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                                                                Exhibit 10(iii)r

                             WHIRLPOOL CORPORATION
                     1996 OMNIBUS STOCK AND INCENTIVE PLAN
                         (As amended February 16, 1999)

                                   ARTICLE 1
                                    GENERAL


1.1 PURPOSE

Whirlpool Corporation, a Delaware corporation (the "Corporation"), hereby
adopts, subject to stockholder approval, this plan which shall be known as the
WHIRLPOOL CORPORATION 1996 OMNIBUS STOCK AND INCENTIVE PLAN (the "Plan"). The
Corporation and its Subsidiaries are severally and collectively referred to
hereinafter as the "Company." The purpose of the Plan is to foster and promote
the long-term financial success of the Company and materially increase
stockholder value by: (a) strengthening the Company's capability to develop,
maintain, and direct an outstanding management team; (b) motivating superior
performance by means of long-term performance related incentives; (c)
encouraging and providing for obtaining an ownership interest in the Company;
(d) attracting and retaining outstanding executive talent by providing incentive
compensation opportunities competitive with other major companies; and (e)
enabling executives to participate in the long-term growth and financial success
of the Company.


1.2 ADMINISTRATION

(a) The Plan shall be administered by the Human Resources Committee of the Board
of Directors of the Corporation or such other committee of directors as is
designated by the Board of Directors of the Corporation (the "Committee"), which
shall consist of two or more members. Each member shall be a "disinterested
person," as that term is defined by Rule 16b-3 promulgated under the Securities
Exchange Act of 1934 (the "Exchange Act") or any similar rule which may
subsequently be in effect ("Rule 16b-3") and shall be an "outside director"
within the meaning of Section 162(m)(4)(C)(i) of the Internal Revenue Code of
1986, as it may be amended from time to time (the "Code"). The members shall be
appointed by the Board of Directors, and any vacancy on the Committee shall be
filled by the Board of Directors.

(b) Subject to the limitations of the Plan, the Committee shall have the sole
and complete authority to: (i) select from the regular, full-time employees of
the Company, those who shall participate in the Plan (a "Participant" or
"Participants"); (ii) make awards in such forms and amounts as it shall
determine; (iii) impose such limitations, restrictions and conditions upon such
awards as it shall deem appropriate; (iv) interpret the Plan and adopt, amend,
and rescind administrative guidelines and other rules and regulations relating
to the Plan; (v) correct any defect or omission or reconcile any inconsistency
in this Plan or in any award granted hereunder; and (vi) make all other
determinations and take all other actions deemed necessary or advisable for the
implementation and administration of the Plan. The Committee's determinations on
matters within its authority shall be conclusive and binding upon the Company
and all other persons.
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(c) All expenses associated with the Plan shall be borne by the Corporation
subject to such allocation to its Subsidiaries and operating units as it deems
appropriate.

(d) The Committee may, to the extent that any such action will not prevent the
Plan from complying with Rule 16b-3 or the outside director requirement of Code
Section 162(m), delegate any of its authority hereunder to such persons as it
deems appropriate.

(e) The provisions of this Plan are intended to qualify awards made to certain
Participants (hereinafter identified as "Covered Participants") under the Plan
under the "performance-based" exception to the Code (S)162(m) deduction
limitation.


1.3 SELECTION FOR PARTICIPATION

Participants shall be selected by the Committee from the employees who occupy
responsible managerial or professional positions and who have the capacity to
contribute to the success of the Company. In making this selection and in
determining the form and amount of awards, the Committee may give consideration
to the functions and responsibilities of the employee; the employee's past,
present, and potential contributions to the Company's profitability and sound
growth; the value of the employee's services to the Company; and other factors
deemed relevant by the Committee. Grants may be made to the same individual on
more than one occasion.


1.4 TYPES OF AWARDS UNDER PLAN

Awards under the Plan may be in the form of any one or more of the following:
(a) Statutory stock options ("ISOs", which term shall be deemed to include
Incentive Stock Options as defined in Section 2.5 and any future type of tax-
qualified option which may subsequently be authorized), Non-statutory Stock
Options ("NSOs" and, collectively with ISOs, "Options"), and Stock Appreciation
Rights ("SARs") as described in Article II; (b) Performance Units and
Performance Shares ("Performance Units" and "Performance Shares") as described
in Article III; and (c) Restricted Stock and Restricted Stock Equivalents
("Restricted Stock" and "Restricted Stock Equivalents") as described in Article
IV (collectively, "Awards").


1.5 SHARES SUBJECT TO THE PLAN

Shares of stock covered by Awards under the Plan may be in whole or in part
authorized and unissued or treasury shares of the Corporation's common stock,
$1.00 par value per share, or such other shares as may be substituted pursuant
to Section 6.2 ("Common Stock"). The maximum number of shares of Common Stock
which may be issued for all purposes under the Plan shall be 4 million shares
(subject to adjustment pursuant to Section 6.2). The maximum number of shares of
Common Stock which may be issued pursuant to the exercise of Options awarded
under the Plan shall be 3,750,000 shares (subject to adjustment pursuant to
Section 6.2). Any shares of Common

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Stock subject to an Option which for any reason is canceled (excluding shares
subject to an Option canceled upon the exercise of a related SAR to the extent
shares are issued upon exercise of such SAR) or terminated without having been
exercised, or any shares of Restricted Stock or Performance Shares which are
forfeited, shall again be available for Awards under the Plan. The maximum
number of shares of Common Stock which may be issued pursuant to Restricted
Stock or the cash paid with respect to Restricted Stock Equivalent awards under
the Plan shall be 1,000,000 shares (subject to adjustment pursuant to Section
6.2) or the cash equivalent thereof. No fractional shares shall be issued, and
the Committee shall determine the manner in which fractional share value shall
be treated.


