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                                                                    EXHIBIT 10.7

                    YELLOW FREIGHT SYSTEM, INC. OF DELAWARE
                             1992 STOCK OPTION PLAN


1.   PURPOSE

     The Yellow Freight System, Inc. of Delaware 1992 Stock Option Plan is
designed to enable qualified executive, managerial, supervisory and
professional personnel of Yellow Freight System, Inc. of Delaware and its
Subsidiaries to acquire or increase their ownership of common stock of the
Company on reasonable terms. The opportunity so provided is intended to foster
in participants a strong incentive to put forth maximum effort for the
continued success and growth of the Company and its Subsidiaries, to aid in
retaining individuals who put forth such efforts, and to assist in attracting
the best available individuals in the future.

2.   DEFINITIONS

     When used herein, the following terms shall have the meaning set forth
below:

     2.1  "Award" shall mean an Option, an SAR or a Restricted Stock Award.

     2.2  "Board" means the Board of Directors of Yellow Freight System, Inc.
of Delaware.

     2.3  "Committee" means the members of the Board's Compensation Committee
who are "DISINTERESTED PERSONS" AS DEFINED IN RULE 16b-3(c)(2)(i) OF THE
SECURITIES AND EXCHANGE COMMISSION AS IT EXISTS ON THE EFFECTIVE DATE OF THE
PLAN OR AS SUBSEQUENTLY AMENDED OR INTERPRETED.

     2.4  "Company" means Yellow Freight System, Inc. of Delaware.

     2.5  "IRC '86" means the INTERNAL REVENUE CODE OF 1986, as in effect as of
the effective date of the Plan or as thereafter amended, and applicable
regulations.

     2.6  "Fair Market Value" means with respect to the Company's Shares the
closing price of the Shares as reported by NASDAQ or if the closing price is
not reported, the bid price of the Shares as reported by NASDAQ on the last
day prior to the date on which the value is to be determined on which
transactions in Shares were reported.

     2.7  "Grantee" means a person to whom an Award is made.

     2.8  "Incentive Stock Option" or "ISO" means an Option awarded under the
Plan which meets the terms and conditions established by IRC '86 and applicable
regulations for such an Option.

     2.9  "Non-Qualified Stock Option" or "NQSO" means an Option awarded under
the Plan which by its terms and conditions is not, and is not intended to be,
an ISO.

     2.10 "Option" means the right to purchase, at a price, for a term, under
conditions, and for cash or other considerations fixed by the Committee in
accordance with the Plan, and subject to such other limitations and
restrictions as the Plan and the Committee impose, a number of Shares specified
by the Committee. An Option can be either an ISO or an NQSO or a combination
thereof.

     2.11 "Plan" means the Company's 1992 Stock Option Plan.

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     2.12 "Restricted Stock Award" means the grant of a right to receive, at a
time or times fixed by the Committee in accordance with the Plan, and subject
to such other limitations and restrictions as the Plan and the Committee
impose, the number of Shares specified by the Committee.

     2.13 "Right of First Refusal" means the right of the Company to be given
the opportunity to repurchase shares awarded under the Plan at their then Fair
Market Value prior to such shares being offered for sale to any other party.
This right shall apply to any shares awarded under the Plan under terms and
conditions established by the Committee at the time of Award, and shall apply
to all Grantees or their guardians, legal representatives, joint tenants,
tenants in common, heirs or Successors.

     2.14 "SAR" means a right to surrender to the Company all or a portion of
an Option and to be paid therefore an amount, as determined by the Committee,
no greater than the excess, if any, of (i) the Fair Market Value, on the date
such right is exercised, of the Shares to which the Option or portion thereof
relates, over (ii) the aggregate option price of those shares.

     2.15 "Shares" means shares of the Company's common stock or, if by reason
of the adjustment provisions hereof any rights under an Award under the Plan
pertain to any other security, such other security.

