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                                                                  Exhibit 10.17

                                   VYSIS, INC.
                          1998 LONG TERM INCENTIVE PLAN


      1. PURPOSE. The purpose of this Vysis, Inc. 1998 Long Term Incentive Plan
(the "Plan") is to increase stockholder value and to advance the interests of
Vysis, Inc. ("Vysis") and its subsidiaries (collectively, the "Company") by
awarding equity and performance based incentives designed to attract, retain and
motivate employees. As used in the Plan, the term "subsidiary" means any
business, whether or not incorporated, in which Vysis has an ownership interest.

      2. ADMINISTRATION.

            2.1.  ADMINISTRATION BY COMMITTEE. The Plan shall be administered
by (a) the Board of Directors of Vysis, or (b) the Compensation Committee of
the Board of Directors of Vysis or a subcommittee thereof (the "Committee"),
which Committee shall consist of two or more persons who constitute
"non-employee directors" within the meaning of Rule 16b-3 promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and
"outside directors" within the meaning of Treas. Reg. Section 1.162-27(e)(3);
provided, however, that if at any time when the Compensation Committee of the
Board of Directors does not have at least two members meeting the foregoing
requirements, the Plan shall be administered by the full Board of Directors
and references herein to "Committee" shall mean the full Board of Directors.

            2.2.  AUTHORITY. Subject to the provisions of the Plan, the
Committee shall have the authority to (a) manage and control the operation of
the Plan, (b) interpret and construe the provisions of the Plan, and prescribe,
amend and rescind rules and regulations relating to the Plan, (c) make Awards
under the Plan, in such forms and amounts and subject to such restrictions,
limitations and conditions as it deems appropriate, including, without
limitation, Awards which are made in combination with or in tandem with other
Awards (whether or not contemporaneously granted) or compensation or in lieu of
current or deferred compensation, (d) modify the terms of, cancel and reissue,
or repurchase outstanding Awards (including, but not limited to, repurchasing or
settling any Option (as defined in subsection 6.1) in cash upon a Change in
Control (as defined in subsection 12.2)), (e) prescribe the form of agreement,
certificate or other instrument evidencing any Award under the Plan, (f) correct
any defect or omission and reconcile any inconsistency in the Plan or in any
Award hereunder, (g) extend the exercise or vesting date of any Award under the
Plan, (h) accelerate the vesting or exercise date of any Award under the plan,
and (i) make all other determinations and take all other actions as it deems
necessary or desirable for the implementation and administration of the Plan;
provided, however, that in no event shall the Committee cancel or modify any
Option granted on or after October 1, 1998 for the purpose of reissuing an
additional option to the option holder at a lower exercise price. The
determination of the Committee on matters within its authority shall be
conclusive and binding on the Company and all other persons.

      3. PARTICIPATION. Subject to the terms and conditions of the Plan, the
Committee shall determine and designate, from time to time, from among the
employees of the Company who are

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key executives or managerial employees and consultants who provide services to
the Company those persons who will be granted one or more Awards under the Plan,
and thereby become "Participants" in the Plan. In the discretion of the
Committee, and subject to the terms of the Plan, a Participant may be granted
any Award permitted under the provisions of the Plan, and more than one Award
may be granted to a Participant; provided, however, that only employees of the
Company may be awarded Incentive Stock Options (as defined in subsection 6.1)
under the Plan. Except as otherwise agreed by the Committee and the Participant,
or except as otherwise provided in the Plan, an Award under the Plan shall not
affect any previous Award under the Plan or an award under any other plan
maintained by the Company. For purposes of the Plan, the term "Award" shall mean
any award or benefit granted to any Participant under the Plan.

      4. DEFINITION OF FAIR MARKET VALUE. For purposes of the Plan, the "Fair
Market Value" of a share of common stock of Vysis ("Stock") as of any date shall
be the closing market composite price for such Stock as reported on NASDAQ on
that date or, if Stock is not traded on that date, on the immediately preceding
date on which Stock was traded.

      5. SHARES SUBJECT TO THE PLAN.

      5.1.  NUMBER OF SHARES RESERVED. The shares of Stock with respect to which
Awards may be made under the Plan shall be shares currently authorized but
unissued or currently held or subsequently acquired by Vysis as treasury shares,
including shares purchased in the open market or in private transactions.
Subject to the provisions of subsection 5.4, the number of shares of Stock which
may be issued with respect to Awards under the Plan shall not exceed 1.5 million
shares.

