ANNEX I


                       Kuhlman Corporation
                     Long-Term Incentive Plan

     Effective August 8, 1996, and As Amended January 1, 1998


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Contents                                                      Page
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 Article 1.Establishment, Objectives, and Duration . . . . . .  1

 Article 2.Definitions . . . . . . . . . . . . . . . . . . . .  1

 Article 3.Administration. . . . . . . . . . . . . . . . . . .  5

 Article 4.Shares Subject to the Plan and Maximum Awards . . .  5

 Article 5.Eligibility and Participation . . . . . . . . . . .  6

 Article 6.Employee Stock Options. . . . . . . . . . . . . . .  7

 Article 7.Nonemployee Director Stock Options. . . . . . . . .  8

 Article 8.Stock Appreciation Rights . . . . . . . . . . . . . 10

 Article 9.Restricted Stock. . . . . . . . . . . . . . . . . . 11

 Article 10.Performance Units and Performance Shares . . . . . 12

 Article 11.Performance Measures . . . . . . . . . . . . . . . 14

 Article 12.Beneficiary Designation. . . . . . . . . . . . . . 14

 Article 13.Deferrals. . . . . . . . . . . . . . . . . . . . . 14

 Article 14.Rights of Employees. . . . . . . . . . . . . . . . 15

 Article 15.Change in Control. . . . . . . . . . . . . . . . . 15

 Article 16.Amendment, Modification, and Termination . . . . . 15

 Article 17.Withholding. . . . . . . . . . . . . . . . . . . . 16

 Article 18.Indemnification. . . . . . . . . . . . . . . . . . 17

 Article 19.Successors and Assigns . . . . . . . . . . . . . . 17

 Article 20.Legal Construction . . . . . . . . . . . . . . . . 17
                                 


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           Kuhlman Corporation Long-Term Incentive Plan


 Article 1.Establishment, Objectives, and Duration

      1.1.Establishment of the Plan.  Kuhlman Corporation, a
Delaware corporation (hereinafter referred to as the Company ),
hereby establishes, subject to approval by the Company's
stockholders at the Company's 1997 annual meeting of stockholders,
an incentive compensation plan to be known as the Kuhlman
Corporation Long-Term Incentive Plan (hereinafter referred to as
the Plan ), as set forth in this document.

     The Plan permits the grant of Nonqualified Stock Options,
Incentive Stock Options, Stock Appreciation Rights, Restricted
Stock, Performance Shares and Performance Units.

     The Plan shall become effective as of August 8, 1996 (the
Effective Date ), as amended January 1, 1998, which amendment is
effective as of August 8, 1996, and shall remain in effect as
provided in Section 1.3 hereof.

      1.2.Objectives of the Plan.  The objectives of the Plan are
to optimize the profitability and growth of the Company through
incentives which are consistent with the Company's goals and which
link the personal interests of Participants to those of the
Company's stockholders; to provide Participants with an incentive
for excellence in individual performance; and to promote teamwork
among Participants.  The Plan is further intended to provide
flexibility to the Company in its ability to motivate, attract, and
retain the services of Participants who make significant
contributions to the Company's success and to allow Participants to
share in the success of the Company.

      1.3.Duration of the Plan.  The Plan shall commence on the
Effective Date, as described in Section 1.1 hereof, and shall
remain in effect, subject to the right of the Board of Directors to
amend or terminate the Plan at any time pursuant to Article 15
hereof, until all Shares subject to it shall have been purchased or
acquired according to the Plan's provisions.  However, in no event
may an Award be granted under the Plan on or after August 7, 2006.

 Article 2.Definitions

     Whenever used in the Plan, the following terms shall have the
meanings set forth below, and when the meaning is intended, the
initial letter of the word shall be capitalized:

      2.1.Affiliate means any person who is, at the Effective Date,
controlling or controlled by, or under common control with, the
Company.

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      2.2.Award means, individually or collectively, a grant under
this Plan of Nonqualified Stock Options, Incentive Stock Options,
Stock Appreciation Rights, Restricted Stock, Performance Shares or
Performance Units.

      2.3.Award Agreement means an agreement entered into by the
Company and each Participant setting forth the terms and provisions
applicable to Awards granted under this Plan.

      2.4.Beneficial Owner or Beneficial Ownership shall have the
meaning ascribed to such term in Rule 13d-3 of the General Rules
and Regulations under the Exchange Act.

      2.5.Board or Board of Directors means the Board of Directors
of the Company.

      2.6.A Change in Control of the Company shall have occurred
if, after the Effective Date:  (a) Any Person (within the meaning
of Section 13(d) of the Exchange Act) other than the Company or an
Affiliate shall become the Beneficial Owner, directly or
indirectly, of twenty percent (20%) or more of the outstanding
Voting Stock (such Person's beneficial ownership to be determined,
in the case of rights to acquire Voting Stock, pursuant to
paragraph (d) of Rule 13d-3 under the Exchange Act); or (b) The
stockholders of the Company shall approve:  (i) the dissolution of
the Company; or (ii) any sale, lease, exchange, or other transfer
of all or substantially all of the assets of the Company to any
Person other than an Affiliate; or (iii) a merger or consolidation
of the Company with or into any Person other than an Affiliate.

      2.7.Code means the Internal Revenue Code of 1986, as amended
from time to time.

