EXHIBIT 2.2

                                                             EXECUTION COPY









                    -----------------------------------

                        AGREEMENT AND PLAN OF MERGER

                                   AMONG

                       GENERAL DYNAMICS CORPORATION,

                        TARA ACQUISITION CORPORATION

                                    AND

                      GULFSTREAM AEROSPACE CORPORATION



                    -----------------------------------

                                MAY 16, 1999

<PAGE>


                                                 TABLE OF CONTENTS



                                                                         Page
                                                                         ----

ARTICLE 1         THE MERGER................................................1
     Section 1.1       The Merger...........................................1
     Section 1.2       The Closing..........................................1
     Section 1.3       Effective Time.......................................2
     Section 1.4       Effects of the Merger................................2
     Section 1.5       Certificate of Incorporation and Bylaws..............2
     Section 1.6       Directors............................................2
     Section 1.7       Officers.............................................2
     Section 1.8       Conversion of Company Common Stock...................2
     Section 1.9       Stock Options........................................3
     Section 1.10      Conversion of Acquisition Corporation Common Stock...5

ARTICLE 2         STOCKHOLDER APPROVAL......................................5
     Section 2.1       Company Actions......................................5
     Section 2.2       Parent Corporation Actions...........................6
     Section 2.3       Cooperation..........................................6

ARTICLE 3         EXCHANGE OF CERTIFICATES..................................7
     Section 3.1       Exchange of Certificates.............................7
     Section 3.2       Exchange Agent; Exchange Procedures..................7
     Section 3.3       Transfer Books.......................................8
     Section 3.4       Termination of Exchange Fund.........................8
     Section 3.5       Lost Certificates....................................8
     Section 3.6       No Rights as Stockholder.............................8
     Section 3.7       Withholding..........................................9
     Section 3.8       Escheat..............................................9

ARTICLE 4         REPRESENTATIONS AND WARRANTIES OF THE COMPANY.............9
     Section 4.1       Organization.........................................9
     Section 4.2       Authorization of Transaction; Enforceability.........9
     Section 4.3       Noncontravention; Consents..........................10
     Section 4.4       Capitalization......................................11
     Section 4.5       Company Reports; Joint Proxy Statement..............11
     Section 4.6       No Undisclosed Liabilities..........................12
     Section 4.7       Absence of Material Adverse Change..................12
     Section 4.8       Litigation and Legal Compliance.....................13
     Section 4.9       Contract Matters....................................13
<PAGE>
     Section 4.10      Tax Matters.........................................13
     Section 4.11      Employee Benefit Matters............................14
     Section 4.12      Environmental Matters...............................17
     Section 4.13      Title...............................................18
     Section 4.14      Intellectual Property Matters.......................19
     Section 4.15      Year 2000 Compliance Matters........................19
     Section 4.16      Labor Matters.......................................20
     Section 4.17      State Takeover Laws.................................20
     Section 4.18      Parent Common Stock Ownership.......................20
     Section 4.19      Accounting and Tax Matters..........................20
     Section 4.20      Brokers' Fees.......................................20

ARTICLE 5         REPRESENTATIONS AND WARRANTIES OF THE
                  PARENT CORPORATION.......................................21
     Section 5.1       Organization........................................21
     Section 5.2       Authorization of Transaction; Enforceability........21
     Section 5.3       Noncontravention; Consents..........................22
     Section 5.4       Capitalization......................................22
     Section 5.5       Parent Corporation Reports; Joint Proxy
                       and Registration Statements.........................23
     Section 5.6       No Undisclosed Liabilities..........................24
     Section 5.7       Absence of Material Adverse Change..................25
     Section 5.8       Litigation and Legal Compliance.....................25
     Section 5.9       Contract Matters....................................25
     Section 5.10      Tax Matters.........................................25
     Section 5.11      Employee Benefit Matters............................26
     Section 5.12      Environmental Matters...............................29
     Section 5.13      Title...............................................29
     Section 5.14      Intellectual Property Matters.......................29
     Section 5.15      Year 2000 Compliance Matters........................30
     Section 5.16      Labor Matters.......................................30
     Section 5.17      Company Common Stock Ownership......................30
     Section 5.18      Accounting and Tax Matters..........................31

ARTICLE 6         COVENANTS................................................31
     Section 6.1       General.............................................31
     Section 6.2       Notices and Consents................................31
     Section 6.3       Interim Conduct of the Company......................31
     Section 6.4       Interim Conduct of the Parent Corporation...........33
     Section 6.5       Preservation of Organization........................33
     Section 6.6       Full Access.........................................34
     Section 6.7       Notice of Developments..............................34
     Section 6.8       Acquisition Proposals...............................34
     Section 6.9       Indemnification.....................................36
<PAGE>
     Section 6.10      Public Announcements................................38
     Section 6.11      Preservation of Programs and  Agreements............38
     Section 6.12      Actions Regarding Antitakeover Statutes.............38
     Section 6.13      Standstill Provisions...............................39
     Section 6.14      Defense of Orders and Injunctions...................39
     Section 6.15      Affiliate Letters...................................39
     Section 6.16      Preservation of Accounting and Tax Treatment........39
     Section 6.17      Accountant's Comfort Letters........................39
     Section 6.18      Registration Agreement..............................40
     Section 6.19      New York Stock Exchange Quotation...................40
     Section 6.20      Publishing Financial Results........................40
     Section 6.21      Employee Benefit Matters............................40
     Section 6.22      Directors of the Surviving Corporation..............41

ARTICLE 7         CONDITIONS TO THE CONSUMMATION OF THE MERGER.............41
     Section 7.1       Conditions to the Obligations of Each Party.........41
     Section 7.2       Conditions to the Obligation of the Company.........42
     Section 7.3       Conditions to the Obligation of the Parent
                          Corporation and the Acquisition Corporation......43

ARTICLE 8         TERMINATION, AMENDMENT AND WAIVER........................44
     Section 8.1       Termination.........................................44
     Section 8.2       Effect of Termination...............................45
     Section 8.3       Termination Fee.....................................45

ARTICLE 9         MISCELLANEOUS............................................46
     Section 9.1       Nonsurvival of Representations......................46
     Section 9.2       Remedies............................................47
     Section 9.3       Successors and Assigns..............................47
     Section 9.4       Amendment...........................................47
     Section 9.5       Extension and Waiver................................47
     Section 9.6       Severability........................................47
     Section 9.7       Counterparts........................................47
     Section 9.8       Descriptive Headings................................47
     Section 9.9       Notices.............................................47
     Section 9.10      No Third Party Beneficiaries........................49
     Section 9.11      Entire Agreement....................................49
     Section 9.12      Construction........................................49
     Section 9.13      Submission to Jurisdiction..........................49
     Section 9.14      Governing Law.......................................49
<PAGE>

Exhibits
--------

Exhibit A-1    -      Form of Company Affiliate Letter
Exhibit A-2    -      Form of Parent Corporation Affiliate Letter
Exhibit B-1    -      Form of Company Tax Representations
Exhibit B-2    -      Form of Parent Corporation Tax Representations
<PAGE>
                           TABLE OF DEFINED TERMS


Acquisition Corporation                                        Preamble
Acquisition Proposal                                           Section 6.8(g)
Applicable Period                                              Section 6.8(b)
Average Stock Price                                            Section 8.1(f)
Certificate                                                    Section 3.1(a)
Charter Amendment                                              Section 2.2(a)
Closing                                                        Section 1.2
Closing Date                                                   Section 1.2
Code                                                           Section 4.10(f)
Company                                                        Preamble
Company Common Stock                                           Section 1.8(a)
Company Disclosure Letter                                      Section 4
Company Form 10-Q                                              Section 4
Company Material Adverse Effect                                Section 4.1
Company Plans                                                  Section 4.11(a)
Company SEC Documents                                          Section 4.5(a)
Company Stockholder Approval                                   Section 2.1(a)
Company Stockholders Meeting                                   Section 2.1(a)
Confidentiality Agreement                                      Section 6.6
Continuing Employees                                           Section 6.21(a)
Daily Per Share Price                                          Section 8.1(f)
Delaware Act                                                   Section 1.1
Effective Time                                                 Section 1.3
Employee Pension Benefit Plan                                  Section 4.11(a)
Employee Welfare Benefit Plan                                  Section 4.11(a)
Environmental Law                                              Section 4.12(b)
ERISA                                                          Section 4.11(a)
Exchange Agent                                                 Section 3.1
Exchange Fund                                                  Section 3.2(a)
Hazardous Materials                                            Section 4.12(c)
HSR Act                                                        Section 4.3
Indemnified Parties                                            Section 6.9(a)
Intellectual Property                                          Section 4.14(b)
Joint Proxy Statement                                          Section 2.1(b)
Lien                                                           Section 4.3
Merger                                                         Section 1.1
Merger Consideration                                           Section 1.8(c)
Multiemployer Plan                                             Section 4.11(a)
Parent Common Stock                                            Section 1.8(a)
Parent Corporation                                             Preamble
<PAGE>
Parent Corporation Disclosure Letter                           Section 5
Parent Corporation Form 10-Q                                   Section 5
Parent Corporation Material Adverse Effect                     Section 5.1
Parent Corporation Plans                                       Section 5.11(a)
Parent Corporation Stockholder Approval                        Section 2.2(a)
Parent Corporation Stockholders Meeting                        Section 2.2(a)
Permitted Liens                                                Section 4.13
Registration Statement                                         Section 2.2(b)
SEC                                                            Section 2.1(b)
Securities Act                                                 Section 2.1(b)
Securities Exchange Act                                        Section 1.9(d)
Standstill Provisions                                          Section 6.8(e)
Stock Options                                                  Section 1.9(a)
Stock Plans                                                    Section 1.9(a)
Subsidiary                                                     Section 1.8(d)
Superior Acquisition Proposal                                  Section 6.8(h)
Surviving Corporation                                          Section 1.1
Taxes                                                          Section 4.10(a)
Tax Returns                                                    Section 4.10(a)
Termination Fee                                                Section 8.3(a)
Third Party Acquisition                                        Section 8.3(b)
<PAGE>
                        AGREEMENT AND PLAN OF MERGER


          AGREEMENT  AND  PLAN OF  MERGER  dated as of May 16,  1999  among
General  Dynamics   Corporation,   a  Delaware   corporation  (the  "Parent
Corporation"),  Tara Acquisition Corporation,  a Delaware corporation and a
wholly-owned   subsidiary  of  the  Parent  Corporation  (the  "Acquisition
Corporation"), and Gulfstream Aerospace Corporation, a Delaware corporation
(the "Company").

          The Boards of Directors of the Parent Corporation and the Company
have  each  determined  that a  business  combination  between  the  Parent
Corporation  and the Company is desirable and in the best  interests of the
Parent Corporation and the Company and their respective  stockholders.  The
Boards of Directors of the Parent  Corporation and the Company  accordingly
have  each  duly  adopted  resolutions  approving  this  Agreement  and the
transactions contemplated hereby.

          It is intended  that the merger  provided  for in this  Agreement
will qualify as a  reorganization  within the meaning of Section 368 of the
Internal  Revenue  Code  of  1986,  as  amended,  and  that  for  financial
accounting  purposes  the  merger  will be  accounted  for as a pooling  of
interests.

          NOW,  THEREFORE,   in  consideration  of  the  mutual  agreements
contained herein and for other good and valuable consideration,  the value,
receipt  and  sufficiency  of which are hereby  acknowledged,  the  parties
hereto agree as follows:

                                 ARTICLE 1

                                 THE MERGER

          Section  1.1 The  Merger.  Upon  the  terms  and  subject  to the
conditions set forth in this  Agreement,  at the Effective Time (as defined
in Section 1.3) the Acquisition  Corporation  will be merged (the "Merger")
with and into the Company in accordance with the provisions of the Delaware
General  Corporation Law (the "Delaware  Act").  Following the Merger,  the
Company  will  continue  as  the  surviving   corporation  (the  "Surviving
Corporation")  and the  separate  corporate  existence  of the  Acquisition
Corporation will cease.

          Section  1.2 The  Closing.  Upon the  terms  and  subject  to the
conditions set forth in this Agreement,  the consummation of the Merger and
the other transactions  contemplated by this Agreement (the "Closing") will
take  place  at the  offices  of  Jenner & Block,  601 13th  Street,  N.W.,
Washington,  D.C. 20005,  at 10:00 a.m.,  local time, on the first business
day following the  satisfaction  or waiver of the  conditions  set forth in
Article 7 (other  than  those  conditions  that by their  nature  are to be
satisfied  at the  Closing,  but  subject  to the  satisfaction  or,  where
permitted,  waiver of those  conditions),  or at such other  date,  time or
place as the Parent  Corporation  and the Company may agree.  The date upon
which the Closing  occurs is referred to in this  Agreement as the "Closing
Date."

          Section 1.3 Effective Time. The Merger will be consummated by the
filing of a certificate  of merger with the Secretary of State of the State
of Delaware in accordance with Section 251(c) of the Delaware Act. The time
the Merger becomes effective in accordance with Sections 103 and 251 of the
Delaware Act is referred to in this Agreement as the "Effective Time."

          Section  1.4  Effects of the  Merger.  The  Merger  will have the
effects set forth in the Delaware Act.  Without  limiting the generality of
the  foregoing,   as  of  the  Effective  Time,  all  properties,   rights,
privileges,  powers  and  franchises  of the  Company  and the  Acquisition
Corporation  will  vest  in  the  Surviving   Corporation  and  all  debts,
liabilities and duties of the Company and the Acquisition  Corporation will
become debts, liabilities and duties of the Surviving Corporation.

          Section 1.5  Certificate  of  Incorporation  and  Bylaws.  At the
Effective  Time,  the  Certificate  of  Incorporation  and  Bylaws  of  the
Acquisition  Corporation  in the respective  forms  delivered by the Parent
Corporation  to the  Company  prior to the date of this  Agreement  will be
amended and restated to change the name of the  Acquisition  Corporation to
"Gulfstream  Aerospace  Corporation"  or  such  other  name  as the  Parent
Corporation may determine.  The Certificate of Incorporation  and Bylaws of
the  Acquisition  Corporation,  as so  amended  and  restated,  will be the
Certificate of Incorporation and Bylaws of the Surviving Corporation.

          Section 1.6 Directors. Subject to the provisions of Section 6.22,
the directors of the Acquisition  Corporation at the Effective Time will be
the initial  directors of the  Surviving  Corporation  and will hold office
from the Effective Time until their respective  successors are duly elected
or appointed and  qualified in the manner  provided in the  Certificate  of
Incorporation  and  Bylaws of the  Surviving  Corporation  or as  otherwise
provided by law.

          Section  1.7  Officers.  The  officers  of  the  Company  at  the
Effective  Time will be the initial  officers of the Surviving  Corporation
and will  hold  office  from the  Effective  Time  until  their  respective
successors  are duly  elected  or  appointed  and  qualified  in the manner
provided in the  Certificate of  Incorporation  and Bylaws of the Surviving
Corporation or as otherwise provided by law.

          Section 1.8 Conversion of Company Common Stock.

               (a) Subject to the provisions of Section 1.8(b),  each share
     of the Company's  Common Stock, par value $.01 per share (the "Company
     Common  Stock"),  issued  and  outstanding  immediately  prior  to the
     Effective  Time (other than shares of Company Common Stock held in the
     treasury of the Company, held by any Subsidiary (as defined in Section
     1.8(d))  of the  Company  or held  by the  Parent  Corporation  or any
     Subsidiary  of the Parent  Corporation)  will, by virtue of the Merger
     and without any action on the part of the holder thereof,  be canceled
     and  converted  into the right to receive,  upon the  surrender of the
     certificate formerly  representing such share, one share of the Parent
     Corporation's  Common  Stock,  par value $1.00 per share (the  "Parent
     Common  Stock").  In the event  that,  subsequent  to the date of this
     Agreement but prior to the Effective Time, the  outstanding  shares of
     Parent  Common  Stock or  Company  Common  Stock  are  changed  into a
     different number of shares or a different class as a result of a stock
     split,    reverse   stock   split,   stock   dividend,    subdivision,
     reclassification,  combination, exchange,  recapitalization or similar
     transaction,  the number of shares of Parent  Common  Stock into which
     each share of Company  Common  Stock will be  converted as a result of
     the Merger will be adjusted  appropriately and provisions will be made
     for appropriate payments of cash in lieu of the issuance of fractional
     shares of Parent Common Stock.

               (b) Each share of Company  Common Stock held in the treasury
     of the Company,  held by any  Subsidiary of the Company or held by the
     Parent  Corporation  or  any  Subsidiary  of  the  Parent  Corporation
     immediately  prior to the Effective Time will, by virtue of the Merger
     and without any action on the part of the holder thereof,  be canceled
     and retired  and will cease to exist.  For  purposes  of this  Section
     1.8(b),  shares of Company Common Stock owned  beneficially or held of
     record by any plan, program or arrangement sponsored or maintained for
     the benefit of any  current or former  employee  of the  Company,  the
     Parent Corporation or any of their respective Subsidiaries will not be
     deemed to be held by the Company,  the Parent  Corporation or any such
     Subsidiary,  regardless of whether the Company, the Parent Corporation
     or any such Subsidiary has the power, directly or indirectly,  to vote
     or control the disposition of such shares.

               (c) The shares of Parent  Common Stock to be issued upon the
     conversion  of shares of  Company  Common  Stock  pursuant  to Section
     1.8(a) and any cash to be paid in lieu of fractional  shares of Parent
     Common  Stock  pursuant  to  Section  1.8(a) are  referred  to in this
     Agreement collectively as the "Merger Consideration."

               (d) The term  "Subsidiary"  as used in this Agreement  means
     any  corporation,  partnership,  limited  liability  company  or other
     business  entity 50 percent or more of the  outstanding  voting equity
     securities of which are owned, directly or indirectly,  by the Company
     or the Parent Corporation, as applicable.

          Section 1.9 Stock Options.

               (a) The Parent  Corporation  and the  Company  will take all
          necessary  actions to cause  each  option to  purchase  shares of
          Company Common Stock (a "Stock  Option")  granted under any stock
          option plan, program,  agreement or arrangement of the Company or
          any of its Subsidiaries  (collectively,  the "Stock Plans") which
          is outstanding and unexercised immediately prior to the Effective
          Time to be  converted  at the  Effective  Time  into an option to
          purchase  the same number of shares of Parent  Common  Stock that
          could have been  obtained  upon the exercise of such Stock Option
          immediately  prior to the Effective  Time and the  conversion and
          exchange of the shares of Company  Common  Stock issued upon such
          exercise for shares of Parent Common Stock as provided in Section
          1.8(a).  The  exercise  price per share  applicable  to each such
          converted stock option will be the same as was applicable to such
          Stock Option  immediately prior to the Effective Time (subject to
          adjustment pursuant to the last sentence of Section 1.8(a)). Upon
          and  following the  conversion  of the Stock Options  pursuant to
          this Section 1.9(a),  each converted stock option will be subject
          to the same terms and conditions as in effect  immediately  prior
          to the Effective  Time;  provided that (i) if a form of agreement
          evidencing the Stock Option provides for  acceleration of vesting
          of the Stock Option upon the Merger,  the converted  stock option
          will be so vested  following the Merger and (ii)  consistent with
          the forms of stockholder's agreements in use by the Company prior
          to the date hereof,  upon exercise of any converted stock option,
          there will be no  obligation  that the holder  thereof  execute a
          stockholder's agreement.

               (b) The Company and the Parent Corporation acknowledge that,
          consistent with the terms of such stockholder's  agreements,  any
          stockholder's  agreement entered into prior to the Effective Time
          by reason of the  exercise of a Stock  Option or  otherwise  will
          cease  to be of any  force  or  effect  upon  and  following  the
          Effective Time.

               (c) The Parent  Corporation  will take all corporate  action
          necessary to reserve for  issuance a sufficient  number of shares
          of Parent  Common Stock for delivery  upon exercise of all of the
          Stock Options  converted  into options to purchase  Parent Common
          Stock  pursuant  to  Section  1.9(a).  Not  later  than  one  day
          following the Effective Time, the Parent  Corporation will file a
          registration  statement  on Form S-8 (or any  successor  or other
          appropriate  form) with  respect  to the shares of Parent  Common
          Stock  subject to the  converted  stock  options and will deliver
          prospectuses to the holders of such stock options.  Following the
          Effective  Time, the Parent  Corporation  will use all reasonable
          efforts  to  maintain   the   effectiveness   of  the   foregoing
          registration  statement  (and maintain the current  status of the
          prospectus or prospectuses  contained therein) for so long as any
          of  the  converted   stock   options   remain   outstanding   and
          unexercised.

