11

                         DRAVO CORPORATION
                     STOCK OPTION PLAN OF 1994


     Section 1.  Establishment of the Plan.  There is hereby
established the Dravo Corporation Stock Option Plan of 1994
(hereinafter called the "Plan"), pursuant to which officers, other
key employees and non-employee directors of Dravo Corporation and
its subsidiaries may be granted options to purchase shares of
common stock of the Corporation or rights to share in the
improvement in the Corporation's stock price performance, in order
to provide a long-range incentive and a shareholder's perspective
to those persons principally responsible for the continued growth
and financial success of the Corporation.

     Section 2.  Definitions.  For purposes of the Plan, the
following definitions shall control:

     
     (a)  Corporation - Dravo Corporation and its Subsidiaries.

     
     (b)  Board - the Board of Directors of Dravo Corporation.

     
     (c)  Change in Control - a change in control of the Corporation of
such a nature that it would be required to be reported by the
Corporation in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as in
effect on the date hereof ("Exchange Act"); provided, however, that
without respect to the foregoing, such a change in control shall be
deemed to have occurred if

          
          i)   any "person" (as such term is used in Sections 13(d) and
               14(d)(2) of the Exchange Act) is or becomes the beneficial owner,
               directly or indirectly, of securities of the Corporation
               representing 20% or more of the combined voting power of the
               Corporation's then outstanding securities; or
               
          
          ii)  during any period of three consecutive years, individuals who
               at the beginning of such period constitute the Board, cease for 
               any reason to constitute at least a majority thereof unless the
               election, or the nomination for election by the Corporation's
               shareholders, of each new director was approved by a vote of at
               least two-thirds of the directors then still in office who were
               directors at the beginning of the period.
               
     
     (d)  Committee - the Compensation Committee appointed by the Board
consisting of directors who are not present or former employees of
the Corporation.  The Committee shall be constituted so that at all
relevant times it meets the then applicable requirements of Rule
16b-3 (or its successor) promulgated under the Securities Exchange
Act of 1934, as amended.

     
     (e)  Common Stock - the $1.00 par value shares of common stock of
the Corporation.

     
     (f)  Employee Participant - any employee who has met the
eligibility requirements set forth in Section 7(a) hereof and to
whom a grant has been made and is outstanding under the Plan.

     
     (g)  Fair Market Value - the mean between the highest and lowest
quoted selling prices of the Common Stock on the New York Stock
Exchange on the relevant date for valuation, or, if no sale of
Common Stock shall have been made on that day, the next preceding
day on which there was such a sale.  If the Common Stock is not
listed on the New York Stock Exchange, the Fair Market Value of the
Common Stock shall be as determined by the Committee in its
discretion.

     
     (h)  IRC - Internal Revenue Code of 1986, as amended.

     
     (i)  Incentive Stock Option - an option which meets the
qualifications of Section 422 of the IRC.

     
     (j)  Non-Statutory Stock Option - an option which is not an
Incentive Stock Option.

(k)  Retirement - retirement at or after age 55 under a retirement
plan of the Corporation.
     
     (l)  SAR or Stock Appreciation Right - an award under which the
grantee may earn additional compensation based upon the market
performance of the Common Stock.

(m)  Subsidiary - a corporation the majority of the outstanding
voting stock of which is directly or indirectly owned by the
Corporation.
     Section 3.  Types of Options.  Options granted pursuant to the
Plan may be either Incentive Stock Options or Non-Statutory Stock
Options.  Incentive Stock Options and Non-Statutory Stock Options
shall be granted separately hereunder.  Subject to the provisions
of the Plan, the Committee, in its sole discretion, shall determine
whether and to what extent options granted under the Plan shall be
designated as Incentive Stock Options or Non-Statutory Stock
Options.

     Section 4.  Duration.  All awards granted under this Plan must
be granted within ten years from the effective date set forth in
Section 25 hereof.  Any awards outstanding after the expiration of
such ten-year period may be exercised within the option periods
prescribed for such options.

