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                                DST SYSTEMS, INC.
                  1995 STOCK OPTION AND PERFORMANCE AWARD PLAN,
                      AMENDED AND RESTATED AS OF 02/29/2000

SECTION 1.  PURPOSE.

         The purposes of the DST Systems, Inc. 1995 Stock Option and Performance
Award Plan (the "Plan") are to generate an increased incentive for Employees of
the Company to contribute to the Company's future success, to secure for the
Company and its stockholders the benefits inherent in equity ownership by
Employees of the Company and to enhance the ability of the Company and its
Affiliates to attract and retain exceptionally qualified Employees upon whom, in
large measure, the sustained progress, growth and profitability of the Company
depend. By encouraging Employees of the Company and its Affiliates to acquire a
proprietary interest in the Company's growth and performance, the Company
intends to more closely align the interests of the Company's Employees,
management and stockholders and motivate Employees to enhance the value of the
Company for the benefit of all stockholders.

SECTION 2.  DEFINITIONS.

         As used in the Plan, the following terms shall have the meanings set
forth below:

               (a)  "Affiliate" means (i) any Person that directly, or through
                    one (1) or more intermediaries, controls, or is controlled
                    by, or is under common control with, the Company, (ii) any
                    entity in which the Company has an equity interest of at
                    least fifty percent (50%), and (iii) any entity in which the
                    Company has any other significant equity interest, as
                    determined by the Committee.

               (b)  "Award" means any Option, Stock Appreciation Right, Limited
                    Right, Performance Share, Performance Unit, Restricted
                    Stock, Shares, Dividend Equivalent, or any other right,
                    interest, or option relating to Shares granted pursuant to
                    the provisions of the Plan.

               (c)  "Award Agreement" means any written agreement, contract, or
                    other instrument or document evidencing any Award granted
                    hereunder and signed by both the Company and the Participant
                    or by both the Company and an Outside Director.

               (d)  "Board" means the Board of Directors of the Company.

               (e)  "Code" means the Internal Revenue Code of 1986, as amended
                    from time to time.

               (f)  "Committee" means the Compensation Committee of the Board,
                    or such other committee designated by the Board, authorized
                    to administer the

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                    Plan under Section 3 hereof. The Committee shall consist of
                    not less than three (3) directors, each of whom is a
                    Disinterested Person within the meaning of Rule 16b-3 and an
                    outside director within the meaning of Code Section 162(m).
                    Until the date of completion of the Public Offering, the
                    KCSI Compensation and Organization Committee shall serve as
                    the Committee authorized to administer this Plan.

               (g)  "Company" means DST Systems, Inc., a Delaware corporation.

               (h)  "Dividend Equivalent" means any right granted pursuant to
                    Section 13(f) hereof.

               (i)  "Employee" means any management employee or employee with
                    long standing service with the Company or of any Affiliate,
                    as determined by the Committee, regularly employed for more
                    than twenty (20) hours per week and more than five (5)
                    months per year.

               (j)  "Exchange Act" means the Securities and Exchange Act of
                    1934, as amended, or any successors thereto, and the rules
                    and regulations promulgated thereunder, all as shall be
                    amended from time to time.

               (k)  "Fair Market Value" means, with respect to any property, the
                    market value of such property determined by such methods or
                    procedures as shall be established from time to time by the
                    Committee.

               (l)  "Incentive Stock Option" means an Option granted under
                    Section 6 hereof that is intended to meet the requirements
                    of Section 422 of the Code or any successor provision
                    thereto.

               (m)  "KCSI" means Kansas City Southern Industries, Inc., a
                    Delaware corporation.

               (n)  "Limited Right" means any right granted to a Participant
                    pursuant to Section 7(b) hereof.

               (o)  "Non-Qualified Stock Option" means an Option granted under
                    Section 6 hereof that is not intended to be an Incentive
                    Stock Option, and an Option granted to an Outside Director
                    pursuant to Section 9 hereof.

               (p)  "Option" means an Incentive Stock Option or Non-Qualified
                    Stock Option.

               (q)  "Outside Director" means a member of the Board who is not an
                    Employee of the Company or of any Affiliate.

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               (r)  "Participant" means an Employee who is selected to receive
                    an Award under the Plan.

               (s)  "Performance Award" means any Award of Performance Shares or
                    Performance Units pursuant to Section 8 hereof.

               (t)  "Performance Period" means that period established by the
                    Committee at the time any Performance Award is granted or at
                    any time thereafter during which any performance goals
                    specified by the Committee with respect to such Award are to
                    be measured.

               (u)  "Performance Share" means any grant pursuant to Section 8
                    hereof of a unit valued by reference to a designated number
                    of Shares.

               (v)  "Performance Unit" means any grant pursuant to Section 8
                    hereof of (i) a bonus consisting of cash or other property
                    the amount or value of which, and/or the entitlement to
                    which, is conditioned upon the attainment of any performance
                    goals specified by the Committee, or (ii) a unit valued by
                    reference to a designated amount of property other than
                    Shares.

               (w)  "Person" means any individual, corporation, partnership,
                    association, joint-stock company, trust, unincorporated
                    organization, or government or political subdivision
                    thereof.

               (x)  "Public Offering" means a public offering of Shares of the
                    Company which results in a reduction of KCSI's ownership of
                    Shares to less than eighty percent (80%).

               (y)  "Rule 16b-3" means Rule 16b-3 promulgated by the Securities
                    and Exchange Commission under the Securities Exchange Act of
                    1934, as amended, or any successor rule or regulation
                    thereto.

               (z)  "Shares" means shares of the common stock of the Company,
                    one cent ($.01) par value.

               (aa) "Stock Appreciation Right" means any right granted to a
                    Participant pursuant to Section 7(a) hereof.

               (ab) "Stockholders Meeting" means the annual meeting of
                    stockholders of the Company in each year.

               (ac) "Restricted Stock" means any Share issued with the
                    restriction that the holder may not sell, transfer, pledge,
                    or assign such Share and with such other restrictions as the
                    Committee, in its sole discretion, may impose

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                    (including, without limitation, any restriction on the right
                    to vote such Share, and the right to receive any cash
                    dividends), which restrictions may lapse separately or in
                    combination upon such conditions and at such time or times,
                    in installments or otherwise, as the Committee may deem
                    appropriate, and which restriction shall provide that the
                    Shares subject to such restriction shall be forfeited if the
                    restriction does not lapse prior to such date or such event
                    as the Committee may deem appropriate.

