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                                                                     EXHIBIT 10M

                        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.


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               2.01.4  "Board" means the Company's Board of Directors.

               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


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          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., 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.



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          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 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


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          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;

                  (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


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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 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.



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          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 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.


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                  (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 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


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          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 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


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          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, or interest or dividend equivalents, with respect to a number of




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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

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          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.
 
          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.

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          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.

          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 


                                      -13-
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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.

          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 of
          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; provided, however, that in
                                                    -----------------         
          the case of a Change of Control described in Section 9.03.l(ii), (iii)
          or (iv) hereof, the payment described in this


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          sentence shall be made in the same form (i.e., cash, shares, other
          securities or a combination thereof) as holders of Shares receive in
          exchange for their Shares in the transaction that results in the
          Change of Control. 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 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


                                      -15-
<PAGE>
 
          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 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




                                      -16-
<PAGE>
 
          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 (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 


                                      -17-
<PAGE>
 
          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, 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.



                                      -18-
<PAGE>
 
          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, Shares or other property pursuant to any Award, which trusts or



                                      -19-
<PAGE>
 
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.


                                      -20-

<PAGE>
 
          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.


                                      -21-