Comdisco, Inc.
                  1995 Long-Term Stock Ownership Incentive Plan


                 THE  PLAN.   Comdisco,   Inc.,  a  Delaware   corporation  (the
"Company"), hereby establishes the Comdisco, Inc. 1995 Long-Term Stock Ownership
Incentive  Plan as set forth herein and as may from time to time be amended (the
"Plan"),  effective  September 27, 1995 subject to the approval by a majority of
the  Stockholders  at the first annual  meeting of  stockholders  held after the
effective date.

                 1. PURPOSE.  The purposes of the Plan are to encourage selected
employees,  agents and  Directors  of the Company and its  Subsidiaries  who are
capable of having an impact on the performance of the Company (as defined below)
to acquire a long term proprietary interest in the growth and performance of the
Company,  to generate an increased  incentive  to  contribute  to the  Company's
future success and prosperity  (thus  enhancing the value of the Company for the
benefit of its stockholders),  and to enhance the ability of the Company and its
Subsidiaries to attract and retain qualified individuals upon whom the sustained
progress, growth, and profitability of the Company depend.

                 2. DEFINITIONS.  As used in the Plan, terms defined immediately
after their use shall have the respective  meanings provided by such definitions
and the terms set forth below shall have the following  meanings  (such meanings
to be equally  applicable  to both the  singular  and plural  forms of the terms
defined):

               (a)  "Affiliate"  shall have the  meaning set forth in Rule 12b-2
              promulgated under the 1934 Act.

               (b) "Award"  means  options,  shares of Restricted  Stock,  Stock
              Appreciation  Rights,  Performance Units, or Stock Bonuses granted
              under the Plan.

               (c)  "Award Agreement" has the meaning specified in Section 4(c)
                    (v).

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

               (e) "Cause" includes  termination  based on the commission of any
              act or acts  involving  dishonesty,  fraud,  illegality  or  moral
              turpitude.

               (f) "Code" means the Internal  Revenue Code of 1986,  as amended.
              References  to a  particular  section  of the Code  shall  include
              references to successor provisions.

               (g) "Committee"  means the committee of the Board  appointed    
               pursuant to Section 4.

               (h)  "Company" has the meaning set forth in the introductory 
               paragraph.

               (i)  "Disability"  means,  as  relates  to  the  exercise  of  an
              Incentive  Stock  Option  after   termination  of  employment,   a
              disability within the meaning of Section 22(e)(3) of the Code, and
              for all other purposes,  a mental or physical  condition which, in
              the  opinion  of  the  Committee,  renders  a  Grantee  unable  or
              incompetent  to  carry  out the job  responsibilities  which  such
              Grantee  held or the tasks to which such  Grantee was  assigned at
              the time the disability was incurred,  and which is expected to be
              permanent or for an indefinite duration exceeding one year.

               (j) "Dividend  Equivalents"  means cash amounts,  with respect to
              Performance  Units held by a Grantee equal to and paid in the same
              manner at the same time, and in the same amount paid as a dividend
              and share of Stock to the extent the Committee so provides.

               (k) "Effective  Date" means  September 27, 1995 provided that the
              Plan and any Awards  granted  prior to the 1996 annual  meeting of
              the Company's  stockholders are subject to approval of the Plan by
              the stockholders at such annual meeting.

               (l) "Fair Market Value" of any security of the Company means,  as
              of any applicable  date,  the closing  price,  regular way, of the
              security  as  reported  on the New York Stock  Exchange  Composite
              Tape,  or if no such  reported  sale of the  security  shall  have
              occurred on such date, on the next  preceding  date on which there
              was such a reported sale.

               (m) "Grant  Date"  means the date on which an Award shall be duly
              granted, as determined in accordance with Section 6(a)(i).

               (n) "Grantee" means an individual who has been granted an Award.

               (o)   "Including"  or  "includes"   means   "including,   without
               limitation," or "includes, without limitation."

               (p)  "Performance  Period" has the meaning  specified  in Section
               6(f)(i)(B).

               (q) "1934  Act" means the  Securities  Exchange  Act of 1934,  as
               amended.  References  to a particular  section of, or rule under,
               the 1934 Act shall include references to successor provisions.

               (r) "Option  Price" means the per share  purchase  price of Stock
               subject to an option.

               (s) "Performance Percentage" has the meaning specified in Section
               6(f)(i)(c).

               (t)  "Plan"  has  the  meaning  set  forth  in  the  introductory
               paragraph.

               (u)  "Restricted  Period" shall mean (i) in relation to shares of
               Stock  receivable in payment for  Performance  Units,  the period
               beginning at the end of the applicable  performance period during
               which restrictions on the transferability of such shares of Stock
               are in effect;  and (ii) in relation  to  Restricted  Stock,  the
               period,  beginning  with  the  first  day of the  month  in which
               Restricted  Stock is granted,  during which  restrictions  on the
               transferability of the Restricted Stock are in effect.

               (v)  "Retirement"  means a  termination  of  employment  with the
               Company and its Subsidiaries any time after attaining age 60.

               (w) "SEC" means the Securities and Exchange Commission.

               (x)  "Section 16  Grantee"  means a person  subject to  potential
               liability  under  Section  16(b) of the 1934 Act with  respect to
               transactions involving equity securities of the Company.

               (y)  "Stock"  means the common  stock of the  Company,  $0.10 par
               value.

               (z)  "Subsidiary"  means  (i) with  respect  to  Incentive  Stock
               Options,  a corporation  as defined in Section 424(f) of the Code
               with the Company  being treated as the employer  corporation  for
               purposes of this definition,  and (ii) for all other purposes any
               entity in which  the  Company  directly  or  through  intervening
               subsidiaries  owns at  least a  majority  interest  of the  total
               combined voting power or value of all classes of stock or, in the
               case of an  unincorporated  entity,  at least a  majority  in the
               capital and profits.

               (aa) "10% Owner" means a person who owns stock  (including  stock
               treated as owned  under  Section  424(d) of the Code)  possessing
               more than 10% of the total  combined  voting power of all classes
               of stock of the Company.

                 3. SCOPE OF THE PLAN

               (a) Two million five hundred thousand (2,500,000) shares of Stock
               are hereby made available and reserved for delivery on account of
               the exercise of Awards and payment of benefits in connection with
               Awards.

               Such shares may be  treasury  shares,  newly  issued  shares,  or
               shares purchased on the open market (including private purchases)
               in accordance with applicable securities laws, or any combination
               of the foregoing,  as may be determined  from time to time by the
               Board or the Committee.

               (b) Subject to  adjustment as provided in Section 24, the maximum
               number of shares of Stock for which  Awards may be granted to any
               Grantee in any  one-year  period  shall not  exceed  two  hundred
               thousand (200,000).

               (c) To the  extent an Award  shall  expire or  terminate  for any
               reason  without  having  been  exercised  in  full  (including  a
               cancellation  and re-grant of an option  pursuant to Section 17),
               or shall be  forfeited,  without,  in either  case,  the  Grantee
               having enjoyed any of the benefits of Stock ownership (other than
               voting rights or dividends that are also  forfeited),  the shares
               of Stock (including  Restricted Stock) associated with such Award
               shall become available for other Awards.

               (d) For purposes of this Section 3,

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

                   (ii) all  outstanding  shares of Stock issued under the Plan,
              even if the Stock is subject to restrictions,  shall be counted on
              the date of grant of any Award  against  the  aggregate  number of
              shares of Stock available for granting Awards under the Plan; and

                   (iii) the  shares of Stock  underlying  outstanding  options,
              Stock  Appreciation  Rights ("SARs"),  and similar Awards shall be
              counted  while  the award is  outstanding  against  the  aggregate
              number of shares of Stock  available for granting Awards under the
              Plan;

                   (iv) where SARs are exercised  for cash,  the shares of Stock
              subject to such SARs shall become available for other Awards;

               (v) in the event of a stock-for-stock  exercise of an option, the
              gross number of shares of Stock  subject to the option  exercised,
              not the net number of shares  actually  issued upon exercise shall
              be  counted  against  the  aggregate  number  of  shares  of Stock
              available for granting Awards under the Plan.

                 4. ADMINISTRATION.

               (a) Subject to Section 4(b), the Plan shall be  administered by a
               committee  ("Committee") which shall consist of not less than two
               persons  who are  directors  of the  Company.  Membership  on the
               Committee shall be subject to such limitations as the Board deems
               appropriate to permit  transactions in Stock pursuant to the Plan
               to be exempt from  liability  under Section 16(b) of the 1934 Act
               pursuant to Rule 16b-3 thereunder.

               (b) The  Board  may,  in its  discretion,  reserve  to  itself or
               delegate  to another  committee  of the Board,  any or all of the
               authority and  responsibility  of the  Committee  with respect to
               Awards to  Grantees  who are not  Section 16 Grantees at the time
               any such delegated authority or responsibility is exercised. Such
               other committee may consist of two or more directors who may, but
               need not be,  officers or  employees  of the Company or of any of
               its  Subsidiaries.  To the extent that the Board has  reserved to
               itself or delegated to such other  committee  the  authority  and
               responsibility of the Committee,  all references to the Committee
               in the Plan shall be to the Board or such other committee.

