DAMES & MOORE, INC.
                           AMENDED AND RESTATED
                       1991 LONG-TERM INCENTIVE PLAN

                                 ARTICLE 1
                                  PURPOSE

     The purpose of this Amended and Restated 1991 Long-Term Incentive Plan
of Dames & Moore, Inc. is to promote the interests of the Company and its 
shareholders by strengthening the Company's ability to attract and retain 
key officers and employees and to provide a means to encourage the stock 
ownership and proprietary interest in the Company of officers and valued
employees of the Company.  This Amended and Restated 1991 Long-Term Incentive
Plan is intended as a means of reinforcing the commonality of interest among
the Company's shareholders, officers and employees and as an aid in 
attracting and retaining officers and key employees who are critical to the
long-term growth and profitability of the Company.

     On August 10, 1992, the Company's shareholders approved the 1991 
Long-Term Incentive Plan.  This Amended and Restated 1991 Long-Term Incentive
Plan is intended to amend certain provisions of the 1991 Long-Term Incentive
Plan and to restate in one document said plan as so amended.  

                                  ARTICLE 1
                                 DEFINITIONS

     1.1  Award shall mean a grant of Options, Restricted Stock or any 
          combination thereof.

     1.2  Board shall mean the Board of Directors of the Company.

     1.3  Change in Control shall mean any of the following events:  (a) the
dissolution or liquidation of the Company; (b) a reorganization, merger or 
consolidation of the Company with one or more other corporations as a result
of which the Company is not the surviving corporation or becomes a subsidiary
of another corporation (which shall be deemed to have occurred if another
corporation shall own, directly or indirectly, eighty percent or more of the
aggregate voting power of all outstanding equity securities of the Company);
or (c) a sale of all or substantially all of the Company's assets.  As used
herein or elsewhere in the Plan, the word "person" shall mean an individual, 
corporation, partnership, association or other person or entity, or any two
or more of the foregoing that have agreed to act together as a group. 

     1.4  Code shall mean the Internal Revenue Code of 1986, as it may be 
amended from time to time.

     1.5  Committee shall mean the Compensation Committee of the Board.

     1.6  Common Stock shall mean the common stock of the Company, $0.01 par
value, as described in the Company's Certificate of Incorporation.

     1.7  Company shall mean Dames & Moore, Inc., a Delaware corporation, or
any successor thereof.

     1.8  Director shall mean a member of the Board.

     1.9  Disability shall mean a physical or mental condition which prevents
an Employee from performing the normal duties of his or her Employment for a
period of at least 180 consecutive days.  The Committee shall determine an
Employee's Disability.  If an Employee makes application for disability 
benefits under the Company's group long-term disability policy, and qualifies
for such benefits, he or she shall be presumed to qualify as totally and 
permanently disabled under the Plan.  The Committee may require that the 
Employee submit to an examination by a competent physician or medical clinic
selected by the Committee on an annual basis to confirm Disability.  On the 
basis of such medical evidence, the determination of the Committee as to 
whether or not a condition of Disability exists shall be conclusive.  
Notwithstanding the foregoing, solely for purposes of determining the effect
of an Employment termination upon an Incentive Stock Option, an Employee
shall not be deemed to have terminated his or her Employment by reason of
Disability unless the Committee determines that such Employee is also 
disabled within the meaning of Sections 22(e)(3) and 422(c)(6) of the Code.

     1.10 Employee shall mean any officer or employee of the Company or any
of its Subsidiaries.  For purposes of administering the Plan with respect to
an Employee whose Employment has terminated, the term "Employee" shall also
mean an individual who received an Award while he or she was an officer or 
employee of the Company or a Subsidiary but whose Employment subsequently
terminated; provided, however, that an individual whose Employment has
terminated shall not be eligible to receive an Award thereafter. 

     1.11 Employment shall mean an Employee's employment with the Company or 
any of its Subsidiaries.  An Employee's Employment shall be deemed to have
terminated once he or she is no longer employed by the Company or any
Subsidiary as a "regular status employee," as such term is construed by the
Committee in accordance with Company policies.  If an Employee takes a leave
of absence with the Company's approval or is employed by the Company or a
Subsidiary on a less than full-time basis with the Company's approval, his or
her Employment shall not be deemed to have terminated.

     1.12 Exchange Act shall mean the Securities Exchange Act of 1934, as it
may be amended from time to time.

     1.13 Fair Market Value, when used with respect to Shares, Options or 
Restricted Stock, shall be determined for purposes of the Plan by reference
to the closing price of a Share on the New York Stock Exchange (or other 
principal stock exchange on which Shares are then listed) or, if Shares are
not then listed on an exchange, by reference to the closing price (if a 
National Market System security) or the mean between the bid and asked
prices (if an over-the-counter issue) of a Share as supplied by the National
Association of Securities Dealers, Inc. through Nasdaq (or its successor),
in each case as reported by The Wall Street Journal, for the date as of which
such value is to be determined or, if such date is not a business day, for 
the business day immediately preceding such date.  If no sales of Shares 
occur on such date described in the preceding sentence, the Fair Market Value
on that date shall be deemed to be the closing price on the most recent
preceding date on which Shares were sold.

