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                               DOLE FOOD COMPANY, INC.
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                           1991 STOCK OPTION AND AWARD PLAN
                        (AS AMENDED THROUGH JANUARY 29, 1997)




















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               1991 STOCK OPTION AND AWARD PLAN
             (AS AMENDED THROUGH JANUARY 29, 1997)

                      TABLE OF CONTENTS


    I.   DEFINITIONS.........................................................1

         1.1  Definitions....................................................1

    II.  GENERAL AND ADMINISTRATIVE PROVISIONS...............................4

         2.1  Purpose........................................................4
         2.2  Administration.................................................4
         2.3  Participation..................................................6
         2.4  Stock Subject to this Plan.....................................6
         2.5  Grant and Maximum Term of Awards...............................6
         2.6  Exercise of Awards.............................................7

    III. OPTIONS.............................................................7

         3.1  Grants.........................................................7
         3.2  Option Price...................................................7
         3.3  Option Period..................................................8
         3.4  Exercise of Options............................................8
         3.5  Limitations on Grant of Incentive Stock Options................8

    IV.  STOCK APPRECIATION RIGHTS...........................................9

         4.1  Grants.........................................................9
         4.2  Exercise of Stock Appreciation Rights..........................9
         4.3  Payment........................................................10

    V.   RESTRICTED STOCK AWARDS.............................................10

         5.1  Grants.........................................................10
         5.2  Restrictions...................................................11

    VI.  PERFORMANCE SHARE AWARDS............................................11

         6.1  Grants.........................................................11
         6.2  Section 162(m) Performance-Based Share Awards..................12

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    VII. OTHER PROVISIONS....................................................13

         7.1  Rights of Eligible Employees, Participants and Beneficiaries...13
         7.2  Adjustments Upon a Reorganization or Changes in Capitalization.14
         7.3  Effect of Termination of Employment............................16
         7.4  Acceleration of Awards Upon an Event; Other Changes in Awards..17
         7.5  Compliance; Government Regulations.............................17
         7.6  Tax Withholding................................................18
         7.7  Amendment, Termination and Suspension..........................18
         7.8  Privileges of Stock Ownership; Nondistributive Intent..........19
         7.9  Effective Date of this Plan....................................19
         7.10 Term of this Plan..............................................20
         7.11 Governing Law..................................................20
         7.12 Limitations as to Executive Officers...........................20
         7.13 Captions.......................................................21
         7.14 No Fractional Interest.........................................21
         7.15 Non-Exclusivity of Plan........................................21

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                               DOLE FOOD COMPANY, INC.
                           1991 STOCK OPTION AND AWARD PLAN
                        (as amended through January 29, 1997)
                                           
                                           
I.   DEFINITIONS.

         1.1  DEFINITIONS.

              (a)  "AWARD" shall mean an Option, which may be designated as a
         Nonqualified Stock Option or an Incentive Stock Option, a Stock
         Appreciation Right, a Restricted Stock Award or Performance Share
         Award, in each case granted under this Plan.

              (b)  "AWARD AGREEMENT" shall mean a written agreement setting
         forth the terms of an Award.
    
              (c)  "AWARD DATE" shall mean the date upon which the Committee
         took the action granting an Award or such later date as is prescribed
         by the Committee.

              (d)  "AWARD PERIOD" shall mean the period beginning on an Award
         Date and ending on the expiration date of such Award.
    
              (e)  "BENEFICIARY" shall mean the person, persons, trust or
         trusts entitled by will or the laws of descent and distribution to
         receive the benefits specified under this Plan in the event of a
         Participant's death.

              (f)  "BOARD" shall mean the Board of Directors of the
         Corporation.

              (g)  "CHANGE IN CONTROL" shall be deemed to have occurred if (a)
         any "person" (as such term is used in Sections 13(d) and 14(d) of the
         Exchange Act, but excluding any person described in and satisfying the
         conditions of Rule 13d-1(b)(1) thereunder), other than a person who is
         the beneficial  owner (as defined in Rule 13d-3 under the Exchange
         Act) of more than 20% of the outstanding shares of Common Stock at the
         time of the adoption of this Plan (or any affiliate, successor, heir,
         descendent or related party of or to any such person), becomes the
         "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
         directly or indirectly, of securities of the Corporation representing
         20% or more of the combined voting power of the Corporation's then
         outstanding securities; or (b) during any period of two consecutive
         years, individuals who at the beginning of such period constitute the
         Board cease for any reason to constitute at least a majority thereof,
         unless the election, or the nomination for election by the
         Corporation's stockholders, of each new Board member was approved by a
         vote of at least three-fourths of the Board members then still in
         office who were Board members at the beginning of such period.

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              (h)  "CODE" shall mean the Internal Revenue Code of 1986, as
         amended from time to time.

              (i)  "COMMISSION" shall mean the Securities and Exchange
         Commission.

              (j)  "COMMITTEE" shall mean the Corporate Compensation and
         Benefits Committee appointed by the Board and consisting of two or
         more Board members, each of whom, during such time as one or more
         Participants may be subject to Section 16 of the Exchange Act, shall
         be a Disinterested Director.
    
              (k)  "COMMON STOCK" shall mean the Common Stock of the
         Corporation.

              (l)  "COMPANY" shall mean the Corporation and/or its
         Subsidiaries.

              (m)  "CORPORATION" shall mean Dole Food Company, Inc., a Hawaii
         corporation, and its successors.

              (n)  [intentionally omitted]

              (o)  "DISINTERESTED DIRECTOR" shall mean a member of the Board
         who is a Non-Employee Director as defined in Rule 16b-3 and an
         "outside director" as defined in regulations under Section 162(m) of
         the Code, as amended from time to time.

              (p)  "ELIGIBLE EMPLOYEE" shall mean an officer or key employee of
         the Company.

              (q)  "EVENT" shall mean any of the following:

                   (1)  Approval by the stockholders of the Corporation of the
              dissolution or liquidation of the Corporation;

                   (2)  Approval by the stockholders of the Corporation of an
              agreement to merge or consolidate, or otherwise reorganize, with
              or into one or more entities which are not Subsidiaries, as a
              result of which less than 50% of the outstanding voting
              securities of the surviving or resulting entity are, or are to
              be, owned by former stockholders of the Corporation;

                   (3)  Approval by the stockholders of the Corporation of the
              sale of substantially all of the Corporation's business and/or
              assets to a person or entity which is not a Subsidiary; or

                   (4)  A Change in Control.

