EXHIBIT 10.1

                      ALEXANDER & ALEXANDER SERVICES INC.

                         1995 LONG-TERM INCENTIVE PLAN

SECTION 1. PURPOSE

The purpose of the 1995 Long-Term Incentive Plan (the "Plan") is to promote the
success of Alexander & Alexander Services Inc. (the "Company") by providing
incentives for certain key employees which will link their personal interest to
both the long term financial success of the Company and the growth of
stockholder value. The Plan is intended to enhance the Company's ability to
attract, retain and motivate qualified personnel upon whom, in large measure,
the progress, growth and profitability of the Company depends. The various
types of long-term incentive awards provided under the Plan will enable the
Company to respond to changes in compensation practices, tax laws, accounting
regulations, and the size and diversity of its businesses.

SECTION 2. DEFINITIONS

For purposes of the Plan, the following terms shall have the meanings indicated
below unless the context clearly indicates otherwise:

        (a)"AWARD" shall mean any grant of Stock, or of a right to receive
           either Stock or an amount of cash calculated by reference to the
           value of Stock, made under the Plan.

        (b)"AWARD AGREEMENT" shall mean an agreement between a Participant and
           the Company covering the specific terms and conditions of an Award.

        (c) "BOARD OF  DIRECTORS"  shall mean the Board of Directors of the
            Company.

        (d) "BONUS EQUITY PLAN" shall mean the program described in Section
            6.4 of the Plan.

        (e)"CODE" shall mean the Internal Revenue Code of 1986, as it may be
           amended from time to time.

        (f)"COMMITTEE" shall mean the committee appointed by the Board of
           Directors to administer the Plan pursuant to Section 4.

        (g) "COMPANY" shall mean Alexander & Alexander Services Inc.

        (h)"DISABILITY" shall mean permanent disability within the meaning of
           Section 22(e)(3) of the Code.


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        (i)"INCENTIVE STOCK OPTION" shall mean an option to purchase Stock
           granted under Section 6.1 of the Plan which is designated as an
           Incentive Stock Option and is intended to meet the requirements of
           Section 422 of the Code.

        (j)"NONQUALIFIED STOCK OPTION" shall mean an option to purchase Stock
           granted under Section 6.1 of the Plan which is not intended to be an
           Incentive Stock Option.

        (k)"OPTION"  shall mean an Incentive  Stock Option or a  Nonqualified
            Stock Option.

        (l)"OPTION PERIOD" shall mean the period from the date of the grant of
           an Option to the date when the Option expires as stated in the terms
           of the Award Agreement.

        (m)"OPTIONEE" shall mean a Participant who has been granted an option
           to purchase shares of Stock under the provisions of the Plan.

        (n)"OTHER STOCK BASED AWARDS" shall have the meaning specified in
           Section 6.6 of the Plan.

        (o) "PARTICIPANT"  shall mean an employee who has an outstanding Award
            granted under the Plan.

        (p)"PERFORMANCE SHARE/UNIT" shall mean the grant of contingent shares
           of Stock or units under Section 6.5 of the Plan.

        (q)"PERFORMANCE AWARD" shall mean an Award granted under the
           conditions specified in Section 7 of the Plan.

        (r) "PLAN"  shall mean the  Alexander & Alexander  Services  Inc.  1995
            Long-Term Incentive Plan, as it may be amended from time to time.

        (s)"REPLACEMENT OPTION" shall mean an Option to purchase Stock granted
           under Section 6.1(f) of the Plan.

        (t)"RESTRICTED PERIOD" shall mean the period of time from the date of
           grant of Restricted Stock to the date when the restrictions placed
           on the Stock in the Award Agreement lapse.

        (u)"RESTRICTED STOCK" shall mean an Award of Stock granted under
           Section 6.3 or Section 6.4 of the Plan.

        (v)"RETIREMENT" shall mean termination of employment with the Company
           or any of its Subsidiaries at or after age 60 (or such earlier age
           as the Committee shall determine) and pursuant to a retirement plan
           of the Company or the Subsidiary.

       (w) "STOCK" shall mean the Company's common stock, $1.00 par value per 
           share.


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        (x)"STOCK APPRECIATION RIGHT" shall mean a right to receive an amount,
           payable in cash or Stock or partly in cash and partly in Stock,
           equal to the difference between the fair market value of the Stock
           on the date the Award is exercised and the exercise price of the
           Stock Appreciation Right as stated in the Award Agreement.

        (y)"SUBSIDIARY" shall mean any corporation which at the time qualifies
           as a subsidiary of the Company under the definition of "subsidiary
           corporation" in Section 424(f) of the Code.

        (z)"TERMINATION OF EMPLOYMENT" shall be deemed to have occurred at the
           close of business on the last day on which a Participant is carried
           as an active employee on the records of the Company or any of its
           Subsidiaries.

SECTION 3. STOCK SUBJECT TO THE PLAN

3.1     Authorized Stock

        Subject to adjustment as provided in this Section 3, the aggregate
        number of shares of Stock that may be delivered under the Plan shall
        not exceed the sum of (a) 4,700,000 plus (b) the number of shares
        remaining available for issuance on the effective date of the Plan
        under the Company's 1988 Long-Term Incentive Compensation Plan (the
        "Predecessor Plan") plus (c) the lesser of (i) 2,000,000 shares of
        Stock or (ii) the number of shares of Stock received by the Company
        after the effective date of the Plan upon exercise of any Option,
        whether issued under the Plan or the Predecessor Plan. No more than
        940,000 shares shall be issued as Restricted Stock under Sections 6.3
        and 6.4 of the Plan. The exercise of a Stock Appreciation Right,
        whether paid in cash or Stock, shall be deemed to be an issuance of
        Stock under the Plan. The payment of Performance Share/Unit and Other
        Stock Based Awards shall not be deemed to constitute an issuance of
        Stock under the Plan unless payment is made in Stock, in which case
        only the number of shares issued in payment of the Performance
        Share/Unit or Other Stock Based Awards shall constitute an issuance of
        Stock under the Plan.

3.2     Effect of Expirations

        Except as otherwise provided in Section 3.1, in the event that (a) any
        Award granted under the Plan or (b) any Award granted under the
        Predecessor Plan and outstanding on the effective date of the Plan,
        shall expire or terminate for any reason, including by reason of its
        reacquisition (through a purchase, exchange, surrender or otherwise)
        and cancellation by the Company, or if the amount of Stock subject to
        an Award or to be delivered upon exercise of an Award is reduced for
        any reason whatsoever, the Stock no longer subject to such Award shall
        be available to be reawarded under the Plan.