     1.14 Incentive Stock Option shall mean an Option designated by the
Committee as an Incentive Stock Option and intended to satisfy the 
requirements of Section 422 of the Code.

     1.15 Non-Employee Director means a Director (i) who is a "non-employee 
director" within the meaning of Rule 16b-3 promulgated by the Securities and 
Exchange Commission pursuant to the Exchange Act and (ii) if the Board 
determines that compliance with Section 162(m) of the Code is advisable, who
is also an "outside director" within the meaning of Section 162(m) of the
Code and the regulations promulgated thereunder.

     1.16 Nonqualified Stock Option shall mean an Option that is not intended
to qualify as an Incentive Stock Option within the meaning of Section 422 of
the Code.

     1.17 Option shall mean an option to acquire Shares granted under the 
Plan and may refer to an Incentive Stock Option or a Nonqualified Stock Option.

     1.18 Option Agreement shall mean the agreement for an Incentive Stock 
Option or a Nonqualified Stock Option which is entered into between the 
Company and an Employee pursuant to Paragraph 6.3 of the Plan.

     1.19 Option Termination Date shall mean the date on which an Option 
terminates as specified by the Committee in the Option Agreement pursuant to
Paragraph 6.2 of the Plan.

     1.20 Plan shall mean this Amended and Restated 1991 Long-Term Incentive
Plan, as it may be amended from time to time.

     1.21 Restricted Stock shall mean Shares that are awarded pursuant to
Article 7 of the Plan.

     1.22 Restricted Stock Agreement shall mean the agreement governing an
Award of Restricted Stock which is entered into between the Company and an
Employee pursuant to Paragraph 7.1 of the Plan.

     1.23 Restriction Period shall mean the period specified by the Committee
in a Restricted Stock Agreement during which Shares shall be subject to the
restrictions provided for in Paragraph 7.3 of the Plan.

     1.24 Retirement shall mean the termination of an Employee's Employment,
other than by reason of death or Disability, on or after both attaining age 
fifty-five and completing at least ten Years of Service.

     1.25 Securities Act shall mean the Securities Act of 1933, as it may be
amended from time to time. 

     1.26 Shares shall mean shares of the Company's Common Stock.

     1.27 Subsidiaries shall mean all "subsidiary corporations" of the 
Company as such term is defined in Section 424(f) of the Code and any and all
other affiliated entities designated by the Board as "Subsidiaries."

     1.28 Years of Service shall mean an Employee's cumulative consecutive 
years of continuous Employment, beginning on the date the Employee most 
recently became an Employee and continuing thereafter on each anniversary 
thereof.

                                   ARTICLE 2
                      ADMINISTRATION AND AUTHORIZATION

     2.1  Plan Administration.  The Plan shall be administered by the
Committee, which shall be composed of two or more Non-Employee Directors who
are appointed by the Board.  The Board may from time to time remove members
from, or add members to, the Committee.  Vacancies on the Committee, 
howsoever caused, shall be filled by the Board.  The Committee shall select 
one of its members as Chairman and shall hold meetings at such times and
places as it may determine.  A majority of the authorized number of members 
of the Committee shall constitute a quorum for the transaction of business.
Any act of the Committee shall be taken by majority vote of the Committee
members at a meeting at which a quorum is present or by written consent 
signed by all of the members of the Committee.  No member of the Committee 
shall be eligible to be granted Awards under the Plan while he or she is a
member of the Committee, and each member of the Committee must in all 
respects remain a Non-Employee Director during his or her service on the
Committee.

     2.2  Duties and Powers.  The Committee is authorized and empowered to
administer the Plan and, in connection therewith:  (a) to select the
Employees to whom Awards are to be granted and to fix the number of Shares
and price per Share with respect to which Awards are to be granted to each; 
(b) to determine the dates upon which Awards shall be granted and the terms 
of the Awards in a manner consistent with the Plan, which terms need not 
always be identical; (c) to interpret the Plan; (d) to prescribe, amend and
rescind rules and regulations relating to the Plan; (e) to determine the
rights and obligations of Employees under the Plan; (f) to make Awards of
Restricted Stock, Incentive Stock Options and Nonqualified Stock Options and
to amend the terms of such Awards consistent with the provisions of the Plan;
(g) to direct the Company to execute Option Agreements, Restricted Stock 
Agreements and amendments thereto which set forth the terms of Awards; and
(h) to make all other determinations and to take all other actions which are
consistent with the Plan and which are necessary or appropriate for the 
administration of the Plan. 

