EXHIBIT 1
  
  CHYRON CORPORATION
  
  1999 Incentive Compensation Plan
  
  
  1.   Purpose.  The purpose of this 1999 Incentive Compensation Plan (the
  "Plan") is to assist Chyron Corporation, a New York corporation (the
  "Corporation"), and its subsidiaries in  attracting, retaining, and
  rewarding high-quality executives, employees, directors and other persons
  who provide services to the Corporation and/or its subsidiaries, enabling
  such persons to acquire or increase a proprietary interest in the
  Corporation to strengthen the mutuality of interests between such persons
  and the Corporation's shareholders, and providing such persons with annual
  and long-term performance incentives to expend their maximum efforts in the
  creation of shareholder value.  The Plan is also intended to qualify certain
  compensation awarded under the Plan for tax deductibility under Code
  Section 162(m) (as hereafter defined) to the extent deemed appropriate by
  the Committee (or any successor committee) of the Board of Directors of the
  Corporation.
  
  2.   Definitions.  For purposes of the Plan, the following terms shall be
  defined as set forth below, in addition to such terms defined in Section 1
  hereof:
  
  (a)  "Annual Incentive Award" means a conditional right granted to a
  Participant under Section 8(c) hereof to receive a cash payment, Stock or
  other Award, unless otherwise determined by the Committee, after the end of
  a specified fiscal year.
            
  (b)  "Award" means any Option, SAR (including Limited SAR), Restricted
  Stock, RSU, Stock granted as a bonus or in lieu of another award, Dividend
  Equivalent, Other Stock-Based Award, Performance Award or Annual Incentive
  Award, together with any other right or interest granted to a Participant
  under the Plan.
  
  (c)  "Beneficiary" means the person, persons, trust or trusts which have
  been designated by a Participant in his or her most recent written
  beneficiary designation filed with the Committee to receive the benefits
  specified under the Plan upon such Participant's death or to which Awards
  or other rights are transferred if and to the extent permitted under Section
  11(b) hereof.  If, upon a Participant's death, there is no designated
  Beneficiary or surviving designated Beneficiary, then the term Beneficiary
  means person, persons, trust or trusts entitled by will or the laws of
  descent and distribution to receive such benefits.
  
  (d)  "Beneficial Owner" shall have the meaning ascribed to such term in
  Rule 13d-3 under the Exchange Act and any successor to such Rule.
  
  (e)  "Board" means the Corporation's Board of Directors.
  
  (f)  "Change in Control" means Change in Control as defined with related
  terms in Section 9 of the Plan.
  
  (g)  "Change in Control Price" means the amount calculated in accordance
  with Section 9(c) of the Plan.
     
  (h)  "Code" means the Internal Revenue Code of 1986, as amended from time
  to time, including regulations thereunder and successor provisions and
  regulations thereto.
                 
  (i)  "Committee" means a committee of two or more directors designated by
  the Board to administer the Plan; provided, however, that, unless otherwise
  determined by the Board,  the Committee shall consist solely of two or more
  directors, each of whom shall be (i) a "non-employee director" within the
  meaning of Rule 16b-3 under the Exchange Act, unless administration of the
  Plan by "non-employee directors" is not then required in order for
  exemptions under Rule 16b-3 to apply to transactions under the Plan, and
  (ii) an "outside director" as defined under Code Section 162(m), unless
  administration of the Plan by "outside directors" is not then required to
  qualify for tax deductibility under Code Section 162(m).
  
  (j)  "Covered Employee" means an Eligible Person who is a Covered Employee
  as specified in Section 8(e) of the Plan.
  
  (k)  "Dividend Equivalent" means a right, granted to a Participant under
  Section 6(g), to receive cash, Stock, other Awards or other property equal
  in value to dividends paid with respect to a specified number of shares of
  Stock, or other periodic payments.
  
  (l)  "Effective Date" means __________________.
  
  (m)  "Eligible Person" means each Executive Officer and other officers and
  employees of the Corporation or of any subsidiary, and other persons who
  provide services to the Corporation or any of its subsidiaries including
  directors of the Corporation.  An employee on leave of absence may be
  considered as still in the employ of the Corporation or a subsidiary for
  purposes of eligibility for participation in the Plan.
  
  (n)  "Exchange Act" means the Securities Exchange Act of 1934, as amended
  from time to time, including rules thereunder and successor provisions and
  rules thereto.
  
  (o)  "Executive Officer" means an executive officer of the Corporation as
  defined under the Exchange Act.
  
  (p)  "Fair Market Value" means the fair market value of Stock, Awards or
  other property as determined by the Committee or under procedures
  established by the Committee.  Unless otherwise determined by the Committee,
  the Fair Market Value of Stock shall be the closing price of a share of
  Stock, as quoted on the composite transactions table on the New York Stock
  Exchange, on the date on which the determination of fair market value is
  being made, or if no shares of Stock were traded on such date, then the last
  trading date prior thereto. 
            
  (q)  "Incentive Stock Option" or "ISO" means any Option intended to be and
  designated as an incentive stock option within the meaning of Code Section
  422 or any successor provision thereto.
            
  (r)  "Limited SAR" means a right granted to a Participant under Section
  6(c) hereof.
  
  (s)  "Option" means a right, granted to a Participant under Section 6(b)
  hereof, to purchase Stock or other Awards at a specified price during
  specified time periods.
  
  (t)  "Other Stock-Based Awards" means Awards granted to a Participant under
  Section 6(h) hereof.
  
  (u)  "Participant" means a person who has been granted an Award under the
  Plan which remains outstanding, including a person who is no longer an
  Eligible Person.
  
  (v)  "Performance Award" means a right, granted to a Participant under
  Section 8 hereof, to receive Awards based upon performance criteria
  specified by the Committee.
  
  (w)  "Person" shall have the meaning ascribed to such term in Section
  3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
  and shall include a "group" as defined in Section 13(d) thereof.
  
  (x)  "Preexisting Plan(s)" means the Chyron 1995 Long Term Incentive Plan.
  
  (y)  "Qualified Member" means a member of the Committee who is a "Non-
  Employee Director" within the meaning of Rule 16b-3(b)(3) and an "outside
  director" within the meaning of Regulation 1.162-27 under Code Section
  162(m).
  
  (z)  "Restricted Stock" means Stock granted to a Participant under Section
  6(d) hereof,  that is subject to certain restrictions and to a risk of
  forfeiture.
  
  (aa) "Restricted Stock Unit" or "RSU" means a right, granted to a
  Participant under Section 6(e) hereof, to receive Stock, cash or a
  combination thereof at the end of a specified deferral period.
  
  (bb)  "Rule 16b-3" means Rule 16b-3, as from time to time in effect and
  applicable to the Plan and Participants, promulgated by the Securities and
  Exchange Commission under Section 16 of the Exchange Act.
  
  (cc) "Stock" means the Corporation's Common Stock, $0.01 par value per
  share, and such other securities as may be substituted (or resubstituted)
  for Stock pursuant to Section 11(c) hereof.
  
