EXHIBIT 10.15.1


                  1994 UNION CARBIDE LONG-TERM INCENTIVE PLAN

SECTION 1: PURPOSE.  The purpose of the 1994 Union Carbide  Long-Term  Incentive
Plan (hereinafter  referred to as the "Plan") is to (a) advance the interests of
Union Carbide  Corporation (the "Corporation") and its stockholders by providing
incentives and rewards to those employees who are in a position to contribute to
the  long-term  growth  and  profitability  of the  Corporation;  (b) assist the
Corporation and its  subsidiaries and affiliates in attracting,  retaining,  and
motivating  highly  qualified  employees  for the  successful  conduct  of their
business;  and (c) make the Corporation's  compensation program competitive with
those of other major employers.

SECTION 2:  DEFINITIONS.

          2.1 A "Change in Control of the Corporation"  shall be deemed to occur
in the event that any of the following circumstances have occurred:

              (i)if a change in control of the Corporation would be required
                     to be reported in response to Item 1(a) of the Current
                     Report on Form 8-K as in effect on the date hereof,
                     pursuant to Sections 13 or 15(d)of the Exchange  Act,
                     whether or not the Corporation is then subject to such
                     reporting requirement;

              (ii)   any  "person"  or "group"  within the  meaning of  Sections
                     13(d) and  14(d)(2)  of the  Exchange  Act (x)  becomes the
                     "beneficial  owner",  as defined  in rule  13d-3  under the
                     Exchange  Act,  of more  than 20% of the  then  outstanding
                     voting  securities  of  the  Corporation,   otherwise  than
                     through  a  transaction  or  transactions  arranged  by, or
                     consummated  with the prior  approval  of, the Board or (y)
                     acquires  by proxy or  otherwise  the right to vote for the
                     election of directors,  for any merger or  consolidation of
                     the  Corporation or for any other matter or question,  more
                     than 20% of the then outstanding  voting  securities of the
                     Corporation,  otherwise  than  through  an  arrangement  or
                     arrangements  consummated  with the prior  approval  of the
                     Board;

              (iii)if during any period of twenty-four consecutive months (not

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                     including   any  period  prior  to  the  adoption  of  this
                     section),  Present Directors and/or New Directors cease for
                     any reason to constitute a majority of the Board.

                     For purposes of this subsection (iii),  "Present Directors"
                     shall  mean  individuals  who  at  the  beginning  of  such
                     consecutive  twenty-four  month  period were members of the
                     Board and "New  Directors"  shall mean any  director  whose
                     election by the Board or whose  nomination  for election by
                     the Corporation's stockholders was approved by a vote of at
                     least  two-thirds of the Directors then still in office who
                     were Present Directors or New Directors; or

              (iv)   any  "person"  or "group"  within the  meaning of  Sections
                     13(d)  and  14(d)(2)  of  the  Exchange  Act  that  is  the
                     "beneficial  owner"  as  defined  in Rule  13d-3  under the
                     Exchange Act of 20% or more of the then outstanding  voting
                     securities of the Corporation commences soliciting proxies.


          2.2:  "Code"  means  the  Internal  Revenue  Code of  1986,  as now or
hereafter amended.

          2.3:  "Employee"  means  all  employees  of  the  Corporation  or of a
subsidiary or affiliate of the Corporation  participating in the Plan, including
officers of the Corporation, as well as officers of the Corporation who are also
directors of the  Corporation.  However,  an  individual  who is a member of the
Committee shall not be an "employee" for purposes of this Plan.

          2.4: "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

          2.5:  "Exercise  Payment"  is a payment  upon the  exercise of a stock
option of an amount determined by the Committee in its discretion,  which amount
shall not be greater  than 60% of the excess of the Market Price over the option
price of the stock acquired upon the exercise of the option.


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          2.6:  "Incentive Stock Option" means any stock option granted pursuant
to this Plan which is designated  as such by the  Committee  and which  complies
with Section 422 of the Code.

