Exhibit 10(ii)
   

                                                                      
                               

                         ORION CAPITAL CORPORATION

                1982 LONG-TERM PERFORMANCE INCENTIVE PLAN
             
     
 

1.   PURPOSE OF THE PLAN 

          The purpose of the Orion Capital Corporation 1982 Long-Term
Performance 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.  To that end, the Company may, from time to time
during the effective period of the Plan, award to such employees as
may be selected in the manner provided below one or more of Incentive
Stock Options, Non-Qualified Stock Options, Restricted Stock and
Performance Units (each as hereinafter described), subject to the
conditions hereinafter set forth.

2.   ADMINISTRATION OF THE PLAN
             
          The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company as may from time
to time be designated by the Board of Directors (the "Committee"). 
No member of the Committee while serving as such shall be eligible
for participation in the Plan.  A majority of the Committee shall
constitute a quorum, and the acts of a majority of the members
present at any meeting at which a quorum is present, in person or by
means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each
other, or acts approved in writing by all of the members, shall be
the acts of the Committee.
             
          Subject to the provisions of the Plan, the Committee shall
have full and final authority in its discretion (a) to select the
employees who will participate in the Plan, (b) to determine the
amount and type of the awards to be made to each employee so
selected, (c) to determine the time or times at which awards will be
made, (d) to construe and interpret 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 (e) to make all other
determinations as it may deem necessary or advisable for the
administration of the Plan.             

3.   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.  The
term "employees," as used herein, shall include officers of the 


                              




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Company or of a subsidiary of the Company, and shall include
directors who are also employees of the Company or of a subsidiary of
the Company.  The term "subsidiary," as used herein, shall mean any
corporation of which 50% or more of the outstanding voting securities
are beneficially owned, directly or indirectly, now or hereafter, by
the Company. 

          No employee shall have any right to participate in the Plan
unless selected by the Committee and then only to the extent
determined by the Committee.  In selecting the employees who may
become participants in the Plan, as well as in determining the
amount, type and terms and conditions of each award made under the
Plan, the Committee shall weigh such factors as it shall deem
relevant to accomplish the purposes of the Plan, and all actions
taken and determinations made by the Committee, in its sole
discretion, shall be final and binding and not subject to review.
             
          An employee to whom an award has been made under the Plan
may receive one or more additional awards if the Committee shall so
determine.  No employee shall be eligible to receive any stock option
or Restricted Stock if, at the time such award is made, such employee
owns stock possessing more than ten percent of the total combined
voting power of all classes of stock either of the Company or of any
subsidiary.

4.   PLAN LIMITATIONS; SHARES SUBJECT TO THE PLAN

          Subject to the provisions of Section 9 hereof, the
aggregate number of shares of Common Stock, $1.00 par value, of the
Company (the "Common Stock") for which options may be awarded, or
which may be issued as Restricted Stock, shall not exceed 800,000
shares.  Such shares shall be made available, at the discretion of
the Board of Directors, either from the authorized but unissued
shares of Common Stock of the Company or from shares of Common Stock
held by the Company as treasury shares, including shares purchased in 
the open market.  If an option award under this Plan shall expire or 
terminate or be surrendered to the Company (other than pursuant to
Section 5(g) unexercised as to any shares covered thereby, or if any
shares of Restricted Stock awarded under the Plan shall be forfeited
or surrendered to the Company, the shares represented thereby shall
thereafter again be available for other awards under the Plan. 
However, if an option award under this Plan shall be accepted for     
surrender pursuant to terms and conditions determined by the
Committee under Section 5(g) hereof, and shares covered thereby shall
not thereafter be available for other awards under the Plan.

          Subject to the provisions of Section 9 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 making of awards under the
Plan.




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<PAGE>
5.   STOCK OPTIONS
             
     (a)  Award of Options.  Subject to the provisions of the Plan,
the Committee may from time to time, in its sole discretion, award to
employees who have been selected to participate in the Plan options
to purchase shares of Common Stock of the Company.  In connection
therewith, the Committee shall have full and final authority in its
discretion, subject to the provisions of the Plan, (i) to determine
the employees to whom options are to be awarded, (ii) in the case     
of each option awarded, to determine whether the same shall be an
incentive stock option pursuant to section 422 of the Internal
Revenue Code of 1986 (the "Code"), as the same may from time to time
be amended (an "Incentive Stock Option"), or an option which does not
qualify under such section 422 (a "Non-Qualified Option"), (iii) to
determine the number of shares subject to each option, (iv) to
determine the time or times at which options will be awarded, (v) to
determine the option price of the shares subject to each option,
which price shall not be less than the minimum specified in Section
5(c) hereof, (vi) to determine the time or times when each option
becomes exercisable and the duration of the exercise period, and
(vii) to prescribe the form or forms of the instruments evidencing
any options awarded under the Plan (which forms shall be consistent
with the Plan but need not be identical).
             