  (dd) "Stock Appreciation Rights" or "SAR" means a right granted to a
  Participant under Section 6(c) hereof.
  
  3.   Administration.
  
  (a)  Authority of the Committee.  The Plan shall be administered by the
  Committee except to the extent the Board elects to administer the Plan, in
  which case references herein to the "Committee" shall be deemed to include
  references to the "Board".  The Committee shall have full and final
  authority, in each case subject to and consistent with the provisions of the
  Plan, to select Eligible Persons to become Participants, grant Awards,
  determine the type, number and other terms and conditions of, and all other
  matters relating to, Awards, prescribe Award agreements (which need not be
  identical for each Participant) and rules and regulations for the
  administration of the Plan, construe and interpret the Plan and Award
  agreements and correct defects, supply omissions or reconcile
  inconsistencies therein, and to make all other decisions and determinations
  as the Committee may deem necessary or advisable for the administration of
  the Plan.
  
  (b)  Manner of Exercise of Committee Authority.  At any time that a member
  of the Committee is not a Qualified Member, any action of the Committee
  relating to an Award granted or to be granted to a Participant who is then
  subject to Section 16 of the Exchange Act in respect of the Corporation, or
  relating to an Award intended by the Committee to qualify as "performance-
  based compensation" within the meaning of Code Section 162(m) and
  regulations thereunder, may be taken either (i) by a subcommittee,
  designated by the Committee, composed solely of two or more Qualified
  Members, or (ii) by the Committee but with each such member who is not a
  Qualified Member abstaining or recusing himself or herself from such action;
  provided, however, that, upon such abstention or recusal, the Committee
  remains composed solely of two or more Qualified Members.  Such action,
  authorized by such a subcommittee or by the Committee upon the abstention
  or recusal of such non-Qualified Member(s), shall be the action of the
  Committee for purposes of the Plan.  Any action of the Committee shall be
  final, conclusive and binding on all persons, including the Corporation, its
  subsidiaries, Participants, Beneficiaries, transferees under Section 11(b)
  hereof or other persons claiming rights from or through a Participant, and
  shareholders.  The express grant of any specific power to the Committee, and
  the taking of any action by the Committee, shall not be construed as
  limiting any power or authority of the Committee.  The Committee may
  delegate to officers or managers of the Corporation or any subsidiary, or
  committees thereof, the authority, subject to such terms as the Committee
  shall determine, to perform such functions, including administrative
  functions, as the Committee may determine, to the extent that such
  delegation will not result in the loss of an exemption under Rule 16b-
  3(d)(1) for Awards granted to Participants subject to Section 16 of the
  Exchange Act in respect of the Corporation and will not cause Awards
  intended to qualify as "performance-based compensation" under Code Section
  162(m) to fail to so qualify.  The Committee may appoint agents to assist
  it in administering the Plan.
  
  (c)  Limitation of Liability.  The Committee and each member thereof shall
  be entitled to, in good faith, rely or act upon any report or other
  information furnished to him or her by any executive officer, other officer
  or employee of the Corporation or a subsidiary, the Corporation's
  independent auditors, consultants or any other agents assisting in the
  administration of the Plan.  Members of the Committee and any officer or
  employee of the Corporation or a subsidiary acting at the direction or on
  behalf of the Committee shall not be personally liable for any action or
  determination taken or made in good faith with respect to the Plan, and
  shall, to the extent permitted by law, be fully indemnified and protected
  by the Corporation with respect to any such action or determination.
  
  4.   Stock Subject to Plan.
  
  (a)  Overall Number of Shares Available for Delivery.  Subject to
  adjustment as provided in Section 11(c) hereof, the total number of shares
  of Stock reserved and available for delivery in connection with Awards under
  the Plan shall be (i) 1,500,000 plus (ii) the number of shares of Stock
  remaining available under Preexisting Plan(s) immediately prior to the date
  on which shareholders of the Corporation approve the adoption of the Plan,
  plus (iii) the number of shares of Stock subject to awards under Preexisting
  Plan(s) which become available in accordance with Section 4(c) hereof after
  the date on which shareholders of the Corporation approve the adoption of
  the Plan.  Any shares of Stock delivered under the Plan shall consist of
  authorized and unissued shares or treasury shares.
            
  
  (b)  Application of Limitation to Grants of Awards.  No Award may be
  granted if the number of shares of Stock to be delivered in connection with
  such Award or, in the case of an Award relating to shares of Stock but
  settleable only in cash (such as cash-only SARs), the number of shares to
  which such Award relates, exceeds the number of shares of Stock remaining
  available under the Plan minus the number of shares of Stock issuable in
  settlement of or relating to then-outstanding Awards.  The Committee may
  adopt reasonable counting procedures to ensure appropriate counting, avoid
  double counting (as, for example, in the case of tandem or substitute
  awards) and make adjustments if the number of shares of Stock actually
  delivered differs from the number of shares previously counted in connection
  with an Award.
  
  (c)  Availability of Shares Not Delivered under Awards.  Shares of Stock
  subject to an Award under the Plan or award under any Preexisting Plan(s)
  that are canceled, expired, forfeited, settled in cash or otherwise
  terminated without a delivery of shares to the Participant, including
  (i) the number of shares withheld in payment of any exercise or purchase
  price of an Award or award or taxes relating to Awards or awards, and
  (ii) the number of shares surrendered in payment of any exercise or purchase
  price of an Award or award or taxes relating to any Award or award, will
  again be available for Awards under the Plan, except that if any such shares
  could not again be available for Awards to a particular Participant under
  any applicable law or regulation, such shares shall be available exclusively
  for Awards to Participants who are not subject to such limitation.
  
  5.   Eligibility; Per-Person Award Limitations.  Awards may be granted
  under the Plan only to Eligible Persons.  In each fiscal year during any
  part of which the Plan is in effect, an Eligible Person may not be granted
  Awards relating to more than 450,000 shares of Stock, subject to adjustment
  as provided in Section 11(c), under each of Sections 6(b), 6(c), 6(d), 6(e),
  6(f), 6(g), 6(h), 8(b) and 8(c).  In addition, the maximum cash amount that
  may be earned under the Plan as a final Annual Incentive Award or other cash
  annual Award in respect of any fiscal year by any one Participant shall be
  $5 million, and the maximum cash amount that may be earned under the Plan
  as a final Performance Award or other cash Award in respect of a performance
  period other than an annual period by any one Participant on an annualized
  basis shall be $5 million.
  
  
  6.   Specific Terms of Awards.
  
  (a)  General.  Awards may be granted on the terms and conditions set forth
  in this Section 6.  In addition, the Committee may impose on any Award or
  the exercise thereof, at the date of grant or thereafter (subject to
  Section 11(e)), such additional terms and conditions, not inconsistent with
  the provisions of the Plan, as the Committee shall determine, including
  terms requiring forfeiture of Awards in the event of termination of
  employment by the Participant and terms permitting a Participant to make
  elections relating to his or her Award.  The Committee shall retain full
  power and discretion to accelerate, waive or modify, at any time, any term
  or condition of an Award that is not mandatory under the Plan; provided,
  however, that the Committee shall not have any discretion to accelerate,
  waive or modify any term or condition of an Award that is intended to
  qualify as "performance-based compensation" for purposes of Code Section
  162(m) if such discretion would cause the Award not to so qualify.  Except
  in cases in which the Committee is authorized to require other forms of
  consideration under the Plan, or to the extent other forms of consideration
  must by paid to satisfy the requirements of state law, no consideration
  other than services may be required for the grant (but not the exercise) of
  any Award.
  
  (b)  Options.  The Committee is authorized to grant Options to Participants
  on the following terms and conditions:
  
  (i)  Exercise Price.  The exercise price per share of Stock purchasable
  under an Option shall be determined by the Committee, provided that such
  exercise price shall be not less than the Fair Market Value of a share of
  Stock on the date of grant of such Option except as provided under Section
  7(a) hereof.
  
  (ii) Time and Method of Exercise.  The Committee shall determine the time
  or times at which or the circumstances under which an Option may be
  exercised in whole or in part (including based on achievement of performance
  goals and/or future service requirements), the methods by which such
  exercise price may be paid or deemed to be paid, the form of such payment,
  including, without limitation, cash, Stock, other Awards or awards granted
  under other plans of the Corporation or any subsidiary, or other property
  (including notes or other contractual obligations of Participants to make
  payment on a deferred basis), and the methods by or forms in which Stock
  will be delivered or deemed to be delivered to Participants.  In no event
  may an Option remain exercisable more than ten years following the date of
  grant. 
  
  (iii)ISOs.  The terms of any ISO granted under the Plan shall comply in all
  respects with the provisions of Code Section 422.  Anything in the Plan to
  the contrary notwithstanding, no term of the Plan relating to ISOs
  (including any SAR in tandem therewith) shall be interpreted, amended or
  altered, nor shall any discretion or authority granted under the Plan be
  exercised, so as to disqualify either the Plan or any ISO under Code Section
  422, unless the Participant has first requested the change that will result
  in such disqualification.
  
  (c)  Stock Appreciation Rights.  The Committee is authorized to grant SAR's
  to Participants on the following terms and conditions:
  
  (i)  Right to Payment.  A SAR shall confer on the Participant to whom it
  is granted a right to receive, upon exercise thereof, the excess of (A) the
  Fair Market Value of one share of Stock on the date of exercise (or, in the
  case of a "Limited SAR," the Fair Market Value determined by reference to
  the Change in Control Price, as defined under Section 9(c) hereof) over (B)
  the grant price of the SAR as determined by the Committee provided that such
  grant price shall not be less than the Fair Market Value of a share of Stock
  on the date of grant of such SAR except as provided under Section 7(a)
  hereof.
  
  (ii) Other Terms.  The Committee shall determine at the date of grant or
  thereafter, the time or times at which and the circumstances under which a
  SAR may be exercised in whole or in part (including based on achievement of
  performance goals and/or future service requirements), the method of
  exercise, method of settlement, form of consideration payable in settlement,
  method by or forms in which Stock will be delivered or deemed to be
  delivered to Participants, whether or not a SAR shall be in tandem or in
  combination with any other Award, and any other terms and conditions of any
  SAR.  Limited SARs that may only be exercised in connection with a Change
  in Control or other event as specified by the Committee may be granted on
  such terms, not inconsistent with this Section 6(c), as the Committee may
  determine.  SARs and Limited SARs may be either freestanding or in tandem
  with other Awards.
  
  (d)  Restricted Stock.  The Committee is authorized to grant Restricted
  Stock to Participants on the following terms and conditions:
  
  (i)  Grant and Restrictions.  Restricted Stock shall be subject to such
  restrictions on transferability, risk of forfeiture and other restrictions,
  if any, as the Committee may impose, which restrictions may lapse separately
  or in combination at such times, under such circumstances (including based
  on achievement of performance goals and/or future service requirements), in
  such installments or otherwise, as the Committee may determine at the date
  of grant or thereafter.  Except to the extent restricted under the terms of
  the Plan and any Award agreement relating to the Restricted Stock, a
  Participant granted Restricted Stock shall have all of the rights of a
  shareholder, including the right to vote the Restricted Stock and the right
  to receive dividends thereon (subject to any mandatory reinvestment or other
  requirement imposed by the Committee). During the restricted period
  applicable to the Restricted Stock, subject to Section 11(b) below, the
  Restricted Stock may not be sold, transferred, pledged, hypothecated,
  margined or otherwise encumbered by the Participant.
  
  (ii) Forfeiture.  Except as otherwise determined by the Committee, upon
  termination of employment during the applicable restriction period,
  Restricted Stock that is at that time subject to restrictions shall be
  forfeited and reacquired by the Corporation; provided that the Committee may
  provide, by rule or regulation or in any Award agreement, or may determine
  in any individual case, that restrictions or forfeiture conditions relating
  to Restricted Stock shall be waived in whole or in part in the event of
  terminations resulting from specified causes, and the Committee may in other
  cases waive in whole or in part the forfeiture of Restricted Stock.
  
  (iii) Certificates for Stock.  Restricted Stock granted under the Plan may
  be evidenced in such manner as the Committee shall determine.  If
  certificates representing Restricted Stock are registered in the name of the
  Participant, the Committee may require that such certificates bear an
  appropriate legend referring to the terms, conditions and restrictions
  applicable to such Restricted Stock, that the Corporation retain physical
  possession of the certificates, and that the Participant deliver a stock
  power to the Corporation, endorsed in blank, relating to the Restricted
  Stock.
  
  (iv) Dividends and Splits.  As a condition to the grant of an Award of
  Restricted Stock, the Committee may require or permit a Participant to elect
  that any cash dividends paid on a share of Restricted Stock be automatically
  reinvested in additional shares of Restricted Stock or applied to the
  purchase of additional Awards under the Plan.  Unless otherwise determined
  by the Committee, Stock distributed in connection with a Stock split or
  Stock dividend, and other property distributed as a dividend, shall be
  subject to restrictions and a risk of forfeiture to the same extent as the
  Restricted Stock with respect to which such Stock or other property has been
  distributed.
  
  (e)  RSUs.  The Committee is authorized to grant RSUs to Participants,
  which are rights to receive Stock, cash, or a combination thereof at the end
  of a specified deferral period, subject to the following terms and
  conditions:
  
  (i)  Award and Restrictions.  Satisfaction of an Award of RSUs shall occur
  upon expiration of the deferral period specified for such RSUs by the
  Committee (or, if permitted by the Committee, as elected by the
  Participant).  In addition, RSUs shall be subject to such restrictions
  (which may include a risk of forfeiture) as the Committee may impose, if
  any, which restrictions may lapse at the expiration of the deferral period
  or at earlier specified times (including based on achievement of performance
  goals and/or future service requirements), separately or in combination, in
  installments or otherwise, as the Committee may determine.  RSUs may be
  satisfied by delivery of Stock, cash equal to the Fair Market Value of the
  specified number of shares of Stock covered by the RSUs, or a combination
  thereof, as determined by the Committee at the date of grant or thereafter.
  
  (ii) Forfeiture.  Except as otherwise determined by the Committee, upon
  termination of employment during the applicable deferral period or portion
  thereof to which forfeiture conditions apply (as provided in the Award
  agreement evidencing the RSUs), all RSUs that are at that time subject to
  deferral (other than a deferral at the election of the Participant) shall
  be forfeited; provided that the Committee may provide, by rule or regulation
  or in any Award agreement, or may determine in any individual case, that
  restrictions or forfeiture conditions relating to RSUs shall be waived in
  whole or in part in the event of terminations resulting from specified
  causes, and the Committee may in other cases waive in whole or in part the
  forfeiture of RSUs.
  
  (iii) Dividend Equivalents.  Unless otherwise determined by the Committee
  at date of grant, Dividend Equivalents on the specified number of shares of
  Stock covered by an Award of RSUs shall be either (A) paid with respect to
  such RSUs at the dividend payment date in cash or in shares of unrestricted
  Stock having a Fair Market Value equal to the amount of such dividends, or
  (B) deferred with respect to such RSUs and the amount or value thereof
  automatically deemed reinvested in additional RSUs, other Awards or other
  investment vehicles, as the Committee shall determine or permit the
  Participant to elect.
  
  (f)  Bonus Stock and Awards in Lieu of Obligations.  The Committee is
  authorized to grant Stock as a bonus, or to grant Stock or other Awards in
  lieu of obligations to pay cash or deliver other property under the Plan or
  under other plans or compensatory arrangements, provided that, in the case
  of Participants subject to Section 16 of the Exchange Act, the amount of
  such grants remains within the discretion of the Committee to the extent
  necessary to ensure that acquisitions of Stock or other Awards are exempt
  from liability under Section 16(b) of the Exchange Act.  Stock or Awards
  granted hereunder shall be subject to such other terms as shall be
  determined by the Committee.
  
  (g)  Dividend Equivalents.  The Committee is authorized to grant Dividend
  Equivalents to a Participant, entitling the Participant to receive cash,
  Stock, other Awards, or other property equal in value to dividends paid with
  respect to a specified number of shares of Stock, or other periodic
  payments. Dividend Equivalents may be awarded on a free-standing basis or
  in connection with another Award.  The Committee may provide that Dividend
  Equivalents shall be paid or distributed when accrued or shall be deemed to
  have been reinvested in additional Stock, Awards, or other investment
  vehicles, and subject to such restrictions on transferability and risks of
  forfeiture, as the Committee may specify.
  
  (h)  Annual Incentive and Performance Awards.  The Committee is authorized
  to make Annual Incentive Awards and Performance Awards payable in cash,
  Shares, or other Awards, on terms and conditions established by the
  Committee, subject to Section 8 in the event of Annual Incentive Awards or
  Performance Awards intended to qualify as "performance-based compensation"
  for purposes of Code Section 162(m).
  
  (i)  Other Stock-Based Awards.  The Committee is authorized, subject to
  limitations under applicable law, to grant to Participants such other Awards
  that may be denominated or payable in, valued in whole or in part by
  reference to, or otherwise based on, or related to, Stock, as deemed by the
  Committee to be consistent with the purposes of the Plan, including, without
  limitation, convertible or exchangeable debt securities, other rights
  convertible or exchangeable into Stock, purchase rights for Stock, Awards
  with value and payment contingent upon performance of the Corporation or any
  other factors designated by the Committee, and Awards valued by reference
  to the book value of Stock or the value of securities of or the performance
  of specified subsidiaries.  The Committee shall determine the terms and
  conditions of such Awards.  Stock delivered pursuant to an Award in the
  nature of a purchase right granted under this Section 6(h) shall be
  purchased for such consideration, paid for at such times, by such methods,
  and in such forms, including, without limitation, cash, Stock, other Awards,
  or other property, as the Committee shall determine.  Cash awards, as an
  element of or supplement to any other Award under the Plan, may also be
  granted pursuant to this Section 6(h).
  
  7.   Certain Provisions Applicable to Awards.
  
  (a)  Stand-Alone, Additional, Tandem, and Substitute Awards.  Awards
  granted under the Plan may, in the discretion of the Committee, be granted
  either alone or in addition to, in tandem with, or in substitution or
  exchange for, any other Award or any award granted under another plan of the
  Corporation, any subsidiary, or any business entity to be acquired by the
  Corporation or a subsidiary, or any other right of a Participant to receive
  payment from the Corporation or any subsidiary.  Such additional, tandem,
  and substitute or exchange Awards may be granted at any time.  If an Award
  is granted in substitution or exchange for another Award or award, the
  Committee shall require the surrender of such other Award or award in
  consideration for the grant of the new Award.  In addition, Awards may be
  granted in lieu of cash compensation, including in lieu of cash amounts
  payable under other plans of the Corporation or any subsidiary, in which the
  value of Stock subject to the Award is equivalent in value to the cash
  compensation (for example, RSUs or Restricted Stock), or in which the
  exercise price, grant price or purchase price of the Award in the nature of
  a right that may be exercised is equal to the Fair Market Value of the
  underlying Stock minus the value of the cash compensation surrendered (for
  example, Options granted with an exercise price "discounted" by the amount
  of the cash compensation surrendered).
  
  (b)  Term of Awards.  The term of each Award shall be for such period as
  may be determined by the Committee; provided that in no event shall the term
  of any Option or SAR exceed a period of ten years (or such shorter term as
  may be required in respect of an ISO under Code Section 422).
  
  (c)  Form and Timing of Payment under Awards; Deferrals.  Subject to the
  terms of the Plan and any applicable Award agreement, payments to be made
  by the Corporation or a subsidiary upon the exercise of an Option or other
  Award or settlement of an Award may be made in such forms as the Committee
  shall determine, including, without limitation, cash, Stock, other Awards
  or other property, and may be made in a single payment or transfer, in
  installments, or on a deferred basis.  The settlement of any Award may be
  accelerated, and cash paid in lieu of Stock in connection with such
  settlement, in the discretion of the Committee or upon occurrence of one or
  more specified events (in addition to a Change in Control).  Installment or
  deferred payments may be required by the Committee (subject to Section 11(e)
  of the Plan, including the consent provisions thereof in the case of any
  deferral of an outstanding Award not provided for in the original Award
  agreement) or permitted at the election of the Participant on terms and
  conditions established by the Committee.  Payments may include, without
  limitation, provisions for the payment or crediting of reasonable interest
  on installment or deferred payments or the grant or crediting of Dividend
  Equivalents or other amounts in respect of installment or deferred payments
  denominated in Stock.
  
  (d)  Exemptions from Section 16(b) Liability.  It is the intent of the
  Corporation that the grant of any Awards to or other transaction by a
  Participant who is subject to Section 16 of the Exchange Act shall be exempt
  from Section 16 pursuant to an applicable exemption (except for transactions
  acknowledged in writing to be non-exempt by such Participant).  Accordingly,
  if any provision of this Plan or any Award agreement does not comply with
  the requirements of Rule 16b-3 as then applicable to any such transaction,
  such provision shall be construed or deemed amended to the extent necessary
  to conform to the applicable requirements of Rule 16b-3 so that such
  Participant shall avoid liability under Section 16(b).
  
  8.   Performance and Annual Incentive Awards.
  
  (a)  Performance Conditions.  The right of a Participant to exercise or
  receive a grant or settlement of any Award, and the timing thereof, may be
  subject to such performance conditions as may be specified by the Committee.
  The Committee may use such business criteria and other measures of
  performance as it may deem appropriate in establishing any performance
  conditions, and may exercise its discretion to reduce or increase the
  amounts payable under any Award subject to performance conditions, except
  as limited under Sections 8(b) and 8(c) hereof in the case of a Performance
  Award or Annual Incentive Award intended to qualify under Code Section
  162(m).
  
  (b)  Performance Awards Granted to Designated Covered Employees.  If the
  Committee determines that a Performance Award to be granted to an Eligible
  Person who is designated by the Committee as likely to be a Covered Employee
  should qualify as "performance-based compensation" for purposes of Code
  Section 162(m), the grant, exercise and/or settlement of such Performance
  Award shall be contingent upon achievement of preestablished performance
  goals and other terms set forth in this Section 8(b).
  
  (i)  Performance Goals Generally.  The performance goals for such
  Performance Awards shall consist of one or more business criteria and a
  targeted level or levels of performance with respect to each of such
  criteria, as specified by the Committee consistent with this Section 8(b). 
  Performance goals shall be objective and shall otherwise meet the
  requirements of Code Section 162(m) and regulations thereunder (including
  Regulation 1.162-27 and successor regulations thereto), including the
  requirement that the level or levels of performance targeted by the
  Committee result in the achievement of performance goals being
  "substantially uncertain." The Committee may determine that such Performance
  Awards shall be granted, exercised and/or settled upon achievement of any
  one performance goal or that two or more of the performance goals must be
  achieved as a condition to grant, exercise and/or settlement of such
  Performance Awards.  Performance goals may differ for Performance Awards
  granted to any one Participant or to different Participants.
  
  (ii) Business Criteria. One or more of the following business criteria for
  the Corporation, on a consolidated basis, and/or for specified subsidiaries
  or business or geographical units of the Corporation (except with respect
  to the total shareholder return and earnings per share criteria), shall be
  used by the Committee in establishing performance goals for such Performance
  Awards: (1) earnings per share; (2) increase in revenues or margin; (3)
  increase in cash flow; (4) operating margin; (5) return on net assets,
  return on assets, return on investment, return on capital, return on equity;
  (6) economic value added; (7) direct contribution; (8) net income; pretax
  earnings; pretax earnings before interest, depreciation and amortization
  (EBITDA); pretax earnings after interest expense and before extraordinary
  or special items; operating income; income before interest income or
  expense, unusual items and income taxes (local, state or federal) and
  excluding budgeted and actual bonuses which might be paid under any ongoing
  bonus plans of the Corporation; (9) working capital; (10) management of
  fixed costs or variable costs; (11) identification or consummation of
  investment opportunities or completion of specified projects in accordance
  with corporate business plans, including strategic mergers, acquisitions or
  divestitures; (12) total shareholder return; (13) debt reduction; and (14)
  any of the above goals determined on an absolute or relative basis or as
  compared to the performance of a published or special index deemed
  applicable by the Committee including, but not limited to, the Standard &
  Poor's 500 Stock Index or a group of comparator companies.  One or more of
  the foregoing business criteria shall also be exclusively used in
  establishing performance goals for Annual Incentive Awards granted to a
  Covered Employee under Section 8(c) hereof.
  
  (iii)  Performance Period; Timing for Establishing Performance Goals. 
  Achievement of performance goals in respect of such Performance Awards shall
  be measured over a performance period of up to ten years, as specified by
  the Committee.  Performance goals shall be established not later than 90
  days after the beginning of any performance period applicable to such
  Performance Awards, or at such other date as may be required or permitted
  for "performance-based compensation" under Code Section 162(m).
  
  (iv) Performance Award Pool.  The Committee may establish a Performance 
  Award pool, which shall be an unfunded pool, for purposes of measuring
  performance of the Corporation in connection with Performance Awards.  The
  amount of such Performance Award pool shall be based upon the achievement
  of a performance goal or goals based on one or more of the business criteria
  set forth in Section 8(b)(ii) hereof during the given performance period,
  as specified by the Committee in accordance with Section 8(b)(iii) hereof. 
  The Committee may specify the amount of the Performance Award pool as a
  percentage of any of such business criteria, a percentage thereof in excess
  of a threshold amount, or as another amount which need not bear a strictly
  mathematical relationship to such business criteria.
  
  (v)  Settlement of Performance Awards; Other Terms.  After the end of each
  performance period, the Committee shall determine the amount, if any, of
  (A) the Performance Award pool, and the maximum amount of potential
  Performance Award payable to each Participant in the Performance Award pool,
  or (B) the amount of potential Performance Award otherwise payable to each
  Participant.  Settlement of such Performance Awards shall be in cash, Stock,
  other Awards or other property, in the discretion of the Committee.  The
  Committee may, in its discretion, reduce the amount of a settlement
  otherwise to be made in connection with such Performance Awards, but may not
  exercise discretion to increase any such amount payable to a Covered
  Employee in respect of a Performance Award subject to this Section 8(b). 
  The Committee shall specify the circumstances in which such Performance
  Awards shall be paid or forfeited in the event of termination of employment
  by the Participant prior to the end of a performance period or settlement
  of Performance Awards.
  
  (c)  Annual Incentive Awards Granted to Designated Covered Employees.  If
  the Committee determines that an Annual Incentive Award to be granted to an
  Eligible Person who is designated by the Committee as likely to be a Covered
  Employee should qualify as "performance-based compensation" for purposes of
  Code Section 162(m), the grant, exercise and/or settlement of such Annual
  Incentive Award shall be contingent upon achievement of preestablished
  performance goals and other terms set forth in this Section 8(c).
  
  (i)  Annual Incentive Award Pool.  The Committee may establish an Annual
  Incentive Award pool, which shall be an unfunded pool, for purposes of
  measuring performance of the Corporation in connection with Annual Incentive
  Awards.  The amount of such Annual Incentive Award pool shall be based upon
  the achievement of a performance goal or goals based on one or more of the
  business criteria set forth in Section 8(b)(ii) hereof during the given
  performance period, as specified by the Committee in accordance with
  Section 8(b)(iii) hereof.  The Committee may specify the amount of the
  Annual Incentive Award pool as a percentage of any of such business
  criteria, a percentage thereof in excess of a threshold amount, or as
  another amount which need not bear a strictly mathematical relationship to
  such business criteria.
  
  (ii) Potential Annual Incentive Awards.  Not later than the end of the 90th
  day of each fiscal year, or at such other date as may be required or
  permitted in the case of Awards intended to be "performance-based
  compensation" under Code Section 162(m), the Committee shall determine the
  Eligible Persons who will potentially receive Annual Incentive Awards, and
  the amounts potentially payable thereunder, for that fiscal year, either out
  of an Annual Incentive Award pool established by such date under
  Section 8(c)(i) hereof or as individual Annual Incentive Awards.  In the
  case of individual Annual Incentive Awards intended to qualify under Code
  Section 162(m), the amount potentially payable shall be based upon the
  achievement of a performance goal or goals based on one or more of the
  business criteria set forth in Section 8(b)(ii) hereof in the given
  performance year, as specified by the Committee; in other cases, such amount
  shall be based on such criteria as shall be established by the Committee. 
  In all cases, the maximum Annual Incentive Award of any Participant shall
  be subject to the limitation set forth in Section 5 hereof.
  
  (iii)Payout of Annual Incentive Awards.  After the end of each fiscal year,
  the Committee shall determine the amount, if any, of (A) the Annual
  Incentive Award pool, and the maximum amount of potential Annual Incentive
  Award payable to each Participant in the Annual Incentive Award pool, or
  (B) the amount of potential Annual Incentive Award otherwise payable to each
  Participant.  The Committee may, in its discretion, determine that the
  amount payable to any Participant as a final Annual Incentive Award shall
  be increased or reduced from the amount of his or her potential Annual
  Incentive Award, including a determination to make no final Award
  whatsoever, but may not exercise discretion to increase any such amount in
  the case of an Annual Incentive Award intended to qualify under Code Section
  162(m).  The Committee shall specify the circumstances in which an Annual
  Incentive Award shall be paid or forfeited in the event of termination of
  employment by the Participant prior to the end of a fiscal year or
  settlement of such Annual Incentive Award.
  
  (d)  Written Determinations.  All determinations by the Committee as to the
  establishment of performance goals, the amount of any Performance Award pool
  or potential individual Performance Awards and as to the achievement of
  performance goals relating to Performance Awards under Section 8(b), and the
  amount of any Annual Incentive Award pool or potential individual Annual
  Incentive Awards and the amount of final Annual Incentive Awards under
  Section 8(c), shall be made in writing in the case of any Award intended to
  qualify under Code Section 162(m).  The Committee may not delegate any
  responsibility relating to such Performance Awards or Annual Incentive
  Awards.
  
  (e)  Status of Section 8(b) and Section 8(c) Awards under Code
  Section 162(m).  It is the intent of the Corporation that Performance Awards
  and Annual Incentive Awards under Sections 8(b) and 8(c) hereof granted to
  persons who are designated by the Committee as likely to be Covered
  Employees within the meaning of Code Section 162(m) and regulations
  thereunder (including Regulation 1.162-27 and successor regulations thereto)
  shall, if so designated by the Committee, constitute "performance-based
  compensation" within the meaning of Code Section 162(m) and regulations
  thereunder.  Accordingly, the terms of Sections 8(b), (c), (d) and (e),
  including the definitions of Covered Employee and other terms used therein,
  shall be interpreted in a manner consistent with Code Section 162(m) and
  regulations thereunder.  The foregoing notwithstanding, because the
  Committee cannot determine with certainty whether a given Participant will
  be a Covered Employee with respect to a fiscal year that has not yet been
  completed, the term Covered Employee as used herein shall mean only a person
  designated by the Committee, at the time of grant of Performance Awards or
  an Annual Incentive Award, as likely to be a Covered Employee with respect
  to that fiscal year.  If any provision of the Plan as in effect on the date
  of adoption or any agreements relating to Performance Awards or Annual
  Incentive Awards that are designated as intended to comply with Code Section
  162(m) does not comply or is inconsistent with the requirements of Code
  Section 162(m) or regulations thereunder, such provision shall be construed
  or deemed amended to the extent necessary to conform to such requirements.
  
  
  9.   Change in Control.
   
  (a)  Effect of "Change in Control."  In the event of a "Change in Control," 
  the following provisions shall apply unless otherwise provided in the Award
  agreement:
  
  (i)  Any Award carrying a right to exercise that was not previously
  exercisable and vested shall become fully exercisable and vested as of the
  time of the Change in Control and shall remain exercisable and vested for
  the balance of the stated term of such Award without regard to any
  termination of employment by the Participant, subject only to applicable
  restrictions set forth in Section 11(a) hereof;
  
  (ii) Any optionee who holds an Option shall be entitled to elect, during
  the 60-day period immediately following a Change in Control, in lieu of
  acquiring the shares of Stock covered by such Option, to receive, and the
  Corporation shall be obligated to pay, in cash the excess of the Change in
  Control Price over the exercise price of such Option, multiplied by the
  number of shares of Stock covered by such Option;
  
  (iii)The restrictions, deferral of settlement, and forfeiture conditions
  applicable to any other Award granted under the Plan shall lapse and such
  Awards shall be deemed fully vested as of the time of the Change in Control,
  except to the extent of any waiver by the Participant and subject to
  applicable restrictions set forth in Section 11(a) hereof; and
  
  (iv) With respect to any outstanding Award subject to achievement of
  performance goals and conditions under the Plan, such performance goals and
  other conditions will be deemed to be met if and to the extent so provided
  in the Award agreement relating to such Award.
  
  (b)  Definition of "Change in Control."  A "Change in Control" shall be
  deemed to have occurred if:
  
  (i)  any Person (other than the Corporation, any trustee or other fiduciary
  holding securities under any employee benefit plan of the Corporation, or
  any company owned, directly or indirectly, by the stockholders of the
  Corporation immediately prior to the occurrence with respect to which the
  evaluation is being made in substantially the same proportions as their
  ownership of the common stock of the Corporation) acquires securities of the
  Corporation and immediately thereafter is the Beneficial Owner (except that
  a Person shall be deemed to be the Beneficial Owner of all shares that any
  such Person has the right to acquire pursuant to any agreement or
  arrangement or upon exercise of conversion rights, warrants or options or
  otherwise, without regard to the sixty day period referred to in Rule 13d-3
  under the Exchange Act), directly or indirectly, of securities of the
  Corporation representing 30% or more of the combined voting power of the
  Corporation's then outstanding securities (except that an acquisition of
  securities directly from the Corporation shall not be deemed an acquisition
  for purposes of this clause (i));
  
  (ii) during any period of two consecutive years, individuals who at the
  beginning of such period constitute the Board, and any new director (other
  than a director designated by a person who has entered into an agreement
  with the Corporation to effect a transaction described in clause (i), (iii),
  or (iv) of this paragraph) whose election by the Board or nomination for
  election by the Corporation's stockholders was approved by a vote of at
  least two-thirds of the directors then still in office who either were
  directors at the beginning of the two-year period or whose election or
  nomination for election was previously so approved but excluding for this
  purpose any such new director 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 an individual, corporation, partnership, group, associate
  or other entity or Person other than the Board, cease for any reason to
  constitute at least a majority of the Board;
  
  (iii)the consummation of a merger or consolidation of the Corporation with
  any other entity, other than (i) a merger or consolidation which would
  result in the voting securities of the Corporation outstanding immediately
  prior thereto continuing to represent (either by remaining outstanding or
  by being converted into voting securities of the surviving or resulting
  entity) more than 50% of the combined voting power of the surviving or
  resulting entity outstanding immediately after such merger or consolidation
  or (ii) a merger or consolidation in which no premium is intended to be paid
  to any shareholder participating in the merger or consolidation;
  
  (iv) the stockholders of the Corporation approve a plan or agreement for
  the sale or disposition of all or substantially all of the consolidated
  assets of the Corporation (other than such a sale or disposition immediately
  after which such assets will be owned directly or indirectly by the
  stockholders of the Corporation in substantially the same proportions as
  their ownership of the common stock of the Corporation immediately prior to
  such sale or disposition) in which case the Board shall determine the
  effective date of the Change in Control resulting therefrom; or
  
  (v)  any other event occurs which the Board determines, in its discretion,
  would materially alter the structure of the Corporation or its ownership.
  
  For purposes of this definition:
  
  (A)  The term "Beneficial Owner" shall have the meaning ascribed to such
       term in Rule 13d-3 under the Exchange Act (including any successor to
       such Rule).
  
  (B)  The term "Exchange Act" means the Securities Exchange Act of 1934, as
       amended from time to time, or any successor act thereto.
  
  (C)  The term "Person" shall have the meaning ascribed to such term in
       Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and
       14(d) thereof, including "group" as defined in Section 13(d) thereof.
  
  (c)  Definition of "Change in Control Price."  The "Change in Control
  Price" means an amount in cash equal to the higher of (i) the amount of cash
  and fair market value of property that is the highest price per share paid
  (including extraordinary dividends) in any  transaction triggering the
  Change in Control or any liquidation of shares following a sale of
  substantially all assets of the Corporation, or (ii) the highest Fair Market
  Value per share at any time during the 60-day period preceding and 60-day
  period following the Change in Control.
  
  10.  Options Granted Automatically to Non-Employee Directors.  
  
  (a)  Annual Option Grants.  A Non-Employee Director Annual Option will be
  automatically granted at the close of business on the last trading day of
  each July.
  
  (b)  Number of Shares Subject to Automatic Option Grants. Unless otherwise
  determined by the Board in a resolution adopted on or prior to the date of
  the annual meeting of the Company's shareholders that coincides with or most
  recently precedes the date of grant of an Option to a Non-Employee Director,
  the number of shares of Stock to be subject to each Annual Option shall be
  5,000, in each case subject to adjustment as provided in Section 11(c). 
  
  (c)  Other Non-Employee Director Annual Option Terms.  Unless otherwise
  determined by the Board, other terms of Annual Options shall be as follows:
  
  (i)  The exercise price per share of  Stock purchasable upon exercise of
  a Non-Employee Director Annual Option will be equal to 100% of the Fair
  Market Value of a share of  Stock on the date of grant of the Option.
  
  (ii) A Non-Employee Director Annual Option will expire at the earlier of
  (A) 10 years after the date of grant or (B) three months after the date the
  Participant ceases to serve as a director of the Company for any reason.
  
  (iii)Each Non-Employee Director Annual Option will become exercisable in
  three equal installments after each of the first, second and third
  anniversaries of the date of grant.  
  
  (d)  Method of Exercise.  A Participant may exercise a Non-Employee
  Director Annual Option, in whole or in part, at such time as it is
  exercisable and prior to its expiration, by giving written notice of
  exercise to the Secretary of the Company, specifying the Option to be
  exercised and the number of shares to be purchased, and paying in full the
  exercise price in cash (including by check) or by surrender of shares of
  Stock already owned by the Participant (except for shares acquired from the
  Company by exercise of an option less than six months before the date of
  surrender) having a Fair Market Value at the time of exercise equal to the
  exercise price, or by a combination of cash and shares. 
  
  (e)  Availability of Shares.  If an automatic grant of Options authorized
  under Section 10(a) or (b) cannot be made in full due to the limitation set
  forth in Section 4(a), such grant shall be made (together with other
  automatic grants to occur at the same time) to the greatest extent then
  permitted under Section 4(a).
  
  11.  General Provisions.
  
  (a)  Compliance with Legal and Other Requirements.  The Corporation may,
  to the extent deemed necessary or advisable by the Committee, postpone the
  issuance or delivery of Stock or payment of other benefits under any Award
  until completion of such registration or qualification of such Stock or
  other required action under any federal or state law, rule or regulation,
  listing or other required action with respect to any stock exchange or
  automated quotation system upon which the Stock or other securities of the
  Corporation are listed or quoted, or compliance with any other obligation
  of the Corporation, as the Committee may consider appropriate, and may
  require any Participant to make such representations, furnish such
  information and comply with or be subject to such other conditions as it may
  consider appropriate in connection with the issuance or delivery of Stock
  or payment of other benefits in compliance with applicable laws, rules, and
  regulations, listing requirements, or other obligations.  
  
  (b)  Limits on Transferability; Beneficiaries.  No Award or other right or
  interest of a Participant under the Plan shall be pledged, hypothecated or
  otherwise encumbered or subject to any lien, obligation or liability of such
  Participant to any party (other than the Corporation or a subsidiary), or
  assigned or transferred by such Participant otherwise than by will or the
  laws of descent and distribution or to a Beneficiary upon the death of a
  Participant, and such Awards or rights that may be exercisable shall be
  exercised during the lifetime of the Participant only by the Participant or
  his or her guardian or legal representative, except that Awards and other
  rights (other than ISOs and SARs in tandem therewith) may be transferred to
  one or more Beneficiaries or other transferees during the lifetime of the
  Participant, and may be exercised by such transferees in accordance with the
  terms of such Award, but only if and to the extent such transfers are
  permitted by the Committee pursuant to the express terms of an Award
  agreement (subject to any terms and conditions which the Committee may
  impose thereon).  A Beneficiary, transferee, or other person claiming any
  rights under the Plan from or through any Participant shall be subject to
  all terms and conditions of the Plan and any Award agreement applicable to
  such Participant, except as otherwise determined by the Committee, and to
  any additional terms and conditions deemed necessary or appropriate by the
  Committee.
  