      5.2.  INDIVIDUAL LIMITS ON AWARDS. Notwithstanding any other provision of
the Plan to the contrary, the maximum aggregate number of shares of Stock that
may be granted or awarded to any Participant under the Plan for any calendar
year shall be 250,000 and the maximum aggregate cash payout with respect to
grants or awards under the Plan in any calendar year to any Covered Employee
(within the meaning of section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code")), shall be $25,000,000. The determination made under the
foregoing provisions of this subsection 5.2 shall be based on the shares subject
to the Awards at the time of grant, regardless of when the Awards become
exercisable.

      5.3.  REUSAGE OF SHARES.

      (a)   In the event of the exercise or termination (by reason of
            forfeiture, expiration, cancellation, surrender or otherwise) of any
            Award under the Plan, that number of shares of Stock that was
            subject to the Award but not delivered shall again be available for
            Awards under the Plan.

      (b)   In the event that shares of Stock are delivered under the Plan as a
            Stock Award (as defined in Section 8) and are thereafter forfeited
            or reacquired by the


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            Company pursuant to rights reserved upon the award thereof, such
            forfeited or reacquired shares shall again be available for Awards
            under the Plan.

      (c)   Notwithstanding the provisions of paragraphs (a) or (b), the
            following shares shall not be available for reissuance under the
            Plan: (i) shares with respect to which the Participant has received
            the benefits of ownership (other than voting rights), either in the
            form of dividends or otherwise; (ii) shares which are withheld from
            any award or payment under the Plan to satisfy tax withholding
            obligations (as described in subsection 11.4); (iii) shares which
            are surrendered to fulfill tax obligations (as described in
            subsection 11.4); and (iv) shares which are surrendered in payment
            of the Option Price (as defined in subsection 6.3) upon the exercise
            of an Option.

      5.4.  ADJUSTMENTS TO SHARES RESERVED. In the event of any merger,
consolidation, reorganization, recapitalization, spinoff, stock dividend, stock
split, reverse stock split, exchange or other distribution with respect to
shares of Stock or other change in the corporate structure or capitalization
affecting the Stock, the type and number of shares of Stock which are or may be
subject to awards under the Plan and the terms of any outstanding awards
(including the price at which shares of Stock may be issued pursuant to an
outstanding award) shall be equitably adjusted by the Committee, in its sole
discretion, to preserve the value of benefits awarded or to be awarded to
Participants under the Plan.

      6. OPTIONS.

      6.1. DEFINITIONS. The grant of an "Option" under this Section 6 entitles
the Participant to purchase shares of Stock at the Option Price (determined
under subsection 6.3), subject to the terms of this Section 6. Options granted
under this Section 6 may be either Incentive Stock Options or Non-Qualified
Stock Options, as determined in the discretion of the Committee. An "Incentive
Stock Option" is an Option that is intended to satisfy the requirements
applicable to an "incentive stock option" described in section 422(b) of the
Code. A "Non-Qualified Stock Option" is an Option that is not intended to be an
"incentive stock option" as that term is described in section 422(b) of the
Code.

      6.2. RESTRICTIONS RELATING TO INCENTIVE STOCK OPTIONS. To the extent that
the aggregate fair market value of Stock with respect to which Incentive Stock
Options are exercisable for the first time by any individual during any calendar
year (under all plans of the Company) exceeds $100,000, such options shall be
treated as Non-Qualified Stock Options, to the extent required by section 422 of
the Code.

      6.3. OPTION PRICE. The price at which shares of Stock may be purchased
upon the exercise of an Option (the "Option Price") shall be established by the
Committee or shall be determined by a method established by the Committee at the
time the Option is granted; provided, however, that in no event shall such price
be less than the greater of: (i) 100% of the


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Fair Market Value (as defined in Section 4) of a share of Stock as of the date
on which the Option is granted; or (ii) the par value of a share of Stock on
such date.