     Section 5.  Administration.  The Plan shall be administered by
the Committee.  A majority of the Committee shall constitute a
quorum, and the acts of a majority of the members present at any
meeting at which a quorum is present, or the acts approved in
writing by a majority of the Committee, shall be deemed the acts of
the Committee.  Subject to the provisions of the Plan and to
policies determined by the Board of Directors, the Committee is
authorized to interpret the Plan, adopt such rules and regulations
and take such action in the administration of the Plan as it shall
deem proper.  Decisions of the Committee shall be binding on all
persons claiming rights under the Plan.  Subject to the provisions
of the Plan, recommendations as to the operation and administration
of the Plan, eligible employees, type and amount of incentive
awards and performance criteria may be made by a Management
Compensation Committee which shall consist of senior executives of
the Corporation selected by the Committee.

     Section 6.  Authority of the Committee.  Subject to the
provisions of the Plan, the Committee shall have full and final
authority to determine the persons to whom options and SARs shall
be awarded and the number of shares to be covered by each option or
SAR.  The Committee may determine that options or SARs shall be
exercisable in one or more installments during the term of the
option or SAR and the right to exercise may be cumulative as
determined by the Committee.

     Section 7.  Eligibility.

     
     (a)  Officers and other key employees of the Corporation (including
officers and other employees who are directors of the Corporation)
who, in the opinion of the Committee, are mainly responsible for
the continued growth and development and future financial success
of the business shall be eligible to participate in the Plan.  The
Committee shall, in its sole discretion, from time to time select
from such eligible persons those to whom options or SARs shall be
granted and determine the type of option and the number of shares
to be included in such option or SAR.  No officer or other employee
shall have any right to receive an option or SAR except as the
Committee in its discretion shall determine.

     
     (b)  Non-employee directors shall be eligible to receive awards
only pursuant to and in accordance with Section 12 of the Plan.

     Section 8.  Shares Subject to the Plan.  The total number of
shares of Common Stock which may be issued or on which SARs may be
calculated pursuant to the Plan shall be One Million (1,000,000)
shares of Common Stock (subject to adjustment as provided in
Section 13), which may be either authorized and unissued shares or
shares held in the treasury of the Corporation, and which shares
are hereby reserved for the purposes of the Plan.  To the extent
that options or SARs granted under the Plan shall expire or
terminate without being exercised, shares covered thereby shall
remain available for purposes of the Plan.  To the extent that
options are terminated by reason of the exercise of a related SAR,
the shares covered by such option shall not be available for grant
of further options or SARs under the Plan.

     Section 9.  Terms of Options and SARs Awarded to Employee
Participants.  Each option and SAR granted to an Employee
Participant under the Plan shall be evidenced by a stock option or
Stock Appreciation Rights agreement between the Corporation and the
grantee and shall be subject to the following terms and conditions:

     
     (a)  Subject to adjustment as provided in Section 13 of the Plan,
the price at which each share covered by an option or SAR may be
purchased shall be determined in each case by the Committee but
shall not be less than the Fair Market Value thereof at the time
the option is granted.  If a grantee owns (or is deemed to own
under applicable provisions of the IRC and rules and regulations
promulgated thereunder) more than 10% of the combined voting power
of all classes of the stock of the Corporation (or any parent or
Subsidiary corporation of the Corporation) and an option granted to
such grantee is intended to qualify as an Incentive Stock Option,
the option price shall be not less than 110% of the Fair Market
Value of the shares covered by the option on the date the option is
granted.

     
     (b)  During the lifetime of the grantee, the option or SAR may be
exercised only by the grantee or by his or her guardian or legal
representative.  The option or SAR shall not be transferable by the
grantee otherwise than by will or by the laws of descent and
distribution.