               (d) At the  Effective  Time,  the  Parent  Corporation  will
          assume the obligations of the Company under the Stock Plans as in
          effect at the Effective Time. No additional Stock Options will be
          granted pursuant to the Stock Plans after the Effective Time.

               (e) The Board of Directors or Compensation  Committee of the
          Company and the Parent  Corporation will each grant all approvals
          and take all other actions  required  pursuant to Rules  16b-3(d)
          and  16b-3(e)  under  the  Securities  Exchange  Act of 1934,  as
          amended  (together  with the  rules  and  regulations  of the SEC
          thereunder,   the  "Securities   Exchange  Act"),  to  cause  the
          disposition  in the  Merger  of  Company  Common  Stock and Stock
          Options and the  acquisition in the Merger of Parent Common Stock
          and options to acquire  Parent Common Stock to be exempt from the
          provisions of Section 16(b) of the Securities Exchange Act.

          Section 1.10 Conversion of Acquisition  Corporation Common Stock.
Each  share  of the  Common  Stock,  par  value  $1.00  per  share,  of the
Acquisition  Corporation  issued and outstanding  immediately  prior to the
Effective  Time will, by virtue of the Merger and without any action on the
part of the  holder  thereof,  be  converted  into one share of the  Common
Stock, par value $1.00 per share, of the Surviving Corporation.

                                 ARTICLE 2

                            STOCKHOLDER APPROVAL

          Section 2.1 Company  Actions.  The  Company,  acting  through its
Board of Directors,  in accordance  with applicable law, its Certificate of
Incorporation  and  Bylaws  and the rules of the New York  Stock  Exchange,
will:

               (a) duly call,  give  notice of,  convene and hold a special
          meeting of its stockholders (the "Company Stockholders Meeting"),
          to be  held  as  soon  as  practicable  after  the  date  of this
          Agreement,  for the  purpose of  submitting  this  Agreement  for
          adoption  and  approval  by  the  holders  of a  majority  of the
          outstanding   shares  of  Company   Common  Stock  (the  "Company
          Stockholder Approval");

               (b) cooperate  with the Parent  Corporation in preparing and
          filing with the Securities and Exchange Commission (the "SEC") as
          promptly as practicable  after the date of this Agreement a Joint
          Proxy  Statement/Prospectus  and  related  materials  (the "Joint
          Proxy  Statement")  with  respect  to  the  Company  Stockholders
          Meeting  satisfying  the  requirements  of the  Securities Act of
          1933, as amended  (together with the rules and regulations of the
          SEC  thereunder,   the  "Securities  Act"),  and  the  Securities
          Exchange Act,  respond promptly to any comments raised by the SEC
          with  respect  to the  preliminary  version  of the  Joint  Proxy
          Statement,  and cause the  definitive  version of the Joint Proxy
          Statement  to be  mailed  to its  stockholders  as  soon as it is
          legally permitted to do so;

               (c) subject to the provisions of Section 6.8, include in the
          Joint  Proxy  Statement  (i) the  recommendation  of the Board of
          Directors  of the Company  that the  stockholders  of the Company
          vote in favor of the adoption and approval of this  Agreement and
          the transactions contemplated hereby and (ii) the written opinion
          dated as of the date of this  Agreement  of Merrill  Lynch & Co.,
          financial  advisor to the Board of Directors  of the Company,  to
          the  effect  that as of the  date of this  Agreement  the  Merger
          Consideration is fair to the  stockholders of the Company,  other
          than the Parent Corporation and its affiliates,  from a financial
          point of view; and

               (d)  provide  the Parent  Corporation  with the  information
          concerning the Company required to be included in the Joint Proxy
          Statement and the  Registration  Statement (as defined in Section
          2.2(b)).

          Section 2.2 Parent Corporation  Actions.  The Parent Corporation,
acting through its Board of Directors,  in accordance  with applicable law,
its Certificate of  Incorporation  and Bylaws and the rules of the New York
Stock Exchange, will:

               (a) duly call,  give  notice of,  convene and hold a special
          meeting of its stockholders (the "Parent Corporation Stockholders
          Meeting"),  to be held as soon as  practicable  after the date of
          this Agreement, for the purpose of submitting for the approval of
          the  holders of a majority  of the  outstanding  shares of Parent
          Common Stock (the "Parent Corporation  Stockholder Approval") the
          proposals  adopted  by the  Board  of  Directors  of  the  Parent
          Corporation   to  (i)  amend  and  restate  the   Certificate  of
          Incorporation of the Parent Corporation to increase the number of
          shares  of  Parent  Common  Stock  the  Parent   Corporation   is
          authorized   to  issue  to   300,000,000   shares  (the  "Charter
          Amendment") and (ii) issue shares of Parent Common Stock pursuant
          to the Merger;

               (b) file with the SEC as promptly as  practicable  after the
          date of this  Agreement  a  Registration  Statement  on Form  S-4
          (which will include the Joint Proxy  Statement)  complying in all
          material  respects  with the  Securities  Act and the  Securities
          Exchange Act  registering the issuance of the Parent Common Stock
          proposed to be issued by the Parent  Corporation  pursuant to the
          Merger (the  "Registration  Statement"),  respond promptly to any
          comments  raised  by the  SEC  with  respect  to the  preliminary
          version  of  the  Joint  Proxy  Statement  or  the   Registration
          Statement,  use  its  best  efforts  to  cause  the  Registration
          Statement  to be  declared  effective  by the SEC as  promptly as
          practicable  and cause the definitive  version of the Joint Proxy
          Statement  to be  mailed  to its  stockholders  as  soon as it is
          legally permitted to do so;

               (c) provide the Company with the information  concerning the
          Parent Corporation and the Acquisition Corporation required to be
          included in the Joint Proxy Statement; and

               (d)   include  in  the  Joint   Proxy   Statement   (i)  the
          recommendation   of  the  Board  of   Directors   of  the  Parent
          Corporation that the stockholders of the Parent  Corporation vote
          in favor of the Charter  Amendment  and the issuance of shares of
          Parent  Common Stock  pursuant to the Merger and (ii) the written
          opinion dated as of May 13, 1999 of Bear Stearns & Co., financial
          advisor to the Board of Directors of the Parent  Corporation,  to
          the effect  that the Merger is fair,  from a  financial  point of
          view, to the Parent Corporation and its stockholders.

          Section  2.3  Cooperation.  Each party will  promptly  advise the
other of its  receipt  of, and will  promptly  furnish the other party with
copies  of,  all  comments  received  from  the  SEC  with  respect  to the
Registration  Statement and the Joint Proxy Statement and will consult with
the other party in responding to such comments.

                                 ARTICLE 3

                          EXCHANGE OF CERTIFICATES

          Section  3.1  Exchange  of  Certificates.   From  and  after  the
Effective Time, each holder of a certificate that immediately  prior to the
Effective Time  represented  outstanding  shares of Company Common Stock (a
"Certificate")  will be  entitled  to receive in  exchange  therefor,  upon
surrender thereof to an exchange agent to be designated by the parties (the
"Exchange  Agent"),  the  Merger  Consideration  into  which the  shares of
Company Common Stock evidenced by such Certificate were converted  pursuant
to the Merger.  No interest will be payable on the Merger  Consideration to
be paid to any holder of a  Certificate  irrespective  of the time at which
such Certificate is surrendered for exchange.  Certificates surrendered for
exchange by any holder that is an  "affiliate"  of the Company for purposes
of Rule 145(c) under the  Securities  Act will not be  exchanged  until the
Parent  Corporation  has  received a letter from such holder as provided in
Section 6.15.

          Section 3.2 Exchange Agent; Exchange Procedures.

               (a)  As  soon  as  reasonably   practicable   following  the
          Effective Time, the Parent Corporation will deposit,  or cause to
          be deposited,  with the Exchange  Agent, in trust for the benefit
          of holders of Certificates,  certificates representing the Merger
          Consideration  and the amount of any  dividends or  distributions
          payable in accordance  with the provisions of Section 3.2(b) (the
          "Exchange Fund").

               (b) As soon as  reasonably  practicable  after the Effective
          Time, the Parent  Corporation will instruct the Exchange Agent to
          mail to each  record  holder  of a  Certificate  (i) a letter  of
          transmittal  (which will specify that  delivery will be effected,
          and risk of loss and title to such  Certificates  will pass, only
          upon delivery of the  Certificate  to the Exchange Agent and will
          be in such  form and have such  other  provisions  as the  Parent
          Corporation  will reasonably  specify) and (ii)  instructions for
          use in effecting the surrender of Certificates  for  certificates
          representing   shares  of   Parent   Common   Stock.   Commencing
          immediately  after the Effective  Time, upon the surrender to the
          Exchange Agent of such Certificate or Certificates, together with
          a duly executed and completed letter of transmittal and all other
          documents and other  materials  required by the Exchange Agent to
          be delivered in connection therewith, the holder will be entitled
          to receive a certificate or certificates  representing the number
          of shares of Parent  Common Stock into which the  Certificate  or
          Certificates  so  surrendered  have been  converted in accordance
          with  the  provisions  of  Section  1.8.  Unless  and  until  any
          Certificate or Certificates  are so  surrendered,  no dividend or
          other  distribution,  if any, payable to the holders of record of
          shares of Parent  Common Stock as of any date  subsequent  to the
          Effective Time will be paid to the holders of such Certificate or
          Certificates in respect of the shares of Parent Common Stock into
          which such  Certificates are  convertible.  Upon the surrender of
          any  Certificate  or  Certificates,  the  record  holder  of  the
          certificate or certificates  representing shares of Parent Common
          Stock issued in exchange therefor will be entitled to receive (i)
          at the time of  surrender,  the amount of any  dividends or other
          distributions  (net of any applicable tax withholdings)  having a
          record date after the Effective  Time and a payment date prior to
          the surrender  date,  payable in respect of such shares of Parent
          Common Stock and (ii) at the appropriate payment date, the amount
          of dividends or other  distributions  (net of any  applicable tax
          withholdings) having a record date after the Effective Time and a
          payment date subsequent to the date of such surrender, payable in
          respect of such shares of Parent Common Stock.

          Section  3.3  Transfer  Books.  The stock  transfer  books of the
Company will be closed at the Effective  Time and no transfer of any shares
of Company  Common  Stock will  thereafter  be recorded on any of the stock
transfer  books.  In the event of a transfer  of  ownership  of any Company
Common  Stock prior to the  Effective  Time that is not  registered  in the
stock transfer  records of the Company at the Effective Time, a certificate
or  certificates  representing  the number of shares of Parent Common Stock
into which such Company  Common Stock has been converted in the Merger will
be issued to the  transferee  together  with a cash  payment  in respect of
dividends and  distributions,  if any, in accordance with the provisions of
Section  3.2(b),  only if the  Certificate  is  surrendered  as provided in
Section 3.1,  accompanied by all documents  required to evidence and effect
such transfer and by evidence of payment of any  applicable  stock transfer
taxes.

          Section  3.4  Termination  of Exchange  Fund.  Any portion of the
Exchange Fund which remains undistributed one year after the Effective Time
will be delivered to the Parent Corporation upon demand, and each holder of
Company Common Stock who has not  theretofore  surrendered  Certificates in
accordance  with the provisions of this Article 3 will thereafter look only
to the Parent  Corporation  for  satisfaction  of such holder's  claims for
shares of Parent Common Stock and any dividends or distributions payable in
accordance with the provisions of Section 3.2(b).

          Section 3.5 Lost Certificates.  If any Certificate has been lost,
stolen or  destroyed,  upon the making of an  affidavit of that fact by the
person  claiming such  Certificate to be lost,  stolen or destroyed and, if
required by the Surviving Corporation, the posting by such person of a bond
in such  reasonable  amount  as the  Surviving  Corporation  may  direct as
indemnity  against  any claim that may be made  against it with  respect to
such  Certificate,  the  Exchange  Agent will  deliver in exchange for such
lost,  stolen or destroyed  certificate  the shares of Parent  Common Stock
issuable  pursuant to Section 1.8, and unpaid dividends and  distributions,
if any, on shares of Parent Common Stock  deliverable  in respect  thereof,
pursuant to this Agreement.

          Section  3.6  No  Rights  as  Stockholder.  From  and  after  the
Effective Time, the holders of  Certificates  will cease to have any rights
as a stockholder of the Surviving  Corporation except as otherwise provided
in this Agreement or by applicable law and the Parent  Corporation  will be
entitled to treat each  Certificate  that has not yet been  surrendered for
exchange   solely  as   evidence   of  the  right  to  receive  the  Merger
Consideration  into which the shares of Company  Common Stock  evidenced by
such Certificate  have been converted  pursuant to the Merger and the right
to receive  dividends and  distributions,  if any, in  accordance  with the
provisions of Section 3.2(b).

          Section 3.7 Withholding.  The Parent Corporation will be entitled
to deduct and withhold from the Merger  Consideration  otherwise payable to
any former holder of Company Common Stock all amounts required by law to be
deducted or withheld therefrom.

          Section  3.8  Escheat.   Neither  the  Parent  Corporation,   the
Acquisition Corporation nor the Company will be liable to any former holder
of  Company  Common  Stock  for any  portion  of the  Merger  Consideration
delivered  to any public  official  pursuant  to any  applicable  abandoned
property, escheat or similar law. In the event any Certificate has not been
surrendered  for  exchange  prior to the sixth  anniversary  of the Closing
Date,  or prior to such  earlier date as of which such  Certificate  or the
Merger  Consideration  payable upon the surrender  thereof would  otherwise
escheat to or become the  property  of any  governmental  entity,  then the
Merger   Consideration   otherwise  payable  upon  the  surrender  of  such
Certificate  will, to the extent  permitted by applicable  law,  become the
property  of the  Surviving  Corporation,  free and  clear  of all  rights,
interests and adverse claims of any person.

                                 ARTICLE 4

               REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company represents and warrants to the Parent Corporation and
the  Acquisition  Corporation  that  except as  disclosed  in the  reports,
schedules,  forms, statements and other documents filed by the Company with
the SEC and  publicly  available  prior to the date of this  Agreement,  as
disclosed  in the  draft of the  Quarterly  Statement  on Form 10-Q for the
Company's  fiscal  quarter  ended March 31, 1999 (the  "Company Form 10-Q")
delivered to the Parent  Corporation prior to the date of this Agreement or
as disclosed in the letter dated as of the date of this  Agreement from the
Company to the Parent Corporation (the "Company Disclosure Letter"):

          Section   4.1   Organization.   The   Company  and  each  of  its
Subsidiaries is a corporation duly organized and validly existing under the
laws of the jurisdiction of its  incorporation  and has all requisite power
and authority to own,  lease and operate its properties and to carry on its
business  as  presently  being  conducted.  The  Company  and  each  of its
Subsidiaries is in good standing under the laws of the  jurisdiction of its
incorporation  and is duly  qualified  to  conduct  business  as a  foreign
corporation  in  each  other   jurisdiction  where  such  qualification  is
required,  except where the failure to be so qualified and in good standing
would  not  have a  material  adverse  effect  on the  business,  financial
condition,  operations  or results of  operations  of the  Company  and its
Subsidiaries  taken as a whole or the ability of the Company to  consummate
the Merger and to perform its obligations  under this Agreement (a "Company
Material  Adverse  Effect").  The  Company  has  delivered  to  the  Parent
Corporation  correct and  complete  copies of its  charter  and bylaws,  as
presently  in effect,  and will make  available  to the Parent  Corporation
after the date of this Agreement correct and complete copies of the charter
and bylaws, as presently in effect, of each of its Subsidiaries.

          Section 4.2 Authorization of Transaction; Enforceability. Subject
to  obtaining  the  Company  Stockholder  Approval,  the  Company  has full
corporate power and authority and has taken all requisite  corporate action
to enable it to execute and  deliver  this  Agreement,  to  consummate  the
Merger and the other  transactions  contemplated  hereby and to perform its
obligations hereunder.  The Board of Directors of the Company, at a meeting
thereof duly called and held, has duly adopted resolutions by the requisite
majority  vote  approving  this   Agreement,   the  Merger  and  the  other
transactions contemplated hereby, determining that the terms and conditions
of this  Agreement,  the  Merger  and the other  transactions  contemplated
hereby  are  fair  to and in the  best  interests  of the  Company  and its
stockholders and  recommending  that the Company's  stockholders  adopt and
approve this Agreement. The foregoing resolutions of the Board of Directors
of the Company have not been modified, supplemented or rescinded and remain
in full force and effect as of the date of this  Agreement.  In  connection
with its adoption of the foregoing  resolutions,  the Board of Directors of
the Company received the written opinion of Merrill Lynch & Co.,  financial
advisor to the Board of Directors  of the Company,  dated as of the date of
this   Agreement  to  the  effect  that,  as  of  such  date,   the  Merger
Consideration  is fair to the  stockholders of the Company,  other than the
Parent Corporation and its affiliates,  from a financial point of view. The
foregoing opinion has not been modified, supplemented or rescinded prior to
the  date of  this  Agreement.  The  Company  will  deliver  to the  Parent
Corporation  promptly after the date of this Agreement correct and complete
copies of the foregoing resolutions and opinion. This Agreement constitutes
the  valid and  legally  binding  obligation  of the  Company,  enforceable
against the Company in accordance with its terms and conditions.

          Section 4.3  Noncontravention;  Consents.  Except for (a) certain
filings and approvals necessary to comply with the applicable  requirements
of the Securities Act, the Securities  Exchange Act and the "blue sky" laws
and  regulations  of various  states,  (b) certain  filings  and  approvals
necessary to comply with the  requirements  of the New York Stock  Exchange
with respect to the delisting of the Company  Common Stock,  (c) the filing
of a  Notification  and Report Form and related  material  with the Federal
Trade Commission and the Antitrust Division of the United States Department
of Justice  under the  Hart-Scott-Rodino  Act of 1976, as amended (the "HSR
Act"),  (d) certain  filings and approvals which may be necessary to comply
with the rules and regulations of the Federal Aviation  Administration  and
(e) the filing of a  certificate  of merger  pursuant to the Delaware  Act,
neither the  execution and delivery of this  Agreement by the Company,  nor
the  consummation by the Company of the transactions  contemplated  hereby,
will  constitute a violation of, be in conflict with,  constitute or create
(with or  without  notice or lapse of time or both) a default  under,  give
rise to any right of termination,  cancellation,  amendment or acceleration
with  respect  to, or result in the  creation  or  imposition  of any lien,
encumbrance,  security interest or other claim (a "Lien") upon any property
of the  Company or any of its  Subsidiaries  pursuant to (i) the charter or
bylaws of the Company or any of its Subsidiaries,  (ii) any  constitutional
provision, law, rule, regulation, permit, order, writ, injunction, judgment
or decree to which the  Company  or any of its  Subsidiaries  is subject or
(iii)  any  agreement  or  commitment  to which the  Company  or any of its
Subsidiaries is a party or by which the Company, any of its Subsidiaries or
any of their respective properties is bound or subject, except, in the case
of clauses (ii) and (iii) above, for such matters which, individually or in
the aggregate, would not have a Company Material Adverse Effect.

          Section 4.4 Capitalization.

               (a) As of the date of this Agreement, the authorized capital
          stock of the Company  consists of  300,000,000  shares of Company
          Common  Stock.  As of May 2, 1999,  71,607,043  shares of Company
          Common Stock were issued and outstanding,  18,212,231 shares were
          held by the Company as treasury shares and 4,715,946  shares were
          reserved for  issuance  upon the  exercise of  outstanding  Stock
          Options.  All of the  issued  and  outstanding  shares of capital
          stock of the Company  have been duly  authorized  and are validly
          issued, fully paid and nonassessable.

               (b) Other than Stock  Options  to  acquire an  aggregate  of
          4,715,946  shares of Company  Common Stock granted by the Company
          to current and former directors, officers, employees and advisors
          of the Company and its Subsidiaries  pursuant to the Stock Plans,
          there  are  no  outstanding  or  authorized  options,   warrants,
          purchase rights, subscription rights, conversion rights, exchange
          rights or other  contracts or commitments  that could require the
          Company or any of its  Subsidiaries  to issue,  sell or otherwise
          cause to become  outstanding any of its capital stock.  There are
          no  outstanding  stock   appreciation,   phantom  stock,   profit
          participation  or similar  rights with  respect to the Company or
          any of its Subsidiaries.

               (c) Neither the  Company  nor any of its  Subsidiaries  is a
          party  to  any  voting  trust,   proxy  or  other   agreement  or
          understanding  with respect to the voting of any capital stock of
          the Company or any of its Subsidiaries.