     2.16 "Subsidiary" means any business, whether or not incorporated, in
which the Company, at the time an Award is granted to an employee thereof, or in
other cases, at the time of reference, owns directly or indirectly not less
than 50% of the equity interest.

     2.17 "Successor" means the legal representative of the estate of a
deceased Grantee or the person or persons who shall acquire the right to
exercise an Option or an SAR, or to receive Shares issuable in satisfaction of
a Restricted Stock Award, by bequest or inheritance or by reason of the death
of the Grantee, as provided in accordance with Section 10 hereof.

     2.18 "Term" means the period during which a particular Option or SAR may
be exercised or the period during which the restrictions placed on a
Restricted Stock Award are in effect.

     2.19 "QDRO" MEANS A QUALIFIED DOMESTIC RELATIONS ORDER AS DEFINED BY IRC
'86 OR TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT, OR THE RULES
THEREUNDER.

3.   ADMINISTRATION OF THE PLAN

     3.1  The Plan shall be administered by the Committee.

     3.2  The Committee shall have plenary authority, subject to the
provisions of the Plan, to determine when and to whom Awards shall be
granted, the Term of each Award, the number of Shares covered by it, the
participation by Grantee in other plans, and any other terms or conditions of
each such Award. THE COMMITTEE MAY GRANT SUCH ADDITIONAL BENEFITS IN CONNECTION
WITH ANY AWARD AS IT DEEMS APPROPRIATE. The number of Shares, the Term, the
other terms and conditions of a particular kind of Award AND ANY ADDITIONAL
BENEFITS GRANTED IN CONNECTION WITH ANY AWARD need not be the same, even as to
Awards made at the same time. The Committee's actions in making Awards and
fixing their size, Term, and other terms and conditions AND IN GRANTING ANY
ADDITIONAL BENEFITS IN CONNECTION WITH ANY AWARD shall be conclusive on all
persons.


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     3.3  The Committee shall have the sole responsibility for construing and
interpreting the Plan, for establishing and amending such rules and regulations
as it deems necessary or desirable for the proper administration of the Plan,
and for resolving all questions arising under the Plan. Any decision or action
taken by the Committee arising out of or in connection with the construction,
administration, interpretation and effect of the Plan and of its rules and
regulations shall, to the extent permitted by law, be within its absolute
discretion, except as otherwise specifically provided herein, and shall be
conclusive and binding upon all Grantees, all Successors, and any other person,
whether that person is claiming under or through any Grantee or otherwise.

     3.4  The Committee shall regularly inform the Board as to its actions with
respect to all Awards under the Plan and the Terms and conditions of such
Awards in a manner, at such times, and in such form as the Board may reasonably
request.

4.   ELIGIBILITY

     Awards may be made under the Plan only to employees of the Company or a
Subsidiary who have executive, managerial, supervisory or professional
responsibilities. Officers shall be employees for this purpose, whether or not
they are also Directors, but a Director who is not such an employee shall not
be eligible to receive an Award. Awards may be made to eligible employees
whether or not they have received prior Awards under the Plan or under any
previously adopted plan, and whether or not they are participants in other
Awards to eligible employees, the Committee may take into account the nature of
the services they have rendered or that the Committee expects they will render,
their present and potential contributions to the success of the business, the
number of years of effective service they are expected to have and such other
factors as the Committee in its sole discretion shall deem relevant.

5.   SHARES SUBJECT TO PLAN

     800,000 Shares are hereby reserved for issuance in connection with Awards
under the Plan. The Shares so issued may be unreserved Shares held in the
treasury however acquired or Shares which are authorized but unissued. Any
Shares subject to issuance upon exercise of Options or upon the lapsing of
restrictions imposed in connection with the making of Restricted Stock Award
prior to issuance of the Shares shall once again be available for issuance in
satisfaction of Awards only to the extent that cash is issued in satisfaction
of the exercise of such Shares.

