Exhibit 10.2


                            FINE HOST CORPORATION
                    LONG-TERM INCENTIVE COMPENSATION PLAN


                                  ARTICLE I

                                   PURPOSE

The purpose of the  Long-Term  Incentive  Compensation  Plan (the  "Plan") is to
promote  the  interests  of  Fine  Host  Corporation  (the  "Company")  and  its
stockholders  by (i)  helping  the  Company  to attract  and retain  outstanding
management,  (ii) stimulating  management's  efforts on behalf of the Company by
giving  participants  a direct  interest in the  performance  of the Company and
(iii)  suitably  rewarding  participants'  contributions  to the  success of the
Company.

The Company intends that certain  performance-based  compensation  payable under
the Plan will qualify for deduction under Section 162(m) of the Internal Revenue
Code of 1986, as amended.

                                  ARTICLE II

                                  DEFINITIONS

     2.1  Award Certificate:  A written instrument evidencing the award of
Units to a Participant.

     2.2 Base Year EPS:  Earnings  Per Share  for the  Fiscal  Year  immediately
preceding the date of an award of Units.

     2.3  Beneficiary:  The person or persons  designated by a  Participant,  in
accordance  with Section 9.1, to receive any amount  payable under the Plan upon
the Participant's death.

     2.4  Board:  The Board of Directors of the Company.

     2.5 Change in Control:  Change in Control shall, unless the Board otherwise
directs by  resolution  adopted  prior  thereto or, in the case of a  particular
award, the particular Award Certificate states otherwise, be deemed to occur if:

          (i) any  "person" (as that term is used in Sections 13 and 14(d)(2) of
the  Securities  Exchange Act of 1934, as amended (the "Exchange  Act")),  other
than a Permitted  Holder (as defined below),  is or becomes the beneficial owner
(as  that  term is used in  Section  13(d) of the  Exchange  Act),  directly  or
indirectly,  of 30% or more of  either  the  outstanding  Common  Shares  or the
combined  voting  power of the  Company's  then  outstanding  voting  securities
entitled to vote generally,


          (ii) the Company is merged,  consolidated or reorganized  into or with
another  corporation  or other  legal  entity,  and as a result of such  merger,
consolidation or  reorganization,  less than 50% of the combined voting power of
the then outstanding  securities of such corporation or entity immediately after
such  transaction is held in the aggregate by the holders of the combined voting
power of the outstanding securities of the Company entitled to vote generally in
the election of the Board immediately prior to such transaction,

          (iii)  during any period of two  consecutive  years  beginning  on the
Effective  Date,  individuals  who constitute the Board at the beginning of such
period cease for any reason to  constitute at least a majority  thereof,  unless
the election or the  nomination  for election by the Company's  stockholders  of
each new  director  was  approved  by a vote of at least  three-quarters  of the
directors  then  still in office  who were  directors  at the  beginning  of the
period, or

          (iv) the Company undergoes a liquidation or dissolution or a sale
of all or substantially all of the assets of the Company.

          No merger,  consolidation  or  corporate  reorganization  in which the
owners of the combined  voting power of the Company's  then  outstanding  voting
securities  entitled to vote generally prior to said combination own 50% or more
of the resulting entity's outstanding securities shall, by itself, be considered
a Change in Control. As used herein, "Permitted Holder" means William R. Berkley
or any of his affiliates (as such term is defined in Rule 1-02 of Regulation S-X
under the Securities Act of 1933).

     2.6  Code:  The Internal Revenue Code of 1986, as amended from time to
time.

     2.7 Committee:  The Compensation Committee of the Board, which is comprised
solely of two or more "outside  directors"  within the meaning of Section 162(m)
of the Code.

     2.8  Common Shares:  Shares of common stock ($.01 par value) of the
Company.

     2.9  Company:  Fine Host Corporation and consolidated subsidiaries, a
Delaware corporation, or any successor thereto.

     2.10 Cumulative Unit Value:  The amount determined in accordance with
Section 7.2.

     2.11  Disability:  Disability,  as  defined in a  Participant's  employment
agreement  with the Company,  or,  absent an agreement,  in the Company's  group
disability insurance contract.

     2.12 Earnings:  For any Fiscal Year, the consolidated income of the Company
from  continuing  operations  before income taxes,  prepared in accordance  with
generally accepted accounting  principles,  as reported in the Company's audited
consolidated  financial statements for that Fiscal Year; adjusted to exclude (a)
in its entirety any item of  nonrecurring  gain or loss in excess of  $2,000,000
and (b) any accruals for this Plan.

