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                                                                    EXHIBIT 10.8



                                 AMENDED AND RESTATED

                             GENERAL SEMICONDUCTOR, INC.

                            1993 LONG-TERM INCENTIVE PLAN




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                                  TABLE OF CONTENTS

                                                                            PAGE

1. Establishment, Purpose, Effective Date, Termination of the FLGI 
   Holding Corp. Stock Option Plan, and Name Change............................1
  (a) Establishment............................................................1
  (b) Purpose..................................................................1
  (c) Effective Date...........................................................1
  (d) Termination of the FLGI Holding Corp. Stock Option Plan..................1
  (e) Name Change..............................................................1
2. Definitions.................................................................1
3. Scope of the Plan...........................................................6
  (a) Number of Shares Available Under the Plan................................6
  (b) Reduction in the Available Shares in Connection with Award Grants........7
  (c) Effect of the Expiration or Termination of Awards........................7
  (d) Maximum Number of Options and Stock Appreciation Rights to any 
  Individual Grantee...........................................................8
4. Administration..............................................................8
  (a) Committee Administration.................................................8
  (b) Board Reservation and Delegation.........................................8
  (c) Committee Authority......................................................8
  (d) Committee Determinations Final...........................................9
5. Eligibility.................................................................9
6. Conditions to Grants........................................................9
  (a) General Conditions.......................................................9
  (b) Grant of Options and Option Price.......................................10
  (c) Grant of Incentive Stock Options........................................10
  (d) Grant of Shares of Restricted Stock.....................................12

                                         (i)


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  (e) Grant of Stock Appreciation Rights......................................14
  (f) Grant of Performance Units and Performance Shares.......................14
  (g) Grant of Phantom Stock..................................................15
  (h) Grant of Director's Shares..............................................15
  (i) Tandem Awards...........................................................15
7. Non-transferability........................................................15
8. Exercise...................................................................15
 (a) Exercise of Options......................................................15
 (b) Exercise of Stock Appreciation Rights....................................16
 (c) Exercise of Performance Units............................................17
 (d) Payment of Performance Shares............................................18
 (e) Payment of Phantom Stock Awards..........................................19
 (f) Exercise, Cancellation, Expiration or Forfeiture of Tandem Awards........19
9. Effect of Certain Transactions.                                            19
10. Mandatory Withholding Taxes...............................................19
11. Termination of Employment.................................................20
12. Securities Law Matters....................................................20
13. No Funding Required.......................................................20
14. No Employment Rights......................................................20
15. Rights as a Stockholder...................................................20
16. Nature of Payments........................................................21
17. Non-Uniform Determinations................................................21
18. Adjustments...............................................................21
19. Amendment of the Plan.....................................................22
20. Termination of the Plan...................................................22

                                         (ii)


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21. No Illegal Transactions...................................................22
22. Governing Law.............................................................22
23. Severability..............................................................22

                                        (iii)


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    1.   ESTABLISHMENT, PURPOSE, EFFECTIVE DATE, TERMINATION OF THE FLGI
HOLDING CORP. STOCK OPTION PLAN, AND NAME CHANGE.

    (a)  ESTABLISHMENT  .  The Company hereby establishes the General
Instrument Corporation 1993 Long-Term Incentive Plan (as set forth herein and
from time to time amended, the "Plan").

    (b)  PURPOSE   .  The primary purpose of the Plan is to provide a means by
which key employees and directors of the Company and its Subsidiaries can
acquire and maintain stock ownership, thereby strengthening their commitment to
the success of the Company and its Subsidiaries and their desire to remain
employed by the Company and its Subsidiaries, focusing their attention on
managing the Company as an equity owner, and aligning their interests with those
of the Company's stockholders.  The Plan also is intended to attract and retain
key employees and to provide such employees with additional incentive and reward
opportunities designed to encourage them to enhance the profitable growth of the
Company and its Subsidiaries.

    (c)  EFFECTIVE DATE .  The Plan shall become effective upon its adoption by
the Board, subject to the approval of the holders of a majority of the shares of
Stock of the Company present or represented by proxy at the annual meeting of
stockholders held in 1993.

    (d)  TERMINATION OF THE FLGI HOLDING CORP. STOCK OPTION PLAN     . 
Effective upon stockholder approval of this Plan, the FLGI Holding Corp. Stock
Option Plan shall terminate and the shares of Stock allotted for stock option
grants under that plan, which are not the subject of outstanding options granted
under that plan, shall not be available for the granting of any further options
or other awards under that plan or any other employee or director plan or
arrangement of the Company.  The options outstanding under the FLGI Holding
Corp. Stock Option Plan shall remain outstanding and exercisable in accordance
with their respective terms.

    (e)  NAME CHANGE    .  The name of the Plan, effective as of the date of
the distribution of shares of common stock of NextLevel Systems, Inc. to
shareholders of the Company (the "Distribution Date"), shall be the Amended and
Restated General Semiconductor, Inc. 1993 Long-Term Incentive Plan.


    2.   DEFINITIONS.

    As used in the Plan, terms defined parenthetically 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)  "Award" means Options, shares of restricted Stock, stock
              appreciation rights, performance units, or performance shares or
              Director's Shares granted under the Plan.


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         (b)  "Award Agreement" means the written agreement by which an Award
              is evidenced.

         (c)  "Beneficial Owner," "Beneficially Owned" and "Beneficially
              Owning" shall have the meanings applicable under Rule 13d-3
              promulgated under the 1934 Act.

         (d)  "Board" means the board of directors of the Company.

