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                        FLETCHER CHALLENGE CANADA LIMITED

                             1995 STOCK OPTION PLAN

1.       NAME AND PURPOSE OF PLAN

1.1.     The stock option plan constituted hereby shall be known as the 1995
         Stock Option Plan.

1.2.     The purpose of the Plan is to align the financial interests of
         management with those of the shareholders and to encourage a focus on
         strategies and results that enhance shareholder value in the longer
         term.

2.       INTERPRETATION

         In this Plan, unless the context otherwise requires:

2.1.     "Base Price" in respect of a fiscal year of the Company means the price
         per Share equal to the weighted average price per Share for all sales
         of the Shares on The Toronto Stock Exchange during the ten consecutive
         trading days following the date of the announcement by the Company of
         the annual financial results for the preceding fiscal year.

2.2.     "Board of Directors" or "Board" means the Board of Directors of the
         Company.

2.3.     "Committee" means the Human Resources Committee of the Board of
         Directors or another committee appointed by the Board of Directors as
         contemplated in subsection 4.2.

2.4.     "Company" means Fletcher Challenge Canada Limited and any successor or
         continuing company resulting from the amalgamation of the Company and
         any other company or resulting from any other form of corporate
         reorganization.

2.5.     "Director" means a director of the Company.

2.6.     "Employee" means an individual who is an officer or a bona fide
         full-time salaried employee of the Company or any of its Subsidiaries
         or of any combination or partnership of such corporations or companies.

2.7.     "Incentive Plan" means the value-added incentive plan of the Company as
         approved by the Human Resources Committee on July 25, 1995 and as
         amended from time to time.

2.8.     "Market Price" means the price per Share equal to the weighted average
         price per Share for all sales of the Shares on The Toronto Stock
         Exchange during the ten consecutive trading days preceding the date on
         which a determination of Market Price is required under the Plan.

2.9.     "Option" means any option granted pursuant to the Plan and evidenced by
         an agreement in such form and not inconsistent with the Plan as the
         President of the Company shall approve from time to time.


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2.10.    "Optionee" means an Employee or Director who has been granted an
         Option.

2.11.    "Option Price" means the price per Share at which Optioned Shares may
         be subscribed for pursuant to an Option as determined pursuant to
         section 6 (Option Price) or section 8 (Incentive Plan Options), subject
         to adjustment in accordance with the provisions of section 15 (Changes
         in Capitalization or Number of Outstanding Shares).

2.12.    "Optioned Shares" means the Shares subject to an Option or Options as
         the case may be.

2.13.    "Participant" means an employee who is designated by the Committee
         as a participant for the purpose of the Incentive Plan.

2.14.    "Plan" means this Stock Option Plan as embodied herein and as from time
         to time amended in accordance with the provisions hereof, and the
         guidelines, rules and regulations from time to time in effect
         hereunder.

2.15.    "Shares" means Class A Common Shares without par value in the capital
         of the Company, as constituted at the effective date hereof.

2.16.    "Subsidiary" means any corporation or company of which outstanding
         securities to which are attached more than 50% of the votes that may be
         cast to elect directors thereof are held (provided that such votes are
         sufficient to elect a majority of such directors), other than by way of
         security only, by or for the benefit of the Company and/or by or for
         the benefit of any other corporation or company in like relation to the
         Company, and includes any corporation or company in like relation to a
         Subsidiary.

2.17.    If at any time when the Market Price or the Base Price is required to
         be determined under the Plan the Shares are not then listed and posted
         for trading on The Toronto Stock Exchange, such determinations shall be
         made on the basis of trading on such stock exchange on which the Shares
         are then listed as may be selected by the Committee or if not then
         listed on any stock exchange, in the over-the-counter market as
         determined by the Committee (in any such case, if expressed in other
         than Canadian funds, then converted to Canadian funds at the noon rate
         of exchange reported by the Bank of Canada for the most recently
         preceding day for which the rate of exchange between Canadian currency
         and the currency in which such price is expressed is available).

2.18.    The masculine gender shall include the feminine gender and the singular
         shall include the plural and vice versa.

2.19.    A reference to a section includes all subsections in that section.



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3.       SHARES SUBJECT TO THE PLAN

3.1.     Subject to adjustment in accordance with the provisions of section 15
         (Changes in Capitalization or Number of Outstanding Shares), the
         maximum number of Shares which may be reserved for issuance pursuant to
         Options shall be 5,000,000.

