolidation, recapitalization, Stock dividend, or other change in corporate
structure affecting the Stock, such substitution or adjustment shall be made
in the aggregate number of shares of Stock reserved for issuance under the
Plan, in the number and option price of shares of Stock subject to outstanding
Options granted under the Plan and in the number and price of shares of Stock
subject to other awards made under the Plan, as may be determined to be
appropriate by the Committee in its sole discretion, provided that the number
of shares of Stock subject to any award shall always be a whole number.  Such
adjusted option price shall also be used to determine the amount payable by
the Corporation upon the exercise of any Stock Appreciation Right associated
with any Stock Option. 

SECTION 4.  Eligibility.  Only officers and other employees of the 
Corporation (including director-employees, but excluding any other person who
serves the Corporation only as a director) and/or its Subsidiaries are
eligible to be granted awards under the Plan. 

SECTION 5.  Stock Options.  Stock Options granted under the Plan may be 
of two types: (i) Incentive Stock Options or (ii) Non-Qualified Stock
Options.  Stock Options may be granted alone, in addition to or in tandem with
other awards granted under the Plan.  Any Stock Option granted under the Plan
shall be in such form as the Committee may from time to time approve. 

The Committee shall have the authority to grant any optionee Incentive 
Stock Options, Non-Qualified Stock Options, or both types of Stock Options
(in each case with or without Stock Appreciation Rights).  To the extent that
any Stock Option does not qualify as an Incentive Stock Option, it shall
constitute a separate Non-Qualified Stock Option. 

Anything in the Plan to the contrary notwithstanding, no term of the 
Plan relating to Incentive Stock Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be so
exercised, so as to disqualify the Plan under Section 422 of the Code, or,
without the consent of the optionee(s) affected, to disqualify any Incentive
Stock Option under such Section 422. 

Options granted under the Plan shall be subject to the following terms 
and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem
appropriate: 

     (a)  Option Price.  The exercise price per share of Stock purchasable
under a Stock Option shall be determined by the Committee at the time of grant
but shall be not less than 100% of the Fair Market Value of the Stock on the
date of the grant.  However, any Incentive Stock Option granted to any
optionee who, at the time the Option is granted, owns more than 10% of the
voting power of all classes of stock of the Corporation or of a Subsidiary,
shall have an exercise price per share of not less than 110% of Fair Market
Value per share on the date of the grant. 

     (b)  Option Term.  The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten years after
the date the Option is granted.  However, any Option granted to any optionee
who, at the time the Option is granted, owns more than 10% of the voting power
of all classes of stock of the Corporation or of a Subsidiary may not have a
term of more than five years.  No Option may be exercised by any person after
expiration of the term of the Option. 

     (c)  Exercisability.  Stock Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Committee at grant; provided, however, that, except as provided in Section
5(e), unless otherwise determined by the Committee at grant, no Stock Option
shall be exercisable during the six-month period following the date of the
grant of the Option.  If the Committee provides, in its discretion, that any
Stock Option is exercisable only in installments, the Committee may waive such
installment exercise provisions at any time at or after grant, in whole or in
part, based on such factors as the Committee shall determine, in its sole
discretion. 

     (d)  Method of Exercise.  Subject to the exercise provisions under
Section 5(c), Stock Options may be exercised in whole or in part at any time
and from time to time during the term of the Option, by giving written notice
of exercise to the Corporation specifying the number of shares to be
purchased.  Such notice shall be accompanied by payment in full of the
purchase price, either by certified or bank check, or such other instrument as
the Committee may accept.  As determined by the Committee, in its sole
discretion, at or after grant, payment in full or in part of the exercise
price of a Stock Option may be made in the form of unrestricted Stock based on
the Fair Market Value of the Stock on the date the Option is exercised;
provided, however, that, in the case of an Incentive Stock Option, the right
to make a payment in the form of already owned shares of Stock may be
authorized only at the time the Option is granted. 

     The Committee, in its sole discretion, may at the time of grant or such
later time as it determines, permit payment of a Stock Option exercise price
of a Non-Qualified Stock Option to be made in whole or in part in the form of
Restricted Stock based on the Fair Market Value of the Stock on the date the
Option is exercised (computed without regard to the restrictions applicable to
the Restricted Stock); provided, however, that in the case of an Incentive
Stock Option, the right to make a payment in the form of Restricted Stock may
be authorized only at the time the Option is granted.  If such payment is
permitted, then Stock received upon the exercise of the Option may be subject
to the same forfeiture restrictions as the Restricted Stock used to make the
payment, unless otherwise determined by the Committee, in its sole discretion,
at or after grant. 