               (c) The  Committee  shall have full and final  authority,  in its
               discretion, but subject to the express provisions of the Plan, as
               follows:

                            (i) to grant Awards;

                            (ii) to  determine  (A) when  Awards may be granted,
                  and (B)whether or not specific Awards shall be identified with
                  other  specific  Awards,  and if so,  whether  they  shall  be
                  exercisable  cumulatively  with or alternatively to such other
                  specific Awards;

                            (iii)  to  interpret   the  Plan  and  to  make  all
                  determinations  necessary or advisable for the  administration
                  of the Plan;

                            (iv) to  prescribe,  amend,  and  rescind  rules and
                  regulations relating to the Plan, including rules with respect
                  to the  exercisability and  non-forfeitability  of Awards upon
                  the termination of employment of a Grantee;

                            (v) to determine  the terms and  provisions  and any
                  restrictions   or  conditions   (including   specifying   such
                  performance  criteria as the Committee deems appropriate,  and
                  imposing  restrictions  with  respect to Stock  acquired  upon
                  exercise of an option,  which restrictions may continue beyond
                  the  Grantee's  termination  of  employment)  of  the  written
                  agreements  by which all  Awards  shall be  evidenced  ("Award
                  Agreements") which need not be identical and, with the consent
                  of the Grantee  where  required by contract law, to modify any
                  such Award Agreement at any time;

                            (vi) to impose,  incidental to an Award,  conditions
                  with respect to competitive employment or other activities, to
                  the extent such conditions do not conflict with the Plan;

                            (vii) to grant  Awards  under  which the  Grantee is
                  entitled  to  receive  payments  equivalent  to  dividends  or
                  interest ("Dividend  Equivalents") with respect to a number of
                  shares of Stock determined by the Committee, and the Committee
                  may provide  that such amount (if any) shall be deemed to have
                  been  reinvested  in  additional  shares of Stock or otherwise
                  reinvested;

                            (viii) to cancel,  with the consent of the  Grantee,
                  outstanding  Awards  and to grant new  Awards in  substitution
                  therefor;

                            (ix) to  authorize  foreign  Subsidiaries  to  adopt
                  plans as provided in Section 16;

                            (x) to  delegate  its  duties  and  responsibilities
                  under the Plan and with  respect  to such  foreign  Subsidiary
                  plans, except its duties and responsibilities  with respect to
                  Section 16 Grantees,  and (A) the acts of such delegates shall
                  be treated  hereunder as acts of the  Committee,  and (B) such
                  delegates   shall  report  to  the  Committee   regarding  the
                  delegated duties and responsibilities;

                            (xi) to  accelerate  the  exercisability  of, and to
                  accelerate  or  waive  any  or all  of  the  restrictions  and
                  conditions  applicable  to, any Award,  or any group of Awards
                  for any reason;

                            (xii)  subject  to Section  6(a)(ii),  to extend the
                  time  during  which  any  Award  or  group  of  Awards  may be
                  exercised;

                            (xiii) to make such  adjustments or modifications to
                  awards to Grantees  working  outside the United  States as are
                  necessary and advisable to fulfill the purposes of the Plan;

                            (xiv)  to   impose   such   additional   conditions,
                  restrictions,  and  limitations  upon the grant,  exercise  or
                  retention  of  Awards  as  the   Committee   may,   before  or
                  concurrently   with  the  grant  thereof,   deem  appropriate,
                  including   requiring   simultaneous   exercise   of   related
                  identified Awards, and limiting the percentage of Awards which
                  may from time to time be exercised by a Grantee;

                            (xv)  to  certify   attainment  of  any  performance
                  criteria to which Awards are subject, if any.

                            The  determination  of the  Committee on all matters
                  relating  to  the  Plan  or  any  Award   Agreement  shall  be
                  conclusive  and  final.  No member of the  Committee  shall be
                  liable for any action or determination made in good faith with
                  respect to the Plan or any Award.

                 5. ELIGIBILITY.  Awards may be granted to any agent,  director,
employee  (including  any  officer)  of the  Company  or  any  of  its  domestic
Subsidiaries,  or  any  agent,  employee,  officer  or  director  of  any of the
Company's  foreign  Subsidiaries  provided  however that Incentive  Stock Option
awards may not be granted to any person who is not an employee of the Company or
a domestic or foreign  Subsidiary (as defined in Section 2(Z)(i) of the Plan) on
the date of the  grant.  In  selecting  the  individuals  to whom  Awards may be
granted, as well as in determining the number of shares of Stock subject to, and
the other terms and conditions  applicable to, each Award,  the Committee  shall
take into  consideration  such  factors as it deems  relevant in  promoting  the
purposes of the Plan.

                 6. CONDITIONS TO GRANTS.

               (a) General Conditions:

                            (i) The Grant Date of an Award  shall be the date on
                  which the  Committee  grants  the Award or such  later date as
                  specified in advance by the Committee;

                            (ii) The term of each Award (subject to Section 6(c)
                  with respect to Incentive  Stock Options) shall be a period of
                  not more  than 15 years  from the  Grant  Date,  and  shall be
                  subject to earlier termination as herein provided;

                            (iii) A  Grantee  may,  if  otherwise  eligible,  be
                  granted additional Awards in any combination.

               (b) Grant of Options  and Option  Price.  No later than the Grant
               Date of any option,  the  Committee  shall  determine  the Option
               Price of such option.  Subject to Section 6(c) hereof, the Option
               Price of an option shall not be less than 100% of the Fair Market
               Value of the Stock on the Grant Date. Such price shall be subject
               to adjustment as provided in Section 24. The Award  Agreement may
               provide  that the  option  shall be  exercisable  for  Restricted
               Stock.

               (c) Grant of Incentive Stock Options. At the time of the grant of
               any option, the Committee may designate that such option shall be
               made subject to additional  restrictions  to permit it to qualify
               as an "Incentive  Stock Option" under the requirements of Section
               422 of the Code. The Option Price of any option  designated as an
               "Incentive  Stock Option" shall not be less than 100% of the Fair
               Market  Value  of  the  Stock  on  the  Grant  Date.  Any  option
               designated as an Incentive Stock Option:

                            (i) shall  only be granted  to  individuals  who are
                  employed  by the  Company  or any of its  Subsidiaries  on the
                  Grant Date;

                            (ii) shall not be granted to a 10% Owner  unless the
                  Option  Price is at least 110% of the Fair Market Value of the
                  Stock  subject  to such  option on the Grant Date and shall be
                  exercisable  for a period of not more than five (5) years from
                  the Grant Date;

                            (iii)  except as provided  in (ii)  above,  shall be
                  exercisable  for a period of not more  than 10 years  from the
                  Grant  Date,  and shall be subject to earlier  termination  as
                  provided herein or in the applicable Award Agreement;

                            (iv) shall not have an  aggregate  Fair Market Value
                  (determined for each Incentive Stock Option at its Grant Date)
                  of Stock with  respect to which  Incentive  Stock  Options are
                  exercisable  for the first  time by such  Grantee  during  any
                  calendar  year  (under the Plan and any other  employee  stock
                  option  plan  of  the  Grantee's  employer  or any  parent  or
                  Subsidiary thereof ("Other Plans")),  determined in accordance
                  with the provisions of Section 422 of the Code,  which exceeds
                  $100,000 (the "$100,000 Limit");

                            (v) shall,  if the  aggregate  Fair Market  Value of
                  Stock  (determined  on the Grant  Date)  with  respect  to all
                  Incentive Stock Options  previously granted under the Plan and
                  any Other  Plans  ("Prior  Grants")  and any  Incentive  Stock
                  Options  under  such  grant (the  "Current  Grant")  which are
                  exercisable  for the first time during any calendar year would
                  exceed the $100,000 Limit, be exercisable as follows:

                                     (A)  the  portion  of  the  Current   Grant
                           exercisable  for the first time by the Grantee during
                           any  calendar  year  which  would,  when added to any
                           portions of any Prior Grants,  be exercisable for the
                           first time by the Grantee  during such  calendar year
                           with  respect to Stock which would have an  aggregate
                           Fair Market Value  (determined  as of the  respective
                           Grant  Dates  for  such  options)  in  excess  of the
                           $100,000  Limit shall,  notwithstanding  the terms of
                           the Current Grant,  be exercisable for the first time
                           by the Grantee in the first subsequent  calendar year
                           or years in  which  it could be  exercisable  for the
                           first  time by the  Grantee  when  added to all Prior
                           Grants without exceeding the $100,000 Limit; and

                                     (B)  viewed  as of the date of the  Current
                           Grant, if any portion of a Current Grant could not be
                           exercised  under the  provisions  of the  immediately
                           preceding   sentence   during   any   calendar   year
                           commencing  with  the  calendar  year in  which it is
                           first  exercisable  through  and  including  the last
                           calendar  year  in  which  it  may by  its  terms  be
                           exercised,  such  portion of the Current  Grant shall
                           not  be an  Incentive  Stock  Option,  but  shall  be
                           exercisable  as a  separate  option  at such  date or
                           dates as are provided in the Current Grant;

                            (vi)  shall be  granted  within  10  years  from the
                  earlier  of the date the Plan is  adopted or the date the Plan
                  is approved by the stockholders of the Company;

                            (vii)  shall  require  the  Grantee  to  notify  the
                  Committee of any  disposition of any Stock issued  pursuant to
                  the  exercise  of  the   Incentive   Stock  Option  under  the
                  circumstances   described  in  Section   421(b)  of  the  Code
                  (relating to certain  disqualifying  dispositions),  within 10
                  days of such disposition; and

                            (viii)  shall  by its  terms  not be  assignable  or
                  transferable  other  than by will or the laws of  descent  and
                  distribution   and  may  be  exercised  during  the  Grantee's
                  lifetime  only by the  Grantee;  provided,  however,  that the
                  Grantee may, to the extent  provided in the Plan in any manner
                  specified by the Committee, designate in writing a beneficiary
                  to exercise his/her Incentive Stock Option after the Grantee's
                  death.

                   Notwithstanding  the  foregoing  and  Section  4(c)(v),   the
                  Committee may, without the consent of the Grantee, at any time
                  before the exercise of an option  (whether or not an Incentive
                  Stock  Option),  take any action  necessary  to  prevent  such
                  option from being treated as an Incentive Stock Option.

                  Grant of Shares of Restricted Stock.

                              The Committee may, in its discretion, grant shares
                  of Restricted Stock to any individual eligible under Section 5
                  to receive Awards.

                              The Committee shall, in its discretion,  determine
                  the  amount,  if any,  that a Grantee  shall pay for shares of
                  Restricted  Stock.   Awards  shall  be  granted  for  no  cash
                  consideration or for such minimal cash consideration as may be
                  required by applicable law. If any such cash  consideration is
                  required,  payment shall be made in full by the Grantee before
                  the  delivery  of the shares and in any event no later than 10
                  days after the Grant Date for such shares.  In the  discretion
                  of the Committee and to the extent  permitted by law,  payment
                  may also be made in accordance with Section 10.