4.       GRANT OF OPTIONS AND ADMINISTRATION OF THE PLAN

4.1.     Persons eligible to receive Options under the Plan shall be limited to
         Employees and Directors.

4.2.     This Plan will be administered by the Human Resources Committee of the
         Board or, if the Board so determines, by another committee of the Board
         duly appointed for this purpose by the Board and consisting of not less
         than three directors, a majority of whom shall not be Employees.

4.3.     Subject only to the express provisions of the Plan, the Committee shall
         have, and hereby is specifically granted, the sole authority:

         4.3.1.   to grant Options to Employees and Directors and to determine
                  the Option Price and other terms of, and the limitations,
                  restrictions and conditions upon, such grants;

         4.3.2.   to authorize any officer or officers to execute and deliver
                  any Option agreement, notice or document and to do any other
                  act as contemplated by the terms of the Plan for and on behalf
                  of the Company;

         4.3.3.   to interpret the Plan and to adopt, amend and rescind such
                  administrative guidelines and other rules and regulations
                  relating to the Plan as it may from time to time deem
                  advisable; and

         4.3.4.   to make all other determinations and perform all such other
                  actions as the Committee deems necessary or advisable to
                  implement and administer the Plan.

4.4.     The determinations of the Committee under the Plan (including, without
         limitation, determinations of the Employees and Directors who are to
         receive Options, the number of Optioned Shares and timing of Options),
         need not be uniform and may be made by it selectively among Employees
         and Directors who receive, or are eligible to receive, Options under
         the Plan, whether or not such Employees and Directors are similarly
         situated as to office, length of service, salary or any other factor.
         The Committee may, in its discretion, authorize the granting of
         additional Options to an Optionee before an existing Option has
         terminated.

4.5.     All guidelines, rules, regulations, decisions and interpretations of
         the Committee respecting the Plan or Options shall be binding and
         conclusive on the Company and on all Optionees and their respective
         legal personal representatives, heirs and legatees and on all Employees
         and Directors.



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4.6.     Notwithstanding any other provisions of the Plan and except as
         otherwise may be permitted under the applicable rules of The Toronto
         Stock Exchange or the Montreal Exchange, at any time while the Shares
         are listed on The Toronto Stock Exchange or the Montreal Exchange:

4.6.1.   No Option shall be granted if the aggregate number of Shares reserved
         for issuance pursuant to Options and any other stock options granted by
         the Company in respect of Shares:

         4.6.1.1. to any one person would exceed 5%, or

         4.6.1.2. to insiders would exceed 10%,

         of the Shares outstanding on a non-diluted basis.

4.6.2.   No Shares shall be issued pursuant to the exercise of an Option to the
         extent that:

         4.6.2.1. the aggregate number of Shares issued to insiders within a
                  one-year period pursuant to Options and any other share
                  compensation arrangements would exceed 10%, or

         4.6.2.2. the aggregate number of Shares issued to any one insider and
                  that insider's associates within a one-year period pursuant to
                  Options and any other share compensation arrangements would
                  exceed 5%,

         of the Shares outstanding on a non-diluted basis immediately prior
         to the proposed Share issuance excluding Shares issued pursuant to
         Options and any other share compensation arrangements over the
         preceding one-year period.

4.6.3.   For the purposes of subsections 4.6.1.2 and 4.6.2, an entitlement
         granted prior to the grantee becoming an insider shall be excluded in
         determining the numbers of Shares reserved for issuance to or issued to
         insiders.

4.6.4.   For the purposes of this subsection 4.6, the expressions "insider",
         "reserved for issuance", "share compensation arrangement" and "stock
         option" shall have the meanings ascribed to them under the rules of The
         Toronto Stock Exchange.

5.       TERM OF OPTIONS

5.1.     Subject to section 8 (Incentive Plan Options), each Option shall be for
         the term determined by the Committee, but in no case shall an Option be
         granted by the Committee for a term of longer than ten years from the
         date of the granting of the Option.

6.       OPTION PRICE

6.1.     Subject to section 8 (Incentive Plan Options), the Option Price in any
         Option shall be determined by the Committee, but shall not be less than
         the Market Price on the date on


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         which the Option is granted and may be subject to escalation as
         determined by the Committee on or prior to the date of grant and
         specified in the Option agreement.

