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                        CONSOLIDATED NATURAL GAS COMPANY
                       1995 EMPLOYEE STOCK INCENTIVE PLAN


                SECTION 1.  PURPOSES.

                1.01  The purposes of the CNG 1995 Employee Stock Incentive
Plan (the "Plan") are to enable Consolidated Natural Gas Company (together with
any successor thereto, the "Company"), and its Affiliates to attract and retain
key employees who are not officers or directors of the Company for purposes of
Section 16 of the Exchange Act and the best available personnel for positions
of substantial responsibility, to reward such employees for superior
performance and to strengthen the mutuality of interests between such employees
and the Company's shareholders.  The Plan is designed to meet this intent by
providing such employees with a proprietary interest in pursuing the long-term
growth, profitability and financial success of the Company in order to provide
them with additional motivation to continue in the Company's employ and to
further its profitable growth.

                SECTION 2.  DEFINITIONS; CONSTRUCTION.

                2.01  DEFINITIONS.  In addition to the terms defined elsewhere
in the Plan, the following terms as used in the Plan shall have the following
meanings when used with initial capital letters:

                        2.01.1  "Affiliate" means any entity other than the
                Company in which the Company owns, directly or indirectly, at
                least 20 percent of the combined voting power of all classes of
                stock of such entity or at least 20 percent of the ownership
                interests in such entity.

                        2.01.2  "Award" means any Option, Stock Appreciation
                Right, Restricted Stock, Deferred Stock, Performance Award, or
                Dividend Equivalent, or any other right or interest relating to
                Shares or cash granted under the Plan.

                        2.01.3  "Award Agreement" means any written agreement,
                contract or other instrument or document evidencing an Award.

                        2.01.4  "Board" means the Company's Board of Directors.
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                        2.01.5  "Code" means the Internal Revenue Code of 1986,
                as amended from time to time, together with rules, regulations
                and interpretations promulgated thereunder.

                        2.01.6  "Committee" means the Compensation and Benefits
                Committee or such other Committee of the Board as may be
                designated by the Board to administer the Plan, as referred to
                in Section 3.01 hereof.

                        2.01.7  "Common Stock" means the Common Stock, $2.75 par
                value, and such other securities of the Company as may be
                substituted for Shares pursuant to Section 8.01 hereof.

                        2.01.8  "Deferred Stock" means Shares, granted under
                Section 6.05 hereof, receipt of which is deferred for a
                specified deferral period.

                        2.01.9  "Disability" means disability as determined
                under procedures established by the Committee for purposes of
                the Plan.

                        2.01.10  "Dividend Equivalent" means a right, granted
                under Section 6.07 hereof, to receive interest or dividends, or
                interest or dividend equivalents.

                        2.01.11  "Exchange Act" means the Securities Exchange
                Act of 1934, as amended.

                        2.01.12  "Fair Market Value" means, as of any date, with
                respect to Shares at any time that Shares are listed on the New
                York Stock Exchange, the closing sale price as of that date or
                nearest preceding date on which a sale was reported; provided,
                however, if in a given case the Fair Market Value of Shares is
                not an even multiple of one dollar, such Fair Market Value may
                be rounded up or down to a whole number if specified by the
                Committee; and, with respect to Shares at any time that Shares
                are not listed on the New York Stock Exchange, or property other
                than Shares, the fair market value of such Shares or other
                property determined by such methods or procedures as shall be
                established from time to time by the Committee.

                        2.01.13  "Option" means a right, granted under Section
                6.02 hereof, to purchase Shares or other Awards at a specified
                price during specified time periods.  All Options shall be
                non-qualified stock options; i.e.,

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                options that do not meet the requirements of Section 422 of the
                Code.

                        2.01.14  "Participant" means a key employee of the
                Company or any Affiliate who is not a director or officer of the
                Company for purposes of Section 16 of the Exchange Act and who
                is granted an Award under the Plan.

                        2.01.15  "Performance Award" means a right, granted
                under Section 6.06 hereof, to receive Awards based upon
                performance criteria specified by the Committee.

                        2.01.16  "Person" shall have the meaning assigned in the
                Exchange Act.

                        2.01.17  "Restricted Stock" means Shares, granted under
                Section 6.04 hereof, that are subject to certain restrictions.

                        2.01.18  "Rule 16b-3" means Rule 16b-3, as amended from
                time to time, or any successor to such Rule promulgated by the
                Securities and Exchange Commission under Section 16 of the
                Exchange Act.