      6.4. EXERCISE. Except as otherwise expressly provided in the Plan, an
Option may be exercised, in whole or in part, in accordance with terms and
conditions established by the Committee at the time of grant; provided, however,
that no Option shall be exercisable after the Expiration Date (as defined in
Section 10) applicable to that Option. The full Option Price of each share of
Stock purchased upon the exercise of any Option shall be paid at the time of
such exercise (except that, in the case of a cashless exercise arrangement
approved by the Committee, payment may be made as soon as practicable after the
exercise) and, as soon as practicable thereafter, a certificate representing the
shares so purchased shall be delivered to the person entitled thereto. The
Option Price shall be payable in cash or in shares of Stock (valued at Fair
Market Value as of the day of exercise), or in any combination thereof, as
determined by the Committee and, to the extent provided by the Committee, a
Participant may elect to pay the Option Price upon the exercise of an Option
through a cashless exercise arrangement. The exercise of an Option will result
in the surrender of the corresponding rights under a tandem Stock Appreciation
Right, if any.

      6.5. POST-EXERCISE LIMITATIONS. The Committee, in its discretion, may
impose such restrictions on shares of Stock acquired pursuant to the exercise of
an Option (including stock acquired pursuant to the exercise of a tandem Stock
Appreciation Right) as it determines to be desirable, including, without
limitation, restrictions relating to disposition of the shares and forfeiture
restrictions based on service, performance, Stock ownership by the Participant,
and such other factors as the Committee determines to be appropriate.

      7.    STOCK APPRECIATION RIGHTS

      7.1. DEFINITION. Subject to the terms of this Section 7, a "Stock
Appreciation Right" granted under the Plan entitles the Participant to receive,
in cash or Stock, value equal to all or a portion of the excess of: (a) the Fair
Market Value of a specified number of shares of Stock at the time of exercise;
over (b) a specified price which shall not be less than 100% of the Fair Market
Value of the Stock at the time the Stock Appreciation Right is granted, or, if
granted in tandem with an Option, the exercise price with respect to shares
under the tandem Option.

      7.2. EXERCISE. If a Stock Appreciation Right is not in tandem with an
Option, then the Stock Appreciation Right shall be exercisable in accordance
with the terms established by the Committee in connection with such rights after
the Expiration Date applicable to that Stock Appreciation Right. If a Stock
Appreciation Right is in tandem with an Option, then the Stock Appreciation
Right shall be exercisable at the time the tandem Option is exercisable. The
exercise of a Stock Appreciation Right will result in the surrender of the
corresponding rights under the tandem Option.

      7.3. SETTLEMENT OF AWARD. Upon the exercise of a Stock Appreciation Right,
the value to be distributed to the Participant, in accordance with subsection
7.1, shall be distributed in shares


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of Stock (valued at their Fair Market Value at the time of exercise), in cash,
or in a combination thereof, in the discretion of the Committee.

      7.4. POST-EXERCISE LIMITATIONS. The Committee, in its discretion, may
impose such restrictions on shares of Stock acquired pursuant to the exercise of
a Stock Appreciation Right as it determines to be desirable, including, without
limitation, restrictions relating to disposition of the shares and forfeiture
restrictions based on service, performance, ownership of Stock by the
Participant, and such other factors as the Committee determines to be
appropriate.

      8. STOCK AWARDS.

      8.1. DEFINITION. Subject to the terms of this Section 8, a "Stock Award"
under the Plan is a grant of shares of Stock to a Participant, the earning,
vesting or distribution of which is subject to one or more conditions
established by the Committee. Such conditions may relate to events (such as
performance or continued employment) occurring before or after the date the
Stock Award is granted, or the date the Stock is earned by, vested in or
delivered to the Participant. If the vesting of Stock Awards is subject to
conditions occurring after the date of grant, the period beginning on the date
of grant of a Stock Award and ending on the vesting or forfeiture of such Stock
(as applicable) is referred to as the "Restricted Period". Stock Awards may
provide for delivery of the shares of Stock at the time of grant, or may provide
for a deferred delivery date.

      8.2. TERMS AND CONDITIONS OF AWARDS. Beginning on the date of grant (or,
if later, the date of distribution) of shares of Stock comprising a Stock Award,
and including any applicable Restricted Period, the Participant, as owner of
such shares, shall have the right to vote such shares; provided, however, that
payment of dividends with respect to Stock Awards shall be subject to the
following:

      (a)   On and after date that a Participant has a fully earned and vested
            right to the shares comprising a Stock Award, and the shares have
            been distributed to the Participant, the Participant shall have all
            dividend rights (and other rights) of a stockholder with respect to
            such shares.

