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                                                                  EXHIBIT 10(i)

                                   MAPCO INC.
                           1989 STOCK INCENTIVE PLAN

                As Amended and Restated, effective June 1, 1997

                               Section 1. Purpose

                 1.1. The purpose of the "MAPCO INC. 1989 STOCK INCENTIVE PLAN"
(the "Plan") is to foster and promote the long-term financial success of the
Company and materially increase shareholder value by (a) motivating superior
performance by means of performance-related incentives, (b) encouraging and
providing for the acquisition of an ownership interest in the Company by
Employees, and (c) enabling the Company to attract and retain the services of
an outstanding management team upon whose judgment, interest, and special
effort the successful conduct of its operations is largely dependent.

                             Section 2. Definitions

                 2.1. Definitions. Whenever used herein, the following terms
shall have the respective meanings set forth below:

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

                 (b)      "Award" means any Stock Option, Stock Appreciation
                          Right, share of Restricted Stock, share of Phantom
                          Stock, Stock Purchase Right, or any combination
                          thereof, including Awards combining two or more types
                          of Awards in a single grant.

                 (c)      "Board" means the Board of Directors of the Company.

                 (d)      "Change in Control" means the first to occur of the
                          following events:

                          (i)          the members of the Board at the
                                       beginning of any consecutive twenty-four
                                       calendar month period cease for any
                                       reason to constitute at least
                                       seventy-five percent of the members of
                                       such Board, unless the election, or the
                                       nomination for election by the Company's
                                       stockholders, of each new director was
                                       approved by a vote of at least
                                       seventy-five percent of the members of
                                       such Board then still in office who were
                                       members of such Board at the beginning
                                       of such twenty-four calendar month
                                       period; or





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                      (ii)             any "person," including a "group" (as
                                       such terms are used in Sections 13(d)
                                       and 14(d)(2) of the Act, but excluding
                                       the Company, any of its subsidiaries or
                                       any employee benefit plan of the Company
                                       or any of its subsidiaries) is or
                                       becomes the "beneficial owner" (as
                                       defined in Rule 13(d)(3) under the Act),
                                       directly or indirectly, of securities of
                                       the Company representing twenty-five
                                       percent or more of the combined voting
                                       power of the Company's then outstanding
                                       securities; or

                      (iii)            the stockholders of the Company shall
                                       approve a definitive agreement (1) for
                                       the merger or other business combination
                                       of the Company with or into another
                                       corporation a majority of the directors
                                       of which were not directors of the
                                       Company immediately prior to the merger
                                       and in which the stockholders of the
                                       Company immediately prior to the
                                       effective date of such merger own less
                                       than 50% of the voting power in such
                                       corporation or (2) for the sale or other
                                       disposition of all or substantially all
                                       of the assets of the Company.

              (e)     "Change in Control Price" means the highest price per
                      share of Stock offered in conjunction with any
                      transaction resulting in a Change in Control (as
                      determined in good faith by the Committee if any part of
                      the offered price is payable other than in cash) or, in
                      the case of a Change in Control occurring solely by
                      reason of a change in the composition of the Board, the
                      highest Fair Market Value of the Stock on any of the 30
                      trading days immediately preceding the date on which a
                      Change in Control occurs.

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

              (g)     "Committee" means the Compensation Committee of the Board
                      of Directors, which shall consist of two or more members.
                      Each member of the Committee shall be a "Non-Employee
                      Director" within the meaning of Rule 16b-3 as promulgated
                      under the Act, or meet any other applicable standard for
                      administrators under that or any similar rule which may
                      be in effect from time to time. No member of the
                      Committee shall be entitled to participate in the Plan.

              (h)     "Company" means MAPCO Inc., a Delaware corporation, and
                      any successor thereto.

              (i)     "Disability" means total disability as determined in
                      accordance with the terms of the Company's long-term
                      disability plan, as in effect from time to time.





