FREEPORT-McMoRan INC.
                      1996 STOCK OPTION PLAN


                            SECTION 1


     Purpose.  The purpose of the Freeport-McMoRan Inc. 1996 Stock Option
Plan (the "Plan") is to motivate and reward key personnel by giving them
a proprietary interest in the Company's continued success.


                            SECTION 2


     Definitions.  As used in the Plan, the following terms shall have
the meanings set forth below:

     "Award" shall mean any Option, Stock Appreciation Right, Limited
Right or Other Stock-Based Award.

     "Award Agreement" shall mean any written agreement, contract or
other instrument or document evidencing any Award, which may, but need
not, be executed or acknowledged by a Participant.

     "Board" shall mean the Board of Directors of the Company.

     "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

     "Committee" shall mean a committee of the Board designated by the
Board to administer the Plan and composed of not fewer than two
directors, each of whom, to the extent necessary to comply with
Rule 16b-3 only, is a "non-employee director" within the meaning of
Rule 16b-3 and, to the extent necessary to comply with Section 162(m)
only, is an "outside director" under Section 162(m).  Until otherwise
determined by the Board, the Committee shall be the Corporate Personnel
Committee of the Board.

     "Company" shall mean Freeport-McMoRan Inc.

     "Designated Beneficiary" shall mean the beneficiary designated by
the Participant, in a manner determined by the Committee, to receive the
benefits due the Participant under the Plan in the event of the
Participant's death.  In the absence of an effective designation by the
Participant, Designated Beneficiary shall mean the Participant's estate.

     "Employee" shall mean (i) any person providing services as an
officer of the Company or a Subsidiary, whether or not employed by such
entity, including any such person who is also a director of the Company,
(ii) any employee of the Company or a Subsidiary, including any director
who is also an employee of the Company or a Subsidiary, (iii) any officer
or employee of an entity with which the Company has contracted to receive
executive, management or legal services who provides services to the
Company or a Subsidiary through such arrangement and (iv) any person who
has agreed in writing to become a person described in clauses (i), (ii)
or (iii) within not more than 30 days following the date of grant of such
person's first Award under the Plan.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

     "Incentive Stock Option" shall mean an option granted under Section
6 of the Plan that is intended to meet the requirements of Section 422
of the Code or any successor provision thereto.

     "Limited Right" shall mean any right granted under Section 8 of the
Plan.

     "Nonqualified Stock Option" shall mean an option granted under
Section 6 of the Plan that is not intended to be an Incentive Stock
Option.

     "Offer" shall mean any tender offer, exchange offer or series of
purchases or other acquisitions, or any combination of those
transactions, as a result of which any person, or any two or more persons
acting as a group, and all affiliates of such person or persons, shall
beneficially own more than 40% of all classes and series of the Company's
stock outstanding, taken as a whole, that has voting rights with respect
to the election of directors of the Company (not including any series of
preferred stock of the Company that has the right to elect directors only
upon the failure of the Company to pay dividends).

     "Offer Price" shall mean the highest price per Share paid in any
Offer that is in effect at any time during the period beginning on the
ninetieth day prior to the date on which a Limited Right is exercised and
ending on and including the date of exercise of such Limited Right.  Any
securities or property that comprise all or a portion of the
consideration paid for Shares in the Offer shall be valued in determining
the Offer Price at the higher of (i) the valuation placed on such
securities or property by the person or persons making such Offer, or
(ii) the valuation, if any, placed on such securities or property by the
Committee or the Board.

     "Option" shall mean an Incentive Stock Option or a Nonqualified
Stock Option.

     "Other Stock-Based Award" shall mean any right or award granted
under Section 9 of the Plan.

     "Participant" shall mean any Employee granted an Award under the
Plan.

     "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization,
government or political subdivision thereof or other entity.

     "Rule 16b-3" shall mean Rule 16b-3 promulgated by the SEC under the
Exchange Act, or any successor rule or regulation thereto as in effect
from time to time.

     "SAR" shall mean any Stock Appreciation Right.

     "SEC" shall mean the Securities and Exchange Commission, including
the staff thereof, or any successor thereto.

     "Section 162(m)" shall mean Section 162(m) of the Code and all
regulations promulgated thereunder as in effect from time to time.