                              The Committee may, but need not,  provide that all
                  or any portion of a Grantee's  Award of Restricted  Stock,  or
                  Restricted  Stock acquired upon exercise of an option shall be
                  forfeited:

                                       except  as  otherwise  specified  in  the
                           Award  Agreement,  upon the Grantee's  termination of
                           employment  for any  reason  specified  in the  Award
                           Agreement  within a specified  time period  after the
                           Grant Date, or

                                       if the  Company or the  Grantee  does not
                           achieve  specified  performance  objectives  (if any)
                           within a specified  time period  after the Grant Date
                           and before the Grantee's  termination  of employment,
                           or

                                       upon   failure  to  satisfy   such  other
                           restrictions  as the  Committee  may  specify  in the
                           Award Agreement;  provided that,  subject to Sections
                           4(c)(xi)  and 14, in no case shall such Award  become
                           nonforfeitable  before the first  anniversary  of the
                           Grant Date.

                              If a share of Restricted Stock is forfeited,  then
                  (A) if the  Grantee  was  required  to pay for  such  share or
                  acquired such Restricted Stock upon the exercise of an option,
                  the  Grantee  shall be deemed  to have  resold  such  share of
                  Restricted  Stock  to the  Company  at the  lesser  of (1) the
                  amount  paid or,  if the  Restricted  Stock  was  acquired  on
                  exercise  of an option,  the Option  Price paid by the Grantee
                  for such share of  Restricted  Stock,  or (2) the Fair  Market
                  Value of a share of Stock on the date of such forfeiture;  (B)
                  the Company  shall pay to the  Grantee  the amount  determined
                  under   clause   (A)  of   this   sentence   as   soon  as  is
                  administratively  practical;  and (C) such share of Restricted
                  Stock  shall  cease to be  outstanding,  and  shall no  longer
                  confer on the Grantee  thereof any rights as a stockholder  of
                  the  Company,  from and  after the later of the date the event
                  causing the  forfeiture  occurred or the date of the Company's
                  tender  of  the  payment  specified  in  clause  (B)  of  this
                  sentence,  whether  or not  such  tender  is  accepted  by the
                  Grantee.

                              The  Committee  may  provide  that  any  share  of
                  Restricted  Stock shall be held  (together  with a stock power
                  executed in blank by the  Grantee) in escrow by the  Secretary
                  of the Company until the expiration of the  Restricted  Period
                  and/or such shares become nonforfeitable or are forfeited. Any
                  share of  Restricted  Stock shall bear an  appropriate  legend
                  specifying that such share is non-transferable  and subject to
                  the   restrictions  set  forth  in  the  Plan  and  the  Award
                  Agreement.   If  any  shares  of   Restricted   Stock   become
                  nonforfeitable,  and  any  applicable  Restricted  Period  has
                  ended, the Company shall cause certificates for such shares to
                  be issued or reissued without such legend.

                              The Committee  may provide one or more  Restricted
                  Periods  applicable to Restricted  Stock,  at its  discretion.
                  Such Restricted Period shall be measured from the first day of
                  the month in which Restricted Stock is granted with respect to
                  such Restricted Period.

                              Each grant of Restricted  Stock shall be evidenced
                  by a  written  instrument  stating  the  number  of  shares of
                  Restricted  Stock  granted,   the  Restriction   Period,   the
                  restrictions  applicable to such Restricted  Stock, the nature
                  and  terms  of  payment   of   consideration,   if  any,   the
                  consequences  of forfeiture that will apply to such Restricted
                  Stock, and any other terms, conditions and rights with respect
                  to such grant.

                              Any other  provision  of the Plan to the  contrary
                  notwithstanding,  the  Committee  may at any time  shorten any
                  Restricted Period, if it determines that conditions, including
                  but  not  limited  to,  changes  in the  economy,  changes  in
                  competitive  conditions,  changes  in  laws or  government  or
                  regulations,   changes  in   generally   accepted   accounting
                  principles,  changes  in the  Company's  accounting  policies,
                  acquisitions  or  dispositions,  or the  occurrence  of  other
                  unusual, unforeseen, or extraordinary events, so warrant.

                              The Company may, in its sole  discretion,  offer a
                  Grantee the right,  by  execution of a written  agreement,  to
                  defer receipt of all or a portion of the payment,  if any, for
                  Restricted  Stock.  If such an election to defer is made,  the
                  shares of Stock  receivable  in payment for  Restricted  Stock
                  shall be deferred as Performance  Units equal in number to and
                  exchangeable,  at the  end of the  deferral  period,  for  the
                  number  of shares of Stock  that  would  have been paid to the
                  Grantee ("Stock Units"). Such Stock Units shall represent only
                  a  contractual  right  and  shall  not  give the  Grantee  any
                  interest,  right,  or title to any shares of Stock  during the
                  deferral  period or any  rights as a  Shareholder.  Fractional
                  shares  receivable for  Restricted  Stock shall be deferred as
                  Performance Units payable in cash. Deferred Stock Units may be
                  credited  annually with the  appreciation  factor contained in
                  the  deferred  compensation   agreement,   which  may  include
                  Dividend  Equivalents.  All  other  terms  and  conditions  of
                  deferred  payments  shall  be  as  contained  in  the  written
                  agreement.

                     Grant of Stock Appreciation Rights.

          When  granted,  Stock  Appreciation  Rights  may,  but  need  not,  be
identified with shares of Stock subject to a specific option, specific shares of
Restricted Stock, or specific  Performance  Units of the Grantee  (including any
option,  shares of Restricted  Stock, or Performance  Units granted on or before
the  Grant  Date of the  Stock  Appreciation  Rights)  in a  number  equal to or
different  from the number of Stock  Appreciation  Rights so  granted.  If Stock
Appreciation  Rights are  identified  with shares of Stock subject to an option,
with  shares of  Restricted  Stock,  or with  Performance  Units,  then,  unless
otherwise provided in the applicable Award Agreement,  the Grantee's  associated
Stock Appreciation Rights shall terminate upon (i) the expiration,  termination,
forfeiture,  or  cancellation  of such option,  shares of Restricted  Stock,  or
Performance  Units,  (ii) the exercise of such option or Performance  Units,  or
(iii) the date such shares of  Restricted  Stock  become  nonforfeitable.  Stock
Appreciation  Rights  granted in connection  with  Incentive  Stock Options must
expire  no later  than the last  date on which the  underlying  Incentive  Stock
Option can be exercised;  may be granted for no more than 100% of the difference
between the Option Price of the underlying  Incentive  Stock Option and the Fair
Market Value of the Stock subject to the  underlying  Incentive  Stock Option at
the time the Stock Appreciation Right is exercised; are transferable only to the
extent  and at the  same  time  and on the  same  conditions  as the  underlying
Incentive  Stock Options;  may be exercised  only when the underlying  Incentive
Stock Options may be exercised;  and may be exercised  only when the Fair Market
Value of the shares of Stock subject to the Incentive  Stock Options exceeds the
exercise price of the Incentive Stock Options.

            Grant of Performance Units.

                 Before the grant of any Performance Unit, the Committee shall:

                     determine performance objectives applicable to such grant;

                              designate  a period  of not less than one year nor
                      more than ten years for the  measurement  of the extent to
                      which  performance  objectives are attained,  which period
                      may  begin  prior  to the  Grant  Date  (the  "Performance
                      Period");

                              assign a "Performance Percentage" to each level of
                      attainment  of  performance  objectives  goals  during the
                      Performance  Period,  with the  percentage  applicable  to
                      minimum   attainment  being  zero  percent  (O%)  and  the
                      percentage   applicable   to  maximum   attainment  to  be
                      determined by the Committee from time to time;

                              determine the Restricted Period, if any; and

                              determine  whether  Dividend   Equivalents  shall,
                      during the Performance  Period, be paid on the Performance
                      Units.

                      In  establishing  performance  goals,  the  Committee  may
                      consider  any  performance  factor  or  factors  it  deems
                      appropriate,  including net income,  growth in net income,
                      earnings per share,  growth of earnings per share,  return
                      on equity or return on capital, employment for a specified
                      period,  or  any  other  factor  measured   internally  or
                      relative  to  other  organizations  and  before  or  after
                      extraordinary  items.  Any such  factors,  however,  shall
                      include  all  accruals  for grants made under the Plan and
                      for all other employee  benefit plans of the Company.  The
                      performance  goals may be established for the Company as a
                      whole  or for only  that  part of the  Company  in which a
                      given Grantee is involved,  or a combination  thereof. The
                      Committee may, in its discretion,  establish  intermediate
                      levels at which given proportions of the Performance Units
                      shall be payable.  The Committee  may, at any time, in its
                      discretion,   modify   performance   goals   in  order  to
                      facilitate  their  attainment  for any  reason,  including
                      recognition of unusual or  nonrecurring  events  affecting
                      the Company or a Subsidiary or changes in applicable laws,
                      regulations  or  accounting  principles.  If a Grantee  is
                      promoted,  demoted or transferred to a different  business
                      unit of the Company during a Performance Period,  then, to
                      the extent the Committee  determines the performance goals
                      or Performance Period are no longer  appropriate,  (A) the
                      Committee may adjust,  change or eliminate the performance
                      goals, the applicable  Performance  Period,  or Restricted
                      Period,  if any, as it deems  appropriate in order to make
                      them appropriate and comparable to the initial performance
                      goals or Performance Period; or (B) make a cash payment to
                      the Grantee in an amount determined in accordance with the
                      method described in Section  14(b)(iii),  substituting the
                      effective date of such promotion, demotion or transfer for
                      the  termination  of  employment  referred  to in  Section
                      14(b)(iii).

                      When  granted,  Performance  Units may,  but need not,  be
                      identified  with  shares of Stock  subject  to a  specific
                      option,  specific  shares of Restricted  Stock or specific
                      Stock Appreciation Rights of the Grantee granted under the
                      Plan in a number equal to or different  from the number of
                      the Performance Units so granted. If Performance Units are
                      identified  with  shares of Stock  subject  to an  option,
                      shares of Restricted Stock or Stock  Appreciation  Rights,
                      then,  unless  otherwise  provided in the applicable Award
                      Agreement,  the  Grantee's  associated  Performance  Units
                      shall  terminate  upon  (A) the  expiration,  termination,
                      forfeiture  or  cancellation  of such  option,  shares  of
                      Restricted  Stock or Stock  Appreciation  Rights,  (B) the
                      exercise  of such option or Stock  Appreciation  Rights or
                      (C) the  date  such  shares  of  Restricted  Stock  become
                      nonforfeitable.