               (d) The Board of  Directors  of the Company has not declared
          any dividend or  distribution  with respect to the Company Common
          Stock  the  record or  payment  date for which is on or after the
          date of this Agreement.

               (e) All of the  outstanding  shares of the capital  stock of
          each of the Company's  Subsidiaries have been validly issued, are
          fully paid and  nonassessable and are owned by the Company or one
          of its  Subsidiaries,  free and clear of any Lien. Except for its
          Subsidiaries  set forth in the  Company  Disclosure  Letter,  the
          Company  does not  control  directly  or  indirectly  or have any
          direct  or  indirect  equity  participation  in any  corporation,
          partnership,  limited liability  company,  joint venture or other
          entity.

          Section 4.5 Company Reports; Joint Proxy Statement.

               (a) The Company has since October 9, 1996 filed all reports,
          forms,  statements and other  documents  (collectively,  together
          with  all  financial   statements  included  or  incorporated  by
          reference  therein and the Company  Form 10-Q,  the  "Company SEC
          Documents")  required  to be  filed by the  Company  with the SEC
          pursuant  to  the   provisions  of  the  Securities  Act  or  the
          Securities Exchange Act. Each of the Company SEC Documents, as of
          its filing  date,  complied  in all  material  respects  with the
          applicable  requirements of the Securities Act and the Securities
          Exchange  Act.  None of the  Company SEC  Documents,  as of their
          respective  filing  dates,  contained  any untrue  statement of a
          material  fact or omitted to state a material fact required to be
          stated  therein  or  necessary  in order  to make the  statements
          therein,  in light of the  circumstances  under  which  they were
          made, not misleading. No Subsidiary of the Company is required to
          file any reports,  forms,  statements or other documents pursuant
          to the Securities Act or the Securities Exchange Act.

               (b) Each of the consolidated financial statements (including
          related  notes)  included in the Company SEC Documents  presented
          fairly  in  all  material  respects  the  consolidated  financial
          condition,  cash flows and results of  operations  of the Company
          and its  Subsidiaries  for the  respective  periods  or as of the
          respective  dates  set  forth  therein.  Each  of  the  financial
          statements  (including related notes) included in the Company SEC
          Documents  has been  prepared in  accordance  with United  States
          generally accepted accounting  principles,  consistently  applied
          during the periods involved, except (i) as noted therein, (ii) to
          the  extent  required  by  changes  in  United  States  generally
          accepted accounting  principles or (iii) in the case of unaudited
          interim  financial  statements,  normal recurring  year-end audit
          adjustments.

               (c) The  Company  has  delivered  to the Parent  Corporation
          correct  and  complete  copies of any  proposed  or  contemplated
          amendments  or   modifications   to  the  Company  SEC  Documents
          (including any exhibit documents  included therein) that have not
          yet been  filed by the  Company  with the SEC.  The  Company  has
          delivered to the Parent  Corporation  a correct and complete copy
          of the most recent draft of the Company Form 10-Q.

               (d) The Joint Proxy  Statement  will comply in all  material
          respects  with  the  applicable  requirements  of the  Securities
          Exchange Act and will not, at the time the definitive Joint Proxy
          Statement is filed with the SEC and mailed to the stockholders of
          the Company,  contain any untrue  statement  of material  fact or
          omit to state any material fact required to be stated  therein or
          necessary in order to make the  statements  therein,  in light of
          the circumstances under which they were made, not misleading.  No
          representation  or warranty  is made  herein by the Company  with
          respect to any information supplied by the Parent Corporation for
          inclusion  in the Joint  Proxy  Statement.  For  purposes of this
          Section  4.5(d),  all  information  included  in the Joint  Proxy
          Statement concerning or related to the Parent Corporation and its
          Subsidiaries,  including  the  Acquisition  Corporation,  will be
          deemed to have been supplied by the Parent Corporation.

          Section  4.6 No  Undisclosed  Liabilities.  The  Company  and its
Subsidiaries  have no  liabilities  or  obligations  (whether  absolute  or
contingent, liquidated or unliquidated, or due or to become due) except for
(a) liabilities and obligations  reflected in the Company SEC Documents and
(b)  other  liabilities  and  obligations  which,  individually  or in  the
aggregate, would not have a Company Material Adverse Effect.

          Section 4.7 Absence of Material  Adverse  Change.  Since December
31, 1998, there has not occurred any event,  change,  effect or development
which,  individually  or in the  aggregate,  would have a Company  Material
Adverse Effect.

          Section 4.8 Litigation and Legal Compliance.

               (a) The Company  Disclosure  Letter sets forth each instance
          in which the Company or any of its Subsidiaries is (i) subject to
          any material  unsatisfied  judgment order,  decree,  stipulation,
          injunction  or  charge  or (ii) a party to or,  to the  Company's
          knowledge,  threatened to be made a party to any material charge,
          complaint, action, suit, proceeding, hearing or, to the Company's
          knowledge,  investigation of or in any court or quasi-judicial or
          administrative  agency of any  federal,  state,  local or foreign
          jurisdiction,    except   for   judgments,    orders,    decrees,
          stipulations,  injunctions,  charges, complaints, actions, suits,
          proceedings,  hearings and investigations which,  individually or
          in the  aggregate,  would  not have a  Company  Material  Adverse
          Effect.   There  are  no  judicial  or  administrative   actions,
          proceedings  or,  to  the  Company's  knowledge,   investigations
          pending or, to the Company's knowledge,  threatened that question
          the validity of this Agreement or any action taken or to be taken
          by the Company in connection with this Agreement which would have
          a Company Material Adverse Effect.

               (b)   Except   for   instances   of   noncompliance   which,
          individually  or in the  aggregate,  would  not  have  a  Company
          Material Adverse Effect,  the Company and its  Subsidiaries  have
          complied  with  each   constitutional   provision,   law,   rule,
          regulation,  permit, order, writ, injunction,  judgment or decree
          to which the Company or any of its Subsidiaries is subject.

          Section 4.9 Contract Matters.

               (a) Neither the  Company nor any of its  Subsidiaries  is in
          default or  violation  of (and no event has  occurred  which with
          notice or the lapse of time or both would constitute a default or
          violation)  of any  term,  condition  or  provision  of any note,
          mortgage,   indenture,   loan   agreement,   other   evidence  of
          indebtedness,  guarantee,  license,  lease,  agreement  or  other
          contract,  instrument  or  contractual  obligation  to which  the
          Company or any of its  Subsidiaries is a party or by which any of
          their respective assets is bound or subject,  except for defaults
          and violations which, individually or in the aggregate, would not
          have a Company Material Adverse Effect.

          Section 4.10 Tax Matters.

               (a) The  Company  and each of its  Subsidiaries  have timely
          filed all required  returns,  declarations,  reports,  claims for
          refund or  information  returns  and  statements,  including  any
          schedule or  attachment  thereto  (collectively  "Tax  Returns"),
          relating  to any  federal,  state,  local or foreign  net income,
          gross income, gross receipts,  sales, use, ad valorem,  transfer,
          franchise,   profits,   license,  lease,  service,  service  use,
          withholding,   payroll,  employment,  excise,  severance,  stamp,
          occupation,  premium, property, windfall profits, customs, duties
          or other tax, fee, assessment or charge,  including any interest,
          penalty or addition  thereto and  including any liability for the
          taxes of any other  person or entity  under  Treasury  Regulation
          Section  1.1502-6  (or any similar  state,  local or foreign law,
          rule or regulation), and any liability in respect of any tax as a
          transferee   or   successor,   by  law,   contract  or  otherwise
          (collectively "Taxes"), and all such Tax Returns are accurate and
          complete in all  respects,  except to the extent any such failure
          to  file  or  any  such  inaccuracy  in  any  filed  Tax  Return,
          individually  or in the  aggregate,  would  not  have  a  Company
          Material Adverse Effect.  All Taxes owed by the Company or any of
          its  Subsidiaries  (whether or not shown on any Tax Return)  have
          been paid or adequately reserved for in accordance with generally
          accepted accounting principles in the financial statements of the
          Company, except to the extent any such failure to pay or reserve,
          individually  or in the  aggregate,  would  not  have  a  Company
          Material Adverse Effect.

               (b) The most recent  financial  statements  contained in the
          Company SEC  Documents  reflect  adequate  reserves in accordance
          with  generally  accepted  accounting  principles  for all  Taxes
          payable by the Company and its  Subsidiaries  for all Tax periods
          and  portions   thereof   through  the  date  of  such  financial
          statements,  except to the extent that any failure to so reserve,
          individually  or in the  aggregate,  would  not  have  a  Company
          Material Adverse Effect.  No deficiency with respect to Taxes has
          been proposed, asserted or assessed against the Company or any of
          its  Subsidiaries  and no  requests  for  waivers  of the time to
          assess any such Taxes are pending,  except to the extent any such
          deficiency  or  request  for  waiver,   individually  or  in  the
          aggregate, would not have a Company Material Adverse Effect.

               (c) None of the federal income Tax Returns of the Company or
          any of its  Subsidiaries  consolidated  in such Tax Returns  have
          been examined by and settled with the Internal Revenue Service.

               (d)  Except  for  Liens  for  current  Taxes not yet due and
          payable or which are being  contested in good faith,  there is no
          Lien  affecting any of the assets or properties of the Company or
          any of its Subsidiaries that arose in connection with any failure
          or  alleged  failure  to pay any Tax,  except  for  Liens  which,
          individually  or in the  aggregate,  would  not  have  a  Company
          Material Adverse Effect.

               (e) Neither the  Company  nor any of its  Subsidiaries  is a
          party to any Tax allocation or Tax sharing agreement.

               (f) Neither the Company nor any of its Subsidiaries has made
          any payments,  is obligated to make any payments or is a party to
          any agreement that under any  circumstances  could obligate it to
          make  any  payments  that  will  not be  fully  deductible  under
          Sections 280G or 162(m) of the Internal  Revenue Code of 1986, as
          amended (the "Code"). -----

          Section 4.11 Employee Benefit Matters.

               (a) The Company  Disclosure Letter lists each plan,  program
          or arrangement  constituting a material  employee welfare benefit
          plan (an "Employee  Welfare  Benefit Plan") as defined in Section
          3(1) of the Employee  Retirement  Income Security Act of 1974, as
          amended  ("ERISA"),  or a material  employee pension benefit plan
          (an "Employee  Pension  Benefit Plan") as defined in Section 3(2)
          of ERISA, and each other material employee benefit plan,  program
          or arrangement or employment  practice  maintained by the Company
          or any of its Subsidiaries  with respect to any of its current or
          former  employees  or to which the  Company or any of the Company
          Subsidiaries  contributes  or  is  required  to  contribute  with
          respect to any of its current or former employees  (collectively,
          the "Company Plans"). With respect to each Company Plan:

                     (i)  such  Company  Plan  (and  each  related   trust,
               insurance  contract  or  fund)  has been  administered  in a
               manner consistent in all respects with its written terms and
               complies  in  form  and   operation   with  the   applicable
               requirements of ERISA,  the Code and other  applicable laws,
               except for failures of  administration  or  compliance  that
               would not have a Company Material Adverse Effect;

                     (ii) all required reports and descriptions  (including
               Form 5500 Annual Reports,  Summary Annual Reports,  PBGC-1's
               and   Summary   Plan   Descriptions)   have  been  filed  or
               distributed appropriately with respect to such Company Plan,
               except for failures of filing or distribution that would not
               have a Company Material Adverse Effect;

                     (iii)  the  requirements  of Part 6 of  Subtitle  B of
               Title I of ERISA and Section 4980B of the Code have been met
               with  respect to each such Company Plan which is an Employee
               Welfare  Benefit  Plan,  except for failures  that would not
               have a Company Material Adverse Effect;

                     (iv) all  material  contributions,  premiums  or other
               payments (including all employer  contributions and employee
               salary reduction  contributions) that are due have been paid
               to each such Company Plan;

                     (v)  each  such  Company  Plan  which  is an  Employee
               Pension Benefit Plan intended to be a "qualified plan" under
               Section   401(a)  of  the  Code  has  received  a  favorable
               determination  letter from the Internal  Revenue Service and
               no event has occurred which could  reasonably be expected to
               cause the loss or denial of such qualification under Section
               401(a) of the Code;

                     (vi) the  Company has made  available  or prior to the
               Closing Date will make available to the Parent  Corporation,
               upon its request,  correct and  complete  copies of the plan
               documents  and summary  plan  descriptions,  the most recent
               determination  letter  received  from the  Internal  Revenue
               Service,  the most recent Form 5500 Annual Report,  the most
               recent actuarial  report,  the most recent audited financial
               statements,  and all  related  trust  agreements,  insurance
               contracts and other funding  agreements  that implement such
               Company Plan (but  excluding  the failure to make  available
               any such  document  which is not  material).  The  valuation
               summaries  provided by the Company to the Parent Corporation
               reasonably represent the assets and liabilities attributable
               to Company Plans calculated in accordance with the Company's
               past  practices,  but  excluding  any failure that would not
               have a Company Material Adverse Effect;

                     (vii) no  Company  Plan which is an  Employee  Pension
               Benefit  Plan has been  amended  in any manner  which  would
               require the posting of security under Section  401(a)(29) of
               the Code or Section 307 of ERISA; and

                     (viii) neither the Company nor any of its Subsidiaries
               has  communicated  to  any  employee   (excluding   internal
               memoranda to management) any plan or commitment,  whether or
               not  legally  binding,  to create  any  additional  material
               employee benefit plan or to materially  modify or change any
               Company Plan  affecting any employee or terminated  employee
               of the Company or any of its Subsidiaries, but excluding any
               such action that does not materially  increase the liability
               of the Company or its Subsidiaries.

               (b) With respect to each  Employee  Welfare  Benefit Plan or
          Employee  Pension  Benefit  Plan that the  Company  or any of its
          Subsidiaries maintains or ever has maintained, or to which any of
          them contributes,  ever has contributed or ever has been required
          to contribute:

                     (i) no such Employee  Pension Benefit Plan (other than
               any  Multiemployer  Plan) has been  completely  or partially
               terminated (other than any termination that would not have a
               Company Material  Adverse  Effect),  no reportable event (as
               defined in Section 4043 of ERISA) as to which  notices would
               be required to be filed with the  Pension  Benefit  Guaranty
               Corporation  has  occurred  but has not yet been so reported
               (but  excluding any failure to report which would not have a
               Company Material  Adverse Effect),  and no proceeding by the
               Pension  Benefit  Guaranty  Corporation  to  terminate  such
               Employee Pension Benefit Plan (other than any  Multiemployer
               Plan) has been instituted; and

                    (ii)   there   have  been  no   non-exempt   prohibited
               transactions (as defined in Section 406 of ERISA and Section
               4975 of the Code) with  respect to such plan,  no  fiduciary
               has any liability for breach of fiduciary  duty or any other
               failure   to  act  or   comply   in   connection   with  the
               administration or investment of the assets of such plan, and
               no action,  suit,  proceeding,  hearing or, to the Company's
               knowledge,  investigation with respect to the administration
               or the  investment  of the assets of such plan  (other  than
               routine claims for benefits) is pending or, to the Company's
               knowledge,  threatened,  but  excluding,  from  each  of the
               foregoing,  events or  circumstances  that  would not have a
               Company Material Adverse Effect.

               (c)  Neither  the  Company  nor  any  of  its   Subsidiaries
          contributes  to  or  has  any  liability  (including   withdrawal
          liability)  under any  Multiemployer  Plan, which liability would
          have a Company Material Adverse Effect.  None of the transactions
          contemplated  by this  Agreement  will trigger any  withdrawal or
          termination  liability under any Multiemployer  Plan set forth in
          the  Company  Disclosure  Letter,  which  liability  would have a
          Company Material Adverse Effect.

               (d) Other  than  pursuant  to a Company  Plan,  neither  the
          Company nor any of its Subsidiaries has any obligation to provide
          medical,  health,  life  insurance or other welfare  benefits for
          current or future retired or terminated employees,  their spouses
          or their dependents  (other than in accordance with Section 4980B
          of the  Code),  except  for  obligations  that  would  not have a
          Company Material Adverse Effect.

               (e) No  Company  Plan  contains  any  provision  that  would
          prohibit the transactions  contemplated by this Agreement,  would
          give rise to any  severance,  termination  or other payments as a
          result of the transactions  contemplated by this Agreement (alone
          or together with the  occurrence  of any other  event),  or would
          cause any payment,  acceleration or increase in benefits provided
          by any Company Plan as a result of the transactions  contemplated
          by this  Agreement  (alone or together with the occurrence of any
          other event),  but excluding from this paragraph (e) any payment,
          acceleration or increase which is not material.

               (f) Any individual  who is classified as a non-employee  for
          purposes  of   receiving   benefits   (such  as  an   independent
          contractor,  leased employee,  consultant or special  consultant)
          regardless   of   treatment   for   other   purposes,    is   not
          unintentionally  eligible to  participate  in any  Company  Plan,
          except  where such  treatment  would not have a Company  Material
          Adverse Effect.

               Section 4.12 Environmental Matters.

               (a) With  respect to the current and former  operations  and
          properties of the Company and its Subsidiaries,  and in each case
          except for matters which, individually or in the aggregate, would
          not have a Company Material  Adverse Effect,  (i) the Company and
          its   Subsidiaries   have  complied  in  all  respects  with  all
          Environmental  Laws (as defined in Section 4.12(b)) in connection
          with the ownership,  use,  maintenance  and operation of all real
          property owned or leased by them and otherwise in connection with
          their  operations,  (ii)  neither  the  Company  nor  any  of its
          Subsidiaries has any liability,  whether contingent or otherwise,
          under any Environmental Law, (iii) no notices of any violation or
          alleged  violation of,  non-compliance  or alleged  noncompliance
          with or any  liability  under,  any  Environmental  Law have been
          received by the Company or any of its Subsidiaries  since January
          1, 1994,  (iv)  there are no  administrative,  civil or  criminal
          writs,  injunctions,  decrees, orders or judgments outstanding or
          any  administrative,  civil or criminal actions,  suits,  claims,
          proceedings  or,  to  the  Company's  knowledge,   investigations
          pending or, to the Company's knowledge,  threatened,  relating to
          compliance  with  or  liability  under  any   Environmental   Law
          affecting the Company or any of its  Subsidiaries  and (v) to the
          knowledge of the Company,  no material  changes or alterations in
          the  practices  or  operations  of  the  Company  or  any  of its
          Subsidiaries  as  presently   conducted  are  anticipated  to  be
          required  in the  future in order to permit the  Company  and its
          Subsidiaries to continue to comply in all material  respects with
          all applicable Environmental Laws.

               (b) The term  "Environmental  Law" as used in this Agreement
          means any law, rule, regulation, permit, order, writ, injunction,
          judgment  or  decree  with  respect  to the  preservation  of the
          environment  or  the  promotion  of  worker  health  and  safety,
          including  any  law,  rule,  regulation,   permit,  order,  writ,
          injunction,  judgment or decree  relating to Hazardous  Materials
          (as defined in Section 4.12(c)),  drinking water,  surface water,
          groundwater,  wetlands,  landfills,  open dumps,  storage  tanks,
          underground  storage tanks, solid waste, waste water, storm water
          run-off, noises, odors, air emissions,  waste emissions or wells.
          Without  limiting the generality of the foregoing,  the term will
          encompass  each of the  following  statutes  and the  regulations
          promulgated  thereunder,  and any similar applicable state, local
          or foreign  law,  rule or  regulation,  each as  amended  (i) the
          Comprehensive Environmental Response, Compensation, and Liability
          Act of  1980,  (ii) the  Solid  Waste  Disposal  Act,  (iii)  the
          Hazardous Materials Transportation Act, (iv) the Toxic Substances
          Control  Act,  (v) the Clean  Water Act,  (vi) the Clean Air Act,
          (vii)  the  Safe   Drinking   Water  Act,   (viii)  the  National
          Environmental  Policy Act of 1969, (ix) the Superfund  Amendments
          and  Reauthorization  Act of 1986, (x) Title III of the Superfund
          Amendments and Reauthorization Act, (xi) the Federal Insecticide,
          Fungicide  and  Rodenticide  Act and (xii) the  provisions of the
          Occupational  Safety  and  Health  Act of  1970  relating  to the
          handling  of and  exposure  to  Hazardous  Materials  and similar
          substances.