     2.3  Authorization.  Any determination, decision or action of the
Committee in connection with the construction, interpretation, administration
or application of the Plan shall be final, binding and conclusive upon all
Employees, their transferees, beneficiaries, legal representatives, executors
and other successors and assigns and every other person claiming under or
through an Employee, unless otherwise determined by the Board.  If permitted
by Rule 16b-3 under the Exchange Act and Section 162(m) of the Code and the
regulations thereunder, and if so determined by the Board, any determination,
decision or action of the Committee provided for in the Plan may be made or
taken by action of the Board (or by action of an officer or officers of the
Company duly authorized and directed by the Board), with the same force and 
effect as if such determination, decision or action had been made or taken by
the Committee.  No member of the Committee or of the Board, and no other
person acting upon the authorization and direction of the Committee or the
Board, shall be liable for any determination, decision or action made in good
faith with respect to the Plan or an Award granted under the Plan.

     The Company shall indemnify and hold harmless the members of the
Committee and the Board, and other persons who are acting upon the 
authorization and direction of the Committee or the Board, from and against
any and all liabilities, costs and expenses incurred by such persons as a
result of any act or omission in connection with the performance of such 
persons' duties, responsibilities and obligations under the Plan, other than
such liabilities, costs and expenses as may result from the bad faith, 
willful misconduct or criminal acts of such persons.

                                    ARTICLE 3
                           STOCK SUBJECT TO THE PLAN

     The stock to be issued under the Plan upon the exercise of Options or 
the grant of Restricted Stock shall be the Company's Common Stock, which 
shall be made available, at the discretion of the Board or the Committee, 
from (i) authorized but unissued Common Stock, (ii) Common Stock reacquired
by the Company (including Shares purchased in the open market) and held in the
Company's treasury, or (iii) a combination of such unissued Common Stock and
reacquired Common Stock.  Notwithstanding the terms of the preceding sentence,
if Restricted Stock is granted with no purchase price or with a purchase
price that is less than twenty-five percent of the Fair Market Value
of the Company's Shares on the grant date, such Restricted Stock shall be 
issued only out of reacquired Common Stock that is held by the Company as
treasury stock.  The aggregate number of Shares that may be issued under the
Plan through Option exercises and grants of Restricted Stock shall not exceed 
2,500,000.  The limitation established by the preceding sentence shall be 
subject to adjustment as provided in Paragraph 8.3 of the Plan.

     In the event that any outstanding Award under the Plan expires, lapses, 
is terminated or is forfeited for any reason, the unissued Shares that are 
allocable to the unexercised portion of such Award shall again become
available for award under the Plan.

                                     ARTICLE 4
                          ELIGIBILITY AND PARTICIPATION

     Only persons who are officers or employees of the Company or its 
Subsidiaries shall be eligible to receive Awards under the Plan.  The
Committee shall determine the Employees to whom Options, Restricted Stock or
any combination thereof shall be granted, the time or times at which such
Awards shall be granted and the number of Shares to be subject to each Award.
An Employee may be granted Incentive Stock Options, Nonqualified Stock 
Options, Restricted Stock or any combination thereof; provided, however, that
the grant of Incentive Stock Options and Nonqualified Stock Options to an
Employee shall be awarded pursuant to separate Option Agreements, and each
Award of Incentive Stock Options and Nonqualified Stock Options shall be
specifically designated as such.

     The aggregate Fair Market Value of the Shares (determined at the time
the Option is granted) with respect to which Incentive Stock Options
(whenever granted) are exercisable for the first time by an Employee during
any calendar year (under all plans of the Company and its Subsidiaries) shall
not exceed $100,000.

     Within any calendar year, the maximum number of Shares with respect to
which Options may be granted to any Employee is 100,000, subject to the
adjustment provisions of Paragraph 8.3 of the Plan.  Within any calendar
year, the maximum number of Shares of Restricted Stock which may be granted
to any Employee is 50,000, subject to the adjustment provisions of Paragraph
8.3 of the Plan. 

                                   ARTICLE 5
                                    OPTIONS

     5.1  Purchase Price.  The purchase price of each Share covered by an
Option shall be established by the Committee and set forth in the applicable
Option Agreement; provided, however, that such price for an Incentive Stock
Option shall not be less than 100% of the Fair Market Value of such Shares 
on the date of grant and, if at the time an Incentive Stock Option is granted
the Employee owns more than 10% of the total combined voting power of all 
classes of stock of the Company, the purchase price of the Shares covered by
such Incentive Stock Option shall not be less than 110% of the Fair Market
Value of such Shares on the date the Incentive Stock Option is granted
and such Incentive Stock Option by its terms shall not be exercisable after
the expiration of 5 years from the date it is granted.