         (e)  "Change in Capitalization" means any increase or reduction in the
              number of shares of Stock, or any change in the shares of Stock
              or exchange of shares of Stock for a different number or kind of
              shares or other securities by reason of a stock dividend,
              extraordinary dividend, stock split, reverse stock split, share
              combination, reclassification, recapitalization, merger,
              consolidation, spin-off, split-up, reorganization, issuance of
              warrants or rights, liquidation, exchange of shares, repurchase
              of shares, change in corporate structure, or similar event, of or
              by the Company.

         (f)  "Change of Control" means any of the following:

              (i)  the acquisition by any Person, other than Instrument
         Partners or Forstmann Little & Co. Subordinated Debt and Equity
         Management Buyout Partnership-IV or any of their affiliates
         (collectively, the "Forstmann Little Companies") of Beneficial
         Ownership of Voting Securities which, when added to the Voting
         Securities then Beneficially Owned by such Person, would result in
         such Person Beneficially Owning (A) 33% or more of the combined Voting
         Power of the Company's then outstanding Voting Securities and (B) a
         number of Voting Securities greater than the aggregate number of
         Voting Securities then Beneficially Owned by the Forstmann Little
         Companies; PROVIDED, HOWEVER, that for purposes of this paragraph (i),
         a Person shall not be deemed to have made an acquisition of Voting
         Securities if such Person: (1) acquires Voting Securities as a result
         of a stock split, stock dividend or other corporate restructuring in
         which all stockholders of the class of such Voting Securities are
         treated on a pro rata basis; (2) acquires the Voting Securities
         directly from the Company; (3) becomes the Beneficial Owner of 33% or
         more of the combined Voting Power of the Company's then outstanding
         Voting Securities solely as a result of the acquisition of Voting
         Securities by the Company or any Subsidiary which, by reducing the
         number of Voting Securities outstanding, increases the proportional
         number of shares Beneficially Owned by such Person, provided that if
         (x) a Person would own at least such percentage as a result of the
         acquisition by the Company or any Subsidiary and (y) after such
         acquisition by the Company or any Subsidiary, such Person acquires
         Voting Securities, then an acquisition of Voting Securities shall have
         occurred; (4) is the Company or any corporation or other Person of
         which a majority of its voting power or its equity securities or
         equity interest is owned directly or indirectly by the Company (a
         "Controlled Entity"); or (5) acquires 

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         Voting Securities in connection with a "Non-Control Transaction" (as
         defined in paragraph (iii) below); or

              (ii) the individuals who, as of the Effective Date, are members
         of the Board (the "Incumbent Board") cease for any reason to
         constitute at least two-thirds of the Board; PROVIDED, HOWEVER, that
         if either the election of any new director or the nomination for
         election of any new director by the Company's stockholders was
         approved by a vote of at least two-thirds of the Incumbent Board prior
         to such election or nomination, such new director shall be considered
         as a member of the Incumbent Board; PROVIDED FURTHER, HOWEVER, that no
         individual shall be considered a member of the Incumbent Board if such
         individual initially assumed office as a result of either an actual or
         threatened "Election Contest" (as described in Rule 14a-11 promulgated
         under the 1934 Act) or other actual or threatened solicitation of
         proxies or consents by or on behalf of a Person other than the Board
         (a "Proxy Contest") including by reason of any agreement intended to
         avoid or settle any Election Contest or Proxy Contest; or

              (iii)     approval by stockholders of the Company of:

                        (A)  a merger, consolidation or reorganization
              involving the Company (a "Business Combination"), unless

                             (1)  the stockholders of the Company, immediately
                        before the Business Combination, own, directly or
                        indirectly immediately following the Business
                        Combination, at least a majority of the combined voting
                        power of the outstanding voting securities of the
                        corporation resulting from the Business Combination
                        (the "Surviving Corporation") in substantially the same
                        proportion as their ownership of the Voting Securities
                        immediately before the Business Combination, and

                             (2)  the individuals who were members of the
                        Incumbent Board immediately prior to the execution of
                        the agreement providing for the Business Combination
                        constitute at least a majority of the members of the
                        Board of Directors of the Surviving Corporation, and

                             (3)  no Person (other than the Company or any
                        Controlled Entity, a trustee or other fiduciary holding
                        securities under one or more employee benefit plans or
                        arrangements (or any trust forming a part thereof)
                        maintained by the Company, the Surviving Corporation or
                        any Controlled Entity, or any Person who, immediately
                        prior to the Business Combination, had Beneficial
                        Ownership of 33% or more of the then outstanding Voting
                        Securities) has Beneficial Ownership of 33% or more of
                        the combined voting power of the Surviving
                        Corporation's then 

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                        outstanding voting securities (a Business Combination
                        satisfying the conditions of clauses (1), (2) and (3)
                        of this subparagraph (A) shall be referred to as a
                        "Non-Control Transaction");

                        (B)  a complete liquidation or dissolution of the
                             Company; or

                        (C)  the sale or other disposition of all or
                             substantially all of the assets of the Company
                             (other than a transfer to a Controlled Entity).

    Notwithstanding the foregoing, a Change of Control shall not be deemed to
occur solely because 33% or more of the then outstanding Voting Securities is
Beneficially Owned by (x) a trustee or other fiduciary holding securities under
one or more employee benefit plans or arrangements (or any trust forming a part
thereof) maintained by the Company or any Controlled Entity or (y) any
corporation which, immediately prior to its acquisition of such interest, is
owned directly or indirectly by the stockholders of the Company in the same
proportion as their ownership of stock in the Company immediately prior to such
acquisition.

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

         (h)  "Company" means General Instrument Corporation, a Delaware
              corporation, and effective as of the Distribution Date, General
              Semiconductor, Inc.

         (i)  "Director's Shares" means the shares of Stock awarded to a
              nonemployee director of the Company pursuant to Article 6(h).

