AMERICAN EXPRESS SENIOR EXECUTIVE SEVERANCE PLAN

                            EFFECTIVE JANUARY 1, 1994

                                    Generally

                  (As amended and restated through May 1, 2000)


<PAGE>



                AMERICAN EXPRESS SENIOR EXECUTIVE SEVERANCE PLAN
                ------------------------------------------------

                                TABLE OF CONTENTS
                                -----------------

         Articles                                                      Page
         --------                                                      ----

Introduction                                                            1
ONE               Definitions                                           2
TWO               Participation                                         9
THREE             Amount of Benefits                                   11
FOUR              Method of Payment                                    18
FIVE              Administration of the Plan                           19
SIX               Adopting Companies and Plan Mergers                  21
SEVEN             Amendment and Termination                            21
EIGHT             Financial Provisions                                 22
NINE              Liability and Indemnification                        22
TEN               Miscellaneous                                        25



<PAGE>


                AMERICAN EXPRESS SENIOR EXECUTIVE SEVERANCE PLAN

                                  INTRODUCTION
                                  ------------

The Board of Directors of American Express Company established the American
Express Senior Executive Severance Plan (hereinafter referred to as the "Plan")
effective as of January l, l994, to provide for severance benefits for certain
eligible executive officers of American Express Company and its participating
subsidiaries whose employment is terminated under certain conditions. Severance
benefits under the Plan are to be provided to such eligible executives in
exchange for a signed agreement that includes a release of all claims.







                                       1
<PAGE>


                                   ARTICLE ONE

                                   DEFINITIONS

1.1    "Administration Committee" means the Committee established and appointed
       by the Board of Directors or by a committee of the Board of Directors.

1.2    "Affiliated Company" means any corporation which is a member of a
       controlled group of corporations (determined in accordance with Section
       4l4(b) of the Code) of which the Company is a member and any other trade
       or business (whether or not incorporated) which is controlled by, or
       under common control (determined in accordance with Section 4l4(c) of the
       Code) with the Company, but which has not been admitted to participation
       in the Plan.

1.3    "Base Salary" means the regular basic cash remuneration before deductions
       for taxes and other items withheld, payable to an Employee for services
       rendered to an Employing Company, but not including pay for bonuses,
       incentive compensation, special pay, awards or commissions.

1.4    "Board of Directors" means the board of directors of the Company.

1.5    "Bonus" means annual incentive compensation paid to an Employee over and
       above Base Salary earned and paid in cash or otherwise under any
       executive bonus or sales incentive plan or program of an Employing
       Company.


                                       2
<PAGE>

1.6    "Change in Control" means the happening of any of the following:

       (a) Any individual, entity or group (a "Person") (within the meaning of
       Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
       amended (the "Exchange Act") becomes the beneficial owner (within the
       meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more
       of either (i) the then outstanding common shares of the Company (the
       "Outstanding Company Common Shares") or (ii) the combined voting power of
       the then outstanding voting securities of the Company entitled to vote
       generally in the election of directors (the "Outstanding Company Voting
       Securities"); provided, however, that such beneficial ownership shall not
       constitute a Change in Control if it occurs as a result of any of the
       following acquisitions of securities: (i) any acquisition directly from
       the Company, (ii) any acquisition by the Company or any corporation,
       partnership, trust or other entity controlled by the Company (a
       "Subsidiary"), (iii) any acquisition by any employee benefit plan (or
       related trust) sponsored or maintained by the Company or any Subsidiary
       or (iv) any acquisition by any corporation pursuant to a reorganization,
       merger or consolidation, if, following such reorganization, merger or
       consolidation, the conditions described in clauses (i), (ii) and (iii) of
       subsection (c) of this "Change in Control" Section are satisfied.
       Notwithstanding the foregoing, a Change in Control shall not be deemed to
       occur solely because any Person (the "Subject Person") became the
       beneficial owner of 25% or more of the Outstanding Company Common Shares
       or Outstanding Company Voting Securities as a result of the acquisition
       of Outstanding Company Common Shares or Outstanding Company Voting
       Securities by the Company which, by reducing the number of Outstanding
       Company Common Shares or Outstanding Company Voting Securities, increases
       the proportional number of shares beneficially owned by the Subject
       Person; provided, that if a Change in Control would be deemed to have
       occurred (but for the operation of this sentence) as a result of the
       acquisition of Outstanding Company Common Shares or Outstanding Company
       Voting Securities by the Company, and after such share acquisition by the
       Company, the Subject Person becomes the beneficial owner of any
       additional Outstanding Company Common Shares or Outstanding Company
       Voting Securities which increases the percentage of the Outstanding
       Company Common Shares or Outstanding Company Voting Securities
       beneficially owned by the Subject Person, then a Change in Control shall
       then be deemed to have occurred; or


                                        3
<PAGE>

       (b) individuals who, as of the date hereof, 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 date hereof 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 as though such individual were a member of the Incumbent
       Board, but excluding, for this purpose, any such individual whose initial
       assumption of office occurs as a result of either an actual or threatened
       election contest or other actual or threatened solicitation of proxies or
       consents by or on behalf of a Person other than the Board, including by
       reason of agreement intended to avoid or settle any such actual or
       threatened contest or solicitation; or

       (c) The consummation of a reorganization, merger or consolidation, in
       each case, unless, following such reorganization, merger or
       consolidation, (i) more than 50% of, respectively, the then outstanding
       shares of common stock of the corporation resulting from such
       reorganization, merger or consolidation (or any parent thereof) and the
       combined voting power of the then outstanding voting securities of such
       corporation entitled to vote generally in the election of directors is
       then beneficially owned, directly or indirectly, by all or substantially
       all of the individuals and entities who were the beneficial owners,
       respectively, of the Outstanding Company Common Shares and Outstanding
       Company Voting Securities immediately prior to such reorganization,
       merger or consolidation, in substantially the same proportions as their
       ownership immediately prior to such reorganization, merger or
       consolidation of such Outstanding Company Common Shares and Outstanding
       Company Voting Shares, as the case may be, (ii) no Person (excluding the
       Company, any employee benefit plan (or related trust) of the Company, a
       Subsidiary or such corporation resulting from such reorganization, merger
       or consolidation or any parent or a subsidiary thereof, and any Person
       beneficially owning, immediately prior to such reorganization, merger or
       consolidation, directly or indirectly, 25% or more of the Outstanding
       Company Common Shares or Outstanding Company Voting Securities, as the
       case may be) beneficially owns, directly or indirectly, 25% or more of,
       respectively, the then outstanding shares of common stock of the
       corporation resulting from such reorganization, merger or consolidation
       (or any parent thereof) or the combined voting power of the then
       outstanding voting securities of such corporation entitled to vote
       generally in the election of directors and (iii) at least a majority of
       the members of the board of directors of the corporation resulting from
       such reorganization, merger or consolidation (or any parent thereof) were
       members of the Incumbent Board at the time of the execution of the
       initial agreement or action of the Board providing for such
       reorganization, merger or consolidation; or


