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                                                                    EXHIBIT 10.3


                          HUSSMANN INTERNATIONAL, INC.

                              STOCK INCENTIVE PLAN
                         (AMENDED AS OF APRIL 9, 1998)

1. DEFINITIONS

   The following definitions shall be applicable throughout this Plan:
   
        (a)  "Code" shall mean the Internal Revenue Code of 1986, as the
   same may be amended from time to time.  Reference in the Plan to any
   section of the Code shall be deemed to include any amendments or
   successor provision to such section and any regulations under such
   section.
   
        (b)  "Committee" shall mean the Committee selected by the Board of
   Directors as provided in Paragraph 4, consisting of two or more members
   of the Board of Directors, each of whom shall be (i) a "Non-Employee
   Director" within the meaning of Rule 16b-3 under the Exchange Act, and
   (ii) an "outside director" within the meaning of Section 162(m) of the
   Code.
   
        (c)  "Common Stock" shall mean common stock of the Corporation, with
   par value of $.001 per share.
   
        (d)  "Corporation" shall mean Hussmann International, Inc., a
   Delaware corporation.
   
        (e)  "Exchange Act" shall mean the Securities Exchange Act of 1934,
   as amended.
   
        (f)  "Holder" shall mean an individual who has been granted an
   Option, Restricted Stock Award or Performance Award.
   
        (g)  "Option" shall mean any option granted under the Plan for the
   purchase of Common Stock.
   
        (h)  "Performance Award" shall mean an award granted under the
   Performance Award provisions of the Plan.
   
        (i)  "Plan" shall mean the Corporation's Stock Incentive Plan, as
   amended from time to time.
   
        (j)  "Restricted Stock Award" shall mean an award of Common Stock
   granted under the Restricted Stock Award provisions of the Plan.


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        (k)  "Retirement" shall mean cessation of active employment or
   service with the Corporation or a subsidiary pursuant to the
   Corporation's retirement policies and programs.
   
        (l)  "SAR" shall mean a stock appreciation right which is issued in
   tandem with, or by reference to, an Option, which entitles the Holder
   thereof to receive, upon exercise of such SAR and surrender for
   cancellation of all or a portion of such Option, shares of Common Stock,
   cash or a combination thereof with an aggregate value equal to the excess
   of the fair market value of one share of Common Stock on the date of
   exercise over the purchase price specified in such Option, multiplied by
   the number of shares of Common Stock subject to such Option, or portion
   thereof, which is surrendered.

2. PURPOSE

     It is the purpose of the Plan to provide a means through which the
Corporation may attract able persons to enter its employ and the employ of its
subsidiaries, to serve as directors and to provide a means whereby those
persons upon whom the responsibilities of the successful administration and
management of the Corporation or its subsidiaries rest, and whose present and
potential contributions to the welfare of the Corporation or its subsidiaries
are of importance, can acquire and maintain stock ownership.  Such persons
should thus have a greater than ordinary concern for the welfare of the
Corporation and/or its subsidiaries and would be expected to strengthen and
maintain a desire to remain in the employ or service of the Corporation or its
subsidiaries.  It is a further purpose of the Plan to provide such persons with
additional incentive and reward opportunities designed to enhance the
profitable growth of the Corporation.  So that the maximum incentive can be
provided each participant in the Plan by granting such participant an Option or
award best suited to such participant's circumstances, the Plan provides for
granting "incentive stock options" (as defined in Section 422 of the Code) and
nonqualified stock options (with or without SARs), Restricted Stock Awards and
Performance Awards, or any combination of the foregoing.

3. EFFECTIVE DATE AND DURATION OF THE PLAN

     The Plan is subject to approval by Whitman Corporation ("Whitman"), the
sole shareholder of the Corporation, and shall become effective concurrently
with the distribution by Whitman to its shareholders of all of the outstanding
shares of Common Stock held by Whitman (the "Distribution").  The Plan may be
submitted at the 1999 annual meeting of the shareholders of the Corporation for
approval in accordance with Section 162(m) of the Code.  The Plan shall remain
in effect until all Options granted under the Plan have been exercised, all
restrictions imposed upon Restricted Stock Awards have been eliminated and all
Performance Awards have been satisfied.



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4. ADMINISTRATION

     The members of the Committee shall be selected by the Board of Directors
to administer the Plan.  A majority of the Committee shall constitute a quorum.
Subject to the express provisions of the Plan, the Committee shall have
authority, in its discretion, to determine the individuals to receive Options
(with or without SARs), Restricted Stock Awards and Performance Awards, the
time or times when they shall receive them, whether an "incentive stock option"
under Section 422 of the Code or nonqualified option shall be granted, the
number of shares to be subject to each Option and Restricted Stock Award and
the value of each Performance Award.  In making such determinations the
Committee shall take into account the nature of the services rendered by each
individual, such individual's present and potential contribution to the
Corporation's success, and such other factors as the Committee shall deem
relevant.

