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                                                                    Exhibit 10.1


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                                  SUNOCO, INC.

                     LONG-TERM PERFORMANCE ENHANCEMENT PLAN

                   (Amended and Restated as of June 30, 1999)



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                                   ARTICLE I

                                  Definitions

          As used in this Plan, the following terms shall have the meanings
herein specified:

          1.1  Affiliate - shall mean any person or entity which directly, or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with Sunoco, Inc.

          1.2  Board of Directors - shall mean the Board of Directors of Sunoco,
Inc.

          1.3  Change in Control - shall mean the occurrence of any of the
following events or transactions:

               (a)  Continuing Directors cease, within one year of a Control
          Transaction, to constitute a majority of the Board of Directors of
          Sunoco, Inc. (or of the Board of Directors of any successor to Sunoco,
          Inc. or to all or substantially all of its assets), or

               (b)  any entity, person or Group acquires shares of Sunoco, Inc.
          in a transaction or series of transactions that result in such entity,
          person or Group directly or indirectly owning beneficially more than
          twenty percent (20%) of the outstanding voting shares.

          1.4  Code - shall mean the Internal Revenue Code of 1986, as amended.

          1.5  Committee - shall mean the committee appointed to administer this
Plan by the Board of Directors of the Company, as constituted from time to time.
The Committee shall consist of at least two (2) members of the Board of
Directors, each of whom shall meet applicable requirements set forth in the
pertinent regulations under Section 16 of the Securities Exchange Act of 1934,
as amended, and Section 162(m) of the Code.

          1.6  Common Stock - shall mean the authorized and unissued or treasury
shares of common stock of Sunoco, Inc.

          1.7  Common Stock Units - shall have the meaning provided herein at
Section 6.1.

          1.8 Company - shall mean Sunoco, Inc., a Pennsylvania corporation. The
term "Company" shall include any successor to Sunoco, Inc., any Subsidiary or
Affiliate which has adopted the Plan, or a corporation succeeding to the
business of Sunoco, Inc., or any Subsidiary or Affiliate by merger,
consolidation, liquidation or purchase of assets or stock or similar
transaction.

          1.9 Continuing Director - shall mean a Director who was a member of
the Board of Directors immediately prior to a Control Transaction which results
in a Change in Control.

          1.10 Control Transaction - shall mean any of the following
transactions or any combination thereof:

               (a)  any tender offer for or acquisition of capital stock of
          Sunoco, Inc.;

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               (b)  any merger, consolidation, or sale of all or substantially
          all of the assets of Sunoco, Inc.; or

               (c)  the submission of a nominee or nominees for the position of
          director of Sunoco, Inc. by a shareholder or a Group of shareholders
          in a proxy solicitation or otherwise.

          1.11 CSU Payout Date - shall have the meaning provided herein at
Section 6.9

          1.12 Disability - shall mean any illness, injury or incapacity of such
duration and type as to render a Participant eligible to receive long-term
disability benefits under the applicable broad-based long-term disability
program of the Company.

          1.13 Dividend Equivalents - shall have the meaning provided herein at
Section 6.3.

          1.14 Dividend Equivalent Account - shall have the meaning provided
herein at Section 6.3.

          1.15 Employment Termination Date - shall mean the date on which the
employment relationship between the Participant and the Company is terminated.

          1.16 Exercise Period - shall have the meaning provided herein at
Section 5.3.

          1.17 Fair Market Value - shall mean, as of any date and in respect of
any share of Common Stock, the opening price on such date of a share of Common
Stock (which price shall be the closing price on the previous trading day of a
share of Common Stock as reported on the New York Stock Exchange Composite
Transactions Tape, and as reflected in the consolidated trading tables of the
Wall Street Journal or any other publication selected by the Committee). If
there is no sale of shares of Common Stock on the New York Stock Exchange for
more than ten (10) days immediately preceding such date, or if deemed
appropriate by the Committee for any other reason, the fair market value of the
shares of Common Stock shall be as determined by the Committee in such other
manner as it may deem appropriate. In no event shall the fair market value of
any share of Common Stock be less than its par value.

          1.18 Group - shall mean persons who act in concert as described in
Sections 13(d)(3) and/or 14(d)(2) of the Securities Exchange Act of 1934, as
amended.

          1.19 Incentive Stock Options - shall have the meaning provided herein
at Article IV.

          1.20 Just Cause - shall mean:

               (a)  a judicial determination that the Participant has committed
          fraud, misappropriation, or embezzlement against the Company; or

               (b)  a non-appealable conviction of, or entry of a plea of nolo
          contendere for, an act by the Participant constituting a felony which,
          as determined by the Company in good faith, constitutes a crime
          involving moral turpitude and has resulted in material harm to the
          Company, its subsidiaries and affiliates taken as a whole.

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               No termination of employment shall be deemed an effective
          termination for Just Cause unless accompanied by a copy of a
          resolution duly adopted by the affirmative vote of not less than a
          majority of the Continuing Directors at a meeting of the Board of
          Directors which was called and held for the purpose of considering
          such termination, or if there are no Continuing Directors, then by at
          least three quarters (3/4) of the entire Board of Directors (after
          reasonable notice to the Participant and an opportunity for the
          Participant, together with the Participant's counsel, to be heard
          before the Board of Directors) finding that, in the good faith opinion
          of the Board of Directors, the Participant was guilty of conduct set
          forth in the preceding sentence, and specifying the particulars
          thereof in detail. In any deliberations or votes by the Board of
          Directors concerning a determination under this Section, the
          Participant shall recuse himself from such deliberations and votes.