     If payment of the Option exercise price of a Non-Qualified Stock Option
is made in whole or in part in the form of unrestricted Stock already owned by
the Participant, the Corporation may require that the Stock have been owned by
the Participant for a period of six months or longer from the date of
payment. 

     No shares of Stock shall be issued upon exercise of an Option until full
payment therefor has been made.  An optionee shall generally have the rights
to dividends and other rights of a shareholder with respect to shares of Stock
subject to the Option when the optionee has given written notice of exercise,
has paid in full for such shares, and, if requested, has given the
representation described in Section 11(a) hereof. 

     (e)  Termination by Reason of Death.  Subject to Section 5(i), if an
optionee's employment by the Corporation or any Subsidiary terminates by
reason of death, any Stock Option held by such optionee may thereafter be
exercised, to the extent then exercisable or on such accelerated basis as the
Committee may determine at or after grant, by the legal representative of the
estate or by the legatee of the optionee under the will of the optionee, for a
period of one year (or such shorter period as the Committee may specify at
grant) from the date of such death or until the expiration of the stated term
of such Stock Option, whichever period is the shorter. 

     (f)  Termination by Reason of Disability.  Subject to Section 5(i), if 
an optionee's employment by the Corporation or any Subsidiary terminates by
reason of Disability, any Stock Option held by such optionee may thereafter be
exercised by the optionee or his personal representative, to the extent it was
exercisable at the time of termination, or on such accelerated basis as the
Committee may determine at or after grant, for a period of six months (or such
shorter period as the Committee may specify at grant) from the date of such
termination of employment or until the expiration of the stated term of such
Stock Option, whichever period is shorter; provided, however, that if the
optionee dies within such six-month period (or such shorter period as the
Committee shall specify at grant), any unexercised Stock Option held by such
optionee shall, at the sole discretion of the Committee, thereafter be
exercisable to the extent to which it was exercisable at the time of death for
a period of twelve months from the date of such death or until the expiration
of the stated term of such Stock Option, whichever period is the shorter. 

     (g)  Termination by Reason of Retirement.  Subject to Section 5(i), if 
an optionee's employment by the Corporation or any Subsidiary terminates by
reason of Retirement, any Stock Option held by such optionee may thereafter be
exercised by the optionee, to the extent it was exercisable at the time of
such Retirement or on such accelerated basis as the Committee may determine at
or after grant, for a period of thirty (30) days from the date of such
termination of employment, or the stated term of such Stock Option, whichever
period is the shorter. 

     (h)  Other Termination.  Unless otherwise determined by the Committee at 
or after grant, if an optionee's employment by the Corporation or any
Subsidiary terminates for any reason other than death, Disability or
Retirement, the Stock Option shall thereupon terminate, except that such Stock
Option may thereafter be exercised by the optionee, to the extent it was
exercisable at the time of such termination, if the optionee is involuntarily
terminated by the Corporation or any Subsidiary without Cause, but only for a
period of thirty (30) days from the date of such termination or employment or
the stated term of such Stock Option, whichever period is shorter. 

     (i)  Incentive Stock Option Limitations.  To the extent required for
"incentive stock option" status under Section 422 of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the Stock with
respect to which Incentive Stock Options are exercisable for the first time by
the optionee during any calendar year under the Plan and/or any other plan of
the Corporation or any Subsidiary shall not exceed $100,000.  For purposes of
applying the foregoing limitation, Incentive Stock Options shall be taken into
account in the order granted. 

     To the extent (if any) permitted under Section 422 of the Code without
causing an Incentive Stock Option to lose its status as such or to be deemed
to be a new Incentive Stock Option under the modification rules of Section
424(h) of the Code, and subject to any restrictions imposed by the Committee,
if (i) a Participant's employment with the Corporation is terminated by reason
of death, Disability or Retirement and (ii) the portion of any Incentive Stock
Option that is otherwise exercisable during the post-termination period
specified under Section 5(e), (f) or (g), applied without regard to this
Section 5(i), is greater than the portion of such Option that is exercisable
as an "incentive stock option" during such post-termination period under
Section 422 after taking the $100,000 limitation into account, such
post-termination period of exercisability shall automatically be extended (but
not beyond the original Option term) to the extent necessary to permit the
optionee to exercise such Incentive Stock Option without violating the
$100,000 limitation.  The Committee is also authorized to provide at grant for
a similar extension of the post-termination exercise period in the event of a
Change-in-Control. 

