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                      INTERNATIONAL SHIPHOLDING CORPORATION
                              STOCK INCENTIVE PLAN

     1. PURPOSE. The purpose of the Stock Incentive Plan (the "Plan") of
International Shipholding Corporation ("ISC") is to increase shareholder value
and to advance the interests of ISC and its subsidiaries (collectively, the
"Company") by furnishing a variety of economic incentives (the "Incentives")
designed to attract, retain and motivate key employees and officers and to
strengthen the mutuality of interests between such employees, officers and ISC's
shareholders. Incentives consist of opportunities to purchase or receive shares
of common stock, $1.00 par value per share, of ISC (the "Common Stock"), on
terms determined under the Plan. As used in the Plan, the term "subsidiary"
means any corporation of which ISC owns (directly or indirectly) within the
meaning of Section 425(f) of the Internal Revenue Code of 1986, as amended (the
"Code"), 50% or more of the total combined voting power of all classes of stock.

     2.   ADMINISTRATION.

          2.1. COMPOSITION. The Plan shall be administered by the Compensation
     Committee of the Board of Directors of ISC or by a subcommittee thereof
     (the "Committee"). The Committee shall consist of not fewer than two
     members of the Board of Directors, each of whom shall (a) qualify as a
     "non-employee director" under Rule 16b-3 under the Securities Exchange Act
     of 1934 (the "1934 Act") or any successor rule, and (b) qualify as an
     "outside director" under Section 162(m) of the Code.

          2.2. AUTHORITY. The Committee shall have plenary authority to award
     Incentives under the Plan, to interpret the Plan, to establish any rules or
     regulations relating to the Plan that it determines to be appropriate, to
     enter into agreements with participants as to the terms of the Incentives
     (the "Incentive Agreements") and to make any other determination that it
     believes necessary or advisable for the proper administration of the Plan.
     Its decisions in matters relating to the Plan shall be final and conclusive
     on the Company and participants. The Committee may delegate its authority
     hereunder to the extent provided in Section 3 hereof.

     3. ELIGIBLE PARTICIPANTS. Key employees and officers of the Company
(including officers who also serve as directors of the Company) shall become
eligible to receive Incentives under the Plan when designated by the Committee.
Employees may be designated individually or by groups or categories, as the
Committee deems appropriate. With respect to participants not subject to Section
16 of the 1934 Act or Section 162(m) of the Code, the Committee may delegate to
appropriate personnel of the Company its authority to designate participants, to
determine the size and type of Incentives to be received by those participants
and to determine or modify performance objectives for those participants.

     4. TYPES OF INCENTIVES. Incentives may be granted under the Plan to
eligible participants in any of the following forms, either individually or in
combination, (a) incentive

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stock options and non-qualified stock options; (b) restricted stock; and (c)
other stock-based awards ("Other Stock-Based Awards").

     5.   SHARES SUBJECT TO THE PLAN.

          5.1. NUMBER OF SHARES. Subject to adjustment as provided in Section
     9.5, a total of 650,000 shares of Common Stock are authorized to be issued
     under the Plan. Incentives with respect to no more than 500,000 shares of
     Common Stock may be granted through the Plan to a single participant in one
     calendar year. In the event that an Incentive granted hereunder expires or
     is terminated or cancelled prior to exercise or payment, any shares of
     Common Stock that were issuable thereunder may again be issued under the
     Plan. In the event that shares of Common Stock are issued as Incentives
     under the Plan and thereafter are forfeited or reacquired by the Company
     pursuant to rights reserved upon issuance thereof, such forfeited and
     reacquired shares may again be issued under the Plan. If an Other
     Stock-Based Award is to be paid in cash by its terms, the Committee need
     not make a deduction from the shares of Common Stock issuable under the
     Plan with respect thereto. If and to the extent that an Other Stock-Based
     Award may be paid in cash or shares of Common Stock, the total number of
     shares available for issuance hereunder shall be debited by the number of
     shares payable under such Incentive, provided that upon any payment of all
     or part of such Incentive in cash, the total number of shares available for
     issuance hereunder shall be credited with the appropriate number of shares
     represented by the cash payment, as determined in the sole discretion of
     the Committee. Additional rules for determining the number of shares
     granted under the Plan may be made by the Committee, as it deems necessary
     or appropriate.

