EXHIBIT 10.1
                                                                    ------------

                        SCHNITZER STEEL INDUSTRIES, INC.
                           1993 STOCK INCENTIVE PLAN*

           1. PURPOSE. The purpose of this 1993 Stock Incentive Plan (the
"Plan") is to enable Schnitzer Steel Industries, Inc. (the "Company") to attract
and retain the services of (1) selected employees, officers and directors of the
Company or of any subsidiary of the Company and (2) selected nonemployee
consultants and advisors to the Company.

           2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided
below and in paragraph 13, the shares to be offered under the Plan shall consist
of Class A Common Stock of the Company, and the total number of shares of Class
A Common Stock that may be issued under the Plan shall not exceed 2,400,000
shares. The shares issued under the Plan may be authorized and unissued shares
or reacquired shares. If an option, stock appreciation right or performance unit
granted under the Plan expires, terminates or is cancelled, the unissued shares
subject to such option, stock appreciation right or performance unit shall again
be available under the Plan. If shares sold or awarded as a bonus under the Plan
are forfeited to the Company or repurchased by the Company, the number of shares
forfeited or repurchased shall again be available under the Plan.

           3. EFFECTIVE DATE AND DURATION OF PLAN.

                     (a) Effective Date. The Plan shall become effective when
adopted by the Board of Directors; provided, however, that prior to shareholder
approval of the Plan, any awards shall be subject to and conditioned on approval
of the Plan by a majority of the votes cast at a shareholders meeting at which a
quorum is present. Options, stock appreciation rights and performance units may
be granted and shares may be awarded as bonuses or sold under the Plan at any
time after the effective date and before termination of the Plan.

                     (b) Duration. The Plan shall continue in effect until all
shares available for issuance under the Plan have been issued and all
restrictions on such shares have lapsed. The Board of Directors may suspend or
terminate the Plan at any time except with respect to options, performance units
and shares subject to restrictions then outstanding under the Plan. Termination
shall not affect any outstanding options, any right of the Company to repurchase
shares or the forfeitability of shares issued under the Plan.

           4. ADMINISTRATION. The Plan shall be administered by a committee of
the Board of Directors of the Company (the "Committee"), which shall determine
and designate from time to time the individuals to whom awards shall be made,
the amount of the awards, and the other terms and conditions of the awards.
Subject to the provisions of the Plan, the Committee may from time to time adopt
and amend rules and regulations relating to administration of the Plan, advance
the lapse of any waiting period, accelerate any exercise date, waive or modify
any restriction applicable to shares (except those restrictions imposed by law)
and make all other determinations in the judgment of the Committee necessary or
desirable for the administration of the Plan. The interpretation and
construction of the provisions of the Plan and related agreements by the
Committee shall be final and conclusive. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any related
agreement in the manner and to the extent it shall deem expedient to carry the
Plan into effect, and it shall be the sole and final judge of such expediency.


                                       A-1
<PAGE>

           5. TYPES OF AWARDS; ELIGIBILITY. The Committee may, from time to
time, take the following actions, separately or in combination, under the Plan:
(i) grant Incentive Stock Options, as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), as provided in paragraphs 6(a)
and 6(b); (ii) grant options other than Incentive Stock Options ("Non-Statutory
Stock Options") as provided in paragraphs 6(a) and 6(c); (iii) award stock
bonuses as provided in paragraph 7; (iv) sell shares subject to restrictions as
provided in paragraph 8; (v) grant stock appreciation rights as provided in
paragraph 9; (vi) grant cash bonus rights as provided in paragraph 10; (vii)
grant performance units as provided in paragraph 11 and (viii) grant foreign
qualified awards as provided in paragraph 12. Any such awards may be made to
employees, including employees who are officers or directors, and to other
individuals described in paragraph 1 who the Committee believes have made or
will make an important contribution to the Company or its subsidiaries;
provided, however, that only employees of the Company shall be eligible to
receive Incentive Stock Options under the Plan. The Committee shall select the
individuals to whom awards shall be made and shall specify the action taken with
respect to each individual to whom an award is made. At the discretion of the
Committee, an individual may be given an election to surrender an award in
exchange for the grant of a new award. No employee may be granted options or
stock appreciation rights under the Plan for more than 100,000 shares of Class A
Common Stock in any calendar year.