     "Shares" shall mean the shares of Common Stock, par value $0.01 per
share, of the Company and such other securities of the Company or a
Subsidiary as the Committee may from time to time designate.

     "Stock Appreciation Right" shall mean any right granted under
Section 7 of the Plan.

     "Subsidiary" shall mean (i) any corporation or other entity in which
the Company possesses directly or indirectly equity interests
representing at least 50% of the total ordinary voting power or at least
50% of the total value of all classes of equity interests of such
corporation or other entity and (ii) any other entity in which the
Company has a direct or indirect economic interest that is designated as
a Subsidiary by the Committee.


                            SECTION 3

     Administration.  The Plan shall be administered by the Committee. 
Subject to the terms of the Plan and applicable law, and in addition to
other express powers and authorizations conferred on the Committee by the
Plan, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted
to an eligible Employee; (iii) determine the number of Shares to be
covered by, or with respect to which payments, rights or other matters
are to be calculated in connection with, Awards; (iv) determine the terms
and conditions of any Award; (v) determine whether, to what extent, and
under what circumstances Awards may be settled or exercised in cash,
whole Shares, other whole securities, other Awards, other property or
other cash amounts payable by the Company upon the exercise of that or
other Awards, or canceled, forfeited or suspended and the method or
methods by which Awards may be settled, exercised, canceled, forfeited
or suspended; (vi) determine whether, to what extent, and under what
circumstances cash, Shares, other securities, other Awards, other
property, and other amounts payable by the Company with respect to an
Award shall be deferred either automatically or at the election of the
holder thereof or of the Committee; (vii) interpret and administer the
Plan and any instrument or agreement relating to, or Award made under,
the Plan; (viii) establish, amend, suspend or waive such rules and
regulations and appoint such agents as it shall deem appropriate for the
proper administration of the Plan; and (ix) make any other determination
and take any other action that the Committee deems necessary or desirable
for the administration of the Plan.  Unless otherwise expressly provided
in the Plan, all designations, determinations, interpretations and other
decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee, may be made at any time and shall
be final, conclusive and binding upon all Persons, including the Company,
any Subsidiary, any Participant, any holder or beneficiary of any Award,
any stockholder of the Company and any Employee.


                            SECTION 4

     Eligibility.  Any Employee shall be eligible to be granted an Award.


                            SECTION 5

          (a)  Shares Available for Awards.  Subject to adjustment as
provided in Section 5(b):

               (i)  Calculation of Number of Shares Available.  The
number of Shares with respect to which Awards payable in Shares may be
granted under the Plan shall be 1,300,000.  Awards that by their terms
may be settled only in cash shall not be counted against such total. 
Grants of Stock Appreciation Rights, Limited Rights and Other Stock-Based
Awards not granted in tandem with Options and payable only in cash may
relate to no more than 1,300,000 Shares.  If, after the effective date
of the Plan, an Award granted under the Plan expires or is exercised,
forfeited, canceled or terminated without the delivery of Shares, then
the Shares covered by such Award or to which such Award relates, or the
number of Shares otherwise counted against the aggregate number of Shares
with respect to which Awards may be granted, to the extent of any such
expiration, exercise, forfeiture, cancellation or termination without the
delivery of Shares, shall again be, or shall become, Shares with respect
to which Awards may be granted.  To the extent that Shares are delivered
to pay the exercise price of an Option or are delivered or withheld by
the Company in payment of the withholding taxes relating to an Award, the
number of Shares so delivered or withheld shall become Shares with
respect to which Awards may be granted.

               (ii)  Substitute Awards.  Any Shares delivered by the
Company, any Shares with respect to which Awards are made by the Company,
or any Shares with respect to which the Company becomes obligated to make
Awards, through the assumption of, or in substitution for, outstanding
awards previously granted by an acquired company or a company with which
the Company combines, shall not be counted against the Shares available
for Awards under the Plan.

               (iii)     Sources of Shares Deliverable Under Awards. 
Any Shares delivered pursuant to an Award may consist of authorized and
unissued Shares or of treasury Shares, including Shares held by the
Company or a Subsidiary and Shares acquired in the open market or
otherwise obtained by the Company or a Subsidiary.