  (c)  Adjustments.  In the event that any dividend or other distribution
  (whether in the form of cash, Stock, or other property), recapitalization,
  forward or reverse split, reorganization, merger, consolidation, spin-off,
  combination, repurchase, share exchange, liquidation, dissolution or other
  similar  transaction or event affects the Stock such that an adjustment is
  determined by the Committee to be appropriate under the Plan, then the
  Committee shall, in such manner as it may deem equitable, adjust any or all
  of (i) the number and kind of shares of Stock which may be delivered in
  connection with Awards granted thereafter, (ii) the number and kind of
  shares of Stock by which annual per-person Award limitations are measured
  under Section 5 hereof, (iii) the number and kind of shares of Stock subject
  to or deliverable in respect of outstanding Awards and (iv) the exercise
  price, grant price or purchase price relating to any Award and/or make
  provision for payment of cash or other property in respect of any
  outstanding Award.  In addition, the Committee is authorized to make
  adjustments in the terms and conditions of, and the criteria included in,
  Awards (including Performance Awards and performance goals, and Annual
  Incentive Awards and any Annual Incentive Award pool or performance goals
  relating thereto) in recognition of unusual or nonrecurring events
  (including, without limitation, events described in the preceding sentence,
  as well as acquisitions and dispositions of businesses and assets) affecting
  the Corporation, any subsidiary or any business unit, or the financial
  statements of the Corporation or any subsidiary, or in response to changes
  in applicable laws, regulations, accounting principles, tax rates and
  regulations or business conditions or in view of the Committee's assessment
  of the business strategy of the Corporation, any subsidiary or business unit
  thereof, performance of comparable organizations, economic and business
  conditions, personal performance of a Participant, and any other
  circumstances deemed relevant; provided that no such adjustment shall be
  authorized or made if and to the extent that such authority or the making
  of such adjustment would cause Options, SARs, Performance Awards granted
  under Section 8(b) hereof or Annual Incentive Awards granted under
  Section 8(c) hereof to Participants designated by the Committee as Covered
  Employees and intended to qualify as "performance-based compensation" under
  Code Section 162(m) and regulations thereunder to otherwise fail to qualify
  as "performance-based compensation" under Code Section 162(m) and
  regulations thereunder.
  
  (d)  Taxes.  The Corporation and any subsidiary is authorized to withhold
  from any Award granted, any payment relating to an Award under the Plan,
  including from a distribution of Stock, or any payroll or other payment to
  a Participant, amounts of withholding and other taxes due or potentially
  payable in connection with any transaction involving an Award, and to take
  such other action as the Committee may deem advisable to enable the
  Corporation and Participants to satisfy obligations for the payment of
  withholding taxes and other tax obligations relating to any Award.  This
  authority shall include authority to withhold or receive Stock or other
  property and to make cash payments in respect thereof in satisfaction of a
  Participant's tax obligations, either on a mandatory or elective basis in
  the discretion of the Committee.
  
  (e)  Changes to the Plan and Awards.  The Board may amend, alter, suspend,
  discontinue or terminate the Plan or the Committee's authority to grant
  Awards under the Plan without the consent of shareholders or Participants,
  except that any amendment or alteration to the Plan shall be subject to the
  approval of the Corporation's shareholders not later than the annual meeting
  next following such Board action if such shareholder approval is required
  by any federal or state law or regulation or the rules of any stock exchange
  or automated quotation system on which the Stock may then be listed or
  quoted, and the Board may otherwise, in its discretion, determine to submit
  other such changes to the Plan to shareholders for approval; provided that,
  without the consent of an affected Participant, no such Board action may
  materially and adversely affect the rights of such Participant under any
  previously granted and outstanding Award.  The Committee may waive any
  conditions or rights under, or amend, alter, suspend, discontinue or
  terminate any Award theretofore granted and any Award agreement relating
  thereto, except as otherwise provided in the Plan; provided that, without
  the consent of an affected Participant, no such Committee action may
  materially and adversely affect the rights of such Participant under such
  Award. Notwithstanding anything in the Plan to the contrary, if any right
  under this Plan would cause a transaction to be ineligible for pooling of
  interest accounting that would, but for the right hereunder, be eligible for
  such accounting treatment, the Committee may modify or adjust the right so
  that pooling of interest accounting shall be available, including the
  substitution of Stock having a Fair Market Value equal to the cash otherwise
  payable hereunder for the right which caused the transaction to be
  ineligible for pooling of interest accounting.  In addition, the Board shall
  also have the authority to modify the Plan, to the extent it deems necessary
  or desirable in its sole discretion, to minimize the taxes incurred by
  either the Company or any Participant relating to any Award.
  
  (f)  Limitation on Rights Conferred under Plan.  Neither the Plan nor any
  action taken hereunder shall be construed as (i) giving any Eligible Person
  or Participant the right to continue as an Eligible Person or Participant
  or in the employ or service of the Corporation or a subsidiary,
  (ii) interfering in any way with the right of the Corporation or a
  subsidiary to terminate any Eligible Person's or Participant's employment
  or service at any time, (iii) giving an Eligible Person or Participant any
  claim to be granted any Award under the Plan or to be treated uniformly with
  other Participants and employees, or (iv) conferring on a Participant any
  of the rights of a shareholder of the Corporation unless and until the
  Participant is duly issued or transferred shares of Stock in accordance with
  the terms of an Award.
  
  (g)  Unfunded Status of Awards; Creation of Trusts.  The Plan is intended
  to constitute an "unfunded" plan for certain incentive awards and deferred
  compensation.  With respect to any payments not yet made to a Participant
  or obligation to deliver Stock pursuant to an Award, nothing contained in
  the Plan or any Award shall give any such Participant any rights that are
  greater than those of a general creditor of the Corporation.
  
  (h)  Nonexclusivity of the Plan.  Neither the adoption of the Plan by the
  Board nor its submission to the shareholders of the Corporation for approval
  shall be construed as creating any limitations on the power of the Board or
  a committee thereof to adopt such other incentive arrangements as it may
  deem desirable including incentive arrangements and awards which do not
  qualify under Code Section 162(m).
  
  (i)  Payments in the Event of Forfeitures; Fractional Shares.  Unless
  otherwise determined by the Committee, in the event of a forfeiture of an
  Award with respect to which a Participant paid cash or other consideration,
  the Participant shall be repaid the amount of such cash or other
  consideration.  No fractional shares of Stock shall be issued or delivered
  pursuant to the Plan or any Award.  The Committee shall determine whether
  cash, other Awards or other property shall be issued or paid in lieu of such
  fractional shares or whether such fractional shares or any rights thereto
  shall be forfeited or otherwise eliminated.
  
  (j)  Governing Law.  The validity, construction and effect of the Plan, any
  rules and regulations under the Plan, and any Award agreement shall be
  determined in accordance with the laws of the State of New York, without
  giving effect to principles of conflicts of laws, and applicable federal
  law.
  
  (k)  Awards under Preexisting Plan(s).  Upon approval of the Plan by
  shareholders of the Corporation as required under Section 11(l) hereof, no
  further awards shall be granted under the Preexisting Plan(s).
  
  (l)  Plan Effective Date and Shareholder Approval.  The Plan has been
  adopted by the Board effective                     , subject to approval by
  the shareholders of the Corporation.