Exhibit 10(xx) 
 
                          ORION CAPITAL CORPORATION 
 
                            EQUITY INCENTIVE PLAN 
                           ------------------------ 
 
 
Section 1.  Purpose of the Plan 
 
          The purpose of the Orion Capital Corporation Equity Incentive Plan
(the "Plan") is to further the interests of Orion Capital Corporation (the
"Company") and its shareholders by providing long-term performance incentives
to those key employees of the Company and its Subsidiaries who are largely
responsible for the management, growth and protection of the business of the
Company and its Subsidiaries.   

 
Section 2.  Definitions 
 
          For purposes of the Plan, the following terms shall be defined as
set forth below: 
 
     (a)  "Award" means any Option, Performance Unit, SAR (including a Limited
SAR), Restricted Stock, Stock granted as a bonus or in lieu of other awards,
other Stock-Based Award, Tax Bonus or other cash payments granted to a
Participant under the Plan.

     (b)  "Award Agreement" shall mean the written agreement, instrument or
document evidencing an Award.  

     (c)  Change of Control" means and includes each of the following:  (i)
the acquisition, in one or more transactions, of beneficial ownership (within
the meaning of Rule 13d-3 under the Exchange Act) by any person or entity or
any group of persons or entities who constitute a group (within the meaning
of Section 13(d)(3) of the Exchange Act), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or
a Subsidiary, of any securities of the Company such that, as a result of such
acquisition, such person, entity or group either (A) beneficially owns (within
the meaning of Rule l3d-3 under the Exchange Act), directly or indirectly,
more than 20% of the Company's outstanding voting securities entitled to vote
on a regular basis for a majority of the members of the Board of Directors of
the Company or (B) otherwise has the ability to elect, directly or indirectly,
a majority of the members of the Board; (ii) a change in the composition of
the Board of Directors of the Company such that a majority of the members of
the Board of Directors of the Company are not Continuing Directors; or (iii)
the stockholders of the Company approve a merger or  
 
 
 
 
 

 
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consolidation of the Company with any other corporation, other than a merger
or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least 80% of the total voting power represented by the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or 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 (in one or more transactions)
all or substantially all of the Company's assets. 
 
          Notwithstanding the foregoing, the preceding events shall not be
deemed to be a Change of Control if, prior to any transaction or transactions
causing such change, a majority of the Continuing Directors shall have voted
not to treat such transaction or transactions as resulting in a Change of
Control. 
 
     (d)  "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

     (e)  A "Continuing Director" means, as of any date of determination, any
member of the Board of Directors of the Company who (i) was a member of such
Board on the effective date of the Plan or (ii) was nominated for election or
elected to such Board with the affirmative vote of a majority of the
Continuing Directors who were members of such Board at the time of such
nomination or election. 
 
     (f)  "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time. 

     (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 in good faith and in accordance with applicable law. 
Unless otherwise determined by the Committee, the Fair Market Value of Stock
shall mean the mean of the high and low sales prices of Stock on the relevant
date as reported on the stock exchange or market on which the Stock is
primarily traded, or if no sale is made on such date, then the Fair Market
Value is the weighted average of the mean of the high and low sales prices of
the Stock on the next preceding day and the next succeeding day on which such
sales were made, as reported on the stock exchange or market on which the
Stock is primarily traded. 






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

     (i)  "Limited SAR" means an SAR exercisable only for cash upon a Change
of Control or other event, as specified by the Committee. 
 
     (j)  "Option" means a right granted to a Participant pursuant to Section
6(b) to purchase Stock at a specified price during specified time periods. 
An Option may be either an ISO or a nonstatutory Option (an Option not
designated as an ISO).  

     (k)  "Performance Unit" means a right granted to a Participant pursuant
to Section 6(c) to receive a payment in cash equal to the increase in the book
value of the Company during specified time periods if specified performance
goals are met. 
 
     (l)  "Restricted Stock" means Stock awarded to a Participant pursuant to
Section 6(d) that may be subject to certain restrictions and to a risk of
forfeiture.  