                      There shall be no limitation on the number of  Performance
                      Periods  or   Restriction   Periods   established  by  the
                      Committee,  and  more  than  one  Performance  Period  may
                      encompass the same fiscal year.

                      Any provision of the Plan to the contrary notwithstanding,
                      the   Committee   may  at  any  time  adjust   performance
                      objectives  (up or down) and  minimum or full  performance
                      levels  (and any  intermediate  levels and  proportion  of
                      payments  related  thereto),  adjust  the way  performance
                      objectives are measured, or shorten any Performance Period
                      or Restricted  Period,  if it determines that  conditions,
                      including  but not  limited  to,  changes in the  economy,
                      changes  in  competitive  conditions,  changes  in laws or
                      governmental  regulations,  changes in generally  accepted
                      accounting principles, changes in the Company's accounting
                      policies,  acquisition or dispositions,  or the occurrence
                      of other unusual,  unforeseen, or extraordinary events, so
                      warrant.

            Grant of Stock Bonuses. The Committee may, in its discretion,  grant
to any  individual  eligible  under  Section 5 to  receive  Awards,  other  than
executive officers of the Company, shares of Stock or such other Awards that are
denominated  or  payable  in,  valued  in whole or in part by  reference  to, or
otherwise  based  on  or  related  to,  shares  of  Stock  (including,   without
limitation,  securities convertible into shares), as are deemed by the Committee
to be consistent  with the purposes of the Plan,  provided,  however,  that such
grants must comply with applicable law. Subject to the terms of the Plan and any
applicable  Award  Agreement,  the  Committee  shall  determine  the  terms  and
conditions of such Awards.

                 7. GRANTEE'S AGREEMENT TO SERVE. Each Grantee who is granted an
Award shall,  by  executing  such  Grantee's  Award  Agreement,  agree that such
Grantee will remain in the employ of the Company or any of its  Subsidiaries for
at least one year after the Grant Date.  No  obligation of the Company or any of
its  Subsidiaries as to the length of any Grantee's  employment shall be implied
by the  terms  of the  Plan,  any  grant  of an  Award  hereunder  or any  Award
Agreement. The Company and its Subsidiaries reserve the same rights to terminate
employment of any Grantee as existed before the Effective Date.

                8. NON-TRANSFERABILITY. Each Award (other than Restricted Stock)
granted hereunder shall not be assignable or transferable  other than by will or
the laws of descent and distribution; provided, however, that a Grantee may in a
manner  specified by the  Committee  and to the extent  provided in the Plan (a)
designate in writing a beneficiary to exercise his/her Award after the Grantee's
death and (b) transfer an option (other than an Incentive  Stock Option),  Stock
Appreciation  Right or Performance Unit to a revocable,  inter vivos trust as to
which the  Grantee is both the settlor  and  trustee,  but in no event shall any
transfer  described  in this  clause (b) by a Section  16  Grantee be  effective
unless the staff of the SEC shall have  issued an  interpretive  or "no  action"
letter to the effect that a provision  to such effect is not  inconsistent  with
Rule  16b-3(a)(2) of the SEC under the 1934 Act; and (c) if the Award  Agreement
expressly  permits,  transfer  an  award  (other  than  Restricted  Stock  or an
Incentive Stock Option) for no consideration to any of the following permissible
transferees (each a "Permissible  Transferee"):  (x) any member of the Immediate
Family of the Grantee to whom such Award was  granted,  (y) any trust solely for
the benefit of members of the Grantee's Immediate Family, or (z) any partnership
whose only partners are members of the Grantee's  Immediate Family;  and further
provided that (I) the  transferee  shall remain  subject to all of the terms and
conditions  applicable to such Award prior to such  transfer;  and (ii) any such
transfer  shall be subject to and in accordance  with the rules and  regulations
prescribed by the Committee in accordance with Section  4(c)(xiv).  For purposes
of this  Section 8,  "Immediate  Family"  means,  with  respect to a  particular
Grantee,  such  Grantee's  spouse,  children  and  grandchildren.  Each share of
Restricted   Stock   shall  be   nontransferable   until  such   share   becomes
nonforfeitable and the Restricted Period, if any, lapses.

                 9. EXERCISE.

               (a) Exercise of Options.  Subject to Sections 4(c)(xi) and 14 and
               such terms and  conditions  as the  Committee  may  impose,  each
               option shall be exercisable in one or more installments.

               Each  option  shall be  exercised  by  delivery to the Company of
               written notice of intent to purchase a specific  number of shares
               of Stock subject to the option. The Option Price of any shares of
               Stock or shares of  Restricted  Stock as to which an option shall
               be exercised  shall be paid in full at the time of the  exercise.
               Payment may, at the  election of the Grantee,  be made in any one
               or any combination of the following:

                     cash;

                     Stock held by the  Grantee  for at least 6 months  prior to
                 exercise of the option,  valued at its Fair Market Value on the
                 date of exercise;

                     with the approval of the  Committee,  shares of  Restricted
                 Stock  held by the  Grantee  for at  least 6  months  prior  to
                 exercise of the option, each valued at the Fair Market Value of
                 a share of Stock on the date of exercise; or

                    through   simultaneous  sale  through  a  broker  of  shares
                 acquired on exercise,  as permitted  under  Regulation T of the
                 Federal Reserve Board.

               In the discretion of the Committee and to the extent permitted by
               law, payment may also be made in accordance with Section 10.

               If Restricted Stock ("Tendered  Restricted Stock") is used to pay
               the  Option  Price  for  Stock  subject  to an  option,  then the
               Committee  may, but need not,  specify that (i) all the shares of
               Stock  acquired on exercise of the option shall be subject to the
               same restrictions as the Tendered Restricted Stock, determined as
               of the date of exercise of the option, or (ii) a number of shares
               of Stock  acquired on exercise of the option  equal to the number
               of  shares  of  Tendered   Restricted  Stock  shall,  unless  the
               Committee provides otherwise, be subject to the same restrictions
               as the Tendered  Restricted  Stock,  determined as of the date of
               exercise of the option.

               (b) Exercise of Stock  Appreciation  Rights.  Subject to Sections
               4(c)(xi) and 14 and such terms and  conditions  as the  Committee
               may impose,  each Stock  Appreciation  Right shall be exercisable
               not earlier than the first  anniversary of the Grant Date of such
               Stock Appreciation  Right, to the extent the option with which it
               is  identified,  if any,  may be  exercised,  to the  extent  the
               Restricted  Stock  with  which  it  is  identified,  if  any,  is
               nonforfeitable  and the Restricted Period, if any, has lapsed, or
               to the extent the  Performance  Unit with which it is identified,
               if  any,  may  be  exercised  unless  otherwise  provided  by the
               Committee.  Stock  Appreciation  Rights  shall  be  exercised  by
               delivery to the Company of written notice of intent to exercise a
               specific number of Stock  Appreciation  Rights.  Unless otherwise
               provided in the applicable Award Agreement, the exercise of Stock
               Appreciation  Rights  which are  identified  with shares of Stock
               subject to an option,  shares of Restricted  Stock or Performance
               Units shall  result in the  cancellation  or  forfeiture  of such
               option,  shares of Restricted Stock or Performance  Units, as the
               case may be, to the extent of such exercise.

               The benefit for each Stock  Appreciation Right exercised shall be
               equal to:

                            (i) the Fair Market Value of a share of Stock on the
                  date of such exercise or, if the Committee  shall so determine
                  in the case of any such right  other  than one  related to any
                  Incentive Stock Option,  at any time during a specified period
                  before or after the date of exercise, reduced by

                            (ii)  an amount equal to:

                              for any Stock  Appreciation  Right identified with
                  shares of Stock subject to an option, the Option Price of such
                  option,  unless  the  Committee  in the  grant  of  the  Stock
                  Appreciation Right specified a higher amount, or

                              for any other Stock  Appreciation  Right, the Fair
                  Market  Value of a share of  Stock on the  Grant  Date of such
                  Stock Appreciation Right, unless the Committee in the grant of
                  the  Stock  Appreciation  Right  specified  a  higher  amount;
                  provided that the Committee,  in its  discretion,  may provide
                  that the  benefit for any Stock  Appreciation  Right shall not
                  exceed such  percentage of the Fair Market Value of a share of
                  Stock on such Grant Date as the Committee shall specify.

          The benefit upon the exercise of a Stock  Appreciation  Right shall be
payable in cash, except that the Committee,  may, in its discretion,  provide in
the Award Agreement that benefits,  with respect to any particular exercise, may
be paid wholly or partly in Stock.

               (c) Exercise of Performance Units.

                   (i)  Subject to Section 14 and such terms and  conditions  as
         the Committee may impose, if, with respect to any Performance Unit, the
         minimum performance objectives have been achieved during the applicable
         Performance  Period,  then such  Performance  Unit shall be exercisable
         commencing on the later of (A) the first  anniversary of the Grant Date
         or (B)  the  first  day  after  the end of the  applicable  Performance
         Period.

          Performance  Units  shall be  exercised  by delivery to the Company of
         written  notice of intent to exercise a specific  number of Performance
         Units;  provided,  however,  that Performance Units not identified with
         shares of Stock  subject to an option,  shares of  Restricted  Stock or
         Stock  Appreciation  Rights  shall be deemed  exercised  on the date on
         which they first become  exercisable.  Unless otherwise provided in the
         applicable Award Agreement, the exercise of Performance Units which are
         identified  with  shares  of Stock  subject  to an  option,  shares  of
         Restricted  Stock or Stock  Appreciation  Rights  shall  result  in the
         cancellation  or  forfeiture of such shares of Stock subject to option,
         shares of Restricted Stock or Stock  Appreciation  Rights,  as the case
         may be, to the extent of such exercise.

                      (ii) The benefit for each Performance Unit exercised shall
                      be an amount equal to the product of:

                         (A) the Unit Value (as defined below) multiplied by

                         (B) the  Performance  Percentage  attained  during  the
                         Performance Period for such Performance Unit.

