Exhibit 10.1

                   FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

                         1993 Equity Participation Plan

                  Amended and Restated as of February 15, 2001

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                   FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

                         1993 Equity Participation Plan

SECTION                   CONTENTS                                          PAGE
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Section 1. ...............General Purpose of Plan; Definitions ................1
Section 2. ...............Administration ......................................3
Section 3. ...............Stock Subject to Plan ...............................4
Section 4. ...............Eligibility .........................................5
Section 5. ...............Stock Options .......................................5
Section 6. ...............Restricted Stock ....................................8
Section 7. ...............Equity Bonuses ......................................9
Section 8. ...............Performance Shares .................................13
Section 9. ...............Transfer, Leave of Absence, etc ....................20
Section 10. ..............Amendments and Termination .........................20
Section 11. ..............General Provisions .................................20
Section 12. ..............Effective Date of Plan .............................21
Section 13. ..............Term of Plan .......................................22

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                   FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

                         1993 Equity Participation Plan
                 (Amended and Restated as of February 15, 2001)

Section 1. General Purpose of Plan; Definitions.

      The name of this plan is the Financial Security Assurance Holdings Ltd.
1993 Equity Participation Plan (the "Plan"). The purpose of the Plan is to
enable the Company to retain and attract executives and employees who will
contribute to the Company's success by their ability, ingenuity and industry,
and to enable such executives and employees to participate in the long-term
growth of the Company by obtaining a proprietary interest in the Company or the
cash equivalent thereof.

      The Plan shall be unfunded. All obligations of the Company under the Plan
shall be paid from the general assets of the Company.

      For purposes of the Plan, the following terms shall be defined as set
forth below:

      a. "Act" means the Securities Exchange Act of 1934, as amended.

      b. "Board" means the Board of Directors of Financial Security Assurance
Holdings Ltd.

      c. "Bonus Account" means an account established under Section 7 to record
Equity Bonuses and related credits and debits.

      d. "Cause" means a Participant's commission of a felony, or a
Participant's misconduct or dishonesty, any of which is directly and materially
harmful to the business or reputation of the Company.

      e. "Change in Control" means (i) an event or series of events as a result
of which any "person" or "group" (as such terms are defined in Rule 13d-5 under
the Act) is or becomes the "beneficial owner" (as defined in Rules 13d-3 and
13d-5 under the Act) of shares of capital stock entitling the holder thereof to
cast more than 50% of the votes for the election of directors of the Company; or
(ii) the approval by the Company's shareholders of the Company's consolidation
with or merger into another corporation, or another corporation's merger into
the Company, or the conveyance, transfer or lease of all or substantially all of
its assets to any person, or the liquidation or dissolution of the Company;
provided that a Change in Control shall not arise from any event or series of
events as a result of which MediaOne Group, Inc. or Fund American Enterprises
Holdings, Inc. is or becomes the beneficial owner of shares of capital stock
entitling it to cast more than 50% of the votes for the election of directors of
the Company.

      f. "Code" means the Internal Revenue Code of 1986, as amended.

      g. "Committee" means the Committee referred to in Section 2.

      h. "Company" means Financial Security Assurance Holdings Ltd. (and, unless
required otherwise by the context, its Subsidiaries), a corporation organized
under the laws of the State of New York (or any successor corporation).


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      i. "Disability" means permanent and total disability as determined under
the Company's long-term disability program or as otherwise determined by the
Committee.

      j. "Disinterested Person" means a person meeting the requirements, if any,
to be a member of a compensation committee prescribed by Section 16 of the Act
or any rule or regulation thereunder.

      k. "Division" means any of the operating units or divisions of the Company
designated as a Division by the Committee.

      l. "Equity Bonus" means a bonus accrued for and paid in accordance with
Section 7.

      m. "Fair Market Value" per share of Stock as of a particular date means
(i) the closing sales price per share on a national securities exchange for the
last preceding date on which there was a sale of Stock on such exchange, or (ii)
if Stock is then traded on an over-the-counter market, the average of the
closing bid and asked prices for Stock in such over-the-counter market for the
last preceding date on which there was a sale of Stock in such market, or (iii)
if Stock is not then listed on a national securities exchange or traded in an
over-the-counter market, such value as the Committee in its sole discretion may
determine; provided that, if Stock is then so listed but there has been no
trading for ten business days, the "Fair Market Value" shall be such value as
the Committee in its sole discretion may determine.

      n. "Incentive Stock Option" means any Stock Option intended to be and
designated as an "Incentive Stock Option" within the meaning of Section 422 of
the Code.

      o. "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

      p. "Participant" means any employee of the Company selected for
participation in the Plan by the Committee (either as an optionee with respect
to Stock Options or as a recipient with respect to Restricted Stock, Equity
Bonuses or Performance Shares).

      q. "Performance Cycle" means a time period specified by the Committee at
the time a grant of Performance Shares is made, during which the performance of
the Company, a Subsidiary or a Division will be measured.

      r. "Performance Objectives" means goals set by the Committee with respect,
but not limited, to: (i) earnings per share of Stock, (ii) pre-tax profits,
(iii) net earnings or net worth, (iv) absolute and/or relative return on equity
or assets, (v) any combination of the foregoing, or (vi) any other standard or
standards deemed appropriate by the Committee at the time a grant of Performance
Shares is made. Performance Objectives may be in respect of the performance of
the Company and its Subsidiaries (which may be on a consolidated basis), a
Subsidiary or a Division.

      s. "Performance Shares" means Performance Shares granted to a Participant
under Section 8.

      t. "Realization Event" means an event described in the first sentence of
Section 7(f) (without regard to any additional deferrals under the other
provisions of Section 7(f)).


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      u. "Retirement" means retirement from active employment with the Company,
on or after the normal retirement date specified in the Company's pension plan
or as otherwise determined by the Committee, or, if determined by the Committee
in advance, early retirement (after satisfaction of any age and/or service
requirements imposed by the Committee).

      v. "Restricted Stock" means an award of shares of Stock that are subject
to restrictions under Section 6.

      w. "Stock" means the Common Stock, $.01 par value per share, of Financial
Security Assurance Holdings Ltd.

      x. "Stock Option" means any option to purchase shares of Stock granted
pursuant to Section 5.

      y. "Subsidiary" means any corporation (other than the Company) that is a
"subsidiary corporation" with respect to the Company under Section 424(f) of the
Code. In the event the Company becomes a subsidiary of another company, the
provisions hereof applicable to Subsidiaries shall, unless otherwise determined
by the Committee, also be applicable to any Company that is a "parent
corporation" with respect to the Company under Section 424(e) of the Code.

Section 2. Administration.

      The Plan shall be administered by a Committee of not less than two
Disinterested Persons, who shall be members of and appointed by the Board of
Directors of the Company and who shall serve at the pleasure of the Board,
unless otherwise determined by the Board.

      The Committee shall have the power and authority to grant to Participants,
pursuant to the terms of the Plan: (a) Stock Options, (b) Restricted Stock, (c)
Equity Bonuses and (d) Performance Shares.