          5.2. TYPE OF COMMON STOCK. Common Stock issued under the Plan may be
     authorized and unissued shares or issued shares held as treasury shares.

     6. STOCK OPTIONS. A stock option is a right to purchase shares of Common
Stock from ISC. Stock options granted under this Plan may be incentive stock
options or non-qualified stock options. Any option that is designated as a
non-qualified stock option shall not be treated as an incentive stock option.
Each stock option granted by the Committee under this Plan shall be subject to
the following terms and conditions:

          6.1. PRICE. The exercise price per share shall be determined by the
     Committee, subject to adjustment under Section 9.5; provided that in no
     event shall the exercise price be less than the Fair Market Value of a
     share of Common Stock on the date of grant, except that in connection with
     an acquisition, consolidation, merger or other extraordinary transaction,
     options may be granted at less than the then Fair Market Value in order to
     replace options previously granted by one or more parties to such
     transaction (or their affiliates) so long as the aggregate spread on such
     replacement options for any recipient of such options is equal to or less
     than the aggregate spread on the options being replaced.


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          6.2. NUMBER. The number of shares of Common Stock subject to the
     option shall be determined by the Committee, subject to Section 5.1 and
     subject to adjustment as provided in Section 9.5.

          6.3. DURATION AND TIME FOR EXERCISE. The term of each stock option
     shall be determined by the Committee. Each stock option shall become
     exercisable at such time or times during its term as shall be determined by
     the Committee. Notwithstanding the foregoing, the Committee may accelerate
     the exercisability of any stock option at any time, in addition to the
     automatic acceleration of stock options under Section 9.11.

          6.4. MANNER OF EXERCISE. A stock option may be exercised, in whole or
     in part, by giving written notice to the Company, specifying the number of
     shares of Common Stock to be purchased. The exercise notice shall be
     accompanied by the full purchase price for such shares. The option price
     shall be payable in United States dollars and may be paid by (a) cash; (b)
     uncertified or certified check; (c) unless otherwise determined by the
     Committee, by delivery of shares of Common Stock held by the optionee for
     at least six months, which shares shall be valued for this purpose at the
     Fair Market Value on the business day immediately preceding the date such
     option is exercised; (d) through arrangements with a brokerage firm
     approved by the Company under which such firm, on behalf of the optionee,
     will pay the exercise price to the Company and the Company will promptly
     deliver to such firm the number of shares of Common Stock subject to the
     option so that the firm may sell such shares, or a portion thereof, for the
     account of the optionee, or (e) in such other manner as may be authorized
     from time to time by the Committee.

          6.5. INCENTIVE STOCK OPTIONS. Notwithstanding anything in the Plan to
     the contrary, the following additional provisions shall apply to the grant
     of stock options that are intended to qualify as Incentive Stock Options
     (as such term is defined in Section 422 of the Code):

               A. Any Incentive Stock Option agreement authorized under the Plan
          shall contain such other provisions as the Committee shall deem
          advisable, but shall in all events be consistent with and contain or
          be deemed to contain all provisions required in order to qualify the
          options as Incentive Stock Options.

               B. All Incentive Stock Options must be granted within ten years
          from the date on which this Plan is adopted by the Board of Directors.

               C. Unless sooner exercised, all Incentive Stock Options shall
          expire no later than ten years after the date of grant.

               D. No Incentive Stock Options shall be granted to any participant
          who, at the time such option is granted, would own (within the meaning
          of Section 422 of the Code) stock possessing more than 10% of the
          total combined voting power of all classes of stock of the employer
          corporation or of its parent or subsidiary corporation.