     (j)  Cash-out of Option; Settlement of Restricted Stock.  On receipt of
written notice to exercise, the Committee may, in its sole discretion, elect
to terminate all or part of the portion of the Option(s) proposed to be
exercised provided that the Corporation pays the optionee an amount in cash
equal to the excess of the Fair Market Value of the Stock otherwise issuable
over the Option price (the "Spread Value") on the effective date of such
cash-out. 

     In addition, if the option agreement so provides at grant or is amended
after grant and prior to exercise to so provide (with the optionee's consent),
the Committee may require that all or part of the shares to be issued upon
exercise of an Option take the form of Restricted Stock.  For this purpose,
such Restricted Stock shall be valued on the date of exercise on the basis of
the Fair Market Value of such Restricted Stock determined without regard to
the forfeiture restrictions involved. 

     (k)  Cashless Exercise.  To the extent permitted under the Rules, and
with the consent of the Committee, the Corporation agrees to cooperate in a
"cashless exercise" of an Option.  The cashless exercise shall be affected by
the Participant delivering to the Securities Broker instructions to sell a
sufficient number of shares of Stock to cover the costs and expenses
associated therewith. 

SECTION 6.  Stock Appreciation Rights. 

     (a)  Grant and Exercise.  Stock Appreciation Rights may be granted in
conjunction with all or part of any Stock Option granted under the Plan and,
subject to Section 11(g) hereof, shall be transferable only upon transfer of
the related Stock Option.  In the case of a Non-Qualified Stock Option, such
rights may be granted either at or after the time of the grant of such Stock
Option.  In the case of an Incentive Stock Option, such rights may be granted
only at the time of the grant of such Stock Option. 

     A Stock Appreciation Right or applicable portion thereof granted with 
respect to a given Stock Option shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option, except that,
unless otherwise determined by the Committee, in its sole discretion at the
time of grant, a Stock Appreciation Right granted with respect to less than
the full number of shares covered by a related Stock Option shall not be
reduced until the number of shares covered by an exercise or termination of
the related Stock Option exceeds the number of shares not covered by the Stock
Appreciation Right. 

     A Stock Appreciation Right may be exercised by an optionee, in 
accordance with Section 6(b) of the Plan, by surrendering the applicable 
portion of the related Stock Option.  Upon such exercise and surrender, the 
optionee shall be entitled to receive an amount determined in the manner
prescribed in Section 6(b) of the Plan.  Stock Options which have been so
surrendered, in whole or in part, shall no longer be exercisable to the extent
the related Stock Appreciation Rights have been exercised. 

     (b)  Terms and Conditions.  Stock Appreciation Rights shall be subject 
to such terms and conditions, not inconsistent with the provisions of the 
Plan, as shall be determined from time to time by the Committee, in its sole
discretion, including the following: 

          (i)  Stock Appreciation Rights shall be exercisable only at such 
time or times and to the extent that the Stock Options to which they relate
shall be exercisable in accordance with the provisions of Section 5 and this
Section 6 of the Plan; provided, however, that any Stock Appreciation Right
granted subsequent to the grant of the related Stock Option shall not be
exercisable during the first six months of its term, except that this special
limitation shall not apply in the event of death or Disability of the optionee
prior to the expiration of the six-month period. 

          (ii)  Upon the exercise of a Stock Appreciation Right, an 
optionee shall be entitled to receive up to, but not more than, an amount in
cash and/or shares of Stock equal in value to the excess of the Fair Market
Value of one share of Stock over the Option price per share specified in the
related Stock Option, multiplied by the number of shares in respect of which
the Stock Appreciation Right shall have been exercised, with the Committee
having the right to determine the form of payment. 

          (iii)  Upon the exercise of a Stock Appreciation Right, the Stock 
Option or part thereof to which such Stock Appreciation Right is related,
shall be deemed to have been exercised for the purpose of the limitation set
forth in Section 3 of the Plan on the number of shares of Stock to be issued
under the Plan, but only to the extent of the number of shares issued under
the Stock Appreciation Right at the time of exercise based on the value of the
Stock Appreciation Right at such time. 

          (iv)  A Stock Appreciation Right granted in connection with a Stock
Option may be exercised only if and when the market price of the Stock subject
to the Stock Option exceeds the exercise price of such Stock Option. 

