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                                                                 Exhibit 10.5(a)


THE CHASE MANHATTAN 1994 LONG-TERM INCENTIVE PLAN EFFECTIVE
MAY 1, 1994

1. PURPOSE The purpose of The Chase Manhattan 1994 Long-Term Incentive Plan (the
"Plan") is to advance the interests of The Chase Manhattan Corporation ("CMC")
and its Subsidiaries by providing long-term incentive awards and stock ownership
opportunities to certain key employees (including officers and directors who are
employees) who contribute significantly to the longer term performance of CMC
and its Subsidiaries. In addition, the Plan is intended to enhance the ability
of CMC and its Subsidiaries to attract and retain individuals of superior
managerial ability and to motivate such key employees to exert their best
efforts towards the future progress and profitability of CMC and its
Subsidiaries. For purposes of this Plan, a Subsidiary shall be any corporation
in which CMC has a direct or indirect ownership interest, including any
corporation in which CMC acquires any such interest after the adoption of this
Plan, but only if CMC owns or controls, directly or indirectly, stock possessing
not less than 50 percent of the total combined voting power of all classes of
stock in such corporation.

2. ADMINISTRATION AND INTERPRETATION

a. ADMINISTRATION. The administration and operation of the Plan shall be vested
in the Compensation Committee of the Board of Directors of CMC, or such other
committee of such Board of Directors which shall succeed to the functions and
responsibilities, in whole or in part, of said Compensation Committee (the
"Committee"). The Committee shall consist of not less than three members of the
Board of Directors of CMC (the "Board of Directors") who are not officers or
employees of CMC or any Subsidiary and who are (i) "disinterested" within the
meaning of Rule 16b- 3 as in effect from time to time under the Exchange Act (as
defined in Section 6(e)) ("Rule 16b-3") and (ii) "outside directors" under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") and
the regulations promulgated thereunder as in effect from time to time (the
"Section 162(m) Regulations"). No member of the Committee shall be entitled to
participate in the Plan. The Committee shall have the authority, consistent with
the provisions of the Plan, to determine the provisions of the awards to be
granted under the Plan; to determine the form of any such award; to interpret
the Plan and any award granted under the Plan; to adopt, amend and rescind rules
and regulations for the administration of the Plan and the awards granted under
the Plan; and to make all determinations in connection therewith which may be
necessary or advisable. The day-to-day administration of the Plan shall be
carried out by such officers and employees of The Chase Manhattan Bank (National
Association) as shall be designated from time to time by the Committee.

b. INTERPRETATION. The interpretation and construction by the Committee of any

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provisions of the Plan or of any award granted under the Plan and any
determination by the Committee under any provision of the Plan or any such award
shall be final and conclusive.

c. LIMITATION ON LIABILITY. Neither the Board of Directors nor the Committee,
nor any member of either, shall be liable for any act, omission, interpretation,
construction or determination made by the Committee or any member thereof in
connection with the Plan in good faith, and the members of the Board of
Directors and the members of the Committee shall be entitled to indemnification
and reimbursement by CMC in respect of any claim, loss, damage or expense
(including counsel fees) arising therefrom to the full extent permitted by law
and under any directors and officers liability insurance coverage which may be
in effect from time to time.

d. RESERVED AUTHORITY OF THE BOARD OF DIRECTORS. The determinations by the
Committee as to: (i) the Incentive Stock Options (as defined in Section 4(b)(2))
and/or Non-qualified Stock Options (as defined in Section 4(b)(3)) to be granted
to a senior executive officer of CMC who is a member of the Board of Directors
and the aggregate number of Incentive Stock Options and/or Non-qualified Stock
Options to be granted to all other eligible employees pursuant to Section
4(b)(1); (ii) the Stock Appreciation Rights (as defined in Section 4(c)) to be
granted pursuant to Section 4(c) to any optionee who is a senior executive
officer of CMC and who is a member of the Board of Directors and who has been
granted Options (as defined in Section 4(b)(1)); and/or (iii) the aggregate
number of Restricted Stock Units (as defined in Section 5) which may be granted
to all eligible individuals under the Plan pursuant to Section 5(b); shall be
subject to the review and approval of the members of the Board of Directors who
are both "disinterested" under Rule 16b-3 and "outside directors" under Section
162(m) of the Code and the Section 162(m) Regulations only if such review and
approval (a) shall not cause the administration of the Plan to be other than
"disinterested" under Rule 16b-3 and (b) shall allow CMC to maintain the
deductibility of certain compensation paid pursuant to this Plan under Section
162(m) of the Code and the Section 162(m) Regulations, as determined by counsel
for CMC.

3. SHARES SUBJECT TO AWARDS UNDER THE PLAN

a. LIMITATION ON NUMBER OF SHARES. The shares subject to Options and authorized
for issuance upon the exercise of Stock Appreciation Rights ("Option Shares"),
and the shares subject to awards of Restricted Stock Units, shall be shares of
CMC's authorized but unissued common stock, par value $2.00 per share ("Common
Stock"), and shares, if any, of such Common Stock held as treasury stock by CMC.
The aggregate number of shares of Common Stock that may be made the subject of
awards under the Plan (a) during calendar year 1994 shall not exceed 100,000
shares and (b) during calendar year 1995 shall not exceed one and one-half
percent (1.5%) of the number of shares of Common Stock outstanding on December
31, 1994. The aggregate number of shares of Common Stock that may be made the
subject of awards under the Plan during any calendar year subsequent to calendar
year 1995 shall not exceed the sum of (i) one and one-half percent (1.5%) of the
number of shares of Common Stock outstanding on December 31 of the preceding
calendar year and (ii) the