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3.3     Adjustments in Authorized Shares

        In the event of any merger, reorganization, consolidation,
        recapitalization, separation, liquidation, stock dividend, split-up,
        share combination, or other change in the corporate structure of the
        Company affecting the Stock, the number and class of shares which may
        be delivered under the Plan, and the number and class of and/or price
        of shares subject to outstanding Awards granted under the Plan shall be
        adjusted in a manner determined to be appropriate and equitable by the
        Committee, in its sole discretion, to prevent dilution or enlargement
        of rights; and provided that the number of shares subject to any Award
        shall always be a whole number. Any adjustment of an Incentive Stock
        Option under this paragraph or paragraph 3.4 shall be made in such a
        manner so as not to constitute a "modification" within the meaning of
        Section 424(h)(3) of the Code.

3.4     Adjustment for Purposes of Tender Offers

        In the event of the offer to holders of Stock generally relating to the
        acquisition of their shares, the Committee may make such adjustment as
        it deems appropriate and equitable in respect of outstanding Awards so
        that they may be exercisable for or payable in the consideration
        payable in the acquisition transaction. Any adjustment of an Incentive
        Stock Option under this paragraph shall be made in such a manner so as
        not to constitute a "modification" within the meaning of Section
        424(h)(3) of the Code.


SECTION 4. ADMINISTRATION

4.1     The Committee

        The Plan shall be administered by a committee (the "Committee")
        consisting of not less than two directors who shall be appointed from
        time to time by, and shall serve at the discretion of, the Board of
        Directors. A director may serve on the Committee only if he or she has
        not received an Award under the Plan or any similar plan of the Company
        or any of its Subsidiaries for at least one year before his or her
        appointment and otherwise satisfies the definition of a "disinterested
        person" for purposes of Rule 16b-3 under the Securities Exchange Act of
        1934, as amended.

4.2     Authority of the Committee

        Subject to the provisions of the Plan, the Committee shall have full
        power to construe and interpret the Plan; to establish, amend or waive
        rules and regulations for its administration; to accelerate the
        exercisability of any Award or the end of a performance period or the
        termination of any Restricted Period under an Award; to correct errors,
        omissions or inconsistencies in the Plan or in any Award Agreement, or
        any other instrument relating to an Award under the Plan, and (subject
        to the provisions of Section 8) to amend the terms and conditions of
        any outstanding Award to the extent such terms and conditions are
        within the discretion of the Committee as provided in the Plan. The
        Committee's decisions and all related orders or resolutions of the
        Board of Directors with respect to the interpretation and
        administration of the Plan shall be final, conclusive and binding on
        all persons, including the Company, its stockholders, employees,
        Participants and their estates and beneficiaries. Notwithstanding the
        foregoing, no action of the Committee may, without the consent of the
        person or persons entitled to exercise or receive payment of any other
        outstanding Award, adversely affect the rights of such person or
        persons.


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        No member of the Committee shall be liable, in the absence of bad
        faith, for any act or omission with respect to his or her services on
        the Committee. Service on the Committee shall constitute service as a
        director of the Company so that members of the Committee shall be
        entitled to indemnification, any limitation of liability and
        reimbursement as directors with respect to their services as members of
        the Committee.

4.3     Selection of Participants

        The Committee shall have the authority to grant Awards under the Plan
        from time to time to any employee of the Company and any of its
        Subsidiaries (including officers and directors who are employees)
        selected by the Committee. Except as otherwise provided in Section
        6.4(b), the Committee shall select Participants from among employees
        identified by the Company as eligible to participate in the Plan.

4.4     Delegation of Certain Responsibilities

        The Committee may, in its sole discretion, delegate to appropriate
        officers of the Company the administration of the Plan under this
        Section 4; provided, however, that no such delegation by the Committee
        shall be made (i) if such delegation would not be permitted under
        applicable law or (ii) with respect to the administration of the Plan
        as it affects executive officers or directors of the Company, and
        provided further that the Committee may not delegate its authority to
        correct errors, omissions or inconsistencies in the Plan. Subject to
        the above limitations, the Committee may delegate to the Chief
        Executive Officer of the Company its authority under this Section 4 to
        grant Awards to employees who are not executive officers or directors
        of the Company. All authority delegated by the Committee under this
        Section 4.4 shall be exercised in accordance with the provisions of the
        Plan and any guidelines for, conditions on, or limitations to the
        exercise of such authority that may from time to time be established by
        the Committee.

4.5     Award Agreements

        Each Award under the Plan shall be evidenced by an Award Agreement
        which shall be signed by an officer of the Company and by the
        Participant, and shall contain such terms and conditions as may be
        approved by the Committee, which need not be the same in all cases. Any
        Award Agreement may be supplemented or amended in writing from time to
        time as approved by the Committee, provided that the terms of such
        agreements as amended or supplemented, as well as the terms of the
        original Award Agreement, are not inconsistent with the provisions of
        the Plan.


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        Nothing contained in the Plan or any resolutions adopted or to be
        adopted by the Board of Directors or by the stockholders of the Company
        shall constitute the granting of an Award under the Plan. An employee
        who receives an Award under the Plan shall not, with respect to such
        Award, be deemed to have become a Participant and/or an Optionee, or to
        have any rights with respect to such Award, unless and until such
        employee has executed an Award Agreement or other instrument evidencing
        the Award and shall have delivered an executed copy thereof to the
        Company, and has otherwise complied with the applicable terms and
        conditions of the Award.


SECTION 5. ELIGIBILITY

Except with respect to Awards under Section 6.4 (the Bonus Equity Plan), all
officers of the Company and each other employee of the Company and its
Subsidiaries who are expected to contribute substantially to the growth and
profitability of the Company and its Subsidiaries are eligible to receive
Awards under the Plan. Eligibility criteria for participation in the Bonus
Equity Plan are specified in Section 6.4(b).


SECTION 6. AWARDS UNDER THE PLAN

Any Award granted under the Plan may be made either alone or in conjunction
with any other type of Award which may be granted under the Plan; provided that
an Optionee shall not be granted Options for more than 1,000,000 shares of
Stock in any twelve month period.