     (m)  "Stock-Based Award" means a right that may be denominated or payable
in, or valued in whole or in part by reference to the market value of, Stock,
including, but not limited to, any Option, SAR (including a Limited SAR),
Restricted Stock, Stock granted as a bonus or Awards in lieu of cash
obligations. 
 
     (n)  "SAR" or "Stock Appreciation Right" means the right granted to a
Participant pursuant to Section 6(e) to be paid an amount measured by the
appreciation in the Fair Market Value of Stock from the date of grant to the
date of exercise of the right, with payment to be made in cash, Stock or as
specified in the Award, as determined by the Committee.

      (o)  "Subsidiary" shall mean any corporation, partnership, joint venture
or other business entity of which 50% or more of the outstanding voting power
is beneficially owned, directly or indirectly, by the Company. 

      (p)  "Tax Bonus" means a payment in cash in the year in which an amount
is included in the gross income of a Participant in respect of an Award of an
amount equal to the federal, foreign, if any, and applicable state and local
income and employment tax liabilities payable by the Participant as a result
of (i) the amount included in gross  
 







 
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income in respect of the Award and (ii) the payment of the amount in clause
(i) and the amount in this clause (ii).  For purposes of determining the
amount to be paid to the Participant pursuant to the preceding sentence, the
Participant shall be deemed to pay federal, foreign, if any, and state and
local income taxes at the highest marginal rate of tax imposed upon ordinary
income for the year in which an amount in respect of the Award is included in
gross income, after giving effect to any deductions therefrom or credits
available with respect to the payment of any such taxes. 

 
Section 3.  Administration of the Plan 
 
          The Plan shall be administered by the Compensation Committee of the
Board of Directors of the Company (the "Committee").  No member of the
Committee while serving as such shall be eligible for participation in the
Plan.  Any action of the Committee in administering the Plan shall be final,
conclusive and binding on all persons, including the Company, its
Subsidiaries, employees, Participants, persons claiming rights from or through
Participants and stockholders of the Company. 
 
          Subject to the provisions of the Plan, the Committee shall have full
and final authority in its discretion (a) to select the key employees who will
receive Awards pursuant to the Plan ("Participants"), (b) to determine the
type or types of Awards to be granted to each Participant, (c) to determine
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,
restrictions as 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; (d) 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;
(e) to determine whether, and to certify that, performance goals to which the
settlement of an Award is subject are satisfied; (f) to correct any defect or
supply any omission or reconcile any inconsistency in the Plan, and to adopt,
amend and rescind such rules and regulations as, in its opinion, may be
advisable in the administration of the Plan; and (g) to make all other
determinations as it may deem necessary or advisable for the administration
of the Plan.  The Committee may delegate to officers or managers of the
Company or any Subsidiary or to  






 
 
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unaffiliated service providers the authority, subject to  
such terms as the Committee shall determine, to perform administrative
functions and to perform such other functions as the Committee may determine,
to the extent permitted under Rule 16b-3, Section 162(m) of the Code and
applicable law. 

 
Section 4.  Participation in the Plan 
 
          Participants in the Plan shall be selected by the Committee from
among the key employees of the Company and its Subsidiaries.   

 
Section 5.  Plan Limitations; Shares Subject to the Plan 
 
     (a)  Subject to the provisions of Section 8(a) hereof, the aggregate
number of shares of common stock, $1.00 par value, of the Company (the
"Stock") available for issuance as Awards under the Plan shall not exceed
700,000 shares.   
 
          No Award may be granted if the number of shares to which such Award
relates, when added to the number of shares previously issued under the Plan
and the number of shares which may then be acquired pursuant to other
outstanding, unexercised Awards, exceeds the number of shares available for
issuance pursuant to the Plan.  If any shares subject to an Award are
forfeited or such Award is settled in cash or otherwise terminates for any
reason whatsoever without an actual distribution of shares to the Participant,
any shares counted against the number of shares available for issuance
pursuant to the Plan with respect to such Award shall, to the extent of any
such forfeiture, settlement, or termination, again be available for Awards
under the Plan; provided, however, that the Committee may adopt procedures for
the counting of shares relating to any Award to ensure appropriate counting,
avoid double counting, and provide for adjustments in any case in which the
number of shares actually distributed differs from the number of shares
previously counted in connection with such Award. 
 
