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                                                                    EXHIBIT 4(i)

                           RAMSAY YOUTH SERVICES, INC.
                          1995 LONG TERM INCENTIVE PLAN

                       (formerly, RAMSAY HEALTH CARE, INC.
                         1995 LONG TERM INCENTIVE PLAN)

                  SECTION 1. PURPOSE. The purposes of this Ramsay Health Care,
Inc. 1995 Long Term Incentive Plan (the "Plan") are to encourage selected
employees, officers, directors and consultants of, and other individuals
providing services to, Ramsay Health Care, Inc. (together with any successor
thereto, the "Company") and its Affiliates (as defined below) to acquire a
proprietary interest in the growth and performance of the Company, to generate
an increased incentive to contribute to the Company's future success and
prosperity thus enhancing the value of the Company for the benefit of its
stockholders, and to enhance the ability of the Company and its Affiliates to
attract and retain exceptionally qualified individuals upon whom, in large
measure, the sustained progress, growth and profitability of the Company depend.

                  SECTION 2. DEFINITIONS. As used in the Plan, the following
terms shall have the meanings set forth below:

                  "Affiliate" shall mean (i) any entity that, directly or
through one or more intermediaries, is controlled by the Company and (ii) any
entity in which the Company has a significant equity interest, as determined by
the Committee.

                  "Award" shall mean any Option, Stock Appreciation Right,
Restricted Security, Performance Award, or Other Stock-Based Award granted under
the Plan.

                  "Award Agreement" shall mean any written agreement, contract
or other instrument or document evidencing any Award granted under the Plan.

                  "Board" shall mean the Board of Directors of the Company.

                  "Cause", as used in connection with the termination of a
Participant's employment, shall mean (i) with respect to any Participant
employed under a written employment agreement with the Company or an Affiliate
of the Company which agreement includes a definition of "cause," "cause" as
defined in such agreement or, if such agreement contains no such definition, a
material breach by the Participant of such agreement, or (ii) with respect to
any other Participant, the failure to perform adequately in carrying out such
Participant's employment responsibilities, including any directives from the
Board, or engaging in such behavior in his personal or business life as to lead
the Committee in its reasonable judgment to determine that it is in the best
interests of the Company to terminate his employment.

                  "Common Stock" shall mean the common stock of the Company,
$.01 par value.

                  "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated thereunder.



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                  "Committee" shall mean the Compensation and Conflict of
Interest Committee or any other committee of the Board designated by the Board
to administer the Plan and composed of not less than three outside directors.

                  "Common Shares" shall mean any or all, as applicable, of the
Common Stock and such other securities or property as may become the subject of
Awards, or become subject to Awards, pursuant to an adjustment made under
Section 4(b) of the Plan and any other securities of the Company or any
Affiliate or any successor that may be so designated by the Committee.

                  "Employee" shall mean any employee of the Company or of any
Affiliate.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

                  "Fair Market Value" shall mean (A) with respect to any
property other than the Common Shares, the fair market value of such property
determined by such methods or procedures as shall be established from time to
time by the Committee; and (B) with respect to the Common Shares, the last sale
price regular way on the date of reference, or, in case no sale takes place on
such date, the average of the high bid and low asked prices, in either case on
the principal national securities exchange on which the Common Shares are listed
or admitted to trading, or if the Common Shares are not listed or admitted to
trading on any national securities exchange, the last sale price reported on the
National Market System of the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") on such date, or the average of the
closing high bid and low asked prices in the over-the-counter market reported on
NASDAQ on such date, whichever is applicable, or if there are no such prices
reported on NASDAQ on such date, as furnished to the Committee by any New York
Stock Exchange member selected from time to time by the Committee for such
purpose. If there is no bid or asked price reported on any such date, the Fair
Market Value shall be determined by the Committee in accordance with the
regulations promulgated under Section 2031 of the Code, or by any other
appropriate method selected by the Committee.

                  "Good Reason", as used in connection with the termination of a
Participant's employment, shall mean (i) with respect to any Participant
employed under a written employment agreement with the Company or an Affiliate
of the Company, "good reason" as defined in such written agreement or, if such
agreement contains no such definition, a material breach by the Company of such
agreement, or (ii) with respect to any other Participant, a failure by the
Company to pay such Participant any amount otherwise vested and due and a
continuation of such failure for 30 business days following notice to the
Company thereof.