               (ad) "Restricted Stock Award" means an award of Restricted Stock
                    under Section 8A hereof.

SECTION 3.  ADMINISTRATION.

         The Plan shall be administered by the Committee. Subject to applicable
law and the terms of the Plan, the Committee shall have full power and authority
to: (i) designate Participants; (ii) determine the type or types of Awards to be
granted to each Participant hereunder; (iii) determine the number of Shares to
be covered by or with respect to which payments, rights, or other matters are to
be calculated in connection with each Award; (iv) determine the terms and
conditions of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares, other
securities, other Awards, or other property, or canceled, forfeited, or
suspended, and the method or methods by which Awards may be settled, exercised,
canceled, forfeited, or suspended; (vi) determine whether, to what extent and
under what circumstances cash, Shares, other securities, other Awards, other
property and other amounts payable with respect to an Award under this Plan
shall be deferred either automatically or at the election of the Participant or
the Committee; (vii) interpret and administer the Plan and any instrument or
agreement relating to, or Award made under, the Plan; (viii) establish, amend,
suspend or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (ix) make any
other determination and take any other action that the Committee deems necessary
or desirable for administration of the Plan. Subject to the terms of the Plan
(including without limitation Section 11 hereof), the Committee shall also have
the authority to grant Awards in replacement of Awards previously granted under
this Plan or any other compensation plan of the Company or an Affiliate. Unless
otherwise expressly provided in the Plan, all determinations, designations,
interpretations, and other decisions of the Committee shall be final, conclusive
and binding upon all Persons, including the Company, any Participant, any
stockholder, and any Employee of the Company or of any Affiliate. All
determinations of the Committee shall be made by a majority of its members. The
Committee, in its discretion, may delegate its authority and duties under the
Plan to the Chief Executive Officer and/or to other officers of the Company
under such conditions and/or limitations as the Committee may establish;
provided, however, that only the Committee may select and grant Awards, or
otherwise take any action with respect to Awards, to Participants who are (i)
officers or directors of the Company for purposes of Section 16 of the Exchange
Act; or (ii) Participants who are "covered employees" under Section 162(m) of
the Code.



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SECTION 4.  SHARES SUBJECT TO THE PLAN.

         (a)      Subject to adjustment as provided in Section 4(c), a total of
                  Nine Million (9,000,000) Shares shall be available for the
                  grant of Awards under the Plan. Any Shares issued hereunder
                  may consist, in whole or in part, of authorized and unissued
                  shares or treasury shares. If any Shares subject to any Award
                  granted hereunder are forfeited or such Award otherwise
                  terminates without the issuance of such Shares or of other
                  consideration in lieu of such Shares, the Shares subject to
                  such Award, to the extent of any such forfeiture or
                  termination, shall again be available for grant under the
                  Plan. In addition, to the extent permitted by Section 422 of
                  the Code, any Shares issued by, and any Awards granted by or
                  that become obligations of, the Company through or as the
                  result of the assumption of outstanding grants or the
                  substitution of Shares under outstanding grants of an acquired
                  company shall not reduce the Shares available for grants under
                  the Plan (except in the case of Awards granted to Participants
                  who are officers or directors of the Company to the extent
                  required by Section 16 of the Exchange Act).

         (b)      For purposes of this Section 4,

                  (i)      If an Award (other than a Dividend Equivalent) is
                           denominated in Shares, the number of Shares covered
                           by such Award, or to which such Award relates, shall
                           be counted on the date of grant of such Award against
                           the aggregate number of Shares available for granting
                           Awards under the Plan;

                  (ii)     Dividend Equivalents and Awards not denominated in
                           Shares shall be counted against the aggregate number
                           of Shares available for granting Awards under the
                           Plan in such amount and at such time as the Committee
                           shall determine under procedures adopted by the
                           Committee consistent with the purposes of the Plan;
                           and

                  (iii)    Awards that operate in tandem with (whether granted
                           simultaneously with or at a different time from), or
                           that are substituted for, other Awards or awards
                           under other Company plans may be counted or not
                           counted under procedures adopted by the Committee in
                           order to avoid double counting.

          (c)  In the event that the Committee shall determine that any dividend
               or other distribution (whether in the form of cash, Shares, or
               other securities or property), stock split, reverse stock split,
               merger, reorganization, consolidation, recapitalization,
               split-up, spin-off, repurchase, exchange of shares, issuance of
               warrants or other rights to purchase Shares or other securities
               of the Company, or other transaction or event affects the Shares
               such that an adjustment is determined by the Committee to be
               appropriate in order to prevent dilution or



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               enlargement of the benefits or potential benefits intended to be
               made available under the Plan, then the Committee may: (i) make
               adjustments in the aggregate number and class of shares or
               property which may be delivered under the Plan and may substitute
               other shares or property for delivery under the Plan, including
               shares of another entity which is a party to any such merger,
               reorganization, consolidation or exchange of shares; and (ii)
               make adjustments in the number, class and option price of shares
               or property subject to outstanding Awards and Options granted
               under the Plan, and may substitute other shares or property for
               delivery under outstanding Awards and Options, including shares
               of another entity which is a party to any such merger,
               reorganization, consolidation or exchange of shares, as may be
               determined to be appropriate by the Committee in its sole
               discretion, provided that the number of Shares subject to any
               Award or Option shall always be a whole number. The preceding
               sentence shall not limit the actions which may be taken by the
               Committee under Section 10 of the Plan. No adjustment shall be
               made with respect to Awards of Incentive Stock Options that would
               cause the Plan to violate Section 422 of the Code.

SECTION 5.  ELIGIBILITY.