                        2.01.19  "Shares" means the Common Stock of the Company,
                $2.75 par value, and such other securities of the Company as may
                be substituted for Shares pursuant to Section 8.01 hereof.

                        2.01.20  "Stock Appreciation Right" means a right,
                granted under Section 6.03 hereof, to be paid an amount measured
                by the appreciation in the Fair Market Value of Shares from the
                date of grant to the date of exercise.

                Definitions of the terms "Change of Control," "Change of Control
Price," "Potential Change of Control," "Related Party" and "Voting Securities"
are set forth in Section 9.03 hereof.

                2.02  CONSTRUCTION.  For purposes of the Plan, the following
rules of construction shall apply:

                        2.02.1  The word "or" is disjunctive but not necessarily
                exclusive.

                        2.02.2  Words in the singular include the plural; words
                in the plural include the singular; and words in the neuter
                gender include the masculine and feminine 

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                genders and words in the masculine or feminine gender include
                the other and neuter genders.

                SECTION 3.  ADMINISTRATION.

                3.01  The Plan shall be administered by the Committee. The
Committee shall have full and final authority to take the following actions, in
each case subject to and consistent with the provisions of the Plan:

                        (i)     to designate Participants;

                        (ii)    to determine the type or types of Awards to be
                granted to each Participant;

                        (iii)   to determine the number of Awards to be granted,
                the number of Shares or amount of cash or other property to
                which an Award will relate, the terms and conditions of any
                Award (including, but not limited to, any exercise price, grant
                price or purchase price, any limitation or restriction, any
                schedule for lapse of limitations, forfeiture restrictions or
                restrictions on exercisability or transferability, and
                accelerations or waivers thereof, based in each case on such
                considerations as the Committee shall determine), and all other
                matters to be determined in connection with an Award;

                        (iv)    to determine whether, to what extent and under
                what circumstances an Award may be settled in, or the exercise
                price of an Award may be paid in, cash, Shares, other Awards or
                other property, or an Award may be accelerated, vested,
                canceled, forfeited, exchanged or surrendered;

                        (v)     to determine whether, to what extent and under
                what circumstances cash, Shares, other Awards, other property
                and other amounts payable with respect to an Award shall be
                deferred either automatically or at the election of the
                Committee or at the election of the Participant;

                        (vi)    to interpret and administer the Plan and any
                instrument or agreement relating to, or Award made under, the
                Plan;

                        (vii)   to prescribe the form of each Award Agreement,
                which need not be identical for each Participant;

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                        (viii)  to adopt, amend, suspend, waive and rescind such
                rules and regulations as the Committee may deem necessary or
                advisable to administer the Plan;

                        (ix)    to correct any defect or supply any omission or
                reconcile any inconsistency, and to construe and interpret the
                Plan, the rules and regulations, any Award Agreement or other
                instrument entered into or Award made under the Plan; and

                        (x)     to make all other decisions and determinations
                as may be required under the terms of the Plan or as the
                Committee may deem necessary or advisable for the administration
                of the Plan.

                        Any action of the Committee with respect to the Plan
shall be final, conclusive and binding on all Persons, including the Company,
Affiliates, Participants, any Person claiming any rights under the Plan from or
through any Participant, employees and stockholders.  The express grant of any
specific power to the Committee, and the taking of any action by the Committee,
shall not be construed as limiting any power or authority of the Committee.
The Committee may delegate to officers or managers of the Company or of any
Affiliate the authority, subject to such terms as the Committee shall
determine, to perform administrative functions under the Plan and to take such
actions and perform such functions under the Plan as the Committee may specify.
Each member of the Committee shall be entitled to, in good faith, rely or act
upon any report or other information furnished to him by any officer, manager
or other employee of the Company or any Affiliate, the Company's independent
certified public accountants, or any executive compensation consultant or other
professional retained by the Company to assist in the administration of the
Plan.  Any and all powers, authorizations and discretions granted by the Plan
to the Committee shall likewise be exercisable at any time by the Board.

                SECTION 4.  SHARES SUBJECT TO THE PLAN.

                4.01  The maximum number of shares of Common Stock in respect
for which Awards may be granted under the Plan, subject to adjustment as
provided in Section 8.01 of the Plan, shall be 4,000,000.