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              (j)     "Employee" means any officer or other key employee of the
                      Company or any of its majority owned subsidiaries.

              (k)     "Executive Officer" means those persons who are officers
                      of the Company within the meaning of Rule 16a-1(f) of the
                      Act.

              (l)     "Fair Market Value" on any date means the closing price
                      of the Stock as reported by the consolidated tape of the
                      New York Stock Exchange (or on such other recognized
                      quotation system on which the trading prices of the Stock
                      are quoted at the relevant time) on such date. In the
                      event that there are no Stock transactions reported on
                      such tape (or such other system) on such date, Fair
                      Market Value shall mean the closing price on the
                      immediately preceding date on which Stock transactions
                      were so reported.

              (m)     "Option" means the right to purchase Stock at a stated
                      price for a specified period of time. For purposes of the
                      Plan, an Option may be either (i) an "Incentive Stock
                      Option" (ISO) within the meaning of Section 422A of the
                      Code or (ii) a "Nonstatutory Stock Option" (NSO).

              (n)     "Participant" means any Employee designated by the
                      Committee to participate in the Plan.

              (o)     "Phantom Stock" means a contractual right to receive a
                      payment from the Company in cash, in Stock or in a
                      combination thereof in an amount equal to the Fair Market
                      Value of a share of Stock.

              (p)     "Period of Restriction" means the period during which
                      shares of Restricted Stock or Phantom Stock are subject
                      to forfeiture and restrictions on transfer pursuant to
                      Section 8.2 of the Plan.

              (q)     "Prior Plans" means the 1981 Stock Appreciation Rights
                      and Stock Option Rights Plan for Key Employees of MAPCO
                      Inc. and its Subsidiaries and the MAPCO Inc. 1986 Stock
                      Option Plan.

              (r)     "Restricted Stock" means Stock granted to a Participant
                      subject to restrictions on transferability pursuant to
                      Section 8 of the Plan.

              (s)     "Retirement" means termination of employment in
                      accordance with the retirement provisions of any
                      retirement plan maintained by the Company or any of its
                      subsidiaries.

              (t)     "Stock" means the common stock of the Company, par value
                      $1.00 per share.





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              (u)     "Stock Appreciation Right" and "SAR" mean the right to
                      receive a payment from the Company in cash, in Stock or
                      in a combination thereof equal to the excess of the Fair
                      Market Value of a share of Stock at the date of exercise
                      over a specified price fixed by the Committee, but
                      subject to such maximum amounts as the Committee may
                      impose.

              (v)     "Stock Purchase Right" means a right to purchase shares
                      of Stock in accordance with the provisions of Section 9
                      of the Plan.

              2.2. Gender and Number. Except when otherwise indicated by the
context, words in the masculine gender used in the Plan shall include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.

                    Section 3. Eligibility and Participation

              Participants in the Plan shall be those Employees selected by the
Committee to participate in the Plan.

                       Section 4. Powers of the Committee

              4.1. Power to Grant. The Committee shall determine the
Participants to whom Awards shall be granted, the type or types of Awards to be
granted and the terms and conditions of any and all such Awards. The Committee
may establish different terms and conditions for different types of Awards, for
different Participants receiving the same type of Award and for the same
Participant for each Award such Participant may receive, whether or not granted
at different times.

              4.2. Substitute Awards. The Committee shall have the right to
grant Awards in substitution for or upon the cancellation of previously made
Awards or options that had been granted under the Prior Plans, and such new
Awards may contain terms more favorable to the recipient than the Awards or
options they replace, including, without limitation, a lower exercise price for
Options or the exchange of Restricted Stock or Phantom Stock for Options or
options granted under the Prior Plans.