         Any Employee shall be eligible to be selected as a Participant.
Notwithstanding any other provision of the Plan to the contrary, no Participant
may be granted an Option, Limited Right, Stock Appreciation Right, Performance
Shares, Shares or Restricted Stock with respect to a number of Shares in any one
(1) calendar year which, when added to the Shares subject to any other Option,
Limited Right, Stock Appreciation Right, Performance Shares, Shares or
Restricted Stock granted to such Participant in the same calendar year shall
exceed Four Hundred Thousand (400,000) Shares. If an Option, Limited Right,
Stock Appreciation Right, or Performance Share is cancelled, the cancelled
Option, Limited Right, Stock Appreciation Right or Performance Share continues
to count against the maximum number of Shares for which an Option, Limited
Right, Stock Appreciation Right or Performance Share may be granted to a
Participant in any calendar year. All Shares specified in this Section 5 shall
be adjusted to the extent necessary to reflect adjustments to Shares required by
Section 4(c) hereof. No Participant may be granted Performance Units in any one
(1) calendar year which when added to all other Performance Units granted to
such Participant in the same calendar year shall exceed 300% of the
Participant's annual base salary as of the first day of such calendar year (or,
if later, as of the date on which the Participant becomes an Employee);
provided, however, that no more than $1,000,000 of annual base salary may be
taken into account for purposes of determining the maximum amount of Performance
Units which may be granted in any calendar year to any Participant.



                                       6
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SECTION 6.  STOCK OPTIONS.

         Options may be granted hereunder to Participants either alone or in
addition to other Awards granted under the Plan. Options may be Incentive Stock
Options within the meaning of Section 422 of the Code or Non-Qualified Stock
Options (i.e., stock options which are not Incentive Stock Options), or a
combination thereof. Any Option granted to a Participant under the Plan shall be
evidenced by an Award Agreement in such form as the Committee may from time to
time approve. Any such Option shall be subject to the following terms and
conditions and to such additional terms and conditions, not inconsistent with
the provisions of the Plan, as the Committee shall deem desirable:

          (a)  Option Price. The purchase price per Share purchasable under an
               Option shall be determined by the Committee; provided, however,
               that such purchase price shall not be less than one hundred
               percent (100%) of the Fair Market Value of the Share on the
               effective date of the grant of the Option (or, if the Committee
               so determines, in the case of any Option retroactively granted in
               tandem with or in substitution for another Award or any
               outstanding Award granted under any other plan of the Company, on
               the effective date of grant of such other Award or award under
               another Company plan).

          (b)  Option Term. The term of each Option shall be fixed by the
               Committee in its sole discretion; except as provided below for
               Incentive Stock Options.

          (c)  Exercisability. Options shall be exercisable at such time or
               times and subject to such exercise acceleration conditions (if
               any) as determined by the Committee at or subsequent to grant;
               except as otherwise provided in Section 10(a).

          (d)  Method of Exercise. Subject to the other provisions of the Plan
               and any applicable Award Agreement, any Option may be exercised
               by the Participant in whole or in part at such time or times, and
               the Participant may make payment of the option price in such form
               or forms as the Committee shall determine, including, without
               limitation, payment by delivery of cash, Shares, Restricted
               Stock, or other consideration (including, where permitted by law
               and the Committee, Awards) having a Fair Market Value on the
               exercise date equal to the total option price, or by any
               combination of cash, Shares, Restricted Stock and other
               consideration as the Committee may specify in the applicable
               Award Agreement; provided, however, that if Restricted Stock is
               surrendered to pay the option price, an equal number of shares
               issued as a result of the option exercise shall be subject to the
               same restrictions.

          (e)  Incentive Stock Options. In accordance with rules and procedures
               established by the Committee, the aggregate Fair Market Value
               (determined as of the time of grant) of the Shares with respect
               to which Incentive Stock Options held by any Participant are
               exercisable for the first time by such Participant during any
               calendar year under the Plan (and under any other benefit plans
               of the Company



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               or of any parent or subsidiary corporation of the Company as
               defined in Section 424 of the Code) shall not exceed One Hundred
               Thousand Dollars ($100,000) or, if different, the maximum
               limitation in effect at the time of grant under Section 422 of
               the Code, or any successor provision, and any regulations
               promulgated thereunder. The option price per Share purchasable
               under an Incentive Stock Option shall not be less than one
               hundred percent (100%) of the Fair Market Value of the Share on
               the date of grant of the Option. Each Incentive Stock Option
               shall expire not later than ten (10) years from its date of
               grant. No Incentive Stock Option shall be granted to any
               Participant if at the time the Option is granted such Participant
               owns stock possessing more than ten percent (10%) of the total
               combined voting power of all classes of stock of the Company, its
               parent or its subsidiaries unless (i) the option price per Share
               is at least one hundred and ten percent (110%) of the Fair Market
               Value of the Share on the date of grant, and (ii) such Option by
               its terms is not exercisable after the expiration of five (5)
               years from the date such Option is granted. The terms of any
               Incentive Stock Option granted hereunder shall comply in all
               respects with the provisions of Section 422 of the Code, or any
               successor provision, and any regulations promulgated thereunder.

          (f)  Form of Settlement. In its sole discretion, the Committee may
               provide at the time of grant that the Shares to be issued upon an
               Option's exercise shall be in the form of Shares subject to
               restrictions as the Committee may determine, or other similar
               securities, or may reserve the right so to provide after the time
               of grant.

          (g)  Reload Options. If and to the extent the Committee expressly
               provides, at the time of grant or later, that the Participant
               shall have the right to receive reload options with respect to
               Non-Qualified Stock Options, the Participant shall receive reload
               options in accordance with and subject to the following terms and
               conditions:

               (i)  Grant of the Reload Option; Number of Shares; Price. Subject
                    to paragraph (ii) of this Subsection and, except as provided
                    in paragraph (viii) hereof, to the availability of Shares to
                    be optioned to the Participant under the Plan (including the
                    limitations set forth in Section 5), if a Participant has an
                    Option (the "original option") with reload rights and pays
                    for the exercise of the original option by surrendering
                    Shares or Restricted Stock (whether by means of delivering
                    Shares or Restricted Stock previously held by the optionee
                    or by delivering Shares or Restricted Stock simultaneously
                    acquired on exercise of the original option), the
                    Participant shall receive a new Option ("reload option") for
                    the number of Shares or Restricted Shares so surrendered at
                    an option price per Share equal to the Fair Market Value of
                    a Share on the date of the exercise of the original option.