         (j)  "Disability" means 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 duties 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.

         (k)  "Effective Date" means the date that the Plan is adopted by the
              Board.

         (l)  "Fair Market Value" of any security of the Company or any other
              issuer means, as of any applicable date:

              (i)     if the security is listed for trading on the New York
         Stock Exchange, 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, or

              (ii)    if the security is not so listed, but is listed on
         another national securities exchange or authorized for quotation on
         the National Association of 

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         Securities Dealers Inc.'s NASDAQ National Market System
         ("NASDAQ/NMS"), the closing price, regular way, of the security on
         such exchange or NASDAQ/NMS, as the case may be, 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, or

              (iii)   if the security is not listed for trading on a national
         securities exchange or authorized for quotation on NASDAQ/NMS, the
         average of the closing bid and asked prices as reported by the
         National Association of Securities Dealers Automated Quotation System
         ("NASDAQ") or, if no such prices shall have been so reported for such
         date, on the next preceding date for which such prices were so
         reported, or

              (iv)    if the security is not listed for trading on a national
         securities exchange or is not authorized for quotation on NASDAQ/NMS
         or NASDAQ, the fair market value of the security as determined in good
         faith by the Committee.

         (m)  "Grant Date" means the date of grant of an Award determined in
              accordance with Article 6.

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

         (o)  "Incentive Stock Option" means an Option satisfying the
              requirements of Section 422 of the Internal Revenue Code and
              designated by the Committee as an Incentive Stock Option.

         (p)  "Internal Revenue Code" means the Internal Revenue Code of 1986,
              as amended, and regulations and rulings thereunder.  References
              to a particular Section of the Internal Revenue Code shall
              include references to successor provisions.

         (q)  "Measuring Period" has the meaning specified in Article
              6(f)(ii)(B).

         (r)  "Minimum Consideration" means the $.0l par value per share of
              Stock or such larger amount determined pursuant to resolution of
              the Board to be capital within the meaning of Section 154 of the
              Delaware General Corporation Law.

         (s)  "1934 Act" means the Securities Exchange Act of 1934, as amended.

         (t)  "Nonqualified Stock Option" means an Option which is not an
              Incentive Stock Option or other type of statutory stock option
              under the Internal Revenue Code.

         (u)  "Option" means an option to purchase Stock granted under the
              Plan.

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         (v)  "Option Price" means the per share purchase price of (i) Stock
              subject to an Option or (ii) restricted Stock subject to an
              Option.

         (w)  "Performance Percentage" has the meaning specified in Article
              6(f)(ii)(C).

         (x)  "Person" means a person within the meaning of Sections 13(d) and
              14(d) of the 1934 Act.

         (y)  "Plan" has the meaning set forth in Article 1(a).

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

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

         (bb) "Stock" means common stock, par value $.01 per share, of the
              Company.

         (cc) "Subsidiary" means a corporation as defined in Section 424(f) of
              the Internal Revenue Code, with the Company being treated as the
              employer corporation for purposes of this definition.

         (dd) "10% Owner" means a person who owns stock (including stock
              treated as owned under Section 424(d) of the Internal Revenue
              Code) possessing more than 10% of the Voting Power of the
              Company.

         (ee) "Termination of Employment" occurs the first day on which an
              individual is for any reason no longer employed by the Company or
              any of its Subsidiaries, or with respect to an individual who is
              an employee of a Subsidiary, the first day on which the Company
              no longer owns Voting Securities possessing at least 50% of the
              Voting Power of such Subsidiary.

         (ff) "Voting Power" means the combined voting power of the then
              outstanding Voting Securities.

         (gg) "Voting Securities" means, with respect to the Company or any
              Subsidiary, any securities issued by the Company or such
              Subsidiary, respectively, which generally entitle the holder
              thereof to vote for the election of directors of the Company.

    3.   SCOPE OF THE PLAN.

         (a)  NUMBER OF SHARES AVAILABLE UNDER THE PLAN.  The maximum number of
shares of Stock that may be made the subject of Awards granted under the Plan is
16,880,000 (or the number and kind of shares of Stock or other securities to
which such shares of Stock are adjusted upon a Change in Capitalization pursuant
to Article 18); PROVIDED, HOWEVER, that, in the aggregate, not more than
one-third of the number of allotted shares may be made the subject of 

                                         -6-


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restricted Stock and phantom stock Awards under the Plan.  The Company shall
reserve for the purpose of the Plan, out of its authorized but unissued shares
of Stock or out of shares held in the Company's treasury, or partly out of each,
such number of shares as shall be determined by the Board.  The Board shall have
the authority to cause the Company to purchase from time to time shares of Stock
to be held as treasury shares and used for or in connection with Awards.

         (b)  REDUCTION IN THE AVAILABLE SHARES IN CONNECTION WITH AWARD
GRANTS.  Upon the grant of an Award, the number of shares of Stock available
under Article 3(a) for the granting of further Awards shall be reduced as
follows:

              (i)     PERFORMANCE UNITS DENOMINATED IN DOLLARS.  In connection
         with the granting of each performance unit denominated in dollars, the
         number of shares of Stock available under Article 3(a) for the
         granting of further Awards shall be reduced by the quotient of (x) the
         dollar amount represented by the performance unit divided by (y) the
         Fair Market Value of a share of Stock on the date immediately
         preceding the Grant Date of the performance unit.

              (ii)    OTHER AWARDS.  In connection with the granting of each
         Award, other than a performance unit denominated in dollars, the
         number of shares of Stock available under Article 3(a) for the
         granting of further Awards shall be reduced by a number of shares
         equal to the number of shares of Stock in respect of which the Award
         is granted or denominated.