1.6 MAXIMUM AWARDS PER PARTICIPANT

(a) The aggregate number of shares of Common Stock (including any cash
equivalents thereof) that a Covered Participant may receive upon exercise of all
of the Options and SARs awarded to such Covered Participant under the Plan
(including those already exercised by the Covered Participant) shall not exceed
600,000 shares or the cash equivalent thereof.

(b) The aggregate number of (i) all Performance Units and Performance Shares and
(ii) all Restricted Stock and Restricted Stock Equivalents awarded to a Covered
Participant in any calendar year shall not exceed the equivalent of 300,000
shares or the cash equivalent thereof.


1.7 GENDER AND NUMBER

Except when otherwise indicated by the context, words in the masculine gender
when used in the Plan shall include the feminine gender, the singular shall
include the plural, and the plural shall include the singular.


                                   ARTICLE II
                  STOCK OPTIONS AND STOCK APPRECIATION RIGHTS


2.1 AWARD OF STOCK OPTIONS

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

2.2 STOCK OPTION AGREEMENTS

At the discretion of the Committee, an Option awarded under the Plan may be
evidenced by a signed written agreement containing such terms and conditions as
the Committee may from time to time determine.

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2.3 OPTION PRICE

The purchase price of Common Stock under each Option (the "Option Price") shall
be the Fair Market Value of the Common Stock on the date the Option is awarded.


2.4 EXERCISE AND TERM OF OPTIONS

(a) Options awarded under the Plan shall be exercisable at such times and be
subject to such restrictions and conditions as the Committee shall approve,
either at the time of grant of such Options or pursuant to a general
determination, and which need not be the same for all Participants, provided
that no such Option shall be exercisable within the first twelve months of its
term. Each Option which is intended to qualify as an ISO pursuant to Section 422
of the Code, and each Option which is intended to qualify as another type of ISO
which may subsequently be authorized by law, shall comply with the applicable
provisions of the Code pertaining to such Options.

(b) The Committee shall establish procedures governing the exercise of Options
and shall require that written notice of exercise be given and that the Option
Price be paid in full in cash (including check, bank draft or money order) at
the time of exercise; provided, however, that such Option Price may be paid
within six business days of the time of exercise, if the Participant instructs
the Corporation to sell shares delivered on exercise as the Participant's agent
pursuant to a "cashless exercise" program or other similar program established
by the Committee. The Committee may permit a Participant, in lieu of part or all
of the cash payment, to make payment in Common Stock already owned by that
Participant, valued at Fair Market Value on the date of exercise, as partial or
full payment of the Option Price; provided, however, that the Committee may, in
any instance, in order to prevent any possible violation of law, require the
Option Price to be paid in cash. As soon as practicable after receipt of each
notice and full payment, the Company shall deliver to the Participant a
certificate or certificates representing the acquired shares of Common Stock.
The exercise of an Option shall cancel any related SAR to the extent of the
number of shares as to which the Option is exercised.


2.5 LIMITATIONS ON ISOs

Notwithstanding anything in the Plan to the contrary, to the extent required
from time to time by the Code, the following additional provisions shall apply
to the grant of Options which are intended to qualify as ISOs (as such term is
defined in Section 422 of the Code):

(a) The aggregate Fair Market Value (determined as of the date the Option is
granted) of the shares of Common Stock with respect to which ISOs are
exercisable for the first time by any Participant during any calendar year
(under all plans of the Company) shall not exceed $100,000 or such other amount
as may subsequently be specified by the Code; provided that, to the extent that
such limitation is exceeded, any excess Options (as determined under the Code)
shall be deemed to be NSOs.

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(b) Any ISO authorized under the Plan shall contain such other provisions as the
Committee shall deem advisable, but shall in all events be consistent with and
contain or be deemed to contain all provisions required in order to qualify the
Options as ISOs.

(c) All ISOs must be granted within ten years from the earlier of the date on
which this Plan was adopted by the Board of Directors or the date this Plan was
approved by the stockholders.

(d) Unless sooner exercised, terminated, or canceled, all ISOs shall expire no
later than ten years after the date of grant.


2.6 TERMINATION OF EMPLOYMENT

In the event the Participant ceases to be an employee with the consent of the
Committee or upon the Participant's death, retirement or disability, each of the
Participant's outstanding Options shall be exercisable by the Participant (or
the Participant's legal representative or designated beneficiary), to the extent
that such Option was then exercisable, at any time prior to an expiration date
established by the Committee at the time of award (which may be the original
expiration date of such Option or such earlier time as the Committee may
establish), but in no event after its respective expiration date; provided that
NSOs may be exercised up to one year after the death of a Participant even if
this is beyond their expiration date. If the Participant ceases to be an
employee for any other reason, all of the Participant's then outstanding Options
shall terminate immediately.