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number of shares of Common Stock as to which awards could have been made under
the Plan on December 31 of the preceding calendar year but as to which awards
were not made during such year. If any Option awarded under this Plan expires or
terminates unexercised or any award of Restricted Stock Units (or shares of
Restricted Stock into which it may be converted) under this Plan expires or is
terminated for any reason, the shares allocable to the unexercised or terminated
portion of such Option or award may again be made the subject of awards under
the Plan. Such shares shall be included in the amount determined pursuant to
clause (ii) of the immediately preceding paragraph as of the end of the year in
which such termination or expiration occurs.

b. ADJUSTMENTS OF NUMBER OF SHARES. The number of shares that may be made the
subject of awards as provided in Section 3(a) shall be subject to appropriate
adjustment, from time to time, in accordance with the provisions of Sections
4(d)(8) and 4(d)(9). In the event of a change in the Common Stock of CMC which
is limited to a change in the designation thereof to "Capital Stock" or other
similar designation, or to a change in the par value thereof, or from par value
to no par value, without increase or decrease in the number of issued shares,
the shares resulting from any such change shall be deemed to be Common Stock
within the meaning of the Plan.

4. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

a. ELIGIBILITY. The individuals who shall be eligible to receive Options and
Stock Appreciation Rights under the Plan shall be all salaried employees
(including officers and directors who are salaried employees) of CMC or of any
Subsidiary as the Committee from time to time shall determine as provided below.

b. GRANTS OF OPTIONS. (1) In General. Options granted under the Plan may be
either "Incentive Stock Options" or "Non-qualified Stock Options" (collectively
referred to herein as "Options"); provided, however, that no Option Shares under
the Plan shall be subject to more than one Option; and provided, further, that
no Incentive Stock Options may be granted under the Plan after February 15,
2004. Options granted under the Plan shall be of such type and for such number
of Option Shares (subject to the limitation contained in Section 3), as the
Committee shall designate at the time of grant; provided, however, that the
maximum number of shares of Common Stock with respect to which Options or Stock
Appreciation Rights shall be granted in any calendar year to any individual
under this Plan shall not exceed ten percent (10%) of the total number of shares
of Common Stock that may be made the subject of awards during any calendar year
under Section 3 of the Plan as determined on the effective date of the Plan for
calendar year 1994 and for any calendar year thereafter, on the first day of
such calendar year; provided, further, that such maximum number of shares shall
be subject to appropriate adjustment, from time to time, in accordance with the
provisions of Sections 4(d)(8) and 4(d)(9). The Committee, at any time and from
time to time, may authorize the granting of Incentive Stock Options and/or
Non-qualified Stock Options

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to any individual eligible to receive the same. (2) Incentive Stock Options. The
term "Incentive Stock Option" shall mean an Option which is intended to qualify
as an incentive stock option under Section 422 of the Code. Subject to
adjustment as provided in Section 3(b), the aggregate number of shares of Common
Stock as to which Incentive Stock Options may be granted under the Plan shall
not exceed 5,000,000 shares of Common Stock. Such number of shares shall be
subject to appropriate adjustment, from time to time, in accordance with the
provisions of Sections 4(d)(8) and 4(d)(9). (3) Non-qualified Stock Options. The
term "Non-qualified Stock Option" shall mean any Option which is not an
Incentive Stock Option. Except as specifically provided herein, the provisions
of this Plan shall apply in the same manner to Incentive Stock Options and to
Non-qualified Stock Options.

c. GRANTS OF STOCK APPRECIATION RIGHTS. (1) In General. The term "Stock
Appreciation Right" shall mean the right to receive from CMC upon surrender of
an Option or a portion thereof, but without any payment to CMC, an amount equal
to the value (based on Market Value Per Share (as defined in Section 4(d)(4)),
on the exercise date, of the total number of Option Shares for which the Stock
Appreciation Right is exercised, less the option price which the optionee would
have otherwise been required to pay upon purchase of such Option Shares. The
amount payable by CMC upon the exercise of a Stock Appreciation Right may be
paid in cash or in Option Shares or in any combination thereof, as the Committee
in its sole discretion shall determine. No fractional shares shall be issuable
pursuant to any Stock Appreciation Right. The Committee in the same manner as is
provided with respect to Options in Section 4(b) may, from time to time,
authorize the granting of Stock Appreciation Rights to any optionee who has been
granted Options. Each Stock Appreciation Right shall relate only to Option
Shares subject to a specific Option granted under this Plan and may be granted
concurrently with the Option to which it relates or at any time prior to the
exercise, termination or expiration of such Option. However, at no time shall
the total number of Option Shares with respect to which Stock Appreciation
Rights remain outstanding and unexercised exceed the total number of Option
Shares subject to Options then outstanding and unexercised. (2) Limitations on
Stock Appreciation Rights. The Committee may fix, with respect to Stock
Appreciation Rights granted under the Plan, such waiting periods, exercise dates
or other limitations as it shall deem appropriate; provided, however, that no
Stock Appreciation Right shall be exercisable prior to the date when the Option
to which it relates first becomes exercisable or after the expiration of such
related Option. In addition, the Committee may impose at any time after the
grant of any Stock Appreciation Right a total prohibition on the exercise of
such Stock Appreciation Right for such period or periods as it, in its sole
discretion, deems to be in the best interest of CMC.

d. TERMS OF OPTIONS AND STOCK APPRECIATION RIGHTS. Options granted pursuant to
this Plan shall be evidenced by agreements ("Stock Option Agreements"). Stock
Appreciation Rights, if any, shall be evidenced by agreements amending and
forming a part of the Stock Option Agreements to which such Stock Appreciation
Rights relate. Stock Option Agreements, and the Options and Stock