                       (iii)  The Unit  Value  shall  be,  as  specified  by the
                       Committee,

                       a dollar amount, or

                         (B) an  amount  equal to the Fair  Market  Value of one
                         share of Stock on the exercise date of the  Performance
                         Unit, including, if so provided in the Award Agreement,
                         an amount ("Dividend  Equivalent  Amount") equal to the
                         value that would result if dividends paid on a share of
                         Stock on or after the Grant  Date and on or before  the
                         exercise  date were  invested  in shares of Stock as of
                         each respective dividend payment date, or

                         (C) an  amount  equal to the Fair  Market  Value of one
                         share of Stock on the Grant Date (plus, if so specified
                         in the Award Agreement,  a Dividend Equivalent Amount),
                         or

                         (D) an  amount  equal to the Fair  Market  Value of one
                         share of Stock on the exercise date of the  Performance
                         Unit (plus, if so specified in the Award  Agreement,  a
                         Dividend Equivalent Amount), reduced by the Fair Market
                         Value  of a share of  Stock  on the  Grant  Date of the
                         Performance Unit, or

                         (E) a number of shares of Stock.

                            (iv) The benefit upon the exercise of a  Performance
                           Unit  shall  be  payable  upon   termination  of  the
                           applicable   Restricted   Period   as   soon   as  is
                           administratively  practicable  after the later of (A)
                           the  date  the  Grantee  exercises  or is  deemed  to
                           exercise such  Performance  Unit, or (B) the date (or
                           dates  in  the  event  of  installment  payments)  as
                           provided in the applicable Award Agreement.

                                     Such  benefit  shall be  payable in cash or
                           wholly or partly in shares of Stock.  If a Restricted
                           Period  has  been   established   in  relation  to  a
                           Performance  Unit  payable,  in whole or in part,  in
                           shares of Stock ("Stock  Performance  Unit"),  one or
                           more  certificates  representing the number of shares
                           of  Stock  equal to the  number  of  shares  of Stock
                           payable   under  the   Performance   Units  shall  be
                           registered  in the name of the  Grantee  but shall be
                           held by the Company  for the account of the  Grantee.
                           Such  shares  of  Stock  will be  nonforfeitable  but
                           restricted   as   to   transferability   during   the
                           applicable  Restricted  Period.  At  the  end  of the
                           Restricted Period all restrictions  applicable to the
                           shares of Stock,  and other  securities  or  property
                           received  with  respect  to the  shares  held  by the
                           Company for the account of each  recipient  of shares
                           of Stock under  Performance Units granted in relation
                           to such  Restricted  Period shall  lapse,  and one or
                           more  certificates for such shares of Stock,  free of
                           the restrictions shall be delivered to the Grantee.

                                     In event the Award Agreement  provides that
                           the benefit  may be paid  wholly in Stock  unless the
                           Committee,  in its discretion,  specifies at the time
                           of exercise  that the benefit shall be paid partly or
                           wholly in cash, the number of shares of Stock payable
                           in lieu of cash shall be  determined  by valuing  the
                           Stock at its  Fair  Market  Value  on the  date  such
                           benefit is to be paid.

                                     (v)  The   Committee   may,   in  its  sole
                           discretion,  offer a Grantee the right,  by execution
                           of a written  agreement,  to defer the receipt of all
                           or any portion of the  payment,  if any, of shares of
                           Stock or cash due under a  Performance  Unit. If such
                           an election to defer is made, the Stock receivable in
                           payment for shares under a Performance  Unit shall be
                           deferred  as  Stock  Units  equal  in  number  to and
                           exchangeable,  at the end of the deferral period, for
                           the  number of shares of Stock  that  would have been
                           paid to the Grantee but for the deferral.  Such Stock
                           Units shall  represent  only a contractual  right and
                           shall not give the  Grantee  any  interest,  right or
                           title to any Stock  during the deferral  period.  The
                           cash or fractional  shares  receivable in payment for
                           Performance  Units  shall be  deferred as cash units.
                           Deferred  Stock  Units and cash units may be credited
                           annually with the  appreciation  factor  contained in
                           the written  agreement,  which may  include  Dividend
                           Equivalents.   All  other  terms  and  conditions  of
                           deferred  payments  shall  be  as  contained  in  the
                           written agreement.

               (d) Special Rules for Section 16 Grantees.  No Stock Appreciation
               Right,  option or Performance  Unit (if the benefit  payable with
               respect to such Performance Unit is to be determined by reference
               to the Fair Market Value of the Stock on the date the Performance
               Unit is exercised)  shall be  exercisable by a Section 16 Grantee
               during  the first six  months  after  its Grant  Date,  except as
               exempted  from  Section  16 of the 1934 Act under  Rule  16a-2(d)
               under the 1934 Act.  Any grant  hereunder to a Section 16 Grantee
               shall be subject  to  approval  of the Plan by a majority  of the
               Stockholders of the Company.

                 10. LOANS AND GUARANTEES. The Committee may, in its discretion:

               (a) allow a Grantee to defer payment to the Company of all or any
               portion of (i) the Option  Price of an option,  (ii) the purchase
               price  of a  share  of  Restricted  Stock,  or  (iii)  any  taxes
               associated  with a benefit  hereunder which is not a cash benefit
               at the time such benefit is so taxable, or

               (b) cause the  Company to  guarantee a loan from a third party to
               the  Grantee,  in an amount  equal to all or any  portion of such
               Option Price, purchase price, or any related taxes.

               Any such payment,  deferral or guarantee by the Company  pursuant
               to this Section 10 shall be on such terms and  conditions  as the
               Committee  may   determine;   provided  that  the  interest  rate
               applicable  to any  such  payment  deferral  shall  not  be  more
               favorable  to the  Grantee  than the  terms  applicable  to funds
               borrowed by the Company and, in the case of any payment  deferral
               for the Option Price for an Incentive Stock Option,  shall not be
               less than the  "applicable  federal rate",  as defined in Section
               1274 of the Code, in effect at the time of such payment deferral,
               or any other minimum interest rate established  under Federal tax
               laws to avoid the  imputation  of interest.  Notwithstanding  the
               foregoing,  a Grantee  shall not be entitled to defer the payment
               of such Option Price,  purchase price or any related taxes unless
               the Grantee enters into a binding  obligation with the Company to
               pay the deferred amount. If the Committee has permitted a payment
               deferral  or caused the Company to  guarantee a loan  pursuant to
               this  Section 10,  then the  Committee  may,  in its  discretion,
               require  the  immediate  payment of such  deferred  amount or the
               immediate   release  of  such   guarantee   upon  the   Grantee's
               termination  of  employment  or if the Grantee sells or otherwise
               transfers the  Grantee's  shares of Stock  purchased  pursuant to
               such deferral or guarantee.


                 11.  NOTIFICATION  UNDER CODE SECTION 83(b). The Committee may,
on the Grant Date or any later date, prohibit a Grantee from making the election
described  below.  If the Committee has not prohibited  such Grantee from making
such  election,  and the Grantee shall,  in connection  with the exercise of any
option,  the  grant  of  any  share  of  Restricted  Stock,  or the  grant  of a
Performance Unit for Stock,  make the election  permitted under Section 83(b) of
the Code (i.e.,  an election to include in such  Grantee's  gross  income in the
year of  transfer  the amounts  specified  in Section  83(b) of the Code),  such
Grantee  shall  notify  the  Company of such  election  within 10 days of filing
notice of the election  with the Internal  Revenue  Service,  in addition to any
filing and  notification  required  pursuant  to  regulations  issued  under the
authority of Section 83(b) of the Code.

                12.  MANDATORY WITHHOLDING OF TAXES.

               (a)  Whenever  under the Plan,  cash or shares of Stock are to be
               delivered upon exercise or payment of an Award or upon a share of
               Restricted  Stock  becoming  nonforfeitable,  or any other  event
               occurs which subjects the Grantee to income taxes with respect to
               rights and benefits  hereunder,  the Company shall be entitled to
               require as a condition of delivery (i) that the Grantee  remit an
               amount  sufficient  to  satisfy  all  federal,  state,  and local
               withholding   tax   requirements   related   thereto,   (ii)  the
               withholding of such sums from  compensation  otherwise due to the
               Grantee or from any shares of Stock due to the Grantee  under the
               Plan, or (iii) any combination of the foregoing.

               (b)  If  any  disqualifying   disposition  described  in  Section
               6(c)(vii) is made with respect to shares of Stock  acquired under
               an  Incentive  Stock Option  granted  pursuant to the Plan or any
               election  described in Section 11 is made, then the person making
               such  disqualifying  disposition  or election  shall remit to the
               Company an amount  sufficient to satisfy all federal,  state, and
               local withholding taxes thereby incurred;  provided that, in lieu
               of or in addition to the  foregoing,  the Company  shall have the
               right to withhold  such sums from  compensation  otherwise due to
               the Grantee or from any shares of Stock due to the Grantee  under
               the Plan.

                            13.  ELECTIVE SHARE WITHHOLDING.

              (a) Subject to Section 13(b), a Grantee may elect the  withholding
              ("Share Withholding") by the Company of a portion of the shares of
              Stock  otherwise  deliverable to such Grantee upon the exercise or
              payment of an Award or upon a share of Restricted  Stock  becoming
              nonforfeitable (each a "Taxable Event") having a Fair Market Value
              equal to: 

                    (i)  the  minimum  amount   necessary  to  satisfy  required
              federal, state, or local withholding tax liability attributable to
              the Taxable Event (in 1995, the minimum amount required by federal
              tax withholding rules is 20% of the Grantee's taxable income); or

                   (ii) with the Committee's  prior approval,  a greater amount,
              not to exceed the  estimated  total amount of such  Grantee's  tax
              liability with respect to the Taxable Event.