              4.3. Administration. The Committee shall be responsible for the
administration of the Plan. The Committee, by majority action thereof, is
authorized to prescribe, amend, and rescind rules and regulations relating to
the Plan, to provide for conditions and assurances deemed necessary or
advisable to protect the interests of the Company, and to make all other
determinations necessary or advisable for the administration and interpretation
of the Plan in order to carry out its provisions and purposes. Determinations,
interpretations, or other actions made or taken by the Committee pursuant to
the provisions of the Plan shall be final, binding, and conclusive for all
purposes and upon all persons.





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                        Section 5. Stock Subject to Plan

              5.1. Number. Subject to the provisions of Section 5.3, the number
of shares of Stock subject to Awards under the Plan may not exceed 2,000,000
shares (after giving effect to the two-for-one stock split declared April 16,
1989), plus that number of shares which are available for grants under the
Prior Plans on the date the Plan is adopted, but which were not subject to
outstanding options ("Net Shares"). In addition, although only Net Shares may
actually be issued to Participants under the Plan, up to 7 million gross
shares, in the aggregate, may be represented by stock options and awards
granted under the Plan. There shall also be available under the Plan that
number of shares of Stock subject to all options outstanding under the Prior
Plans on the date the Plan is adopted (as such number of shares may hereafter
be adjusted in accordance with the terms of the Prior Plans) which are
canceled, terminated or otherwise settled without the issuance of Stock in
accordance with the terms of such options or a direct payment of cash in
exchange therefor. Without limiting the foregoing, the Committee may grant
Awards under the Plan which are conditioned on the cancellation or termination
of options granted under the Prior Plans, including Awards which are payable
solely in cash. In order to maintain stockholder value in the Company's shares,
shares must be purchased by the Company from time-to-time in the open market
equivalent to the shares issued or expected to be issued under the Plan.

              5.2. Canceled, Terminated, or Forfeited Awards. Except as
provided in Section 7.2 with respect to the cash settlement of a Stock
Appreciation Right that had been granted in tandem with an Option, any shares
of Stock subject to an Award which for any reason is canceled, terminated or
otherwise settled without the issuance of any Stock shall again be available
for Awards under the Plan.

              5.3. Adjustment in Capitalization. In the event of any Stock
dividend or Stock split, recapitalization (including, without limitation, the
payment of an extraordinary dividend), merger, consolidation, combination,
spin-off, distribution of assets to stockholders, exchange of shares, or other
similar corporate change, the aggregate number of shares of Stock available for
Awards under Section 5.1 or subject to outstanding Awards and the respective
prices, limitations, and/or performance criteria applicable to outstanding
Awards may be appropriately adjusted by the Committee, whose determination
shall be conclusive; provided, however, that any fractional shares resulting
from any such adjustment shall be disregarded.

                            Section 6. Stock Options

              6.1. Grant of Options. Options may be granted to Participants at
such time or times as shall be determined by the Committee. The Committee shall
have complete discretion in determining the number of Options, if any, to be
granted to a Participant; provided that, in no event may the number of shares
subject to Options granted to any single Participant within any 12 month period
exceed 350,000 shares, as such number may be adjusted pursuant to Section 5.3.
Each Option shall be evidenced by an Option agreement that shall specify the
type of Option granted, the exercise price, the duration of the Option, the
number of shares of Stock to which the Option pertains, and such other terms
not inconsistent with the Plan as the Committee shall determine.





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              6.2. Option Price. Options granted pursuant to the Plan shall
have an exercise price that is no less than the Fair Market Value of the Stock
on the date the Option is granted.

              6.3. Exercise of Options. Options awarded under the Plan shall be
exercisable at such times and shall be subject to such restrictions and
conditions, including the performance of a minimum period of service or the
satisfaction of performance goals, as the Committee may impose, either at or
after the time of grant of such Options; provided that no Option shall be
exercisable for more than 10 years after the date on which it is granted.
Notwithstanding anything in the Plan to the contrary, to the extent required by
the Code, the aggregate Fair Market Value (determined as of the date the Option
is granted) of the shares of Stock with respect to which ISO's are exercisable
for the first time by any Participant during any calendar year (under all plans
of the Company and its subsidiaries) shall not exceed $100,000 or such other
amount as may subsequently be specified under the Code; provided that any
Options granted having a value in excess of such amount shall be deemed to be
Nonstatutory Stock Options.