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Appreciation Rights, if any, represented thereby, shall comply with and be
subject to the following terms and conditions and may contain such other
provisions, consistent with the terms of this Plan, as the Committee shall deem
advisable. (1) Medium of Payment. Upon exercise of an Option, the option price
shall be payable to CMC (i) in United States dollars in cash or by check, bank
draft or money order payable to the order of CMC (or such other forms of payment
as the Committee may determine to be acceptable) or (ii) by tendering to CMC
shares of Common Stock owned by the optionee having an aggregate Market Value
Per Share as of the date of exercise which is not greater than the option price
and by paying the remainder of the option price as provided in (i) above.
Payment instruments will be received subject to collection. (2) Number of
Shares. Each Stock Option Agreement shall state the total number of Option
Shares which are subject to the Option and, if applicable, the total number of
Option Shares in respect of which any related Stock Appreciation Right shall be
exercisable. (3) Option Price. The option price for each Option Share shall be
not less than the Market Value Per Share on the date of the granting of the
Option. (4) Market Value Per Share. The Market Value Per Share as of any
particular date shall be the mean between the highest and lowest quoted selling
prices for shares of Common Stock as reported on the composite tape on such date
(or, if such date shall not be a business day, then the next preceding day which
shall be a business day); or, if no sale takes place, then the mean between the
bid and asked prices on such date; and if no bid and asked prices are quoted for
such date, then such value as shall be determined by such method as the
Committee shall deem to reflect fair market value as of such date. (5) Term. The
term of each Option and related Stock Appreciation Right shall be determined by
the Committee at the date of grant; provided, however, that each Option and
related Stock Appreciation Right shall expire not more than ten years from the
date the Option is granted. (6) Date of Exercise. Each Stock Option Agreement
shall state that the Option or Stock Appreciation Right granted therein may not
be exercised in whole or in part for any period or periods of time specified in
such agreement or otherwise as specified by the Committee. Except as may be so
specified, any Option or related Stock Appreciation Right may be exercised in
whole at any time or in part from time to time during its term; provided,
however, that no Option, or portion thereof, or related Stock Appreciation Right
may be exercisable until at least one year after the date of grant of such
Option. (7) Termination of Employment. In the event that an optionee's
employment by CMC or any of its Subsidiaries shall terminate, the optionee's
Options and related Stock Appreciation Rights, if any, shall terminate
immediately, except as hereinafter provided in this subsection. The Committee,
in its sole discretion, may determine that the optionee's Options and/or related
Stock Appreciation Rights, if

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any, to the extent exercisable immediately prior to such termination of
employment, may remain exercisable for a designated period of time not to exceed
90 days after such termination of employment. If any termination of employment
is due to retirement with the consent of CMC, the optionee shall have the right,
subject to the provisions of subsections (5) and (6) above, to exercise each of
his Options and related Stock Appreciation Rights, if any, at any time until the
end of the term of each such Option and related Stock Appreciation Right to the
extent that the optionee was entitled to exercise the same immediately prior to
such retirement. Retirement by an optionee on or after the optionee's normal
retirement date in accordance with the provisions of the retirement plan of CMC
or one of its Subsidiaries under which the optionee is then covered shall be
deemed to be retirement with the consent of CMC. Termination of an optionee's
employment due to disability (as determined by the Committee in its sole
discretion) shall be deemed, solely for purposes of this Section 4(d)(7), to be
a retirement with the consent of CMC; provided that if the optionee thereafter
returns to employment with CMC or any of its Subsidiaries, the optionee's
employment shall be deemed for purposes of this Section 4(d)(7) to have never
been terminated. Whether any other termination of employment is to be considered
a retirement with the consent of CMC and whether an authorized leave of absence
or absence on military or government service or for other reasons shall
constitute a termination of employment for the purposes of the Plan shall be
determined by the Committee. If an optionee shall die (whether in the employment
of CMC or any of its Subsidiaries or following the optionee's retirement with
the consent of CMC) while entitled to exercise an Option and related Stock
Appreciation Right, if any, the optionee's estate, personal representative, or
beneficiary, as the case may be, shall have the right, subject to the provisions
of subsections (5) and (6) above, to exercise the Option and related Stock
Appreciation Right, if any, at any time within thirty-six months after the date
of the optionee's death (but in no event later than the expiration of the term
of each such Option and related Stock Appreciation Right, if any), to the extent
that the optionee was entitled to exercise the same immediately prior to the
optionee's death. (8) Recapitalization. The aggregate number of shares
determined under Section 3 and stated in Section 4(b)(2), the maximum number of
shares that may be made the subject of awards of Options or Stock Appreciation
Rights to any individual in any calendar year, the number of Option Shares to
which each outstanding Option and Stock Appreciation Right relates, and the
option price in respect of each such Option and Stock Appreciation Right, shall
all be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a subdivision or consolidation of
shares or other capital adjustments, or the payment of a stock dividend or other
increase or decrease in such shares, effected without receipt of consideration
by CMC or a Subsidiary; provided, however, that any fractional shares resulting
from any such adjustment shall be eliminated. (9) Certain Mergers or
Consolidations. After a merger of one or more