               (c) The term "Hazardous Materials" as used in this Agreement
          means  each  and  every  element,  compound,   chemical  mixture,
          contaminant,  pollutant,  material, waste or other substance that
          is defined,  determined or identified as hazardous or toxic under
          any Environmental Law or the spilling, leaking, pumping, pouring,
          emitting, emptying,  discharging,  injecting,  storing, escaping,
          leaching, dumping,  discarding,  burying, abandoning or disposing
          into  the   environment   of  which  is   prohibited   under  any
          Environmental   Law.  Without  limiting  the  generality  of  the
          foregoing,  the term will include (i)  "hazardous  substances" as
          defined   in   the    Comprehensive    Environmental    Response,
          Compensation, and Liability Act of 1980, the Superfund Amendments
          and  Reauthorization  Act of 1986,  or Title III of the Superfund
          Amendments and  Reauthorization  Act and regulations  promulgated
          thereunder, each as amended, (ii) "hazardous waste" as defined in
          the  Solid  Waste  Disposal  Act  and   regulations   promulgated
          thereunder,  each as  amended,  (iii)  "hazardous  materials"  as
          defined in the  Hazardous  Materials  Transportation  Act and the
          regulations  promulgated   thereunder,   each  as  amended,  (iv)
          "chemical   substance   or  mixture"  as  defined  in  the  Toxic
          Substances  Control Act and  regulation  promulgated  thereunder,
          each  as  amended,  (v)  petroleum  and  petroleum  products  and
          byproducts and (vi) asbestos.

               Section  4.13 Title.  The Company and its  Subsidiaries  now
   have and at the  Effective  Time will have good and, in the case of real
   property, marketable title to all the properties and assets purported to
   be owned by them,  free and  clear of all  Liens  except  (a)  Liens for
   current Taxes or  assessments  not  delinquent,  (b) builder,  mechanic,
   warehousemen,  materialmen,  contractor,  workmen, repairmen, carrier or
   other  similar Liens  arising and  continuing in the ordinary  course of
   business for  obligations  that are not delinquent,  (c) the rights,  if
   any,  of vendors  having  possession  of tooling of the  Company and its
   Subsidiaries,  (d) liens arising from the receipt by the Company and its
   Subsidiaries of progress payments by the United States  government,  (e)
   Liens securing rental payments under capital lease  arrangements and (f)
   other Liens which,  individually  or in the aggregate,  would not have a
   Company Material Adverse Effect (collectively, "Permitted Liens").

               Section 4.14 Intellectual Property Matters.

               (a) The Company and its  Subsidiaries  own or have the right
          to use  pursuant  to  valid  license,  sublicense,  agreement  or
          permission  all items of  Intellectual  Property  (as  defined in
          Section  4.14(b))  necessary  for their  operations  as presently
          conducted and as presently proposed to be conducted, except where
          the  failure  to  have  such  rights,   individually  or  in  the
          aggregate,  would not have a  Company  Material  Adverse  Effect.
          Neither the Company nor any of its  Subsidiaries has received any
          charge,   complaint,   claim,   demand  or  notice  alleging  any
          interference, infringement,  misappropriation or violation of the
          Intellectual  Property  rights of any  third  party,  except  for
          interferences,  infringements,  misappropriations  and violations
          which, individually or in the aggregate, would not have a Company
          Material  Adverse Effect.  To the Company's  knowledge,  no third
          party has interfered  with,  infringed upon,  misappropriated  or
          otherwise  come  into  conflict  with any  Intellectual  Property
          rights of the  Company  or any of its  Subsidiaries,  except  for
          misappropriations  and violations  which,  individually or in the
          aggregate, would not have a Company Material Adverse Effect.

               (b)  The  term  "Intellectual  Property"  as  used  in  this
          Agreement  means,  collectively,   patents,  patent  disclosures,
          trademarks,  service  marks,  trade  dress,  logos,  trade names,
          copyrights and mask works, and all  registrations,  applications,
          reissuances,  continuations,  continuations-in-part,   revisions,
          extensions,  reexaminations and associated good will with respect
          to each of the foregoing, computer software (including source and
          object codes), computer programs, computer data bases and related
          documentation and materials, data, documentation,  trade secrets,
          confidential  business  information  (including ideas,  formulas,
          compositions,  inventions, know-how, manufacturing and production
          processes and techniques,  research and development  information,
          drawings,   designs,   plans,   proposals  and  technical   data,
          financial,  marketing  and  business  data and  pricing  and cost
          information) and other intellectual  property rights (in whatever
          form or medium).

               Section  4.15  Year  2000  Compliance  Matters.  Except  for
   matters  which,  individually  and in the  aggregate,  would  not have a
   Company  Material  Adverse  Effect,  all  computer  systems and computer
   software  used by the  Company  and its  Subsidiaries  and all  computer
   systems and computer software  incorporated in products  manufactured by
   the Company and its Subsidiaries (a) recognize,  or are being adapted so
   that, prior to December 31, 1999, they will recognize, the advent of the
   year 2000 without any material  adverse  change in operation  associated
   with such recognition,  (b) can correctly  recognize and manipulate,  or
   are  being  adapted  so  that,  prior to  December  31,  1999,  they can
   recognize and manipulate,  date information  relating to dates prior to,
   on and after  January 1, 2000 and (c) to the  Company's  knowledge,  can
   suitably  interact with other year 2000 compliant  computer  systems and
   computer  software in a way that does not  compromise  their  ability to
   correctly  recognize  the  advent of the year 2000 or to  recognize  and
   manipulate  date  information  relating  to dates  prior to, on or after
   January 1, 2000. The costs of the  adaptations  to computer  systems and
   computer  software  being made by the  Company and its  Subsidiaries  in
   order to achieve year 2000 compliance are not presently expected to have
   a Company Material Adverse Effect.

               Section  4.16  Labor  Matters.  There  are no  controversies
   pending or, to the Company's  knowledge,  threatened between the Company
   or any of its  Subsidiaries and any of their current or former employees
   or any labor or other collective  bargaining unit  representing any such
   employee that could reasonably be expected to result in a material labor
   strike,  dispute,   slow-down  or  work  stoppage  or  otherwise  which,
   individually or in the aggregate,  would have a Company Material Adverse
   Effect. The Company is not aware of any organizational  effort presently
   being made or threatened by or on behalf of any labor union with respect
   to employees of the Company or any of its Subsidiaries. To the Company's
   knowledge,  as of the date of this Agreement no executive,  key employee
   or group of employees of the Company or any of its  Subsidiaries has any
   plan to  terminate  employment  with the Company  and its  Subsidiaries,
   which termination would have a Company Material Adverse Effect.

               Section 4.17 State Takeover Laws. The resolutions adopted by
   the Board of  Directors  of the Company  approving  this  Agreement  are
   sufficient to cause the provisions of Section 203 of the Delaware Act to
   be inapplicable to this Agreement, the Merger and the other transactions
   contemplated  hereby. To the Company's  knowledge,  no other fair price,
   moratorium,  control  share  acquisition  or other form of  antitakeover
   statute,  rule or  regulation  of any state or  jurisdiction  applies or
   purports  to  apply  to  this   Agreement,   the  Merger  or  the  other
   transactions contemplated hereby.

               Section  4.18 Parent  Common  Stock  Ownership.  Neither the
   Company  nor any of its  Subsidiaries  owns any shares of Parent  Common
   Stock or any securities  exercisable or exchangeable  for or convertible
   into shares of Parent Common Stock.

               Section 4.19 Accounting and Tax Matters. Neither the Company
   nor any of its  Subsidiaries has taken or agreed to take any action that
   would prevent  accounting for the Merger in accordance  with the pooling
   of interests  method of accounting  under the requirements of APB No. 16
   or prevent  the Merger from  constituting  a  reorganization  within the
   meaning of Section 368(a) of the Code.

               Section 4.20 Brokers' Fees. Except for the fees and expenses
   payable by the Company to Merrill  Lynch & Co. and Goldman  Sachs & Co.,
   neither the Company nor any of its  Subsidiaries  has any  liability  or
   obligation  to pay any fees or  commissions  to any  financial  advisor,
   broker, finder or agent with respect to the transactions contemplated by
   this  Agreement.  The Company has delivered to the Parent  Corporation a
   correct and complete copy of the  engagement  letter between the Company
   and Merrill Lynch & Co.  relating to the  transactions  contemplated  by
   this  Agreement.  The  Company  Disclosure  Letter  sets  forth the fees
   payable to Merrill  Lynch & Co. and  Goldman  Sachs & Co. in  connection
   with this Agreement.

                                 ARTICLE 5

           REPRESENTATIONS AND WARRANTIES OF THE PARENT CORPORATION

               The  Parent  Corporation  represents  and  warrants  to  the
   Company  that except as  disclosed  in the  reports,  schedules,  forms,
   statements and other documents filed by the Parent  Corporation with the
   SEC and  publicly  available  prior  to the date of this  Agreement,  as
   disclosed in the draft of the  Quarterly  Statement on Form 10-Q for the
   Parent  Corporation's  fiscal  quarter ended March 31, 1999 (the "Parent
   Corporation Form 10-Q") delivered to the Parent Corporation prior to the
   date of this  Agreement  or as  disclosed  in the letter dated as of the
   date of this Agreement  from the Parent  Corporation to the Company (the
   "Parent Corporation Disclosure Letter"):

               Section 5.1 Organization. The Parent Corporation and each of
   its  Subsidiaries is a corporation  duly organized and validly  existing
   under  the laws of the  jurisdiction  of its  incorporation  and has all
   requisite  power and authority to own,  lease and operate its properties
   and to carry on its business as presently  being  conducted.  The Parent
   Corporation  and each of its  Subsidiaries is in good standing under the
   laws of the jurisdiction of its  incorporation  and is duly qualified to
   conduct  business as a foreign  corporation  in each other  jurisdiction
   where such qualification is required,  except where the failure to be so
   qualified and in good standing would not have a material  adverse effect
   on  the  business,   financial  condition,   operations  or  results  of
   operations of the Parent  Corporation  and its  Subsidiaries  taken as a
   whole or the ability of the Parent  Corporation to consummate the Merger
   and  to  perform  its  obligations   under  this  Agreement  (a  "Parent
   Corporation  Material  Adverse  Effect").  The  Parent  Corporation  has
   delivered to the Company  correct and complete copies of its charter and
   bylaws,  as presently in effect,  and will make available to the Company
   after the date of this  Agreement  correct  and  complete  copies of the
   charter and bylaws, as presently in effect, of each of its Subsidiaries.

               Section 5.2  Authorization  of Transaction;  Enforceability.
   Subject to obtaining the Parent Corporation  Stockholder Approval,  each
   of the  Parent  Corporation  and the  Acquisition  Corporation  has full
   corporate  power and  authority  and has taken all  requisite  corporate
   action to enable it to execute and deliver this Agreement, to consummate
   the Merger and the other transactions contemplated hereby and to perform
   its obligations hereunder. The Parent Corporation has executed a written
   consent  in lieu of a special  meeting  of the sole  stockholder  of the
   Acquisition  Corporation in accordance  with Section 228 of the Delaware
   Act adopting and approving this Agreement. The Board of Directors of the
   Parent Corporation,  at a meeting thereof duly called and held, has duly
   adopted  resolutions  by the  requisite  majority  vote  approving  this
   Agreement,  the Merger and the other transactions  contemplated  hereby,
   determining that the terms and conditions of this Agreement,  the Merger
   and the other  transactions  contemplated  hereby are fair to and in the
   best interests of the Parent Corporation and its stockholders, approving
   and setting forth the Charter  Amendment and declaring its advisability,
   and recommending that the Parent Corporation's  stockholders approve and
   adopt the Charter  Amendment and the issuance of the Parent Common Stock
   in the Merger.  The foregoing  resolutions  of the Board of Directors of
   the Company have not been modified, supplemented or rescinded and remain
   in full force and effect as of the date of this Agreement. In connection
   with its adoption of the foregoing  resolutions,  the Board of Directors
   of the Parent Corporation received the written opinion of Bear Stearns &
   Co.  Inc.,  financial  advisor to the Board of  Directors  of the Parent
   Corporation, that the Merger is fair, from a financial point of view, to
   the Parent  Corporation and its stockholders.  The foregoing opinion has
   not been modified,  supplemented  or rescinded prior to the date of this
   Agreement.  The Parent  Corporation will deliver to the Company promptly
   after the date of this  Agreement  correct  and  complete  copies of the
   foregoing  resolutions and opinion. This Agreement constitutes the valid
   and legally binding obligation of each of the Parent Corporation and the
   Acquisition Corporation,  enforceable against the Parent Corporation and
   the Acquisition Corporation in accordance with its terms and conditions.

               Section  5.3  Noncontravention;  Consents.  Except  for  (a)
   certain  filings and approvals  necessary to comply with the  applicable
   requirements of the Securities Act, the Securities  Exchange Act and the
   "blue sky" laws and regulations of various  states,  (b) the approval by
   the New York Stock  Exchange of the  listing,  upon  official  notice of
   issuance,  of the shares of Parent  Common  Stock  proposed to be issued
   pursuant to the Merger, (c) the filing of a Notification and Report Form
   and related material with the Federal Trade Commission and the Antitrust
   Division of the United  States  Department of Justice under the HSR Act,
   (d) certain  filings and approvals which may be necessary to comply with
   the rules and regulations of the Federal Aviation Administration and (e)
   the filing of a  certificate  of merger  pursuant to the  Delaware  Act,
   neither  the  execution  and  delivery of this  Agreement  by the Parent
   Corporation or the Acquisition Corporation,  nor the consummation by the
   Parent  Corporation or the Acquisition  Corporation of the  transactions
   contemplated  hereby,  will  constitute  a violation  of, be in conflict
   with,  constitute or create (with or without  notice or lapse of time or
   both)  a  default  under,   give  rise  to  any  right  of  termination,
   cancellation,  amendment or  acceleration  with respect to, or result in
   the creation or  imposition  of any Lien upon any property of the Parent
   Corporation  or any of its  Subsidiaries  pursuant to (i) the charter or
   bylaws of the Parent  Corporation or any of its  Subsidiaries,  (ii) any
   constitutional  provision,  law, rule, regulation,  permit, order, writ,
   injunction, judgment or decree to which the Parent Corporation or any of
   its  Subsidiaries  is subject or (iii) any  agreement or  commitment  to
   which the Parent Corporation or any of its Subsidiaries is a party or by
   which the Parent  Corporation,  any of its  Subsidiaries or any of their
   respective  properties  is  bound  or  subject,  except,  in the case of
   clauses (ii) and (iii) above, for such matters which, individually or in
   the  aggregate,  would not have a Parent  Corporation  Material  Adverse
   Effect.

         Section 5.4 Capitalization.

               (a) As of the date of this Agreement, the authorized capital
          stock of the Parent  Corporation  consists of 250,000,000  shares
          divided  into  200,000,000  shares  of  Parent  Common  Stock and
          50,000,000  shares of Preferred Stock, par value $1.00 per share.
          As of May 11,  1999,  127,569,456  shares of Parent  Common Stock
          were issued and outstanding,  41,205,216  shares were held by the
          Parent  Corporation as treasury shares and 4,926,641  shares were
          reserved  for  issuance  upon the  exercise  of  options or other
          rights to purchase or otherwise  acquire  shares of Parent Common
          Stock  granted by the Parent  Corporation  to current  and former
          directors,  officers and employees of the Parent  Corporation and
          its Subsidiaries. No shares of the Parent Corporation's Preferred
          Stock  are  issued  or   outstanding.   All  of  the  issued  and
          outstanding  shares of capital  stock of the  Parent  Corporation
          have been duly authorized and are validly issued,  fully paid and
          nonassessable.

               (b) Other  than  options  and other  rights to  purchase  or
          otherwise  acquire an  aggregate  of  4,926,641  shares of Parent
          Common  Stock  granted by the Parent  Corporation  to current and
          former   directors,   officers   and   employees  of  the  Parent
          Corporation  and  its  Subsidiaries  pursuant  to  various  stock
          option,   restricted  stock  and  similar  plans,   programs  and
          arrangements  of the  Parent  Corporation  and its  Subsidiaries,
          there  are  no  outstanding  or  authorized  options,   warrants,
          purchase rights, subscription rights, conversion rights, exchange
          rights or other  contracts or commitments  that could require the
          Parent  Corporation or any of its Subsidiaries to issue,  sell or
          otherwise  cause to become  outstanding any of its capital stock.
          There  are no  outstanding  stock  appreciation,  phantom  stock,
          profit participation or similar rights with respect to the Parent
          Corporation or any of its Subsidiaries.

               (c)   Neither  the  Parent   Corporation   nor  any  of  its
          Subsidiaries  is a party  to any  voting  trust,  proxy  or other
          agreement  or  understanding  with  respect  to the voting of any
          capital   stock  of  the  Parent   Corporation   or  any  of  its
          Subsidiaries.

               (d) All of the  outstanding  shares of the capital  stock of
          each of the Parent  Corporation's  Subsidiaries have been validly
          issued,  are fully  paid and  nonassessable  and are owned by the
          Parent Corporation or one of its Subsidiaries,  free and clear of
          any Lien.  Except  for its  Subsidiaries  set forth in the Parent
          Corporation  Disclosure  Letter,  the  Company  does not  control
          directly  or  indirectly  or have any direct or  indirect  equity
          participation in any corporation,  partnership, limited liability
          company,   joint  venture  or  other  entity.   The   Acquisition
          Corporation   has  been  formed   solely  for   purposes  of  the
          transactions contemplated by this Agreement and has not conducted
          any  business or engaged in any  activities  prior to the date of
          this Agreement.

               Section  5.5  Parent  Corporation  Reports;  Joint  Proxy and
   Registration Statements.

               (a) The Parent  Corporation  has since January 1, 1994 filed
          all reports, forms, statements and other documents (collectively,
          together with all financial  statements  included or incorporated
          by reference  therein and the Parent  Corporation  Form 10-Q, the
          "Parent  Corporation SEC Documents")  required to be filed by the
          Parent Corporation with the SEC pursuant to the provisions of the
          Securities Act or the Securities Exchange Act. Each of the Parent
          Corporation SEC Documents, as of its filing date, complied in all
          material  respects  with  the  applicable   requirements  of  the
          Securities  Act  and the  Securities  Exchange  Act.  None of the
          Parent  Corporation SEC Documents,  as of their respective filing
          dates,  contained  any untrue  statement  of a  material  fact or
          omitted to state a material fact required to be stated therein or
          necessary in order to make the  statements  therein,  in light of
          the circumstances under which they were made, not misleading.  No
          Subsidiary  of the Parent  Corporation  is  required  to file any
          reports,  forms,  statements or other  documents  pursuant to the
          Securities Act of the Securities Exchange Act.

               (b) Each of the consolidated financial statements (including
          related notes)  included in the Parent  Corporation SEC Documents
          presented  fairly  in  all  material  respects  the  consolidated
          financial condition,  cash flows and results of operations of the
          Parent  Corporation  and  its  Subsidiaries  for  the  respective
          periods or as of the respective dates set forth therein.  Each of
          the financial  statements  (including  related notes) included in
          the  Parent  Corporation  SEC  Documents  has  been  prepared  in
          accordance  with  United  States  generally  accepted  accounting
          principles,  consistently  applied  during the periods  involved,
          except  (i) as noted  therein,  (ii) to the  extent  required  by
          changes in United States generally accepted accounting principles
          or (iii) in the case of unaudited interim  financial  statements,
          normal recurring year-end audit adjustments.

               (c) The Parent  Corporation  has  delivered  to the  Company
          correct  and  complete  copies of any  proposed  or  contemplated
          amendments  or  modifications  to  the  Parent   Corporation  SEC
          Documents (including any exhibit documents included therein) that
          have not yet been filed by the Parent  Corporation  with the SEC.
          The Parent Corporation has delivered to the Company a correct and
          complete copy of the most recent draft of the Parent  Corporation
          Form 10-Q.

               (d) The Joint Proxy Statement and the Registration Statement
          will  comply  in  all  material   respects  with  the  applicable
          requirements  of the Securities  Act and the Securities  Exchange
          Act  and  will  not,  at the  time  the  definitive  Joint  Proxy
          Statement is filed with the SEC and mailed to the stockholders of
          the Parent Corporation and at the time the Registration Statement
          is declared effective by the SEC, contain any untrue statement of
          material  fact or omit to state any material  fact required to be
          stated  therein  or  necessary  in order  to make the  statements
          therein,  in light of the  circumstances  under  which  they were
          made,  not  misleading.  No  representation  or  warranty is made
          herein by the Parent  Corporation with respect to any information
          supplied  by  the  Company  for  inclusion  in  the  Joint  Proxy
          Statement  or the  Registration  Statement.  For purposes of this
          Section  5.5(d),  all  information  included  in the Joint  Proxy
          Statement and the Registration Statement concerning or related to
          the  Company  and its  Subsidiaries  will be  deemed to have been
          supplied by the Company.

