BANK UNITED CORP.

                            1999 STOCK INCENTIVE PLAN


S1.      PURPOSE: DEFINITIONS

         The purpose of the Plan is to give the Company a competitive  advantage
         in attracting,  retaining and motivating  officers and employees and to
         provide the Company and its  subsidiaries  with a stock plan  providing
         incentives  more directly  linked to the  profitability  of the Company
         businesses and increases in shareholder value.

          For purposes of the Plan, the following terms are defined as set forth
          below:

          a. "Affiliate"  means a corporation or other entity  controlled by the
          Company and designated by the Committee from time to time as such.

          b. "Award" means a Stock Appreciation Right, Stock Option,  Restricted
          Stock or Performance Units.

          c. "Award  Cycle" shall mean a period of  consecutive  fiscal years or
          portions  thereof  designated by the Committee over which  Performance
          Units are to be earned.

          d. "Board" means the Board of Directors of the Company .

          e. "Cause"  means (1)  conviction of a  Participant  for  committing a
          felony under  federal law or the law of the state in which such action
          occurred,  (2) dishonesty in the course of fulfilling a  Participant's
          employment duties or (3) willful and deliberate failure on the part of
          a  Participant  to  perform  his  employment  duties  in any  material
          respect,  or such other events as shall be determined by the Committee
          in its  good  faith  discretion.  The  Committee  shall  have the sole
          discretion to determine whether "Cause" exists,  and its determination
          shall be final.

          f. "Change in Control" and "Change in Control Price" have the meanings
          set forth in Sections 10(b) and (c), respectively.

          g. "Code"  means the Internal  Revenue  Code of 1986,  as amended from
          time to time, and any successor thereto.

          h.  "Commission"  means the Securities and Exchange  Commission or any
          successor agency.

          i. "Committee" means the Committee referred to in Section 2.



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          j.  "Common  Stock"  means  Class A common  stock,  par value $.01 per
          share, of the Company .

          k. "Company " means Bank United Corp., a Delaware corporation.

          m.  "Disability"  means  permanent and total  disability as determined
          under  procedures  established  by the  Committee  for purposes of the
          Plan.

          n.  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
          amended from time to time, and any successor thereto.

          o. "ERISA" means the Employee  Retirement Income Security Act of 1974,
          as  amended  from  time  to  time,  and  the  rules  and   regulations
          thereunder.

          p. "Fair Market Value" means,  as of any given date,  the mean between
          the highest and lowest  reported  sales  prices of the Common Stock on
          the New York Stock  Exchange  Composite Tape or, if not listed on such
          exchange,  on any  other  national  securities  exchange  on which the
          Common  Stock is listed or on NASDAQ.  If there is no  regular  public
          trading  market for such common  stock,  the Fair Market  Value of the
          Common Stock shall be determined by the Committee in good faith.

          r.  "Non-Employee  Director" means a member of the Board who qualifies
          as  a  Non-Employee  Director  as  defined  in  Rule  16b-3(b)(3),  as
          promulgated by the Commission under the Exchange Act, or any successor
          definition adopted by the Commission.

          s.  "NonQualified  Stock Option" means any stock option that is not an
          "incentive  stock  option"  within the  meaning of section  422 of the
          Code.

          t.  "Participant"  means an  officer,  employee or  consultant  of the
          Company  who is eligible to  participate  under  Section 4 and who has
          been granted an Award by the Committee.

          u. "Performance  Goals" means the performance goals established by the
          Committee  in  connection  with  the  grant  of  Restricted  Stock  or
          Performance Units.

          v. "Performance Units" means an award made pursuant to Section 8.

          w. "Plan" means the Bank United Corp.  1999 Stock  Incentive  Plan, as
          set forth herein and as hereinafter amended from time to time.

          x. "Restricted Stock" means an award granted under Section 7.

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          y. "Rule 16b-3" means Rule 16b-3,  as  promulgated  by the  Commission
          under Section 16(b) of the Exchange Act, as amended from time to time.

          dd. "Stock Appreciation Right" means a right granted under Section 6.

          ee. "Stock  Option" means an option  granted under Section 5 which can
          only be a NonQualified Stock Option.

          ff.   "Termination  of  Employment"   means  the  termination  of  the
          Participant's  employment  with  the  Company  and any  subsidiary  or
          Affiliate.  A  Participant  employed by a  subsidiary  or an Affiliate
          shall  also be  deemed to incur a  Termination  of  Employment  if the
          subsidiary  or  Affiliate  ceases  to  be  such  a  subsidiary  or  an
          Affiliate,   as  the  case  may  be,  and  the  Participant  does  not
          immediately  thereafter  become an  employee of the Company or another
          subsidiary or Affiliate. Temporary absences from employment because of
          illness,  vacation or leave of absence and transfers among the Company
          and  its   subsidiaries   and  Affiliates   shall  not  be  considered
          Terminations of Employment.

          In addition, certain other terms used herein have definitions given to
          them in the first place in which they are used.


S2.       ADMINISTRATION

          The Plan shall be administered by the  Compensation  Committee or such
          other  committee  of the  Board as the  Board  may  from  time to time
          designate (the "Committee"),  which shall be composed of not less than
          two  Non-Employee  Directors,  each  of  whom  shall  be  an  "outside
          director" for purposes of Section  162(m)(4) of the Code, and shall be
          appointed by and serve at the pleasure of the Board.

          The Committee shall have plenary authority to grant Awards pursuant to
          the terms of the Plan to officers,  employees and  consultants  of the
          Company and its subsidiaries and Affiliates.

          Among other things, the Committee shall have the authority, subject to
          the terms of the Plan:

          (a) To select the officers,  employees and  consultants to whom Awards
          may from time to time be granted;

          (b) To  determine  whether and to what  extent  Stock  Options,  Stock
          Appreciation  Rights,  Restricted  Stock and Performance  Units or any
          combination thereof are to be granted hereunder;

          (c) To determine the number of shares of Common Stock to be covered by
          each Award granted hereunder;


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          (d) To  determine  the  terms  and  conditions  of any  Award  granted
          hereunder (including, but not limited to, the option price (subject to
          Section 5(a)), any vesting condition, restriction or limitation (which
          may be related to the performance of the  Participant,  the Company or
          any  subsidiary  or  Affiliate)  and  any  vesting   acceleration   or
          forfeiture  waiver  regarding any Award and the shares of Common Stock
          relating  thereto,  based  on  such  factors  as the  Committee  shall
          determine;

          (e) To modify,  amend or adjust the terms and conditions of any Award,
          at any time or from time to time;

          (f) To  determine to what extent and under what  circumstances  Common
          Stock and other  amounts  payable  with  respect to an Award  shall be
          deferred; and

          (g) To determine under what  circumstances  an Award may be settled in
          cash or Common Stock under sections 5(j), 6(b)(ii) and 8(b)(v).

          The Committee shall have the authority to adopt, alter and repeal such
          administrative  rules,  guidelines and practices governing the Plan as
          it shall from time to time deem advisable,  to interpret the terms and
          provisions  of the Plan and any Award  issued  under the Plan (and any
          agreement   relating   thereto)   and  to  otherwise   supervise   the
          administration of the Plan

          The  Committee  may act  only by a  majority  of its  members  then in
          office, except that the members thereof may (i) delegate to an officer
          of the Company the authority to make decisions  pursuant to paragraphs
          (c),  (f),  (g),  (h)  and (i) of  Section  5  (provided  that no such
          delegated authority may be exercised by an officer if such exercise of
          delegated authority would cause Awards or other transactions under the
          Plan to cease to be exempt from Section 16(b) of the Exchange Act) and
          (ii)  authorize  any one or more of their number or any officer of the
          Company to execute and deliver documents on behalf of the Committee.

          Any  determination  made by the  Committee  or pursuant  to  delegated
          authority  pursuant to the  provisions of the Plan with respect to any
          Award shall be made in the sole  discretion  of the  Committee or such
          delegatee  at the  time  of the  grant  of the  Award  or,  unless  in
          contravention of any express term of the Plan, at any time thereafter.
          All  decisions  made by the Committee or any  appropriately  delegated
          officer  pursuant  to the  provisions  of the Plan  shall be final and
          binding on all persons, including the Company and Plan Participants.

          Any  authority  granted to the  Committee may also be exercised by the
          full  Board,  except to the extent  that the grant or exercise of such
          authority  would cause any Award or  transaction  to become subject to
          (or  lose  an  exemption   under)  the  short-swing   profit  recovery
          provisions  of Section 16 of the Exchange  Act. To the extent that any
          permitted action taken by the Board conflicts with action taken by the
          Committee, the Board action shall control.


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S3.       COMMON STOCK SUBJECT TO PLAN

          The total number of shares of Common Stock  reserved and available for
          grant under the Plan shall be 900,000  (the  "Available  Amount").  No
          Participant  may be granted  Awards  covering  in excess of 50% of the
          shares of Common Stock  covered by Awards  granted in any fiscal year,
          and no Participant  may be granted Awards  covering a number of shares
          of Common Stock in excess of 25% of the Available Amount over the life
          of the  Plan.  Shares  subject  to an  Award  under  the  Plan  may be
          authorized and unissued shares or may be treasury shares.

          If any  shares  of  Restricted  Stock are  forfeited,  or if any Stock
          Option (and  related  Stock  Appreciation  Right,  if any)  terminates
          without  being  exercised,  or if  any  Stock  Appreciation  Right  is
          exercised  for cash,  shares  subject to such  Awards  shall  again be
          available for distribution in connection with Awards under the Plan.

          In the event of any  change  in  corporate  capitalization,  such as a
          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
          Section 368 of the Code) or any partial or complete liquidation of the
          Company  , the  Committee  or Board  may  make  such  substitution  or
          adjustments  in the aggregate  number and kind of shares  reserved for
          issuance  under the Plan,  in the  number,  kind and  option  price of
          shares  subject to  outstanding  Stock Options and Stock  Appreciation
          Rights,  in the number and kind of shares subject to other outstanding
          Awards granted under the Plan and/or such other equitable substitution
          or  adjustments  as it may  determine  to be  appropriate  in its sole
          discretion;  provided,  however,  that the number of shares subject to
          any Award shall always be a whole number.  Such adjusted  option price
          shall also be used to determine the amount payable by the Company upon
          the exercise of any Stock Appreciation Right associated with any Stock
          Option.


S4.       ELIGIBILITY

          Officers,  employees and consultants of the Company , its subsidiaries
          and  Affiliates  who  are   responsible   for  or  contribute  to  the
          management,  growth and profitability of the business of the Company ,
          its subsidiaries  and Affiliates and who are not a "covered  employee"
          within the meaning of Section 162(m)(3) of the Code are eligible to be
          granted  Awards under the Plan. No grant shall be made under this Plan
          to a director who is not an officer,  salaried  employee or consultant
          of the Company , its subsidiaries or Affiliates.


S5.       STOCK OPTIONS


          Stock Options (in each case with or without Stock Appreciation Rights)
          may be granted alone or in addition to other Awards  granted under the
          Plan. Any Stock Option granted under the Plan shall be in such form as
          the  Committee  may from time to time  approve and shall be subject to
          the aggregate limit on grants to individual  Participants set forth in
          Section 3. Stock Options shall be evidenced by option agreements,  the

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          terms and provisions of which may differ.  The grant of a Stock Option
          shall  occur  on the date  the  Committee  by  resolution  selects  an
          individual  to be a  Participant  in  any  grant  of a  Stock  Option,
          determines  the number of shares of Common Stock to be subject to such
          Stock Option to be granted to such  individual and specifies the terms
          and  provisions  of the  Stock  Option.  The  Company  shall  notify a
          Participant  of any  grant of a Stock  Option,  and a  written  option
          agreement or  agreements  shall be duly  executed and delivered by the
          Company to the Participant.  Such agreement or agreements shall become
          effective upon execution by the Company and the Participant.

          Stock Options granted under the Plan shall be subject to the following
          terms and  conditions  and shall  contain  such  additional  terms and
          conditions as the Committee shall deem desirable:

          (a)  Option  Price.  The  option  price  per  share  of  Common  Stock
          purchasable  under a Stock Option shall be determined by the Committee
          and set forth in the option agreement,  and shall not be less than the
          Fair Market Value of the Common  Stock  subject to the Stock Option on
          the date of grant.

          (b) Option  Term.  The term of each Stock Option shall be fixed by the
          Committee.

          (c) Exercisability. Except as otherwise provided herein, Stock Options
          shall be  exercisable  at such time or times and subject to such terms
          and  conditions  as  shall  be  determined  by the  Committee.  If the
          Committee  provides  that any  Stock  Option  is  exercisable  only in
          installments,  the  Committee  may at any time waive such  installment
          exercise provisions, in whole or in part, based on such factors as the
          Committee may  determine.  In addition,  the Committee may at any time
          accelerate the exercisability of any Stock Option.

          (d) Method of Exercise.  Subject to the  provisions of this Section 5,
          Stock  Options  may be  exercised,  in whole  or in part,  at any time
          during the option  term by giving  written  notice of  exercise to the
          Company specifying the number of shares of Common Stock subject to the
          Stock Option to be purchased.

               Such  notice  shall  be  accompanied  by  payment  in full of the
          purchase price by certified or bank check or such other  instrument as
          the Company may accept. If approved by the Committee, payment, in full
          or in part, may also be made in the form of unrestricted  Common Stock
          already  owned by the  optionee of the same class as the Common  Stock
          subject to the Stock  Option  (based on the Fair  Market  Value of the
          Common Stock on the date the Stock Option is exercised).


               In the  discretion  of the  Committee,  payment  for  any  shares
          subject to a Stock  Option may also be made by  delivering  a properly
          executed  exercise  notice to the  Company ,  together  with a copy of
          irrevocable  instructions  to a  broker  to  deliver  promptly  to the
          Company  the  amount  of sale or loan  proceeds  necessary  to pay the

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          purchase price and any federal,  state,  local or foreign  withholding
          taxes.  To  facilitate  the  foregoing,  the  Company  may enter  into
          agreements  for  coordinated  procedures  with  one or more  brokerage
          firms.


               No shares of Common  Stock  shall be issued  until  full  payment
          therefor has been made. An optionee  shall have all of the rights of a
          shareholder of the Company holding the class or series of Common Stock
          that is subject to such Stock Option  (including,  if applicable,  the
          right to vote the shares and the right to receive dividends), when the
          optionee has given  written  notice of exercise,  has paid in full for
          such shares and, if requested,  has given the representation described
          in Section 13(a).

          (e)  Nontransferability  of Stock  Options.  No Stock  Option shall be
          transferable  by the optionee other than (i) by will or by the laws of
          descent and  distribution;  or (ii) unless otherwise  specified in the
          applicable option agreement, pursuant to (x) a gift to such optionee's
          children and immediate family members,  whether directly or indirectly
          or by means of a trust or  partnership  or otherwise or (y) a domestic
          relations  order or qualified  domestic  relations order as such terms
          are  defined  by the  Code  or  ERISA.  All  Stock  Options  shall  be
          exercisable,  subject to the terms of this Plan, only by the optionee,
          the guardian or legal representative of the optionee, or any person to
          whom such option is transferred pursuant to the preceding sentence, it
          being  understood  that the term "holder" and "optionee"  include such
          guardian, legal representative and other transferee.

          (f)  Termination  by  Death.   Unless  otherwise   determined  by  the
          Committee,  if an optionee's employment terminates by reason of death,
          any Stock Option held by such optionee may thereafter be exercised, to
          the  extent  then  exercisable,  or on such  accelerated  basis as the
          Committee  may  determine,  for a period  of one  year (or such  other
          period as the Committee may specify in the option  agreement) from the
          date of such death or until the  expiration of the stated term of such
          Stock Option, whichever period is the shorter.

          (g) Termination by Reason of Disability.  Unless otherwise  determined
          by the Committee,  if an optionee's employment terminates by reason of
          Disability,  any Stock Option held by such optionee may  thereafter be
          exercised by the  optionee,  to the extent it was  exercisable  at the
          time of termination, or on such accelerated basis as the Committee may
          determine,  for a period of three years (or such shorter period as the
          Committee may specify in the option  agreement)  from the date of such
          termination  of employment or until the  expiration of the stated term
          of such  Stock  Option,  whichever  period is the  shorter;  provided,
          however, that if the optionee dies within such period, any unexercised
          Stock  Option  held  by  such  optionee  shall,   notwithstanding  the
          expiration of such period, continue to be exercisable to the extent to
          which  it was  exercisable  at the time of  death  for a period  of 12
          months  from the date of such  death or until  the  expiration  of the
          stated term of such Stock Option, whichever period is the shorter.

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          (h) Termination by Reason of Retirement.  Unless otherwise  determined
          by the Committee,  if an optionee's employment terminates by reason of
          retirement,  any Stock Option held by such optionee may  thereafter be
          exercised by the  optionee,  to the extent it was  exercisable  at the
          time of such retirement, or on such accelerated basis as the Committee
          may  determine;  for a period of five years (or such shorter period as
          the  Committee may specify in the option  agreement)  from the date of
          such  termination  of employment or until the expiration of the stated
          term of such Stock Option, whichever period is the shorter;  provided,
          however,  that if the optionee dies within such period any unexercised
          Stock  Option  held  by  such  optionee  shall,   notwithstanding  the
          expiration of such period, continue to be exercisable to the extent to
          which  it was  exercisable  at the time of  death  for a period  of 12
          months  from the date of such  death or until  the  expiration  of the
          stated term of such Stock Option, whichever period is the shorter.

          (i) Other Termination.  Unless otherwise  determined by the Committee:
          (A) if an optionee  incurs a Termination of Employment for Cause,  all
          Stock Options held by such optionee shall thereupon terminate; and (B)
          if an optionee incurs a Termination of Employment for any reason other
          than death,  Disability or  retirement or for Cause,  any Stock Option
          held by such  optionee,  to the extent  then  exercisable,  or on such
          accelerated basis as the Committee may determine, may be exercised for
          the  lesser  of three  months  from the  date of such  Termination  of
          Employment  or the  balance of such  Stock  Option's  term;  provided,
          however, that if the optionee dies within such three-month period, any
          unexercised Stock Option held by such optionee shall,  notwithstanding
          the expiration of such three-month period,  continue to be exercisable
          to the extent to which it was  exercisable  at the time of death for a
          period  of 12  months  from  the  date  of such  death  or  until  the
          expiration of the stated term of such Stock Option,  whichever  period
          is the shorter.

          (j)  Cashing  Out of Stock  Option.  On receipt  of written  notice of
          exercise,  the  Committee  may  elect  to cash  out all or part of the
          portion  of the  shares  of Common  Stock for which a Stock  Option is
          being  exercised by paying the  optionee an amount,  in cash or Common
          Stock,  equal to the  excess of the Fair  Market  Value of the  Common
          Stock over the option price times the number of shares of Common Stock
          for which the Option is being  exercised on the effective date of such
          cash-out.

          (k) Change in Control Cash-Out. Notwithstanding any other provision of
          the Plan,  during the 60-day period from and after a Change in Control
          (the  "Exercise   Period"),   unless  the  Committee  shall  determine
          otherwise  at the time of grant,  an  optionee  shall  have the right,
          whether or not the Stock  Option is fully  exercisable  and in lieu of
          the payment of the exercise price for the shares of Common Stock being
          purchased under the Stock Option and by giving notice to the Company ,
          to elect (within the Exercise  Period) to surrender all or part of the
          Stock  Option to the  Company and to receive  cash,  within 30 days of
          such  notice,  in an amount equal to the amount by which the Change in
          Control  Price per share of Common Stock on the date of such  election
          shall  exceed the  exercise  price per share of Common Stock under the
          Stock  Option  (the  "Spread")  multiplied  by the number of shares of
          Common  Stock  granted  under the  Stock  Option as to which the right
          granted   under  this   Section   5(k)  shall  have  been   exercised.

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<PAGE>

          Notwithstanding  the foregoing,  if any right granted pursuant to this
          Section 5(k) would make a Change in Control transaction ineligible for
          pooling-of-interests  accounting  under  APB No.  16 that  but for the
          nature of such grant would  otherwise be eligible for such  accounting
          treatment,  the Committee shall have the ability to substitute for the
          cash  payable  pursuant to such right  Common Stock with a Fair Market
          Value equal to the cash that would otherwise be payable hereunder.


S6.       STOCK APPRECIATION RIGHTS

          (a) Grant and Exercise.  Stock  Appreciation  Rights may be granted in
          conjunction  with all or part of any Stock  Option  granted  under the
          Plan,  and such  rights may be granted  either at or after the time of
          grant of such Stock Option. A Stock Appreciation Right shall terminate
          and no longer be exercisable  upon the  termination or exercise of the
          related Stock Option.

          A  Stock  Appreciation  Right  may  be  exercised  by an  optionee  in
          accordance with Section 6(b) by surrendering the applicable portion of
          the related Stock Option in accordance with procedures  established by
          the Committee. Upon such exercise and surrender, the optionee shall be
          entitled to receive an amount  determined in the manner  prescribed in
          Section 6(b).  Stock Options which have been so  surrendered  shall no
          longer be  exercisable  to the extent the related  Stock  Appreciation
          Rights have been exercised.

          (b) Terms and Conditions.  Stock Appreciation  Rights shall be subject
          to such terms and  conditions as shall be determined by the Committee,
          including the following:

                  (i) Stock  Appreciation  Rights shall be  exercisable  only at
                  such time or times and to the extent that the Stock Options to
                  which  they  relate are  exercisable  in  accordance  with the
                  provisions of Section 5 and this Section 6.

                  (ii)  Upon the  exercise  of a Stock  Appreciation  Right,  an
                  optionee  shall be  entitled  to  receive  an  amount in cash,
                  shares of Common  Stock or both,  in value equal to the excess
                  of the Fair Market Value of one share of Common Stock over the
                  option price per share  specified in the related  Stock Option
                  multiplied  by the  number of shares in  respect  of which the
                  Stock Appreciation  Right shall have been exercised,  with the
                  Committee having the right to determine the form of payment.

                  (iii) Stock Appreciation  Rights shall be transferable only to
                  permitted  transferees  of  the  underlying  Stock  Option  in
                  accordance with Section 5(e).

                  (iv) Upon the  exercise  of a Stock  Appreciation  Right,  the
                  Stock Option or part thereof to which such Stock  Appreciation
                  Right is related  shall be deemed to have been  exercised  for
                  the  purpose of the  limitation  set forth in Section 3 on the
                  number of shares of Common  Stock to be issued under the Plan,

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<PAGE>

                  but only to the extent of the number of shares  covered by the
                  Stock  Appreciation Right at the time of exercise based on the
                  value of the Stock Appreciation Right at such time.


S7.       RESTRICTED STOCK

          (a)  Administration.  Shares of Restricted Stock may be awarded either
          alone or in  addition  to other  Awards  granted  under the Plan.  The
          Committee shall  determine the officers,  employees and consultants to
          whom and the time or times at which grants of Restricted Stock will be
          awarded,  the  number  of  shares  to be  awarded  to any  Participant
          (subject to the aggregate  limit on grants to individual  Participants
          set forth in Section 3), the conditions for vesting, the time or times
          within  which such Awards may be subject to  forfeiture  and any other
          terms and conditions of the Awards,  in addition to those contained in
          Section 7(c).

          (b) Awards  and  Certificates.  Shares of  Restricted  Stock  shall be
          evidenced  in such  manner  as the  Committee  may  deem  appropriate,
          including  book-entry  registration  or  issuance of one or more stock
          certificates.   Any  certificate   issued  in  respect  of  shares  of
          Restricted  Stock shall be registered in the name of such  Participant
          and  shall  bear  an  appropriate   legend  referring  to  the  terms,
          conditions,  and restrictions applicable to such Award,  substantially
          in the following form:

                    "The  transferability  of this certificate and the shares of
                    stock  represented  hereby  are  subject  to the  terms  and
                    conditions  (including  forfeiture) of the Bank United Corp.
                    1999 Stock  Incentive  Plan and a related  Restricted  Stock
                    Agreement.  Copies of such Plan and Agreement are on file at
                    the offices of Bank United Corp.,  3200  Southwest  Freeway,
                    Suite 2600, Houston, Texas 77027 ."

          The Committee may require that the certificates evidencing such shares
          be held in custody by the Company until the restrictions thereon shall
          have lapsed and that, as a condition of any Award of Restricted Stock,
          the  Participant  shall have  delivered a stock  power,  endorsed,  in
          blank, relating to the Common Stock covered by such Award.

          (c) Terms and Conditions.  Shares of Restricted Stock shall be subject
          to the following terms and conditions:

                  (i) The  Committee  may,  prior  to or at the  time of  grant,
                  condition the grant or vesting  thereof upon the attainment of
                  Performance  Goals. The Committee may also condition the grant
                  or  vesting   thereof  upon  the  continued   service  of  the
                  Participant. The conditions for grant or vesting and the other
                  provisions  of  Restricted  Stock  Awards  (including  without
                  limitation any applicable  Performance  Goals) need not be the
                  same with respect to each recipient.  The Committee may at any
                  time, in its sole discretion, accelerate or waive, in whole or
                  in part, any of the foregoing restrictions.

                                      -10-
<PAGE>

                  (ii) Subject to the  provisions of the Plan and the Restricted
                  Stock Agreement  referred to in Section  7(c)(vi),  during the
                  period, if any, set by the Committee, commencing with the date
                  of such Award for which such  Participant's  continued service
                  is required (the "Restriction Period"), and until the later of
                  (i) the expiration of the Restriction Period and (ii) the date
                  the applicable  Performance Goals (if any) are satisfied,  the
                  Participant shall not be permitted to sell, assign,  transfer,
                  pledge or otherwise encumber shares of Restricted Stock.

                  (iii) Except as provided in this paragraph  (iii) and Sections
                  7(c)(i) and 7(c)(ii) and the  Restricted  Stock  Agreement,  a
                  Participant   shall  have,  with  respect  to  the  shares  of
                  Restricted  Stock,  all of the rights of a stockholder  of the
                  Company  holding  the class or series of Common  Stock that is
                  the subject of the Restricted Stock, including, if applicable,
                  the right to vote the shares and the right to receive any cash
                  dividends. If so determined by the Committee in the applicable
                  Restricted Stock Agreement and subject to Section 13(e) of the
                  Plan,  (A) cash  dividends  on the  class or  series of Common
                  Stock that is the subject of the Restricted  Stock Award shall
                  be   automatically   deferred  and  reinvested  in  additional
                  Restricted   Stock,   held  subject  to  the  vesting  of  the
                  underlying  Restricted  Stock,  or held subject to  satisfying
                  Performance  Goals  applicable  only  to  dividends,  and  (B)
                  dividends payable in Common Stock shall be paid in the form of
                  Restricted  Stock of the same class as the  Common  Stock with
                  which such  dividend was paid,  held subject to the vesting of
                  the underlying  Restricted  Stock,  or held subject to meeting
                  Performance Goals applicable only to dividends.

                  (iv) Except to the extent otherwise provided in the applicable
                  Restricted  Stock  Agreement and Sections  7(c)(i),  7(c)(ii),
                  7(c)(v) and  10(a)(ii),  upon a  Participant's  Termination of
                  Employment  for any reason  during the  Restriction  Period or
                  before the applicable  Performance  Goals are  satisfied,  all
                  shares still subject to restriction  shall be forfeited by the
                  Participant.

                  (v)  Except  to  the  extent  otherwise  provided  in  Section
                  10(a)(ii),  in the event  that a  Participant  retires or such
                  Participant's  employment is involuntarily  terminated  (other
                  than for Cause),  the Committee  shall have the  discretion to
                  waive, in whole or in part, any or all remaining  restrictions
                  with  respect  to any or all of such  Participant's  shares of
                  Restricted Stock.

                  (vi)  If  and  when  any  applicable   Performance  Goals  are
                  satisfied and the  Restriction  Period expires without a prior
                  forfeiture of the Restricted  Stock,  unlegended  certificates
                  for such shares  shall be delivered  to the  Participant  upon
                  surrender of the legended certificates.

                  (vii) Each Award shall be confirmed by, and be subject to, the
                  terms of a Restricted Stock Agreement.

                                      -11-
<PAGE>

S8.       PERFORMANCE UNITS

          (a)  Administration.  Performance Units may be awarded either alone or
          in addition to other  Awards  granted  under the Plan.  The  Committee
          shall  determine the officers,  employees and  consultants to whom and
          the time or times at which  Performance  Units shall be  awarded,  the
          number of Performance Units to be awarded to any Participant  (subject
          to the aggregate limit on grants to individual  Participants set forth
          in Section 3), the duration of the Award Cycle and any other terms and
          conditions  of the Award,  in addition to those  contained  in Section
          8(b).

          (b) Terms and Conditions. Performance Units Awards shall be subject to
          the following terms and conditions:

                  (i) The Committee  may,  prior to or at the time of the grant,
                  condition  the  settlement  thereof  upon  the  attainment  of
                  Performance  Goals.  The  Committee  may  also  condition  the
                  settlement   thereof  upon  the   continued   service  of  the
                  Participant.  The provisions of such Awards (including without
                  limitation any applicable  Performance  Goals) need not be the
                  same with respect to each recipient. Subject to the provisions
                  of the Plan and the Performance Units Agreement referred to in
                  Section 8(b)(vi), Performance Units may not be sold, assigned,
                  transferred,  pledged or otherwise encumbered during the Award
                  Cycle.

                  (ii) Except to the extent otherwise provided in the applicable
                  Performance   Unit   Agreement  and  Sections   8(b)(iii)  and
                  10(a)(iii), upon a Participant's Termination of Employment for
                  any  reason  during the Award  Cycle or before any  applicable
                  Performance Goals are satisfied, all rights to receive cash or
                  Common Stock in settlement of the  Performance  Units shall be
                  forfeited by a Participant.

                  (iii)  Except to the  extent  otherwise  provided  in  Section
                  10(a)(iii),  in the event that a  Participant's  employment is
                  terminated   (other  than  for  Cause),  or  in  the  event  a
                  Participant  retires,  the Committee shall have the discretion
                  to waive,  in whole or in part,  any or all remaining  payment
                  limitations  with respect to any or all of such  Participant's
                  Performance Units.

                  (iv) A Participant  may elect to further defer receipt of cash
                  or shares of Common Stock in settlement of  Performance  Units
                  for a specified period or until a specified event,  subject in
                  each case to the Committee's approval and to such terms as are
                  determined by the Committee (the "Elective  Deferral Period").
                  Subject  to any  exceptions  adopted  by the  Committee,  such
                  election must generally be made prior to  commencement  of the
                  Award Cycle for the Performance Units in question.

                  (v) At the expiration of the Award Cycle,  the Committee shall
                  evaluate   the  Company  's   performance   in  light  of  any
                  Performance  Goals for such  Award,  and shall  determine  the
                  number of Performance  Units granted to the Participant  which


                                      -12-
<PAGE>

                  have been  earned,  and the  Committee  shall then cause to be
                  delivered  (A) a number of shares of Common Stock equal to the
                  number of  Performance  Units  determined  by the Committee to
                  have been  earned,  or (B) cash equal to the Fair Market Value
                  of such number of shares of Common  Stock to the  Participant,
                  as the Committee shall elect (subject to any deferral pursuant
                  to Section 8(b)(iv)).

                  (vi) Each Award shall be confirmed  by, and be subject to, the
                  terms of a Performance Unit Agreement.


S9.      TAX OFFSET BONUSES

         At the time an Award is made hereunder or at any time  thereafter,  the
Committee may grant to the Participant receiving such Award the right to receive
a cash payment in an amount specified by the Committee,  to be paid at such time
or  times  (if  ever)  as  the  Award  results  in  compensation  income  to the
Participant,  for the purpose of assisting the  Participant to pay the resulting
taxes, all as determined by the Committee and on such other terms and conditions
as the Committee shall determine.

Sl0.      CHANGE IN CONTROL PROVISIONS

          (a) Impact of Event.  Notwithstanding  any other provision of the Plan
          to the contrary, in the event of a Change in Control:

                  (i)  Any  Stock   Options   and  Stock   Appreciation   Rights
                  outstanding   as  of  the  date  such  Change  in  Control  is
                  determined   to  have   occurred,   and  which  are  not  then
                  exercisable  and vested,  shall become fully  exercisable  and
                  vested to the full extent of the original grant.

                  (ii) The restrictions and deferral  limitations  applicable to
                  any Restricted  Stock shall lapse,  and such Restricted  Stock
                  shall become free of all  restrictions and become fully vested
                  and transferable to the full extent of the original grant.

                  (iii) All  Performance  Units shall be considered to be earned
                  and payable in full,  and any  deferral  or other  restriction
                  shall  lapse and such  Performance  Units  shall be settled in
                  cash as promptly as is practicable.

          (b)  Definition  of Change in Control.  For  purposes  of the Plan,  a
          "Change in Control"  shall mean the  happening of any of the following
          events:

                  (i) An acquisition by any individual,  entity or group (within
                  the meaning of Section  13(d)(3)  or 14(d)(2) of the  Exchange
                  Act) (a "Person") of beneficial  ownership (within the meaning
                  of Rule 13d-3  promulgated  under the Exchange  Act) of 25% or
                  more of either (1) the then outstanding shares of Common Stock
                  of the Company (the "Outstanding Company Common Stock") or (2)

                                      -13-
<PAGE>

                  the  combined  voting  power  of the then  outstanding  voting
                  securities  of the Company  entitled to vote  generally in the
                  election  of  directors  (the   "Outstanding   Company  Voting
                  Securities");  excluding,  however,  the  following:  (l)  Any
                  acquisition   directly  from  the  Company  ,  other  than  an
                  acquisition   by  virtue  of  the  exercise  of  a  conversion
                  privilege  unless the security  being so converted  was itself
                  acquired  directly from the Company , (2) Any  acquisition  by
                  the Company , (3) Any acquisition by any employee benefit plan
                  (or related  trust)  sponsored or maintained by the Company or
                  any  corporation  controlled  by  the  Company  , or  (4)  Any
                  acquisition by any corporation pursuant to a transaction which
                  complies with clauses (1), (2) and (3) of subsection  (iii) of
                  this Section 10(b); or

                  (ii) A change in the  composition  of the Board  such that the
                  individuals  who,  as of  the  effective  date  of  the  Plan,
                  constitute the Board (such Board shall be hereinafter referred
                  to  as  the  "Incumbent   Board")  cease  for  any  reason  to
                  constitute  at  least  a  majority  of  the  Board;  provided,
                  however,   for  purposes  of  this  Section  10(b),  that  any
                  individual who becomes a member of the Board subsequent to the
                  effective date of the Plan, whose election,  or nomination for
                  election by the  Company 's  shareholders,  was  approved by a
                  vote of at  least a  majority  of  those  individuals  who are
                  members  of  the  Board  and  who  were  also  members  of the
                  Incumbent  Board  (or  deemed  to be  such  pursuant  to  this
                  proviso) shall be considered as though such  individual were a
                  member of the Incumbent Board; but, provided further, that any
                  such individual whose initial assumption of office occurs as a
                  result of either an actual or threatened  election contest (as
                  such  terms  are  used  in  Rule  14a-11  of  Regulation   14A
                  promulgated  under  the  Exchange  Act)  or  other  actual  or
                  threatened solicitation of proxies or consents by or on behalf
                  of a Person other than the Board shall not be so considered as
                  a member of the Incumbent Board; or

                  (iii)   Consummation   of   a   reorganization,    merger   or
                  consolidation   or  sale  or  other   disposition  of  all  or
                  substantially  all of the  assets of the  Company  ("Corporate
                  Transaction")   or,   if   consummation   of  such   Corporate
                  Transaction  is  subject,  at the  time  of such  approval  by
                  shareholders, to the consent of any government or governmental
                  agency,  obtaining  of  such  consent  (either  explicitly  or
                  implicitly  by  consummation);   excluding  however,   such  a
                  Corporate   Transaction   pursuant   to   which   (1)  all  or
                  substantially  all of the individuals and entities who are the
                  beneficial owners,  respectively,  of the Outstanding  Company
                  Common  Stock  and  Outstanding   Company  Voting   Securities
                  immediately   prior  to  such   Corporate   Transaction   will
                  beneficially  own,  directly or indirectly,  more than 50% of,
                  respectively,  the outstanding shares of Common Stock, and the
                  combined   voting  power  of  the  then   outstanding   voting
                  securities  entitled  to vote  generally  in the  election  of
                  directors,  as the case may be, of the  corporation  resulting
                  from   such   Corporate   Transaction   (including,    without
                  limitation,   a   corporation   which  as  a  result  of  such
                  transaction  owns the Company or all or  substantially  all of
                  the Company 's assets  either  directly or through one or more
                  subsidiaries) in  substantially  the same proportions as their
                  ownership, immediately prior to such Corporate Transaction, of

                                      -14-
<PAGE>

                  the Outstanding  Company Common Stock and Outstanding  Company
                  Voting  Securities,  as the case may be, (2) no Person  (other
                  than the  Company  , any  employee  benefit  plan (or  related
                  trust) of the Company or such corporation  resulting from such
                  Corporate  Transaction)  will  beneficially  own,  directly or
                  indirectly,  25% or more  of,  respectively,  the  outstanding
                  shares  of Common  Stock of the  Company  resulting  from such
                  Corporate  Transaction  or the  combined  voting  power of the
                  outstanding voting securities of such corporation  entitled to
                  vote  generally  in the  election of  directors  except to the
                  extent  that such  ownership  existed  prior to the  Corporate
                  Transaction,  and (3)  individuals  who  were  members  of the
                  Incumbent  Board will  constitute  at least a majority  at the
                  members of the board of directors of the corporation resulting
                  from such Corporate Transaction; or

          (iv) The  approval  by the  stockholders  of the Company of a complete
          liquidation or dissolution of the Company .

          (c) Change in Control  Price.  For  purposes  of the Plan,  "Change in
          Control  Price"  means the higher of (i) the  highest  reported  sales
          price,  regular  way,  of a share of Common  Stock in any  transaction
          reported  on the New  York  Stock  Exchange  Composite  Tape or  other
          national  exchange on which such shares are listed or on NASDAQ during
          the  60-day  period  prior to and  including  the date of a Change  in
          Control  or (ii) if the Change in Control is the result of a tender or
          exchange offer or a Corporate Transaction, the highest price per share
          of Common  Stock paid in such  tender or exchange  offer or  Corporate
          Transaction.  To the extent  that the  consideration  paid in any such
          transaction  described  above consists all or in part of securities or
          other  noncash  consideration,  the value of such  securities or other
          noncash  consideration  shall be determined in the sole  discretion of
          the Board.

S11.      TERM, AMENDMENT AND TERMINATION

          The Plan will terminate 10 years after the effective date of the Plan.
          Under  the  Plan,  Awards  outstanding  as of such  date  shall not be
          affected or impaired by the termination of the Plan.