           6. OPTION GRANTS.

                     (a) GENERAL RULES RELATING TO OPTIONS.

                               (i) TERMS OF GRANT. The Committee may grant
options under the Plan. With respect to each option grant, the Committee shall
determine the number of shares subject to the option, the option price, the
period of the option, the time or times at which the option may be exercised and
whether the option is an Incentive Stock Option or a Non-Statutory Stock Option.
At the time of the grant of an option or at any time thereafter, the Committee
may provide that an optionee who exercised an option with Class A Common Stock
of the Company shall automatically receive a new option to purchase additional
shares equal to the number of shares surrendered and may specify the terms and
conditions of such new options.

                               (ii) EXERCISE OF OPTIONS. Except as provided in
paragraph 6(a)(iv) or as determined by the Committee, no option granted under
the Plan may be exercised unless at the time of such exercise the optionee is
employed by or in the service of the Company or any subsidiary of the Company
and shall have been so employed or provided such service continuously since the
date such option was granted. Absence on leave or on account of illness or
disability under rules established by the Committee shall not, however, be
deemed an interruption of employment or service for this purpose. Unless
otherwise determined by the Committee, vesting of options shall not continue
during an absence on leave (including an extended illness) or on account of
disability. Except as provided in paragraphs 6(a)(iv) and 13, options granted
under the Plan may be exercised from time to time over the period stated in each
option in such amounts and at such times as shall be prescribed by the
Committee, provided that options shall not be exercised for fractional shares.
Unless otherwise determined by the Committee, if the optionee does not exercise
an option in any one year with respect to the full number of shares to which the
optionee is entitled in that year, the optionee's rights shall be cumulative and
the optionee may purchase those shares in any subsequent year during the term of
the option.

                               (iii) NONTRANSFERABILITY. Except as provided
below, each stock option granted under the Plan by its terms shall be
nonassignable and nontransferable by the optionee, either voluntarily or by
operation of law, and each option by its terms shall be exercisable during the
optionee's lifetime only by the optionee. A stock option may be transferred by
will or by the laws of descent and distribution of the state or country of the
optionee's domicile at the time of death. A Non-Statutory Stock Option shall
also be transferable pursuant to a qualified domestic relations order as defined
under the Code or Title I of the Employee Retirement Income Security Act. The
Committee may, in its discretion, authorize all or a portion of a Non-Statutory
Stock Option to be on terms which permit transfer by the optionee to (A) the
spouse, children or grandchildren of the optionee, including stepchildren and
adopted children ("Immediate Family Members"), (B) a trust or trusts for the
exclusive benefit of Immediate Family Members, or (C) a partnership or limited
liability company in which Immediate Family Members are the only partners or
members, provided

                                       A-2
<PAGE>

that (X) there may be no consideration for any transfer, (Y) the stock option
agreement pursuant to which the options are granted or an amendment thereto must
expressly provide for transferability in a manner consistent with this
paragraph, and (Z) subsequent transfers of transferred options shall be
prohibited except by will or by the laws of descent and distribution. Following
any transfer, options shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer, provided that for
purposes of paragraphs 6(a)(v) and 13 the term "optionee" shall be deemed to
refer to the transferee. The continued employment requirement of paragraph
6(a)(ii) and the events of termination of employment of paragraph 6(a)(iv) shall
continue to be applied with respect to the original optionee, and following the
termination of employment of the original optionee the options shall be
exercisable by the transferee only to the extent, and for the periods specified,
and all other references to employment, termination of employment, life or death
of the optionee, shall continue to be applied with respect to the original
optionee.

                               (iv) TERMINATION OF EMPLOYMENT OR SERVICE.