                  "Incentive Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is intended to meet the requirements of Section
422 of the Code or any successor provision thereto.

                  "Non-Qualified Stock Option" shall mean an option granted
under Section 6(a) of the Plan that is not intended to be an Incentive Stock
Option. Any stock option granted by the Committee which is not designated an
Incentive Stock Option shall be deemed a Non-Qualified Stock Option.

                  "Option" shall mean an Incentive Stock Option or a
Non-Qualified Stock Option.



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                  "Other Stock-Based Award" shall mean any right granted under
Section 6(e) of the Plan.

                  "Participant" shall mean any individual granted an Award under
the Plan.

                  "Performance Award" shall mean any right granted under Section
6(d) of the Plan.

                  "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.

                  "Released Securities" shall mean securities that were
Restricted Securities but with respect to which all applicable restrictions have
expired, lapsed or been waived in accordance with the terms of the Plan or the
applicable Award Agreement.

                  "Restricted Securities" shall mean any Common Shares granted
under Section 6(c) of the Plan, any right granted under Section 6(c) of the Plan
that is denominated in Common Shares or any other Award under which issued and
outstanding Common Shares are held subject to certain restrictions.

                  "Rule 16b-3" shall mean Rule 16b-3 promulgated by the
Securities and Exchange Commission under the Exchange Act, or any successor rule
or regulation thereto as in effect from time to time.

                  "Stock Appreciation Right" shall mean any right granted under
Section 6(b) of the Plan.

                  SECTION 3. ADMINISTRATION. The Plan shall be administered by
the Committee. Subject to the terms of the Plan and applicable law, and in
addition to other express powers and authorizations conferred on the Committee
by the Plan, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to an
eligible Employee or other individual under the Plan; (iii) determine the number
and classification of Common Shares to be covered by (or with respect to which
payments, rights or other matters are to be calculated in connection with)
Awards; (iv) determine the terms and conditions of any Award; (v) determine
whether, to what extent, and under what circumstances Awards may be settled or
exercised in cash, Common Shares, other securities, other Awards or other
property, or canceled, forfeited or suspended, and the method or methods by
which Awards may be settled, exercised, canceled, forfeited or suspended; (vi)
determine requirements for the vesting of Awards or performance criteria to be
achieved in order for Awards to vest; (vii) determine whether, to what extent
and under what circumstances cash, Common Shares, other securities, other
Awards, other property and other amounts payable with respect to an Award under
the Plan shall be deferred either automatically or at the election of the holder
thereof or of the Committee; (viii) interpret and administer the Plan and any
instrument or agreement relating to, or Award made under, the Plan; (ix)
establish, amend, suspend or waive such rules and regulations and appoint such





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agents as it shall deem appropriate for the proper administration of the Plan;
and (x) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to the
Plan or any Award shall be within the sole discretion of the Committee, may be
made at any time and shall be final, conclusive and binding upon all Persons,
including the Company, any Affiliate, any Participant, any holder or beneficiary
of any Award, any shareholder and any Employee. Notwithstanding the foregoing,
the maximum number of Awards which may be granted to any one Participant under
this Plan shall not exceed 150,000 Common Shares, subject to the adjustments
provided in Section 4(b) hereof and no Awards under this Plan shall be granted
after June 30, 2005.

                  SECTION 4. COMMON SHARES AVAILABLE FOR AWARDS.

                  (a) Common Shares Available. Subject to adjustment as provided
in Section 4(b):

                           (i) Calculation of Number of Common Shares Available.
                  The number of Common Shares available for granting Awards
                  under the Plan shall be 500,000, any or all of which may be or
                  may be based on Common Stock, any other security which becomes
                  the subject of Awards, or any combination thereof. Initially
                  500,000 shares of Common Stock shall be reserved for Awards
                  hereunder. Further, if, after the effective date of the Plan,
                  any Common Shares covered by an Award granted under the Plan
                  or to which such an Award relates, are forfeited, or if an
                  Award otherwise terminates or is canceled without the delivery
                  of Shares or of other consideration, then the Common Shares
                  covered by such Award or to which such Award relates, or the
                  number of Common Shares otherwise counted against the
                  aggregate number of Common Shares available under the Plan
                  with respect to such Award, to the extent of any such
                  forfeiture, termination or cancellation, shall again be, or
                  shall become, available for granting Awards under the Plan.

                           (ii) ACCOUNTING FOR AWARDS. For purposes of this
                  Section 4.