          2.7:  "Market  Price"  is the mean of the high and low  prices  of the
common   stock  of  the   Corporation   as   reported  in  the  New  York  Stock
Exchange-Composite  Transactions  on the date the  option or stock  appreciation
right is  exercised  (or on the next  preceding  day such  stock was traded on a
stock exchange included in the New York Stock Exchange-Composite Transactions if
it was not  traded  on any  such  exchange  on the  date  the  option  or  stock
appreciation  right  is  exercised),   except  that  in  the  case  of  a  stock
appreciation right that is exercised for cash during the first three days of the
ten-day  period set forth in Section 7.5,  "Market  Price" is the highest  daily
closing price of the common stock of the Corporation as reported in the New York
Stock    Exchange-Composite    Transactions    during   such   ten-day   period.
Notwithstanding  the  foregoing  provisions,  if a stock  appreciation  right is
exercised during the 60-day period commencing on the date of a Change in Control
of the  Corporation,  the Market  Price for  purposes of  determining  the stock
appreciation shall be the highest of (1) the market price of the common stock of
the  Corporation,  as determined under the preceding  sentence;  (2) the highest
market price of a share of the common stock of the Corporation during the period
commencing  on the  ninetieth  day  preceding  the date of exercise of the stock
appreciation  right and ending on the date of exercise of the stock appreciation
right; (3) the highest price per share of common stock of the Corporation  shown
on Schedule 13D or an amendment  thereto filed  pursuant to Section 13(d) of the
Securities Exchange Act of 1934 by any person holding 20% of the combined voting
power  of the  Corporation's  then  outstanding  voting  securities;  or (4) the


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highest  price paid or to be paid per share of common  stock of the  Corporation
pursuant to a tender or exchange  offer as  determined  by the  Committee.

          2.8:  "Non-Qualified  Stock  Option"  means any stock  option  granted
pursuant to this Plan which is not an Incentive Stock Option.

          2.9:  "Retirement"  shall  mean  retirement  from  employment  by  the
Corporation or a subsidiary or affiliate with the right to receive immediately a
non-actuarially reduced pension under the Corporation's Retirement Program.

          2.10:  "Restricted  Stock" means stock of the  Corporation  subject to
restrictions on the transfer of such stock, conditions of forfeitability of such
stock, or any other  limitations or restrictions as determined by the Committee.

          2.11: "Stock  Appreciation" shall be based on the excess of the Market
Price of the common stock over the option price of the related option stock,  as
determined by the Committee.

SECTION 3: PARTICIPATION. The Participants in the Plan ("Participants") shall be
those  Employees  serving  in  a  managerial,  administrative,  or  professional
position who are  selected to  participate  in the Plan by the  Committee of the
Board of Directors of the  Corporation  named to administer the Plan pursuant to
Section  4.

SECTION 4:  ADMINISTRATION.  The Plan shall be administered and interpreted by a
Committee  of three or more  members  of the  Board  of  Directors  (hereinafter
referred to as the "Committee") appointed by the Board. Members of the Committee
are not eligible to participate in the Plan and no member may have been eligible
for  selection  as a person to whom  stock  may be  allocated  or to whom  stock


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options or stock appreciation  rights may be granted pursuant to the Plan or any
other plan of the Corporation or any of its affiliates  within one year prior to
serving on the Committee. All decisions and acts of the Committee shall be final
and binding upon all Participants. The Committee shall: (i) determine the number
and types of awards to be made under the Plan; (ii) select the awards to be made
to  Participants;  (iii) set the  option  price,  the  number of  options  to be
awarded,  and the  number  of shares to be  awarded  out of the total  number of
shares available for award;  (iv) delegate to the Chief Executive Officer of the
Corporation the right to allocate awards among Employees who are not officers or
directors  of the  Corporation  within the  meaning of the  Exchange  Act,  such
delegation  to be subject to such terms and  conditions  as the Committee in its
discretion shall determine; (v) establish administrative  regulations to further
the purpose of the Plan;  and (vi) take any other action  desirable or necessary
to interpret, construe or implement properly the provisions of the Plan.

SECTION 5: AWARDS.  Awards under this Plan may be in any of the following  forms
(or a combination  thereof):  (i) stock option awards;  (ii) stock  appreciation
rights; (iii) exercise payment rights; (iv) grants of stock or Restricted Stock;
or (v) performance  awards.  Except as otherwise  defined herein,  "stock" shall
mean the common stock, $1.00 par value, of the Corporation.  All awards shall be
made pursuant to award  agreements  between the Participant and the Corporation.
The  agreements  shall be in such form as the  Committee  approves  from time to
time.

          a.  MAXIMUM  AMOUNT  AVAILABLE.  The  total  number of shares of stock
(including  Restricted Stock, if any) optioned or granted under this Plan during
the term of the Plan shall not exceed  7,500,000  shares.  No Participant may be