     5.2  Option Term.  The term of any Option shall be determined by the
Committee.  If the Committee does not specify the Option Termination Date in
the Option Agreement, the Option Termination Date shall be ten years after
the date the Option is granted.  In no event shall the Option Termination
Date applicable to an Incentive Stock Option be later than ten years from
the date such Option is granted.  Notwithstanding the foregoing, the 
Committee may, subsequent to granting any Nonqualified Stock Option or
Incentive Stock Option, extend the term thereof so long as the maximum term 
specified above for an Incentive Stock Option is not exceeded.  Furthermore,
the Option Termination Date shall be subject to earlier acceleration or 
termination as provided in Paragraphs 8.3 and 8.6 of the Plan.  

     5.3  Option Agreement.  Each Option granted under the Plan shall be 
evidenced by an Option Agreement in such form as the Committee may from time
to time approve.  Each Option Agreement shall contain such terms as the
Committee may deem necessary or appropriate and which are not inconsistent 
with the provisions of the Plan.

     5.4  Option Exercise.  An Employee may purchase fewer than the total 
number of Shares covered by an Option, provided that a partial exercise of an
Option may not be for less than 100 Shares unless fewer than 100 Shares
remain unexercised, in which case the entire remaining Option
must be exercised at one time.  An Option shall not be exercisable with
respect to a fraction of a Share.

     An Option may be exercised, in whole or in part, by giving written 
notice of exercise to the Company, which notice shall specify the number of
Shares to be purchased and, unless otherwise determined by the Committee, 
shall be accompanied by payment in full of the purchase price in
accordance with the provisions of Paragraph 6.6 of the Plan.  An Option shall
be deemed exercised when such written notice of exercise has been received 
by the Company.  No Shares shall be issued until full payment has been made 
and the Employee has satisfied the requirements of Paragraph 8.2 of the Plan
and such other conditions as may be required by the Plan, applicable laws,
rules or regulations or by the Committee in an Option Agreement.

     Until the issuance of a stock certificate to the Employee, no right to 
vote or receive dividends or any other rights as a shareholder shall exist 
with respect to Shares covered by an Option notwithstanding the exercise of
the Option.  No adjustment shall be made for a dividend or other rights for 
which the record date is prior to the date the stock certificate is issued, 
except as provided in Paragraph 8.3 of the Plan.

     5.5  Vesting of Options.  Subject to the other provisions of this
Article 6 and to Paragraph 8.3 of the Plan (relating to adjustments in the
event of a Change in Control) and Paragraph 8.6 of the Plan (relating to the
termination of an Option upon a termination of Employment), each Option shall
vest and become exercisable at such times and in such installments as the
Committee shall provide in each Option Agreement, provided that no Option 
shall vest or become exercisable less than six months after the date of 
grant.  Notwithstanding the foregoing, the Committee may, at any time,
accelerate the time at which an Option or any installment thereof may be
exercised if such acceleration does not conflict with the requirements of 
Rule 16b-3 under the Exchange Act.  Unless otherwise provided in the Plan or 
the Option Agreement, an Option may be exercised when vested and at any time
thereafter until, and including, the day before the Option Termination Date.

     5.6  Payment of the Purchase Price.  Except as otherwise determined
by the Committee or as otherwise provided in this Article 6, the entire
Option exercise price for the Shares as to which an Option is exercised 
shall be paid at the time the Option is exercised by cashier's check or such
other means as deemed acceptable by the Committee.  In the discretion of the
Committee or if so provided in the Option Agreement, an Employee may elect 
to pay for some or all of the Shares covered by an Option with Shares that 
are already owned at the time of exercise by the Employee, subject to all 
restrictions and limitations of applicable laws, rules and regulations, and
subject to the satisfaction of any conditions the Committee may impose,
including, without limitation, the making of such representations and 
warranties and the providing of such other assurances that the Committee
may require with respect to the Employee's title to the Shares used for 
payment of the exercise price. Such payment shall be made by delivery of 
certificates representing the Shares, duly endorsed or with a duly signed
stock power attached, and such Shares shall be valued at their Fair Market
Value as of the date immediately preceding the date of their delivery to the
Company. 

     The Committee may permit an Option to be exercised pursuant to a 
cashless exercise procedure involving a simultaneous exercise of an Option 
and sale of the underlying Shares and based upon such requirements as the 
Committee may establish, including, without limitation, the delivery
of instructions from the Employee to the Company that, upon receipt of the 
purchase price from the Employee's broker in payment for any Shares purchased
pursuant to the exercise of an Option, the Company shall issue such Shares 
directly to the broker designated by the Employee.