                  (A) if an Award is denominated in or based upon Common Shares,
the number of Common Shares covered by such Award or to which such Award relates
shall be counted on the date of grant of such Award against the aggregate number
of Common Shares available for granting Awards under the Plan and against the
maximum number of Awards available to any Participant; and

                  (B) Awards not denominated in Common Shares may be counted
against the aggregate number of Common Shares available for granting Awards
under the Plan and against the maximum number of Awards available to any
participant in such amount and at such time as the Committee shall determine
under procedures adopted by the Committee consistent with the purposes of the
Plan;

PROVIDED, HOWEVER, that Awards that operate in tandem with (whether granted
simultaneously with or at a different time from), or that are substituted for,
other Awards may be counted or not counted under procedures adopted by the
Committee in order to avoid double counting. Any Common Shares that are
delivered by the Company, and any Awards that are granted by, or become



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obligations of, the Company, through the assumption by the Company or an
Affiliate of, or in substitution for, outstanding awards previously granted by
an acquired company shall, in the case of Awards granted to Participants who are
officers or directors of the Company for purposes of Section 16 of the Exchange
Act, be counted against the Common Shares available for granting Awards under
the Plan.

                           (iii) SOURCES OF COMMON SHARES DELIVERABLE UNDER
                  AWARDS. Any Common Shares delivered pursuant to an Award may
                  consist, in whole or in part, of authorized and unissued
                  Common Shares or of treasury Common Shares.

                  (b) ADJUSTMENTS. In the event that the Committee shall
determine that any dividend or other distribution (whether in the form of cash,
Common Shares, other securities or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase or exchange of Common Shares or other
securities of the Company, issuance of warrants or other rights to purchase
Common Shares or other securities of the Company, or other similar corporate
transaction or event affects the Common Shares such that an adjustment is
determined by the Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
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 Common Shares (or
other securities or property) which thereafter may be made the subject of
Awards, (ii) the number and kind of Common Shares (or other securities or
property) subject to outstanding Awards, and (iii) the grant or exercise price
with respect to any Award or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award; provided, however, that the
number of Common Shares subject to any Award denominated in Common Shares shall
always be a whole number.

                  In connection with any merger or consolidation in which the
Company is not the surviving corporation and which results in the holders of the
outstanding voting securities of the Company (determined immediately prior to
such merger or consolidation) owning less than a majority of the outstanding
voting securities of the surviving corporation (determined immediately following
such merger or consolidation), or any sale or transfer by the Company of all or
substantially all its assets or any tender offer or exchange offer for or the
acquisition, directly or indirectly, by any person or group of all or a majority
of the then outstanding voting securities of the Company, all outstanding
Options under the Plan shall become exercisable in full, notwithstanding any
other provision of the Plan or of any outstanding options granted thereunder, on
and after (i) the fifteenth day prior to the effective date of such merger,
consolidation, sale, transfer or acquisition or (ii) the date of commencement of
such tender offer or exchange offer, as the case may be. The provisions of the
foregoing sentence shall apply to any outstanding Options which are Incentive
Stock Options to the extent permitted by Section 422(d) of the Code and such
outstanding Options in excess thereof shall, immediately upon the occurrence of
the event described in clause (i) or (ii) of the foregoing sentence, be treated
for all purposes of the Plan as Non-Qualified Stock Options and shall be
immediately exercisable as such as provided in the foregoing sentence.

                  SECTION 5. ELIGIBILITY. Any Employee, including any officer or
employee-director of the Company or of any Affiliate, and any consultant of, or
other individual providing services to, the Company or any Affiliate shall be



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eligible to be designated a Participant. A non-employee director shall be
eligible to receive Non

Qualified Stock Options under the Plan.

                  SECTION 6. AWARDS.

                  (a) OPTIONS. The Committee is hereby authorized to grant to
eligible individuals options to purchase Common Shares (each, an "Option") which
shall contain the following terms and conditions and with such additional terms
and conditions, in either case not inconsistent with the provisions of the Plan,
as the Committee shall determine:

                           (i) EXERCISE PRICE. The purchase price per Common
                  Share purchasable under an Option shall be determined by the
                  Committee; provided, however, that such purchase price shall
                  not be less than the Fair Market Value of a Common Share on
                  the date of grant of such Option, or such other price as
                  required under Subsection 6(a)(iv) hereof.