     (b)  Subject to the provisions of Section 8(a) hereof, the aggregate
number of Performance Units which may be awarded under the Plan shall not
exceed 350,000.  If any Performance Units awarded under the Plan shall be
forfeited or cancelled, such Performance Units shall thereafter be available
for award under the Plan. 

 
Section 6.  Awards 
 
     (a)  General.  Awards may be granted on the terms and conditions set
forth in this Section 6.  In addition, the  
 
     

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Committee may impose on any Award or the exercise thereof, at the date of
grant or thereafter (subject to Section 8(a)), 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; provided, however, that the
Committee shall retain full power to accelerate or waive any such additional
term or condition as it may have previously imposed.  All Awards shall be
evidenced by an Award Agreement. 
 
     (b)  Options.  The Committee may grant Options to Participants on the
following terms and conditions: 
 
         (i)  Exercise Price.  The exercise price of each Option shall be
determined by the Committee at the time the Option is granted, but (except as
provided in Section 7(a)) the exercise price of any Option shall not be less
than the Fair Market Value of the shares covered thereby at the time the
Option is granted.   
 
          (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,
whether the exercise price shall be paid in cash or by the surrender at Fair
Market Value of Stock, or by any combination of cash and shares of Stock,
including, without limitation, cash, Stock, other Awards, 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)  Incentive Stock Options.  The terms of any Option granted
under the Plan as an ISO 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. 
 
     (c)  Performance Units.  The Committee is authorized to grant Performance
Units to Participants on the following terms and conditions: 
 
          (i)  Performance Criteria and Period.  At the time it makes an award
of Performance Units, the Committee shall establish both the performance goal
or goals and the performance period or periods applicable to the Performance
Units so awarded.  A performance goal shall be a goal, expressed in terms of
growth in book value, earnings per  






 
 
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share, return on equity or any other financial or other measurement deemed
appropriate by the Committee, or may relate to the results of operations or
other measurable progress of either the Company as a whole or the
Participant's Subsidiary, division or department.  The performance period will
be the period of time over which one or more of the performance goals must be
achieved, which may be of such length as the Committee, in its discretion,
shall select.  Neither the performance goals nor the performance periods need
be identical for all Performance Units awarded at any time or from time to
time.  The Committee shall have the authority, in its discretion, to
accelerate the time at which any performance period will expire or waive or
modify the performance goals of any Participant or Participants. The Committee
may also make such adjustments, to the extent it deems appropriate, to the
performance goals for any Performance Units awarded to compensate for, or to
reflect, any material changes which may have occurred in accounting practices,
tax laws, other laws or regulations, the financial structure of the Company,
acquisitions or dispositions of business or Subsidiaries or any unusual
circumstances outside of management's control which, in the sole judgment of
the Committee, alters or affects the computation of such performance goals or
the performance of the Company or any relevant Subsidiary, division or
department. 
 
          (ii)  Value of Performance Units.  The value of each Performance
Unit at any time shall equal the book value per share of the Company's Stock,
as such value appears on the consolidated balance sheet of the Company as of
the end of the fiscal quarter immediately preceding the date of valuation.  
 
     (d)  Restricted Stock.  The Committee is authorized to grant Restricted
Stock to Participants on the following terms and conditions:  
 
          (i)  Restricted Period.  Restricted Stock awarded to a Participant
shall be subject to such restrictions on transferability and other
restrictions for such periods as at the time of such Award, which restrictions
may lapse separately or in combination at such times, under such
circumstances, or otherwise, as the Committee may determine. 
 
          (ii)  Forfeiture.  Restricted Stock shall be forfeitable to the
Company upon termination of employment during the applicable restricted
periods.  The Committee, in its discretion, whether in an Award Agreement or
anytime after an Award is made, may accelerate the time at which  









 
 
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restrictions or forfeiture conditions will lapse or remove any such
restrictions, including upon death, disability or  
retirement, whenever the Committee determines that such action is in the best
interests of the Company. 
 
