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                                                                 EXHIBIT 10.20




                             1995 STOCK OPTION PLAN
                                       OF
                             U.S. TRUST CORPORATION

                     AS ADOPTED EFFECTIVE SEPTEMBER 1, 1995



1.       PURPOSE

         The purpose of the 1995 Stock Option Plan of U.S. Trust Corporation is
to advance and promote the interests of U.S. Trust Corporation and its
Affiliated Companies by encouraging and enabling their officers to acquire
common shares of U.S. Trust Corporation. The Plan is intended as a means of
attracting and retaining outstanding management and promoting a close identity
of interest between management and U.S. Trust Corporation's shareholders.

2.       DEFINITIONS

         As used herein, the following terms shall have the following meanings:

         "AFFILIATED COMPANIES" shall mean United States Trust Company of New
York, and each other direct or indirect subsidiary of the Corporation.

         "BENEFICIARY" shall mean the person or persons designated by an
Eligible Employee in accordance with Section 9 to exercise any Option, or to
receive any amount, payable under the Plan upon the Eligible Employee's death.

         "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Corporation.

         "CHANGE IN CONTROL" shall mean that any of the following events has
occurred:

                  (i)  20% or more of the Common Shares has been acquired by
         any person (as defined by Section 3(a)(9) of the Securities Exchange
         Act of 1934) other than directly from the Corporation;

                 (ii)  there has been a merger or equivalent combination after
         which 49% or more of the voting shares of the surviving corporation is
         held by persons other than former shareholders of the Corporation; or





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                 (iii)  20% or more of the directors elected by shareholders to
         the Board of Directors are persons who were not nominated by the Board
         of Directors or the Executive Committee of the Board of Directors in
         the most recent proxy statement of the Corporation;

provided, however, that notwithstanding anything in the Plan to the contrary,
no Change in Control shall be deemed to have occurred, and no rights arising
upon a Change in Control as provided in Sections 5(e)(v) or 5(i) shall exist,
to the extent that the Board of Directors so directs by resolution adopted
prior to the Change in Control, or not later than 45 days after the Change in
Control if the percentage of Common Shares acquired or directors elected under
clause (i) or (iii) of the foregoing definition of Change in Control shall be
at least 20% but less than 25%.  Any resolution of the Board of Directors
adopted in accordance with the provisions of this definition directing that a
Change in Control shall be deemed not to have occurred for purposes of this
Plan and that Sections 5(e)(v) or 5(i) or either of such Sections shall not
become effective, may be rescinded or countermanded at any time with or without
retroactive effect.

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

         "COMMITTEE" shall mean the Compensation and Benefits Committee of the 
Board of Directors.

         "COMMON SHARES" shall mean the common shares ($1.00 par value per
share) of the Corporation.

         "CORPORATION" shall mean U.S. Trust Corporation.

         "DETERMINED VALUE" shall mean (i) the highest price per Common Share
paid in connection with any Change in Control (including, without limitation,
prices paid in any subsequent merger or combination with any entity that
acquires control of the Corporation), or (ii) in the case of a Change in
Control occurring as a result of an event described in clause (iii) of the
definition of a Change in Control contained in this Section 2, the Average
Market Value of a Common Share during the 30- day period ending on the day
preceding the occurrence of such Change in Control. For this purpose, the
"Average Market Value" of a Common Share during such period shall mean the
average of the mean between the per-share high and low prices for the
Corporation's Common Shares on each day during such period, as quoted on the
NASDAQ National Market System, or, if the Corporation's Common Shares are not
traded on such system, on such other securities market or securities exchange
on which such shares are traded as the Committee shall determine.

         "ELIGIBLE EMPLOYEE" shall mean any officer of the Corporation or any
of its Affiliated Companies at or above the rank of Vice President.

         "INCENTIVE STOCK OPTION" shall mean an option to purchase Common
Shares that qualifies as an incentive stock option within the meaning of
section 422 of the Code.





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         "NONQUALIFIED STOCK OPTION" shall mean an option to purchase Common
Shares that does not qualify as an Incentive Stock Option.

         "OPTION" shall mean an Incentive Stock Option or a Nonqualified Stock
Option granted to an Eligible Employee under the Plan.

         "OPTION HOLDER shall mean any Eligible Employee to whom an Option has
been granted, or with respect to any Option held by an Eligible Employee at the
date of his or her death, the Eligible Employee's Beneficiary.