               Section   5.6  No   Undisclosed   Liabilities.   The  Parent
   Corporation  and its  Subsidiaries  have no  liabilities  or obligations
   (whether absolute or contingent,  liquidated or unliquidated,  or due or
   to become due) except for (a) liabilities  and obligations  reflected in
   the Parent  Corporation  SEC  Documents  and  (b)other  liabilities  and
   obligations  which,  individually or in the aggregate,  would not have a
   Parent Corporation Material Adverse Effect.

               Section  5.7  Absence  of  Material  Adverse  Change.  Since
   December 31, 1998, there has not occurred any event,  change,  effect or
   development which, individually or in the aggregate, would have a Parent
   Corporation Material Adverse Effect.

               Section 5.8 Litigation and Legal Compliance.

               (a) The Parent Corporation Disclosure Letter sets forth each
          instance  in  which  the  Parent   Corporation   or  any  of  its
          Subsidiaries is (i) subject to any material  unsatisfied judgment
          order, decree, stipulation,  injunction or charge or (ii) a party
          to or, to the Parent  Corporation's  knowledge,  threatened to be
          made a party to any material  charge,  complaint,  action,  suit,
          proceeding,  hearing or, to the Parent  Corporation's  knowledge,
          investigation   of  or  in  any   court  or   quasi-judicial   or
          administrative  agency of any  federal,  state,  local or foreign
          jurisdiction,    except   for   judgments,    orders,    decrees,
          stipulations,  injunctions,  charges, complaints, actions, suits,
          proceedings,  hearings and investigations which,  individually or
          in the aggregate,  would not have a Parent  Corporation  Material
          Adverse Effect. There are no judicial or administrative  actions,
          proceedings   or,   to  the   Parent   Corporation's   knowledge,
          investigations pending or, to the Parent Corporation's knowledge,
          threatened  that  question the validity of this  Agreement or any
          action  taken  or  to be  taken  by  the  Parent  Corporation  in
          connection   with  this  Agreement  which  would  have  a  Parent
          Corporation Material Adverse Effect.

               (b)   Except   for   instances   of   noncompliance   which,
          individually  or in  the  aggregate,  would  not  have  a  Parent
          Corporation  Material Adverse Effect,  the Parent Corporation and
          its   Subsidiaries   have  complied   with  each   constitutional
          provision,   law,  rule,   regulation,   permit,   order,   writ,
          injunction, judgment or decree to which the Parent Corporation or
          any of its Subsidiaries is subject.

               Section 5.9 Contract Matters.

               (a)   Neither  the  Parent   Corporation   nor  any  of  its
          Subsidiaries  is in  default  or  violation  of (and no event has
          occurred  which  with  notice or the lapse of time or both  would
          constitute  a default or  violation)  of any term,  condition  or
          provision of any note, mortgage, indenture, loan agreement, other
          evidence of indebtedness, guarantee, license, lease, agreement or
          other contract, instrument or contractual obligation to which the
          Parent  Corporation or any of its  Subsidiaries  is a party or by
          which any of their respective assets is bound or subject,  except
          for  defaults  and  violations  which,  individually  or  in  the
          aggregate,  would not have a Parent Corporation  Material Adverse
          Effect.

               Section 5.10 Tax Matters.

               (a) The Parent Corporation and each of its Subsidiaries have
          timely  filed all  required  Tax Returns and all such Tax Returns
          are accurate and complete in all  respects,  except to the extent
          any such failure to file or any such  inaccuracy in any filed Tax
          Return, individually or in the aggregate, would not have a Parent
          Corporation Material Adverse Effect. All Taxes owed by the Parent
          Corporation or any of its  Subsidiaries  (whether or not shown on
          any Tax  Return)  have been paid or  adequately  reserved  for in
          accordance with generally accepted  accounting  principles in the
          financial  statements  of the Parent  Corporation,  except to the
          extent any such failure to pay or reserve, individually or in the
          aggregate,  would not have a Parent Corporation  Material Adverse
          Effect.

               (b) The most recent  financial  statements  contained in the
          Parent  Corporation SEC Documents  reflect  adequate  reserves in
          accordance with generally accepted accounting  principles for all
          Taxes payable by the Parent  Corporation and its Subsidiaries for
          all Tax periods  and  portions  thereof  through the date of such
          financial statements, except to the extent that any failure to so
          reserve,  individually  or in the  aggregate,  would  not  have a
          Parent  Corporation  Material Adverse Effect.  No deficiency with
          respect to Taxes has been proposed,  asserted or assessed against
          the Parent Corporation or any of its Subsidiaries and no requests
          for  waivers of the time to assess  any such  Taxes are  pending,
          except to the extent any such  deficiency  or request for waiver,
          individually  or in  the  aggregate,  would  not  have  a  Parent
          Corporation Material Adverse Effect.

               (c) The federal income Tax Returns of the Parent Corporation
          and each of its  Subsidiaries  consolidated  in such Tax  Returns
          have been  examined  by and  settled  with the  Internal  Revenue
          Service for all Tax years through 1989.

               (d)  Except  for  Liens  for  current  Taxes not yet due and
          payable or which are being  contested in good faith,  there is no
          Lien  affecting  any of the  assets or  properties  of the Parent
          Corporation or any of its  Subsidiaries  that arose in connection
          with any  failure or alleged  failure to pay any Tax,  except for
          Liens which,  individually or in the aggregate,  would not have a
          Parent Corporation Material Adverse Effect.

               (e)   Neither  the  Parent   Corporation   nor  any  of  its
          Subsidiaries  is a party  to any Tax  allocation  or Tax  sharing
          agreement.

               Section 5.11 Employee Benefit Matters.

               (a) The  Parent  Corporation  Disclosure  Letter  lists each
          plan,  program or arrangement  constituting  a material  Employee
          Welfare Benefit Plan or a material  Employee Pension Benefit Plan
          and  each  other  material  employee  benefit  plan,  program  or
          arrangement  or  employment  practice  maintained  by the  Parent
          Corporation or any of its Subsidiaries with respect to any of its
          current or former employees or to which the Parent Corporation or
          any of the  Parent  Corporation  Subsidiaries  contributes  or is
          required  to  contribute  with  respect to any of its  current or
          former employees (collectively,  the "Parent Corporation Plans").
          With respect to each Parent Corporation Plan:

                    (i) such  Parent  Corporation  Plan (and  each  related
               trust,  insurance contract or fund) has been administered in
               a manner  consistent  in all respects with its written terms
               and  complies  in form and  operation  with  the  applicable
               requirements of ERISA,  the Code and other  applicable laws,
               except for failures of  administration  or  compliance  that
               would not have a Parent Corporation Material Adverse Effect;

                    (ii) all required reports and  descriptions  (including
               Form 5500 Annual Reports,  Summary Annual Reports,  PBGC-1's
               and   Summary   Plan   Descriptions)   have  been  filed  or
               distributed   appropriately  with  respect  to  such  Parent
               Corporation   Plan,   except  for   failures  of  filing  or
               distribution  that  would  not  have  a  Parent  Corporation
               Material Adverse Effect;

                    (iii) the requirements of Part 6 of Subtitle B of Title
               I of ERISA and Section  4980B of the Code have been met with
               respect  to each such  Parent  Corporation  Plan which is an
               Employee  Welfare  Benefit  Plan,  except for failures  that
               would not have a Parent Corporation Material Adverse Effect;

                    (iv)  all  material  contributions,  premiums  or other
               payments (including all employer  contributions and employee
               salary reduction  contributions) that are due have been paid
               to each such Parent Corporation Plan;

                    (v)  each  such  Parent  Corporation  Plan  which is an
               Employee  Pension  Benefit Plan  intended to be a "qualified
               plan"  under  Section  401(a)  of the  Code has  received  a
               favorable  determination  letter from the  Internal  Revenue
               Service and no event has occurred which could  reasonably be
               expected  to cause the loss or denial of such  qualification
               under Section 401(a) of the Code;

                    (vi) the Parent Corporation has made available or prior
               to the Closing Date will make available to the Company, upon
               its  request,  correct  and  complete  copies  of  the  plan
               documents  and summary  plan  descriptions,  the most recent
               determination  letter  received  from the  Internal  Revenue
               Service,  the most recent Form 5500 Annual Report,  the most
               recent actuarial  report,  the most recent audited financial
               statements,  and all  related  trust  agreements,  insurance
               contracts and other funding  agreements  that implement such
               Parent  Corporation  Plan (but excluding the failure to make
               available  any such  document  which is not  material).  The
               valuation  summaries  provided by the Parent  Corporation to
               the Company reasonably  represent the assets and liabilities
               attributable to the Parent  Corporation  Plans calculated in
               accordance with the Parent Corporation's past practices, but
               excluding   any  failure   that  would  not  have  a  Parent
               Corporation Material Adverse Effect;

                    (vii) no Parent  Corporation  Plan which is an Employee
               Pension  Benefit  Plan has been  amended in any manner which
               would   require  the  posting  of  security   under  Section
               401(a)(29) of the Code or Section 307 of ERISA; and

                    (viii)  neither the Parent  Corporation  nor any of its
               Subsidiaries  has  communicated  to any employee  (excluding
               internal  memoranda to  management)  any plan or commitment,
               whether or not  legally  binding,  to create any  additional
               material  employee  benefit plan or to materially  modify or
               change any Parent Corporation Plan affecting any employee or
               terminated  employee of the Parent Corporation or any of its
               Subsidiaries,  but  excluding  any such action that does not
               materially  increase the liability of the Parent Corporation
               or its  Subsidiaries.

               (b) With respect to each  Employee  Welfare  Benefit Plan or
          Employee Pension Benefit Plan that the Parent  Corporation or any
          of its Subsidiaries maintains or ever has maintained, or to which
          any of them  contributes,  ever has  contributed or ever has been
          required to contribute:

                         (i) no such Employee  Pension  Benefit Plan (other
                    than any  Multiemployer  Plan) has been  completely  or
                    partially  terminated  (other than any termination that
                    would not have a Parent  Corporation  Material  Adverse
                    Effect, no reportable event (as defined in Section 4043
                    of ERISA) as to which  notices  would be required to be
                    filed with the Pension Benefit Guaranty Corporation has
                    occurred  but has not yet been so  reported  (excluding
                    any such  failure  to  report  which  would  not have a
                    Parent  Corporation  Material Adverse  Effect),  and no
                    proceeding by the Pension Benefit Guaranty  Corporation
                    to terminate such Employee  Pension Benefit Plan (other
                    than any Multiemployer Plan) has been instituted; and

                         (ii)  there  have  been no  non-exempt  prohibited
                    transactions  (as  defined in Section  406 of ERISA and
                    Section 4975 of the Code) with respect to such plan, no
                    fiduciary  has any  liability  for breach of  fiduciary
                    duty  or  any  other   failure  to  act  or  comply  in
                    connection with the administration or investment of the
                    assets of such plan, and no action,  suit,  proceeding,
                    hearing  or,  to the  Parent  Corporation's  knowledge,
                    investigation with respect to the administration or the
                    investment  of the  assets  of such  plan  (other  than
                    routine  claims for  benefits)  is  pending  or, to the
                    Parent   Corporation's   knowledge,   threatened,   but
                    excluding,  from  each  of  the  foregoing,  events  or
                    circumstances  that would not have a Parent Corporation
                    Material Adverse Effect.

               (c) None of the transactions  contemplated by this Agreement
          will trigger any  withdrawal or termination  liability  under any
          Multiemployer Plan set forth in the Parent Corporation Disclosure
          Letter,  which liability would have a Parent Corporation Material
          Adverse Effect.

               (d)  Other  than  pursuant  to a  Parent  Corporation  Plan,
          neither the Parent  Corporation nor any of its  Subsidiaries  has
          any  obligation to provide  medical,  health,  life  insurance or
          other  welfare   benefits  for  current  or  future   retired  or
          terminated  employees,  their spouses or their dependents  (other
          than in accordance  with Section  4980B of the Code),  except for
          obligations  that  would not have a Parent  Corporation  Material
          Adverse Effect.

               (e) No Parent  Corporation  Plan contains any provision that
          would prohibit the  transactions  contemplated by this Agreement,
          would give rise to any  severance,  termination or other payments
          as a result of the  transactions  contemplated  by this Agreement
          (alone or together with the  occurrence  of any other event),  or
          would  cause any  payment,  acceleration  or increase in benefits
          provided  by any  Parent  Corporation  Plan  as a  result  of the
          transactions  contemplated  by this Agreement  (alone or together
          with the occurrence of any other event),  but excluding from this
          paragraph (e) any payment,  acceleration or increase which is not
          material.

               (f) Any individual  who is classified as a non-employee  for
          purposes  of   receiving   benefits   (such  as  an   independent
          contractor,  leased employee,  consultant or special  consultant)
          regardless   of   treatment   for   other   purposes,    is   not
          unintentionally eligible to participate in any Parent Corporation
          Plan,  except  where  such  treatment  would  not  have a  Parent
          Corporation Material Adverse Effect.

               Section  5.12  Environmental  Matters.  With  respect to the
   current and former  operations and properties of the Parent  Corporation
   and its  Subsidiaries,  and in  each  case  except  for  matters  which,
   individually  or in the aggregate,  would not have a Parent  Corporation
   Material Adverse Effect, (a) the Parent Corporation and its Subsidiaries
   have complied in all respects with all Environmental  Laws in connection
   with the ownership,  use, maintenance and operation of all real property
   owned  or  leased  by  them  and  otherwise  in  connection  with  their
   operations,   (b)  neither  the  Parent   Corporation  nor  any  of  its
   Subsidiaries has any liability,  whether contingent or otherwise,  under
   any  Environmental  Law,  (c) no  notices  of any  violation  or alleged
   violation  of,  non-compliance  or  alleged  noncompliance  with  or any
   liability under, any  Environmental Law have been received by the Parent
   Corporation or any of its Subsidiaries  since January 1, 1994, (d) there
   are no administrative,  civil or criminal writs,  injunctions,  decrees,
   orders or judgments outstanding or any administrative, civil or criminal
   actions,  suits,  claims,  proceedings  or, to the Parent  Corporation's
   knowledge,  investigations  pending  or,  to  the  Parent  Corporation's
   knowledge,  threatened,  relating to compliance  with or liability under
   any  Environmental  Law affecting the Parent  Corporation  or any of its
   Subsidiaries  and (e) to the  knowledge  of the Parent  Corporation,  no
   material  changes or  alterations  in the practices or operations of the
   Parent Corporation or any of its Subsidiaries as presently conducted are
   anticipated  to be  required in the future in order to permit the Parent
   Corporation  and its  Subsidiaries to continue to comply in all material
   respects with all applicable Environmental Laws.

               Section  5.13  Title.   The  Parent   Corporation   and  its
   Subsidiaries  now have and at the Effective  Time will have good and, in
   the case of real  property,  marketable  title to all the properties and
   assets purported to be owned by them, free and clear of all Liens except
   Permitted Liens.

               Section  5.14  Intellectual  Property  Matters.  The  Parent
   Corporation and its  Subsidiaries  own or have the right to use pursuant
   to valid  license,  sublicense,  agreement  or  permission  all items of
   Intellectual  Property  necessary  for  their  operations  as  presently
   conducted and as presently  proposed to be  conducted,  except where the
   failure to have such rights, individually or in the aggregate, would not
   have a Parent  Corporation  Material Adverse Effect.  Neither the Parent
   Corporation  nor  any of  its  Subsidiaries  has  received  any  charge,
   complaint,   claim,   demand  or  notice   alleging  any   interference,
   infringement, misappropriation or violation of the Intellectual Property
   rights of any third  party,  except  for  interferences,  infringements,
   misappropriations   and  violations   which,   individually  or  in  the
   aggregate,  would not have a Parent Corporation Material Adverse Effect.
   To the Parent  Corporation's  knowledge,  no third party has  interfered
   with,  infringed upon,  misappropriated  or otherwise come into conflict
   with any Intellectual  Property rights of the Parent  Corporation or any
   of its Subsidiaries,  except for misappropriations and violations which,
   individually  or in the aggregate,  would not have a Parent  Corporation
   Material Adverse Effect..

               Section  5.15  Year  2000  Compliance  Matters.  Except  for
   matters  which,  individually  and in the  aggregate,  would  not have a
   Parent  Corporation  Material  Adverse Effect,  all computer systems and
   computer  software used by the Parent  Corporation and its  Subsidiaries
   and all computer systems and computer software  incorporated in products
   manufactured  by  the  Parent   Corporation  and  its  Subsidiaries  (a)
   recognize,  or are being  adapted so that,  prior to December  31, 1999,
   they will  recognize,  the advent of the year 2000  without any material
   adverse change in operation  associated with such  recognition,  (b) can
   correctly recognize and manipulate,  or are being adapted so that, prior
   to  December  31,  1999,  they  can  recognize  and   manipulate,   date
   information relating to dates prior to, on and after January 1, 2000 and
   (c) to the Parent  Corporation's  knowledge,  can suitably interact with
   other year 2000 compliant  computer  systems and computer  software in a
   way that does not  compromise  their ability to correctly  recognize the
   advent of the year 2000 or to recognize and manipulate date  information
   relating  to dates prior to, on or after  January 1, 2000.  The costs of
   the adaptations to computer systems and computer  software being made by
   the Parent  Corporation  and its  Subsidiaries  in order to achieve year
   2000 compliance are not presently  expected to have a Parent Corporation
   Material Adverse Effect.

               Section  5.16  Labor  Matters.  There  are no  controversies
   pending or, to the Parent  Corporation's  knowledge,  threatened between
   the  Parent  Corporation  or any of its  Subsidiaries  and any of  their
   current or former employees or any labor or other collective  bargaining
   unit representing any such employee that could reasonably be expected to
   result in a material labor strike,  dispute,  slow-down or work stoppage
   or  otherwise  which,  individually  or in the  aggregate,  would have a
   Parent  Corporation  Material Adverse Effect.  The Parent Corporation is
   not  aware  of  any  organizational   effort  presently  being  made  or
   threatened  by or on behalf of any labor union with respect to employees
   of the  Parent  Corporation  or any of its  Subsidiaries.  To the Parent
   Corporation's  knowledge, as of the date of this Agreement no executive,
   key employee or group of employees of the Parent  Corporation  or any of
   its  Subsidiaries  has any plan to terminate  employment with the Parent
   Corporation and its Subsidiaries,  which termination would have a Parent
   Corporation Material Adverse Effect.

               Section 5.17 Company  Common  Stock  Ownership.  Neither the
   Parent  Corporation  nor any of its  Subsidiaries  owns  any  shares  of
   Company Common Stock or any securities  exercisable or exchangeable  for
   or convertible into shares of Company Common Stock.

               Section 5.18 Accounting and Tax Matters.  Neither the Parent
   Corporation nor any of its  Subsidiaries has taken or agreed to take any
   action that would prevent  accounting for the Merger in accordance  with
   the pooling of interests  method of accounting under the requirements of
   APB No. 16 or prevent  the Merger  from  constituting  a  reorganization
   within the meaning of Section 368(a) of the Code.

                                 ARTICLE 6

                                 COVENANTS

               Section  6.1  General.  Each  of the  parties  will  use its
   respective  best  efforts  to  take  all  action  and to do  all  things
   necessary,  proper or advisable to  consummate  and make  effective  the
   transactions contemplated by this Agreement.

               Section 6.2 Notices and Consents.  Each of the parties prior
   to the  Closing  Date  will  give  all  notices  to  third  parties  and
   governmental entities and will use its respective best efforts to obtain
   all  third  party  and  governmental  consents  and  approvals  that are
   required  in  connection  with  the  transactions  contemplated  by this
   Agreement.  Within  five  business  days  following  the  execution  and
   delivery of this Agreement, each of the parties will file a Notification
   and Report Form and related  material with the Federal Trade  Commission
   and the Antitrust  Division of the United  States  Department of Justice
   under the HSR Act, will use its respective  best efforts to obtain early
   termination of the  applicable  waiting period and will make all further
   filings pursuant thereto that may be necessary, proper or advisable. The
   foregoing will not be deemed to require the Parent  Corporation to enter
   into any  agreement,  consent decree or other  commitment  requiring the
   Parent Corporation or any of its Subsidiaries to divest or hold separate
   any  assets  (including  any  assets  of  the  Company  or  any  of  its
   Subsidiaries)  or to take any  other  action  that  would  have a Parent
   Corporation Material Adverse Effect.