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corporations into CMC, or after a consolidation of CMC and one or more
corporations (a "Merger Event"), in which CMC shall be the surviving or
resulting corporation, an optionee shall, at the same cost, be entitled upon the
exercise of an Option, to receive (subject to any required action by
stockholders) such securities of the surviving or resulting corporation, as
shall be equivalent, as nearly as practicable, to the nearest whole number and
class of shares of stock or other securities, to the Option Shares which were
then subject to such Option, and such shares of stock or other securities shall,
after such merger or consolidation, be deemed to be Option Shares for all
purposes of the Plan and of the Options and Stock Appreciation Rights granted
under the Plan. (10) Other Transactions. If CMC enters into any agreement with
respect to any transaction which would, if consummated, result in a Merger Event
in which CMC will not be the surviving corporation, the Committee shall, in its
sole discretion, and without liability to any person, determine what actions
shall be taken with respect to outstanding Options and related Stock
Appreciation Rights, if any, including without limitation, the payment of a cash
amount in exchange for the cancellation of the Option and any related Stock
Appreciation Right or requiring the issuance of substitute options, that will
substantially preserve the value, rights and benefits of any affected Options
and/or related Stock Appreciation Rights previously granted hereunder as of the
date of the consummation of the Merger Event. (11) Optionee's Agreement. If, at
the time of the exercise of any Option or Stock Appreciation Right, in the
opinion of counsel for CMC, it is necessary or desirable, in order to comply
with any then applicable laws or regulations relating to the sale of securities,
that the optionee exercising the Option or Stock Appreciation Right shall agree
to hold any Option Shares issued to the optionee for investment and without any
present intention to resell or distribute the same and that the optionee will
dispose of such shares only in compliance with such laws and regulations, the
optionee will, upon the request of CMC, execute and deliver to CMC a further
agreement to such effect.

e. EFFECT OF EXERCISE OF OPTIONS AND STOCK APPRECIATION RIGHTS. The right of an
optionee to exercise an Option shall terminate to the extent that such Option is
exercised and to the extent that the Option Shares subject to such Option are
used to calculate amounts receivable upon the exercise of a related Stock
Appreciation Right. The right of an optionee to exercise a Stock Appreciation
Right shall terminate to the extent that such Stock Appreciation Right is
exercised and, also, to the extent that such optionee exercises the Option to
which such Stock Appreciation Right is related.

f. OPTIONS AND RIGHTS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY OTHER
CORPORATIONS. Options and Stock Appreciation Rights may be granted under the
Plan from time to time in substitution for stock options held by employees of
corporations who become salaried employees of CMC or of any Subsidiary as a
result of a merger or consolidation of the employing corporation with CMC or
such Subsidiary, or the acquisition by CMC or a Subsidiary of the assets of the
employing

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corporation, or the acquisition by CMC or a Subsidiary of stock of the employing
corporation with the result that such employing corporation becomes a
Subsidiary. g. APPLICATION OF FUNDS. The proceeds received by CMC from the sale
of Option Shares pursuant to Options will be used for general corporate
purposes.

5. RESTRICTED STOCK UNITS AND RESTRICTED STOCK

a. ELIGIBILITY. The individuals who shall be eligible to receive an award of
Restricted Stock Units under the Plan shall be all salaried employees (including
officers and directors who are salaried employees) of CMC, or of any Subsidiary,
as the Committee from time to time shall determine.

b. AWARDS OF RESTRICTED STOCK UNITS. The Committee, at any time and from time to
time, may determine (subject to the limitation contained in Section 3): 63 10
(i) those eligible individuals, if any, who shall receive an award of Restricted
Stock Units under the terms of the Plan; (ii) the number of Restricted Stock
Units that shall be awarded to each such individual; (iii) the terms and
conditions which must be satisfied for the restrictions and conditions on each
Restricted Stock Unit to be removed, and the period of time during which such
terms and conditions shall apply, which period shall be not less than three
years from the date of the award, unless the Committee otherwise determines, in
which event such period shall not be less than one year from the date of the
award; and (iv) the time and manner in which all or a portion of each award
shall be paid to such individual in accordance with the provisions of Section
5(e).

c. DESCRIPTION OF RESTRICTED STOCK UNITS. A Restricted Stock Unit awarded to an
employee shall entitle the employee to receive, upon the satisfaction of the
terms and conditions established under Section 5(b), a share of Common Stock.
The holder of a Restricted Stock Unit shall be entitled to receive a cash
payment on each dividend payment date for Common Stock as if such Restricted
Stock Unit were a share of Common Stock. The number of shares of Common Stock
subject to an award of Restricted Stock Units shall be appropriately adjusted,
from time to time, in the manner provided in Sections 4(d)(8) and 4(d)(9) for
any stock dividend, stock split, recapitalization, reorganization, merger,
consolidation, split-up or any similar change affecting the Common Stock. After
the satisfaction of the terms and conditions set by the Committee at the time of
the grant of an award of Restricted Stock Units to an employee, the Secretary of
CMC shall be so advised and a certificate for the appropriate number of shares
of Common Stock shall be delivered to the employee. The remaining Restricted
Stock Units granted under such award, if any, shall either be canceled or, if
appropriate under the terms of the award, shall continue to be subject to the
restrictions, terms and conditions set by the Committee at the time of the grant
of the award. The Committee may from time to time before the satisfaction of the
terms and conditions established under Section 5(b) with respect to an award of
Restricted Stock Units determine to convert all or a portion of such Restricted
Stock Units into an equivalent number of shares of Restricted Stock. 64 11

d. DESCRIPTION OF RESTRICTED STOCK. A share of Restricted Stock issued upon the
conversion of a Restricted Stock Unit is a share of Common Stock which may not
be sold, exchanged, pledged, transferred, assigned, hypothecated or otherwise
encumbered or disposed of until the terms and