         "PLAN" shall mean the 1995 Stock Option Plan of U.S. Trust
Corporation, as set forth herein and as amended from time to time.

         "RETIREMENT" shall mean an Eligible Employee's termination of
employment with the Corporation and its Affiliated Companies for any reason
other than death if, as of the date of the Eligible Employee's termination of
employment, (i) the Eligible Employee has attained age 65 or (ii) (A) the sum
of Participant's age and the number of his or her "Years of Service", as
defined in the 401(k) Plan and ESOP of United States Trust Company of New York
and Affiliated Companies, is at least equal to 80, and (B) the Committee has
consented to treating such termination of employ ment as a "Retirement" for
purposes of the Plan.

         "VESTED PORTION" and "NON-VESTED PORTION" shall mean, respectively,
with respect to any Option as of any date, the portion of such Option that is
exercisable on such date, and the portion of such Option that is not
exercisable on such date, under the terms of the Plan and the Option.

3.       MAXIMUM NUMBER OF COMMON SHARES
         AVAILABLE FOR OPTIONS

         Notwithstanding any other provision of the Plan, the aggregate number
of Common Shares that may be issued pursuant to Options granted under the Plan
shall be limited to 850,000 Common Shares.  In the event any Option granted
under the Plan shall expire or the Non-Vested Portion of any Option shall be
forfeited, the number of Common Shares no longer subject to such Option shall
be available for new grants of Options under the Plan.  In the event of a
cancellation of an Option as provided in Section 5(i), the number of Common
Shares as to which such Option was canceled shall not again become available
for use under the Plan. The limitation provided under this Section 3 shall be
subject to adjustment as provided in Section 6.

         The Common Shares distributed under the Plan may be authorized and
unissued shares, shares held in the treasury of the Corporation, or shares
purchased on the open market by the Corporation at such time or times and in
such manner as it may determine.





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4.       GRANT OF OPTIONS

         Subject to the provisions of the Plan, the Committee shall determine
and designate from time to time those Eligible Employees to whom Incentive
Stock Options, or Nonqualified Stock Options, or both, are to be granted and
the number of Common Shares that may be purchased under each Option so granted;
provided, however, that (i) the aggregate fair market value (determined at the
time the Option is granted) of the Common Shares with respect to which
Incentive Stock Options are exercisable for the first time by any Eligible
Employee during any calendar year (under all incentive stock option plans of
the Eligible Employee's employer corporation and its parent and subsidiary
corporations) shall not exceed $100,000; and (ii) the total number of Common
Shares with respect to which Options may be granted to any Eligible Employee
during any calendar year shall not exceed 100,000 Common Shares.

         No Incentive Stock Option may be granted under this Plan after the
expiration of 10 years from the Effective Date of the Plan specified in Section
16, unless the shareholders of the Corporation shall have approved an extension
of the period for granting Incentive Stock Options under this Plan beyond such
date.

5.       TERMS AND CONDITIONS OF OPTIONS

         Each Option granted under the Plan shall be evidenced in writing in a
form approved by the Committee, and shall contain the following terms and
conditions, and such other terms and conditions as the Committee may deem
appropriate:

         (a)  OPTION TERM.  Each Option shall specify the period during which
the Option may be exercised (the "Option Term").  The Option shall provide that
the Option shall expire at the end of the Option Term. The Committee may extend
the Option Term, provided, however, that in the case of any Option that the
Committee previously determined to constitute an Incentive Stock Option, no
such extension shall be made to the extent it would disqualify the Option as an
Incentive Stock Option.  In no case shall the Option Term, including any such
extensions, end later than (i) ten years from the date of grant, or (ii) in the
case of Incentive Stock Options granted to an Eligible Employee who, at the
time the Incentive Stock Option is granted, owns shares possessing more than 10
percent of the total combined voting power of all classes of shares of his or
her employer corporation or of its parent or subsidiary corporation (a "Ten
Percent Shareholder"), five years from the date of grant.

         (b)  PURCHASE PRICE.  The price per Common Share at which Common
Shares subject to any Option may be purchased shall be determined by the
Committee at the time any Option is granted, and shall be not less than (i) the
fair market value, or (ii) in the case of Incentive Stock Options granted to a
Ten Percent Shareholder, 110 percent of the fair market value (but in no event
less than the par value) of a Common Share on the date the Option is granted,
as determined by the Committee.