                                       2


     2.13  Earnings  Per Share:  For any Fiscal  Year,  Earnings  divided by the
number of Common Shares used to determine the Company's basic earnings per share
for  that  Fiscal  Year,  as  reported  in the  Company's  audited  consolidated
financial statements for the Fiscal Year; provided, however, that for the Fiscal
Year ending December 31,1997,  Earnings per Share shall be based on Earnings for
the period  March 27 through  December  31, 1997 on an  annualized  basis (i.e.,
multiplied by 133%).

     2.14 Effective Date:  The effective date of the Plan, which is March 27,
1997.

     2.15 Fiscal Year: The 52- or 53-week period beginning on the Thursday after
the last  Wednesday in December of one year and ending on the last  Wednesday in
December of the next year; provided,  however,  that the first Fiscal Year shall
commence on the Effective Date and end on December 31, 1997.

     2.16 Incremental Unit Value:  The amount determined in accordance with
Section 7.1.

     2.17 Maximum Cumulative Unit Value:  For all Units awarded as of the
beginning of any Fiscal Year, the amount determined by the Committee for
those Units when they are awarded.

     2.18  Measuring  Price:  For each Unit  awarded as of the  Effective  Date,
$19.25; for each Unit awarded thereafter, the closing price of a Common Share as
reported on the NASDAQ National Market System on the last day of the Fiscal Year
preceding the date as of which the Unit is awarded.

     2.19 Participant:  A key employee of the Company designated by the
Committee to participate in the Plan.

     2.20 Plan: The Fine Host Corporation Long-Term Incentive Compensation Plan,
as herein set forth and as it may be amended from time to time.

     2.21 Term of the Plan:  The period  commencing  on the  Effective  Date and
ending five years after the final award of Units,  in  accordance  with  Section
5.1, or on such earlier date as the Maximum  Cumulative Unit Value of such Units
may be achieved.

     2.22 Termination Without Cause:  Termination of a Participant's  employment
by the  Company  without  "Cause,"  as defined in the  Participant's  employment
agreement with the Company, or, absent an agreement defining Cause,  termination
of the  Participant's  employment  by the Company for any reason  other than (i)
continuing and material failure to fulfill his or her employment  obligations or
willful  misconduct or gross  neglect in the  performance  of such duties,  (ii)
commission of fraud, misappropriation or embezzlement in the performance of such
duties,  or (iii) conviction of a felony,  which, as determined in good faith by
the Board,  constitutes  a crime  involving  moral  turpitude  and may result in
material harm to the Company.

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     2.23      Unit:  A unit of participation in the Plan awarded to a
Participant in accordance with Article V.

     2.24      Valuation Date:  The last day of any Fiscal Year.

                                 ARTICLE III

                                ADMINISTRATION

     3.1 The Plan shall be  administered  by the  Committee.  A majority  of the
Committee  shall  constitute a quorum.  Committee  decisions and  determinations
shall be made by a  majority  of its  members  present  at a meeting  at which a
quorum is present,  and they shall be final.  The actions of the Committee  with
respect to the Plan shall be binding on all affected Participants.  Any decision
or  determination  reduced  to writing  and signed by all of the  members of the
Committee shall be fully effective as if it had been made by a vote at a meeting
duly called and held. The Committee shall keep minutes of its meetings and shall
make such rules and regulations for the conduct of its business as it shall deem
advisable.

     3.2 The Committee shall have full  authority,  subject to the provisions of
the Plan (i) to select  Participants and determine the extent and terms of their
participation;  (ii) to adopt,  amend and rescind such rules and regulations as,
in its opinion,  may be advisable in the  administration  of the Plan,  (iii) to
construe and interpret the Plan, the rules and  regulations  adopted  thereunder
and any notice or Award Certificate given to a Participant; and (iv) to make all
other  determinations that it deems necessary or advisable in the administration
of the Plan.  The  Committee  may request  advice or  assistance  or employ such
persons as it deems necessary for the proper  administration of the Plan and may
rely on such  advice  or  assistance;  provided,  however,  that in  making  any
determinations  with respect to the  administration  of the Plan,  the Committee
shall at all times be obligated to act in good faith and in conformity  with the
terms of the Plan.

     3.3 In the  event of any stock  split,  stock  dividend,  reclassification,
recapitalization  or other  change  that  affects  the  character  or  amount of
outstanding  Common Shares and Earnings Per Share, the Committee shall make such
adjustments  in the  number of Units  (whether  authorized  or  outstanding  and
unexercised),  the Measuring Price or both as shall, in the sole judgment of the
Committee,  be  equitable  and  appropriate  in order to make the  value of such
Units,  as  nearly  as may be  practicable,  equivalent  to the  value  of Units
outstanding  and  unexercised  immediately  prior to such  change.  In no event,
however, shall any such adjustment give any Participant any additional benefits.

     3.4 The Committee shall be precluded from increasing  compensation  payable
under the Plan to a Participant,  including acceleration of payment and increase
of any amount payable, unless specifically provided for by the Plan.