          1.21 Limited Rights - shall have the meaning provided herein at
Article V.

          1.22 Market Price - shall have the meaning provided herein at Section
5.4.

          1.23 Option - shall mean Stock Option and/or Incentive Stock Option.

          1.24 Option Price - shall mean the purchase price per share of Common
Stock deliverable upon the exercise of an Option.

          1.25 Optionee - shall mean the holder of an Option.

          1.26 Participant - shall have the meaning provided herein at Section
2.4(a).

          1.27 Performance Factors - shall mean the various payout percentages
related to the attainment levels of one or more Performance Goals, as determined
by the Committee.

          1.28 Performance Goals - shall mean the specific targeted amounts of,
or changes in, financial or operating goals including: revenues; expenses; net
income; operating income; equity; return on equity, assets or capital employed;
working capital; shareholder return; operating capacity utilized; production or
sales volumes; or throughput. Other financial or operating goals may also be
used as determined by the Committee. Such goals may be applicable to the Company
as a whole or one or more of its business units and may be applied in total or
on a per share, per barrel or percentage basis and on an absolute basis or
relative to other companies, industries or indices or any combination thereof,
as determined by the Committee.

          1.29 Performance Period - shall have the meaning provided herein at
Section 6.4.

          1.30 Potential Change in Control - shall mean the occurrence of any
of the following events or transactions:

               (a)  any person (other than Sunoco, Inc., or any affiliate or
          subsidiary thereof) makes a tender offer for capital stock of Sunoco,
          Inc.;

               (b) any person becomes the beneficial owner, directly or
          indirectly, of capital stock of Sunoco, Inc. in an amount which
          requires the filing of Schedule 13D or its equivalent

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          form pursuant to the Rules and Regulations under the Securities
          Exchange Act of 1934 as from time to time amended;

               (c)  the submission of a nominee or nominees for the position of
          director of Sunoco, Inc. by a shareholder or Group of shareholders in
          a proxy solicitation or otherwise which, in its judgment, the Board of
          Directors determines by adoption of a resolution within thirty (30)
          days of such submission, might result in a Change in Control of
          Sunoco, Inc.;

               (d)  any person files a pre-merger notification for the
          acquisition of capital stock of Sunoco, Inc. pursuant to the Hart-
          Scott-Rodino Act; or

               (e)  the Board of Directors in its judgment determines by
          adoption of a resolution that a Potential Change in Control of Sunoco,
          Inc. for purposes of this Plan has occurred.

          1.31 Qualifying Termination - shall mean, with respect to the
employment of any Participant, the following:

               (a)  a termination of employment by the Company within seven (7)
          months after a Change in Control, other than for Just Cause, death or
          Disability;

               (b)  a termination of employment by the Participant within seven
          (7) months after a Change in Control for one or more of the following
          reasons:

                    (1)  the assignment to such Participant of any duties
               inconsistent in a way adverse to such Participant, with such
               Participant's positions, duties, responsibilities and status with
               the Company immediately prior to the Change in Control, or a
               reduction in the duties and responsibilities held by the
               Participant immediately prior to the Change in Control; a change
               in the Participant's reporting responsibilities, title or offices
               as in effect immediately prior to the Change in Control that is
               adverse to the Participant; or any removal of the Participant
               from or any failure to re-elect the Participant to any position
               with the Company that such Participant held immediately prior to
               the Change in Control except in connection with such
               Participant's:

                         (i)  assignment to a new position at a higher combined
                    annual base salary and guideline (target) bonus; or

                         (ii) termination of employment by the Company for Just
                    Cause; or

                    (2) with respect to any Participant who is a member of the
               Board of Directors immediately prior to the Change in Control,
               any failure of the shareholders of the Company to elect or
               reelect, or of the Company to appoint or reappoint, the
               Participant as a member of the Board of Directors;

                    (3)  a reduction by the Company in either of the
               Participant's annual base salary or guideline (target) bonus as
               in effect immediately prior to the Change in Control; the failure
               by the Company to continue in effect, or the taking of any action
               by the Company that would adversely affect such Participant's
               participation in or significantly reduce such Participant's
               benefits under, any employee benefit plan or

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               compensation plan in which such Participant was participating
               immediately prior to the Change in Control, provided, however,
               that in the aggregate such actions by the Company significantly
               reduce the Participant's total compensation (i.e., the sum of
               Participant's annual base salary, guideline (target) bonus, and
               the aggregate value to the Participant of all employee benefit
               and compensation plans); or the failure by the Company, without
               the Participant's consent, to pay to the Participant any portion
               of the Participant's current compensation, or to pay to the
               Participant any portion of an installment of deferred
               compensation under any deferred compensation program of the
               Company; or