          (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 may bear an appropriate legend referring to the
terms, conditions and restrictions applicable to such Restricted Stock. 
 
          (iv)  Rights as a Shareholder.  Subject to the terms and conditions
of the Award Agreement, the Participant shall have all the rights of a
stockholder with respect to shares of Restricted Stock awarded to him or her,
including, without limitation, the right to vote such shares and the right to
receive all dividends or other distributions made with respect to such shares. 
If any such dividends or distributions are paid in Stock, the Stock shall be
subject to restrictions and a risk of forfeiture to the same extent as the
Restricted Stock with respect to which the Stock has been distributed. 
 
     (e)  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 over
(B) the grant price of the SAR as determined by the Committee as of the date
of grant of the SAR, which grant price (except as provided in Section 7(a))
shall not be 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 may be granted on such terms,
not inconsistent with this Section 6(e), as the Committee may determine. 
Limited SARs may be either freestanding or in tandem with other Awards. 
 
     (f)  Bonus Stock and Awards in Lieu of Cash Obligations.  The Committee
is authorized to grant Stock as 







 
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bonus, or to grant Stock or other Awards in lieu of Company or Subsidiary
obligations to pay cash or deliver other property 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)  Other Stock-Based Awards.  The Committee is authorized, subject to
limitations under applicable law, to grant to Participants such other
Stock-Based Awards in addition to those provided in Sections 6(b) and (d)
through (e) hereof, as deemed by the Committee to be consistent with the
purposes of the Plan.  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(g) shall be purchased for such
consideration and 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. 
 
     (h)  Cash Payments.  The Committee is authorized, subject to limitations
under applicable law, to grant to Participants Tax Bonuses and other cash
payments, whether awarded separately or as a supplement to any Stock-Based
Award.  The Committee shall determine the terms and conditions of such Awards.

 Section 7.  Additional 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 or any Subsidiary, or any business entity acquired by the
Company or any Subsidiary, or any other right of a Participant to receive
payment from the Company or any Subsidiary.  If an Award is granted in
substitution for another Award or award, the Committee shall require the
surrender of such other Award or award in consideration for the grant of the
new Award.  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: 
 







 
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          (i)  granted in substitution for an outstanding Award or award,
shall be not less than the lesser of (A) the Fair Market Value of a share of
Stock at the date such substitute Award is granted or (B) 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 not be 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)  Exchange and Buy Out Provisions.  The Committee may at any time
offer to exchange or buy out any previously granted Award for a payment in
cash, Stock, other Awards (subject to Section 7(a)), or other property based
on such terms and conditions as the Committee shall determine and communicate
to a Participant at the time that such offer is made. 
 
     (c)  Performance Conditions.  The right of a Participant to exercise or
receive a grant or settlement of any Award, and the timing thereof, may be
subject to such performance conditions as may be specified by the Committee. 
 
     (d)  Term of Awards.  The term of each Award shall, except as provided
herein, be for such period as may be determined by the Committee; provided,
however, that in no event shall the term of any ISO, or any 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). 
 
     (e)  Form of Payment.  Subject to the terms of the Plan and any
applicable Award Agreement, payments or transfers 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), in each case determined
in accordance with rules adopted by, and at the discretion of, the Committee.
(Such payments may include, without limitation, provisions for the payment or
crediting of reasonable interest on installments or deferred payments.)  The
Committee, in its discretion, may accelerate any payment or transfer upon a
change in control as defined by the Committee.  The Committee may also
authorize payment upon  
 








 
                                - 10 - 
 
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the exercise of an Option by net issuance or other cashless exercise methods. 
 
     (f)  Loan Provisions.  With the consent of the Committee, and subject at
all times to 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 the conditions,
if any, under which the loan or loans may be forgiven. 
 