                                       4

                                  ARTICLE IV

                                 PARTICIPATION

     4.1 Only key  employees  of the Company who, in the  Committee's  judgment,
will have a significant  impact on the success of the business shall be eligible
to participate in the Plan. The Committee, in its sole discretion,  shall select
the Participants.

     4.2 In selecting  Participants and in determining the number of Units to be
awarded to each  Participant  for any Fiscal Year, the Committee shall take into
account  such  factors  as the  individual's  position,  experience,  knowledge,
responsibilities, advancement potential and past and anticipated contribution to
Company performance.

                                  ARTICLE V

                                AWARD OF UNITS

     5.1 Subject to  adjustment as provided in Section 3.3, a maximum of 300,000
Units may be awarded  under the Plan. A  Participant  who has been awarded Units
may be awarded  additional  Units from time to time and new  Participants may be
awarded Units, both in the discretion of the Committee;  provided, however, that
no Units shall be awarded after 2006.

     5.2 Units shall be awarded  solely by the  Committee and shall be evidenced
by an Award Certificate, as provided in Article X.

     5.3 Subject to adjustment as provided in Section 3.3, the maximum number of
Units awarded to any one  individual  shall not exceed 75,000 during the Term of
the Plan.

                                  ARTICLE VI

                          TERM AND VESTING OF UNITS

     6.1 Each  Unit  shall  have a term of five  years  from the date of  award,
subject to earlier  termination  (i) upon  exercise  by a  Participant,  (ii) as
provided in Article XI or (iii) upon achievement before five years of the Unit's
Maximum Cumulative Unit Value.  Notwithstanding the foregoing, the term of Units
awarded as of the Effective  Date shall  terminate on the last day of the Fiscal
Year ending in 2001, subject to earlier termination as aforesaid. Units shall be
deemed to be awarded as of the Effective Date or the first day of any subsequent
Fiscal Year through 2006, as the case may be.

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     6.2 Units shall become  vested as follows,  except that Units awarded as of
the  Effective  Date shall become vested as if their date of award was the first
day of Fiscal Year 1997:


                   Vested                Fiscal Years
               Percentage of                 from
               Units Awarded             Date of Award
                   40%                         2
                   60%                         3
                   80%                         4
                  100%                         5

     6.3  Notwithstanding  Section 6.2, each Unit shall immediately become fully
vested in the event of (i) attainment of its Maximum Cumulative Unit Value, (ii)
a Participant's  Termination Without Cause (before or after a Change in Control)
or (iii) termination of a Participant's employment with the Company by reason of
retirement on or after attainment of age 65, death or Disability.

                                 ARTICLE VII

                       DETERMINATION OF VALUE OF A UNIT

     7.1 For any  Fiscal  Year,  the  Incremental  Unit Value of a Unit shall be
equal to the product of (i) the Measuring  Price,  multiplied by (ii) .85 of the
percentage  by which  Earnings  Per Share for the Fiscal Year  exceeds Base Year
EPS. In the event Base Year EPS exceeds  Earnings Per Share for any Fiscal Year,
the  Incremental  Unit Value for the Fiscal  Year shall be zero.  The  Committee
shall notify each  Participant of the Incremental Unit Value of his or her Units
for each Fiscal Year as soon as  practicable  after the  Valuation  Date for the
Fiscal Year.

     7.2 The  Incremental  Unit Value of each Unit for any Fiscal  Year shall be
cumulated with the Incremental Unit Value of the Unit for all prior Fiscal Years
from the date of the Unit's award.  The cumulative  amount thus determined shall
be the then Cumulative Unit Value of such Unit.

                                 ARTICLE VIII

                               PAYMENT OF UNITS

     8.1 A Unit may be exercised,  to the extent that it is vested,  at any time
prior to becoming  fully  vested;  provided,  however,  that upon  exercise  any
partially  vested Unit shall be canceled and its  nonvested  portion  forfeited.
Except as  provided in Article XI, a Unit that is fully  vested,  in  accordance
with Article VI, shall thereupon be exercised.

                                       6


     8.2 In order to exercise a partially  or fully vested  outstanding  Unit, a
Participant  (i) shall give written  notice of exercise,  as provided in Section
8.3, specifying the number of Units being exercised,  and (ii) shall deliver his
or her Award  Certificate  to the  Secretary of the Company,  who shall  endorse
thereon a notation of such exercise and return the same to the Participant.  The
date of exercise of a Unit shall be the date on which the Company  receives  the
required  documentation.  Upon  exercise  of a Unit,  the  Participant  shall be
entitled  to  receive  the  Cumulative  Unit  Value of the  Vested  Units  being
exercised,  determined as of the concurrent or immediately  preceding  Valuation
date, but not in excess of the Maximum Cumulative Unit Value.