              (b) Each Share Withholding  election by a Grantee shall be subject
              to the following restrictions:

                   (i)  any   Grantee's   election   shall  be  subject  to  the
              Committee's  right to revoke such election of Share Withholding by
              such  Grantee at any time  before the  Grantee's  election  if the
              Committee has reserved the right to do so in the Award Agreement;

                   (ii) if the Grantee is a Section 16 Grantee,  such  Grantee's
              election  shall be subject to the approval of the Committee at any
              time,  whether or not the  Committee  has reserved the right to do
              so;

                   (iii) the  Grantee's  election  must be made  before the date
              (the  "Tax  Date") on which the  amount of tax to be  withheld  is
              determined;

                   (iv)  the Grantee's election shall be irrevocable;

                   (v) a Section  16  Grantee  may not elect  Share  Withholding
              within six months  after the grant of the related  Option or Stock
              Appreciation  Rights  (except  if the  Grantee  dies or  incurs  a
              Disability before the end of the six-month period);

                   (vi) except to the extent such condition may be waived by the
              Senior Vice  President/Legal  of the Company, a Section 16 Grantee
              must elect Share Withholding either six months before the Tax Date
              or during  the ten  business  day  period  beginning  on the third
              business  day after the  release  of the  Company's  quarterly  or
              annual summary statement of sales and earnings; and

                   (vii) provided,  however,  that no share withholding shall be
              effective  with respect to an Award which was  transferred  by the
              Grantee in accordance with this Plan.

                 14. TERMINATION OF EMPLOYMENT.

               (a) For Cause.  If a Grantee has a termination  of employment for
               Cause,

               (i) the Grantee's shares of Restricted Stock that are forfeitable
              shall thereupon be forfeited, subject to the provisions of Section
              6(d)(iv)  regarding  repayment of certain  amounts to the Grantee;
              and

               (ii)  any  unexercised  option,   Stock  Appreciation  Right,  or
              Performance Unit shall thereupon terminate.

               (b) On Account of Death or Disability. Except as may otherwise be
               provided in the Award  Agreement if the Grantee has a termination
               of employment:

               (i)  Restricted Stock.

                  (A)  prior  to  the  shares  of  Restricted   Stock   becoming
             non-forfeitable by reason of:
                    
                    (i) death,  all  Restricted  Stock  granted to such  Grantee
              shall become non-forfeitable.

                    (ii) the Disability of Grantee,  such termination  shall not
              constitute a termination  of employment for purposes of Restricted
              Stock and such Grantee shall not forfeit any Restricted Stock held
              by  him\her,  provided  that  during the  balance of the period in
              which the Restricted Stock would otherwise remain forfeitable such
              Grantee  does  not  engage  in or  assist  any  business  that the
              Company,  in its sole discretion,  determines to be in competition
              with  business  engaged in by it. A Grantee  who does engage in or
              assist any  business  that the  Company,  in its sole  discretion,
              determines to be in  competition  with business  engaged in by it,
              shall be deemed to have terminated employment.

                  (B) after the Restricted Stock is nonforfeitable  but prior to
             the end of Restricted  Period, by reason of death or Disability all
             Restricted  Stock  granted  to such  Grantee  shall be  immediately
             payable.

                   (ii)  Options/SARs.  By  reason of death or  Disability,  any
              unexercised  option or Stock  Appreciation  Right,  to the  extent
              exercisable on the date of termination of employment upon death or
              Disability,  may be  exercised,  in whole or in part,  at any time
              within five months after such  termination  of  employment  by the
              Grantee, the Grantee's guardian,  legal representative,  or, after
              the  Grantee's  death,  by (A)  his/her  personal  representative,
              executor,  administrator,  or by the  person to whom the option or
              Stock  Appreciation Right is transferred by will or the applicable
              laws of descent and  distribution,  (B) the Grantee's  beneficiary
              designated in accordance with Sections 6(c)(viii) or 8, or (C) the
              then-acting  trustee of the trust  described  in clause (b) of the
              first  sentence of Section 8 (but only if the  condition set forth
              in such clause (b) has been satisfied); and

                   (iii)   Performance   Units.   

                  (A)  By  reason  of  death  or  Disability,   any  unexercised
             Performance  Unit,  to  the  extent  exercisable  on  the  date  of
             termination  of  employment  on account of the  Grantee's  death or
             Disability,  may be  exercised  in whole  or in  part,  at any time
             within five months after  termination of employment by the Grantee,
             the  Grantee's  guardian,   legal  representative,   or  after  the
             Grantee's death, by (A) his/her personal representative,  executor,
             administrator,  or by the  person to whom the  Performance  Unit is
             transferred  by  will  or  the  applicable   laws  of  descent  and
             distribution,

                  (B) the Grantee's  beneficiary  designated in accordance  with
             Section 8, or (C) the  then-serving  trustee of the trust described
             in clause (b) of the first  sentence  of Section 8 (but only if the
             condition  set  forth  in  such  clause  (b) has  been  satisfied);
             provided that the benefit  payable with respect to any  Performance
             Unit with respect to which the Performance  Period has not ended as
             of the date of such termination of employment shall be equal to the
             product of the Unit Value  multiplied  successively  by each of the
             following:

                            (1) a fraction, the numerator of which is the number
                     of calendar months  (including as a whole month any partial
                     month)  that  have  elapsed  since  the  beginning  of such
                     Performance  Period until the date of such  termination  of
                     employment  and the  denominator  of which is the number of
                     months  (including  as a whole month any partial  month) in
                     the Performance Period (the "Time Proration Factor"); and

                            (2) a percentage  equal to the greater of the target
                     percentage,  if  any,  specified  in the  applicable  Award
                     Agreement or the maximum percentage,  if any, that would be
                     earned under the terms of the  applicable  Award  Agreement
                     assuming that the rate at which the performance  goals have
                     been  achieved  as of  the  date  of  such  termination  of
                     employment  would continue until the end of the Performance
                     Period (the "Performance Percentage Factor"); and

                      provided  further,  that  in the  case of  Disability  and
                     following  Disability,  such  Grantee does not engage in or
                     assist  in any  business  that  the  Company,  in its  sole
                     discretion,  determines  to  be  in  competition  with  the
                     business  engaged  in by it  during  the  remainder  of the
                     applicable Performance Period. A Grantee who does engage in
                     or  assist  any  business  that  the  Company,  in its sole
                     discretion,  determines  to  be  in  competition  with  the
                     business   engaged  in  by  it  shall  be  deemed  to  have
                     terminated employment.

               (c) On Account of Retirement.

               (i) If a Grantee has a  termination  of  employment on account of
              Retirement,  any unexercised  option or Stock  Appreciation  Right
              (other than a Stock  Appreciation Right identified with a share of
              Restricted Stock or a Performance Unit) which is then exercisable,
              may be exercised, in whole or in part, not later than the 30th day
              following  the  Grantee's  Retirement,   provided  that  following
              Retirement,  such  Grantee  does not  engage  in or  assist in any
              business that the Company,  in its sole discretion,  determines to
              be in competition  with the business  engaged in by it during such
              period; provided, however, that if such 30th day is not a business
              day, such option or Stock  Appreciation Right may be exercised not
              later than the first  business  day  following  such 30th day; and
              provided further,  that if the Grantee dies within such thirty-day
              period, then the exercisability of the Grantee's options and Stock
              Appreciation Rights shall be determined under Section 14(b).

               (ii) The  non-forfeitability  and exercisability of the Grantee's
              Restricted Stock and Performance Units (and any Stock Appreciation
              Rights  identified  therewith)  shall be determined  under Section
              14(d).

               (d)  Any  Other  Reason.  If  a  Grantee  has  a  termination  of
               employment  for a  reason  other  than  for  Cause,  death of the
               Grantee, the Grantee's  Disability,  and, with respect to options
               and Stock  Appreciation  Rights  (other  than Stock  Appreciation
               Rights   identified  with  a  share  of  Restricted  Stock  or  a
               Performance  Unit),  the termination of employment is for reasons
               other than the Grantee's Retirement,

                   (i)  Restricted  Stock.  The  Grantee's  shares of Restricted
              Stock (and any Stock Appreciation Rights identified therewith), to
              the extent forfeitable on the date of the Grantee's termination of
              employment, shall be forfeited on such date. If the termination of
              employment    occurs   after   the   Restricted    Stock   becomes
              nonforfeitable but prior to the end of a Restricted  Period,  such
              termination  shall not have any effect on any  Restricted  Period,
              unless  the  Committee,  in its sole  discretion,  finds  that the
              circumstances so warrant and determines that the Restricted Period
              shall end on an earlier date as determined by the  Committee,  and
              that  shares  held  by the  Company  shall  be  paid  as  soon  as
              practicable following such earlier date;

                   (ii) Options.  Any unexercised  option or Stock  Appreciation
              Right (other than a Stock  Appreciation  Right  identified  with a
              share of  Restricted  Stock  or  Performance  Unit) to the  extent
              exercisable   on  the  date  of  the  Grantee's   termination   of
              employment,  may be exercised in whole or in part,  not later than
              the 30th day following the Grantee's  termination  of  employment;
              provided,  however,  that if such 30th day is not a business  day,
              such option or Stock Appreciation Right may be exercised not later
              than the first  business day following such 30th day; and provided
              further,  that if the Grantee dies within such thirty-day  period,
              then  the  exercisability  of  the  Grantee's  options  and  Stock
              Appreciation Rights shall be determined under Section 14(b).

                   (iii) Performance Units. The Grantee's Performance Units (and
              any Stock  Appreciation  Rights  identified  therewith) may become
              non-forfeitable and may be exercised in whole or in part, but only
              if and to the  extent  determined  by the  Committee  in its  sole
              discretion.

               (e) Extension of Term. In the event of  termination of employment
               other  than for Cause,  the term of any Award  which by its terms
               would  otherwise  expire  after  the  Grantee's   termination  of
               employment  but  prior  to the end of the  period  following  the
               Grantee's  termination  of employment  described in Sections (b),
               (c), and (d) above for exercise of Awards shall be extended so as
               to permit any unexercised  portion thereof to be exercised at any
               time within such period to the extent  exercisable on the date of
               the Grantee's termination of employment;  provided, however, that
               in no event  may the term of any Award  expire or be  exercisable
               more than 15 years (ten years for Incentive  Stock Options) after
               the Grant Date of such Award.