      2.8.Committee means the Compensation Committee of the Board,
as specified in Article 3 herein, or such other committee appointed
by the Board to administer the Plan with respect to grants of
Awards.  Where appropriate to qualify Awards for the
Performance-Based Exception, the Committee shall have a minimum of
two (2) directors and shall consist solely of outside directors, as
required by Code Section 162(m).

      2.9.Company means Kuhlman Corporation, a Delaware
corporation, and any successor or assign thereto as provided in
Article 19 herein.

      2.10.Director means any individual who is a member of the
Board of Directors of Kuhlman Corporation.

      2.11.Disability shall have the meaning ascribed to such
term in the discretion of the Committee.

      2.12.Effective Date shall have the meaning ascribed to
such term in Section 1.1 hereof.

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      2.13.Employee means any employee of the Company or its
Subsidiaries.  Directors who are not employed by the Company shall
not be considered Employees under this Plan.

      2.14.Exchange Act means the Securities Exchange Act of
1934, as amended from time to time, or any successor act thereto.

      2.15.Fair Market Value shall be determined on the basis
of the closing sale price, rounded, if necessary, the next full
$.01 of the closing price, on the New York Stock Exchange Composite
Tape, or if not listed on such exchange, any other national
exchange on which the Shares are listed or included for quotation,
if applicable, on which the Shares are traded or, if there is no
such sale on the relevant date, then on the last previous day on
which a sale was reported.

      2.16.Freestanding SAR means an SAR that is granted
independently of any Options, as described in Article 8 herein.

      2.17.Incentive Stock Option or ISO means an option to
purchase Shares granted under Article 6 herein and which is
designated as an Incentive Stock Option and which is intended to
meet the requirements of Code Section 422.

      2.18.Insider shall mean an individual who is, on the
relevant date, an officer, director or ten percent (10%) beneficial
owner of any class of the Company's equity securities that is
registered pursuant to Section 12 of the Exchange Act, all as
defined under Section 16 of the Exchange Act.

      2.19.Named Executive Officer means a Participant who, as
of the date of vesting and/or payout of an Award, as applicable, is
one of the group of covered employees, as defined in the
regulations promulgated under Code Section 162(m), or any successor
statute.

      2.20.Nonemployee Director means an individual who is a
member of the Board of Directors of the Company but who is not an
Employee of the Company.

      2.21.Nonqualified Stock Option or NQSO means an option to
purchase Shares granted under Articles 6 or 7 herein and which is
not intended to meet the requirements of Code Section 422.

      2.22.Option means an Incentive Stock Option or a
Nonqualified Stock Option, as described in Articles 6 or 7 herein.

      2.23.Option Price means the price at which a Share may be
purchased by a Participant pursuant to an Option.

      2.24.Participant means an Employee or Director who has
outstanding an Award granted under the Plan.

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      2.25.Performance-Based Exception means the
performance-based exception from the tax deductibility limitations
of Code Section 162(m).

      2.26.Performance Share means an Award granted to an
Employee, as described in Article 10 herein.

      2.27.Performance Unit means an Award granted to an
Employee, as described in Article 10 herein.

      2.28.Period of Restriction means the period during which
the transfer of Shares of Restricted Stock is limited in some way
(based on the passage of time, the achievement of performance
goals, or upon the occurrence of other events as determined by the
Committee, at its discretion), and the Shares are subject to a
substantial risk of forfeiture, as provided in Article 8 herein.

      2.29.Person means any individual, corporation,
partnership, joint venture, association, joint-stock company,
limited partnership, limited liability company, trust,
unincorporated organization, government or agency or political
subdivision of any government.  When the context of this Plan so
indicates, such term also has the meaning assigned to it in Section
13(d) of the Exchange Act.

      2.30.Restricted Stock means an Award granted to an
Employee pursuant to Article 9 herein.

      2.31.Retirement shall have the meaning ascribed to such
term in the discretion of the Committee.

      2.32.Shares means the shares of the Company's common
stock, par value $1.00 per share.

      2.33.Stock Appreciation Right or SAR means an Award,
granted alone or in connection with a related Option, designated as
an SAR, pursuant to the terms of Article 8 herein.

      2.34.Subsidiary means any corporation in which the
Company owns directly, or indirectly through subsidiaries, at least
fifty percent (50%) of the total combined voting power of all
classes of stock, or any other entity (including, but not limited
to, partnerships and joint ventures) in which the Company owns at
least fifty percent (50%) of the combined equity thereof.

      2.35.Tandem SAR means an SAR that is granted in
connection with a related Option pursuant to Article 8 herein, the
exercise of which shall require forfeiture of the right to purchase
a Share under the related Option (and when a Share is purchased
under the Option, the Tandem SAR shall similarly be canceled).

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      2.36.Voting Stock means shares of capital stock of the
Company the holders of which are entitled to vote for the election
of directors of the Company, but excluding shares entitled to vote
only upon the occurrence of a contingency unless that contingency
shall have occurred.

 Article 3.Administration

      3.1.The Committee.  The Plan shall be administered by the
Committee, or for Awards that are not intended to comply with Code
Section 162(m) by any other committee appointed by the Board to
administer the Plan with respect to the grant of Awards.  The
members of the committee shall be appointed from time to time by,
and shall serve at the discretion of, the Board of Directors.