7.       EXERCISE OF OPTIONS

7.1.     Subject to the provisions of subsection 7.5 and of sections 8
         (Incentive Plan Options), 11 (No Fractional Shares), 12 (Death or
         Retirement of Optionee), 13 (Termination of Employment of Optionee) and
         15 (Changes in Capitalization or Number of Outstanding Shares), each
         Option shall be exercisable as follows:

         7.1.1.   within each year after the date of grant of the Option, the
                  Optionee may exercise his rights as to such percentage of the
                  Optioned Shares or any part thereof as may be determined by
                  the Committee and specified in the Option agreement;

         7.1.2.   the Optionee may also exercise his rights to all or any part
                  of that number of Shares which he could have but did not
                  purchase upon exercise of his Option in the preceding year or
                  years of the term of his Option.

7.2.     An Option may be exercised by the Optionee or his personal
         representatives, heirs or legatees at the applicable times and in the
         applicable amounts by giving to the Company at its principal executive
         office written notice of exercise specifying the number of Shares to be
         subscribed for. Such notice must be accompanied by full payment for the
         Shares to be subscribed for. Upon any such exercise of an Option, the
         Company shall forthwith cause the transfer agent and the registrar of
         the Company for the time being to deliver to the Optionee or his
         personal representatives, heirs or legatees (or as the Optionee or his
         personal representatives, heirs or legatees may otherwise direct in the
         written notice of exercise) a certificate or certificates in the name
         of the Optionee or his personal representatives, heirs or legatees (or
         as otherwise directed in the written notice of exercise) representing
         in the aggregate such number of Shares as the Optionee or his personal
         representatives, heirs or legatees shall have then paid for.

7.3.     All Shares subscribed for under an Option shall be paid for in full in
         cash at the time of subscription.

7.4.     Except as contemplated by sections 10 (Non-Transferability of Options),
         12 (Death or Retirement of Optionee) and 13 (Termination of Employment
         of Optionee), no Option may be exercised in whole or in part at any
         time unless at the time of such exercise the Optionee is an Employee or
         a Director.

7.5.     Notwithstanding any other provision of the Plan or of any Option, the
         Committee may at any time, by notice in writing to all Optionees under
         the Plan in connection with (i) any proposed sale or conveyance of all
         or substantially all of the property and assets of the Company, (ii)
         any proposed consolidation, amalgamation or other form of corporate
         reorganization of the Company, or (iii) any proposed offer by any
         person to acquire or redeem all the outstanding voting or equity
         securities of any class of the Company (in each case, a "Proposed
         Transaction"), require each Optionee to elect either to, within such
         period as the Committee shall prescribe,


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         7.5.1.   subscribe and pay for a part or the whole of the Optioned
                  Shares then remaining unsubscribed for under his Option
                  (whether or not such Option would otherwise then be
                  exercisable), or to accept termination of his Option in the
                  event of his failing within such period to either subscribe
                  and pay for all such remaining Optioned Shares or elect to
                  accept payment under subsection 7.5.2 or subsection 7.5.3, as
                  the case may be;

         7.5.2.   subject to subsection 7.6, accept payment in cash in respect
                  of a part or the whole of the Optioned Shares then remaining
                  unsubscribed for under his Option (whether or not such Option
                  would otherwise then be exercisable) of an amount equal to the
                  result obtained by multiplying the excess, if any, of the
                  higher of (i) the Market Price of the Shares on the date
                  notice is given under this subsection 7.5 or (ii) the Market
                  Price of the Shares on the date of completion of the Proposed
                  Transaction, over the Option Price, by the number of Optioned
                  Shares then remaining unsubscribed for under such Option
                  (whether or not such Option would otherwise then be
                  exercisable); or

         7.5.3.   subject to subsection 7.6, if the Option Price for a part or
                  the whole of the Optioned Shares exceeds the Market Price of
                  the Shares on both the date notice is given under this
                  subsection 7.5 and on the date of completion of the Proposed
                  Transaction, accept payment of a total of $1 in respect of all
                  rights to such Optioned Shares,

         provided that if a Proposed Transaction in respect of which a notice
         has been given under this subsection 7.5 has not been completed (in the
         case of an offer, completed by taking up and paying for the securities
         tendered) within six months after the date of such notice, any rights
         in respect of Optioned Shares under such Options which have not been
         exercised as contemplated in subsection 7.5.1 and in respect of which
         payment has not been made as contemplated in subsections 7.5.2 or 7.5.3
         shall continue in effect, exercisable in accordance with the terms
         thereof as at the time immediately preceding the giving of such notice.