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               E. The aggregate Fair Market Value (determined with respect to
          each Incentive Stock Option as of the time such Incentive Stock Option
          is granted) of the Common Stock with respect to which Incentive Stock
          Options are exercisable for the first time by a participant during any
          calendar year (under the Plan or any other plan of ISC or any of its
          subsidiaries) shall not exceed $100,000. To the extent that such
          limitation is exceeded, such options shall not be treated, for federal
          income tax purposes, as Incentive Stock Options.

     7.   RESTRICTED STOCK.

          7.1. GRANT OF RESTRICTED STOCK. The Committee may award shares of
     restricted stock to such officers and key employees as the Committee
     determines pursuant to the terms of Section 3. An award of restricted stock
     shall be subject to such restrictions on transfer and forfeitability
     provisions and such other terms and conditions as the Committee may
     determine, subject to the provisions of the Plan. An award of restricted
     stock may also be subject to the attainment of specified performance goals
     or targets. To the extent restricted stock is intended to qualify as
     performance-based compensation under Section 162(m) of the Code, it must be
     granted subject to the attainment of performance goals as described in
     Section 7.2 below and meet the additional requirements imposed by Section
     162(m).

          7.2 PERFORMANCE-BASED RESTRICTED STOCK. To the extent that restricted
     stock granted under the Plan is intended to vest based upon the achievement
     of pre-established performance goals rather than solely upon continued
     employment over a period of time, the performance goals pursuant to which
     the restricted stock shall vest shall be any or a combination of the
     following performance measures: earnings per share, return on assets, an
     economic value added measure, shareholder return, earnings, stock price,
     return on equity, return on total capital, reduction of expenses or
     increase in cash flow of ISC, a division of ISC or a subsidiary. For any
     performance period, such performance objectives may be measured on an
     absolute basis or relative to a group of peer companies selected by the
     Committee, relative to internal goals or relative to levels attained in
     prior years. The Committee may not waive any of the pre-established
     performance goal objectives, except that such objectives shall be waived as
     provided in Section 9.11 hereof, or as may be provided by the Committee in
     the event of death, disability or retirement.

          7.3. THE RESTRICTED PERIOD. At the time an award of restricted stock
     is made, the Committee shall establish a period of time during which the
     transfer of the shares of restricted stock shall be restricted (the
     "Restricted Period"). The Restricted Period shall be a minimum of three
     years, except that if the vesting of the shares of restricted stock is
     based upon the attainment of performance goals, a minimum Restricted Period
     of one year is permitted. Each award of restricted stock may have a
     different Restricted Period. The expiration of the Restricted Period shall
     also occur as provided under Section 9.3 and under the conditions described
     in Section 9.11 hereof.


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          7.4. ESCROW. The participant receiving restricted stock shall enter
     into an Incentive Agreement with the Company setting forth the conditions
     of the grant. Certificates representing shares of restricted stock shall be
     registered in the name of the participant and deposited with the Company,
     together with a stock power endorsed in blank by the participant. Each such
     certificate shall bear a legend in substantially the following form:

          The transferability of this certificate and the shares of Common Stock
          represented by it are subject to the terms and conditions (including
          conditions of forfeiture) contained in the International Shipholding
          Corporation Stock Incentive Plan (the "Plan"), and an agreement
          entered into between the registered owner and International
          Shipholding Corporation thereunder. Copies of the Plan and the
          agreement are on file at the principal office of the Company.

          7.5. DIVIDENDS ON RESTRICTED STOCK. Any and all cash and stock
     dividends paid with respect to the shares of restricted stock shall be
     subject to any restrictions on transfer, forfeitability provisions or
     reinvestment requirements as the Committee may, in its discretion,
     prescribe in the Incentive Agreement.

          7.6. FORFEITURE. In the event of the forfeiture of any shares of
     restricted stock under the terms provided in the Incentive Agreement
     (including any additional shares of restricted stock that may result from
     the reinvestment of cash and stock dividends, if so provided in the
     Incentive Agreement), such forfeited shares shall be surrendered and the
     certificates cancelled. The participants shall have the same rights and
     privileges, and be subject to the same forfeiture provisions, with respect
     to any additional shares received pursuant to Section 9.5 due to a
     recapitalization, merger or other change in capitalization.

          7.7. EXPIRATION OF RESTRICTED PERIOD. Upon the expiration or
     termination of the Restricted Period and the satisfaction of any other
     conditions prescribed by the Committee, the restrictions applicable to the
     restricted stock shall lapse and a stock certificate for the number of
     shares of restricted stock with respect to which the restrictions have
     lapsed shall be delivered, free of all such restrictions and legends,
     except any that may be imposed by law, to the participant or the
     participant's estate, as the case may be.

          7.8. RIGHTS AS A SHAREHOLDER. Subject to the terms and conditions of
     the Plan and subject to any restrictions on the receipt of dividends that
     may be imposed in the Incentive Agreement, each participant receiving
     restricted stock shall have all the rights of a shareholder with respect to
     shares of stock during the Restricted Period, including without limitation,
     the right to vote any shares of Common Stock.

     8.   OTHER STOCK-BASED AWARDS.

          8.1 TERMS OF OTHER STOCK-BASED AWARDS. The Committee is hereby
     authorized to grant to eligible employees in lieu of a portion of salary or
     bonus an "Other


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     Stock-Based Award", which shall consist of an award, other than an award
     described in Section 6 or 7 hereof, the value of which is based in whole or
     in part on the value of shares of Common Stock. Other Stock-Based Awards
     may be awards of shares of Common Stock or may be denominated or payable
     in, valued in whole or in part by reference to, or otherwise based on or
     related to, shares of Common Stock (including, without limitation,
     securities convertible or exchangeable into or exercisable for shares of
     Common Stock), as deemed by the Committee consistent with the purposes of
     the Plan. The Committee shall determine the terms and conditions of any
     such Other Stock-Based Award and may provide that such awards would be
     payable in whole or in part in cash. Except in the case of an Other
     Stock-Based Award granted in assumption of or in substitution for an
     outstanding award of a company acquired by the Company or with which the
     Company combines, the price at which securities may be purchased pursuant
     to any Other Stock-Based Award granted under this Plan, or the provision,
     if any, of any such award that is analogous to the purchase or exercise
     price, shall not be less than 100% of the Fair Market Value of the
     securities to which such award relates on the date of grant.

          8.2 DIVIDEND EQUIVALENTS. In the sole and complete discretion of the
     Committee, an Other Stock-Based Award under this Section 8 may provide the
     holder thereof with dividends or dividend equivalents, payable in cash or
     shares of Common Stock on a current or deferred basis.

          8.3 PERFORMANCE GOALS. Other Stock-Based Awards intended to qualify as
     "performance-based compensation" under Section 162(m) of the Code shall be
     paid based upon the achievement of pre-established performance goals. The
     performance goals pursuant to which Other Stock-Based Awards granted under
     the Plan shall be earned shall be any or a combination of the following
     performance measures: earnings per share, return on assets, an economic
     value added measure, shareholder return, earnings, stock price, return on
     equity, return on total capital, reduction of expenses or increase in cash
     flow of the Company, a division of the Company or a subsidiary. For any
     performance period, such performance goals may be measured on an absolute
     basis or relative to a group of peer companies selected by the Committee,
     relative to internal goals or relative to levels attained in prior years.
     The Committee may not waive any of the pre-established performance goal
     objectives if such Other Stock-Based Award is intended to constitute
     "performance-based compensation" under Section 162(m), except that such
     objectives shall be waived as provided in Section 9.11 hereof, or as may be
     provided by the Committee in the event of death, disability or retirement.