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<PAGE>

       (d) The consummation of the sale, lease, exchange or other disposition of
       all or substantially all of the assets of the Company, unless such assets
       have been sold, leased, exchanged or disposed of to a corporation with
       respect to which following such sale, lease, exchange or other
       disposition (A) more than 50% of, respectively, the then outstanding
       shares of common stock of such corporation and the combined voting power
       of the then outstanding voting securities of such corporation (or any
       parent thereof) entitled to vote generally in the election of directors
       is then beneficially owned, directly or indirectly, by all or
       substantially all of the individuals and entities who were the beneficial
       owners, respectively, of the Outstanding Company Common Shares and
       Outstanding Company Voting Securities immediately prior to such sale,
       lease, exchange or other disposition in substantially the same
       proportions as their ownership immediately prior to such sale, lease,
       exchange or other disposition of such Outstanding Company Common Shares
       and Outstanding Company Voting Shares, as the case may be, (B) no Person
       (excluding the Company and any employee benefit plan (or related trust)
       of the Company or a Subsidiary of such corporation or a subsidiary
       thereof and any Person beneficially owning, immediately prior to such
       sale, lease, exchange or other disposition, directly or indirectly, 25%
       or more of the Outstanding Company Common Shares or Outstanding Company
       Voting Securities, as the case may be) beneficially owns, directly or
       indirectly, 25% or more of, respectively, the then outstanding shares of
       common stock of such corporation (or any parent thereof) and the combined
       voting power of the then outstanding voting securities of such
       corporation (or any parent thereof) entitled to vote generally in the
       election of directors and (C) at least a majority of the members of the
       board of directors of such corporation (or any parent thereof) were
       members of the Incumbent Board at the time of the execution of the
       initial agreement or action of the Board providing for such sale, lease,
       exchange or other disposition of assets of the Company; or

       (e) Approval by the shareholders of the Company of a complete liquidation
       or dissolution of the Company.

1.7    "Code" means the Internal Revenue Code of 1986, as amended from time to
       time.

1.8    "Committee" means the Compensation and Benefits Committee of the Board of
       Directors or any successor committee appointed by the Board of Directors.

1.9    "Company" means American Express Company, a New York corporation, its
       successors and assigns.

1.10   "Comparable Position" means a job with the Company, an Employing Company,
       an Affiliated Company or successor company at the same or higher Base
       Salary as an Employee's current job and at a work location within
       reasonable commuting distance from an Employee's home, as determined by
       such Employee's Employing Company. For employees in the Employing
       Company's international expatriate program, Comparable Position means a
       job with an Employing Company, an Affiliated Company or successor company
       at the same or higher Base Salary as an Employee's current job and at a
       work location in the Employee's country of assignment, home country or
       career base country.


                                       5

<PAGE>

1.11   "Completed Years of Service" means the number of full one year periods
       that have transpired since the Employee's original date of hire or, in
       the case of someone who has incurred a break in service as defined in the
       American Express Retirement Plan, the adjusted date of hire, through the
       Employee's last day of active employment with the Company. For employees
       of American Express Tax and Business Services, "original date of hire"
       shall mean the American Express Transition Date.

1.12   "Constructive Termination" means resignation or other employment
       termination by an Employee from an Employing Company as a result of one
       or more of the following without the Employee's written consent within
       two years after a Change in Control:

       (a) a reduction in Base Salary, except for across-the-board changes
       similarly affecting all Employees of the Company and all Employees of any
       Person in control of the Company, or any material reduction in the
       aggregate of the Employee's annual and long term incentive opportunity,
       in each case from that in effect immediately prior to the Change in
       Control,

       (b) the Employing Company's requirement that the Employee be based more
       than 50 miles from the location at which the Employee was based
       immediately prior to the Change in Control and which location is more
       than 35 miles from the Employee's residence,

       (c) the assignment to the Employee of any duties that are materially
       inconsistent with the Employee's duties prior to the Change in Control,
       or

       (d) a significant reduction in the Employee's position, duties, or
       responsibilities from those in effect prior to the Change in Control.

1.13   "Defined Termination" means a termination of employment of an Employee
       within two years after a Change in Control that occurs as a result of
       either:

       (a) an Involuntary Termination, or

       (b) a Constructive Termination.



                                       6

<PAGE>

1.14   "Employee" means any person, at the senior executive level as defined by
       the Administration Committee, paid through the payroll department of the
       Employing Company (as opposed to the accounts payable department of the
       Employing Company) and employed on a regular full-time basis (i.e., an
       employee whose scheduled workweek is consistent with the standard
       workweek schedule of a business unit or department) or regular part-time
       basis (i.e., an employee who is scheduled to work at least 20 hours per
       week, but fewer than the hours of a regular full-time employee) by an
       Employing Company, who receives from an Employing Company a regular
       stated compensation and an annual IRS Form W-2; provided, however, that
       an Employing Company or operating business unit thereof, due to business,
       marketplace or employee relations reasons, may, in its sole discretion,
       by policy exclude from the definition of Employee under the Plan any
       category or level of Employee employed in a non-exempt, exempt or
       executive level position or in an initial probationary or trial period of
       employment. The term "Employee" shall not include any person who has
       entered into an independent contractor agreement , consulting agreement,
       franchise agreement or any similar agreement with an Employing Company,
       nor the employees of any such person, regardless of whether that person
       (including his or her employees) is later found to be an employee by any
       court of law or regulatory authority.

1.15   "Employing Company" means the Company and such of its subsidiaries and
       affiliated companies and other trades or businesses as have adopted the
       Plan and have been admitted to participation by the CBC or any one or
       more of them, and any corporation or other entity succeeding to the
       rights and assuming the obligations of any such company hereunder in the
       manner described in Section 6.1.

1.16   "ERISA" means the Employee Retirement Income Security Act of l974, as
       amended from time to time.
1.17   "Good Cause" means a discontinuance of an Employee's employment by an
       Employing Company upon one of the following:

       a. an Employee's willful and continued failure to adequately perform
       substantially all of the Employee's duties with an Employing Company,

       b. an Employee's willful engagement in conduct which is demonstrably and
       materially injurious to an Employing Company or an affiliate thereof,
       monetarily or otherwise, or

       c. conviction of a felony by the Employee.