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conditions set by the Committee at the time of the award of the Restricted Stock
Unit have been satisfied. A share of Restricted Stock shall be subject to the
same restrictions, terms and conditions as applied to the converted Restricted
Stock Unit. If an employee receives shares of Restricted Stock, the employee
shall be the record owner of such shares and shall have all the rights of a
stockholder with respect to such shares, including the right to vote and the
right to receive dividends or other distributions made or paid with respect to
such shares. Any certificate or certificates representing shares of Restricted
Stock shall bear the following legend: The shares represented by this
certificate have been issued pursuant to the terms of an award under The Chase
Manhattan 1994 Long-Term Incentive Plan and may not be sold, exchanged, pledged,
transferred, assigned, hypothecated or otherwise encumbered or disposed of in
any manner until such time as is set forth in the terms of such award dated .
Any new, additional or different securities that an employee may become entitled
to receive with respect to any shares of Restricted Stock by virtue of a stock
dividend, stock split, recapitalization, reorganization, merger, consolidation,
split-up, or any similar change affecting the Common Stock shall be subject to
the same restrictions, terms and conditions as apply to such shares of
Restricted Stock. In order to enforce the restrictions, terms and conditions
which may be applicable to an employee's shares of Restricted Stock, the
Committee may require the employee, upon the receipt of a certificate or
certificates representing such shares, or at any time thereafter, to deposit
such certificate or certificates together with stock powers and other
instruments of transfer, appropriately endorsed in blank, with CMC or an escrow
agent designated by CMC under an escrow agreement in such form as shall be
determined by the Committee. After the satisfaction of the terms and conditions
set by the Committee at the time of an award of Restricted Stock Units to an
employee which are applicable to shares of Restricted Stock, a new certificate,
without the legend set forth above, for the number of shares which are no longer
subject to such restrictions, terms and conditions shall be delivered to the
employee. The remaining shares of Restricted Stock issued with respect to such
award, if any, shall either be canceled or, if 65 12 appropriate under the terms
of the award applicable to such shares, shall continue to be subject to the
restrictions, terms and conditions set by the Committee at the time of the
award.

e. PAYMENT OF RESTRICTED STOCK UNITS AND RESTRICTED STOCK. (1) In General. The
satisfaction of the terms and conditions set by the Committee at the time of an
award of Restricted Stock Units and the delivery of a certificate, without the
legend set forth above, for the portion of such award which is no longer subject
to such restrictions, terms and conditions is hereinafter referred to as the
"payment" of such portion of the award (or the shares of Restricted Stock into
which it may be converted). Subject to the provisions of this Section 5(e) and
Sections 5(c) and 5(d), each award shall be paid at the time and in the manner
specified by the Committee at the time of the award. (2) Payment in the Event of
Termination of Employment. If the employment with CMC of an employee to whom an
award of Restricted Stock Units has been made is terminated for any reason
(including death, but excluding disability (as determined by the Committee in
its sole discretion), which for purposes of this Section 5(e) shall not be
deemed a termination of employment) before satisfaction of the terms and
conditions for the payment of all or a portion of the award, then only such
portion of the award, if any, shall be paid as shall have been specified by the
Committee at the time of the award and the remaining portion of such award shall
be canceled. If an employee to whom Restricted Stock Units have been awarded
dies after satisfaction of the terms and conditions for the payment of all or a
portion of an award but prior to the actual payment of all or such portion of
the award, such payment shall be made to the employee's beneficiary or
beneficiaries at the time and in the same manner that such payment would have
been made to the employee.

6. CHANGE IN CONTROL PROVISIONS.

a. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS. Notwithstanding any provision in
the Plan or in any Stock Option Agreement to

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the contrary, the following provisions shall apply if there is a Change in
Control, as defined in Section 6(e): (1) Any Option or Stock Appreciation Right,
other than an Incentive Stock Option and related Stock Appreciation Rights,
which is not otherwise exercisable at the date of the Change in Control may be
exercised, subject to the provisions of Sections 4(d)(5) and 4(d)(7), at any
time after the date of the Change in Control. 66 13 (2) If an optionee's
employment is terminated within twenty-four months after a Change in Control,
unless such termination is (i) for Cause (as defined in Section 6(e)), (ii) by
reason of death, Disability (as defined in Section 6(e)), or retirement with the
consent of CMC (as defined in Section 4(d)(7)), or (iii) by the optionee without
Good Reason (as defined in Section 6(e)), the optionee shall have the right,
subject to the provisions of Section 4(d)(5), to exercise his Options and Stock
Appreciation Rights at any time within the twenty-four month period after such
termination of employment. After a Change in Control, any purported termination
of an employee's employment (other than by reason of death) shall be
communicated by a Notice of Termination (as defined in Section 6(e)) from CMC to
the employee or from the employee to CMC, as the case may be.

b. RESTRICTED STOCK UNITS AND RESTRICTED STOCK. Notwithstanding any provision of
the Plan or any terms or conditions relating to any Restricted Stock Units or
shares of Restricted Stock to the contrary, in the event of a Change of Control,
the terms and conditions set by the Committee at the time of an award of
Restricted Stock Units shall be deemed to have been satisfied and, within 15
days after the Change in Control, a certificate for the appropriate number of
shares of Common Stock shall be delivered to the employee to whom such
Restricted Stock Units were awarded. Further, at the time of a Change in Control
the terms and conditions with respect to any shares of Restricted Stock issued
under the Plan shall be deemed to have been satisfied and, within 15 days after
the Change in Control, the holder of such shares shall receive a new certificate
for such shares without the legend set forth in Section 5(d).