     The Committee shall have such additional powers as are delegated to it by
the other provisions of the Plan and, subject to the express provisions of the
Plan, to construe the respective Option, Restricted Stock Award and Performance
Award agreements and the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan and to determine the terms, restrictions and
provisions of the Option, Restricted Stock Award and Performance Award
agreements (which need not be identical) including such terms, restrictions and
provisions as shall be requisite in the judgment of the Committee to cause
certain Options to qualify as "incentive stock options" under Section 422 of
the Code, and to make all other determinations necessary or advisable for
administering the Plan.  The Committee may, in its sole discretion and for any
reason at any time, subject to the requirements imposed under Section 162(m) of
the Code and regulations promulgated thereunder in the case of an award
intended to be qualified performance-based compensation, take action such that
(i) any or all outstanding Options shall become exercisable in part or in full,
(ii) all or some of the restrictions applicable to any outstanding Restricted
Stock Award shall lapse and (iii) all or a portion of any outstanding
Performance Award shall be satisfied.  The Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any
Option, Restricted Stock Award or Performance Award agreement in the manner and
to the extent it shall deem expedient to carry it into effect, and it shall be
the sole and final judge of such expediency.  The determinations of the
Committee on matters referred to in this Paragraph 4 shall be conclusive.

     The Committee shall act by majority action at a meeting, except that
action permitted to be taken at a meeting may be taken without a meeting if
written consent thereto is given by all members of the Committee.



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5. GRANTS OF OPTIONS, RESTRICTED STOCK AWARDS AND PERFORMANCE AWARDS; SHARES
SUBJECT TO THE PLAN

     The Committee may from time to time grant both "incentive stock options"
under Section 422 of the Code and nonqualified options to purchase shares of
Common Stock (with or without SARs), Restricted Stock Awards and Performance
Awards to one or more officers, key employees or directors determined by it to
be eligible for participation in accordance with the provisions of Paragraph 6
and providing for the issuance of such number of shares and, in the case of
Performance Awards, having such value as in the discretion of the Committee may
be fitting and proper.  Subject to Paragraph 10, not more than 4,000,000 shares
of Common Stock may be issued upon exercise of Options or SARs or pursuant to
Restricted Stock Awards or Performance Awards granted under the Plan, plus the
number of shares of Common Stock issued under Options or Restricted Stock
Awards substituted for options to purchase Common  Stock or restricted stock
awards of Whitman in connection with the Distribution.  Performance Awards
which may be exercised or paid only in cash shall not affect the number of
shares of Common Stock available for issuance under the Plan.

     The Common Stock to be offered under the Plan pursuant to Options, SARs,
Restricted Stock Awards and Performance Awards may be authorized but unissued
Common Stock or Common Stock previously issued and outstanding and reacquired
by the Corporation.

     The number of shares of Common Stock available for issuance under the Plan
shall be reduced by the sum of the aggregate number of shares of Common Stock
then subject to outstanding Options, Restricted Stock Awards and outstanding
Performance Awards which may be paid solely in shares of Common Stock or in
either shares of Common Stock or cash.  To the extent (i) that an outstanding
Option expires or terminates unexercised or is canceled or forfeited (other
than in connection with the exercise of an SAR for Common Stock as set forth in
the immediately following sentence) or (ii) that an outstanding Restricted
Stock Award or outstanding Performance Award which may be paid solely in shares
of Common Stock or in either shares of Common Stock or cash expires or
terminates without vesting or is canceled or forfeited or (iii) shares of
Common Stock are withheld or delivered pursuant to the provisions on Share
Withholding set forth in Paragraph 11(A), then the shares of Common Stock
subject to such expired, terminated, unexercised, canceled or forfeited portion
of such Option, Restricted Stock Award or Performance Award, or the shares of
Common Stock so withheld or delivered, shall again be available for issuance
under the Plan.  In the event all or a portion of an SAR is exercised, the
number of shares of Common Stock subject to the related Option (or portion
thereof) shall again be available for issuance under the Plan, except to the
extent that shares of Common Stock were actually issued upon exercise of the
SAR.



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     To the extent necessary for an award hereunder to be qualified
performance-based compensation under Section 162(m) of the Code and the rules
and regulations thereunder, the maximum number of shares of Common Stock with
respect to which Options, SARs or Restricted Stock Awards or a combination
thereof may be granted during any calendar year to any person shall be 500,000,
subject to adjustment as provided in Paragraph 10.  Grants of Options,
Restricted Stock Awards or Performance Awards that are canceled shall count
toward the maximum stated in the preceding sentence.