6.1     Stock Option Awards

        (a)Option Price - The purchase price per share of Stock covered by an
           Option shall be determined by the Committee but shall not be less
           than 100% of the fair market value of such Stock on the date the
           Option is granted. Such fair market value shall be determined by the
           Committee, which may use any reasonable valuation method. An
           Incentive Stock Option granted to any person who, at the time the
           Option is granted, owns (within the meaning of Section 424(d) of the
           Code) stock possessing more than 10% of the total combined voting
           power of all classes of stock of the Company or of its parent or any
           Subsidiary, shall have an exercise price which is at least 110% of
           the fair market value of the Stock subject to the Option.

        (b)Option Period - The Option Period shall be determined by the
           Committee, but no Incentive Stock Option shall be exercisable later
           than ten years from the date of grant and no Nonqualified Stock
           Option shall be exercisable later than ten years and one day from
           the date of grant. Notwithstanding the foregoing, in the case of an
           Optionee owning (within the meaning of Section 424(d) of the Code),
           at the time an Incentive Stock Option is granted, more than 10% of
           the total combined voting power of all classes of stock of the
           Company or any Subsidiary, such Incentive Stock Option shall not be
           exercisable later than five years from the date of grant.


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        (c)Limitation on Amount of Incentive Stock Options - Subject to the
           overall limitations of Section 3 (relating to the aggregate amount
           of Stock subject to the Plan), the aggregate fair market value
           (determined as of the time the Option is granted) of Stock with
           respect to which Incentive Stock Options are exercisable for the
           first time by a Participant during any calendar year under the Plan
           (and all other incentive stock option plans of the Company, any
           Subsidiary or any parent corporation) shall not exceed $100,000. In
           no event, however, shall an acceleration of exercisability pursuant
           to the terms of the Plan operate to reduce or limit the number of
           shares which may be exercised pursuant to such Incentive Stock
           Options. Shares in excess of the $100,000 limit described herein
           which become exercisable as a result of acceleration shall be
           treated as shares subject to a Nonqualified Stock Option.

        (d)Exercisability - An Option shall become exercisable at such time or
           times as determined by the Committee at or subsequent to grant.

        (e) Method of Exercise

          (i)  In order to exercise an Option under the Plan, the Optionee or
               other person(s) entitled to exercise the Option shall give
               written notice of exercise to the Company specifying the number
               of full shares to be purchased. Such notice shall be accompanied
               either by (A) payment in full (in such form as provided in this
               Section 6.1(e)) for the Stock being purchased plus, in the case
               of Nonqualified Stock Options, any required withholding tax as
               provided in Section 9 or (B) delivery of a properly executed
               notice together with irrevocable instructions to a securities
               broker to deliver promptly to the Company the amount of sale or
               loan proceeds.

          (ii) Unless the Committee shall in its sole discretion determine
               otherwise, payment in full or in part may be made by tendering
               to the Company Stock owned by the Optionee (or by the Optionee
               and his or her spouse, jointly) and acquired more than six
               months prior to such tender. The amount of Stock tendered in
               payment shall have a fair market value equal to the aggregate
               purchase price of the number of full shares covered by the
               Option to be purchased, such fair market value to be determined
               in any reasonable manner as may be provided for from time to
               time by the Committee or as may be required to order to comply
               with or to conform to the requirements of any applicable or
               relevant laws or regulations.

          (iii)The Committee in its sole discretion may permit payment in full
               or in part to be made by tendering Restricted Stock awarded under
               Section 6.4 of the Plan at least six months prior to such
               tender. The value of such Restricted Stock shall be specified by
               the Committee at the time it agrees to accept it in payment;
               provided that, if no value is specified by the Committee, the
               value of the Restricted Stock tendered shall be calculated in
               accordance with subparagraph 6.1(e)(ii).


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           (iv)If the exercise price of an Option is paid by delivery of
               Restricted Stock awarded under Section 6.4, then the shares
               issued upon exercise of the Option shall also be Restricted
               Stock and shall remain so for the remainder of the restricted
               period applicable to the shares of Restricted Stock tendered in
               payment.

        (f)Replacement Options -- At the time an Option is granted or upon the
           exercise of an Option granted under the Plan, the Committee may, at
           its sole discretion, authorize the issuance of or grant to the
           Optionee a Replacement Option. A Replacement Option shall be
           authorized or granted only if Stock or Restricted Stock is tendered
           in payment of the exercise price of the Option. The Replacement
           Option shall permit the Optionee to purchase a number of shares of
           Stock equal to the number of shares of Stock tendered in payment of
           the exercise price of the Option, and, if applicable, in
           satisfaction of any withholding taxes due upon exercise of the
           Option. The exercise price of the Replacement Option shall be equal
           to the fair market value of the Stock on the date the original
           Option is exercised, and, subject to the other provisions contained
           herein, may contain such terms as the Committee shall determine
           (including the date or dates on which the Option shall become
           exercisable and the length of the Option Period).

        (g)Termination of Employment - Unless otherwise specified by the
           Committee at or subsequent to the grant, an Option may be exercised
           after an Optionee's Termination of Employment only with respect to
           the number of shares of Stock (subject to adjustment as provided in
           Section 3.3 or 3.4) which the Optionee could have acquired by an
           exercise of the Option immediately prior to the Termination of
           Employment, but in no event after the expiration date of the Option
           as specified in the applicable Award Agreement. Except to the extent
           otherwise provided by the Committee, an Optionee's right to exercise
           any Option following Termination of Employment shall terminate:

          (i)  At the expiration of three months (Incentive Stock Options) or
               three years (Nonqualified Stock Options) after the Optionee's
               Retirement; provided, however, if an Incentive Stock Option is
               not exercised within three months of the Optionee's Termination
               of Employment, it will be treated as a Nonqualified Stock Option
               for purposes of the Plan when it is exercised; or

          (ii) At the expiration of one year (Incentive Stock Options) or
               three years (Nonqualified Stock Options) following a finding
               that the Optionee has a Disability; the determination of the
               Committee on any question involving disability to be conclusive
               and binding; or

          (iii)At the expiration of one year after the Optionee's death if the
               Optionee's Termination of Employment occurs by reason of death
               or if the Optionee had the right to exercise an Option on the
               date of death pursuant to subparagraph (i) of this Section
               6.1(g). Any Option exercised under this subparagraph (iii) may
               be exercised in full by the legal representative of the estate
               of the Optionee or by the person or persons who acquire the
               right to exercise such Option by bequest or inheritance; or


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           (iv)Thirty days following the Optionee's Termination of Employment
               for any other reason, except that, if such Termination of
               Employment would constitute "discharge", as defined in the
               Company's Severance Benefit Plan (as in effect on the effective
               date of the Plan), the Optionee's right to exercise any Option
               shall end immediately upon such Termination of Employment.