                For purposes of this Section 4.01, the number of Shares to which
an Award relates shall be counted against the number of Shares reserved and
available under the Plan at the time of grant of the Award, unless such number
of Shares cannot be determined at that time, in which case the number of Shares
actually distributed pursuant to the Award shall be counted against the number
of Shares reserved and available under the Plan at the 

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time of distribution; provided, however, that Awards related to or retroactively
added to, or granted in tandem with, substituted for or converted into, other
Awards shall be counted or not counted against the number of Shares reserved and
available under the Plan in accordance with procedures adopted by the Committee
so as to ensure appropriate counting but avoid double counting; and, provided
further, that the number of Shares deemed to be issued under the Plan upon
exercise of an Option or another stock-based award in the nature of a stock
purchase right shall be reduced by the number of Shares surrendered by the
Participant in payment of the exercise or purchase price of the Award.

                If any Shares to which an Award relates are forfeited, or
payment is made to the Participant in the form of cash, cash equivalents or
other property other than Shares, or the Award otherwise terminates without
payment being made to the Participant in the form of Shares, any Shares counted
against the number of Shares reserved and available under the Plan with respect
to such Award shall, to the extent of any such forfeiture, alternative payment
or termination, again be available for Awards under the Plan.

                Any Shares distributed pursuant to an Award may consist, in
whole or in part, of authorized and unissued Shares or of treasury Shares,
including Shares repurchased by the Company for purposes of the Plan.

                SECTION 5.  ELIGIBILITY.

                5.01  Awards may be granted only to individuals who are
employees of the Company or any Affiliate and who are not directors or officers
of the Company for purposes of Section 16 of the Exchange Act.  In determining
the eligibility of an employee to receive an Award, the Committee shall consider
the position and responsibilities of the employee being considered, the nature
and value to the Company or a Subsidiary of his services and accomplishments,
his present and potential contribution to the success of the Company and its
Subsidiaries and such other factors as the Committee may deem relevant.

                SECTION 6.  SPECIFIC TERMS OF AWARDS.

                6.01  GENERAL.  Subject to the terms of the Plan and any
applicable Award Agreement, awards may be issued as set forth in this Section 6.
In addition, the Committee may impose on any Award or the exercise thereof, at
the date of grant or thereafter (subject to the terms of Section 10.01), such
additional terms and conditions, not inconsistent with the provisions of the
Plan, as the Committee shall determine, including terms requiring forfeiture of
Awards in the event of termination of employment by 

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the Participant.  Except as provided in Section 7.01, or as required by
applicable law, Awards shall be granted for no consideration other than prior
and future services.

                6.02  OPTIONS.  The Committee is authorized to grant Options to
Participants on the following terms and conditions:

                        (i)     EXERCISE PRICE.  The exercise price per Share of
                an Option shall be determined by the Committee; provided,
                however, that, except as provided in Section 7.01, such exercise
                price shall not be less than the Fair Market Value of a Share on
                the date of grant of such Option and in no event shall be less
                than the par value of a Share.

                        (ii)    OPTION TERM.  The term of each Option shall be
                determined by the Committee.

                        (iii)   METHODS OF EXERCISE.  The Committee shall
                determine the time or times at which an Option may be exercised
                in whole or in part, the methods by which such exercise price
                may be paid or deemed to be paid, and the form of such payment,
                including, without limitation, cash, Shares, other outstanding
                Awards or other property (including notes or other contractual
                obligations of Participants to make payment on a deferred basis,
                to the extent permitted by law) or any combination thereof,
                having a fair market value equal to the exercise price.

                6.03  STOCK APPRECIATION RIGHTS.  The Committee is authorized to
grant Stock Appreciation Rights to Participants on the following terms and
conditions:

                        (i)     RIGHT TO PAYMENT.  A Stock Appreciation Right
                shall confer on the Participant to whom it is granted a right to
                receive, upon exercise thereof, the excess of (i) the Fair
                Market Value of a Share on the date of exercise or, if the
                Committee shall so determine, at any time during a specified
                period before or after the date of exercise, over (ii) the grant
                price of the Stock Appreciation Right as determined by the
                Committee as of the date of grant of the Stock Appreciation
                Right, which, except as provided in Section 7.01, shall not be
                less than the Fair Market Value of a Share on the date of grant.

                        (ii)    OTHER TERMS.  The term, methods of exercise,
                methods of settlement and any other terms and 

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                conditions of any Stock Appreciation Right shall be determined
                by the Committee.