2.7 AWARD OF STOCK APPRECIATION RIGHTS

(a) General. A SAR is a right to receive, without payment (except for applicable
withholding taxes) to the Company, a number of shares of Common Stock, cash, or
a combination thereof, the amount of which is determined pursuant to the formula
set forth in Section 2.7(e). A SAR may be granted (i) with respect to any Option
granted under this Plan, either concurrently with the grant of such Option, or
at such later time as determined by the Committee (as to all or any portion of
the shares of Common Stock subject to the Option); (ii) with respect to any
stock option currently outstanding under other incentive plans of the
Corporation (as to all or any portion of the shares subject to the stock
option), on terms established by the Committee; or (iii) alone, without
reference to any related stock option. Each SAR granted by the Committee under
this Plan shall be subject to the terms and conditions of this Section.

(b) Number. Each SAR granted to any Participant shall relate to such number of
shares of Common Stock as shall be determined by the Committee, subject to
adjustment as provided in Section 6.2. In the case of a SAR granted with respect
to a stock option, the number of shares of Common Stock to which the SAR
pertains shall be reduced in the same proportion that the holder of the option
exercises the related stock option.

(c) Duration. The term of each SAR shall be determined by the Committee but in
no event shall a SAR be exercisable during the first year of its term. Subject
to the foregoing, unless otherwise

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provided by the Committee, each SAR shall become exercisable at such time or
times, to such extent and upon such conditions as the stock option, if any, to
which it relates is exercisable.

(d) Exercise. A SAR may be exercised, in whole or in part, by giving written
notice to the Company, specifying the number of SARs which the holder wishes to
exercise. Upon receipt of such written notice, the Company shall, within 90 days
thereafter, deliver to the exercising holder a certificate for the shares of
Common Stock or cash or both, as determined by the Committee, to which the
holder is entitled. No SAR granted to an Officer may be exercised in whole or in
part for cash except during the period described in Section 6.3(c)(ii)(1)
hereof.

(e) Payment. Subject to the right of the Committee to deliver cash in lieu of
shares of Common Stock, the number of shares of Common Stock which shall be
issuable upon the exercise of a SAR shall be determined by dividing:

      (i) the number of shares of Common Stock as to which the SAR is exercised
      multiplied by the amount of the appreciation in such shares (for this
      purpose, the "appreciation" shall be the amount by which the Fair Market
      Value of a share of Common Stock subject to the SAR on the exercise date
      exceeds (A) in the case of a SAR related to a stock option, the purchase
      price of a share of Common Stock under the stock option or (B) in the case
      of a SAR granted alone, without reference to a related stock option, an
      amount which shall be determined by the Committee at the time of grant,
      provided, however, such amount is at least equal to the Fair Market Value
      of the Common Stock on the date the SAR is awarded, (subject to adjustment
      under Section 6.2); by

      (ii) the Fair Market Value of a share of Common Stock on the exercise
      date.

In lieu of issuing shares of Common Stock upon the exercise of a SAR, the
Committee may elect to pay the holder of the SAR cash equal to the Fair Market
Value on the exercise date of any or all of the shares which would otherwise be
issuable. No fractional shares of Common Stock shall be issued upon the exercise
of a SAR; instead, the holder of the SAR shall be entitled to receive a cash
adjustment equal to the same fraction of the Fair Market Value of a share of
Common Stock on the exercise date or to purchase the portion necessary to make a
whole share at its Fair Market Value on the date of exercise.

(f) Agreement. Each SAR awarded by the Committee shall be subject to the
provisions of the Plan and such other terms and conditions as the Committee may
prescribe. At the discretion of the Committee, SARs awarded under the Plan may
be evidenced by a signed written agreement containing such terms and conditions
as the Committee may from time to time determine.

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                                  ARTICLE III
                          PERFORMANCE SHARES AND UNITS


3.1 AWARD OF PERFORMANCE UNITS AND PERFORMANCE SHARES

The Committee may award to any Participant Performance Shares and Performance
Units ("Performance Awards"). Each Performance Share shall represent one share
of Common Stock. Each Performance Unit shall represent the right of a
Participant to receive an amount equal to the value determined in the manner
established by the Committee at the time of award, which value may, without
limitation, be equal to the Fair Market Value of one share of Common Stock.


3.2 PERFORMANCE UNIT AND PERFORMANCE SHARE AGREEMENTS

Each Performance Award shall be subject to the provisions of the Plan and such
other terms and conditions as the Committee may prescribe. At the discretion of
the Committee, a Performance Award may be evidenced by a signed written
agreement containing such terms and conditions as the Committee may from time to
time determine.


3.3 ESTABLISHMENT OF PERFORMANCE ACCOUNTS

At the time of award, the Company shall establish an account (a "Performance
Account") for each Participant. Performance Units and Performance Shares awarded
to a Participant shall be credited to the Participant's Performance Account.


3.4 PERFORMANCE PERIOD AND TARGETS

(a) The performance period for each award of Performance Shares and Performance
Units shall be of such duration as the Committee shall establish at the time of
award; provided, however, that in no event will the performance period be less
than one year (the "Performance Period"). There may be more than one award in
existence at any one time and Performance Periods may differ.