    Notwithstanding the foregoing, where two or more Awards are granted with
respect to the same shares of Stock, such shares shall be taken into account
only once for purposes of this Article 3(b).

         (c)  EFFECT OF THE EXPIRATION OR TERMINATION OF AWARDS .  If and to
the extent an Award expires, terminates or is cancelled or forfeited for any
reason without having been exercised in full (including, without limitation, a
cancellation of an Option pursuant to Article 4(c)(vi)), the shares of Stock
associated with the expired, terminated, cancelled or forfeited portion of the
Award (to the extent the number of shares available for the granting of Awards
was reduced pursuant to Article 3(b)) shall again become available for Awards
under the Plan.

    Notwithstanding anything contained in this Article 3, the number of shares
of Stock available for Awards at any time under the Plan shall be reduced to
such lesser amount as may be required pursuant to the methods of calculation
necessary so that the exemptions provided pursuant to Rule 16b-3 under the 1934
Act will continue to be available for transactions involving all current and
future Awards.  In addition, during the period that any Awards remain
outstanding under the Plan, the Committee may make good faith adjustments with
respect to the number of shares of Stock attributable to such Awards for
purposes of calculating the maximum number of shares available for the granting
of future Awards under the Plan, provided that following such adjustments the
exemptions provided pursuant to Rule 16b-3 under the 1934 Act will continue to
be available for transactions involving all current and future Awards.

                                         -7-


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         (d)  MAXIMUM NUMBER OF OPTIONS AND STOCK APPRECIATION RIGHTS TO ANY
INDIVIDUAL GRANTEE .  No individual Grantee may be granted Options and stock
appreciation rights in respect of more than one-fifth of the maximum number of
shares of Stock that may be made the subject of Awards under the Plan as set
forth in Article 3(a).

    4.   ADMINISTRATION.

         (a)  COMMITTEE ADMINISTRATION.  Subject to Article 4(b), the Plan
shall be administered by the Committee, which shall consist of not less than two
"non-employee directors" within the meaning of Rule 16b-3, and to the extent
necessary for any Award intended to qualify as performance-based compensation
under Section 162(m) of the Internal Revenue Code to so qualify, each member of
the Committee shall be an "outside director" within the meaning of Section
162(m) of the Internal Revenue Code.

         (b)  BOARD RESERVATION AND DELEGATION.  The Board may, in its
discretion, reserve to itself or exercise any or all of the authority and
responsibility of the Committee hereunder.  It may also 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 one 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 exercised the authority and
responsibility of the Committee, or delegated the authority and responsibility
of the Committee to such other committee, all references to the Committee in the
Plan shall be to the Board or to such other committee.

         (c)  COMMITTEE AUTHORITY.  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, without limitation, rules with
         respect to the exercisability and nonforfeitability of Awards upon the
         Termination of Employment of a Grantee,

              (v)     to determine the terms and provisions of the Award
         Agreements, which need not be identical and, with the consent of the
         Grantee, to modify any such Award Agreement at any time,

                                         -8-


<PAGE>

              (vi)    to cancel, with the consent of the Grantee, outstanding
         Awards,

              (vii)   to accelerate the exercisability of, and to accelerate or
         waive any or all of the restrictions and conditions applicable to, any
         Award,

              (viii)  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,

              (ix)    to authorize any action of or make any determination by
         the Company as the Committee shall deem necessary or advisable for
         carrying out the purposes of the Plan, and

              (x)     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, without limitation, requiring simultaneous
         exercise of related identified Awards, and limiting the percentage of
         Awards which may from time to time be exercised by a Grantee.

         (d)  COMMITTEE DETERMINATIONS FINAL.  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 employee of the Company or any of its
Subsidiaries.  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.  In addition, Nonqualified Stock Options will be granted to nonemployee
directors of the Company as set forth in Article 6(b)(ii), and Director's Shares
will be issued to nonemployee directors of the Company pursuant to Article 6(h).

    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 ARTICLE 6(C) WITH
         RESPECT TO INCENTIVE STOCK OPTIONS) SHALL BE A PERIOD OF NOT MORE THAN
         TEN YEARS FROM THE 

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<PAGE>

         GRANT DATE, AND SHALL BE SUBJECT TO EARLIER TERMINATION AS PROVIDED
         HEREIN OR IN THE APPLICABLE AWARD AGREEMENT.

              (iii)   A GRANTEE MAY, IF OTHERWISE ELIGIBLE, BE GRANTED
         ADDITIONAL AWARDS IN ANY COMBINATION.

              (iv)    THE COMMITTEE MAY GRANT AWARDS WITH TERMS AND CONDITIONS
         WHICH DIFFER AMONG THE GRANTEES THEREOF.  TO THE EXTENT NOT SET FORTH
         IN THE PLAN, THE TERMS AND CONDITIONS OF EACH AWARD SHALL BE SET FORTH
         IN AN AWARD AGREEMENT.

         (b)  GRANT OF OPTIONS AND OPTION PRICE.  The Committee may, in its
discretion, and shall as provided in Article 6(b)(ii), grant Options as follows:

              (i)     EMPLOYEE OPTIONS.  Options to acquire unrestricted Stock
         or restricted Stock may be granted to any employee eligible under
         Article 5 to receive Awards.  No later than the Grant Date of any
         Option, the Committee shall determine the Option Price which shall not
         be less than 100% of the Fair Market Value of the Stock on the Grant
         Date.