          8.4. NOT A SHAREHOLDER. The grant of an Other Stock-Based Award to a
     participant shall not create any rights in such participant as a
     shareholder of the Company, until the issuance of shares of Common Stock
     with respect to an award, at which time such stock shall be considered
     issued and outstanding.


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     9.   GENERAL.

          9.1. DURATION. Subject to Section 9.10, the Plan shall remain in
     effect until all Incentives granted under the Plan have either been
     satisfied by the issuance of shares of Common Stock or the payment of cash
     or been terminated under the terms of the Plan and all restrictions imposed
     on shares of Common Stock in connection with their issuance under the Plan
     have lapsed.

          9.2. TRANSFERABILITY. No Incentives granted hereunder may be
     transferred, pledged, assigned or otherwise encumbered by a participant
     except: (a) by will; (b) by the laws of descent and distribution; (c)
     pursuant to a domestic relations order, as defined in the Code, if
     permitted by the Committee and so provided in the Incentive Agreement or an
     amendment thereto; or (d) as to options only, if permitted by the Committee
     and so provided in the Incentive Agreement or an amendment thereto, (i) to
     Immediate Family Members, (ii) to a partnership in which Immediate Family
     Members, or entities in which Immediate Family Members are the sole owners,
     members or beneficiaries, as appropriate, are the sole partners, (iii) to a
     limited liability company in which Immediate Family Members, or entities in
     which Immediate Family Members are the sole owners, members or
     beneficiaries, as appropriate, are the sole members, or (iv) to a trust for
     the sole benefit of Immediate Family Members. "Immediate Family Members"
     shall be defined as the spouse and natural or adopted children or
     grandchildren of the participant and their spouses. To the extent that an
     Incentive Stock Option is permitted to be transferred during the lifetime
     of the participant, it shall be treated thereafter as a nonqualified stock
     option. Any attempted assignment, transfer, pledge, hypothecation or other
     disposition of Incentives, or levy of attachment or similar process upon
     Incentives not specifically permitted herein, shall be null and void and
     without effect.

          9.3. EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH. In the event that a
     participant ceases to be an employee of the Company for any reason,
     including death, disability, early retirement or normal retirement, any
     Incentives may be exercised, shall vest or shall expire at such times as
     may be determined by the Committee in the Incentive Agreement. The
     Committee has complete authority to modify the treatment of an Incentive in
     the event of termination of employment of a participant by means of an
     amendment to the Incentive Agreement. Consent of the participant to the
     modification is required only if the modification materially impairs the
     rights previously provided to the participant in the Incentive Agreement.

          9.4. ADDITIONAL CONDITION. Anything in this Plan to the contrary
     notwithstanding: (a) the Company may, if it shall determine it necessary or
     desirable for any reason, at the time of award of any Incentive or the
     issuance of any shares of Common Stock pursuant to any Incentive, require
     the recipient of the Incentive, as a condition to the receipt thereof or to
     the receipt of shares of Common Stock issued pursuant thereto, to deliver
     to the Company a written representation of present intention to acquire the
     Incentive or the shares of Common Stock issued pursuant thereto for his own
     account for investment and not for distribution; and (b) if at any time the
     Company further determines, in its sole discretion, that the listing,
     registration or qualification (or


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     any updating of any such document) of any Incentive or the shares of Common
     Stock issuable pursuant thereto is necessary on any securities exchange or
     under any federal or state securities or blue sky law, or that the consent
     or approval of any governmental regulatory body is necessary or desirable
     as a condition of, or in connection with the award of any Incentive, the
     issuance of shares of Common Stock pursuant thereto, or the removal of any
     restrictions imposed on such shares, such Incentive shall not be awarded or
     such shares of Common Stock shall not be issued or such restrictions shall
     not be removed, as the case may be, in whole or in part, unless such
     listing, registration, qualification, consent or approval shall have been
     effected or obtained free of any conditions not acceptable to the Company.