SECTION 7.  Restricted Stock. 

     (a)  Administration.  Shares of Restricted Stock may be issued either 
alone or in addition to other awards granted under the Plan.  The Committee
shall determine the officers and key employees of the Corporation and its
Subsidiaries to whom, and the time or times at which, grants of Restricted
Stock will be made, the number of shares to be awarded, the price (if any) to
be paid by the recipient of Restricted Stock, the time or times within which
such awards may be subject to forfeiture, and all other conditions of the
awards. 

     The Committee may condition the vesting of Restricted Stock upon the
attainment of specified performance goals or such other factors as the
Committee may determine, in its sole discretion, at the time of the award. 

     The provisions of Restricted Stock awards need not be the same with 
respect to each recipient. 

     (b)  Awards and Certificates.  The prospective recipient of a Restricted 
Stock award shall not have any rights with respect to such award, unless and
until such recipient has executed an agreement evidencing the award and has
delivered a fully executed copy thereof to the Corporation, and has otherwise
complied with the applicable terms and conditions of such award.  The purchase
price for shares of Restricted Stock may be zero. 

     Each Participant receiving a Restricted Stock award shall be issued a 
stock certificate in respect of such shares of Restricted Stock.  Such
certificate shall be registered in the name of such Participant, and shall
bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such award, substantially in the following form: 

     "The transferability of this certificate and the shares of stock 
represented hereby are subject to the terms and conditions (including
forfeiture) of the Systems & Computer Technology Corporation 1994 Long-Term
Incentive Plan and an Agreement entered into between the registered owner and
Systems & Computer Technology Corporation.  Copies of such Plan and Agreement
are on file in the offices of Systems & Computer Technology Corporation." 

     The Committee shall require that the stock certificates evidencing 
shares of Restricted Stock be held in custody by the Corporation until the
restrictions thereon shall have lapsed, and that, as a condition of any
Restricted Stock award, the Participant shall have delivered to the
Corporation a stock power, endorsed in blank, relating to the Stock covered by
such award. 

     (c)  Restrictions and Conditions.  The shares of Restricted Stock 
awarded pursuant to this Section 7 shall be subject to the following
restrictions and conditions: 

          (i)  During a period set by the Committee commencing with the date 
of such award (the "Restriction Period"), the Participant shall not be
permitted to sell, transfer, pledge, assign or otherwise encumber shares of
Restricted Stock awarded under the Plan.  The Committee, in its sole
discretion, may provide for the lapse of such restrictions in installments and
may accelerate or waive such restrictions in whole or in part, based on
service, performance and/or such other factors or criteria as the Committee
may determine, in its sole discretion. 

          (ii)  Except as provided in this paragraph (ii) and Section 7(c) 
(i), the Participant shall have, with respect to the shares of Restricted 
Stock, all of the rights of a shareholder of the Corporation, including the
right to vote the shares, and the right to receive any cash dividends.  The
Committee, in its sole discretion, as determined at the time of award, may
permit or require the payment of cash dividends to be deferred and, if the
Committee so determines, reinvested in additional Restricted Stock to the
extent shares are available under Section 3 of the Plan. 

          (iii)  Subject to the applicable provisions of the award 
agreement and this Section 7, upon termination of a Participant's employment
with the Corporation for any reason during the Restriction Period, all shares
of Restricted Stock still subject to restriction shall be forfeited by the
Participant. 

          (iv)  In the event of hardship or other special circumstances 
of a Participant whose employment with the Corporation is involuntarily
terminated (other than for Cause), the Committee may, in its sole discretion,
waive in whole or in part any or all remaining restrictions with respect to
such Participant's shares of Restricted Stock, based on such factors as the
Committee may deem appropriate. 

          (v)  If and when the Restriction Period expires without a prior
forfeiture of the Restricted Stock subject to such Restriction Period, the
certificates for such shares shall be delivered by the Corporation to the
Participant. 

SECTION 8.  Long Term Performance Awards. 

     (a)  Awards and Administration.  Long Term Performance Awards may be 
awarded either alone or in addition to other awards granted under the Plan.
Prior to award of a Long Term Performance Award, the Committee shall determine
the nature, length and starting date of the performance period (the
"Performance Period") for each Long Term Performance Award, which shall be at
least two years (subject to Section 9 below), and shall determine the
performance objectives to be used in valuing Long Term Performance Awards and
determining the extent to which such Long Term Performance Awards have been
earned.  Performance objectives may vary from Participant to Participant and
between groups of Participants and shall be based upon such Corporation,
business unit and/or individual performance factors and criteria as the
Committee may deem appropriate, including, but not limited to, earnings per
share or return on equity.  Performance Periods may overlap and Participants
may participate simultaneously with respect to Long Term Performance Awards
that are subject to different Performance Periods and/or different performance
factors and criteria. 