(b) The Committee shall set performance targets relating to Performance Units
and Performance Shares which shall be based on one or more of the following
performance measures: stock price, market share, increase in sales, earnings per
share, return on equity, cost reductions, economic value added, or any similar
performance measure established by the Committee. Such performance targets shall
be established in writing by the Committee no later than the earlier of (i) 90
days after the commencement of the Performance Period with respect to which the
award of Performance Units or Performance Shares is made and (ii) the date as of
which twenty-five percent (25%) of such Performance Period has elapsed. At the
time of setting performance targets, the Committee shall establish superior and
satisfactory performance targets to be achieved within the Performance Period.
Failure to meet the satisfactory performance target will earn no Performance
Award.

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Performance Awards will be earned as determined by the Committee in respect of a
Performance Period in relation to the degree of attainment of performance
between the superior and satisfactory performance targets.


3.5 PAYMENT RESPECTING PERFORMANCE AWARDS

(a) Performance Awards shall be earned to the extent that their terms and
conditions are met. Notwithstanding the foregoing, Performance Awards and any
other amounts credited to the Participant's Performance Account shall be payable
to the Participant in accordance with the relevant award documents or otherwise
when, if, and to the extent that the Committee determines to make such payment.
All payment determinations shall be made by the Committee during the first four
months following the end of the Performance Period.

(b) The Participant may elect to defer any payment respecting a Performance
Award pursuant to Article V hereof.

(c) Payment for Performance Awards may be made in a lump sum or in installments,
in cash, Common Stock or in a combination thereof as the Committee may
determine.


3.6 TERMINATION OF EMPLOYMENT

In the event the Participant ceases to be an employee before the end of any
Performance Period with the consent of the Committee, or upon the Participant's
death, retirement or disability before the end of any Performance Period, the
Committee, taking into consideration the performance of such Participant and the
performance of the Company over the Performance Period, may authorize the
payment to such Participant (or the Participant's legal representative or
designated beneficiary) of all or a portion of the amount which would have been
paid to the Participant had the Participant continued as an employee to the end
of the Performance Period. In the event a Participant ceases to be an employee
for any other reason, any unpaid amounts for outstanding Performance Periods
shall be forfeited.


                                   ARTICLE IV
               RESTRICTED STOCK AND RESTRICTED STOCK EQUIVALENTS


4.1 AWARD OF RESTRICTED STOCK

The Committee may award to any Participant shares of Common Stock, subject to
this Article IV and such other terms and conditions as the Committee may
prescribe (such shares being herein called "Restricted Stock"). Each certificate
for Restricted Stock shall be registered in the name of the Participant and
deposited by the Participant, together with a stock power endorsed in blank,
with the Corporation.

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4.2 RESTRICTED STOCK AGREEMENT

At the discretion of the Committee, Restricted Stock awarded under the Plan may
be evidenced by a signed written agreement containing such terms and conditions
as the Committee may from time to time determine.


4.3 RESTRICTION PERIOD

At the time of award there shall be established for each Participant, subject to
Paragraph 4.6, a restriction period (the "Restriction Period") which shall lapse
(a) upon the completion of a period of time ("Time Goal") as shall be determined
by the Committee, or (b) upon the achievement of stock price goals within
certain time limitations ("Price/Time Goal") as shall be determined by the
Committee, provided that such Time Goal shall last at least until the third year
anniversary of the date of the award or Price/Time Goal shall last at least
until the first year anniversary of the date of the award. Shares of Restricted
Stock may not be sold, assigned, transferred, pledged or otherwise encumbered,
except as hereinafter provided, during the Restriction Period. Except for such
restrictions on transfer, the Participant as owner of such shares of Restricted
Stock shall have all the rights of a holder of Common Stock. With respect to
shares of Restricted Stock which are issued subject to a Time Goal, the
Corporation shall redeliver to the Participant (or the Participant's legal
representative or designated beneficiary) the certificates deposited pursuant to
Section 4.1 at the expiration of the Restriction Period. With respect to shares
of Restricted Stock which are issued subject to a Price/Time Goal, the
Corporation shall redeliver to the Participant (or the Participant's legal
representative or designated beneficiary) the certificates deposited pursuant to
Section 4.1 upon the achievement of the goal on or before the close of the
Restriction Period. With respect to shares of Restricted Stock which are issued
subject to a Price/Time Goal which fail to meet the goal before the end of the
restriction period, all such shares shall be forfeited, and the Corporation
shall have the right to complete a blank stock power in order to return such
shares to the Corporation.


4.4 TERMINATION OF EMPLOYMENT

(a) In the event the Participant ceases to be an employee with the consent of
the Committee or upon the Participant's death, retirement or disability before
the end of the Restriction Period and the Participant has received an award
subject to a Time Goal, the restrictions imposed under this Article IV shall
lapse with respect to such number of those shares subject to a Time Goal as
shall be determined by the Committee, but, in no event less than a number equal
to the product of (a) a fraction, the numerator of which is the number of
completed months elapsed after the date of award of the Restricted Stock subject
to a Time Goal to the Participant to the date of termination and the denominator
of which is the number of months in the Restriction Period multiplied by (b) the
number of shares of Restricted Stock subject to a Time Goal; provided, however,
that notwithstanding the foregoing, no restrictions shall lapse if the
Participant ceases to be an employee prior to the three year anniversary of the
date upon which the award was granted.