c. TERMINATION AS A RESULT OF A POTENTIAL CHANGE IN CONTROL. For purposes of
Section 6(a)(2), an employee's employment shall be deemed to have been
terminated following a Change in Control without Cause or by the employee with
Good Reason, if the employee's employment is terminated prior to a Change in
Control without Cause at the request of a Person (as defined in Section 6(e))
who has entered into an agreement with CMC the consummation of which will
constitute a Change in Control or if the employee terminates his employment with
Good Reason prior to a Change in Control (determined by treating a Potential
Change in Control (as defined in Section 6(e)), as a Change in Control in
applying the definition of Good Reason) if the circumstance or event which
constitutes Good Reason occurs at the request of such Person. Further, for all
purposes of Sections 6(a)(1), 6(b) and 6(d), in determining any such employee's
rights to exercise Options and Stock Appreciation Rights, to receive a
distribution of shares of Common Stock with respect to Restricted Stock Units,
or to have the restrictions on shares of Restricted Stock deemed satisfied, a
Change in Control shall be deemed to have occurred immediately prior to the
employee's termination of employment. 67 14

d. RESTRICTION ON POWER TO AMEND AND TERMINATE. Notwithstanding any provision in
the Plan or in any award granted under the Plan to the contrary, while Section 9
of the Plan reserves to the Committee the right, subject to certain limitations
and restrictions, to from time to time and at any time alter, amend, suspend,
discontinue or terminate the Plan and any awards granted under the Plan, no such
action of the Committee, nor any action by the Board of Directors, shall
adversely affect an employee's rights under any award granted under the Plan
without the written consent of such employee if such action is within
twenty-four months after the month in which a Change in Control occurred or is
within twelve months after a Potential Change in Control.

e. DEFINITIONS. For purposes of this Section 6, the following words and

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phrases shall have the meaning specified: (1) "Beneficial Owner" shall have the
meaning defined in Rule 13d-3 of the Exchange Act. (2) "Cause" shall mean,
unless otherwise defined in an employee's individual severance agreement with
CMC or, with respect to an employee who is a participant in CMC's Special
Severance Plan, in such Special Severance Plan (in which case said definition
shall govern), the termination of an employee's employment, after a Change in
Control, as a result of (i) the willful and continued failure by the employee to
substantially perform the employee's duties, as they may be defined from time to
time, with the employee's employers or abide by the written policies of CMC or
the employee's primary employer (other than any such failure resulting from the
employee's incapacity due to physical or mental illness or any such actual or
anticipated failure after the issuance of a Notice of Termination for Good
Reason by the employee) after a written demand for substantial performance is
delivered to the employee by the Corporate Human Resources Executive of CMC,
which demand specifically identifies the manner in which the Corporate Human
Resources Executive believes that the employee has not substantially performed
the employee's duties or has not abided by such written policies, or (ii) the
willful engaging by the employee in conduct which is demonstrably and materially
injurious to CMC or its Subsidiaries, monetarily or otherwise. For purposes of
the preceding sentence, no act, or failure to act, on a employee's part shall be
deemed "willful" unless done, or omitted to be done, by the employee not in good
faith and without reasonable belief that the employee's act, or failure to act,
was in the best interest of CMC and its Subsidiaries. (3) A "Change in Control"
shall be deemed to have occurred if any one of the following conditions shall
have been satisfied: 68 15 (i) any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of CMC (not including in the securities
beneficially owned by such Person any securities acquired directly from CMC or
its affiliates) representing 25 percent or more of the combined voting power of
CMC's then outstanding securities; or (ii) during any period of twenty-four
consecutive months, individuals who at the beginning of such period constitute
the Board of Directors and any new director (other than a director designated by
a Person who has entered into an agreement with CMC to effect a transaction
described in subsections (i), (iii) or (iv) of this Section) whose election by
the Board of Directors or nomination for election by CMC'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 period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority of the Board of Directors; or (iii) the stockholders of
CMC approve a merger or consolidation of CMC with any other corporation, or a
plan of complete liquidation of CMC, other than (A) a merger, consolidation or
liquidation which would result in the voting securities of CMC outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or being converted into voting securities of the surviving entity),
in combination with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of CMC or a Subsidiary, at least 80
percent of the combined voting power of the voting securities of CMC or such
surviving entity outstanding immediately after such merger, consolidation or
liquidation, or (B) a merger, consolidation or liquidation effected to implement
a recapitalization of CMC (or similar transaction) in which no Person acquires
more than 50 percent of the combined voting power of CMC's then outstanding
securities; or (iv) the stockholders of CMC approve an agreement for the sale or
disposition by CMC (other than to a Subsidiary) of all or substantially all
CMC's assets. Notwithstanding the foregoing, with respect to a particular
employee, a Change in Control shall not include any event, circumstance or
transaction occurring during the twelve- month period following a Potential
Change in Control which results from the action of any entity or group which
includes, is affiliated with or is wholly or partly controlled by one or more
executive officers of CMC in which the employee participates (a "Management
Group"); provided, however, that such action shall not be taken 69 16 into
account for this purpose if it occurs within a twelve-month period following a
Potential Change in Control resulting from the action of any Person which is not
a Management Group. (4) "Date of Termination" shall mean (i) if an employee's
employment is terminated for

