RAWLINGS SPORTING GOODS COMPANY, INC.
                  1994 LONG-TERM INCENTIVE PLAN

     1.   PURPOSE.  The purpose of this 1994 Long-Term Incentive
Plan (the "Plan") of Rawlings Sporting Goods Company, Inc., a
Delaware corporation (the "Company"), is to advance the interests
of the Company and its stockholders by providing a means to
attract, retain, and reward executive and key employees of the
Company and its subsidiaries and to enable such employees to
acquire or increase a proprietary interest in the Company,
thereby promoting a closer identity of interests between such
employees and the Company's stockholders.

     2.   DEFINITIONS.  The definitions of awards under the Plan,
including Options, SARs (including Limited SARs), Restricted
Stock, Deferred Stock, Stock granted as a bonus or in lieu of
other awards, Dividend Equivalents, and Other Stock-Based Awards,
are set forth in Section 6 of the Plan.  Such awards, together
with any other right or interest granted to a Participant under
the Plan, are termed "Awards."  The definitions of terms relating
to a Change in Control of the Company are set forth in Section 8
of the Plan.  For purposes of the Plan, the following additional
terms shall be defined as set forth below:

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

          (b)  "Beneficiary" shall mean the person, persons,
     trust, or trusts which have been designated by a Participant
     in his or her most recent written beneficiary designation
     filed with the Committee to receive the benefits specified
     under this Plan upon such Participant's death or, if there
     is no designated Beneficiary or surviving designated
     Beneficiary, then the person, persons, trust, or trusts
     entitled by will or the laws of descent and distribution to
     receive such benefits.

          (c)  "Board" means the Board of Directors of the
     Company.

          (d)  "Code" means the Internal Revenue Code of 1986, as
     amended from time to time.  References to any provision of
     the Code shall be deemed to include regulations thereunder
     and successor provisions and regulations thereto.

          (e)  "Committee" means the Stock Option Committee of
     the Board, or such other Board committee as may be
     designated by the Board to administer the Plan; provided,
     however, that the Committee shall at all times after the
     Company has a class of equity securities registered under
     Section 12 of the Exchange Act consist of two or more
     directors, each of whom is a "disinterested person" within
     the meaning of Rule 16b-3 under the Exchange Act.

          (f)  "Exchange Act" means the Securities Exchange Act
     of 1934, as amended from time to time.  References to any
     provision of the Exchange Act shall be deemed to include
     rules thereunder and successor provisions and rules thereto.

          (g)  "Fair Market Value" means, with respect to Stock,
     Awards, or other property, the fair market value of such
     Stock, Awards, or other property determined by such methods
     or procedures as shall be established from time to time by
     the Committee.<PAGE>  Unless otherwise determined by the
     Committee, the Fair Market Value of Stock as of any given
     date shall mean the closing price of the Stock on the
     nearest day preceding the date on which such value is to be
     determined on which there was a trade, as reported for such
     day in the table entitled "NASDAQ National Market Issues"
     contained in THE WALL STREET JOURNAL or an equivalent
     successor table.

          (h)  "ISO" means any Option intended to be and
     designated as an incentive stock option within the meaning
     of Section 422 of the Code.

          (i)  "Participant" means a person who, as an executive
     or key employee of the Company or a subsidiary has been
     granted an Award under the Plan.

          (j)  "Rule 16b-3" means Rule 16b-3, as from time to
     time in effect and applicable to the Plan and Participants,
     promulgated by the Securities and Exchange Commission under
     Section 16 of the Exchange Act.

          (k)  "Stock" means the Common Stock, $.01 par value, of
     the Company and such other securities as may be substituted
     for Stock or such other securities pursuant to Section 4.

     3.   ADMINISTRATION.

     (a)  AUTHORITY OF THE COMMITTEE.  The Plan shall be
administered by the Committee.  The Committee shall have full and
final authority to take the following actions, in each case
subject to and consistent with the provisions of the Plan:

          (i)  to select Participants to whom Awards may be
     granted;

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

          (iii)  to determine the number of Awards to be
     granted, the number of shares of Stock to which an Award
     will relate, the terms and conditions of any Award granted
     under the Plan (including, but not limited to, any exercise
     price, grant price, or purchase price, any restriction or
     condition, any schedule for lapse of restrictions or
     conditions relating to transferability or forfeiture,
     exercisability, or settlement of an Award, and waivers or
     accelerations thereof, and waivers of or modifications to
     performance conditions relating to an Award, based in each
     case on such considerations as the Committee shall
     determine), and all other matters to be determined in
     connection with an Award;