6. ELIGIBILITY

     Options, Restricted Stock Awards and Performance Awards may be granted
only to persons who, at the time of the grant or award, are officers, other key
employees or directors of the Corporation or any of its present and future
subsidiaries within the meaning of Section 424(f) of the Code (herein called
subsidiaries).  Options, Restricted Stock Awards or Performance Awards, or any
combination thereof, may be granted on more than one occasion to the same
person.  A person who has received or is eligible to receive options to
purchase stock of any subsidiary of the Corporation or incentive awards from
any subsidiary of the Corporation will not, by reason thereof, be ineligible to
receive Options, Restricted Stock Awards or Performance Awards under the Plan
unless prohibited by the plan of such subsidiary.

     Nothing in the Plan or any Option, Restricted Stock Award or Performance
Award agreement shall be construed to constitute or be evidence of an agreement
or understanding, expressed or implied, on the part of the Corporation or its
subsidiaries to employ any person for any specific period of time.

7. OPTIONS AND SARS

     (A)  Number of Shares.  The Committee may, in its discretion, grant
Options to such eligible persons as may be selected by the Committee.  With
respect to each Option, the Committee shall determine the number of shares
subject to the Option and the manner and the time of exercise of such Option.
The Committee shall make such other determinations which in its discretion
appear to be fitting and proper.

     (B)  Stock Option Agreement.  Each Option shall be evidenced by a stock
option agreement in such form containing such provisions not inconsistent with
the provisions of the Plan as the Committee from time to time shall approve,
including, without limitation, provisions to qualify certain Options as
"incentive stock options" under Section 422 of the Code.  An incentive stock
option may not be granted to any person who is not an employee of the
Corporation or any parent or subsidiary (as defined in Section 424 of the
Code).  Each incentive stock option shall be granted within ten years of the
earlier of the date the Plan is adopted by the Corporation's 


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Board of Directors and the date the Plan is approved by Whitman as the sole 
shareholder of the Corporation.  To the extent that the aggregate fair market 
value (determined as of the date of grant) of shares of Common Stock with 
respect to which Options designated as incentive stock options are exercisable 
for the first time by a person during anycalendar year exceeds the amount 
(currently $100,000) established by the Code, such Options shall be deemed to 
be non-qualified stock options.

     (C)  Option Price and Term of Option.  The purchase price per share of the
Common Stock under each Option shall be determined by the Committee; provided,
however, that the purchase price per share of Common Stock purchasable upon
exercise of an incentive stock option shall not be less than 100% of the fair
market value of the Common Stock at the date such Option is granted; provided,
further, that if an incentive stock option shall be granted to any person who,
at the time such Option is granted, owns capital stock of the Corporation
possessing more than ten percent of the total combined voting power of all
classes of capital stock of the Corporation (or of any parent or subsidiary of
the Corporation) (a "Ten Percent Holder"), such purchase price shall be the
price (currently 110% of fair market value) required by the Code in order to
constitute an incentive stock option.

     The period during which an Option may be exercised shall be determined by
the Committee; provided, however, that no incentive stock option shall be
exercised later than ten years after its date of grant; provided further, that
if an incentive stock option shall be granted to a Ten Percent Holder, such
option shall not be exercised later than five years after its date of grant.
The Committee shall determine whether an Option shall become exercisable in
cumulative or non-cumulative installments and in part or in full at any time.
An exercisable Option, or portion thereof, may be exercised only with respect
to whole shares of Common Stock.

     (D)  Payment.  An Option may be exercised by giving written notice to the
Corporation specifying the number of shares of Common Stock to be purchased and
accompanied by payment of the purchase price in full (or arrangement made for
such payment to the Corporation's satisfaction).  As determined by the
Committee at the time of grant of an Option and set forth in the agreement
evidencing the Option, the purchase price may be paid (a) in cash or (b) by
delivery (either actual delivery or by attestation procedures established by
the Corporation) of previously-owned whole shares of Common Stock (for which
the holder has good title, free and clear of all liens and encumbrances and
which such holder either (i) has held for at least six months or (ii) has
purchased on the open market) valued at their fair market value on the date of
exercise.  If applicable, a person exercising an Option shall surrender to the
Corporation any SARs which are canceled by reason of the exercise of such
Option.