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         (c)  EXERCISE OF OPTION.  Except as otherwise provided under the Plan,
no part of any Option may be exercised until the Eligible Employee to whom the
Option was granted shall have remained in the employ of the Corporation or any
of its Affiliated Companies for such period after the date on which the Option
is granted as the Committee may specify in the Option, and the Option may
provide for exercisability in installments.

         (d)  PAYMENT OF PURCHASE PRICE UPON EXERCISE.  Each Option shall
provide that the purchase price of the Common Shares as to which an Option
shall be exercised shall be paid to the Corporation at the time of exercise
either in cash or in such other consideration as the Committee deems
appropriate, including, but not limited to, Common Shares already owned by the
Option Holder having a total fair market value, as determined by the Committee,
equal to the purchase price, or a combination of cash and Common Shares having
a total fair market value, as so determined, equal to the purchase price.  The
Committee in its sole discretion may also provide that the purchase price may
be paid by delivering a properly executed exercise notice in a form approved by
the Committee together with irrevocable instructions to a broker to promptly
deliver to the Corporation the amount of the applicable sale or loan proceeds
to pay the purchase price.

         (e)  EXERCISE IN THE EVENT OF TERMINATION OF EMPLOYMENT OR CHANGE IN
CONTROL.  In the event an Eligible Employee's employment with the Corporation
and its Affiliated Companies should terminate, or if a Change in Control should
occur, Options granted to the Eligible Employee may be exercised in accordance
with the following provisions:

                   (i)    If an Eligible Employee's employment terminates as a
         result of Retirement, such Eligible Employee shall be entitled to
         exercise each Option held by the Eligible Employee at the date of his
         or her termination of employment (A) with respect to the Vested
         Portion of such Option, at any time or from time to time during his or
         her Post-Termination Exercise Period (as defined below) and (B) with
         respect to the Non-Vested Portion of such Option, at any time or from
         time to time on or after the date or dates during the Eligible
         Employee's Post-Termination Exercise Period on which such portion of
         the Option becomes exercisable under the terms of the Option. If such
         Eligible Employee should die prior to the end of his or her
         Post-Termination Exercise Period, the Non-Vested Portion, if any, of
         each Option held by the Eligible Employee at the date of his or her
         death shall cease to be exercisable, and shall be forfeited, as of
         such date; and the Vested Portion of each such Option may be exercised
         by the Eligible Employee's Beneficiary at any time or from time to
         time after the Eligible Employee's death until the earlier of the
         second anniversary of such date or the date on which the Option Term
         for such Option expires.

                  (ii)    If an Eligible Employee's employment terminates for
         any reason other than Retirement, the Non-Vested Portion of each
         Option held by the Eligible Employee at the date of his or her
         termination of employment shall cease to be exercisable, and shall be
         forfeited, as of such date; and the Eligible Employee may exercise the
         Vested Portion of each such Option at any time and from time to time
         during his or her Post-Termination Exercise Period.





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         If an Eligible Employee whose employment has terminated as a result of
         permanent disability should die before the end of his or her
         Post-Termination Exercise Period, the Vested Portion of each Option
         held by the Eligible Employee at the date of his or her death shall
         continue to be exercisable by the Eligible Employee's Beneficiary at
         any time or from time to time after the date of the Eligible
         Employee's death until the earlier of the second anniversary of such
         date or the date on which the Option Term for such Option expires.

                 (iii)    Notwithstanding the foregoing, the Committee may, in
         its sole discretion, determine that any part or all of the Non-Vested
         Portion of any Option held by an Eligible Employee at the date of his
         or her termination of employment shall not be forfeited, and may
         continue to be exercised by the Eligible Employee (or in the event of
         his or her death by his or her Beneficiary) for such period after such
         date and prior to the expiration of the Option Term for such Option,
         as the Committee shall specify in such determination.

                  (iv)    For purposes of the foregoing, an Eligible Employee's
         Post-Termination Exercise Period shall mean the period beginning on
         the date of his or her termination of employment and ending (A) on the
         fifth anniversary of such date, if the Eligible Employee's employment
         has terminated as a result of Retirement, (B) on the second
         anniversary of such date, if the Eligible Employee's employment has
         terminated as a result of his or her death, (C) on the first
         anniversary of such date, if the Eligible Employee's employment has
         terminated as a result of his or her permanent disability, (D) on the
         90th day following such date, if the Eligible Employee's employment
         has terminated for any reason other than Retirement, death or
         permanent disability. Notwithstanding the foregoing, an Eligible
         Employee's Post-Termination Exercise Period with respect to any Option
         shall end no later than the date on which the Option Term for such
         Option expires.