     (g)  Awards to Comply with Section 162(m).  The Committee may (but is not
required to) grant an Award pursuant to the Plan to a Participant who, in the
year of grant, may be a "covered employee," within the meaning of Section
162(m) of the Code, which is intended to qualify as "performance-based
compensation" under Section 162(m) of the Code (a "Performance-Based Award"). 
The right to receive a Performance-Based Award, other than Options and SARs
granted at not less than Fair Market Value, shall be conditional upon the
achievement of performance goals established by the Committee in writing at
the time such Performance-Based Award is granted.  Such performance goals,
which may vary from Participant to Participant and Performance-Based Award to
Performance-Based Award, shall be based upon the attainment by the Company or
any Subsidiary, division or department of specific amounts of, or increases
in, one or more of the following, any of which may be measured either in
absolute terms or as compared to another company or companies: revenues,
earnings, cash flow, net worth, book value, stockholders' equity, financial
return ratios, market performance or total stockholder return, and/or the
completion of certain business or capital transactions. Before any
compensation pursuant to a Performance-Based Award is paid, the Committee
shall certify in writing that the performance goals applicable to the
Performance-Based Award were in fact satisfied.   
 
          The maximum amount which may be granted as Performance-Based Awards
to any Participant in any calendar year shall not exceed (i) Stock-Based
Awards for 100,000 








 
 
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shares of Stock (whether payable in cash or stock), subject 
to adjustment as provided in Section 8(a) hereof, (ii) 100,000 Performance
Units, (iii) a Tax Bonus payable with respect to the Stock-Based Awards
described in clause (i) and Performance Units described in clause (ii), and
(iv) cash payments (other than Tax Bonuses) of $1,000,000.   
 
     (h)  Change of Control.  In the event of a Change of Control of the
Company, all Awards granted under the Plan (including Performance-Based
Awards) that are still outstanding and not yet vested or exercisable or which
are subject to restrictions shall become immediately 100% vested in each
Participant or shall be free of any restrictions, as of the first date that
the definition of Change of Control has been fulfilled, and shall be
exercisable for the remaining duration of the Award.  All Awards that are
exercisable as of the effective date of the Change of Control will remain
exercisable for the remaining duration of the Award. 

 
Section 8. Adjustments upon Changes in Capitalization; 
           Acceleration in Certain Events 
 
     (a)  In the event that the Committee shall determine that any stock
dividend, recapitalization, forward split or reverse split, reorganization,
merger, consolidation, spin-off, combination, repurchase or share exchange,
or other similar corporate transaction or event, affects the Stock or the book
value of the Company 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
issued in connection with Awards, (ii) the number and kind of shares of Stock
issuable in respect of outstanding Awards, (iii) the aggregate number and kind
of shares of Stock available under the Plan, (iv) the number of Performance
Units which may thereafter be granted and the book value of the Company with
respect to outstanding Performance Units, and (v) the exercise price, grant
price, or purchase price relating to any Award or, if deemed appropriate, make
provision for a cash payment with respect to any outstanding Award; provided,
however, in each case, that no adjustment shall be made which would cause the
Plan to violate Section 422(b)(1) of the Code with respect to ISOs or would
adversely affect the status of a Performance-Based Award as "performance-based
compensation" under Section 162(m) of the Code.   
 
     (b)  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  







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nonrecurring events (including, without limitation, events  
described in the preceding paragraph) affecting the Company or any Subsidiary,
or in response to changes in applicable laws, regulations, or accounting
principles.  Notwithstanding the foregoing, no adjustment shall be made in any
outstanding Performance-Based Awards to the extent that such adjustment would
adversely affect the status of that Performance-Based Award as
"performance-based compensation" under Section 162(m) of the Code. 

 
Section 9.  General Provisions 
 
     (a)  Changes to the Plan and Awards.  The Board of Directors of the
Company may amend, alter, suspend, discontinue, or terminate the Plan or the
Committee's authority to grant Awards under the Plan without the consent of
the Company's stockholders or Participants, except that any such amendment,
alteration, suspension, discontinuation, or termination shall be subject to
the approval of the Company's stockholders within one year 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 the
stockholders for approval; provided, however, that without the consent of an
affected Participant, no amendment, alteration, suspension, discontinuation,
or termination of the Plan may materially and adversely affect the rights of
such Participant under any Award theretofore granted and any Award Agreement
relating thereto.  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 amendment, alteration,
suspension, discontinuation, or termination of any Award may materially and
adversely affect the rights of such Participant under such Award. 
 