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

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

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

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

          (viii)  to correct any defect or supply any omission
     or reconcile any inconsistency in the Plan and to construe
     and interpret the Plan and any Award, rules and regulations,
     Award Agreement, or other instrument hereunder; and

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

     (b)  MANNER OF EXERCISE OF COMMITTEE AUTHORITY.  Unless
authority is specifically reserved to the Board under the terms
of the Plan, the Company's Certificate of Incorporation or
Bylaws, or applicable law, the Committee shall have sole
discretion in exercising authority under the Plan.  Any action of
the Committee with respect to the Plan shall be final,
conclusive, and binding on all persons, including the Company,
subsidiaries of the Company, Participants, any person claiming
any rights under the Plan from or through any Participant, and
stockholders.  The express grant of any specific power to the
Committee, and the taking of any action by the Committee, shall
not be construed as limiting any power or authority of the
Committee.  A memorandum signed by all members of the Committee
shall constitute the act of the Committee without the necessity,
in such event, to hold a meeting.  The Committee may delegate to
officers or managers of the Company or any subsidiary of the
Company the authority, subject to such terms as the Committee
shall determine, to perform administrative functions and, with
respect to Participants not subject to Section 16 of the Exchange
Act, to perform such other functions as the Committee may
determine, to the extent permitted under Rule 16b-3 and
applicable law.

     (c)  LIMITATION OF LIABILITY.  Each member of the Committee
shall be entitled to, in good faith, rely or act upon any report
or other information furnished to him by any officer or other
employee of the Company or any subsidiary, the Company's
independent certified public accountants, or any executive
compensation consultant, legal counsel, or other professional
retained by the Company to assist in the administration of the
Plan.  No member of the Committee, nor any officer or employee of
the Company acting on behalf of the Committee, shall be
personally liable for any action, determination, or
interpretation taken or made in good faith with respect to the
Plan, and all members of the Committee and any officer or
employee of the Company acting on their behalf shall, to the
extent permitted by law, be fully indemnified and protected by
the Company with respect to any such action, determination, or
interpretation.

     4.   STOCK SUBJECT TO PLAN.

     (a)  AMOUNT OF STOCK RESERVED.  Subject to adjustment as
hereinafter provided, the total number of shares of Stock
reserved for delivery to Participants in connection with Awards
under the Plan shall be 1,125,000.  No Award may be granted if
the number of shares to which such Award relates, when added to
the number of shares previously delivered under the Plan
and<PAGE> the number of shares to which other then-outstanding
Awards relate, exceeds the number of shares then reserved under
this Section 4.  If any shares subject to an Award are forfeited
or such Award is settled in cash or otherwise terminates without
delivery of shares to the Participant, such shares shall again be
available for Awards under the Plan.  Any shares of Stock
delivered pursuant to an Award may consist, in whole or in part,
of authorized and unissued shares or treasury shares.

     (b)  ANNUAL PER-PARTICIPANT LIMITATIONS.  During any
calendar year, no Participant may be granted under the Plan
Options and other Awards that may be settled by delivery of more
than 250,000 shares of Stock.  In addition, with respect to
Awards that may be settled in cash, no Participant may be paid
during any calendar year cash amounts relating to such Awards
that exceed the greater of the Fair Market Value of the number of
shares of Stock set forth in the preceding sentence at the date
of grant or the date of settlement of awards that may be settled
solely by delivery of Stock will not operate to reduce the amount
of cash-only Awards, and vice versa; nevertheless, Awards that
may be settled in Stock or cash must not exceed either
limitation.

     (c)  ADJUSTMENTS.  In the event that the Committee shall
determine that any dividend or other distribution (whether in the
form of cash, Stock, or other property), recapitalization,
forward or reverse split, reorganization, merger, consolidation,
spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Stock such
that an adjustment is appropriate in order to prevent dilution or
enlargement of the rights of Participants under the Plan, then
the Committee shall, in such manner as it may deem equitable,
adjust any or all of (i) the number and kind of shares of Stock
which may thereafter be delivered in connection with Awards,
(ii) the number and kind of shares of Stock that may be delivered
or deliverable in respect of outstanding Awards, (iii) the number
of shares with respect to which Awards may be granted to a given
Participant in the specified period as set forth in Section 4(b),
and (iv) the exercise price, grant price, or purchase price
relating to any Award (or, if deemed appropriate, the Committee
may make provision for a cash payment with respect to any
outstanding Award).  In addition, the Committee is authorized to
make adjustments in the terms and conditions of, and the criteria
included in, Awards in recognition of unusual or non-recurring
events (including, without limitation, events described in the
preceding sentence) affecting the Company or any subsidiary or
the financial statements of the Company or any subsidiary, or in
response to changes in applicable laws, regulations, or
accounting principles.  The foregoing notwithstanding, no
adjustments shall be authorized under this Section 4(c) with
respect to ISOs or SARs in tandem therewith to the extent that
such authority would cause the Plan to violate Section 422(b)(1)
of the Code, and no such adjustment shall be authorized with
respect to Options or other Awards granted in accordance with
Section 7(f) hereof to the extent that such authority would cause
such Options or other Awards to fail to qualify as "performance-
based compensation" under Section 162(m)(4)(C) of the Code and
regulations thereunder (including Proposed Regulation 1.162-
27(e)(2)).