        (h) The  person  or  persons  entitled  to  exercise,  or who  have
                exercised,  an Option  shall not be entitled to any rights as a
                stockholder  of the Company with respect to any shares  subject
                to the Option  until such  person or persons  shall have become
                the holder of record of such shares.

6.2     Stock Appreciation Right Awards

        (a)Grants - Stock Appreciation Rights may be awarded alone or in
           conjunction with all or part of any Option granted under the Plan.
           The Committee, in its sole discretion, shall establish all terms of
           a stand-alone Stock Appreciation Right, including its exercise price
           and expiration date and any other terms the Committee believes
           appropriate at the time of grant.

           Awards of Stock Appreciation Rights in conjunction with Options
           shall be made as follows:

           (i) In the case of a Nonqualified Stock Option, such rights may be
               granted either at the time the Option is granted or at any
               subsequent time during the term of the Option; and

           (ii)In the case of an Incentive Stock Option, such rights may be
               granted only at the time the Option is granted.

        (b)Terms and Conditions - Stock Appreciation Rights awarded in
           conjunction with an Option shall be subject to all terms and
           conditions of the Option. In addition, all Stock Appreciation Rights
           shall be subject to the following terms and conditions, and may
           contain additional terms and conditions, not inconsistent with the
           Plan, as the Committee shall determine:

           (i) Price and Fair Market Value - The purchase price per share of
               Stock subject to a Stock Appreciation Right shall be determined
               by the Committee at the time of grant. Both the purchase price
               and the fair market value of Stock on the date of exercise of a
               Stock Appreciation Right shall be determined by the Committee in
               the manner specified in Section 6.1(a) with respect to Options.

           (ii)Exercisability - Stock Appreciation Rights awarded in
               conjunction with an Option shall be exercisable only to the
               extent that the Option is exercisable and shall terminate and
               shall no longer be exercisable upon the expiration or exercise
               of the related Option. Stock Appreciation Rights not granted in
               conjunction with an Option shall be exercisable as specified by
               the Committee at or subsequent to the date of grant. However, no
               Stock 


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               Appreciation Right or any related Option may be exercised
               until at least 6 months after the date of grant, except that
               this limitation shall not apply in the event of the death or
               Disability of the Participant prior to the expiration of the
               6-month period.

           (iii) Termination of Employment - Except as otherwise provided by
               the Committee at the time a Stock Appreciation Right is awarded,
               the right to exercise a Stock Appreciation Right shall terminate
               as specified in Section 6.1(g) of the Plan as if the Stock
               Appreciation Right were a Non-Qualified Stock Option.

        (c)Method of Exercise - A Stock Appreciation Right awarded in
           conjunction with an Option may be exercised by the Optionee
           surrendering the applicable portion of the related Option. Options
           which have been so surrendered, in whole or in part, shall no longer
           be exercisable to the extent the related Stock Appreciation Right
           has been exercised. Upon the exercise of any Stock Appreciation
           Right, a Participant shall be entitled to receive an amount, in cash
           or whole shares of Stock or partly in cash and partly in Stock (as
           determined by the Committee in its sole discretion), equal to the
           amount by which the fair market value of one share of Stock
           (determined by the Committee as if the Stock Appreciation Right were
           a Non-Qualified Option) exceeds the exercise price per share
           specified in the Award, multiplied by the number of shares in
           respect of which the Stock Appreciation Right has been exercised.
           Shares of Stock delivered to the Participant upon exercise of a
           Stock Appreciation Right, if any, shall be valued at their fair
           market value (determined as specified in Section 6.1(a) above) on
           the date of exercise.

        (d)Limited Stock Appreciation Rights - Notwithstanding anything else
           in this Section 6.2 to the contrary, the Committee may grant Stock
           Appreciation Rights which (i) become exercisable solely upon the
           occurrence of a Change of Control as defined in Section 9.12 hereof
           and which remain exercisable for a specified period of time (not
           exceeding 90 days) following such Change of Control, and (ii)
           provide that upon exercise, the amount payable to the holder thereof
           may be based upon either (A) the fair market value of a share of
           Stock (determined as specified in Section 6.1(a) above) or (B) the
           highest price per share paid in any transaction reported on the New
           York Stock Exchange Composite Index, or paid or offered in any bona
           fide transaction related to a Change of Control, at any time during
           the 60 day period immediately preceding the occurrence of the Change
           of Control, in each case as determined by the Committee except that,
           in the case of any such Stock Appreciation Right relating to an
           Incentive Stock Option, the amount payable shall be based solely on
           the fair market value of a share of Stock.

6.3     Restricted Stock Awards

        (a)Restricted Period - Except as otherwise specified by the Committee,
           the Restricted Period shall commence on the date of grant of the
           Award and shall expire 3 years thereafter. During the Restricted
           Period, the Participant shall not sell, transfer, pledge, assign or
           otherwise dispose of shares of Stock subject to 


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           a Restricted Stock Award. Any attempt by the Participant to sell, 
           transfer, pledge, assign or otherwise dispose of such Stock shall 
           constitute immediate forfeiture of such Award.

        (b)Rights of Participant - Except as provided in paragraph (a) of this
           Section 6.3, the Participant shall have, with respect to the shares
           subject to the Restricted Stock Award, all the rights of a
           stockholder of the Company, including the right to vote the shares
           and the right to receive all dividends and other distributions with
           respect to such shares, provided that the Participant has become the
           holder of record of such shares. In the event of any adjustment as
           provided in Section 3.3 or 3.4 or any securities received as a
           dividend on the Award shares, such new or additional shares or
           securities shall be subject to the same terms and conditions as
           relate to the original Restricted Stock Award.

        (c)Lapse of Restrictions - At the conclusion of the Restricted Period,
           the restrictions on the Restricted Stock Award shall lapse,
           whereupon the Company shall, subject to the provisions of Section
           9.3 or 9.5, promptly deliver to the Participant a stock certificate
           evidencing those shares.

        (d)Termination of Employment - Except as otherwise provided by the
           Committee either at the time the Restricted Stock Award is granted
           or thereafter, the Restricted Period shall end and any other
           restrictions specified in the Award Agreement shall automatically be
           removed upon the Participant's Termination of Employment by reason
           of death, Disability or Retirement during the Restricted Period. In
           the event of the Participant's Termination of Employment during the
           Restricted Period for any other reason, the Participant's rights to
           the shares subject to the Restricted Stock Award shall be forfeited
           and all such shares shall immediately be surrendered to the Company.