1.18   "Involuntary Termination" means any involuntary discontinuance of an
       Employee's employment by an Employing Company for reasons other than Good
       Cause within two years after a Change in Control.

1.19   "Leave of Absence" means the period during which an Employee is absent
       from work pursuant to a leave of absence granted by an Employing Company.

1.20   "Plan" means the American Express Senior Executive Severance Plan, as set
       forth herein and as hereafter amended from time to time.

1.21   "Plan Year" means calendar year 1994 and any subsequent calendar year.

1.22   "Predecessor Company" means any corporation or unincorporated entity
       heretofore or hereafter merged or consolidated with or otherwise absorbed
       by an Employing Company or any substantial part of the business of which
       has been or shall be acquired by an Employing Company.


                                       7

<PAGE>

1.23   "Retirement" means early, normal or deferred retirement as defined in and
       meeting the terms and conditions of the American Express Retirement Plan
       or IDS Retirement Plan, as amended, or any successor plans.

1.24   "Separation Period" means the period of time over which an Employee
       receives severance benefits under the Plan in biweekly or other
       installment payments.

1.25   "Termination of Active Employment" means the date on which an Employee
       ceases performing services for an Employing Company.

1.26   "Willful" means that an act or failure to act on an Employee's part is
       done, or omitted to be done, by the Employee in a manner that is not in
       good faith, and that is without reasonable belief that such action or
       omission was in the best interests of an Employing Company.

1.27   The masculine pronoun shall be construed to mean the feminine and the
       singular shall be construed to mean the plural, wherever appropriate
       herein.

1.28   Headings in this document are for identification purposes only and do not
       constitute a part of the Plan.


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<PAGE>

                                   ARTICLE TWO

                                  PARTICIPATION

2.1    ELIGIBILITY FOR PARTICIPATION. Each Employee shall be eligible to
       participate in the Plan in the event his employment is terminated by an
       Employing Company for one of the following reasons:

       2.1.1  Reduction in force;
       2.1.2  Position elimination;
       2.1.3  Office closing;
       2.1.4  Poor performance;
       2.1.5  Mutually satisfactory resignation;

       2.1.6  Relocation of an employee's current position that does not meet
              the definition of Comparable Position;

       2.1.7  Defined Termination, as defined in Section 1.13, (applicable only
              within two years after a Change in Control), and notwithstanding
              any provision of Section 2.3.

       The CBC may, in its discretion, grant participation eligibility to any
       Employee or group of Employees employed in a business unit of the Company
       or an Employing Company who terminate employment due to a sale of such
       business unit not later than six months following such sale.

2.2    LIMITATIONS ON ELIGIBILITY. In the event an Employee who is otherwise
       eligible for participation in the Plan is offered a Comparable Position
       (whether the position is accepted or rejected by the Employee), he will
       not be eligible to participate in the Plan. In addition, an Employee is
       not eligible to participate in the Plan if the Employee accepts any
       position in the Employing Company, an Affiliated Company or successor
       company (regardless of whether it is a Comparable Position). An Employee
       who is a member of the Company's Planning and Policy Committee and who
       otherwise meets the eligibility criteria may only participate in the Plan
       if approved by the CBC in advance.

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<PAGE>

2.3    INELIGIBILITY FOR PARTICIPATION. An Employee is ineligible to participate
       in the Plan in the event his employment by an Employing Company
       terminates for a reason other than those enumerated in Section 2.1 above,
       including, but not limited to, the following:

       2.3.1  Voluntary resignation;

       2.3.2  Failure to report for work;

       2.3.3  Failure to return from leave;

       2.3.4  Return from a Leave of Absence which extends beyond the policy
              reinstatement period, if applicable, and no position is
              available;

       2.3.5  Excessive absenteeism or lateness;

       2.3.6  Merger, acquisition, sale, transfer, outsourcing or reorganization
              of all or part of the Employing Company where either (i) a
              Comparable Position is offered with, or (ii) the Employee accepts
              any position (regardless of whether it is a Comparable Position)
              with, a Successor Company, whether affiliated or unaffiliated with
              the Employing Company, including an outside contractor, and
              whether or not the Successor Company adopts the plan.

       2.3.7  Violation of a policy or procedure of the Employing Company,
              insubordination, unwillingness to perform the duties of a
              position, suspected dishonesty, or other misconduct;

       2.3.8  Retirement, including the acceptance of any Employing Company
              sponsored retirement incentive; provided, however, that in the
              event an Employee is otherwise eligible for a severance pay
              benefit in accordance with Section 2.1 above and also eligible for
              Retirement, the Employee shall be eligible to participate in the
              Plan in accordance with Article 3 below; or

       2.3.9  Death.

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                                  ARTICLE THREE

                               AMOUNT OF BENEFITS

3.1        AMOUNT OF BENEFITS. The severance benefit payable to an eligible
           Employee under the Plan shall be based on his Completed Years of
           Service with the Company, Employing Company or an Affiliated Company.
           The formula for determining an Employee's severance benefit payment
           shall be calculated by first adding together (i) the Employee's
           annual Base Salary in effect immediately prior to the date of
           Termination of Active Employment and (ii) the last annual Bonus
           received by the Employee or approved by the CBC as of the date the
           Employee signs the agreement required pursuant to section 3.5 of the
           Plan. In the case of a recently hired Employee who has not yet
           received a Bonus, the Employee's designated target Bonus may be used
           as the subparagraph (ii) portion of the calculation above. The sum of
           subparagraphs (i) and (ii) above shall then be divided by 52 to
           calculate the weekly severance benefit. The amount of the total
           severance benefit shall be determined according to the following
           schedule:


<TABLE>
<CAPTION>


                       Schedule for Severance Pay Benefits

                                     Number of Weekly Severance       Number of Weekly Severance
    Credited Years of Service             Benefit Payments                 Benefit Payments
---------------------------------- ------------------------------- ---------------------------------
                                             Executives            Planning and Policy Committee
<S>        <C>                               <C>                             <C>
           12 or fewer                           52                              104
               13                                56                              104
               14                                60                              104
               15                                65                              104
               16                                69                              104
               17                                73                              104
           18 or more                        78 Maximum                      104 Maximum
</TABLE>


For purposes of executive eligibility an Employing Company may define
eligibility in accordance with its policies and practice and may in its
discretion exclude defined levels of executives in accordance with subparagraph
1.14.