      3.2.Authority of the Committee.  Except as limited by law or
by the Certificate of Incorporation or Bylaws of the Company, and
subject to the provisions herein, the Committee shall have full
power to select Employees and Nonemployee Directors who shall
participate in the Plan; determine the sizes and types of Awards;
determine the terms and conditions of Awards in a manner consistent
with the Plan; construe and interpret the Plan and any agreement or
instrument entered into under the Plan as they apply to Employees;
establish, amend, or waive rules and regulations for the Plan's
administration as they apply to Employees; and (subject to the
provisions of Article 15 herein) amend the terms and conditions of
any outstanding Award to the extent such terms and conditions are
within the discretion of the Committee as provided in the Plan. 
Further, the Committee shall make all other determinations which
may be necessary or advisable for the administration of the Plan,
as the Plan applies to Employees and Nonemployee Directors.  As
permitted by law, the Committee may delegate its authority as
identified herein.

      3.3.Decisions Binding.  All determinations and decisions made
by the Committee pursuant to the provisions of the Plan and all
related orders and resolutions of the Board shall be final,
conclusive and binding on all persons, including the Company, its
stockholders, Directors, Employees, Participants, and their estates
and beneficiaries.

 Article 4.Shares Subject to the Plan and Maximum Awards

      4.1.Number of Shares Available for Grants.  Subject to
adjustment as provided in Section 4.2 herein, there is hereby
reserved for issuance under the Plan in each calendar year,
commencing in calendar year 1997 through calendar year 1999, two
and one-half percent (2.5%) of the outstanding Shares as of the
first business day of each calendar year for Awards granted under
Articles 6, 8, 9, and 10.  The Shares available for grants of
Awards under Articles 6, 8, 9, and 10 in any year shall be
increased by the number of Shares available under the Plan in
previous years but not covered by Awards granted under the Plan in
those years, as well as any Shares as to which Awards granted under
the Plan have lapsed, expired, terminated, or been canceled. 
Subject to adjustment as provided in Section 4.2 herein, there is
hereby reserved for issuance, in addition to the Shares reserved
for issuance above, one hundred thousand (100,000) and three
hundred thousand (300,000) Shares under Articles 7 and 10 of the
Plan, respectively.  Subject to the authorizations set forth

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above,the number of Shares which may be granted to Employees under the
Plan in the form of ISOs shall be limited to seven hundred fifty
thousand (750,000) and the number of Shares which may be granted
under the Plan in the form of Restricted Stock shall be limited to
two hundred fifty thousand (250,000).  The Committee shall
determine the appropriate methodology for calculating the number of
shares issued pursuant to the Plan.

     The following rules shall apply to grants of such Awards under
the Plan:

      (a)Stock Options:  The maximum aggregate number of Shares
that may be granted in the form of Stock Options, pursuant to any
Award granted in any one fiscal year to any one single Participant
shall be one hundred thousand (100,000).

      (b)SARs:  The maximum aggregate number of Shares that may be
granted in the form of Stock Appreciation Rights, pursuant to any
Award granted in any one fiscal year to any one single Participant
shall be fifty thousand (50,000).

      (c)Restricted Stock:  The maximum aggregate grant with
respect to Awards of Restricted Stock granted in any one fiscal
year to any one Participant shall be fifty thousand (50,000)
Shares.

      (d)Performance Shares/Performance Units:  The maximum
aggregate payout with respect to Awards of Performance Shares or
Performance Units granted in any one fiscal year to any one
Participant shall be the value of one hundred thousand (100,000)
Shares at the beginning of the Performance Period.

      4.2.Adjustments in Authorized Shares.  In the event of any
change in corporate capitalization, such as a stock split, reverse
stock split, or a corporate transaction, such as any merger,
consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any
reorganization (whether or not such reorganization comes within the
definition of such term in Code Section 368) of the Company, such
adjustment shall be made in the number and class of Shares which
may be delivered under Section 4.1, in the number and class of
and/or price of Shares subject to outstanding Awards granted under
the Plan, and in the Award limits set forth in subsections 4.1(a)
and 4.1(b), as may be determined to be appropriate and equitable by
the Committee, in its sole discretion, to prevent dilution or
enlargement of rights; provided, however, that the number of Shares
subject to any Award shall always be a whole number.

 Article 5.Eligibility and Participation

      5.1.Eligibility.  Persons eligible to participate in this
Plan include all Employees, including Employees who are members of
the Board, and all Directors.

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      5.2.Actual Participation.  Subject to the provisions of the
Plan, the Committee may, from time to time, select from all
eligible Employees and Directors, those to whom Awards shall be
granted and shall determine the nature and amount of each Award.

 Article 6.Employee Stock Options

      6.1.Grant of Options.  Subject to the terms and provisions of
the Plan, Options may be granted to Employees in such number, and
upon such terms, and at any time and from time to time as shall be
determined by the Committee.

      6.2.Award Agreement.  Each Option grant under this Article 6
shall be evidenced by an Award Agreement that shall specify the
Option Price, the duration of the Option, the number of Shares to
which the Option pertains, and such other provisions as the
Committee shall determine.  The Award Agreement also shall specify
whether the Option is intended to be an ISO within the meaning of
Code Section 422, or an NQSO whose grant is intended not to fall
under the provisions of Code Section 422.