6.4     Bonus Equity Plan

        (a)Grants - Awards will be made in the form of Restricted Stock, based
           on a percentage of the cash incentive compensation otherwise payable
           to a Participant under any incentive compensation plans, programs or
           arrangements of the Company or any Subsidiary, and will be granted
           at such time as the Committee may in its sole discretion determine
           ("BEP Awards"). The percentage of incentive compensation used to
           determine the size of BEP Awards will be determined by a formula or
           formulas approved by the Committee.

        (b)Eligibility - Officers and other key employees of the Company or
           any of its Subsidiaries who are entitled to receive cash incentive
           compensation shall be eligible to receive Awards under this Section
           6.4. The Committee shall, in its sole discretion, select
           Participants to receive BEP Awards from among those officers and
           employees who are entitled to receive cash incentive compensation
           and who (i) are nominated to participate in the Bonus Equity Plan by
           the Company or (ii) voluntarily elect to participate. Participation
           in the Bonus Equity Plan by Participants nominated by the Company
           shall be mandatory upon approval by the Committee.


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        (c)Amount - The number of shares of Restricted Stock subject to a BEP
           Award will be calculated by valuing the Stock at not less than 75%
           of its fair market value ("BEP Value"). For purposes of this Section
           6.4, the BEP Value shall be determined by the Committee based on the
           average of the Stock's closing prices on the Composite Tape of the
           New York Stock Exchange for the five trading days prior to the date
           of the Award. The dollar value of each Participant's specified
           percent of cash incentive compensation to be subject to a BEP Award
           (determined by formulas approved by the Committee) will be divided
           by the BEP Value to determine the number of whole shares of
           Restricted Stock subject to each BEP Award. The value of any
           fractional shares will be paid in cash.

        (d)Form - Each Participant who receives a BEP Award may, but need not,
           be issued a stock certificate in respect of such shares of
           Restricted Stock. A "book entry" (i.e., a computerized or manual
           entry) may instead be made in the records of the Company to evidence
           a Participant's BEP Award. Such Company records shall, absent
           manifest error, be binding on all Participants.

        (e)Restrictions - The shares of Restricted Stock subject to a BEP
           Award shall be subject to the following restrictions and conditions:

           (i) Except as otherwise specified by the Committee either at the
               time of grant or thereafter, the Restricted Period shall be
               three years from the date a BEP Award is granted. During the
               Restricted Period, except as provided in Section 6.1(e) of the
               Plan, the Participant shall not sell, transfer, pledge, assign
               or otherwise dispose of such shares and any attempt by a
               Participant to do so shall constitute immediate forfeiture of
               the BEP Award.

           (ii)Unless the Committee in its sole discretion shall determine
               otherwise at or prior to the time a BEP Award is granted, during
               the Restricted Period the Participant shall have all such rights
               with respect to shares of Restricted Stock granted under this
               Section 6.4 as are specified in Section 6.3(b) with respect to
               other shares of Restricted Stock.

        (f)Lapse of Restrictions - At the conclusion of the Restricted Period,
           the restrictions on the BEP Award shall lapse and the Participant
           shall thereafter have the right to sell or otherwise transfer the
           BEP Award Shares.

        (g)Termination of Employment - Except as otherwise provided by the
           Committee either at the time of grant or thereafter, the Restricted
           Period shall end and any other restrictions specified in the BEP
           Award Agreement shall automatically be removed upon the
           Participant's Termination of Employment by reason of death,
           Disability or Retirement during the Restricted Period. In the event
           of the Participant's Termination of Employment during the Restricted
           Period for any other reason, unless the Committee shall otherwise
           determine, the Participant's rights to the shares subject to the BEP
           Award shall be forfeited and all such shares shall immediately be
           surrendered to the Company.


                                   12


<PAGE>


6.5     Performance Share/Unit Awards

        (a)Grants - Performance Share/Unit Awards granted under the Plan shall
           be in such form as the Committee may from time to time approve,
           subject to the terms and conditions of this Section 6.5 and may
           contain any terms and conditions (which terms and conditions need
           not be the same in each case), not inconsistent with the Plan, as
           the Committee shall deem desirable.

        (b)Performance Period - The Committee shall, at the time of grant,
           establish a performance period for the Award. Such period shall
           commence and end on the dates specified by the Committee.
           Notwithstanding the above, the Committee may, in its sole
           discretion, accelerate the end of a performance period.

        (c)Performance Criteria and Valuation - The Committee shall, at the
           time of grant, establish performance criteria with respect to the
           Performance Share/Unit Award. These performance criteria may include
           any measures of performance of the Company or its Subsidiaries or
           such other criteria as the Committee shall select. At the end of the
           performance period established by the Committee pursuant to Section
           6.5(b), the Committee shall evaluate actual performance during such
           performance period compared to the performance criteria established
           for the Award, and shall determine the value, if any, of the
           Performance Share/Unit Award and the amount payable in respect
           thereof.

        (d)Dividends and Interest - Subject to the provisions of the Plan and
           the Award Agreement, a Participant who receives a Performance Share
           Award under this Section 6.5 shall be entitled to receive, currently
           or on a deferred basis, interest or dividends, or interest or
           dividend equivalents, with respect to the number of shares of Stock
           covered by the Award, as determined at the time of the Award by the
           Committee in its sole discretion, and the Committee may provide that
           such amounts (if any) shall be deemed to have been reinvested in
           additional Stock or otherwise been reinvested.

        (e)Payment - Payment shall be made in cash or in Stock having a fair
           market value on the date of payment (determined by the Committee
           using any reasonable valuation method) equal to the amount payable,
           or partly in cash and partly in Stock, as determined by the
           Committee. No fractional shares of Stock will be issued.

        (f) Termination of Employment

           (i) If a Participant's employment terminates during the performance
               period specified in the Award Agreement by reason of death,
               Disability or Retirement, any payment to the Participant, or to
               the Participant's estate or to those person(s) who acquire the
               right to receive such payment by bequest or inheritance, shall
               be determined by the Committee at the end of that performance
               period based on the criteria established under Section 6.5(c).
               Any such payment shall be prorated to reflect the period of time
               the Participant was employed during the performance period.
               Notwithstanding the above, the Committee, in its sole
               discretion, may accelerate 


                                   13


<PAGE>


               such payment by taking into consideration the extent to 
               which the performance criteria were achieved at the time 
               of the Termination of Employment.

