Exhibit A                                                            As Amended

                                LYNCH CORPORATION

                               PHANTOM STOCK PLAN


1.   Participants:  Any  officer  or  employee  of the  Lynch  Corporation  (the
     "Corporation") designated by a committee (the "Committee") appointed by the
     Board of Directors of the Corporation (the "Board of Directors").

2.   Share Unit/Grant  Price: The Committee may, from time to time, grant to any
     officer or employee of the  Corporation (a "Grantee") such number of "Share
     Units" as it in its discretion  deems  appropriate.  Each Share Unit shall,
     for purposes of the Plan,  be deemed to be the  equivalent  of one share of
     Common Stock of the Corporation  ("Common Stock"). The Grant Price shall be
     average  closing price of the Common Stock on the American  Stock  Exchange
     ("AMEX")  for the 30 trading  days  prior to the date of grant (or,  at the
     option of the Committee or the Board of Directors, January 1 of the year in
     which the grant is made) (whether or not the stock traded on said day).

3.   Vesting:  Share  Units  shall  vest and  become  exercisable  on the  first
     anniversary  of  the  date  of  grant  if  the  Grantee  is on  such  first
     anniversary an officer or employee of the Corporation (and  notwithstanding
     the reason  that  Grantee is no longer an officer or  employee);  provided,
     however,  that if the Grantee ceases to be either an officer or employee of
     the  Corporation  prior to such  first  anniversary  by  reason of death or
     permanent  disability,  the Share Units  shall vest and become  exercisable
     proportionally  over the portion of first year after the date of grant that
     the Grantee is an officer or employee.

4.   Cash Dividends: If cash dividends are declared on the Common Stock, the per
     share amount thereof shall reduce the Grant Price.
     5.  Exercisability:  

     (a)  Subject to Section 5(b) below, at any time and from time to time after
          the Share Units vest and prior to the fifth anniversary of the date of
          grant a Grantee may exercise the Share Units by giving  written notice
          thereof to the  Corporation. 

     (b)  Share Units will  become  exercisable  only if, at anytime  during the
          five year period  beginning  from the date of the grant,  the price of
          the Common Stock,  in trading on the American  Stock  Exchange (or any
          other trading  market) exceeds two times the Grant Price (as it may be
          reduced pursuant to the Plan) of the Share Unit.

     (c)  If the Share Units become first exercisable within four weeks of their
          expiration  date,  the  expiration  will be extended so that the share
          units remaining are exercisable for a full four weeks.

     (d)  If the  Grantee is an employee  or officer of the  Corporation  or its
          subsidiaries  (or  successors  thereto) on the date of  exercise,  the
          Corporation,  within 30 days after  receipt of the  written  notice of
          exercise,  shall pay to the  Grantee  an amount  equal to the  closing
          price of the Common  Stock on the AMEX on the date of exercise  (or if
          there  was no  trade  on such  date,  the  closing  price  on the last
          preceding date on which the stock traded)  ("Exercise Price") less the
          Grant Price (as it may be reduced  pursuant to the Plan) multiplied by
          the number of Share Units exercised.

     (e)  If the Grantee is no longer an employee or officer of the  Corporation
          or its subsidiaries (or successors  thereto),  for any reason,  on the
          date that the condition in Subsection  5(b) is satisfied,  the Grantee
          shall be deemed to have exercised his Share Units as of such date. The
          Corporation shall,  within 30 days after receipt of the written notice
          of exercise,  pay to the Grantee an amount equal to the closing  price
          of the Common Stock on the AMEX on the date that Grantee  ceased to be
          such an  employee  or officer  (or if there was no trade on such date,
          the  closing  price on the last  preceding  date on  which  the  stock
          traded)  less the Grant  Price (as it may be reduced  pursuant  to the
          Plan) multiplied by the number of Share Units exercised.