     (E)  Termination of Employment or Service or Death of Holder.  In the
event of any termination of the employment or service of a Holder with the
Corporation or one of its subsidiaries, other than by reason of death or, in
the case of a Holder of a 


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nonqualified option, Retirement, the Holder may (unless otherwise provided in 
the Option agreement) exercise each Option held by such Holder at any time 
within three months (or one year if the Holder is permanently and totally 
disabled within the meaning of Section 22(e)(3) of the Code) after such 
termination of employment or service, but only if and to the extent such 
Option is exercisable at the date of such termination of employment or service,
and in no event after the date on which such Option would otherwise terminate; 
provided, however, that if such termination of employment or service is for 
cause or voluntary on the part of the Holder without the written consent of 
the Corporation, any Option held by such Holder under the Plan shall terminate 
unless otherwise provided in the Option agreement.

     In the event of the termination of employment or service of a Holder of a
nonqualified option by reason of Retirement, then each nonqualified option held
by the Holder shall be fully exercisable, and, subject to the following
paragraph, such nonqualified option shall be exercisable by the Holder at any
time up to and including (but not after) the date on which the nonqualified
option would otherwise terminate (unless otherwise provided in the Option
Agreement).

     Unless otherwise provided in the Option Agreement, in the event of the
death of a Holder (i) while employed by or providing service to the Corporation
or one of its subsidiaries or after Retirement, (ii) within three months after
termination of the Holder's employment or service, other than a termination by
reason of permanent and total disability within the meaning of Section 22(e)(3)
of the Code, or (iii) within one year after termination of the Holder's
employment or service by reason of such disability, then each Option held by
such Holder may be exercised by the legatees of the Holder under his last will,
or by his personal representatives or distributees, at any time within a period
of nine months after the Holder's death, but only if and to the extent such
Option is exercisable at the date of death (unless death occurs while the
Holder is employed by or providing service to the Corporation or one of its
subsidiaries, in which case each Option held by the Holder shall be fully
exercisable), and in no event after the date on which such Option would
otherwise terminate.

     (F)  Privileges of the Holder as Shareholder.  The Holder shall be
entitled to all the privileges and rights of a shareholder with respect only to
such shares of Common Stock as have been actually purchased under the Option
and registered in the Holder's name.

     (G)  SARs.  The Committee may, in its sole discretion, grant an SAR
(concurrently with the grant of the Option or, in the case of a nonqualified
option which is not intended to be qualified performance-based compensation
under Section 162(m) of the Code and the rules and regulations thereunder,
subsequent to such grant) to any Holder of any Option granted under the Plan
(or such Holder's legatees, personal representatives or distributees then
entitled to exercise such Option).  An SAR may be exercised (i) by giving
written notice to the Corporation specifying the number of SARs 



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which are being exercised and (ii) by surrendering to the Corporation any 
Options which are canceled by reason of the exercise of the SAR.  An SAR shall 
be exercisable upon such additional terms and conditions as may from time to 
time be prescribed by the Committee.  No fractional share shall be issued upon 
the exercise of any SAR.

     (H)  Non-Transferability.  Unless otherwise specified in the agreement
evidencing an Option or SAR, no Option or SAR hereunder shall be transferable
other than by will or the laws of descent and distribution or pursuant to
beneficiary designation procedures approved by the Corporation.  Except to the
extent permitted by the foregoing sentence, each Option or SAR may be exercised
during the Holder's lifetime only by the Holder or the Holder's legal
representative or similar person.  Except as permitted by the second preceding
sentence, no Option or SAR hereunder shall be sold, transferred, assigned,
pledged, hypothecated, encumbered or otherwise disposed of (whether by
operation of law or otherwise) or be subject to execution, attachment or
similar process.  Upon any attempt to so sell, transfer, assign, pledge,
hypothecate, encumber or otherwise dispose of any Option or SAR hereunder, such
Option or SAR and all rights thereunder shall immediately become null and void.

8. RESTRICTED STOCK AWARDS

     (A)  Restriction Period to Be Established by the Committee.  At the time
of the making of a Restricted Stock Award, the Committee shall establish a
period of time (the "Restriction Period") applicable to such award.  The
Committee may establish different Restriction Periods from time to time and
each Restricted Stock Award may have a different Restriction Period, in the
discretion of the Committee.

     (B)  Other Terms and Conditions.  Common Stock, when awarded pursuant to a
Restricted Stock Award, shall be represented by a stock certificate or
book-entry credits registered in the name of the Holder who receives the
Restricted Stock Award or a nominee for the benefit of the Holder.  The Holder
shall have the right to receive dividends (or the cash equivalent thereof)
during the Restriction Period and shall also have the right to vote such Common
Stock and all other shareholder's rights (in each case unless otherwise
provided in the agreement evidencing the Restricted Stock Award), with the
exception that (i) the Holder shall not be entitled to delivery of the stock
certificate (or the removal of restrictions in the Corporation's books and
records) until the Restriction Period established by the Committee pursuant to
Paragraph 8(A) shall have expired, (ii) the Corporation shall retain custody of
the stock certificate during the Restriction Period, (iii) the Holder may not
sell, transfer, pledge, exchange, hypothecate or dispose of such Common Stock
during the Restriction Period, and (iv) a breach of restriction or breach of
terms and conditions established by the Committee pursuant to the Restricted
Stock Award shall cause a forfeiture of the Restricted Stock Award.  If
requested by the Corporation, a Holder of a Restricted Stock Award shall
deposit with the Corporation stock powers or other instruments of 