           (ii)In the event the Participant's Termination of Employment occurs
               prior to the end of the specified performance period for any
               reason other than those specified in Section 6.5(f)(i), the
               Participant's right to the Performance Share/Unit Award shall be
               forfeited as of the date of his or her Termination of
               Employment, except that the Committee may, in its sole
               discretion, make provisions for payment, if any, as it deems
               appropriate.

6.6     Other Stock Based Awards

        (a)Grants - Awards of Stock and Awards that are valued in whole or in
           part by reference to, or are otherwise based on, Stock ("Other Stock
           Based Awards") may be granted under the Plan. The provisions of
           Other Stock Based Awards need not be the same in each case. The
           Committee, in its sole discretion, may grant Other Stock Based
           Awards as it deems appropriate (i) to take advantage of the
           compensation practices or tax and accounting regulations applicable
           at the time of the grant, even if such practices or regulations are
           different from those in effect on the effective date of the Plan and
           (ii) to conform to and comply with tax, securities or other law or
           regulations in jurisdictions outside the United States.

        (b)Terms and Conditions - Other Stock Based Awards made pursuant to
           this Section 6.6 shall be subject to the following terms and
           conditions:

           (i) Subject to the provisions of the Plan and the Award Agreement, a
               Participant who receives an Award under this Section 6.6 shall
               be entitled to receive, currently or on a deferred basis,
               interest or dividends, or interest or dividend equivalents, with
               respect to the number of shares of Stock covered by the Award,
               as determined at the time of the Award by the Committee in its
               sole discretion, and the Committee may provide that such amounts
               (if any) shall be deemed to have been reinvested in additional
               Stock or otherwise been reinvested.

           (ii)Any Award under this Section 6.6 and any Stock covered by any
               such Award may be forfeited to the extent so provided in the
               Award Agreement as determined by the Committee in its sole
               discretion.

        (c)Termination of Employment - Unless otherwise specified by the
           Committee, all Other Stock Based Awards granted under this Section
           6.6 will be forfeited upon the Participant's Termination of
           Employment, except that, in the event the Participant's Termination
           of Employment occurs by reason of death, Retirement or Disability,
           the Committee may, in its sole discretion, waive any or all of the
           remaining limitations, restrictions or requirements, if any, imposed
           pursuant to the Plan or in the applicable Award Agreement.


                                   14


<PAGE>


SECTION 7. PERFORMANCE AWARDS


7.1     Performance Objectives.

        (a)Notwithstanding anything else in the Plan to the contrary, unless
           the Committee otherwise determines at the time of grant, any Award
           (other than an Option or a Stock Appreciation Right) intended to
           qualify as "other performance based compensation" within the meaning
           of Section 162(m)(4)(C) of the Code, including Performance Shares,
           Performance Units or Other Stock Based Awards, granted to an officer
           who is (i) subject to the reporting requirements of Section 16(a) of
           the Securities Exchange Act of 1934, as amended, and (ii) whose
           compensation is deductible under the Code in the United States,
           shall become vested, if at all, only upon the determination by the
           Committee that performance objectives established by the Committee
           have been attained, in whole or in part. An Award subject to such a
           determination by the Committee shall be known as a Performance
           Award.

        (b)Performance objectives for Performance Awards shall be determined
           over a measurement period or periods established by the Committee
           and shall relate to at least one of the following criteria: (i)
           operating margin (operating income divided by operating revenues);
           (ii) operating income; (iii) income before income taxes and minority
           interest, (iv) return on equity; and (v) earnings per share, as such
           criteria may relate to the performance of (A) the Company, (B) a
           Subsidiary, (C) a division or unit of any of the foregoing or (D)
           any of the foregoing compared to that of other companies or of each
           other (the "Performance Criteria").

        (c)The maximum number of shares of Stock that may be subject to any
           Performance Award in any 12 month period shall not exceed 500,000
           shares, as such number may be adjusted pursuant to Section 3.

7.2     Annual Incentive Compensation.

        The Committee may, in addition to the Performance Awards described
        above, pay cash amounts under the Plan to any officer of the Company or
        of any Subsidiary described in Section 7.1(a) above upon the
        achievement, in whole or in part, of performance goals or objectives
        established in writing by the Committee with respect to such
        performance periods as the Committee shall determine. Any such goals or
        objectives shall be based on one or more of the Performance Criteria.
        Notwithstanding anything else contained herein to the contrary, the
        maximum amount of such cash payment to any single officer with respect
        to any 12 month period shall not exceed the lesser of (A) $3,000,000 or
        (B) three times the officer's annual base salary as in effect on the
        last day of the fiscal year preceding the calendar year in which such
        cash payment is made.

7.3     Interpretation.

        Notwithstanding anything else in the Plan to the contrary, to the
        extent required to qualify any Performance Award as "other performance
        based compensation" within 


                                   15


<PAGE>


        the meaning of Section 162(m) (4) (C) of the Code, the Committee 
        shall not be entitled to exercise any discretion otherwise authorized 
        under the Plan (such as the right to accelerate vesting without regard 
        to the achievement of the relevant performance objectives) with 
        respect to such Performance Award if the ability to exercise such 
        discretion (as opposed to the exercise of such discretion) would cause 
        such award to fail to qualify as other performance based compensation.


SECTION 8. AMENDMENTS AND TERMINATION

8.1     The Board of Directors may terminate, suspend, amend or alter the Plan,
        but no such action may impair or adversely affect the rights of a
        Participant under an Option or other Award theretofore granted, without
        the Participant's consent, other than as provided in Section 9.12. In
        addition, no amendment shall become effective without the approval of
        stockholders if such amendment would

          (i)  Increase the amount of Stock which may be issued under the Plan
               (except as authorized in accordance with Section 3 of the Plan)
               in a manner that would require stockholder approval for the Plan
               to continue to qualify for the exemption available under Rule
               16b-3 under the Securities Exchange Act of 1934, as amended (the
               "1934 Act");

          (ii) Permit the grant of Options  with an exercise  price which is 
               less than the fair market value of the Stock on the date of 
               grant;

          (iii)Expand the class of  eligible  participants  in the Plan to 
               include any member of the  Company's  Board of Directors who is
               not also an employee of the Company or one of its Subsidiaries;

          (iv) Extend the duration of Awards to a period  greater than that  
               permitted under Section 9.13;

          (v)  Modify any provision of the Plan in a manner that would cause
               compensation payable pursuant to any Award to fail to be
               deductible for U.S. federal income tax purposes if such
               compensation is (x) intended to pay compensation qualifying as
               other performance based compensation under Section 162(m) of the
               Code and (y) granted to an executive officer who is subject to
               the reporting requirements under Section 16(a) of the 1934 Act
               and whose compensation is deductible by the Company or a
               Subsidiary under U.S. tax law; or

          (vi) Extend the period during which Awards under the Plan may be
               granted past the date specified in Section 12.