               Section  6.3  Interim  Conduct  of the  Company.  Except  as
   expressly  contemplated by this  Agreement,  as set forth in the Company
   Disclosure Letter, as required by law or by the terms of any contract in
   effect on the date of this  Agreement or as the Parent  Corporation  may
   approve,  which  approval will not be  unreasonably  withheld,  from and
   after the date of this  Agreement  through the Closing Date, the Company
   will, and will cause each of its Subsidiaries to, conduct its operations
   in accordance with its ordinary course of business, consistent with past
   practice,  and in  accordance  with such covenant will not, and will not
   cause or permit any of its Subsidiaries to:

               (a) amend its charter or bylaws or file any  certificate  of
          designation or similar  instrument  with respect to any shares of
          its authorized but unissued capital stock;

               (b)  authorize or effect any stock split or  combination  or
          reclassification of shares of its capital stock;

               (c) declare or pay any dividend or distribution with respect
          to  its  capital  stock  (other  than  dividends   payable  by  a
          Subsidiary of the Company to the Company or another  Subsidiary),
          issue or  authorize  the  issuance  of any shares of its  capital
          stock  (other than in  connection  with the exercise of currently
          outstanding  Stock Options and any other Stock Options  issued in
          accordance   with  this   Agreement)  or  any  other   securities
          exercisable or exchangeable for or convertible into shares of its
          capital  stock,  or repurchase,  redeem or otherwise  acquire for
          value any  shares of its  capital  stock or any other  securities
          exercisable or exchangeable for or convertible into shares of its
          capital stock;

               (d) merge or consolidate with any entity;

               (e) sell,  lease or otherwise  dispose of any of its capital
          assets,  including  any shares of the capital stock of any of its
          Subsidiaries,  other than sales,  leases or other dispositions of
          machinery,  equipment, tools, vehicles and other operating assets
          no longer  required in its operations made in the ordinary course
          of business, consistent with past practice;

               (f) liquidate,  dissolve or effect any  recapitalization  or
          reorganization in any form;

               (g)  acquire  any  interest  in  any  business  (whether  by
          purchase of assets,  purchase of stock,  merger or  otherwise) or
          enter into any joint venture;

               (h)   create,   incur,   assume   or  suffer  to  exist  any
          indebtedness   for  borrowed  money   (including   capital  lease
          obligations),  other than indebtedness existing as of the date of
          this  Agreement,  borrowings  under existing  credit lines in the
          ordinary course of business,  consistent with past practice,  and
          intercompany  indebtedness among the Company and its Subsidiaries
          arising in the ordinary course of business,  consistent with past
          practice;

               (i) create, incur, assume or suffer to exist any Lien (other
          than  Permitted  Liens)  affecting any of its material  assets or
          properties;

               (j)  except as  required  as the result of changes in United
          States generally accepted  accounting  principles,  change any of
          the  accounting  principles or practices used by it or revalue in
          any material respect any of its assets or properties,  other than
          write-downs  of inventory or accounts  receivable in the ordinary
          course of business, consistent with past practice;

               (k)  except as  required  under the terms of any  collective
          bargaining  agreement in effect as of the date of this Agreement,
          grant any general or uniform  increase in the rates of pay of its
          employees  or  grant  any  general  or  uniform  increase  in the
          benefits  under any bonus or pension  plan or other  contract  or
          commitment;

               (l) except for any increase  required under the terms of any
          collective  bargaining  agreement  or  consulting  or  employment
          agreement in effect on the date of this  Agreement,  increase the
          compensation  payable  or  to  become  payable  to  officers  and
          salaried  employees  with a base  salary in excess of $75,000 per
          year or increase any bonus,  insurance,  pension or other benefit
          plan,  payment  or  arrangement  made  to,  for or with  any such
          officers or salaried employees;

               (m) enter into any material contract or commitment or engage
          in any material  transaction with any affiliated person or entity
          (other  than the Company or its  Subsidiaries)  or enter into any
          material  contract  or  commitment  or  engage  in  any  material
          transaction with any unaffiliated  person or entity which, to the
          Company's knowledge, is reasonably likely to result in a material
          financial  loss to the  Company and its  Subsidiaries  taken as a
          whole;

               (n) make any material  Tax election or settle or  compromise
          any material Tax liability;

               (o) pay,  discharge  or satisfy any claims,  liabilities  or
          obligations other than the payment, discharge and satisfaction in
          the  ordinary  course of business  of  liabilities  reflected  or
          reserved  for in the  consolidated  financial  statements  of the
          Company or otherwise incurred in the ordinary course of business,
          consistent with past practice;

               (p) settle or compromise any material  pending or threatened
          suit, action or proceeding; or

               (q) commit to do any of the foregoing.

               Section  6.4  Interim  Conduct  of the  Parent  Corporation.
   Except  as  the  Company  may  approve,   which  approval  will  not  be
   unreasonably withheld, from and after the date of this Agreement through
   the Closing  Date,  the Parent  Corporation  will not declare or pay any
   dividend or  distribution  with respect to its capital stock (other than
   the  declaration  and payment of regular  quarterly  cash  dividends  in
   amounts consistent with past practice).

               Section  6.5  Preservation  of   Organization.   Subject  to
   compliance  with the  provisions of Section 6.3, the Company  will,  and
   will cause each of its Subsidiaries to, use its best efforts to preserve
   its  business  organization  intact in all  material  respects,  to keep
   available to the Company and its Subsidiaries after the Closing Date the
   present  officers and employees of the Company and its Subsidiaries as a
   group and to preserve the present  relationships  of the Company and its
   Subsidiaries  with  suppliers and  customers and others having  business
   relations  with the Company and its  Subsidiaries,  in each case so that
   there will not be a Company Material Adverse Effect.

               Section 6.6 Full Access. Each party will, and will cause its
   Subsidiaries  and its and their  representatives  to,  afford  the other
   party and the representatives of the other party reasonable access, upon
   reasonable  notice at all reasonable times to all premises,  properties,
   books,  records,  contracts and documents of or pertaining to such party
   and its Subsidiaries.  Without limiting the generality of the foregoing,
   the Company  acknowledges and agrees that the Parent Corporation and its
   representatives  and agents  may,  with prior  notice to the Company and
   subject  to  the  prior  approval  of the  Company  (which  will  not be
   unreasonably  withheld  or  delayed),  conduct  customary  environmental
   assessments of the real property and  facilities  owned or leased by the
   Company and its  Subsidiaries.  Notwithstanding  the foregoing,  neither
   party will be  required  to provide  access or to  disclose  information
   where such access or disclosure  would contravene any law or contract or
   would  result  in the  waiver  of any legal  privilege  or  work-product
   protection.  Any information disclosed will be subject to the provisions
   of the  Confidentiality  Agreement  between  the  Company and the Parent
   Corporation (the "Confidentiality Agreement").

               Section  6.7  Notice of  Developments.  Each party will give
   prompt  written  notice to the other party of any  material  development
   affecting  such party or any of its  Subsidiaries.  Each party will give
   prompt written notice to the other of any material development affecting
   the ability of the parties to consummate the  transactions  contemplated
   by this Agreement. No such written notice of a material development will
   be  deemed  to have  amended  any of the  disclosures  set  forth in the
   Company  Disclosure  Letter or the  Parent  Disclosure  Letter,  to have
   qualified the  representations  and warranties  contained  herein and to
   have cured any  misrepresentation  or breach of warranty that  otherwise
   might have existed hereunder by reason of such material development.

               Section 6.8 Acquisition Proposals.

               (a) The  Company and each of its  Subsidiaries,  and each of
          their  respective  directors,  officers,  employees,  agents  and
          representatives,   will  immediately  cease  any  discussions  or
          negotiations  presently  being  conducted  with  respect  to  any
          Acquisition  Proposal (as defined in Section 6.8(g)). The Company
          and its Subsidiaries  will not and will use their best efforts to
          cause their respective directors, officers, employees, agents and
          representatives  not to (i)  initiate  or  solicit,  directly  or
          indirectly,  any inquiries with respect to, or the making of, any
          Acquisition  Proposal or (ii) except as  expressly  permitted  in
          accordance  with Section  6.8(b),  engage in any  negotiations or
          discussions  with,  furnish any  information  or data to or enter
          into any letter of intent,  agreement in  principle,  acquisition
          agreement  or similar  agreement  with any party  relating to any
          Acquisition  Proposal.  The Company will be  responsible  for any
          breach of the  provisions  of this  Section 6.8 by any  director,
          officer,  employee, agent or representative of the Company or any
          of its Subsidiaries.

               (b)  Notwithstanding  the  provisions of Section  6.8(a) but
          subject to the other  provisions of this Section 6.8, the Company
          may  engage  in  discussions  or   negotiations   with,   furnish
          information   and  data  to,   withdraw,   modify  or  amend  its
          recommendation and approval of the Merger and enter into a letter
          of intent,  agreement  in  principle,  acquisition  agreement  or
          similar  agreement  with any party that  submits  an  Acquisition
          Proposal to the Company  after the date of this  Agreement and on
          or prior to June 30,  1999 (the  "Applicable  Period")  which the
          Board of Directors of the Company by majority vote  determines in
          its good faith judgment could reasonably be expected to result in
          a Superior Acquisition Proposal (as defined in Section 6.8(h)).

               (c) Nothing in this  Section  6.8 will  prevent the Board of
          Directors  of the Company  from  taking,  and  disclosing  to the
          Company's  stockholders,  a position  contemplated by Rules 14d-9
          and 14e-2  promulgated  under the  Securities  Exchange  Act with
          respect to any  publicly  announced  unsolicited  tender offer or
          otherwise from making any disclosure to its  stockholders  if, in
          its good faith  judgment  based on the  opinion of outside  legal
          counsel,  failure to so disclose would be  inconsistent  with its
          obligations  under  applicable  law;  provided  that the Board of
          Directors will not recommend that the stockholders of the Company
          tender their shares of Company  Common Stock in  connection  with
          any such tender offer unless (i) such tender offer is  determined
          to be a Superior  Acquisition  Proposal  in  accordance  with the
          provisions  of Section  6.8(h) and (ii) the Company has  provided
          the  Parent  Corporation  with not less than five  business  days
          prior written notice of any such action.

               (d) The  Company  will  within 24 hours after its receipt of
          any Acquisition  Proposal  provide the Parent  Corporation with a
          copy of such  Acquisition  Proposal  or, in  connection  with any
          non-written  Acquisition  Proposal,  a written  statement setting
          forth in  reasonable  detail  the  terms and  conditions  of such
          Acquisition  Proposal,  including  the identity of the  acquiring
          party. The Company will promptly inform the Parent Corporation of
          the  status  and  content  of  any  discussions  or  negotiations
          involving  any  Acquisition  Proposal.  In  connection  with  any
          determination  by the Board of  Directors  of the Company that an
          Acquisition  Proposal  is a Superior  Acquisition  Proposal,  the
          Company   will   within  24  hours   after  the  making  of  such
          determination  provide  the  Parent  Corporation  with a  written
          summary   in   reasonable   detail  of  the   reasons   for  such
          determination.

               (e) In no event  will the  Company  provide  any  non-public
          information  regarding the Company or any of its  Subsidiaries to
          any party making an Acquisition Proposal unless such party enters
          into   a    written    confidentiality    agreement    containing
          confidentiality   provisions   substantially   similar  to  those
          contained  in the  Confidentiality  Agreement.  In the  event the
          Company  enters into any  confidentiality  agreement with a party
          pursuant to the  provisions of this Section  6.8(e) that does not
          include terms and conditions  that are  substantially  similar to
          those  contained in the sixth  paragraph  of the  Confidentiality
          Agreement  (the   "Standstill   Provisions"),   then  the  Parent
          Corporation  and its  Subsidiaries  will be  released  from their
          obligations under the Standstill Provisions to the same extent as
          such party.

               (f) The  Company  will not enter  into any letter of intent,
          agreement  in   principle,   acquisition   agreement  or  similar
          agreement  with  respect  to any  Superior  Acquisition  Proposal
          unless (i) the Company has provided the Parent  Corporation  with
          not less than five  business  days prior  written  notice of such
          action and (ii) such action is taken by the Company  concurrently
          with or after the  termination  of this  Agreement in  accordance
          with the provisions of Section 8.1(e).

               (g)  The  term  "Acquisition   Proposal"  as  used  in  this
          Agreement  means  any  bona  fide  proposal,  whether  or  not in
          writing,  made by a party to  acquire  beneficial  ownership  (as
          defined  under  Rule  13(d)   promulgated  under  the  Securities
          Exchange  Act) of all or a material  portion of the assets of, or
          any material  equity  interest  in, the Company and  Subsidiaries
          taken as a whole  pursuant  to a merger,  consolidation  or other
          business  combination,  sale of shares of capital stock,  sale of
          assets, tender or exchange offer or similar transaction involving
          the Company or any of its  Subsidiaries,  including any single or
          multi-step  transaction or series of related transactions that is
          structured  to  permit  such  party to  acquire  such  beneficial
          ownership.

               (h) The term "Superior Acquisition Proposal" as used in this
          Agreement means an unsolicited written Acquisition  Proposal that
          the Board of Directors of the Company by majority vote determines
          in its good faith  judgment after  consulting  with the Company's
          outside financial and legal advisors (i) is reasonably capable of
          being  completed,  taking  into  account  all  legal,  financial,
          regulatory and other aspects of such proposal,  and (ii) presents
          to the Company and its stockholders more favorable  financial and
          other terms, taken as a whole, than the Merger.

               (i) No action taken in respect of an Acquisition Proposal or
          a  Superior  Acquisition  Proposal  which  is  permitted  by  the
          provisions  of  this  Section  6.8,   including  any  withdrawal,
          modification or amendment of the  recommendation  and approval of
          the  Merger  by the Board of  Directors  of the  Company  and the
          public  announcement  thereof permitted by the provisions of this
          Section 6.8, will  constitute a breach of any other  provision of
          this Agreement.

               Section 6.9 Indemnification.

               (a) From and after the Closing Date, the Parent  Corporation
          will cause the Surviving  Corporation  to  indemnify,  defend and
          hold  harmless  each  person who is now,  or has been at any time
          prior to the  Effective  Time,  an  officer  or  director  of the
          Company or any of its present or former Subsidiaries or corporate
          parents  (collectively,   the  "Indemnified  Parties")  from  and
          against  all losses,  claims,  damages  and  expenses  (including
          reasonable  attorney's  fees  and  expenses)  arising  out  of or
          relating  to  actions  or  omissions,   or  alleged   actions  or
          omissions,  occurring  at or prior to the  Effective  Time to the
          fullest extent permitted from time to time by the Delaware Act or
          any other applicable laws as presently or hereafter in effect.

               (b) Any  determination  required to be made with  respect to
          whether any Indemnified Party may be entitled to  indemnification
          will,  if  requested  by  such  Indemnified  Party,  be  made  by
          independent  legal counsel selected by the Indemnified  Party and
          reasonably satisfactory to the Surviving Corporation.

               (c) For a period of six years  after the Closing  Date,  the
          Parent  Corporation  will  cause to be  maintained  in effect the
          policies  of  directors  and  officers  liability  insurance  and
          fiduciary liability insurance currently maintained by the Company
          with  respect to claims  arising  from or  relating to actions or
          omissions, or alleged actions or omissions, occurring on or prior
          to the Closing Date. The Parent Corporation may at its discretion
          substitute for such policies currently  maintained by the Company
          directors   and  officers   liability   insurance  and  fiduciary
          liability insurance policies with reputable and financially sound
          carriers    providing   for   no   less    favorable    coverage.
          Notwithstanding the provisions of this Section 6.9(c), the Parent
          Corporation will not be obligated to make annual premium payments
          with  respect to such  policies of  insurance  to the extent such
          premiums  exceed 200 percent of the annual  premiums  paid by the
          Company as of the date of this  Agreement.  If the annual premium
          costs  necessary to maintain such insurance  coverage  exceed the
          foregoing amount,  the Parent  Corporation will maintain the most
          advantageous   policies  of  directors  and  officers   liability
          insurance and fiduciary  liability  insurance  obtainable  for an
          annual premium equal to the foregoing amount.

               (d) To the fullest extent  permitted from time to time under
          the law of the State of  Delaware,  the Parent  Corporation  will
          cause the Surviving  Corporation to pay on an  as-incurred  basis
          the  reasonable  fees  and  expenses  of each  Indemnified  Party
          (including reasonable fees and expenses of counsel) in advance of
          the  final  disposition  of  any  action,  suit,   proceeding  or
          investigation   that   is   the   subject   of   the   right   to
          indemnification,  subject  to  reimbursement  in the  event  such
          Indemnified Party is not entitled to indemnification.

               (e) The  certificate  of  incorporation  and  bylaws  of the
          Surviving  Corporation will contain the same provisions providing
          for   exculpation   of  director   and  officer   liability   and
          indemnification on the same basis as set forth in the certificate
          of incorporation  and bylaws of the Company in effect on the date
          of this  Agreement.  For a period of six years  after the Closing
          Date, the Parent Corporation will cause the Surviving Corporation
          to maintain  in effect  such  provisions  in the  certificate  of
          incorporation and bylaws of the Surviving  Corporation  providing
          for   exculpation   of  director   and  officer   liability   and
          indemnification to the fullest extent permitted from time to time
          under the law of the State of Delaware, which provisions will not
          be amended,  except as required  by  applicable  law or except to
          make changes  permitted by applicable  law that would enlarge the
          scope  of  the  Indemnified   Parties'   indemnification   rights
          thereunder.  The  foregoing  will not be deemed to  restrict  the
          right of the Surviving  Corporation  to modify the  provisions of
          its   certificate  of   incorporation   or  bylaws   relating  to
          exculpation of director and officer liability or  indemnification
          with respect to events or  occurrences  after the Closing Date so
          long as such  modifications do not adversely affect the rights of
          the Indemnified Parties hereunder.

               (f) In the  event  of any  action,  suit,  investigation  or
          proceeding, the Indemnified Party will be entitled to control the
          defense  thereof  with  counsel  of its own  choosing  reasonably
          acceptable to the Parent Corporation,  and the Parent Corporation
          and the  Surviving  Corporation  will  cooperate  in the  defense
          thereof;  provided  that neither the Parent  Corporation  nor the
          Surviving  Corporation  will be liable  for the fees of more than
          one  counsel  for  all  Indemnified  Parties,  other  than  local
          counsel,  unless  the  use  of a  single  counsel  would  present
          conflict of interest issues which would make it impracticable for
          all  Indemnified  Parties to be represented by a single  counsel,
          and provided further that neither the Parent  Corporation nor the
          Surviving  Corporation will be liable for any settlement effected
          without  its  written   consent   (which   consent  will  not  be
          unreasonably withheld).

               (g) The rights of each  Indemnified  Party hereunder will be
          in addition to any other rights such  Indemnified  Party may have
          under the certificate of incorporation or bylaws of the Surviving
          Corporation or any of their  respective  Subsidiaries,  under the
          law  of the  State  of  Delaware  or  otherwise.  Notwithstanding
          anything  to  the  contrary   contained  in  this   Agreement  or
          otherwise,  the  provisions  of this Section 6.9 will survive the
          consummation of the Merger,  and each Indemnified Party will, for
          all purposes,  be a third party  beneficiary of the covenants and
          agreements contained in this Section 6.9 and,  accordingly,  will
          be  treated  as a party to this  Agreement  for  purposes  of the
          rights and remedies relating to enforcement of such covenants and
          agreements  and will be  entitled  to enforce any such rights and
          exercise   any  such   remedies   directly   against  the  Parent
          Corporation and the Surviving Corporation. The Parent Corporation
          will  cause  the  Surviving  Corporation  to pay  all  reasonable
          expenses,  including  reasonable  attorneys'  fees,  that  may be
          incurred by an  Indemnified  Party in enforcing the indemnity and
          other obligations provided for in this Section 6.9.

               Section 6.10 Public Announcements. The initial press release
   announcing  the  transactions  contemplated  by this Agreement will be a
   joint press release.  Thereafter, the Parent Corporation and the Company
   will  consult  with one another  before  issuing  any press  releases or
   otherwise   making  any  public   announcements   with  respect  to  the
   transactions  contemplated  by  this  Agreement  and,  except  as may be
   required by applicable  law or by the rules and  regulations  of the New
   York Stock  Exchange,  will not issue any such press release or make any
   such announcement prior to such consultation.

               Section 6.11  Preservation of Programs and Agreements.  From
   and after the date of this Agreement  through the Closing Date,  neither
   party nor any of its  Subsidiaries  will enter into any agreement  which
   such party knows or has reason to know is  reasonably  likely to cause a
   major  customer  of the  other  party  or any  of  its  Subsidiaries  to
   terminate any material program or agreement.