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assignment (including a power of attorney), each endorsed in blank with a 
guarantee of signature if deemed necessary or appropriate by the Corporation, 
which would permit transfer to the Corporation of all or a portion of the 
shares of Common Stock subject to the Restricted Stock Award in the event such 
award is forfeited in whole or in part.  A distribution with respect to shares 
of Common Stock, other than a distribution in cash, shall be subject to the same
restrictions as the shares of Common Stock with respect to which such
distribution was made, unless otherwise determined by the Committee.  The
Committee may, in addition, prescribe additional restrictions, terms or
conditions upon or to the Restricted Stock Award in the manner prescribed by
Paragraph 4.  The Committee may, in its sole discretion, also establish rules
pertaining to the Restricted Stock Award in the event of termination of
employment or service (by Retirement, disability, death or otherwise) of a
Holder of such award prior to the expiration of the Restriction Period.

     (C)  Restricted Stock Award Agreement.  Each Restricted Stock Award shall
be evidenced by an agreement in such form and containing such provisions not
inconsistent with the provisions of the Plan as the Committee from time to time
shall approve.

     (D)  Payment for Restricted Stock.  Restricted Stock Awards may be made by
the Committee whereby the Holder receives Common Stock subject to those terms,
conditions and restrictions established by the Committee but is not required to
make any payment for said Common Stock.  The Committee may also establish terms
as to each Holder whereby such Holder, as a condition to the Restricted Stock
Award, is required to pay, in cash or other consideration, all (or any lesser
amount than all) of the fair market value of the Common Stock, determined as of
the date the Restricted Stock Award is made.

     (E)  Termination of Employment or Service or Death of Holder.  A
Restricted Stock Award shall terminate for all purposes if the Holder does not
remain continuously in the employ or service of the Corporation or a subsidiary
at all times during the applicable Restriction Period, except as may otherwise
be determined by the Committee.

9. PERFORMANCE AWARDS

     (A)  Performance Period.  The Committee shall establish with respect to
each Performance Award a performance period over which performance shall be
measured.  The performance period shall be established at the time of such
award.

     (B)  Performance Awards.  Each Performance Award shall have a maximum
value established by the Committee at the time of such award.




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     (C)  Performance Measures.  Performance Awards shall be awarded to an
eligible person contingent upon future performance of the Corporation and/or a
designated subsidiary, division or department of the Corporation over the
performance period.  The Committee shall establish the performance measures
applicable to such performance.  The performance measures determined by the
Committee shall be established prior to the beginning of each performance
period but, except as necessary to qualify a Performance Award as
"performance-based compensation" under Section 162(m) of the Code and the rules
and regulations thereunder, may be subject to such later revisions to reflect 
significant, unforeseen events or changes, as the Committee shall deem 
appropriate.

     (D)  Award Criteria.  In determining the value of Performance Awards, the
Committee shall take into account an eligible person's responsibility level,
performance, potential, cash compensation level, unexercised stock options,
other incentive awards and such other considerations as it deems appropriate.
Notwithstanding the preceding sentence, to the extent necessary for a
Performance Award to be qualified performance-based compensation under Section
162(m) of the Code and the rules and regulations thereunder, the performance
period shall be not less than three years and, if a Performance Award is
payable in shares of Common Stock, the maximum number of shares that may be
paid under the Performance Award during such performance period shall be
500,000 and, if a Performance Award is payable in cash, the maximum amount that
may be paid under the Performance Award during such performance period shall be
$10,000,000.

     (E)  Payment.  Following the end of each performance period, the Holder of
each Performance Award shall be entitled to receive payment of an amount, not
exceeding the maximum value of the Performance Award, based on the achievement
of the performance measures for such performance period, as determined by the
Committee.  Payment of Performance Awards may be made wholly in cash, wholly in
shares of Common Stock or a combination thereof, all at the discretion of the
Committee.  Payment shall be made in a lump sum or in installments, and shall
be subject to such vesting and other terms and conditions as may be prescribed
by the Committee for such purpose.  Notwithstanding anything contained herein
to the contrary, in the case of a Performance Award intended to be qualified
performance-based compensation under Section 162(m) and the rules and
regulations thereunder, no payment shall be made under any such Performance
Award until the Committee certifies in writing that the performance measures
for the performance period have in fact been achieved.