              (r)  "EXCHANGE ACT" shall mean the Securities Exchange Act of
         1934, as amended from time to time.

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              (s)  "FAIR MARKET VALUE" shall mean the closing price of the
         stock on the Composite Tape, as published in the Western Edition of
         The Wall Street Journal, of the principal national securities exchange
         on which the stock is so listed or admitted to trade, on such date,
         or, if there is no trading of the stock on such date, then the closing
         price of the stock as quoted on such Composite Tape on the next
         preceding date on which there was trading in such shares; provided,
         however, that if the stock is not listed or admitted to trade on a
         national securities exchange, the Committee may designate such other
         exchange, market or source of data as it deems appropriate for
         determining such value for Plan purposes.

              (t)  "INCENTIVE STOCK OPTION" shall mean an Option which is
         designated as an incentive stock option within the meaning of Section
         422 of the Code, the award of which contains such provisions as are
         necessary to comply with that section.

              (u)  "NONQUALIFIED STOCK OPTION" shall mean an Option which is
         designated as a Nonqualified Stock Option.

              (v)  "OPTION" shall mean an option to purchase Common Stock under
         this Plan.  An Option shall be designated by the Committee as a
         Nonqualified Stock Option or an Incentive Stock Option.

              (w)  "PARTICIPANT" shall mean an Eligible Employee who has been
         granted an Award.

              (x)  "PERFORMANCE SHARE AWARD" shall mean an award of shares of
         Common Stock, issuance of which is contingent upon attainment of
         performance objectives specified by the Committee, and the vesting of
         which may be subject to other restrictions, or an award of shares as a
         bonus for achievement of objectives or otherwise exceptional
         individual performance or business results.
         
              (y)  "PERSONAL REPRESENTATIVE" shall mean the person or persons
         who, upon the disability or incompetence of a Participant, shall have
         acquired on behalf of the Participant, by legal proceeding or
         otherwise, the power to exercise the rights and receive the benefits
         specified in this Plan.

              (z)  "PLAN" shall mean the Dole Food Company, Inc. 1991 Stock
         Option and Award Plan, as amended.
    
              (aa)  "QDRO" shall mean an order requiring the transfer of an
         Award or portion thereof pursuant to a state domestic relations law to
         the spouse, former spouse, child or other dependent of a Participant.  

              (bb) "RESTRICTED STOCK" shall mean those shares of Common Stock
         issued pursuant to a Restricted Stock Award which are subject to the
         restrictions set forth in the related Award Agreement.


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              (cc) "RESTRICTED STOCK AWARD" shall mean an award of a fixed
         number of shares of Common Stock to the Participant subject, however,
         to payment of such consideration, if any, and such forfeiture
         provisions, as are set forth in the Award Agreement.

              (dd) "RETIREMENT" shall mean retirement from active service as an
         employee or officer of the Company on or after obtaining age 55 with
         ten or more years of service or age 65.

              (ee) "RULE 16b-3" shall mean Rule 16b-3 promulgated by the
         Commission pursuant to the Exchange Act effective November 1, 1996, or
         any successor provision, as amended from time to time.

              (ff) "SECURITIES ACT" shall mean the Securities Act of 1933, as
         amended from time to time.

              (gg) "STOCK APPRECIATION RIGHT" shall mean a right to receive a
         number of shares of Common Stock or an amount of cash, or a
         combination of shares and cash, determined as provided in Section 4.3.

              (hh) "SUBSIDIARY" shall mean any corporation or other entity a
         majority or more of the outstanding voting stock or voting power of
         which is beneficially owned directly or indirectly by the Corporation.

              (ii) "TOTAL DISABILITY" shall mean a "permanent and total
         disability" within the meaning of Section 22(e)(3) of the Code.


    II.  GENERAL AND ADMINISTRATIVE PROVISIONS.

         2.1  PURPOSE.

              The purpose of this Plan is to promote the success of the Company
         and the interest of its stockholders by providing a means to attract
         and retain key employees by providing them long-term incentives to
         improve the financial performance of the Company.

         2.2  ADMINISTRATION.

              (a)  COMMITTEE.  This Plan shall be administered by and Awards
         shall be authorized by the Committee.  Action of the Committee with
         respect to the administration of this Plan shall be taken pursuant to
         a majority vote or by the unanimous written consent of its members. 
         If action by the Committee is taken by written consent, the action
         shall be deemed to have been taken at the time specified in the
         consent or, if none is specified, at the time of the last signature. 
         The Committee 


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         may delegate administrative functions to individuals who are officers 
         or employees of the Company.

              (b)  PLAN AWARDS; INTERPRETATION; POWERS OF THE COMMITTEE. 
         Subject to the express provisions of this Plan, the Committee shall
         have the authority to construe and interpret this Plan and any
         agreements defining the rights and obligations of the Company and
         Participants under this Plan; to further define the terms used in this
         Plan; to prescribe, amend and rescind rules and regulations relating
         to the administration of this Plan; to determine the duration and
         purposes of leaves of absence which may be granted to Participants
         without constituting a termination of their employment for purposes of
         this Plan; to determine who is an Eligible Employee and the particular
         Eligible Employees who will receive Awards; to grant Awards to
         Eligible Employees, determine the price at which securities will be
         offered or awarded and the amount of securities to be offered or
         awarded; to determine the other specific terms and conditions of such
         Awards, including performance criteria and goals, consistent with the
         express limits of this Plan, establish the installments (if any) in
         which such Awards shall become exercisable or shall vest, or determine
         that no delayed exercisability or vesting is required, and establish
         the events of termination or reversion of such Awards; to approve the
         forms of Award Agreements (which need not be identical either as to
         type of award or among Participants); to cancel, modify, or waive the
         Corporation's rights with respect to, or modify, discontinue, suspend,
         or terminate any or all outstanding Awards held by Eligible Employees,
         subject to any required consent under Section 7.7; to accelerate or
         extend the exercisability or extend the term of any or all such
         outstanding Awards within the maximum ten-year term of Awards under
         Section 2.5; and to make all other determinations necessary or
         advisable for the administration of this Plan.  The determinations of
         the Committee on the foregoing matters shall be conclusive.