               Section 6.12 Actions Regarding Antitakeover Statutes. If any
   fair  price,  moratorium,  control  share  acquisition  or other form of
   antitakeover statute, rule or regulation is or becomes applicable to the
   transactions  contemplated by this Agreement,  the Board of Directors of
   the Company will grant such approvals and take such other actions as may
   be  required  so  that  the  transactions  contemplated  hereby  may  be
   consummated  as promptly as  practicable on the terms and conditions set
   forth in this Agreement.

               Section 6.13 Standstill Provisions.  The restrictions on the
   Parent  Corporation  and the  Acquisition  Corporation  contained in the
   Standstill  Provisions  are hereby  waived by the  Company to the extent
   reasonably required to permit the Parent Corporation and the Acquisition
   Corporation  to comply with their  obligations  or enforce  their rights
   under this Agreement.

               Section 6.14 Defense of Orders and Injunctions. In the event
   either party  becomes  subject to any order or  injunction of a court of
   competent   jurisdiction   which  prohibits  the   consummation  of  the
   transactions  contemplated  by this  Agreement,  each party will use its
   best efforts to overturn or lift such order or injunction. The foregoing
   will not be deemed to require the Parent  Corporation  to enter into any
   agreement,  consent  decree or other  commitment  requiring  the  Parent
   Corporation  or any of its  Subsidiaries  to divest or hold separate any
   assets or to take any other action that would have a Parent  Corporation
   Material Adverse Effect.

               Section 6.15 Affiliate Letters.  Promptly following the date
   of this Agreement,  the Company will deliver to the Parent Corporation a
   list of the names and  addresses of those  persons who were, or will be,
   in the Company's reasonable judgment, "affiliates" of the Company within
   the meaning of Rule  145(c)  under the  Securities  Act as of the record
   date for the Company Stockholders Meeting. The Company will use its best
   efforts to deliver to the Parent  Corporation a letter, in substantially
   the form of Exhibit  A-1  attached to this  Agreement,  from each person
   identified in the foregoing  list.  Promptly  following the date of this
   Agreement,  the Parent Corporation will deliver to the Company a list of
   the names and  addresses  of those  persons  who were or will be, in the
   Parent  Corporation's  reasonable  judgment,  "affiliates" of the Parent
   Corporation  within the meaning of Rule 145(c) under the  Securities Act
   as of the record date for the Parent Corporation  Stockholders  Meeting.
   The  Parent  Corporation  will use its best  efforts  to  deliver to the
   Company a letter,  in substantially  the form of Exhibit A-2 attached to
   this Agreement,  from each person  identified in the foregoing list. The
   Parent Corporation will be entitled to place appropriate  legends on the
   certificates  evidencing  the Parent  Common  Stock held by or issued to
   persons delivering such letters and to issue stop transfer  instructions
   to the transfer  agent for the Parent Common Stock  consistent  with the
   terms of such letters.

               Section 6.16  Preservation  of Accounting and Tax Treatment.
   From and after the date of this Agreement (a) the Parent Corporation and
   the  Company  and their  respective  Subsidiaries  will use  their  best
   efforts  to  cause  the  Merger  to be  accounted  for as a  pooling  of
   interests  in   accordance   with  APB  No.  16  and  to   constitute  a
   reorganization  within the meaning of Section 368(a) of the Code and (b)
   neither  the  Parent  Corporation  nor the  Company,  nor  any of  their
   respective Subsidiaries,  will knowingly take or omit to take any action
   that would prevent the accounting for the Merger in accordance  with the
   pooling of interests  method of accounting under the requirements of APB
   No. 16 or prevent the Merger from  constituting a reorganization  within
   the meaning of Section 368(a) of the Code.

               Section 6.17 Accountant's  Comfort Letters.  Each party will
   use its best  efforts to cause to be  delivered  to the other  party two
   letters from its independent public accountants, one dated a date within
   two business  days before the date on which the  Registration  Statement
   becomes  effective and one dated the Closing Date, in form and substance
   reasonably  satisfactory  to the  recipient  and  customary in scope and
   substance for comfort  letters  delivered by independent  accountants in
   connection  with  registration  statements  similar to the  Registration
   Statement.

               Section  6.18  Registration  Agreement.  On or  prior to the
   Closing Date, the Parent  Corporation  will enter into an agreement,  in
   the  form  of  the  Registration   Agreement  attached  to  the  Company
   Disclosure Letter,  with certain  stockholders of the Company to provide
   such stockholders  with  registration  rights with respect to the Parent
   Common  Stock to be received in the Merger and will have  complied  with
   the  provisions  thereof  referring  to actions to be taken prior to the
   date of such Registration Agreement.

               Section 6.19 New York Stock Exchange  Quotation.  The Parent
   Corporation  will use its best efforts to cause the Parent  Common Stock
   issuable  in the  Merger  or  otherwise  pursuant  to the  terms of this
   Agreement  to be approved  for  listing on the New York Stock  Exchange,
   subject to official notice of issuance, as promptly as practicable after
   the date of this Agreement and in any event prior to the Closing Date.

               Section  6.20  Publishing   Financial  Results.  The  Parent
   Corporation  will prepare and publicly  release,  as soon as practicable
   and in any event within 10 business days  following the end of the first
   accounting  month  ending at least 30 days  after the  Closing  Date,  a
   report  filed  with  the SEC on Form  8-K or any  other  public  filing,
   statement or announcement  which includes the combined financial results
   (including  combined sales and net income) of the Parent Corporation and
   the Company for a period of at least 30 days of combined  operations  of
   the Parent Corporation and the Company following the Closing Date.

               Section 6.21  Employee Benefit Matters.

               (a) Subject to the provisions of any  collective  bargaining
          agreement  to which the Company or any of its  Subsidiaries  is a
          party as of the date of this  Agreement,  until (or in respect of
          the period ending on) December 31, 2000,  the Parent  Corporation
          will cause to be maintained  for the employees of the Company and
          its  Subsidiaries  as of  the  Closing  Date  (collectively,  the
          "Continuing  Employees")  salary  levels not less than the salary
          levels  provided by the Company  and its  Subsidiaries  as of the
          Closing  Date and  benefits and benefit  levels  (including  cash
          incentive  compensation  benefits and benefit  levels)  which are
          substantially  comparable  to the  benefits  and  benefit  levels
          provided by the Company and its Subsidiaries  through the Company
          Plans as of the Closing  Date.  The  foregoing  covenant will not
          apply to any equity-based compensation plan or arrangement.

               (b) The  Continuing  Employees  will be credited  with their
          years  of  service  with the  Company  and its  Subsidiaries  for
          purposes of determining  eligibility and vesting (but not benefit
          accrual) under any employee benefit plans, programs, arrangements
          and  employment  practices  of the  Parent  Corporation  and  its
          Subsidiaries  in  which  the  Continuing  Employees   participate
          following  the Closing Date. To the extent that any such employee
          benefit plan,  program,  arrangement  or  employment  practice in
          which a Continuing  Employee  participates  following the Closing
          Date provides medical,  dental, vision or other welfare benefits,
          the  Parent  Corporation  will cause all  pre-existing  condition
          exclusions,  waiting  periods and  actively at work  requirements
          thereunder to be waived for such  Continuing  Employee and his or
          her covered  dependents and the Parent Corporation will cause any
          eligible  expenses  incurred  by such  Continuing  Employee on or
          before the Closing Date to be taken into account  thereunder  for
          purposes of satisfying any  deductible,  coinsurance  and maximum
          out-of-pocket requirements applicable to such Continuing Employee
          and his or her covered dependents for the applicable plan year.

               (c) The Company agrees that an independent trustee, either a
          bank or a trust  company,  will act with respect to the Merger on
          behalf of each  Company  Plan (and its  participants)  that holds
          Company Common Stock in accordance  with the terms and conditions
          of such Plan.

               Section 6.22 Directors of the Surviving  Corporation.  Until
   at  least  the  first  anniversary  of  the  Closing  Date,  the  Parent
   Corporation will, and will cause the Surviving  Corporation to, take all
   actions  necessary  to cause  Theodore J.  Forstmann  to be elected as a
   director and the non-executive Chairman of the Board of Directors of the
   Surviving  Corporation and to cause Sandra J. Horbach to be elected as a
   member of the Board of Directors of the Surviving  Corporation effective
   as of the Effective Time. Notwithstanding that they will be directors of
   the Surviving  Corporation and not directors of the Parent  Corporation,
   the foregoing individuals will be entitled as directors of the Surviving
   Corporation after the Effective Time to exculpation, indemnification and
   reimbursement of expenses pursuant to terms and conditions  identical to
   the terms and  conditions  applicable  to the  directors  of the  Parent
   Corporation  included in the Certificate of Incorporation  and Bylaws of
   the  Parent  Corporation  and will be  entitled  to  coverage  under the
   directors  and officers  liability  and  fiduciary  liability  insurance
   policies and any indemnification  agreements  maintained or entered into
   by the  Parent  Corporation  on the  same  terms  as  applicable  to the
   directors of the Parent Corporation.


                                 ARTICLE 7

                 CONDITIONS TO THE CONSUMMATION OF THE MERGER

               Section 7.1 Conditions to the Obligations of Each Party. The
   respective  obligation  of each party to effect the Merger is subject to
   the  satisfaction  at or  prior  to the  Closing  Date  of  each  of the
   following conditions:

               (a) the Company will have  obtained the Company  Stockholder
          Approval;

               (b) the Parent  Corporation  will have  obtained  the Parent
          Corporation Stockholder Approval;

               (c) the  Registration  Statement  will  have  been  declared
          effective in accordance  with the  provisions  of the  Securities
          Act, and no stop order  suspending such  effectiveness  will have
          been issued and remain in effect, and the Parent Corporation will
          have received all state securities law  authorizations  necessary
          to issue the Parent Common Stock pursuant to the Merger;

               (d) the Parent Common Stock to be issued to the stockholders
          of the Company pursuant to the Merger will have been approved for
          listing on the New York Stock Exchange,  subject only to official
          notice of issuance;

               (e) all  applicable  waiting  periods under the HSR Act will
          have terminated or expired;

               (f) all other consents, authorizations, orders and approvals
          of or filings with any  governmental  commission,  board or other
          regulatory authority (other than in its capacity as a customer of
          the Company or its Subsidiaries)  required in connection with the
          consummation of the  transactions  contemplated by this Agreement
          will have been  obtained  or made,  except  where the  failure to
          obtain or make such consents,  authorizations,  orders, approvals
          or  filings   would  not,   from  and  after  the  Closing  Date,
          individually or in the aggregate have a Company  Material Adverse
          Effect; and

               (g) neither party will be subject to any order or injunction
          of a court of competent  jurisdiction  in the United States which
          prohibits the  consummation of the  transactions  contemplated by
          this Agreement.

               Section 7.2 Conditions to the Obligation of the Company. The
   obligation  of the  Company  to  effect  the  Merger is  subject  to the
   satisfaction  at or prior to the Closing  Date of each of the  following
   conditions:

               (a)  the   representations  and  warranties  of  the  Parent
          Corporation  set forth in  Section 5 will be true and  correct in
          all  material  respects at and as of the  Closing  Date as though
          then made,  except as  contemplated  by this Agreement and except
          that any  representation or warranty made as of a date other than
          the date of this  Agreement  will continue on the Closing Date to
          be true and correct in all material  respects as of the specified
          date;

               (b)  each of the  Parent  Corporation  and  the  Acquisition
          Corporation  will have in all  material  respects  performed  and
          complied  with  all  of  its  obligations  under  this  Agreement
          required to be performed by it at or prior to the Closing Date;

               (c) the Company will have received a written opinion,  dated
          as of the Closing Date, from Deloitte & Touche LLP, the Company's
          independent  public  accountants,  to the effect that they concur
          with the Company's conclusion that no conditions exist that would
          preclude  the  Company's  ability  to be a  party  to a  business
          combination with the Parent Corporation to be accounted for using
          the pooling of interests  method of accounting in accordance with
          the requirements of APB No. 16; and

               (d) the Company will have received a written opinion,  dated
          as of the Closing  Date,  from Fried,  Frank,  Harris,  Shriver &
          Jacobson,  counsel to the Company,  to the effect that the Merger
          will  be  treated   for   federal   income  tax   purposes  as  a
          reorganization  within the meaning of Section 368(a) of the Code.
          In rendering the foregoing opinion,  counsel will be permitted to
          rely upon and assume the accuracy of representations  provided by
          the parties in  substantially  the forms attached as Exhibits B-1
          and B-2 to this Agreement.

               The Parent Corporation and the Acquisition  Corporation will
   furnish the Company with a customary bring down certificate with respect
   to the  satisfaction  of the conditions set forth in Sections 7.2(a) and
   (b).

               Section  7.3  Conditions  to the  Obligation  of the  Parent
   Corporation  and the  Acquisition  Corporation.  The  obligation  of the
   Parent Corporation and the Acquisition  Corporation to effect the Merger
   is subject to the  satisfaction  at or prior to the Closing Date of each
   of the following conditions:

               (a) the  representations  and  warranties of the Company set
          forth in  Section  4 will be true  and  correct  in all  material
          respects  at and as of the  Closing  Date as  though  then  made,
          except as  contemplated  by this  Agreement  and except  that any
          representation  or warranty made as of a date other than the date
          of this  Agreement  will  continue on the Closing Date to be true
          and correct in all material respects as of the specified date;

               (b) the Company will have in all material respects performed
          and complied  with all of its  obligations  under this  Agreement
          required to be performed by it at or prior to the Closing Date;

               (c) the  Parent  Corporation  will have  received  a written
          opinion,  dated as of the Closing Date, from Arthur Andersen LLP,
          the Parent Corporation's  independent public accountants,  to the
          effect  that  the   business   combination   between  the  Parent
          Corporation and the Company contemplated by this Agreement should
          be  treated  as a  "pooling  of  interests"  in  conformity  with
          generally accepted accounting  principles as described in APB No.
          16; and

               (d) the  Parent  Corporation  will have  received  a written
          opinion,  dated  as of the  Closing  Date,  from  Jenner & Block,
          counsel to the Parent Corporation,  to the effect that the Merger
          will  be  treated   for   federal   income  tax   purposes  as  a
          reorganization  within the meaning of Section 368(a) of the Code.
          In rendering the foregoing opinion,  counsel will be permitted to
          rely upon and assume the accuracy of representations  provided by
          the parties in  substantially  the forms attached as Exhibits B-1
          and B-2 to this Agreement.

               The  Company  will  furnish  the Parent  Corporation  with a
   customary bring down certificate with respect to the satisfaction of the
   conditions set forth in Sections 7.3(a) and (b).

                                 ARTICLE 8

                     TERMINATION, AMENDMENT AND WAIVER

               Section 8.1  Termination.  This  Agreement may be terminated
   and the Merger may be abandoned at any time prior to the Effective  Time
   (notwithstanding  the receipt of the Company Stockholder Approval or the
   Parent Corporation Stockholder Approval):

               (a) with the written  consent of the Parent  Corporation and
          the Company;

               (b) by the Parent Corporation or the Company if any court of
          competent  jurisdiction or other governmental agency has issued a
          final  order,  decree or ruling or taken any other  final  action
          restraining,  enjoining or otherwise prohibiting the consummation
          of the Merger, and such order, decree,  ruling or other action is
          or has become nonappealable;

               (c)  by  the  Parent  Corporation  if (i)  the  Company  has
          materially  breached any of its representations or warranties set
          forth in this  Agreement  and such breach is not cured  within 45
          days after the date written notice of such breach is given by the
          Parent   Corporation  to  the  Company,   (ii)  the  Company  has
          materially breached any of its covenants or agreements  contained
          in this  Agreement  and such  breach is not cured  within 45 days
          after  the date  written  notice  of such  breach is given by the
          Parent  Corporation to the Company,  (iii) the Board of Directors
          of the Company has withdrawn or amended in any manner  adverse to
          the  Parent  Corporation  and  the  Acquisition  Corporation  its
          recommendation  and  approval  of the  Merger,  (iv) the  Company
          Stockholder  Approval  has not been  obtained  at a meeting  duly
          called  for  such   purpose  or  (v)  the  Merger  has  not  been
          consummated on or before December 31, 1999 (unless the failure of
          the Merger to have been  consummated  results  primarily from the
          Parent Corporation or the Acquisition  Corporation  breaching any
          representation, warranty, covenant or agreement contained in this
          Agreement);

               (d) by  the  Company  if  (i)  the  Parent  Corporation  has
          materially  breached any of its representations or warranties set
          forth in this  Agreement  and such breach is not cured  within 45
          days after the date written notice of such breach is given by the
          Company to the Parent Corporation, (ii) the Parent Corporation or
          the Acquisition  Corporation  has materially  breached any of its
          covenants  or  agreements  contained in this  Agreement  and such
          breach is not cured within 45 days after the date written  notice
          of such breach is given by the Company to the Parent Corporation,
          (iii) the Parent Stockholder  Approval has not been obtained at a
          meeting  duly called for such  purpose or (iv) the Merger has not
          been  consummated  on or before  December  31,  1999  (unless the
          failure of the Merger to have been consummated  results primarily
          from the Company breaching any representation, warranty, covenant
          or agreement contained in this Agreement);  or

               (e)  by  the   Company  if  a  party  has  made  a  Superior
          Acquisition  Proposal  and the Company  enters into any letter of
          intent,  agreement in principle,  acquisition  agreement or other
          agreement with respect to such Superior  Acquisition  Proposal in
          accordance  with the  provisions  of Section 6.8;  provided  that
          termination  of this  Agreement  pursuant to this Section  8.1(e)
          will not become effective until the payment by the Company to the
          Parent  Corporation  of the  termination  fee provided in Section
          8.3.

               (f) by the Parent  Corporation  or the Company  prior to the
          third trading day preceding the Company  Stockholders  Meeting if
          the Average  Stock Price of the Parent  Common Stock is less than
          $63 per share. The "Average Stock Price" means the average of the
          Daily Per Share Prices (as  hereinafter  defined) for the fifteen
          consecutive trading days ending on the fifth trading day prior to
          the Company Stockholders Meeting. The "Daily Per Share Price" for
          any  trading  day means  the  weighted  average  of the per share
          selling  prices  (as  reported  on the New  York  Stock  Exchange
          Composite Transaction Tape) for that day.

               Section  8.2  Effect  of  Termination.  In the  event of the
   termination and  abandonment of this Agreement  pursuant to Section 8.1,
   this  Agreement  will  forthwith  become void and will be deemed to have
   terminated  without  liability to any party (except for any liability of
   any party then in wilful breach of any covenant or agreement);  provided
   that the provisions of the Confidentiality  Agreement and Section 8.3 of
   this  Agreement  will continue in full force and effect  notwithstanding
   such termination and abandonment.

               Section 8.3 Termination Fee.

               (a) If (i) the Parent Corporation  terminates this Agreement
          pursuant  to the  provisions  of Section  8.1(c)(iii)  or Section
          8.1(c)(iv)  and the Company enters into an agreement with respect
          to a Third Party Acquisition (as defined in Section 8.3(b)), or a
          Third Party Acquisition occurs within 12 months after the date of
          such  termination,  and such  agreement was entered into, or such
          Third Party Acquisition was publicly announced, concurrently with
          or prior to the date of the termination of this Agreement or (ii)
          the Company  terminates this Agreement pursuant to the provisions
          of Section  8.1(e),  then, in each case,  the Company will pay to
          the Parent  Corporation,  within one business day  following  the
          occurrence  of such  event  (in the case of a  termination  under
          clause (i) above) or the  delivery of notice of such  termination
          (in  the  case of a  termination  under  clause  (ii)  above),  a
          termination  fee equal to $150 million (the  "Termination  Fee"),
          payable by wire  transfer of  immediately  available  funds to an
          account designated by the Parent Corporation.