                    (4) The Company requires the Participant to be based
               anywhere other than the Participant's present work location or a
               location within thirty-five (35) miles from the present location;
               or the Company requires the Participant to travel on Company
               business to an extent substantially more burdensome than such
               Participant's travel obligations during the period of twelve (12)
               consecutive months immediately preceding the Change in Control;

          provided, however, that in the case of any such termination of
          employment by the Participant under this subparagraph (b), such
          termination shall not be deemed to be a Qualifying Termination unless
          the termination occurs within 120 days after the occurrence of the
          event or events constituting the reason for the termination; or

               (c)  a termination of employment by the Company other than a
          termination for Just Cause, or a termination of employment by the
          Participant for one of the reasons set forth in (b) above, following a
          Potential Change in Control, if the Participant can demonstrate that
          such termination or circumstance in (b) above leading to termination:

                    (1)  was at the request of a third party with which the
               Company had entered into negotiations or an agreement with regard
               to a Change in Control; or

                    (2)  otherwise occurred in connection with, or in
               anticipation of, a Change in Control;

          provided, however, that in either such case, such Change in Control
          actually occurs within one (1) year following the Employment
          Termination Date.

          1.32 Stock Options - shall have the meaning provided herein at
Section 3.1.

          1.33 Subsidiary - shall mean any corporation of which, at the time
more than fifty percent (50%) of the shares entitled to vote generally in an
election of directors are owned directly or indirectly by Sunoco, Inc. or any
subsidiary thereof.

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                                  ARTICLE II

       Background, Purpose and Term of Plan; Participation & Eligibility for
Benefits

     2.1  Background. Effective on December 31, 1996, no further awards shall be
made under the Sunoco, Inc. Executive Long-Term Stock Investment Plan adopted in
May, 1991 provided, however, that any rights theretofore granted under that plan
shall not be affected.

     2.2  Purpose of the Plan. The purposes of this Sunoco, Inc. Long-Term
Performance Enhancement Plan (the "Plan") are to:

          (a) better align the interests of shareholders and management of the
     Company by creating a direct linkage between Participants' rewards and
     shareholders' gains;

          (b) provide management with the ability to increase equity ownership
     in Sunoco, Inc.;

          (c) provide competitive compensation opportunities which can be
     realized through attainment of performance goals; and

          (d) provide an incentive to management for continuous employment with
     the Company.

     It is intended that most awards made under the Plan will qualify as
performance-based compensation under Section 162(m) of the Code.

     2.3  Term of the Plan. This Plan shall become effective upon approval by
the holders of a majority of the votes present, in person or represented by
proxy, at the 1997 Annual Meeting of Shareholders of the Company. No awards will
be made under the Plan after December 31, 2001, unless the Board of Directors
extends this date to a date no later than December 31, 2006. The Plan and all
awards made under the Plan prior to such date (or extended date) shall remain in
effect until such awards have been satisfied or terminated in accordance with
the Plan and the terms of such awards.

     2.4  Administration. The Plan shall be administered by the Committee which
shall have the authority, in its sole discretion and from time to time to:

          (a) designate the employees or classes of employees eligible to
     participate in the Plan (each such employee being, a "Participant");

          (b) grant awards provided in the Plan in such form and amount as the
     Committee shall determine;

          (c) impose such limitations, restrictions and conditions upon any such
     award as the Committee shall deem appropriate; and

          (d) interpret the Plan, adopt, amend and rescind rules and regulations
     relating to the Plan, and make all other determinations and take all other
     action necessary or advisable for the implementation and administration of
     the Plan.

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     The decisions and determinations of the Committee on all matters relating
to the Plan shall be in its sole discretion and shall be conclusive. No member
of the Committee shall be liable for any action taken or not taken or decision
made or not made in good faith relating to the Plan or any award thereunder.

     2.5  Eligibility for Participation. Participants in the Plan shall be the
officers and other key employees of the Company who occupy responsible
managerial or professional positions and who have the capability of making a
substantial contribution to the success of the Company. In making this selection
and in determining the amount of awards, the Committee shall consider any
factors deemed relevant, including the individual's functions, responsibilities,
value of services to the Company and past and potential contributions to its
profitability and sound growth.

     2.6  Types of Awards Under the Plan. Awards under the Plan may be in the
form of any one or more of the following:

          (a)  Stock Options, as described in Article III;

          (b)  Incentive Stock Options, as described in Article IV;

          (c)  Limited Rights, as described in Article V; and/or

          (d)  Common Stock Units, as described in Article VI.

     2.7  Aggregate Limitation on Awards. Shares of stock which may be issued
under the Plan shall be Common Stock. The maximum number of shares of Common
Stock which may be issued under the Plan shall be four million (4,000,000). For
purposes of calculating the maximum number of shares of Common Stock which may
be issued under the Plan:

          (a) all the shares issued (including the shares, if any, withheld for
     tax withholding requirements) shall be counted when cash is used as full
     payment for shares issued upon exercise of an Option;

          (b) only the shares issued (including the shares, if any, withheld for
     tax withholding requirements) net of shares of Common Stock used as full or
     partial payment for such shares upon exercise of an Option;

          (c) only the shares issued (including the shares, if any, withheld for
     tax withholding) upon vesting and payment of the Common Stock Units, shall
     be counted.