              (c)  BINDING DECISIONS.  Any action taken by, or inaction of, the
         Corporation, any Subsidiary, the Board or the Committee relating to
         this Plan shall be within the absolute discretion of that entity or
         body and shall be conclusive and binding upon all persons.  No member
         of the Board or Committee, or officer of the Corporation or
         Subsidiary, shall be liable for any such action or inaction of the
         entity or body, of another person or, except in circumstances
         involving bad faith, of himself or herself.  Subject only to
         compliance with the express provisions hereof, the Board and Committee
         may act in their absolute discretion in matters related to this Plan. 
         In making any determination or in taking or not taking any action
         under this Plan, the Committee or the Board, as the case may be, may
         obtain and may rely upon the advice of experts, including professional
         advisors to the Corporation.  No director, officer or agent of the
         Company shall be liable for any such action or determination taken or
         made or omitted in good faith.

              (d)  CHANGES TO COMMITTEE.  Subject to the requirements of
         Section 1.1(j), the Board, at any time it so desires, may increase or
         decrease the number of members of the Committee, may remove from
         membership on the Committee all or any 


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         portion of its members, and may appoint such person or persons as it 
         desires to fill any vacancy existing on the Committee, whether caused 
         by removal, resignation or otherwise.

         2.3  PARTICIPATION.
              Awards may be granted only to Eligible Employees.  An Eligible
         Employee who has been granted an Award may, if otherwise eligible, be
         granted additional Awards if the Committee shall so determine. 
         Members of the Board who are not officers or employees of the Company,
         and members of the Committee, shall not be eligible to receive Awards.

         2.4  STOCK SUBJECT TO THIS PLAN.

              (a)  AVAILABLE SHARES.  The stock to be offered under this Plan
         shall be shares of the Corporation's authorized but unissued Common
         Stock.  The maximum number of shares of Common Stock that may be
         issued pursuant to Awards granted under this Plan shall not exceed the
         sum of 5,000,000 shares, subject to adjustments (including the
         adjustments for the distribution of shares of Castle & Cooke, Inc. in
         December 1995) as set forth in Section 7.2.  If any Option and any
         related Stock Appreciation Right shall lapse or terminate without
         having been exercised in full, or any Common Stock subject to a
         Restricted Stock Award which does not vest or any Common Stock subject
         to a Performance Share Award which has not been issued or become
         issuable, the unpurchased or unvested shares subject thereto shall
         again be available for reissue for purposes of this Plan.

              (b)  INDIVIDUAL MAXIMUM.  The maximum number of shares subject to
         Options or Stock Appreciation Rights that during any calendar year are
         granted to any one person shall be limited to 500,000 and the maximum
         number of shares in the aggregate subject to all Awards that during
         any calendar year are granted to any individual under this Plan shall
         be 750,000.  Tandem or alternative Awards shall be counted only once
         for these purposes, unless otherwise required by Section 162(m).  Any
         Awards that are cancelled or repriced during the year shall be counted
         against this limit, to the extent required by Section 162(m).

              (c)  ADJUSTMENTS.  Each of the foregoing numerical limits in this
         Section 2.4 shall be subject to adjustments as contemplated by this
         Section 2.4 and Section 7.2.

         2.5  GRANT AND MAXIMUM TERM OF AWARDS.

              Subject to the express provisions of this Plan, the Committee has
         the authority to grant Awards.  The grant of an Award is made on the
         Award Date. The maximum term of an Award is 10 years.

         2.6  EXERCISE OF AWARDS.


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              An Option or Stock Appreciation Right shall be deemed to be
         exercised when the Corporation receives written notice of such
         exercise from the Participant, together with payment of the purchase
         price made in accordance with Section 3.2, except as may be necessary
         or advisable to be made following delivery of written notice of
         exercise in accordance with Section 3.2.


    III. OPTIONS.

         3.1  GRANTS.

              One or more Options may be granted to any Eligible Employee. 
         Each Option so granted shall be designated in the applicable Award
         Agreement by the Committee as either a Nonqualified Stock Option or an
         Incentive Stock Option.

         3.2  OPTION PRICE.

              (a)  MINIMUM PRICE.  The purchase price per share of the Common
         Stock covered by each Option shall be determined by the  Committee,
         but in the case of Incentive Stock Options shall not be less than 100%
         (110% in the case of a Participant who owns more than 10% of the total
         combined voting power of all classes of stock of the Company) of the
         Fair Market Value of the Common Stock on the date the Incentive Stock
         Option is granted.  The purchase price of any shares purchased shall
         be paid in full at the time of each purchase in one or a combination
         of the following methods: (i) in cash, by electronic funds transfer,
         or by certified or cashier's check payable to the order of the
         Corporation; (ii) if authorized by the Committee or specified in the
         applicable Award Agreement, by a promissory note of the Participant
         consistent with the requirements of Section 7.5; or (iii) by delivery
         of shares of Common Stock of the Corporation already owned by the
         Participant; provided, however, the Committee may in its absolute
         discretion limit the Participant's ability to exercise an Option by
         delivering shares, and (without limiting the generality of the
         foregoing) any shares delivered which were initially acquired upon
         exercise of a stock option must have been owned by the Participant at
         least six months as of the date of delivery.  Shares of Common Stock
         used to satisfy the exercise price of an Option shall be valued at
         their Fair Market Value on the date of exercise.

              (b)  CASHLESS EXERCISE.  In addition to the payment methods
         described in Section 3.2(a), the Option (or the Committee) may provide
         that the Option can be exercised and payment made by delivering a
         properly executed exercise notice together with irrevocable
         instructions to a broker to promptly deliver to the Corporation the
         amount of sale proceeds necessary to pay the exercise price and,
         unless otherwise disallowed by the Committee, any applicable tax
         withholding under Section 7.6.  The Corporation shall not be obligated
         to deliver certificates for the shares unless and until it receives
         full payment of the exercise price therefor and any related
         withholding obligations have been satisfied.

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         3.3  OPTION PERIOD.

              Each Option and all rights or obligations thereunder shall expire
         on such date as shall be determined by the Committee, but not later
         than 10 years after the Award Date, and shall be subject to earlier
         termination as provided in or pursuant to Section 7.2 or 7.3.

         3.4  EXERCISE OF OPTIONS.

              Except as otherwise provided in or pursuant to Sections 7.2, 7.3
         and 7.4, an Option may become exercisable, in whole or in part, on the
         date or dates specified in the Award Agreement and thereafter shall
         remain exercisable until the expiration or earlier termination of the
         Option.  No shares issuable upon exercise of an Option shall be
         exercisable until at least six months after the Award Date.  The
         Committee may, at any time after grant of the Option and from time to
         time, increase the number of shares purchasable at any time so long as
         the total number of shares subject to the Option is not increased.  No
         Option shall be exercisable except in respect of whole shares.  Not
         less than 100 shares of Common Stock may be purchased at one time
         unless the number purchased is the total number at the time available
         for purchase under the terms of the Option.