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granted,  in the  aggregate,  awards  which  would  result  in  the  Participant
receiving  more than 10% of the  maximum  number of shares  available  for award
under the Plan.  Solely for the purpose of computing  the total number of shares
of stock  optioned  or granted  under this Plan,  there shall not be counted any
shares  which have been  forfeited  and any shares  covered by an option  which,
prior to such  computation,  has terminated in accordance  with its terms or has
been canceled by the Participant or the Corporation.

          b. ADJUSTMENT IN THE EVENT OF  RECAPITALIZATION,  ETC. In the event of
any change in the  outstanding  shares of the Corporation by reason of any stock
split, stock dividend, recapitalization,  merger, consolidation,  combination or
exchange  of shares  or other  similar  corporate  change or in the event of any
special  distribution  to  the  stockholders,  the  Committee  shall  make  such
equitable adjustments in the number of shares and prices per share applicable to
options  then  outstanding  and in the  number  of shares  which  are  available
thereafter  for Stock Option  Awards or other  awards,  both under the Plan as a
whole and with respect to individuals, as the Committee determines are necessary
and  appropriate.  Any such  adjustment  shall be conclusive and binding for all
purposes of the Plan.

SECTION 6: STOCK OPTIONS.

          6.1: The  Corporation  may award  options to purchase  common stock or
Restricted  Stock of the Corporation  (hereinafter  referred to as "Stock Option
Awards") to such  Participants as the Committee,  or the Chief Executive Officer
of the  Corporation,  if the Committee in its discretion  delegates the right to
allocate  awards  pursuant to Section 4,  authorizes and under such terms as the
Committee establishes.  The Committee shall determine with respect to each Stock


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Option Award and designate in the grant  whether a Participant  is to receive an
Incentive Stock Option or a Non-Qualified Stock Option.

          6.2: The option price of each share of stock subject to a Stock Option
Award shall be specified in the grant,  but in no event shall the exercise price
be less than the closing  price of the common  stock of the  Corporation  on the
date  the   award   is   authorized   as   reported   in  the  New  York   Stock
Exchange-Composite  Transactions.  If the Participant to whom an Incentive Stock
Option is granted owns, at the time of the grant, more than ten percent (10%) of
the  combined  voting  power  of  the  Participant's  employer  or a  parent  or
subsidiary of the  employer,  the option price of each share of stock subject to
such grant shall be not less than one hundred ten percent  (110%) of the closing
price described in the preceding sentence.

          6.3:  A stock  option by its terms  shall not be  transferable  by the
Participant  other than by will or the laws of descent  and  distribution,  and,
during the Participant's  lifetime, will be exercisable only by the Participant.
A stock  option by its terms also  shall be of no more than 10 years'  duration,
except that an Incentive Stock Option granted to a Participant  who, at the time
of the  grant,  owns  stock  representing  more  than ten  percent  (10%) of the
combined voting power of the Participant's employer or a parent or subsidiary of
the employer shall be by its terms be of no more than five (5) years'  duration.
A stock option by its terms shall be exercisable only after the earliest of: (i)
such period of time as the Committee  shall  determine and specify in the grant,
but in no event less than one year  following  the date of grant of such  award;
(ii) the  Participant's  death; or (iii) a Change in Control of the Corporation.

          An option is only  exercisable by a Participant  while the Participant
is in active employment with the Corporation,  or its subsidiary,  except (i) in


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the case of a  Participant's  death,  Retirement  or  disability;  (ii) during a
three-year  period  commencing  on the date of a  Participant's  termination  of
employment by the  Corporation  other than for cause;  (iii) during a three-year
period  commencing  on  the  date  of  termination,  by the  Participant  or the
Corporation, of employment after a Change in Control of the Corporation,  unless
such  termination of employment is for cause;  or (iv) if the Committee  decides
that  it is in  the  best  interest  of the  Corporation  to  permit  individual
exceptions.  An option may not be exercised pursuant to this paragraph after the
expiration date of the option.

          6.4:  An option may be  exercised  with  respect to part or all of the
shares subject to the option by giving written notice to the  Corporation of the
exercise of the option.  The option  price for the shares for which an option is
exercised  shall  be paid on or  within  ten  business  days  after  the date of
exercise in cash,  in whole shares of common stock of the  Corporation  owned by
the Participant  prior to exercising the option, or in a combination of cash and
such shares of common stock. The value of any share of common stock delivered in
payment of the option  price shall be its Market Price on the date the option is
exercised.