               (iv) Individual Limit.  Any provision of the Plan to the
contrary notwithstanding, no individual may receive in any year Awards
under the Plan, whether payable in cash or Shares, that relate to more
than 750,000 Shares.

          (b)  Adjustments.  In the event that the Committee determines
that any dividend or other distribution (whether in the form of cash,
Shares, Subsidiary securities, other securities or other property),
recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase or
exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the
Shares such that an adjustment is determined by the Committee to be
appropriate to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee may, in its sole discretion and in such manner as it may deem
equitable, adjust any or all of (i) the number and type of Shares (or
other securities or property) with respect to which Awards may be
granted, (ii) the number and type of Shares (or other securities or
property) subject to outstanding Awards, and (iii) the grant or exercise
price with respect to any Award and, if deemed appropriate, make
provision for a cash payment to the holder of an outstanding Award and,
if deemed appropriate, adjust outstanding Awards to provide the rights
contemplated by Section 9(b) hereof; provided, in each case, that with
respect to Awards of Incentive Stock Options no such adjustment shall be
authorized to the extent that such authority would cause the Plan to
violate Section 422(b)(1) of the Code or any successor provision thereto
and, with respect to all Awards under the Plan, no such adjustment shall
be authorized to the extent that such authority would be inconsistent
with the requirements for full deductibility under Section 162(m); and
provided further, that the number of Shares subject to any Award
denominated in Shares shall always be a whole number.


                            SECTION 6

          (a)  Stock Options.  Subject to the provisions of the Plan,
the Committee shall have sole and complete authority to determine the
Employees to whom Options shall be granted, the number of Shares to be
covered by each Option, the option price therefor and the conditions and
limitations applicable to the exercise of the Option.  The Committee
shall have the authority to grant Incentive Stock Options, Nonqualified
Stock Options or both.  In the case of Incentive Stock Options, the terms
and conditions of such grants shall be subject to and comply with such
rules as may be required by Section 422 of the Code, as from time to time
amended, and any implementing regulations.  Except in the case of an
Option granted in assumption of or substitution for an outstanding award
of a company acquired by the Company or with which the Company combines,
the exercise price of any Option granted under this Plan shall not be
less than 100% of the fair market value of the underlying Shares on the
date of grant.

          (b)  Exercise.  Each Option shall be exercisable at such times
and subject to such terms and conditions as the Committee may, in its
sole discretion, specify in the applicable Award Agreement or thereafter,
provided, however, that in no event may any Option granted hereunder be
exercisable after the expiration of 10 years after the date of such
grant.  The Committee may impose such conditions with respect to the
exercise of Options, including without limitation, any condition relating
to the application of Federal or state securities laws, as it may deem
necessary or advisable.

          (c)  Payment.  No Shares shall be delivered pursuant to any
exercise of an Option until payment in full of the option price therefor
is received by the Company.  Such payment may be made in cash, or its
equivalent, or, if and to the extent permitted by the Committee, by
applying cash amounts payable by the Company upon the exercise of such
Option or other Awards by the holder thereof or by exchanging whole
Shares owned by such holder (which are not the subject of any pledge or
other security interest), or by a combination of the foregoing, provided
that the combined value of all cash, cash equivalents, cash amounts so
payable by the Company upon exercises of Awards and the fair market value
of any such whole Shares so tendered to the Company, valued (in
accordance with procedures established by the Committee) as of the
effective date of such exercise, is at least equal to such option price.


                            SECTION 7

          (a)  Stock Appreciation Rights.  Subject to the provisions of
the Plan, the Committee shall have sole and complete authority to
determine the Employees to whom Stock Appreciation Rights shall be
granted, the number of Shares to be covered by each Award of Stock
Appreciation Rights, the grant price thereof and the conditions and
limitations applicable to the exercise thereof.  Stock Appreciation
Rights may be granted in tandem with another Award, in addition to
another Award, or freestanding and unrelated to any other Award.  Stock
Appreciation Rights granted in tandem with or in addition to an Option
or other Award may be granted either at the same time as the Option or
other Award or at a later time.  Stock Appreciation Rights shall not be
exercisable after the expiration of 10 years after the date of grant. 
Except in the case of a Stock Appreciation Right granted in assumption
of or substitution for an outstanding award of a company acquired by the
Company or with which the Company combines, the grant price of any Stock
Appreciation Right granted under this Plan shall not be less than 100%
of the fair market value of the Shares covered by such Stock Appreciation
Right on the date of grant or, in the case of a Stock Appreciation Right
granted in tandem with a then outstanding Option or other Award, on the
date of grant of such related Option or Award.