              (ii)    NONEMPLOYEE DIRECTOR OPTIONS.  Nonqualified Stock Options
         with respect to 20,000 shares of unrestricted Stock shall be granted
         to each nonemployee director of the Company (other than a nonemployee
         director who is a general partner of any of the Forstmann Little
         Companies or any of their affiliates) upon his or her initial election
         to the Board and every three years thereafter on the anniversary of
         such nonemployee director's initial election to the Board as long as
         such nonemployee director is then still serving on the Board, at an
         Option Price equal to 100% of the Fair Market Value of the Stock on
         the Grant Date; PROVIDED, HOWEVER, that the Grant Date of the first
         grants of Nonqualified Stock Options to nonemployee directors after
         the Distribution Date shall be the fifth trading day after the
         Distribution Date.  Each Nonqualified Stock Option granted to a
         nonemployee director will become exercisable with respect to one-third
         of the underlying shares on each of the first, second and third
         anniversaries of the Grant Date, and will have a term of ten years. 
         If a nonemployee director ceases to serve as a director of the Company
         for any reason, any Nonqualified Stock Option granted to such
         nonemployee director shall be exercisable during its remaining term,
         to the extent that such Nonqualified Stock Option was exercisable on
         the date such nonemployee director ceased to be a director.

         (c)  GRANT OF INCENTIVE STOCK OPTIONS   .  At the time of the grant of
any Option, the Committee may designate that such Option shall be an Incentive
Stock Option.  Any Option designated as an Incentive Stock Option:

              (i)     shall have an Option Price of (A) not less than 100% of
         the Fair Market Value of the Stock on the Grant Date or (B) in the
         case of a 10% Owner, not less than 110% of the Fair Market Value of
         the Stock on the Grant Date;

                                         -10-


<PAGE>

              (ii)    shall have a term of not more than ten years (five years,
         in the case of a 10% Owner) from the Grant Date, and shall be subject
         to earlier termination as provided herein or in the applicable Award
         Agreement;

              (iii)   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 Internal Revenue
         Code, which exceeds $100,000 (the "$100,000 Limit");

              (iv)    shall, if, with respect to any grant, the aggregate Fair
         Market Value of Stock (determined on the Grant Date) of 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
              be, when added to any portions of any Prior Grants 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 Date 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)  if, viewed as of the date of the Current Grant, any
              portion of a Current Grant could not be exercised under the
              provisions of Article 6(c)(iv)(A) 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 Nonqualified Stock Option at such date
              or dates as are provided in the Current Grant;

              (v)  shall be granted within ten years from the earlier of the
         date the Plan is adopted by the Board or the date the Plan is approved
         by the stockholders of the Company; and

              (vi) 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 Internal 

                                         -11-


<PAGE>

         Revenue Code (relating to certain disqualifying dispositions), within
         ten days of such disposition.

         (d)  GRANT OF SHARES OF RESTRICTED STOCK     .

              (i)     The Committee may, in its discretion, grant shares of
         restricted Stock to any employee eligible under Article 5 to receive
         Awards.

              (ii)    Before the grant of any shares of restricted Stock, the
         Committee shall determine, in its discretion:

                   (A)  whether the certificates for such shares shall be
              delivered to the Grantee or held (together with a stock power
              executed in blank by the Grantee) in escrow by the Secretary of
              the Company until such shares become nonforfeitable or are
              forfeited,

                   (B)  the per share purchase price of such shares, which may
              be zero, PROVIDED, HOWEVER, that the per share purchase price of
              all such shares (other than treasury shares) shall not be less
              than the Minimum Consideration for each such share;

                   (C)  the restrictions applicable to such grant; and

                   (D)  whether the payment to the Grantee of dividends, or a
              specified portion thereof, declared or paid on such shares by the
              Company shall be deferred until the lapsing of the restrictions
              imposed upon such shares and shall be held by the Company for the
              account of the Grantee, whether such dividends shall be
              reinvested in additional shares of restricted Stock (to the
              extent shares are available under Article 3) subject to the same
              restrictions and other terms as apply to the shares with respect
              to which such dividends are issued or otherwise reinvested in
              Stock or held in escrow, whether interest will be credited to the
              account of the Grantee with respect to any dividends which are
              not reinvested in restricted or unrestricted Stock, and whether
              any Stock dividends issued with respect to the restricted Stock
              to be granted shall be treated as additional shares of restricted
              Stock.

              (iii)   Payment of the purchase price (if greater than zero) for
         shares of restricted Stock shall be made in full by the Grantee before
         the delivery of such shares and, in any event, no later than ten days
         after the Grant Date for such shares.  Such payment may be made, as
         determined by the Committee in its discretion, in any one or any
         combination of the following:

                   (A)  cash, or

                                         -12-


<PAGE>

                   (B)  with the prior approval of the Committee, shares of
              restricted or unrestricted Stock owned by the Grantee prior to
              such grant and valued at its Fair Market Value on the business
              day immediately preceding the date of payment; 

              PROVIDED, HOWEVER, that, in the case of payment in shares of
         restricted or unrestricted Stock, if the purchase price for restricted
         Stock ("New Restricted Stock") is paid with shares of restricted Stock
         ("Old Restricted Stock"), the restrictions applicable to the New
         Restricted Stock shall be the same as if the Grantee had paid for the
         New Restricted Stock in cash unless, in the judgment of the Committee,
         the Old Restricted Stock was subject to a greater risk of forfeiture,
         in which case a number of shares of New Restricted Stock equal to the
         number of shares of Old Restricted Stock tendered in payment for New
         Restricted Stock shall be subject to the same restrictions as the Old
         Restricted Stock, determined immediately before such payment.