          9.5. ADJUSTMENT. In the event of any merger, consolidation or
     reorganization of the Company with any other corporation or corporations,
     there shall be substituted for each of the shares of Common Stock then
     subject to the Plan, including shares subject to restrictions, options or
     achievement of performance objectives, the number and kind of shares of
     stock or other securities to which the holders of the shares of Common
     Stock will be entitled pursuant to the transaction. In the event of any
     recapitalization, stock dividend, stock split, combination of shares or
     other change in the Common Stock, the number of shares of Common Stock then
     subject to the Plan, including shares subject to outstanding Incentives,
     shall be adjusted in proportion to the change in outstanding shares of
     Common Stock. In the event of any such adjustments, the purchase price of
     any option, the performance objectives of any Incentive, and the shares of
     Common Stock issuable pursuant to any Incentive shall be adjusted as and to
     the extent appropriate, in the reasonable discretion of the Committee, to
     provide participants with the same relative rights before and after such
     adjustment. No substitution or adjustment shall require the Company to
     issue a fractional share under this Plan and the substitution or adjustment
     shall be limited by deleting any fractional share.

          9.6. INCENTIVE AGREEMENTS. The terms of each Incentive shall be stated
     in an agreement approved by the Committee.

          9.7. WITHHOLDING.

               A. The Company shall have the right to withhold from any payments
          made under the Plan or to collect as a condition of payment, any taxes
          required by law to be withheld. At any time that a participant is
          required to pay to the Company an amount required to be withheld under
          applicable income tax laws in connection with the issuance of Common
          Stock, the lapse of restrictions on Common Stock or the exercise of an
          option, the participant may, subject to disapproval by the Committee,
          satisfy this obligation in whole or in part by electing (the
          "Election") to have the Company withhold shares of Common Stock having
          a value equal to the amount required to be withheld. The value of the
          shares to be withheld shall be based on the Fair Market Value of the
          Common Stock on the date that the amount of tax to be withheld shall
          be determined ("Tax Date").


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               B. Each Election must be made prior to the Tax Date. The
          Committee may disapprove of any Election, may suspend or terminate the
          right to make Elections, or may provide with respect to any Incentive
          that the right to make Elections shall not apply to such Incentive. If
          a participant makes an election under Section 83(b) of the Internal
          Revenue Code with respect to shares of restricted stock, an Election
          is not permitted to be made.

          9.8. NO CONTINUED EMPLOYMENT. No participant under the Plan shall have
     any right, because of his or her participation, to continue in the employ
     of the Company for any period of time or to any right to continue his or
     her present or any other rate of compensation.

          9.9. DEFERRAL PERMITTED. Payment of cash or distribution of any shares
     of Common Stock to which a participant is entitled under any Incentive
     shall be made as provided in the Incentive Agreement. Payment may be
     deferred at the option of the participant if provided in the Incentive
     Agreement.

          9.10. AMENDMENTS TO OR TERMINATION OF THE PLAN.

               A. The Board may amend, suspend or terminate the Plan or any
          portion thereof at any time, provided that no amendment shall be made
          without stockholder approval if such approval is necessary to comply
          with any tax or regulatory requirement, including any approval
          necessary to qualify Incentives as "performance- based" compensation
          under Section 162(m) or any successor provision, if such qualification
          is deemed necessary or advisable by the Committee.

               B. Any provision of this Plan or any Incentive Agreement to the
          contrary notwithstanding, the Committee may cause any Incentive
          granted hereunder to be cancelled in consideration of a cash payment
          or alternative Incentive made to the holder of such cancelled
          Incentive equal in value to such cancelled Incentive. The
          determinations of value under this subparagraph shall be made by the
          Committee in its sole discretion.

          9.11. CHANGE OF CONTROL; TENDER OFFER OR EXCHANGE OFFER.

               A. "Change of Control" shall mean:

                    1. the acquisition by any individual, entity or group
               (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934
               Act of beneficial ownership (within the meaning of Rule 13d-3
               promulgated under the 1934 Act) of more than 30% of the
               outstanding shares of the Common Stock; provided, however, that
               for purposes of this subsection 1., the following shall not
               constitute a Change of Control:


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                         (a) any acquisition of Common Stock directly from ISC,

                         (b) any acquisition of Common Stock by ISC,

                         (c) any acquisition of Common Stock by any employee
                    benefit plan (or related trust) sponsored or maintained by
                    ISC or any corporation controlled by ISC, or

                         (d) any acquisition of Common Stock by any corporation
                    pursuant to a transaction that complies with clauses (a),
                    (b) and (c) of subsection (A)(3) of this Section 9.11; or

                    2. individuals who, as of the date of adoption of the Plan
               by the Board of Directors of ISC (the "Adoption Date"),
               constitute the Board (the "Incumbent Board") cease for any reason
               to constitute at least a majority of the Board; provided,
               however, that any individual becoming a director subsequent to
               the Adoption Date whose election, or nomination for election by
               the Company's shareholders, was approved by a vote of at least a
               majority of the directors then comprising the Incumbent Board
               shall be considered a member of the Incumbent Board, unless such
               individual's initial assumption of office occurs as a result of
               an actual or threatened election contest with respect to the
               election or removal of directors or other actual or threatened
               solicitation of proxies or consents by or on behalf of a person
               other than the Incumbent Board; or

                    3. approval by the stockholders of ISC of a reorganization,
               merger or consolidation, or sale or other disposition of all of
               substantially all of the assets of the Company (a "Business
               Combination"), in each case, unless, following such Business
               Combination,

                         (a) all or substantially all of the individuals and
                    entities who were the beneficial owners of ISC's outstanding
                    common stock and ISC's voting securities entitled to vote
                    generally in the election of directors immediately prior to
                    such Business Combination have direct or indirect beneficial
                    ownership, respectively, of more than 50% of the then
                    outstanding shares of common stock, and more than 50% of the
                    combined voting power of the then outstanding voting
                    securities entitled to vote generally in the election of
                    directors, of the corporation resulting from such Business
                    Combination (which, for purposes of this paragraph (a) and
                    paragraphs (b) and (c), shall include a corporation which as
                    a result of such transaction controls the Company or all or
                    substantially all of the Company's assets either directly or
                    through one or more subsidiaries), and


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                         (b) except to the extent that such ownership existed
                    prior to the Business Combination, no person (excluding any
                    corporation resulting from such Business Combination or any
                    employee benefit plan or related trust of the Company or
                    such corporation resulting from such Business Combination)
                    beneficially owns, directly or indirectly, 30% or more of
                    the then outstanding shares of common stock of the
                    corporation resulting from such Business Combination or 30%
                    or more of the combined voting power of the then outstanding
                    voting securities of such corporation, and

                         (c) at least a majority of the members of the board of
                    directors of the corporation resulting from such Business
                    Combination were members of the Incumbent Board at the time
                    of the execution of the initial agreement, or of the action
                    of the Board, providing for such Business Combination; or

                    4. approval by the shareholders of the Company of a complete
               liquidation or dissolution of the Company.

               B. Upon a Change of Control, all outstanding options shall
          automatically become fully exercisable, all restrictions or
          limitations on any Incentives shall lapse and all performance criteria
          and other conditions relating to the payment of Incentives shall be
          deemed to be achieved or waived by the Company, without the necessity
          of any action by any person.

          9.12. DEFINITION OF FAIR MARKET VALUE. Whenever "Fair Market Value" of
     Common Stock shall be determined for purposes of this Plan, it shall be the
     closing sale price on the consolidated transaction reporting system for New
     York Stock Exchange issues on the date of reference for a share of the
     Common Stock, or if no sale of the Common Stock shall have been made on
     that day, on the next preceding day on which there was a sale of the Common
     Stock.


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