      In particular, the Committee shall have the authority:

            (i) to select the officers and other key employees of the Company to
      whom Stock Options, Restricted Stock, Equity Bonuses and/or Performance
      Shares may from time to time be granted hereunder;

            (ii) to determine whether and to what extent Incentive Stock
      Options, Non-Qualified Stock Options, Restricted Stock, Equity Bonuses or
      Performance Shares, or a combination of any of the foregoing, are to be
      granted hereunder;

            (iii) to determine the number of shares to be covered by each such
      award granted hereunder; provided that not more than one-half of the
      shares available for distribution hereunder may be covered by options
      granted to any single Participant over the life of the Plan;

            (iv) to determine the terms and conditions, not inconsistent with
      the terms of the Plan, of any award granted hereunder (including, but not
      limited to, any vesting requirements or other restrictions or performance
      criteria relating to any Stock Option, Restricted Stock award, Equity
      Bonus or Performance Shares and/or the shares of Stock relating thereto);


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            (v) to establish or assist in the establishment of a program under
      which the Company or a third party may make bona fide loans on arm's
      length terms to any or all optionees hereunder to assist such optionees
      with the satisfaction of any or all of the obligations that such optionees
      may have hereunder (including, without limitation, a loan program under
      which the Company or third party would advance the aggregate option price
      to the optionee and be repaid with Stock obtained upon the exercise of a
      Stock Option, or the proceeds thereof);

            (vi) to determine whether, and to what extent any one or more
      specified Performance Objectives, relating to an award of Performance
      Shares under the Plan, have been met by the Company over any one
      Performance Cycle; and

            (vii) to determine whether, to what extent and under what
      circumstances Stock and other amounts otherwise payable with respect to an
      award under the Plan shall be deferred either automatically or at the
      election of the Participant.

      The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable; to interpret provisions of the Plan and any
award issued under the Plan (and any agreements relating thereto); and to
otherwise supervise the administration of the Plan. Without limiting the
generality of the foregoing, the Committee may (subject to such considerations
as may arise under Section 16 of the Act, or under other corporate, securities
and tax laws) take any steps it deems appropriate, that are not materially
substantive and are not inconsistent with the purposes and intent of the Plan,
to take into account the provisions of Section 162(m) of the Code and the
Committee may take any steps it deems appropriate (including amending the terms
or imposing further conditions on any award issued under the Plan), that are not
inconsistent with the purposes and intent of the Plan, to take into account any
proposed or existing legislation or regulations (whether U.S. federal, state, or
local or foreign), or to obtain or maintain favorable taxation, exchange control
or securities regulatory treatment for the Company or a Participant.

      All decisions made by the Committee pursuant to the provisions of the Plan
shall be final and binding, in the absence of bad faith or manifest error, on
all persons (including, without limitation, any interpretations of the Plan),
including the Company and Participants, and otherwise entitled to the maximum
deference permitted by law.

      To the maximum extent permitted by law, the Committee and the members
thereof shall be indemnified by the Company for all action and inaction by each
of them in connection with the administration of the Plan or otherwise in
connection with the Plan.

Section 3. Stock Subject to Plan.

      The total number of shares of Stock reserved and available for
distribution under the Plan, other than under Section 7, shall be 3,610,780;
such shares may consist, in whole or in part, of authorized and unissued shares,
treasury shares, re-acquired shares, or shares purchased by a grantor trust as
provided for in Section 8. The total number of shares of Stock available with
respect to Equity Bonuses under Section 7 shall be as set forth under Section 7.

      If any shares that have been optioned cease to be subject to option, if
any shares subject to any Restricted Stock award granted hereunder are forfeited
or such award otherwise terminates, or if any shares issuable pursuant to any
Performance Shares award granted hereunder cease to be issuable


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thereunder or such award otherwise terminates, such shares shall again be
available for distribution in connection with future awards under the Plan.

      The aggregate number of shares reserved for issuance under the Plan and
the number and option price of shares subject to outstanding options and the
number of shares issuable pursuant to outstanding Performance Shares and to the
Equity Bonus provisions hereof shall be appropriately adjusted by the Committee
in the event of any increase or decrease in the number of outstanding shares of
Stock resulting from payment of a Stock dividend on Stock, a subdivision or
combination of shares of Stock, a reclassification of Stock, a recapitalization
involving the Company or in the event of a merger or consolidation in which the
Company shall be the surviving corporation.

Section 4. Eligibility.

      Officers and other employees of the Company (but not any person who serves
only as a director) who are responsible for or contribute to the management,
growth and/or profitability of the business of the Company are eligible to be
granted Stock Options, Restricted Stock awards, Performance Shares and/or Equity
Bonuses under the Plan. The optionees and other Participants under the Plan
shall be selected from time to time by the Committee, in its sole discretion,
from among those eligible, and the Committee shall determine, in its sole
discretion, the number of shares covered by each award.

Section 5. Stock Options.

      Any Stock Options granted under the Plan shall be in such form as the
Committee may from time to time approve. Such stock option shall be evidenced by
a written agreement between the Company and the optionee.

      The Stock Options granted under the Plan may be of two types: (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options.

      The Committee shall have the authority to grant any optionee Incentive
Stock Options, Non-Qualified Stock Options, or both types of options. To the
extent that any option does not qualify as an Incentive Stock Option, it shall
constitute a separate Non-Qualified Stock Option.

      Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

      (a) Option Price. The option price per share of Stock purchasable under a
Stock Option shall be determined by the Committee at the time of grant and may
be more or less than 100% of the Fair Market Value of the Stock on the date of
the grant of the Option. If an employee owns or is deemed to own (by reason of
the attribution rules applicable under Section 424(d) of the Code) more than 10%
of the combined voting power of all classes of stock of the Company, and an
Incentive Stock Option is granted to such employee, the option price shall be no
less than 110% of the Fair Market Value of the Stock on the date the option is
granted.


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      (b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than ten
years after the date the option is granted and no Non-Qualified Stock Option
shall be exercisable more than ten years and one day after the day the option is
granted. If an employee owns or is deemed to own (by reason of the attribution
rules of Section 424(d) of the Code) more than 10% of the combined voting power
of all classes of stock of the Company and an Incentive Stock Option is granted
to such employee, the term of such option shall be no more than five years from
the date of grant.

      (c) Exercisability. Stock Options shall be exercisable at such time or
times as determined by the Committee (taking into account, without limitation,
Section 16 of the Act) at or after grant. If the Committee provides, in its
discretion, that any option is exercisable only in installments, the Committee
may waive such installment exercise provisions at any time. The aggregate Fair
Market Value, determined as of the date a Stock Option is granted, of the Stock
for which any optionee may be awarded Incentive Stock Options which are first
exercisable by the optionee during any calendar year under the Plan (or any
other stock option plan required to be taken into account under Section 422(d)
of the Code) shall not exceed $100,000; provided that any Stock Options
purporting to be Incentive Stock Options that are granted in excess of this
$100,000 limitation shall be treated as Non-Qualified Stock Options.

      (d) Method of Exercise. Stock Options may be exercised in whole or in part
during the option period by giving written notice of exercise to the Company
specifying the number of shares to be purchased. Such notice shall be
accompanied by payment in full of the purchase price, either by certified, bank
or personal check as determined by the Committee (or, if the Committee has
established or assisted with the establishment of a Company or third-party loan
program in accordance with the Plan for which the optionee is eligible, with the
proceeds of a loan from the Company or third party), in its sole discretion, at
or after grant. Payment in full or in part may also be made in the form of Stock
(not subject to restrictions) already owned by the optionee based on the Fair
Market Value of the Stock on the date the option is exercised. No shares of
Stock shall be issued until full payment therefor has been made. An optionee
shall generally have the rights to dividends or other rights of a stockholder
with respect to shares subject to the option when the optionee has given written
notice of exercise, has paid in full for such shares, and, if requested, has
given the representation described in paragraph (a) of Section 11.

      (e) Non-Transferability of Options. No Stock Option shall be transferable
by the optionee, or otherwise subject to voluntary or involuntary sale, pledge,
anticipation, alienation, encumbrance, assignment, garnishment or attachment,
other than by will or by the laws of descent and distribution, and all Stock
Options shall be exercisable, during the optionee's lifetime, only by the
optionee.