          The Board may amend, alter, or discontinue the Plan, but no amendment,
          alteration  or  discontinuation  shall be made which would  impair the
          rights of an optionee  under a Stock  Option or a recipient of a Stock
          Appreciation  Right,  Restricted Stock Award or Performance Unit Award
          theretofore  granted  without the optionee's or  recipient's  consent,
          except  such an  amendment  made to cause the Plan to qualify  for any
          exemption provided by Rule 16b-3.

          The  Committee  may amend the terms of any Stock Option or other Award
          theretofore  granted,  prospectively  or  retroactively,  but no  such
          amendment  shall impair the rights of any holder  without the holder's
          consent  except such an  amendment  made to cause the Plan or Award to
          qualify for any exemption provided by Rule 16b-3.

          Subject to the above  provisions,  the Board shall have  authority  to
          amend  the  Plan  to  take  into  account  changes  in law and tax and
          accounting rules as well as other developments.

                                      -15-
<PAGE>

S12.      UNFUNDED STATUS OF PLAN

          It is presently  intended that the Plan  constitute an "unfunded" plan
          for incentive and deferred  compensation.  The Committee may authorize
          the creation of trusts or other  arrangements  to meet the obligations
          created  under  the Plan to  deliver  Common  Stock or make  payments;
          provided, however, that unless the Committee otherwise determines, the
          existence of such trusts or other  arrangements is consistent with the
          "unfunded" status of the Plan.

S13.      GENERAL PROVISIONS

          (a) The  Committee  may require  each person  purchasing  or receiving
          shares pursuant to an Award to represent to and agree with the Company
          in writing that such person is acquiring the shares  without a view to
          the distribution thereof. The certificates for such shares may include
          any legend  which the  Committee  deems  appropriate  to  reflect  any
          restrictions on transfer.

          Notwithstanding  any other  provision of the Plan or  agreements  made
          pursuant  thereto,  the  Company  shall  not be  required  to issue or
          deliver any  certificate  or  certificates  for shares of Common Stock
          under  the  Plan  prior  to   fulfillment  of  all  of  the  following
          conditions:

                    (1) Listing or approval for listing upon notice of issuance,
                    of such shares on the New York Stock Exchange, Inc., or such
                    other  securities  exchange  as  may  at  the  time  be  the
                    principal market for the Common Stock;

                    (2) Any  registration or other  qualification of such shares
                    of the Company under any state or federal law or regulation,
                    or the  maintaining  in effect of any such  registration  or
                    other  qualification  which  the  Committee  shall,  in  its
                    absolute  discretion  upon  the  advice  of  counsel,   deem
                    necessary or advisable; and

                    (3) Obtaining any other  consent,  approval,  or permit from
                    any state or federal governmental agency which the Committee
                    shall, in its absolute discretion after receiving the advice
                    of counsel, determine to be necessary or advisable.

          (b)  Nothing  contained  in the Plan shall  prevent the Company or any
          subsidiary or Affiliate from adopting other or additional compensation
          arrangements for its employees.

          (c)  Adoption of the Plan shall not confer upon any employee any right
          to  continued  employment,  nor shall it interfere in any way with the
          right of the Company or any  subsidiary  or Affiliate to terminate the
          employment of any employee at any time.

          (d) No  later  than  the date as of  which  an  amount  first  becomes
          includible in the gross income of a Participant for federal income tax
          purposes  with  respect to any Award under the Plan,  the  Participant
          shall pay to the Company , or make  arrangements  satisfactory  to the

                                      -16-
<PAGE>

          Company regarding the payment of, any federal, state, local or foreign
          taxes of any kind  required by law to be withheld with respect to such
          amount.  Unless  otherwise  determined  by the  Company ,  withholding
          obligations may be settled with Common Stock,  including  Common Stock
          that  is  part  of the  Award  that  gives  rise  to  the  withholding
          requirement.  The  obligations  of the Company under the Plan shall be
          conditional on such payment or  arrangements,  and the Company and its
          Affiliates  shall,  to the extent  permitted by law, have the right to
          deduct  any  such  taxes  from  any  payment   otherwise  due  to  the
          Participant.  The Committee may establish such  procedures as it deems
          appropriate,   including  making   irrevocable   elections,   for  the
          settlement of withholding obligations with Common Stock.

          (e)  Reinvestment of dividends in additional  Restricted  Stock at the
          time of any dividend  payment shall only be  permissible if sufficient
          shares  of  Common  Stock  are  available  under  Section  3 for  such
          reinvestment  (taking into account then outstanding  Stock Options and
          other Awards).

          (f)  The  Committee  shall  establish  such  procedures  as  it  deems
          appropriate  for a Participant  to designate a beneficiary to whom any
          amounts payable in the event of the Participant's death are to be paid
          or by whom any  rights of the  Participant,  after  the  Participant's
          death, may be exercised.

          (g) In the case of a grant of an Award to any employee of a subsidiary
          of the Company, the Company may, if the Committee so directs, issue or
          transfer the shares of Common Stock,  if any,  covered by the Award to
          the  subsidiary,  for such lawful  consideration  as the Committee may
          specify,  upon the condition or understanding that the subsidiary will
          transfer the shares of Common Stock to the employee in accordance with
          the terms of the Award  specified  by the  Committee  pursuant  to the
          provisions of the Plan.

          (h) The Plan and all Awards made and actions taken thereunder shall be
          governed by and construed in accordance  with the laws of the State of
          Delaware, without reference to principles of conflict of laws.


S14.      EFFECTIVE DATE OF PLAN

          The Plan  shall be  effective  as of the  date it is  approved  by the
          Board.


                                      -17-