                   (v)    Notwithstanding any other provision herein to the
         contrary (but subject to the proviso contained in the definition of
         "Change in Control" in Section 2), upon the occurrence of a Change in
         Control, the Non-Vested Portion of any Option held by an Eligible
         Employee who is in the employ of the Corporation or any of its
         Affiliated Companies on the date on which such Change in Control
         occurs, and the Non-Vested Portion of any Option held on such date by
         any Eligible Employee whose employment terminated prior to such date
         as a result of Retirement, shall become immediately and fully
         exercisable.

         (f) NONTRANSFERABILITY OF OPTIONS.  Any Option granted to an Eligible
Employee under the Plan shall be nontransferable and may be exercised during
the Eligible Employee's lifetime only by the Eligible Employee.

         (g)  INVESTMENT REPRESENTATION.  Each Option may provide that, upon
demand by the Committee for such a representation, the Option Holder shall
deliver to the Committee, at the time of any exercise of an Option or portion
thereof, a written representation that the shares to be acquired upon such
exercise are to be acquired for investment and not for resale or with a view to
the





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distribution thereof.  Upon such demand, delivery of such representation prior
to the delivery of any Common Shares issued upon exercise of an Option shall be
a condition precedent to the right of the Option Holder to purchase any Common
Shares.  In the event certificates are delivered for any Common Shares with
respect to which such an investment representation has been obtained, the
Committee may cause a legend or legends to be placed on such certificates to
make appropriate reference to such representation and to restrict transfer in
the absence of compliance with applicable federal or state securities laws.

         (h)  OTHER OPTION PROVISIONS.  Each Option may contain such other
provisions, not inconsistent with the provisions of the Plan, as the Committee
may, from time to time, determine. Without limiting the foregoing, the
Committee may require an Eligible Employee to agree, as a condition to
receiving an Option, that part or all of any Options previously granted to such
Eligible Employee be terminated; and the Committee may include in any Option
provisions under which the Option (including the Vested Portion thereof) may be
canceled by the Corporation at any time, and the Eligible Employee's right to
exercise the Option will thereupon be forfeited, in the event that the
Committee determines that: (i) the Eligible Employee has committed fraud,
embezzlement or other act of dishonesty involving the Corporation or any of its
Affiliated Companies, (ii) the Eligible Employee's employment has been
terminated as a result of discharge for cause, (iii) the Eligible Employee has
at any time furnished or divulged to any other person, corporation or business
entity, or has himself or herself used, any information of a proprietary nature
owned by the Corporation or any of its Affiliated Companies that is in the
nature of confidential business information or trade secrets, other than as
required in the course of his or her employment by the Corporation or any of
its Affiliated Companies, (iv) the Eligible Employee has at any time induced or
attempted to induce any officer of the Corporation or any of its Affiliated
Companies to terminate such officer's employment with the Corporation or any of
its Affiliated Companies; (v) the Eligible Employee has at any time induced or
attempted to induce any customer of, or any other person or entity having
business relations with the Corporation or any of its Affiliated Companies to
terminate or curtail such relationship with the Corporation or any of its
Affiliated Companies; or (vi) the Eligible Employee has at any time engaged in
any other conduct directly and materially detrimental to the business of the
Corporation or any of its Affiliated Companies.  Each Option shall also specify
that the Option granted thereunder shall be subject to all applicable
provisions of the Plan.

         (i)  CANCELLATION OF OPTIONS UPON A CHANGE IN CONTROL.  Upon the
occurrence of a Change in Control, all Options that have not been fully
exercised, or that have not expired or that have not been forfeited, prior to
the date of such Change in Control shall be cancelled.  In the event of any
such cancellation, the Corporation's obligation in respect of each such Option
shall be discharged by payment to the Eligible Employee of a single cash lump
sum (reduced by any taxes withheld pursuant to Section 8) in an amount equal to
the excess, if any, of the Determined Value of the Common Shares subject to the
Option or portion thereof so cancelled over the aggregate purchase price of
such shares as set forth in the Option; provided, however, that no such payment
shall be made with respect to any Option granted less than six months prior to
the date of such Change in Control to any Eligible Employee who is subject to
Section 16 of the Securities Exchange Act of





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1934.  All such amounts shall be payable as soon as practicable following the
Change in Control. In the case of any such Option that is to become exercisable
in full upon the occurrence of a Change in Control pursuant to Section 5(e)(v)
above, the holder of such Option shall be provided an opportunity to exercise
such option at such time prior to the time the Change in Control becomes
effective, and in accordance with such procedures, as the Committee shall
determine in its discretion.