     5.   ELIGIBILITY.  Executive officers and other key
employees of the Company and its subsidiaries, including any
director or officer who is also such an employee, are eligible to
be granted Awards under the Plan.  The foregoing notwithstanding,
directors of the Company who are not employees and members of the
Committee shall not be eligible to be granted Awards under the
Plan.
<PAGE>

     6.   SPECIFIC TERMS OF AWARDS.

     (a)  GENERAL.  Awards may be granted on the terms and
conditions set forth in this Section 6.  In addition, the
Committee may impose on any Awards or the exercise thereof, at
the date of grant or thereafter (subject to Section 9(e)), such
additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall determine,
including terms requiring forfeiture of Awards in the event of
termination of employment by the Participant.  Except as provided
in Sections 6(f), 6(h) or 7(a), or to the extent required to
comply with requirements of the Delaware General Corporation Law
that lawful consideration be paid for Stock, only services may be
required as consideration for the grant (but not the exercise) of
any Award.

     (b)  OPTIONS.  The Committee is authorized to grant Options
to Participants (including "reload" options automatically granted
to offset specified exercises of options) on the following terms
and conditions:

          (i)  EXERCISE PRICE.  The exercise price per share of
     Stock purchasable under an Option shall be determined by the
     Committee; provided, however, that, except as provided in
     Section 7(a), such exercise price shall be not less than the
     Fair Market Value of a share on the date of grant of such
     Option.

          (ii) TIME AND METHOD OF EXERCISE.  The Committee shall
     determine the time or times at which an Option may be
     exercised in whole or in part, the methods by which such
     exercise price may be paid or deemed to be paid, the form of
     such payment, including, without imitation, cash, Stock,
     other Awards or awards granted under other Company plans, or
     other property (including notes or other contractual
     obligations of Participants to make payment on a deferred
     basis, such as through "cashless exercise" arrangements, to
     the extent permitted by applicable law), and the methods by
     which Stock will be delivered or deemed to be delivered to
     Participants.

          (iii)     ISOs.  The terms of any ISO granted under the
     Plan shall comply in all respects with the provisions of
     Section 422 of the Code, including but not limited to the
     requirement that no ISO shall be granted more than ten years
     after the effective date of the Plan.  Anything in the Plan
     to the contrary notwithstanding, no term of the Plan
     relating to ISOs shall be interpreted, amended, or altered,
     nor shall any discretion or authority granted under the Plan
     be exercised, so as to disqualify either the Plan or any ISO
     under Section 422 of the Code.

     (c)  STOCK APPRECIATION RIGHTS.  The Committee is authorized
to grant SARs to Participants on the following terms and
conditions:

          (i)  RIGHT TO PAYMENT.  An SAR shall confer on the
     Participant to whom it is granted a right to receive, upon
     exercise thereof, the excess of (A) the Fair Market Value of
     one share of Stock on the date of exercise (or, if the
     Committee shall so determine in the case of any such right
     other than one related to an ISO, the Fair Market Value of
     one share at any time during a specified period before or
     after the date of exercise), over (B) the grant price of the
     SAR as determined by the Committee as of the date of grant
     of<PAGE> the SAR, which, except as provided in Section 7(a),
     shall be not less than the Fair market Value of one share of
     Stock on the date of grant.

          (ii) OTHER TERMS.  The Committee shall determine the
     time or times at which an SAR may be exercised in whole or
     in part, the method of exercise, method of settlement, form
     of consideration payable in settlement, method by which
     Stock will be delivered or deemed to be delivered to
     Participants, whether or not an SAR shall be in tandem with
     any other Award, and any other terms and conditions of any
     SAR.  Limited SARs that may only be exercised upon the
     occurrence of a Change in Control (as such term is defined
     in Section 8(b) or as otherwise defined by the Committee)
     may be granted on such terms, not inconsistent with this
     Section 6(c), as the Committee may determine.  Limited SARs
     may be either freestanding or in tandem with other Awards.