     
     (c)  Except as otherwise provided herein, an option or SAR may be
exercised in whole at any time, or in part from time to time,
within such period or periods from the granting of the option or
SAR as may be determined by the Committee and set forth in the
stock option or Stock Appreciation Rights agreement (such period or
periods being hereinafter referred to as the exercise period),
provided that except as otherwise provided in Section 11 hereof,
options and SARS may not be exercisable prior to one (1) year from
the date of grant and the exercise period shall not exceed ten
years.  Notwithstanding the foregoing:

          
          i)   An option or SAR may be exercised during the lifetime of the
               grantee only while he or she is in the employ of the Corporation 
               or within three (3) months following termination of employment 
               and only to the extent that the option or SAR would be exercis-
               able by the grantee at the time of termination.  Notwithstanding
               the foregoing, in the event that termination is by reason of
               Retirement, permanent disability or death, the option or SAR may
               be exercised in whole or in part until the earlier of (1) the
               expiration of the term of the option or SAR, or (2) five years
               after said termination. In the event the grantee dies within five
               years following Retirement or termination by reason of permanent
               disability,his or her estate may exercise the option or SAR until
               the earlier of(1)the expiration of the term of the option or SAR,
               or(2)five years after said employee's retirement or termination.
               For this purpose, the grantee may designate to the Committee the
               person or persons to whom his or her rights under the option or
               SAR shall pass in the event of his or her death;
               
          
          ii)  The option or SAR may not be exercised for more shares
               (subject to adjustment as provided in Section 13) after the
               termination of the grantee's employment or his or her death than
               the grantee was entitled to acquire thereunder at the time of the
               termination of the grantee's employment or his or her death;
               
          
          iii) If a grantee owns (or is deemed to own under applicable
               provisions of the IRC and rules and regulations promulgated
               thereunder) more than 10% of the combined voting power of all
               classes of the stock of the Corporation (or any parent or
               Subsidiary corporation of the Corporation) and an option granted
               to such grantee is intended to qualify as an Incentive Stock
               Option, the option by its terms may not be exercisable after the
               expiration of five years from the date such option is granted.
               
     
     (d)  Subject to the limitations herein set forth, the option or SAR
may be exercised in whole or in part from time to time by written
request made to the Corporation in the manner determined from time
to time by the Committee.  Payment in full for the number of shares
purchased upon exercise of an option shall be made to the
Corporation at the time of each exercise.  Payment may be made in
cash or by delivering to the Corporation shares of Common Stock of
the Corporation or any combination of such shares and cash, having
in any case an aggregate Fair Market Value equal to the option
price of the shares being purchased pursuant to the exercise of the
option, or by delivering to the Corporation a notice of exercise
with an irrevocable direction to a registered broker-dealer under
the Securities Exchange Act of 1934, as amended, to sell a
sufficient portion of the shares and deliver the sale proceeds
directly to the Corporation to pay the exercise price.

     
     (e)  No grantee may be granted Incentive Stock Options to purchase
Common Stock of the Corporation in any year to the extent that the
aggregate Fair Market Value of the Common Stock, determined at the
time of grant, with respect to which Incentive Stock Options are
exercisable for the first time by the grantee (under all plans of
the Corporation) exceeds $100,000 during such calendar year.  If
any option designated as an Incentive Stock Option either alone or
in conjunction with any other option or options exceeds the
foregoing limitation, options in excess of such limitation shall
automatically be reclassified as Non-Statutory Stock Options by
whole number of shares, with later granted options being so
reclassified first.

     
     (f)  The Committee, in its discretion, may provide that any option
intended to be an Incentive Stock Option shall also be subject to
such additional or more restrictive terms and conditions as may,
from time to time, be required to constitute such option an
Incentive Stock Option under the provisions of Section 422 of the
IRC.  This Plan shall be construed in a manner consistent with
Section 422 of the IRC and Treasury Regulations promulgated or
proposed thereunder.