                 15. CHANGE IN CONTROL.  Notwithstanding  any other provision of
the Plan to the  contrary,  if, while any Awards remain  outstanding  under this
Plan,  a "Change in  Control"  (as defined  below)  should  occur,  then (1) all
options  and SARs that are  outstanding  at the time of such  Change in  Control
shall become  immediately  vested and exercisable in full; (2) all  restrictions
with respect to shares of Restricted Stock shall lapse, and such shares shall be
fully vested and  nonforfeitable;  and (3) with respect to Awards of Performance
Units, all Performance Periods outstanding at the time of such Change in Control
shall be  deemed  to have  been  completed,  the  maximum  level of  performance
assigned to all Performance  Percentages  shall be deemed to have been attained,
all applicable  Restricted  Periods shall lapse and a pro rata portion (based on
the number of full and partial  months  which have  elapsed with respect to each
Performance   Period)  of  each  such  outstanding  Award  for  all  outstanding
Performance  Periods  shall  become  payable in cash to each  Grantee,  with the
remainder of each such outstanding  Award being cancelled for no value. A Change
in Control shall be deemed to have occurred if the  conditions  set forth in any
one of the following paragraphs shall have been satisfied:

          (i) any person (as defined in Section 3(a)(9) of the 1934 Act, as such
         term is modified in  Sections  13(d) and 14(d) of the 1934 Act),  other
         than (1) any employee plan  established by the Company,  any Affiliate,
         or any Subsidiary (2) the Company,  an Affiliate or Subsidiary,  (3) an
         underwriter  temporarily  holding securities pursuant to an offering of
         such securities, or (4) a corporation owned, directly or indirectly, by
         stockholders of the Company in  substantially  the same  proportions as
         their  ownership of the  Company,  is or becomes the  beneficial  owner
         (within  the  meaning  of Rule 13d-3  promulgated  under the 1934 Act),
         directly or indirectly,  of securities of the Company (not including in
         the  securities  beneficially  owned  by  such  person  any  securities
         acquired directly from the Company, its Subsidiaries or its Affiliates)
         representing 50% or more of either the then outstanding shares of Stock
         or the combined voting power of the Company's then  outstanding  voting
         securities;

          (ii) a change in the  composition  of the Board such that  individuals
         who,  as  of  September  30,  1995,  constitute  the  Board  (including
         individuals  deemed to be members of the Board as of September 30, 1995
         by virtue  of the  application  of this  paragraph,  although  actually
         elected at a later time) cease for any reason to  constitute at least a
         majority  thereof;  for  purposes  of this  paragraph,  any  person who
         becomes a member of the Board  subsequent  to  September  30,  1995 and
         whose nomination for election is approved by at least a majority of the
         members of the Board as of September  30, 1995 (other than a nomination
         of an individual  whose  initial  assumption of office is in connection
         with an actual or threatened  election contest relating to the election
         of the  members of the Board,  as such terms are used in Rule 14a-11 of
         Regulation  14A  under  the 1934  Act)  shall be deemed a member of the
         Board as of September 30, 1995;

          (iii)  the   stockholders   of  the   Company   approve  a  merger  or
         consolidation of the Company with any other corporation, other than (1)
         a merger or consolidation  which would result in the voting  securities
         of the Company  outstanding  immediately  prior  thereto  continuing to
         represent  (either by remaining  outstanding or by being converted into
         voting  securities of the surviving entity or any parent  thereof),  in
         combination  with the  ownership  of any  trustee  or  other  fiduciary
         holding securities under an employee benefit plan of the Company or any
         Affiliate or Subsidiary,  at least 50% of the combined  voting power of
         the voting  securities of the Company or such  surviving  entity or any
         parent   thereof   outstanding   immediately   after  such   merger  or
         consolidation, or (2) a merger or consolidation effected to implement a
         recapitalization  of the Company (or similar  transaction)  in which no
         person  (determined  pursuant  to clause (i)  above) is or becomes  the
         beneficial owner, directly or indirectly,  of securities of the Company
         (not including in the securities  beneficially owned by such person any
         securities acquired directly from the Company,  its Subsidiaries or its
         Affiliates)  representing  50% or more of either  the then  outstanding
         shares of Stock or the  combined  voting  power of the  Company's  then
         outstanding voting securities; or

          (iv) the  stockholders of the Company approve a plan of liquidation of
         the Company or an agreement for the sale or  disposition by the Company
         of all or substantially all of the Company's assets,  other than a sale
         or  disposition  by the  Company  of all  or  substantially  all of the
         Company's  assets to an  entity,  at least 50% of the  combined  voting
         power of the  voting  securities  of which  are  owned  by  persons  in
         substantially  the same  proportions as their  ownership of the Company
         immediately prior to such sale.

          Notwithstanding the foregoing, no Change in Control shall be deemed to
         have  occurred if there is  consummated  any  transaction  or series of
         integrated transactions  immediately following which the record holders
         of  Stock   immediately   prior  to  such   transaction  or  series  of
         transactions  continue  to have  substantially  the same  proportionate
         ownership  in an entity which owns  substantially  all of the assets of
         the  Company  immediately  prior  to  such  transaction  or  series  of
         transactions.

                 16.  EQUITY  INCENTIVE  PLANS  OF  FOREIGN  SUBSIDIARIES.   The
Committee  may  authorize  any foreign  Subsidiary  to adopt a plan for granting
Awards ("Foreign Equity Incentive Plan").  All awards granted under such Foreign
Equity  Incentive  Plans shall be treated as grants under the Plan. Such Foreign
Equity  Incentive  Plans shall have such terms and  provisions  as the Committee
permits not  inconsistent  with the provisions of the Plan and which may be more
restrictive than those contained in the Plan.  Awards granted under such Foreign
Equity  Incentive Plans shall be governed by the terms of the Plan except to the
extent  that the  provisions  of the  Foreign  Equity  Incentive  Plans are more
restrictive  than the terms of the Plan, in which case such terms of the Foreign
Equity Incentive Plans shall control.

                 17.  SUBSTITUTED  AWARDS.  If the  Committee  cancels any Award
(granted  under this Plan or any plan of any entity  acquired  by the Company or
any of its  Subsidiaries),  and a new Award is  substituted  therefor,  then the
Committee may, in its discretion, determine the terms and conditions of such new
Award;  provided  that (a) the Option  Price of any new option shall not be less
than l00% of the Fair  Market  Value of a share of Stock on the date of grant of
the new Award; (b) no Award shall be cancelled without the consent of Grantee if
the terms and conditions of the new Award to be substituted  are not at least as
favorable  as the terms and  conditions  of the Award to be  cancelled  (and the
Grant  Date of the new  Award  shall  be the date on  which  such  new  Award is
granted);  and (c) no Section  16  Grantee  may  exercise  a  substituted  Stock
Appreciation  Right or a substituted  option (or substituted  Performance  Unit)
identified  with a Stock  Appreciation  Right  within six months after the Grant
Date  (calculated  without  reference  to this  Section 17) of such  substituted
option,  unless the  Company  shall have  received an opinion of counsel for the
Company or "no action" or  interpretive  letter from the staff of the SEC to the
effect that such  limitation is not necessary in order to avoid  liability under
Section 16(b) of the 1934 Act.

                 18. SECURITIES LAW MATTERS.

               (a)  If  the  Committee   deems  necessary  to  comply  with  the
               Securities  Act of 1933,  the  Committee  may  require  a written
               investment  intent  representation by the Grantee and may require
               that a restrictive  legend be affixed to certificates  for shares
               of Stock.

               (b) If,  based upon the opinion of counsel for the  Company,  the
               Committee determines that the exercise or non-forfeitability  of,
               or delivery of benefits  pursuant to, any Award would violate any
               applicable  provision of (i) federal or state  securities laws or
               (ii) the listing requirements of any national securities exchange
               on which are listed any of the Company's equity securities,  then
               the Committee may postpone any such exercise,  non-forfeitability
               or  delivery,  as the case may be, but the Company  shall use its
               best  efforts  to  cause  such  exercise,  non-forfeitability  or
               delivery  to  comply  with all such  provisions  at the  earliest
               practicable date.

               (c) With respect to Section 16 Grantees,  transactions under this
               Plan are  intended to comply with all  applicable  conditions  of
               Rule 16b-3 or its  successors  under the 1934 Act.  To the extent
               that any provision of the Plan or action by the  Committee  fails
               to so  comply,  it shall be deemed  null and void,  to the extent
               permitted by law and deemed advisable by the Committee.

                 19.  FUNDING.  Benefits  payable  under the Plan to any  person
shall be paid  directly by the  Company.  The  Company  shall not be required to
fund, or otherwise  segregate  assets to be used for payment of,  benefits under
the Plan.

                 20. NO  EMPLOYMENT  RIGHTS.  Neither the  establishment  of the
Plan,  nor the  granting of any Award shall be construed to (a) give any Grantee
the right to remain employed by the Company or any of its Subsidiaries or to any
benefits not  specifically  provided by the Plan or (b) in any manner modify the
right of the Company or any of its  Subsidiaries to modify,  amend, or terminate
any of its employee benefit plans. Further, the Company or Subsidiary may at any
time dismiss a Grantee from  employment,  free from any liability,  or any claim
under the plan, unless otherwise  expressly provided in the Plan or in any Award
Agreement.

                 21. RIGHTS AS A STOCKHOLDER.  A Grantee shall not, by reason of
any Award  (other  than Bonus  Stock or  Restricted  Stock)  have any right as a
stockholder  of the  Company  with  respect to the shares of Stock  which may be
deliverable  upon  exercise or payment of such Award until such shares have been
delivered to him. Shares of Restricted Stock held by a Grantee or held in escrow
by the  Secretary  of the  Company  shall  confer on the Grantee all rights of a
stockholder  of the  Company,  except as  otherwise  provided  in the Plan.  The
Committee,  in its  discretion,  at the time of grant of Restricted  Stock,  may
permit or require the payment of cash  dividends  thereon to be deferred and, if
the Committee so determines,  reinvested in additional  Restricted  Stock to the
extent  shares are  available  under  Section 3 or otherwise  reinvested.  Stock
dividends and deferred cash  dividends  issued with respect to Restricted  Stock
shall be treated as additional  shares of  Restricted  Stock that are subject to
the same  restrictions  and other terms as apply to the shares  with  respect to
which such dividends are issued.  The Committee may, in its discretion,  provide
for crediting to and payment of interest on deferred cash dividends.

                 22. NATURE OF PAYMENTS.  Any and all grants,  payments of cash,
or deliveries of shares of Stock hereunder shall  constitute  special  incentive
payments  to the Grantee and shall not be taken into  account in  computing  the
amount of salary or  compensation of the Grantee for the purposes of determining
any  pension,  retirement,  death  or  other  benefits  under  (a) any  pension,
retirement, profit-sharing, bonus, life insurance or other employee benefit plan
of the  company or any of its  Subsidiaries  or (b) any  agreement  between  the
Company or any Subsidiary,  on the one hand, and the Grantee, on the other hand,
except as such plan or agreement shall otherwise expressly provide.