      (f) Termination by Death. If an optionee's employment by the Company
terminates by reason of death, the Stock Option (whether or not then otherwise
exercisable) may thereafter be immediately exercised by the legal representative
of the estate or by the legatee of the optionee under the will of the optionee,
for a period of one year (or such shorter period as the Committee shall specify
at grant) from the date of such death or until the expiration of the stated term
of the option, whichever period is the shorter.

      (g) Termination by Reason of Disability. If an optionee's employment by
the Company terminates by reason of Disability, any Stock Option (whether or not
then otherwise exercisable) held by such optionee may thereafter be exercised,
but may not be exercised after one year (or such shorter period as the Committee
shall specify at grant) from the date of such termination of employment or the


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expiration of the stated term of the option, whichever period is the shorter;
provided, however, that, if the optionee dies within such period, any
unexercised Stock Option held by such optionee shall thereafter be exercisable
for a period of twelve months from the date of such death or for the stated term
of the option, whichever period is the shorter. In the event of termination of
employment by reason of Disability, if an Incentive Stock Option is exercised
after the expiration of the exercise period that applies for purposes of Section
422 of the Code, the option will then and thereafter be treated as a
Non-Qualified Stock Option.

      (h) Termination by Reason of Retirement. If an optionee's employment by
the Company terminates by reason of Retirement, any Stock Option (whether or not
then otherwise exercisable) held by such optionee may thereafter be exercised,
but may not be exercised after three years (or such shorter period as Committee
shall specify at grant) from the date of such termination of employment or the
expiration of the stated term of the option, whichever period is the shorter;
provided, however, that, if the optionee dies within such three-year period, any
unexercised Stock Option held by such optionee shall thereafter be exercisable
for a period of twelve months from the date of such death or for the stated term
of the option, whichever period is the shorter. In the event of termination of
employment by reason of Retirement, if an Incentive Stock Option is exercised
after the expiration of the exercise period that applies for purposes of Section
422 of the Code, the option will then and thereafter be treated as a
Non-Qualified Stock Option.

      (i) Termination by the Optionee or for Cause; Termination Without Cause.
Unless otherwise determined by the Committee, if an optionee's employment by the
Company is terminated by the optionee for any reason other than death,
Disability or Retirement, or by the Company for Cause, the Stock Option shall
thereupon be terminated, except that options that have become exercisable under
the terms of the applicable award agreement may be exercised for the lesser of
three months or the balance of the option's term. Unless otherwise determined by
the Committee, if an optionee's employment is terminated by the Company without
Cause (and not by reason of Disability or Retirement), any Stock Option (whether
or not then otherwise exercisable) held by such optionee may thereafter be
exercised, but may not be exercised after nine months from the date of such
termination of employment or the expiration of the stated term of the option,
whichever period is the shorter; provided, however, that, if the optionee dies
within such period, any unexercised Stock Option held by such optionee shall
thereafter be exercisable for a period of twelve months from the date of such
death or for the stated term of the option, whichever period is the shorter. In
the event of such a termination of employment without Cause, if an Incentive
Stock Option is exercised after the expiration of the exercise period that
applies for purposes of Section 422 of the Code, the option will then and
thereafter be treated as a Non-Qualified Stock Option.

      (j) Change in Control. In the event of a Change in Control of the Company
all outstanding unexercised Stock Options shall become immediately exercisable.
If the optionee shall so elect by notice to the Company within 60 days following
such Change in Control, the optionee's outstanding unexercised Stock Options
shall be cancelled and the Company shall immediately pay and the optionee shall
immediately receive in cash an amount equal to the product of (i) the difference
between (a) the greater of the (then current) Fair Market Value of Company
Stock, the Fair Market Value within 30 days preceding such Change in Control or
the highest offered price in any tender offer for shares of Company Stock and
(b) the exercise price of the cancelled Stock Options and (ii) the number of
unexercised Stock Options then held by the optionee.

      (k) No Rights until Option Exercised. Neither any optionee hereunder nor
any person entitled to exercise the optionee's rights in the event of death
shall have any rights of a stockholder with


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respect to the shares subject to each Option, except to the extent that a
certificate for such shares shall have been issued upon the exercise of each
Option as provided for herein.

Section 6. Restricted Stock.

      (a) Administration. Shares of Restricted Stock may be issued either alone
or in addition to other awards granted under the Plan. The Committee shall
determine the officers and key employees of the Company to whom, and the time or
times at which, grants of Restricted Stock will be made, the number of shares to
be awarded, the time or times within which such awards may be subject to
forfeiture, and all other conditions of the awards. The Committee may also
condition the grant of Restricted Stock upon the attainment of specified
performance goals. The provisions of Restricted Stock awards need not be the
same with respect to each recipient.

      (b) Awards and Certificates. The prospective recipient of an award of
shares of Restricted Stock shall not have any rights with respect to such award,
unless and until such recipient has executed an agreement evidencing the award
and has delivered a fully executed copy thereof to the Company, and has
otherwise complied with the then applicable terms and conditions.

            (i) Each recipient shall be issued a stock certificate in respect of
      shares of Restricted Stock awarded under the Plan. Such certificate shall
      be registered in the name of the recipient, and shall bear an appropriate
      legend referring to the terms, conditions, and restrictions applicable to
      such award, substantially in the following form:

                  The transferability of this certificate and the shares of
            stock represented hereby are subject to the terms and conditions
            (including forfeiture) of the Financial Security Assurance Holdings
            Ltd. 1993 Equity Participation Plan and an Agreement entered into
            between the registered owner and Financial Security Assurance
            Holdings Ltd. Copies of such Plan and Agreement are on file in the
            offices of Financial Security Assurance Holdings Ltd., 350 Park
            Avenue, New York, New York 10022.

            (ii) The Committee shall require that the stock certificates
      evidencing such shares shall be held in custody by the Company until the
      restrictions thereon shall have lapsed, and that, as a condition of any
      Restricted Stock award, the Participant shall have delivered a stock
      power, endorsed in blank, relating to the stock covered by such award. If
      and when such restrictions so lapse, the stock certificates shall be
      delivered by the Company to the recipient or his or her designee.

      (c) Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to the Plan shall be subject to the following restrictions and
conditions:

            (i) Subject to the provisions of the Plan and the award agreements,
      during a period set by the Committee commencing with the date of such
      award and ending on a date established by the Committee (the "Restriction
      Period"), the recipient shall not be permitted voluntarily or
      involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or
      assign shares of Restricted Stock awarded under the Plan (or have such
      shares attached or garnished). Within these limits,


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      the Committee may provide for the lapse of such restrictions in
      installments where deemed appropriate.

            (ii) Except as provided in paragraph (c)(i) of this Section 6, the
      recipient shall have, in respect of the shares of Restricted Stock, all of
      the rights of a stockholder of the Company, including the right to vote
      the shares, and the right to receive any cash dividends. The Committee
      may, in its sole discretion, defer the payment of any cash dividends
      otherwise payable until such date or dates upon which the restrictions on
      the related shares of Restricted Stock shall lapse. Certificates for
      shares of Stock (not subject to restrictions) shall be delivered to the
      grantee promptly after, and only after, the period of forfeiture shall
      expire without forfeiture in respect of such shares of Restricted Stock.

            (iii) Subject to the provisions of the award agreement and
      paragraphs (c)(iv) and (c)(v) of this Section 6, upon termination of
      employment for any reason during the Restriction Period, all shares still
      subject to restriction shall be forfeited by the recipient.