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               (ii) Conditions to Grant of Reload Option. A reload option will
                    not be granted: (A) if the Fair Market Value of a Share on
                    the date of exercise of the original option is less than the
                    exercise price of the original option; or (B) if the
                    Participant is no longer an Employee of the Company or an
                    Affiliate.

              (iii) Term of Reload Option. The reload option shall expire on
                    the same date as the original option, or at such later date
                    as the Committee may provide.

               (iv) Type of Option. The reload option shall be a Non-Qualified
                    Stock Option.

               (v)  Additional Reload Options. Except as expressly provided by
                    the Committee (at the time of the grant of the original
                    option or reload option or later), reload options shall not
                    include any right to subsequent reload options.

               (vi) Date of Grant, Vesting. The date of grant of the reload
                    option shall be the date of the exercise of the original
                    option. The reload options shall be exercisable in full
                    beginning from date of grant, except as otherwise provided
                    by the Committee.

               (vii) Stock Withholding; Grants of Reload Options. If and to the
                    extent permitted by the Committee, if the other requirements
                    of this Subsection are satisfied, and if Shares are withheld
                    or Shares surrendered for tax withholding pursuant to
                    Section 13(g), a reload option will be granted for the
                    number of Shares surrendered as payment for the exercise of
                    the original option plus the number of Shares surrendered or
                    withheld to satisfy tax withholding.

             (viii) Share Limits. Reload options shall not be counted against
                    or as a reduction from the number of shares available for
                    grant under Section 4 hereof because such grants are a
                    substitute for Shares transferred to or withheld by the
                    Company.

               (ix) Other Terms and Conditions. In connection with reload
                    options for officers who are subject to Section 16 of the
                    Exchange Act, the Committee may at any time impose any
                    limitations which, in the Committee's sole discretion, are
                    necessary or desirable in order to comply with Section 16(b)
                    of the Exchange Act and the rules and regulations
                    thereunder, or in order to obtain any exemption therefrom.
                    Except as otherwise provided in this Subsection, all the
                    provisions of the Plan shall apply to reload options.



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SECTION 7.  STOCK APPRECIATION AND LIMITED RIGHTS.

     (a)  Stock Appreciation Rights may be granted hereunder to Participants
          either alone or in addition to other Awards granted under the Plan and
          may, but need not, relate to a specific Option granted under Section
          6. The provisions of Stock Appreciation Rights need not be the same
          with respect to each recipient. Any Stock Appreciation Right related
          to a Non-Qualified Stock Option may be granted at the same time such
          Option is granted or at any time thereafter before exercise or
          expiration of such Option. Any Stock Appreciation Right related to an
          Incentive Stock Option must be granted at the same time such Option is
          granted and must have a grant price equal to the option price of such
          Option. In the case of any Stock Appreciation Right related to any
          Option, the Stock Appreciation Right or applicable portion thereof
          shall terminate and no longer be exercisable upon the termination or
          exercise of the related Option, except that a Stock Appreciation Right
          granted with respect to less than the full number of Shares covered by
          a related Option shall not be reduced until the exercise or
          termination of the related Option exceeds the number of Shares not
          covered by the Stock Appreciation Right. Any Option related to any
          Stock Appreciation Right shall no longer be exercisable to the extent
          the related Stock Appreciation Right has been exercised. Any Stock
          Appreciation Right related to an Option shall be exercisable to the
          extent, and only to the extent, that the related Option is
          exercisable. The Committee may impose such other conditions or
          restrictions on the exercise of any Stock Appreciation Right as it
          shall deem appropriate. Subject to the terms of the Plan and any
          applicable Award Agreement, a Stock Appreciation Right granted under
          the Plan shall confer on the holder thereof a right to receive, upon
          exercise thereof, the excess of (i) the Fair Market Value of one (1)
          Share on the date of exercise or with respect to any right related to
          an Option other than an Incentive Stock Option, at any time during a
          specified period before or after the date of exercise as determined by
          the Committee over (ii) the grant price of the right as specified by
          the Committee, which shall not be less than the Fair Market Value of
          one (1) Share on the date of grant of the Stock Appreciation Right
          (or, if the Committee so determines, in the case of any Stock
          Appreciation Right retroactively granted in tandem with or in
          substitution for another Award or any outstanding award granted under
          any other plan of the Company, on the date of grant of such other
          Award or award), multiplied by the number of Shares as to which the
          holder is exercising the Stock Appreciation Right. Subject to the
          terms of the Plan and any applicable Award Agreement, the terms and
          conditions of any Stock Appreciation Right shall be as determined by
          the Committee. The Committee may impose such conditions or
          restrictions on the exercise of any Stock Appreciation Right as it may
          deem appropriate.

     (b)  Limited Rights may be granted hereunder to Participants only with
          respect to an Option granted under Section 6 hereof or a stock option
          granted under another plan of the Company. The provisions of Limited
          Rights need not be the same



                                       10
<PAGE>

          with respect to each recipient. Any Limited Right related to a
          Non-Qualified Stock Option may be granted at the same time such Option
          is granted or at any time thereafter before exercise or expiration of
          such Option. Any Limited Right related to an Incentive Stock Option
          must be granted at the same time such Option is granted. A Limited
          Right shall terminate and no longer be exercisable upon termination or
          exercise of the related Option, except that a Limited Right granted
          with respect to less than the full number of Shares covered by a
          related Option shall not be reduced until the exercise or termination
          of the related Option exceeds the number of Shares not covered by the
          Limited Right. Any Option related to any Limited Right shall no longer
          be exercisable to the extent the related Limited Right has been
          exercised. Any Limited Right shall be exercisable to the extent, and
          only to the extent, the related Option is exercisable and only during
          the three (3) month period immediately following a Change in Control
          of the Company (as defined in Section 10 hereof). The Committee may
          impose such other conditions or restrictions on the exercise of any
          Limited Right as it shall deem appropriate. Subject to the terms of
          the Plan and any applicable Award Agreement, a Limited Right granted
          under the Plan shall confer on the holder thereof a right to receive,
          upon exercise thereof, an amount equal to the excess of (i) the Fair
          Market Value of one (1) Share on the date of exercise or if greater
          and only with respect to any Limited Right related to an Option other
          than an Incentive Stock Option, the highest price per Share paid in
          connection with any Change in Control of the Company, over (ii) the
          option price of the related Option, multiplied by the number of Shares
          as to which the holder is exercising the Limited Right. The amount
          payable to the holder shall be paid by the Company in cash. Subject to
          the terms of the Plan and any applicable Award Agreement, the terms
          and conditions of any Limited Right shall be as determined by the
          Committee. The Committee may impose such conditions or restrictions on
          the exercise of any Limited Right as it may deem appropriate.