     (b)  Term of Options.  The full term of each option awarded
hereunder shall be for such period as the Committee shall determine,
but not for more than ten years and one day from the date of awarding
of a Non Qualified Option and not more than ten years from the date
of awarding of an Incentive  Stock Option.  Each option shall be
subject to earlier termination as provided in paragraphs (f) and (g)
of this Section 5.
             
     (c)  Option Price.  The option price shall be determined by the
Committee at the time any option is awarded, and shall be not less
than 100 percent of the fair market value (but in no event less than
par value) of the shares covered thereby at the time the option is
awarded.  The option price shall be paid in cash or by the surrender,
at the fair market value thereof, of shares of Common Stock of the
Company, or by any combination of cash and such shares.  For purposes
of this Plan, the "fair market value" of a share of Common Stock of   
the Company shall be deemed to be, at any time, the mean of the high
and low selling prices of such Common Stock as reported on the New
York Stock Exchange, Inc.

     (d)  Non-Transferability of Options - Designation of
Beneficiary.  (i) Except as provided in paragraph (ii) of this
Section, no option awarded under this Plan shall be transferred by
the holder thereof otherwise than to his designated beneficiary or
estate pursuant to Section 8 hereof, and such option may be exercised
during his or her lifetime only by him or her.  

     (ii) Notwithstanding the foregoing, the Committee may, in its
discretion, provide that options, restricted stock, performance units
or other rights or interests of an employee granted pursuant to this
Plan (other than an Incentive Stock Option) be transferable, without
consideration, to immediate family members (i.e., children, 


                              - 3 -
 




<PAGE>
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, an employee may, in the manner established by the
Committee, designate a beneficiary (which may be a person or a trust)
to exercise the rights of the employee, and to receive any
distribution with respect to any award made under this Plan upon the
death of the employee.  A beneficiary, guardian, legal
representative, or other person claiming any rights under the Plan
from or through any employee shall be subject to all terms and
conditions of the Plan and any 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)  Limitations on Incentive Stock Options.  In the case of any
Option which is intended to be an Incentive Stock Option, which is
awarded after January 1, 1987, the aggregate fair market value
(determined at the time the option is granted) of the Common Stock
with respect to which Incentive Stock Options are exercisable for the
first time by an optionee during any calendar year (under all stock
option plans of the Company) shall not exceed one hundred thousand    
          dollars ($100,000).                             

     (f)  Exercise of Options.  (i) Subject to the provisions of
Section 5(e) hereof, each option awarded under this Plan shall be
exercisable on such date or dates and during such period and for such
number of shares as shall be determined pursuant to the provisions of
the instrument evidencing such options.
             
     (ii) A person electing to exercise an option shall give written
notice to the Company of such election and of the number of shares
such person has elected to purchase, and shall at the time of
exercise tender the full purchase price of the shares he has elected
to purchase.  Until receipt by the Company of such full purchase
price, he shall possess no rights of a record holder with respect to
any of such shares.  Upon the exercise of an option at a time when
there is not in effect a registration statement under the Securities
 Act of 1933 relating to the shares issuable upon exercise of the
option, the optionee shall provide the Company with such
representations and warranties as may be required by the Company to
the effect that the shares to be purchased pursuant to the option are
being acquired for investment and not with a view to the distribution
thereof.  Without limiting the Company's obligations with respect to  
outstanding options, no shares shall be purchased upon the exercise
of any option unless all applicable requirements of the Securities
and Exchange Commission, and any other regulatory agencies having
jurisdiction and of any stock exchanges upon which the shares may be
listed have been fully complied with.  The Company shall use its best
efforts to comply with all such regulations and appropriate
provisions may be made in the instruments evidencing options to
provide for suitable adjustments in the event that the Company is     
unable to comply with such regulations.
             