8.2     In granting an Award, the Committee may establish any conditions that
        it determines are consistent with the purposes and provisions of the
        Plan, including, without limitation, a condition that the granting of
        an Award is subject to the surrender for cancellation of any or all
        outstanding Awards held by the Participant. Any new Award made under
        this section may contain such terms and conditions as 


                                   16


<PAGE>


        the Committee may determine, including an exercise price that is lower 
        than that of any surrendered Option or Stock Appreciation Right.

8.3     Any amendment or alteration of the Plan may be limited to, or may
        exclude from its effect, particular Participants or particular groups
        of Participants.


SECTION 9. GENERAL PROVISIONS

9.1     Unfunded Status of Plan - The Plan is intended to constitute an
        "unfunded" plan for incentive compensation, and is not intended to be
        subject to the provisions of the Employee Retirement Income Security
        Act of 1974, as amended. With respect to any payments not yet made to a
        Participant by the Company, nothing contained herein shall give any
        such Participant any rights that are greater than those of a general
        creditor of the Company. In its sole discretion, the Committee may
        authorize the creation of trusts or other arrangements to meet the
        obligations created under the Plan to deliver Stock or payments with
        respect to Options, Stock Appreciation Rights and/or other Awards
        hereunder, provided, however, that the existence of such trusts or
        other arrangements is consistent with the unfunded status of the Plan.

9.2     Transfers,  Leaves of Absence and Other Changes in Employment Status - 
        For purposes of the Plan:

        (a) A transfer of an  employee  from the Company to a  Subsidiary,  or 
            vice versa,  or from one Subsidiary to another; or

        (b)A leave of absence, duly authorized in writing by the Company, for
           military service or sickness, or for any other purpose approved by
           the Company if the period of such leave does not exceed ninety days;
           or

        (c)Any leave of absence in excess of ninety days approved by the
           Company, provided the employee's right to reemployment is guaranteed
           either by a statute or by contract;

        shall not be deemed a Termination of Employment. The Committee, in its
        sole discretion, shall determine the disposition of all Awards made
        under the Plan in all cases involving any substantial change in
        employment status other than as specified herein.

9.3     Distribution of Stock - The Committee may require Participants
        receiving Stock in connection with any Award under the Plan to
        represent to and agree with the Company in writing that the Participant
        is acquiring the shares for investment without a view to distribution
        thereof. The certificates for such shares may include any legend which
        the Committee deems appropriate to reflect any restrictions on
        transfer.

9.4     Limits on Transfer - Subject to the provisions of the Plan and the
        Award Agreement, and except as provided in Section 6.1(e) with respect
        to BEP Awards, no Award


                                   17


<PAGE>

        may be sold, transferred, pledged, assigned, encumbered or otherwise 
        alienated or hypothecated, other than by will, by the laws of descent
        and distribution or to a member of the Participant's family or to a 
        trust or similar vehicle for the benefit of such family members to 
        whom or to which the Committee shall permit an Award to be transferred 
        upon such terms and conditions as the Committee shall establish.

9.5     Stop Transfer Orders/Restrictions - All certificates for shares of
        Stock delivered under the Plan pursuant to any Restricted Stock Award,
        BEP Award or Other Stock Based Award shall be subject to such
        stop-transfer orders and other restrictions as the Committee may deem
        advisable under the rules, regulations, and other requirements of the
        Securities and Exchange Commission, any stock exchange upon which the
        Stock is then listed, and any applicable Federal, state or foreign
        securities law, and the Committee may cause a legend or legends to be
        put on any such certificates to make appropriate reference to such
        restrictions.

9.6     Payment for Restricted Stock, BEP, Performance Share/Unit, or Other
        Stock Based Awards - Except as otherwise required in the applicable
        Award Agreement, recipients of Awards under the Plan (other than
        Options) shall not be required to make any payment or provide
        consideration for the receipt of such Awards, other than the rendering
        of services.

9.7     Other Compensation Plans - Nothing contained in the Plan shall prevent
        the Board of Directors from adopting other compensation arrangements,
        subject to stockholder approval if such approval is required.

9.8     Grants Under Predecessor Plan - Subject to the approval of the Plan by
        stockholders at the Company's 1995 Annual Stockholders' Meeting, the
        provisions of the Plan shall apply to, and govern, existing and
        subsequent awards under the Predecessor Plan (as defined in Section
        3.1) and, unless otherwise determined by the Committee, existing and
        subsequent awards under the Predecessor Plan shall be deemed to be
        amended to provide any additional rights applicable to Awards
        hereunder, subject to the right of any affected participant in the
        Predecessor Plan to refuse to consent to such amendment.

9.9     Subsidiary Plans - The Committee may approve or adopt incentive
        compensation plans under the Plan for employees of Subsidiaries as
        required to meet the provisions of the tax or securities laws or other
        applicable laws, rules or regulations in the jurisdictions in which any
        Subsidiary operates. Any shares of Stock issued under any such
        Subsidiary plans shall be deemed to have been issued under the Plan.
        The Committee, in its sole discretion, may delegate its authority under
        this Section 9.9 to the Chief Executive Officer or any other
        appropriate officer of the Company, provided that no such delegation
        shall be made with respect to any plan of a Subsidiary that would
        provide Awards to an executive officer or a director of the Company.

9.10    Authority Limited to Committee - No person shall at any time have any
        right to receive an Award hereunder and no person shall have authority
        to enter into an agreement on behalf of the Company for the granting of
        an Award or to make any representation or warranty with respect
        thereto, except as granted by the 


                                   18


<PAGE>


        Committee pursuant to the Plan or as provided in Section 4.4. 
        Participants shall have no rights with respect to any Award 
        except as set forth in the Plan and the applicable Award Agreement.

9.11    No Right to Employment - Neither the action of the Company in
        establishing the Plan, nor any action taken by it or by the Board of
        Directors or by the Committee under the Plan or any Award Agreement,
        nor any provision of the Plan, shall be construed as giving to any
        person the right to be retained in the employ of the Company or any
        Subsidiary.