                                          (A) GENERAL RULE. Unless otherwise
determined by the Committee, in the event the employment or service of the
optionee with the Company or a subsidiary terminates for any reason other than
because of physical disability, death or retirement as provided in subparagraphs
6(a)(iv)(B), (C) and (D), the option may be exercised at any time prior to the
expiration date of the option or the expiration of 30 days after the date of
such termination, whichever is the shorter period, but only if and to the extent
the optionee was entitled to exercise the option at the date of such
termination.

                                          (B) TERMINATION BECAUSE OF TOTAL
DISABILITY. Unless otherwise determined by the Committee, in the event of the
termination of employment or service because of total disability, the option may
be exercised at any time prior to the expiration date of the option or the
expiration of 12 months after the date of such termination, whichever is the
shorter period, but only if and to the extent the optionee was entitled to
exercise the option at the date of such termination. The term "total disability"
means a mental or physical impairment which is expected to result in death or
which has lasted or is expected to last for a continuous period of 12 months or
more and which causes the optionee to be unable, in the opinion of the Company
and two independent physicians, to perform his or her duties as an employee,
director, officer or consultant of the Company and to be engaged in any
substantial gainful activity. Total disability shall be deemed to have occurred
on the first day after the Company and the two independent physicians have
furnished their opinion of total disability to the Company.

                                          (C) TERMINATION BECAUSE OF DEATH.
Unless otherwise determined by the Committee, in the event of the death of an
optionee while employed by or providing service to the Company or a subsidiary,
the option may be exercised at any time prior to the expiration date of the
option or the expiration of 12 months after the date of such death, whichever is
the shorter period, but only if and to the extent the optionee was entitled to
exercise the option at the date of such termination and only by the person or
persons to whom such optionee's rights under the option shall pass by the
optionee's will or by the laws of descent and distribution of the state or
country of domicile at the time of death.

                                          (D) TERMINATION BECAUSE OF RETIREMENT.
Unless otherwise determined by the Committee, in the event of the termination of
employment or service because of (1) normal retirement after reaching age 65,
(2) early retirement after reaching age 55 and completing 10 years of service,
or (3) early retirement after completing 30 years of service without regard to
age, the option may be exercised at any time prior to the expiration date of the
option or the expiration of 12 months after the date of such termination,
whichever is the shorter period, but only if and to the extent the optionee was
entitled to exercise the option at the date of such termination.

                                       A-3
<PAGE>

                                          (E) AMENDMENT OF EXERCISE PERIOD
APPLICABLE TO TERMINATION. The Committee, at the time of grant or at any time
thereafter, may extend the 30-day and 12-month exercise periods any length of
time not later than the original expiration date of the option, and may increase
the portion of an option that is exercisable, subject to such terms and
conditions as the Committee may determine.

                                          (F) FAILURE TO EXERCISE OPTION. To the
extent that the option of any deceased optionee or of any optionee whose
employment or service terminates is not exercised within the applicable period,
all further rights to purchase shares pursuant to such option shall cease and
terminate.