6.   GRANTING OF OPTIONS

     6.1  Subject to the terms of the Plan, the Committee may from time to time
grant Options to eligible employees.

     6.2  Pursuant to IRC '86, the AGGREGATE FAIR MARKET VALUE (AS DETERMINED
ON THE DATE OF GRANT) OF ISO AWARDS TO AN INDIVIDUAL GRANTEE AND EXERCISABLE
FOR THE FIRST TIME DURING ANY CALENDAR YEAR SHALL NOT EXCEED $100,000.

     6.3  The purchase price of each Share subject to Option shall be fixed by
the Committee, but shall not be less than 100% of the Fair Market Value of the
Share on the date the Option is granted.

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     6.4  Pursuant to IRC '86, the minimum purchase price of an ISO Award shall
be 110% of Fair Market Value with respect to grantees who at the time of Award
are deemed to own 10% or more of the voting power of the Company as defined by
IRC '86.

     6.5  Each Option shall expire and all right to purchase Shares thereunder
shall cease on the date fixed by the Committee, which subject to terms of the
Plan, shall not be later than the tenth anniversary of the date on which the
Option was granted.

     6.6  Pursuant to IRC '86, ISO awards shall expire and all rights to
purchase Shares thereunder shall cease no later than the fifth anniversary of
the date on which the Option was granted with respect to Grantees who at the
time of Award are deemed to own 10% or more of the voting power of the Company
as defined by IRC '86.

     6.7  Each option shall become exercisable at the time, and for the number
of Shares, fixed by the Committee. Except to the extent otherwise provided in
or pursuant to Sections 10 and 11, no Option shall become exercisable as to any
Shares prior to the first anniversary of the date on which the Option was
granted.

     6.8  Subject to the terms of the Plan, the Committee may make all or any
portion of option Shares subject to a Right of First Refusal for any period of
time set by the Committee at the time of Award.

7.   STOCK APPRECIATION RIGHTS

     7.1  The Committee may, in its discretion, grant an SAR to the holder of
an Option, either at the time the Option is granted or by amending the
instrument evidencing the grant of the Option at any time after the Option is
granted and more than six months before the end of the Term of the Option, so
long as the grant is made during the period in which grants of SARs may be made
under the Plan.

     7.2  Each SAR shall be for such Term, and shall be subject to such other
terms and conditions, as the Committee shall impose. The terms and conditions
may include Committee approval of the exercise of the SAR, limitations on the
time within which and the extent to which such SAR shall be exercisable,
limitations on the amount of appreciation which may be recognized with regard
to such SAR, and specification of what portion, if any, of the amount payable
to the Grantee upon his exercise of an SAR shall be paid in cash and what
portion, if any, shall be payable in Shares. If and to the extent that Shares
are issued in satisfaction of amounts payable on exercise on an SAR, the Shares
shall be valued at their Fair Market Value on the date of exercise.

     7.3  Except to the extent otherwise provided in or pursuant to Sections 10
and 11, no SAR shall be exercisable during the first six months after its date
of grant.

     7.4  Upon exercise of an SAR the Option, or portion thereof, with respect
to which such right is exercised shall be surrendered and shall not thereafter
be exercisable.

8.   RESTRICTED STOCK AWARDS

     8.1  Subject to the terms of the Plan, the Committee may also grant
eligible employees Restricted Stock Awards.

     8.2  The terms and conditions of any such Award, including restrictions on
transfer or on the ability of the Grantee to make elections with respect to the
taxation of the Award without the consent of the Committee, shall be determined
by the Committee. Except as

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provided in or pursuant to Sections 10 and 11, no such restrictions shall lapse
earlier than the first, or later than the tenth, anniversary of the date of the
Awards.