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3.2    LIMITATIONS ON AMOUNT OF SEVERANCE BENEFITS. The number of weeks of
       severance benefits payable to any eligible Employee under the Plan shall
       not exceed 104 weeks. Such benefits payable under the Plan shall be
       inclusive of and offset by any other severance, redundancy or termination
       payment made by an Employing Company, including, but not limited to, any
       amounts paid pursuant to federal, state, local or foreign government
       worker notification (e.g., Worker Adjustment and Retraining Notification
       Act) or office closing requirements and any amounts owed the Employee
       pursuant to a contract with Employing Company, unless the contract
       specifically provides otherwise.

3.3    REEMPLOYMENT. In the event an Employee is reemployed by the Employing
       Company or an Affiliated Company within the period covered by the
       schedule of severance benefits in Section 3.1 above, the severance
       benefits, if any, that are in excess of the number of weeks between the
       Termination of Active Employment and the rehire date shall be repaid by
       the Employee or withheld by the Employing Company, as the case may be. In
       the further event an eligible Employee who is receiving severance
       benefits under the Plan is later rehired by an Employing Company or an
       Affiliated Company, and employment later terminates under conditions
       making such Employee eligible for severance benefits under the Plan, the
       amount of the second severance benefit will be based on such Employee's
       rehire date and not the original date of employment; provided, however,
       that any benefits withheld or repaid in accordance with the preceding
       sentence shall be additionally paid to the terminating Employee. The
       total amount of severance calculated pursuant to Section 3.3 shall not
       exceed 78 weeks for Employees not on the Planning and Policy Committee or
       104 weeks for Planning and Policy Committee members.

3.4    WITHHOLDING TAX. The Employing Company shall deduct from the amount of
       any severance benefits payable under the Plan, any amount required to be
       withheld by the Employing Company by reason of any law or regulation, for
       the payment of taxes or otherwise to any federal, state, local or foreign
       government. In determining the amount of any applicable tax, the
       Employing Company shall be entitled to rely on the number of personal
       exemptions on the official form(s) filed by the Employee with the
       Employing Company for purposes of income tax withholding on regular
       wages.

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<PAGE>

3.5    REQUIREMENT OF SIGNED AGREEMENT. Receipt of severance benefits under the
       Plan is conditioned upon the Employee signing an Agreement with the
       Employee's Employing Company in a form satisfactory to the Company and in
       accordance with the requirements of applicable law. The Agreement must
       include a release of claims and may include whatever other terms the
       Employing Company deems appropriate, including a restrictive covenant. If
       the terms of the Agreement are found to be legally unenforceable, the
       Employee must return any severance benefits paid pursuant to Section 3.1
       of the Plan plus the value of any Long Term Incentive Awards which vested
       during the Separation Period; provided, however, that in the event the
       Employee has a Defined Termination, such restrictive covenants shall: (a)
       be reasonable under the applicable facts and circumstances; (b) include
       the following (i) non-solicitation of customers and employees; (ii)
       confidentiality of business data; (iii) full release of claims; and (iv)
       non-denigration of the Company and its affiliates, and their officers,
       directors and agents and (c) not include any non-competition limitations.
       Notwithstanding anything herein to the contrary, the Company shall, for a
       period of two years and one day following a Change in Control, be
       prohibited from entering into any agreement with an Employee, which
       contains a more expansive Competitor List (as provided in Section 2 of
       the Consent to the Application of Forfeiture and Detrimental Conduct
       Provision to Incentive Compensation Plan Award) than that which was in
       effect for such Employee immediately prior to the date of such Change in
       Control.

3.6    MAJOR TRANSACTION.

       (a) Section 3.6 shall apply in the event of a Major Transaction. A Major
       Transaction shall mean a transaction described in either (1) or (2)
       below:

       (1) The consummation of a reorganization, merger or consolidation, in
       each case, if, following such reorganization, merger or consolidation,
       more than 50% but not more than 60% of, respectively, the then
       outstanding shares of common stock of the corporation resulting from such
       reorganization, merger or consolidation (or any parent thereof) and the
       combined voting power of the then outstanding voting securities of such
       corporation (or any parent thereof) entitled to vote generally in the
       election of directors is then beneficially owned, directly or indirectly,
       by all or substantially all of the individuals and entities who were the
       beneficial owners, respectively, of the Outstanding Company Common Shares
       and Outstanding Company Voting Securities immediately prior to such
       reorganization, merger or consolidation, in substantially the same
       proportions as their ownership immediately prior to such reorganization,
       merger or consolidation of such Outstanding Company Common Shares and
       Outstanding Company Voting Shares, as the case may be, but only if:

                                       13
<PAGE>

       (A) no Person (excluding the Company, any employee benefit plan (or
       related trust) of the Company, a Subsidiary or such corporation resulting
       from such reorganization, merger or consolidation or any parent or a
       subsidiary thereof, and any Person beneficially owning, immediately prior
       to such reorganization, merger or consolidation, directly or indirectly,
       25% or more of the Outstanding Company Common Shares or Outstanding
       Company Voting Securities, as the case may be) beneficially owns,
       directly or indirectly, 25% or more of, respectively, the then
       outstanding shares of common stock of the corporation resulting from such
       reorganization, merger or consolidation (or any parent thereof) or the
       combined voting power of the then outstanding voting securities of such
       corporation (or any parent thereof) entitled to vote generally in the
       election of directors; and

       (B) at least a majority of the members of the board of directors of the
       corporation resulting from such reorganization, merger or consolidation
       (or any parent thereof) were members of the Incumbent Board at the time
       of the execution of the initial agreement or action of the Board
       providing for such reorganization, merger or consolidation.

       (2) The consummation of the sale, lease, exchange or other disposition of
       all or substantially all of the assets of the Company to a corporation
       with respect to which following such sale, lease, exchange or other
       disposition more than 50% but not more than 60% of, respectively, the
       then outstanding shares of common stock of such corporation (or any
       parent thereof) and the combined voting power of the then outstanding
       voting securities of such corporation (or any parent thereof) entitled to
       vote generally in the election of directors is then beneficially owned,
       directly or indirectly, by all or substantially all of the individuals
       and entities who were the beneficial owners, respectively, of the
       Outstanding Company Common Shares and Outstanding Company Voting
       Securities immediately prior to such sale, lease, exchange or other
       disposition in substantially the same proportions as their ownership
       immediately prior to such sale, lease, exchange or other disposition of
       such Outstanding Company Common Shares and Outstanding Company Voting
       Shares, as the case may be, but only if:

       (A) no Person (excluding the Company and any employee benefit plan (or
       related trust) of the Company or a Subsidiary of such corporation or a
       subsidiary thereof and any Person beneficially owning, immediately prior
       to such sale, lease, exchange or other disposition, directly or
       indirectly, 25% or more of the Outstanding Company Common Shares or
       Outstanding Company Voting Securities, as the case may be) beneficially
       owns, directly or indirectly, 25% or more of, respectively, the then
       outstanding shares of common stock of such corporation (or any parent
       thereof) and the combined voting power of the then outstanding voting
       securities of such corporation (or any parent thereof) entitled to vote
       generally in the election of directors; and

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<PAGE>

       (B) at least a majority of the members of the board of directors of such
       corporation (or any parent thereof) were members of the Incumbent Board
       at the time of the execution of the initial agreement or action of the
       Board providing for such sale, lease, exchange or other disposition of
       assets of the Company. (b) If all or any portion of the payments or
       benefits to which the Employee will be entitled under the Plan, either
       alone or together with other payments or benefits which the Employee
       receives or is entitled to receive directly or indirectly from the
       Company or any of its subsidiaries or any other person or entity that
       would be treated as a payor of parachute payments as hereinafter defined,
       under any other plan, agreement or arrangement, would constitute a
       "parachute payment" within the meaning of Section 280G of the Internal
       Revenue Code of 1986, as amended (the "Code") or any successor provision
       thereto and regulations or other guidance thereunder (except that "2.95"
       shall be used instead of "3" under Section 280G(b)(2)(A)(ii) of the Code
       or any successor provision thereto), such payment or benefits provided to
       the Employee under this Plan, and any other payments or benefits which
       the Employee receives or is entitled to receive directly or indirectly
       from the Company or any of its subsidiaries or any other person or entity
       that would be treated as a payor of parachute payments as hereinafter
       defined, under any other plan, agreement or arrangement which would
       constitute a parachute payment, shall be reduced (but not below zero) as
       described below to the extent necessary so that no portion thereof would
       constitute such a parachute payment as previously defined (except that
       "2.95" shall be used instead of "3" under Section 280G(b)(2)(A)(ii) of
       the Code or any successor provision thereto). Whether payments or
       benefits to the Employee would constitute a "parachute payment", whether
       such payments or benefits are to be reduced pursuant to the first
       sentence of this paragraph, and the extent to which they are to be so
       reduced, will be determined by the firm serving, immediately prior to the
       Major Transaction, as the Company's independent auditors, or if that firm
       refuses to serve, by another qualified firm, whether or not serving as
       independent auditors, designated by the Administration Committee (the
       "Firm"). The Firm will be paid reasonable compensation by the Company for
       such services. If the Firm concludes that its determination is
       inconsistent with a final determination of a court or the Internal
       Revenue Service, the Firm shall, based on such final determination,
       redetermine whether the amount payable to the Employee should have been
       reduced and, if applicable, the amount of any such reduction. If the Firm
       determines that a lesser payment should have been made to the Employee,
       then an amount equal to the amount of the excess of the earlier payment
       over the redetermined amount (the "Excess Amount") will be deemed for all
       purposes to be a loan to the Employee made on the date of the Employee's
       receipt of such Excess Amount, which the Employee will have an obligation
       to repay to the Company on the fifth business day after demand, together
       with interest on such amount at the lowest applicable Federal rate (as
       defined in Section 1274(d) of the Code or any successor provision
       thereto), compounded semi-annually (the "Section 1274 Rate") from the
       date of the Employee's receipt of such Excess Amount until the date of
       such repayment (or such lesser rate (including zero) as may be designated
       by the Firm such that the Excess Amount and such interest will not be
       treated as a parachute payment as previously defined). If the Firm
       determines that a greater payment should have been made to the Employee,
       within fifteen business days of such determination, the Company will pay
       to the Employee the amount of the deficiency, together with interest
       thereon from the date such amount should have been paid to the date of
       such payment, at the Section 1274 Rate (or such lesser rate (including
       zero) as may be designated by the Firm such that the amount of such
       deficiency and such interest will not be treated as a parachute payment
       as previously defined). If a reduction is to be made pursuant to this
       paragraph, the Firm will have the right to determine which payments and
       benefits will be reduced, either those under this Plan alone or such
       other payments or benefits which the Employee receives or is entitled to
       receive directly or indirectly from the Company or any of its
       subsidiaries or any other person or entity that would be treated as a
       payor of parachute payments as previously defined, under any other plan,
       agreement or arrangement.

                                       15
<PAGE>

3.7    EXCISE TAX.

       (a) Section 3.7 shall apply in the event of a Change in Control, as
       defined in Section 1.6 hereof.

       (b) In the event that any payment or benefit received or to be received
       by an Employee hereunder in connection with a Change in Control or
       termination of such Employee's employment (such payments and benefits,
       excluding Gross-Up Payment (as hereinafter defined), being hereinafter
       referred to collectively as the "Payments"), will be subject to the
       excise tax (the "Excise Tax") referred to in Section 4999 of the Code,
       then (i) in the case of an Employee who is classified in Band 70 (or its
       equivalent) or above immediately prior to such Change in Control (a "Tier
       1 Employee"), the Company shall pay to such Tier 1 Employee, within five
       days after receipt by such Tier 1 Employee of the written statement
       referred to in paragraph (d) below, an additional amount (the "Gross-Up
       Payment") such that the net amount retained by such Tier 1 Employee,
       after deduction of any Excise Tax on the Payments and any federal, state
       and local income and employment taxes and Excise Tax upon the Gross-Up
       Payment, shall be equal to the Payments, and (ii) in the case of a Tier 1
       Employee (in the event clause (i) above does not apply) and in the case
       of any other Employee, the Payments shall be reduced to the extent
       necessary so that no portion of the Payments is subject to the Excise Tax
       but only if (A) the net amount of all Total Payments (as hereinafter
       defined), as so reduced (and after subtracting the net amount of federal,
       state and local income and employment taxes on such reduced Total
       Payments), is greater than or equal to (B) the net amount of such Total
       Payments without any such reduction (but after subtracting the net amount
       of federal, state and local income and employment taxes on such Total
       Payments and the amount of Excise Tax to which an Employee would be
       subject in respect of such unreduced Total Payments); provided, however,
       that the Employee may elect in writing to have other components of his or
       her Total Payments reduced prior to any reduction in the Payments
       hereunder.