SECTION 8.  PERFORMANCE AWARDS.

         Performance Awards may be issued hereunder to Participants in the form
of Performance Shares or Performance Units, for no cash consideration or for
such minimum consideration as may be required by applicable law, either alone or
in addition to other Awards granted under the Plan. The value represented by a
Performance Share or Unit shall be payable to, or upon the exercise by, the
Participant holding such Award, in whole or in part, following achievement of
such performance goals during such Performance Period as determined by the
Committee. Except as provided in Section 10, Performance Awards will be paid
only after the end of the relevant Performance Period. Performance Awards may be
paid in cash, Shares, Restricted Stock, Options, other property or any
combination thereof, in the sole discretion of the Committee at the time of
payment. The length of the Performance Period, the performance criteria or
levels to be achieved for each Performance Period, and the amount of the Award
to be distributed shall be conclusively determined by the Committee. Performance
Awards may be paid in a lump sum or in installments following the close of the



                                       11
<PAGE>

Performance Period or, in accordance with procedures established by the
Committee, on a deferred basis. Notwithstanding the foregoing, an Award
Agreement may condition the vesting or exercise of a Performance Award on any
combination of the achievement of one or more performance goals and/or the
completion of a specified period of service as the Committee shall determine at
the time of grant. To the extent determined by the Committee, when making
Performance Awards the Committee shall adopt performance goals, certify
completion of such goals and comply with any other Code requirements necessary
to be in compliance with the performance-based compensation requirements of Code
Section 162(m). Performance goals for Performance Awards may be based, in whole
or in part, on one or more of the following performance-based criteria or such
other criteria as the Committee may determine: (i) attainment during the
Performance Period of a specified price per share of the Company's common stock;
(ii) attainment during the Performance Period of a specified rate of growth or
increase in the amount of growth in the price per share of the Company's common
stock; (iii) attainment during the Performance Period of a specified level of
the Company's earnings or earnings per share of the Company's common stock; (iv)
attainment during the Performance Period of a specified rate of growth or
increase in the amount of growth of the Company's earnings or earnings per share
of the Company's common stock; (v) attainment during the Performance Period of a
specified level of the Company's cash flow or cash flow per share of the
Company's common stock; (vi) attainment during the Performance Period of a
specific rate of growth or increase in the amount of growth of the Company's
cash flow or cash flow per share of the Company's common stock; (vii) attainment
during the Performance Period of a specified level of the Company's return on
equity; (viii) attainment during the Performance Period of a specific rate of
growth or increase in the amount of growth of the Company's return on equity;
(ix) attainment during the Performance Period of a specified level of the
Company's return on assets; or (x) attainment during the Performance Period of a
specific rate of growth or increase in the amount of growth of the Company's
return on assets.

SECTION 8A.  RESTRICTED STOCK.

     (a)  Issuance. Restricted Stock Awards may be issued hereunder to
          Participants, for no cash consideration or for such minimum
          consideration as may be required by applicable law, either alone or in
          addition to other Awards granted under the Plan. The provisions of
          Restricted Stock Awards need not be the same with respect to each
          recipient. The granting of Restricted Stock shall take place on the
          date the Committee decides to grant the Restricted Stock, or if the
          Restricted Stock Award provides that the grant of Restricted Stock is
          conditioned upon the achievement of performance goals specified in the
          Restricted Stock Award, on a date established by the Committee
          following the achievement of such performance goals.

     (b)  Registration. Any Restricted Stock issued hereunder may be evidenced
          in such manner as the Committee in its sole discretion shall deem
          appropriate, including, without limitation, book-entry registration or
          issuance of a stock certificate or certificates. In the event any
          stock certificate is issued in respect of shares of Restricted Stock
          awarded under the Plan, such certificate shall be



                                       12
<PAGE>

          registered in the name of the Participant, shall bear an appropriate
          legend referring to the terms, conditions, and restrictions applicable
          to such Award, and shall be held in escrow by the Company.

     (c)  Forfeiture. A Restricted Stock Award may condition the grant of
          Restricted Stock and/or the lapse of any restriction or restrictions
          on Restricted Stock on any combination of the achievement of one or
          more performance goals and/or the completion of a specified period of
          service as the Committee shall determine at the time the Restricted
          Stock Award is made. To the extent determined by the Committee, when
          making Restricted Stock Awards the Committee shall adopt performance
          goals, certify completion of such goals and comply with any other Code
          requirements necessary to be in compliance with the performance-based
          compensation requirements of Code Section 162(m). Performance goals
          for Restricted Stock Awards may be based, in whole or in part, on one
          or more of the following performance-based criteria or such other
          criteria as the Committee may determine: (i) attainment during the
          Performance Period of a specified price per share of the Company's
          common stock; (ii) attainment during the Performance Period of a
          specified rate of growth or increase in the amount of growth in the
          price per share of the Company's common stock; (iii) attainment during
          the Performance Period of a specified level of the Company's earnings
          or earnings per share of the Company's common stock; (iv) attainment
          during the Performance Period of a specified rate of growth or
          increase in the amount of growth of the Company's earnings or earnings
          per share of the Company's common stock; (v) attainment during the
          Performance Period of a specified level of the Company's cash flow or
          cash flow per share of the Company's common stock; (vi) attainment
          during the Performance Period of a specific rate of growth or increase
          in the amount of growth of the Company's cash flow or cash flow per
          share of the Company's common stock; (vii) attainment during the
          Performance Period of a specified level of the Company's return on
          equity; (viii) attainment during the Performance Period of a specific
          rate of growth or increase in the amount of growth of the Company's
          return on equity; (ix) attainment during the Performance Period of a
          specified level of the Company's return on assets; or (x) attainment
          during the Performance Period of a specific rate of growth or increase
          in the amount of growth of the Company's return on assets.