         3.5  LIMITATIONS ON GRANT OF INCENTIVE STOCK OPTIONS.

              (a)  $100,000 LIMIT.  To the extent that the aggregate Fair
         Market Value of stock with respect to which incentive stock options
         first become exercisable by a Participant in any calendar year exceeds
         $100,000, taking into account both Common Stock subject to Incentive
         Stock Options under this Plan and stock subject to incentive stock
         options under all other plans of the Company, such options shall be
         treated as nonqualified stock options.  For purposes of determining
         whether the $100,000 limit is exceeded, the Fair Market Value of stock
         subject to options shall be determined as of the date the options are
         awarded.  In reducing the number of options treated as incentive stock
         options to meet the $100,000 limit, the most recently granted options
         shall be reduced first.  To the extent a reduction of simultaneously
         granted options is necessary to meet the $100,000 limit, the
         Corporation may, in the manner and to the extent permitted by law,
         designate which shares of Common Stock are to be treated as shares
         acquired pursuant to the exercise of an Incentive Stock Option under
         this Plan.

              (b)  OTHER TERMS.  There shall be imposed in any Award Agreement
         relating to Incentive Stock Options such terms and conditions as are
         required in order that the Option be an "incentive stock option" as
         that term is defined in Section 422 of the Code.

              (c)  10% OWNERS.  No Incentive Stock Option may be granted to any
         person who, at the time the Incentive Stock Option is granted, owns
         (or is deemed to own) shares of outstanding Common Stock possessing
         more than 10% of the total combined 

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         voting power of all classes of Common Stock of the Company, unless the 
         exercise price of such Option is at least 110% of the Fair Market Value
         of the Common Stock subject to the Option and such Option by its terms 
         is not exercisable after the expiration of five years from the date 
         such Option is granted.


    IV.  STOCK APPRECIATION RIGHTS.

         4.1  GRANTS.

              In its discretion, the Committee may grant Stock Appreciation
         Rights concurrently with the grant of Options or thereafter with
         respect to an outstanding Option, on such terms as set forth by the
         Committee in the Award Agreement for such Option, including in
         circumstances involving a Change in Control or other Event or a
         termination of employment, or in anticipation thereof.  A Stock
         Appreciation Right shall extend to all or a portion of the shares
         covered by the related Option.  A Stock Appreciation Right shall
         entitle the Participant who holds the related Option, upon exercise of
         the Stock Appreciation Right and surrender of the related Option, or
         portion thereof, to the extent the Stock Appreciation Right and
         related Option each were previously unexercised, to receive payment of
         an amount determined pursuant to Section 4.3. Any Stock Appreciation
         Right granted in connection with an Incentive Stock Option shall
         contain such terms as may be required to comply with the provisions of
         Section 422 of the Code and the regulations promulgated thereunder.

         4.2  EXERCISE OF STOCK APPRECIATION RIGHTS.

              (a)  TIME/VALUE.  A Stock Appreciation Right shall be exercisable
         only at such time or times, and to the extent, that the related Option
         shall be exercisable and only when the Fair Market Value of the stock
         subject to the related Option exceeds the Option price of the related
         Option.

              (b)  SHARE ACCOUNTING.  In the event that a Stock Appreciation
         Right is exercised, the number of shares of Common Stock subject to
         the related Option shall be charged against the maximum amount of
         Common Stock that may be issued or transferred pursuant to Awards
         under this Plan.  The number of shares subject to the Stock
         Appreciation Right and the related Option of the Participant shall
         also be reduced by such number of shares.

              (c)  ADJUSTMENTS.  If a Stock Appreciation Right extends to less
         than all the shares covered by the related Option and if a portion of
         the related Option is thereafter exercised, the number of shares
         subject to the unexercised Stock Appreciation Right shall be reduced
         only if and to the extent that the remaining number of shares covered
         by such related Option is less than the remaining number of shares
         subject to such Stock Appreciation Right.

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         4.3  PAYMENT.

              (a)  AMOUNT.  Upon exercise of a Stock Appreciation Right and
         surrender of an exercisable portion of the related Option, the
         Participant shall be entitled to receive payment of an amount
         determined by multiplying:

                   (i)  the difference obtained by subtracting the Option price
              per share of Common Stock under the related Option from the Fair
              Market Value of a share of Common Stock on the date of exercise
              of the Stock Appreciation Right, by

                   (ii) the number of shares with respect to which the Stock
              Appreciation Right shall have been exercised.

              (b)  FORM.  The Committee, in its sole discretion, may provide
         for payment upon exercise under Section 4.3(a) to be solely in cash,
         solely in shares of Common Stock (valued at Fair Market Value on the
         date of exercise of the Stock Appreciation Right), or partly in such
         shares and partly in cash, or may leave the election to the
         Participant, subject to any applicable legal requirements.  Absent a
         determination to the contrary by the Committee, all Stock Appreciation
         Rights shall be settled in cash as soon as practicable after exercise. 
         The exercise price for the Stock Appreciation Right shall be the
         exercise price of the related Option.

              (c)  VARIANCE.  Notwithstanding the foregoing, the Committee may,
         in the Award Agreement, determine the specific form of payment or may
         provide for a different specified amount of cash or stock or a
         combination thereof to be delivered upon exercise of a Stock
         Appreciation Right. 


    V.   RESTRICTED STOCK AWARDS.

         5.1  GRANTS.

              Subject to Section 2.4, the Committee may, in its discretion,
         grant one or more Restricted Stock Awards to any Eligible Employee. 
         Each Restricted Stock Award Agreement shall specify the number of
         shares of Common Stock to be issued to the Participant, the date of
         such issuance, the price, if any, to be paid for such shares by the
         Participant and the restrictions imposed on such shares, which
         restrictions shall not terminate earlier than six months after the
         Award Date.

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         5.2  RESTRICTIONS.  

              Unless the Committee otherwise expressly provides in the Award
         Agreement, during the restricted period Restricted Stock Awards shall
         be subject to the following restrictions:

              (a)  the shares may not be sold, assigned, transferred, pledged
         or otherwise disposed of or encumbered, either voluntarily or
         involuntarily, until such shares have vested;

              (b)  the holder shall have voting rights but shall not be
         entitled to dividends in respect of the restricted shares until they
         have vested, at which time accrued and paid dividends on such shares
         shall also vest;

              (c)  any cash paid by a holder to acquire restricted shares shall
         be returned to the holder, without interest, if the restricted shares
         do not vest; and

              (d)  shares of Restricted Stock (and any related dividends) that
         are subject to restrictions at the time of termination of employment,
         or are subject to other conditions to vesting that have not been
         satisfied by the time specified in the applicable Award Agreement,
         shall not vest and shall be returned to the Corporation.