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

          (i)  GRANT AND RESTRICTIONS.  Restricted Stock shall be
     subject to such restrictions on transferability and other
     restrictions, if any, as the Committee may impose, which
     restrictions may lapse separately or in combination at such
     times, under such circumstances, in such installments, or
     otherwise, as the Committee may determine.  Except to the
     extent restricted under the terms of the Plan and any Award
     Agreement relating to the Restricted Stock, a Participant
     granted Restricted Stock shall have all of the rights of a
     stockholder including, without limitation, the right to vote
     Restricted Stock or the right to receive dividends thereon.

          (ii) FORFEITURE.  Except as otherwise determined by the
     Committee, upon termination of employment during the
     applicable restriction period, Restricted Stock that is at
     that time subject to restrictions shall be forfeited and
     reacquired by the Company; provided, however, that the
     Committee may provide, by rule or regulation or in any Award
     Agreement, or may determine in any individual case, that
     restrictions or forfeiture conditions relating to Restricted
     Stock will be waived in whole or in part in the event of
     terminations resulting from specified causes.

          (iii)     CERTIFICATES FOR STOCK.  Restricted Stock
     granted under the Plan may be evidenced in such manner as
     the Committee shall determine.  If certificates representing
     Restricted Stock are registered in the name of the
     Participant, such certificates shall bear an appropriate
     legend referring to the terms, conditions, and restrictions
     applicable to such Restricted Stock, the Company shall
     retain physical possession of the certificate, and the
     Participant shall have delivered a stock power to the
     Company, endorsed in blank, relating to the Restricted
     Stock.

          (iv) DIVIDENDS.  Dividends paid on Restricted Stock
     shall be either paid at the dividend payment date in cash or
     in shares of unrestricted Stock having a Fair Market Value
     equal to the amount of such dividends, or the payment of
     such dividends shall be deferred and/or the amount or value
     thereof automatically reinvested in additional Restricted
     Stock, other Awards, or other investment vehicles, as the
     Committee shall determine or permit the Participant to
     elect.  Stock distributed in connection with a Stock<PAGE>
     split or Stock dividend, shall be subject to restrictions
     and a risk of forfeiture to the same extent as the
     Restricted Stock with respect to which such Stock or other
     property has been distributed.

     (e)  DEFERRED STOCK.  The Committee is authorized to grant
Deferred Stock to Participants, subject to the following terms
and conditions:

          (i)  AWARD AND RESTRICTIONS.  Delivery of Stock will
     occur upon expiration of the deferral period specified for
     an Award of Deferred Stock by the Committee (or, if
     permitted by the Committee, as elected by the Participant).
     In addition, Deferred Stock shall be subject to such
     restrictions as the Committee may impose, if any, which
     restrictions may lapse at the expiration of the deferral
     period or at earlier specified times, separately or in
     combination, in installments, or otherwise, as the Committee
     may determine.

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

     (f)  BONUS STOCK AND AWARDS IN LIEU OF CASH OBLIGATIONS.
The Committee is authorized to grant Stock as a bonus, or to
grant Stock or other Awards in lieu of Company obligations to pay
cash under other plans or compensatory arrangements, provided
that, in the case of Participants subject to Section 16 of the
Exchange Act, such cash amounts are determined under such other
plans in a manner that complies with applicable requirements of
Rule 16b-3 so that the acquisition of Stock or Awards hereunder
shall be exempt from Section 16(b) liability.  Stock or Awards
granted hereunder shall be subject to such other terms as shall
be determined by the Committee.

     (g)  DIVIDEND EQUIVALENTS.  The Committee is authorized to
grant Dividend Equivalents to a Participant, entitling the
Participant to receive cash, Stock, other Awards, or other
property equal in value to dividends paid with respect to a
specified number of shares of Stock, or other periodic payments.
Dividend Equivalents may be awarded on a free-standing basis or
in connection with another Award.  The Committee may provide that
Dividend Equivalents shall be paid or distributed when accrued or
shall be deemed to have been reinvested in additional Stock,
Awards, or other investment vehicles as the Committee may
specify.