6.       CERTAIN ADJUSTMENTS TO PLAN SHARES

         In the event of any change in the Common Shares by reason of any stock
dividend, recapitalization, reorganization, merger, consolidation, split-up,
combination or exchange of shares, or any rights offering to purchase Common
Shares at a price substantially below fair market value, or any similar change
affecting the Common Shares, the number and kind of shares available for the
grant of Options, and the number and kind of shares subject to outstanding
Options and the purchase price per share thereof shall be appropriately
adjusted consistent with such change in such manner as the Committee, in its
sole discretion, may deem equitable to prevent substantial dilution or
enlargement of the rights granted to, or available for, Option Holders
hereunder.  Any adjustment of an Incentive Stock Option pursuant to this
Section shall be made only to the extent it would not constitute a
"modification" of such Option within the meaning of section 424(h)(3) of the
Code. The Committee shall give notice to each Option Holder of any adjustment
made pursuant to this Section and, upon such notice, such adjustment shall be
effective and binding for all purposes.

7.       LISTING AND QUALIFICATION OF COMMON SHARES

         The Corporation, in its discretion, may postpone the issuance,
delivery, distribution or release of Common Shares upon any exercise of an
Option until completion of such stock exchange listing or other qualification
of such shares under any state or federal law, rule or regulation as the
Corporation may consider appropriate, and may require any Option Holder to make
such representa tions and furnish such information as it may consider
appropriate in connection with the issuance or delivery of the shares in
compliance with applicable laws, rules and regulations.

8.       TAXES

         The Corporation or any of its Affiliated Companies may make such
provisions and take such steps as it may deem necessary or appropriate for the
withholding of all federal, state and local taxes required by law to be
withheld with respect to Options granted under the Plan and the exercise
thereof including, but not limited to (i) deducting the amount so required to
be withheld from any other amount then or thereafter payable to an Option
Holder, and/or (ii) requiring an Option Holder to pay to the Corporation or any
of its Affiliated Companies the amount so required to be withheld as a
condition of the issuance, delivery, distribution or release of any Common
Shares.





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9.       DESIGNATION AND CHANGE OF BENEFICIARY

         Each Eligible Employee to whom an Option has been granted shall file
with the Committee a written designation of one or more persons as the
Beneficiary who shall be entitled to exercise any Options, or to receive any
amount, payable under the Plan upon his or her death.  An Eligible Employee
may, from time to time, revoke or change his or her Beneficiary designation
without the consent of any previously designated Beneficiary by filing a new
designation with the Committee. The last such designation received by the
Committee shall be controlling; provided, however, that no designation, or
change or revocation thereof, shall be effective unless received by the
Committee prior to the Eligible Employee's death, and in no event shall it be
effective as of a date prior to such receipt.  If at the date of an Eligible
Employee's death, there is no designation of a Beneficiary in effect for the
Eligible Employee pursuant to the provisions of this Section 9, or if no
Beneficiary designated by the Eligible Employee in accordance with the
provisions hereof survives to exercise any Options that become exercisable, or
to receive any amount that becomes payable, under the Plan by reason of the
Eligible Employee's death, the Eligible Employee's estate shall be treated as
the Eligible Employee's Beneficiary for all purposes.

10.      PAYMENTS TO PERSONS OTHER THAN OPTION HOLDER

         If the Committee shall find that any Option Holder to whom any amount,
or any Common Shares, is payable under the Plan is unable to care for his or
her affairs because of illness, accident or legal incapacity, then if the
Committee so directs, such amount, or such Common Shares, may be paid to such
Option Holder's spouse, child or other relative, an institution maintaining or
having custody of such person, or any other person deemed by the Committee to
be a proper recipient on behalf of such Option Holder, unless a prior claim
therefor has been made by a duly appointed legal representative of the Option
Holder.  Any payment made under this Section 10 shall be a complete discharge
of the liability of the Corporation with respect to such payment.

11.      RIGHTS OF OPTION HOLDERS

         An Option Holder's rights and interests under the Plan shall be
subject to the following provisions:

         (a)  An Option Holder shall have the status of a general unsecured
creditor of the Corporation with respect to his or her right to receive any
payment under the Plan.  The Plan shall constitute a mere promise by the
Corporation to make payments in the future of the benefits provided for herein.
It is intended that the arrangements reflected in this Plan for the making of
any payment required to be made hereunder shall be treated as unfunded for tax
purposes, as well as for purposes of any applicable provisions of Title I of
ERISA.