      6.3.Option Price.  The Option Price for each grant of an
Option under this Article 6 shall be at least equal to one hundred
percent (100%) of the Fair Market Value of a Share on the date the
Option is granted.

      6.4.Duration of Options.  Each Option granted to an Employee
shall expire at such time as the Committee shall determine at the
time of grant; provided, however, that no ISO shall be exercisable
later than the tenth (10th) anniversary date of its grant.

      6.5.Exercise of Options.  Options granted under this Article
6 shall be exercisable at such times and be subject to such
restrictions and conditions as the Committee shall in each instance
approve, which need not be the same for each grant or for each
Employee.

      6.6.Payment.  Options granted under this Article 6 shall be
exercised by the delivery of a written notice of exercise to the
Company, setting forth the number of Shares with respect to which
the Option is to be exercised, accompanied by full payment for the
Shares.  The Option Price upon exercise of any Option shall be
payable to the Company in full either:  (a) in cash or its
equivalent, or (b) by tendering previously acquired Shares having
an aggregate Fair Market Value at the time of exercise equal to the
total Option Price, or (c) by a combination of (a) and (b).  The
Committee also may allow cashless exercise as permitted under
Federal Reserve Board's Regulation T, subject to applicable
securities law restrictions, or by any other means which the
Committee determines to be consistent with the Plan's purpose and
applicable law.  Subject to any governing rules or regulations, as
soon as practicable after receipt of a written notification of
exercise and full payment, the Company shall deliver to the
Employee, in the Employee's name, Share certificates in an
appropriate amount based upon the number of Shares purchased under
the Option(s).

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      6.7.Restrictions on Share Transferability.  The Committee may
impose such restrictions on any Shares acquired pursuant to the
exercise of an Option granted under this Article 6 as it may deem
advisable, including, without limitation, restrictions under
applicable federal securities laws, under the requirements of any
stock exchange or market upon which such Shares are then listed
and/or traded, and under any blue sky or state securities laws
applicable to such Shares.

      6.8.Termination of Employment.  Each Employee's Option Award
Agreement shall set forth the extent to which the Employee shall
have the right to exercise the Option following termination of the
Employee's employment with the Company.  Such provisions shall be
determined in the sole discretion of the Committee, shall be
included in the Award Agreement entered into with each Employee,
need not be uniform among all Options issued pursuant to this
Article 6, and may reflect distinctions based on the reasons for
termination of employment.

      6.9.Nontransferability of Options.

      (a)Incentive Stock Options.  No ISO granted under the Plan
may be sold, or as otherwise determined by the Committee,
transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution.  Further, all ISOs granted to an Employee under the
Plan shall be exercisable during his or her lifetime only by such
Employee or by the Employee's guardian or legal representative.

      (b)Nonqualified Stock Options.  Except as otherwise provided
in an Employee's Award Agreement, no NQSO granted under this
Article 6 may be sold, or as otherwise determined by the Committee,
transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution.  Further, except as otherwise provided in an
Employee's Award Agreement, all NQSOs granted to an Employee under
this Article 6 shall be exercisable during his or her lifetime only
by such Employee or by the Employee's guardian or legal
representative.

 Article 7.Nonemployee Director Stock Options

      7.1.Grant of Options.  Subject to the terms and provisions of
the Plan, each Nonemployee Director of the Company on August 9,
1996 shall receive a grant of NQSOs to acquire 2,000 shares as of
such date, subject to approval of the Plan by stockholders.  In
addition, each Nonemployee Director shall receive annually NQSOs to
acquire 2,000 Shares concurrent with the Board of Directors meeting
following the Company's annual meeting of stockholders.  If a
Nonemployee Director begins service other than in connection with
an annual meeting of stockholders, such Nonemployee Director shall
receive a grant of NQSOs to acquire 2,000 Shares, which grant shall
be prorated based on the length of time until the next annual
meeting of stockholders.

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      7.2.Award Agreement.  Each NQSO grant under this Article 7
shall be evidenced by an Award Agreement that shall specify the
Option Price, the duration of the NQSO, the number of Shares to
which the Option pertains, and such other provisions as the
Committee shall determine.

      7.3.Option Price.  The Option Price for each grant of an NQSO
under this Article 7 shall be equal to one hundred percent (100%)
of the Fair Market Value of a Share on the date the NQSO is
granted.

      7.4.Duration of Options.  Each NQSO granted to a Nonemployee
Director shall expire on the tenth (10th) anniversary date of its
grant.

      7.5.Exercise of Options.  NQSOs granted under this Article 7
shall become exercisable six (6) months from the date of grant and
be subject to such restrictions and conditions as the Committee
shall in each instance approve, which need not be the same for each
grant or for each Nonemployee Director.