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Disability, 30 days after Notice of Termination is given (provided that the
employee shall not have returned to the full-time performance of the employee's
duties during such 30 day period), and (ii) if an employee's employment is
terminated for any other reason, the date specified in the Notice of Termination
(which, in the case of a termination by the employee's employer, shall not be
less than 30 days (except in the case of a termination for Cause) and, in the
case of a termination by the employee, shall not be less than 15 days nor more
than 60 days, respectively, from the date such Notice of Termination is given).
(5) "Disability" shall be deemed to be the reason for the termination of an
employee's employment, if, as a result of the employee's incapacity due to
physical or mental illness, the employee shall have been absent from the
full-time performance of the employee's duties with the employee's employer for
a period of six consecutive months, a Notice of Termination for Disability shall
have been given to the employee, and, within 30 days after such Notice of
Termination is given, the employee shall not have returned to the full-time
performance of the employee's duties. (6) "Exchange Act" shall mean the
Securities Exchange Act of 1934, as amended from time to time. (7) "Good Reason"
for termination by a employee of the employee's employment shall mean, unless
otherwise defined in an employee's individual severance agreement with CMC or,
with respect to an employee who is a participant in CMC's Special Severance
Plan, in such Special Severance Plan (in which case said definition shall
govern), the occurrence (without the employee's express written consent) of any
one of the following acts by the employee's employer, or failure by the
employee's employer to act, unless, in the case of any act or failure to act
described in subsection (i), (iii) or (iv) of this subsection, such act or
failure to act is corrected prior to the Date of Termination specified in the
Notice of Termination given in respect thereof: (i) the assignment to the
employee of any duties materially inconsistent with the nature and status of the
employee's responsibilities immediately prior to a Change in Control, or a
substantial adverse alteration in the nature or status of the employee's
responsibilities from those in effect immediately prior to the Change in
Control; provided, however, that a redesignation of the employee's title or
employer among CMC and its Subsidiaries shall not constitute Good Reason if the
employee's overall duties and status among CMC and its Subsidiaries are not
substantially adversely affected; (ii) a reduction in the employee's annual base
salary as in effect on May 1, 1994 (or the employee's most recent date of hire,
if later), as the same may be increased from time to time, where "annual base
salary" is the employee's regular basic annual compensation prior to any
reduction therein under a salary reduction agreement pursuant to Section 401(k)
or Section 125 of the Code, and, without limitation, shall not include, cost of
living allowances and post allowances for foreign service, fees, retainers,
reimbursements, bonuses, incentive awards, prizes or similar payments; (iii) the
failure by the employee's primary employer to pay to the employee any portion of
the employee's current compensation, or to pay to the employee any portion of an
installment of deferred compensation under any deferred compensation program,
within seven days of the date such compensation is due; or (iv) any purported
termination of the employee's employment which is not effected pursuant to a
Notice of Termination, and for purposes of this Section, no such purported
termination shall be effective. An employee's right to terminate the employee's
employment for Good Reason shall not be effected by the employee's incapacity
due to physical or mental illness. The employee's continued employment shall not
constitute consent to, or a waiver of rights with respect to, any act or failure
to act constituting Good Reason hereunder. (8) "Notice of Termination" shall
mean, unless otherwise defined in an employee's individual severance agreement
with CMC or, with respect to an employee who is a participant in CMC's Special
Severance Plan, in such Special Severance Plan (in which case said definition
shall govern), a written notice which shall indicate the specific termination
provision in this Section 6 relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
employee's employment under the provision so indicated. A Notice of Termination
for Cause is required to include a statement signed by the Corporate Human
Resources Executive of CMC that, in the good

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faith opinion of the Corporate Human Resources Executive, the employee engaged
in conduct set forth in Section 6(e)(2)(i) or 6(e)(2)(ii) (the definition of
Cause), and specifying the particulars thereof in detail. (9) "Person" shall
have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and
used in Sections 13(d) and 14(d) thereof; provided, however, a Person shall not
include (i) CMC or any Subsidiary, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of CMC or a Subsidiary, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
stockholders of CMC in substantially the same proportions as their ownership of
stock of CMC. (10) "Potential Change in Control" shall be deemed to have
occurred if any one of the following conditions shall have been satisfied: (i)
CMC enters into an agreement, the consummation of which would result in the
occurrence of a Change in Control; (ii) CMC or any Person publicly announces an
intention to take or to consider taking actions which, if consummated, would
constitute a Change in Control; (iii) any Person who is or becomes the
Beneficial Owner, directly or indirectly, of securities of CMC representing 15
percent or more of the combined voting power of CMC's then outstanding
securities, increases such Person's beneficial ownership of such securities by 5
percentage points or more over the percentage so owned by such Person on July
18, 1990; or (iv) the Board of Directors adopts a resolution to the effect that,
for purposes of the Plan, a Potential Change in Control has occurred.

7. WITHHOLDING FOR TAXES Any cash payment under the Plan shall be reduced by any
amounts required to be withheld or paid with respect thereto under all present
or future federal, state and local tax and other laws and regulations which may
be in effect as of the date of each such payment. Any distribution of shares of
Common Stock under the Plan shall not be made until appropriate arrangements
have been made for the payment of any amounts which may be required to be
withheld or paid with respect thereto, including, but not limited to,
withholding the distribution of a portion of the shares of Common Stock
otherwise issuable or the tendering of such shares back to CMC (under such rules
and conditions as may be established by the Committee) in order to satisfy all
or a portion of the required withholdings or payments.

8. DESIGNATION OF BENEFICIARY Each employee to whom an award or awards of
Restricted Stock Units has been made under this Plan may designate a beneficiary
or beneficiaries (which beneficiary may be an entity other than a natural
person) to receive any payment which under the terms of such award or awards may
become payable on or after the employee's death. At any time, and from time to
time, any such designation may be changed or canceled by the employee without
the consent of any such beneficiary. Any such designation, change or
cancellation must be on a form provided for that purpose by the Committee and
shall not be effective until received by the Committee. If no beneficiary has
been named by a deceased employee, or the designated beneficiaries have
predeceased the employee, the beneficiary shall be the employee's estate. If an
employee designates more than one beneficiary, any payments under this Plan to
such beneficiaries shall be made in equal shares unless the employee has
designated otherwise, in which case the payments shall be made in the

                                    page 13

<PAGE>

shares designated by the employee.