     At the beginning of each Performance Period, the Committee shall 
determine for each Long Term Performance Award subject to such Performance
Period the range of dollar values or number of shares of Stock to be awarded
to the Participant at the end of the Performance Period if and to the extent
that the relevant measure(s) of performance for such Long Term Performance
Award is (are) met.  Such dollar values or number of shares of Stock may be
fixed or may vary in accordance with such performance and/or other criteria as
may be specified by the Committee, in its sole discretion. 

     (b)  Adjustment of Awards.  In the event of special or unusual events or
circumstances affecting the application of one or more performance objectives
to a Long Term Performance Award, the Committee may revise the performance
objectives and/or underlying factors and criteria applicable to the Long Term
Performance Awards affected, to the extent deemed appropriate by the
Committee, in its sole discretion, to avoid unintended windfalls or hardship. 

     (c)  Termination of Employment.  Unless otherwise provided in the 
applicable award agreement(s), if a Participant terminates employment with
the Corporation during a Performance Period because of death, Disability or
Retirement, such Participant (or his estate) shall be entitled to a payment
with respect to each outstanding Long Term Performance Award at the end of the
applicable Performance Period: 

          (i) based, to the extent relevant under the terms of the award, 
upon the Participant's performance for the portion of such Performance Period
ending on the date of termination and the performance of the applicable
business unit(s) for the entire Performance Period, and 

          (ii) pro-rated, where deemed appropriate by the Committee, for 
the portion of the Performance Period during which the Participant was
employed by the Corporation, all as determined by the Committee, in its sole
discretion. 

     However, the Committee may provide for an earlier payment in settlement 
of such award in such amount and under such terms and conditions as the
Committee deems appropriate, in its sole discretion. 

     Subject to Section 9 below, if a Participant terminates employment with 
the Corporation during a Performance Period for any other reason, then such
Participant shall not be entitled to any payment with respect to the Long Term
Performance Awards subject to such Performance Period, unless the Committee
shall otherwise determine, in its sole discretion. 

     (d)  Form of Payment.  The earned portion of a Long Term Performance 
Award may be paid currently or on a deferred basis such interest or earnings
equivalent as may be determined by the Committee, in its sole discretion.
Payment shall be made in the form of cash or whole shares of Stock, including
Restricted Stock, either in a lump sum payment or in annual installments
commencing as soon as practicable after the end of the relevant Performance
Period, all as the Committee shall determine at or after grant.  If and to the
extent a Long Term Performance Award is payable in Stock and the full amount
of such value is not paid in Stock, then the shares of Stock representing the
portion of the value of the Long Term Performance Award not paid in Stock
shall again become available for award under the Plan.  Prior to any payment,
the Committee shall certify that all of the performance goals or other
material terms of the award have been met. 

SECTION 9.  Amendments and Termination.  The Committee may amend, alter 
or discontinue the Plan at any time and from time to time, but no amendment,
alteration or discontinuation shall be made which would impair the rights of a
Participant with respect to a Stock Option, Stock Appreciation Right,
Restricted Stock or Long Term Performance Award which has been granted under
the Plan, without the Participant's consent, or which, without the approval of
the Corporation's stockholders, would: 

     (a)  except as expressly provided in the Plan, increase the total number 
of shares reserved for the purposes of the Plan; 

     (b)  decrease the option price of any Stock Option to less than 100% of 
the Fair Market Value on the date of grant; 

     (c)  change the employees or class of employees eligible to participate 
in the Plan; or 

     (d)  extend the maximum Option term under Section 5(b) of the Plan. 

     The Committee may substitute new Stock Options for previously granted 
Stock Options, including previously granted Stock Options having higher
exercise prices. 

     Subject to the above provisions, the Committee shall have broad 
authority to amend the Plan to take into account changes in applicable tax
laws and accounting rules, as well as other developments.  Notwithstanding the
foregoing, no amendment to the Plan may be made by the Committee without the
approval of the Corporation's stockholders if such approval would be required
under the Rules in order to ensure that transactions effected under the Plan
are eligible for the benefit of Rule 16b-3. 