     (F)  Termination of Employment or Service or Death of Holder.  A
Performance Award shall terminate for all purposes if the Holder does not
remain continuously in the employ or service of the Corporation or a subsidiary
at all times during the applicable performance period, except as may otherwise
be determined by the Committee.

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     In the event that a Holder of a Performance Award ceases to be an employee
or director of the Corporation or a subsidiary following the end of the
applicable performance period but prior to full payment according to the terms
of the Performance Award, payment shall be made in accordance with terms
established by the Committee for the payment of such Performance Award.

     (G)  Other Terms and Conditions.  When a Performance Award is payable in
installments in Common Stock, if determined by the Committee, one or more stock
certificates or book-entry credits registered in the name of the Holder
representing shares of Common Stock which would have been issuable to the 
Holder of the Performance Award if such payment had been made in full on the 
day following the end of the applicable performance period may be registered 
in the name of such Holder, and during the period until such installment 
becomes due such Holder shall have the right to receive dividends (or the cash 
equivalent thereof) and shall also have the right to vote such Common Stock and 
all other shareholder's rights (in each case unless otherwise provided in the  
agreement evidencing the Performance Award), with the exception that (i) the 
Holder shall not be entitled to delivery of any stock certificate until the    
installment payable in shares becomes due, (ii) the Corporation shall retain 
custody of any stock certificates until such time and (iii) the Holder may not
sell, transfer, pledge, exchange, hypothecate or dispose of such Common Stock 
until such time. A distribution with respect to shares of Common Stock payable
in installments which has not become due, other than a distribution in cash, 
shall be subject to the same restrictions as the shares of Common Stock with 
respect to which such distribution was made, unless otherwise determined by 
the Committee.

     (H)  Performance Award Agreements.  Each Performance Award shall be
evidenced by an agreement in such form and containing such provisions not
inconsistent with the provisions of the Plan as the Committee from time to time
shall approve.

10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CHANGE IN CONTROL

     (A)  Notwithstanding any other provision of the Plan, each Option,
Restricted Stock Award or Performance Award agreement may contain such
provisions as the Committee shall determine to be appropriate for the
adjustment of (i) the number and class of shares or other consideration subject
to any Option or to be delivered pursuant to any Restricted Stock Award or
Performance Award and (ii) the Option or Restricted Stock Award price, in the
event of a stock dividend, spin-off, split-up, recapitalization, merger,
consolidation, combination or exchange of shares, or the like.  In such event,
the maximum number and class of shares available under the Plan, and the number
and class of shares subject to Options, SARs, Restricted Stock Awards or
Performance Awards, shall be appropriately adjusted by the Committee, whose
determination shall be conclusive.


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     (B)(i)  In the event of a "change in control" (as hereinafter defined)
pursuant to subparagraph (C)(i) or (ii) below, or in the event of a change in
control pursuant to subparagraph (C)(iii) or (iv) below in connection with
which the holders of Common Stock receive consideration other than shares of
common stock that are registered under Section 12 of the Exchange Act:

           (1)(x)  each Option granted under the Plan shall be exercisable in
      full, (y) each Holder of an Option shall receive from the Corporation
      within 60 days after the change in control, in exchange for the surrender
      of the Option or any portion thereof to the extent the Option is then
      exercisable in accordance with clause (x), an amount in cash equal to the
      difference between the fair market value (as determined by the Committee) 
      on the date of the change in control of the Common Stock covered by the 
      Option or portion thereof which is so surrendered and the purchase price
      of such Common Stock under the Option and (z) each SAR shall be 
      surrendered by the Holder thereof and shall be canceled simultaneously 
      with the cancellation of the related Option;

           (2)  each Holder of a Restricted Stock Award shall receive from the
      Corporation within 60 days after the change in control, in exchange for
      the surrender of the Restricted Stock Award, an amount in cash equal to
      the fair market value (as determined by the Committee) on the date of the
      change in control of the Common Stock subject to the Restricted Stock
      Award;

           (3)  each Holder of a Performance Award for which the performance
      period has not expired shall receive from the Corporation within 60 days
      after the change in control, in exchange for the surrender of the
      Performance Award, an amount in cash equal to the product of the value of
      the Performance Award and a fraction the numerator of which is the number
      of whole months which have elapsed from the beginning of the performance
      period to the date of the change in control and the denominator of which
      is the number of whole months in the performance period; and

           (4)  each Holder of a Performance Award that has been earned but not
      yet paid shall receive an amount in cash equal to the value of the
      Performance Award.