     In addition to shares of Common Stock actually issued pursuant to the
exercise of Options, there shall be deemed to have been issued a number of
shares equal to the number of shares of Common Stock in respect of which Limited
Rights (as described in Article V) shall have been exercised. Shares tendered by
a Participant as payment for shares issued upon exercise of an Option, shall be
available for issuance under the Plan. Any shares of Common Stock subject to an
Option, which for any reason is terminated unexercised or expires shall again be
available for issuance under the Plan, but shares subject to an Option which are
not issued as a result of the exercise of Limited Rights shall not be available
for issuance under the Plan.

          (d) The maximum number of Options that shall be granted with respect
     to each calendar year to a Participant shall be two-hundred thousand.

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          (e) The maximum number of Common Stock Units granted with respect to
     each calendar year to a Participant shall be fifty thousand.

          (f) The maximum number of Common Stock Units granted under the Plan
     will be one million.

     The share limits set forth in this Section 2.7 shall be adjusted to reflect
any capitalization changes as discussed in Section 7.9.


                                  ARTICLE III

                                 Stock Options

     3.1  Award of Stock Options. The Committee, from time to time, and subject
to the provisions of the Plan and such other terms and conditions as the
Committee may prescribe, may grant to any Participant in the Plan one or more
options to purchase for cash or shares the number of shares of Common Stock
("Stock Options") allotted by the Committee. The date a Stock Option is granted
shall mean the date selected by the Committee as of which the Committee allots a
specific number of options to a Participant pursuant to the Plan.

     3.2  Stock Option Agreements. The grant of a Stock Option shall be
evidenced by a written Stock Option Agreement, executed by the Company and the
holder of a Stock Option, stating the number of shares of Common Stock subject
to the Stock Option evidenced thereby, and in such form as the Committee may
from time to time determine.

     3.3  Stock Option Price. The Option Price per share of Common Stock
deliverable upon the exercise of a Stock Option shall be not less than 100% of
the Fair Market Value of a share of Common Stock on the date the Stock Option is
granted.

     3.4  Term and Exercise. The term and the vesting schedule of the Stock
Options shall be determined by the Committee. However, no Stock Option may be
exercisable before the second anniversary of the date of grant or after the
tenth anniversary of such date. No Stock Option shall be exercisable after the
expiration of its term.

     3.5  Manner of Payment. Each Stock Option Agreement shall set forth the
procedure governing the exercise of the Stock Option granted thereunder, and
shall provide that, upon such exercise in respect of any shares of Common Stock
subject thereto, the Optionee shall pay to the Company, in full, the Option
Price for such shares with cash or with Common Stock. All shares of Common Stock
issued under the Sunoco, Inc. Long-Term Incentive Plan, the Sunoco, Inc.
Executive Long-Term Stock Investment Plan or this Plan must be held at least six
months before they may be used as payment of the Option Price.

     3.6  Issuance and Delivery of Shares. As soon as practicable after receipt
of payment, the Company shall deliver to the Optionee a certificate or
certificates for such shares of Common Stock. The Optionee shall become a
shareholder of the Company with respect to Common Stock represented by share
certificates so issued and as such shall be fully entitled to receive dividends,
to vote and to exercise all other rights of a shareholder.

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     3.7  Retirement or Disability. Upon termination of the Optionee's
employment by reason of retirement or permanent disability (as each is
determined by the Committee), the Optionee may, within sixty (60) months from
the date of termination, exercise any Stock Options to the extent such options
are exercisable during such 60-month period.

     3.8  Termination for Other Reasons. Except as provided in Sections 3.7 and
3.9, or except as otherwise determined by the Committee, upon termination of an
Optionee's employment, all unvested Stock Options shall terminate immediately,
and all vested Stock Options shall terminate:

       (a) immediately, in the case of an Optionee terminated by the Company for
     Just Cause; or

       (b) upon the expiration of ninety (90) calendar days following the date
     of termination of an Optionee's employment, other than for Just Cause;

  provided, however, that the Limited Rights awarded in tandem with such Stock
  Options shall not terminate and such Limited Rights shall remain exercisable
  during the Exercise Period for any Optionee whose employment relationship with
  the Company has been terminated as a result of any Qualifying Termination.

     3.9  Death of Optionee. Any rights in respect of Stock Options to the
extent exercisable on the date of the Optionee's death may be exercised by the
Optionee's estate or by any person that acquires the legal right to exercise
such Stock Option by bequest, inheritance, or otherwise by reason of the death
of the Optionee. Any such exercise to be valid must occur within the remaining
option term of the Stock Option. The foregoing provisions of this Section 3.9
shall apply to an Optionee who dies while employed by the Company and to an
Optionee whose employment may have terminated prior to death; provided, however,
that:

          (a) an Optionee who dies while employed by the Company will be treated
     as if the Optionee had retired on the date of death. Accordingly, the
     Optionee's estate or a person who acquires the right to exercise such Stock
     Option by bequest or inheritance will have the right to exercise the Stock
     Option in accordance with Section 3.7; or

          (b) the estate or a person who acquires the right to exercise a stock
     option by bequest or inheritance from an Optionee who dies after
     terminating employment with the Company will have the remainder of any
     exercise period provided under Sections 3.7 and 3.8.

     3.10 Acceleration of Options.  Notwithstanding any provisions to the
contrary in agreements evidencing Options granted thereunder, each outstanding
Option shall become immediately and fully exercisable upon the occurrence of any
Change in Control of Sunoco, Inc.