                                  ARTICLE 6
                              RESTRICTED STOCK

     6.1  Grants of Restricted Stock.  Each Award of Restricted Stock under
the Plan shall be evidenced by a Restricted Stock Agreement in such form as
the Committee may from time to time approve.  Each Restricted Stock Agreement
shall contain such terms as the Committee may deem necessary or appropriate 
and which are not inconsistent with the provisions of the Plan.  Each
certificate for Restricted Stock shall be registered in the name of the 
Employee to whom the Restricted Stock is awarded and, if requested by the
Committee, shall be deposited with the Company by the Employee, together 
with a stock power endorsed in blank.  

     6.2  Purchase Price.  The Committee shall have discretion to determine
whether or not an Employee shall be required to pay a purchase price for the
Restricted Stock which he or she receives.  If a purchase price is required,
the Committee shall determine the purchase price per Share.  Any such 
purchase price which is required by the Committee shall be described in the
Restricted Stock Agreement and shall be payable on the terms specified in 
the Restricted Stock Agreement. 

     6.3  Restrictions.  At the time of the Award of Restricted Stock, there
shall be established for the Employee a Restriction Period of such length as
shall be determined by the Committee, provided that the Restriction Period 
shall in all cases be at least six months if required by Rule 16b-3 under
the Exchange Act.  If the Committee fails to specify a Restriction Period,
the Restriction Period shall be five years from the date of grant.  Except 
for the restriction on transferability during the Restriction Period
described in Paragraph 8.1 of the Plan and the additional restrictions under
Paragraph 8.4 of the Plan (relating to collection and withholding of taxes) 
and Paragraph 8.6 of the Plan (relating to the repurchase of Restricted Stock
on an Employee's termination of Employment), the Employee shall have the 
rights of a shareholder of the Company with respect to such Restricted
Stock, including, without limitation, the right to vote such Restricted Stock
and to receive any dividends thereon which are declared and paid by the 
Company.  

     At the expiration of the Restriction Period, all restrictions imposed
on the Employee's Shares of Restricted Stock shall lapse (except as provided
in Paragraph 8.4 with respect to withholding taxes), and the Company shall 
return to the Employee (or the Employee's legal representative or 
beneficiary) any stock certificates and stock powers previously deposited 
with the Company pursuant to Paragraph 7.1 of the Plan.  Notwithstanding the
foregoing, the Committee may, at any time, reduce or eliminate the 
Restriction Period which is applicable to an Award of Restricted Stock if 
such action does not conflict with the requirements of Rule 16b-3 under the
Exchange Act. 

                                       ARTICLE 7
                                 ADDITIONAL PROVISIONS

     7.1  Transferability of Awards.  An Employee may not transfer, assign, 
pledge or hypothecate any Option or Restricted Stock granted under the Plan, 
either voluntarily or by operation of law, other than by will or the laws of
descent and distribution, and an Option shall be exercisable during an 
Employee's lifetime only by the Employee; provided, however, that the 
foregoing prohibition shall apply to Restricted Stock only during the 
Restriction Period. 

     Notwithstanding anything to the contrary in the preceding paragraph, 
the Committee may grant a Nonqualified Stock Option or Restricted Stock that
is transferable by an Employee, without payment of consideration to such 
Employee, (i) to immediate family members of such Employee (that
is, to his or her spouse, children or grandchildren), (ii) to trusts for the
benefit of such immediate family members, (iii) to partnerships whose only 
partners are such family members, or (iv) if permitted by Rule 16b-3 under 
the Exchange Act and applicable provisions of the Code and the regulations
thereunder, to any charitable institutions or other persons as may be 
designated by the Committee.  The Committee may also amend an outstanding
Nonqualified Stock Option or grant of Restricted Stock at any time to 
provide for such transferability.  A Nonqualified Stock Option or Restricted
Stock shall be transferable only if the applicable Option Agreement or 
Restricted Stock Agreement, in its original form or as amended, sets forth the
terms of such transferability. 

     All of the terms of the Plan and of any Option Agreement or Restricted
Stock Agreement governing an Award (including, without limitation, 
transferability restrictions and vesting and termination provisions that are
based upon the continuation of an Employee's Employment) shall be final, 
binding and conclusive upon any transferee of an Award and upon every other
beneficiary, legal representative, executor or other successor or assign of 
an Employee.  Where appropriate to the context in which such term is used, 
references to an Employee also shall refer to such Employee's transferees, 
beneficiaries, legal representatives, executors and other successors and
assigns.