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         (b)  An Option Holder's rights to any payment under the Plan shall not
be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors of the
Option Holder or his or her beneficiary.

         (c)  Neither the Plan nor any action taken hereunder shall be
construed as giving any Option Holder any right to be retained in the
employment of the Corporation or any of its Affiliated Companies.

         (d)  An Option Holder shall not have any rights as a shareholder with
respect to any Common Shares that are subject to any Option held by the Option
Holder prior to the date as of which such shares are issued to the Option
Holder pursuant to his or her exercise of such Option.

12.      ADMINISTRATION

         The Plan shall be administered by the Committee.  A majority of the
members of the Committee shall constitute a quorum.  The Committee may act at a
meeting, including a telephone meeting, by action of a majority of the members
present, or without a meeting by unanimous written consent.  In addition to the
responsibilities and powers assigned to the Committee elsewhere in the Plan,
the Committee shall have the authority, in its discretion but subject to the
provisions of the Plan, to:

                   (i)    select the Eligible Employees to whom Options are to
         be granted;

                  (ii)    determine the number of shares to be covered by each
         Option granted, the time or times when and the manner in which each
         Option may be exercised, and the purchase price per share at which
         each Option shall be exercised;

                 (iii)    determine whether an Option that is granted to an
         Eligible Employee shall constitute a Nonqualified Stock Option or an
         Incentive Stock Option;

                  (iv)    amend any Option, with the consent of the Option
         Holder;

                   (v)    establish from time to time guidelines or regulations
         for the administration of the Plan, interpret the Plan, cause
         appropriate records to be established, and make all determinations and
         take all other actions considered necessary or advisable for the admin
         istration of the Plan.

         All decisions, actions or interpretations of the Committee under the
Plan shall be final, conclusive and binding upon all parties.

         No member of the Committee shall be personally liable by reason of any
contract or other instrument executed by such member or on his or her behalf in
his or her capacity as a member of





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<PAGE>   11
the Committee nor for any mistake of judgment made in good faith, and the
Corporation shall indemnify and hold harmless each member of the Committee, and
each employee, officer, director or trustee of the Corporation or any of its
Affiliated Companies to whom any duty or power relating to the administration
or interpretation of the Plan may be allocated or delegated, against any cost
or expense (including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the Board of Directors) arising out
of any act or omission to act in connection with the Plan unless arising out of
such person's own fraud or bad faith.

13.      AMENDMENT OR TERMINATION

         Except as to matters that in the opinion of the Corporation's legal
counsel require shareholder approval, any provision of the Plan may be modified
as to an Option Holder by an individual agreement approved by the Board of
Directors.  The Board of Directors may, with prospective or retroactive effect,
amend, suspend or terminate the Plan or any portion thereof at any time;
provided, however, that (i) no amendment that would materially increase the
cost of the Plan to the Corporation may be made by the Board of Directors
without the approval of the shareholders of the Corporation and (ii) no
amendment, suspension or termination of the Plan shall deprive any Option
Holder of any rights to Options previously granted under the Plan without his
or her written consent. Any amendment that the Board of Directors would be
permitted to make pursuant to the preceding sentence may also be made by the
Committee where appropriate to facilitate the administration of the Plan or to
comply with applicable law or any applicable rules and regulations of
government authorities.

14.      SUCCESSOR CORPORATION

         The obligations of the Corporation under the Plan shall be binding
upon any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Corporation, or upon any successor
corporation or organization succeeding to substantially all of the assets and
business of the Corporation.  The Corporation agrees that it will make
appropriate provision for the preservation of Option Holders' rights under the
Plan in any agreement or plan which it may enter into or adopt to effect any
such merger, consolidation, reorganization or transfer of assets.

15.      GOVERNING LAW

         The Plan shall be governed by and construed in accordance with the
laws of the State of New York, without reference to the principles of conflicts
of law thereof.





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16.      EFFECTIVE DATE

         The Plan shall be effective as of September 1, 1995, subject, however,
to approval by the holders of a majority of the outstanding Common Shares of
the Corporation entitled to vote thereon at the first meeting of the
Corporation's shareholders to be held after September 1, 1995.  The Committee
may grant Options as provided herein prior to such shareholder approval,
subject to such approval being obtained at such first meeting.





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