         For the purposes of this subsection 7.5, the term "date of completion"
         means the date on which the sale, conveyance, corporate reorganization,
         acquisition or redemption contemplated by the subsection takes effect
         with respect to the Shares. In the event that the Market Price of the
         Shares is not for any reason available at the date of completion, the
         Committee shall, in good faith and in such manner as it considers
         appropriate, determine the current market value of the Shares at that
         date, which shall be deemed to be the Market Price of the Shares for
         the purpose of part (ii) of subsection 7.5.2 and for subsection 7.5.3.
         If a Proposed Transaction is completed, the Market Price for purposes
         of part (ii) of subsection 7.5.2 and for subsection 7.5.3 shall be the
         same as the value of the consideration paid for Shares under the
         Proposed Transaction.

7.6.     The Committee may require that an Optionee who has elected to accept
         payment in cash in accordance with subsection 7.5.2 or subsection 7.5.3
         in consideration for the cancellation of the Optionee's rights in
         respect of the Optioned Shares remaining unsubscribed for under his
         Option (whether or not such Option would otherwise then be exercisable)
         shall accept such payment on a date prior to the date of completion of
         the



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         Proposed Transaction and based on the Market Price on the date notice
         is given under subsection 7.5, provided that the Company shall
         forthwith after completion of the Proposed Transaction pay to each such
         Optionee an amount equal to the result obtained by multiplying the
         excess, if any, between (i) the Market Price of the Shares at the date
         of completion of the Proposed Transaction by the number of Optioned
         Shares in respect of which that Optionee previously received payment
         under subsection 7.5.2 or 7.5.3 and (ii) the Market Price of the Shares
         on the date notice is given under subsection 7.5.

7.7.     The provisions of subsection 7.5 requiring Optionees to make an
         election to exercise their Options or to accept payment in satisfaction
         of their Options, shall only be invoked with respect to Optionees
         generally and not with respect to one Optionee and not other Optionees.

8.       INCENTIVE PLAN OPTIONS

8.1.     Where a Participant is eligible to participate in the Incentive Plan
         during a fiscal year of the Company and an Option is granted within
         three months after the end of that fiscal year to the Participant in
         respect of that fiscal year:

         8.1.1.   notwithstanding the actual date of grant, the effective date
                  of grant of the Option shall be the day following the
                  expiration of the period of ten trading days used in the
                  determination of the Base Price for that fiscal year;

         8.1.2.   the term of the Option shall be ten years from the effective
                  date of grant of the Option;

         8.1.3.   the Option shall not be exercisable during the period of four
                  years after the effective date of grant of the Option;

         8.1.4.   the Option Price shall be initially set as the Base Price in
                  respect of that fiscal year; and

         8.1.5.   the Option Price shall escalate semi-annually, on a compound
                  basis, from the initial Option Price for the period from the
                  effective date of grant or from the last date of escalation,
                  as the case may be, by an amount calculated using an annual
                  percentage rate equal to the Company's nominal cost of equity
                  less an assumed dividend yield, as determined by the Committee
                  on or prior to the effective date of grant and specified in
                  the Option agreement.

9.       RELATED RIGHTS AND OTHER BENEFIT PLANS

9.1.     No Optionee shall have any of the rights of a shareholder of the
         Company with respect to any Optioned Shares until such Optioned Shares
         have been issued to him upon exercise of the Option and full payment
         therefor has been made by him to the Company.

9.2.     Participation in the Plan shall not affect an Optionee's eligibility to
         participate in any other benefit or incentive plan of the Company, its
         Subsidiaries or any combination or partnership thereof.


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9.3.     Any Option granted pursuant to this Plan shall not obligate the Company
         to make any benefit available to an Optionee under any other plan of
         the Company unless otherwise specifically provided therein.

9.4.     Nothing contained in this Plan will prevent the Company, any Subsidiary
         or any combination or partnership thereof from adopting other or
         additional compensation arrangements for the benefit of any Employee or
         Director, subject to any required shareholder or regulatory approval.