      7.6.Payment.  Options granted under this Article 7 shall be
exercised by the delivery of a written notice of exercise to the
Company, setting forth the number of Shares with respect to which
the NQSO is to be exercised, accompanied by full payment for the
Shares.  The Option Price upon exercise of any NQSO shall be
payable to the Company in full either:  (a) in cash or its
equivalent, or (b) by tendering previously acquired Shares having
an aggregate Fair Market Value at the time of exercise equal to the
total Option Price, or (c) by a combination of (a) and (b).  The
Committee also may allow cashless exercise as permitted under
Federal Reserve Board's Regulation T, subject to applicable
securities law restrictions, or by any other means which the
Committee determines to be consistent with the Plan's purpose and
applicable law.  Subject to any governing rules or regulations, as
soon as practicable after receipt of a written notification of
exercise and full payment, the Company shall deliver to the
Nonemployee Director, in the Nonemployee Director's name, Share
certificates in an appropriate amount based upon the number of
Shares purchased under the NQSO(s).

      7.7.Restrictions on Share Transferability.  The Committee may
impose such restrictions on any Shares acquired pursuant to the
exercise of an Option granted under this Article 7 as it may deem
advisable, including, without limitation, restrictions under
applicable federal securities laws, under the requirements of any
stock exchange or market upon which such Shares are then listed
and/or traded, and under any blue sky or state securities laws
applicable to such Shares.

      7.8.Termination of Service.  Each Nonemployee Director's
Option Award Agreement shall set forth the extent to which the
Nonemployee Director shall have the right to exercise the Option
following termination of the Nonemployee Director's service with
the Company.  Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Award
Agreement entered into with each Nonemployee Director, need not be
uniform among all Options issued pursuant to this Article 7, and
may reflect distinctions based on the reasons for termination of
service.

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      7.9.Nontransferability of Options.  No NQSO granted under
this Article 7 may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution.  Notwithstanding the foregoing,
the Committee may, in its sole discretion, permit a Nonemployee
Director to transfer an NQSO to members of the Nonemployee
Director's immediate family, including trusts for the benefit of
such family members and partnerships in which such family members
are the only partners, or to other persons or entities which are
approved in advance by the Committee.  Further, except as otherwise
provided in a Nonemployee Director's Award Agreement, all NQSOs
granted to a Nonemployee Director under this Article 7 shall be
exercisable during his or her lifetime only by such Nonemployee
Director.

 Article 8.Stock Appreciation Rights

      8.1.Grant of SARs.  Subject to the terms and conditions of
the Plan, SARs may be granted to Employees at any time and from
time to time as shall be determined by the Committee.  The
Committee may grant Freestanding SARs, Tandem SARs, or any
combination of these forms of SAR.  The Committee shall have
complete discretion in determining the number of SARs granted to
each Employee (subject to Article 4 herein) and, consistent with
the provisions of the Plan, in determining the terms and conditions
pertaining to such SARs.

     The grant price of a Freestanding SAR shall equal the Fair
Market Value of a Share on the date of grant of the SAR.  The grant
price of Tandem SARs shall equal the Option Price of the related
Option.

      8.2.Exercise of Tandem SARs.  Tandem SARs may be exercised
for all or part of the Shares subject to the related Option upon
the surrender of the right to exercise the equivalent portion of
the related Option.  A Tandem SAR may be exercised only with
respect to the Shares for which its related Option is then
exercisable.

     Notwithstanding any other provision of this Plan to the
contrary, with respect to a Tandem SAR granted in connection with
an ISO:  (i) the Tandem SAR will expire no later than the
expiration of the underlying ISO; (ii) the value of the payout with
respect to the Tandem SAR may be for no more than one hundred
percent (100%) of the difference between the Option Price of the
underlying ISO and the Fair Market Value of the Shares subject to
the underlying ISO at the time the Tandem SAR is exercised; and
(iii) the Tandem SAR may be exercised only when the Fair Market
Value of the Shares subject to the ISO exceeds the Option Price of
the ISO.

      8.3.Exercise of Freestanding SARs.  Freestanding SARs may be
exercised upon whatever terms and conditions the Committee, in its
sole discretion, imposes upon them.

      8.4.SAR Agreement.  Each SAR grant shall be evidenced by an
Award Agreement that shall specify the grant price, the term of the
SAR, and such other provisions as the Committee shall determine.

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      8.5.Term of SARs.  The term of an SAR granted under the Plan
shall be determined by the Committee, in its sole discretion;
provided, however, that such term shall not exceed ten (10) years.

      8.6.Payment of SAR Amount.  Upon exercise of an SAR, an
Employee shall be entitled to receive payment from the Company in
an amount determined by multiplying:  (a) The difference between
the Fair Market Value of a Share on the date of exercise over the
grant price; by (b) The number of Shares with respect to which the
SAR is exercised.  At the discretion of the Committee, the payment
upon SAR exercise may be in cash, in Shares of equivalent value, or
in some combination thereof.

      8.7.Termination of Employment.  Each SAR Award Agreement
shall set forth the extent to which the Employee shall have the
right to exercise the SAR following termination of the Employee's
employment with the Company and/or its subsidiaries.  Such
provisions shall be determined in the sole discretion of the
Committee, shall be included in the Award Agreement entered into
with Employees, need not be uniform among all SARs issued pursuant
to the Plan, and may reflect distinctions based on the reasons for
termination of employment.

      8.8.Nontransferability of SARs.  Except as otherwise provided
in an Employee's Award Agreement, no SAR granted under the Plan may
be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution.  Further, except as otherwise provided in an
Employee's Award Agreement, all SARs granted to an Employee under
the Plan shall be exercisable during his or her lifetime only by
such Employee.