          (b)  A Stock Appreciation Right shall entitle the holder
thereof to receive upon exercise, for each Share to which the SAR
relates, an amount equal to the excess, if any, of the fair market value
of a Share on the date of exercise of the Stock Appreciation Right over
the grant price.  Any Stock Appreciation Right shall be settled in cash,
unless the Committee shall determine at the time of grant of a Stock
Appreciation Right that it shall or may be settled in cash, Shares or a
combination of cash and Shares.


                            SECTION 8

          (a)  Limited Rights.  Subject to the provisions of the Plan,
the Committee shall have sole and complete authority to determine the
Employees to whom Limited Rights shall be granted, the number of Shares
to be covered by each Award of Limited Rights, the grant price thereof
and the conditions and limitations applicable to the exercise thereof. 
Limited Rights may be granted in tandem with another Award, in addition
to another Award, or freestanding and unrelated to any Award.  Limited
Rights granted in tandem with or in addition to an Award may be granted
either at the same time as the Award or at a later time.  Limited Rights
shall not be exercisable after the expiration of 10 years after the date
of grant and shall only be exercisable during a period determined at the
time of grant by the Committee beginning not earlier than one day and
ending not more than ninety days after the expiration date of an Offer. 
Except in the case of a Limited Right granted in assumption of or
substitution for an outstanding award of a company acquired by the
Company or with which the Company combines, the grant price of any
Limited Right granted under this Plan shall not be less than 100% of the
fair market value of the Shares covered by such Limited Right on the date
of grant or, in the case of a Limited Right granted in tandem with a then
outstanding Option or other Award, on the date of grant of such related
Option or Award.

          (b)  A Limited Right shall entitle the holder thereof to
receive upon exercise, for each Share to which the Limited Right relates,
an amount equal to the excess, if any, of the Offer Price on the date of
exercise of the Limited Right over the grant price.  Any Limited Right
shall be settled in cash, unless the Committee shall determine at the
time of grant of a Limited Right that it shall or may be settled in cash,
Shares or a combination of cash and Shares.


                            SECTION 9

          (a)  Other Stock-Based Awards.  The Committee is hereby
authorized to grant to eligible Employees an "Other Stock-Based Award",
which shall consist of an Award, the value of which is based in whole or
in part on the value of Shares, that is not an instrument or Award
specified in Sections 6 through 8 of this Plan.  Other Stock-Based Awards
may be awards of Shares or may be denominated or payable in, valued in
whole or in part by reference to, or otherwise based on or related to,
Shares (including, without limitation, securities convertible or
exchangeable into or exercisable for Shares), as deemed by the Committee
consistent with the purposes of the Plan.  The Committee shall determine
the terms and conditions of any such Other Stock-Based Award and may
provide that such awards would be payable in whole or in part in cash. 
Except in the case of an Other Stock-Based Award granted in assumption
of or in substitution for an outstanding award of a company acquired by
the Company or with which the Company combines, the price at which
securities may be purchased pursuant to any Other Stock-Based Award
granted under this Plan, or the provision, if any, of any such Award that
is analogous to the purchase or exercise price, shall not be less than
100% of the fair market value of the securities to which such Award
relates on the date of grant.

          (b)  Dividend Equivalents.  In the sole and complete
discretion of the Committee, an Award, whether made as an Other Stock-Based
Award under this Section 9 or as an Award granted pursuant to
Sections 6 through 8 hereof, may provide the holder thereof with
dividends or dividend equivalents, payable in cash, Shares, Subsidiary
securities, other securities or other property on a current or deferred
basis.


                            SECTION 10

          (a)  Amendments to the Plan.  The Board may amend, suspend or
terminate the Plan or any portion thereof at any time, provided that no
amendment shall be made without stockholder approval if such approval is
necessary to comply with any tax or regulatory requirement, including for
these purposes any approval necessary to qualify Awards as "performance
based" compensation under Section 162(m) or any successor provision if
such qualification is deemed necessary or advisable by the Committee. 
Notwithstanding anything to the contrary contained herein, the Committee
may amend the Plan in such manner as may be necessary for the Plan to
conform with local rules and regulations in any jurisdiction outside the
United States.