     8.3  The Committee may establish terms and conditions under which the
Grantee of a Restricted Stock Award shall be entitled to receive a credit
equivalent to any dividend payable with respect to the number of Shares which,
as of the record date for such dividend, had been awarded but not delivered to
him. Any such dividend equivalents shall be paid to the Grantee of the
Restricted Stock Award at such time or times during the period when the Shares
are being held by the Company pursuant to the terms of the Restricted Stock
Award, or at the time the Shares to which the dividend equivalents apply are
delivered to the Grantee, as the Committee shall determine. Any arrangement for
the payment of dividend equivalents shall be terminated if, under the terms and
conditions established by the Committee, the right to receive Shares being
held pursuant to the terms of the Restricted Stock Award shall lapse.

     8.4  Subject to the terms of the Plan the Committee may make all or any
portion of Shares Awarded under a Restricted Stock Award subject to a Right of
First Refusal for any period of time set by the Committee at the time of Award.

     8.5  The Committee, as defined by the Plan, may adopt and apply rules to
ensure compliance with tax withholding requirements, including, but not limited
to, the retention of a sufficient number of restricted shares upon which
restrictions have lapsed to pay such tax.

9.   NON-TRANSFERABILITY OF RIGHTS

     No rights under any Award shall be transferable otherwise than by will or
the laws of descent and distribution OR PURSUANT TO A QDRO, and the rights, and
except to the extent otherwise provided in Section 13, the benefits, of any
such Award may be exercised and received, respectively, during the lifetime of
the Grantee only by him or by his guardian or legal representative OR BY AN
"ALTERNATE PAYEE" PURSUANT TO A QDRO.

10.  DEATH OR TERMINATION OF EMPLOYMENT

     10.1  Subject to the provisions of the Plan, the Committee may make such
provisions concerning exercise or lapse of Options or SARs on death or
termination of employment as it shall in its discretion determine. No such
provision shall extend the Term of an Option or SAR, nor shall any such
provision permit an Option or SAR to be exercised prior to six months after the
date on which it was granted, except in the event of death or termination by
reason of disability.

     10.2  SUBJECT TO THE PROVISIONS OF THE PLAN AND PURSUANT TO IRC '86, NO ISO
AWARD SHALL BE EXERCISABLE AS AN ISO AFTER THE DATE WHICH IS THREE MONTHS
FOLLOWING A GRANTEE'S TERMINATION OF EMPLOYMENT FOR ANY REASON OTHER THAN
DISABILITY OR DEATH, OR TWELVE MONTHS FOLLOWING A GRANTEE'S TERMINATION OF
EMPLOYMENT BY REASON OF DISABILITY. FOLLOWING A GRANTEE'S DEATH, THE EXECUTOR,
ADMINISTRATOR OR OTHER PERSON ACQUIRING AN ISO AWARD BY BEQUEST OR INHERITANCE
OR BY REASON OF THE DEATH OF THE GRANTEE MAY EXERCISE IT AT ANY TIME DURING ITS
REMAINING TERM, PROVIDED THE DECEASED GRANTEE WAS AN EMPLOYEE EITHER AT THE
TIME OF HIS DEATH OR WITHIN THREE MONTHS PRIOR TO HIS DEATH.

     10.3  The effect of death or termination of employment on Shares issued or
issuable pursuant to any Restricted Stock Awards shall be as stated in the
Award.

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     10.4  Transfers of employment between the Company and a Subsidiary, or
between Subsidiaries, shall not constitute termination of employment for
purposes of any Award. The Committee may specify in the terms and conditions of
an Award whether any authorized leave of absence or absence for military or
government service or for any other reason shall constitute a termination of
employment for purposes of the Award and the Plan.

11.  PROVISIONS RELATING TO TERMINATION OF THE COMPANY'S SEPARATE EXISTENCE

     The Committee may provide that in the event that the Company is to be
wholly or partly liquidated, or agrees to participate in a merger,
consolidation or reorganization in which it, or an entity controlled by it, is
not the surviving entity, any or all Options and SARs granted under the Plan
shall be immediately exercisable in full and any or all Restricted Stock
Awards made under the Plan shall be immediately payable in full.