               As soon as practicable following the lapse of the restrictions on
          Restricted Stock, unrestricted Shares, evidenced in such manner as the
          Committee shall deem appropriate, shall be issued to the grantee.

               Except as otherwise determined by the Committee at the time of
          grant, upon termination of employment for any reason before the
          restriction lapses, all shares of Restricted Stock still subject to
          restriction shall be forfeited by the Participant (who shall sign any
          document and take any other action required to assign such shares back
          to the Company) and reacquired by the Company.



                                       13
<PAGE>

SECTION 9.  OUTSIDE DIRECTORS' OPTIONS.

     (a)  Grant of Options. Immediately prior to the Public Offering, and when
          an Outside Director first takes a position on the Board after the
          Public Offering, the Outside Director shall receive an Option to
          purchase Shares ("Initial Options"). On the date of each Stockholders'
          Meeting, each Outside Director shall automatically be granted an
          Option to purchase Shares ("Annual Options"); provided, however, that
          an Outside Director shall not be entitled to receive and shall not be
          granted any Annual Options on the date of any particular Stockholders'
          Meeting if he will not continue to serve as an Outside Director
          immediately following such Stockholders' Meeting. An Outside Director
          who first takes a position on the Board at the annual Stockholders'
          Meeting shall be entitled to receive the Initial Options plus the
          Annual Options. All such Options shall be Non-Qualified Stock Options.
          The number of Shares to be subject to the Initial Option and Annual
          Option grants shall be determined from time to time by the Committee.
          The price at which each Share covered by such Options may be purchased
          shall be one hundred percent (100%) of the fair market value of a
          Share on the date the Option is granted. Fair market value for
          purposes of this Section 9 shall be deemed to be the average of the
          high and low prices of the Shares as reported on the New York Stock
          Exchange Composite Transactions tape on the day the Option is granted
          or, if no sale of Shares shall have been made on that day, the next
          preceding day on which there was a sale of Shares. For purposes of
          Options granted immediately prior to the Public Offering, the Fair
          Market Value of the Shares subject to such Options shall be the
          offering price at which Shares are first sold in the Public Offering.

     (b)  Exercise of Options. Except as set forth in this Section 9, all Shares
          subject to an Option granted to an Outside Director shall become
          exercisable as follows: fifty percent (50%) on the day preceding the
          date of the first Stockholders' Meeting after the date of the grant of
          the Option; twenty-five percent (25%) on the day preceding the date of
          the second Stockholders' Meeting after the date of grant of the
          Option; and the remaining twenty-five percent (25%) on the day
          preceding the third Stockholders' Meeting after the date of grant of
          the Option. However, no Option shall be exercisable more than ten (10)
          years after the date of grant. Options may be exercised by an Outside
          Director during the period that: (i) the Outside Director remains a
          member of the Board; (ii) for a period of one (1) year after ceasing
          to be a member of the Board by reason of death; (iii) for the
          remaining term of the Option in the event of an Outside Director's
          disability; (iv) for the remaining term of the Option if the Outside
          Director retires (as defined below) from the Board; or (v) for a
          period of ninety (90) days after ceasing to be a member of the Board
          for reasons other than retirement, death or disability; however, only
          those Options exercisable at the date the Outside Director ceases to
          be a member of the Board shall remain exercisable. All Options held by
          an Outside Director shall become exercisable


                                       14
<PAGE>

          immediately prior to termination of the Outside Director's service on
          the Board by reason of an Outside Director's death, disability or
          retirement, except that Options shall not be exercisable earlier than
          six (6) months from the date of grant to the extent required by
          Section 16(b) of the Exchange Act. For purposes of this Section 9,
          "retire" or "retirement" shall mean discontinuance of service as a
          director after the director has reached age sixty (60) and has at
          least five (5) years or more of service on the Board. Notwithstanding
          any provision herein to the contrary, no Option hereunder shall be
          exercisable more than ten (10) years after the date of grant. All
          Options shall immediately become exercisable in the event of a Change
          in Control, as hereinafter defined, except that Options shall not be
          exercisable earlier than six (6) months from the date of grant if
          required for exemption under Rule 16(b)-3 under the Exchange Act.

               If a former Outside Director shall die holding an Option that has
          not expired and has not been fully exercised, the Option shall remain
          exercisable until the later of one (1) year after the date of death or
          the end of the period in which the former Outside Director could have
          exercised the Option had he not died, but in no event shall the Option
          be exercisable more than ten (10) years after the date of grant. In
          the event of the death of an Outside Director or former Outside
          Director, his Options shall be exercisable only to the extent that
          they were exercisable at his date of death and only by the executor or
          administrator of the Outside Director's estate, by the person or
          persons to whom the Outside Director's rights under the Option shall
          pass under the Outside Director's will or the laws of descent and
          distribution, or by a beneficiary designated in writing in accordance
          with Section 13(a) hereof.

     (c)  Payment. An Option granted to an Outside Director shall be exercisable
          only upon payment to the Company of the full purchase price of the
          Shares with respect to which the Option is being exercised. Payment
          for the Shares shall be in United States dollars, payable in cash or
          by check or by delivery of Shares having a Fair Market Value on the
          exercise date equal to the total option price, or by any combination
          of cash and Shares.

SECTION 10.  CHANGE IN CONTROL.

     (a)  In order to maintain the Participants' rights in the event of any
          Change in Control of the Company, as hereinafter defined, the
          Committee, as constituted before such Change in Control, may, in its
          sole discretion, as to any Award, either at the time an Award is made
          hereunder or any time thereafter, take any one (1) or more of the
          following actions: (i) provide for the purchase by the Company of any
          such Award, upon the Participant's request, for an amount of cash
          equal to the amount that could have been attained upon the exercise of
          such Award or realization of the Participant's rights had such Award
          been currently exercisable or payable; (ii) make such adjustment to
          any such Award then outstanding as the Committee deems appropriate to
          reflect such Change in



                                       15
<PAGE>

          Control; or (iii) cause any such Award then outstanding to be assumed,
          or new rights substituted therefor, by the acquiring or surviving
          corporation after such Change in Control. In the event of a Change of
          Control, there shall be an automatic acceleration of any time periods
          relating to the exercise or realization of any such Award and all
          performance award standards shall be deemed satisfactorily completed
          without any action required by the Committee so that such Award may be
          exercised or realized in full on or before a date fixed by the
          Committee, except no Award shall be exercisable earlier than six (6)
          months after the date of grant to the extent required by Section 16 of
          the Exchange Act. The Committee may, in its discretion, include such
          further provisions and limitations in any agreement documenting such
          Awards as it may deem equitable and in the best interests of the
          Company.