          (b)  Amendments to Awards.  The Committee may amend, modify
or terminate any outstanding Award at any time prior to payment or
exercise in any manner not inconsistent with the terms of the Plan,
including without limitation, (i) to change the date or dates as of which
an Award becomes exercisable, or (ii) to cancel an Award and grant a new
Award in substitution therefor under such different terms and conditions
as it determines in its sole and complete discretion to be appropriate 
Notwithstanding the foregoing, no amendment, modification or termination
may impair the rights of a holder of an Award under such Award without
the consent of the holder.

          (c)  Adjustment of Awards Upon the Occurrence of Certain
Unusual or Nonrecurring Events.  The Committee is hereby authorized to
make adjustments in the terms and conditions of, and the criteria
included in, Awards in recognition of unusual or nonrecurring events
(including, without limitation, the events described in Section 5(b)
hereof) affecting the Company, or the financial statements of the Company
or any Subsidiary, or of changes in applicable laws, regulations, or
accounting principles, whenever the Committee determines that such
adjustments are appropriate to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the
Plan.

          (d)  Cancellation.  Any provision of this Plan or any Award
Agreement to the contrary notwithstanding, the Committee may cause any
Award granted hereunder to be canceled in consideration of a cash payment
or alternative Award made to the holder of such canceled Award equal in
value to such canceled Award.  The determinations of value under this
subparagraph shall be made by the Committee in its sole discretion.


                            SECTION 11

          (a)  Delegation.  Subject to the terms of the Plan and
applicable law, the Committee may delegate to one or more officers of the
Company the authority, subject to such terms and limitations as the
Committee shall determine, to grant Awards to, or to cancel, modify or
waive rights with respect to, or to alter, discontinue, suspend, or
terminate Awards held by, Employees who are not officers or directors of
the Company for purposes of Section 16 of the Exchange Act, or any
successor section thereto, or who are otherwise not subject to such
Section.

          (b)  Award Agreements.  Each Award hereunder shall be
evidenced by a writing delivered to the Participant that shall specify
the terms and conditions thereof and any rules applicable thereto,
including but not limited to the effect on such Award of the death,
retirement or other termination of employment of the Participant and the
effect thereon, if any, of a change in control of the Company.

          (c)  Withholding.  (i) A Participant may be required to pay
to the Company, and the Company shall have the right to deduct from all
amounts paid to a Participant (whether under the Plan or otherwise), any
taxes required by law to be paid or withheld in respect of Awards
hereunder to such Participant.  The Committee may provide for additional
cash payments to holders of Awards to defray or offset any tax arising
from the grant, vesting, exercise or payment of any Award.

               (ii)  At any time that a Participant is required to pay
to the Company an amount required to be withheld under the applicable tax
laws in connection with the issuance of shares of Common Stock under the
Plan, the participant may, if permitted by the Committee, satisfy this
obligation in whole or in part by electing (the "Election") to have the
Company withhold from the issuance shares of Common Stock having a value
equal to the amount required to be withheld.  The value of the shares
withheld shall be based on the fair market value of the Common Stock on
the date that the amount of tax to be withheld shall be determined in
accordance with applicable tax laws (the "Tax Date").

               (iii)  Each Election must be made prior to the Tax Date. 
The Committee may suspend or terminate the right to make Elections at any
time.

               (iv)  A Participant may also satisfy his or her total tax
liability related to the Award by delivering Shares owned by the
Participant.  The value of the Shares delivered shall be based on the
fair market value of the Shares on the Tax Date.