     (h)  OTHER STOCK-BASED AWARDS.  The Committee is authorized,
subject to limitations under applicable law, to grant to
Participants such other Awards that may be denominated or payable
in, valued in whole or in part by reference to, or otherwise
based on, or related to, Stock, as deemed by the Committee to be
consistent with the purposes of the Plan, including,
without<PAGE> limitation, convertible or exchangeable debt
securities, other rights convertible or exchangeable into Stock,
purchase rights for Stock, Awards with value and payment
contingent upon performance of the Company or any other factors
designated by the Committee, and Awards valued by reference to
the book value of Stock or the value of securities of or the
performance of specified subsidiaries.  The Committee shall
determine the terms and conditions of such Awards.  Stock
delivered pursuant to an Award in the nature of a purchase right
granted under this Section 6(h) shall be purchased for such
consideration, paid for at such times, by such methods, and in
such forms, including, without limitation, cash, Stock, other
Awards, or other property, as the Committee shall determine.
Cash awards, as an element of or supplement to any other Award
under the Plan, shall also be authorized pursuant to this
Section 6(h).

     7.   CERTAIN PROVISIONS APPLICABLE TO AWARDS.

     (a)  STAND-ALONE, ADDITIONAL, TANDEM AND SUBSTITUTE AWARDS.
Awards granted under the Plan may, in the discretion of the
Committee, be granted either alone or in addition to, in tandem
with, or in substitution for, any other Award granted under the
Plan or any award granted under any other plan of the Company,
any subsidiary, or any business entity to be acquired by the
Company or a subsidiary, or any other right of a Participant to
receive payment from the Company or any subsidiary.  Awards
granted in addition to or in tandem with other Awards or awards
may be granted either as of the same time as or a different time
from the grant of such other Awards or awards.  The per share
exercise price of any Option, grant price of any SAR, or purchase
price of any other Award conferring a right to purchase Stock:

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

          (ii) Retroactively granted in tandem with an
     outstanding Award or award shall be not less than the lesser
     of the Fair Market Value of a share of Stock at the date of
     grant of the later Award or at the date of grant of the
     earlier Award or award.

     (b)  TERM 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 ISO or an SAR
granted in tandem therewith exceed a period of ten years from the
date of its grant (or such shorter period as may be applicable
under Section 422 of the Code).

     (c)  FORM OF PAYMENT UNDER AWARDS.  Subject to the terms of
the Plan and any applicable Award Agreement, payments to be made
by the Company or a subsidiary upon the grant or exercise of an
Award may be made in such forms as the Committee shall determine,
including, without limitation, cash, Stock, other Awards, or
other property, and may be made in a single payment or transfer,
in installments, or on a deferred basis.  Such payments may
include, without limitation, provisions for the payment or
crediting of reasonable interest on installment or deferred
payments or the grant or crediting of Dividend Equivalents in
respect of installment or deferred payments denominated in Stock.
<PAGE>

     (d)  RULE 16b-3 COMPLIANCE.

          (i)  SIX MONTH HOLDING PERIOD.  Unless a Participant
     could otherwise exercise a derivative security or dispose of
     Stock delivered upon exercise of a derivative security
     granted under the Plan without incurring liability under
     Section 16(b) of the Exchange Act, (i) Stock delivered under
     the Plan other than upon exercise or conversion of a
     derivative security granted under the Plan shall be held for
     at least six months from the date of acquisition, and
     (ii) with respect to a derivative security granted under the
     Plan, at least six months shall elapse from the date of
     acquisition of the derivative security to the date of
     disposition of the derivative security (other than upon
     exercise or conversion) or its underlying equity security.

          (ii) NONTRANSFERABILITY.  Awards which constitute
     derivative securities (including any Option, SAR, Limited
     SAR, or similar right) under the general definition set
     forth in Rule 16a-1(c)(3)(i) under the Exchange Act shall
     not be transferable by a Participant except by will or the
     laws of descent and distribution (or pursuant to a
     Beneficiary designation) and, in the case of any Option or
     SAR, shall be exercisable during the lifetime of a
     Participant only by such Participant or his guardian or
     legal representative.

          (iii)     REFORMATION TO COMPLY WITH EXCHANGE ACT
     RULES.  It is the intent of the Company that this Plan
     comply in all respects with applicable provisions of
     Rule 16b-3 or Rule 16a-1(c)(3) under the Exchange Act in
     connection with any grant of Awards to or other transaction
     by a Participant who is subject to Section 16 of the
     Exchange Act (except for transactions exempted under
     alternative Exchange Act Rules or acknowledged in writing to
     be non-exempt by such Participant).  Accordingly, if any
     provision of this Plan or any Award Agreement relating to an
     Award does not comply with the requirements of Rule 16b-3 or
     Rule 16a-1(c)(3) as then applicable to any such transaction,
     such provision will be construed or deemed amended to the
     extent necessary to conform to the applicable requirements
     of Rule 16b-3 or Rule 16a-1(c)(3) so that such Participant
     shall avoid liability under Section 16(b).  In addition,
     other provisions of the Plan notwithstanding, the exercise
     price of any Award carrying a right to exercise granted to a
     Participant subject to Section 16 of the Exchange Act shall
     be not less than 50% of the Fair Market Value of Stock as of
     the date such Award is granted if such pricing limitation is
     required under Rule 16b-3 at the time of such grant.