                           (ii) TIME AND METHOD OF EXERCISE. Subject to the
                  terms of Section 6(a)(iii), the Committee shall determine the
                  time or times at which an Option may be exercised in whole or
                  in part, and the method or methods by which, and the form or
                  forms (including, without limitation, cash, Common Shares,
                  outstanding Awards, or other property, or any combination
                  thereof, having a Fair Market Value on the exercise date equal
                  to the relevant exercise price) in which, payment of the
                  exercise price with respect thereto may be made or deemed to
                  have been made.

                           (iii) EXERCISABILITY UPON DEATH, RETIREMENT AND
                  TERMINATION OF EMPLOYMENT. Subject to the condition that no
                  Option may be exercised in whole or in part after the
                  expiration of the Option period specified in the applicable
                  Award Agreement:

                  (A) Subject to the terms of paragraph (D) below, upon the
death of a Participant while employed or within 3 months of retirement or
disability as defined in paragraph (B) below, the person or persons to whom such
Participant's rights with respect to any Option held by such Participant are
transferred by will or the laws of descent and distribution may, prior to the
expiration of the earlier of: (1) the outside exercise date determined by the
Committee at the time of granting the Option, or (2) nine months after such
Participant's death, purchase any or all of the Common Shares with respect to
which such Participant was entitled to exercise such Option immediately prior to
such Participant's death, and any Options not so exercisable will lapse on the
date of such Participant's death;

                  (B) Subject to the terms of paragraph (D) below, upon
termination of a Participant's employment with the Company (x) as a result of
retirement pursuant to a retirement plan of the Company or an Affiliate or
disability (as determined by the Committee) of such Participant, (y) by the
Company other than for Cause, or (z) by the Participant with Good Reason, such
Participant may, prior to the expiration of the earlier of: (1) the outside



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exercise date determined by the Committee at the time of granting the Option, or
(2) three months after the date of such termination, purchase any or all of the
Common Shares with respect to which such Participant was entitled to exercise
any Options immediately prior to such termination, and any Options not so
exercisable will lapse on such date of termination;

                  (C) Subject to the terms of paragraph (D) below, upon
termination of a Participant's employment with the Company under any
circumstances not described in paragraphs (A) or (B) above, such Participant's
Options shall be canceled to the extent not theretofore exercised;

                  (D) Upon (i) the death of the Participant, or (ii) termination
of the Participant's employment with the Company (x) by the Company other than
for Cause (y) by the Participant with Good Reason or (z) as a result of
retirement or disability as defined in paragraph (B) above, the Company shall
have the right to cancel all of the Options such Participant was entitled to
exercise at the time of such death or termination (subject to the terms of
paragraphs (A) or (B) above) for a payment in cash equal to the excess, if any,
of the Fair Market Value of one Common Share on the date of death or termination
over the exercise price of such Option for one Common Share times the number of
Common Shares subject to the Option and exercisable at the time of such death or
termination; and

                  (E) Upon expiration of the respective periods set forth in
each of paragraphs (A) through (C) above, the Options of a Participant who has
died or whose employment has been terminated shall be canceled to the extent not
theretofore canceled or exercised.

                  (F) For purposes of paragraphs (A) through (D) above, the
period of service of an individual as a director or consultant of the Company or
an Affiliate shall be deemed the period of employment.

                           (iv) INCENTIVE STOCK OPTIONS. The following
                  provisions shall apply only to Incentive Stock Options granted
                  under the Plan:

                  (A) No Incentive Stock Option shall be granted to any eligible
Employee who, at the time such Option is granted, owns securities possessing
more than ten percent (10%) of the total combined voting power of all classes of
securities of the Company or of any Affiliate, except that such an Option may be
granted to such an Employee if at the time the Option is granted the option
price is at least one hundred ten percent (110%) of the Fair Market Value of the
Common Shares (determined in accordance with Section 2) subject to the Option,
and the Option by its terms is not exercisable after the expiration of five (5)
years from the date the Option is granted; and

                  (B) To the extent that the aggregate Fair Market Value of the
Common Shares with respect to which Incentive Stock Options (without regard to
this subsection) are exercisable for the first time by any individual during any
calendar year (under all plans of the Company and its Affiliates) exceeds
$100,000, such Options shall be treated as Non-Qualified Stock Options. This
subsection shall be applied by taking Options into account in the order in which
they were granted. If some but not all Options granted on any one day are
subject to this subsection, then such Options shall be apportioned between



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Incentive Stock Option and Non-Qualified Stock Option treatment in such manner
as the Committee shall determine. For purposes of this subsection, the Fair
Market Value of any Common Shares shall be determined, in accordance with
Section 2, as of the date the Option with respect to such Common Shares is
granted.