      (b)   Prior to the date that a Participant has a fully earned and vested
            right to the shares comprising a Stock Award, the Committee, in its
            sole discretion, may award Dividend Rights (as defined below) with
            respect to such shares.

      (c)   On and after the date that a Participant has a fully earned and
            vested right to the shares comprising a Stock Award, but before the
            shares have been distributed to the Participant, the Participant
            shall be entitled to Dividend Rights with respect to such shares, at
            the time and in the form determined by the Committee.

A "Dividend Right" with respect to shares comprising a Stock Award shall entitle
the Participant, as of each dividend payment date, to an amount equal to the
dividends payable with respect to a share of Stock multiplied by the number of
such shares. Dividend Rights shall be


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settled in cash or in shares of Stock, as determined by the Committee, shall be
payable at the time and in the form determined by the Committee, and shall be
subject to such other terms and conditions as the Committee may determine.

      9. PERFORMANCE UNITS.

      9.1. DEFINITION. Subject to the terms of this Section 9, the Award of
"Performance Units" under the Plan entitles the Participant to receive value for
the units at the end of a Performance Period to the extent provided under the
Award. The number of units earned, and the value received for them, will be
contingent on the degree to which the performance measures established at the
time of grant of the Award are met. For purposes of the Plan, the "Performance
Period" with respect to the award of any Performance Units shall be the period
over which the applicable performance is to be measured.

      9.2. TERMS AND CONDITIONS OF AWARDS. For each Participant, the Committee
will determine the value of units, which may be stated either in cash or in
units representing shares of Stock; the performance measures used for
determining whether the Performance Units are earned; the Performance Period
during which the performance measures will apply; the relationship between the
level of achievement of the performance measures and the degree to which
Performance Units are earned; whether, during or after the Performance Period,
any revision to the performance measures or Performance Period should be made to
reflect significant events or changes that occur during the Performance Period;
and the number of earned Performance Units that will be paid in cash and the
number of earned Performance Units to be paid in shares of Stock.

      9.3. SETTLEMENT. Settlement of Performance Units shall be subject to the
following:

      (a)   the Committee will compare the actual performance to the performance
            measures established for the Performance Period and determine the
            number of units as to which settlement is to be made, and the value
            of such units.

      (b)   Settlement of units earned shall be wholly in cash, wholly in Stock
            or in a combination of the two, to be distributed in a lump sum or
            installments, as determined by the Committee.

            (i)   For Performance Units stated in units representing shares of
                  Stock when granted, one share of Stock will be distributed for
                  each unit earned, or cash will be distributed for each unit
                  earned equal to either (A) the Fair Market Value of a share of
                  Stock at the end of the Performance Period or (B) the average
                  Stock value over a period determined by the Committee.

            (ii)  For Performance Units stated in cash when granted, the value
                  of each unit earned will be distributed in its initial cash
                  value, or shares of Stock will be distributed based on the
                  cash value of the units earned divided by (A)


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                  the Fair Market Value of a share of Stock at the end of the
                  Performance Period or (B) the average Stock value over a
                  period determined by the Committee.

      (c)   Shares of Stock distributed in settlement of the units shall be
            subject to such vesting requirements and other conditions, if any,
            as the Committee shall determine.

      9.4. TERMINATION DURING PERFORMANCE PERIOD. If a Participant's termination
of employment with the Company occurs during a Performance Period with respect
to any Performance Units granted to him, the Committee may determine that the
Participant will be entitled to settlement of all or any portion of the
Performance Units as to which he would otherwise be eligible, and may accelerate
the determination of the value and settlement of such Performance Units or make
such other adjustments as the Committee, in its sole discretion, deems
desirable.

      10. EXPIRATION OF AWARDS. The "Expiration Date" with respect to an Award
under the Plan means the date established as the Expiration Date by the
Committee at the time of the grant; provided, however, that the Expiration Date
with respect to any Award shall not be later than the earliest to occur of:

      (a)   the ten-year anniversary of the date on which the Award is granted;

      (b)   if the Participant's termination of employment with the Company
            occurs on account of disability, the one-year anniversary of such
            termination of employment;

      (c)   if the Participant's termination of employment with the Company
            occurs by reason of retirement, the three-year anniversary of such
            termination of employment;

      (d)   the three-month anniversary of the Participant's death, either while
            employed or thereafter; or

      (e)   if the Participant's termination of employment with the Company
            occurs for reasons other than retirement or disability, the
            three-month anniversary of such termination of employment.