 Article 9.Restricted Stock

      9.1.Grant of Restricted Stock.  Subject to the terms and
provisions of the Plan, the Committee, at any time and from time to
time, may grant Shares of Restricted Stock to Employees in such
amounts as the Committee shall determine.

      9.2.Restricted Stock Agreement.  Each Restricted Stock grant
shall be evidenced by a Restricted Stock Award Agreement that shall
specify the Period(s) of Restriction, the number of Shares of
Restricted Stock granted, and such other provisions as the
Committee shall determine.

      9.3.Transferability.  Except as provided in this Article 9,
the Shares of Restricted Stock granted herein may not be sold,
transferred, pledged, assigned, or otherwise alienated or
hypothecated until the end of the applicable Period of Restriction
established by the Committee and specified in the Restricted Stock
Award Agreement, or upon earlier satisfaction of any other
conditions, as specified by the Committee in its sole discretion
and set forth in the Restricted Stock Award Agreement.  All rights
with respect to the Restricted Stock granted to an Employee under
the Plan shall be available during his or her lifetime only to such
Employee.

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      9.4.Other Restrictions.  Subject to Article 11 herein, the
Committee shall impose such other conditions and/or restrictions on
any Shares of Restricted Stock granted pursuant to the Plan as it
may deem advisable including, without limitation, a requirement
that Employees pay a stipulated purchase price for each Share of
Restricted Stock, restrictions based upon the achievement of
specific performance goals (Company-wide, divisional, and/or
individual), time-based restrictions on vesting following the
attainment of the performance goals, and/or restrictions under
applicable federal or state securities laws.  The Company shall
retain the certificates representing Shares of Restricted Stock in
the Company's possession until such time as all conditions and/or
restrictions applicable to such Shares have been satisfied.  Except
as otherwise provided in this Article 9, Shares of Restricted Stock
covered by each Restricted Stock grant made under the Plan shall
become freely transferable by the Employee after the last day of
the applicable Period of Restriction.

      9.5.Voting Rights.  During the Period of Restriction,
Employees holding Shares of Restricted Stock granted hereunder may
exercise full voting rights with respect to those Shares.

      9.6.Dividends and Other Distributions.  During the Period of
Restriction, Employees holding Shares of Restricted Stock granted
hereunder may be credited with regular cash dividends paid with
respect to the underlying Shares while they are so held.  The
Committee may apply any restrictions to the dividends that the
Committee deems appropriate.  Without limiting the generality of
the preceding sentence, if the grant or vesting of Restricted
Shares granted to a Named Executive Officer is designed to comply
with the requirements of the Performance-Based Exception, the
Committee may apply any restrictions it deems appropriate to the
payment of dividends declared with respect to such Restricted
Shares, such that the dividends and/or the Restricted Shares
maintain eligibility for the Performance-Based Exception.

      9.7.Termination of Employment.  Each Restricted Stock Award
Agreement shall set forth the extent to which the Employee shall
have the right to receive unvested Restricted Shares following
termination of the Employee's employment with the Company.  Such
provisions shall be determined in the sole discretion of the
Committee, shall be included in the Award Agreement entered into
with each Employee, need not be uniform among all Shares of
Restricted Stock issued pursuant to the Plan, and may reflect
distinctions based on the reasons for termination of employment;
provided, however that, except in the cases of terminations
connected with a Change in Control and terminations by reason of
death or Disability, the vesting of Shares of Restricted Stock
which qualify for the Performance-Based Exception and which are
held by Named Executive Officers shall occur at the time they
otherwise would have, but for the employment termination.

 Article 10.Performance Units and Performance Shares

      10.1.Grant of Performance Units/Shares.  Subject to the
terms of the Plan, Performance Units and/or Performance Shares may
be granted to Employees in such amounts and upon such terms, and at
any time and from time to time, as shall be determined by the
Committee.

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<PAGE>


      10.2.Value of Performance Units/Shares.  Each Performance
Unit shall have an initial value that is established by the
Committee at the time of grant.  Each Performance Share shall have
an initial value equal to the Fair Market Value of a Share on the
date of grant.  The Committee shall set performance goals in its
discretion which, depending on the extent to which they are met,
will determine the number and/or value of Performance Units/Shares
that will be paid out to the Employee.  For purposes of this
Article 10, the time period during which the performance goals must
be met shall be called a Performance Period.

      10.3.Earning of Performance Units/Shares.  Subject to the
terms of this Plan, after the applicable Performance Period has
ended, the holder of Performance Units/Shares shall be entitled to
receive payout on the number and value of Performance Units/Shares
earned by the Employee over the Performance Period, to be
determined as a function of the extent to which the corresponding
performance goals have been achieved.

      10.4.Form and Timing of Payment of Performance
Units/Shares.  Unless otherwise determined by the Committee,
payment of earned Performance Units/Shares shall be made in a
single lump sum following the close of the applicable Performance
Period.  Subject to the terms of this Plan, the Committee, in its
sole discretion, may pay earned Performance Units/Shares in the
form of cash or in Shares (or in a combination thereof) which have
an aggregate Fair Market Value equal to the value of the earned
Performance Units/Shares at the close of the applicable Performance
Period.  Such Shares may be granted subject to any restrictions
deemed appropriate by the Committee.  At the discretion of the
Committee, Employees may be entitled to receive any dividends
declared with respect to Shares which have been earned in
connection with grants of Performance Units and/or Performance
Shares which have been earned, but not yet distributed to Employees
(such dividends shall be subject to the same accrual, forfeiture,
and payout restrictions as apply to dividends earned with respect
to Shares of Restricted Stock, as set forth in Section 9.6 herein). 
In addition, Employees may, at the discretion of the Committee, be
entitled to exercise their voting rights with respect to such
Shares.