     (b)  For purposes of this Plan, a "Change in Control" shall be deemed to
          have occurred if (i) for any reason at any time less than seventy-five
          percent (75%) of the members of the Board of Directors of the Company
          shall be individuals who fall into any of the following categories:
          (A) individuals who were members of such Board on September 1, 1995;
          or (B) individuals whose election, or nomination for election by the
          Company's stockholders, was approved by a vote of at least
          seventy-five percent (75%) of the members of the Board then still in
          office who were members of such Board on September 1, 1995; or (C)
          individuals whose election, or nomination for election by the
          Company's stockholders, was approved by a vote of at least
          seventy-five percent (75%) of the members of the Board then still in
          office who were elected in the manner described in (A) or (B) above,
          or (ii) any "person" (as such term is used in Sections 13(d) and
          14(d)(2) of the Exchange Act) shall have become, according to a public
          announcement or filing, without the prior approval of the Board of
          Directors of the Company, the "beneficial owner" (as defined in Rule
          13(d)-3 under the Exchange Act) directly or indirectly, of securities
          of the Company representing forty percent (40%) or more (calculated in
          accordance with Rule 13(d)-3) of the combined voting power of the
          Company's then outstanding voting securities (such "person" hereafter
          referred to as a "Major Stockholder"); or (iii) the stockholders of
          the Company shall have approved a merger, consolidation or dissolution
          of the Company or a sale, lease, exchange or disposition of all or
          substantially all of the Company's assets, or a Major Stockholder
          shall have proposed any such transaction, unless such merger,
          consolidation, dissolution, sale, lease, exchange or disposition shall
          have been approved by at least seventy-five percent (75%) of the
          members of the Board of Directors of the Company who are individuals
          falling into any combination of the following categories: (A)
          individuals who were members of such Board of Directors on September
          1, 1995, or (B) individuals whose election or nomination for election
          by the Company's stockholders was approved by at least seventy-five
          percent (75%) of the members of the Board of Directors then still in
          office who are members of the Board of Directors on September 1, 1995,
          or (C) individuals whose election, or nomination for election by the
          Company's



                                       16
<PAGE>

          stockholders was approved by a vote of at least seventy-five percent
          (75%) of the members of the Board then still in office who were
          elected in manner described in (A) or (B) above.

SECTION 11.  AMENDMENTS AND TERMINATION.

         The Board may amend, alter, suspend, discontinue, or terminate the
Plan, but no amendment, alteration, suspension, discontinuation, or termination
shall be made that would materially impair the rights of an optionee or
Participant under an Award theretofore granted, without the optionee's or
Participant's consent. In addition, the Board may consider for each amendment
whether the approval of stockholders is desirable or is necessary for the
amendment to be effective.

         The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, and may also substitute new Awards for Awards
previously granted under this Plan or for awards granted under any other
compensation plan of the Company or an Affiliate to Participants, including
without limitation previously granted Options having higher option prices, but
no such amendment or substitution shall materially impair the rights of any
Participant without his consent.

         The Committee shall be authorized, without the Participant's consent,
to make adjustments in Performance Award criteria or in the terms and conditions
of other Awards in recognition of events that it deems in its sole discretion to
be unusual or nonrecurring that affect the Company or any Affiliate or the
financial statements of the Company or any Affiliate, or in recognition of
changes in applicable laws, regulations or accounting principles, whenever the
Committee determines that such adjustments are appropriate in order to prevent
the dilution or enlargement of benefits or potential benefits under the Plan.
The Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem desirable to carry it into effect. In the event the Company shall assume
outstanding employee benefit awards or the right or obligation to make future
such awards in connection with the acquisition of another corporation or
business entity, the Committee may, in its discretion, make such adjustments in
the terms of Awards under the Plan as it shall deem appropriate.

SECTION 12.  TERMINATION OF EMPLOYMENT AND NONCOMPETITION.

         The Committee shall have full power and authority to determine whether,
to what extent and under what circumstances any Award shall be canceled or
suspended and shall promulgate rules and regulations to (i) determine what
events constitute disability, retirement, termination for an approved reason and
termination for cause for purposes of the Plan, and (ii) determine the treatment
of a Participant under the Plan in the event of his death, disability,
retirement, or termination for an approved reason. If a Participant's employment
with the Company or an Affiliate is terminated for cause, all unexercised,
unearned, and/or unpaid Awards, including, but not by way of limitation, Awards
earned, but not yet paid, all unpaid dividends and dividend equivalents, and all
interest accrued on the foregoing shall be canceled



                                       17
<PAGE>

or forfeited, as the case may be, unless the Participant's Award Agreement
provides otherwise. In addition, but without limitation, all outstanding Awards
to any Participant shall be canceled if the Participant, without the consent of
the Committee, while employed by the Company or after termination of such
employment, becomes associated with, employed by, renders services to, or owns
any interest in (other than any nonsubstantial interest, as determined by the
Committee), any business that is in competition with the Company or any
Affiliate, or with any business in which the Company or any Affiliate has a
substantial interest as determined by the Committee or such officers or
committee of senior officers to whom the authority to make such determination is
delegated by the Committee.

SECTION 13.  GENERAL PROVISIONS.

     (a)  Nonassignability. No Award shall be assignable or transferable by a
          Participant or an Outside Director otherwise than by will or by the
          laws of descent and distribution; provided, however, that a
          Participant or Outside Director may, pursuant to a written designation
          of beneficiary filed with and approved by the Committee prior to his
          death, designate a beneficiary to exercise the rights of the
          Participant with respect to any Award upon the death of the
          Participant or Outside Director. Each Award shall be exercisable
          during the lifetime of the Participant or the Outside Director, only
          by the Participant or the Outside Director or, if permissible under
          applicable law, by the guardian or legal representative of the
          Participant or Outside Director.