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<PAGE>
     (iii) No option shall be affected by any change of duties or
position of the optionee (including transfer to or from a
subsidiary), so long as he continues to be an employee of the Company
or any of its subsidiaries.  If an optionee shall cease to be such an
employee for any reason other than death, such option shall
thereafter be exercisable only to the extent of the purchase rights,
if any, which had accrued as of the date of such cessation, and such
remaining right to purchase shall in any event terminate upon the
earlier of (a) the expiration of the full term of the option or (b)
the expiration of three months from the date of such cessation of     
employment.  Nothing in this Plan or in any option awarded hereunder
shall confer upon any optionee any right to continue in the employ of
the Company or any of its subsidiaries or to interfere in any way
with the right of the Company or its subsidiaries to terminate his
employment at any time.
             
     (iv) Should an optionee die while in the employ of the Company
or any of its subsidiaries, such optionee's designated beneficiaries
or such other persons as shall have acquired, by will or by the laws
of descent and distribution, the right to exercise any option
theretofore awarded such optionee may, in either case, exercise such
option at any time prior to expiration of its full term or the
expiration of one year from the date of death of the optionee,
whichever is earlier.
             
     (v) Any exercise pursuant to subparagraphs (iii) or (iv) above
shall be limited to the purchase rights which shall have accrued as
of the date when the optionee ceased to be such an employee, whether
by death or otherwise, provided, however, that the Committee may
provide in the instrument evidencing any option, or any amendment
thereto, that all shares covered by such option shall become subject
to purchase immediately upon the death or cessation of employment of
the optionee.
      
     (g)  Surrender of Options.  The Committee may, under such terms
and conditions as it deems appropriate, accept the surrender by an
optionee of a right to exercise an option to purchase shares of
Common Stock and authorize a payment in consideration therefor of an
amount equal to the difference obtained by subtracting the option
price from the fair market value on the date of such surrender, such
payment (net of any amount withheld pursuant to Section 12 hereof) to
be, in the sole discretion of the Committee, in shares of the Common
Stock of the Company valued at fair market value on the date of such
surrender, or in cash, or partly in such shares and partly in cash,
provided that the Committee shall have determined that such
settlement is consistent with the purposes set forth in Section 1
hereof.
             
     (h)  Stock Option Agreements.  Each option awarded under the
Plan shall be evidenced by a stock option agreement (which need not
be identical with other stock option agreements) executed on behalf
of the Company by a member of the Committee or by an officer
designated by the Committee and by the optionee which shall set forth
the terms and conditions of the option (including, in the case of
Incentive Stock Options, such terms as shall be requisite in the
judgment of the Committee to provide that those options will be
"incentive stock options" within the meaning of Section 422 of the 

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<PAGE>
Code) either expressly or by reference to the Plan and which may
contain other provisions provided they are neither inconsistent with
nor prohibited by the Plan.

6.   RESTRICTED STOCK
             
     (a)  Restricted Stock Awards.  Subject to the provisions of the
Plan, the Committee may from time to time, in its sole discretion,
contingently award to employees who have been selected to participate
in the Plan shares of Common Stock of the Company upon the terms and
conditions, and subject to the restrictions set forth in this Section
6 ("Restricted Stock").  In connection therewith, the Committee shall
have full and final authority in its discretion, subject to the
provisions of the Plan, (i) to determine the employees to be awarded
Restricted Stock, (ii) to determine the number of shares of
Restricted Stock to be awarded to each such employee, (iii) to
determine the time or times at which awards of Restricted Stock shall
be made, (iv) to determine the Restricted Period (as hereinafter
defined) applicable to each award of Restricted Stock and (v) to
prescribe the form or forms of the agreements to be entered into
between the Company and each employee to whom Restricted Stock is
awarded (which agreements shall be consistent with the Plan but need
not be identical).  

     (b)  Restricted Period.  (i)  Except as hereinafter expressly
provided, no shares of Restricted Stock awarded to an employee may be
sold, assigned, transferred, pledged, hypothecated or otherwise
 encumbered by the employee for such period, as shall be established
by the Committee in its sole discretion at the time of such award
(the "Restricted Period").  If at any time an employee to whom
Restricted Stock has been awarded is no longer employed by the
Company or any of its subsidiaries for any reason (other than death,
permanent and total disability, or retirement), all shares of
Restricted Stock theretofore awarded to him and as to which the
applicable Restricted Period has not expired shall immediately be
forfeited and returned to the Company, and all rights of such
employee with respect to such Restricted Stock shall terminate,
without payment of any consideration by the Company.
             