     
     (g)  The Committee may include such other terms and conditions not
inconsistent with the foregoing as the Committee shall approve.
Without limiting the generality of the preceding sentence, the
Committee shall be authorized to impose conditions to the exercise
of options relating to the performance of the Corporation or any
Subsidiary or of grantee(s) or any combination of the foregoing.
The Committee shall, in its sole judgment, determine whether such
conditions have been fulfilled and may require that the Committee
receive from the Corporation a written certificate as to the
fulfillment of such conditions before shares are issued and sold
pursuant to options or SARs which have been exercised.

     Section 10.  Stock Appreciation Rights.

     
     (a)  The Committee, in its discretion, may provide that any option
granted to an Employee Participant includes a tandem Stock
Appreciation Right; provided, however, that a grantee may elect to
exercise the tandem Stock Appreciation Right with respect to an
Incentive Stock Option only when the Fair Market Value of the
shares subject to such option exceeds the option price.  The right
to elect such Stock Appreciation Right granted in tandem with an
option shall entitle the grantee to receive an amount equal to the
excess of the Fair Market Value of one share of Common Stock over
the option price per share, multiplied times the number of shares
as to which the option, or portion thereof, is surrendered.  This
amount shall be paid in cash or in Common Stock, or in such
combination of Common Stock and cash as the Committee shall from
time to time determine, having in any case an aggregate Fair Market
Value equal to the amount required to be paid.  All SARs granted in
tandem with options shall be subject to the same terms and
conditions as the related option.

     
     (b)  The Committee, in its discretion, may grant Stock Appreciation
Rights which do not relate to an option.  Such "stand-alone" SARs
shall be governed by the provisions of the Plan relating to Non-
Statutory Stock Options and by the terms of a Stock Appreciation
Rights Agreement between the Corporation and the grantee setting
forth the number of shares as to which such stand-alone SARs are
granted and such other terms and conditions as the Committee may
determine.  Upon exercise of a stand-alone SAR, the grantee shall
be entitled to receive an amount equal to the excess of the Fair
Market Value of one share of Common Stock determined at the date of
exercise over the Fair Market Value of one share of Common Stock
determined at the date of grant, multiplied times the number of
shares as to which the SAR was granted.  This amount shall be paid
in cash or in Common Stock, or in such combination of Common Stock
and cash as the Committee shall from time to time determine, having
in any case an aggregate Fair Market Value equal to the amount
required to be paid.

     Section 11.  Acceleration of Right of Exercise.  Except with
respect to options granted to non-employee directors, any option or
SAR granted hereunder shall become immediately exercisable in the
event of a Change in Control unless otherwise provided by the
Committee at the time of grant.

     Section 12.  Provisions Applicable to Non-employee Directors
Options.

     
     (a)  Each non-employee director shall automatically receive a Non-
Statutory Stock Option to purchase 1,500 shares of Common Stock on
the first Friday following the Corporation's Annual Meeting of
Shareholders at which such director is elected to serve and on the
first Friday following each Annual Meeting of Shareholders
thereafter so long as such director continues as a member of the
Board.  Any non-employee director whose initial term commenced
prior to the effective date of this Plan who is serving as a
director on such effective date shall automatically receive a Non-
Statutory Stock Option to purchase 1500 shares of common stock on
the first Friday following each Annual Meeting of Shareholders so
long as such director continues as a member of the Board.

     
     (b)  Each option granted to a non-employee director shall be
evidenced by written documentation containing its terms and
conditions.

     
     (c)  The exercise price for options granted to non-employee
directors shall not be less than 100% of the Fair Market Value of
the underlying shares of Common Stock on the date the stock option
is granted.

(d)  Stock options granted to non-employee directors under this
Plan shall become exercisable one year after the date of grant,
shall expire ten years after the date of grant and shall not be
transferable otherwise than by will or by the laws of descent and
distribution.
     