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(b) In the event the Participant ceases to be an employee with the consent of
the Committee or upon the Participant's death, retirement or disability before
the end of the Restriction Period and the Participant has received an award
subject to a Price/Time Goal, the restrictions imposed under this Article IV
shall lapse upon the achievement of the Price/Time Goal within two years of the
Participant's termination of employment with respect to such number of those
shares subject to a Price/Time Goal as shall be determined by the Committee,
but, in no event, less than a number equal to the product of (a) a fraction, the
numerator of which is the number of completed months elapsed after the date of
award of the Restricted Stock subject to a Price/Time Goal to the Participant to
the date of termination and the denominator of which is the number of months
elapsed after the date award of the Restricted Stock subject to a Price/Time
Goal to the Participant to the date of achievement of the Price/Time Goal
multiplied by (b) the number of shares of Restricted Stock subject to a
Price/Time Goal; provided, however, that notwithstanding the foregoing, no
restrictions shall lapse if the Participant ceases to be an employee prior to
the first year anniversary of the date upon with the award was granted.

(c) In the event the Participant ceases to be an employee for any other reason,
all shares of Restricted Stock theretofore awarded to that Participant which are
still subject to restrictions shall be forfeited and the Corporation shall have
the right to complete the blank stock power.


4.5 AWARD OF RESTRICTED STOCK EQUIVALENTS

In lieu of or in addition to the foregoing Restricted Stock Awards, the
Committee may award to any Participant restricted stock equivalents, subject to
the terms and conditions of Paragraphs 4.2, 4.3, and 4.4 of this Article IV
being applied to such awards as if those awards were for Restricted Stock and
subject to such other terms and conditions as the Committee may prescribe
("Restricted Stock Equivalents"). Each Restricted Stock Equivalent shall
represent the right of the Participant to receive an amount determined in the
manner established by the Committee at the time of award, which value may,
without limitation, be equal to the Fair Market Value of one share of Common
Stock. Payment for Restricted Stock Equivalents may be made in a lump sum or in
installments, in cash, Common Stock, or in a combination thereof as the
Committee may determine.


4.6  CERTAIN RESTRICTED STOCK AND RESTRICTED STOCK EQUIVALENTS AWARDED TO
COVERED PARTICIPANTS

Any Restricted Stock or Restricted Stock Equivalent awarded to a Covered
Participant which the Committee intends to qualify for the performance-based
exception under Code Section 162(m) shall be subject to a Price/Time Goal. With
respect to any such award, the stock price goals upon which the restrictions
imposed will lapse shall consist of one or more of the following performance
goals: stock price, market share, sales increases, earnings per share, return on
equity, cost reductions, economic value added, or any similar performance
measure established by the Committee. Such measures shall be established in
writing by the Committee no later than the earlier of (a) 90 days after the
commencement of the performance period with respect to which the award of
Restricted

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Stock or restricted stock equivalent is made and (b) the date as of which
twenty-five percent (25%) of such performance period has elapsed.


                                   ARTICLE V
                              DEFERRAL OF PAYMENTS


5.1 ELECTION TO DEFER

A Participant may elect, with the consent of the Committee, no later than
December 31 of the last full calendar year of the Performance Period, to defer
all or a portion of the Participant's Performance Award within deferral limits
established by the Committee (the "Deferred Amount"). The Committee may permit
amounts now or hereafter deferred or available for deferral under any present or
future incentive compensation program or deferral arrangement of the Company to
be deemed Deferred Amounts and to become subject to the provisions of this
Article. All Deferred Amounts will be subject to such terms and conditions, and
shall accrue such yield thereon (which may be measured by the Fair Market Value
of the Common Stock and dividends thereon) as the Committee may from time to
time establish.


5.2 DEFERRAL PERIOD

The Participant may, with the consent of the Committee, elect to receive payment
of Deferred Amounts and any yield thereon either before or after retirement in a
lump sum or in installments. Upon the death of a Participant, payments of any
amounts hereunder shall be made to the Participant's designated beneficiary
(pursuant to Section 6.13) or estate (in the absence of a designated
beneficiary) in the manner elected by the Participant or (in the event the
Participant made no election) in the manner determined by the Committee. The
period between the date the Participant's Deferred Amount becomes payable and
the final payment of such Deferred Amount hereunder shall be known as the
"Deferral Period."


5.3 PARTICIPANT REPORTS

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


5.4 PAYMENT OF DEFERRED AMOUNTS

Unless otherwise agreed by the Corporation and the Participant, payment of
Deferred Amounts may be in cash, Common Stock, or partly in cash and partly in
Common Stock, as the Committee shall determine.

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5.5 ESTABLISHMENT OF TRUST

The Committee, in its sole discretion, may establish a trust to hold Deferred
Amounts or any portion thereof for the benefit of Participants.



                                   ARTICLE VI
                            MISCELLANEOUS PROVISIONS


6.1 NON-TRANSFERABILITY

Except as provided below, no Award under the Plan (including any Deferred
Amount), and no interest therein, shall be transferable by the Participant
otherwise than by will or, if the Participant dies intestate, by the laws of
descent and distribution. All Awards shall be exercisable or received during the
Participant's lifetime only by the Participant or his legal representative.
Notwithstanding the foregoing, the Committee may from time to time permit awards
to be transferable subject to such terms and conditions as the Committee may
impose. Any transfer contrary to this Section 6.1 will nullify the Award.