     (ii) In the event that an employee to whom Restricted Stock has
been awarded is no longer employed by the Company or any of its
subsidiaries by reason of such employee's death, permanent and total
disability or retirement, the restrictions set forth in Section
6(b)(i) shall be deemed to have been satisfied as to the number of
full shares of such employee's Restricted Stock determined by
multiplying the total number of shares of Restricted Stock subject to
each Restricted Stock award by a fraction, the numerator of which
shall be the number of days between the date of such award and the
date of termination of employment, and the denominator of which shall
be the total number of days in the applicable Restricted Period. 
Shares of Restricted Stock as to which restrictions have not so
lapsed shall be forfeited and returned to the Company as provided in
Section 6(b)(i).              
                 
  (iii) Notwithstanding the terms of the foregoing sections, the
Committee shall have the authority, in its sole discretion, to 


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<PAGE>
accelerate the time at which restrictions will lapse or to remove any
such restrictions whenever it may determine that, by reason of
changes in applicable tax or other laws or any other changes in
circumstances arising after the date of award, such action is in the
best interests of the Company and equitable to the employee or his or
her heirs or designated beneficiaries.
             
     (c)  Legend:  Deposit of Certificates.  Each certificate issued
in respect of shares of Restricted Stock awarded under the Plan shall
be registered in the name of the employee and deposited by the
employee, together with a stock power endorsed in blank, with the
Company, and shall bear the following (or a similar) legend, and any
other legend required by law:        
     
The transferability of this certificate and the shares of 
stock represented hereby are subject to the terms and
conditions (including forfeiture) contained in the Orion
Capital Corporation 1982 Long-Term Performance Incentive Plan,
as amended, and an agreement between the registered owner and
Orion Capital Corporation.  Copies of such plan and agreement
are on file in the offices of the Secretary of Orion Capital
Corporation, 600 Fifth Avenue, New York, New York 10020.
                   
 Upon the expiration of the Restricted Period, or the earlier lapse
of restrictions pursuant to Section 6(b)(ii) or (iii) hereof, the
Company shall deliver to the employee (or to his or her heir,
designated beneficiary or legal representative) a certificate or
certificates not bearing the legend required by this paragraph.
             
     (d)  Rights as a Shareholder.  Except for the restrictions set
forth herein and subject to the terms and conditions of the agreement
between the Company and the employee to whom Restricted Stock has
been awarded, the employee 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.                                          

7.   PERFORMANCE UNITS
             
     (a)  Award of Performance Units.  Subject to the provisions of
the Plan, the Committee may from time to time, in its sole
discretion, award "Performance Units" to employees who have been
selected to participate in the Plan.  In connection therewith, the
Committee shall have full and final authority in its discretion,
subject to the provisions of the Plan, (i) to determine, from time to
time, the employees to whom Performance Units are to be awarded, (ii)
to determine the number of Performance Units to be awarded to each
such employee, (iii) to determine the time or times at which awards
of Performance Units shall be made, (iv) to determine the Performance
Period, Performance Target and Applicable Percentages (each as
hereinafter defined) applicable to each award of Performance Units,
and (v) to prescribe the form or forms of the agreements to be
entered into between the Company and each employee to whom
Performance Units may be awarded (which agreements shall be
consistent with the Plan but need not be identical).

      

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<PAGE>
     (b) Performance Period.  (i)  At the time it makes an award of
Performance Units, the Committee shall determine the Performance
Period applicable to the Performance Units so awarded.  If at any
time an employee to whom Performance Units have been awarded is no
longer employed by the Company or any of its subsidiaries for any
reason (other than death, permanent and total disability, or
retirement), all Performance Units theretofore awarded to him and as
to which the applicable Performance Period has not expired shall
immediately be forfeited, and all rights of such employee with
respect to such Performance Units shall terminate, without payment of
any consideration by the Company.
             
    (ii) In the event that an employee to whom Performance Units have
been awarded is no longer employed by the Company or any of its
subsidiaries prior to the expiration of the Performance Period by
reason of such employee's death, permanent and total disability or
retirement, such employee (or his or her heirs, designated
beneficiaries or legal representative) shall be entitled, following
the expiration of such Performance Period, to a payment in an amount
equal to the payment, if any, which would have been made pursuant to
Section 7(f) hereof if such termination of employment had not
occurred times a fraction, the numerator of which shall be the number
of days between the date of award of the outstanding Performance
Units and the date of termination of employment, and the denominator
of which shall be the total number of days in the applicable
Performance Period.             