     (e)  Payment may be made in cash or by delivering to the
Corporation shares of Common Stock of the Corporation or any
combination of such shares and cash, having in any case an
aggregate Fair Market Value equal to the option price of the shares
being purchased pursuant to the exercise of the option or by
delivering to the Corporation a notice of exercise with an
irrevocable direction to a registered broker-dealer under the
Securities Exchange Act of 1934, as amended, to sell a sufficient
portion of the shares and deliver the sale proceeds directly to the
Corporation to pay the exercise price.

     
     (f)  Upon cessation of service of a non-employee director (other
than for death), only those options exercisable at the date of
cessation of service shall continue to be exercisable by the
grantee.  Such options must be exercised within 90 days of
cessation of service, but in no event after the expiration of the
option period.

     
     (g)  Upon the death of a non-employee director, those options which
were exercisable on the date of death may be exercised within 36
months from the date of death, but in no event after the expiration
of the option period, by the grantee's estate.  For this purpose,
the grantee may designate to the Committee the person or persons to
whom his or her rights under the option shall pass in the event of
his death.

     Section 13.  Adjustment of Number and Price of Shares.

     
     (a)  In the event that a dividend shall be declared upon the Common
Stock of the Corporation payable in shares of said stock, the
number of shares of Common Stock covered by each outstanding option
and SAR and the number of shares available for issuance pursuant to
the Plan but not covered by options or SARs shall be adjusted by
adding thereto the number of shares which would have been
distributable thereon if such shares had been outstanding on the
date fixed for determining the shareholders entitled to receive
such stock dividend.

     
     (b)  In the event that the outstanding shares of Common Stock of
the Corporation shall be changed into or exchanged for a different
number or kind of shares of stock or other securities of the
Corporation or of another corporation, whether through
reorganization, recapitalization, stock split-up, combination of
shares, merger or consolidation, then there shall be substituted
for the shares of Common Stock covered by each outstanding option
and SAR and for the shares available for issuance pursuant to the
Plan but not covered by an option or SAR, the number and kind of
shares of stock or other securities which would have been
substituted therefor if such shares had been outstanding on the
date fixed for determining the shareholders entitled to receive
such changed or substituted stock, SAR or other securities.

     
     (c)  In the event there shall be any change, other than specified
above in this Section 13, in the number or kind of outstanding
shares of Common Stock of the Corporation or of any stock or other
securities into which such Common Stock shall be changed or for
which it shall have been exchanged, then if the Committee shall
determine, in its discretion, that such change equitably requires
an adjustment in the number or kind of shares covered by
outstanding options or SARs or which are available for issuance
pursuant to the Plan but not covered by options or SARs, such
adjustment shall be made by the Committee and shall be effective
and binding for all purposes of the Plan and on each outstanding
stock option and SAR agreement.

(d)  In the event that, by reason of a corporate merger,
consolidation, acquisition of property or stock, separation,
reorganization or liquidation, the Board of Directors shall
authorize the issuance or assumption of a stock option or stock
options in a transaction to which Section 424(a) of the IRC
applies, then, notwithstanding any other provision of the Plan, the
Committee may grant an option or options upon such terms and
conditions as it may deem appropriate for the purpose of assumption
of the old option, in conformity with the provisions of such
Section 424(a) and the regulations thereunder, as they may be
amended from time to time; provided, however, that no such grant
may be made to a non-employee director.
     
     (e)  No adjustment or substitution provided for in this Section 13
shall require the Corporation to issue or to sell a fractional
share under any stock option or Stock Appreciation Rights agreement
and the total adjustment or substitution with respect to each stock
option or Stock Appreciation Rights agreement shall be limited
accordingly.