                6.04  RESTRICTED STOCK.  The Committee is authorized to grant
Restricted Stock to Participants on the following terms and conditions:

                        (i)     ISSUANCE AND RESTRICTIONS.  Restricted Stock
                shall be subject to such restrictions on transferability and
                other restrictions as the Committee may impose (including,
                without limitation, limitations on the right to vote Restricted
                Stock or the right to receive dividends thereon), which
                restrictions may lapse separately or in combination at such
                times, under such circumstances, in such installments or
                otherwise, as the Committee shall determine at the time of grant
                or thereafter.

                        (ii)    FORFEITURE.  Except as otherwise determined by
                the Committee at the time of grant or thereafter, upon
                termination of employment (as determined under criteria
                established by the Committee) during the applicable restriction
                period, Restricted Stock that is at that time subject to
                restrictions shall be forfeited and reacquired by the Company;
                provided, however, that the Committee may provide, by rule or
                regulation or in any Award Agreement, that restrictions on
                Restricted Stock shall be waived in whole or in part in the
                event of terminations resulting from specified causes, and the
                Committee may in other cases waive in whole or in part
                restrictions on Restricted Stock.

                        (iii)   CERTIFICATES FOR SHARES.  Restricted Stock
                granted under the Plan may be evidenced in such manner as the
                Committee shall determine, including, without limitation,
                issuance of certificates representing Shares. Certificates
                representing Shares of Restricted Stock shall be registered in
                the name of the Participant and shall bear an appropriate legend
                referring to the terms, conditions and restrictions applicable
                to such Restricted Stock.

                6.05  DEFERRED STOCK.  The Committee is authorized to grant
Deferred Stock to Participants on the following terms and conditions:

                        (i)     ISSUANCE AND LIMITATIONS.  Delivery of Shares
                shall occur upon expiration of the deferral period specified for
                the Award of Deferred Stock by the Committee.  In addition, an
                Award of Deferred Stock 

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                shall be subject to such limitations as the Committee may
                impose, which limitations may lapse at the expiration of the
                deferral period or at other specified times, separately or in
                combination, in installments or otherwise, as the Committee
                shall determine at the time of grant or thereafter.  A
                Participant awarded Deferred Stock shall have no voting rights
                and shall have no rights to receive dividends in respect of
                Deferred Stock, unless and only to the extent that the Committee
                shall award Dividend Equivalents in respect of such Deferred
                Stock.

                        (ii)    FORFEITURE.  Except as otherwise determined by
                the Committee upon termination of employment (as determined
                under criteria established by the Committee) during the
                applicable deferral period, Deferred Stock that is at that time
                subject to deferral (other than a deferral at the election of
                the Participant) shall be forfeited; provided, however, that the
                Committee may provide, by rule or regulation or in any Award
                Agreement, that forfeiture of Deferred Stock shall be waived in
                whole or in part in the event of terminations resulting from
                specified causes, and the Committee may in other cases waive in
                whole or in part the forfeiture of Deferred Stock.

                6.06  PERFORMANCE AWARDS.  The Committee is authorized to grant
Performance Awards to Participants on the following terms and conditions:

                        (i)     RIGHT TO PAYMENT.  A Performance Award shall
                confer upon the Participant rights, valued as determined by the
                Committee, and payable to, or exercisable by, the Participant to
                whom the Performance Award is granted, in whole or in part, as
                the Committee shall establish.  The performance criteria and all
                other terms and conditions of the Performance Award shall be
                determined by the Committee upon the grant of each Performance
                Award or thereafter.

                        (ii)    OTHER TERMS.  A Performance Award may be
                denominated or payable in cash, deferred cash, Shares, other
                Awards or other property, and other terms and conditions of
                Performance Awards shall be, as determined by the Committee.

                6.07  DIVIDEND EQUIVALENTS.  The Committee is authorized to
grant Dividend Equivalents to Participants.  Dividend Equivalents shall confer
upon the Participant rights to receive, currently or on a deferred basis,
interest or dividends, 

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or interest or dividend equivalents, with respect to a number of Shares, or
otherwise, as determined by the Committee.  The Committee may provide that
Dividend Equivalents shall be paid or distributed when accrued or shall be
deemed to have been reinvested in additional Shares or additional Awards or
otherwise reinvested.

                6.08  EXCHANGE PROVISIONS.  The Committee may at any time offer
to exchange or buy out any previously granted Award for a payment in cash,
Shares, another Award or other property, based on such terms and conditions as
the Committee shall determine and communicate to the Participant at the time
that such offer is made.

                SECTION 7.  GENERAL TERMS OF AWARDS.

                7.01  STAND-ALONE, TANDEM AND SUBSTITUTE AWARDS. Awards granted
under the Plan may, in the discretion of the Committee, be granted either alone
or in addition to, in tandem with or in substitution for, any other Award
granted under the Plan, or any other plan of the Company or any Affiliate
(subject to the terms of Section 10.01) including a business entity to be
acquired by the Company.  If an Award is granted in substitution for another
Award or award, the Committee shall require the surrender of such other Award or
award in consideration for the grant of the new Award.  Awards granted in
addition to or in tandem with other Awards or awards may be granted either at
the same time as or at a different time from the grant of such other Awards or
awards.  The exercise price of any Option, the grant price of any Stock
Appreciation Right or the purchase price of any other Award conferring a right
to purchase Shares:

                        (i)     granted in substitution for an outstanding Award
                or award shall either be not less than the Fair Market Value of
                Shares at the date such substitute Award is granted or not less
                than such Fair Market Value at that date reduced to reflect the
                Fair Market Value of the Award or award required to be
                surrendered by the Participant as a condition to receipt of a
                substitute Award; or

                        (ii)    retroactively granted in tandem with an
                outstanding Award or award shall be either not less than the
                Fair Market Value of Shares at the date of grant of the later
                Award or equal to the Fair Market Value of Shares at the date of
                grant of the earlier Award or award.

                7.02  TERM OF AWARDS.  The term of each Award shall be for such
period as may be determined by the Committee.

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                7.03  FORM OF PAYMENT OF AWARDS.  Subject to the terms of the
Plan and any applicable Award Agreement, payments or substitutions to be made by
the Company or an Affiliate upon the grant or exercise of an Award may be made
in such forms as the Committee shall determine at the time of grant or
thereafter (subject to the terms of Section 10.01), including, without
limitation, cash, Shares, other Awards or other property or any combination
thereof, and may be made in a single payment or substitution, in installments or
on a deferred basis, in each case in accordance with rules and procedures
established by the Committee.  Such rules and procedures may include, without
limitation, provisions for the payment or crediting of reasonable interest on
installment or deferred payments or the grant or crediting of Dividend
Equivalents in respect of installment or deferred payments.

                7.04  LIMITS ON TRANSFER OF AWARDS; BENEFICIARIES.  No right or
interest of a Participant in any Award shall be pledged, encumbered or
hypothecated to or in favor of any Person other than the Company or an
Affiliate, or shall be subject to any lien, obligation or liability of such
Participant to any Person other than the Company or an Affiliate.  Unless
otherwise determined by the Committee, no Award and no rights or interests
therein shall be assignable or transferable by a Participant otherwise than by
will or the laws of descent and distribution except to the Company or any
Affiliate under the terms of the Plan; provided, however, that, if so determined
by the Committee, a Participant may, in the manner established by the Committee,
designate a beneficiary or beneficiaries to exercise the rights of the
Participant, and to receive any distribution with respect to any Award, upon the
death of the Participant.  A beneficiary, guardian, legal representative or
other Person claiming any rights under the Plan from or through any Participant
shall be subject to all the terms and conditions of the Plan and any Award
Agreement applicable to such Participant as well as any additional restrictions
or limitations deemed necessary or appropriate by the Committee.

                7.05  REGISTRATION AND LISTING COMPLIANCE.  No Award shall be
paid and no Shares shall be distributed with respect to any Award in a
transaction subject to the registration requirements of the Securities Act of
1933, as amended, or any state securities law or subject to a listing
requirement under any listing agreement between the Company and any national
securities exchange, and no Award shall confer upon any Participant rights to
such delivery or distribution, until such laws and contractual obligations of
the Company have been complied with in all material respects.

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                7.06  STOCK CERTIFICATES.  All certificates for Shares delivered
under the terms of the Plan shall be subject to such stop-transfer orders and
other restrictions as the Committee may deem advisable under federal or state
securities laws, rules and regulations thereunder, and the rules of any national
securities exchange or automated quotation system on which Shares are listed or
quoted.  The Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions or any other
restrictions or limitations that may be applicable to Shares.  In addition,
during any period in which Awards or Shares are subject to restrictions or
limitations under the terms of the Plan or any Award Agreement, or during any
period during which delivery or receipt of an Award or Shares has been deferred
by the Committee or a Participant, the Committee may require any Participant to
enter into an agreement providing that certificates representing Shares issuable
or issued pursuant to an Award shall remain in the physical custody of the
Company or such other Person as the Committee may designate.

                SECTION 8.  ADJUSTMENT PROVISIONS.