            (iv) In the event a recipient's employment is terminated by the
      Company (other than for Cause), the Committee may (in its sole
      discretion), when it finds that a waiver would be in the best interests of
      the Company, waive in whole or in part any or all remaining restrictions
      with respect to such recipient's shares of Restricted Stock.

            (v) In the event of Death, Disability, Retirement or a Change in
      Control (as previously defined herein) during the Restriction Period,
      restrictions will immediately lapse on all Restricted Stock granted under
      this Section 6.

Section 7. Equity Bonuses.

      (a) Stock Subject to Equity Bonuses. The number of shares of Stock that
may be allocated under this Section 7 shall be 10,000,000. If any Equity Bonus
(or related Stock) is forfeited, the shares allocated and/or otherwise to be
distributed under this Section 7 with respect thereto shall again be available
for distribution in connection with future awards under the Plan.

      (b) Awards of Equity Bonuses. Subject to the other terms of the Plan,
Equity Bonuses may be granted to Participants in lieu of cash bonuses otherwise
payable thereto. The amount of any Equity Bonus for a year shall be determined
by the Committee (i) under a formula established by the Committee and applicable
to one or more groups of Participants or one or more individual Participants,
(ii) on a Participant-by-Participant basis or (iii) pursuant to any combination
of the foregoing methods. Without limitation by specification, this formula may
mandate that a designated percentage of the cash bonus otherwise payable be
granted as an Equity Bonus and that Participants be allowed to elect (in
accordance with procedures established by the Committee) that an amount up to
such additional percentage of such cash bonus, as designated by the Committee,
be payable in the form of an Equity Bonus. Unless expressly determined to the
contrary by the Committee, no such Equity Bonus with respect to a Participant
shall be greater than the excess of (i) the amount of the bonus payable to the
Participant for the year without regard to this Section 7, over (ii) the amount
(if any) of such bonus that is (A) deferred (or diverted to another use (e.g.,
without limitation, to the purchase of Company stock or the payment of medical
premiums or other expenses)) at the option of the Company, a Subsidiary or the
Participant in accordance with any otherwise existing deferral (or other)
program offered by the Company or a


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Subsidiary or (B) otherwise excluded for these programs by the Committee. The
amount of any bonus payable without regard to this Section 7 shall be reduced
(but not to below zero) by the amount of the applicable Equity Bonus. No Equity
Bonus (or credit or payment with respect thereto) shall be transferable by the
Participant, or otherwise subject to voluntary or involuntary sale, pledge,
anticipation, alienation, encumbrance, assignment, garnishment or attachment,
other than by will or by the laws of descent and distribution.

      (c) Vesting and Conditions. Subject to the following provisions of this
Section 7(c), and to any fluctuations in value over time, each Participant shall
be 100% vested in the Participant's Equity Bonus (and any allocations of Stock
or other amounts related thereto). A Participant shall forfeit any Equity Bonus
(and Stock or other allocations attributable thereto) if, prior to the
Realization Event applicable to that Equity Bonus, the Participant is terminated
for Cause. In addition, unless determined otherwise by the Committee, the
following individuals shall not be entitled to an Equity Bonus for a year
(whether or not the Equity Bonus has already been awarded to the Participant or
any related allocations have been made):

            (i) An individual who, prior to the last day of such year, has
      notified the Company that the individual intends to terminate employment
      with the Company effective in such year or the next succeeding year.

            (ii) An individual who, prior to the last day of such year, has been
      notified by the Company that the individual's employment with the Company
      will be terminated effective in such year or the next succeeding year.

            (iii) An individual whose employment with the Company terminates
      prior to the end of such year.

The Committee may require that, prior to receiving any distribution of Stock
under this Section 7, each Participant shall be required to certify in a form
acceptable to the Committee that at no time on or after the implementation of
this Section 7 (or such earlier date as may be specified by the Committee), and
before the occurrence of the Realization Event with respect to which the
distribution is to be made, has the Participant, directly or indirectly, held
any equity or derivative security position with respect to Stock, such as a
short sale, a long put option or a short call option, that increases in value as
the value of Stock decreases. If the Participant does not make such
certification, the Participant shall receive a distribution with respect to the
applicable Equity Bonus equal to the number of shares of Stock otherwise to be
distributed as of the Realization Event reduced by 0.1765 multiplied by the
number of shares of Stock otherwise to be distributed as of the Realization
Event. The number of shares by which the distribution is reduced shall be
forfeited as of such Realization Event. If a Participant makes a false
certification, the Participant shall forfeit as of such Realization Event all of
the shares allocated to his accounts in respect of Equity Bonuses. All amounts
forfeited hereunder shall be treated as purchases for the Plan in accordance
with rules to be established by the Committee.

      (d) Accounts. Each Participant's Bonus Account shall be credited with a
number of shares of Stock equal to the dollar amount of such Participant's
Equity Bonus award divided by the product of 0.85 multiplied by the Fair Market
Value of Stock on the date on which the shares are credited to such
Participant's Bonus Account. The establishment and maintenance of, and credits
to (including without limitation credits of Stock) and deductions from, the
Bonus Accounts (whether under the foregoing sentence or otherwise under this
Section 7) shall be mere bookkeeping entries, and shall not vest in the


                                       10
<PAGE>

employee or his beneficiary any right, title or interest in or to any specific
assets of the Company. All payments from the Bonus Accounts shall be made from
the general funds of the Company, and, except as provided below, no special or
separate fund shall be established or other segregation of assets made to assure
such payments.

      (e) Deemed Dividends. For each dividend declared and paid on shares of
Stock, an amount equal to such dividend (referred to herein as "deemed
dividend") shall be credited with respect to each share of Stock allocated to
the Bonus Accounts. The Committee may provide that such amounts be deemed
reinvested in additional Stock (which would thereupon be credited to the Bonus
Accounts), and may provide that the credit resulting from such reinvestment be
equal to the dollar amount of the deemed dividend divided by the product of 0.85
multiplied by the Fair Market Value of Stock on the date on which the shares are
credited to such Participant's Bonus Account.

      (f) Distributions. Except as otherwise determined by the Committee,
amounts attributable to Equity Bonuses shall be distributed upon the first to
occur of (i) the expiration of the period specified by the Board or Committee
beginning on the date as of which the Equity Bonus is awarded, (ii) the
occurrence of a Change in Control, (iii) the termination of this Section 7
pursuant to Section 10, (iv) the Participant's termination of employment with
the Company as a result of the Participant's Disability or (v) the Participant's
Death; provided, however, that any distribution to a Participant otherwise
payable hereunder shall be deferred until no later than January 2 in the year
following termination of the Participant's employment with the Company (and its
subsidiaries) to the extent that such distribution, if not so deferred, would be
disallowed as a tax deduction by the Company pursuant to Section 162(m) of the
Code (or any successor provision). Notwithstanding the foregoing, the Committee
may permit Participants to elect additional deferral and/or to receive earlier
distributions. In the case of additional deferral, the Committee may establish
rules under which Stock allocated to a Bonus Account may (i) continue to be
allocated as such, and/or (ii) may be converted to cash and credited from time
to time with earnings in accordance with procedures determined by the Committee.
Distributions shall be made in Stock and/or cash, as determined and in
accordance with rules to be established by the Committee (which may be rules of
general applicability or rules applicable to specified Participants), except
that fractional shares shall be in cash.