     7.2  Securities Law Restrictions on the Issuance of Shares.  No Options
or Shares shall be issued or delivered hereunder unless and until the 
Committee determines that there has been compliance with all applicable 
requirements of the Securities Act and the rules and regulations promulgated
thereunder, all applicable listing requirements of any national securities
exchange on which Shares are then listed, all applicable state and blue sky
securities laws, rules and regulations, and any other requirements of law or
of any regulatory body having jurisdiction over such issuance and delivery. 
The inability of the Company to obtain any required permits, authorizations
or approvals necessary for the lawful issuance and sale of any Shares 
hereunder on terms deemed reasonable by the Committee shall relieve the 
Company, the Board and the Committee of any liability in respect of the 
nonissuance or sale of such Shares as to which such requisite permits, 
authorizations or approvals shall not have been obtained.

     As a condition to the granting or exercise of any Option or the 
issuance of any Restricted Stock, the Committee may require the person 
receiving or exercising such Option or Restricted Stock to make any 
representation to the Company as may be required or appropriate under the
Securities Act or any other applicable law, rule or regulation, including,
without limitation, a representation that such person is acquiring the 
Option or Shares covered by such Option or Restricted Stock for investment 
and without any present intention to sell or distribute such Option or 
Shares, and that such Option or Shares will not be sold or transferred 
other than pursuant to an effective registration statement under the 
Securities Act or pursuant to a registration exemption such as Rule 144
under the Securities Act.

     Each Option Agreement, Restricted Stock Agreement and certificate 
representing Shares acquired upon exercise of an Option or grant of 
Restricted Stock shall be endorsed with all legends, if any, that the 
Committee determines are required or appropriate under applicable federal 
and state securities laws, rules and regulations to be placed on such 
agreement and/or certificate.  

     7.3  Option and Share Adjustments.  If the Company's outstanding Shares
are increased, decreased, changed into or exchanged for a different number 
or kind of Shares or other securities of the Company through reorganization,
merger, consolidation, recapitalization, reclassification, exchange of stock,
stock dividend, stock split, reverse stock split or other similar 
transaction, upon authorization of the Committee an appropriate and
proportionate adjustment shall be made in the number or kind of Shares or 
other securities, and the purchase price thereof, which may be issued in
the aggregate and to individual Employees under the Plan, including, without
limitation, an adjustment to outstanding but unexercised Options.  However,
no such adjustment need be made if, upon the advice of counsel, the 
Committee determines that such adjustment may result in the receipt of 
federally taxable income to Employees who hold Options or Restricted Stock 
granted hereunder.

     Upon the occurrence of a Change in Control, the Plan and any 
then-outstanding Awards (whether vested or not vested) shall terminate as 
of the effective date of such Change in Control unless:  

          (a)  Provision is made in writing in connection with such 
  transaction for the continuance of the Plan and for the assumption of such
  Awards, or for the substitution for such then-outstanding Awards of new 
  awards covering the securities of any successor or surviving corporation in
  the Change in Control or an affiliate thereof, with such adjustments
  as the Committee deems appropriate with respect to the number and kind of 
  securities and per-share purchase price under such substituted awards, in 
  which event the Plan and such outstanding Awards shall continue or be 
  replaced, as the case may be, in the manner and under the terms so provided;
  or

          (b)  The Committee otherwise provides in writing for such 
  adjustments as it deems appropriate in the terms of the then-outstanding
  Awards including, without limitation, providing for the cancellation of 
  Awards and their automatic conversion into the right to receive the 
  securities or other properties which a holder of the Shares underlying 
  such Awards would have been entitled to receive upon the consummation of
  the Change in Control had such Shares been issued and outstanding (net of
  the appropriate purchase price) as of the date of the Change in Control.  

     If, pursuant to the foregoing provisions of this Paragraph 8.3, outstanding
 Awards will terminate upon the occurrence of a Change in Control without
 provision by the Committee for any of the actions described in 
 subparagraphs (a) and (b) above, then any Employee holding an outstanding
 Award shall be given the right, at such time prior to the consummation of
 the Change in Control as the Committee shall designate, to exercise his or
 her Option and to vest in any Restricted Stock to the full extent not 
 theretofore exercised or vested.

     Except to the extent required in order to retain the qualification of 
an Option as an Incentive Stock Option under Section 422 of the Code, to the
maximum extent possible any adjustments authorized by this Paragraph 8.3 
with respect to any outstanding Awards shall be made by means of appropriate
and proportionate adjustments to the number of Shares and the purchase price
therefor under the unexercised portions of such outstanding Awards but
without changing the aggregate purchase price applicable to the unexercised
portions of outstanding Awards.  In all cases, the nature and extent of 
adjustments under this Paragraph 8.3 shall be determined by the Committee. 
No fractional shares of stock shall be issued under the Plan pursuant to any
such adjustment.  All adjustments and actions described in this Paragraph 8.3
shall be subject to compliance with the requirements of Rule 16b-3 under the
Exchange Act.