    VI.  PERFORMANCE SHARE AWARDS.

         6.1  GRANTS.
    
              The Committee may, in its discretion, grant Performance Share
         Awards to Eligible Employees based upon:  the appreciation in the Fair
         Market Value, book value or other measure of value of the Common
         Stock; the performance of the Company based on earnings or cash flow;
         or such other factors as the Committee shall determine.  In making
         such determinations, the Committee shall consider (among other factors
         deemed relevant to the specific award type), the Eligible Employee's
         contributions to the Company, responsibilities and other compensation. 
         A Performance Share Award Agreement shall specify the number of shares
         of Common Stock subject to the Performance Share Award, the price, if
         any, to be paid for such shares by the Participant and the required
         amount of appreciation in the Fair Market Value, book value or other
         measure of value of Common Stock, the required amount of change in the
         performance of the company based on earnings or cash flow of the
         Company or specified Subsidiary or other factors and other conditions
         determined by the Committee upon which issuance to the Participant
         shall be based, which issuance shall not be less than six months after
         the Award Date.  To the extent a Performance Share Award constitutes
         an equity security (as this phrase is defined in Rule 16a-1 under the
         Exchange Act) issued by the Corporation and is paid in shares of
         Common Stock or cash, the number of shares of Common Stock subject to
         such Performance Share Award 

                                     -11-

<PAGE>

         shall be charged against the maximum amount of Common Stock that may 
         be issued pursuant to Awards under this Plan.

         6.2  SECTION 162(m) PERFORMANCE-BASED SHARE AWARDS.

              Without limiting the generality of the foregoing, and in addition
         to awards granted under other provisions of this Plan, other
         performance-based awards within the meaning of Section 162(m) of the
         Code ("PERFORMANCE-BASED AWARDS"), whether in the form of restricted
         stock, performance stock, phantom stock or other rights, the vesting
         of which depends on the performance of the Company on a consolidated,
         segment, subsidiary or division basis with reference to net earnings
         (before or after tax), cash flow, return on equity or on assets or on
         net investment, or cost containment or reduction, or any combination
         thereof (the "performance criteria") relative to preestablished
         performance goals, may be granted under this Plan.  The applicable
         business criteria and specific performance goal or goals ("targets")
         must be approved by the Committee in advance of any applicable
         deadline under the Code and while the performance relating to such
         targets remains substantially uncertain.  The applicable performance
         measurement period may be not less than one nor more than ten years.
         Performance targets may be adjusted to mitigate the unbudgeted impact
         of material, unusual or nonrecurring gains and losses, accounting
         changes or other extraordinary events not foreseen at the time the
         targets were set.

              (a)  ELIGIBLE CLASS.  The eligible class of persons for Awards
         under this Section 6.2 shall be executive officers of the Company.
    
              (b)  MAXIMUM AWARD.  In no event shall grants made in any
         calendar year to any one person under this Section 6.2 relate to more
         than 500,000 shares or a cash amount of more than $10 million.
    
              (c)  COMMITTEE CERTIFICATION.  Before any Performance-Based Award
         under this Section 6.2 is paid, the Committee must certify that the
         material terms of the Performance-Based Award were satisfied.

              (d)  TERMS AND CONDITIONS OF AWARDS.  The Committee will have
         discretion to determine the restrictions or other limitations of the
         individual Awards under this Section 6.2, including the authority to
         reduce Awards, payouts or vesting or to pay no Awards, in its sole
         discretion, IF the Committee preserves such authority at the time of
         grant by language to this effect in its authorizing resolutions or
         otherwise.

                                     -12-
<PAGE>

    VII. OTHER PROVISIONS.

         7.1  RIGHTS OF ELIGIBLE EMPLOYEES, PARTICIPANTS AND BENEFICIARIES.

              (a)  NO AWARD COMMITMENT.  Status as an Eligible Employee shall 
         not be construed as a commitment that any Award will be made under   
         this Plan to an Eligible Employee or to Eligible Employees generally.

              (b)  NO EMPLOYMENT COMMITMENT.  Nothing contained in this Plan 
         (or in Award Agreements or in any other documents related to this 
         Plan or to Awards) shall confer upon any Eligible Employee or 
         Participant any right to continue in the employ of the Company or 
         constitute any contract or agreement of employment, or interfere in 
         any way with the right of the Company to reduce such person's 
         compensation or other benefits or to terminate the employment of 
         such Eligible Employee or Participant, with or without cause, but 
         nothing contained in this Plan or any document related thereto shall 
         affect any other contractual right of any Eligible Employee or 
         Participant.

              (c)  NO TRANSFER OF AWARDS.

                   (i)  LIMIT ON EXERCISE.  Except as provided herein and 
              subject to Section 7.12, Awards may be exercised only by, and 
              amounts payable or shares issuable pursuant to an Award shall 
              be paid only to (or for the account of), the Participant or, if 
              the Participant has died, the Participant's Beneficiary or, if 
              the Participant has suffered a Disability, the Participant's 
              Personal Representative, if any, or if there is none, the 
              Participant. Subject to Sections 7.1(c)(ii), 7.5 and 7.12, the 
              Committee may by express written authorization permit exercise 
              by and payment to certain persons or entities related to the 
              Participant who are permitted transferees of the Participant 
              without consideration, or such other persons as the Committee
              deems appropriate, pursuant to such conditions and procedures
              as the Committee in writing may establish and set forth in or 
              by amendment to an Award Agreement.
                  
                   (ii) LIMIT ON TRANSFER.  No option, right or other Award 
              granted under this Plan including, without limitation, any 
              undistributed performance share or share of Restricted Stock 
              that has not vested, shall be transferrable by the Participant 
              or shall be subject in any manner to anticipation, alienation, 
              sale, transfer, assignment, pledge, encumbrance or charge 
              (other than to the Corporation), except (i) by will or the laws 
              of descent and distribution, or (ii) pursuant to any other 
              exception to transfer restrictions expressly permitted by the 
              Committee and set forth in the Award Agreement (or an amendment 
              thereto), and (iii) in the case of Awards comprising Incentive 
              Stock Options, as permitted by the Code.  Any attempted 
              transfer in violation of these provisions shall be void and 
              shall be disregarded.