      (g) Funding. Prior to the award of any Equity Bonus, the Committee shall
establish a funding vehicle (a "Fund") to assist the Company with its
obligations under this Section 7. The Committee may provide that credits and
allocations otherwise provided for by this Section 7 shall be adjusted to take
into account the amount and timing of purchases and sales of, and dividends with
respect to, Stock under such Fund; the manner in which such Fund otherwise
operates; the amount of Stock in such Fund from time to time; and such other
factors as the Committee may deem relevant; provided that the limitation in
Section 7(a) may not be adjusted under this sentence. Any Fund shall be designed
not to cause the Plan to be considered to be funded for tax purposes or for
purposes of Title I of the Employee Retirement Income Security Act of 1974, as
amended.

      (h) Allocations from a Fund. Without limiting the generality of Section
7(g), the Committee may establish rules regarding Stock purchases by a Fund and
related allocations to Bonus Accounts that are consistent with the following
rules:

            (i) The Fund may make purchases and/or receive contributions of
      Stock, with such Stock to be allocated as indicated below. If, on November
      30 of each calendar year (or such other date as may be specified by the
      Committee), the number of unallocated shares held in the


                                       11
<PAGE>

      Fund is at least equal to 90% (on such other percentage specified by the
      Committee) of the amount of shares necessary to satisfy the total amount
      of Equity Bonuses granted for such calendar year, each Participant's Bonus
      Account shall be credited with a number of shares of Stock equal to the
      dollar amount of such Participant's Equity Bonus divided by the product of
      0.85 multiplied by the average cost per share of Stock (as determined in
      accordance with rules established by the Committee) purchased (or deemed
      purchased) by the Fund, with such cost being determined as of November 30
      (or such other date) of the calendar year for which the Equity Bonus was
      granted to such Participant. In the event that the number of shares held
      in the Fund is less than 90% (or such other percentage) of the number of
      shares necessary to satisfy the total amount of Equity Bonuses granted for
      a year, each Participant's Stock Account shall be credited with a number
      of shares of Stock equal to the dollar amount of such Participant's Equity
      Bonus divided by the product of 0.85 multiplied by the average cost per
      share of Stock on the date on which the shares are credited to such
      Participant's Bonus Account.

            (ii) If, as of the date a Bonus Award is granted, the number of
      unallocated shares held in the Fund is insufficient to satisfy such Equity
      Bonus, the date on which Stock in respect of such Equity Bonus is credited
      to a Participant's Bonus Account shall be deferred until such date as the
      number of unallocated shares held in the Fund equals or exceeds the number
      of shares with respect to such Equity Bonus.

            (iii) If the date as of which Equity Bonuses are granted for a
      calendar year is on or prior to the record date for the dividends payable
      on Stock but the number of unallocated shares held in the Fund is
      insufficient to satisfy such Equity Awards, (A) for purposes of Section
      7(h)(iv) and (vi), the unallocated shares held in the Fund shall be
      treated as held in each Participant's Account pro rata in proportion to
      each Participant's Bonus for such calendar year and (B) Financial Security
      Assurance Holdings Ltd. shall make a contribution to the Fund equal to the
      difference between (I) the dividends that would have been paid on shares
      in respect of Equity Bonuses for such calendar year had the Fund held
      sufficient Equity shares to satisfy the Equity Bonuses for such calendar
      year and (II) the dividends actually paid on the shares held in the Fund.
      For purposes of Section 7(h)(iv) and (vi), the Company contribution
      described in clause (B) of the foregoing sentence shall be treated as a
      dividend paid on Stock held in a Participant's Bonus Account, pro rata in
      proportion to each Participant's Equity Bonus for such calendar year.

            (iv) As of the payment date for dividends paid (or deemed paid) on
      Stock held (or deemed held) in a Participant's Bonus Account as of the
      record date for such dividends, each such Participant's Bonus Account
      shall be credited with the number of shares of Stock that are in fact
      purchased or deemed to have been purchased with such dividends and the
      additional 17.65% compensation contribution made in respect of such
      dividends, as determined pursuant to Section 7(h)(vi).

            (v) Each Participant's Bonus Account shall be reduced by the number
      of shares of Stock distributed to the Participant in respect of an Equity
      Bonus, whether such shares are distributed from the Fund or directly from
      the Company.

            (vi) All dividends paid on Stock held in the Fund shall be
      reinvested in Stock as follows:


                                       12
<PAGE>

                  (A) Subject to Section 7(h)(vi)(B), as soon as practicable
            after the payment date for dividends paid (or deemed paid) on Stock
            credited (or deemed to be credited) to Participants' Bonus Accounts,
            the Company shall contribute to the Fund, as compensation to
            Participants, an amount equal to 17.65% of such dividends (or deemed
            dividends) (less required withholding taxes, if any). As soon as
            practicable after receipt of such dividends (or deemed dividends)
            and such 17.65% contribution, the Fund shall use such dividends (or
            deemed dividends) and contribution to purchase Stock.

                  (B) To the extent that the Committee elects by notice to the
            Fund, the Company's 17.65% contribution obligation shall be
            satisfied out of the unallocated Stock in the Fund. If the Committee
            makes such an election, the contribution obligation shall be
            satisfied (I) first from the dividends paid on unallocated shares of
            Stock held in the Fund and (II) second from unallocated shares of
            Stock held in the Fund, based on the Fair Market Value of the shares
            on the relevant payment date. Any such share shall be deemed to have
            been purchased at such Fair Market Value for allocation purposes.

                  (C) Shares of Stock purchased or deemed purchased pursuant to
            Section 7(h)(vi)(A) or (B) shall be allocated to the Participant's
            Bonus Accounts with respect to which they were purchased.

                  (D) As soon as practicable after receipt of dividends paid on
            unallocated Stock held in the Fund, the Fund shall use the amount of
            such dividends to purchase Stock. Shares of Stock purchased pursuant
            to this Section 7(h)(vi)(D) (other than with dividends used to
            satisfy the Company's contribution obligation pursuant to Section
            7(h)(vi)(B)) shall be held unallocated in the Fund, pending
            allocation.

            (vii) Other Rules. It is expressly understood that this Section 7
      provides general parameters with respect to the awarding of Equity Bonuses
      and the making of payments in connection therewith. Without limiting the
      generality of Section 2, prior to the award of any Equity Bonus, the
      Committee shall adopt such additional provisions (not inconsistent with
      this Section 7) relating to Equity Bonuses as it may deem necessary or
      advisable to implement the purposes and intent of this Section 7, which
      provisions, if and when adopted, are hereby incorporated herein by
      reference.

Section 8. Performance Shares.

      (a) Administration and Awards. The Committee, in its discretion, may grant
Performance Shares to one or more Participants. The terms and conditions of any
grant of Performance Shares shall be set forth in a written agreement between
the Company and the Participant. Such written agreement may permit a Participant
to make elections thereunder with respect to the Performance Objective(s)
applicable thereto and/or the method(s) of calculating such Performance
Objective(s). Performance Shares shall be denominated in shares of Stock and,
contingent upon the attainment of specified Performance Objectives within one or
more Performance Cycles, and subject to the Company's rights as set forth in
paragraph (c) of this Section 8, represent the right to receive a distribution
of Stock and/or payment of cash following the completion of each Performance
Cycle, as provided in paragraph (b) of this Section 8. The Committee shall
determine the extent to which any one or more Performance


                                       13
<PAGE>

Objectives have been achieved by the Company in the applicable Performance
Cycle. In the absence of bad faith or manifest error, the Committee's
determination shall be final and binding upon a Participant.