12.  WRITINGS EVIDENCING AWARDS

     Each Award granted under the Plan shall be evidenced by a writing which
may, but need not, be in the form of an agreement to be signed by the Grantee.
The writing shall set forth the nature and size of the Award, its Term, the
other terms and conditions thereof, other than those set forth in the plan, and
such other information as the Committee directs. Acceptance of any benefits of
an Award by the Grantee shall be conclusively presumed to be an assent to the
terms and conditions set forth therein, whether or not the writing is in the
form of an agreement to be signed by the Grantee.

13.  EXERCISE OF RIGHTS UNDER AWARDS

     13.1  A person entitled to exercise an Option or SAR may do so by delivery
of a written notice to that effect specifying the number of Shares with respect
to which the Option or SAR is being exercised and any other information the
Committee may prescribe.

     13.2  The notice shall be accompanied by payment in full for the purchase
price of any Shares to be purchased with such payment being made in cash or
shares of the Company's common stock having a Fair Market Value equivalent to
the purchase price of such Shares or a combination thereof and no Shares shall
be issued upon exercise of an Option until full payment has been made therefor.

     13.3  The notice of exercise of an SAR shall be accompanied by the
Grantee's copy of the writing or writings evidencing the grant of the SAR and
the related Option. No SARs, except those which entitle the Grantee to receive
only Shares, shall be exercised during the period after it becomes exercisable
except in accordance with the rules of the Securities and Exchange Commission.

     13.4  Upon exercise of an Option or SAR, or after grant of a Restricted
Stock Award but before a distribution of Shares in satisfaction thereof, the
Grantee may request in writing that the Shares to be issued in satisfaction of
the Award be issued in the name of the Grantee and another person as joint
tenants with right of survivorship or as tenants in common.

     13.5  Upon exercise of an Option, or an SAR for which at least a portion of
the SAR is issued in Shares, or after grant of a Restricted Stock Award under
which a Right of First Refusal has been required for some or all of the Shares
applicable to such Option, SAR, or Restricted Stock Award by the Committee, the
Grantee shall be required to acknowledge, in writing, his or her understanding
of such Right of First Refusal and the legend which shall be placed on the
certificate for such Shares.


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     13.6  All notices or requests provided for herein shall be delivered to
the Secretary of the Company.

14.  EFFECTIVE DATE OF THE PLAN AND DURATION

     14.1  The Plan shall become effective ON APRIL 23, 1992, SUBJECT TO
APPROVAL ON THAT DATE, AT A MEETING OF THE COMPANY'S SHAREHOLDERS, BY THE
AFFIRMATIVE VOTES OF THE HOLDERS OF A MAJORITY OF THE COMPANY'S SECURITIES
PRESENT, OR REPRESENTED, AND ENTITLED TO VOTE AT A MEETING DULY HELD IN
ACCORDANCE WITH DELAWARE LAW; AND FURTHER subject to approval by any
governmental body having jurisdiction over the Company with respect to this
Plan within the time limits applicable to any such governmental approvals.

     14.2  No Awards may be granted under the Plan on or after APRIL 23, 2002
although the terms of any Award may be amended at any time prior to the end of
its Term in accordance with the Plan.

15.  DATE OF AWARD

     The date of an Award shall be the date on which the Committee's
determination to grant the same is final, or such later date as shall be
specified by the Committee in connection with its determination.

16.  SHAREHOLDER STATUS

     No person shall have any rights as a shareholder by virtue of the grant of
an Award under the Plan except with respect to Shares actually issued to that
person.