                           (v) TERMS AND CONDITIONS OF OPTIONS GRANTED TO
                  DIRECTORS. Notwithstanding any provision contained in the Plan
                  to the contrary, during any period when any member of the
                  Committee shall not be a "disinterested person" as defined in
                  Rule 16b-3, as such Rule was in effect at April 30, 1991,
                  then, the terms and conditions of Options granted under the
                  Plan to any director of the Company during such period shall
                  be as follows:

                  (A) The price at which each Common Share subject to an option
may be purchased shall, subject to any adjustments which may be made pursuant to
Section 4, in no event be less than the Fair Market Value of a Common Share on
the date of grant, and provided further that in the event the option is intended
to be an Incentive Stock Option and the optionee owns on the date of grant
securities possessing more than ten percent (10%) of the total combined voting
power of all classes of securities of the Company or of any Affiliate, the price
per share shall not be less than one hundred ten percent (110%) of the Fair
Market Value per Common Share on the date of grant.

                  (B) The Option may be exercised to purchase Common Shares
covered by the Option not sooner than six (6) months following the date of
grant. The Option shall terminate and no Common Shares may be purchased
thereunder more than ten (10) years after the date of grant, provided that if
the Option is intended to be an Incentive Stock Option and the Optionee owns on
the date of grant securities possessing more than ten percent (10%) of the total
combined voting power of all classes of securities of the Company or of any
Affiliate, the Option shall terminate and no Common Shares may be purchased
thereunder more than five (5) years after the date of grant.

                  (C) The maximum number of Common Shares which may be subject
to options granted to all directors pursuant to this Section 5(j) shall be
500,000 shares in the aggregate. The maximum number of Common Shares which may
be subject to options granted to any director of the Company shall be 150,000
shares.

                  (b) STOCK APPRECIATION RIGHTS. The Committee is hereby
authorized to grant to eligible Employees "Stock Appreciation Rights." Each
Stock Appreciation Right shall consist of a right to receive the excess of (i)
the Fair Market Value of one Common Share on the date of exercise or, if the
Committee shall so determine in the case of any such right other than one
related to any Incentive Stock Option, at any time during a specified period
before or after the date of exercise over (ii) the grant price of the right as
specified by the Committee, which shall not be less than one hundred percent
(100%) of the Fair Market Value of one Common Share on the date of grant of the
Stock Appreciation Right (or, if the Committee so determines, in the case of any
Stock Appreciation Right retroactively granted in tandem with or in substitution
for another Award, on the date of grant of such other Award). Subject to the
terms of the Plan and any applicable Award Agreement, the grant price, term,
methods of exercise, methods of settlement, and any other terms and conditions
of any Stock Appreciation Right granted under the Plan shall be as determined by
the Committee. The Committee may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right as it may deem appropriate.



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                  (c) RESTRICTED SECURITIES.

                           (i) ISSUANCE. The Committee is hereby authorized to
                  grant to eligible Employees "Restricted Securities" which
                  shall consist of the right to receive, by purchase or
                  otherwise, Common Shares which are subject to such
                  restrictions as the Committee may impose (including, without
                  limitation, any limitation on the right to vote such Common
                  Shares or the right to receive any dividend or other right or
                  property), which restrictions may lapse separately or in
                  combination at such time or times, in such installments or
                  otherwise, as the Committee may deem appropriate.

                           (ii) REGISTRATION. Restricted Securities granted
                  under the Plan may be evidenced in such manner as the
                  Committee may deem appropriate, including, without limitation,
                  book-entry registration or issuance of a stock certificate or
                  certificates. In the event any stock certificate is issued in
                  respect of Restricted Securities granted under the Plan, such
                  certificate 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
                  Securities.

                           (iii) FORFEITURE. Except as otherwise determined by
                  the Committee, upon termination of a Participant's employment
                  for any reason during the applicable restriction period, all
                  of such Participant's Restricted Securities which had not
                  become Released Securities by the date of termination of
                  employment shall be forfeited and reacquired by the Company;
                  provided, however, that the Committee may, when it finds that
                  a waiver would be in the best interests of the Company, waive
                  in whole or in part any or all remaining restrictions with
                  respect to such Participant's Restricted Securities.
                  Unrestricted Common Shares, evidenced in such manner as the
                  Committee shall deem appropriate, shall be issued to the
                  holder of Restricted Securities promptly after such Restricted
                  Securities become Released Securities.