                 23. NON-UNIFORM DETERMINATIONS. Neither the Committee's nor the
Board's  determinations  under the Plan need be  uniform  and may be made by the
Committee or the Board selectively among persons who receive, or are eligible to
receive,  Awards (whether or not such persons are similarly  situated).  Without
limiting the generality of the foregoing, the Committee shall be entitled, among
other things, to make non-uniform and selective determinations and to enter into
non-uniform  and  selective  Award  Agreements,  as to (a) the  identity  of the
Grantees,  (b) the terms and provisions of Awards, and (c) the treatment,  under
Section 14, of terminations of employment.  Notwithstanding  the foregoing,  the
Committee's  interpretation  of Plan provisions shall be uniform as to similarly
situated Grantees.

                 24. ADJUSTMENTS FOR CHANGES IN CAPITALIZATION.

                 The  Committee  shall  make such  adjustment,  as it shall deem
equitable, to any or all of:

               (a)  the  aggregate  numbers  of  shares  of  Stock,   shares  of
               Restricted  Stock,  and bonus stock available under Sections 3(a)
               and 3(b);

               (b) the number of shares of Stock,  shares of  Restricted  Stock,
               Stock  Appreciation  Rights or  Performance  Units  covered by an
               Award;

               (c) the performance  objectives for  Performance  Periods not yet
               completed,  including  performance  levels and the  proportion of
               payments related thereto;

               (d) the Option Price;

               (e) the Fair Market  Value of Stock to be used to  determine  the
               amount  of  the   benefit   payable   under   exercise  of  Stock
               Appreciation Rights or Performance Units; and

               (f) any other terms or  provisions of any  outstanding  grants of
               stock  otions,  Restricted  Stock,  Performance  Units  or  Stock
               Appreciation Rights:

                       to reflect a stock dividend,  stock split,  reverse stock
                      split,   share  combination,   recapitalization,   merger,
                      consolidation,   acquisition   of   property   or  shares,
                      separation,   spin-off,   reorganization,   stock   rights
                      offering,  liquidation  or  similar  event,  of or by  the
                      Company, or, if deemed appropriate, the Committee may make
                      provisions  for  a  cash  payment  to  the  holder  of  an
                      outstanding Award;  provided,  however, in each case, that
                      with respect to Awards of Incentive  Stock Options no such
                      adjustment  shall be  authorized  to the  extent  that the
                      authority to make such adjustments would cause the Plan to
                      violate  Section  422(b)(1)  of  the  Code;  and  provided
                      further,  that the  number of shares  subject to any Award
                      denominated  in  shares of Stock  shall  always be a whole
                      number.  Notwithstanding  any part of the foregoing to the
                      contrary,  upon the  approval by the  stockholders  of the
                      Company  of a plan of  liquidation  for the  Company,  any
                      unexercised   options,   Stock  Appreciation  Rights,  and
                      Performance Units previously  granted become  exercisable,
                      and any  shares of  Restricted  Stock that have not become
                      nonforfeitable shall become nonforfeitable.

                 25.  AMENDMENT OF THE PLAN.  The Board may from time to time in
its discretion amend or modify the Plan without the approval of the stockholders
of the  Company,  except as such  stockholder  approval  may be required  (a) to
permit the grant of Awards under,  and  transactions  in Stock  pursuant to, the
Plan to be exempt from liability  under Section 16(b) of the 1934 Act, (b) under
the listing requirements of any national securities exchange on which are listed
any of the Company's equity securities,  or (c) to permit the continued grant of
options which qualify as Incentive Stock Options under the Plan.

                 26.  TERMINATION OF THE PLAN.  The Plan shall  terminate on the
tenth (10th)  anniversary  of the Effective  Date or at such earlier time as the
Board may determine.  Any  termination,  whether in whole or in part,  shall not
affect any Award then outstanding under the Plan.

                 27. OTHER  COMPENSATION  PLANS.  Nothing  contained in the Plan
shall prevent the Company or any Affiliate from adopting or continuing in effect
other or additional  compensation  arrangements,  and such  arrangements  may be
either generally applicable or applicable only in specific cases.

                 28. NO ILLEGAL  TRANSACTIONS.  The Plan and all Awards  granted
pursuant  to it are  subject  to all laws and  regulations  of any  governmental
authority which may be applicable thereto;  and notwithstanding any provision of
the Plan or any Award,  Grantees  shall not be entitled  to  exercise  Awards or
receive the benefits  thereof and the Company  shall not be obligated to deliver
any Stock or pay any benefits to a Grantee if such exercise,  delivery,  receipt
or payment of  benefits  would  constitute  a  violation  by the  Grantee or the
Company of any provision of any such law or regulation.

                 29. NO TRUST OR FUND  CREATED.  Neither  the Plan nor any Award
shall create or be construed to create a trust or separate fund of any kind or a
fiduciary  relationship  between the Company or Subsidiary  and a Grantee or any
other person. To the extent that any person acquires a right to receive payments
from the  Company or  Subsidiary  pursuant  to an Award,  such right shall be no
greater  than the right of an  unsecured  general  creditor  of the  Company  or
Subsidiary.

                 30.  CONTROLLING LAW. The law of the State of Illinois,  except
its law with  respect  to choice of law and  except as to  matters  relating  to
corporate law (in which case the  corporate  law of the State of Delaware  shall
control), shall be controlling in all matters relating to the Plan.

                 31.  TAX  LITIGATION.  The  Company  shall  have  the  right to
contest, at its expense, any tax ruling or decision, administrative or judicial,
on any issue  that is related to the Plan and that the  Company  believes  to be
important to Grantees and to conduct any such contest or any litigation  arising
therefrom to a final decision.

                 32. SEVERABILITY. If all or any part of the Plan is declared by
any court or governmental authority to be unlawful or invalid, such unlawfulness
or invalidity shall not serve to invalidate any portion of the Plan not declared
to be unlawful  or  invalid.  Any Section or part of a Section so declared to be
unlawful or invalid shall,  if possible,  be construed in a manner in which will
give  effect to the terms of such  Section or part of a Section  to the  fullest
extent possible while remaining lawful and valid.

                 33.  INDEMNIFICATION.  Each person who is or at any time serves
as a member of the Board or the Committee shall be indemnified and held harmless
by the Company against and from: (i) any loss,  cost,  liability or expense that
may be imposed upon or reasonably  incurred by such person in connection with or
resulting from any claim,  action,  suit, or proceeding to which such person may
be a party or in which such  person may be  involved  by reason of any action or
failure to act under the Plan;  and (ii) any and all amounts paid by such person
in satisfaction of judgment in any such action,  suit or proceeding  relating to
the Plan. Each person covered by this indemnification  shall give the Company an
opportunity,  at its own  expense,  to handle and defend  the same  before  such
person  undertakes  to handle and defend it on such  person's  own  behalf.  The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification  to which such persons may be entitled  under the By-Laws of the
Company,  as a matter of law,  or  otherwise,  or any power that the Company may
have to indemnify such person or hold such person harmless.

                 34.  RELIANCE  ON  REPORTS.  Each  member  of the Board and the
Committee  shall be fully  justified in relying or acting in good faith upon any
report  made by the  independent  public  accountants  of, or counsel  for,  the
Company and upon any other information furnished in connection with the Plan. In
no event shall any person who is or shall have been a member of the Board or the
Committee  be liable for any  determination  made or other  action  taken or any
omission  to act in  reliance  upon any such  report or  information  or for any
action taken, including the furnishing of information,  or failure to act, if in
good faith.

                 35.   EXPENSES.   The  Company   shall  bear  all  expenses  of
administering the Plan.

                 36.  TITLES  AND  HEADINGS.  The  titles  and  headings  of the
sections in the Plan are for  convenience of reference only, and in the event of
any conflict,  the text of the Plan, rather than such titles or headings,  shall
control.


<PAGE>


                  AMENDMENT NO. 1 DATED AS OF JANUARY 23, 1996
                                     TO THE
         COMDISCO, INC. 1995 LONG - TERM STOCK OWNERSHIP INCENTIVE PLAN

The Board of  Directors  of  Comdisco,  Inc.  hereby  amends  and  modifies  the
Comdisco,  Inc. 1995 Long - Term Stock Ownership Incentive Plan (hereinafter the
"Plan") in accordance  with the authority  granted under Section 25 of the Plan.
The Effective date of this Amendment shall be as of January 23, 1996.

1.       Section 4(c)(iii) shall be revised as follows:

         "to  cancel,  with the consent of  Grantee,  outstanding  Awards and to
         grant new Awards in substitution therefor, subject to certain aggregate
         limitations set forth in Section 17;"

2.       Section  6(d)(vi)  shall be amended by inserting  the  following as the
         second sentence:

         "The Restricted  Period will be at least three years,  unless the Award
         is subject to the achievement of specified performance  objectives,  in
         which event the Restricted Period will be at least one year."

3.       Section 6(g) shall be revised by modifying the last sentence to read as
         follows:

         "Subject to the terms of the Plan and any applicable  Award  Agreement,
         the committee  shall  determine the terms and conditions of such Awards
         and shall identify if the Award is being made in lieu of salary or cash
         incentive payments for any Officer or Director of the Company."

4.       Section 17 shall be amended by adding the following sentence:

         "The  Committee's  authority  under  this  Section  shall be limited to
         effect no more that 5% of the shares  authorized under Section 3(a) (as
         may be adjusted under Section 24)."

5.       Section 25 shall be revised to read as follows:

         "The  Board  may from  time to time in its  discretion  amend or modify
         non-material  provisions  of  the  Plan  without  the  approval  of the
         stockholders of the Company.  Stockholder  approval may be required (a)
         to permit the grant of Awards under  Section 16(b) of the 1934 Act, (b)
         under listing requirements of any national securities exchange on which
         are listed any of the Company's equity securities, or (c) to permit the
         continued  grant of options  which  qualify as Incentive  Stock Options
         under the Plan."