SECTION 10.  Unfunded Status of Plan.  The Plan is intended to 
constitute an "unfunded" plan for incentive and deferred compensation.  With
respect to any payments not yet made to a Participant or optionee by the
Corporation, nothing contained herein shall give any such Participant or
optionee any rights that are greater than those of a general creditor of the
Corporation.  In its sole discretion, the Committee may authorize the creation
of trusts or other arrangements to meet the obligations created under the Plan
to deliver Stock or payments in lieu or with respect to awards hereunder,
provided, however, that, unless the Committee otherwise determines, the
existence of such trusts or other arrangements is consistent with the
"unfunded" status of the Plan. 

SECTION 11.  General Provisions. 

     (a)  The Committee may require each person acquiring Stock or a Stock 
based award under the Plan to represent to and agree with the Corporation in
writing that the Participant is acquiring the Stock or Stock based award for
investment purposes and without a view to distribution thereof and as to such
other matters as the Committee believes are appropriate to ensure compliance
with applicable Federal and state securities laws.  The certificate evidencing
such award and any securities issued pursuant thereto may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer
and compliance with securities laws. 

     All certificates for shares of Stock or other securities delivered 
under the Plan shall be subject to such stock-transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations,
and other requirements of the Securities Act of 1933, as amended, the Exchange
Act, any stock exchange upon which the Stock is then listed, and any other
applicable Federal or state securities laws, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions. 

     (b)  Nothing contained in the Plan shall prevent the Board of Directors 
from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may
be either generally applicable or applicable only in specific cases. 

     (c)  The adoption of the Plan shall not confer upon any employee of the
Corporation or a Subsidiary any right to continued employment with the
Corporation or such Subsidiary, nor shall it interfere in any way with the
right of the Corporation or such Subsidiary to terminate the employment of any
of its employees at any time. 

    (d)  No later than the date as of which an amount first becomes 
includible in the gross income of the Participant for Federal income tax
purposes with respect to any award under the Plan, the Participant shall pay
to the Corporation, or make arrangements satisfactory to the Committee
regarding the payment, of any Federal, state or local taxes of any kind
required by law to be withheld with respect to such amount.  Unless otherwise
determined by the Committee, the minimum required withholding obligations may
be settled with Stock, including Stock that is part of the award that gives
rise to the withholding requirement.  The obligations of the Corporation under
the Plan shall be conditional on such payment or arrangements and the
Corporation shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment of any kind otherwise due to the Participant. 

     (e)  At the time of grant of an award under the Plan, the Committee may
provide that the shares of Stock received as a result of such grant shall be
subject to a right of first refusal, pursuant to which the Participant shall
be required to offer to the Corporation any shares that the Participant wishes
to sell, with the price being the then Fair Market Value of the Stock, subject
to such other terms and conditions as the Committee may specify at the time of
grant. 

     (f)  The reinvestment of dividends in additional Restricted Stock (or in 
other types of Plan awards) at the time of any dividend payment shall only be
permissible if sufficient shares of Stock are available under Section 3 of the
Plan for such reinvestment (taking into account then outstanding Stock Options
and other Plan awards). 

     (g)  Except as may be otherwise determined by the Board with respect to
any particular award under the Plan: (i) no award under the Plan shall be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution or pursuant to a qualified domestic relations order, as
defined in the Code or Title I of the Employee Retirement Income Security Act,
and (ii) all awards under the Plan shall be exercisable, during the
Participant's lifetime, only by the Participant or, in the event of his
Disability, by his personal representative. 

     (h)  The Committee shall establish such procedures as it deems appropriate 
for a Participant to designate a beneficiary to whom any amounts payable in
the event of the Participant's death are to be paid.

     (i)  The Plan and all awards made and actions taken thereunder 
shall be governed by and construed in accordance with the laws of the State of
Delaware. 

SECTION 12.  Effective Date of Plan Effective Date of Plan.  The Plan 
shall be effective on the date it is approved by the affirmative vote of the
holders of a majority of the shares of Stock present, or represented, and
entitled to vote on the Plan at a meeting of stockholders. 

SECTION 13.  Term of Plan.  No Stock Option, Stock Appreciation Right,
Restricted Stock or Long Term Performance Award shall be granted pursuant to
the Plan on or after the tenth (10th) anniversary of the date of initial
stockholder approval of the Plan, but awards granted prior to such tenth
(10th) anniversary may extend beyond that date.