                               (v) PURCHASE OF SHARES. Unless the Committee
determines otherwise, shares may be acquired pursuant to an option granted under
the Plan only upon receipt by the Company of notice in writing from the optionee
of the optionee's intention to exercise, specifying the number of shares as to
which the optionee desires to exercise the option and the date on which the
optionee desires to complete the transaction, and if required in order to comply
with the Securities Act of 1933, as amended, containing a representation that it
is the optionee's present intention to acquire the shares for investment and not
with a view to distribution. Unless the Committee determines otherwise, on or
before the date specified for completion of the purchase of shares pursuant to
an option, the optionee must have paid the Company the full purchase price of
such shares in cash (including, with the consent of the Committee, cash that may
be the proceeds of a loan from the Company) or, with the consent of the
Committee, in whole or in part, in Class A Common Stock of the Company valued at
fair market value, restricted stock, performance units or other contingent
awards denominated in either stock or cash, deferred compensation credits,
promissory notes and other forms of consideration. The fair market value of
Class A Common Stock provided in payment of the purchase price shall be the
closing price of the Class A Common Stock as reported in The Wall Street Journal
on the trading day preceding the date the option is exercised, or such other
reported value of the Class A Common Stock as shall be specified by the
Committee. No shares shall be issued until full payment therefor has been made.
With the consent of the Committee, an optionee may request the Company to apply
automatically the shares to be received upon the exercise of a portion of a
stock option (even though stock certificates have not yet been issued) to
satisfy the purchase price for additional portions of the option. Each optionee
who has exercised an option shall immediately upon notification of the amount
due, if any, pay to the Company in cash amounts necessary to satisfy any
applicable federal, state and local tax withholding requirements. If additional
withholding is or becomes required beyond any amount deposited before delivery
of the certificates, the optionee shall pay such amount to the Company on
demand. If the optionee fails to pay the amount demanded, the Company may
withhold that amount from other amounts payable by the Company to the optionee,
including salary, subject to applicable law. With the consent of the Committee
an optionee may satisfy this obligation, in whole or in part, by having the
Company withhold from the shares to be issued upon the exercise that number of
shares that would satisfy the withholding amount due or by delivering to the
Company Class A Common Stock to satisfy the withholding amount. Upon the
exercise of an option, the number of shares reserved for issuance under the Plan
shall be reduced by the number of shares issued upon exercise of the option.

                     (b) INCENTIVE  STOCK OPTIONS. Incentive Stock Options shall
be subject to the following additional terms and conditions:

                               (i) LIMITATION ON AMOUNT OF GRANTS. No employee
may be granted Incentive Stock Options under the Plan if the aggregate fair
market value, on the date of grant, of the Class A Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by that
employee during any calendar year under the Plan and under any other incentive
stock option plan (within the meaning of Section 422 of the Code) of the Company
or any parent or subsidiary of the Company exceeds $100,000.

                               (ii) LIMITATIONS ON GRANTS TO 10 PERCENT
SHAREHOLDERS. An Incentive Stock Option may be granted under the Plan to an
employee possessing more than 10 percent of the total combined voting power of
all classes of stock of the Company or of any parent or subsidiary of the
Company only if the option price is at least 110 percent of the fair market
value of the Class A Common Stock subject to the option on the date it is
granted, as described in paragraph 6(b)(iv), and the option by its terms is not
exercisable after the expiration of five years from the date it is granted.

                                       A-4
<PAGE>

                               (iii) DURATION OF OPTIONS. Subject to paragraphs
6(a)(ii) and 6(b)(ii), Incentive Stock Options granted under the Plan shall
continue in effect for the period fixed by the Committee, except that no
Incentive Stock Option shall be exercisable after the expiration of 10 years
from the date it is granted.

                               (iv) OPTION PRICE. The option price per share
shall be determined by the Committee at the time of grant. Except as provided in
paragraph 6(b)(ii), the option price shall not be less than 100 percent of the
fair market value of the Class A Common Stock covered by the Incentive Stock
Option at the date the option is granted. The fair market value shall be deemed
to be the closing price of the Class A Common Stock as reported in The Wall
Street Journal on the day preceding the date the option is granted, or if there
has been no sale on that date, on the last preceding date on which a sale
occurred, or such other value of the Class A Common Stock as shall be specified
by the Committee.

                               (v) LIMITATION ON TIME OF GRANT. No Incentive
Stock Option shall be granted on or after the tenth anniversary of the last
action by the Board of Directors approving an increase in the number of shares
available for issuance under the Plan, which action was subsequently approved
within 12 months by the shareholders.

                               (vi) CONVERSION OF INCENTIVE STOCK OPTIONS. The
Committee may at any time without the consent of the optionee convert an
Incentive Stock Option to a Non-Statutory Stock Option.

                     (c) Non-Statutory Stock Options. Non-Statutory Stock
Options shall be subject to the following additional terms and conditions:

                               (i) OPTION PRICE. The option price for
Non-Statutory Stock Options shall be determined by the Committee at the time of
grant and may be any amount determined by the Committee.

                               (ii) DURATION OF OPTIONS. Non-Statutory Stock
Options granted under the Plan shall continue in effect for the period fixed by
the Committee.

           7. STOCK BONUSES. The Committee may award shares under the Plan as
stock bonuses. Shares awarded as a bonus shall be subject to the terms,
conditions, and restrictions determined by the Committee. The restrictions may
include restrictions concerning transferability and forfeiture of the shares
awarded, together with such other restrictions as may be determined by the
Committee. The Committee may require the recipient to sign an agreement as a
condition of the award, but may not require the recipient to pay any monetary
consideration other than amounts necessary to satisfy tax withholding
requirements. The agreement may contain any terms, conditions, restrictions,
representations and warranties required by the Committee. The certificates
representing the shares awarded shall bear any legends required by the
Committee. The Company may require any recipient of a stock bonus to pay to the
Company in cash upon demand amounts necessary to satisfy any applicable federal,
state or local tax withholding requirements. If the recipient fails to pay the
amount demanded, the Company may withhold that amount from other amounts payable
by the Company to the recipient, including salary or fees for services, subject
to applicable law. With the consent of the Committee, a recipient may deliver
Class A Common Stock to the Company to satisfy this withholding obligation. Upon
the issuance of a stock bonus, the number of shares reserved for issuance under
the Plan shall be reduced by the number of shares issued.

           8. RESTRICTED STOCK. The Committee may issue shares under the Plan
for such consideration (including promissory notes and services) as determined
by the Committee. Shares issued under the Plan shall be subject to the terms,
conditions and restrictions determined by the Committee. The restrictions may
include restrictions concerning transferability, repurchase by the Company and
forfeiture of the shares issued, together with such other restrictions as may be
determined by the Committee. All Class A Common Stock issued pursuant to this
paragraph 8 shall be subject to a purchase agreement, which shall be executed by
the Company and the prospective recipient of the shares prior to the delivery of
certificates representing such shares to the recipient. The purchase agreement
may contain any terms,

                                       A-5
<PAGE>

conditions, restrictions, representations and warranties required by the
Committee. The certificates representing the shares shall bear any legends
required by the Committee. The Company may require any purchaser of restricted
stock to pay to the Company in cash upon demand amounts necessary to satisfy any
applicable federal, state or local tax withholding requirements. If the
purchaser fails to pay the amount demanded, the Company may withhold that amount
from other amounts payable by the Company to the purchaser, including salary,
subject to applicable law. With the consent of the Committee, a purchaser may
deliver Class A Common Stock to the Company to satisfy this withholding
obligation. Upon the issuance of restricted stock, the number of shares reserved
for issuance under the Plan shall be reduced by the number of shares issued.

           9. STOCK APPRECIATION RIGHTS.

                     (a) GRANT. Stock appreciation rights may be granted under
the Plan by the Committee, subject to such rules, terms, and conditions as the
Committee prescribes.

                     (b) EXERCISE.

                               (i) Each stock appreciation right shall entitle
the holder, upon exercise, to receive from the Company in exchange therefor an
amount equal in value to the excess of the fair market value on the date of
exercise of one share of Class A Common Stock of the Company over its fair
market value on the date of grant (or, in the case of a stock appreciation right
granted in connection with an option, the excess of the fair market value of one
share of Class A Common Stock of the Company over the option price per share
under the option to which the stock appreciation right relates), multiplied by
the number of shares covered by the stock appreciation right or the option, or
portion thereof, that is surrendered. Payment by the Company upon exercise of a
stock appreciation right may be made in Class A Common Stock valued at fair
market value, in cash, or partly in Class A Common Stock and partly in cash, all
as determined by the Committee.

                               (ii) A stock appreciation right shall be
exercisable only at the time or times established by the Committee. If a stock
appreciation right is granted in connection with an option, the following rules
shall apply: (1) the stock appreciation right shall be exercisable only to the
extent and on the same conditions that the related option could be exercised;
(2) upon exercise of the stock appreciation right, the option or portion thereof
to which the stock appreciation right relates terminates; and (3) upon exercise
of the option, the related stock appreciation right or portion thereof
terminates.

                               (iii) The Committee may withdraw any stock
appreciation right granted under the Plan at any time and may impose any
conditions upon the exercise of a stock appreciation right or adopt rules and
regulations from time to time affecting the rights of holders of stock
appreciation rights. Such rules and regulations may govern the right to exercise
stock appreciation rights granted prior to adoption or amendment of such rules
and regulations as well as stock appreciation rights granted thereafter.

                               (iv) For purposes of this paragraph 9, the fair
market value of the Class A Common Stock shall be the closing price of the Class
A Common Stock as reported in The Wall Street Journal, or such other reported
value of the Class A Common Stock as shall be specified by the Committee, on the
trading day preceding the date the stock appreciation right is exercised.

                               (v) No fractional shares shall be issued upon
exercise of a stock appreciation right. In lieu thereof, cash may be paid in an
amount equal to the value of the fraction or, if the Committee shall determine,
the number of shares may be rounded downward to the next whole share.

                               (vi) Each stock appreciation right granted in
connection with an Incentive Stock Option and, unless otherwise determined by
the Board of Directors, each other stock appreciation right granted under the
Plan by its terms shall be nonassignable and nontransferable by the holder,
either voluntarily or by operation of law, except by will or by the laws of
descent and distribution of the state or country of the holder's domicile at the
time of death, and

                                       A-6
<PAGE>

each stock appreciation right by its terms shall be exercisable during the
holder's lifetime only by the holder; provided, however, that a stock
appreciation right not granted in connection with an Incentive Stock Option
shall also be transferable pursuant to a qualified domestic relations order as
defined under the Code or Title I of the Employee Retirement Income Security
Act.

                               (vii) Each participant who has exercised a stock
appreciation right shall, upon notification of the amount due, pay to the
Company in cash amounts necessary to satisfy any applicable federal, state and
local tax withholding requirements. If the participant fails to pay the amount
demanded, the Company may withhold that amount from other amounts payable by the
Company to the participant including salary, subject to applicable law. With the
consent of the Committee a participant may satisfy this obligation, in whole or
in part, by having the Company withhold from any shares to be issued upon the
exercise that number of shares that would satisfy the withholding amount due or
by delivering Class A Common Stock to the Company to satisfy the withholding
amount.

                               (viii) Upon the exercise of a stock appreciation
right for shares, the number of shares reserved for issuance under the Plan
shall be reduced by the number of shares issued. Cash payments of stock
appreciation rights shall not reduce the number of shares of Class A Common
Stock reserved for issuance under the Plan.

           10. CASH BONUS RIGHTS.

                     (a) GRANT. The Committee may grant cash bonus rights under
the Plan in connection with (i) options granted or previously granted, (ii)
stock appreciation rights granted or previously granted, (iii) stock bonuses
awarded or previously awarded and (iv) shares sold or previously sold under the
Plan. Cash bonus rights will be subject to rules, terms and conditions as the
Committee may prescribe. Unless otherwise determined by the Committee, each cash
bonus right granted under the Plan by its terms shall be nonassignable and
nontransferable by the holder, either voluntarily or by operation of law, except
by will or by the laws of descent and distribution of the state or country of
the holder's domicile at the time of death or pursuant to a qualified domestic
relations order as defined under the Code or Title I of the Employee Retirement
Income Security Act. The payment of a cash bonus shall not reduce the number of
shares of Class A Common Stock reserved for issuance under the Plan.

                     (b) CASH BONUS RIGHTS IN CONNECTION WITH OPTIONS. A cash
bonus right granted in connection with an option will entitle an optionee to a
cash bonus when the related option is exercised (or terminates in connection
with the exercise of a stock appreciation right related to the option) in whole
or in part. If an optionee purchases shares upon exercise of an option and does
not exercise a related stock appreciation right, the amount of the bonus shall
be determined by multiplying the excess of the total fair market value of the
shares to be acquired upon the exercise over the total option price for the
shares by the applicable bonus percentage. If the optionee exercises a related
stock appreciation right in connection with the termination of an option, the
amount of the bonus shall be determined by multiplying the total fair market
value of the shares and cash received pursuant to the exercise of the stock
appreciation right by the applicable bonus percentage. The bonus percentage
applicable to a bonus right shall be determined from time to time by the
Committee but shall in no event exceed 75 percent.

                     (c) CASH BONUS RIGHTS IN CONNECTION WITH STOCK BONUS. A
cash bonus right granted in connection with a stock bonus will entitle the
recipient to a cash bonus payable when the stock bonus is awarded or
restrictions, if any, to which the stock is subject lapse. If bonus stock
awarded is subject to restrictions and is repurchased by the Company or
forfeited by the holder, the cash bonus right granted in connection with the
stock bonus shall terminate and may not be exercised. The amount and timing of
payment of a cash bonus shall be determined by the Committee.

                     (d) CASH BONUS RIGHTS IN CONNECTION WITH STOCK PURCHASES. A
cash bonus right granted in connection with the purchase of stock pursuant to
paragraph 8 will entitle the recipient to a cash bonus when the shares are
purchased or restrictions, if any, to which the stock is subject lapse. Any cash
bonus right granted in connection with shares purchased pursuant to paragraph 8
shall terminate and may not be exercised in the event the shares are repurchased
by the Company or forfeited by the holder pursuant to applicable restrictions.
The amount and timing of payment of a cash bonus shall be determined by the
Committee.

                                       A-7
<PAGE>

                     (e) TAXES. The Company shall withhold from any cash bonus
paid pursuant to paragraph 10 the amount necessary to satisfy any applicable
federal, state and local withholding requirements.

           11. PERFORMANCE UNITS. The Committee may grant performance units
consisting of monetary units which may be earned in whole or in part if the
Company achieves certain goals established by the Committee over a designated
period of time, but not in any event more than 10 years. The goals established
by the Committee may include earnings per share, return on shareholders' equity,
return on invested capital, and such other goals as may be established by the
Committee. In the event that the minimum performance goal established by the
Committee is not achieved at the conclusion of a period, no payment shall be
made to the participants. In the event the maximum corporate goal is achieved,
100 percent of the monetary value of the performance units shall be paid to or
vested in the participants. Partial achievement of the maximum goal may result
in a payment or vesting corresponding to the degree of achievement as determined
by the Committee. Payment of an award earned may be in cash or in Class A Common
Stock or in a combination of both, and may be made when earned, or vested and
deferred, as the Committee determines. Deferred awards shall earn interest on
the terms and at a rate determined by the Committee. Unless otherwise determined
by the Committee, each performance unit granted under the Plan by its terms
shall be nonassignable and nontransferable by the holder, either voluntarily or
by operation of law, except by will or by the laws of descent and distribution
of the state or country of the holder's domicile at the time of death or
pursuant to a qualified domestic relations order as defined under the Code or
Title I of the Employee Retirement Income Security Act. Each participant who has
been awarded a performance unit shall, upon notification of the amount due, pay
to the Company in cash amounts necessary to satisfy any applicable federal,
state and local tax withholding requirements. If the participant fails to pay
the amount demanded, the Company may withhold that amount from other amounts
payable by the Company to the participant, including salary or fees for
services, subject to applicable law. With the consent of the Committee a
participant may satisfy this obligation, in whole or in part, by having the
Company withhold from any shares to be issued that number of shares that would
satisfy the withholding amount due or by delivering Class A Common Stock to the
Company to satisfy the withholding amount. The payment of a performance unit in
cash shall not reduce the number of shares of Class A Common Stock reserved for
issuance under the Plan. The number of shares reserved for issuance under the
Plan shall be reduced by the number of shares issued upon payment of an award.

           12. FOREIGN QUALIFIED GRANTS. Awards under the Plan may be granted to
such officers and employees of the Company and its subsidiaries and such other
persons described in paragraph 1 residing in foreign jurisdictions as the
Committee may determine from time to time. The Committee may adopt such
supplements to the Plan as may be necessary to comply with the applicable laws
of such foreign jurisdictions and to afford participants favorable treatment
under such laws; provided, however, that no award shall be granted under any
such supplement with terms which are more beneficial to the participants than
the terms permitted by the Plan.