       (c) For purposes of determining whether the Payments will be subject to
       the Excise Tax, the amount of such Excise Tax and whether any Payments
       are to be reduced hereunder: (i) all payments and benefits received or to
       be received by an Employee in connection with such Change in Control or
       the termination of such Employee's employment, whether pursuant to the
       terms of this Plan or any other plan, arrangement or agreement with the
       Company, any Person (as such term is defined in Section 1.6) whose
       actions result in such Change in Control or any Person affiliated with
       the Company or such Person (all such payments and benefits, excluding the
       Gross-Up Payment and any similar gross-up payment to which a Tier 1
       Employee may be entitled under any such other plan, arrangement or
       agreement, being hereinafter referred to as the "Total Payments"), shall
       be treated as "parachute payments" (within the meaning of section
       280G(b)(2) of the Code) unless, in the opinion of the accounting firm
       which was, immediately prior to the Change in Control, the Company's
       independent auditor, or if that firm refuses to serve, by another
       qualified firm, whether or not serving as independent auditors,
       designated by the Administration Committee (the "Auditor"), such payments
       or benefits (in whole or in part) do not constitute parachute payments,
       including by reason of section 280G(b)(2)(A) or section 280G(b)(4)(A) of
       the Code; (ii) no portion of the Total Payments the receipt or enjoyment
       of which the Employee shall have waived at such time and in such manner
       as not to constitute a "payment" within the meaning of section 280G(b) of
       the Code shall be taken into account; (iii) all "excess parachute
       payments" within the meaning of section 280G(b)(l) of the Code shall be
       treated as subject to the Excise Tax unless, in the opinion of the
       Auditor, such excess parachute payments (in whole or in part) represent
       reasonable compensation for services actually rendered (within the
       meaning of section 280G(b)(4)(B) of the Code) in excess of the Base
       Amount (within the meaning of section 280G(b)(3) of the Code) allocable
       to such reasonable compensation, or are otherwise not subject to the
       Excise Tax; and (iv) the value of any noncash benefits or any deferred
       payment or benefit shall be determined by the Auditor in accordance with
       the principles of sections 280G(d)(3) and (4) of the Code and regulations
       or other guidance thereunder. For purposes of determining the amount of
       the Gross-Up Payment in respect of a Tier 1 Employee and whether any
       Payments in respect of a Employee (other than a Tier 1 Employee) shall be
       reduced, the Employee shall be deemed to pay federal income tax at the
       highest marginal rate of federal income taxation (and state and local
       income taxes at the highest marginal rate of taxation in the state and
       locality of such Employee's residence, net of the maximum reduction in
       federal income taxes which could be obtained from deduction of such state
       and local taxes) in the calendar year in which the Gross-Up Payment is to
       be made (in the case of a Tier 1 Employee) or in which the Payments are
       made (in the case of an Employee other than a Tier 1 Employee). The
       Auditor will be paid reasonable compensation by the Company for its
       services.

                                       16
<PAGE>

       (d) In the event that the Excise Tax is finally determined to be less
       than the amount taken into account hereunder in calculating the Gross-Up
       Payment, then an amount equal to the amount of the excess of the earlier
       payment over the redetermined amount (the "Excess Amount") will be deemed
       for all purposes to be a loan to the Tier 1 Employee made on the date of
       the Tier 1 Employee's receipt of such Excess Amount, which the Tier 1
       Employee will have an obligation to repay to the Company on the fifth
       business day after demand, together with interest on such amount at the
       lowest applicable Federal rate (as defined in Section 1274(d) of the Code
       or any successor provision thereto), compounded semi-annually (the
       "Section 1274 Rate") from the date of the Tier 1 Employee's receipt of
       such Excess Amount until the date of such repayment (or such lesser rate
       (including zero) as may be designated by the Auditor such that the Excess
       Amount and such interest will not be treated as a parachute payment as
       previously defined). In the event that the Excise Tax is finally
       determined to exceed the amount taken into account hereunder in
       calculating the Gross-Up Payment (including by reason of any payment the
       existence or amount of which cannot be determined at the time of the
       Gross-Up Payment), within five business days of such determination, the
       Company will pay to the Tier 1 Employee an additional amount, together
       with interest thereon from the date such additional amount should have
       been paid to the date of such payment, at the Section 1274 Rate (or such
       lesser rate (including zero) as may be designated by the Auditor such
       that the amount of such deficiency and such interest will not be treated
       as a parachute payment as previously defined). The Tier 1 Employee and
       the Company shall each reasonably cooperate with the other in connection
       with any administrative or judicial proceedings concerning the amount of
       any Gross-Up Payment.

       (e) As soon as practicable following a Change in Control, the Company
       shall provide to each Tier 1 Employee and to each other Employee with
       respect to whom it is proposed that Payments be reduced, a written
       statement setting forth the manner in which the Total Payments in respect
       of such Tier 1 Employee or other Employee were calculated and the basis
       for such calculations, including, without limitation, any opinions or
       other advice the Company has received from the Firm or other advisors or
       consultants (and any such opinions or advice which are in writing shall
       be attached to the statement).

                                       17
<PAGE>

                                  ARTICLE FOUR

                                METHOD OF PAYMENT

4.1    PAYMENT. A severance benefit under the Plan may be payable in biweekly or
       other installments at the sole discretion of the Employing Company;
       provided, however, that in the event the Employee has a Defined
       Termination, the severance benefit under the Plan will be paid within
       fifteen days after the date of such Change in Control. Notwithstanding
       anything in this Plan to the contrary, if the Employee's employment
       terminates within two years following a Change in Control and if the
       Employee receives lump sum severance, the Employee shall continue to be
       eligible to receive benefits under the Company's medical and dental plans
       for the applicable period as if the Employee were paid severance in
       installments, such benefits to be substantially identical to the benefits
       provided immediately prior to the Change in Control.

4.2    INACTIVE EMPLOYMENT STATUS. During the Separation Period (where severance
       benefits are paid in biweekly or other installments) the Employee
       receiving such payments will remain in an inactive employment status
       until receipt of such payments is completed, at which time employment
       will be terminated. During the Separation Period, certain other employee
       benefits may be continued, payment for which shall be deducted from such
       severance payments in accordance with the Employee's previously elected
       benefit coverage. During the Separation Period, the Company reserves the
       right to continue other programs such as Long Term Incentive Awards and
       Perquisites in accordance with its policies, which may be changed or
       terminated from time to time. Nothing in this paragraph shall create a
       contract to provide such benefits.

4.3    LIMITATIONS ON SEVERANCE PAYMENTS. In no event shall the period of time
       during which an Employee receives severance payments exceed 104 weeks.
       Nothing in this Section shall affect the total number of weeks payable
       under the Plan pursuant to Section 3.1, including, but not limited to,
       the 104-week maximum payment.

4.4    DEATH. In the event an Employee dies before full receipt of severance
       benefits payable under the Plan, the remaining severance benefits will be
       paid to the legal representative of such Employee's estate in a lump sum
       as soon as practicable after receipt of notice of such death and evidence
       satisfactory to the Company of the payment or provision for the payment
       of any estate, transfer, inheritance or death taxes which may be payable
       with respect thereto.