              6.4. Payment. The Committee shall establish procedures governing
the exercise of Options, which shall require that written notice of exercise be
given and that the Option price be paid in full in cash or cash equivalents,
including by personal check, at the time of exercise. The Committee may, in its
discretion, permit a Participant to make payment in Stock already owned by him,
valued at its Fair Market Value on the date of exercise, as partial or full
payment of the exercise price. As soon as practicable after receipt of a
written exercise notice and full payment of the exercise price, the Company
shall deliver to the Participant a certificate or certificates representing the
acquired shares of Stock.

                      Section 7. Stock Appreciation Rights

              7.1. Grant of Stock Appreciation Rights. Stock Appreciation
Rights may be granted to Participants at such time or times as shall be
determined by the Committee and shall be subject to such terms and conditions
as the Committee may impose. A grant of a SAR shall be made pursuant to a
written agreement containing such provisions not inconsistent with the Plan as
the Committee shall approve.

              7.2. Exercise of SARs. SARs may be exercised at such times or
subject to such conditions, including the performance of a minimum period of
service or the satisfaction of performance goals, as the Committee shall
impose, either at or after the time of grant. Option shares with respect to
which a tandem SAR shall have been exercised for cash shall not again be
available for an Award under this Plan. Notwithstanding any other provision of
the Plan, the Committee may impose such conditions on the exercise of a SAR
(including, without limitation, the right of the Committee to limit the time of
exercise to specified periods) as may be required to satisfy the applicable
provisions of Rule 16b-3 as promulgated under the Act or any successor rule.





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              7.3. Payment of SAR Amount. Upon exercise of a SAR, the holder
shall be entitled to receive payment of an amount determined by multiplying:

              (a)     any increase in the Fair Market Value of a share of Stock
                      at the date of exercise over the price fixed by the
                      Committee at the date of grant, by

              (b)     the number of shares with respect to which the SAR is
                      exercised;

provided, however, that at the time of grant, the Committee may establish, in
its sole discretion, a maximum amount per share which will be payable upon
exercise of a SAR.

                 Section 8. Restricted Stock and Phantom Stock

              8.1. Grant of Restricted Stock or Phantom Stock. The Committee
may grant shares of Restricted Stock or Phantom Stock to such Participants at
such times and in such amounts, and subject to such other terms and conditions
not inconsistent with the Plan as it shall determine. Notwithstanding anything
else contained in the Plan to the contrary, if any award of Restricted Stock or
Phantom Stock (a "Performance Award") is to be made to an Executive Officer and
the vesting of such award is contingent upon the Committee's determination that
performance objectives established by the Committee over a measurement period
or periods established by the Committee have been achieved, in whole or in
part, such performance objectives shall be related to at least one of the
following criteria, which may be determined solely by reference to the
performance of (i) the Company, (ii) a subsidiary, (iii) an affiliate, (iv) a
division or unit of any of the foregoing or based on comparative performance of
any of the foregoing relative to other companies: (A) total return to
shareholders, (B) return on equity, (C) operating revenues, (D) net income,
whether before or after taxes, (E) earnings per share, and (F) changes in the
value of the Company's Common Stock. The maximum number of shares of Stock that
may be subject to such Performance Awards granted to any single Participant in
any 12 month period shall not exceed 100,000 shares, as such number may be
adjusted pursuant to Section 5.3. Notwithstanding anything else contained in
the Plan to the contrary, to the extent required to so qualify any Performance
Award as other performance based compensation within the meaning of Section
162(m)(4)(C) of the Code, the Committee shall not be entitled to exercise any
discretion otherwise authorized under the Plan (such as the right to accelerate
vesting without regard to the achievement of the relevant performance
objectives) with respect to such Performance Award if the ability to exercise
such discretion (as opposed to the exercise of such discretion) would cause
such award to fail to qualify as other performance based compensation. Each
grant of Restricted Stock or Phantom Stock shall be evidenced by a written
agreement setting forth the terms of such Award.