          (d)  Transferability.  No Awards granted hereunder may be
transferred, pledged, assigned or otherwise encumbered by a Participant
except: (i) by will; (ii) by the laws of descent and distribution; (iii)
pursuant to a domestic relations order, as defined in the Code, if
permitted by the Committee and so provided in the Award Agreement or an
amendment thereto; or (iv) if permitted by the Committee and so provided
in the Award Agreement or an amendment thereto, Options and Limited
Rights granted in tandem therewith may be transferred or assigned (a) to
Immediate Family Members, (b) to a partnership in which Immediate Family
Members, or entities in which Immediate Family Members are the owners,
members or beneficiaries, as appropriate, are the partners, (c) to a
limited liability company in which Immediate Family Members, or entities
in which Immediate Family Members are the owners, members or
beneficiaries, as appropriate, are the members, or (d) to a trust for the
benefit of Immediate Family Members; provided, however, that no more than
a de minimus beneficial interest in a partnership, limited liability
company or trust described in (b), (c) or (d) above may be owned by a
person who is not an Immediate Family Member or by an entity that is not
beneficially owned solely by Immediate Family Members.  "Immediate Family
Members" shall be defined as the spouse and natural or adopted children
or grandchildren of the Participant and their spouses.  To the extent
that an Incentive Stock Option is permitted to be transferred during the
lifetime of the Participant, it shall be treated thereafter as a
Nonqualified Stock Option.  Any attempted assignment, transfer, pledge,
hypothecation or other disposition of Awards, or levy of attachment or
similar process upon Awards not specifically permitted herein, shall be
null and void and without effect.  The designation of a Designated
Beneficiary shall not be a violation of this Section 11(d).

          (e)  Share Certificates.  All certificates for Shares or other
securities delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the
rules, regulations, and other requirements of the SEC, any stock exchange
upon which such Shares or other securities are then listed, and any
applicable federal or state laws, and the Committee may cause a legend
or legends to be put on any such certificates to make appropriate
reference to such restrictions.

          (f)  No Limit on Other Compensation Arrangements.  Nothing
contained in the Plan shall prevent the Company from adopting or
continuing in effect other compensation arrangements, which may, but need
not, provide for the grant of options, stock appreciation rights and
other types of Awards provided for hereunder (subject to stockholder
approval of any such arrangement if approval is required), and such
arrangements may be either generally applicable or applicable only in
specific cases.

          (g)  No Right to Employment.  The grant of an Award shall not
be construed as giving a Participant the right to be retained in the
employ of the Company or any Subsidiary or in the employ of any other
entity providing services to the Company.  The Company or any Subsidiary
or any such entity may at any time dismiss a Participant from employment,
or terminate any arrangement pursuant to which the Participant provides
services to the Company, free from any liability or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement.  No Employee, Participant or other person shall have any claim
to be granted any Award, and there is no obligation for uniformity of
treatment of Employees, Participants or holders or beneficiaries of
Awards.

          (h)  Governing Law.  The validity, construction, and effect
of the Plan, any rules and regulations relating to the Plan and any Award
Agreement shall be determined in accordance with the laws of the State
of Delaware.

          (i)  Severability.  If any provision of the Plan or any Award
is or becomes or is deemed to be invalid, illegal, or unenforceable in
any jurisdiction or as to any Person or Award, or would disqualify the
Plan or any Award under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to applicable
laws, or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the
Plan or the Award, such provision shall be stricken as to such
jurisdiction, Person or Award and the remainder of the Plan and any such
Award shall remain in full force and effect.

          (j)  No Trust or Fund Created.  Neither the Plan nor any Award
shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company and a Participant
or any other Person.  To the extent that any Person acquires a right to
receive payments from the Company pursuant to an Award, such right shall
be no greater than the right of any unsecured general creditor of the
Company.

          (k)  No Fractional Shares.  No fractional Shares shall be
issued or delivered pursuant to the Plan or any Award, and the Committee
shall determine whether cash, other securities or other property shall
be paid or transferred in lieu of any fractional Shares or whether such
fractional Shares or any rights thereto shall be canceled, terminated,
or otherwise eliminated.

          (l)  Headings.  Headings are given to the subsections of the
Plan solely as a convenience to facilitate reference.  Such headings
shall not be deemed in any way material or relevant to the construction
or interpretation of the Plan or any provision thereof.


                            SECTION 12

     Term of the Plan.  Subject to Section 10(a), the Plan shall remain
in effect until all Awards permitted to be granted under the Plan have
either been satisfied, expired or cancelled under the terms of the Plan
and any restrictions imposed on Shares in connection with their issuance
under the Plan have lapsed.