                                       13

<PAGE>

              (c)  DESIGNATION OF BENEFICIARY.  The designation of a 
         Beneficiary shall not constitute a transfer prohibited by the 
         foregoing provisions.

              (d)  PLAN NOT FUNDED.  Awards payable under this Plan shall be 
         payable in shares or from the general assets of the Corporation, and 
         no special or separate reserve, fund or deposit shall be made to 
         assure payment of such Awards.  No Participant, Beneficiary or other 
         person shall have any right, title or interest in any fund or in any 
         specific asset (including shares of Common Stock) of the Company by 
         reason of any Award granted hereunder.  Neither the provisions of 
         this Plan (or of any documents related hereto), nor the creation or 
         adoption of this Plan, nor any action taken pursuant to the 
         provisions of this Plan shall create, or be construed to create, a 
         trust of any kind or a fiduciary relationship between the Company 
         and any Participant, Beneficiary or other person.  To the extent 
         that a Participant, Beneficiary or other person acquires any rights 
         in respect of an Award hereunder, such rights shall be no greater 
         than the rights of any unsecured general creditor of the Company.

         7.2  ADJUSTMENTS UPON A REORGANIZATION OR CHANGES IN CAPITALIZATION.

              (a)  GENERAL.  If the outstanding shares of Common Stock are 
         changed into or exchanged for cash or a different number or kind of 
         shares, securities, or other property, or if additional shares or 
         new or different securities or, other property are distributed with 
         respect to the outstanding shares of the Common Stock, through a 
         merger, combination, consolidation, or other reorganization or a 
         recapitalization, reclassification, stock split, stock dividend, 
         reverse stock split, stock consolidation, dividend or distribution 
         of property to the stockholders of the Corporation which in the 
         judgment of the Committee materially affects the value of the Common 
         Stock, or if some other capital change or adjustment affecting the 
         Common Stock shall be made, the Committee shall in such manner and 
         to such extent as it deems an appropriate, equitable, and 
         proportionate adjustment to the number and kind of securities, 
         obligations or other consideration (including cash of other 
         property) that is subject to or may be delivered under this Plan and 
         pursuant to outstanding Awards and in any applicable performance 
         standards and (if applicable) subsequent Awards, subject (i) in the 
         case of a transaction that the Corporation does not survive as a 
         legal entity to any required approval of the surviving or successor 
         entity (or a parent or subsidiary thereof); (ii) in the case of a 
         transaction to be accounted for as a pooling of interests, to any 
         applicable limitations under generally accepted accounting 
         principles; and (iii) to the provisions of Section 7.4 below.  A 
         corresponding adjustment to the consideration payable with respect 
         to Awards granted prior to any such change and to the price, if any, 
         to be paid in connection with Restricted Stock Awards or Performance 
         Share Awards shall also be made.  Corresponding adjustments shall be 
         made with respect to Stock Appreciation Rights related to Options 
         based upon the adjustments made to the Options to which they are 
         related.  Further, in the case of an extraordinary dividend or other 
         distribution, recapitalization, reclassification, reorganization, 
         merger, consolidation, combination, sale of assets, split up, 
         exchange, or spin off, the Committee may make provision for a cash 


                                      14

<PAGE>

         payment or for the substitution or exchange of any or all 
         outstanding Awards or the cash, securities, or property deliverable 
         to the holder of any or all outstanding Awards based upon the 
         distribution or consideration payable to holders of the Common Stock 
         of the Corporation upon or in respect of such event; provided, 
         however, in each case, that with respect to Awards of Incentive 
         Stock Options, no such adjustment shall be made which would cause 
         the Plan to violate Section 424(a) of the Code or any successor 
         provisions thereto without the written consent of holders materially 
         adversely affected thereby.  In any of such events, the Committee 
         may take such action sufficiently prior to such event if it deems 
         such action necessary or appropriate to permit the Participant to 
         realize the benefits intended to be conveyed with respect to the 
         underlying shares in the same manner as is or will be available to 
         stockholders generally.

              (b)  SECTION 16 DEFERRAL.  Adjustments to Awards granted to 
         Participants may be suspended or deferred for so long as the 
         Committee determines that such adjustments adversely affect the 
         ability of persons subject to the reporting and liability provisions 
         of Section 16 of the Exchange Act to avoid liability under Section 
         16 of the Exchange Act.

              (c)  ASSUMPTION; SUBSTITUTION; OTHER SETTLEMENT ADJUSTMENTS. 
         Whether or not an Award is vested at the time of an Event, the 
         Committee, prior to the Event but subject to any applicable 
         limitations (in the case of a transaction to be accounted for as a 
         pooling of interests) under generally accepted accounting 
         principles, may in its discretion further provide in respect of any 
         or all outstanding Awards:

                   (i)  for the assumption of the outstanding Awards by a 
              successor entity, or a parent or subsidiary thereof, with 
              appropriate adjustments to the type of securities or property 
              to be delivered, or

                   (ii) for the substitution for the outstanding Awards of 
              new Awards covering securities, obligations or consideration 
              (including cash or other property), or any combination thereof, 
              of or from the Corporation or a successor entity, or a parent 
              or subsidiary thereof, in either case with appropriate, 
              proportionate, equitable adjustments as to number and kind of 
              securities, obligations and/or other consideration deliverable 
              in respect of the vesting or on exercise of an Award and the 
              applicable exercise or other prices and conditions in respect 
              thereof; or

                   (iii) for the payment of the fair value of the outstanding 
              Awards in complete settlement of all rights of the Participant 
              thereunder; and

                   (iv) if such provision is made under this Section 7.2(c), 
              the Committee as constituted prior to the Event also may 
              terminate the original Award upon such assumption, substitution 
              or payment.


                                      15

<PAGE>

              (d)  OTHER BENEFITS.  In addition, the Committee may grant such 
         additional rights in the foregoing circumstances as the Committee 
         deems to be in the best interest of the Participants and the 
         Corporation in order to preserve for the Participants the benefits 
         of their Awards.

              (e)  RELIANCE.  In adjusting Awards to reflect the changes 
         described in this Section 7.2, or in determining that no such 
         adjustment is necessary, the Committee  may rely upon the advice of 
         independent counsel and accountants of the Corporation, and the 
         determination of the Committee shall be conclusive.