9. AMENDMENT AND TERMINATION The Committee may from time to time and at any time
alter, amend, suspend, discontinue or terminate this Plan and any awards granted
hereunder; provided, however, that no such action of the Committee may, without
the approval of the shareholders of CMC, alter the provisions of the Plan so as
to (i) increase the maximum number of shares of Common Stock which may be made
the subject of awards in any calendar year (except as provided in Section 3(b))
or increase the maximum number of shares of Common Stock as to which awards of
Options and Stock Appreciation Rights may be made to any awardee in any calendar
year (except as provided in Section 4(b)(1)); (ii) change the class of employees
eligible to receive awards under the Plan; (iii) extend beyond ten years the
maximum term of Incentive Stock Options or related Stock Appreciation Rights
granted under the Plan or increase the aggregate number of shares of Common
Stock as to which Incentive Stock Options may be granted under the Plan (except
as provided in Section 4(b)(2)); (iv) permit the option price of any Option
Share to be less the Market Value Per Share on the date of the granting of the
Option; (v) withdraw the administration of the Plan from the Committee; or (vi)
permit any member of the Committee to be eligible to receive an award pursuant
to the terms of the Plan. No alteration, amendment, suspension, discontinuance
or termination of any individual award (as opposed to any such action with
respect to this Plan) shall, however, materially adversely affect the rights of
any awardee without the written consent of the awardee. Notwithstanding the
proviso to the first sentence of this Section 9 or the provisions of the second
sentence of this Section 9, the Committee may alter, 73 20 amend, suspend,
discontinue or terminate this Plan and any awards granted hereunder without the
approval of the shareholders of CMC or any awardee under the Plan if necessary
in order to enable the Plan or any award hereunder, or any other plan of CMC or
any Subsidiary intended to be so qualified or any award thereunder, to qualify
for (x) the exemption provided by Rule 16b-3, (y) the benefits provided under
Section 422 of the Code, or (z) the exclusion for qualified performance-based
compensation under Section 162(m) of the Code and the Section 162(m)
Regulations.

10. PREEMPTION BY APPLICABLE LAWS AND REGULATIONS Anything in the Plan or any
Stock Option Agreement or other agreement entered into pursuant to the Plan to
the contrary notwithstanding, if, at any time specified herein or therein for
the making of any determination, the issue or other distribution of shares of
Common Stock, or the payment of consideration to an employee as a result of the
exercise of any Stock Appreciation Right, as the

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<PAGE>

case may be, any law, regulation or requirement of any governmental authority
having jurisdiction in the premises shall require either CMC or the employee (or
the employee's beneficiary thereof), as the case may be, to take any action in
connection with any such determination, the shares then to be issued or
distributed, or such payment, the issue or distribution of such shares or the
making of such determination or payment, as the case may be, shall be deferred
until such action shall have been taken.

11. MISCELLANEOUS

a. NO EMPLOYMENT CONTRACT. Nothing contained in the Plan or any Stock Option
Agreement or other agreement shall be construed as conferring upon an employee
the right to continue in the employ of CMC or any Subsidiary.

b. EMPLOYMENT WITH SUBSIDIARIES. Employment by CMC for the purposes of this Plan
shall be deemed to include employment by, and to continue during any period in
which an employee is in the employment of, any Subsidiary.

c. NO RIGHTS AS A STOCKHOLDER. An employee shall have no rights as a stockholder
with respect to Option Shares covered by the employee's Options or Stock
Appreciation Rights until the date of the issuance of such shares to the
employee and only after such shares are fully paid. No adjustment will be made
for dividends or other distributions or rights for which the record date is
prior to the date of such issuance. An employee shall have no rights as a
stockholder with respect to any award of Restricted Stock Units under the Plan.

d. NO RIGHT TO CORPORATE ASSETS. Nothing contained in the Plan shall be
construed as giving an employee, the employee's beneficiaries or any other
person any equity or interest of any kind in any assets of CMC or a Subsidiary
or creating a trust of any kind or a fiduciary relationship of any kind between
CMC or a Subsidiary and any such person.

e. NO RESTRICTION ON CORPORATE ACTION. Nothing contained in the Plan shall be
construed to prevent CMC or any Subsidiary from taking any corporate action
which is deemed by CMC or such Subsidiary to be appropriate or in its best
interest, whether or not such action would have an adverse effect on the Plan or
any award made under the Plan. No employee, beneficiary or other person shall
have any claim against CMC or any Subsidiary as a result of any such action.

f. NON-ASSIGNABILITY. Neither an employee nor an employee's beneficiary shall
have the power or right to sell, exchange, pledge, transfer, assign, hypothecate
or otherwise encumber or dispose of such employee's or beneficiary's interest in
the Plan or in any award received under the Plan, other than by will or the laws
of descent and distribution; nor shall such interest be subject to seizure for
the payment of an employee's or beneficiary's debts, judgments, alimony, or
separate maintenance or be transferable by operation of law in the event of an
employee's or beneficiary's bankruptcy or insolvency. Any Option or Stock
Appreciation Right granted under the

                                    page 15

<PAGE>

Plan shall be exercisable during an awardee's lifetime only by such awardee or
his or her guardian or legal representative. CMC's or a Subsidiary's obligations
under the Plan are not assignable or transferable except to a corporation which
acquires all or substantially all of the assets of CMC or such Subsidiary or to
any corporation into which CMC or such Subsidiary may be merged or consolidated.

g. OTHER BENEFIT PLANS. No awards or payments under the Plan shall be taken into
account in determining any benefits under any retirement, profit-sharing or
other plan maintained by CMC or a Subsidiary.

h. GOVERNING LAW; CONSTRUCTION. All rights and obligations under the Plan shall
be governed by, and the Plan shall be construed in accordance with, the laws of
the State of New York. Titles and headings to Sections herein are for purposes
of reference only, and shall in no way limit, define or otherwise affect the
meaning or interpretation of any provisions of the Plan.

i. EFFECTIVE DATE. The Plan shall be effective May 1, 1994, subject to the
approval of the Plan by the stockholders of CMC in accordance with Rule 16b-3
and Sections 162(m) and 422 of the Code.

                                    page 16