17.  POSTPONEMENT OF EXERCISE

     The Committee may postpone any exercise of an Option or SAR or the
distribution of any portion of a Restricted Stock Award for such time as the
Committee in its discretion may deem necessary in order to permit the Company
(i) to effect or maintain registration of the Plan or the Shares issuable upon
the exercise of an Option or an SAR or distributable in satisfaction of a
Restricted Stock Award under the Securities Act of 1933, as amended, or the
securities laws of any applicable jurisdiction, (ii) to permit any action to
be taken in order to comply with restrictions or regulations incident to the
maintenance of a public market for its Shares, or (iii) to determine that such
shares and the plan are exempt from such registration or that no action of the
kind referred to in (ii) above needs to be taken; and the Company shall not be
obligated by virtue of any terms and conditions of any Award or any provision
of the plan to recognize the exercise of an Option or an SAR to sell or issue
shares in violation of the Securities Act of 1933 or the law of any government
having jurisdiction thereof. Any such postponement shall not extend the Term of
an Option or SAR or shorten the Term of any restriction attached to any
Restricted Stock Award. Neither the Company nor its directors or officers shall
have any obligation or liability to the Grantee of an Award, to the Grantee's
Successor or to any other person with respect to any Shares as to which the
Option or SAR shall lapse because of such postponement or as to which issuance
under a Restricted Stock Award was delayed.

18.  TERMINATION, SUSPENSION OR MODIFICATION OF PLAN

     The Board may at any time terminate, suspend or modify the plan, except
that the Board shall not, without authorization of the shareholders in
accordance with the requirements of Section 14, effect any change (other than
through adjustment for changes in capitalization as herein provided) which:



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     18.1  increases the aggregate number of Shares for which Awards may be
granted;

     18.2  lowers the minimum option price;

     18.3  lengthens the maximum period during which an Option or SAR may be
exercised;

     18.4  increases the maximum amount a Grantee may be paid upon the exercise
of an SAR;

     18.5  DISQUALIFIES ANY MEMBER OF THE COMMITTEE FROM BEING A "DISINTERESTED
PERSON" AS DEFINED IN RULE 16b-3(c)(2)(i) OF THE SECURITIES AND EXCHANGE
COMMISSION, AS IT EXISTS ON THE EFFECTIVE DATE OF THE PLAN OR AS SUBSEQUENTLY
AMENDED OR INTERPRETED;

     18.6  changes the class of employees eligible to receive Awards;

     18.7  extends the period of time during which Awards may be granted; or

     18.8  removes the restrictions set forth in the last sentence of this
Section.

     No termination, suspension or modification of the Plan shall adversely
affect any right acquired by any Grantee or any Successor under an Award
granted before the date of such termination, suspension or modification, unless
such Grantee or Successor shall consent; but it shall be conclusively presumed
that any adjustment for changes in capitalization as provided for herein does
not adversely affect any such right. Any member of the Board who is an officer
or employee of the Company or a Subsidiary shall be without vote on any
proposed amendment to the Plan, or on any other matter which might affect that
member's individual interest under the Plan.

19.  ADJUSTMENT FOR CHANGES IN CAPITALIZATION

     Any increase in the number of outstanding Shares of the Company occurring
through stock splits or stock dividends after the adoption of the Plan shall be
reflected proportionately in an increase in the aggregate number of Shares then
available for the grant of Awards under the Plan, or becoming available through
the termination, surrender or lapse of Awards previously granted but
unexercised, and in the number of Shares subject to Awards then outstanding;
and a proportionate reduction shall be made in the per share option price as to
any outstanding Options. Any fractional shares resulting from such adjustment
shall be eliminated. If changes in capitalization other than those considered
above shall occur, the Board shall make such adjustment in the number or class
of shares, remaining subject to Awards then outstanding and in the per share
option price as the Board in its discretion may consider appropriate, and all
such adjustments shall be conclusive upon all persons.

20.  DELIVERY OF SHARES IN LIEU OF CASH INCENTIVE AWARDS

     20.1  Any employee otherwise eligible for an Award under the Plan who is
eligible to receive a cash incentive payment from the Company under any
management incentive plan may make application to the Committee in such manner
as may be prescribed from time to time by the Committee, to receive Shares from
the Plan in lieu of all or any portion of such cash payment.