         7.3  EFFECT OF TERMINATION OF EMPLOYMENT.  

              Unless the Committee otherwise expressly provides in or by 
         amendment to the Award Agreement:

              (a)  OPTIONS--RESIGNATION; DISMISSAL WITHOUT CAUSE.  If the 
         Participant's employment by the Company terminates for any reason 
         other than Retirement, Total Disability or death, the Participant 
         shall have, subject to earlier termination pursuant to or as 
         contemplated by Section 3.3, three months from the date of 
         termination of employment to exercise any Option to the extent it 
         shall have become exercisable on the date of termination of 
         employment, and any Option to the extent not exercisable on that 
         date shall terminate.

              (b)  OPTIONS--RETIREMENT, DISABILITY OR DEATH.   If the 
         Participant's employment by the Company terminates as a result of 
         Retirement, Total Disability, or death, the Participant or 
         Participant's Personal Representative or his or her Beneficiary, as 
         the case may be, shall have, subject to earlier termination pursuant 
         to or as contemplated by Section 3.3, 12 months from the date of 
         termination of employment to exercise any Option to the extent it 
         shall have become exercisable by the date of termination of 
         employment, and any Option to the extent not exercisable on that 
         date shall terminate.

              (c)  SARS. Each Stock Appreciation Right granted concurrently 
         with an Option shall have the same termination provisions and 
         exercisability periods as the Option to which it relates.  The 
         exercisability period of a Stock Appreciation Right shall not exceed 
         that provided in Section 3.3 or in the related Award Agreement and 
         the Stock Appreciation Right shall expire at the end of such 
         exercisability period.

              (d)  RESTRICTED AND PERFORMANCE SHARES. In the event of a 
         termination of employment with the Company for any reason, (i) 
         shares of Common Stock subject to the Participant's Restricted Stock 
         Award shall be forfeited in accordance with the provisions of the 
         related Award Agreement to the extent such shares have not become 
         vested on that date; and (ii) shares of Common Stock subject to the 
         Participant's Performance Share Award shall be forfeited in 
         accordance with the 


                                      16

<PAGE>

         provisions of the related Award Agreement to the extent such shares 
         have not been issued or become issuable on that date.
    
              (e)  ADJUSTMENT.  In the event or in anticipation of a 
         termination of employment with the Company for any reason, other 
         than discharge for cause, the Committee may, in its discretion 
         (subject to the provisions of Sections 2.5, 3.4, 5.1 and 6.1 and 
         7.5, 7.7 and 7.12) accelerate exercisability or vesting or extend the 
         exercisability or vesting period of an Award, or make other changes to 
         or provide for alternative settlement of an Award.

              (f)  CHANGE IN OWNERSHIP OF SUBSIDIARY.  If an entity ceases to 
         be a Subsidiary, such action shall be deemed for purposes of this 
         Section 7.3 to be a termination of employment of each employee of 
         that entity who does not continue as an employee of another entity 
         within the Company.

         7.4  ACCELERATION OF AWARDS UPON AN EVENT; OTHER CHANGES IN AWARDS.

              Unless prior to an Event the Committee determines that, upon 
         its occurrence, there shall be no acceleration of Awards or 
         determines those Awards which shall be accelerated and the extent to 
         which they shall be accelerated, upon the occurrence of an Event (i) 
         each Option and each related Stock Appreciation Right shall become 
         immediately exercisable to the full extent theretofore not 
         exercisable, (ii) Restricted Stock shall immediately vest free of 
         restrictions, and (iii) the number of shares covered by each 
         Performance Share Award shall be issued to the Participant.  
         Acceleration of Awards shall comply with applicable regulatory 
         requirements, including without limitation Rule 16b-3 and Section 
         422 of the Code.

         7.5  COMPLIANCE; GOVERNMENT REGULATIONS.

              This Plan, the granting and vesting of Awards under this Plan 
         and the offer, issuance or delivery of shares of Common Stock 
         (and/or the payment of money or other property or securities) 
         pursuant to this Plan or Awards are subject to compliance with all 
         applicable federal and state laws, rules and regulations and to such 
         approvals by any listing, regulatory or governmental agency 
         (including without limitation "no action" positions of the 
         Commission) as may, in the opinion of counsel for the Corporation, 
         be necessary or advisable in connection therewith.  In connection 
         with any stock issuance or transfer, the person acquiring the shares 
         shall, if requested by the Corporation, give assurances satisfactory 
         to counsel to the Corporation in respect of such matters as the 
         Corporation may deem necessary or desirable to assure compliance 
         with all applicable legal requirements.


                                      17
<PAGE>

7.6  TAX WITHHOLDING.

     Upon the disposition by a Participant or other person of shares of 
Common Stock acquired pursuant to the exercise of an Incentive Stock Option 
prior to satisfaction of the holding period requirements of Section 422 of 
the Code, or upon the exercise of a Nonqualified Stock Option, the exercise 
of a Stock Appreciation Right, the vesting of a Restricted Stock Award, or 
the payment of a Performance Share Award, the Company shall have the right to 
(i) require such Participant or such other person to pay by cash, or 
certified or cashier's check payable to the Company, the amount of any taxes 
which the Company may be required to withhold with respect to such 
transaction or (ii) deduct from amounts paid in cash the amount of any taxes 
which the Company may be required to withhold with respect to such cash 
amounts.  The above notwithstanding, in any case where a tax is required to 
be withheld in connection with the issuance, transfer or vesting of shares of 
Common Stock under this Plan, the Participant may elect, pursuant to such 
rules and subject to such conditions as the Committee may establish (which 
conditions may require its specific approval, on a case-by-case basis), to 
have the Company reduce the number of such shares issued or transferred by 
the appropriate number of shares to accomplish such withholding.  The 
Committee may impose conditions on the payment of any withholding obligation 
necessary in the case of persons subject to the reporting and liability 
provisions of Section 16 of the Exchange Act to enable them to avoid 
liability under Section 16 of the Exchange Act or to secure the benefits 
otherwise available under any applicable exemptive or other rule thereunder 
with respect to a "plan" or particular award or action related thereto.  In 
any event, the Corporation shall not be obligated to issue or deliver shares 
and/or distribute cash to the Participant upon exercise or vesting of any 
Award, unless such withholding (or offset) as of or prior to the date of such 
issue or delivery is sufficient to cover all such sums due or which may be 
due with respect to such exercise or vesting.