      Performance Shares may be granted to a Participant prior to or during a
Performance Cycle, but distributions and payments with respect thereto may only
be made following the completion of a Performance Cycle, except as otherwise
provided in paragraph (e) of this Section 8 following a Change in Control. The
number of Performance Shares subject to an award shall be allocated among the
Performance Cycle(s) covered by such award in such manner as the Committee shall
determine. The written agreement evidencing the award of Performance Shares
shall specify the number of Performance Shares subject to the award, the number
and duration of the Performance Cycles to which those Performance Shares relate,
the Performance Objectives, the identification of the Performance Cycle(s)
within which such Performance Objectives must be satisfied, the number of
Performance Shares allocated to each such Performance Cycle, and the vesting
provisions with respect to such Performance Shares (i.e., the date or, if
vesting is on an installment basis, the dates after which the Participant shall
have indefeasible right to the distribution and/or payment described in
paragraph (b) of this Section 8, if any, with respect to certain or all
Performance Shares subject to the award), subject to the limitations thereon
described below. The number of Performance Shares allocated to a Performance
Cycle under any award of Performance Shares shall not exceed 100,000.

      If any change shall occur in or affect the Stock or Performance Shares on
account of any increase or decrease in the number of outstanding shares of Stock
resulting from payment of a Stock dividend on Stock, a subdivision or
combination of shares of Stock, a reclassification of Stock, a recapitalization
involving the Company or in the event of a merger or consolidation in which the
Company shall be the surviving corporation, the Committee shall make such
adjustments, if any, that it deems necessary in the number of Performance Shares
allocated to awards of Performance Shares then outstanding to reflect such
change in capitalization.

      To reflect a change in tax laws or regulations or accounting principles,
the Committee shall make such adjustments in the Performance Objectives set
forth in all outstanding awards of Performance Shares in respect of Performance
Cycles not then completed so as to reflect such change to preserve the value of
the Performance Shares consistent with the intent and the purpose of the Plan,
provided the Company's independent auditors shall have determined that such
adjustments shall not result in the Company's loss of deductibility under
Section 162(m) with respect to Participants whose compensation is, in the
reasonable belief of the Committee, subject thereto. Further, with respect to a
Participant, the deductibility of whose award of Performance Shares will not, in
the reasonable belief of the Committee, be subject to Section 162(m) of the
Code, the Committee may, in its discretion and independent of any determination
made by the Company's independent auditors, adjust the Performance Objective(s)
in respect of Performance Cycles not then completed so as to reflect a change in
tax laws or regulations or accounting principles to preserve the value of the
Performance Shares consistent with the intent and the purpose of the Plan.

      Performance Shares shall be vested at such time or times as determined by
the Committee (taking into account, without limitation, Section 16 of the Act)
at the date of award, provided that acceleration of vesting may be granted by
the Committee after the date of award, but in no event shall the Committee
provide a vesting schedule which would vest fewer Performance Shares in a
Participant through the completion of a particular Performance Cycle than the
aggregate number of Performance Shares allocated to such Performance Cycle and
all Performance Cycles included in such award which have


                                       14
<PAGE>

been previously completed. If the Committee provides, in its discretion, that
any award is vested only in installments, the Committee may waive such
installment vesting provisions at any time.

      Upon termination of a Participant's employment by the Company without
Cause, (i) additional Performance Shares issued pursuant to paragraph (d) of
this Section 8 shall all vest, (ii) unvested Performance Shares awarded on or
prior to January 1, 1996, shall all vest and (iii) unvested Performance Shares
awarded after January 1, 1996, shall vest pro-rata in proportion to the
percentage of the Performance Cycle for such Performance Shares during which the
Participant was employed by the Company. Upon Retirement, (i) additional
Performance Shares issued pursuant to paragraph (d) of this Section 8 shall all
vest, (ii) unvested Performance Shares awarded on or prior to January 1, 1998,
shall all vest and (iii) unvested Performance Shares awarded after January 1,
1998, shall vest pro-rata in proportion to the percentage of the Performance
Cycle for such Performance Shares during which the Participant was employed by
the Company. In addition, all unvested Performance Shares shall vest (i) upon
death or Disability while employed by the Company and (ii) as set forth in
paragraph (e) of this Section 8 in the event of a Change in Control. Except as
provided above, Performance Shares not vested on the date of termination of
employment shall be forfeited.

      (b) Distributions and Payments on Completion of Performance Cycle. In
furtherance of an election discussed in paragraph (c) of this Section 8,
distributions of shares of Stock and/or payments of cash with respect to
Performance Shares allocated to a particular Performance Cycle covered by an
award shall be made to the Participant within one hundred twenty (120) days
after the completion of such Performance Cycle in accordance with the
Committee's determination of the achievement of the applicable Performance
Objectives, unless the agreement evidencing the award provides for the deferral
of such distribution or payment, in which event the terms and conditions of the
deferral shall be set forth in the agreement. Provided a Participant who has
been granted a Performance Shares award shall have been employed by the Company
through the date on which a particular Performance Cycle shall have been
completed, or such Participant's employment with the Company shall have been
terminated prior thereto by reason of death or Disability, such Participant
shall be entitled to receive with respect to each such award:

            (i) a number of shares of Stock to be determined in accordance with
      the following formula:

                 a x b = c ; or

            (ii) a cash payment in an amount to be determined in accordance with
      the following formula:

                 a x b x d = e; or

            (iii) a combination of Stock and cash in the amounts determined in
      accordance with the formulae set forth in clauses (i) and (ii) above,
      provided, however, that, in such event, in each such formula a shall be
      multiplied by the percentage that represents the portion of the
      Performance Shares allocated to such Performance Cycle to be paid in Stock
      or cash, as the case may be;

      where:


                                       15
<PAGE>

            a =   the number of Performance Shares granted in such award
                  allocated to the applicable Performance Cycle;

            b =   a percentage (which may be more than 100%), which represents
                  the extent to which the Performance Objectives set forth in
                  such award have been achieved by the Company in the applicable
                  Performance Cycle;

            c =   the number of shares of Stock to be distributed to a
                  Participant at the end of the applicable Performance Cycle
                  pursuant to such award;

            d =   the Fair Market Value of a share of Stock as of the last day
                  of the applicable Performance Cycle or such other date as the
                  Committee shall specify in such award; and

            e =   the amount of the cash to be paid to the Participant at the
                  end of the applicable Performance Cycle pursuant to such
                  award.

The Committee may, in its sole and absolute discretion, provide that in the
event a Participant shall not have been employed by the Company through the date
on which a particular Performance Cycle covered by such Participant's award
shall have been completed, such Participant may be entitled to a distribution of
Stock and/or cash in respect of Performance Shares which have vested but with
respect to which a distribution or payment had not previously been made with
respect thereto, by allocating such vested, but unpaid, Performance Shares to
the remaining uncompleted Performance Cycles covered by such Participant's award
in such amounts as it determines, but in no event shall such Participant receive
allocations more favorable than the original allocations made in such
Participant's award.

      (c) Election to Receive Stock or Cash. Subject to any deferral election
made pursuant to the terms and conditions of an agreement evidencing an award
hereunder, and the Committee's absolute and sole discretion to satisfy the
Company's obligations hereunder by payment of cash, at a date determined by the
Company and notified to each Participant prior to the date on which a
Performance Cycle shall be completed with respect to a Participant's award of
Performance Shares, such Participant may make an election to receive such
Participant's distribution, if any, following completion of such Performance
Cycle, in shares of Stock and/or cash. Such election shall be made in writing
and shall be delivered to the Company's Chief Financial Officer or General
Counsel, or such other officer as the Committee shall from time to time
designate. Notwithstanding any cash election, the Committee may in its sole and
absolute discretion satisfy the Company's obligations to any Participant by
delivery of shares of Stock, subject to the availability of such Stock under the
Plan. If the Participant shall fail to make a timely election, the Committee
shall have the sole discretion to deliver shares of Stock and/or pay cash to
satisfy any such obligation.