                8.01  In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, exchange of Shares or other securities of the Company, or other
similar corporate transaction or event affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of Participants' rights under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and kind of Shares which may thereafter be issued in connection
with Awards; (ii) the number and kind of Shares issued or issuable in respect of
outstanding Awards; and (iii) the exercise price, grant price or purchase price
relating to any Award or, if deemed appropriate, make provision for a cash
payment with respect to any outstanding Award. In addition, the Committee is
authorized to make adjustments in the terms and conditions of, and the criteria
in, Awards in recognition of unusual or nonrecurring events (including, without
limitation, events described in the preceding sentence) affecting the Company or
any Affiliate or the financial statements of the Company or any Affiliate, or in
response to changes in applicable laws, regulations or accounting principles.

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                SECTION 9.  CHANGE OF CONTROL PROVISIONS.

                9.01  ACCELERATION OF EXERCISABILITY AND LAPSE OF RESTRICTIONS;
CASH-OUT OF AWARDS.  In the event of a Change of Control, the following
acceleration and cash-out provisions shall apply unless otherwise provided by
the Committee at the time of the Award grant.

                        (i)     All outstanding Awards pursuant to which the
                Participant may have rights the exercise of which is restricted
                or limited shall become fully exercisable; unless the right to
                lapse of restrictions or limitations is waived or deferred by a
                Participant prior to such lapse, all restrictions or limitations
                (including risks of forfeiture and deferrals) on outstanding
                Awards subject to restrictions or limitations under the Plan
                shall lapse; and all performance criteria and other conditions
                to payment of Awards under which payments of cash, Shares or
                other property are subject to conditions shall be deemed to be
                achieved or fulfilled and shall be waived by the Company.

                        (ii)    For a period of up to 60 days following a Change
                in Control, the Participant may elect to surrender any
                outstanding Award and to receive, in full satisfaction therefor,
                a cash payment equal to the value of such Award calculated on
                the basis of the Change of Control Price of any Shares or the
                Fair Market Value of any property other than Shares relating to
                such Award.  In the event that an Award is granted in tandem
                with another Award such that the Participant's right to payment
                for such Award is an alternative to payment of another Award,
                the Participant electing to surrender any such tandem Award
                shall surrender all alternative Awards related thereto and
                receive payment for the Award which produces the highest payment
                to the Participant.

                9.02  CREATION AND FUNDING OF TRUST.  Upon the earlier of the
occurrence of a Potential Change of Control or a Change of Control, the Company
shall deposit with the trustee of a trust for the benefit of Participants monies
or other property having a Fair Market Value at least equal to the value of
cash, Shares and other property to be paid or distributed in connection with
Awards outstanding at that date.  The trust shall be a grantor trust which shall
preserve the "unfunded" status of Awards under the Plan. Subsequent to a
Potential Change of Control which is no longer continuing and prior to any
Change of Control, upon the 

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request of the Company, the trustee shall deliver the monies or other property
held in the trust to the Company.

                9.03  DEFINITION OF CERTAIN TERMS.  For purposes of this Section
9, the following definitions, in addition to those set forth in Section 2.01,
shall apply:

                        9.03.1  "Change of Control" means and shall be deemed to
                have occurred if:

                        (i)     any Person, other than the Company or a Related
                Party, is or becomes the "beneficial owner" (as defined in Rule
                13d-3 under the Exchange Act), directly or indirectly, of Voting
                Securities representing 20 percent or more of the total voting
                power of all the then-outstanding Voting Securities, except that
                there shall be excluded from the number of Voting Securities
                deemed to be beneficially owned by a Person a number of Voting
                Securities representing not more than 10 percent of the
                then-outstanding voting power if such Person is (a) eligible to
                file a Schedule 13G pursuant to Rule 13d-1(b)(1) under the
                Exchange Act with respect to Voting Securities or (b) an
                underwriter who becomes the beneficial owner of more than 20
                percent of the then-outstanding Voting Securities pursuant to a
                firm commitment underwriting agreement with the Company; or

                        (ii)    the individuals who, as of the effective date of
                the Plan, constitute the Board of Directors of the Company
                together with those who first become directors subsequent to
                such date and whose recommendation, election or nomination for
                election to the Board was approved by a vote of at least a
                majority of the directors then still in office who either were
                directors as of the effective date of the Plan or whose
                recommendation, election or nomination for election was
                previously so approved (the "Continuing Directors"), cease for
                any reason to constitute a majority of the members of the Board;
                or