     20.2  The Committee may in its discretion honor such application by
delivering Shares from the Plan to such employee equal in Fair Market Value to
that portion of the cash



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payment otherwise payable to the employee under such incentive plan for which
a Share delivery is to be made in lieu of cash payment.

     20.3  Any Shares delivered to employees under the plan in lieu of cash
incentive payments shall come from the aggregate number of Shares authorized
for use by the Plan and shall not be available for any other Awards under the
Plan.

     20.4  Such applications and such delivery of Shares shall not be permitted
on or after APRIL 23, 2002.

21.  LOANS

     21.1  The Company may make loans to Grantees for the sole purpose of
exercising Option Awards under the Plan and meeting the Federal tax
consequences of such exercise. Such loans shall be subject to the terms and
conditions established by the Committee from time to time which shall in all
cases include those specific items contained in this Section 21 as well as such
other items as may be established by the Committee.

     21.2  No loan shall exceed the exercise price of the option to be exercised
plus the amount of Federal income taxes reasonably estimated to be due at the
exercise of the option or within the next following seven month period.

     21.3  No loan shall have a term exceeding five years subject to renewal at
the discretion of the Committee and notwithstanding any other terms of the loan
shall be fully due and payable on the loan recipient's termination of
employment. In the case of termination due to disability, the Committee at its
discretion, may extend the terms of the loan beyond termination.

     21.4  Interest shall be charged on the loan with a rate established by the
Committee but in no case less than an amount equal to any dividends payable
during the term of the loan on the Shares being purchased by the Grantee at the
exercise of the option. Such minimum interest rate shall be determined by
dividing the dividends paid on such shares during the preceding twelve months
by the option price for such shares.

     21.5  If such a loan is made to a Grantee, the Company shall not deliver a
certificate or any shares purchased with the loan proceeds until such time as
the loan is repaid.

22.  NON-UNIFORM DETERMINATION

     The Committee's determination under the Plan including, without limitation,
determination of the persons to receive Awards, the form, amount and type of
Awards (e.g. ISOs, NQSOs, Restricted Stock Awards), the terms and provisions of
Awards and the written material evidencing such Awards, THE GRANT OF ADDITIONAL
BENEFITS IN CONNECTION WITH ANY AWARD, and the granting or rejecting of loans or
applications for delivery of stock in lieu of cash bonus or incentive payments
need not be uniform and may be made selectively among otherwise eligible
employees, whether or not such employees are similarly situated.

23.  TAXES

     The Company shall be entitled if necessary or desirable to pay or withhold
the amount of any tax attributable to any amounts payable under any Awards after
giving the person entitled to receive such amount notice as far in advance as
practicable, and the Company may defer making payment of any Award if any such
tax, charge or assessment may be pending until indemnification to its
satisfaction.





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24.  TENURE

     An employee's right, if any, to continue in the employ of the Company or a
Subsidiary shall not be affected by the fact that he is a participant under
this Plan. At the sole discretion of the Committee, an employee terminated for
cause may be required to forfeit all of his rights under the Plan, except as to
Options or SARs already exercised and Restricted Stock Awards on which
restrictions have already lapsed.

25.  APPLICATION OF PROCEEDS

     The proceeds received by the Company from the sale of its Shares under the
Plan shall be used for general corporate purposes.

26.  OTHER ACTIONS

     Nothing in the Plan shall be construed to limit the authority of the
Company to exercise its corporate rights and powers, including, by way of
illustration and not by way of limitation, the right to grant options for
proper corporate purposes otherwise than under the plan to any employee or any
other person, firm, corporation, association or other entity, or to grant
options to, or assume options of, any person in connection with the acquisition,
by purchase, lease, merger, consolidation or otherwise, of all or any part of
the business and assets of any person, firm, corporation, association or other
entity.

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