              (iv) The Committee may, but need not, provide that all or any
         portion of a Grantee's Award of restricted Stock shall be forfeited

                   (A)  except as otherwise specified in the Award Agreement,
              upon the Grantee's Termination of Employment within a specified
              time period after the Grant Date, or

                   (B)  if the Company or the Grantee does not achieve
              specified performance goals within a specified time period after
              the Grant Date and before the Grantee's Termination of
              Employment, or
                   (C)  upon failure to satisfy such other restrictions as the
              Committee may specify in the Award Agreement.

              (v)  If a share of restricted Stock is forfeited, then

                   (A)  the Grantee shall be deemed to have resold such share
              of restricted Stock to the Company at the lesser of (1) the
              purchase price paid by the Grantee (such purchase price shall be
              deemed to be zero dollars ($0) if no purchase price was paid) 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, if not zero, as
              soon as is administratively practicable, but in any case within
              90 days after forfeiture; 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
              date of the Company's 

                                         -13-


<PAGE>

              tender of the payment specified in clause (B) of this sentence,
              whether or not such tender is accepted by the Grantee, or the
              date the restricted Stock is forfeited if no purchase price was
              paid for the restricted Stock.

              (vi) 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, the Company
         shall cause certificates for such shares to be issued or reissued
         without such legend and delivered to the Grantee or, at the request of
         the Grantee, shall cause such shares to be credited to a brokerage
         account specified by the Grantee.

         (e)  GRANT OF STOCK APPRECIATION RIGHTS .  The Committee may grant
stock appreciation rights to any employee eligible under Article 5 to receive
Awards.  When granted, stock appreciation rights may, but need not, be
identified with shares of Stock subject to a specific Option awarded to the
Grantee (including any Option 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 then, unless otherwise provided in the
applicable Award Agreement, the Grantee's associated stock appreciation rights
shall terminate upon the exercise, expiration, termination, forfeiture, or
cancellation of such Option.

         (f)  GRANT OF PERFORMANCE UNITS AND PERFORMANCE SHARES .


              (i)     The Committee may, in its discretion, grant performance
         units or performance shares to any employee eligible under Article 5
         to receive Awards.

              (ii)    Before the grant of any performance unit or performance
         share, the Committee shall:

                   (A)  determine performance goals applicable to such grant,

                   (B)  designate a period, of not less than one year nor more
              than five years, for the measurement of the extent to which
              performance goals are attained (the "Measuring Period"), and

                   (C)  assign a "Performance Percentage" to each level of
              attainment of performance goals during the Measuring Period, with
              the percentage applicable to minimum attainment being zero
              percent (0%) and the percentage applicable to optimum attainment
              to be determined by the Committee from time to time.

              (iii)   In establishing performance goals, the Committee may
         consider such performance factor or factors as it deems appropriate,
         including, without limitation, net income, growth in net income,
         earnings per share, growth of earnings per share, return on equity, or
         return on capital.  The Committee may, at 

                                         -14-


<PAGE>

         any time, in its discretion, modify performance goals in order to
         facilitate their attainment for any reason, including, but not limited
         to, 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, the Committee may adjust or eliminate the
         performance goals as it deems appropriate.

         (g)  GRANT OF PHANTOM STOCK   .  The Committee may, in its discretion,
grant shares of phantom stock to any employee who is eligible under Article 5 to
receive Awards and is employed outside the United States.  Such phantom stock
shall be subject to the terms and conditions established by the Committee and
set forth in the applicable Award Agreement.

         (h)  GRANT OF DIRECTOR'S SHARES    .  There shall be granted
Director's Shares with respect to 1,000 shares of Stock to each nonemployee
director of the Company (other than a nonemployee director who is a general
partner of any of the Forstmann Little Companies or any of their affiliates)
upon his or her initial election to the Board.  Director's Shares shall be fully
vested and transferable upon issuance.

         (i)  TANDEM AWARDS  .  The Committee may grant and identify any Award
with any other Award granted under the Plan ("Tandem Award"), on terms and
conditions determined by the Committee. 

    7.   NON-TRANSFERABILITY.  

    Unless set forth in the applicable Award Agreement, no Award (other than an
Award of restricted Stock) granted hereunder shall by its terms be assignable or
transferable except by will or the laws of descent and distribution or pursuant
to a domestic relations order (within the meaning of Rule 16a-12 promulgated
under the Exchange Act).  An Option may be exercised, during the lifetime of a
Grantee only by the Grantee or his or her guardian or legal representatives. 
The terms of an Award shall be final, binding and conclusive upon the
beneficiaries, executors, administrators, heirs and successors of the Grantee. 
Each share of restricted Stock shall be non-transferable until such share
becomes nonforfeitable.

    8.   EXERCISE.

         (a)  EXERCISE OF OPTIONS .  Subject to Articles 4(c)(vii), 11 and 12
and such terms and conditions as the Committee may impose, each Option shall be
exercisable in one or more installments commencing not earlier than the first
anniversary of the Grant Date of such Option; PROVIDED, HOWEVER, that all
Options held by each Grantee shall become fully (100%) exercisable upon the
occurrence of a Change of Control regardless of whether the acceleration of the
exercisability of such Options would cause such Options to lose their
eligibility for treatment as Incentive Stock Options.  Notwithstanding the
foregoing, Options may not be exercised by a Grantee for twelve months following
a hardship distribution to the Grantee, to the extent such exercise is
prohibited under Treasury Regulation Section 1.401(k)-1(d)(2)(iv)(B)(4). Each
Option shall be exercised by delivery to the Company of written notice of intent
to purchase a specific number 

                                         -15-


<PAGE>

of shares of Stock or restricted Stock subject to the Option.  The Option Price
of any shares of Stock or restricted Stock as to which an Option shall be
exercised shall be paid in full at the time of the exercise.  Payment may be
made, as determined by the Committee in its discretion, with respect to Options
granted to eligible employees and in all cases with respect to Options granted
to nonemployee directors pursuant to Article 6(b)(ii), in any one or any
combination of the following:

              (i)     cash,

              (ii)    shares of restricted or unrestricted Stock owned by the
         Grantee prior to the exercise of the Option and valued at its Fair
         Market Value on the last business day immediately preceding the date
         of exercise, or

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

    If restricted Stock ("Tendered Restricted Stock") is used to pay the Option
Price for Stock, then a number of shares of Stock acquired on exercise of the
Option equal to the number of shares of Tendered Restricted Stock shall be
subject to the same restrictions as the Tendered Restricted Stock, determined as
of the date of exercise of the Option.  If the Option Price for restricted Stock
is paid with Tendered Restricted Stock, and if the Committee determines that the
restricted Stock acquired on exercise of the Option shall be subject to
restrictions ("Greater Restrictions") that cause it to have a greater risk of
forfeiture than the Tendered Restricted Stock, then notwithstanding the
preceding sentence, all the restricted Stock acquired on exercise of the Option
shall be subject to such Greater Restrictions.

    Shares of unrestricted Stock acquired by a Grantee on exercise of an Option
shall be delivered to the Grantee or, at the request of the Grantee, shall be
credited directly to a brokerage account specified by the Grantee.

         (b)  EXERCISE OF STOCK APPRECIATION RIGHTS   .  Subject to Articles
4(c)(vii), 11 and 12 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 and, if such
stock appreciation right is identified with an Option, to the extent such Option
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 subject to an
Option shall result in the forfeiture of such Option to the extent of such
exercise.

                                         -16-


<PAGE>

    The benefit for each stock appreciation right exercised shall be equal to
the excess, if any, of

              (i)  the Fair Market Value of a share of Stock on the date of
         such exercise, over

              (ii) an amount equal to

                   (A)  in the case of a stock appreciation right identified
              with a share 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

                   (B)  in the case of 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 a maximum amount (I.E., a cap) set
by Committee, which cap may be expressed as (i) a percentage of the excess
amount described above (not to exceed 100%), (ii) a percentage of the Fair
Market Value of a share of Stock on the Grant Date of the stock appreciation
right, or (iii) a fixed dollar amount.  The benefit upon the exercise of a stock
appreciation right shall be payable in cash, except that the Committee, with
respect to any particular exercise, may, in its discretion, pay benefits wholly
or partly in Stock delivered to the Grantee or credited to a brokerage account
specified by the Grantee.

         (c)  EXERCISE OF PERFORMANCE UNITS .

              (i)     Subject to Articles 4(c)(vii), 11 and 12 and such terms
         and conditions as the Committee may impose, and unless otherwise
         provided in the applicable Award Agreement, if, with respect to any
         performance unit, the minimum performance goals have been achieved
         during the applicable Measuring Period, then such performance unit
         shall be deemed exercised on the date on which it first becomes
         exercisable.

              (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
              Measuring Period for such performance unit.

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

                        (A)  a dollar amount,

                                         -17-


<PAGE>

                        (B)  an amount equal to the Fair Market Value of a
                   share of Stock on the Grant Date,

                        (C)  an amount equal to the Fair Market Value of a
                   share of Stock on the exercise date of the performance unit,
                   plus, if so provided in the Award Agreement, an amount
                   ("Dividend Equivalent Amount") equal to the Fair Market
                   Value of the number of shares of Stock that would have been
                   purchased if each dividend 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 at a purchase price equal to its
                   Fair Market Value on the respective dividend payment date,
                   or

                        (D)  an amount equal to the Fair Market Value of a
                   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.

              (iv) The benefit upon the exercise of a performance unit shall be
         payable as soon as is administratively practicable (but in any event
         within 90 days) after the later of (A) the date the Grantee 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, except that the
         Committee, with respect to any particular exercise, may, in its
         discretion, pay benefits wholly or partly in Stock delivered to the
         Grantee or credited to a brokerage account specified by the Grantee. 
         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
         business day next preceding the date such benefit is to be paid.

         (d)  PAYMENT OF PERFORMANCE SHARES .  Subject to Articles 4(c)(vii),
11 and 12 and such terms and conditions as the Committee may impose, and unless
otherwise provided in the applicable Award Agreement, if the minimum performance
goals specified by the Committee with respect to an Award of performance shares
have been achieved during the applicable Measuring Period, then the Company
shall pay to the Grantee of such Award (or, at the request of the Grantee,
deliver to a brokerage account specified by the Grantee) shares of Stock equal
in number to the product of the number of performance shares specified in the
applicable Award Agreement multiplied by the Performance Percentage achieved
during such Measuring Period, except to the extent that the Committee in its
discretion determines that cash be paid in lieu of some or all of such shares of
Stock.  The amount of cash payable in lieu of a share of Stock shall be
determined by valuing such share at its Fair Market Value on the business day
next preceding the date such cash is to be paid.  Payments pursuant to this
Article 8(d) shall be made as soon as administratively practicable (but in any
event within 90 days) after the end of the applicable Measuring Period.  Any
performance shares with respect to which the performance goals have not been
achieved by the end of the applicable Measuring Period shall expire.

                                         -18-


<PAGE>

         (e)  PAYMENT OF PHANTOM STOCK AWARDS    .  Upon the vesting of a
phantom stock Award, the Grantee shall be entitled to receive a cash payment in
respect of each share of phantom stock which shall be equal to the Fair Market
Value of a share of Stock as of the date the phantom stock Award was granted, or
such other date as determined by the Committee at the time the phantom stock
Award was granted.  The Committee may, at the time a phantom stock Award is
granted, provide a limitation on the amount payable in respect of each share of
phantom stock.