                  (d) PERFORMANCE AWARDS. The Committee is hereby authorized to
grant to eligible Employees "Performance Awards." Each Performance Award shall
consist of a right, (i) denominated or payable in cash, Common Shares, other
securities or other property (including, without limitation, Restricted
Securities), and (ii) which shall confer on the holder thereof rights valued as
determined by the Committee and payable to, or exercisable by, the holder of the
Performance Award, in whole or in part, upon the achievement of such performance
goals during such performance periods as the Committee shall establish. Subject
to the terms of the Plan and any applicable Award Agreement, the performance
goals to be achieved during any performance period, the length of any
performance period, the amount of any Performance Award granted, the termination
of a Participant's employment and the amount of any payment or transfer to be
made pursuant to any Performance Award shall be determined by the Committee and
by the other terms and conditions of any Performance Award. The Committee shall
issue performance goals prior to the commencement of the performance period to
which such performance goals pertain.

                  (e) OTHER STOCK-BASED AWARDS. The Committee is hereby
authorized to grant to eligible Employees "Other Stock Based Awards." Each Other
Stock-Based Award shall consist of a right (i) which is other than an Award or



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right described in Section 6(a), (b), (c) or (d) above and (ii) which is
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Common Shares (including, without limitation,
securities convertible into Common Shares) as are deemed by the Committee to be
consistent with the purposes of the Plan; provided, however, that such right
shall comply, to the extent deemed desirable by the Committee, with Rule 16b-3
and applicable law. Subject to the terms of the Plan and any applicable Award
Agreement, the Committee shall determine the terms and conditions of Other
Stock-Based Awards. Common Shares or other securities delivered pursuant to a
purchase right granted under this Section 6(e) shall be purchased for such
consideration, which may be paid by such method or methods and in such form or
forms, including, without limitation, cash, Common Shares, other securities,
other Awards, other property, or any combination thereof, as the Committee shall
determine.

                  (f) GENERAL.

                           (i) NO CASH CONSIDERATION FOR AWARDS. Awards may be
                  granted for no cash consideration or for such minimal cash
                  consideration as may be required by applicable law.

                           (ii) AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER.
                  Awards 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, except that in no event
                  shall an Incentive Stock Option be granted together with a
                  Non-Qualified Stock Option in such a manner that the exercise
                  of one Option affects the right to exercise the other. Awards
                  granted in addition to or in tandem with other Awards may be
                  granted either at the same time as or at a different time from
                  the grant of such other awards.

                           (iii) FORMS OF PAYMENT UNDER AWARDS. Subject to the
                  terms of the Plan and of any applicable Award Agreement,
                  payments or transfers to be made by the Company or an
                  Affiliate upon the grant, exercise or payment of an Award may
                  be made in such form or forms as the Committee shall
                  determine, including, without limitation, cash, Common Shares,
                  other securities, other Awards, or other property, or any
                  combination thereof, and may be made in a single payment or
                  transfer, 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. In
                  accordance with the above, the Committee may elect (i) to pay
                  a Participant (or such Participant's permitted transferee)
                  upon the exercise of an Option in whole or in part, in lieu of
                  the exercise thereof and the delivery of Common Shares
                  thereunder, an amount of cash equal to the excess, if any, of
                  the Fair Market Value of one Common Share on the date of such
                  exercise over the exercise price of such Option for one Common
                  Share times the number of Common Shares subject to the Option
                  or portion thereof so exercised or (ii) to settle other stock
                  denominated Awards in cash.



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                           (iv) LIMITS ON TRANSFER OF AWARDS.

                  (A) No award (other than Released Securities), and no right
under any such Award, may be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by a Participant otherwise than by will or
by the laws of descent and distribution (or, in the case of Restricted
Securities, to the Company) and any such purported assignment, alienation,
pledge, attachment, sale or other transfer or encumbrance shall be void and
unenforceable against the Company or any Affiliate.

                  (B) Each award, and each right under any Award, shall be
exercisable during the Participant's lifetime only by the Participant or, if
permissible under applicable law, by the Participant's guardian or legal
representative.