     8.3 Notice of  exercise  of a  partially  or fully  vested Unit shall be in
writing  addressed to the  Secretary  of the Company.  Payment of the amount due
under the Plan  shall be made not later  than  five days  following  the date of
exercise or the date of such other event as shall  entitle  the  Participant  to
payment; provided,  however, that, before any payment may be made, the Committee
must certify in writing that all  performance  criteria under the Plan have been
met.  Not less than 50 percent of any amount due shall be paid in cash,  and the
balance  shall be paid in cash or Common  Shares or both,  as  determined by the
Committee  in its  discretion;  provided,  however,  that  upon a  Participant's
Termination  Without Cause following a Change in Control,  payment shall be made
solely in cash.

                                  ARTICLE IX

                      LIMITS ON TRANSFERABILITY OF UNITS

     9.1 Each Participant shall file with the Committee a written designation of
one or more  persons as the  Beneficiary  who shall be  entitled  to receive any
amount or any Common  Shares  payable  under the Plan upon his or her  death.  A
Participant  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  Participant's  death,  and  in no  event  shall  it be
effective as of a date prior to such receipt.  If at the date of a Participant's
death,  there is no designation of a Beneficiary in effect for the  Participant,
or if no  Beneficiary  survives to receive any amount  payable under the Plan by
reason of the Participant's  death, the Participant's estate shall be treated as
the Beneficiary for purposes of the Plan.

     9.2 A Unit may be exercised only by the Participant to whom it was awarded,
except in the event of the Participant's  death, when a Unit may be exercised by
his or her Beneficiary. Except as provided in Section 9.1, a Participant may not
transfer, assign, alienate or hypothecate any benefits under the Plan.
                                       7


                                  ARTICLE X

                              AWARD CERTIFICATE

     Promptly following the making of an award, the Company shall deliver to the
recipient an Award Certificate, specifying the terms and conditions of the Unit.
This writing shall be in such form and contain such provisions not  inconsistent
with the Plan as the Committee shall prescribe.

                                  ARTICLE XI

                             TERMINATION OF UNITS

     11.1 An outstanding Unit awarded to a Participant shall be canceled and all
rights with  respect  thereto  shall expire upon the earlier to occur of (i) its
exercise as provided in Section  8.1 or (ii)  termination  of the  Participant's
employment with the Company; provided,  however, that if such termination occurs
by reason of retirement on or after  attainment of age 65, death,  Disability or
Termination  Without  Cause,  or for any other reason  specifically  approved in
advance by the  Committee,  the term of such Unit shall continue for a period of
14 months from the date of termination  (the "Extended  Term").  For purposes of
this Section 11.1, the Cumulative Unit Value of such Unit shall be determined as
of the Valuation Date  concurrent  with or immediately  preceding the end of the
Extended Term or any earlier  exercise  date,  whichever is  applicable.  A Unit
whose term is continued for an Extended Term shall be deemed to be automatically
exercised as of the last Valuation Date within the Extended Term,  unless sooner
exercised by the Participant or his or her legal representative.

     11.2  Nothing  contained in Section 11.1 shall be deemed to extend the term
of any Unit beyond the end of the Term of the Plan.

                                 ARTICLE XII

                    TERMINATION AND AMENDMENT OF THE PLAN

     The Company  reserves the right to amend or terminate the Plan at any time,
by action of the Committee, but no such amendment or termination shall adversely
affect the rights of any Participant  with respect to outstanding  Units held by
the  Participant  without  his or her  written  consent.  No  amendment  will be
effective  prior to approval by the  Company's  stockholders  to the extent such
approval is required by Section 162(m) of the Code or otherwise required by law.

                                       8

                                 ARTICLE XIII

                              GENERAL PROVISIONS

     13.1 Nothing in the Plan,  nor the award of any Unit,  shall confer a right
to continue in the  employment of the Company or affect any right of the Company
to terminate a Participant's employment.

     13.2 The Plan shall be governed by and  construed  in  accordance  with the
laws of the State of Connecticut  without reference to principles of conflict of
laws.

     13.3 The Company  shall be authorized to withhold from any award or payment
it makes under the Plan to a  Participant  the amount of  withholding  taxes due
with  respect to such award or payment  and to take such other  action as may be
necessary  in the  opinion of the  Company to satisfy  all  obligations  for the
payment of such taxes.

     13.4  Nothing in the Plan shall  prevent the Board from  adopting  other or
additional compensation arrangements,  subject to stockholder approval as may be
necessary,   and  such  arrangements  may  be  either  generally  applicable  or
applicable only in specific cases.

     13.5 Participants  shall not be required to make any payment or provide any
consideration for awards under the Plan other than the rendering of services.

                                       9