7.7  AMENDMENT, TERMINATION AND SUSPENSION.

     (a)  PLAN CHANGES.  The Board may, at any time, terminate or, from time 
to time, amend, modify or suspend this Plan (or any part hereof), including 
without limitation, amendments or modifications as may be necessary to enable 
Participants to avoid liability under Section 16 of the Exchange Act or to 
secure the benefits otherwise available under any applicable exemptive or 
other rule thereunder with respect to a "plan" or particular award or action 
related thereto.  In addition, the Committee may, from time to time, amend or 
modify any provision of this Plan, except Section 7.2 or 7.4.  No Awards may 
be granted during any suspension of this Plan or after its termination, but 
the Committee shall retain jurisdiction hereunder in respect of Awards 
granted prior thereto and may consistent with the terms hereof modify such 
Awards unless the Board otherwise provides.

     (b)  CHANGES TO OUTSTANDING AWARDS.  The Committee may, with the consent 
of the Participant, as to any adverse change make such modifications of the 

                                    18

<PAGE>

terms and conditions of such Participant's Award as it shall deem advisable.  
The Committee, with the consent of the Participant, may also amend the terms 
of any Option to provide that the purchase price under the Option of the 
shares remaining subject to the original Award shall be reestablished at a 
price not less than 100% of the Fair Market Value of the Common Stock on the 
effective date of the amendment. No modification of any other term or 
provision of any Option which is amended in accordance with the foregoing 
shall be required, although the Committee may, in its discretion, make such 
further modifications of any such Option as are not inconsistent with or 
prohibited by this Plan.  Changes pursuant to Section 7.2 or 7.4 are not 
limited by or subject to this Section 7.7(b).

     (c)  STOCKHOLDER APPROVAL.  If an amendment would (i) materially 
increase the benefits accruing to Participants under this Plan, (ii) 
materially increase the aggregate number of securities which may be issued 
under this Plan, or (iii) materially modify the requirements of eligibility 
for participation in this Plan, the amendment shall be approved by the Board 
and, to the extent then required by Section 424 of the Code or as may be 
necessary or desirable to avoid liability under Section 16 of the Exchange 
Act or to secure the benefits otherwise available under any applicable 
exemptive or other rule thereunder with respect to a "plan" or particular 
award or action related thereto or required by any other applicable law, or 
any successor provision thereto, by the requisite number of stockholders.

     (d)  EFFECT OF PLAN AMENDMENT ON OUTSTANDING AWARD.  Any amendment, 
suspension or termination of this Plan shall not, without specific action of 
the Board or the Committee and the consent of the Participant as to any 
adverse change, in any way modify, amend, alter or impair any rights or 
obligations under any Award previously granted under this Plan.

7.8  PRIVILEGES OF STOCK OWNERSHIP; NONDISTRIBUTIVE INTENT.

     A Participant shall not be entitled to the privilege of stock ownership 
as to any shares of Common Stock not actually issued to him or her. Upon the 
issuance and transfer of shares to the Participant, unless a registration 
statement is in effect under the Securities Act and applicable state 
securities law relating to such issued and transferred Common Stock and there 
is available for delivery a prospectus meeting the requirements of Section 10 
of the Securities Act, the Common Stock may be issued and transferred to the 
Participant only if he or she represents and warrants in writing to the 
Corporation that the shares are being acquired for investment and not with a 
view to the resale or distribution thereof.

7.9  EFFECTIVE DATE OF THIS PLAN.

     The effective date of this Plan was May 15, 1991.  Material amendments 
to this Plan effective February 1, 1996, were approved by the stockholders of 
the Corporation at annual meeting on May 9, 1996. Amendments effective 
January 29, 1997 were 

                                      19

<PAGE>

approved by the Committee and did not require stockholder approval nor did 
they adversely affect any award holder's rights or benefits under this Plan.

7.10 TERM OF THIS PLAN.

     Unless previously terminated by the Board, this Plan shall terminate at 
the close of business on May 14, 2001, and no Awards shall be granted under 
it thereafter, but such termination shall not affect any Award theretofore 
granted or the authority of the Committee with respect to Awards then 
outstanding.

7.11  GOVERNING LAW.

     This Plan and the documents evidencing Awards and all other related 
documents shall be governed by, and construed in accordance with, the laws of 
the State of California.  If any provision shall be held by a court of 
competent jurisdiction to be invalid and unenforceable, the remaining 
provisions of this Plan shall continue to be fully effective.

7.12  LIMITATIONS AS TO EXECUTIVE OFFICERS.

     (a)  RULE 16b-3; BIFURCATION.  It is the intent of the Corporation that 
transactions or events in respect of Awards hereunder satisfy and be 
interpreted in a manner that in the case of Participants who are or may be 
subject to Section 16 of the Exchange Act satisfies the applicable 
requirements of Rule 16b-3  so that such persons (unless they otherwise 
agree) will be entitled to the benefits of Rule 16b-3 or other exemptive 
rules under Section 16 of the Exchange Act and will not be subjected to 
avoidable  liability there-under.  If any provision of this Plan or of any 
Award would otherwise frustrate or conflict with the intent expressed above, 
that provision to the extent possible shall be interpreted and deemed amended 
so as to avoid such conflict.  Notwithstanding anything to the contrary in 
this Plan, the provisions of this Plan may at any time be bifurcated by the 
Board or the Committee in any manner so that certain provisions of any Award 
Agreement (or this Plan) intended (or required in order) to satisfy the 
applicable requirements of Rule 16b-3 are only applicable to Section 16 
Persons and to  those Awards to Section 16 Persons intended to satisfy the 
requirements of Rule 16b-3.

     (b)  SECTION 162(m).  It is the further intent of the Corporation that 
Options or SARs with an exercise or base price not less than Fair Market 
Value on the date of grant and performance awards under Section 6.2 of this 
Plan that are granted to or held by a Section 16 Person shall (if so 
designated by the Committee) qualify as performance-based compensation under 
Section 162(m) of the Code, and this Plan shall be interpreted consistent 
with such intent.

                                      20

<PAGE>

7.13  CAPTIONS.

     Captions and headings are given to the sections and subsections of this 
Plan solely as a convenience to facilitate reference.  Such headings shall 
not be deemed in any way material or relevant to the construction or 
interpretation of this Plan or any provision thereof.

7.14  NO FRACTIONAL INTEREST.

     No fractional shares of stock shall be issued under this Plan, but 
fractional interests may be accumulated or paid in cash.

7.15  NON-EXCLUSIVITY OF PLAN.

     Nothing in this Plan shall limit or be deemed to limit the authority of 
the Board or the Committee to grant awards or authorize any other 
compensation, with or without reference to the Common Stock, under any other 
plan or authority.

                                          21