          6.5:  The  Committee  may, in its  discretion,  grant to  Participants
holding stock options the right to receive with respect to each share covered by
an option  payments  of amounts  equal to the  regular  cash  dividends  paid to
holders of the  Company's  common  stock  during  the period  that the option is
outstanding (such payments are hereinafter referred to as "Dividend  Payments").

          6.6:  The  aggregate  fair  market  value of all  shares of stock with
respect to which Incentive Stock Options are exercisable for the first time by a
Participant in any one calendar year,  under this Plan or any other stock option
plan  maintained  by the  Corporation  (or by any  subsidiary  or  parent of the


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Corporation), shall not exceed $100,000. The fair market value of such shares of
stock  shall be the mean of the high and low prices of the  common  stock of the
Corporation as reported in the New York Stock Exchange - Composite  Transactions
on the date the related  stock option is granted (or on the next  preceding  day
such  stock  was  traded  on a stock  exchange  included  in the New York  Stock
Exchange - Composite  Transactions  if it was not traded on any such exchange on
the date the related  stock  option is granted).

SECTION 7: STOCK  APPRECIATION RIGHTS.

          7.1: The Committee may, in its  discretion,  grant stock  appreciation
rights  to  Participants  who have  received  a Stock  Option  Award.  The stock
appreciation  rights may  relate to such  number of shares,  not  exceeding  the
number of shares that the  Participant  may acquire  upon  exercise of a related
stock option, as the Committee determines in its discretion.  Upon exercise of a
stock option by a Participant,  the stock  appreciation  rights  relating to the
shares covered by such exercise shall terminate.  Upon termination or expiration
of a stock option,  any unexercised  stock  appreciation  rights related to that
option shall also terminate.  Upon exercise of stock appreciation  rights,  such
rights and the related  option to the extent of an equal  number of shares shall
terminate.

          7.2:  The  Committee  at its  discretion  may  revoke  at any time any
unexercised stock appreciation  rights granted to a Participant under this Plan,
without  compensation to such Participant.  Revocation of a Participant's  stock
appreciation  rights  under this  section  shall not affect  any  related  stock
options  granted to the  Participant  under this Plan.

          7.3: Upon a Participant's exercise of some or all of the Participant's
stock appreciation  rights, the Participant shall receive an amount equal to the
value of the Stock  Appreciation for the number of rights exercised,  payable in


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cash,  common  stock,  Restricted  Stock,  or  a  combination  thereof,  at  the
discretion of the Committee.

          7.4: The Committee  shall have the discretion  either to determine the
form in which payment of a stock  appreciation right will be made, or to consent
to or  disapprove  the  election of the  Participant  to receive cash in full or
partial settlement of the right. Such consent or disapproval may be given at any
time  before or after the  election  to which it  relates.  Notwithstanding  the
foregoing  provision,  if a  Participant  exercises a stock  appreciation  right
during the 60-day  period  commencing  on the date of a Change in Control of the
Corporation, the form of payment of such stock appreciation right shall be cash,
provided  that such  stock  appreciation  right was  granted as least six months
prior  to the  date of  exercise,  and  shall  be  common  stock  if such  stock
appreciation  right was  granted  six  months  or less  prior to the date of the
exercise.

          7.5: Except in the case of a stock appreciation right that has granted
at least six months  prior to  exercise  and is  exercised  for cash  during the
60-day  period  commencing  on  the  date  of  the  Change  in  Control  of  the
Corporation,  any election by the Participant to receive cash in full or partial
settlement  of the stock  appreciation  right,  as well as any  exercise  by the
Participant of the Participant's  stock  appreciation right for such cash, shall
be made only during the period beginning on the third business day following the
date of release  of the  quarterly  or annual  summary  statements  of sales and
earnings  and ending on the  twelfth  business  day  following  such date.

          7.6:  Settlement  for  exercised  stock  appreciation  rights  may  be
deferred by the  Committee in its  discretion  to such date and under such terms
and conditions as the Committee may determine.


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          7.7: A stock  appreciation  right is only exercisable and transferable
during  the  period  when  the  stock  option  to which  it is  related  is also
exercisable  and  transferable,  respectively.  If the  Participant  is a person
subject to Section 16 of the  Exchange  Act,  the election to exercise the stock
appreciation right may not be exercised within six months after the grant of the
option,  unless otherwise  permitted by law.

SECTION 8: EXERCISE PAYMENTS.

          8.1:  The  Committee  may, in its  discretion,  grant to  Participants
holding stock options the right to receive  Exercise  Payments  relating to such
number of shares  covered by the  Participant's  stock  options as the Committee
determines in its  discretion.  Exercise  Payments shall be reduced by the total
amount which may have been received as Dividend Payments pursuant to Section 6.5
with respect to the stock option that is being exercised.