                                       18
<PAGE>

                                  ARTICLE FIVE

                           ADMINISTRATION OF THE PLAN

5.1    POWERS OF THE EMPLOYING COMPANY. The Employing Company shall have such
       powers, authorities and discretion as are necessary or appropriate in
       order to carry out its duties under the Plan, including, but not limited
       to, the power:

       5.1.1  To obtain such information as it shall deem necessary or
              appropriate in order to carry out its duties under the Plan;

       5.1.2  To make determinations with respect to the grounds for termination
              of employment of any Employee; and

       5.1.3  To establish and maintain necessary records.

5.2    EMPLOYING COMPANY AUTHORITY. Nothing contained in the Plan shall be
       deemed to qualify, limit or alter in any manner the Employing Company's
       sole and complete authority and discretion to establish, regulate,
       determine or modify at any time, the terms and conditions of employment,
       including, but not limited to, levels of employment, hours of work, the
       extent of hiring and employment termination, when and where work shall be
       done, marketing of its products, or any other matter related to the
       conduct of its business or the manner in which its business is to be
       maintained or carried on, in the same manner and to the same extent as if
       the Plan were not in existence.

5.3    ADMINISTRATION COMMITTEE DUTIES AND POWERS. The Administration Committee
       shall be responsible for the general administration and interpretation of
       the Plan and the proper execution of its provisions and shall have full
       discretion to carry out its duties. The Administration Committee shall be
       the "Administrator" of the Plan and shall be, in its capacity as
       Administrator, a "Named Fiduciary," as such terms are defined or used in
       ERISA. For the purposes of carrying out its duties as Administrator, the
       Administration Committee may, in its sole discretion, allocate its
       responsibilities under the Plan among its members, and may, in its sole
       discretion, designate persons other than members of the Administration
       Committee to carry out such of its responsibilities under the Plan as it
       may deem fit. In addition to the powers of the Administration Committee
       specified elsewhere in the Plan, the Administration Committee shall have
       all discretionary powers necessary to discharge its duties under the
       Plan, including, but not limited to, the following discretionary powers
       and duties:

       5.3.1  To interpret or construe the Plan, and resolve ambiguities,
              inconsistencies and omissions;

                                       19
<PAGE>

       5.3.2  To make and enforce such rules and regulations and prescribe the
              use of such forms as it deems necessary or appropriate for the
              efficient administration of the Plan; and

       5.3.3  To decide all questions on appeal concerning the Plan and the
              eligibility of any person to participate in the Plan.

5.4    DETERMINATIONS. The determination of the Administration Committee as to
       any question involving the general administration and interpretation or
       construction of the Plan shall be within its sole discretion and shall be
       final, conclusive and binding on all persons, except as otherwise
       provided herein or by law.

5.5    CLAIMS REVIEW PROCEDURE. Consistent with the requirements of ERISA and
       the regulations thereunder as promulgated by the Secretary of Labor from
       time to time, the following claims review procedure shall be followed
       with respect to the denial of severance benefits to any Employee:

       5.5.1  Within thirty (30) days from the date of an Employee's termination
              of active Employment, the Employing Company shall furnish such
              Employee either an agreement offering severance benefits under the
              Plan or notice of such Employee's ineligibility for or denial of
              severance benefits, either in whole or in part. Such notice from
              the Employing Company will be in writing and sent to the Employee
              or the legal representatives of his estate stating the reasons for
              such ineligibility or denial and, if applicable, a description of
              additional information that might cause a reconsideration by the
              Administration Committee or its delegate of the decision and an
              explanation of the Plan's claims review procedure. In the event
              such notice is not furnished within thirty (30) days, any claim
              for severance benefits shall be deemed denied and the Employee
              shall be permitted to proceed to Section 5.5.2 below.

       5.5.2  Within sixty (60) days after receiving notice of such denial or
              ineligibility or within ninety (90) days after employment
              termination if no notice is received, the Employee, the legal
              representatives of his estate or a duly authorized representative
              may then submit to the Administration Committee a written request
              for a review of such decision of denial.

       5.5.3  The Administration Committee will review the claim and within
              sixty (60) days (or one hundred twenty (120) days in special
              circumstances) provide a written response to the appeal setting
              forth specific reasons for such decision. In the event the
              decision on review is not furnished within such time period, the
              claim shall be deemed denied.

                                       20
<PAGE>
                                   ARTICLE SIX

                       ADOPTING COMPANIES AND PLAN MERGERS

6.1    ADOPTING COMPANIES. Any corporation which succeeds to the business and
       assets of the Company or any part of its operations, may by appropriate
       resolution adopt the Plan and shall thereupon succeed to such rights and
       assume such obligations hereunder as the Company and said corporation
       shall have agreed upon in writing. Any corporation which succeeds to the
       business of any Employing Company other than the Company, or any part of
       the operations of such Employing Company, may by appropriate resolution
       adopt the Plan and shall thereupon succeed to such rights and assume such
       obligations hereunder as such Employing Company and said corporation
       shall have agreed upon in writing; provided, however, that such adoption
       and the terms thereof agreed upon in such writing have been approved by
       the Company.


                                  ARTICLE SEVEN

                            AMENDMENT AND TERMINATION

7.1    RIGHT TO AMEND OR TERMINATE. The Company reserves the right, by action of
       the Board of Directors or the CBC, to amend or terminate this Plan in
       whole or in part at any time and from time to time, and any amendment or
       effective date of termination may be given retroactive effect. The
       foregoing sentence to the contrary notwithstanding, for a period of two
       years and one day after the date of an occurrence of a Major Transaction
       or a Change in Control, neither the Board of Directors nor the Committee
       may terminate this Plan or amend this Plan in a manner that is
       detrimental to the rights of any participant of the Plan without his or
       her written consent.

7.2    TERMINATION BY AN EMPLOYING COMPANY. Any Employing Company other than the
       Company may withdraw from participation in the Plan at any time by
       delivering to the Administration Committee written notification to that
       effect signed by such Employing Company's chief executive officer or his
       delegate. Withdrawal by any Employing Company pursuant to this paragraph
       or complete discontinuance of severance benefits under the Plan by any
       Employing Company other than the Company, shall constitute termination of
       the Plan with respect to such Employing Company. The foregoing sentence
       to the contrary notwithstanding, neither the Board of Directors nor the
       Committee may terminate this Plan or amend this Plan in a manner that is
       detrimental to the rights of any participant of the Plan without his
       written consent (i) with respect to the provisions of the Plan which
       become applicable upon a Change in Control, and (ii) with respect to all
       provisions of the Plan for a period of two years and one day after the
       date of a Change in Control.