     3.11 Effect of Exercise.  The exercise of any Stock Options shall cancel
that number of related Limited Rights, if any, which is equal to the number of
shares of Common Stock purchased pursuant to said options.

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                                   ARTICLE IV

                            Incentive Stock Options

     4.1  Award of Incentive Stock Options.  The Committee, from time to time,
and subject to the provisions of the Plan and such other terms and conditions as
the Committee may prescribe, grant to any Participant in the Plan one or more
"incentive Stock Options" (intended to qualify as such under the provisions of
Section 422 of the Internal Revenue Code of 1986, (the "Code") as amended
("Incentive Stock Options")) to purchase for cash or shares the number of shares
of Common Stock allotted by the Committee. The date an Incentive Stock Option is
granted shall mean the date selected by the Committee as of which the Committee
allots a specific number of options to a Participant pursuant to the Plan.
Notwithstanding the foregoing, Incentive Stock Options shall not be granted to
any owner of ten percent (10%) or more of the total combined voting power of the
Company and its subsidiaries.

     4.2  Incentive Stock Option Agreements. The grant of an Incentive Stock
Option shall be evidenced by a written Incentive Stock Option Agreement,
executed by the Company and the holder of an Incentive Stock Option stating the
number of shares of Common Stock subject to the Incentive Stock Option evidenced
thereby, and in such form as the Committee may from time to time determine.

     4.3  Incentive Stock Option Price. The Option Price per share of Common
Stock deliverable upon the exercise of an Incentive Stock Option shall not be
less than 100% of the Fair Market Value of a share of Common Stock on the date
the Incentive Stock Option is granted.

     4.4  Term and Exercise. The term and the vesting schedule of the Incentive
Stock Option shall be determined by the Committee. However, no Incentive Stock
Option may be exercisable before the second anniversary of the date of grant or
after the tenth anniversary of such date. No Incentive Stock Option shall be
exercisable after the expiration of its term.

     4.5  Limits on Incentive Stock Options. Each Incentive Stock Option shall
provide that, if the aggregate Fair Market Value of the stock on the date of
grant with respect to which Incentive Stock Options are exercisable for the
first time by an Optionee during any calendar year, under this Plan or any other
stock option plan of the Company exceeds One Hundred Thousand Dollars
($100,00.00), then the option, as to the excess shall be treated as a non-
qualified stock option. An incentive Stock Option shall not be granted to any
person who is not an "employee" of the Company (within the meaning of Section
424(f) of the Code).

     4.6  Retirement or Disability. Upon the termination of the Optionee's
employment by reason of retirement or permanent disability (as each is
determined by the Committee), the Optionee may, within sixty (60) months from
the date of such termination of employment, exercise any Incentive Stock Options
to the extent such Incentive Stock Options are exercisable during such 60-month
period. Notwithstanding the foregoing, the tax treatment available pursuant to
Section 422 of the Internal Revenue Code of 1986 upon the exercise of an
Incentive Stock Option will not be available to an Optionee who exercises any
Incentive Stock Option more than:

          (a) twelve (12) months after the date of termination of employment due
     to permanent disability; or

          (b) three (3) months after the date of termination of employment due
     to retirement.

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     4.7  Termination for Other Reasons. Except as provided in Sections 4.6
and 4.8, or except as otherwise determined by the Committee, upon termination of
an Optionee's employment, all unvested Incentive Stock Options shall terminate
immediately, and all vested Incentive Stock Options shall terminate:

          (a) immediately, in the case of an Optionee terminated by the Company
  for Just Cause; or

          (b) upon the expiration of ninety (90) calendar days following the
  date of termination of an Optionee's employment other than for Just Cause;

provided, however, that the Limited Rights awarded in tandem with such Incentive
Stock Options shall not terminate and such Limited Rights shall remain
exercisable during the Exercise Period for any Optionee whose employment
relationship with the Company has been terminated as a result of any Qualifying
Termination.

     4.8  Death of Optionee. Any rights in respect of Incentive Stock Options to
the extent exercisable on the date of the Optionee's death may be exercised by
the Optionee's estate or by any person that acquires the legal right to exercise
such Stock Option by bequest, inheritance, or otherwise by reason of the death
of the Optionee. Any such exercise to be valid must occur within the remaining
option term of the Incentive Stock Option. The foregoing provisions of this
Section 4.8 shall apply to an Optionee who dies while employed by the Company
and to an Optionee whose employment may have terminated prior to death;
provided, however, that:

          (a)  an Optionee who dies while employed by the Company will be
     treated as if the Optionee had retired on the date of death. Accordingly,
     the Optionee's estate or a person who acquires the right to exercise such
     Incentive Stock Option by bequest or inheritance will have the right to
     exercise the Incentive Stock Option in accordance with Section 4.6; or

          (b)  the estate or a person who acquires the right to exercise a stock
     option by bequest or inheritance from an Optionee who dies after
     terminating employment with the Company will have the remainder of any
     exercise period provided under Section 4.6 and 4.7.

     4.9  Applicability of Stock Options Selections. Section 3.5, Manner of
Payment, Section 3.6, Issuance and Delivery of Shares, Section 3.10,
Acceleration of Options and Section 3.11, Effect of Exercise, applicable to
Stock Options, shall apply equally to Incentive Stock Options. Said Sections are
incorporated by reference in this Article IV as though fully set forth herein.