     7.4  Tax Withholding.  The Committee shall make such provisions and
take such actions as it deems necessary or appropriate for the withholding of
any federal, state, local and other tax required by law to be withheld with
respect to the exercise or receipt of an Award or Shares under the Plan or 
with respect to the lapse of restrictions on Shares of Restricted Stock, 
including, without limitation, (i) deducting the amount of any such 
withholding tax from any compensation or other amounts payable to an 
Employee by the Company, or (ii) requiring an Employee, as a condition of
exercising or receiving an Award or Shares or as a condition to the lapse of
restrictions on Shares of Restricted Stock, to pay to the Company any amount
required to be withheld or to execute such other documents as the Committee 
deems necessary or desirable in connection with the satisfaction of any
applicable withholding obligation.  

     Upon the exercise of an Option, the Committee shall have the authority
to withhold from issuance a number of Shares sufficient to satisfy the tax
withholding obligations described above.  Such withheld Shares shall be
valued based upon the Fair Market Value of Shares as of the date of
the Employee's Option exercise.

     The Company shall not be obligated to issue Shares to an Employee, or to
remove restrictions from Restricted Stock upon termination of the applicable
Restriction Period, unless and until all of the withholding and payment 
obligations described above have been satisfied, and restrictions on
Restricted Stock shall not lapse until such obligations have been satisfied. 
If an Employee fails to satisfy such obligations with respect to Restricted 
Stock within six months after the date that the restrictions on the 
Restricted Stock would otherwise lapse, such Restricted Stock shall, to the
extent permitted by law, be repurchased by the Company at the lesser of the
original purchase price or current Fair Market Value.  If the Employee did
not pay any purchase price for such Restricted Stock, it shall be forfeited
to the Company without any payment being made by the Company to the Employee.

     7.5  Continuation of Employment.  Nothing contained in the Plan or in 
any Award granted under the Plan shall confer upon any Employee any rights 
with respect to continuation of Employment by the Company or its 
Subsidiaries.  Neither the Plan nor any Award or individual agreement issued
pursuant to the Plan shall be deemed a contract of Employment or limit the
Company's right to terminate the Employment of any Employee.  Nothing in the
Plan shall be construed as giving any Employee any right to receive an Award.

     7.6  Termination of Employment.  If an Employee terminates his or her 
Employment for any reason other than death, Disability or Retirement, any 
Incentive Stock Option or Nonqualified Stock Option held by the Employee 
shall terminate on the earlier of the Option Termination Date or the 
ninetieth day after the date of such Employment termination, and the Option
shall be exercisable during such post-Employment period only to the extent,
if any, that it was exercisable on the date that the Employee's Employment 
terminated.  Notwithstanding the foregoing:  (a) if the Committee
determines that an Employee's Employment was terminated by the Company or a
Subsidiary by reason of the Employee's fraud, illegal conduct or willful
misconduct (including, without limitation, a willful violation of Company 
policies and procedures), such Option shall terminate on the date of
the termination of such Employee's Employment; and (b) any Option that was
granted prior to August 15, 1995 to an officer or a director of the Company
who is subject to the provisions of Section 16 of the Exchange Act as of 
said date shall terminate on the date of the termination of such officer's or
director's Employment if his or her Employment terminates for any reason 
other than death, Disability or Retirement.

     If an Employee terminates his or her Employment because of such 
Employee's death, Disability or Retirement, any Nonqualified Stock Option
held by the Employee shall continue to vest in accordance with its terms and
shall terminate upon the Option Termination Date as if such Employee had 
remained an Employee of the Company.

     If an Employee terminates his or her Employment because of such 
Employee's Retirement, any Incentive Stock Option held by the Employee shall
continue to vest in accordance with its terms and shall terminate on the
earlier of the Option Termination Date or the ninetieth day after the date
of such Employment termination. 

     If an Employee terminates his or her Employment because of such 
Employee's death or Disability, any Incentive Stock Option held by the 
Employee shall continue to vest in accordance with its terms and shall 
terminate on the earlier of the Option Termination Date or one year after
the date of such Employment termination. 

     In the event of an Employee's death, any Incentive Stock Option or 
Nonqualified Stock Option may be exercised by the Employee's legal 
representative or executor or by the persons to whom the Employee's rights 
under the Incentive Stock Option or Nonqualified Stock Option shall pass by
will or by the laws of descent and distribution.  In the event of an 
Employee's Disability, any Incentive Stock Option or Nonqualified Stock
Option may be exercised by the Employee's legal representative.