If a Stock Appreciation Right is in tandem with an Option, then the "Expiration
Date" for the Stock Appreciation Right shall be the Expiration Date for the
related Option.

      11.   MISCELLANEOUS.


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      11.1. EFFECTIVE DATE. The Plan shall be effective upon its adoption by the
Board of Directors of Vysis (the "Board"). The Plan shall be unlimited in
duration and, in the event of Plan termination, shall remain in effect as long
as any Awards under it are outstanding; provided, however, that no Incentive
Stock Options may be granted under the Plan on a date that is more than ten
years from the date the Plan is adopted.

      11.2. LIMIT ON DISTRIBUTION. Distribution of shares of Stock or other
amounts under the Plan shall be subject to the following:

      (a)   Notwithstanding any other provision of the Plan, Vysis shall have no
            liability to deliver any shares of Stock under the Plan or make any
            other distribution of benefits under the Plan unless such delivery
            or distribution would comply with all applicable laws and the
            applicable requirements of any securities exchange or similar
            entity.

      (b)   In the case of a Participant who is subject to Section 16(a) and
            16(b) of the Exchange Act, the Committee may, at any time, add such
            conditions and limitations to any Award to such Participant, or any
            feature of any such Award, as the Committee, in its sole discretion,
            deems necessary or desirable to comply with Section 16(a) or 16(b)
            and the rules and regulations thereunder or to obtain any exemption
            therefrom.

      (c)   To the extent that the Plan provides for issuance of certificates to
            reflect the transfer of shares of Stock, the transfer of such shares
            may be effected on a non-certificated basis, to the extent not
            prohibited by applicable law or the rules of any stock exchange.

      11.3. PERFORMANCE-BASED COMPENSATION. To the extent that the Committee
determines that it is necessary or desirable to conform any Awards under the
Plan with the requirements applicable to "Performance-Based Compensation", as
that term is used in section 162(m)(4)(C) of the Code, it may, at or prior to
the time an Award is granted, take such steps and impose such restrictions with
respect to such Award as it determines to be necessary or desirable.

      11.4. WITHHOLDING. All Awards and other payments under the Plan are
subject to withholding of all applicable taxes, which withholding obligations
may be satisfied, with the consent of the Committee, through the surrender of
shares of Stock which the Participant already owns, or to which a Participant is
otherwise entitled under the Plan.

      11.5. TRANSFERABILITY. Awards under the Plan are not transferable except
as designated by a Participant by will or by the laws of descent and
distribution. To the extent that the Participant who receives an Award under the
Plan has the right to exercise such Award, the Award may be exercised during the
lifetime of the Participant only by the Participant.


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      11.6. NOTICES. Any notice or document required to be filed with the
Committee under the Plan will be properly filed if delivered or mailed by
registered mail, postage prepaid, to the Committee, in care of Vysis, at its
principal executive offices. The Committee may, by advance written notice to
affected persons, revise such notice procedure from time to time. Any notice
required under the Plan (other than a notice of election) may be waived by the
person entitled to notice.

      11.7. FORM AND TIME OF ELECTIONS. Unless otherwise specified herein, each
election required or permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification or
revocation thereof, shall be in writing filed with the Committee at such times,
in such form, and subject to such restrictions and limitations, not inconsistent
with the terms of the Plan, as the Committee shall require.

      11.8. AGREEMENT WITH VYSIS. At the time of an Award to a Participant under
the Plan, the Committee may require a Participant to enter into an agreement
with Vysis (the "Agreement") in a form specified by the Committee, agreeing to
the terms and conditions of the Plan and to such additional terms and
conditions, not inconsistent with the Plan, as the Committee may, in its sole
discretion, prescribe.

      11.9. LIMITATION OF IMPLIED RIGHTS.

      (a)   Neither a Participant nor any other person shall, by reason of the
            Plan, acquire any right in or title to any assets, funds or property
            of the Company whatsoever, including, without limitation, any
            specific funds, assets, or other property which the Company, in its
            sole discretion, may set aside in anticipation of a liability under
            the Plan. A Participant shall have only a contractual right to
            benefits or amounts, if any, payable under the Plan, unsecured by
            any assets of the Company. Nothing contained in the Plan shall
            constitute a guarantee by the Company that the assets of the Company
            shall be sufficient to pay any amounts or benefits to any person.

