BANK UNITED CORP.

                            2000 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. 2000 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.


S3.      COMMON STOCK SUBJECT TO PLAN


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         The total number of shares of Common Stock  reserved and  available for
         grant  under the Plan shall be 500,000  (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


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         Section 3. Stock Options shall be evidenced by option  agreements,  the
         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

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         of sale or loan  proceeds  necessary to pay the 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

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         5(k) shall have been exercised.  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,  but only to the extent

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               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.  2000  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 have been

                                      -12-
<PAGE>

               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) the

                                      -13-
<PAGE>

               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-