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                                   ARTICLE V

                                 Limited Rights

     5.1  Award of Limited Rights. Concurrently with or subsequent to the award
of any Option, the Committee may, subject to the provisions of the Plan and such
other terms and conditions as the Committee may prescribe, award to the Optionee
with respect to each Option, a related limited right permitting the Optionee,
during a specified limited time period, to be paid the appreciation on the
Option in lieu of exercising the Option ("Limited Right").

     5.2  Limited Rights Agreement. Limited Rights granted under the Plan shall
be evidenced by written agreements in such form as the Committee may from time
to time determine.

     5.3  Exercise Period. Limited Rights are immediately exercisable in full
upon grant for a period of up to seven (7) months following the date of a Change
in Control (the "Exercise Period").

     5.4  Amount of Payment. The amount of payment to which an Optionee shall be
entitled upon the exercise of each Limited Right shall be equal to 100% of the
amount, if any, which is equal to the difference between the Option Price of the
related Option and the Market Price of a share of such Common Stock. Market
Price is defined to be the greater of:

          (a) the highest price per share of Common Stock paid, in connection
     with any Change in Control, during the period from the date of occurrence
     of a Potential Change in Control through the ninetieth (90/th/) day
     following the subsequent related Change in Control; and

          (b) the highest price per share of Common Stock reflected in the
     consolidated trading tables of The Wall Street Journal (presently the New
     York Stock Exchange Composite Transactions quotations) during the 60-day
     period prior to the Change in Control.

     5.5  Form of Payment. Payment of the amount to which an Optionee is
entitled upon the exercise of Limited Rights, as determined pursuant to Section
5.4, shall be made solely in cash.

     5.6  Effect of Exercise. If Limited Rights are exercised, the Stock
Options, if any, related to such Limited Rights cease to be exercisable to the
extent of the number of shares with respect to which the Limited Rights were
exercised. Upon the exercise or termination of the Options, if any, related to
such Limited Rights, the Limited Rights granted with respect thereto terminate
to the extent of the number of shares as to which the related Options were
exercised or terminated; provided, however, that with respect to Options that
are terminated as a result of the termination of the Optionee's employment
status, the Limited Rights awarded in tandem therewith shall not terminate and
such Limited Rights shall remain exercisable during the Exercise Period for any
Optionee whose employment relationship with the Company has been terminated as a
result of any Qualifying Termination.

     5.7  Retirement or Disability. Upon termination of the Optionee's
employment by reason of permanent disability or retirement (as each is
determined by the Committee), the Optionee

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<PAGE>

may, within six (6) months from the date of termination, exercise any Limited
Rights to the extent such Limited Right is exercisable during such six-month
period.

     5.8  Death of Optionee or Termination for Other Reasons. Except as provided
in Sections 5.7 and 5.9 or except as otherwise determined by the Committee, all
Limited Rights granted under the Plan shall terminate upon the termination of
the Optionee's employment or upon the death of the Optionee.

     5.9  Termination Related to a Change in Control. The requirement that an
Optionee be terminated by reason of retirement or permanent disability or be
employed by the Company at the time of exercise pursuant to Sections 5.7 and 5.8
respectively, is waived during the Exercise Period as to any Optionee whose
employment relationship with the Company has been terminated as a result of any
Qualifying Termination.


                                   ARTICLE VI

                               Common Stock Units

     6.1  Award of Common Stock Units. The Committee, from time to time, and
subject to the provisions of the Plan, may grant to any Participant in the Plan
rights to receive shares of Common Stock which are subject to a risk of
forfeiture by the Participant ("Common Stock Units"). At the time it grants any
Common Stock Units, the Committee shall determine whether the payment of such
Common Stock Units shall be conditioned upon either:

          (a) the Participant's continued employment with the Company throughout
     a stated period (Section 6.4); or

          (b) the attainment of certain predetermined performance objectives
     during a stated period (Section 6.5).

     The date Common Stock Units are granted shall mean the date selected by the
Committee as of which the Committee allots a specific number of Common Stock
Units to a Participant pursuant to the Plan.

     6.2  Common Stock Unit Agreements. Common Stock Units granted under the
Plan shall be evidenced by written agreements stating the number of Common Stock
Units evidenced thereby or in such form and as the Committee may from time to
time determine.

     6.3  Dividend Equivalents. A holder of Common Stock Units will be entitled
to receive payment from the Company in an amount equal to each cash dividend
("Dividend Equivalent") the Company would have paid to such holder had he, on
the record date for payment of such dividend, been the holder of record of
shares of Common Stock equal to the number of Common Stock Units which had been
awarded to such holder as of the close of business on such record date. The
Company shall establish a bookkeeping account on behalf of each Participant in
which the Dividend Equivalents that would have been paid to the holder of Common
Stock Units ("Dividend Equivalent Account") shall be credited. The Dividend
Equivalent Account will not bear interest.

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<PAGE>

     6.4  Performance Period. Upon making an award, the Committee shall
determine (and the Common Stock Unit Agreement shall state) the length of the
applicable period during which employment must be maintained or certain
performance targets must be attained (the "Performance Period"). Performance
Periods will normally be from three (3) to five (5) years; however, the
Committee at its sole discretion may establish other time periods.