                        (iii)   the stockholders of the Company approve a
                merger, consolidation, recapitalization or reorganization of the
                Company, reverse split of any class of Voting Securities, or an
                acquisition of securities or assets by the Company, or
                consummation of any such transaction if stockholder approval is
                not obtained, other than (a) any such transaction which would
                result in at least 75 percent of the total voting power
                represented by the voting securities of the surviving entity
                outstanding immediately after such 

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<PAGE>   15
                transaction being beneficially owned by at least 75 percent of
                the holders of outstanding Voting Securities immediately prior
                to the transaction, with the voting power of each such
                continuing holder relative to other such continuing holders not
                substantially altered in the transaction, or (b) any such
                transaction which would result in a Related Party beneficially
                owning more than 50 percent of the voting securities of the
                surviving entity outstanding immediately after such transaction;
                or

                        (iv)    the stockholders of the Company approve a plan
                of complete liquidation of the Company or an agreement for the
                sale or disposition by the Company of all or substantially all
                of the Company's assets other than any such transaction which
                would result in a Related Party owning or acquiring more than 50
                percent of the assets owned by the Company immediately prior to
                the transaction.

                        9.03.2  "Change of Control Price" means, with respect to
                a Share, the higher of (i) the highest reported sales price of
                Shares on the New York Stock Exchange during the 30 calender
                days preceding a Change of Control or (ii) the highest price
                paid or offered in a transaction which either (a) results in a
                Change of Control or (b) would be consummated but for another
                transaction which results in a Change of Control and, if it were
                consummated, would result in a Change of Control.  With respect
                to clause (ii) in the preceding sentence, the "price paid or
                offered" will be equal to the sum of (i) the face amount of any
                portion of the consideration consisting of cash or cash
                equivalents and (ii) the fair market value of any portion of the
                consideration consisting of real or personal property other than
                cash or cash equivalents, as established by an independent
                appraiser selected by the Committee.

                        9.03.3  "Potential Change of Control" means and shall be
                deemed to have arisen if (i) the Company enters into an
                agreement, the consummation of which would result in the
                occurrence of a Change of Control; or (ii) any Person (including
                the Company) publicly announces an intention to take or to
                consider taking actions which if consummated would constitute a
                Change of Control; or (iii) any Person, other than a Related
                Party, files with the Securities and Exchange Commission a
                Schedule 13D pursuant to Rule 13d-1 under the Exchange Act with
                respect to more than 7.5 percent of any outstanding class of
                Voting Securities; or 

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<PAGE>   16
                (iv) the Committee adopts a resolution to the effect that, for
                purposes of the Plan, a Potential Change of Control has arisen.
                A Potential Change of Control will be deemed to continue (i)
                with respect to an agreement within the purview of clause (i) of
                the preceding sentence, until the agreement is canceled or
                terminated; or (ii) with respect to an announcement within the
                purview of clause (ii) of the preceding sentence, until the
                Person making the announcement publicly abandons the stated
                intention or fails to act on such intention for a period of 12
                calendar months; or (iii) with respect to the filing of a
                Schedule 13D within the purview of clause (iii) of the preceding
                sentence, until the Person involved publicly announces that its
                ownership of the Voting Securities is for investment purposes
                only and not for the purpose of seeking a Change of Control or
                such Person disposes of the Voting Securities; or (iv) with
                respect to any Potential Change of Control, until a Change of
                Control has occurred or the majority of the Continuing Directors
                and the Committee, acting jointly, on reasonable belief after
                due investigation, adopt a resolution that the Potential Change
                of Control has ceased to exist.

                        9.03.4  "Related Party" means (i) a majority-owned
                subsidiary of the Company; or (ii) an employee or group of
                employees of the Company or any majority-owned subsidiary of the
                Company; or (iii) a trustee or other fiduciary holding
                securities under an employee benefit plan of the Company or any
                majority-owned subsidiary of the Company; or (iv) a corporation
                owned directly or indirectly by the stockholders of the Company
                in substantially the same proportion as their ownership of
                Voting Securities.

                        9.03.5  "Voting Securities or Security" means any
                securities of the Company which carry the right to vote
                generally in the election of directors.

                SECTION 10.  AMENDMENTS TO AND TERMINATION OF THE PLAN.