          8.2: At the discretion of the Committee,  the Exercise  Payment may be
made  in  cash,  common  stock,  Restricted  Stock,  or a  combination  thereof;
provided, however, Exercise Payments may be made in cash to Participants subject
to Section  16(b) of the  Exchange Act only if they  exercise the related  stock
option during a period beginning on the third business day following the date of
release of the quarterly or annual summary  statements of sales and earnings and
ending on the twelfth business day following such date.  Exercise Payments shall
be paid within 20  business  days  following  the  exercise  of a related  stock
option; provided,  however, that payment may be deferred by the Committee in its
discretion to such date and under such terms and conditions as the Committee may
determine.

          8.3: Exercise Payments shall be paid only upon the exercise of related
stock options which are exercised by the Participant  while an active  Employee;


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provided,  however, that in the case of a Participant's death, Exercise Payments
will be paid if the related stock options are exercised within nine months after
death,  but before the  expiration of the stock  option's term.

          In the  case of a  Participant's  Retirement,  any  exercise  payments
awarded  to the  Participant  will be paid if the stock  options  are  exercised
within the later of (i) three months after Retirement or (ii) three months after
such options  became  exercisable,  but before the expiration of the term of the
stock option.

SECTION 9: GRANTS OF STOCK.

          9.1:  The  Committee  may grant,  either alone or in addition to other
awards  granted  under the Plan,  shares  of stock or  Restricted  Stock to such
Participants  as  the  Committee,   or  the  Chief  Executive   Officer  of  the
Corporation,  if the Committee in its discretion delegates the right to allocate
awards  pursuant to Section 4,  authorizes and under such terms as the Committee
establishes. The Committee, in its discretion, may also make a cash payment to a
Participant  granted shares of stock or Restricted Stock under the Plan to allow
such Participant to satisfy tax obligations  arising out of receipt of the stock
or Restricted Stock.

          9.2: The Committee  from time to time may  authorize a Participant  to
elect within 60 days of the receipt of the variable compensation payment paid by
the  Corporation to the  Participant to deposit with the  Corporation  shares of
common stock of the  Corporation  owned by the  Participant  with a value on the
date  of  deposit  not  exceeding  twenty-five  percent  (25%)  of the  variable


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compensation  payment, and receive a matching grant of an equal number of shares
of  Restricted  Stock  subject  to the  following  terms  and  conditions:

(i)       A Participant may designate shares of common stock of the  Corporation
          (exclusive  of ESOP Stock) held for the  Participant's  account in the
          Savings  Program  for  Employees  of  Union  Carbide  Corporation  and
          Participating  Subsidiary  Companies  (the "Savings  Plan") in lieu of
          depositing shares of stock owned by the Participant.

(ii)      The  Restricted  Stock  shall  be issued and registered in the name of
          the  Participant  but shall be held in the custody of the  Corporation
          until the Restricted Stock becomes non-forfeitable;

(iii)     The  Restricted  Stock  shall not  be  transferable  until the earlier
          of (a)  three  years  from  the  date of  grant  and (b) the  date the
          Restricted Stock becomes non-forfeitable;

(iv)      The  Restricted  Stock shall  be  forfeited by the  Participant if the
          shares of common stock  deposited with the  Corporation (or designated
          pursuant to (i) above) do not remain deposited with the Corporation or
          so  designated  for  three  years  from  the date of  grant;  provided
          however,  that  such  stock may be  withdrawn  without  any  resulting
          forfeiture upon the Participant's separation from service by reason of
          death,  disability,  Retirement  or  termination  by  the  Corporation
          without cause if such  separation from service occurs within the three
          year period;

(v)       The  Restricted  Stock shall  be  forfeited by the  Participant if the
          Participant  separates  from service with the  Corporation  during the
          three year period from the date of grant.  However,  if a  Participant
          separates from service on account of death, disability, or termination
          by the Corporation  without cause,  the Restricted  Stock shall become
          nonforfeitable  at the time of such  separation  from service.  If the
          Participant  separates  from  service on account  of  Retirement,  the
          Restricted  Stock shall become  nonforfeitable  at the  expiration  of
          three years from the date of grant,  provided the Participant complies
          with clause (iv) above.