7.3    LIMITATION ON BENEFITS. In the event any Employing Company withdraws from
       participation or the Company terminates the Plan as provided in this
       Article Seven, no Employee shall be entitled to receive benefits
       hereunder for Employment either before or after such action.

                                       21
<PAGE>

                                  ARTICLE EIGHT

                              FINANCIAL PROVISIONS

8.1    FUNDING. All severance benefits payable under the Plan shall be payable
       and provided for solely from the general assets of the Employing Company
       in accordance with the Plan, at the time such severance benefits are
       payable, unless otherwise determined by the Employing Company. The
       Employing Company shall not be required to establish any special or
       separate fund or to make any other segregation of assets to assure the
       payment of any severance benefits under the Plan.


                                  ARTICLE NINE

                          LIABILITY AND INDEMNIFICATION

9.1    STANDARD OF CONDUCT. To the extent permitted by ERISA and other
       applicable law, no member (which term, as used in this Article Nine,
       shall include any employee of any Employing Company designated to carry
       out any responsibility of the Administration Committee pursuant to
       Section 5.3 above) of the Administration Committee shall be liable for
       anything done or omitted to be done by him in connection with the Plan,
       unless the member failed to act (1) in good faith and (2) for a purpose
       which such member reasonably believed to be in accordance with the intent
       of the Plan. The Company or Employing Company as applicable hereby
       indemnifies each person made, or threatened to be made, a party to an
       action or proceeding, whether civil or criminal, or against whom any
       claim or demand is made, by reason of the fact that he, his testator or
       intestate, was or is a member of the Administration Committee, against
       judgments, fines, amounts paid in settlement and reasonable expenses
       (including attorney's fees) actually and necessarily incurred as a result
       of such action or proceeding, or any appeal therein, or as a result of
       such claim or demand, if such member of the Administration Committee
       acted in good faith for a purpose which he reasonably believed to be in
       accordance with the intent of the Plan and, in criminal actions or
       proceedings, in addition, had no reasonable cause to believe that his
       conduct was unlawful.

                                       22

<PAGE>

9.2    PRESUMPTION OF GOOD FAITH. The termination of any such civil or criminal
       action or proceeding or the disposition of any such claim or demand, by
       judgment, settlement, conviction or upon a plea of nolo contendere, or
       its equivalent, shall not in itself create a presumption that any such
       member of the Administration Committee did not act (1) in good faith and
       (2) for a purpose which he reasonably believed to be in accordance with
       the intent of the Plan.

9.3    SUCCESSFUL DEFENSE. A person who has been wholly successful, on the
       merits or otherwise, in the defense of a civil or criminal action or
       proceeding or claim or demand of the character described in Section 9.1
       above shall be entitled to indemnification as authorized in such Section
       9.1.

9.4    UNSUCCESSFUL DEFENSE. Except as provided in Section 9.3 above, any
       indemnification under Sections 9.1 and 9.2 above, unless ordered by a
       court of competent jurisdiction, shall be made by the Company only if
       authorized in the specific case:

       9.4.1  By the Board of Directors acting by a quorum consisting of
              directors who are not parties to such action, proceeding, claim or
              demand, upon a finding that the member of the Administration
              Committee has met the standard of conduct set forth in Section 9.1
              above; or

       9.4.2  If a quorum under Section 9.4.1 above is not obtainable with due
              diligence:

              9.4.2.1  By the Board of Directors upon the opinion in writing of
                       independent legal counsel (who may be counsel to any
                       Employing Company) that indemnification is proper in the
                       circumstances because the standard of conduct set forth
                       in Section 9.1 above has been met by such member of the
                       Administration Committee; or

              9.4.2.2  By the shareholders of the Company upon a finding that
                       the member of the Administration Committee has met the
                       standard of conduct set forth in such Section 9.1 above.

                                       23
<PAGE>

9.5    ADVANCE PAYMENTS. Expenses incurred in defending a civil or criminal
       action or proceeding or claim or demand may be paid by the Company or
       Employing Company as applicable in advance of the final disposition of
       such action or proceeding, claim or demand, if authorized in the manner
       specified in Section 9.4 above, except that, in view of the obligation of
       repayment set forth in Section 9.6 below, there need be no finding or
       opinion that the required standard of conduct has been met.

9.6    REPAYMENT OF ADVANCE PAYMENTS. All expenses incurred in defending a civil
       or criminal action or proceeding, claim or demand, which are advanced by
       the Company or Employing Company as applicable under Section 9.5 above
       shall be repaid in case the person receiving such advance is ultimately
       found, under the procedures set forth in this Article Nine, not to be
       entitled to indemnification or, where indemnification is granted, to the
       extent the expenses so advanced by the Company exceed the indemnification
       to which he is entitled.

9.7    RIGHT TO INDEMNIFICATION. Notwithstanding the failure of the Company or
       Employing Company as applicable to provide indemnification in the manner
       set forth in Section 9.4 or 9.5 above, and despite any contrary
       resolution of the Board of Directors or of the shareholders in the
       specific case, if the member of the Administration Committee has met the
       standard of conduct set forth in Section 9.1 above, the person made or
       threatened to be made a party to the action or proceeding or against whom
       the claim or demand has been made, shall have the legal right to
       indemnification from the Company or Employing Company as applicable as a
       matter of contract by virtue of this Plan, it being the intention that
       each such person shall have the right to enforce such right of
       indemnification against the Company or Employing Company as applicable in
       any court of competent jurisdiction.

                                       24
<PAGE>

                                   ARTICLE TEN

                                  MISCELLANEOUS

10.1   NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in the Plan shall be construed
       as giving any Employee the right to be retained in the employ of any
       Employing Company or any right to any payment whatsoever, except to the
       extent of the severance benefits provided for by the Plan. Each Employing
       Company expressly reserves the right to dismiss any Employee at any time
       and for any reason without liability for the effect which such dismissal
       might have upon him as a participant of the Plan.

10.2   CONSTRUCTION. This Plan shall be governed by and construed in accordance
       with the substantive laws but not the choice of law rules of the state of
       New York, except to the extent that such laws have been superseded by
       federal law.

10.3   EXPENSES OF THE PLAN. The expenses of establishment and administration of
       the Plan shall be paid by the Employing Companies. Any expenses paid by
       the Company pursuant to this Section 10.3 and indemnification under
       Article Nine shall be subject to reimbursement by the other Employing
       Companies of their proportionate shares of such expenses and
       indemnification, as determined by the Administration Committee in its
       sole discretion.



                                       25