     (e)  LOAN PROVISIONS.  With the consent of the Committee,
and subject at all times to, and only to the extent, if any, and
in accordance with, laws and regulations and other binding
obligations or provisions applicable to the Company, the Company
may make, guarantee, or arrange for a loan or loans to a
Participant with respect to the exercise of any Option or other
payment in connection with any Award, including the payment by a
Participant of any or all federal, state, or local income or
other taxes due in connection with any Award.  Subject to such
limitations, the Committee shall have full authority to decide
whether to make a loan or loans hereunder and to determine the
amount, terms, and provisions of any such loan or loans,
including the interest rate to be charged in respect of any such
loan or loans, whether the loan or loans are to be with or
without recourse against the borrower, the terms on which the
loan is to be repaid and conditions, if any, under which the loan
or loans may be forgiven.
<PAGE>

     (f)  PERFORMANCE-BASED AWARDS TO "COVERED EMPLOYEES".  Other
provisions of the Plan notwithstanding, the provisions of this
Section 7(f) shall apply to any Award the exercisability or
settlement of which is subject to the achievement of performance
conditions (other than an Option or SAR granted with an exercise
or base price at least equal to 100% of Fair Market Value of
Stock on the date of grant) if such Award is granted to a person
who, at the time of grant, is a "covered employee" and if
mandatory compliance with this Section 7(f) is necessary in order
for such awards to a covered employee to not be subject to the
limitation on tax deductibility by the Company under
Section 7(f), shall be interpreted in a manner consistent with
Section 162(m) of the Code and regulations thereunder (including
Proposed Regulation 1.162-27).  The performance objectives for an
Award subject to this Section 7(f) shall consist of one or more
business criteria, as specified by the Committee but subject to
this Section 7(f).  Performance objectives shall be objective and
shall otherwise meet the requirements of Section 162(m)(4)(C) of
the Code and regulations thereunder (including Proposed
Regulation 1.162-27(e)(2)).  The following business criteria
shall be used by the Committee in connection with a performance
objective:

          (1)  Annual earnings before payment of taxes and
     interest;

          (2)  Annual earnings per share; and/or

          (3)  Annual return on common equity.

Achievement of performance objectives shall be measured over a
period of one, two, three, or four years, as specified by the
Committee.  No business criteria other than those named above may
be used in establishing the performance objective for an Award to
a covered employee.  For each such Award relating to a covered
employee, the Committee shall establish the targeted level or
levels of performance for each business criteria.  Performance
objectives may differ for Awards under this Section 7(f) to
different covered employees.  The Committee may determine that an
Award under this Section 7(f) shall be payable upon achievement
of any one of the performance objectives or may require that two
or more of the performance objectives must be achieved in order
for an Award to be payable.  The Committee may, in its
discretion, reduce the amount of a payout otherwise to be made in
connection with an Award under this Section 7(f), but may not
exercise discretion to increase such amount, and the Committee
may consider other performance criteria in exercising such
discretion.  All determinations by the Committee as to the
achievement of performance objectives shall be made in writing.
The Committee may not delegate any responsibility under this
Section 7(f).

     8.   CHANGE IN CONTROL PROVISIONS.

     (a)  In the event of a "Change in Control," as defined in
this Section, the following acceleration provisions shall apply:

          (i)  any Award carrying a right to exercise, other than
     an Award subject to Section 7(f), that was not previously
     exercisable and vested shall become fully exercisable and
     vested, subject only to the restrictions set forth in
     Sections 7(d)(i) and 9(a); and
<PAGE>

          (ii) The restrictions, deferral limitations, and
     forfeiture conditions applicable to any other Award granted
     under the Plan, other than an Award subject to Section 7(f),
     shall lapse and such Awards shall be deemed fully vested,
     and any performance conditions imposed with respect to
     Awards, shall be deemed to be fully achieved, subject to the
     restrictions set forth in Sections 7(d)(i) and 9(a).