              8.2. Restrictions on Transferability. Except as provided in
Section 13.1, shares of Restricted Stock or Phantom Stock may not be sold,
transferred, pledged, assigned, or otherwise





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alienated or hypothecated until such time or until the satisfaction of such
conditions, including without limitation, the satisfaction of performance goals
or the occurrence of such event as shall be determined by the Committee either
at or after the time of grant.

              8.3. Rights as a Shareholder. Unless otherwise determined by the
Committee at the time of grant, Participants holding shares of Restricted Stock
granted hereunder may exercise full voting rights and other rights as a
stockholder with respect to those shares during the Period of Restriction.
Holders of shares of Phantom Stock shall not be considered as shareholders and,
except to the extent provided in accordance with the Plan, shall have no rights
related to any shares of Stock.

              8.4. Dividends and Other Distributions. Unless otherwise
determined by the Committee at the time of grant, Participants holding shares
of Restricted Stock shall be entitled to receive all dividends and other
distributions paid with respect to those shares, provided that if any such
dividends or distributions are paid in shares of Stock, such shares shall be
subject to the same forfeiture restrictions and restrictions on transferability
as apply to the Restricted Stock with respect to which they were paid. Unless
otherwise determined by the Committee at the time of grant, Participants
holding shares of Phantom Stock shall be entitled to receive cash payments
equal to any dividends and other distributions paid with respect to a
corresponding number of shares of Stock; provided that if any such dividends or
distributions are paid in shares of Stock, the Participant will be credited
with additional shares of Phantom Stock in lieu of a cash payment, which shares
shall be subject to the same forfeiture restrictions and restrictions on
transferability as apply to the shares of Phantom Stock in respect of which
they are payable.

              8.5. Deferral Election. A Participant may elect, prior to the
date of grant (or such later date permitted by the Committee) and subject to
such restrictions as may be imposed by the Committee, to defer any payment on,
or in respect of, shares of Phantom Stock beyond the date at which such payment
would otherwise have been made. The Committee may provide for growth additions
to be added to the deferred amount over such deferral period. The Participant
shall elect the period of deferral and the method of distribution, subject to
the Committee's approval.

                        Section 9. Stock Purchase Rights

              9.1. Grant of Stock Purchase Rights. The Committee may grant an
Employee Stock Purchase Right which shall enable such Employee to purchase
Stock at not less than its Fair Market Value on the date of grant. The
Committee shall impose such terms and conditions as it shall determine on such
Stock Purchase Right or the exercise hereof, and may, in its sole discretion,
require the exercise of a Stock Purchase Right as a condition of receiving an
option, Restricted Stock and/or Phantom Stock under the Plan. In its sole
discretion, the Committee may also provide for forfeiture of all or part of any
such Award in the event of a disposal of the shares purchased pursuant to a
Stock Purchase Right prior to a designated date or dates.





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              9.2. Loans. With the consent of the Committee, the Company, in
its sole discretion, may make, or arrange for, a loan to a Participant with
respect to the exercise of a Stock Purchase Right. The Committee shall have
full authority to decide whether to make a loan hereunder and to determine the
amount, term and provisions of any such loan, including the interest rate to be
charged in respect of any such loan, whether the loan is to be with or without
recourse against the Participant to whom such loan is made, the terms on which
the loan is to be repaid and the conditions, if any, under which it may be
forgiven. However, no loan hereunder shall have a term (including extensions)
exceeding ten years in duration or be in an amount exceeding 90% of the total
purchase price to be paid by the Participant.