10.      NON-TRANSFERABILITY OF OPTIONS

10.1.    No Option shall be assignable or transferable by the Optionee and any
         purported assignment or transfer of an Option shall be void and shall
         render the Option void; provided that in the event of the termination
         of employment of the Optionee by reason of death, an Optionee's legal
         personal representative or representatives may exercise the Option in
         accordance with section 12 (Death or Retirement of Optionee).

11.      NO FRACTIONAL SHARES

         Under no circumstances shall the Company be obliged to issue any
         fractional Shares upon the exercise of an Option. To the extent that an
         Optionee would otherwise have been entitled to receive on the exercise
         or partial exercise of an Option a fraction of a Share in any year,
         that fraction of a Share shall be added to and become available to the
         Optionee upon exercise of the Option in the next succeeding year
         following the anniversary of the date of grant of the Option. To the
         extent that an Optionee would otherwise have been entitled to receive
         on an exercise or partial exercise of an Option a fraction of a Share
         or any other kind of share or obligation as a result of a change in
         capitalization or number of outstanding Shares as described in section
         15 (Change in Capitalization or Number of Outstanding Shares), the
         Company shall pay to the Optionee the current market value of such
         fraction computed in a manner which the Committee considers
         appropriate.

12.      DEATH OR RETIREMENT OF OPTIONEE

12.1.    In the event of the termination of employment of an Optionee by reason
         of death at any time during the term of an Option, the Option may be
         exercised by the Optionee's legal personal representative or
         representatives only to the extent and subject to the limitations,
         restrictions and conditions determined by the Committee on or prior to
         the date of grant and specified in the Option agreement.

12.2.    In the event of the termination of employment of an Optionee at any
         time during the term of an Option by reason of retirement, the Option
         may be exercised by the Optionee (or by the Optionee's legal personal
         representative or representatives if the Optionee dies before the last
         date for exercise of the Option) only to the extent and subject to the
         limitations, restrictions and conditions determined by the Committee on
         or prior to the date of grant and specified in the Option agreement,
         but in no event shall the Option be exercisable beyond the expiration
         date set forth in the Option agreement.


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13.      TERMINATION OF EMPLOYMENT OF OPTIONEE

13.1.    In the event of the termination of employment of an Optionee for any
         reason other than as specified in section 12 (Death or Retirement of
         Optionee), the Option may be exercised by the Optionee only to the
         extent and subject to the limitations, restrictions and conditions
         determined by the Committee on or prior to the date of grant and
         specified in the Option agreement, but in no event shall the Option be
         exercisable later than the expiration date set forth in the Option
         agreement.

13.2.    Nothing contained in the Plan or any Option shall confer on any
         Optionee any right to, or guarantee of, continued employment by the
         Company or any Subsidiary or any combination or partnership thereof, or
         in any way limit the right of the Company or a Subsidiary or any
         combination or partnership thereof to terminate the employment of the
         Optionee at any time.

14.      SHARES RELEASED FROM OPTIONS

14.1.    Any Shares released from an Option by the provisions of sections 12
         (Death or Retirement of Optionee) or 13 (Termination of Employment of
         Optionee) or by expiration may be made the subject of a further Option
         or Options.

15.      CHANGE IN CAPITALIZATION OR NUMBER OF OUTSTANDING SHARES

15.1.    If, and whenever, the Shares are from time to time consolidated into a
         lesser number of Shares or subdivided into a greater number of Shares:

         15.1.1.  the number of Shares which remain available under section 3
                  (Shares Subject to the Plan), including Shares referred to in
                  section 14 (Shares Released from Options) shall be decreased
                  or increased proportionately; and

         15.1.2.  if such consolidation or subdivision occurs prior to the
                  issuance by the Company of all the Optioned Shares under an
                  Option, the number of Optioned Shares remaining unissued under
                  the Option shall be decreased or increased proportionately, as
                  the case may be, and the subscription price to be paid by the
                  Optionee for each such Share shall be adjusted accordingly.

15.2.    Subject to subsection 7.5, if the Company enters into, and is continued
         or survives as a result of, any amalgamation or merger with one or more
         other companies or corporations whether by way of arrangement, by the
         sale of its assets and undertaking or otherwise, then and in each such
         case each Option shall extend to and cover the number, class and kind
         of shares or other obligations to which the Optionee would have been
         entitled had the Option been fully exercised immediately prior to the
         date such amalgamation or merger becomes effective (whether or not such
         Option would otherwise then have been fully exercisable) and the then
         prevailing subscription price of the shares or other obligations so
         covered shall be correspondingly adjusted if and to the extent that the
         Committee considers it to be equitable and appropriate.