     (f)  At its option,  the  Corporation may pay up to 50% of the value of the
          Share  Units  exercised  in  shares  of  Common  Stock,  valued at the
          Exercise Price in the case of Subsection  5(d) above and valued at the
          closing  price of a share of Common Stock on the AMEX on the date that
          the  condition in Section 5(b) is satisfied in the case of  Subsection
          5(e) above.
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6.   Adjustments  Upon  Changes in  Capitalization:  The  number of Share  Units
     and/or the Grant Price shall be adjusted by the Committee for stock splits,
     stock   or   other   non-cash   dividends,   spinoffs,   recapitalizations,
     combinations or exchanges of shares, merger,  consolidation or liquidation,
     or the like.

7.   Taxes:  The  Corporation  may  withhold  cash from any  payment  to satisfy
     Federal, state or local withholding or similar taxes.

8.   No Transfer: Unless the Committee determines otherwise, Share Units granted
     pursuant to the Plan shall not be transferable by the Grantee other than by
     will or the laws of descent  and  distribution  or  pursuant to a qualified
     domestic  relations order as defined by the Internal  Revenue Code of 1986,
     as amended,  26 V.S.C.  ss.1 et seq or Title I of the  Employee  Retirement
     Security Act or the rules  thereunder.  A designation of a beneficiary by a
     Grantee shall not constitute a transfer.

9.   Plan Termination: No grants under the Plan shall be made after December 31,
     2000,  unless  extended  by  action  of  the  Board  of  Directors  of  the
     Corporation.

10.  Share Units Not Stock:  Grantees  shall not have any rights  (including the
     right to vote) of a shareholder of stock in respect of Share Units.

11.  No Right to Employment: Nothing contained herein shall give any Grantee any
     right to remain as an officer or in the employ of the Corporation or any of
     its  subsidiaries or shall limit the right of the Corporation or any of its
     subsidiaries to terminate, with or without cause, a Grantee's employment or
     officer status.

12.  Lynch Stock:  Any shares of Common Stock issued to a Grantee upon  exercise
     of Share Units shall be held by the  Grantee for  investment  and without a
     view to sale or  distribution.  Such shares may only be transferred or sold
     (i) in  compliance  with  the  Securities  Act of  1933,  as  amended  (the
     "Securities  Act") and any state securities laws and (ii) if in the opinion
     of counsel  satisfactory to the Corporation,  the transfer or sale complies
     with clause (i). The  Corporation  has no obligation to register any shares
     issued to any Grantee.  Certificates  for shares  issued to Grantees  shall
     contain  such  legend  to  the  foregoing  effect  as the  Committee  shall
     determine.

13.  Plan Agreement:  The Committee may require Grantees,  as a condition of the
     grant,  to execute such agreement with the  Corporation  (which  agreements
     need not be the same)  relating to Share Units  granted to such  Grantee as
     the Committee shall determine.  

14.  Amendment/Discontinuance of Plan: The Plan may be amended in any respect or
     discontinued  at any time by action of the  Board of  Directors;  provided,
     however,  that any such action shall not affect any Share Units  previously
     granted without the consent of the Grantee of such Units.

15.  Administration/Interpretation:  The  Plan  shall  be  administered  by  the
     Committee.  The Committee may (but need not be) be an existing committee of
     the Board of Directors.  Subject to the express provisions of the Plan, the
     Committee  is   authorized   to  interpret   the  Plan  and  to  make  such
     determinations as it deems necessary or advisable for the administration of
     the Plan.  Neither the  members of the  Committee  nor any other  director,
     officer or  employee of the  Corporation  shall have any  liability  to any
     party for any action taken or not taken,  in good faith,  under the Plan or
     based on or arising out of a determination  of any question under the Plan,
     made in good faith.
     
16.  Effective Date: The Plan shall be effective as of February 29, 1996.

17.  Non-Exclusive:  Adoption of the Plan shall not be construed as creating any
     limitations  on the  power  of the  Board  to adopt  such  other  incentive
     arrangements as it may deem desirable,  either generally or applicable only
     in specific cases.

18.  Governing  Law:  The Plan  shall be  governed  by the laws of the  State of
     Indiana.