     (b)  For purposes of the Plan, a "Change in Control" shall
have occurred if:

          (i)  Any "person," as such term is used in
     Sections 13(d) and 14(d) of the Exchange Act (other than the
     Company, a subsidiary, any trustee or other fiduciary
     holding securities under an employee benefit plan of the
     Company or any corporation owned, directly or indirectly, by
     the stockholders of the Company in substantially the same
     proportions as their ownership of stock of the Company), is
     or becomes the "beneficial owner" (as defined in Rule 13d-3
     under the Exchange Act), directly or indirectly, of
     securities of the Company representing 25% or more of the
     combined voting power of the Company's then outstanding
     voting securities;

          (ii) during any period of two consecutive years
     beginning at or after equity securities of the Company first
     become registered under Section 12 of the Exchange Act,
     individuals who at the beginning of such period constitute
     the Board, and any new director (other than a director
     designated by a person who has entered into an agreement
     with the Company to effect a transaction described in clause
     (i), (iii), or (iv) of this Section 8(b)) whose election by
     the Board or nomination for election by the Company's
     stockholders was approved by a vote of at least two-thirds
     (2/3) of the directors then still in office who either were
     directors at the beginning of the period or whose election
     or nomination for election was previously so approved, cease
     for any reason to constitute at least a majority thereof;

          (iii)     the stockholders of the Company approve a
     merger, consolidation, recapitalization, or reorganization
     of the Company, or a reverse stock split of any class of
     voting securities of the Company, or the consummation of any
     such transaction if stockholder approval is not obtained,
     other than any such transaction which would result in at
     least 75% of the total voting power represented by the
     voting securities of the Company or the surviving entity
     outstanding immediately after such transaction being
     beneficially owned by persons who together beneficially
     owned at least 75% of the combined voting power of the
     voting securities of the Company outstanding immediately
     prior to such transaction, with the relative voting power of
     each such continuing holder compared to the voting power of
     each other continuing holder not substantially altered as a
     result of the transaction; provided that, for purposes of
     this paragraph (iii), such continuity of ownership (and
     preservation of relative voting power) shall be deemed to be
     satisfied if the failure to meet such 75% threshold (or to
     substantially preserve such relative voting power) is due
     solely to the acquisition of voting securities by an
     employee benefit plan of the Company or such surviving
     entity or of any subsidiary of the Company or such surviving
     entity; or
<PAGE>

          (iv) the stockholders of the Company approve a plan of
     complete liquidation of the Company or an agreement for the
     sale or disposition by the Company of all or substantially
     all of the Company's assets (or any transaction having a
     similar effect).

     9.   GENERAL PROVISIONS.

     (a)  COMPLIANCE WITH LEGAL AND EXCHANGE REQUIREMENTS.  The
Company shall not be obligated to deliver Stock upon the exercise
or settlement of any Award or take other actions under the Plan
until the Company shall have determined that applicable federal
and state laws, rules, and regulations have been complied with
and such approvals of any regulatory or governmental agency have
been obtained and contractual obligations to which the Award may
be subject have been satisfied.  The Company, in its discretion,
may postpone the issuance or delivery of Stock under any Award
until completion of such stock exchange listing or registration
or qualification of such Stock or other required action under any
federal or state law, rule, or regulation as the Company may
consider appropriate, and may require any Participant to make
such representations and furnish such information as it may
consider appropriate in connection with the issuance or delivery
of Stock under the Plan.

     (b)  NONTRANSFERABILITY.  In addition to the restrictions on
transferability set forth in Section 7(d)(ii) (which apply to all
Participants whether or not they are otherwise subject to
Section 16 under the Exchange Act), Awards and other rights of
Participants under the Plan may not be transferred to third
parties, pledged, mortgaged, hypothecated, or otherwise
encumbered, and shall not be subject to claims of creditors.

     (c)  NO RIGHT TO CONTINUED EMPLOYMENT.  Neither the Plan nor
any action taken hereunder shall be construed as giving any
employee the right to be retained in the employ of the Company or
any of its subsidiaries, nor shall it interfere in any way with
the right of the Company or any of its subsidiaries to terminate
any employee's employment at any time.

     (d)  TAXES.  The Company or any subsidiary is authorized to
withhold from any Award granted or to be settled, any payment
relating to an Award under the Plan, including from a
distribution of Stock, or any payroll or other payment to a
Participant, amounts of withholding and other taxes due or
potentially payable in connection with any transaction involving
an Award, and to take such other action as the Committee may deem
advisable to enable the Company and Participants to satisfy
obligations for the payment of withholding taxes and other tax
obligations relating to any Award.  This authority shall include
authority to withhold or receive Stock or other property and to
make cash payments in respect thereof in satisfaction of a
Participant's tax obligations.