     (iii) Notwithstanding the terms of the foregoing sections, the
Committee shall have the authority, in its sole discretion, to
accelerate the time at which any Performance Period will expire or
declare the Performance Units of any employee or employees
immediately payable in such amounts as the Committee may determine as
being in the best interest of the Company and equitable to the
employee or his or her heirs or designated beneficiaries.
             
     (c)  Performance Target.  At the time of each award of
Performance Units, the Committee shall determine the Performance
Target which shall be applicable to the Performance Units so awarded. 
The Performance Target shall be a goal, expressed in terms of growth
in book value, earnings per share, return on equity or any other
financial or other measurement deemed appropriate by the Committee,
to be attained by the conclusion of the Performance Period, failing
which attainment the Performance Units subject to the Performance
Target shall lapse or be subject to adjustment by an Applicable 
Percentage as and to the extent determined by the Committee.  At the
discretion of the Committee, the Performance Target for any such
award may relate to the results of operations or other measurable
progress of either the Company as a whole or the employee's
subsidiary, division or department.  The Performance Target need not
be identical for all Performance Units awarded at any time or from
time to time.
             
     (d)  Applicable Percentages.  At the time of each award of
Performance Units, the Committee shall determine the Applicable
Percentages which shall be applicable to the Performance Units so
awarded.  The Applicable Percentages shall consist of such range of
percentages as the Committee shall determine at the time of each a

                     
                              - 8 -




<PAGE>
ward, as shall be applicable to the total number of Performance Units
awarded to an employee at any one time and which shall be applied to
the total number of Performance Units so awarded to reflect, in such
manner as the Committee may determine to be appropriate, the degree
to which the Performance Target shall have been met or exceeded.  The
Applicable Percentages need not be identical for all Performance
Units granted at any time or from time to time.

     (e)  Value of Performance Units.  The value of each Performance
Unit at any time shall equal the book value per share of the
Company's Common Stock as such value appears on the consolidated
balance sheet of the Company and its subsidiaries as of the end of
the fiscal quarter immediately preceding the date of valuation;
provided, however, that Performance Units shall not be or be deemed
to be shares of capital stock of the Company and the award of
Performance Units under the Plan shall not entitle the employee to
whom Performance Units have been awarded to any dividend, voting or
other rights of a stockholder.  Prior to the availability of a
definitive balance sheet for a particular quarter the Committee shall
make a good faith estimate of such book value and any payment during
such period shall be subject to adjustment when a definitive balance
sheet shall be available.
             
     (f)  Payment of Performance Units.  Subject to the provisions of
the Plan and the terms of each employee's award, each employee
awarded Performance Units shall be entitled to payment in respect
thereof as soon as practicable after the close of the Performance
Period applicable to such award.  Such payment shall be made in cash,
in an amount equal to the value of all such vested Performance Units
then held by the employee (determined in accordance with Section 7(e)
hereof), times the Applicable Percentage.  The Committee may also
make adjustments, to the extent it deems appropriate at the
conclusion of the Performance Period, in the Performance Target or
Applicable Percentages for any Performance Units awarded to
compensate for, or to reflect, any material changes which may have
occurred in accounting practices, tax laws or other laws or
regulations which alter or affect the computation of such Performance
Target, or any unusual circumstances outside of management's control
which materially affect the performance of the Company or any
relevant subsidiary, division or department.  Notwithstanding the
foregoing, no adjustments shall be made in any outstanding
Performance Units to the extent that such adjustment would adversely
affect the status of that Performance Units as "performance-based
compensation" under Section 162(m) of the Code.

8.   DESIGNATION OF BENEFICIARY
             
An employee who has received an award under this Plan may, with the
consent of the Committee, designate a person or persons to be his or
her designated beneficiaries under this Plan.  Such designation shall
be made upon forms supplied by and delivered to the Company and may
be revoked in writing.  If an employee fails effectively to designate
a beneficiary, then his or her estate will be deemed to be the
beneficiary.
              


                              - 9 -






<PAGE>
 9.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; ACCELERATION 
     IN CERTAIN EVENTS.
             