     6.5  Performance Goals. Common Stock Units and the related Dividend
Equivalent Account earned may be based upon the attainment of Performance Goals
established by the Committee in accordance with Section 162(m). Within the first
ninety (90) days of the Performance Period, the Committee shall establish, in
writing, the weighted Performance Goals and related Performance Factors for
various goal achievement levels for the Company. In establishing the weighted
Performance Goals, the Committee shall take the necessary steps to insure that
the Company's ability to achieve the preestablished goals is uncertain at the
time the goals are set. The established written Performance Goals, assigned
weights, and Performance Factors shall be written in terms of an objective
formula, whereby any third party having knowledge of the relevant Company
performance results could calculate the amount to be paid. Such Performance
Goals may vary by Participant and by grant.

     The number of Common Stock Units and Dividend Equivalents earned will be
equal to the amounts awarded multiplied by the Performance Factor. However, the
Committee shall have the discretion, by Participant and by grant, to reduce (but
not to increase) some or all of the amount that would otherwise be payable by
reason of the satisfaction of the Performance Goals. In making any such
determination, the Committee is authorized to take into account any such factor
or factors it determines are appropriate, including but not limited to Company,
business unit and individual performance.

     6.6  Payment of Common Stock Units and Dividend Equivalent Account. Payment
in respect of Common Stock Units earned (as determined under Sections 6.4 and
6.5) shall be made to the holder thereof within ninety (90) days after the
Performance Period for such units has ended, but only to the extent the
Committee determines that the continuing employment and/or any applicable
performance targets have been met.

     Payment for Common Stock Units earned shall be made in shares of Common
Stock, except as provided in Section 6.9. The number of shares paid shall be
equal to the number of Common Stock Units earned. The holder may elect to reduce
this amount by the number of shares of Common Stock which have, on the date the
Common Stock Units are paid, a fair market value equal to the applicable
federal, state and local withholding tax due on the receipt of Common Stock, in
lieu of making a cash payment equal to the amount of such withholding tax due.

     A holder of Common Stock Units will be entitled to receive payment from the
Company at the end of the Performance Period an amount in cash equal to the
Dividend Equivalent Account earned (as determined under Sections 6.4 and 6.5) by
the holder minus applicable federal, state and local withholding tax due.

     6.7  Death, Disability or Retirement.

               (a)  Upon the termination of a Participant's employment by reason
     of death, or permanent disability or retirement (as each is determined by
     the Committee) prior to the end of the Performance Period:

                                       15
<PAGE>

                    (1) in the case of an award of Common Stock Units made
          pursuant to Section 6.1(a) hereof and conditioned upon the
          Participant's continued employment, the conditions to payout, if any,
          shall be determined by the Committee and shall be as set forth in the
          agreement granting the Common Stock Units.

                    (2) in the case of an award of Common Stock Units made
          pursuant to Section 6.1(b) hereof and conditioned upon the attainment
          of certain predetermined performance objectives, no portion of the
          Participant's Common Stock Unit and the Dividend Equivalent Account
          related to such award shall be forfeited, and the Common Stock Units,
          together with related Dividend Equivalents, shall be paid out as
          though such Participant continued in the employment of the Company
          through any applicable Performance Period, and as, if, and when the
          applicable Performance Goals have been met.

       6.8 Termination of Employment. Except as provided in Sections 6.7 and
6.9, or as determined by the Committee, 100% of all Common Stock Units of a
Participant under the Plan shall be forfeited and the Dividend Equivalent
Account shall be forfeited upon termination of the Participant's employment with
the Company prior to the end of the Performance Period, and in such event the
Participant shall not be entitled to receive any Common Stock or any payment of
the Dividend Equivalent Account regardless of the level of Performance Goals
achieved for the respective Performance Periods.

       6.9 Change in Control. In the event of a Change in Control, all the
Participant's outstanding Common Stock Units shall be payable to the Participant
in cash or stock, as follows:

          (a)  if pooling of interests accounting treatment is to be used with
       respect to such Change in Control, the Participant will receive shares of
       Common Stock equal in number to the total number of Common Stock Units
       granted to such Participant; or

          (b) if pooling of interests accounting treatment is not to be used
       with respect to such Change in Control, the Participant will be paid an
       amount in cash equal to the number of Common Stock Units outstanding
       multiplied by the Market Price as defined in Section 5.4. Such amount
       will be reduced by the applicable federal, state and local withholding
       taxes due.

       The cash or stock, as the case may be, shall be paid out to the
Participant no later than ninety (90) days following the date of occurrence of
such Change in Control (the "CSU Payout Date"), regardless of whether the
applicable Performance Period has expired or whether performance targets have
been met. There will be no adjustment for any Performance Factors described in
Section 6.5.

       On or before the CSU Payout Date, and regardless of whether pooling of
interests accounting treatment is to be used with respect to such Change in
Control, the Participant will be paid an amount in cash equal to the value of
the amounts accrued in the Participant's Dividend Equivalent Account immediately
preceding the Change in Control. Payout of Common Stock Units and the Dividend
Equivalent Account shall be made to each Participant:

          (c) who is employed by the Company on the CSU Payout Date; or

                                       16
<PAGE>

          (d) whose employment relationship with the Company is terminated:

               (1) as a result of any Qualifying Termination prior to the CSU
          Payout Date; or

                2) as a result of death, or permanent disability or retirement
          (as each is determined by the Committee), that has occurred prior to
          the CSU Payout Date.