6.2 ADJUSTMENTS UPON CERTAIN CHANGES:

In the event of a stock dividend or stock split, or combination or other
increase or reduction in the number of issued shares of Common Stock, the Board
of Directors or the Committee may, in order to prevent the dilution or
enlargement of rights under Awards (including Deferred Amounts), make such
adjustments in the number and type of shares authorized by this Plan, the number
and type of shares covered by, or with respect to which payments are measured
under, outstanding Awards and the exercise prices specified therein as may be
determined to be appropriate and equitable. The Committee may, notwithstanding
any other provision of the Plan to the contrary, provide in the documents
evidencing any Award (including Deferred Amounts) for adjustments to such Award
in order to prevent the dilution or enlargement of rights thereunder or to
provide for acceleration of benefits thereunder in the event of a change in
control, merger, consolidation, reorganization, recapitalization, sale or
exchange of substantially all assets or dissolution of or spin-off or similar
transaction by the Corporation; provided, however, that no such provision shall
require such acceleration of benefits in connection with a change in control as
to any Award (including Deferred Amounts) held by either (a) a Participant who
is an elected officer of the Corporation immediately prior to the transaction or
series of transactions in which the change in control (the "Transaction") is to
occur or (b) any other Participant who is designated by the Committee at the
time the Award is made or subsequently thereto and, in either such case, who
will hold an "Excess Equity Interest" in the Corporation, its successor or any
of its affiliates after such change in control, unless a majority of the
disinterested members of the Board of Directors approves such acceleration prior
to the change in control. An "Excess Equity Interest" means that (i) the
percentage interest in the Common Stock and similar securities of the
Corporation, its successor, or any of its affiliates to be

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beneficially owned by the Participant after the change in control ("Post-Change
Securities") will exceed (A) one-half of one percent (0.5%) and (B) the
percentage interest in the Common Stock of the Corporation beneficially owned by
the Participant immediately prior to the Transaction, such percentages to be
determined on a fully-diluted basis, or (ii) the Participant will receive in
connection with the change in control (in exchange for his Common Stock, as
compensation and otherwise) a greater amount of Post-Change Securities, per
share of Common Stock of the Corporation beneficially owned by him (including
shares which may be acquired under stock options) immediately prior to the
Transaction than stockholders of the Corporation who are not employed by the
Company will have the right to receive, per share of Common Stock of the
Corporation held by such stockholders.

6.3 TAX WITHHOLDING

(a) The Company shall have the power to withhold, or require a Participant to
remit to the Company, an amount sufficient to satisfy any withholding or other
tax due from the Corporation with respect to any amount payable and/or shares
issuable under the Plan, and the Corporation may defer such payment or issuance
unless indemnified to its satisfaction.

(b) Subject to the consent of the Committee, due to (i) the exercise of a NSO,
(ii) lapse of restrictions on a Restricted Stock Award, or (iii) the issuance of
any other stock award under the Plan, a Participant may make an irrevocable
election (an "Election") to (A) have shares of Common Stock otherwise issuable
under (i) withheld, or (B) tender back to the Corporation shares of Common Stock
received pursuant to (i), (ii), or (iii), or (C) deliver back to the Corporation
pursuant to (i), (ii), or (iii) previously-acquired shares of Common Stock of
the Corporation having a Fair Market Value sufficient to satisfy all or part of
the Participant's estimated tax obligations associated with the transaction.
Such Election must be made by a Participant prior to the date on which the
relevant tax obligation arises (the "Tax Date"). The Committee may disapprove of
any Election, may suspend or terminate the right to make Elections, or may
provide with respect to any Award under this Plan that the right to make
Elections shall not apply to such Awards.

(c) If a Participant is an officer, as that term is used in Rule 16a-1
promulgated under the Exchange Act or any similar rule which may subsequently be
in effect (an "Officer"), then an Election must be made and must be effective
either (1) during a period beginning on the third business day following the
date of release for publication of the Company's quarterly or annual summary
statements of sales and earnings and ending on the twelfth business day
following such date or (2) at least six months prior to the Tax Date.

6.4 CONDITIONS ON AWARDS

In the event that the employment of a Participant holding any unexercised Option
or SAR, any unearned Performance Award, any unearned shares of Restricted Stock,
or any unearned Restricted Stock Equivalents shall terminate with the consent of
the Committee or by reason of retirement or disability, the rights of such
Participant to any such Award shall be subject to the conditions that

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until any such Option or SAR is exercised, or any such Performance Award, share
of Restricted Stock or Restricted Stock Equivalent is earned, the Participant
shall (a) not engage, either directly or indirectly, in any manner or capacity
as advisor, principal, agent, partner, officer, director, employee, member of
any association or otherwise, in any business or activity which is at the time
competitive with any business or activity conducted by the Company and (b) be
available, unless the Participant shall have died, at reasonable times for
consultations (which shall not require substantial time or effort) at the
request of the Company's management with respect to phases of the business with
which the Participant was actively connected during the Participant's
employment, but such consultations shall not (except in the case of a
Participant whose active service was outside of the United States) be required
to be performed at any place or places outside of the United States of America
or during usual vacation periods or periods of illness or other incapacity. In
the event that either of the above conditions is not fulfilled, the Participant
shall forfeit all rights to any unexercised Option or SAR, Performance Award,
shares of Restricted Stock or Restricted Stock Equivalents held as on the date
of the breach of condition. Any determination by the Board of Directors of the
Corporation, which shall act upon the recommendation of the Chairman, that the
Participant is, or has, engaged in a competitive business or activity as
aforesaid or has not been available for consultations as aforesaid shall be
conclusive.