      10.5.Termination of Employment.  Unless determined
otherwise by the Committee, in the event the employment of an
Employee is terminated, all Performance Units/Shares shall be
forfeited by the Employee to the Company.

      10.6.Nontransferability.  Except as otherwise provided in
an Employee's Award Agreement, Performance Units/Shares may not be
sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution.  Further, except as otherwise provided in an
Employee's Award Agreement, an Employee's rights under the Plan
shall be exercisable during the Employee's lifetime only by the
Employee or the Employee's legal representative.

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 Article 11.Performance Measures

     Unless and until the Committee proposes for shareholder vote
and shareholders approve a change in the general performance
measures set forth in this Article 11, the attainment of which may
determine the degree of payout and/or vesting with respect to
Awards to Named Executive Officers which are designed to qualify
for the Performance-Based Exception, the performance measure(s) to
be used for purposes of such grants shall be chosen from among
earnings per share, economic value added, market share, net income,
operating profit, return on assets, return on equity, return on
investment, revenue, share price, stock price growth, total
stockholder return, debt reduction, cash flow, working capital
management, or customer service.

     The Committee shall have the discretion to adjust the
determinations of the degree of attainment of the preestablished
performance goals; provided, however, that Awards which are
designed to qualify for the Performance-Based Exception, and which
are held by Named Executive Officers, may not be increased (the
Committee shall retain the discretion to modify or cancel such
Awards at any time).  In the event that applicable tax and/or
securities laws change to permit Committee discretion to alter the
governing performance measures for the Performance-Based Exception
without obtaining shareholder approval of such changes, the
Committee shall have sole discretion to make such changes without
obtaining shareholder approval.  In addition, in the event that the
Committee determines that it is advisable to grant Awards which
shall not qualify for the Performance-Based Exception, the
Committee may make such grants without satisfying the requirements
of Code Section 162(m).

 Article 12.Beneficiary Designation

     Each Participant under the Plan may, from time to time, name
any beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan is to be paid in
case of his or her death before he or she receives any or all of
such benefit.  Each such designation shall revoke all prior
designations by the same Participant, shall be in a form prescribed
by the Company, and will be effective only when filed by the
Participant in writing with the Company during the Participant's
lifetime.  In the absence of any such designation, benefits
remaining unpaid at the Participant's death shall be paid to the
Participant's estate.

 Article 13.Deferrals

     The Committee may permit or require a Participant to defer
such Participant's receipt of the payment of cash or the delivery
of Shares that would otherwise be due to such Participant by virtue
of the exercise of an Option or SAR, the lapse or waiver of
restrictions with respect to Restricted Stock, or the satisfaction
of any requirements or goals with respect to Performance
Units/Shares.  If any such deferral election is required or
permitted, the Committee shall, in its sole discretion, establish
rules and procedures for such payment deferrals.

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 Article 14.Rights of Employees

      14.1.Employment.  Nothing in the Plan shall interfere
with or limit in any way the right of the Company to terminate any
Participant's employment at any time, nor confer upon any
Participant any right to continue in the employ of the Company.

      14.2.Participation.  No Employee shall have the right to
be selected to receive an Award under this Plan, or, having been so
selected, to be selected to receive a future Award.

 Article 15.Change in Control

      15.1.Treatment of Outstanding Awards.  Upon the
occurrence of a Change in Control, unless otherwise specifically
prohibited under applicable laws, or by the rules and regulations
of any governing governmental agencies or national securities
exchanges:

      (a)Any and all Options and SARs granted hereunder shall
become immediately exercisable, and shall remain exercisable
throughout their entire term;

      (b)Any restriction periods and restrictions imposed on
Restricted Shares shall lapse;

      (c)Unless otherwise provided in the Award Agreement, the
target payout opportunities attainable under all outstanding Awards
of Restricted Stock, Performance Units and Performance Shares shall
be deemed to have been fully earned for the entire Performance
Period(s) as of the effective date of the Change in Control.  The
vesting of all Awards denominated in Shares shall be accelerated as
of the effective date of the Change in Control, and there shall be
distributed to Participants not more than thirty (30) days
following the effective date of the Change in Control a pro rata
number of Shares based upon an assumed achievement of all relevant
performance goals.

      15.2.Termination, Amendment, and Modifications of
Change-in-Control Provisions.  Notwithstanding any other provision
of this Plan or any Award Agreement provision, the provisions of
this Article 15 may not be terminated, amended, or modified on or
after the date of a Change in Control to affect adversely any Award
theretofore granted under the Plan without the prior written
consent of the Participant with respect to said Participant's
outstanding Awards; provided, however, the Board of Directors, upon
recommendation of the Committee, may terminate, amend, or modify
this Article 15 at any time and from time to time prior to the date
of a Change in Control.