      In the event Participants elect to receive shares of Stock in satisfaction
of the Company's obligations under paragraph (b) of this Section 8 with respect
to the completion of a particular Performance Cycle, and the aggregate number of
shares of Stock subject to such elections, together with the number of shares of
Stock subject to outstanding Stock Options and outstanding Restricted Stock
awards as of the date of completion of such Performance Cycle, exceeds the
maximum number of shares of Stock reserved and available for distribution under
the Plan, other than under Section 7, the Committee shall have the absolute and
sole discretion to satisfy such obligations by reducing the number of shares of
Stock subject to such elections to that number which, when added to the number
of


                                       16
<PAGE>

outstanding Stock Options and Restricted Stock awards, equals the maximum number
of shares of Stock so reserved and available for distribution under the Plan. In
such event, the Committee shall reduce the number of shares of Stock pursuant to
each Participant's election pro rata, based upon the number of shares of Stock
otherwise issuable pursuant to such elections. The Company shall satisfy the
obligations to such Participants, which remain unsatisfied following a
distribution made pursuant to the foregoing reduction, by paying cash to such
Participants in accordance with the formula, and within the time period, set
forth in paragraph (b) of this Section 8.

      (d) Dividend Reinvestment. At the time an award of Performance Shares is
granted, the Committee may, in its discretion, determine that, in the event cash
dividends are paid on the Stock during any Performance Cycle, there shall be an
increase in the number of Performance Shares subject to awards under this
Section 8. The aggregate number of additional Performance Shares issuable to a
Participant holding an outstanding Performance Shares award on the date of
payment of a cash dividend shall be determined in accordance with the following
formula:

                                   (i x j) = l
                                    -----
                                        k

      where: i =  the number of Performance Shares allocated to all Performance
                  Cycles included in a Participant's award which have not been
                  completed or which have been completed but with respect to
                  which payments have not been made prior to the payment date of
                  the cash dividend;

             j =  the per share of Stock cash dividend paid;

             k =  the Fair Market Value of a share of Stock on the payment date
                  of the cash dividend; and

             l =  the aggregate number of additional Performance Shares
                  allocable among all Performance Cycles included in a
                  Participant's award which have not been completed or which
                  have been completed but with respect to which payments have
                  not been made prior to the payment date of the cash dividend.

      The number of Performance Shares allocated to each Performance Cycle
included in a Participant's award which has not been completed or which has been
completed but has not been paid prior to the payment date of the cash dividend
shall be increased in relative proportion to the number of Performance Shares
allocated to all such Performance Cycles prior to such adjustment.

      (e) Change in Control. In the event of a Change in Control, all
Participants who then hold awards of Performance Shares will immediately become
fully vested with respect thereto ("Accelerated Shares"); provided that such
accelerated vesting shall not apply to Performance Shares awarded after January
1, 1996, if a Plan Continuation shall have occurred as provided below in this
paragraph (e) ("Non-Accelerated Shares"). In the event of a Change in Control, a
Participant shall be entitled to a cash payment, or payments, pursuant to
paragraph (b) of this Section 8 with respect to all Performance Cycles completed
on or prior to the date of the Change in Control as provided in said paragraph;
in addition, the Committee shall value all Accelerated Shares in respect of
Performance Cycles which shall not have been completed on or before the date of
the Change in Control based upon the formulae set forth in paragraph (b) of this
Section 8 except that b shall be equal to a percentage (the "Minimum
Percentage")


                                       17
<PAGE>

equal to the greater of (i) the average of the percentages (which may have been
more than 100%), which represented the extent to which Performance Objectives
were achieved by the Company in all Performance Cycles completed on or before
the date of the Change in Control; and (ii) 50%; provided that, in the case of
Performance Shares awarded after January 1, 1996, b shall equal (i) for all
Performance Cycles that do not include at least one completed year at the
Operative Date (as defined below), 100%, and (ii) for all Performance Cycles
that include at least one completed year at the Operative Date, a percentage
(which may be more than 100%), which represents the extent to which the
Performance Objectives set forth in such award have been achieved by the Company
in the applicable Performance Cycle assuming that the Company achieved 100% of
its Performance Objectives for each year not completed at the Operative Date.
For purposes of the foregoing, the "Operative Date" shall mean the date of the
Change in Control. On the date one year after the Change in Control (the
"One-Year Period"), the Company shall pay a Participant the cash to which such
Participant is entitled with respect to the Performance Shares whose vesting has
been accelerated based on the Change in Control unless, prior thereto, such
Participant's employment shall have been terminated by the Company for Cause or
such Participant shall have voluntarily terminated his/her employment without
Good Reason (defined below), in either of which events such Participant shall
forfeit all rights to such Performance Shares whose vesting has been accelerated
based upon the Change in Control and which would not otherwise have vested and
all rights to payment attributable to application of the Minimum Percentage and
any distribution of Stock and/or cash with respect thereto. In the case of any
Performance Cycle completed during the One-Year Period, payment of any amount
due shall be made in accordance with Section 8(b), provided that any incremental
payment due pursuant to the foregoing provisions of this Section 8(e) by reason
of application of the Minimum Percentage shall be payable at the end of the
One-Year Period unless forfeited.

      In the event of a Change in Control, the Board of Directors may elect by
resolution prior to the Change in Control to continue the Plan (a "Plan
Continuation"), in which event all Non-Accelerated Shares shall vest and be
payable as if no Change in Control had occurred except as otherwise provided in
the next two succeeding sentences. Following a Plan Continuation, if a
Participant's employment shall be terminated by the Company without Cause or
such Participant shall voluntarily terminate his orher employment for Good
Reason, in either case prior to the completion of any Performance Cycle in
respect of any Non-Accelerated Shares, then (i) all Non-Accelerated Shares
outstanding at the date of the Change in Control and having Performance Cycles
which shall not have been completed prior to the date of termination of
employment shall be deemed to be Accelerated Shares ("Re-Accelerated Shares")
for purposes of this paragraph (e) and (ii) payment in respect of such
Re-Accelerated Shares shall be made as provided in this paragraph (e) for
Accelerated Shares (except that the "Operative Date" shall mean the date of
termination of employment) and shall be paid immediately if the One-Year Period
shall have elapsed. In the event of a Plan Continuation, the Committee shall
make such adjustments, if any, to the Performance Objectives and/or the method
of calculating the Performance Objectives as it shall deem necessary or
appropriate to preserve the value of the Non-Accelerated Shares consistent with
the intent and the purpose of the Plan.