     (ii)  Notwithstanding any other provision of the Plan or any agreement
relating to an Option, Restricted Stock Award or Performance Award, in the
event of a change in control pursuant to subparagraph (C)(iii) or (iv) below in
connection with which the holders of Common Stock receive shares of common
stock that are registered under Section 12 of the Exchange Act:

           (1)  each Option and SAR granted under the Plan shall be exercisable
      in full;

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<PAGE>   13

           (2)  the Restriction Period applicable to any outstanding Restricted
      Stock Award shall lapse and, if applicable, any other restrictions, terms
      or conditions shall lapse and/or be deemed to be satisfied at the maximum
      value or level;

           (3)  the performance measures applicable to any outstanding
      Performance Award shall be deemed to be satisfied at the maximum value;
      and

           (4)  there shall be substituted for each share of Common Stock
      remaining available for issuance under the Plan, whether or not then
      subject to an outstanding Option (and SAR), Restricted Stock Award or
      Performance Award, the number and class of shares into which each
      outstanding share of Common Stock shall be converted pursuant to such
      Change in Control.  In the event of any such substitution, the purchase 
      price per share in the case of any award shall be appropriately adjusted 
      by the Committee (whose determination shall be conclusive), such 
      adjustments to be made without any increase in the aggregate purchase 
      price.

           (C)  For purposes of this paragraph, the term "change in control" 
shall mean:

           (i) the acquisition by any individual, entity or group (a "Person"),
including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act, of beneficial ownership within the meaning of Rule 13d-3
promulgated under the Exchange Act, of 25% or more of either (x) the then
outstanding shares of common stock of the Corporation (the "Outstanding Common
Stock") or (y) the combined voting power of the then outstanding securities of
the Corporation entitled to vote generally in the election of directors (the
"Outstanding Voting Securities"); excluding, however, the following:  (1) any
acquisition directly from the Corporation (excluding any acquisition resulting
from the exercise of an exercise, conversion or exchange privilege unless the
security being so exercised, converted or exchanged was acquired directly from
the Corporation), (2) any acquisition by the Corporation, (3) any acquisition
by an employee benefit plan (or related trust) sponsored or maintained by the
Corporation or any corporation controlled by the Corporation or (4) any
acquisition by any corporation pursuant to a transaction which complies with
clauses (1), (2) and (3) of clause (iii) in this definition of change in
control;

           (ii) individuals who, as of the effective date of the Plan, 
constitute the Board of Directors of the Corporation (the "Incumbent Board") 
cease for any reason to constitute at least a majority of such Board; provided,
however, that any individual who becomes a director of the Corporation 
subsequent to such effective date whose election, or nomination for election 
by the Corporation's shareholders, was approved by the vote of at least a 
majority of the directors then comprising the Incumbent Board shall be deemed 
a member of the Incumbent Board; and provided further, that any individual who 
was initially elected as a director of the Corporation as a result of an 



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actual or threatened election contest, as such terms are used in Rule 14a-11 
of Regulation 14A promulgated under the Exchange Act, or any other actual or 
threatened solicitation of proxies or consents by or on behalf of any Person 
other than the Board of Directors shall not be deemed a member of the 
Incumbent Board;

           (iii) the consummation of a reorganization, merger or consolidation
of the Corporation or sale or other disposition of all or substantially all of
the assets of the Corporation (a "Corporate Transaction"); excluding, however, a
Corporate Transaction pursuant to which (1) all or substantially all of the
individuals or entities who are the beneficial owners, respectively, of the
Outstanding Common Stock and the Outstanding Voting Securities immediately
prior to such Corporate Transaction will beneficially own, directly or
indirectly, more than 66 2/3% of, respectively, the outstanding shares of
common stock, and the combined voting power of the outstanding securities of
such corporation entitled to vote generally in the election of directors, as the
case may be, of the corporation resulting from such Corporate Transaction
(including, without limitation, a corporation which as a result of such
transaction owns the Corporation or all or substantially all of the
Corporation's assets either directly or indirectly) in substantially the same
proportions relative to each other as their ownership, immediately prior to
such Corporate Transaction, of the Outstanding Common Stock and the Outstanding
Voting Securities, as the case may be, (2) no Person (other than: the
Corporation; any employee benefit plan (or related trust) sponsored or
maintained by the Corporation or any corporation controlled by the Corporation;
the corporation resulting from such Corporate Transaction; and any Person which
beneficially owned, immediately prior to such Corporate Transaction, directly
or indirectly, 25% or more of the Outstanding Common Stock or the Outstanding
Voting Securities, as the case may be) will beneficially own, directly or
indirectly, 25% or more of, respectively, the outstanding shares of common
stock of the corporation resulting from such Corporate Transaction or the
combined voting power of the outstanding securities of such corporation
entitled to vote generally in the election of directors and (3) individuals who
were members of the Incumbent Board will constitute at least a majority of the
members of the board of directors of the corporation resulting from such
Corporate Transaction; or

           (iv)  the consummation of a plan of complete liquidation or 
dissolution of the Corporation.