     (b)  Terms. Except for Options granted pursuant to Section 9, the term of
          each Award shall be for such period of months or years from the date
          of its grant as may be determined by the Committee; provided, however,
          that in no event shall the term of any Incentive Stock Option or any
          Stock Appreciation or Limited Right related to any Incentive Stock
          Option exceed a period of ten (10) years from the date of its grant.

     (c)  Rights to Awards. No Employee, Participant or other Person shall have
          any claim to be granted any Award under the Plan, and there is no
          obligation for uniformity of treatment of Employees, Participants, or
          holders or beneficiaries of Awards under the Plan.

     (d)  No Cash Consideration for Awards. Awards shall be granted for no cash
          consideration or for such minimal cash consideration as may be
          required by applicable law.

     (e)  Restrictions. All certificates for Shares delivered under the Plan
          pursuant to any Award 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 and
          Exchange Commission, any stock exchange upon which the Shares are then
          listed, and any applicable Federal or state



                                       18
<PAGE>

          securities law, and the Committee may cause a legend or legends to be
          placed on any such certificates to make appropriate reference to such
          restrictions.

     (f)  Dividend Equivalents. Subject to the provisions of this Plan and any
          Award Agreement, the recipient of an Award (including, without
          limitation, any deferred Award) may, if so determined by the
          Committee, be entitled to receive, currently or on a deferred basis,
          interest or dividends, or interest or dividend equivalents, with
          respect to the number of Shares covered by the Award, as determined by
          the Committee, in its sole discretion, and the Committee may provide
          that such amounts (if any) shall be deemed to have been reinvested in
          additional Shares or otherwise reinvested.

     (g)  Withholding. The Company shall be authorized to withhold from any
          Award granted, payment due or shares or other property transferred
          under the Plan the amount of income, withholding and payroll taxes due
          and payable in respect of an Award, payment or shares or other
          property transferred hereunder and to take such other action as may be
          necessary in the opinion of the Company to satisfy all obligations for
          the payment of such taxes. The Company may require the Participant or
          Outside Director to pay to it such tax prior to and as a condition of
          the making of such payment or transfer of Shares or property under the
          Plan. In accordance with any applicable administrative guidelines it
          establishes, the Committee may allow a Participant to pay the amount
          of taxes due or payable in respect of an Award by withholding from any
          payment of Shares due as a result of such Award, or by permitting the
          Participant to deliver to the Company, Shares having a fair market
          value, as determined by the Committee, equal to the amount of such
          taxes.

     (h)  Deferral of Awards. At the discretion of the Committee, payment of a
          Performance Dividend Equivalent or any portion thereof may be deferred
          by a Participant until such time as the Committee may establish. All
          such deferrals shall be accomplished by the delivery on a form
          provided by the Company of a written, irrevocable election by the
          Participant prior to such time payment would otherwise be made.
          Further, all deferrals shall be made in accordance with administrative
          guidelines established by the Committee to ensure that such deferrals
          comply with all applicable requirements of the Code and its
          regulations. Deferred payments shall be paid in a lump sum or
          installments, as determined by the Committee. The Committee may also
          credit interest, at such rates to be determined by the Committee, on
          cash payments that are deferred and credit Dividend Equivalents on
          deferred payments denominated in the form of Shares.

     (i)  No Limit on Other Compensation Arrangements. Nothing contained in this
          Plan shall prevent the Company or any Affiliate from adopting other or
          additional compensation arrangements, subject to stockholder approval
          if such



                                       19
<PAGE>

          approval is required and such arrangements may be either generally
          applicable or applicable only in specific cases.

     (j)  Governing Law. The validity, construction, and effect of the Plan and
          any rules and regulations relating to the Plan shall be determined in
          accordance with the laws of the State of Delaware and applicable
          Federal law.

     (k)  Severability. If any provision of this Plan or any Award is or becomes
          or is deemed to be invalid, illegal or unenforceable in any
          jurisdiction, or as to any Person or Award, or would disqualify the
          Plan or any Award under any law deemed applicable by the Committee,
          such provision shall be construed or deemed amended to conform to
          applicable laws, or if it cannot be construed or deemed amended
          without, in the determination of the Committee, materially altering
          the intent of the Plan or the Award, it shall be stricken and the
          remainder of the Plan and any such Award shall remain in full force
          and effect.

     (l)  No Right to Employment. The grant of an Award shall not be construed
          as giving a Participant the right to be retained in the employ of the
          Company or any Affiliate. Further, the Company or an Affiliate may at
          any time terminate the employment of a Participant, free from any
          liability, or any claim under the Plan, unless otherwise expressly
          provided in the Plan or in any Award Agreement.

     (m)  No Trust or Fund Created. Neither the Plan nor any Award shall create
          or be construed to create a trust or separate fund of any kind or a
          fiduciary relationship between the Company or any Affiliate and a
          Participant or any other Person. To the extent that any Person
          acquires a right to receive payments from the Company or any Affiliate
          pursuant to an Award, such right shall be no greater than the right of
          any unsecured general creditor of the Company or any Affiliate.

     (n)  No Fractional Shares. No fractional Shares shall be issued or
          delivered pursuant to the Plan or any Award, and the Committee shall
          determine whether cash, other securities, or other property shall be
          paid or transferred in lieu of any fractional Shares, or whether such
          fractional Shares or any rights thereto shall be canceled, terminated,
          or otherwise eliminated.

     (o)  Headings. Headings are given to the Sections and subsections of the
          Plan solely as a convenience to facilitate reference. Such headings
          shall not be deemed in any way material or relevant to the
          construction or interpretation of the Plan or any provision thereof.

     (p)  With respect to persons subject to Section 16 of the Exchange Act,
          transactions under this Plan are intended to comply with all
          applicable conditions of Rule 16b-3. To the extent any provision of
          this Plan or action by the Committee fails



                                       20
<PAGE>

          to so comply, the Committee may deem, for such persons, such provision
          or action null and void to the extent permitted by law.

SECTION 14.  EFFECTIVE DATE OF PLAN.

         The Plan shall be effective as of September 1, 1995.

SECTION 15.  TERM OF PLAN.

         No Award shall be granted pursuant to the Plan after August 31, 2005,
but any Award theretofore granted may extend beyond that date.

                                       21