6.5 AMENDMENT, SUSPENSION AND TERMINATION OF PLAN

The Board of Directors may suspend or terminate the Plan or any portion thereof
at any time and may amend it from time to time in such respects as the Board of
Directors may deem advisable in order that any Awards thereunder shall conform
to or otherwise reflect any change in applicable laws or regulations, or to
permit the Company or its employees to enjoy the benefits of any change in
applicable laws or regulations, or in any other respect the Board of Directors
may deem to be in the best interests of the Company; provided, however, that no
such amendment shall, without stock-holder approval to the extent required by
law, agreement, or the rules of any exchange upon which the Common Stock is
listed, (i) except as provided in Section 6.2, materially increase the number of
shares of Common Stock which may be issued under the Plan, (ii) materially
modify the requirements as to eligibility for participation in the Plan, (iii)
materially increase the benefits accruing to Participants under the Plan, or
(iv) extend the termination date of the Plan. No such amendment, suspension or
termination shall (A) impair the rights of Participants under outstanding
Options, SARs, Performance Awards, awards of Restricted Stock or Restricted
Stock Equivalents, Performance Accounts or Deferred Amounts without the consent
of the Participants affected thereby or (B) make any change that would
disqualify the Plan, or any other plan of the Corporation intended to be so
qualified, from the exemption provided by Rule 16b-3.

6.6 FOREIGN ALTERNATIVES

Notwithstanding the other provisions of the Plan, in the case of any Award
(including any Deferred Amount) to any Participant who is an employee of a
foreign Subsidiary or foreign branch of the Company or held by a Participant who
is in any other category specified by the Committee, the Committee may specify
that such Award shall not be represented by shares of Common Stock or

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other securities but shall be represented by rights approximately equivalent (as
determined by the Committee) to the rights that such Participant would have
received if shares of Common Stock or other securities had been issued in the
name of such Participant other-wise in accordance with the Plan (such rights
being hereinafter called "Stock Equivalents"). The Stock Equivalents
representing any such Award may subsequently, at the option of the Committee, be
converted into cash or an equivalent number of shares of Common Stock or other
securities under such circumstances and in such manner as the Committee may
determine.

6.7 DEFINITIONS AND OTHER GENERAL PROVISIONS

(a) The terms "retirement" and "disability" as used under the Plan shall be
construed by reference to the provisions of the pension plan or other similar
plan or program of the Company applicable to a Participant.

(b) The term "Fair Market Value" as it relates to Common Stock on any given date
means (i) the mean of the high and low sales prices of the Corporation's Common
Stock as reported by the Composite Tape of the New York Stock Exchange (or, if
not so reported, on any domestic stock exchanges on which the Common Stock is
then listed); or (ii) if the Common Stock is not listed on any domestic stock
exchange, the mean of the high and low sales prices of the Corporation's Common
Stock as reported by the Nasdaq Stock Market on such date or the last previous
date reported (or, if not so reported, by the system then regarded as the most
reliable source of such quotations) or, if there are no reported sales on such
date, the mean of the closing bid and asked prices as so reported; or (iii) if
the Common Stock is listed on a domestic exchange or quoted in the domestic
over-the-counter market, but there are not reported sales or quotations, as the
case may be, on the given date, the value determined pursuant to (i) or (ii)
above using the reported sale prices or quotations on the last previous date on
which so reported; or (iv) if none of the foregoing clauses apply, the fair
value as determined in good faith by the Corporation's Board of Directors or the
Committee.

(c) The term "Subsidiary" shall mean, unless the context otherwise requires, any
corporation (other than the Corporation) in an unbroken chain of corporations
beginning with the Corporation if each of the corporations other than the last
corporation in such chain owns stock possessing at least 20% of the voting power
in one of the other corporations in such chain.

(d) The adoption of the Plan shall not preclude the adoption by appropriate
means of any other stock option or other incentive plan for employees.

6.8 NON-UNIFORM DETERMINATIONS

The Committee's determinations under the Plan, including without limitation, (a)
the determination of the Participants to receive Awards, (b) the form, amount
and timing of such Awards, (c) the terms and provisions of such Awards and (d)
the agreements, if any, evidencing the same, need not be

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uniform and may be made by it selectively among Participants who receive, or who
are eligible to receive, Awards under the Plan, whether or not such Participants
are similarly situated.

6.9 SUSPENSIONS, LEAVES OF ABSENCE, AND TRANSFERS

The Committee shall be entitled to make such rules, regulations and
determinations as it deems appropriate under the Plan in respect of any
suspension of employment or leave of absence from the Company granted to a
Participant. Without limiting the generality of the foregoing, the Committee
shall be entitled to determine (a) whether or not any such suspension or leave
of absence shall be treated as if the Participant ceased to be an employee and
(b) the impact, if any, of any such suspension or leave of absence on Awards
under the Plan. In the event a Participant transfers within the Company, such
Participant shall not be deemed to have ceased to be an employee for purposes of
the Plan.