     (e)  CHANGES TO THE PLAN AND AWARDS.  The Board may amend,
alter, suspend, discontinue, or terminate the Plan or the
Committee's authority to grant Awards under the Plan without the
consent of stockholders or Participants, except that any such
action shall be subject to the approval of the Company's
stockholders at or before the next annual meeting of stockholders
for which the record date is after such Board action if such
stockholder approval is required by any federal or state law or
regulation or the rules of any stock exchange or automated
quotation system on which the Stock may then be listed or quoted,
and the Board may otherwise, in its discretion, determine to
submit other such changes to the Plan to stockholders for
approval;<PAGE> provided, however, that, without the consent of
an affected Participant, no such action may materially impair the
rights of such Participant under any Award theretofore granted to
him.  The Committee may waive any conditions or rights under, or
amend, alter, suspend, discontinue, or terminate, any Award
theretofore granted and any Award Agreement relating thereto;
provided, however, that, without the consent of an affected
Participant, no such action may materially impair the rights of
such Participant under such Award.

     (f)  NO RIGHTS TO AWARDS; NO STOCKHOLDER RIGHTS.  No
Participant or employee shall have any claim to be granted any
Award under the Plan, and there is no obligation for uniformity
of treatment of Participants and employees.  No Award shall
confer on any Participant any of the rights of a stockholder of
the Company unless and until Stock is duly issued or transferred
and delivered to the Participant in accordance with the terms of
the Award.

     (g)  UNFUNDED STATUS OF AWARDS; CREATION OF TRUSTS.  The
Plan is intended to constitute an "unfunded" plan for incentive
and deferred compensation.  With respect to any payments not yet
made to a Participant pursuant to an Award, nothing contained in
the Plan or any Award shall give any such Participant any rights
that are greater than those of a general creditor of the Company;
provided, however, that the Committee may authorize the creation
of trusts or make other arrangements to meet the Company's
obligations under the Plan to deliver cash, Stock other Awards,
or other property pursuant to any Award, which trusts or other
arrangements shall be consistent with the "unfunded" status of
the Plan unless the Committee otherwise determines with the
consent of each affected Participant.

     (h)  NONEXCLUSIVITY OF THE PLAN.  Neither the adoption of
the Plan by the Board nor its submission to the stockholders of
the Company for approval shall be construed as creating any
limitations on the power of the Board to adopt such other
incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise than
under the Plan, and such arrangements may be either applicable
generally or only in specific cases.

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

     (j)  COMPLIANCE WITH CODE SECTION 162(m).  It is the intent
of the Company that Options and other Awards subject to the
performance objectives specified under Section 7(f) granted under
the Plan to persons who are "covered employees" within the
meaning of Code Section 162(m) and regulations thereunder
(including Proposed Regulation 1.162-27(c)(2)) shall constitute
"qualified performance-based compensation" within the meaning of
Code Section 162(m) and regulations thereunder (including
Proposed Regulation 1.162-27(e), and subject to the transition
rules under Proposed Regulation 1.162-27(h)(2)) thereunder.
Accordingly, if any provision of the Plan or any Award Agreement
relating to such an Award granted to a "covered employee" does
not comply or is inconsistent with the requirements of Code
Section 162(m) or regulations thereunder, such provision shall be
construed or deemed amended to the extent necessary to conform to
such requirements, and no provision shall be deemed to confer
upon the Committee or any other person discretion to increase the
amount of<PAGE> compensation otherwise payable to a "covered
employee" in connection with any such Award upon attainment of
the performance objectives.

     (k)  GOVERNING LAW.  The validity, construction, and effect
of the Plan, any rules and regulations relating to the Plan, and
any Award Agreement shall be determined in accordance with the
laws of the State of Delaware, without giving effect to
principles of conflicts of laws, and applicable federal law.

     (l)  EFFECTIVE DEAL; PLAN TERMINATION.  The Plan shall
become effective as at such time as the stockholder of the
Company shall have approved the Plan.  The Plan shall terminate
at such time as no Stock remains available for delivery pursuant
to Section 4 and the Company has no further obligations with
respect to any Award granted under the Plan.

     As approved by the Board of Directors of the Company on June
15, 1994.
     As amended by the Board of Directors on October 16, 1997 and
subsequently approved by shareholders on January 15, 1998.
<PAGE>