               (b)  The  term  "Third  Party  Acquisition"  as used in this
          Agreement  means (i) the  acquisition of the Company by merger or
          otherwise by any person  (including  for purposes of this Section
          8.3(b) any "person" or "group" as defined in Section  13(d)(3) of
          the  Securities  Exchange  Act) or entity  other  than the Parent
          Corporation or the Acquisition Corporation,  (ii) the acquisition
          by any person or entity other than the Parent  Corporation or the
          Acquisition   Corporation   of  more  than  50   percent  of  the
          consolidated  assets  (determined  based  on book or fair  market
          value) of the Company and its Subsidiaries, (iii) the acquisition
          by any person or entity other than the Parent  Corporation or the
          Acquisition   Corporation   of  more  than  50   percent  of  the
          outstanding  shares of Company Common Stock, (iv) the adoption by
          the Company of any plan of liquidation or the  declaration by the
          Company of any extraordinary dividend or distribution  (including
          any  distribution  of any  shares  of the  capital  stock  of any
          material  Subsidiary) of cash or property  constituting more than
          50 percent of the consolidated  assets  (determined based on book
          or fair market value) of the Company and its  Subsidiaries or (v)
          the  purchase by the Company or any of its  Subsidiaries  of more
          than 50  percent  of the  outstanding  shares of  Company  Common
          Stock.

               (c) Except as  specifically  provided in this  Section  8.3,
          each party will bear its own expenses incurred in connection with
          the transactions  contemplated by this Agreement,  whether or not
          such transactions are consummated.

               (d) In the event of any breach of the covenants set forth in
          Section 6.8,  nothing  contained in this Section 8.3 will prevent
          the  Parent  Corporation  or  the  Acquisition  Corporation  from
          challenging,  by  injunction  or otherwise,  the  termination  or
          attempted   termination  of  this   Agreement   pursuant  to  the
          provisions  of  Section  8.1(e),  but  acceptance  by the  Parent
          Corporation of the payment of the Termination Fee will constitute
          a full and complete  waiver by the Parent  Corporation  of all of
          its rights under this Section 8.3(d) or otherwise.

               (e) The Company  acknowledges that the agreements  regarding
          the payment of fees contained in this Section 8.3 are an integral
          part of the transactions contemplated by this Agreement and that,
          in the absence of such agreements, the Parent Corporation and the
          Acquisition   Subsidiary   would  not  have   entered  into  this
          Agreement.  The Company  accordingly agrees that in the event the
          Company fails to pay the  Termination  Fee promptly,  the Company
          will in  addition  to the  payment of such amount also pay to the
          Parent  Corporation  all of the  reasonable  costs  and  expenses
          (including  reasonable  attorneys' fees and expenses) incurred by
          the Parent  Corporation  in the  enforcement  of its rights under
          this Section 8.3, together with interest on such amount at a rate
          of 10 percent per annum from the date upon which such payment was
          due,  to and  including  the date of payment.  Provided  that the
          Company  was not in  breach of the  provisions  of  Section  6.8,
          payment of the  Termination Fee will constitute full and complete
          satisfaction,  and will constitute the Parent  Corporation's sole
          and  exclusive  remedy for any loss,  liability,  damage or claim
          arising out of or in connection with any such termination of this
          Agreement or the facts and circumstances  resulting in or related
          to this Agreement.

                                 ARTICLE 9

                               MISCELLANEOUS

               Section   9.1    Nonsurvival   of    Representations.    The
   representations  and  warranties  contained in this  Agreement  will not
   survive the Merger or the termination of this Agreement.

               Section 9.2  Remedies.  The parties  agree that  irreparable
   damage would occur in the event that the  provisions  of this  Agreement
   were not  performed  in  accordance  with their  specific  terms.  It is
   accordingly  agreed  that  the  parties  will be  entitled  to  specific
   performance of the terms of this  Agreement,  without  posting a bond or
   other security, this being in addition to any other remedy to which they
   are entitled at law or in equity.

               Section 9.3  Successors  and  Assigns.  No party  hereto may
   assign or delegate any of such party's rights or obligations under or in
   connection with this Agreement  without the written consent of the other
   party  hereto.  Except  as  otherwise  expressly  provided  herein,  all
   covenants and agreements  contained in this Agreement by or on behalf of
   any  of  the  parties  hereto  or  thereto  will  be  binding  upon  and
   enforceable against the respective  successors and assigns of such party
   and  will  be  enforceable  by and  will  inure  to the  benefit  of the
   respective successors and permitted assigns of such party.

               Section 9.4 Amendment.  This Agreement may be amended by the
   execution  and delivery of an written  instrument by or on behalf of the
   Parent Corporation,  the Acquisition  Corporation and the Company at any
   time before or after the  Company  Stockholder  Approval  and the Parent
   Corporation  Stockholder  Approval;  provided that after the date of the
   Company  Stockholder  Approval,  no amendment to this  Agreement will be
   made without the approval of  stockholders  of the Company to the extent
   such approval is required under the Delaware Act.

               Section 9.5 Extension  and Waiver.  At any time prior to the
   Effective  Time,  the parties may extend the time for  performance of or
   waive  compliance  with any of the  covenants or agreements of the other
   parties   to  this   Agreement   and  may  waive   any   breach  of  the
   representations  or  warranties  of such  other  parties.  No  agreement
   extending or waiving any  provision of this  Agreement  will be valid or
   binding  unless it is in writing and is executed and  delivered by or on
   behalf of the party against which it is sought to be enforced.

               Section 9.6 Severability.  Whenever possible, each provision
   of this  Agreement will be interpreted in such manner as to be effective
   and valid under  applicable  law, but if any provision of this Agreement
   is held to be  prohibited  by or  invalid  under  applicable  law,  such
   provision will be ineffective  only to the extent of such prohibition or
   invalidity, without invalidating the remainder of this Agreement.

               Section 9.7  Counterparts.  This  Agreement  may be executed
   simultaneously  in two or more  counterparts,  any one of which need not
   contain the signatures of more than one party, but all such counterparts
   taken together will constitute one and the same Agreement.

               Section 9.8 Descriptive  Headings.  The descriptive headings
   of  this  Agreement  are  inserted  for  convenience  only  and  do  not
   constitute a part of this Agreement.

               Section  9.9  Notices.   All   notices,   demands  or  other
   communications  to be  given or  delivered  under  or by  reason  of the
   provisions  of this  Agreement  will be in writing and will be deemed to
   have been given when delivered  personally to the recipient or when sent
   to the recipient by telecopy (receipt confirmed), one business day after
   the date when sent to the recipient by reputable express courier service
   (charges  prepaid) or three  business days after the date when mailed to
   the recipient by certified or registered mail,  return receipt requested
   and postage prepaid. Such notices, demands and other communications will
   be sent to the  Parent  Corporation  and the  Company  at the  addresses
   indicated below:

         If to the Parent
         Corporation:            General Dynamics Corporation
                                 3190 Fairview Park Drive
                                 Falls Church, Virginia 22041-4523
                                 Attention:        David A. Savner, Esq.
                                                   Senior Vice President and
                                                   General Counsel
                                 Facsimile No: (703) 876-3125


         With a copy (which
         will not constitute
         notice) to:             Jenner & Block
                                 601 13th Street, N.W.
                                 Washington, D.C.  20005
                                 Attention:  Craig A. Roeder, Esq.
                                 Facsimile No: (202) 639-6066


         If to the Company:      Gulfstream Aerospace Corporation
                                 500 Gulfstream Road
                                 Savannah, Georgia 31402
                                 Attention:  Ira Berman, Esq.
                                             Senior Vice President and
                                             General Counsel
                                 Facsimile No: (912) 965-4764

         With a copy (which
         will not constitute
         notice) to:             Fried, Frank, Harris, Shriver & Jacobson
                                 One New York Plaza
                                 New York, New York 10004
                                 Attention: Stephen Fraidin, P.C.
                                             Aviva Diamant, Esq.
                                 Facsimile No: (212) 859-4000

or to such other  address or to the  attention  of such other  party as the
recipient party has specified by prior written notice to the sending party.

          Section 9.10 No Third Party  Beneficiaries.  This  Agreement will
not confer any rights or remedies  upon any person or entity other than the
Parent Corporation,  the Acquisition  Corporation and the Company and their
respective  successors  and permitted  assigns,  except that the respective
beneficiaries  of the provisions of Sections 1.9, 6.9, 6.18,  6.20 and 6.22
will, for all purposes,  be third party  beneficiaries of the covenants and
agreements contained therein and,  accordingly,  will be treated as a party
to this  Agreement  for  purposes  of the rights and  remedies  relating to
enforcement  of such  covenants  and  agreements  and will be  entitled  to
enforce any such rights and exercise any such remedies directly against the
Parent Corporation and the Surviving Corporation.

          Section 9.11 Entire  Agreement.  This  Agreement  (including  the
Confidentiality  Agreement  and the other  documents  referred  to  herein)
constitutes the entire agreement among the parties and supersedes any prior
understandings,  agreements  or  representations  by or among the  parties,
written or oral,  that may have  related in any way to the  subject  matter
hereof.

          Section 9.12  Construction.  The language used in this  Agreement
will be deemed to be the  language  chosen by the parties to express  their
mutual intent and no rule of strict  construction  will be applied  against
any  party.  The  use of the  word  "including"  in  this  Agreement  means
"including without  limitation" and is intended by the parties to be by way
of example rather than limitation.

          Section 9.13 Submission to  Jurisdiction.  Each of the parties to
this Agreement  submits to the  jurisdiction  of any state or federal court
sitting in Wilmington, Delaware, in any action or proceeding arising out of
or  relating  to this  Agreement,  agrees that all claims in respect of the
action or proceeding  may be heard and  determined  in any such court,  and
agrees not to bring any action or proceeding  arising out of or relating to
this  Agreement in any other court.  Each of the parties to this  Agreement
waives any defense of  inconvenient  forum to the maintenance of any action
or proceeding so brought and waives any bond, surety or other security that
might be required of any other party with respect thereto.

          Section  9.14  GOVERNING   LAW.  ALL  QUESTIONS   CONCERNING  THE
CONSTRUCTION,  VALIDITY  AND  INTERPRETATION  OF  THIS  AGREEMENT  AND  THE
SCHEDULES  HERETO WILL BE GOVERNED BY THE INTERNAL  LAW, AND NOT THE LAW OF
CONFLICTS, OF THE STATE OF DELAWARE.

                                   * * * * *
<PAGE>
                                   * * * * *


          IN  WITNESS  WHEREOF,   the  parties  hereto  have  executed  and
delivered this Agreement on the date first written above.



                                 GENERAL DYNAMICS CORPORATION

                                 By/s/ Nicholas D. Chabraja
                                   ----------------------------------
                                             Nicholas D. Chabraja
                                             Chairman  and  Chief  Executive
                                             Officer



                                 TARA ACQUISITION CORPORATION



                                 By /s/David A. Savner
                                   ----------------------------------
                                           David A. Savner
                                           President



                                 GULFSTREAM AEROSPACE CORPORATION



                                 By /s/Theodore J. Forstmann
                                   ----------------------------------
                                             Theodore J. Forstmann
                                             Chairman  and  Chief  Executive
                                             Officer
<PAGE>
                                                                EXHIBIT A-1



                      FORM OF COMPANY AFFILIATE LETTER
                      --------------------------------




General Dynamics Corporation
3190 Fairview Park Drive
Falls Church, Virginia 22042-4523


Ladies and Gentlemen:

          General  Dynamics  Corporation,  a  Delaware  corporation,   Tara
Acquisition Corporation,  a Delaware corporation,  and Gulfstream Aerospace
Corporation,  a Delaware corporation,  are parties to an Agreement and Plan
of  Merger  dated  as  of  May  16,  1999  (the  "Merger  Agreement").  All
capitalized  terms  used  but not  defined  in this  letter  will  have the
respective meanings give such terms in the Merger Agreement.

          The  undersigned,  a record holder and beneficial owner of shares
of Company  Common  Stock,  is entitled to receive  shares of Parent Common
Stock in connection with the Merger. The undersigned  acknowledges that the
undersigned  may be deemed an "affiliate" of the Company within the meaning
of Rule 145 ("Rule 145") promulgated under the Securities Act or Accounting
Series  Releases  130 and 135,  as  amended,  of the SEC (the  "Releases").
Nothing  contained  in this  letter,  however,  is  intended  or  should be
construed  as an  admission  that the  undersigned  is an  affiliate of the
Company  or as a waiver  of any  rights  that the  undersigned  may have to
object to any claim that the  undersigned  is such an affiliate on or after
the date of this letter.

          If in fact the undersigned were an affiliate of the Company under
the Securities Act, the  undersigned's  ability to sell, assign or transfer
the Parent Common Stock received by the undersigned  pursuant to the Merger
may  be  restricted   unless  such  transaction  is  registered  under  the
Securities Act or an exemption  from such  registration  is available.  The
undersigned  (i)  understands  that such  exemptions  are limited and that,
except  as  provided  for in the  Merger  Agreement  and  the  registration
agreement  referred to in the Merger Agreement,  the Parent  Corporation is
not  under any  obligation  to effect  any such  registration  and (ii) has
obtained advice of counsel to the extent the undersigned has felt necessary
as to the nature and conditions of such exemptions,  including  information
with respect to the  applicability  to the sale of such securities of Rules
144 and 145(d) promulgated under the Securities Act.

          The  undersigned  agrees  with the  Parent  Corporation  that the
undersigned  will not sell,  assign or transfer any shares of Parent Common
Stock received by the  undersigned in exchange for shares of Company Common
Stock   pursuant  to  the  Merger  except  (i)  pursuant  to  an  effective
registration  statement  under the Securities  Act, (ii) in conformity with
Rule 145  promulgated  under the  Securities  Act or (iii) in a transaction
that,  in the opinion of counsel  reasonably  satisfactory  to Parent or as
described in a  "no-action"  or  interpretive  letter from the staff of the
SEC, is not required to be registered under the Securities Act.

          The  undersigned  further  agrees with Parent  Corporation  that,
until after such time as a report  including  results  covering at least 30
days of combined  operations of the Company and the Parent  Corporation has
been published by the Parent  Corporation or the Merger  Agreement has been
terminated in accordance with its terms,  the  undersigned  will not reduce
its risk  (within  the  meaning of the  Releases)  with  respect to (i) any
shares of  Company  Common  Stock  held by it or (ii) any  shares of Parent
Common  Stock  received by it in the Merger.  The Parent  Corporation  will
promptly notify the undersigned  when such report has been published by the
Parent Corporation.

          The Parent Corporation will prepare and publicly release, as soon
as  practicable  and in any event within 10 business days following the end
of the first  accounting  month  ending at least 30 days after the  Closing
Date, a report  filed with the SEC on Form 8-K or any other public  filing,
statement or  announcement  which includes the combined  financial  results
(including combined sales and net income) of the Parent Corporation and the
Company  for a period  of at least 30 days of  combined  operations  of the
Parent Corporation and the Company following the Closing Date.

          In the event of a sale or other disposition  pursuant to Rule 145
of Parent  Common  Stock  received by the  undersigned  in the Merger,  the
undersigned  will  supply  the  Parent  Corporation  with  evidence  of its
compliance  with Rule 145 by delivering to the Parent  Corporation a letter
in the form of Annex I hereto. The undersigned  understands that the Parent
Corporation may instruct its transfer agent to withhold the transfer of any
Parent Common Stock disposed of by the  undersigned,  but that upon receipt
of such  evidence of  compliance  the transfer  agent will  effectuate  the
transfer of the Parent Common Stock sold as indicated in the letter.

          The  undersigned  acknowledges  and agrees that the Parent Common
Stock issued to the undersigned  will all be in certificated  form and that
appropriate  legends  will be placed on  certificates  representing  Parent
Common  Stock  received  by the  undersigned  in the  Merger  or  held by a
transferee thereof, which legends will be removed by delivery of substitute
certificates  upon receipt of an opinion in form and  substance  reasonably
satisfactory  to the Parent  Corporation  or a "no action" or  interpretive
letter  from the staff of the SEC to the effect  that such  legends  are no
longer  required for purposes of the  Securities Act or upon the receipt of
the letters referred to in the preceding paragraph.

          The  Parent  Corporation  covenants  that  for so long and to the
extent  necessary  to permit the  undersigned  to sell the shares of Parent
Common Stock pursuant to Rule 145 and, to the extent  applicable,  Rule 144
under the  Securities  Act,  the Parent  Corporation  will (i) use its best
efforts to file,  on a timely  basis,  all reports and data  required to be
filed by it with the SEC pursuant to Section 13 of the Securities  Exchange
Act and to furnish to the undersigned  upon request a written  statement as
to  whether  the  Parent  Corporation  has  complied  with  such  reporting
requirements  during the 12 months preceding any proposed sale of shares of
Parent Common Stock by the  undersigned  under Rule 145 and (ii)  otherwise
take such action as may be reasonably available to permit the sale or other
disposition of the Parent Common Stock by the undersigned under Rule 145 in
accordance with the terms thereof..

          The undersigned  acknowledges  that the undersigned has carefully
read  this  letter  and  understands  the   requirements   hereof  and  the
limitations  imposed  upon  the  distribution,   sale,  transfer  or  other
disposition  of Parent  Common  Stock and that the  receipt  by the  Parent
Corporation of this letter is a material  inducement and a condition to the
Parent Corporation's obligation to consummate the Merger.


                                             Very truly yours,


   Dated:
<PAGE>
                                  ANNEX I
                               TO EXHIBIT A-1
                               --------------



General Dynamics Corporation
3190 Fairview Park Drive
Falls Church, Virginia 22042-4523


Ladies and Gentlemen:

          On  ___________,  the  undersigned  sold the shares of the Common
Stock,  par value $1.00 per share , of General  Dynamics  Corporation  (the
"Parent  Corporation")  described  below (the  "Shares").  The Shares  were
received  by  the  undersigned  in  connection  with  the  merger  of  Tara
Acquisition Corporation,  a subsidiary of the Parent Corporation,  with and
into Gulfstream Aerospace Corporation.

          Based  upon the most  recent  report  or  statement  filed by the
Parent Corporation with the Securities and Exchange Commission,  the Shares
sold by the undersigned were within the prescribed limitations set forth in
Rule 144(e)  promulgated  under the Securities Act of 1933, as amended (the
"Securities Act").

          The  undersigned  hereby  represents that the Shares were sold in
"brokers'   transactions"  within  the  meaning  of  Section  4(4)  of  the
Securities  Act or in  transactions  directly with a "market maker" as that
term is defined in Section 3(a)(38) of the Securities Exchange Act of 1934,
as amended. The undersigned further represents that the undersigned has not
solicited or arranged for the solicitation of orders to buy the Shares, and
that the  undersigned has not made any payment in connection with the offer
or sale of the Shares to any person  other than to the broker who  executed
the order in respect of such sale.


                                             Very truly yours,




   Dated:
<PAGE>
                                                                EXHIBIT A-2



                FORM OF PARENT CORPORATION AFFILIATE LETTER





Gulfstream Aerospace Corporation
500 Gulfstream Road
Savannah, Georgia 31402-2206

General Dynamics Corporation
3190 Fairview Park Drive
Falls Church, Virginia 22042-4523


Ladies and Gentlemen:


          General  Dynamics  Corporation,  a  Delaware  corporation,   Tara
Acquisition Corporation,  a Delaware corporation,  and Gulfstream Aerospace
Corporation,  a Delaware corporation,  are parties to an Agreement and Plan
of  Merger  dated  as of  May  16 ,  1999  (the  "Merger  Agreement").  All
capitalized  terms  used  but not  defined  in this  letter  will  have the
respective meanings give such terms in the Merger Agreement.

          The  undersigned  is the record  holder and  beneficial  owner of
shares  of Parent  Common  Stock.  The  undersigned  acknowledges  that the
undersigned may be deemed an "affiliate" of the Parent  Corporation  within
the meaning of Accounting  Series Releases 130 and 135, as amended,  of the
SEC  (the  "Releases").  Nothing  contained  in this  letter,  however,  is
intended or should be construed as an admission that the  undersigned is an
affiliate of the Parent  Corporation  or as a waiver of any rights that the
undersigned may have to object to any claim that the undersigned is such an
affiliate on or after the date of this letter.

          The undersigned  agrees with Parent Corporation that, until after
such  time as a  report  including  results  covering  at  least 30 days of
combined  operations  of the  Company and the Parent  Corporation  has been
published  by the  Parent  Corporation  or the  Merger  Agreement  has been
terminated in accordance with its terms,  the  undersigned  will not reduce
its risk (within the meaning of the Releases) with respect to any shares of
Parent  Common  Stock  held  of  record  or  owned   beneficially   by  the
undersigned.  The Parent  Corporation  will promptly notify the undersigned
when such report has been published by the Parent Corporation.

          The undersigned  acknowledges  that the undersigned has carefully
read  this  letter  and  understands  the   requirements   hereof  and  the
limitations  imposed  upon  the  distribution,   sale,  transfer  or  other
disposition  of Parent  Common  Stock and that the  receipt  by the  Parent
Corporation of this letter is a material  inducement and a condition to the
Company's obligation to consummate the Merger.


                                             Very truly yours,




   Dated: