SUNAMERICA
                   1995 PERFORMANCE STOCK PLAN
                    Amended and Restated 1996

1.  PURPOSE.

     The purpose of the SunAmerica 1995 Performance Stock Plan is to
promote the success of SunAmerica Inc. by providing a method whereby
officers and other key employees of the Company may increase their
proprietary interest in its business, be encouraged to remain in the employ
of the Company and increase their personal interests in the continued
success and progress of the Company.

2.  DEFINITIONS.

     As used in this Plan or a Stock Agreement under this Plan, the
following terms shall have the indicated meanings:

     Award: An award under this Plan which consists of Restricted Shares or
Restricted Share Units and an opportunity to earn Super Shares.

     Award Agreement: With reference to a particular Award, the agreement
between the Company and the Participant containing, among other provisions,
(i) the restrictions set forth in or pursuant to Section 7, the Lapsing
Formula, if any, and the Performance Objectives which, if achieved during
the Performance Period with respect to which they were awarded, shall
cause, or accelerate the timing of,  the lapsing of restrictions imposed
upon all or part of the Restricted Shares covered by an Award or the
payment of the Restricted Share Units covered by an Award, and (ii) the
Super Performance Objectives which, if achieved during the Performance
Period with respect to which they were awarded, shall cause, or accelerate
the timing of,  the issuance of Super Shares.

     Beginning Market Value: The average closing price of the Stock for
each of the twenty trading days commencing ten trading days prior to the
first trading day of the Performance Period multiplied by the Weighted
Average Shares.

     Board: The board of directors of SunAmerica Inc.

     Code: The Internal Revenue Code of 1986, as amended.

     Committee: The Personnel, Compensation and Stock Plan Committee of the
Board, or such successor committee as the Board may appoint to administer
this Plan.  The Committee shall consist of two or more directors, each of
whom is a "disinterested person" or "non-employee director" as such terms
are defined in Rule 16b-3 of the Securities Exchange Act of 1934, as
amended (the "Act").

     Company: SunAmerica Inc. and its Subsidiaries.

     Earnings Per Share: The Company's aggregate earnings per share from
continuing operations before the cumulative effect of a change in
accounting principles and before extraordinary items, as reported in the
Company's consolidated financial statements.

     Ending Market Value: The average closing price of the Stock for each
of the twenty trading days commencing nine trading days prior to the last
trading day of the Performance Period multiplied by the Weighted Average
Shares.  Ending Market Value shall be adjusted for the payment of cash
dividends during the Performance Period, assuming such dividends had been
reinvested in Stock on the date paid to Shareholders using the methodology
consistent with the determination of the S&P 500 Index Total Return to
Shareholders.

     Lapsing Formula: With reference to Restricted Shares or Restricted
Share Units, a schedule which is a basis for establishing the number of
shares of Stock or Restricted Share Units which may be released from the
restrictions of an Award or paid pursuant to the satisfaction of payment
conditions thereunder, unless such restrictions are earlier released or
such payment conditions are earlier satisfied due to the achievement of
Performance Objectives or as otherwise provided in the Plan or in the
applicable Award Agreement.  Restricted Shares or Restricted Share Units
need not be subject to a Lapsing Formula if, in the discretion of the
Committee, it furthers the purposes of the Committee in the case of an
Award or Awards intended to satisfy the requirements for performance-based
compensation under Section 162(m) of the Code.

     Participant: An officer or other key employee of the Company selected
to participate in this Plan pursuant to its terms.

     Performance Objectives: Performance Objectives shall be stated as
specified levels of Earnings Per Share or Total Return to Shareholders as
measured against the S&P Index Total Return to Shareholders, or a
combination thereof as determined by the Committee, or in the case of
Participants who are not considered at the time of an Award to be
"executive officers" (as such term is defined in Rule 3b-7 under the
Securities Exchange Act of 1934) of SunAmerica Inc., such other criteria as
the Committee may determine in its discretion as the appropriate other
performance measure for the Award based on other performance criteria for
the Company or for any subsidiary or division, department or operation of
the Company.  With reference to a particular Award of Restricted Shares or 
Restricted Share Units, the threshold and target Performance Objectives are
the criteria established by the Committee which, if achieved, accelerate or
cause the release from restrictions of a specific percentage of the
Restricted Shares or the payment of a specified percentage of Restricted
Share Units.  With reference to a particular Award of Super Shares, the
Super Performance Objective is the criteria established by the Committee
which causes, or accelerates the timing of, the issuance of Super Shares. 
The Performance Objectives shall be specified in an Award Agreement and may
differ from Participant to Participant and from Award to Award.

     Performance Period: The Performance Period shall be October 1, 1994
through September 30, 1999, or a portion thereof as established by the
Committee.

     Plan: The SunAmerica 1995 Performance Stock Plan, as it may be amended
from time to time.

     Restricted Shares: A portion of an Award represented by shares of
Stock, which are issued and outstanding, but which remain subject to the
risk of forfeiture and restrictions on transfer, until the achievement of
specified Performance Objectives or, for certain Awards, the passage of
time pursuant to a Lapsing Formula, or the occurrence of other events
resulting in the lapse of restrictions applicable to such Award under the
Plan or under the applicable Award Agreement.

     Restricted Share Units: A portion of an Award represented by units,
each of which represents the unfunded and unsecured right to receive one
share of Stock upon the specified date or dates set forth in the applicable
Award Agreement or, if earlier, upon the achievement of Performance
Objectives specified in the applicable Award Agreement.

     S&P Index Total Return to Shareholders: The Standard & Poor's 500
Index Total Return to Shareholders as determined by Standard & Poor's
Compustat (or its successor), measured from the first day of the
Performance Period to the last day of the Performance Period.

     Stock: Common Stock, par value $1.00 per share, of SunAmerica Inc.

     Stock Agreement: An Award Agreement pertaining to an award of
Restricted Shares under the Plan.

     Super Performance Objectives: With reference to a particular Award of
Super Shares, the Super Performance Objectives and the criteria established
by the Committee which exceed the target Performance Objectives, the
achievement of which will cause the issuance of Super Shares.  The Super
Performance Objectives shall be specified in an Award Agreement and may
differ from Participant to Participant and from Award to Award.

     Super Shares: A portion of an Award represented by shares of Stock
issued free of restrictions at such times or upon the achievement of such
Super Performance Objectives as are specified in the applicable Award
Agreement.

     Subsidiary: A subsidiary of SunAmerica Inc. within the meaning of
Section 425(f) of the Code.

     Tax Date: The date on which taxes of any kind are required by law to
be withheld with respect to shares of Stock subject to an Award.

     Total Return to Shareholders: The amount (expressed as a percentage)
by which the Ending Market Value of the Stock exceeds its Beginning Market
Value.

     Weighted Average Shares: The weighted average number of shares of
Stock outstanding during the Performance Period, computed in the manner
used to determine primary earnings per common share in the Company's
financial statements.


3.  EFFECTIVE DATE AND TERM.

     This Plan, as amended and restated, shall become effective upon its
adoption by the Committee on November 9, 1996, and shall continue in effect
until all shares of Stock reserved for issuance hereunder have been issued
and all restrictions on transfer of such shares have lapsed or the
applicable Awards have otherwise terminated.  Notwithstanding the
foregoing, no Award shall be granted under the Plan after the date that is
five (5) years after January 27, 1995 or after such earlier date as the
Committee or the Board may decide, in its sole discretion.


4.  SHARES RESERVED UNDER PLAN.

     The aggregate number of shares of Stock which may be awarded under
this Plan shall not exceed 1,950,000 shares, subject to adjustment as
provided in this Plan.  The shares of Stock which may be granted pursuant
to Awards shall consist of either authorized but unissued shares of Stock
or shares of Stock which have been issued and which shall have been
heretofore or hereafter reacquired by the Company.  The total number of
shares authorized under this Plan shall be subject to increase or decrease
in order to give effect to the adjustment provisions of Section 16.A and to
give effect to any amendment adopted as provided in Section 14.  If any
Award granted under this Plan shall expire, terminate or be canceled for
any reason without the shares subject to such Award having been issued or
paid and freed of restrictions in full, the corresponding number of shares
shall again be available for purposes of this Plan.

      The maximum number of shares of Stock which may be awarded under
this Plan to any individual shall not exceed 450,000, subject to adjustment
as provided in this Plan.

5.  ELIGIBILITY.

     Participation in this Plan is limited to officers and other key
employees of the Company and other individuals who, in the Committee's
judgment, can make substantial contributions to the Company's long-term
profitability and value.  Nothing in this Plan or in any Award Agreement
shall in any manner be construed (i) to limit in any way the right of the
Company to terminate a Participant's employment at any time, without regard
to the effect of such termination or any rights such Participant would
otherwise have under this Plan, or (ii) to give any right to such
Participant to remain employed by the Company in any particular position or
at any particular rate of compensation.

6.  GRANT OF AWARDS.

     A.  Selection of Participants. Subject to the terms of this Plan, the
Committee shall select those Participants to whom Awards shall be granted. 
Awards shall generally be made at the beginning of the Performance Period
but may, in the Committee's discretion, be made from time to time during
the term of the Performance Period.

     B.  Award of Shares.  Each Award shall be composed of Restricted
Shares or Restricted Share Units and an opportunity to earn Super Shares. 
An Award shall not require payment of any consideration by the Participant,
other than continued service with the Company as set forth in this Plan or
any Award Agreement.

     C.  Form of Instrument.  Each Award shall be made pursuant to an Award
Agreement in a form prescribed by the Committee.  Such instrument shall
specify the restrictions or conditions to payment set forth in or pursuant
Section 7.C, a Lapsing Formula, if applicable, and the applicable
Performance Objectives and any other circumstances or events not otherwise
set forth in the Plan resulting in the lapsing of restrictions, vesting or
payment of benefits under an Award.

7.  RESTRICTED SHARES AND RESTRICTED SHARE UNITS.

     A.  Lapsing Formula.  Generally, Restricted Shares and Restricted
Share Units shall be subject to a Lapsing Formula pursuant to which the
restrictions or conditions to payment set forth in or pursuant to Section
7.C shall lapse or be satisfied, unless such restrictions have earlier
lapsed or such payment conditions have earlier been satisfied as to all or
part of the shares due to achievement of Performance Objectives during the
Performance Period or pursuant to this Plan or the applicable Award
Agreement.  The Committee may grant Restricted Shares or Restricted Share
Units which are not subject to a Lapsing Formula.

     B.  Performance Objectives.  Each Award of Restricted Shares or
Restricted Share Units (whether or not subject to a Lapsing Formula) shall
be subject to the achievement by the Company of Performance Objectives
during the Performance Period.

     C.  Rights with Respect to Restricted Shares and Restricted Share
Units.  Each Participant to whom an Award of Restricted Shares has been
made shall have beneficial ownership of such shares including the right to
vote the same and to receive dividends thereon.  Restricted Shares and
Restricted Share Units shall be subject to the following terms, conditions
and restrictions and such additional terms, conditions and restrictions as
may be determined by the Committee and included in the Stock Agreement or
Award Agreement.

      Until the restrictions set forth in or pursuant to this Section
7.C shall lapse pursuant to Sections 9, 10, 11 or the terms of a particular
Stock Agreement, Restricted Shares shall be held in escrow by the Company
and until the conditions to payment set forth in this Section 7.C shall be 
satisfied pursuant to Sections 9, 10, 11 or the terms of a particular Award
Agreement, Restricted Share Units shall represent the unfunded and
unsecured right to receive payment of the Restricted Share Units in
accordance with the terms of the applicable Award Agreement.  Prior to such
lapse or satisfaction, Restricted Shares and Restricted Share Units (i)
shall not be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of, and (ii) except as set forth in Sections 9, 10, 11
or the terms of a particular Stock Agreement or Award Agreement, shall be
returned to the Company or canceled, and all rights of the Participant to
such shares or in respect of such units shall terminate without any payment
of consideration by the Company, if the Participant's continuous employment
with the Company shall terminate with or without cause or as a result of
any event or otherwise for any reason. 

8.  SUPER SHARES.

     A.  Performance Objectives.  Super Shares shall be issued upon the
Committee's certification of the achievement of the Super Performance
Objectives or otherwise in accordance with the applicable Award Agreement. 
Super Performance Objectives shall be measured over the Performance Period
unless otherwise provided in an Award Agreement.

     B.  Rights with Respect to Super Shares.  No Participant shall have
any right, title or interest in Super Shares until such shares have been
issued.  All Awards of Super Shares shall, prior to issuance of such
Shares, be nontransferable except by will or laws of descent and
distribution or other permissible exception expressly authorized by the
Committee in the Award Agreement or any written amendment thereto.
9.  DETERMINATION OF AWARDS.

     A.  Determination at End of Performance Period.  As soon as
practicable after the close of Performance Period, or prior thereto if the
Committee in its discretion deems it appropriate, the Committee shall
determine whether the Performance Objectives and the Super Performance
Objectives have been achieved.  Each Participant who has received an Award
shall be notified as to whether the Performance Objectives and Super
Performance Objectives established for the Performance Period have been
achieved and the number of Restricted Shares or Restricted Share Units, if
any, with respect to which the restrictions or payment conditions of
Section 7.C have lapsed or been satisfied and the number of Super Shares,
if any, to be issued.

     B.  Treatment of Restricted Shares, Restricted Share Units and Super
Shares After Performance Period.  As to any Restricted Shares or Restricted
Share Units covered by an Award which have not had the restrictions or
payment conditions imposed by Section 7.C removed or satisfied, and as to
Super Shares which have not been earned, as of the last day of the
Performance Period, if such shares, Restricted Share Units or Super Shares
are subject to a Lapsing Formula, such restrictions shall lapse or such
payment conditions shall be satisfied in accordance with such Lapsing
Formula and, if such shares, Restricted Share Units or Super Shares are not
subject to a Lapsing Formula, all right, title and interest of the
Participant in such shares, Restricted Share Units and Super Shares shall
thereupon terminate.

10. CHANGE OF OWNERSHIP.

     Notwithstanding any provision of Section 7 or any other provision of
this Plan or any provision in any grant or award hereunder to the contrary,
all of the restrictions on the Restricted Shares granted under this Plan
shall lapse, and all conditions to payment of Restricted Share Units shall
be satisfied, upon the occurrence of a Change of Ownership.  A "Change of
Ownership" shall be deemed to have occurred if either (A) individuals who,
as of the initial effective date of this Plan, constitute the Board (as of
such initial effective date the "Incumbent Board") cease for any reason to
constitute at least a majority of the directors constituting the Board,
provided that any person becoming a director subsequent to the initial
effective date of this Plan whose election, or nomination for election by
the Company's shareholders, was approved by a vote of at least three-
quarters (3/4) of the directors comprising the Incumbent Board (other than
an election or nomination of an individual whose initial assumption of
office is (1) in connection with the acquisition by a third person,
including a "group" as such term is used in Section 13(d)(3) of the Act, of
beneficial ownership, directly or indirectly, of 20% or more of the
combined voting power of the Company's outstanding voting securities
ordinarily having the right to vote for the election of directors of the
Company (unless such acquisition of beneficial ownership was approved by a 
majority of the Incumbent Board), or (2) in connection with an actual or
threatened election contest relating to the election of the directors of
the Company as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Act) shall be, for purposes of this Plan, considered
as though such person were a member of the Incumbent Board, or (B) the
Board (a majority of which should consist of directors who are members of
the Incumbent Board) has determined that a Change of Ownership triggering
the lapse of restrictions or satisfaction of conditions as described in
this Section 10 shall have occurred.
 
11. EFFECT OF CERTAIN TERMINATION OF EMPLOYMENT OR OTHER SERVICES.
  
     A.  Termination Due to Death or Retirement.  Unless the Committee
otherwise provides in the applicable Award Agreement, where a Participant's
employment with the Company upon which an Award is based terminates at any
time because of death, or retirement on or after such Participant's normal
retirement date (as defined in accordance with the Company's retirement
policies), a proportionate number of the Restricted Shares as to which the
restrictions shall not have lapsed or Restricted Share Units as to which
the conditions to payment have not bee satisfied shall be held subject to
the terms and conditions of this Plan and the applicable Award Agreement
and the remaining shares or Restricted Share Units shall be returned to the
Company and all rights of the Participant to such shares or Restricted
Share Units shall terminate without any payment of consideration by the
Company on the date of such event.  The number of shares or Restricted
Share Units which shall remain subject to this Plan and the applicable
Stock or Award Agreement shall be a number determined by multiplying the
total number of shares (including Restricted Shares as to which
restrictions shall not have lapsed, Restricted Share Units as to which the 
conditions to payment shall not have been satisfied and Super Shares)
originally granted pursuant to any applicable Award by a fraction the
numerator of which is the number of days elapsed in the Performance Period
as of the date of such event and the denominator of which is the total
number of days in the Performance Period; provided, however, that the
Committee may, in its sole discretion, continue a greater number, or all,
of the shares or Restricted Share Units of any particular Award.  Unless
otherwise provided in the applicable Award Agreement, the continuing shares
or Restricted Share Units shall continue to vest only upon satisfaction of
the applicable Performance Objectives.

     B.  Termination for Reasons Other Than Death or Retirement.  Unless
the Committee otherwise provides in the applicable Award Agreement, where a
Participant's employment with the Company upon which an Award is based
terminates for any reason other than one set forth in Section 11.A above,
and whether or not the termination is initiated by the Participant or the
Company, any Restricted Shares and Restricted Share Units at the date of
such termination shall be returned to the Company and all rights of the
Participant to such shares and to any Super Shares shall terminate without
any payment of consideration by the Company.  Notwithstanding the
foregoing, the Committee may, in its sole discretion, waive automatic
termination as to some or all shares then subject to restrictions or
conditions and to any Super Shares and, to that extent, continue the
restrictions or other vesting or payment conditions in the same manner as
set forth in Section 11.A above.

12. DELIVERY OF SHARES.
  
     A.  Delivery.  No shares of Common Stock shall be delivered pursuant
to an Award until the requirements of all laws and regulations as may be
deemed by the Committee to be applicable thereto are satisfied.

     B.  Restrictions Upon Grant of Awards.  If the Board in its discretion
determines that the listing upon the New York Stock Exchange, the Pacific
Stock Exchange or any other exchange, or participation in NASDAQ or the
registration or qualification under any Federal or state laws of any shares
of Stock to be granted or delivered pursuant to this Plan (whether to
permit the grant of Awards or the resale or other disposition of any such
shares of Stock by or on behalf of Participants receiving such shares) is
necessary or desirable prior to delivery of the certificates for such
shares of Stock, then delivery shall not be made until such listing,
participation, registration or qualification shall have been completed.  In
such connection, the Company agrees that it will use its best efforts to
effect any such listing, participation, registration or qualification;
provided, however, that the Company shall not be required to use its best
efforts to effect such registration under the Securities Act of 1933, as
amended, other than on Form S-8, as presently in effect, or such other
forms as may be in effect from time to time calling for information
comparable to that presently required to be furnished under Form S-8.

     C.  Restrictions Under Resale of Unregistered Stock.  If the shares of
Stock that have been granted or delivered to a Participant pursuant to the
terms of this Plan are not registered under the Securities Act of 1933, as
amended, pursuant to an effective registration statement, such Participant,
if the Committee shall deem it advisable, may be required to represent and
agree in writing (i) that any shares of Stock acquired by such Participant
pursuant to this Plan will not be sold except pursuant to an effective
registration statement under the Securities Act of 1933, as amended, or
pursuant to an exemption from registration under said Act and (ii) that
such Participant is acquiring such shares of Stock for his or her own
account and not with a view to the distribution thereof.

     D.  Restrictive Legends.  Certificates for Restricted Shares delivered
pursuant to Awards shall bear an appropriate legend referring to the terms,
conditions and restrictions described in this Plan and in the Stock
Agreement.  Any attempt to dispose of any such shares of Stock in
contravention to the terms, conditions and restrictions described in this
Plan or in the Stock Agreement shall be ineffective.  Any shares of Stock
of the Company or other property or rights received by a Participant as a
stock dividend or as a result of any stock split, combination, exchange of
shares, reorganization, merger, consolidation or similar event with respect
to Restricted Shares shall have the same status and bear the same legend
and be held in escrow pursuant to Section 7.C as the Restricted Shares
received pursuant to the Award.

13. FINANCING AND WITHHOLDING.

     A.  Withholding of Taxes.  As a condition to the making of an Award,
the lapse of the restrictions pertaining to Restricted Shares, the payment
of Restricted Share Units or to the issuance of Super Shares, the Company
may require the Participant to pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of, any taxes of any kind
required by law to be withheld or paid with respect to such shares of
Stock.

     B.  Financing.  If requested by a Participant who has received Stock
pursuant to an Award, the Committee may in its discretion provide financing
to the Participant in a principal amount sufficient to pay the amount of
taxes required by law to be withheld with respect to such receipt of shares
of Stock.  Any such loan shall be subject to all legal requirements, and
restrictions pertinent thereto, including if applicable, Regulation G
promulgated by the Federal Reserve Board.  The grant of an Award shall in
no way obligate the Company or the Committee to provide any financing
whatsoever upon the lapse of restrictions on Restricted Shares, the payment
of Restricted Share Units or upon the issuance of Super Shares.

     C.  Withholding of Shares.

          (i)  If requested by Participant who has received shares of Stock
pursuant to an Award or Super Shares, the Committee may in its discretion
permit the Participant to satisfy any tax withholding obligations, in whole
or in part, by having the Company acquire, in the case of Restricted
Shares, or withhold in the case of Restricted Share Units and Super Shares,
a portion of such shares with a value equal to the amount of taxes required
by law to be withheld.

          (ii) Requests by a Participant to have shares of Stock so
acquired or withheld shall be (a) made prior to the Tax Date, and (b)
irrevocable.  In addition, in the event the Participant is an officer or
director of the Company within the meaning of Section 16 of the Act, the
Committee may impose such other limitations as it deems appropriate for
Section 16 compliance.

14.  AMENDMENTS, SUSPENSION OR DISCONTINUANCE.

     The Board may amend, suspend, or discontinue the Plan. 
Notwithstanding the foregoing, the Board may not, without the prior
approval of the shareholders of the Company, make any amendment that under
applicable law requires shareholder approval.

15.  ADMINISTRATION OF PLAN.

     A.  Powers of the Committee.  This Plan shall be administered by the
Committee.  Subject to the express provisions of this Plan, the Committee,
in its sole and absolute discretion, shall be authorized and empowered to
do all things necessary or desirable in connection with the administration
of this Plan, including, without limitation, the following:

          (i) adopt, amend and rescind rules, regulations and procedures
relating to this Plan and its administration of the Awards granted under
this Plan;
          (ii) determine which persons meet the eligibility requirements of
Section 5 under this Plan and to which of such person, if any, Awards will
be granted under this Plan;

          (iii) grant Awards to persons determined to be eligible and
determine the terms and conditions of such Awards, including but not
limited to the number of Restricted Shares, Restricted Share Units or Super
Shares, and the times at which and conditions upon which Awards vest, are
paid, expire or terminate, or restrictions thereon will lapse, or
acceleration of the receipt of benefits, or the lapse of restrictions
pursuant to such Award upon the occurrence of specified events deemed
appropriate by the Committee (including, without limitation, a change of
control of the Company) or in other circumstances or upon the occurrence of
other events including those of a personal nature, as deemed appropriate by
the Committee;

          (iv) establish criteria for the vesting of Awards, including the
applicable Performance Objectives and Super Performance Objectives and
determine the achievement thereof;

          (v) determine whether, and the extent to which, adjustments are
required pursuant to Section 16 hereof or an amendment to an Award is
appropriate;

          (vi) interpret and construe this Plan and the terms and
conditions of any Award granted hereunder, whether before or after the
termination of this Plan; and

          (vii) determine the circumstances under which, consistent with
the provisions of this Plan, any outstanding Award and the applicable Award
Agreement will be amended; which authority (except as to clause (ii) and,
insofar as an initial grant is made, (iii) above) shall remain in effect so
long as any Award remains outstanding under this Plan.

     B.  Determinations.  Any action taken by, or inaction of, the Company,
the Board or the Committee relating or pursuant to this Plan shall be
within the absolute discretion of that entity or body and shall be
conclusive and binding upon all persons.  No member of the Board or officer
of the Company shall be liable for any such action or inaction of the
entity or body, of another person, or except in circumstances involving bad
faith, of himself or herself.  In making any determination or in taking or
not taking any action under this Plan, the Board and the Committee may
obtain and may rely upon the advice of experts, including professional
advisors to the Company. No director, officer or agent of the Company shall
be liable for any such action or determination taken or made or omitted in
good faith.  The Committee may delegate ministerial, nondiscretionary
functions to individuals who are officers or employees of the Company.

16. MISCELLANEOUS PROVISIONS.

     A.  Adjustments.

          (i)  Changes From Material Acquisitions, Dispositions,
Recapitalization, and Other Events.  In the event of a change in
capitalization, a material acquisition or disposition of business or
assets, a material reorganization or restructuring, or any extraordinary
gain or loss that affects the Company (on a consolidated basis) or the
applicable business entity and that was not anticipated by the Committee in
setting the specific Performance Objectives and threshold and target Super
Performance Objectives for the Performance Period, the Committee, subject
to Section 16.C, may make adjustments to the Performance Objectives or the
number of shares subject to the Award, applied as of the date of such
event, based solely on objective criteria, so as to neutralize, in the
Committee's best judgment, the effect of the change on the applicable
Performance Objectives and total amount of the Award for the Performance
Period.

          (ii) If (A) the outstanding shares of Stock (the "outstanding
shares") (1) are increased, decreased, exchanged or converted as a result
of a stock split (including a split in the form of a stock dividend),
reverse stock split, or the like or (2) are exchanged for or converted into
cash, property or a different number or kind of securities (or if cash,
property or securities are distributed in respect of the outstanding
shares), as a result of a reorganization, merger, consolidation,
recapitalization, restructuring, or reclassification, or (B) substantially
all of the property and assets of the Company are sold, then, unless the
terms of such transaction shall otherwise provide, the Committee shall make
equitable, appropriate and proportionate adjustments in (w) the number of
Restricted Share Units subject to any outstanding Award, (x) the number and
type of shares or other securities or cash or other property that may be
acquired pursuant to an Award of Super Shares previously granted under this
Plan, and (y) the maximum number and type of shares or other securities
that may be issued pursuant to Awards thereafter granted under this Plan,
and (z) such other terms as necessarily are affected by such event.

          (iii)  Accounting Matters.  Similar changes with respect to the
Performance Objectives shall be made in the case of material changes in
accounting policies or practices affecting the Company, to the extent any
thereof was not anticipated at the time the specific performance levels
were set, based on objective criteria so as to neutralize, in the
Committee's best judgment, the effect of the change or event on the
applicable Performance Objectives for the Performance Period.

     B.  Designation of Beneficiaries.  A Participant may designate a
beneficiary or beneficiaries to receive such Participant's Stock hereunder
in the event of such Participant's death, and Participant may, from time to
time, change any such beneficiary designation.  All beneficiary
designations and changes therein shall be in writing and shall be effective
only if and when delivered by the Committee during the lifetime of the
Participant.

     C.  Limitation on Changes Materially Adverse to a Participant.  No
amendment or termination of the Plan or change in or affecting any
outstanding Award shall deprive in any material respect the Participant,
without the consent of such Participant, of any of his or her rights or
benefits under or with respect to the Award.  Adjustments contemplated by
Section 16.D shall not be deemed to constitute a change requiring such
consent.

     D.  Plan Construction.  It is the intent of the Company that this Plan
and Awards hereunder satisfy and be interpreted in a manner that in the
case of recipients who are or may be subject to Section 16 of the Act
satisfies the applicable requirements of Rule 16b-3 so that such persons
will be entitled to the benefits of Rule 16b-3 or other exemptive rules
under Section 16 of the Act and will not be subjected to avoidable
liability thereunder.  It is further the intent of the Company that Awards
under this Plan that are granted to or held by individuals in respect of
whose compensation the Company may be subject to Section 162(m) of the Code
be designed and construed in a manner that satisfies the requirements
thereof in the manner and to the maximum extent deemed desirable by the
Committee.  If any provision of this Plan or of any Award would otherwise
frustrate or conflict with the intent expressed above, that provision to
the extent possible shall be interpreted and deemed amended so as to avoid
such conflict.

     C.  Non-Exclusivity of Plan.  Nothing in this Plan shall limit or be
deemed to limit the authority of the Board or the Committee to grant awards
or authorize any other compensation, with or without reference to stock,
under any other plan, agreement or authority.