                     Section 10. Termination of Employment

              10.1. Termination of Employment Due to Retirement. Unless
otherwise determined by the Committee at the time of grant, in the event a
Participant's employment terminates by reason of Retirement, any Option or
Stock Appreciation Rights granted to such Participant which are then
outstanding may be exercised at any time prior to the expiration of the term of
the Options or Stock Appreciation Rights or within three (3) years (or such
shorter period as the Committee shall determine at the time of grant) following
the Participant's termination of employment, whichever period is shorter, and
any shares of Restricted Stock or Phantom Stock then outstanding shall become
nonforfeitable and shall become transferable or payable, as the case may be, as
though the Period of Restriction had expired.

              10.2. Termination of Employment Due to Death or Disability.
Unless otherwise determined by the Committee at the time of grant, in the event
a Participant's employment is terminated by reason of death or Disability, any
Options or Stock Appreciation Rights granted to such Participant which are then
outstanding may be exercised by the Participant or the Participant's legal
representative at any time prior to the expiration date of the term of the
Options or Stock Appreciation Rights or within one (1) year (or such shorter
period as the Committee shall determine at the time of grant) following the
Participant's termination of employment, whichever period is shorter, and any
shares of Restricted Stock or Phantom Stock then outstanding shall become
nonforfeitable and shall become transferable or payable, as the case may be, as
though the Period of Restriction had expired.

              10.3. Termination of Employment for Any Other Reason. Unless
otherwise determined by the Committee at the time of grant, in the event the
employment of the Participant shall terminate for any reason other than one
described in Section 10.1 or 10.2, any Options or Stock Appreciation Rights
granted to such Participant which are then outstanding shall be canceled and
any shares of Restricted Stock or Phantom Stock then outstanding as to which
the Period of Restriction has not lapsed shall be forfeited.

                         Section 11. Change in Control

              11.1. Accelerated Vesting and Payment. Unless the Committee shall
otherwise determine in the manner set forth in Section 11.2 below, in the event
of a Change in Control,





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each Option shall be canceled in exchange for a payment in cash of an amount
equal to the excess of the Change in Control Price over the exercise price for
such Option, each SAR shall be fully exercisable for a period of 60 days using
the Change in Control Price instead of Fair Market Value to determine the
amount payable upon the exercise of such SAR (except that the Change in Control
Price shall not apply to SARs granted in tandem with ISOs) and all shares of
Restricted Stock and Phantom Stock shall become nonforfeitable and be
immediately transferable or payable, as the case may be.

              11.2. Alternative Awards. Notwithstanding Section 11.1, no
cancellation, acceleration of exercisability or vesting or cash settlement or
other payment shall occur with respect to any Award or any class of Awards if
the Committee reasonably determines in good faith prior to the occurrence of a
Change in Control that such Award or Awards shall be honored or assumed, or new
rights substituted therefor (such honored, assumed or substituted award
hereinafter called an "Alternative Award"), by a Participant's employer (or the
parent or a subsidiary of such employer) immediately following the Change in
Control, provided that any such Alternative Award must:

              (i) be based on stock which is traded on an established
     securities market, or which will be so traded within 30 days of the Change
     in Control;

              (ii) provide such Participant (or each Participant in a class of
     Participants) with rights and entitlements substantially equivalent to or
     better than the rights, terms and conditions applicable under such Award,
     including, but not limited to, an identical or better exercise or vesting
     schedule and identical or better timing and methods of payment;

              (iii) have substantially equivalent economic value to such Award
     (determined at the time of the Change in Control);

              (iv) have terms and conditions which provide that in the event
     that the Participant's employment is involuntarily terminated or
     constructively terminated:

                      (A) any conditions on a Participant's rights under, or
              any restrictions on transfer or exercisability applicable to,
              each such Alternative Award shall be waived or shall lapse, as
              the case may be; or

                      (B) each Participant shall have the right to surrender
              such Alternative Award within 30 days following such termination
              in exchange for a payment in cash equal to the excess of the fair
              market value of the stock subject to the Alternative Award over
              the price, if any, that a Participant would be required to pay to
              exercise such Alternative Award.