(vi)      Dividends  paid  on  the stock held in the Participant's  Savings Plan
          accounts  and utilized  for the purpose of  obtaining  the  Restricted
          Stock grant  under this  Section  9.2 shall be paid  according  to the
          terms of the Savings Plan;

(vii)     Dividends  paid  on  the  stock deposited with the Corporation  during
          the  three-year  period from the date of grant shall be distributed to
          the Participant, or, at the Participant's election,  reinvested in the
          Union Carbide Dividend Reinvestment and Stock Purchase Plan; and

(viii)    Dividends  paid  on  the  Restricted  Stock  during  the  three   year
          period  from  the date of grant  shall be held in the  custody  of the
          Corporation and reinvested on the Participant's behalf in common stock


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          of the  Corporation  at its  market  value  at the  time of  purchase;
          provided,  however,  that the stock so purchased shall be forfeited by
          the Participant if the Restricted  Stock to which the dividends relate
          is forfeited.

          This provision does not limit the Committee's  authority under Section
9.1 to grant Restricted  Stock to Participants  under different terms than those
described  in this  Section  9.2.

SECTION 10:  PERFORMANCE  AWARDS.

          10.1:  The Committee  may grant,  either alone or in addition to other
awards granted under the Plan,  awards of stock and other awards that are valued
in whole or in part by reference to, or are otherwise based on, the market value
of the common stock,  Restricted  Stock or other  securities of the  Corporation
("Performance  Awards")  to such  Participants  as the  Committee,  or the Chief
Executive  Officer  of the  Corporation,  if  the  Committee  in its  discretion
delegates the right to allocate  awards  pursuant to Section 4,  authorizes  and
under such terms as the Committee establishes. Performance Awards may be paid in
common stock,  Restricted Stock or other securities of the Company,  cash or any
other form of property as the  Committee  shall  determine.  Performance  Awards
shall entitle the Participant to receive an award if the measures of performance
established  by the  Committee  are met.  The measures of  performance  shall be
established  by the Committee in its absolute  discretion.

          10.2:  The Committee  shall  determine the times at which  Performance
Awards are to be made and all conditions of such awards.

          10.3:  The  Participant  shall  not  be  permitted  to  sell,  assign,
transfer,  pledge or otherwise encumber shares received pursuant to this Section


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10 prior to the date on which any applicable  restriction or performance  period
established by the Committee lapses.

SECTION 11: GENERAL PROVISIONS.

          11.1:  Any  assignment  or transfer of any awards  without the written
consent  of the  Corporation  shall be null and void.  11.2:  Nothing  contained
herein shall  require the  Corporation  to segregate any monies from its general
funds,  or to  create  any  trusts,  or to make  any  special  deposits  for any
immediate or deferred  amounts payable to any  Participant  for any year.

          11.3:  Participation  in this Plan shall not affect the  Corporation's
right to  discharge a  Participant.

          11.4:  Restricted  Stock  may  not  be  sold  or  transferred  by  the
Participant  until any restrictions  that have been established by the Committee
have lapsed.

          11.5: The Participant  shall have,  with respect to Restricted  Stock,
all of the rights of a stockholder  of the  Corporation,  including the right to
vote the shares and the right to receive  any  dividends,  unless the  Committee
shall otherwise determine.

          11.6: Upon a Participant's termination of employment during the period
any restrictions are in effect,  all Restricted Stock shall be forfeited without
compensation to the Participant  unless the Committee  decides that it is in the
best interest of the Corporation to permit  individual  exceptions.

SECTION 12: AMENDMENT, SUSPENSION, OR TERMINATION.

          12.1:  The Board of  Directors  may suspend,  terminate,  or amend the
Plan,  including  but not  limited to such  amendments  as may be  necessary  or
desirable  resulting  from  changes  in the  federal  income  tax laws and other
applicable  laws, but may not,  without approval by the holders of a majority of


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all  outstanding  shares  entitled  to  vote  on the  subject  at a  meeting  of
stockholders  of the  Corporation,  increase the total number of shares of stock
that may be optioned or granted under this Plan.

          12.2:  This Plan is intended to comply with the  requirements  of Rule
16b-3 under the Exchange Act, as applicable  during the term of the Plan. Should
the  requirements  of Rule 16b-3  change,  the Board of Directors may amend this
Plan to comply with the requirements of that rule or its successor  provision or
provisions.

SECTION 13: EFFECTIVE DATE AND DURATION OF THE PLAN.

          This Plan shall be effective following approval by the stockholders of
the  Corporation.  No award shall be granted  under this Plan  subsequent to the
date of the meeting of shareholders of the Corporation in 1997.



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