(f)  In the case of any adjustment or substitution provided for in
this Section 13, the price per share in each stock option and SAR
agreement shall be equitably adjusted by the Committee to reflect
the greater or lesser number of shares of stock or other securities
into which the stock covered by the option or SAR may have been
changed or which may have been substituted therefor.
     Section 14.  Amendment and Termination.  The Board of
Directors may modify, amend, or terminate the Plan at any time
except that, to the extent then required by applicable law, rule,
or regulation, approval of the holders of a majority of shares of
Common Stock represented in person or by proxy at a meeting of the
stockholders will be required to increase the maximum number of
shares of Common Stock available for distribution under the Plan
(other than increases due to adjustments in accordance with the
Plan and a one time increase that would not increase the amount of
Common Stock issuable under the Plan by more than 10%).
Notwithstanding the foregoing, an amendment revising the price,
date of exercisability, option period of or amount of shares under
a Stock Option granted to a non-employee director shall not be made
more frequently than once every six months unless necessary to
comply with the IRC or with the Employee Retirement Income Security
Act of 1974, as amended, or the Rules promulgated thereunder,
respectively.  No modification, amendment, or termination of the
Plan shall adversely affect the rights of a participant under a
grant previously made to him without the consent of such
participant.

     Section 15.  Compliance with Governmental Regulations.
Notwithstanding any provision of the Plan or the terms of any stock
option or SAR agreement issued under the Plan, the Corporation
shall not be required to issue any shares hereunder prior to the
registration of the shares subject to the Plan under the Securities
Act of 1933 or the Securities Exchange Act of 1934, if such
registration shall be necessary, or before compliance by the
Corporation or any participant with any other provisions of either
of those acts or of regulations or rulings of the Securities and
Exchange Commission thereunder, or before compliance with all other
applicable Federal and state laws and regulations and rulings
thereunder.  The Corporation shall use its best efforts to effect
such registrations and to comply with such laws, regulations and
rulings forthwith upon advice by its counsel that any such
registration or compliance is necessary.

     Section 16.  Compliance with Rule 16b-3.  It is the
Corporation's intent that the Plan comply in all respects with Rule
16b-3 of the Exchange Act and any regulations promulgated
thereunder.  If any provision of this Plan is later found not to be
in compliance with the Rule, the provisions shall be deemed null
and void.  All grants and exercises of options under this Plan by
individuals subject to Section 16 of the Exchange Act shall be
executed in accordance with the requirements of Section 16, as
amended, and any regulations promulgated thereunder.

     Section 17.  Tax Withholding.

     
     (a)  Whenever shares are to be issued under the Plan, the
Corporation shall have the right to require the grantee to remit to
the Corporation an amount sufficient to satisfy Federal, state and
local tax withholding requirements prior to the delivery of any
certificate for such shares.  If a grantee makes a disposition of
shares acquired upon the exercise of an Incentive Stock Option
within either two years after grant or one year after the receipt
of Common Stock by the grantee, the grantee shall promptly notify
the Corporation and the Corporation shall have the right to require
the grantee to pay to the Corporation an amount sufficient to
satisfy Federal, state and local tax withholding requirements.
Whenever payments are to be made in cash, such payments shall be
net of an amount sufficient to satisfy Federal, state and local tax
withholding requirements and authorized deductions.

     
     (b)  A grantee who is obligated to pay to the Corporation an amount
required to be withheld under applicable income tax laws in
connection with the exercise of Non-Statutory Stock Options under
the Plan may elect to satisfy this withholding obligation, in whole
or in part, by requesting that the Corporation withhold shares of
Common Stock otherwise issuable to the grantee upon exercise of the
option or by delivering to the Corporation already owned shares of
Common Stock of the Corporation having a Fair Market Value on the
date on which the amount of tax to be withheld is determined (the
"Tax Date") equal to the amount of the tax required to be withheld.
Any fractional amount shall be paid to the Corporation by the
grantee in cash or shall be withheld from the grantee's next
regular paycheck.