     If an Employee holding Restricted Stock terminates his or her 
Employment for any reason other than death, Disability or Retirement, any 
Restricted Stock for which the Restriction Period has not lapsed shall be 
repurchased by the Company at a price equal to the lesser of the purchase
price paid by the Employee for such Restricted Stock or the Fair Market Value
of such Restricted Stock on the date of such Employment termination.  The
repurchase price for such Restricted Stock shall be paid to the Employee or
his or her legal representative.  If the Employee did not pay a purchase
price for any Restricted Stock for which the Restriction Period has not
lapsed, such Restricted Stock shall be forfeited to the Company without any
payment being made by the Company to the Employee. 

     If an Employee holding Restricted Stock as to which the Restriction 
Period has not lapsed terminates his or her Employment because of such 
Employee's death, Disability or Retirement (defined for the specific purpose
of this subparagraph and the immediately preceding subparagraph
as an Employment termination after an Employee either reaches age 60 or has
at least 20 years of credited service with the Company), the Employee (or 
legal representative or named beneficiary of the Employee if the Employee is 
legally incapacitated or deceased) shall be entitled to receive all of
such Restricted Stock free of the restrictions described in Paragraph 7.3 of
the Plan.

     Notwithstanding the foregoing provisions of this Paragraph 8.6, to the
extent permitted by Rule 16b-3 under the Exchange Act, Section 422 of the 
Code and the regulations thereunder and other applicable laws, rules and
regulations:  

          (a)  At the time of awarding any Nonqualified Stock Option, 
     Incentive Stock Option or Restricted Stock, the Committee may specify
     in the Option Agreement or Restricted Stock Agreement that an Employee's
     termination of Employment shall result in consequences that are 
     different from those described above in this Paragraph 8.6; 

          (b)  At any time subsequent to the award of any Nonqualified Stock
     Option or Incentive Stock Option, the Committee may specify that such
     Option shall terminate at any time up to its original Option Termination
     Date after the termination of an Employee's Employment, notwithstanding
     that the Option Agreement governing such Option may provide for an 
     earlier termination date as a result of the Employee's termination of 
     Employment; and 

          (c)  At any time subsequent to the award of any Restricted Stock, 
     the Committee may specify that an Employee shall retain some or all of
     such Restricted Stock following the termination of the Employee's 
     Employment, notwithstanding that the Restricted Stock Agreement may 
     provide that the Restricted Stock must be sold to the Company following
     the termination of the Employee's Employment.

     7.7  Amendment or Termination of the Plan.  The Board may terminate the
Plan at any time, and either the Board or the Committee may amend the Plan
at any time.  However, (i) if required by Rule 16b-3 under the Exchange Act 
or any other applicable law, rule or regulation, no amendment of the Plan 
shall become effective unless approved by the Company's shareholders in 
accordance with the requirements of Rule 16b-3 or such other applicable law,
rule or regulation, and (ii) the Committee is authorized to amend the Plan 
only if such amendment does not require the approval of the Company's 
shareholders under any applicable law, rule or regulation.  No amendment
or termination of the Plan shall affect in a material and adverse manner any
Award granted prior to the date of such amendment or termination without the
consent of the Employee holding such Award.

     7.8  Amendments of Awards.  The Committee may amend any of the terms of
any Award at any time in any manner that is consistent with the provisions of
the Plan.  Unless required by applicable law, rule or regulation, no such 
amendment shall affect in a material and adverse manner any Award granted 
prior to the date of such amendment without the consent of the Employee
holding such Award.

     7.9  Last Date for Awards.  No Award shall be granted pursuant to the
Plan more than ten years after May 22, 1995, which is the date on which the
Board adopted the Plan.  

     7.10 Governing Law.  The Plan shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware.

     7.11 Notices.  Any notice required or permitted to be given to the 
Company must be in writing and personally delivered, sent by United States
mail (postage prepaid) or sent by facsimile transmission, addressed to the
principal office of the Company and directed to the attention of the
Secretary of the Company; any such notice shall be effective upon actual 
receipt by the Company.  Any notice required or permitted to be given to an 
Employee (or his legal representative or other successor or assign) must be
in writing and personally delivered, sent by United States mail (postage
prepaid) or sent by facsimile transmission, addressed to such person at his
or her last address on record with the Company; any such notice that is 
mailed by the Company in the foregoing manner shall be deemed to have been 
delivered three days after deposit in the mail. 

     7.12 Shareholder Approval Required.  The Amended and Restated 1991 
Long-Term Incentive Plan is subject to and contingent upon approval by the 
Company's shareholders, as such approval is specified in Rule 16b-3 under 
the Exchange Act and in Sections 162(m) and 422(b)(1) of the Code and the 
regulations thereunder.  The Amended and Restated 1991 Long-Term Incentive
Plan shall become effective on the date of approval by the Company's 
shareholders.  From and after the date of such shareholder approval, the 
terms of the Amended and Restated 1991 Long-Term Incentive Plan shall govern
all Awards that were made prior to such approval date and all Awards that 
are made subsequent to such date.