         (f)  EXERCISE, CANCELLATION, EXPIRATION OR FORFEITURE OF TANDEM AWARDS
    .  Upon the exercise, cancellation, expiration, forfeiture or payment in
respect of any Award which is identified with any Tandem Award pursuant to
Article 6(i), the Tandem Award shall automatically terminate to the extent of
the number of shares in respect of which the Award is so exercised, cancelled,
expired, forfeited or paid, unless otherwise provided by the Committee at the
time of grant of the Tandem Award or thereafter.

    9.   EFFECT OF CERTAIN TRANSACTIONS.    

    With respect to any Award which relates to Stock, in the event of (i) the
liquidation or dissolution of the Company or (ii) a merger or consolidation of
the Company (a "Transaction"), the Plan and the Awards issued hereunder shall
continue in effect in accordance with their respective terms and each Grantee
shall be entitled to receive in respect of each share of Stock subject to any
outstanding Awards, upon the vesting, payment or exercise of the Award (as the
case may be), the same number and kind of stock, securities, cash, property, or
other consideration that each holder of a share of Stock was entitled to receive
in the Transaction in respect of a share of Stock.

    10.  MANDATORY WITHHOLDING TAXES.       

    The Company shall have the right to deduct from any distribution of cash to
any Grantee an amount equal to the federal, state and local income taxes and
other amounts as may be required by law to be withheld (the "Withholding Taxes")
with respect to any Award.  If a Grantee is to experience a taxable event in
connection with the receipt of shares pursuant to an Option exercise or the
vesting or payment of another type of Award (a "Taxable Event"), the Grantee
shall pay the Withholding Taxes to the Company prior to the issuance, or release
from escrow, of such shares or payment of such Award.  Payment of the applicable
Withholding Taxes may be made, as determined by the Committee in its discretion,
in any one or any combination of (i) cash, (ii) shares of restricted or
unrestricted Stock owned by the Grantee prior to the Taxable Event and valued at
its Fair Market Value on the business day immediately preceding the date of
exercise, or (iii) by making a Tax Election (as described below).  For purposes
of this Article 10, a Grantee may make a written election, which may be accepted
or rejected at the discretion of the Committee (the "Tax Election"), to have
withheld a portion of the shares then issuable to him or her having an aggregate
Fair Market Value, on the date preceding the date of such issuance, equal to the
Withholding Taxes.

                                         -19-


<PAGE>

    11.  TERMINATION OF EMPLOYMENT.

    The Award Agreement pertaining to each Award (other than Options granted to
nonemployee directors pursuant to Article 6(b)(ii)) shall set forth the terms
and conditions applicable to such Award upon a Termination of Employment of the
Grantee by the Company, a Subsidiary or an operating division or unit, as the
Committee may, in its discretion, determine at the time the Award is granted or
thereafter.

    12.  SECURITIES LAW MATTERS.  

         (a)  If the Committee deems it 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 nonforfeitability of, or delivery of
benefits pursuant to, any Award would violate any applicable provision of (i)
federal or state securities law 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, nonforfeitability or
delivery, as the case may be, but the Company shall use its best efforts to
cause such exercise, nonforfeitability or delivery to comply with all such
provisions at the earliest practicable date.

         (c)  Notwithstanding any provision of the Plan or any Award Agreement
to the contrary, no shares of Stock shall be issued to any Grantee in respect of
any Award prior to the time a registration statement under the Securities Act of
1933 is effective with respect to such shares.

    13.  NO FUNDING REQUIRED.     

    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.

    14.  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.

    15.  RIGHTS AS A STOCKHOLDER.      

    A Grantee shall not, by reason of any Award (other than restricted Stock),
have any right as a stockholder of the Company with respect to the shares of
Stock which may be deliverable 

                                         -20-


<PAGE>

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.

    16.  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.

    17.  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, 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 of Terminations of Employment.

    18.  ADJUSTMENTS.   

    In the event of Change in Capitalization, the Committee shall, in its sole
discretion, make equitable adjustment of

              (a)  the aggregate number and class of shares of Stock or other
                   stock or securities available under Article 3,
              (b)  the number and class of shares of Stock or other stock or
                   securities covered by an Award and to be covered by Options
                   granted to nonemployee directors pursuant to Article
                   6(b)(ii),
              (c)  the Option Price applicable to outstanding Options,
              (d)  the terms of performance unit and performance share grants,
                   and
              (e)  the Fair Market Value of Stock to be used to determine the
                   amount of the benefit payable upon exercise of stock
                   appreciation rights, performance units, performance shares
                   or phantom stock.

                                         -21-


<PAGE>

    19.  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 retain Incentive Stock Option
treatment under Section 422 of the Internal Revenue Code, (b) to permit
transactions in Stock pursuant to the Plan to be exempt from potential liability
under Section 16(b) of the 1934 Act or (c) under the listing requirements of any
securities exchange on which any of the Company's equity securities are listed;
provided, however, that the provisions of Article 6(b)(ii) may not be amended
more than once every six months if any such amendment would cause the Options
granted or to be granted thereunder to be deemed not to be granted under a
"formula plan" for purposes of Rule 16b-3.

    20.  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.

    21.  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.

    22.  GOVERNING LAW.      

    Except where preempted by federal law, the law of the State of Delaware
shall be controlling in all matters relating to the Plan, without giving effect
to the conflicts of law principles thereof.

    23.  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 Article or part of an Article so declared to be unlawful or
invalid shall, if possible, be construed in a manner which will give effect to
the terms of such Article or part of an Article to the fullest extent possible
while remaining lawful and valid.



                                         -22-