           (D)  With respect to any Holder of an Option or SAR who is subject to
Section 16 of the Exchange Act, (i) notwithstanding the exercise periods set
forth in Paragraph 7(E) or as set forth pursuant to Paragraph 7(E) in any
agreement evidencing such Option or SAR and (ii) notwithstanding the expiration
date of the term of such Option or SAR, in the event the Corporation is
involved in a business combination which is intended to be treated as a pooling
of interests for financial accounting purposes (a "Pooling Transaction") or
pursuant to which such Holder receives a substitute option to purchase
securities of any entity, including an entity directly or indirectly acquiring
the Corporation, then each Option or SAR (or option or stock 


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<PAGE>   15


appreciation right in substitution thereof) held by such Holder shall be 
exercisable to the extent set forth in the Plan or the agreement evidencing 
such Option or SAR until and including the latest of (x) the expiration date 
of the term of the Option or SAR or, in the event of such Holder's termination
of employment or service, the date determined pursuant to Paragraph 7(E), (y) 
the date which is six months and ten business days after the consummation of 
such business combination and (z) the date which is ten business days after 
the date of expiration of any period during which such Holder may not dispose 
of a security issued in the Pooling Transaction in order for the Pooling 
Transaction to be accounted for as a pooling of interests.

11. WITHHOLDING TAXES

                (A)  If provided in the agreement evidencing an Option, SAR, 
Restricted Stock Award or Performance Award, the Holder thereof may elect, by 
written notice to the Corporation at the office of the Corporation designated 
for that purpose, to pay through withholding by the Corporation all or a 
portion of the estimated federal, state, local and other taxes arising from (1) 
the exercise of an Option or SAR and (2) the vesting or distribution of shares
of Common Stock pursuant to a Restricted Stock Award or Performance Award (a) 
by having  the Corporation withhold shares of Common Stock or (b) by delivering
previously-owned shares (collectively, "Share Withholding"), in each case being
such number of shares of Common Stock as shall have a fair market value equal
to the amount of taxes to be withheld, rounded up to the nearest whole share.

                (B)  A Share Withholding election shall be subject to 
disapproval by the Corporation.

                (C)  If the date as of which the amount of tax to be withheld is
determined (the "Tax Date") is deferred until after the exercise of an Option
or SAR, the expiration of the Restriction Period applicable to a Restricted
Stock Award or the payment of a Performance Award, and if the Holder elects
Share Withholding, the Corporation shall issue to the Holder the full number of
shares of Common Stock, if any, resulting from such exercise, expiration or
payment and the Holder shall be unconditionally obligated to deliver to the
Corporation on the Tax Date such number of shares of Common Stock as shall have
an aggregate fair market value equal to the amount to be withheld on the Tax
Date, rounded up to the nearest whole share.

                (D)  The fair market value of shares of Common Stock used for 
payment of taxes, as provided in this Paragraph 11, shall be the mean sale 
price per share, as reported for New York Stock Exchange Composite 
Transactions, on the Tax Date.


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<PAGE>   16

12. TERMINATION OF PLAN

     The Plan may be terminated at any time by the Board of Directors, except
with respect to any Options, SARs, Restricted Stock Awards or Performance
Awards then outstanding.  The Corporation reserves the right to restrict, in
whole or in part, the exercise of any Options or SARs or the delivery of Common
Stock pursuant to any Restricted Stock Awards or Performance Awards granted
under the Plan until such time as:

           (A)  any legal requirements or regulations have been met relating to
      the issuance of the shares covered thereby or to their registration under
      the Securities Act of 1933 or to any applicable State laws; and

           (B)  satisfactory assurances are received that the shares when
      issued will be duly listed on the New York Stock Exchange, Inc.

13. AMENDMENT OF THE PLAN

     The Board of Directors may amend the Plan; provided, however, that without
approval of the shareholders the Board of Directors may not amend the Plan,
subject to Paragraph 10, to (a) increase the maximum number of shares which may
be issued on exercise of Options or SARs or pursuant to Restricted Stock Awards
or Performance Awards granted under the Plan or (b) effect any change
inconsistent with Section 422 of the Code.

14. EFFECT OF THE PLAN

     Neither the adoption of the Plan nor any action of the Board of Directors
or of the Committee shall be deemed to give any person any right to be granted
an Option, a right to a Restricted Stock Award or a right to a Performance
Award or any rights hereunder except as may be evidenced by an Option
agreement, Restricted Stock Award agreement or Performance Award agreement,
duly executed on behalf of the Corporation, and then only to the extent and on
the terms and conditions expressly set forth therein.





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