     (a)  Any instruments evidencing options awarded hereunder, and
any agreements entered into between the Company and an employee in
connection with any award hereunder, may contain such provisions as
the Committee may determine for adjustment of the number and classes
of shares covered thereby, the purchase price of options, the lapsing
of the restrictions on exercise of options or on Restricted Stock,
the number and method of valuation of Performance Units covered
thereby, or the like, in the event of changes in the outstanding
Common Stock of the Company by reason of any stock dividend, stock
split-up, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares or the like, of or by the Company. 
In the absence of any such provision, the Board of Directors of the
Company, in the event of any such change, may make such adjustments
as it may, in its sole discretion, deem equitable; provided, however,
in each case, no adjustment shall be made which would cause the Plan
to violate Section 422(b)(1) of the Code with respect to Incentive
Stock Options or would adversely affect the status of options or
Restricted Stock intended to be "performance-based compensation as
such under Section 162(m) of the Code.  In addition, in the event of
any such change the Board of Directors may make such change as it may
deem appropriate in the aggregate number and classes of shares for
which options may thereafter be awarded, or which may thereafter be
issued as Restricted Stock, or in the aggregate number and method of
valuation of Performance Units which may thereafter be awarded. 

     (b)  Notwithstanding the foregoing, in the event of any of the
following occurs:  (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 13d-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 (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 such that
a majority of the members of the Board are not directors who were
nominated for election or elected to the Board by stockholders of the
Company during the preceding twelve months and who were not members
of the Board twelve months prior to that time ("Continuing
Directors"); or (iii) the stockholders of the Company approve a
merger or 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

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<PAGE>
for the sale or disposition by the Company of (in one or more
transactions) all or substantially all the Company's assets,
(collectively (i) to (iii), "Change of Control"), then (x) all stock
options theretofore awarded under the Plan shall become immediately
exercisable as to all shares of Common Stock covered thereby, and all
restrictions on all shares of Restricted Stock theretofore awarded
under the Plan shall immediately lapse, in each case from such date,
and for such period, as may be necessary to enable the holders
thereof to obtain the benefits of such offer, merger or
consolidation, and (y) the Performance Periods applicable to all
Performance Units theretofore awarded under the Plan will immediately
expire and the Committee may, in its sole discretion, declare the
Performance Units of any employee or employees immediately payable in
such amounts as the Committee may determine.  

     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.
              
10.  NO ASSIGNMENT
             
     Except as provided in Section 5 hereof, an employee's rights and
interests under the Plan may not be assigned or transferred except,
in the event of an employee's death, to his or her designated
beneficiary or to his estate pursuant to Section 8 hereof.

11.  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.

12.  WITHHOLDING
             
     The Company or any subsidiary shall have the right to deduct
from all payments made under the Plan any taxes required to be
withheld in connection therewith under the applicable laws or
regulations of any governmental authority, whether Federal, state or
local and whether domestic or foreign, and, in the case of any shares
of stock transferred pursuant to the Plan, the person receiving such
shares shall be required to pay to the Company or such subsidiary, in
cash or by surrender, at the fair market value thereof, of shares of
Common Stock of the Company, or by any combination of cash or such
shares, the amount of any such taxes which the Company or such
subsidiary is required to withhold with respect to such stock.

13.  AMENDMENT, SUSPENSION OR TERMINATION
             
     The Board of Directors of the Company may at any time terminate
or from time to time amend or suspend (and if suspended, may
reinstate) the Plan; provided, however, that except as provided in
Section 9 hereof, no such amendment shall, without the approval of
the shareholders of the Company, (a) increase the aggregate number of
Performance Units which may be awarded or the number of shares as to 


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<PAGE>
which options may be awarded or which may be awarded as Restricted
Stock under the Plan, either to all employees or any one employee,
(b) change the minimum exercise price of options awarded hereunder,
(c) extend the maximum period during which options may be exercised,
or (d) materially modify the requirements as to eligibility for
participation in the Plan or permit the making of awards to members
of the Committee.  No amendment, suspension or termination shall
adversely affect any right or obligation with respect to any award
theretofore made without the consent of the employee so affected.

     The right to make awards under the Plan shall terminate
automatically at the close of business on December 31, 2002 and
thereafter the function of the Committee will be limited to
supervising the administration of awards previously made.

14.  EFFECTIVE DATE
             
     The effective date of the Plan is August 25, 1982.  The Plan, as
amended,  was approved by the Company's shareholders in 1983, 1987
and 1992.  





































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