      (b)   The Plan does not constitute a contract of employment, and selection
            as a Participant will not give any employee the right to be retained
            in the employ of the Company, nor any right or claim to any benefit
            or payment under the Plan, unless such right or claim has
            specifically accrued under the terms of the Plan. Except as
            otherwise provided in the Plan, no Award under the Plan shall confer
            upon the holder thereof any right as a shareholder of Vysis prior to
            the date on which he fulfills all service requirements and other
            conditions for receipt of such rights.

      11.10. EVIDENCE. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.


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      11.11. GENDER AND NUMBER. Where the context admits, words in one gender
shall include the other gender, words in the singular shall include the plural
and the plural shall include the singular.

      12. CHANGE IN CONTROL.

      12.1. ACCELERATION. Except as otherwise provided in the Plan or the
Agreement reflecting the applicable Award, upon the occurrence of a Change in
Control:

      (a)   All outstanding Options (regardless of whether in tandem with Stock
            Appreciation Rights) and Stock Appreciation Rights (regardless of
            whether in tandem with Options) shall become fully exercisable.

      (b)   All Stock Awards shall become fully vested.

      (c)   Performance Units may be paid out in such manner and amounts as
            determined by the Committee.

      12.2. DEFINITION OF CHANGE IN CONTROL. For purposes of the Plan, the term
"Change in Control" means a change in the beneficial ownership of the Company's
voting stock or a change in the composition of the Board which occurs as
follows:

      (a)   any "Person" (as such term is used in Section 13(d) and 14(d)(2) of
            the Exchange Act), other than Vysis, any entity owned, directly or
            indirectly, by the stockholders of Vysis in substantially the same
            proportions as their ownership of stock of Vysis, and any trustee or
            other fiduciary holding securities under an employee benefit plan of
            Vysis or its subsidiaries or such proportionately owned corporation)
            becomes through acquisitions of securities of Vysis after the
            Effective Date of the Plan, the "beneficial owner" (as defined in
            Rule 13d-3 promulgated under the Exchange Act), directly or
            indirectly, of securities of Vysis representing 40% or more of the
            combined voting power of Vysis' then outstanding securities having
            the right to vote for the election of directors;

      (b)   the stockholders of Vysis approve a merger or consolidation of Vysis
            with any other corporation, other than (A) a merger or consolidation
            which would result in the voting securities of Vysis outstanding
            immediately prior thereto continuing to represent (either by
            remaining outstanding or by being converted into voting securities
            of the surviving entity) more than 50% of the combined voting power
            of the voting securities of Vysis or such surviving entity
            outstanding immediately after such merger or consolidation, or (B) a
            merger or consolidation effected to implement a recapitalization of
            Vysis (or similar transaction) in which no Person acquires more than
            15% of Vysis' then outstanding securities having the right to vote
            for the election of directors;


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      (c)   the stockholders of Vysis approve a plan of complete liquidation of
            Vysis or an agreement for the sale or disposition by Vysis of all or
            substantially all of Vysis' assets (or any transaction having a
            similar effect); or

      (d)   during any 24 month period, individuals who at the beginning of such
            period constitute the board of directors of Vysis, and any new
            director (other than a director designated by a Person who has
            entered into an agreement with Vysis to effect a transaction
            described in paragraph (a), (b) or (c) of this subsection 12.2)
            whose election by the board or nomination for election by Vysis'
            stockholders was approved by a vote of at least two-thirds of the
            directors then still in office who either were directors at the
            beginning of the period or whose election or nomination for election
            was previously so approved, cease for any reason to constitute at
            least a majority thereof.

13.   AMENDMENT AND TERMINATION.

      The Board may, at any time, amend or terminate the Plan, provided that,
subject to subsection 5.4 (relating to certain adjustments to shares), no
amendment or termination may materially adversely affect the rights of any
Participant or beneficiary under any Award made under the Plan prior to the date
such amendment is adopted by the Board. Notwithstanding the foregoing or any
other provision of the Plan or any Award agreement, the Board or the Committee
may amend the Plan or the terms of any Award to the extent it deems necessary to
preserve pooling-of-interest accounting treatment for any transaction which is
intended to be accounted for through such accounting method.


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