     
     (c)  An election by a grantee to have shares of Common Stock
withheld or to deliver to the Corporation already owned shares of
Common Stock of the Corporation to satisfy Federal, state and local
tax withholding requirements pursuant to subparagraph (b) above
(the "Election"), shall be subject to the following restrictions:

          
          i)   The Election must be in writing and delivered to the
               Corporation prior to the Tax Date;
               
          
          ii)  The Election shall be irrevocable by the grantee; and
               
          
          iii) The Election shall be subject to approval by the Committee,
               which approval may be granted or withdrawn at any time prior to
               the Tax Date.
               
     
     (d)  Notwithstanding the provisions of subparagraphs (a)-(c) above,
if a grantee is an officer or director of the Corporation, as
defined for purposes of Rule 16b-3 under the Exchange Act, as
amended, and withholding of any Federal, state or local taxes is
required, the Corporation shall hold back from the shares of Common
Stock to be delivered that number of shares having a Fair Market
Value equal to the amount of tax to be withheld to satisfy the tax
withholding obligation.

     Section 18.  Governing Law.  The Plan shall be construed and
its provisions enforced and administered in accordance with the
laws of the Commonwealth of Pennsylvania applicable to contracts
entered into and performed entirely in such state.

     Section 19.  Designation of Beneficiary.  An Employee
Participant may designate, in a writing delivered to the
Corporation before his or her death, a person or persons to
receive, in the event of the Employee Participant's death, any
rights to which he or she would be entitled under the Plan.  An
Employee Participant may also designate an alternate beneficiary to
receive payments if the primary beneficiary does not survive the
Employee Participant.  An Employee Participant may designate more
than one person as his or her beneficiary or alternate beneficiary,
in which case such persons would receive payments as joint tenants
with a right of survivorship.  A beneficiary designation may be
changed or revoked by an Employee Participant at any time by filing
a written statement of such change or revocation with the
Corporation.  If an Employee Participant fails to designate a
beneficiary, then his estate shall be deemed to be his beneficiary.

     Section 20.  Employment Rights.  Neither the Plan nor any
action taken hereunder shall be construed as giving any employee of
the Corporation the right to become a Employee Participant, and a
grant under the Plan shall not be construed as giving any Employee
Participant any right to be retained in the employ of the
Corporation.

     Section 21.  Expenses.  The expenses of administering the Plan
shall be borne by the Corporation.

     Section 22.  Indemnification.  Service on the Committee shall
constitute service as a member of the Board so that members of the
Committee shall be entitled to indemnification and reimbursement as
directors of the Corporation pursuant to its Articles of
Incorporation, By-Laws, or resolutions of the Board or
shareholders.

     Section 23.  Relationship to Other Benefits.  No payment under
the Plan shall be taken into account in determining any benefits
under any retirement, group insurance, or other employee benefit
plan of the Corporation.  The Plan shall not preclude the
shareholders of the Corporation, the Board or any committee
thereof, or the Corporation from authorizing or approving other
employee benefit plans or forms of incentive compensation, nor
shall it limit or prevent the continued operation of other
incentive compensation plans or other employee benefit plans of the
Corporation or the participation in any such plans by Employee
Participants in the Plan.

     Section 24.  No Trust or Fund Created.  Neither the Plan nor
any grant made hereunder shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship
between the Corporation and an Employee Participant or any other
person.  To the extent that any person acquires a right to receive
payments from the Corporation pursuant to a grant under the Plan,
such right shall be no greater than the right of any unsecured
general creditor of the Corporation.

     Section 25.  Effective Date of the Plan.  The Plan shall
become effective immediately upon approval of the Plan by the Board
provided that the Plan shall thereafter be approved by a majority
of the outstanding shares of the Corporation at the Annual Meeting
of the Shareholders of the Corporation on April 28, 1994.  No
options shall be granted hereunder until the Committee shall have
been advised by the Corporation's counsel that all applicable legal
requirements have been satisfied and that appropriate rulings, if
any, which are required from governmental agencies, have been
obtained.



As amended effective December 12, 1995.