     The Committee may establish, at the time of the grant of Common Stock
Units, other conditions which must be met for payout to occur. These conditions
shall be set forth in the Committee's resolution granting the Common Stock Units
and in the Agreement with the holder.


                                  ARTICLE VII

                                 Miscellaneous

     7.1 General Restriction. Each award under the Plan shall be subject to the
requirement that if, at any time, the Committee shall determine that:

          (a) the listing, registration or qualification of the shares of Common
     Stock subject or related thereto upon any securities exchange or under any
     state or Federal law; or

          (b) the consent or approval of any government regulatory body; or

          (c) an agreement by the recipient of an award with respect to the
     disposition of shares of Common Stock,

is necessary or desirable as a condition of, or in connection with, the granting
of such award or the issue or purchase of shares of Common Stock thereunder,
then such award may not be consummated in whole or in part unless such listing,
registration, qualification, consent, approval or agreement shall have been
effected or obtained free of any conditions not acceptable to the Committee.

     7.2 Accounting and Tax Treatment for Change in Control. Notwithstanding
anything in this Plan to the contrary, in the event of a Change in Control, the
Committee shall not have the right to take any actions described in the Plan
that would make the Change in Control ineligible for pooling of interests
accounting treatment or that would make the Change in Control ineligible for
desired tax treatment if, in the absence of such right, the Change in Control
would qualify for such treatment and the Company intends to use such treatment
with respect to the Change in Control.

     7.3 Non-Assignability. Awards under the Plan shall not be assignable or
transferable by the recipient thereof, except by will or by the laws of descent
and distribution except as otherwise determined by the Committee. Accordingly,
during the life of the recipient, such award shall be exercisable only by such
person or by such person's guardian or legal representative, unless the
Committee determines otherwise.

     7.4 Right to Terminate Employment. Nothing in the Plan or in any agreement
entered into pursuant to the Plan shall confer upon any Participant the right to
continue in the employment

                                       17
<PAGE>

of the Company or effect any right which the Company may have to terminate the
employment of such Participant.

     7.5  Non-Uniform Determinations. The Committee's determinations under the
Plan (including without limitation, determinations of the persons to receive
awards, the form, amount and timing of such awards, the terms and provisions of
such awards, and the agreements evidencing same) need not be uniform and may be
made by it selectively among persons who receive, or are eligible to receive,
awards under the Plan, whether or not such persons are similarly situated.

     7.6  Rights as a Shareholder. The recipient of any award under the Plan
shall have no rights as a shareholder with respect thereto unless and until
certificates for shares of Common Stock are issued on behalf of such recipient.

     7.7  Leaves of Absence. The Committee shall be entitled to make such rules,
regulations and determinations as it deems appropriate under the Plan in respect
of any leave of absence taken by the recipient of any award. Without limiting
the generality of the foregoing, the Committee shall be entitled to determine
(i) whether or not any such leave of absence shall constitute a termination of
employment within the meaning of the Plan and (ii) the impact, if any, of any
such leave of absence on awards under the Plan theretofore made to any recipient
who takes such leaves of absence.

     7.8  Newly Eligible Employees. The Committee shall be entitled to make such
rules, regulations, determinations and awards as it deems appropriate in respect
of any employee who becomes eligible to participate in the Plan or any portion
thereof after the commencement of an award or incentive period.

     7.9  Adjustments. In any event of any change in the outstanding Common
Stock by reason of a stock dividend or distribution, recapitalization, merger,
consolidation, split-up, combination, exchange of shares or the like, the
Committee may appropriately adjust the number of shares of Common Stock which
may be issued under the Plan, the number of shares of Common Stock subject to
Options theretofore granted under the Plan, the Option Price of Options
theretofore granted under the Plan, the number of Common Stock Units theretofore
awarded under the Plan and any and all other matters deemed appropriate by the
Committee.

     7.10 Amendment of the Plan.

          (a)  The Committee may, without further action by the shareholders and
     without receiving further consideration from the Participants, amend this
     Plan or condition or modify awards under this Plan in response to changes
     in securities or other laws or rules, regulations or regulatory
     interpretations thereof applicable to this Plan or to comply with stock
     exchange rules or requirements.

          (b)  The Committee may at any time, and from time to time, modify or
     amend the Plan in any respect, except that without shareholder approval the
     Committee may not:

                    (1) increase the maximum award levels established in Section
          2.7, including the maximum number of shares of Common Stock which may
          be issued under the Plan (other than increases pursuant to Section
          7.9);

                    (2) extend the term during which an Option may be exercised
          beyond ten years from the date of grant; or

                                       18
<PAGE>

                    (3) extend the term of the Plan, except that the Board may
          extend the period during which awards may be made in accordance with
          Section 2.3.

     The termination or any modification or amendment of the Plan, except as
provided in Section 7.10(a) above, shall not without the consent of a
Participant, affect the Participant's rights under an award previously granted.

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