9.12    Change of Control

        (a)For the purposes of the Plan, a "change of control" shall be deemed
           to have taken place if:

         (i)   Any individual, firm, corporation or other entity, or any group
               (as defined in Section 13(d)(3) of the 1934 Act) becomes,
               directly or indirectly, the beneficial owner (as defined in the
               General Rules and Regulations of the Securities and Exchange
               Commission with respect to Sections 13(d) and 13(g) of the 1934
               Act) of more than 35% of the then outstanding shares of the
               Company's capital stock entitled to vote generally in the
               election of directors of the Company; or

         (ii)  Any individual, firm, corporation or other entity or any group
               (as defined in Section 13(d)(3) of the 1934 Act) commences a
               tender or exchange offer subject to Section 14(d)(1) of the 1934
               Act for any class of the Company's capital stock; or

         (iii) The stockholders of the Company approve a definitive agreement
               for (A) the merger or other business combination of the Company
               with or into another corporation pursuant to which the
               stockholders of the Company do not own, immediately after the
               transaction, more than 50% of the voting power of the
               corporation that survives and is a publicly owned corporation
               and not a subsidiary of another corporation, or (B) the sale,
               exchange or other disposition of all or substantially all of the
               assets of the Company; or

         (iv)  During any period of two years or less, individuals who at the
               beginning of such period constituted the Board of Directors of
               the Company cease for any reason to constitute at least a
               majority thereof unless the election, or the nomination for the
               election by the stockholders of the Company, of each new
               director was approved by a vote of at least 75% of the directors
               then still in office who were directors at the beginning of the
               period;

            provided, however, that a "change of control" shall not be deemed
           to have taken place if beneficial ownership is acquired by, or a
           tender or exchange offer is commenced or announced by, the Company
           or any of its Subsidiaries, any profit-sharing, employee ownership
           or other employee benefit plan of the Company or any Subsidiary or
           any trustee of or fiduciary with respect to any


                                   19


<PAGE>


           such plan when acting in such capacity, or any group comprised 
           solely of such entities

        (b)In the event of a "change of control" as defined in subsection (a)
           above, Awards granted under the Plan will be subject to the
           following provisions:

           (i) All outstanding Options and Stock Appreciation Rights granted
               under the Plan shall become exercisable in full whether or not
               otherwise exercisable at such time, and any such Option or Stock
               Appreciation Right shall remain exercisable in full thereafter
               until it expires pursuant to its terms;

           (ii)All restrictions contained in Restricted Stock Awards and BEP
               Awards granted under Sections 6.3 and 6.4, respectively, of the
               Plan shall lapse, and the Participant shall thereupon own the
               stock free and clear of such restrictions;

           (iii) With respect to Performance Share/Unit Awards granted under
               the Plan, the performance period established for such Awards
               shall be deemed to have been completed, and such Awards shall
               become payable in an amount equal to the greater of the amount
               payable upon achievement of the performance criteria established
               for the Award at the time of grant or the actual performance
               achieved to the date of the "change of control"; and

           (iv)With respect to Other Stock Based Awards, such Awards shall
               become fully exercisable or payable in accordance with the terms
               and conditions specified in the Award Agreement.

9.13       Award Period - No Award granted under the Plan shall be exercisable
           or payable more than 10 years from the date of grant except for
           Nonqualified Stock Options, which shall not be exercisable for more
           than 10 years and one day from the date of grant.

SECTION 10. TAXES

10.1    Pursuant to Section 83(b) of the Code, if any Participant properly
        elects (within thirty days of the date on which property subject to a
        substantial risk of forfeiture and non-transferable is transferred to
        such Participant pursuant to an Award) to include in gross income for
        U.S. Federal income tax purposes an amount equal to the fair market
        value (on the date of such transfer) of the Stock subject to the Award
        (or the difference between the fair market value and the option price
        on the date of exercise of an Option), such Participant shall make
        arrangements satisfactory to the Committee to pay to the Company, at
        the time of such transfer (or at the time of exercise in the case of an
        Option), any U.S. Federal, state or local taxes required to be withheld
        with respect to such shares. If such Participant shall fail to make
        such tax payments as are required, the Company and its Subsidiaries
        shall, to the extent permitted by law, have the right to deduct any
        such taxes from any payment of any kind otherwise due to the
        Participant.


                                        20
<PAGE>


10.2    Any Participant who does not or cannot make the election described in
        Section 10.1 with respect to an Award, shall, no later than the date as
        of which the value of the Award first becomes includable in the gross
        income of the Participant for income tax purposes, pay to the Company,
        or make arrangements satisfactory to the Company regarding payment of,
        any taxes of any kind required by law to be withheld with respect to
        the Stock or other property subject to such Award, and the Company and
        its Subsidiaries shall, to the extent permitted by law, have the right
        to deduct any such taxes from any payment of any kind otherwise due to
        the Participant.

10.3    Unless the Committee shall in its sole discretion determine otherwise
        (and subject to any limitations imposed by Section 16 of the 1934 Act,
        payment of any taxes required to be withheld may be made, in whole or
        in part, by an election by a Participant (in accordance with rules
        adopted by the Committee from time to time): (i) to have the Company
        withhold shares of Stock otherwise issuable pursuant to the Plan having
        a fair market value equal to such tax liability and/or (ii) to tender
        to the Company shares of Stock owned by the Participant (or by the
        Participant and his or her spouse, jointly) and acquired more than six
        months prior to such tender (excluding any shares of Restricted Stock
        awarded under Section 6.3 or Section 6.4 of the Plan) and having a fair
        market value equal to such tax liability. The fair market value of any
        Stock so tendered shall be determined in such reasonable manner as may
        be required in order to comply with or to conform to the requirements
        of any applicable or relevant laws or regulations.


SECTION 11. EFFECTIVE DATE OF PLAN

The Plan shall be effective on the date it is approved by an affirmative vote
of the holders of a majority of the shares of voting stock of the Company
represented at the meeting at which the Plan is adopted and entitled to vote.

SECTION 12. TERM OF PLAN

Unless terminated earlier by the Board of Directors, no Award shall be made
under the Plan after December 31, 2005, except that the foregoing shall not
apply to or prevent any amendment, modification or suspension at any time of
any Award or the waiver at any time of any terms or conditions thereof by the
Committee under the provisions of the Plan or the amendment or modification by
the Board of Directors of the Plan under Section 8.1.