          The foregoing notwithstanding, any performance condition specified
in connection with an Award shall not be deemed a fixed contractual term, but
shall remain subject to adjustment by the Committee, in its discretion at any
time in view of the Committee's assessment of the Company's strategy,
performance of comparable companies, and other circumstances, except to the
extent that any such adjustment to a performance condition would adversely
affect the status of a Performance-Based Award as "performance-based
compensation" under Section 162(m) of the Code.   
 








 
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          Notwithstanding the foregoing, if the Plan is ratified by the
stockholders of the Company at the Company's 1997 Annual Meeting of
Stockholders, then unless approved by the stockholders of the Company, no
amendment will:  (i) change the class of persons eligible to receive Awards;
(ii) materially increase the benefits accruing to Participants under the Plan,
or (iii) increase the number of shares of Stock or the number of Performance
Units subject to the Plan. 
 
     (b)  No Right to Award or Employment.  No employee or other person shall
have any claim or right to receive an Award under the Plan.  Neither the Plan
nor any action taken hereunder shall be construed as giving any employee any
right to be retained in the employ of the Company or any Subsidiary. 
 
     (c)  Taxes.  The Company or any Subsidiary is authorized to withhold from
any Award granted, 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 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. 
 
     (d)  Limits on Transferability; Beneficiaries.  No Award or other right
or interest of a Participant under the Plan shall be pledged, encumbered, or
hypothecated to, or in favor of, or subject to any lien, obligation, or
liability of such Participants to, any party, other than the Company or any
Subsidiary, or assigned or transferred by such Participant otherwise than by
will or the laws of descent and distribution, and such Awards and rights shall
be exercisable during the lifetime of the Participant only by the Participant
or his or her guardian or legal representative. Notwithstanding the foregoing,
the Committee may, in its discretion, provide that Awards or other rights or
interests of a Participant granted pursuant to the Plan (other than an ISO)
be transferable, without consideration, to immediate family members (i.e.,
children, grandchildren or spouse), to trusts for the benefit of such
immediate family members and to partnerships in which such family members are
the only partners.  The Committee may attach to such transferability feature
such terms and conditions as it deems advisable.  In addition, a Participant
may, in the manner established by the Committee, designate a  








 
 
                                   - 14 - 
 
<PAGE> 

beneficiary (which may be a person or a trust) to exercise the rights of the
Participant, and to receive any distribution, with respect to any Award upon
the death of the Participant.  A beneficiary, guardian, legal representative
or other person claiming any rights under the Plan from or through any
Participant shall be subject to all terms and conditions of the Plan and any
Award Agreement applicable to such Participant, except as otherwise determined
by the Committee, and to any additional restrictions deemed necessary or
appropriate by the Committee. 
 
     (e)  No Rights to Awards; No Stockholder Rights.  No Participant shall
have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Participants.  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 to the Participant in accordance
with the terms of the Award. 
 
     (f)  Discretion.  In exercising, or declining to exercise, any grant of
authority or discretion hereunder, the Committee may consider or ignore such
factors or circumstances and may accord such weight to such factors and
circumstances as the Committee alone and in its sole judgment deems
appropriate and without regard to the affect such exercise, or declining to
exercise such grant of authority or discretion, would have upon the affected
Participant, any other Participant, any employee, the Company, any Subsidiary,
any stockholder or any other person. 
 
     (g)  Effective Date.  The effective date of the Plan is September 11,
1996.   
 
     (h)  Shareholder Approval.  Unless and until the Plan is approved by the
stockholders of the Company at the Company's 1997 Annual Meeting of
Stockholders, no Stock-Based Award may be granted to any officer of the
Company. 
 
 
 
 
 
 





 
 
 
 
 
 
 
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