6.10 LISTING, REGISTRATION, AND LEGAL COMPLIANCE

Each Award (including Deferred Amounts) shall be subject to the requirement that
if at any time the Committee shall determine, in its discretion, that the
listing, registration, or qualification of such Award, or any shares of Common
Stock or other property subject thereto, upon any securities exchange or under
any foreign, federal, or state securities or other law or regulation, or the
consent or approval of any governmental body or the taking of any other action
to comply with or otherwise with respect to any such law or regulation, is
necessary or desirable as a condition to or in connection with the granting of
such Award or the issue, delivery or purchase of shares of Common Stock or other
property thereunder, no such Award may be exercised or paid in Common Stock or
other property unless such listing, registration, qualification, consent,
approval, or other action shall have been effected or obtained free of any
conditions not acceptable to the Committee and the holder of the Award will
supply the Corporation with such certificates, representations and information
as the Corporation shall request and shall otherwise cooperate with the
Corporation in effecting or obtaining such listing, registration, qualification,
consent, approval or other action. In the case of Officers and other persons
subject to Section 16(b) of the Exchange Act, the Committee may at any time
impose any limitations upon the exercise, delivery, or payment of any Award
(including Deferred Amounts) which, in the discretion of the Committee, are
necessary or desirable in order to comply with Section 16(b) and the rules and
regulations thereunder. If the Corporation, as part of an offering of securities
or otherwise, finds it desirable because of foreign, federal, or state legal or
regulatory requirements to reduce the period during which Options or SARs may be
exercised, the Committee may, in its discretion and without the holders'
consent, so reduce such period on not less than 15 days' written notice to the
holders thereof.

6.11 LOANS

The Committee may provide for the Corporation or any Subsidiary to make loans to
finance the exercise of any Option as well as the estimated or actual amount of
any taxes payable by the holder

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as a result of the exercise or payment of any Option and may prescribe, or may
empower the Corporation or such Subsidiary to prescribe, the other terms and
conditions (including but not limited to the interest rate, maturity date and
whether the loan will be secured or unsecured) of any such loan; provided,
however, that notwithstanding the foregoing, all loans made pursuant to this
provision shall include an interest rate on the outstanding balance of the loan
at a rate of at least the then prevailing rate the Corporation would be charged
by an unaffiliated lender for a loan of a similar nature and maturity.

6.12 INDEMNIFICATION

Each person who is or shall have been a member of the Committee shall be
indemnified and held harmless by the Corporation against and from any loss,
cost, liability, or expense that may be imposed upon or reasonably incurred by
that person in connection with or resulting from any claim, action, suit, or
proceeding to which that person may be a party or in which that person may be
involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by that person in settlement thereof,
with the Corporation's approval, or paid by that person in satisfaction of any
judgment in any such action, suit, or proceeding against that person, provided
that person shall give the Corporation an opportunity, at its own expense, to
handle and defend the same before that person undertakes to handle and defend it
on that person's own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Corporation's Certificate of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Corporation may have to
indemnify them or hold them harmless.

6.13 BENEFICIARY DESIGNATION

Each Participant under the Plan may name, from time to time, any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of the Participant's death before
the Participant receives any or all of such benefit. Each designation will
revoke all prior designations by the same Participant, shall be in a form
prescribed by the Committee, and will be effective only when filed by the
Participant in writing with the Committee during the Participant's lifetime. In
the absence of any such designation, benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate.

6.14 RIGHTS OF PARTICIPANTS

Nothing in the Plan shall interfere with or limit in any way the right of the
Company to terminate any Participant's employment at any time, nor confer upon
any Participant any right to continue in the employ of the Company for any
period of time or to continue the Participant's present or any other rate of
compensation. No employee shall have a right to be selected as a Participant,
or, having been so selected, to be selected again as a Participant.

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6.15 COMPLIANCE WITH PROVISIONS OF TAX AND SECURITIES LAW

It is the intent of the Corporation that the Plan comply in all respects with
Rule 16b-3 under the Exchange Act and Section 162(m) of the Code, that any
ambiguities or inconsistencies in construction of the Plan be interpreted to
give effect to such intention and that if any provision of the Plan is found not
to be in compliance with Rule 16b-3 or Section 162(m), such provision shall be
deemed null and void to the extent required to permit the Plan to comply with
Rule 16b-3 or Section 162(m), as the case may be.

6.16 REQUIREMENTS OF LAW, GOVERNING LAW

The granting of Awards and the issuance of shares of Common Stock shall be
subject to all applicable laws, rules and regulations, and to such approvals by
any governmental agencies or national securities exchanges as may be required.
The Plan, and all related award documents, shall be construed in accordance with
and governed by the laws of the State of Delaware. . The provisions of the Plan
shall be interpreted so as to comply with the conditions or requirements of Rule
16b-3 under the Exchange Act, unless a contrary interpretation of any such
provisions is otherwise required by applicable law.

6.17 EFFECTIVE DATE

The Plan shall, subject to the approval of the holders of a majority of the
shares of Common Stock present at the 1996 annual meeting of the Corporation's
stockholders, be deemed effective as of January 1, 1996. No awards of Options,
SARs, Performance Units, Performance Shares or shares of Restricted Stock or
Restricted Stock Equivalents shall be made hereunder after December 31, 2005.

(Rev. 02/16/99)

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