                           (v) TERMS OF AWARDS. The term of each Award shall be
                  for such period as may be determined by the Committee;
                  provided, however, that in no event shall the term of any
                  Option exceed a period of ten years from the date of its
                  grant.

                           (vi) RULE 16B-3 SIX-MONTH LIMITATIONS. To the extent
                  required in order to maintain the exemption provided under
                  Rule 16b-3 only, any equity security offered pursuant to the
                  Plan must be held for at least six months after the date of
                  grant, and with respect to any derivative security issued
                  pursuant to the Plan, at least six months must elapse from the
                  date of acquisition of such derivative security to the date of
                  disposition of the derivative security (other than upon
                  exercise or conversion) or its underlying equity security.
                  Terms used in the preceding sentence shall, for the purposes
                  of such sentence only, have the meanings, if any, assigned or
                  attributed to them under Rule 16b-3.

                           (vii) COMMON SHARE CERTIFICATES. All certificates for
                  Common Shares delivered under the Plan pursuant to any Award
                  of the exercise thereof shall be subject to such stop transfer
                  orders and other restrictions as the Committee may deem
                  advisable under the Plan or the rules, regulations, and other
                  requirements of the Securities and Exchange Commission, any
                  stock exchange upon which such Common Shares are then listed,
                  and any applicable Federal or state securities laws, and the
                  Committee may cause a legend or legends to be put on any such
                  certificates to make appropriate reference to such
                  restrictions.

                           (viii) DELIVERY OF COMMON SHARES OR OTHER SECURITIES
                  AND PAYMENT BY PARTICIPANT OF CONSIDERATION. No Common Shares
                  or other securities shall be delivered pursuant to any Award
                  until payment in full of any amount required to be paid
                  pursuant to the Plan or the applicable Award Agreement is
                  received by the Company. Such payment may be made by such
                  method or methods and in such form or forms as the Committee
                  shall determine, including, without limitation, cash, Common
                  Shares, other securities, other Awards or other property, or
                  any combination thereof; provided that the combined value, as
                  determined by the Committee, of all cash and cash equivalents



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<PAGE>   12

                  and the Fair Market Value of any such Common Shares or other
                  property so tendered to the Company, as of the date of such
                  tender, is at least equal to the full amount required to be
                  paid pursuant to the Plan or the applicable Award Agreement to
                  the Company.

                  SECTION 7. AMENDMENTS; ADJUSTMENTS AND TERMINATION. Except to
the extent prohibited by applicable law and unless otherwise expressly provided
in an Award Agreement or in the Plan:

                  (a) AMENDMENTS TO THE PLAN. The Board may amend, alter,
suspend, discontinue, or terminate the Plan without the consent of any
stockholder, Participant, other holder or beneficiary of an Award, or other
Person; provided, however, that, subject to the Company's rights to adjust
Awards under Sections 7(c) and (d), any amendment, alteration, suspension,
discontinuation, or termination that would impair the rights of any Participant,
or any other holder or beneficiary of any Award theretofore granted, shall not
to that extent be effective without the consent of such Participant, other
holder or beneficiary of an Award, as the case may be; and provided further,
however, that notwithstanding any other provision of the Plan or any Award
Agreement, without the approval of the stockholders of the Company no such
amendment, alteration, suspension, discontinuation, or termination shall be made
that would:

                           (i) increase the total number of Common Shares
                  available for Awards under the Plan, except as provided in
                  Section 4 hereof; or

                           (ii) otherwise cause the Plan to cease to comply with
                  any tax or regulatory requirement, including for these
                  purposes any approval or other requirement which is or would
                  be a prerequisite for exemptive relief from Section 16(b) of
                  the Exchange Act.

                  (b) AMENDMENTS TO AWARDS. The Committee may waive any
conditions or rights under, amend any terms of, or alter, suspend, discontinue,
cancel or terminate, any Award theretofore granted, prospectively or
retroactively; provided, however, that, subject to the Company's rights to
adjust Awards under Sections 7(c) and (d), any amendment, alteration,
suspension, discontinuation, cancellation or termination that would impair the
rights of any Participant or holder or beneficiary of any Award theretofore
granted, shall not to that extent be effective without the consent of such
Participant or holder or beneficiary of an Award, as the case may be.