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15.3.    Except as expressly provided in this section 15, the grant of any
         Option shall not in any way limit or affect the rights or powers of the
         Company or its directors or shareholders to make any changes or deal in
         any manner with the authorized, issued or unissued shares or any other
         securities of the Company and no such change or dealing shall give any
         right or entitlement to the holder of any Option in respect or as a
         result thereof.

15.4.    Any Option may be made subject to such anti-dilution provisions as may
         be determined by the Committee on or prior to the date of grant and
         specified in the Option agreement, with the intent that the holder of
         the Option not be detrimentally affected or unduly benefited by other
         dilutive or anti-dilutive transactions that may be undertaken during
         the term of the Option.

16.      AMENDMENT AND TERMINATION OF THE PLAN

16.1.    Subject to applicable legislation, any required regulatory or
         shareholder approval and the rules of any stock exchange on which
         shares in the capital of the Company are listed, the Committee may at
         any time terminate the Plan or make such amendments to the Plan as it
         shall deem advisable provided that, except as otherwise specifically
         provided by section 15 (Change in Capitalization or Number of
         Outstanding Shares) and subsection 7.5, no such termination or
         amendment shall adversely affect the rights of any Optionee under any
         Option previously granted except with the consent of such Optionee.

16.2.    If the Plan is terminated, the provisions of the Plan and any
         administrative guidelines and other rules and regulations adopted by
         the Committee and in force on the date of termination will continue in
         effect as long as any Option or any rights pursuant thereto remain
         outstanding and, notwithstanding the termination of the Plan, the
         Committee shall remain able to make such amendments to the Plan or the
         Options as they would have been entitled to make if the Plan were still
         in effect.

17.      GENERAL REQUIREMENTS

17.1.    Each grant of an Option under the Plan shall be subject to the
         requirement that if at any time the Committee shall determine that any
         agreement, undertaking or other action or cooperation on the part of an
         Optionee, including in respect to a disposition of the Shares, is
         necessary or desirable as a condition of, or in connection with (i) the
         listing, registration or qualification of the Shares subject to the
         Plan upon any stock exchange or under the laws of any applicable
         jurisdiction, or (ii) obtaining a consent or approval of any
         governmental or other regulatory body, the exercise of such Option and
         the issue of Shares thereunder may be deferred in whole or in part by
         the Committee until such time as the agreement, undertaking or other
         action or cooperation shall have been obtained in a form and on terms
         acceptable to the Committee.

18.      RIGHT TO OPTIONS

18.1.    Nothing contained herein or in any resolution previously or hereafter
         adopted by the Board of Directors or by the Committee shall vest the
         right in any person whomsoever to receive any Option. No person shall
         acquire any of the rights of any Optionee unless and until a written
         Option agreement, in form satisfactory to the President of the Company,


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         shall have been duly executed on behalf of the Company and delivered to
         the Optionee and executed and delivered by the Optionee to the Company.
         Any agreement purporting to be an Option shall, to the extent it may be
         contrary to the express provisions of the Plan, be unenforceable by the
         Optionee against the Company.

19.      WITHHOLDING

19.1.    Whenever the Company proposes or is required to issue or transfer
         Shares pursuant to an Option, the Company shall have the right to
         withhold from salary payments or to require the recipient of such
         Shares to remit to the Company an amount sufficient to satisfy any
         federal, provincial, state and/or local withholding tax requirements
         prior to the delivery of any certificate or certificates for such
         Shares. Whenever under the Plan payments are to be made in cash, such
         payments shall be net of an amount sufficient to satisfy any federal,
         provincial, state and/or local withholding tax requirements.

20.      DURATION OF THE PLAN

20.1.    Subject to the provisions of section 16 (Amendment and Termination of
         the Plan) the Plan shall remain in effect until all grants of Options
         under the Plan have been terminated pursuant to the provisions of the
         Plan or satisfied by the issuance of Shares or the payment of cash.

21.      INTERPRETATION

         Any question or interpretation of the Plan or any Option shall be
         determined by the Committee and such determination shall be final and
         binding upon all persons.