      For the purposes of this Section 8(e) "Good Reason" shall mean, in the
context of a voluntary termination by a Participant of his or her employment
with the Company, such termination within 90 days after the occurrence of any
one of the following events without the Participant's express written consent:

            (i) the assignment to such Participant of any duties inconsistent
      with the Participant's position, duties, responsibilities, and status with
      the Company (or a Subsidiary)


                                       18
<PAGE>

      immediately prior to a Change in Control, or a substantive change in the
      Participant's titles or offices as in effect immediately prior to a Change
      in Control, or any removal of the Participant from or any failure to
      reelect the Participant to such positions, except in connection with the
      termination of the Participant's employment by the Company (or a
      Subsidiary) for Cause of by the Participant other than for Good Reason; or

            (ii) if the Participant's total cash compensation opportunities,
      including salary and incentives, for any fiscal year are less than the
      total cash compensation opportunities made available to the Participant in
      the completed fiscal year immediately preceding the Change in Control; or

            (iii) the failure of the Company (or a Subsidiary) to continue in
      effect any benefits or perquisites, or any pension, life insurance,
      medical insurance or disability plan in which the Participant was
      participating immediately prior to a Change in Control unless the Company
      (or a Subsidiary) provides the Participant with a plan or plans that
      provide substantially similar benefits, or the taking of any action by the
      Company (or a Subsidiary) that would adversely affect the Participant's
      benefits under any of such plans or deprive the Participant of any
      material fringe benefit enjoyed by the Participant immediately prior to a
      Change in Control; or

            (iv) any relocation of the Participant from the city where the
      Participant was located at the time of the Change in Control; or

            (v) following a Change in Control, Financial Security Assurance Inc.
      ceases to be a Subsidiary, or the Company sells or otherwise disposes of,
      in one transaction or a series of related transactions, assets or earning
      power aggregating more than 30% of the assets (taken at asset value as
      stated on the books of the Company determined in accordance with generally
      accepted accounting principles consistently applied) or earning power of
      the Company (on an individual basis) or the Company and its Subsidiaries
      (on a consolidated basis) to any other person or persons; or

            (vi) following a Change in Control, if the Participant is employed
      by a Subsidiary of the Company, such Subsidiary either ceases to be a
      Subsidiary of the Company or sells or otherwise disposes of, in one
      transaction or a series of related transactions, assets or earning power
      aggregating more than 30% of the assets (taken at asset value as stated on
      the books of the subsidiary determined in accordance with generally
      accepted accounting principles consistently applied) or earning power of
      such subsidiary (on an individual basis) or such Subsidiary and its
      Subsidiaries (on a consolidated basis) to any other person or persons.

      (f) Holders of Performance Shares Not To Be Treated As Stockholders.
Neither any Participant awarded Performance Shares hereunder, nor any person
entitled to exercise a Participant's rights thereto in the event of death, shall
have any rights of a stockholder with respect to any share of Stock subject to
such Participant's award of Performance Shares, except to the extent that a
certificate for such shares shall have been issued as provided for herein.

      (g) Non-Transferability of Performance Shares. No Performance Share shall
be transferrable by a Participant, or otherwise subject to voluntary or
involuntary sale, pledge, anticipation, alienation, encumbrance, assignment,
garnishment or attachment, other than by will or by the laws of descent and
distribution.


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<PAGE>

      (h) Funding. Prior to the award of any Performance Shares, the Committee
shall establish a funding vehicle, which may or may not be the Fund referred to
in Section 7 hereof, to assist the Company with its obligations under this
Section 8. The Committee may provide that credits and allocations otherwise
provided for by this Section 8 shall be adjusted to take into account the amount
and timing of purchases and sales of, and dividends with respect to, Stock under
such fund; the manner in which such fund otherwise operates; the amount of Stock
in such fund from time to time; and such other factors as the Committee may deem
relevant; provided that the limitation in Section 3 hereof may not be adjusted
under this sentence. Any fund shall be designed not to cause the plan to be
considered to be funded for tax purposes or for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended.

Section 9. Transfer, Leave of Absence, etc.

      For purposes of the Plan, the following events shall not be deemed a
termination of employment:

      a. a transfer of an employee from the Company to a Subsidiary, or from a
Subsidiary to the Company, or from one Subsidiary to another; or

      b. a leave of absence, approved in writing by the Committee, for military
service or sickness, or for any other purpose approved by the Company if the
period of such leave does not exceed ninety (90) days (or such longer period as
the Committee may approve, in its sole discretion).

Section 10. Amendments and Termination.

      The Board may amend, alter, or discontinue the Plan (or any portion
thereof), but no amendment, alteration or discontinuation shall be made which
would impair the rights of an optionee or recipient with respect to any Stock
Option, Restricted Stock award, Equity Bonus or Performance Shares theretofore
granted, without the optionee's or recipient's consent; provided that the Board
may not make any amendment in the Plan that would, if such amendment were not
approved by the holders of the Stock, cause the Plan to fail to comply with (a)
Section 16 of the Act (or Rule 16b-3 under the Act), or (b) any other
requirement of applicable law or regulation, unless and until the approval of
the holders of such Stock is obtained.

      The Committee may amend the terms of any award or option theretofore
granted, prospectively or retroactively, but no such amendment shall impair the
rights of any holder without his consent.

Section 11. General Provisions.

      a. The Committee may require each person purchasing shares pursuant to a
Stock Option under the Plan to represent to and agree with the Company in
writing that the optionee is acquiring the shares without a view toward
distribution thereof. The certificates for such shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer.
All certificates for shares of Stock delivered under the Plan pursuant to any
Restricted Stock or Performance Shares awards shall be subject to such
stock-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 or state securities law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate


                                       20
<PAGE>

reference to such restrictions. The foregoing provisions of this paragraph shall
not be effective if and to the extent that the shares of Stock delivered under
the Plan are covered by an effective and current registration statement under
the Securities Act of 1933, as amended, such that application of such provisions
is no longer required, or if and so long as the Committee otherwise determines
that such application is no longer required.

      b. Subject to paragraph (d) below, recipients of Restricted Stock or Stock
in respect of Equity Bonuses or Performance Shares under the Plan are not
required to make any payment or provide consideration other than the rendering
of past services and/or the commitment to render and rendering of future
services.

      c. Nothing contained in the Plan shall prevent the Board of Directors from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of the
Plan shall not confer upon any employee of the Company or any Subsidiary any
right to continued employment with the Company, nor shall it interfere in any
way with the right of the Company to terminate the employment of any of its
employees at any time.

      d. Each Participant shall, no later than the date as of which the value of
an award first becomes includible in the gross income of the Participant for
Federal income tax purposes, pay to the Company or make arrangements
satisfactory to the Committee regarding payment of any Federal, state or local
taxes of any kind required by law to be withheld with respect to the award;
provided, however, that such tax withholding requirement may be met by the
withholding of shares of Stock otherwise deliverable to the Participant,
pursuant to procedures approved by the Committee. The obligations of the Company
under the Plan shall be conditional on such payment or arrangements and the
Company 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. The
Committee, in its discretion (and giving consideration to, without limitation,
Section 16 of the Act), may permit an optionee hereunder to satisfy the
withholding obligation, in whole or in part, by irrevocably electing to have the
Company withhold shares of Stock, otherwise to be obtained upon the exercise of
a Stock Option, having a Fair Market Value equal to the amount required to be
withheld.

      e. At the time of grant, the Committee may provide in connection with any
grant made under the Plan that the shares of Stock received as a result of such
grant shall be subject to a right of first refusal, pursuant to which the
Participant shall be required to offer to the Company any shares that the
Participant wishes to sell, with the price being the then Fair Market Value of
the Stock, subject to such other terms and conditions as the Committee may
specify at the time of grant.

      f. Notwithstanding any other provision of the Plan, if the Committee
determines that an individual entitled to take action or receive payments
hereunder is an infant or incompetent by reason of physical or mental
disability, it may permit such action to be made by or cause such payments to be
made to a legal guardian, custodian or comparable party, without any further
responsibility with respect thereto under the Plan.

Section 12. Effective Date of Plan.


                                       21
<PAGE>

      The Plan shall be effective on the date it is approved by a vote of the
holders of a majority of the total outstanding Stock. The Plan shall not become
effective unless it is so approved.

Section 13. Term of Plan.

      No Stock Option, Restricted Stock award, Performance Shares award or
Equity Bonus shall be granted pursuant to the Plan on or after the tenth
anniversary of the date of the most recent stockholder approval of the Plan, but
awards theretofore granted may extend beyond that date.


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