              For this purpose, a constructive termination shall mean a 
termination by a Participant following a material reduction in the
Participant's compensation, a material reduction in the





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Participant's responsibilities or the relocation of the Participant's principal
place of employment to another location, in each case without the Participant's
written consent.

                    Section 12. Amendment, Modification, and
                              Termination of Plan

              The Board at any time may terminate or suspend the Plan, and from
time to time may amend or modify the Plan. No amendment, modification, or
termination of the Plan shall in any manner adversely affect any Award
theretofore granted under the Plan, without the consent of the Participant.

                      Section 13. Miscellaneous Provisions

              13.1. Nontransferability of Awards. No Awards granted under the
Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.
All rights with respect to Awards granted to a Participant under the Plan shall
be exercisable during his lifetime only by such Participant.

              13.2. Beneficiary Designation. Each Participant under the Plan
may from time to time name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
or by whom any right under the Plan is to be exercised in case of his death.
Each designation will revoke all prior designations by the same Participant,
shall be in a form prescribed by the Committee, and will be effective only when
filed by the Participant in writing with the Committee during his lifetime. In
the absence of any such designation, benefits remaining unpaid at the
Participant's death shall be paid to or exercised by the Participant's
surviving spouse, if any, or otherwise to or by his estate.

              13.3. No Guarantee of Employment or Participation. Nothing in the
Plan shall interfere with or limit in any way the right of the Company or any
subsidiary to terminate any Participant's employment at any time, nor confer
upon any Participant any right to continue in the employ of the Company or any
subsidiary or affiliate. No Employee shall have a right to be selected as a
Participant, or, having been so selected, to receive any future Awards.

              13.4. Tax Withholding. The Company shall have the power to
withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, state, and local withholding tax requirements on
any Award under the Plan, and the Company may defer payment of cash or issuance
of Stock until such requirements are satisfied. The Committee may, in its
discretion, permit a Participant to elect, subject to such conditions as the
Committee shall impose, (i) to have shares of Stock otherwise issuable under
the Plan withheld by the Company or (ii) to deliver to the Company previously
acquired shares of Stock having a Fair Market Value sufficient to satisfy all
or part of the Participant's estimated total Federal, state, and local tax
obligation associated with the transaction.





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              13.5. Indemnification. Each person who is or shall have been a
member of the Committee or of the Board shall be indemnified and held harmless
by the Company against and from any loss, cost, liability, or expense that may
be imposed upon or reasonably incurred by him in connection with or resulting
from any claim, action, suit, or proceeding to which he may be made a party or
in which he may be involved by reason of any action taken or failure to act
under the Plan and against and from any and all amounts paid by him in
settlement thereof, with the Company's approval, or paid by him in satisfaction
of any judgment in any such action, suit, or proceeding against him, provided
he shall give the Company an opportunity, at its own expense, to handle and
defend the same before he undertakes to handle and defend it on his own behalf.
The foregoing right of indemnification shall not be exclusive and shall be
independent of any other rights of indemnification to which such persons may be
entitled under the Company's Articles of Incorporation or By-laws, by
contract, as a matter of law, or otherwise.

              13.6. No Limitation on Compensation. Nothing in the Plan shall be
construed to limit the right of the Company to establish other plans or to pay
compensation to its employees, in cash or property, in a manner which is not
expressly authorized under the Plan.

              13.7. Requirements of Law. The granting of Awards and the
issuance of shares of Stock shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

              13.8. Term of Plan. The Plan shall be effective upon its adoption
by the Board, subject to approval by the Company's stockholders at their next
annual meeting. The Plan shall continue in effect, unless sooner terminated
pursuant to Section 12, until the tenth anniversary of the date on which it is
adopted by the Board.

              13.9. Governing Law. The Plan, and all agreements hereunder,
shall be construed in accordance with and governed by the laws of the State of
Delaware.





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