 Article 16.Amendment, Modification, and Termination

      16.1.Amendment, Modification, and Termination.  The Board
may at any time and from time to time, alter, amend, suspend or
terminate the Plan in whole or in part; provided, however, that no
amendment which requires shareholder approval in order for the Plan
to continue to comply with Rule 16b-3 under the Exchange Act,
including any successor to such Rule, shall be effective unless

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<PAGE>


such amendment shall be approved by the requisite vote of
shareholders of the Company entitled to vote thereon.

     The Plan, each Award and the grant and exercise thereof, and
the obligation of the Company to sell and issue shares under the
Plan shall be subject to all applicable laws, rules, regulations,
and governmental and stockholder approvals, and the Committee may
make such amendment or modification thereto as it shall deem
necessary to comply with any such laws, rules, and regulations or
to obtain any such approvals.

      16.2.Adjustment of Awards Upon the Occurrence of Certain
Unusual or Nonrecurring Events.  The Committee may make adjustments
in the terms and conditions of, and the criteria included in,
Awards in recognition of unusual or nonrecurring events (including,
without limitation, the events described in Section 4.2 hereof)
affecting the Company or the financial statements of the Company or
of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments
are appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under
the Plan; provided that no such adjustment shall be authorized to
the extent that such authority would be inconsistent with
requirements of Section 162(m) of the Code.

      16.3.Awards Previously Granted.  No termination,
amendment, or modification of the Plan shall adversely affect in
any material way any Award previously granted under the Plan,
without the written consent of the Participant holding such Award.

      16.4.Compliance with Code Section 162(m).  At all times
when Code Section 162(m) is applicable, all Awards to Named
Executive Officers granted under this Plan shall comply with the
requirements of Code Section 162(m).  However, in the event the
Committee determines that such compliance is not desired with
respect to any Award or Awards available for grant under the Plan,
then compliance with Code Section 162(m) will not be required,
except that an Award that is intended to comply with the
requirements of Code Section 162(m) may not be amended in a manner
inconsistent with the requirements of Code Section 162(m).  In
addition, in the event that changes are made to Code Section 162(m)
to permit greater flexibility with respect to, and prior to the
issuance of, any Award or Awards available under the Plan, the
Committee may, subject to this Article 16, make any adjustments it
deems appropriate.

 Article 17.Withholding

      17.1.Tax Withholding.  The Company shall have the power
and the right to deduct or withhold, or require a Participant to
remit to the Company, an amount sufficient to satisfy federal,
state, and local taxes, domestic or foreign, required by law or
regulation to be withheld with respect to any taxable event arising
as a result of this Plan.

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<PAGE>


      17.2.Share Withholding.  With respect to withholding
required upon the exercise of Options or SARs, upon the lapse of
restrictions on Restricted Stock, or upon any other taxable event
arising as a result of Awards granted hereunder, Participants may
elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having the Company
withhold Shares having a Fair Market Value on the date the tax is
to be determined equal to the minimum statutory total tax which
could be imposed on the transaction.  All such elections shall be
irrevocable, made in writing, signed by the Participant, and shall
be subject to any restrictions or limitations that the Committee,
in its sole discretion, deems appropriate.

 Article 18.Indemnification

     Each person who is or shall have been a member of the
Committee, or of the Board, shall be indemnified and held harmless
by the Company against and from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by him or
her in connection with or resulting from any claim, action, suit,
or proceeding to which he or she may be a party or in which he or
she may be involved by reason of any action taken or failure to act
under the Plan and against and from any and all amounts paid by him
or her in settlement thereof, with the Company's approval, or paid
by him or her in satisfaction of any judgment in any such action,
suit, or proceeding against him or her, provided he or she shall
give the Company an opportunity, at its own expense, to handle and
defend the same before he or she undertakes to handle and defend it
on his or her own behalf.  The foregoing right of indemnification
shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company's Articles of
Incorporation or Bylaws, as a matter of law, or otherwise, or any
power that the Company may have to indemnify them or hold them
harmless.

 Article 19.Successors and Assigns

     All obligations of the Company under the Plan with respect to
Awards granted hereunder shall be binding on any successor to the
Company or the Company's assigns, whether the existence of such
successor or assign is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of
the business and/or assets of the Company.

 Article 20.Legal Construction

      20.1.Gender and Number.  Except where otherwise indicated
by the context, any masculine term used herein also shall include
the feminine; the plural shall include the singular and the
singular shall include the plural.

      20.2.Severability.  In the event any provision of the
Plan shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of
the Plan, and the Plan shall be construed and enforced as if the
illegal or invalid provision had not been included.

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<PAGE>

      20.3.Requirements of Law.  The granting of Awards and the
issuance of Shares under the Plan shall be subject to all
applicable laws, rules, and regulations, and to such approvals by
any governmental agencies or national securities exchanges as may
be required.

      20.4.Securities Law Compliance.  With respect to
Insiders, transactions under this Plan are intended to comply with
all applicable conditions of Rule 16b-3 or its successors under the
1934 Act.  To the extent any provision of the plan or action by the
Committee fails to so comply, it shall be deemed null and void, to
the extent permitted by law and deemed advisable by the Committee.

      20.5.Governing Law.  To the extent not preempted by
federal law, the Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the state
of Delaware.

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