                10.01  The Board may amend, alter, suspend, discontinue or
terminate the Plan without the consent of stockholders or Participants;
provided, however, that, without the consent of the Participant, no amendment,
alteration, suspension, discontinuation or termination of the Plan may
materially and adversely affect the rights of such Participant under any Award
theretofore granted to him.  The Committee may waive any conditions or rights
under, amend any terms of, or amend, alter, 

                                      -16-
<PAGE>   17
suspend, discontinue or terminate, any Award theretofore granted, prospectively
or retrospectively; provided, however, that, without the consent of a
Participant, no amendment, alteration, suspension, discontinuation or
termination of any Award may materially and adversely affect the rights of such
Participant under any Award theretofore granted to him.

                SECTION 11.  GENERAL PROVISIONS.

                11.01  NO RIGHTS TO AWARDS; NO STOCKHOLDER RIGHTS. Nothing in
this Plan shall give any Participant or employee any right or claim to be
granted any Award under the Plan, and there is no obligation for uniformity of
treatment of Participants and employees.  No Award shall confer on any
Participant any of the rights of a stockholder of the Company unless and until
Shares are in fact issued to such Participant in connection with such Award.

                11.02  WITHHOLDING.  The Company or any Affiliate is authorized
to withhold from any Award granted or any payment due under the Plan, including
from a distribution of Shares, amounts of withholding taxes due with respect to
an Award, its exercise or any payment thereunder, and to take such other action
as the Committee may deem necessary or advisable to enable the Company and
Participants to satisfy obligations for the payment of withholding taxes and tax
liabilities in excess thereof.  This authority shall include authority to
withhold or receive Shares, Awards or other property and to make cash payments
in respect thereof in satisfaction of such tax obligations.

                11.03  NO RIGHT TO EMPLOYMENT.  Nothing contained in the Plan or
any Award Agreement shall confer, and no grant of an Award shall be construed as
conferring, upon any Participant any right to continue in the employ of the
Company or any Affiliate or to interfere in any way with the right of the
Company or any Affiliate to terminate his employment at any time or increase or
decrease his compensation from the rate in existence at the time of granting of
an Award, except as may be expressly provided in any Award Agreement or other
compensation arrangement.

                11.04  UNFUNDED STATUS OF AWARDS; CREATION OF TRUSTS. The Plan
is intended to constitute an "unfunded" plan for incentive and deferred
compensation.  With respect to any payments not yet made to a Participant
pursuant to an Award, nothing contained in the Plan or any Award shall give any
such Participant any rights that are greater than those of a general unsecured
creditor of the Company; provided, however, that, in addition to the
requirements of Section 9.02, the Committee may authorize the creation of trusts
or make other arrangements to meet the Company's obligations under the Plan to
deliver cash, 

                                      -17-
<PAGE>   18
Shares or other property pursuant to any Award, which trusts or other
arrangements shall be consistent with the "unfunded" status of the Plan unless
the Committee otherwise determines.

                11.05  NO LIMIT ON OTHER COMPENSATORY ARRANGEMENTS. Nothing
contained in the Plan shall prevent the Company or any Affiliate from adopting
other or additional compensation arrangements (which may include, without
limitation, employment agreements with executives and arrangements which relate
to Awards under the Plan), and such arrangements may be either generally
applicable or applicable only in specific cases.  Notwithstanding anything in
the Plan to the contrary, the terms of each Award shall be construed so as to
be consistent with such other arrangements in effect at the time of the Award.

                11.06  NO FRACTIONAL SHARES.  No fractional Shares shall be
issued or delivered pursuant to the Plan or any Award.  The Committee shall
determine whether cash, other Awards or other property shall be issued or paid
in lieu of fractional Shares or whether such fractional Shares or any rights
thereto shall be forfeited or otherwise eliminated.

                11.07  GOVERNING LAW.  The validity, interpretation,
construction and effect of the Plan and any rules and regulations relating to
the Plan shall be governed by the laws of the State of Delaware (without regard
to provisions governing conflict of laws) and applicable federal law.

                11.08  SEVERABILITY.  If any provision of the Plan or any Award
is or becomes or is deemed invalid, illegal or unenforceable in any
jurisdiction, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable laws or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering the intent
of the Plan, it shall be deleted and the remainder of the Plan shall remain in
full force and effect; provided, however, that, unless otherwise determined by
the Committee, the provision shall not be construed or deemed amended or deleted
with respect to any Participant whose rights and obligations under the Plan are
not subject to the law of such jurisdiction or the law deemed applicable by the
Committee.

                SECTION 12.  EFFECTIVE DATE AND TERMINATION.

                12.01  The Plan shall become effective as of December 12, 1995.
No award may be granted under the Plan after December 12, 2005.

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