           13. CHANGES IN CAPITAL STRUCTURE. If the outstanding Class A Common
Stock of the Company is hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company or of another corporation by reason of any reorganization, merger,
consolidation, plan of exchange, recapitalization, reclassification, stock
split-up, combination of shares or dividend payable in shares, appropriate
adjustment shall be made by the Committee in the number and kind of shares
available for awards under the Plan. In addition, the Committee shall make
appropriate adjustment in the number and kind of shares as to which outstanding
options and stock appreciation rights, or portions thereof then unexercised,
shall be exercisable, so that the optionee's proportionate interest before and
after the occurrence of the event is maintained. Notwithstanding the foregoing,
the Committee shall have no obligation to effect any adjustment that would or
might result in the issuance of fractional shares, and any fractional shares
resulting from any adjustment may be disregarded or provided for in any manner
determined by the Committee. Any such adjustments made by the Committee shall be
conclusive. In the event of dissolution of the Company or a merger,
consolidation or plan of exchange affecting the Company, in lieu of providing
for options and stock appreciation rights as provided above in this paragraph 13
or in lieu of having the options and stock appreciation rights continue
unchanged, the Committee may, in its sole discretion, provide a 30-day period
prior to such event during which optionees shall have the right to exercise
options and stock appreciation rights in whole or in part without any limitation
on exercisability and upon the expiration of which 30-day period all unexercised
options and stock appreciation rights shall immediately terminate.

                                       A-8
<PAGE>

           14. CORPORATE MERGERS, ACQUISITIONS, ETC. The Committee may also
grant options, stock appreciation rights, performance units, stock bonuses and
cash bonuses and issue restricted stock under the Plan having terms, conditions
and provisions that vary from those specified in this Plan provided that any
such awards are granted in substitution for, or in connection with the
assumption of, existing options, stock appreciation rights, stock bonuses, cash
bonuses, restricted stock and performance units granted, awarded or issued by
another corporation and assumed or otherwise agreed to be provided for by the
Company pursuant to or by reason of a transaction involving a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation to which the Company or a subsidiary is a party.

           15. AMENDMENT OF PLAN. The Board of Directors may at any time, and
from time to time, modify or amend the Plan in such respects as it shall deem
advisable because of changes in the law while the Plan is in effect or for any
other reason. Except as provided in paragraphs 6(a)(iv), 9 and 13, however, no
change in an award already granted shall be made without the written consent of
the holder of such award.

           16. APPROVALS. The obligations of the Company under the Plan are
subject to the approval of state and federal authorities or agencies with
jurisdiction in the matter. The Company will use its best efforts to take steps
required by state or federal law or applicable regulations, including rules and
regulations of the Securities and Exchange Commission and any stock exchange on
which the Company's shares may then be listed, in connection with the grants
under the Plan. The foregoing notwithstanding, the Company shall not be
obligated to issue or deliver Class A Common Stock under the Plan if such
issuance or delivery would violate applicable state or federal securities laws.

           17. EMPLOYMENT AND SERVICE RIGHTS. Nothing in the Plan or any award
pursuant to the Plan shall (i) confer upon any employee any right to be
continued in the employment of the Company or any subsidiary or interfere in any
way with the right of the Company or any subsidiary by whom such employee is
employed to terminate such employee's employment at any time, for any reason,
with or without cause, or to decrease such employee's compensation or benefits,
or (ii) confer upon any person engaged by the Company any right to be retained
or employed by the Company or to the continuation, extension, renewal, or
modification of any compensation, contract, or arrangement with or by the
Company.

           18. RIGHTS AS A SHAREHOLDER. The recipient of any award under the
Plan shall have no rights as a shareholder with respect to any Class A Common
Stock until the date of issue to the recipient of a stock certificate for such
shares. Except as otherwise expressly provided in the Plan, no adjustment shall
be made for dividends or other rights for which the record date occurs prior to
the date such stock certificate is issued.





                                       A-9