                  (c) ADJUSTMENT OF AWARDS UPON CERTAIN ACQUISITIONS. In the
event the Company or any Affiliate shall assume outstanding employee awards or
the right or obligation to make future such awards in connection with the
acquisition of another business or another corporation or business entity, the
Committee may make such adjustments, not inconsistent with the terms of the
Plan, in the terms of Awards as it shall deem appropriate in order to achieve
reasonable comparability or other equitable relationship between the assumed
awards and the Awards granted under the Plan as so adjusted.

                  (d) ADJUSTMENTS OF AWARDS UPON THE OCCURRENCE OF CERTAIN
UNUSUAL OR NON-RECURRING EVENTS. The Committee is hereby authorized to make
adjustments in the terms and conditions of, and the criteria included in, Awards
in recognition of unusual or non-recurring events (including, without
limitation, the events described in Section 4(b) hereof) affecting the Company,



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<PAGE>   13

any Affiliate, or the financial statements of the Company or any Affiliate, or
of changes in applicable laws, regulations, or accounting principles, whenever
the Committee determines that such adjustments are appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan.

                  SECTION 8. GENERAL PROVISIONS.

                  (a) NO RIGHTS TO AWARDS. No Employee or other Person shall
have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Employees, or holders or beneficiaries
of Awards under the Plan. The terms and conditions of Awards need not be the
same with respect to each recipient.

                  (b) DELEGATION. Subject to the terms of the Plan and
applicable law, the Committee may delegate to one or more officers or managers
of the Company or any Affiliate, or to a committee of such officers or managers,
the authority, subject to such terms and limitations as the Committee shall
determine, to grant Awards to, or to cancel, modify, waive rights with respect
to, alter, discontinue, suspend, or terminate Awards; provided, however, that,
no such delegation shall be permitted with respect to Awards held by Employees
who are officers or directors of the Company for purposes of Section 16 of the
Exchange Act, or any successor section thereto or who are otherwise subject to
such Section.

                  (c) CORRECTION OF DEFECTS, OMISSIONS, AND INCONSISTENCIES. The
Committee may correct any defect, supply any omission, or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem desirable to carry the Plan into effect.

                  (d) WITHHOLDING. The Company or any Affiliate shall be
authorized to withhold from any Award granted, from any payment due or transfer
made under any Award or under the Plan or from any compensation or other amount
owing to a Participant the amount (in cash, Common Shares, other securities,
other Awards, or other property) of withholding taxes due in respect of an
Award, its exercise, or any payment or transfer under such Award or under the
Plan and to take such other action as may be necessary in the opinion of the
Company or Affiliate to satisfy all obligations for the payment of such taxes.

                  (e) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing
contained in the Plan shall prevent the Company or any Affiliate from adopting
or continuing in effect other or additional compensation arrangements, and such
arrangements may be either generally applicable or applicable only in specific
cases.

                  (f) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate. Further, the Company or an Affiliate may at any time
dismiss a Participant from employment, free from any liability, or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement.

                  (g) GOVERNING LAW. The validity, construction and effect of
the Plan and any rules and regulations relating to the Plan shall be determined
in accordance with the laws of the State of Delaware and applicable Federal law.




                                       13
<PAGE>   14

                  (h) SEVERABILITY. If any provision of the Plan or any Award is
or becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction or as to any Person or 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 or
the Award, such provision shall be stricken as to such jurisdiction, Person or
Award and the remainder of the Plan and any such Award shall remain in full
force and effect.

                  (i) NO TRUST OR FUND CREATED. Neither the Plan nor any Award
shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.

                  (j) NO FRACTIONAL COMMON SHARES. No fractional Common Shares
shall be issued or delivered pursuant to the Plan or any Award, and the
Committee shall determine whether cash, other securities, or other property
shall be paid or transferred in lieu of any fractional Common Shares or whether
such fractional Common Shares or any rights thereto shall be canceled,
terminated, or otherwise eliminated.

                  (k) HEADINGS. Headings are given to the Sections and
subsections of the 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 the Plan or any provision thereof.

                  SECTION 9. ADOPTION, APPROVAL AND EFFECTIVE DATE OF THE PLAN.
The Plan shall be considered adopted and shall become effective on the date the
Plan is approved by the Board; provided, however, that the Plan and any Awards
granted under the Plan shall be void, if the stockholders of the Company shall
not have approved the adoption of the Plan within twelve (12) months after the
effective date, by a majority of votes cast thereon at a meeting of stockholders
duly called and held for such purpose.



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